EXHIBIT 10.1 ------------ Agreement of Sale dated as of July 31, 1997

EXHIBIT 10.1
------------

Agreement of Sale

dated as of

July 31, 1997

between

Carlyle Real Estate Limited Partnership-XI,
as Seller

and

▇▇▇▇ Street Fee LLC, as Purchaser

Premises: 50% Undivided Interest in
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇

TABLE OF CONTENTS
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SECTIONS PAGE
-------- ----

1. Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 2

3. State of Title . . . . . . . . . . . . . . . . . . . . . . . 3

4. Apportionments . . . . . . . . . . . . . . . . . . . . . . . 4

5. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 9

6. Title. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

7. Closing and Closing Documents. . . . . . . . . . . . . . . . 11

8. Transfer Taxes and Withholding . . . . . . . . . . . . . . . 13

9. The Property . . . . . . . . . . . . . . . . . . . . . . . . 14

10. Representations. . . . . . . . . . . . . . . . . . . . . . . 15

11. Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . 16

12. Brokerage Commissions. . . . . . . . . . . . . . . . . . . . 17

13. Casualty . . . . . . . . . . . . . . . . . . . . . . . . . . 17

14. Condemnation . . . . . . . . . . . . . . . . . . . . . . . . 17

15. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 18

16. Entire Agreement and No Oral Modification. . . . . . . . . . 19

17. No Contingencies . . . . . . . . . . . . . . . . . . . . . . 19

18. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 19

19. Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . .24

EXHIBITS

A. Legal Description
B. Purchase Money Note
B-1. Guaranty
C. Deed
D. Assignment of Leases, Rents and Security Deposits
E. ▇▇▇▇ of Sale
F. General Assignment

AGREEMENT OF SALE
-----------------

THIS AGREEMENT OF SALE (this "Agreement") made as of the 31st day of
July, 1997, by and between Carlyle Real Estate Limited Partnership-XI, an
Illinois limited partnership, having an address at c/o JMB Realty
Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Seller"),
and ▇▇▇▇ Street Fee LLC, a New York limited liability company, having an
address at c/o Sage Realty Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ("Purchaser");

W I T N E S S E T H;
-------------------

WHEREAS, Seller is the owner of a fifty (50%) percent undivided
interest as a tenant in common (said fifty (50%) percent undivided interest
as a tenant in common being hereinafter referred to as the "Property") in
and to the "Premises" (as such term is hereinafter defined);

WHEREAS, K-767 Co. ("▇-▇▇▇ ▇▇."), a New York limited partnership, is
the beneficial owner of the remaining fifty (50%) percent undivided
interest as a tenant in common in and to the Premises;

WHEREAS, Purchaser acknowledges that Seller has advised Purchaser
that Seller and K-767 Co. are parties to a certain Agreement among Co-
Tenants (the "Co-Tenancy Agreement"), dated as of July 31, 1997, which
provides for the operation of the Premises; and

WHEREAS, Seller desires to sell and convey the Property to Purchaser,
and Purchaser desires to purchase the Property from Seller, for the
consideration and otherwise subject to the terms and conditions hereinafter
set forth;

NOW, THEREFORE, in consideration of the mutual covenants, promises
and undertakings set forth herein, Seller and Purchaser hereby agree as
follows:

1. SALE.

1.01. Subject to all the terms, conditions and provisions of
this Agreement, Seller agrees to sell, and Purchaser agrees to purchase,
the Property. The Premises is all that certain plot, piece or parcel of
land situate, lying and being in the City, County and State of New York,
described on EXHIBIT A annexed hereto together with the buildings and
improvements located thereon commonly known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇.

1.02. The sale includes all right, title and interest, if
any, of Seller in and to any land lying in the bed of any street, road or
avenue, opened or proposed, to the center line thereof, in front of or
adjoining the Premises and all right, title and interest of Seller, if any,
in and to any award made or to be made in lieu thereof and in and to any
unpaid award for damage to the Premises by reason of change of grade of any
street; and Seller will execute and deliver to Purchaser at the "Closing"
(as hereinafter defined), or thereafter, on demand, all proper instruments
for the conveyance of such right, title and interest and for the assignment
and collection of any such award in form reasonably requested by Purchaser.

2. PURCHASE PRICE.

2.01. The purchase price to be paid by Purchaser to Seller is
Twenty-Nine Million, Nine Hundred Ninety-Three Thousand, Two Hundred Sixty-
Five and 50/100 Dollars ($29,993,265.50), subject to adjustment for
prorations and credits provided for herein (the "Purchase Price"), due and
payable by Purchaser as follows:

(a) Eleven Million Dollars ($11,000,000.00) at the
Closing, Four Million Dollars ($4,000,000) by the execution and delivery of
an unsecured purchase money note from Purchase, ▇▇▇▇ Street Lease LLC, a
New York limited liability company, or any other entity affiliated with
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (so long as ▇▇▇▇ Street Lease LLC or such
other entity shall be a designated assignee or designee under Section 5.01
or 5.02), in the form of EXHIBIT B annexed hereto (the "Purchase Money
Note") and guaranteed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by a Guaranty in
the form of EXHIBIT B-1 annexed hereto (the "Guaranty"), and the remaining
part by wire transfer of immediately available funds to an account
designated in writing by Seller not less than two (2) business days prior
to the Closing as follows:

(i) Four Million Dollars ($4,000,000.00) in the
form of the Purchase Money Note; and

(ii) Seven Million Dollars ($7,000,000.00) by wire
transfer as aforesaid.

