EXHIBIT 3
---------
(Manhattan)

                                 APPENDIX H


                            AMENDED AND RESTATED

                      AGREEMENT OF LIMITED PARTNERSHIP

                                     OF

                       JMB/MANHATTAN ASSOCIATES, LTD.




                              TABLE OF CONTENTS


                                                                       Page
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Section 1    Definitions . . . . . . . . . . . . . . . . . . . . . .      1

Section 2    Formation of Limited Partnership. . . . . . . . . . . .      4

Section 3    Partnership Name and Principal Office . . . . . . . . .      4

Section 4    Purpose . . . . . . . . . . . . . . . . . . . . . . . .      4

Section 5    Term of Partnership . . . . . . . . . . . . . . . . . .      4

Section 6    Partners' Names, Addresses and Capital
             Contributions . . . . . . . . . . . . . . . . . . . . .      4

Section 7    Limited Liability . . . . . . . . . . . . . . . . . . .      6

Section 8    Management Rights, Duties, Powers and
             Compensation of General Partners; Transac-
             tions Involving Partners. . . . . . . . . . . . . . . .      6

Section 9    Allocation of Profits and Losses. . . . . . . . . . . .     12

Section 10   Records and Books of Account. . . . . . . . . . . . . .     15

Section 11   Distributions of Partnership Funds  . . . . . . . . . .     15

Section 12   Representations of the Limited Partners . . . . . . . .     20

Section 13   Dissolution . . . . . . . . . . . . . . . . . . . . . .     20

Section 14   Assignment of Limited Partners' Interests
             in the Partnership. . . . . . . . . . . . . . . . . . .     22

Section 15   Incapacity of Limited Partner . . . . . . . . . . . . .     23

Section 16   Power of Attorney . . . . . . . . . . . . . . . . . . .     24

Section 17   Amendment and Other Rights of Limited Partners. . . . .     24

Section 18   Notices . . . . . . . . . . . . . . . . . . . . . . . .     26

Section 19   Miscellaneous . . . . . . . . . . . . . . . . . . . . .     26


Schedule A



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                            AMENDED AND RESTATED

                                AGREEMENT OF

                           LIMITED PARTNERSHIP OF

                       JMB/MANHATTAN ASSOCIATES, LTD.

      This Amended and Restated Agreement of Limited Partnership made and
entered into as of the 20th day of March, 1985 by and among JMB/Manhattan
Investors, Inc., an Illinois corporation, BPA Associates, an Illinois
limited partnership, APB Associates, an Illinois limited partnership, and
JMB Realty Corporation, a Delaware corporation, and those other parties
that hereafter execute this Agreement or counterparts hereof as Limited
Partners, as hereinafter indicated.

      WHEREAS, the Partnership was formed during 1984 pursuant to the
provisions of the Uniform Limited Partnership Act of the State of Illinois
(the "Act"), and the parties hereto desire to amend and restate the terms
and provisions of the Agreement governing the Partnership in their entirety
in accordance with the terms, conditions and covenants as hereinafter set
forth;

      NOW THEREFORE, it is mutually agreed by and among the parties hereto
as follows:

      1.    Definitions.  When used herein, the following terms shall have
the following meanings:

            (a)   "Adjusted Capital Investment" means, with respect to any
calendar quarter and any Limited Partnership Interest, the Capital
Investment with respect to such Limited Partnership Interest, reduced by
any distributions of Sale Proceeds or Financing Proceeds made with respect
to such Limited Partnership Interest up to and including any such
distributions during such calendar quarter.

            (b)   "Adjusted Total Investment" means, with respect to any
calendar quarter (or portion thereof) and any Limited Partnership Interest,
the sum of the Capital Investment, Stated Interest and Surety Fee with
respect to such Limited Partnership Interest (i.e., $74,898 per Limited
Partnership Interest), reduced by any distributions of Sale Proceeds or
Financing Proceeds made with respect to such Limited Partnership Interest
up to and including any such distributions during such calendar quarter (or
portion thereof).

            (c)   "Affiliate" or "Affiliated Person" means, when used with
reference to a specified Person (as hereinafter defined), (i) any Person
that directly or indirectly through one or more intermediaries controls or
is controlled by or is under common control with the specified Person, (ii)
any Person which is a director, officer, partner or trustee of, or serves
in a similar capacity with respect to, the specified Person or of which the
specified Person is a director, officer, partner or trustee, or with
respect to which the specified Person serves in a similar capacity, (iii)
any Person which, directly or indirectly, is the beneficial owner of 10% or
more of any class of voting securities of, or otherwise has a substantial
beneficial interest in, the specified Person or of which the specified
Person is directly or indirectly the owner of 10% or more of any class of
voting securities or in which the specified Person has a substantial
beneficial interest and (iv) any relative or spouse of the specified
Person. A Person shall not be deemed an Affiliate or Affiliated Person of
the Partnership or the General Partners by virtue of being in partnership
with the Partnership or with any other Affiliated Person, if such Person is
not otherwise an Affiliate or Affiliated Person of the Partnership or the
General Partners.

            (d)   "Agreement" means this Amended and Restated Agreement of
Limited Partnership, as amended, modified, supplemented or restated from
time to time.

            (e)   "Associate General Partners" means BPA Associates, an
Illinois limited partnership, and APB Associates, an Illinois limited
partnership, or any successor to their interests (or any opinion thereof)
in the Partnership; however, "Associate General Partner" does not include
any entity so long as, for purposes of Section 8, it is exercising the
rights of the Corporate General Partner pursuant to Section 13 hereof.

            (f)   "Building Joint Ventures" means 237 Park Avenue
Associates, which owns a 23-story office building, known as the 237 Park
Avenue Building, and the land underlying such improvements located at 237
Park Avenue in the borough of Manhattan in the City of New York, New York;
1290 Associates, which owns a 44-story office building, known as the 1290
Avenue of the Americas


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Building, and the land underlying such improvements located at 1290 Avenue
of the Americas in the borough of Manhattan in the City of New York, New
York; 2 Broadway Associates, which owns the leasehold interest under a
ground lease which covers a 32-story office building, known as the 2
Broadway Building, and the land underlying such improvements located at 2
Broadway in the borough of Manhattan in the City of New York, New York; and
2 Broadway Land Company, which owns the 2 Broadway Building and the land
underlying such improvements which is leased pursuant to a ground lease to
2 Broadway Associates.  "Building Joint Venture" means one of the Building
Joint Ventures.

            (g)   "Building Joint Venture Agreements" means the First
Amended and Restated Agreement of General Partnership, as amended,
modified, supplemented or restated from time to time, of 237 Park Avenue
Associates, a New York general partnership, by and among O&Y Equity Corp.,
a New York corporation, FAME Associates, a New York general partnership,
and the Joint Venture; the Second Amended and Restated Agreement of General
Partnership, as amended, modified, supplemented or restated from time to
time, of 1290 Associates, a New York general partnership, by and among O&Y
Equity Corp., FAME Associates and the Joint Venture; the Second Amended and
Restated Agreement of General Partnership, as amended, modified,
supplemented or restated from time to time, of 2 Broadway Associates, a New
York general partnership, by and among O&Y Equity Corp., Olympia & York 2
Broadway Limited Partnership, a New York limited partnership, and the Joint
Venture; and the Second Amended and Restated Agreement of General
Partnership, as amended, modified, supplemented or restated from time to
time, of 2 Broadway Land Company, a New York general partnership, by and
among O&Y Equity Corp., Olympia & York 2 Broadway Limited Partnership, and
the Joint Venture. "Building Joint Venture Agreement" means one of the
Building Joint Venture Agreements.

            (h)   "Capital Account" means, with respect to any Partner, the
aggregate Capital Contributions made by such Partner (i) reduced by (A) any
losses allocated to such Partner under Section 9 hereof and any charge or
expense relating to the offering of Limited Partnership Interests under
Section 11(e) hereof allocated to such Partner's Capital Account and (B)
any distributions made to such Partner of Distributable Cash, Financing
Proceeds or Sale Proceeds under Section 11 or 13 hereof or loan proceeds
under Section 8(p) hereof, and (ii) increased by any profits allocated to
such Partner under Section 9 hereof. The Capital Account of a Partner shall
reflect all prior adjustments to the Capital Account of any predecessor
holder of such Partner's interest in the Partnership, or portion thereof.

            (i)   "Capital Contributions" means the total amount of cash
capital contributions to the Partnership by all the Partners or any class
of Partners or any one Partner as the case may be (or the predecessor
holders of the interests in the Partnership of such Partners or Partner) as
shown under the columns "First Capital Contribution", "Second Capital
Contribution", "Third Capital Contribution" and "Fourth Capital
Contribution" on Schedule A, as amended from time to time, plus, in the
case of the General Partners, such cash capital contributions as may be
made pursuant to Sections 9(b), 11(b) or 13(e). Capital Contributions do
not include Stated Interest or the Surety Fee.

            (j)   "Capital Investment" means, with respect to any Limited
Partnership Interest, $62,700 per each full Limited Partnership Interest.

            (k)   "Corporate General Partner" means JMB/Manhattan
Investors, Inc., an Illinois corporation, or any successor to its interest
(or any opinion thereof) in the Partnership.

            (l)   "Current Capital Investment" means, with respect to any
calendar year or portion thereof and any Limited Partnership Interest, the
average of the Adjusted Capital Investment with respect to a Limited
Partnership Interest for each of the four calendar quarters of such year
(or all preceding calendar quarters of such year if a determination is
being made prior to the end of the fourth calendar quarter of such year).

            (m)   "General Partners" means both the Corporate General
Partner and the Associate General Partners, and their respective
successors.

            (n)   "Initial Limited Partner" means JMB Realty Corporation in
its capacity as the Initial Limited Partner of the Partnership.







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            (o)   "Interest" means the entire ownership interest of a
Limited Partner in the Partnership at any particular time, including the
right of such Partner to any and all benefits to which a Limited Partner
may be entitled as provided in this Agreement, together with the
obligations of such Limited Partner to comply with all the terms and
provisions of this Agreement.

            (p)   "Joint Venture" means JMB/NYC Office Building Associates,
an Illinois general partnership, the partners of which are Carlyle Real
Estate Limited Partnership-XIII, an Illinois limited partnership, Carlyle
Real Estate Limited Partnership-XIV, an Illinois limited partnership, and
the Partnership.

            (q)   "Joint Venture Agreement" means the Amended and Restated
Articles of Partnership, as amended, modified, supplemented or restated
from time to time, of the Joint Venture.

            (r)   "Joint Venture Property" means any property, real or
personal, at any time owned by the Joint Venture (including without
limitation the interests of the Joint Venture in each of the Building Joint
Ventures) and any property, real or personal, at any time owned by a
partnership or joint venture in which the Joint Venture is a partner
(including without limitation each of the Building Joint Ventures).

            (s)   "Limited Partner" means each Person that executes this
Agreement or counterparts hereof as a limited partner and each Person
admitted as a substituted Limited Partner in accordance with Section 14
hereof and the Act. The term "Limited Partner" does not include JMB Realty
Corporation in its capacity as the Initial Limited Partner, except as
otherwise provided herein.

            (t)   "Limited Partnership Interest" means the interest in the
capital of the Partnership representing a Capital Investment of $62,700 by
a Limited Partner.

            (u)   "Organizational and Offering Expenses" means those
expenses incurred in connection with the formation and qualification of the
Partnership, the registration of the Limited Partnership Interests under
applicable state law, and in marketing, distributing and issuing the
Limited Partnership Interests, and any other expenses actually incurred and
directly related to the offering and sale of the Limited Partnership
Interests including such expenses as: (a) fees paid to attorneys, (b) fees
for the registration, qualification or perfection of exemptions under
Federal or state securities laws, filing fees and taxes, (c) the costs of
qualifying, printing, amending, supplementing, mailing and distributing the
Private Offering Memorandum, including telephone and telegraphic costs, (d)
the costs of qualifying, printing, amending, supplementing, mailing and
distributing sales materials used in connection with the issuance and
marketing of the Limited Partnership Interests, including telegraph and
telephone costs, (e) salaries and direct expenses of officers and employees
of the Corporate General Partner and its Affiliates while directly engaged
in organizing the Partnership and in registering, qualifying, perfecting
exemptions under Federal or state securities laws, marketing, distributing,
processing and establishing records of the Limited Partnership Interests
and establishing records of and paying selling agents' commissions, and (f)
accounting and legal fees incurred in connection with any of the foregoing.

            (v)   "Partners" means the General Partners, the Initial
Limited Partner and the Limited Partners unless otherwise indicated.
"Partner" means any one of the Partners.

            (w)   "Partnership" means the limited partnership formed
hereby, as such limited partnership may be constituted from time to time.

            (x)   "Partnership Property" means any property, real or
personal, at any time owned by the Partnership (including without
limitation the interest of the Partnership in the Joint Venture).

            (y)   "Percent Interest" means with respect to any Limited
Partner a number reflecting the percentage which his Limited Partnership
Interests bear to the Limited Partnership Interests of all Limited
Partners, as set forth opposite a Limited Partner's name in Schedule A, as
said Schedule may be from time to time amended, supplemented or modified.

            (z)   "Periodic Admission Date" means the date, determined by
the Corporate General Partner, as of which any Person (other than as a
substituted Limited Partner pursuant to Section 14 hereof and



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<PAGE>


other than JMB Realty Corporation as the Initial Limited Partner) is deemed
to be admitted to the Partnership as a Limited Partner. The Periodic
Admission Date may be a date which is the same as or before or after but in
the same month as the actual date on which such Person is admitted to the
Partnership.  Persons admitted to the Partnership on different dates may,
as determined by the Corporate General Partner, be deemed to be admitted as
of the same Periodic Admission Date.

            (aa)  "Person" means any individual, partnership, corporation,
trust or other entity.

            (bb)  "Private Offering Memorandum" means the Private Offering
Memorandum of JMB/Manhattan Associates, Ltd., including all appendices
thereto, dated April 30, 1985, as it may be amended or supplemented after
such date.

