EFFECTIVE JUNE 1, 1995
                              
                FLOATING RATE PROMISSORY NOTE
                              
US$52,000,000.00
Chicago, Illinois
                                                  May 31, 1995
                                                              
                                                              
       AMFAC/JMB  HAWAII,  INC.,  a  Hawaii  corporation  (the
"Borrower"), HEREBY PROMISES TO PAY to the order of Northbrook
Corporation  (the "Holder"), on or before June  1,  1997  (the
"maturity  date"),  the  principal sum  of  FIFTY-TWO  MILLION
United  States  dollars (US$52,000,000.00) or,  if  less,  the
aggregate  unpaid  principal amount as  shown  either  on  the
schedule attached hereto (and any continuation thereof) or  in
the records of the Holder, with interest on the unpaid balance
of  such  principal amount at a rate per annum  equal  to  the
Reference  Rate  (as defined below) plus 2% per  annum,  which
interest shall be payable in arrears on September 30, 1995, on
the  last  day  of every third month thereafter prior  to  the
maturity  date  and on the maturity date or, if  the  Borrower
shall  fail to pay the unpaid balance of such principal amount
on  the  maturity date, on the day on which the unpaid balance
of  such  principal amount is paid in full; provided, however,
that whenever any payment to be made hereunder shall be stated
to  be due on a day other than a day when commercial banks are
open  for  normal business in Chicago, Illinois, such  payment
shall be made on the next succeeding day when such banks shall
be  so  open (and such extension of time shall be included  in
the computation of interest due on such day).  All computation
of  interest hereunder shall be made on the basis of a year of
360 days for the actual number of days elapsed.

      The Referenced Rate shall mean, at any time, the rate of
interest then most recently announced by Bank of America  N.A.
at   Chicago,  Illinois  as  its  "reference"  rate,  or   its
equivalent rate at such time.

       Borrower  represents  and  warrants  that  indebtedness
represented  by this Promissory Note is for business  purposes
within  the  meaning  of Section 6404 of  Chapter  17  of  the
Illinois   Revised   Statutes  and  that   such   indebtedness
constitutes a business loan within the meaning of such Section
and is not usurious.

      Both principal and interest are payable in United States
dollars  to the order of the Holder in same-day funds  on  the
day when due.

      The unpaid principal amount of this Promissory Note  may
be  prepaid  in whole or in part at any time by  the  Borrower
without  premium, penalty or costs whatsoever,  provided  that
all  accrued  and unpaid interest on the principal  amount  so
prepaid is paid at such time.
      Borrower hereby waives presentment for payment,  demand,
protest  and  notice  of dishonor and hereby  assents  to  any
extension  of  the  time  of  payment,  forbearance  or  other
indulgence that may be granted by the Holder, without  notice.
The  terms  of  this Promissory Note may not  be  modified  or
terminated orally, but only by an agreement in writing  signed
by the party to be charged.

       The  principal  sum  under  this  Promissory  Note   is
considered to be Senior Indebtedness to the COLAS pursuant  to
the Indenture.

      This  Promissory Note shall be governed by and construed
in accordance with the internal laws of the State of Illinois.

                                        Amfac/JMB Hawaii, Inc.



                                     By:____________________
                                        Chester A. Richardson
                                        Senior Vice President

Schedule  Attached to Floating Rate Promissory Note dated  May
31,  1995, of Amfac/JMB Hawaii, Inc. payable to the  order  of
Northbrook Corporation.

                     PRINCIPAL PAYMENTS
                              
DATE    AMOUNT OF PRINCIPAL   UNPAID PRINCIPAL BALANCE   NOTATION MADE BY

5/31/95                        $52,000,000.00