Purchaser in its sole discretion may elect to pay all cash in lieu of
delivering the Purchase Money Note and the Guaranty.

(b) Eighteen Million, Nine Hundred Ninety-Three
Thousand, Two Hundred Sixty-Five and 50/100 Dollars ($18,993,265.50) by
Purchaser taking title to the Property at the

Closing subject to an existing mortgage (the "Cigna Mortgage") in the
amount of Thirty-Seven Million, Nine Hundred Eighty-Six Thousand, Five
Hundred Thirty One and No/100 Dollars ($37,986,531.00) currently
encumbering the Premises made to Connecticut General Life Insurance Company
("Cigna").

3. STATE OF TITLE.

3.01. The Property shall be conveyed subject only to the
following matters (hereinafter referred to as "Permitted Exceptions"):

(a) Zoning regulations and ordinances of the city,
county, town or village in which the Premises is located.

(b) Utility company rights and easements to maintain
poles, lines, wires, cables, pipes, boxes and other fixtures and facilities
(herein collectively referred to as "Utility Installations") in, over and
upon the Premises (but not any such rights or easements voluntarily granted
after the date hereof by Seller); and all Utility Installations presently
serving, crossing or existing on the Premises, whether or not pursuant to
recorded grants, agreements or easements.

(c) Consents by any current or former owner of the
Premises for the erection of any structure or structures on, under or above
any street or streets on which the Premises may abut (but not any such
consents voluntarily granted after the date hereof by Seller).

(d) Rights of tenants or other occupants of the
Premises.

(e) Real estate taxes, water rates, water meter
charges, water frontage charges, and sewer taxes, rents and charges, and
vault taxes and charges, whether or not due and payable as of the Closing
Date.

(f) Chattel mortgages, conditional sales contracts,
financing statements and security agreements filed against or with respect
to articles or fixtures (but not any of the foregoing voluntarily granted
after the date hereof by Seller).

(g) Any state of facts an accurate survey would show
and any state of facts a personal inspection might disclose.

(h) All notes or notices of violations of law or
municipal ordinances, orders or requirements noted in or issued by the
applicable state, county or municipal departments having jurisdiction
against or affecting the Premises.

(i) Encroachments of ▇▇▇▇▇▇, areas, cellar steps,
cornices, trim, lintels, window ▇▇▇▇▇, awnings, canopies, sign letters on
show window cornices, guard door housing, gratings, lamps, vent pipes,
signs, ledges, fences, ▇▇▇▇▇▇, coping and retaining walls projecting from
the Premises over any street or highway or over any adjoining property and
encroachments or similar elements projecting from adjoining property over
the Premises.

(j) All judgments, liens, encumbrances, violations of
law, legal or administrative proceedings and other matters with respect to
the Premises which are the obligation of any tenant to remove or the
existence of which constitutes a default by any tenant under its lease.

(k) Revocability or lack of right to maintain vaults,
coal chutes, excavations or sub-surface equipment beyond the line of the
Premises.

(l) The Cigna Mortgage.

(m) Exceptions listed on Schedule B-1 of the
Certificate for Title Insurance (the "Title Certificate") issued by Chicago
Title Insurance Company (the "Title Company"), No. 9701-00427, other than
items 5, 10, 11 and item 13 as to Seller.

(n) The printed exclusions from coverage which appear
in the standard form owner's policy of title insurance issued by the Title
Company in the State of New York.

(o) All matters caused directly or indirectly by
Purchaser, K-767 Co., "Sage" (as such term is hereinafter defined) or any
of their respective affiliates or predecessors in interest which have not
been consented to by Seller.

4. APPORTIONMENTS.

4.01.(a) CALCULATION AND ITEMS TO BE PRORATED. The items
which shall be prorated (the "Items of Proration") under this Agreement,
and the calculation of prorations hereunder, shall be and be made in a
manner consistent with the items and the methods by which the proration as
set forth in a certain book of prorations (the "Book of Prorations")
previously submitted by

Sage to Seller and Purchaser, the summary page from which book has been
initialled for identification on behalf of Sage, Seller and Purchaser,
subject, however, to the conditions, limitations and stipulations hereafter
provided. Such prorations shall be made at the Closing in such manner on
the basis of a written update to the Book of Prorations prepared by Sage,
which update shall be submitted by Sage to Seller and Purchaser at or prior
to the Closing and shall be approved by Seller, Purchaser, the "Old Co-
Tenancy" (as hereinafter defined) and the "New Co-Tenancy" (as hereinafter
defined).