            (cc)  "Promissory Note" means the note executed by a Limited
Partner which evidences the obligation set forth in Section 6(d) hereof of
such Limited Partner to contribute to the Partnership his "Second Capital
Contribution", "Third Capital Contribution", and "Fourth Capital
Contribution", together with Stated Interest thereon, on or before the
dates specified in Section 6(d) hereof.

            (dd)  "Stated Interest" means the interest payments to be made
together with the Second Capital Contribution, the Third Capital
Contribution and the Fourth Capital Contribution, in the amounts of $3,908,
$4,654 and $2,436 per Limited Partnership Interest, respectively.

            (ee)  "Surety Fee" means the fee in the amount of $1,200 per
Limited Partnership Interest, as described in the Private Offering
Memorandum.

            (ff)  "Working Capital Reserves" means such working capital and
cash reserves of the Partnership as the Corporate General Partner shall
establish.

      2.    Formation of Limited Partnership.  The undersigned parties
hereby form, or ratify the formation of, a limited partnership pursuant to
the provisions of the Act, and the rights and liabilities of the Partners
shall be as provided in the Act, except as herein otherwise expressly
stated.

      3.    Partnership Name and Principal Office.  The name of the
Partnership shall be JMB/MANHATTAN ASSOCIATES, LTD., or such other name as
the Corporate General Partner may designate in writing to the Limited
Partners. The principal business office of the Partnership shall be at 875
North Michigan Avenue, Suite 3900, Chicago, Illinois 60611, unless changed
by the Corporate General Partner by giving ten (10) days' prior notice
thereof to the Limited Partners. The business of the Partnership may also
be conducted at such additional places as the General Partners may
determine.

      4.    Purpose. The principal business of the Partnership is to act as
a general partner of, and acquire and invest in a general partnership
interest in, the Joint Venture, and as such general partner acting through
the Joint Venture and the Building Joint Ventures (or acting directly or in
any other capacity through partnerships as a general or limited partner, or
through trusts or through corporations) to acquire, invest in, hold,
maintain, manage, improve, operate, lease, mortgage, encumber and otherwise
use for profit the Joint Venture Property (or any interest, direct or
indirect, in such property), the Partnership Property (including without
limitation the Partnership's general partnership interest in the Joint
Venture) or any personal property used or useful in connection therewith
(and in connection therewith the Partnership shall have the power to
dispose in any manner of any of the foregoing property, in whole or in
part, or interests therein) and to engage in any and all activities related
or incidental thereto.

      5.    Term of Partnership. The Partnership commenced in July, 1984
and shall continue until December 31, 2035 unless sooner terminated as
hereinafter provided.

      6.    Partners' Names, Addresses and Capital Contributions.

            (a)   The Capital Contributions to the Partnership shall be the
amounts stated to be such from time to time in Schedule A, attached hereto
and incorporated herein by reference.

            (b)   The respective names, addresses and Capital Contributions
of the General Partners are set forth in Schedule A hereto, as from time to
time amended. Except as otherwise provided in Sections 9(b), 11(b) and
13(e) hereof, the General Partners are not required to make any additional
capital


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<PAGE>


contribution to the Partnership, and their Capital Contributions to the
Partnership shall be limited to the sums, paid in cash, set forth in
Schedule A opposite their names in the column entitled "First Capital
Contribution", and shall be due concurrently with the execution of this
Agreement.

            (c)   The name, address and Capital Contributions of the
Initial Limited Partner are set forth in Schedule A, as amended from time
to time. On the first Periodic Admission Date, the Initial Limited
 Partner will withdraw from the Partnership and will be entitled to receive
forthwith the return of its Capital Contributions, without interest or
reduction.

            (d)   The respective names, addresses and Capital Contributions
of the Limited Partners are set forth in Schedule A, as from time to time
amended. The Partnership is authorized to make a private offering of 1,000
Limited Partnership Interests for total Capital Contributions of $62,700
each. Investors purchasing such Limited Partnership Interests may be
admitted to the Partnership as Limited Partners on one or more Periodic
Admission Dates. The Corporate General Partner may, in its sole discretion,
permit an investor who so requests to make his Capital Contributions in a
single installment of $62,700 per Limited Partnership Interest as set forth
in Schedule A opposite his name in the column entitled "First Capital
Contribution", payable concurrently with the admission of such investor as
a Limited Partner pursuant to the terms of this Agreement. In all other
cases and except as provided in Section 6(h) hereof, concurrently with the
admission of a Limited Partner pursuant to the terms of this Agreement,
such Limited Partner shall contribute to the capital of the Partnership, in
cash, the sum set forth in Schedule A opposite his name in the column
entitled "First Capital Contribution", shall pay the Surety Fee and shall
be obligated to contribute to the capital of the Partnership, in cash, his
"Second Capital Contribution", "Third Capital Contribution" and "Fourth
Capital Contribution" not later than March 15, 1986, March 15, 1987 and
March 15, 1988, respectively; provided, however, that officers, directors,
employees and affiliates of the selected dealers of the offering or their
affiliates who purchase Limited Partnership Interests may receive a rebate
of the selling commissions payable with respect to such Limited Partnership
Interests.  Each Limited Partner (other than a Limited Partner who has been
permitted to make his Capital Contributions in a single installment) shall
execute and deliver to the Partnership a Promissory Note evidencing his
obligation to make Capital Contributions as provided in this Section 6(d).
Such Promissory Note provides for payments of Stated Interest to be made
together with the Second Capital Contribution, the Third Capital
Contribution and the Fourth Capital Contribution, in the amounts of $3,908,
$4,654 and $2,436 per Limited Partnership Interest, respectively. Unpaid
installments of principal under the Promissory Notes shall bear interest at
the rate of 1-1/2% per month for each calendar month or portion thereof
that such installments are delinquent.

            (e)    No Limited Partner shall be required to make any
contributions to the capital of the Partnership other than the amounts
shown in Schedule A as his Capital Contributions. No Limited Partner shall
have any right to demand or receive the return of his Capital Contributions
to the Partnership.  It is the intent of the Partners that no distribution
(nor any part of any distribution) made to any Partner pursuant to Sections
8(p) or 11 hereof shall (unless so designated in the Partnership's
Certificate of Limited Partnership) be deemed a return or withdrawal of
capital, even if such distribution is made with respect to any fiscal
period for which the Partnership has Distributable Cash but no net income
or profits due to depreciation or any other non-cash item accounted for as
a loss or deduction from or offset to Partnership income, and that no
allocation to any Partner of any loss, whether attributable to depreciation
or otherwise, pursuant to Section 9 hereof shall create any asset of or
obligation to the Partnership, even if such allocation reduces such
Partner's Capital Account or creates or increases a deficit in such
Partner's Capital Account. It is also the intent of the Partners that,
except as provided in Section 9(b), 11(b) or 13(e) hereof, no Partner shall
be obligated to pay any such amount to or for the account of the
Partnership or any creditor of the Partnership.  However, if any court of
competent jurisdiction holds that, notwithstanding the provisions of this
Agreement, any Limited Partner is obligated to make any such payment, such
obligation shall be the obligation of such Limited Partner and not of the
General Partners or of the Partnership.

            (f)   Any General Partner shall also be a Limited Partner to
the extent that it purchases, or becomes a transferee of and a substituted
Limited Partner (pursuant to Section 14 hereof) with




                                      5


<PAGE>


respect to, any Limited Partnership Interests or portions thereof, and to
such extent shall be treated in all respects as a Limited Partner.

            (g)   No Partner shall be entitled to receive interest with
respect to any Capital Contributions or on such Partner's Capital Account,
notwithstanding any disproportion therein among the Partners.

            (h)   The General Partners and their Affiliates shall purchase
all Limited Partnership Interests which remain unsold at the termination of
the offering (but only in the event that a first Periodic Admission Date
has occurred), on the terms described in the Private Offering Memorandum.
The purchaser of such Limited Partnership Interests will receive a rebate
of the selling commission and a pro rata share of the due diligence fee,
and will not pay the Surety Fee with respect to such Limited Partnership
Interests.

      7.    Limited Liability.  No Limited Partner (including the Initial
Limited Partner) shall have any personal liability whatever, whether to the
Partnership, to any of the Partners or to the creditors of the Partnership,
other than to make the contributions of capital described in Sections 6(c)
and 6(d).

      8.    Management Rights, Duties, Powers and Compensation of General
Partners; Transactions Involving Partners.

            (a)   The Corporate General Partner shall have exclusive
management and control of the investments, business and affairs of the
Partnership, and all decisions regarding the investments, management and
affairs of the Partnership shall be made by the Corporate General Partner,
except as provided in Section 8(c) hereof and except that the Corporate
General Partner may delegate its power of decision in whole or in any part
to any Person (whether such Person is or is not a Partner), whether by
power of attorney, investment in the Joint Venture or any Building Joint
Venture, action taken under the Joint Venture Agreement or any Building
Joint Venture Agreement or otherwise. The Corporate General Partner shall
have all the rights and powers of a general partner as provided in the Act
and as otherwise provided by law, and any action taken by the Corporate
General Partner pursuant to this Agreement shall constitute the act of and
serve to bind the Partnership. It is further understood and agreed that the
Chairman, President, any Vice President or any authorized officer of the
Corporate General Partner (including any partner of BPA Associates who is
the Chairman, President, a Vice President or an authorized officer of the
Corporate General Partner) may act for and in the name of the Corporate
General Partner in the exercise by the Corporate General Partner of any of
its rights and powers hereunder. In dealing with any General Partner (or
the Chairman, President or any Vice President of the Corporate General
Partner) acting on behalf of the Partnership, no Person shall be required
to inquire into, and all Persons shall be entitled to rely conclusively on,
the power and authority of such General Partner (or such individual) to
bind the Partnership.

            (b)   The Corporate General Partner is hereby authorized, on
behalf of the Partnership as a general partner of the Joint Venture, which
is a general partner of each of the Building Joint Ventures, to execute and
deliver and perform the Joint Venture Agreement, pursuant to which the
Partnership will own its general partnership interest in the Joint Venture
(which owns the Joint Venture Property), and each of the Building Joint
Venture Agreements, pursuant to which the Joint Venture will own its
interests in the Building Joint Ventures, and all amendments, supplements
and renegotiations to or of the Joint Venture Agreement or any of the
Building Joint Venture Agreements.  Subject to Section 8(c) hereof, the
Corporate General Partner is hereby expressly authorized and empowered to
exercise all rights of the Partnership under the Joint Venture Agreement
and each of the Building Joint Venture Agreements, howsoever the Joint
Venture Agreement or any of the Building Joint Venture Agreements is
amended, supplemented or renegotiated, to make all determinations for the
Partnership under the Joint Venture Agreement and each of the Building
Joint Venture Agreements and otherwise to act on behalf of the Partnership
in all matters related to the Joint Venture or to any of the Building Joint
Ventures.

            (c)   The Corporate General Partner is hereby granted the
right, power and authority to do on behalf of the Partnership all things
which, in its sole judgment, are necessary, proper or desirable to carry
out the aforementioned duties and responsibilities, including but not
limited to the right, power and authority from time to time to incur all
reasonable expenditures; to employ and dismiss from




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<PAGE>


employment any and all employees, agents, independent contractors,
attorneys and accountants; to let or lease all or any portion of the
Partnership Property or the Joint Venture Property for any purpose and
without limit as to the term thereof, whether or not such term (including
renewal terms) shall extend beyond the date of termination of the
Partnership, the Joint Venture or the Building Joint Ventures and whether
or not the portion so leased is to be occupied by the lessee or, in turn,
subleased in whole or in pan to others; to create, by grant or otherwise,
easements and servitudes; to borrow money on an unsecured basis; to borrow
money in any amount and as security therefor to mortgage or grant a
security interest in all or any portion of the Partnership Property or the
Joint Venture Property; to construct, alter, improve, repair, raze, rebuild
or replace any building or other improvement on all or any portion of the
Partnership Property or the Joint Venture Property which is real estate; to
obtain refinancings or replacements of any mortgages or other security
instruments related in any way to any Partnership Property or the Joint
Venture Property, and to prepay in whole or in part, refinance, recast,
modify, consolidate or extend the terms of any indebtedness owed by the
Partnership, the Joint Venture or the Building Joint Ventures or affecting
all or any portion of the Partnership Property or the Joint Venture
Property; to cause or permit new or additional mortgages or liens to be
placed on such property; to sell, lease, exchange or convey, and to grant
an option for the sale, lease, exchange or conveyance of, any or all of the
Partnership Property or the Joint Venture Property, provided, however, that
the Corporate General Partner shall not consummate any sale of all or any
substantial portion of the Partnership Property and shall not agree to a
sale of all or any substantial portion of the Joint Venture's interests in
the Building Joint Ventures, unless such sale or other disposition is
approved by the individual managing general partners of BPA Associates
following a recommendation for such approval by the Corporate General
Partner, or unless such sale or other disposition is required under the
terms of any agreement or instrument relating to the Partnership Property
or the Joint Venture Property or is not subject to the approval of the
Corporate General Partner; to enter into an advisory and consulting
agreement with APB Associates relating to the management of the Partnership
Property; to do any and all of the foregoing at such price, rental or
amount, for cash, notes, securities or other property and upon such terms
as the Corporate General Partner deems proper; to place record title to all
or any portion of the Partnership Property or the Joint Venture Property in
the name or names of a nominee or nominees or a trustee for the purpose of
mortgage financing or any other convenience; and to enter into, execute,
acknowledge, swear to and deliver any and all contracts, agreements or
other instruments to effectuate any or all of the foregoing and to take any
such actions with respect to the Partnership Property or the Joint Venture
Property on behalf of the Partnership as a general partner under the Joint
Venture Agreement or otherwise. In addition, the Corporate General Partner
may, without the consent of or other action by any Limited Partner, admit
an assignee of a Limited Partner's interest to be a substituted Limited
Partner in the Partnership, pursuant to and subject to the terms of Section
14 hereof.  The Corporate General Partner, in its capacity as a general
partner in any partnership or joint venture which may hold title to any
Joint Venture Property, shall not do, or cause any of its subsidiaries
acting in such capacity to do, any act which would not be permitted under
this Agreement to be done by it as the Corporate General Partner, if title
to such Joint Venture Property were held directly by the Partnership and
shall, in general, act, and, to the extent possible, cause any such
subsidiary to act, in such capacity in the same manner as if title to such
property were held directly by the Partnership.

            (d)   The Corporate General Partner shall devote such time to
the Partnership business as it, in its sole discretion, shall deem to be
necessary to supervise the Partnership business and affairs in an efficient
manner; but nothing contained herein shall preclude the employment, at the
expense of the Partnership, the Joint Venture or any Building Joint
Venture, of any agent or other third party to operate and manage all or any
portion of the Partnership Property or the Joint Venture Property subject
to the control of the Corporate General Partner, the Joint Venture or a
Building Joint Venture, as the case may be.  Further, the Corporate General
Partner shall in no event be obligated as a general partner of the
Partnership to provide property management services for the Partnership
Property or the Joint Venture Property and may employ an agent or agents
for such purpose and may specifically enter into or consent to an agreement
with any Affiliate of the General Partners for property management services
to the Partnership, the Joint Venture or any Building Joint Venture;







                                      7


<PAGE>


provided, that the Corporate General Partner shall not consent or enter
into any agreement with any such Affiliate for property management services
to the Partnership, the Joint Venture or any Building Joint Venture on
terms less favorable to the Partnership, Joint Venture or a Building Joint
Venture than those customarily charged for similar services in the relevant
geographical area.  Affiliates of the General Partners may be employed or
retained by the Partnership, the Joint Venture or any Building Joint
Venture to perform leasing services for the Partnership Property or the
Joint Venture Property any may receive leasing commissions therefor;
provided, however, that any such leasing commissions may not be in excess
of those customarily charged for similar services in the relevant
geographical area.  In the case of either property management or leasing
services for a property, (i) the maximum fee from such property shall be 6%
of the gross receipts from the property being managed where the Affiliate
of the General Partners performs leasing, re-leasing and leasing related
services, and the maximum fee shall be 3% of gross receipts from the
property being managed if the Affiliate of the General Partners does not
perform leasing, re-leasing and leasing related services with respect to
the property, or (ii) if the property is leased for 10 or more years on a
net (or similar) basis, the maximum fee shall be 1% of the gross receipts
from the property being managed, except for a one time initial leasing fee
of 3% of the gross receipts on each lease payable over the first five full
years of the original term of the lease.  In addition, any property
management agreements with Affiliates shall be terminable by either party,
without penalty, upon 60 days' prior written notice.  Affiliates of the
General Partners may be employed or retained by the Partnership, the Joint
Venture or any Building Joint Venture to provide insurance brokerage
services to the Partnership, Joint Venture or Building Joint Venture;
provided, that (i) before any such brokerage services are provided, there
shall have been obtained quotes from three independent insurance brokers
relating to the proposed coverage, which quotes shall be upon coverage and
terms comparable to those proposed to be provided by such Affiliate and
such Affiliate shall not provide such insurance brokerage services unless
it can obtain such insurance at a cost which is no greater than the lowest
of the three unaffiliated insurance broker quotes, (ii) at any time, JMB
Insurance Agency, Inc. ceases to derive at least 75% of its gross income
from insurance commissions with respect to insurance written for persons
who are not Affiliates of any of the General Partners, JMB Insurance
Agency, Inc. shall not write any further insurance on behalf of the
Partnership or any Partnership Property or Joint Venture Property and (iii)
any agreement with Affiliates to provide insurance brokerage services to
the Partnership, Joint Venture or Building Joint Venture shall be
terminable by either party, without penalty, upon 60 days' prior written
notice.  No affiliate of the General Partners shall receive any commission
on the sale of any property by the Partnership, the Joint Venture or any
Building Joint Venture.

            (e)   The Corporate General Partner is hereby expressly
authorized and empowered (and all prior actions in connection therewith are
ratified), on behalf of the Partnership, to enter into with JMB Realty
Corporation, a Delaware corporation and an Affiliate of the General
Partners ("JMB"), an agreement to act as surety for the Limited Partners'
Capital Contributions and Stated Interest thereon for a fee of $1,200 per
Limited Partnership Interest (other than Limited Partnership Interests of
Limited Partners who have been permitted to make their Capital
Contributions in a single installment or Limited Partnership Interests
purchased pursuant to Section 6(h) hereof), payable on the final Periodic
Admission Date.  The Corporate General Partner is further hereby expressly
authorized and empowered (and all prior actions in connection therewith are
ratified) on behalf of the Partnership, to pay to JMB and its Affiliates,
including BPA Associates, an acquisition fee of $8,358,000 (portions of
which may be paid by BPA Associates to its Affiliates), payable $325,000 on
the final Periodic Admission Date, $4,463,000 on March 15, 1986, and
$3,570,000 on March 15, 1987, in consideration of the services of JMB or
its Affiliates, as the case may be, to the Partnership in connection with
the identification, evaluation, investigation, negotiation, selection and
purchase of the Partnership's interest in the Joint Venture.  In addition,
the Corporate General Partner is hereby expressly authorized and empowered
(and all prior actions in connection therewith are ratified), on behalf of
the Partnership, to pay to JMB a partnership loan arrangement fee of
$567,000 payable on the final Periodic Admission Date, in consideration of
JMB's services in arranging a loan for the Partnership to pay a portion of
its obligations in connection with the acquisition of its interest in the
Joint Venture and certain capital contributions and fees and expenses in
connection with such acquisition.  The






                                      8


<PAGE>


Corporate General Partner is also hereby expressly authorized on behalf of
the Partnership to pay to JMB Securities Corporation, a Delaware
corporation and an Affiliate of the General Partners, for each Limited
Partnership Interest sold through JMB Securities Corporation a selling
commission of $4,800 of which $1,600 is payable upon the closing of the
sale of such Limited Partnership Interest, $1,600 is payable on March 15,
1986, and $1,600 is payable on March 15, 1987. The Corporate General
Partner is also hereby expressly authorized and empowered (and all prior
actions in connection therewith are ratified), on behalf of the
Partnership, to enter into an agreement with the General Partners and/or
their Affiliates in order to fix the rate of earnings with respect to the
investment of all of the Working Capital Reserves pursuant to which such
General Partners and/or their Affiliates will pay to the Partnership any
deficiency in the return below 10% per annum on such Working Capital
Reserves and will be entitled to receive from the Partnership the excess,
if any, of such return over 10% per annum on such Working Capital Reserves.

            (f)   The validity of any transaction, agreement or payment
involving the Partnership and the General Partners or any Affiliate
thereof, any general partner of the Joint Venture (and any of such general
partner's Affiliates) or any general partner of any Building Joint Venture
(and any of such general partner's Affiliates) otherwise permitted by the
terms of this Agreement shall not be affected by reason of the relationship
between the Partnership or the General Partners and such Affiliate, any
general partner of the Joint Venture (and any of such general partner's
Affiliates) or any general partner of any Building Joint Venture (and any
of such general partner's Affiliates) or the approval of said transaction,
agreement or payment by directors of the Corporate General Partner or by
partners of the Associate General Partner, all or some of whom are officers
or directors of or are otherwise interested in or related to such
Affiliate.  All transactions, agreements or payments involving the
Partnership and the General Partners or any Affiliate thereof shall be on
terms no less favorable to the Partnership than those available to the
Partnership in similar dealings with unaffiliated third parties, and all
agreements and transactions shall, to the extent not earned or performed,
be terminable, without penalty, on 60 days' prior written notice by the
Partnership.  In addition, JMB (or any Affiliate or employee thereof) may
be employed by the Corporate General Partner on behalf of the Partnership
in accordance with Section II(e) hereof. The Partnership shall not make any
loans to any General Partner or any Affiliate of the General Partners.

            (g)   Any of the Partners (and any of the officers, directors,
shareholders or Affiliates of any Partner which is a corporation and any
partner or Affiliate of a Partner which is a partnership), any general
partner of the Joint Venture (and any of such general partner's
Affiliates), any general partner of any Building Joint Venture (and any
such general partner's Affiliates) and any other Person to which they are
now or in the future related or in which they do now or in the future may
have an interest, may engage in or possess any interest in other business
ventures of any kind,' independently or with others, including but not
limited to the ownership, financing, leasing, operating, management,
syndication, brokerage, development or renting of real or personal
property. The fact that a Partner (or such other Person) may encounter
opportunities 10 purchase. Otherwise acquire, lease, sell or otherwise
dispose of real or personal property and may take advantage of such
opportunities himself or introduce such opportunities to entities in which
he has or has not any interest, shall not subject such Partner (or such
other Person) to liability to the Partnership or any of the other Partners
on account of the lost opportunity. Neither the Partnership nor any Partner
shall have any right by virtue of this Agreement or the partnership
relationship created hereby, the Joint Venture Agreement or the partnership
relationship created thereby or any Building Joint Venture Agreements or
the partnership relationships created thereby in or to such ventures, or to
the distributions, proceeds, income or profits derived therefrom, and the
pursuit of such ventures, even though competitive with the business of the
Partnership, the Joint Venture or any Building Joint Venture, shall not be
deemed wrongful or improper.

            (h)   None of the General Partners, nor any partner, officer or
director of a General Partner (which General Partner is a partnership or a
corporation), shall be liable, responsible or accountable in damages or
otherwise to the Partnership or any Limited Partner for any action taken or
failure to act on behalf of (he Partnership in good faith within the scope
of the authority conferred on the General Partners by this Agreement or by
law unless such action or failure to act was performed or omitted
fraudulently or in bad faith or constituted misconduct or negligence (gross
or ordinary).




                                      9


<PAGE>


            (i)   The Partnership shall indemnify and hold harmless each
General Partner and each partner of the Associate General Partners (herein
collectively called the "Indemnified Parties") from and against any loss,
expense, damage or injury suffered or sustained by him by reason of any
acts, omissions or alleged acts or omissions arising out of his activities
on behalf of the Partnership or in furtherance of the interests of the
Partnership, including, but not limited to, any judgment, award,
settlement, reasonable attorney's fees and other costs or expenses incurred
in connection with the defense of any actual or threatened action,
proceeding or claim and including any payments made by the Corporate
General Partner to any of its officers or directors pursuant to an
indemnification agreement no broader than this Section 8(i); provided that
the acts, omissions or alleged acts or omissions upon which such actual or
threatened action, proceeding or claims are based were in good faith and
were not performed or omitted fraudulently or in bad faith or as a result
of misconduct or negligence (gross or ordinary) by such Indemnified Party.
Such indemnification shall be made only to the extent of assets of the
Partnership.

            (j)    No Limited Partner, in its capacity as a limited
partner, shall take any part in the management or control of the business
of the Partnership or transact any business for the Partnership.

            (k)   The Corporate General Partner shall have a fiduciary
responsibility for the safekeeping and use of all funds and assets of the
Partnership, whether or not in its immediate possession or control, and the
Corporate General Partner shall not employ or permit another to employ such
funds or assets in any manner except for the exclusive benefit of the
Partnership.  The funds of the Partnership shall be deposited in such bank
account or accounts, or invested in such interest-bearing or non-interest-
bearing investments, as shall be designated by the Corporate General
Partner. Such funds shall not be commingled with funds of any other real
estate limited partnership or other entity, including, without limitation,
an entity managed or advised by the Corporate General Partner or its
Affiliates. All withdrawals from any of such bank accounts shall be made by
the duly authorized agent or agents of the Corporate General Partner.

            (l)   The Corporate General Partner in its sole discretion may
(but is not required to) make, on behalf of the Partnership, the election
referred to in Section 754 of the Internal Revenue Code of 1954, as
amended, or any similar provision enacted in lieu thereof, on such terms
and conditions as it may determine in its sole discretion. Each of the
Partners shall upon request supply the information necessary to give proper
effect to such election.

            (m)   The General Partners covenant and agree that they have,
and will at all times in the future maintain, an aggregate net worth
(including the net worth of the individual managing general partners of BPA
Associates) sufficient to meet the presently existing requirements of
applicable regulations, rulings and policies of the Internal Revenue
Service in order that the Partnership will be in a position to be
classified as a partnership for Federal income tax purposes, and they will
use reasonable efforts to meet all future requirements set by the United
States of America, any agency thereof or the courts necessary for the
Partnership to be classified as a partnership for Federal income tax
purposes and not as an association taxable as a corporation.