(b) PAYMENT OF PRORATIONS. The Items of Proration
shall be prorated by and between the existing cotenancy consisting of
Seller and K-767 Co. and established pursuant to the Co-Tenancy Agreement
(the "Old Co-Tenancy") and the cotenancy which shall come into existence
immediately after the Closing between Purchaser and K-767 Co. (the "New Co-
Tenancy") as of the Closing Date (except as is expressly otherwise provided
in this Section 4.01), with Seller being obligated to pay or credit
Purchaser at the Closing 50% of any amount owed by or to be credited by the
Old Co-Tenancy as a result of such prorations, and Purchaser being
obligated to pay or credit Seller 50% of any amount owed to or to be
credited to the Old Co-Tenancy as a result of such prorations.
Additionally, the Old Co-Tenancy and the New Co-Tenancy shall remain
obligated following the Closing to make certain adjustments or re-
prorations as expressly provided for in Section 4.01(c). Any such
adjustment or re-proration shall be made by the Old Co-Tenancy and the New
Co-Tenancy within 30 days after the information necessary to perform such
adjustment or re-proration is available. It is expressly acknowledged and
agreed that effective as of the Closing, automatically and without more,
neither the Property nor the fifty percent (50%) undivided interest in the
Premises owned by K-767 Co. which is not the subject of this Agreement
shall be subject to the Co-Tenancy Agreement, and that neither Seller nor
K-767 as members of the Old Co-Tenancy shall have any liabilities or
obligations under the Co-Tenancy Agreement except for those relating to (x)
events or matters occurring on or prior to the date of the Closing, (y)
this Agreement and (z) the winding up or dissolution of the co-tenancy
established pursuant to the Co-Tenancy Agreement. Each of Seller and K-676
Co. agree to deliver such instruments as may be reasonably requested by the
other to confirm the foregoing agreements.

(1) All real estate taxes and assessments on the
Premises payable in respect to the current tax year of the

applicable taxing authority in which the Closing Date occurs, I.E, July 1,
1997 to June 30, 1998 (the "Current Tax Year") shall be prorated on a per
diem basis based upon the number of days in the Current Tax Year prior to
the Closing Date (which shall be allocated to the Old Co-Tenancy) and the
number of days in the Current Tax Year on and after the Closing Date (which
shall be allocated to the New Co-Tenancy); provided, however, that in the
event that such taxing authority shall issue a new or supplemental tax ▇▇▇▇
for all or any portion of the Current Tax Year, then the proration for real
estate taxes and assessments for the Current Tax Year shall be re-prorated
within 30 days after receipt of any new or supplemental tax ▇▇▇▇ to the
extent necessary to reflect any change in the real taxes or assessments for
the Current Tax Year. Upon the Closing Date and subject to the adjustment
provided for above, the New Co-Tenancy shall be responsible for real estate
taxes and assessments on the Premises payable in respect to the Current Tax
Year and all periods after the Current Tax Year. In the event that any
assessments on the Premises are payable in installments, then the
installment for the Current Tax Year shall be prorated in the manner set
forth above (with the New Co-Tenancy assuming the obligation to pay any
installments due after the Closing date). Seller hereby reserves its right
to receive 50% of the proceeds of any tax reduction proceeding which
reduces the real estate taxes and assessments attributable to the period
prior to the Closing Date, after allowance for amounts due space tenants
under their respective space leases, and Purchaser shall pay to Seller its
portion of such amounts as and when received by (or credited to) Purchaser
(after first deducting collection costs not theretofore borne by Seller).
Seller's right to receive such 50% of the proceeds of any tax reduction
proceeding is expressly conditioned upon Seller reimbursing to Purchaser
within thirty (30) days after written demand therefor with back-up
reasonably satisfactory to Seller 50% of the costs of pursuing and of
collection of such proceeds. If Seller shall fail to make any such
reimbursement within such 30-day period, then Seller shall have no further
right to receive 50% of such proceeds and shall have no further
reimbursement obligations in connection therewith (but shall not be
entitled to any reimbursement of any expenses previously paid by Seller).

(2) All rental and other space tenant charges and
"Additional Rents" (as defined below) received with respect to the month in
which the Closing Date occurs (the "Current Month) which have been received
as of the Closing Date shall be prorated on a per diem basis based upon
the number of days in the Current Month prior to the Closing Date (which
shall be allocated to the Old Co-Tenancy) and the number of days in the
Current Month on and after the Closing Date (which shall be allocated to
the New Co-Tenancy). Additionally, the Old Co-Tenancy shall be credited on
the Closing Date with its share of