            (n)   The failure of any Limited Partner to pay to the
Partnership the full amount of the Second Capital Contribution, Third
Capital Contribution or Fourth Capital Contribution, as the case may be, or
the Stated Interest thereon required of such Limited Partner under Section
6(d) hereof on or before March 15, 1986, March 15, 1987 and March 15, 1988,
respectively, shall be deemed a default under this Agreement by such
Limited Partner.  If at the time of such default, or at any time subsequent
thereto, the Partnership holds the defaulting Limited Partner's Promissory
Note then the Corporate General Partner, on behalf of the Partnership, may
take any actions that may be necessary or available to enforce the
Promissory Note, including, without limitation, the right to do any of the
following:  (a) commence legal proceedings against the defaulting Limited
Partner to compel payment of the Promissory Note; and (b) arrange a sale of
such defaulting Limited Partner's Interest. If the Corporate General
Partner elects to attempt to sell such defaulting Limited Partner's
Interest, the Corporate General Partner shall use its best efforts to
arrange a prompt sale of such defaulting Limited Partner's Interest in the
Partnership, the proceeds of which sale will be paid to the






                                     10


<PAGE>


Partnership to the extent necessary to satisfy such defaulting Limited
Partner's obligations to the Partnership, and any excess of such amount
will be paid to the defaulting Limited Partner, after deducting all
expenses of sale together with the Partnership's expenses related to
attempting to enforce the Limited Partner's obligations hereunder and
pursuant to the Promissory Note. Any sale arranged by the Corporate General
Partner shall be on commercially reasonable terms (taking into account the
necessity for concluding any such sale promptly, the restrictions on resale
of the Interest, the purchasers to whom it may be sold under applicable
securities laws, and the necessity of conducting a private sale of the
Interest) as determined by the Corporate General Partner in ks sole
discretion and may involve (i) the sale of all or any portion of such
Limited Partner's Interest, and (ii) the General Partners (or any Person
affiliated with the General Partners) as the prospective purchaser.  The
Corporate General Partner shall notify the defaulting Limited Partner in
writing of the terms of any proposed sale of such defaulting Limited
Partner's Interest (or any portion thereof specified by the Corporate
General Partner) which it has arranged pursuant to this Section 8(n), which
notice shall also specify the estimated amount (if any) for which the
defaulting Limited Partner will remain liable, notwithstanding such notice,
to the Partnership if such proposed sale is concluded (which amount shall
consist of the full amount of such Limited Partner's Second Capital
Contribution, Third  Capital Contribution and  Fourth Capital Contribution,
plus Stated Interest thereon, diminished by any portions thereof previously
paid by him and diminished by any anticipated net proceeds, after deducting
all expenses of sale and expenses related to attempting to enforce the
Limited Partner's obligations hereunder and pursuant to the Promissory
Note, to the Partnership from the sale of all or a portion of his Interest
in the Partnership, as set out herein above). If, as of the date seven (7)
business days after the date of such notice, the defaulting Limited Partner
has not paid the Partnership in cash the full amount of such Limited
Partner's Second Capital Contribution, Third Capital Contribution or Fourth
Capital Contribution, as the case may be, plus Stated Interest thereon,
then the Corporate General Partner may conclude the sale of the Limited
Partner's Interest (or the specified portion thereof) on the terms
specified in such notice and, upon such sale having been concluded, the
defaulting Limited Partner shall continue to be liable to the Partnership
for an amount equal to the full amount of such Limited Partner's Second
Capital Contribution, Third Capital Contribution and Fourth Capital
Contribution, plus Stated Interest thereon, diminished by any portions
thereof previously paid by him and diminished by the net proceeds (after
deducting all expenses of sale together with the Partnership's expenses of
attempting to enforce the Limited Partner's obligations hereunder and
pursuant to the Promissory Note) to the Partnership from the sale of the
Interest or portion thereof sold. Any notification required by law of
intended disposition of the Limited Partner's Interest shall be deemed
reasonably and properly given if given at least seven (7) days before such
disposition. Any excess of the net proceeds over the obligations of the
defaulting Limited Partner, following deductions for the expenses described
above, shall be paid to the defaulting Limited Partner.  The Person to whom
such defaulting Limited Partner's Interest (or portion thereof) is sold
shall take all right, title and interest of the defaulting Limited Partner
in that portion of such Interest of the defaulting Limited Partner which
was sold.  In the event that the Corporate General Partner, after following
the above procedure, is unable to arrange a sale of all or any portion of a
defaulting Limited Partner's Interest in the Partnership, then, but only if
the Corporate General Partner so elects, such Limited Partner shall lose
all right and title to or interest in that portion of his Interest which
was unsold, and that portion of his Interest shall be redistributed as
provided below and his obligations to the Partnership discharged with
respect to that unsold portion (that portion of his Interest which had not
been sold being divided pro rata among the non-defaulting Limited Partners
and the General Partners, or, in the event of any such breach and default
by all of the Limited Partners, that portion of their Interests which had
not been sold being divided pro rata between the Corporate General Partner
and BPA Associates); for purposes hereof, such pro rata division shall
result in a defaulting Limited Partner receiving or being allocated, as the
case may be, for purposes of determining all cumulative cash distributions
and profit and loss, respectively, of the Partnership, only a percentage of
such allocations and distributions with respect to that portion of the
Partnership's fiscal year occurring before the date of such election, such
percentage being equal to the amount of his actual Capital Contributions
plus Stated Interest and Surety Fee actually paid expressed as a percentage
of the total Capital Contributions plus Stated Interest plus Surety Fee he
was





                                     11


<PAGE>


obligated to make. Nothing herein shall obligate the Corporate General
Partner to make the election referred to in the preceding sentence or limit
any right of the Partnership to enforce a Promissory Note.

            (o)   Notwithstanding any other provision of this Agreement,
(i) if, as a result of the enactment of new Federal tax or other
legislation the Partnership is or would become or is or would be held to be
taxable as a corporation or the Partnership or some or all of the Limited
Partners are or would be otherwise adversely affected, and (ii) if the
Partnership or some or all of the Limited Partners would benefit therefrom,
the Corporate General Partner, in its sole discretion and without the
consent of the Limited Partners, may take any and all such actions it may
deem necessary or appropriate to qualify the Partnership (or a successor
entity or entities holding all or any portion of the Partnership's
property) for taxation as one or more real estate investment trusts under
Sections 856 to 860 of the Internal Revenue Code of 1954, as amended (the
"Code") (or similar or successor provisions). Such actions may include, but
shall not be limited to, amending the Partnership Agreement or reorganizing
the Partnership into some other form of association such as a corporation
or a business trust.  The Corporate General Partner shall effectuate any
such qualification, amendment or reorganization so that, to the extent
possible and legally permissible under the circumstances, the respective
interests of the Partners in the assets and income of the Partnership (or
successor entity) immediately following such qualification, amendment or
reorganization are substantially equivalent to such interests immediately
prior thereto.

            (p)   The Corporate General Partner is hereby authorized and
empowered (and all prior actions in connection therewith are ratified), on
behalf of the Partnership, to enter into an agreement with the General
Partners and/or Affiliates to make loans to the Partnership at the time of
distributions pursuant to Section 11 (a) hereof with respect to each fiscal
quarter of each fiscal year (or portion thereof) during the term of such
agreement, in an amount not in excess of the lesser of (i) the amounts
distributed to the General Partners pursuant.to Section 11(a) hereof with
respect to such fiscal quarter (or portion thereof) or (ii) the difference,
if any, between an amount equal to 7% per annum of the aggregate Adjusted
Total Investment of the Limited Partners with respect to such fiscal
quarter (reduced proportionately in the case of a period of less than a
fiscal quarter) and the amounts distributed to the Limited Partners
pursuant to Section 11(a) hereof with respect to such fiscal quarter (or
portion thereof).  Such loans shall bear interest at a rate not in excess
of 10% per annum, compounded annually, with principal and interest payable
as provided in Section 11(b) hereof. The proceeds of any loan made pursuant
to such agreement shall be distributed 100% to the Limited Partners pro
rata in accordance with their Percent Interests.

            (q)   Beginning on January 1, 1993 any General Partner which is
not a corporation may withdraw from the Partnership without thereby
incurring any liability to the Partnership or to any Partner at the end of
any calendar year upon 30 days' prior notice to the other General Partners
(and any general partner of a partnership which is a General Partner may
withdraw from such partnership without thereby incurring any liability to
the Partnership or to any Partner) so long as:

                  (i)   after such withdrawal there would remain at least
one General Partner, and

                  (ii)  such withdrawal would not (in the opinion of the
Partnership's legal counsel, which shall be conclusive for this purpose)
result in the Partnership's ceasing to be treated as a partnership for
purposes of the then applicable provisions of the Code, and

                  (iii) the remaining General Partner (or General Partners)
shall have agreed to elect to continue the Partnership business after such
withdrawal and to comply with the requirements of

      Section 13(a) with respect to such election.

      9.    Allocation of Profits and Losses.

            (a)   The profits or losses for tax purposes of the
Partnership, other than any profits or losses attributable to the sale or
other disposition of all or any substantial portion of the Partnership
Property or the Joint Venture Property, shall be allocated as follows:
subject to the provisions of Section 9(e) below, 96% of such profits or
losses shall be allocated among the Limited Partners in proportion to their
respective Percent Interests, and 4% of such profits or losses shall be
allocated to the General Partners; provided,  however, that the  books of
the Partnership shall be closed immediately prior to the first Periodic
Admission Date and any such profits or losses attributable to the portion
of the fiscal year occurring prior to the first Periodic Admission Date
shall be allocated 99.99% to the General Partners and 0.01% to the Initial
Limited Partner;

                                     12


<PAGE>


            (b)   The profits of the Partnership from any sale or other
disposition of all or any substantial portion of the Partnership Property
or the Joint Venture Property, after deducting any expenses relating to
such sale or other disposition, shall be allocated as follows: (i) first,
there shall be allocated to the General Partners an amount equal to the
greater of (A) 1% of such profits or (B) the amount distributable (in
excess of the General Partners' aggregate net positive Capital Account
balances) to the General Partners as Sale Proceeds or Financing Proceeds
from such sale or other disposition in accordance with Section 11(b) hereof
to be allocated among the General Partners in proportion to the amount of
such proceeds distributed to each General Partner; (ii) second, if the
Capital Accounts with respect to each Limited Partnership Interest of the
Limited Partners are not then equal, profits shall be allocated to the
holder of a Limited Partnership Interest with a Capital Account which is
smaller in amount (or greater in deficit) than the Capital Account for any
other Limited Partnership Interest until the balance in such Capital
Account equals the balance in the Capital Account of the Limited
Partnership Interest which was next smallest in amount (or next greatest in
deficit) before such allocation, and thereafter such profits shall continue
to be allocated to each successive holder or group of holders of Limited
Partnership Interests with Capital Accounts which are smallest in amount
(or greatest in deficit), until either the balances of all Capital Accounts
with respect to the Limited Partnership Interests are equal or all such
profits have been allocated; and (iii) third, any remaining profits shall
be allocated among the Limited Partners in proportion to their respective
Percent Interests.  Notwithstanding the allocation in the first sentence of
this Section 9(b), if, after such allocation, the aggregate deficit
balances, if any, in the Capital Accounts of the General Partners would be
greater in absolute amount than the Potential Unrealized Gain (as
hereinafter defined) of the Partnership on the date of such allocation (for
such purposes such Potential Unrealized Gain is to be allocated pro rata
among the General Partners in proportion to the negative balances in their
respective Capital Accounts), then the allocation of profits to the Limited
Partners under clause (iii) of the first sentence of this Section 9(b)
shall be reduced and the allocation of profits to the General Partners
under clause (i) of the first sentence of this Section 9( b) shall be
increased (to be shared by them in proportion to the deficit balances in
their respective Capital Accounts) to the extent necessary to cause the
aggregate deficit balances in the Capital Accounts of the General Partners
after such allocation to be equal in absolute amount to the Potential
Unrealized Gain (but the allocation of profits under clause (ii) of the
first sentence of this Section 9(b) shall not be affected by this
sentence).  Notwithstanding the allocation in the first sentence of this
Section 9(b), if, at any time profits are realized by the Partnership on
the sale or other disposition of all or any substantial portion of the
Partnership Property or the Joint Venture Property, any current or
anticipated reduction of the Partnership's indebtedness (including the
Partnership's share of the indebtedness of the Joint Venture or the
Building Joint Ventures) or any future distribution of cash to the General
Partners, as calculated by the Corporate General Partner, would cause the
deficit balances in the Capital Accounts of any or all of the General
Partners to be greater than its or their share of the Partnership's
indebtedness (including the Partnership's share of the indebtedness of the
Joint Venture and the Building Joint Ventures) after such reduction or
distribution, then the allocation of profits to the Limited Partners under
clause (iii) of the first sentence of this Section 9(b) shall be reduced
and the allocation of profits to the General Partners under clause (i) of
the first sentence of this Section 9(b) shall be increased (to be shared by
them in proportion to the deficit balances in their respective Capital
Accounts) to the extent necessary to cause the deficit balance in each
General Partner's Capital Account to be equal to such General Partner's
share of the Partnership's indebtedness (including the Partnership's share
of the indebtedness of the Joint Venture or the Building Joint Ventures)
after such reduction or distribution (but the allocation of profits under
clause (ii) of the first sentence of this Section 9( b) shall not be
affected by this sentence).  "Potential Unrealized Gain" shall equal the
amount of profits which would be realized by the Partnership for Federal
income tax purposes (to be shared pro rata in proportion to the respective
deficit balances of the General Partners) if all Partnership Property and
Joint Venture Property (including the Joint Venture's interests in the
Building Joint Ventures) were sold for their fair market value as
determined by the Corporate General Partner (and all installment
receivables of the Partnership, the Joint Venture and the Building Joint
Ventures were collected) on the date of such allocation. Notwithstanding
anything to the contrary in this Agreement, upon the ultimate liquidation
of the Partnership, if a General





                                     13


<PAGE>


Partner has a deficit balance in its Capital Account (after giving effect
to the allocations set forth in this Agreement, including without
limitation the allocations set forth in this Section 9(b)), such General
Partner will make a capital contribution which, when added to the amount
contributed by such General Partner pursuant to Sections 11(b) and 13(e)
hereof, is equal to such deficit balance. Notwithstanding any adjustment of
the allocation of profits or losses provided in this Agreement by any
judicial body or governmental agency, the allocations of profits or losses
provided in this Agreement shall control for all other purposes of this
Agreement (or any amendment hereto, including any amendment pursuant to
Section 19(d)), including without limitation, the determination of the
Partners' Capital Accounts for all purposes of this Agreement.

            (c)   The losses from any sale or other disposition of all or
any substantial portion of the Partnership Property or the Joint Venture
Property shall be allocated 99% among the Limited Partners in proportion to
their respective Percent Interests, and 1% to the General Partners.

            (d)   "Profits" or "losses" as used herein include, without
limitation, each item of Partnership income, gain, loss and deduction (as
determined for Federal income tax purposes), and the Partnership's
allocable share of each such item from the Joint Venture under the Joint
Venture Agreement, including the Joint Venture's allocable share of each
such item from the Building Joint Ventures under the Building Joint Venture
Agreements.   Any credits of the Partnership (as determined for Federal
income tax purposes) for a fiscal year shall be allocated as profits or
losses of the Partnership (other than any profits or losses attributable to
the sale or other disposition of all or any substantial portion of the
Partnership Property or the Joint Venture Property) in accordance with this
Section 9, except that any investment tax credit shall be allocated only
among those Partners who were partners (for Federal income tax purposes) on
the date the property with respect to which such credit is earned was
placed in service by the Partnership or, in the case of any Joint Venture
Property, by the Joint Venture or by the applicable Building Joint Venture,
as the case may be.

            (e)   The losses of the Partnership allocable with respect to
Limited Partnership Interests for the calendar year 1985 shall be allocated
on the basis of interim closings of the Partnership's books on a cash basis
on each Periodic Admission Date and on December 31, 1985, and losses for
such respective period shall be allocated among the Limited Partners who
were Limited Partners during the period for which losses are being
allocated in a manner which, to the extent possible, will cause each
Limited Partner admitted as of a 1985 Periodic Admission Date after the
first 1985 Periodic Admission Date (if any such succeeding Periodic
Admission Dates occur) to be allocated, with respect to each Limited
Partnership Interest, losses equal to such Limited Partner's Admission Date
Percentage (as hereinafter defined) of the losses allocated to a Limited
Partner admitted as of the first 1985 Periodic Admission Date with respect
to each Limited Partnership Interest.  The term "Admission Date Percentage"
means an amount equal to 100% reduced by 2% for each month by which the
month in which such Limited Partner's 1985 Periodic Admission Date occurs
is later than the month in which the first 1985 Periodic Admission Date
occurs.  For example, if the first Periodic Admission Date occurs as of
June 1, 1985, and a Periodic Admission Date occurs as of August 1, 1985,
then a Limited Partner admitted as of such later date will, to the extent
possible, be allocated 96% of the losses per Limited Partnership Interest
which are allocated to a Limited Partner admitted as of the first 1985
Periodic Admission Date, because the Limited Partners admitted at such
later date would be allocated 100% less 2% per month multiplied by the
number of months (in this case, two) since June.

      Further, in the event that the Capital Account balance (following all
of the above allocations for calendar year 1985) for any holder of a
Limited Partnership Interest is greater than it would be if all 1985 losses
allocable to the Limited Partners had been allocated in the percentages
specified in the preceding paragraph of this Section 9(e) (due to
applicable law or otherwise), then profits or losses of the Partnership
from operations for calendar year 1986 shall first be allocated in an
amount and manner such that the Capital Account balances for all Limited
Partners are consistent with the ratios specified in the preceding
paragraph of this Section 9(e).  Thereafter, all such profits or losses
allocable to the Limited Partners shall be allocated in accordance with
Sections 9(a), 9(b) and 9(c) hereof, as applicable.







                                     14


<PAGE>


            (f)   Profits or losses allocable to the General Partners
pursuant to this Section 9 shall be allocated among the Corporate General
Partner and the Associate General Partners as follows:

                  (i)   Profits or losses allocable to the General Partners
pursuant to Section 9(a) shall be allocated 59.79% to the Corporate General
Partner, 14.95% to BPA Associates and 25.26% to APB Associates; and

                  (ii)  Profits or losses allocable to the General Partners
pursuant to clause (i)(A) of the first sentence of Section 9(b) and
pursuant to Section 9(c) shall be allocated 3737% to the Corporate General
Partner, 37.37% to BPA Associates and 25.26% to APB Associates.

      Notwithstanding anything to the contrary that may be expressed or
implied in this Agreement the interests of all of the General Partners
taken together in each item of Partnership income gain, loss, deduction or
credit will be equal to at least 1% of each of those items at all times
during the existence of the Partnership. In determining the interests of
the General Partners in those items, any Limited Partnership Interests
owned by the General Partners shall not be taken into account.

            (g)   The Corporate General Partner may amend the allocations
set forth in this Section 9 in accordance with the provisions of Section
19(d).

            (h)   Notwithstanding the foregoing provisions of this
Section 9, in the event the Surety Fee is deemed to be a Partnership
expenditure, such deduction shall be allocated to those Limited Partners
paying their Capital Contributions in four installments (not including the
General Partners with respect to those Limited Partnership Interests
purchased pursuant to Section 6(h)).

      10.   Records and Books of Account. Proper and complete records and
books of account of the business of the Partnership shall be kept at the
principal office of the Partnership, and shall be open to inspection by any
Partner or his designated representatives at any reasonable time during
business hours.  The Partnership books and records shall be kept in
accordance with good accounting practice (except that the Capital Accounts
shall be kept for tax purposes in accordance with tax accounting methods),
shall initially be kept on the cash basis, and may thereafter be kept for
accounting purposes on the cash or accrual basis, as the Corporate General
Partner shall determine.  The Partnership books and records shall initially
be kept on the cash basis for tax purposes, and may thereafter be kept on
the cash or accrual basis for tax purposes, as the Corporate General
Partner shall determine.  Quarterly reports will be provided to the Limited
Partners describing the status and operations of the Partnership Property
and the Joint Venture Property. The Corporate General Partner shall cause
to be sent to each Partner within 120 days after the end of each
Partnership fiscal year (which shall be on a calendar year basis) financial
statements including a balance sheet and related statements of income and
changes in financial position, accompanied by a report of an independent
certified public accountant stating that an audit of such financial
statements has been made in accordance with generally accepted auditing
standards. The annual financial statements .sent to the Limited Partners
pursuant to the preceding sentence will contain a complete statement of
compensation and fees paid or accrued by the Partnership to the General
Partners and their Affiliates. The Corporate General Partner shall cause to
be delivered to each Partner, and to each assignee of an Interest (or
portion thereof), an estimated statement of Partnership profit or loss for
the current fiscal year of the Partnership, which is expected to be
delivered by November 1 of each year, but in no event later than November
15 of each year. The Corporate General Partner shall cause to be sent to
each Partner, and to each assignee of an Interest (or any portion thereof)
within 90 days after the end of each Partnership fiscal year, a statement
showing such Partner's share of profits or losses, and credits of the
Partnership for such year for Federal income tax purposes and such further
tax information as shall be necessary for the preparation by such Partner
of his Federal income tax return.

      11.    Distributions of Partnership Funds.

            (a)   Distributable Cash. Distributions of Distributable Cash
(hereinafter defined) shall be made in such amounts, if any, as the
Corporate General Partner may determine and at such times as the







                                     15


<PAGE>


Corporate General Partner may determine but not less frequently than once
with respect to each calendar quarter commencing with respect to the first
quarter of 1989. The Distributable Cash, if any, of the Partnership for
each fiscal quarter shall be distributed within 60 days after the close of
such quarter to those persons who are recognized as Partners as of the last
day of the fiscal quarter for which the distribution is being made as
follows:

                  (i)   6.25% of the amount being disbursed shall be paid
to the Corporate General Partner and APB Associates as a fee for managing
the affairs of the Partnership;

                  (ii)  the remainder of the amount  being disbursed shall
be distributed 96% to the Limited Partners in proportion to their
respective Limited Partnership Interests and 4% to the General Partners.

      The term "Distributable Cash" as used herein with respect to any
period shall mean all cash revenues and funds received by the Partnership
(other than funds received as Capital Contributions or the proceeds of any
loan, refinancing or the sale or other disposition of all or any
substantial portion of the Partnership Property or of all or any
substantial portion of the Joint Venture Property, but including, however,
such amounts from Working Capital Reserves as the Corporate General Partner
may determine, whether from Capital Contributions or otherwise, and any
interest earned or payments received on account of the Working Capital
Reserves) in such period, less the sum of the following (to the extent not
made from funds received as Capital Contributions or the proceeds of any
loan, refinancing or the sale or other disposition of all or any
substantial portion of the Partnership Property or the Joint Venture
Property): (i) all sums paid to lenders (including the General Partners and
their Affiliates in their capacity as lenders) in such period, (ii) all
cash expenditures (including capital expenditures) made in such period
incident to the normal operation of the business of the Partnership, the
Joint Venture or the Building Joint Ventures including the fees,
reimbursements and other amounts payable to the General Partners and
Affiliates thereof pursuant to Sections 8(d), 8(e), 8(f), 8(p) and 11(e)
hereof, and (iii) such Working Capital Reserves as the Corporate General
Partner reasonably determines to be necessary or appropriate. Distributable
Cash does not include the proceeds of loans made to the Partnership
pursuant to Section 8(p) hereof.

            (b)   Sale Proceeds or Financing Proceeds. The entire net
proceeds received by the Partnership, after payment of any brokerage
commissions and other expenses incurred in connection with any refinancing
of any mortgage or other security interest upon any of the Partnership
Property or the Joint Venture Property or any new or additional mortgages
or other security interests placed upon any such property, and payment of
any indebtedness being financed or refinanced, less any portion thereof
required for appropriate Partnership, Joint Venture or Building Joint
Venture expenses (including without limitation the payment of any
indebtedness of the Partnership, the Joint Venture or any Building Joint
Venture) and any reserves for expenditures, acquisitions, working capital,
contingent or unforeseeable liabilities or obligations of the Partnership,
the Joint Venture or any Building Joint Venture, or otherwise, deemed
reasonably necessary by the Corporate General Partner, and less any amount
considered necessary by the Corporate General Partner to purchase any
interest in the Joint Venture, a Building Joint Venture or any Joint
Venture Property (whether pursuant to rights contained in the Joint Venture
Agreement, a Building Joint Venture Agreement or otherwise) are herein
called "Financing Proceeds".  Financing Proceeds do not include the
proceeds of loans made to the Partnership pursuant to Section 8(p) hereof.

The entire net proceeds received  by the Partnership from the sale or other
disposition of all or any substantial portion of the Partnership Property
or the Joint Venture Property (other than by sale, directly or indirectly,
to the Partnership or the Joint Venture) after deducting payment of
brokerage commissions and other expenses incurred in connection with such
sale or other disposition and payment of any mortgage or other indebtedness
of the Partnership for borrowed money other than indebtedness assumed by
the purchaser, and less any portion thereof required for appropriate
Partnership, Joint Venture or Building Joint Venture expenses and less any
reserves for expenditures, acquisition, working capital, contingent or
unforeseeable liabilities or obligations of the Partnership, the Joint
Venture or the Building Joint Ventures, or otherwise, deemed reasonably
necessary by the Corporate General Partner, and less any amount







                                     16


<PAGE>


considered necessary by the Corporate General Partner to purchase any
interest in the Joint Venture a Building Joint Venture or any Joint Venture
Property (whether pursuant to rights contained in the Joint Venture
Agreement, a Building Joint Venture Agreement or otherwise), including any
interest (except to the extent paid with respect to interest on any
underlying loan and except that such interest shall be treated  as
Distributable Cash to the extent necessary to cause the Limited Partners'
cumulative distribution of Distributable Cash land of proceeds from loans
made to the Partnership pursuant to Section 8(p)) with respect to all
fiscal quarters through the end of the year of such receipt to equal 6% of
the Current Capital Investment for such years commencing with the first
calendar quarter following the calendar quarter in which the Fourth Capital
Contribution is due) principal or other cash proceeds received by the
Partnership as proceeds of any purchase money obligation arising from any
sale or other disposition of Partnership Property or Joint Venture Property
are herein called "Sale Proceeds".

      Sale Proceeds and any Financing Proceeds which are distributed to the
Partners shall be distributed as follows:

            (i)   first, 99% to the Limited Partners and  1% (o the General
Partners to the extent that all previous distributions to the Limited
Partners under this Section 11(b)(i) do not equal the Capital Contributions
with respect to Limited Partnership Interests;

            (ii)  second, 99% to the Limited Partners and 1% to the General
Partners until the Limited Partners have received an amount equal to (x)
the sum of the amounts by which, for all fiscal years (or portions (hereof)
commencing with the first calendar quarter following the calendar quarter
in which the Fourth Capital Contribution is due and continuing through the
fiscal year for which such distribution is made, the sum of Distributable
Cash distributed to the Limited Partners pursuant to Section 11(a) and of
proceeds from loans made to the Partnership pursuant to Section 8(p) for
such years was less than 6% per annum of the Current Capital Investment for
such years (so that for the purposes of the computation of such deficiency,
the amount by which distributions of Distributable Cash and of proceeds
from loans made to the Partnership pursuant to Section 8(p) for any fiscal
years were in excess of 6% per annum of the Current Capital Investment of
Limited Partners shall be credited to reduce any deficiency for any other
fiscal year) less (y) the sum of all previous distributions made to the
Limited Partners out of Sale Proceeds or Financing Proceeds pursuant to
this Section 11(b)(ii);

            (iii) third, after repayment of any loans made to the
Partnership pursuant to Section 8(p) hereof, in the case of sales of the
Partnership Property or the Joint Venture Property (collectively,' the
"Properties" and individually a "Property"), subject to the limitations set
forth in Section 11(d), an amount to the General Partners equal to 3% of
the Partnership's proportionate share (e.g.. 100% in the case of sales of
the Partnership Property, 25% in the case of sales of Joint Venture
Property by the Joint Venture and 1-5/7% of 46.5% in the case of sales of
the Joint Venture Property by a Building Joint Venture) of the gross
selling price of the Property being sold plus up to 3% of the Partnership's
proportionate share of the aggregate selling prices of Properties
previously sold to the extent the General Partners have not previously
received such 3% of the Partnership's proportionate share of the selling
prices of such Properties by reason of clauses (i) and (ii) of this Section
11(b) (the selling price or prices of all such Properties to include the
amount of any indebtedness to which such Property or Properties are subject
or which is assumed by the buyer); and

            (iv)  fourth, after repayment of any loans made to the
Partnership pursuant to Section 8(p) hereof, the balance 85% to the Limited
Partners and 15% to the General Partners.

      The calculations provided under this Section 11(b) shall be made on a
cumulative basis so that if it is determined, on any date on which a
distribution of Sale Proceeds or Financing Proceeds is to be made, that
distributions previously made under clause (ii) hereof plus cumulative
distributions of Distributable Cash made to the Limited Partners under
Section 11(a) and of proceeds from loans made to the Partnership pursuant
to Section 8(p) exceed 6% per annum of the Current Capital









                                     17


<PAGE>


Investment for each year or part thereof (beginning with the first calendar
quarter following the calendar quarter in which the Fourth Capital
Contribution is due ("excess distributions")), then the General Partners
shall receive distributions from such Sale Proceeds or Financing Proceeds
in an amount equal to the sum of (x) the amount of such Sale Proceeds or
Financing Proceeds (undiminished by the amount determined under (y) hereof)
to which the General Partners are entitled pursuant to clauses (iii) and
(iv) hereof, plus (y) the amount the General Partners would have received
pursuant to clauses (iii) and (iv) hereof if the excess distributions had
been distributed to the Partners at the time of such prior distributions.