rents and other space tenant charges and Additional Rents for the Current
Month to the extent set forth in the section of the Book of Prorations
entitled "Rental Income". All rentals and other space tenant charges and
Additional Rents received by the New Co-Tenancy from a space tenant after
the Closing Date shall first be applied to the most recently accrued
obligations of such space tenant in the inverse order of such accruals.
After application as set forth above, the New Co-Tenancy shall promptly
remit to the Old Co-Tenancy that portion of rentals and other space tenant
charges and Additional Rents received after the Closing Date attributable
to periods prior to the Closing Date unless the Old Co-Tenancy previously
shall have received a credit on account thereof as provided for above
(after first deducting collection costs, the appropriately allocated
portion of the management fee payable to Sage as the managing agent for the
Premises and an amount equal to 5% thereof for so-called "Kicker Interest"
under the Cigna Mortgage). Except as is expressly otherwise provided in
clause (6) below, the Old Co-Tenancy shall have no right to institute an
action against any space tenant for or otherwise seek to collect delinquent
rentals and other space tenant charges and Additional Rents attributable to
periods prior to the Closing Date, all of which shall be the sole right of
the New Co-Tenancy (subject to the requirement that the New Co-Tenancy
shall apply the same in accordance with the immediately preceding sentences
unless the Old Co-Tenancy previously shall have received a credit on
account thereof as provided for above), and the Old Co-Tenancy shall
cooperate in such proceedings brought or actions taken by the New Co-
Tenancy at no cost or expense to the Old Co-Tenancy. Space tenants of the
Premises may be obligated to pay, as Additional Rent, certain percentage
rents, escalations in base rent and pass-through of operation and similar
expenses pursuant to the terms of the space tenant leases (collectively,
"Additional Rents").

(3) The Old Co-Tenancy shall be credited with the
balance (as of the Closing Date) of any tax, insurance and other impound
accounts and escrows held by Cigna under the loan evidenced by the Cigna
Mortgage.

(4) The New Co-Tenancy shall be credited with an
amount equal to 100% of all prepaid rentals and other prepaid space tenant
charges and prepaid Additional Rents for periods after the Current Month
under space tenant leases, if any. Upon the closing of the transaction
contemplated hereby, the Old Co-Tenancy shall assign to the New Co-Tenancy,
and the New Co-Tenancy shall assume full responsibility for, all security
deposits, if any, to be refunded to the space tenants under the space
tenant leases. The Old Co-Tenancy shall cooperate with the New Co-Tenancy
to transfer any letters of credit or other non-

cash security to the New Co-Tenancy if necessary to effectuate such
assignment.

(5) The New Co-Tenancy shall bear all of the
expense of making space tenant installations, commissions and other leasing
costs (including, without limitation, attorneys' fees, moving and tenant
improvement allowances and other tenant inducements) with respect to any
space tenant leases executed after April 8, 1997, and shall also be
entitled to all rentals and other space tenant charges and Additional Rents
from space tenants whose space tenant leases are executed after said date.
The Old Co-Tenancy shall be credited on the Closing Date for all such
expenses to the extent previously paid by the Old Co-Tenancy (unless such
expenses were funded solely by K-767 Co.). The Old Co-Tenancy shall bear
all of the expense of making space tenant installations and commissions
with respect to any space tenant leases executed on or before April 8,
1997.

(6) The Old Co-Tenancy shall bear all expenses in
pursuing the claims set forth in the section of the Book of Prorations
entitled "Accounts Receivable" (the "Retained Claims") and shall be
entitled to institute an action arising out of or otherwise seek to collect
on such claims (including for this purpose continuing the prosecution of
any existing actions) and shall be entitled to all recoveries relating
thereto, all of which Retained Claims shall belong to the Old Co-Tenancy
and shall be shared equally by Seller and K-767 Co. as the members of the
Old Co-Tenancy (after first deducting the appropriately allocated portion
of the management fee payable to Sage and an amount equal to 5% thereof for
Kicker Interest). Seller shall pay to Sage, on behalf of the Old Co-
Tenancy, 50% of all such expenses within 30 days after request therefor
with back-up reasonably satisfactory to Seller. If Seller shall fail to
make any such payment within such 30-day period, then Seller shall have no
further right to receive a share of any such recoveries as a member of the
Old Co-Tenancy and shall have no further payment obligations in connection
therewith (but shall not be entitled to any reimbursement of any expenses
previously paid).
Seller's obligation to make any such payments shall be on a tenant by
tenant basis so that Seller's failure timely to make any such payment shall
not affect Seller's right to receive a share of any such recoveries with
respect to any tenant with respect to which Seller shall timely have made
its share of any such payments. Additionally, at the request of Seller,
the New Co-Tenancy shall keep Seller reasonably advised as to the status of
its collection efforts.

(7) The Old Co-Tenancy shall be credited with the
balance (as of the Closing Date) of any cash on hand

(not already provided for under clauses (3) and (4) and not otherwise
constituting escrow or trust or similar funds).

(d) OTHER ITEMS. The New Co-Tenancy shall be
responsible for all the necessary actions needed to arrange for utilities
to be supplied in the name of the New Co-Tenancy on the Closing Date,
including the posting of any required deposits (it being understood that
the Old Co-Tenancy shall be entitled to be allocated (i) any utility
deposits which it or its predecessors have made prior to the Closing Date,
and (ii) any refunds or overpayments for utilities to the extent applicable
to the period prior to the Closing Date), all of which shall be shared
equally by Seller and K-767 Co. as the members of the Old Co-Tenancy.

(e) INDEMNIFICATION. The New Co-Tenancy shall
indemnify, protect, defend and hold the Old Co-Tenancy harmless from and
against any claim in any way arising from the matters for which the New Co-
Tenancy receives a credit or otherwise assumes responsibility pursuant to
this Section 4.01, and the Old Co-Tenancy shall indemnify, protect, defend
and hold the New Co-Tenancy harmless from and against any claim in any way
arising from the matters for which the Old Co-Tenancy receives a credit or
otherwise assumes responsibility pursuant to this Section 4.01.

(f) SURVIVAL. The provisions of this Section 4.01
shall survive the Closing and the delivery of the "Deed" (as such term is
hereinafter defined). Notwithstanding the foregoing, except as may
expressly otherwise be provided in Section 4.01(c), there shall be no
survival of obligations on the part of Seller, Purchaser, the Old Co-
Tenancy and the New Co-Tenancy regarding prorations and no adjustments or
re-prorations of any other Items of Proration or any of prorations made
under this Section 4.01 to correct any prorations which subsequent to the
Closing shall be discovered to have been inaccurate or if any prorations
shall have been made on the basis of the best data then available or
otherwise, including any prorations for Additional Rents which are based on
estimates and which are subject to adjustment or reconciliation pursuant to
the space tenant leases after the Closing.

5. ASSIGNMENT.

5.01. Subject to the provisions of Section 5.02 hereof,
Purchaser may not assign this Agreement or Purchaser's rights under this
Agreement without the prior written consent of Seller, which consent may be
withheld in Seller's sole and absolute discretion. Except as provided in
the second sentence

of said Section 5.02, no assignment of this Agreement by Purchaser shall be
effective or valid unless within two (2) business days after execution
thereof, Purchaser shall deliver to Seller a duplicate original instrument
of assignment and assumption duly executed by Purchaser and by the
assignee, in which instrument such assignee shall assume performance of all
of the terms of this Agreement which Purchaser is obligated to perform.
Any such assignment shall not relieve Purchaser of its obligations to be
performed hereunder. All assignments, if any, shall be made in strict
compliance with the provisions of this Section 5.01 or said Section 5.02,
and any attempted assignment which is not made in compliance with this
Section 5.01 or said Section 5.02 shall be ineffective and shall constitute
a material breach of this Agreement.

5.02. Purchaser hereunder desires to exchange other property
of like kind and qualifying use within the meaning of Section 1031 of the
Internal Revenue Code of 1986, as amended, and the Regulations promulgated
thereunder, for fee title in the property which is the subject of this
Agreement. Purchaser expressly reserves the right to assign its rights,
but not its obligations, hereunder to a Qualified Intermediary as provided
in IRC Reg. 1.1031 (k)-1(g)(4) on or before the "Closing Date" (as such
term is hereinafter defined). Seller agrees to cooperate with Purchaser,
but at no cost or risk to Seller, to accomplish such like kind exchange.
Such cooperation, and Seller's covenant to cooperate with Purchaser, is a
material inducement to Purchaser to enter into and perform this Agreement.
The provisions of this Section 5.02 shall survive the Closing and the
delivery of the "Deed" (as such term is hereinafter defined).
Notwithstanding the foregoing, Seller shall not be obligated to take title
to any property in connection with the contemplated exchange (the
"Exchange"). Purchaser shall protect, indemnify, defend and hold Seller
harmless from and against any and all obligation, liability, claim, lien or
encumbrance, loss, damage, cost or expense, including reasonable attorneys'
fees, whether or not legal proceedings are instituted, in any way arising
from the Exchange. Seller makes no representations as to the validity or
effectiveness of the Exchange under said Code and Regulations. Purchaser
may designate in writing not less than two (2) business days prior to the
Closing one or more assignees (including ▇▇▇▇ Street Lease LLC, which is
affiliated with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) to which Purchaser
intends at the Closing to assign this Agreement and Purchaser's rights
under this Agreement (which shall include, without limitation, the right to
designate such an assignee as the party to acquire a portion of the
undivided interest as a tenant in common in and to the Premises which is
the subject of this Agreement and/or the right to designate a grantee for
such purposes without assigning to such party this Agreement or any
interest herein) and, in such event, Seller shall transfer the Property (or
such portion) to such assignee or assignees or grantee and Purchaser shall
be fully responsible for any "Transaction Taxes" (as hereinafter defined)
and tax returns due in connection with such assignment and designation. At
the Closing, Purchaser shall furnish to Seller copies of such tax returns
and duplicate original instrument of assignment and assumption duly
executed by Purchaser and by the assignee or assignees, in which instrument
such assignee or assignees shall assume performance of all of the terms of
this Agreement which Purchaser is obligated to perform. Any such
assignment shall not relieve Purchaser of any of its obligations hereunder,
including any of those which by their express terms survive the Closing and
the delivery of the Deed or affect the liability of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Guaranty or Section 19 hereof.