      In the event that Acquisition Fees paid to anyone exceed 17% of the
aggregate of Capital Investments with respect to Limited Partnership
Interests, the amount distributable to the General Partners pursuant to
Section 11(b)(i) and (ii) shall be reduced by the amount of any such
excess.

      If,  upon  the  completion  of  the  liquidation  of  the
Partnership  and  the  distribution  of  all Partnership funds, the sum of
the Capital Investments with respect to Limited Partnership Interests plus
the maximum amount distributable to the Limited Partners under Section 1
l(b)(ii) exceeds the distributions of Sale Proceeds or Financing Proceeds
to the Limited Partners pursuant to Sections 11(b)(i) and (ii) (said excess
is hereinafter referred to as the "Excess Amount"), the General Partners
shall make Capital Contributions to the Partnership (which contributions
shall be credited to their Capital Accounts) in an amount equal to the
lesser of the Excess Amount or the amounts of Sale Proceeds or Financing
Proceeds received by the General Partners pursuant to Sections 1 l(b)(i)
and (ii).  Such Capital Contributions are to be made by the General
Partners in proportion to the amounts of Sale Proceeds or Financing
Proceeds received by them pursuant to Sections 1 l(b)(i) and (ii), and
shall be distributed to the Limited Partners.

            (c)   Except as provided in the succeeding sentence of this
Section 11(c), any distribution of Sale Proceeds or Financing Proceeds to
the Limited Partners shall be made with respect to each Limited Partnership
Interest outstanding at the time of such distribution in the proportion
which such Limited Partnership Interest bears to the total number of
Limited Partnership Interests then outstanding. If the Capital Accounts
with respect to all Limited Partnership Interests are not equal at the time
of any such distribution of Sale Proceeds to the Limited Partners under
Section 11(b)(iv), any such distribution of Sale Proceeds distributable to
the Limited Partners shall be made first with respect to any Limited
Partnership Interests with Capital Accounts immediately prior to such
distribution showing a balance which is greater in positive amount (or
lesser in deficit) than the Capital Accounts for any other Limited
Partnership Interests, after taking into account any allocation of gain
pursuant to Section 9(b)(ii), such distribution to be made with respect to
and among the holders of such Limited Partnership Interests showing such a
greater positive (or lesser deficit) balance in their Capital Accounts in a
manner so as to equalize to the extent possible the Capital Accounts for
all Limited Partnership Interests following such distribution; provided
that in the event the Corporate General Partner reasonably anticipates that
the Capital Accounts with respect to all Limited Partnership Interests
will, apart from such distribution, be equal by the end of the following
fiscal year, such distribution shall be made in accordance with the
preceding sentence in the same manner as if such Capital Accounts were
equal at the time of such distribution.

            (d)   The amount distributable to the General Partners under
Section 11(b)(iii) in connection with sale of a Property shall in no event
exceed 50% of the amount customarily charged in connection with sales of
properties in arm's-length transactions by non-affiliates of JMB rendering
real estate brokerage services as an on-going public activity in the same
geographical location and for comparable property; provided, however, thai
the amount distributable to the General Partners under Section 11(b)(iii)
plus the real estate commission paid to anyone in connection with the sale
of a Property shall in no event exceed the lesser of (i) 6% of the gross
purchase price of the Property paid to the Partnership, the Joint Venture
or a Building Joint Venture, as the case may be, by the purchaser, or (ii)
the amount customarily charged in connection with sales of properties in
arm's- length transactions by non-affiliates of JMB rendering real estate
brokerage services as an on-going public activity in the same geographical
location and for comparable property. Notwithstanding all other provisions
of this Section 11(d), no Affiliate of the General Partners shall be given
the exclusive





                                     18


<PAGE>


right to sell or exclusive employment to sell any Partnership Property or
Joint Venture Property and no amounts shall be distributable to the General
Partners under Section 1 l(b)(iii) unless the General Partners, the Joint
Venture or their Affiliates perform services in connection with the sale of
a property.

            (e)   Except as provided herein, all of the Partnership's
expenses shall be billed directly to and paid by the Partnership. The
Partnership shall pay Organizational and Offering Expenses incurred in the
creation of the Partnership and the sale of Limited Partnership Interests.
The foregoing expenses may be paid directly by the Partnership or may be
reimbursed by the Partnership to Affiliates of the Corporate General
Partner; provided, however, that with respect to Organizational and
Offering Expenses relating to the organization of the Partnership, the
Partnership shall not pay salaries to, and the Corporate General Partner or
its Affiliates may not be reimbursed for the salaries and related salary
expenses incurred by, any Controlling Person (as defined below).
Reimbursements (other than for Organizational and Offering Expenses) to the
General Partners or any Affiliates shall not be allowed, except for (i) the
actual cost to the General Partners or such Affiliates of goods, materials
and services used for or by the Partnership and obtained from entities
which are not affiliated with the General Partners; (ii) salaries and
related salary expenses for services which could be performed directly for
the Partnership by independent parties, such as legal, accounting, transfer
agent, data processing, duplicating and other such services; (iii)
Partnership reports and communications to investors; and (iv)
administrative services necessary to the prudent operation of the
Partnership. No reimbursement under clauses (ii) through (iv) above shall
be permitted for services for which the General Partners or Affiliates
receive a separate fee or for (x) the salaries and related salary expenses
incurred by any Controlling Person and (y) any indirect expenses incurred
by them in performing services for the Partnership, such as rent,
depreciation charges relating to capital equipment, utilities and other
administrative items. "Controlling Person" for purposes of this Section 1
l(e) shall mean any person, regardless of title, who performs executive or
senior management functions for the General Partners or Affiliates similar
to those of directors, executive management and senior management, or any
person who either holds 5% or more equity interest in the General Partners
or Affiliates or has the power to direct or cause the direction of the
General Partners or Affiliates, whether through the ownership of voting
securities, by contract, or otherwise, or, in the absence of a specific
role or title, any person having the power to direct or cause the direction
of the management level employees and policies of the General Partners or
Affiliates. It is not intended that every person who carries a title such
as vice president, senior vice president, secretary or treasurer be
included in the definition of Controlling Person.  In no event shall any
amount charged to the Partnership as a reimbursable expense by the General
Partners exceed the lesser of (a) the actual cost of such services, or (b)
the amount which the Partnership would be required to pay to independent
parties for comparable services. In the Partnership's annual report to
Limited Partners, there shall be provided an itemized breakdown of
reimbursements made to the Corporate General Partner and any Affiliates
pursuant to this Section 1 l(e). The reimbursement for expenses provided in
this Section 1 l(e) shall be made to the General Partners regardless of
whether any distributions are made to the Limited Partners under the
provisions of Section 11(a) hereof.

            (f)   Distributions to the General Partners of Distributable
Cash and Sale Proceeds and Financing Proceeds pursuant to this Section 11
shall be distributed among the Corporate General Partner and the Associate
General Partners as follows:

                  (i)   Distributable Cash distributable to the Corporate
General Partner and APB Associates pursuant to Section 11(a)(i) shall be
distributed 79.79% to the Corporate General Partner and 20.21% to APB
Associates;

                  (ii)  Distributable Cash distributable to the General
Partners pursuant to Section 11(a)(ii) shall be distributed 63.83% to the
Corporate General Partner, 15.96% to BPA Associates and 20.21% to APB
Associates;

                  (iii) Sale Proceeds and Financing Proceeds distributable
to the General Partners pursuant to Section 11(b)(i) and (ii) shall be
distributed 1% to the Corporate General Partner, 24% to BPA Associates and
75% to APB Associates; and





                                     19


<PAGE>


                  (iv)  Sale Proceeds and Financing Proceeds distributable
to the General Partners pursuant to Sections 11(b)(iii) and (iv) shall be
allocated 12.5% to the Corporate General Partner, 12.5% to BPA Associates
and 75% to APB Associates until APB Associates has received Sale Proceeds
under Sections 11(b)(iii) and (iv) and this Section 11(f)(iv) in an amount
equal to 32.6% of the aggregate amounts distributed to the General Partners
pursuant to Sections 11(b)(i) and (ii), and thereafter Sale Proceeds and
Financing Proceeds distributable to the General Partners pursuant to
Sections 11(b)(iii) and (iv) shall be distributed 42.424% to the Corporate
General Partner, 42.424% to BPA Associates and 15.152% to APB Associates.

            (g)   The Partnership shall have the right to offset any
Limited Partner's share of Distributable Cash, Sale Proceeds, Financing
Proceeds, proceeds of loans made to the Partnership pursuant to Section
8(p), or any amounts owed by the Partnership to such Limited Partner
against any amount owed by such Limited Partner to the Partnership under
his Promissory Note or hereunder.

      12.   Representations of the Limited Partners. Each Limited Partner,
or each individual signing on behalf of a Limited Partner that is not an
individual, by executing this Agreement, represents:

            (a)   That the individual signing as, or on behalf of, a
Limited Partner is over the age of twenty-one (21) years and is experienced
in business affairs;

            (b)   That the Limited Partnership Interests being purchased by
such Limited Partner are for long-term investment and without present
intention of resale or other disposition; and

            (c)   That such Limited Partner is financially responsible and
able to meet his obligations hereunder, and that such Limited Partner knows
and acknowledges that this investment is by its nature highly speculative
and illiquid and that the transfer of the Limited Partnership Interests is
restricted.

      13.   Dissolution.

            (a)   The dissolution, bankruptcy or withdrawal from the
Partnership of any General Partner shall dissolve the Partnership unless
within sixty (60) days thereafter all the remaining General Partners (or
General Partner, as the case may be) shall elect to continue the
Partnership business, which election shall be evidenced by a writing signed
by the remaining General Partners (or General Partner) and deposited at the
principal business office of the Partnership to be kept there with the
records and books of the Partnership (no other action or filing shall be
required to complete or evidence such election, except as may be required
by law). In such event, the Partnership shall not be dissolved, but Shall
continue with the remaining General Partners (or General Partner) as
General Partners (or General Partner).  In the event that the only
remaining General Partner or General Partners shall be Associate General
Partners, all rights, power and authority vested by this Agreement in the
Corporate General Partner shall be vested in BPA Associates, if it is a
remaining Associate General Partner, or, if not, such other Associate
General Partner which is remaining. In the event no such election is made,
the Partnership shall be dissolved and terminated in accordance with
Section 13 hereof.  In the event of the bankruptcy, dissolution or
withdrawal of any of the General Partners during the first 10 years of the
Partnership or during such time as the Partnership retains its original
properties, whichever is shorter, the remaining General Partners will elect
to continue the Partnership for such period. In the event of the
bankruptcy, dissolution or withdrawal of a General Partner at any time
during the life of the Partnership, the remaining General Partners shall
promptly give the Limited Partners notice of the occurrence of an event
constituting such bankruptcy, dissolution or withdrawal. If there is at any
time only one General Partner, the sole General Partner shall give the
Limited Partners 60 days' prior written notice of its intent to voluntarily
withdraw as a General Partner of the Partnership.  The Corporate General
Partner hereby agrees not to withdraw as a General Partner of the
Partnership during the period of 10 years from the date of the Private
Offering Memorandum unless, prior to such withdrawal, the Limited Partners
have exercised their right pursuant to Section 17 (and subject to the
conditions set forth therein) to elect a new General Partner.

            (b)   All the Partners may agree in writing from time to time
to admit to the Partnership one or more new General Partners either in
addition to or in substitution of one or more of the previously incumbent
General Partners. No such addition or substitution of a new General Partner
shall work a dissolution of the Partnership.


                                     20


<PAGE>


            (c)   Only the happening of one of the following events shall
work a dissolution of the Partnership:

                  (i)   The bankruptcy, dissolution or withdrawal from the
Partnership of the last remaining General Partner;

                  (ii)  The reduction to cash or cash equivalents (other
than purchase money notes and security interests) of the Partnership
Property;

                  (iii) The agreement in writing by all of the Partners to
dissolve the Partnership or subject to Section 17(b), the vote of the
Limited Partners under Section 17(a); or

                  (iv)  The termination of the term of the Partnership
pursuant to Section 5 of this Agreement.

      For purposes of Section 13(c)(i), the "bankruptcy" of a General
Partner shall be deemed to have occurred upon the expiration of 60 days
following the happening of any of the following (unless such case is
dismissed or the event is otherwise cured): (i) the filing of an
application by such General Partner for, or a consent to, the appointment
of a trustee of its assets, (ii) the filing by such General Partner of a
voluntary petition in bankruptcy or the filing of a pleading in any court
of record admitting in writing its inability to pay his debts as they come
due, (iii) the making by such General Partner of a general assignment for
the benefit of creditors, (iv) the filing by such General Partner of an
answer admitting the material allegations of, or its consenting to, or
defaulting in answering a bankruptcy petition filed against it in any
bankruptcy proceeding or (v) the entry of an order Judgment or decree by
any court of competent jurisdiction adjudicating such General Partner a
bankrupt or appointing a trustee of its assets.

      For purposes of Section 13(c)(i), the "dissolution" of a General
Partner shall not include a dissolution of one of the Associate General
Partners by reason of the death, bankruptcy, adjudication of competency,
dissolution, termination or withdrawal (whether voluntary or involuntary)
of one or more of the general partners of such Associate General Partner so
long as the remaining general partners of such Associate General Partner
elect to continue such partnership.

            (d)   In the event of the dissolution of the Partnership for
any reason, the Partners shall have the option, upon the consent of all of
them (other than any General Partner which may have become bankrupt,
dissolved, terminated or withdrawn from the Partnership and other than any
Limited Partner which may have died or withdrawn from the Partnership or
become bankrupt, dissolved or incompetent), to form a new partnership, on
such terms and conditions as may be agreed upon for the purpose of
acquiring the Partnership Property and continuing the Partnership business.