6. TITLE.

6.01. Except for liens on the Property which can be removed
by the payment of a fixed sum of money which are created by Seller (other
than Permitted Exceptions) and the restrictions on transfer set forth in
item 5 of Schedule B-1 of the Title Certificate which Seller and Purchaser
agree to cooperate in releasing, Seller shall have no obligation to cure
any such title objections and if Seller elects not to cure same (or is
unable to do so), Purchaser shall elect either to accept such title as
Seller is able to convey without any reduction or abatement of the Purchase
Price, or Purchaser shall elect to rescind this Agreement and this
Agreement shall wholly cease and terminate and neither party shall have any
further claim against the other except pursuant to Article 12. Seller
shall be entitled to a reasonable adjournment or adjournments of the
Closing (not exceeding fifteen (15) days in the aggregate, but not beyond
October 31, 1997) to cure any title objections, but nothing herein
contained shall obligate Seller to bring any action or proceeding or
otherwise incur any expense (except as specifically stated above) in order
to cure any title objections. Acceptance by Purchaser of the Deed shall be
deemed to be full performance of all obligations of the parties hereto,
except those that are expressly stated to survive the Closing. Any
objection to title shall be deemed to be removed or cured if the Title
Company shall take no exception therefor or shall insure the Property
against such matter or shall insure against collection thereof out of the
Property.

7. CLOSING AND CLOSING DOCUMENTS.

7.01. The closing of title, payment of the Purchase Price and
delivery of the Deed and all other documents and instruments required
hereunder (the "Closing") shall take place at 10:00 a.m. on October 16,
1997, at the office of Purchaser's attorneys, Nixon, Hargrave, Devans &
▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at the offices
of Purchaser's lender or its counsel in Manhattan (such time on such date
or such time on such other date not later than thirty(30) days thereafter
to which Seller or Purchaser may adjourn the Closing is herein called the
"Closing Date"). Time shall be of the essence with regard to both Seller's
and Purchaser's obligations under this Agreement at 10:00 a.m. on October
31, 1997 (and neither Seller nor Purchaser shall be entitled to adjourn the
Closing beyond such date). The deed to be delivered at Closing shall be
the usual bargain and sale deed without covenant against grantor's acts, in
proper statutory form for recording (the "Deed"), shall be duly executed
and acknowledged by Seller and shall be in the form of EXHIBIT C annexed
hereto. For convenience, Seller shall omit from the Deed the recital of
any and all "subject to" clauses herein contained (including, without
limitation, the Permitted Exceptions) and/or any other title exceptions,
defects or objections pursuant to which Purchaser is obligated to accept
title hereunder or which have been waived or consented to by Purchaser, but
the same shall nonetheless survive delivery of the Deed. At the Closing,
Seller also shall execute and deliver to Purchaser, an Assignment of
Leases, Rents and Security Deposits in the form of EXHIBIT D annexed
hereto, a ▇▇▇▇ of Sale in the form of EXHIBIT E annexed hereto (the parties
acknowledging, however, that no portion of the Purchase Price has been
allocated towards any personal property) and a General Assignment in the
form of EXHIBIT F annexed hereto.

7.02. If a search of title or other records discloses
judgments, bankruptcies or other returns against other persons having names
the same as, or similar to, that of Seller, Seller will on request deliver
to Purchaser or the Title Company an affidavit showing that such judgments,
bankruptcies or other returns are not against Seller and such affidavit
shall otherwise be in form and content as is sufficient to permit the Title
Company to remove such judgments, bankruptcies or other returns as
exceptions to title.

7.03. If on the Closing Date there may be any other liens or
encumbrances which Seller is obligated to pay or discharge in order to
convey to Purchaser such title as is herein provided to be conveyed, Seller
may use any portion of the Purchase Price to satisfy same, provided:

(a) Seller shall deliver to Purchaser or the Title Company
at the Closing instruments in recordable form and sufficient to satisfy
such liens and encumbrances of record, together with monies sufficient for
the cost of recording or filing said instruments; or

(b) Seller, having made arrangements with the Title
Company, shall deposit with the Title Company sufficient monies acceptable
to the Title Company to insure the obtaining and the recording of such
satisfactions. The existence of any such liens or encumbrances shall not
be deemed objections to title if Seller shall comply with the foregoing
requirements and the Title Company shall take no exception therefor or
shall insure the Property against such matters or shall insure against
collection thereof out of the Property.

7.04. Seller shall, as indicated below, execute, acknowledge
and/or deliver to Purchaser and/or the Title Company or cause to be paid
the following items at the Closing:

(a) The Deed in accordance with Section 7.01.

(b) An acknowledgement by the members of the Old Co-
Tenancy that the Property is not subject to the Co-Tenancy Agreement
following the Closing.

7.05. Purchaser shall, as indicated below, execute,
acknowledge and/or deliver to Seller and/or the Title Company or as Seller
may direct or cause to be paid the following items on the Closing Date:

(a) The Purchase Price in accordance with the
provisions of this Agreement, including the Purchase Money Note and the
Guaranty, if such Purchase Price is not paid in all-cash.

(b) Such other items, if any, as are specifically
required to be delivered or paid by Purchaser under this Agreement.

8. TRANSFER TAXES AND WITHHOLDING.

8.01. At the Closing, Purchaser shall deliver a certified
check to the order of New York City Department of

Finance for the amount of the transfer tax (the "NYS Transfer Tax") payable
with respect to the execution and delivery of the Deed in accordance with
Article 31 of the Tax Law of the State of New York. If any returns shall
be required, Seller and Purchaser shall both sign and, if required, swear
to such returns. The aforesaid check and returns shall be delivered to the
Title Company at the Closing.

8.02. At the Closing, Purchaser shall deliver a certified
check to the order of New York City Department of Finance for the amount of
the Real Property Transfer Tax (the "NYC Real Property Transfer Tax"; and
the NYS Transfer Tax and the NYC Real Property Transfer Tax being referred
to herein collectively as the "Transaction Taxes") imposed by Title 11 of
Chapter 21 of the Administrative Code of the City of New York (the
"Administrative Code") in connection with the execution and delivery of the
Deed, and Seller and Purchaser shall each deliver the return required by
the Administrative Code and the regulations issued pursuant to the
authority thereof, duly signed and sworn to by both Seller and Purchaser.
The aforesaid check and return shall be delivered to the Title Company at
the Closing.

8.03. At the Closing, Seller shall deliver to Purchaser a
certification properly executed containing such information as shall be
required by the Internal Revenue Code of 1986, as amended, and the
Regulations promulgated thereunder in connection with establishing that
Seller is not a "foreign person" (as defined in Section 1445 of such Code
and such Regulations).

8.04. The obligation of Purchaser to pay all Transaction
Taxes imposed in connection with the execution and delivery of the Deed
shall survive the delivery of the Deed hereunder (including, for this
purpose, any Transaction Taxes due in connection with any permitted
assignment of this Agreement or designation of a grantee by Purchaser under
Section 5.01 or Section 5.02, which also shall be the obligation of
Purchaser and survive the delivery of the Deed hereunder).

9. THE PROPERTY.

9.01. Purchaser acknowledges and agrees that Purchaser is
purchasing the Property "as is" and without representation or warranty of
any kind or nature whatsoever, express or implied, except as otherwise
specifically provided for herein. In making and executing this Agreement,
Purchaser has not relied upon nor been induced by any statements or
representations of any person with respect to (i) the title to, or the
physical condition of,

the Premises or any other property included in this sale (it being
understood that, except as expressly provided in Section 10.01(a),
Purchaser is relying upon any title insurance policy which may be obtained
by Purchaser at its expense in connection with this Agreement as to all
matters affecting title to the Premises), (ii) the rental or other income,
if any, operating expenses, tenancies or occupancies of the Premises, (iii)
the income or expenses of ownership, maintenance and operation of the
Premises, or (iv) any other matters affecting or relating to the Property
or the Premises or this transaction which might be pertinent in considering
the making or the execution of this Agreement. Except as may expressly be
provided for herein, no party has any authority to make representations or
warranties with respect to the Premises or the Property, and Seller
expressly disclaims any responsibility for any such representations or
warranties made by any party who represents or purports to represent
Seller. Purchaser has, on the contrary, relied solely on such
investigations, examinations and inspections as Purchaser has chosen to
make or has made. Purchaser acknowledges that Seller has afforded
Purchaser the opportunity for full and complete investigations,
examinations and inspections of the Property and the Premises and all
documents or written material relevant to the sale of the Property and the
Premises and that Purchaser has either made same or waived same for its own
business purposes, that principals of Purchaser are principals of K-767 Co.
and as such are fully familiar with the Premises and this transaction.
THERE ARE NO UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, GIVEN BY SELLER TO PURCHASER IN CONNECTION WITH THIS
TRANSACTION UNLESS SPECIFICALLY SET FORTH HEREIN.

9.02. It shall not be a condition to Closing that any lease,
sublease or service contract with respect to the Premises be in effect at
Closing.

9.03. If there shall be any deterioration, destruction,
disrepair or casualty with respect to the Premises at Closing, such
condition shall not constitute an objection to title or an impediment to
Closing, and Purchaser shall be required to close title notwithstanding
same without any abatement of the Purchase Price.

10. REPRESENTATIONS.

10.01. Seller represents to Purchaser as follows:

(a) Seller has not transferred, assigned or
hypothecated its interest in the Premises, and the execution and delivery
by Seller of this Agreement and the performance by

Seller of its obligations hereunder have been duly authorized; and

(b) Seller has the capacity and full power and
authority to enter into and perform this Agreement in accordance with its
terms, and this Agreement constitutes the valid and binding obligation of
Seller enforceable in accordance with its terms; and

10.02. Purchaser represents to Seller:

(a) The execution and delivery by Purchaser of this
Agreement and the performance by Purchaser of its obligations hereunder
have been duly authorized; and

(b) Purchaser has full power and authority to enter
into and perform this Agreement in accordance with its terms, and this
Agreement constitutes the valid and binding obligation of Purchaser
enforceable in accordance with its terms; and

(c) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, their spouses,
their children, or any of them, or entities controlled one hundred (100%)
percent by any of them, now own and will continue after the consummation of
the sale to own at least a fifty (50%) percent interest in the Premises.