Unless the Partners so agree, the Partnership shall be liquidated and shall
immediately commence to wind up its affairs.  The Partners shall continue
to share profits or losses during the period of liquidation in the same
proportions as before dissolution.  Subject to Section 8(c) hereof, the
Corporate General Partner in its sole discretion shall determine whether to
sell any Partnership Property, including but not limited to real property,
and if so, whether at a public or private sale, for what price and on what
terms.  If the Corporate General Partner determines to sell or otherwise
dispose of any property or any interest therein, the Corporate General
Partner shall not be required to do so promptly but shall have full right
and discretion to determine the time and manner of such sale or sales
having due regard to the activity and condition of the relevant market and
general financial and economic conditions. After such sales (if any), the
Corporate General Partner shall pay all debts and liabilities of the
Partnership (other than loans to the Partnership made pursuant to Section
8(p) hereof), including all costs of dissolution and winding up, and then
shall distribute the proceeds of such sales, together with all cash and
other property then owned by the Partnership, as follows:

                  (i)   The Corporate General Partner may set up any
reserve it deems reasonably necessary for any contingent liabilities or
obligations of the Partnership, to Persons other than Partners arising out
of or in connection with the Partnership. Such reserves will be paid over
by the Corporate General Partner to a bank or trust company to act as
escrow agent or to a reputable Person selected by the Corporate General
Partner.  Any such escrow agent will






                                     21


<PAGE>


hold such reserves for payment of any of the aforementioned contingencies
and, at the expiration of such period as the Corporate General Partner will
designate, distribute the balance thereafter remaining in the manner
provided in clause (ii) of this Section 13(d).

                  (ii)  Thereafter, in accordance with the provisions of
Section 11(b) of this Agreement.

            (e)   Each Limited Partner shall look solely to the assets of
the Partnership for all distributions with respect to the Partnership and
his Capital Contributions thereto and share of profits or losses thereof,
and shall have no recourse therefor (upon dissolution or otherwise) against
any General Partner or any Limited Partner. Upon dissolution and
termination of the Partnership, the General Partners shall contribute to
the Partnership an aggregate amount equal to (and except as provided in
Sections 9(b) or 11(b) shall not be obligated to contribute more than) the
amount which is determined to be the smaller of (i) an amount equal to the
deficit balance in their Capital Accounts at such termination or (ii) the
excess of 1.01% of the Capital Contributions made by the Limited Partners
over the aggregate Capital Contributions made by the General Partners as
provided in Sections 6(b), 9(b) and 11(b) and otherwise under this
Agreement.  Such Capital Contributions under clauses (i) or (ii) of the
preceding sentence are to be made by the General Partners in opinion to the
deficit balances in their Capital Accounts, to the extent of such deficit
balances, and thereafter 42.424% by the Corporate General Partner, 42.424%
by BPA Associates and 15.152% by APB Associates. No Limited Partner shall
have any right to demand or receive propeny other than cash at any time,
including upon dissolution and termination of the Partnership.

            (f)   Upon the completion of the liquidation of the Partnership
and the distribution of all Partnership funds, the Partnership will
terminate and the Corporate General Partner will have the authority to
execute and record a Certificate of Cancellation of the Partnership as well
as any and all other documents required to effectuate the dissolution and
termination of the Partnership.

      14.   Assignment of Limited Partners' Interests in the Partnership.

            (a)   No Limited Partner shall assign, transfer, encumber or
otherwise dispose of all or any part of his Interest otherwise than in
accordance with the provisions of this Section 14, and any such purported
assignment, transfer, encumbrance or other disposition which is not
authorized by this Section 14 shall not be effective for any purpose.

            (b)   Subject to the provisions of Sections 14(e) and 14(f)
hereof, any Limited Partner at any time from time to time shall have the
right to assign, transfer, encumber or otherwise dispose of all or any part
of his Interest to, or in trust for the benefit of, any Person, but no such
assignee shall be or become a substituted Limited Partner except in
accordance with Sections 14(c) and 14(d) hereof. Any Limited Partner so
assigning all or part of his Interest is hereinafter called the "Assigning
Limited Partner".

           (c) The Corporate General Partner may (but need not), in its
sole discretion, consent to the appointment of an assignee or transferee
(whether such assignee or transferee has acquired his interest in the
Partnership by virtue of a voluntary assignment pursuant to Section 14(b)
hereof, an involuntary transfer or a transfer by operation of law) of an
Interest (or a pan thereof) of a Limited Partner as a substituted Limited
Partner in the Partnership entitled to all the rights and benefits of the
Assigning Limited Partner under this Agreement; but no such assignee or
transferee shall be or become a Limited Partner unless and until such
assignee or transferee satisfies all conditions of this Section 14 and
unless and until the Corporate General Partner in writing designates and
appoints such person as a substituted Limited Partner.  Notwithstanding the
time at which such conditions shall have been satisfied, any assignee of an
Interest (or a pan thereof) shall be recognized as a holder of Interests as
of the first day of the fiscal quarter next succeeding the fiscal quarter
in which such assignment occurs. The Partners hereby consent and agree to
such designation and appointment of a substituted Limited Partner by the
Corporate General Partner, and agree that the Corporate General Partner
may, on behalf of each Partner and on behalf of the Partnership, cause the
Certificate of this Partnership to be appropriately amended.








                                     22


<PAGE>


            (d)   Each substituted Limited Partner, as a condition to his
admission as a Limited Partner, shall execute and acknowledge (including
swearing to) such instruments (including, without limitation, the power of
attorney required by Section 16 hereof), in from and substance satisfactory
to the Corporate General Partner, as the Corporate General Partner shall
reasonably deem necessary or desirable to effectuate such admission and to
confirm the agreement of the substituted Limited Partner to be bound by all
the terms and provisions of this Agreement with respect to the Interest (or
opinion thereof) acquired. All reasonable expenses, including attorneys'
fees, incurred by the Partnership in connection with the transfer and
substitution shall be paid by such substituted Limited Partner.

            (e)   Anything in this Section 14 or elsewhere in this
Agreement to the contrary notwithstanding, no assignment, transfer,
encumbrance or other disposition to a minor or incompetent of all or any
part of any Limited Partner's Interest in the Partnership shall be made or
shall be effective, and further, no assignment, transfer, encumbrance, or
other disposition of all or any pan of any Limited Partner's Interest shall
be made or shall be effective if such assignment, transfer, encumbrance or
other disposition would (in the opinion of the Partnership's legal counsel,
which shall be conclusive for this purpose) result in any substantial
adverse effect upon the Partnership or the Partners for Federal income tax
purposes.

            (f)   Anything in this Section 14 or elsewhere in this
Agreement to the contrary notwithstanding, no assignment, transfer,
encumbrance or other disposition of all or any pan of any Limited Partner's
Interest in the Partnership shall be made or shall be effective unless (i)
prior to the consummation thereof, all assignees and transferees with
respect thereto shall have made to the Partnership in writing all of the
representations set out in Sections 12(a), 12(b) and 12(c) of this
Agreement, (ii) the General Partners' grant their consent (which may be
withheld in their sole discretion) to such assignment, transfer,
encumbrance or other disposition and (iii) if required in the discretion of
the General Partners, the Partnership is provided with an opinion of its
legal counsel, or other legal counsel satisfactory to the Partnership's
counsel, stating that such assignment, transfer, encumbrance or other
disposition is exempt from the Securities Act of 1933 and is permissible
under all other applicable Federal and state securities laws without
registration or qualification of any security or any Person.

            (g)   Each Assigning Limited Partner, each substituted Limited
Partner and each assignee of any Interest (or portion thereof) shall
indemnify and hold harmless the Partnership, every General Partner, every
partner, officer, director, employee or Affiliate of a General Partner and
every other Limited Partner who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of or arising from any actual or alleged misrepresentation,
misstatement of facts or omission to state facts made (or omitted to be
made) by such Assigning Limited Partner, substituted Limited Partner or
assignee of an Interest (or opinion thereof) in connection with any
assignment, transfer, encumbrance or other disposition of all or any part
of any Interest in the Partnership, against expenses for which the
Partnership or such other Person has not otherwise been reimbursed
(including attorney's fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by it or him  in connection
with  such  action,  suit or proceeding;  provided,  however,  that  the
foregoing indemnification shall not be valid as to any Partner who supplied
the information which gave rise to any actual material misrepresentation,
misstatement of facts or omission to state facts.

            (h)   In the event a vote of the Limited Partners shall be
taken pursuant to this Agreement for any reason, a Limited Partner shall,
solely for the purpose of determining the Limited Partnership Interests
held by him in weighing his vote, be deemed the holder of any Limited
Partnership Interests assigned in part by him in respect of which the
assignee has not become a substituted Limited Partner. If the assignor of
such Limited Partnership Interests has transferred his entire Interest,
however, and the assignee of such Interest has not become a substituted
Limited Partner pursuant to this Section 14, then neither the assignor of
such Interest nor the assignee shall have any voting rights in the
Partnership until such time as the assignee becomes a substituted Limited
Partner.







                                     23


<PAGE>


            (i)   In determining the ownership of any Interest for purposes
of any distribution pursuant to Sections 11 or 13 hereof or allocation of
profits or losses pursuant to Section 9 hereof, any such distribution shall
be to the Person recognized as the holder of the Interest (or portion
thereof) pursuant to Section 14(c) hereof as of the last day of the fiscal
quarter with respect to which such distribution is made and any such
allocation of profits or losses shall be made to the Person recognized as
the holder of the Interest (or portion thereof) pursuant to Section 14(c)
hereof as of the last day of the quarterly period in which the Partnership
recognized such profits or losses for tax purposes.

      15.   Incapacity of Limited Partner.

      The death, dissolution, bankruptcy or legal incapacity of a Limited
Partner shall not cause a dissolution of the Partnership, but the rights of
such Limited Partner to share in the profits and losses of the Partnership,
to receive distributions of Partnership assets and to assign any Interest
pursuant to Section 14 hereof shall, on the happening of such an event,
devolve on his personal or legal representative, or in the event of the
death of one whose Interest is held in joint tenancy, pass to the surviving
joint tenants, subject to the terms and conditions of this Agreement, and
the Partnership shall continue as a limited partnership. However, in no
event shall such personal or legal representative become a substituted
Limited Partner except pursuant to Section 14 hereof.  The estate of the
Limited Partner shall be liable for all the obligations of the deceased or
incapacitated Limited Partner.

      16.   Power of Attorney.

            (a)   The Limited Partners, jointly and severally, hereby
irrevocably constitute and appoint the Corporate General Partner as their
true and lawful attorney-in-fact, with full power of substitution, in their
name, place and stead to make, execute, sign, acknowledge (including
swearing to), record and file, on behalf of them and on behalf of the
Partnership, the following:

                  (i)   A Certificate of Limited Partnership, a Certificate
of Doing Business Under an Assumed Name, and any other certificates or
instruments which may be required to be filed by the Partnership or any of
the Partners under the laws of the State of Illinois, the State of New York
and any other jurisdiction whose laws may be applicable;

                  (ii)  A certificate of cancellation of the Partnership
and such other instruments as may be deemed necessary or desirable by the
Corporate General Partner upon the termination of the Partnership;

                  (iii) Any and all amendments of the instruments described
in Sections 16(a)(i) and 16(a)(ii) hereof, provided such amendments are
either required by law to be filed, or are consistent with this Agreement
(including, without limitation, any amendments admitting or substituting
assignees of Interests, or any portions thereof, as substituted Limited
Partners or admitting or substituting any additional or successor General
Partners), or have been authorized by the particular Limited Partner or
Limited Partners; and

                  (iv)  Any and all such other instruments as may be deemed
necessary or desirable by the Corporate General Partner to carry out fully
the provisions of this Agreement in accordance with its terms.

         (b) The foregoing grant of authority:

                  (i)   Shall survive the delivery of an assignment by a
Limited Partner of the whole or any portion of his Interest and any
assignee of a Limited Partner does hereby constitute and appoint the
Corporate General Partner his attorney in the same manner and with the same
force and for the same purposes as does the assignor;

                  (ii)  Is a Special Power of Attorney coupled with an
interest, is irrevocable and shall survive the death, dissolution,
bankruptcy or incapacity of the Limited Partner granting the power; and

                  (iii) May be exercised by the Corporate General Partner
on behalf of each Limited Partner by a facsimile signature or by listing
all of the Limited Partners executing any instrument with a single
signature as attorney-in-fact for all of them.






                                     24


<PAGE>


      17.   Amendment and Other Rights of Limited Partners.

            (a)   Subject to Sections 17(b) and 17(c) hereof, the Limited
Partners holding a majority of the Limited Partnership Interests, without
the concurrence of the General Partners, may (i) amend this Agreement,
subject to the conditions that such amendment (x) may not in any manner
allow the Limited Partners to take part in the control of the Partnership's
business, and (y) may not, without the consent of the General or Limited
Partner affected, alter the rights, powers and duties of the General
Partners as set forth in Section 8 hereof, the interest of any General or
Limited Partner in allocations of profits or losses for tax purposes under
Section 9 hereof or in Distributable Cash or Sale Proceeds or Financing
Proceeds under Section 11 hereof or distributions under Section 13 hereof
or the valuation of the interests of the General Partners as provided in
Section 17(c) hereof; (ii) dissolve the Partnership; (iii) remove a General
Partner or elect a new General Partner as provided in Section 17(c) below.
Upon the written request of the Limited Partners holding 20% or more of the
Limited Partnership Interests, the Corporate General Partner shall call a
meeting and, subject to Section 17(b) hereof, submit any matter
contemplated by this Section 17(a) to the Limited Partners.

            (b)   The rights of the Limited Partners under Section 17(a)
hereof to vote to amend this Agreement, to dissolve the Partnership, to
remove a General Partner and to elect a new General Partner, shall not come
into existence or be effective in any manner unless and until, at the
expense of the Limited Partners requesting such action, (i) the Partnership
has received an opinion of counsel, which counsel is satisfactory to
Limited Partners holding a majority of the Limited Partnership Interests,
as to the legality of such action, and (ii) either (x) the Partnership has
received an opinion of counsel, which counsel is satisfactory to Limited
Partners holding a majority of the Limited Partnership Interests, that such
action may be effected without adversely affecting the status of Limited
Partners as limited partners of the Partnership, or (y) a state court
having original jurisdiction in the premises has entered a judgment which
has become final to the foregoing effect as to the Act and an opinion of
counsel to the effect provided in Section 17(b)(ii)(x) has been obtained as
to the laws of such jurisdictions, other than the State of Illinois, in
which the Partnership is formed, reformed, reorganized, or otherwise
qualified.  For purposes of this Section 17(b), counsel will be deemed
satisfactory to the Limited Partners if proposed by the Corporate General
Partner and affirmatively approved within 45 days by Limited Partners
holding a majority of the Limited Partnership Interests; provided that if
the holders of 10% or more of the outstanding Limited Partnership Interests
propose counsel for this purpose, such proposed counsel, and not counsel
proposed by the Corporate General Partner, shall be submitted for such
approval by the Limited Partners.

            (c)   The right of the Limited Partners under Section
17(a)(iii) and this Section 17(c) shall not become effective prior to the
receipt by the Partnership of the Fourth Capital Contribution from the
Limited Partners unless, prior to the receipt of such Capital Contribution,
the General Partners acted fraudulently or in bad faith or in a manner
constituting gross negligence. Unless the General Partner so removed was
the last remaining General Partner, a new General Partner may be elected
within 60 days following the effective date of such removal by Limited
Partners holding a majority of the Limited Partnership Interests. If at any
time during the existence of the Partnership there is only one General
Partner, Limited Partners holding a majority of the Limited Partnership
Interests may elect an additional General Partner. The removal of a General
Partner shall in no way derogate from any rights of such General Partner
attributable to the period prior to the date of such In the event of the
removal of any General Partner under this Section 17, or the bankruptcy or
dissolution of a General Partner under Section 13, and the continuation of
the Partnership pursuant to the applicable provisions hereof, its interest
(including the value of all of its interest in Distributable Cash, Sale
Proceeds or Financing Proceeds and all net profits or losses for tax
purposes) as such General Partner shall be purchased by the Partnership
from such General Partner for a purchase price equal to the fair market
value of such interest. Such value shall first be determined by agreement
between such General Partner and the Partnership (acting only after
approval by the holders of a majority of the Limited Partnership
Interests).  Such General Partner and the Partnership shall initially agree
on such fair market value and submit it to the Limited Partners.  The
Partnership's







                                     25


<PAGE>


agreement on the fair market value of the interest of such General Partner
in the Partnership shall become effective only after the affirmative vote
of the holders of a majority of the Limited Partnership Interests. If the
General Partner and the Partnership cannot agree upon the fair market value
of such interest within 60 days after the occurrence of the event upon
which the interest of such General Partner is to be purchased by the
Partnership, the fair market value thereof shall be determined by
appraisals by two independent appraisers, one selected by the person who
ceases to be a General Partner under Sections 13 or 17 and one by the
Limited Partners.  In the event that such two appraisers are unable to
agree on the value of the interest of the person who ceases to be a General
Partner under Sections 13 or 17, they shall jointly appoint a third
independent appraiser whose determination shall be final and binding.  The
Partnership shall pay the person ceasing to be a General Partner for the
value of its interest in the Partnership as so determined by delivery of a
promissory note payable to such General Partner or its order in a face
amount equal to such market value (either as agreed or as determined by
appraisal) containing acceleration and other similar provisions as would be
usual and customary in a commercial promissory note, and bearing simple
interest at a rate per annum equal to the lesser of the prime commercial
lending rate from time to time announced by Continental Illinois National
Bank and Trust Company of Chicago plus two percent (2%) per annum, or ten
percent (10%) per annum with all principal and accrued interest subject to
mandatory payment from time to time from all Sale Proceeds or Financing
Proceeds realized by the Partnership.  Payment in full of all principal and
interest on the promissory note received by such General Partner pursuant
to this Section 17(c) shall constitute complete and full discharge for all
amounts owing to such General Partner on account of its interest in the For
purposes of this Section 17(c), the independent appraiser selected by the
Limited Partners shall be selected in the following manner: A list of three
qualified MAI (Member of Appraisal Institute) appraisers shall be obtained
(by a General Partner not being removed) from the Chicago Chapter of the
American Institute of Real Estate Appraisers and one of said three
appraisers shall be selected by random number and proposed by such General
Partner for selection by the Limited Partners. Such appraiser shall be
deemed selected by the Limited Partners unless objected to in writing by
the holders of a majority of the Limited Partnership Interests within 45
days after notification thereof is sent by such General Partner.

      In the event that a replacement General Partner is elected by the
Limited Partners under this Section 17(c), such replacement or successor
General Partner (the "Acquiring Partner") shall purchase from the
Partnership, within 60 days of the date on which it becomes a General
Partner, the interest in the Partnership which the Partnership purchased
from the person ceasing to be a General Partner as provided above in this
Section 17(c). For such interest, the Acquiring Partner shall pay the
amount determined pursuant to this Section 17(c) to be the fair market
value of such Payment shall be made by a promissory note bearing simple
interest at a rate per annum equal to the lesser of the prime rate from
time to time announced by Continental Illinois National Bank and Trust
Company of Chicago plus two percent (2%) per annum or ten percent (10%) per
annum on the unpaid principal amount of the promissory note and shall be
secured by assignment by the Acquiring Partner to the Partnership of all
its future distributions of Distributable Cash, Sale Proceeds or Financing
Proceeds from the Partnership to the Acquiring Partner. The principal
amount of such promissory note, together with accrued interest, shall be
payable only at such times and only in such amounts as are equal to
seventy-five percent (75%) of such distributions until such time as the
principal amount together with accrued interest is paid in full.

      18.   Notices.

      All notices and demands required or permitted under this Agreement
shall be in writing and may (except in the event of a mail strike) be sent
by first-class mail, postage prepaid, to the Partners at their addresses as
set out in Schedule A to this Agreement.  Any Partner may specify a
different address by notifying the Corporate General Partner of such
different address. If the address of the principal office of the
Partnership is changed, the Corporate General Partner shall notify each
Partner of such change in address.  All notices and demands required by
this Agreement to be sent to Limited Partners shall be










                                     26


<PAGE>


effective on the fifth business day (which shall be a day other than a
Saturday, Sunday or national holiday) following dispatch, and all such
notices and demands required to be sent to General Partners shall be
effective upon receipt.

      19.   Miscellaneous.

            (a)   The Partners hereby agree that none of the Partnership
Property or the Joint Venture Property is or will be suitable for
partition.  Accordingly, each of the Partners hereby irrevocably waives any
and all rights (if any) that he may have to maintain any action for
partition of any of the Partnership Property or the Joint Venture Property.

            (b)   This Agreement constitutes the entire agreement among the
parties; it supersedes any prior agreement or understandings among them,
and it may not be modified or amended in any manner other than pursuant to
Sections 8(0), 17 and 19(d) hereof.

            (c)   The Corporate General Partner may cause to be filed with
any governmental agency any document which it deems appropriate, including
a Report of Sale pursuant to the requirements of Section 4 of the Illinois
Securities Law of 1953, as amended, and Form D pursuant to the requirements
of Regulation D of the Securities and Exchange Commission.

            (d)   In addition to any amendments otherwise authorized
herein, including without limitation amendments authorized pursuant to
Sections 8(0) and 17 hereof, this Agreement may be amended from time to
time by the Corporate General Partner, without the consent of any of the
Limited Partners, (i) to add to the representations, duties or obligations
of the General Partners or surrender any right or power granted to the
General Partners herein; (ii) to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters
or questions arising under this Agreement which will not be inconsistent
with the provisions of this Agreement; and (iii) to delete or add any
provision of this Agreement required to be so deleted or added by a State
"Blue Sky" commissioner or similar official, which addition or deletion is
deemed by such official to be for the benefit or protection of the Limited
Partners; provided, however, that no amendment shall be adopted pursuant to
this first sentence of Section 19(d) unless the adoption thereof (1) is for
the benefit of or not adverse to the interests of the Limited Partners; (2)
does not adversely alter the interest of a Limited Partner in profits or
losses or in distributions of the Partnership without the consent of the
Limited Partner adversely affected; and (3) does not, in the opinion of
counsel for the Partnership, by its terms alter the limited liability of
the Limited Partners or the status of the Partnership as a partnership for
Federal income tax purposes.  In addition to any amendments otherwise
authorized herein, the Corporate General Partner, without the consent of
any of the Limited Partners, may amend the provisions of Section 9 hereof
relating to the allocations of profits or losses among the Partners if the
Partnership is advised at any time by the Partnership's accountants or
legal counsel that in their opinion such allocations would not be respected
for Federal income tax purposes, due to promulgation of Treasury
Regulations or other developments in the law; provided, however, that the
Corporate General Partner is empowered to amend such provisions only to the
minimum extent necessary to conform such provisions to developments in the
law in accordance with the advice of such accountants or counsel, so that
any such amendment, in the good faith judgment of the Corporate General
Partner, will have the least possible effect on the provisions for
allocations and distributions set forth in this Agreement. Any such
amendment to the allocations made by the Corporate General Partner in
reliance upon the advice of the accountants or counsel described above
shall be deemed to be made in compliance with the fiduciary obligation of
the Corporate General Partner to the Partnership and the Limited Partners,
and no such amendment to the allocations shall give rise to any claim or
cause of action by any Limited Partner.

            (e)   This Agreement and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the
State of Illinois.

            (f)   Except as herein otherwise provided, this Agreement shall
be binding upon and inure to the benefit of the parties, their personal or
legal representatives, heirs, administrators, executors, successors and
assigns.






                                     27


<PAGE>


            (g)   Wherever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular
and the plural, and pronouns stated in either the masculine or the neuter
gender shall include the masculine, the feminine and the neuter.

            (h)   If any provisions of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to
Persons or circumstances other than those to which it is held invalid,
shall not be affected thereby and shall continue to be binding and in
force.

            (i)   Captions and headings contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or
extend the scope of this Agreement or any provision hereof.

            (j)   This Agreement may be executed in several counterparts,
each of which shall be deemed an original but all of which shall constitute
one and the same instrument.  In addition, this Agreement may contain more
than one counterpart of the signature page, and this Agreement may be
executed by affixing the signature of each of the Partners to one of such
counterpart signature pages; all of such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.

























































                                     28


<PAGE>


      IN WITNESS WHEREOF, the Partners have executed this Agreement as of
the day and year first hereinabove set forth, and each of the undersigned
hereby swears that the statements set out herein are true and correct to
the best of his knowledge.



GENERAL PARTNERS:                          INITIAL LIMITED PARTNER
                                           (WITHDRAWING)

JMB/MANHATTAN INVESTORS, INC.              JMB REALTY CORPORATION

By:   /s/   Neil G. Bluhm                  By:   /s/   Gary A. Nickele
      -------------------------                  -------------------------
Title:      President                      Title:      Vice President
      -------------------------                  -------------------------




BPA ASSOCIATES                             LIMITED PARTNERS

                                           All those Limited Partners
By:   /s/   Judd D. Malkin                 whose names and addresses
      -------------------------            appear on Schedule A
            A Managing                     attached hereto and whose
Title:      General Partner                signature pages are
      -------------------------            attached hereto



APB ASSOCIATES

By:   BPA Associates, its general partner


By:   /s/   Judd D. Malkin
      -------------------------
            A Managing
Title:      General Partner
      -------------------------








































                                     29


<PAGE>


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 Neil G. Bluhm as President of
JMB/Manhattan Investors, Inc., an Illinois corporation, and Gary A. Nickele
as Vice President of JMB Realty Corporation, a Delaware corporation, and
Judd D. Malkin as a Managing General Partner of BPA Associates, an Illinois
limited partnership, all of them known to me to be the persons whose names
are subscribed to the foregoing instrument, and swore and acknowledged to
me that they executed the same for the purposes and consideration therein
expressed and in the capacities and pursuant to authority therein
expressed, and under oath swore that the statements therein are true and
correct.

      Given under my hand and seal of office this 20th day of March, 1985.



                              /s/   CAROL L. WALTER
                              ------------------------------
                              Carol L. Walter
                              Notary Public in and for
                              Cook County, Illinois




My commission expires:

December 6, 1987















































                                     30


<PAGE>


<table>
                                                     SCHEDULE A


CAPITAL CONTRIBUTIONS

<caption>
                             First        Second         Third        Fourth       Aggregate
                            Capital       Capital       Capital       Capital       Capital          Percent
                          Contribution  Contribution  Contribution  Contribution  Contribution      Interest
                          ------------  ------------  ------------  ------------  ------------    -------------

                       <c>           <c>           <c>           <c>           <c>             <c>

GENERAL PARTNERS

JMB/Manhattan
Investors, Inc.. . . . .  $       500                                             $    500.00          See
 (an Illinois corporation)                                                                         Partnership
 875 North Michigan Avenue                                                                          Agreement
 Chicago, Illinois 60611

BPA Associates . . . . .          500                                                  500.00          See
 (an Illinois limited                                                                              Partnership
 partnership)                                                                                       Agreement
 875 North Michigan Avenue
 Chicago, Illinois 60611

APB Associates . . . . .          500                                                  500.00          See
 (an Illinois limited                                                                              Partnership
 partnership)                                                                                       Agreement
 875 North Michigan Avenue
 Chicago, Illinois 60611


LIMITED PARTNERS

JMB Realty Corporation .          100                                                  100.00          See
 (a Delaware corporation)                                                                          Partnership
 875 North Michigan Avenue                                                                          Agreement
 Chicago, Illinois 60611

The investors who purchase
 Limited Partnership
 Interests in the
 Partnership . . . . . .  $14,053,000    10,132,000    21,112,000    17,403,000    62,700,000        100.00%
                          ===========    ==========    ==========    ==========    ==========       =======
<fn>
--------------------

   *  Repaid upon withdrawal

                                                         31
</table>