11. DAMAGES.

11.01. In the event of Purchaser's default hereunder, Seller
shall be entitled to elect one of the following remedies: (i) to ▇▇▇ for
specific performance of this Agreement plus an amount equal to Seller's
"Legal Costs" (as hereinafter defined) if Seller shall be the prevailing
party; or (ii) to ▇▇▇ for damages not to exceed the amount of the Purchase
Price plus an amount equal to Seller's Legal Costs if Seller shall be the
prevailing party.

11.02. In the event of Seller's default hereunder, Purchaser
shall be entitled to elect one of the following remedies: (i) to ▇▇▇ for
specific performance of this Agreement plus Purchaser's Legal Costs if
Purchaser shall be the prevailing party; or (ii) to ▇▇▇ for damages not to
exceed the amount of the

Purchase Price plus an amount equal to Purchaser's Legal Costs if Purchaser
shall be the prevailing party.

12. BROKERAGE COMMISSIONS.

12.01. Purchaser represents and warrants to Seller that it has
not dealt with any broker or finder in connection with this transaction.
Purchaser shall indemnify, defend and save Seller harmless from and against
any expense (including, but not limited to, reasonable attorneys' fees,
including in enforcing the foregoing indemnification), claim, loss or
liability in connection with a claim by any broker or other finder claiming
to have dealt with Purchaser in connection with this transaction.

12.02. Seller represents and warrants to Purchaser that it has
not dealt with any broker or finder in connection with this transaction.
Seller shall indemnify, defend and save Purchaser harmless from and against
any expense (including, but not limited to, reasonable attorneys' fees,
including in enforcing the foregoing indemnification), claim, loss or
liability in connection with a claim by any broker or other finder claiming
to have dealt with Seller in connection with this transaction.

12.03. The provisions of this Article 12 shall survive the
Closing and the delivery of the Deed or any sooner termination of this
Agreement.

13. CASUALTY.

13.01. If prior to the Closing Date all or any part of the
Premises is destroyed or damaged by fire or the elements or by any other
cause, Purchaser shall nonetheless be required to close title on the
Closing Date and there shall be no abatement of the Purchase Price. In
such event, Seller shall assign to Purchaser at Closing all rights of
Seller to any insurance proceeds or remit to Purchaser any such insurance
proceeds received by Seller after the date hereof.

14. CONDEMNATION.

14.01. In the event of the institution of any proceeding
(judicial, administrative or otherwise) which shall relate to the proposed
taking of all or any portion of the Premises by eminent domain, or in the
event of the taking of all or any portion of the Premises by eminent domain
prior to the

Closing Date, this Agreement may not be terminated by either party, and
Purchaser shall nonetheless be required to close title on the Closing Date
and there shall be no abatement of the Purchase Price; and Seller shall
assign to Purchaser at Closing all rights of Seller to any condemnation
proceeds or remit to Purchaser any such condemnation proceeds received by
Seller after the date hereof.

15. NOTICES.

15.01. Any notice required or permitted to be given pursuant
to this Agreement shall be effective and valid only if in writing and
delivered personally or by reputable overnight express courier or delivery
service, or sent postage prepaid by certified or registered mail, return
receipt requested, as follows:

(a) If to Purchaser:

c/o Sage Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

With a copy to:

Nixon, Hargrave, Devans & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇, Esq.

(b) If to Seller:

c/o JMB Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

With a copy to:

Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇
1999 Avenue of the Stars
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Real Estate Notices (LJP/RCS)

Unless otherwise specified, notice shall be deemed given when
received, but if delivery is not accepted, on the earlier of the date
delivery is refused or the third business day

after the same is deposited with the United States Postal Service. Either
party may by written notice to the other designate a different address to
which notice shall be sent. The attorneys for the respective parties
hereto are hereby expressly authorized, on behalf of their respective
clients, to serve any written notice whenever such notice is provided to be
given under this Agreement, and any such notice shall be in writing and
signed by said attorneys.

16. ENTIRE AGREEMENT AND NO ORAL MODIFICATION.

16.01. This Agreement and the Exhibits annexed hereto and made
a part hereof by reference embody and constitute the entire understanding
between the parties with respect to the transaction contemplated herein,
and all prior agreements, understandings, representations and statements,
oral or written, are merged into this Agreement.

16.02. Neither this Agreement nor any provision hereof may be
waived, modified, amended, discharged or terminated except by an instrument
signed by the party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only
to the extent set forth in such instrument.

17. NO CONTINGENCIES.

17.01. This Agreement is not contingent upon Purchaser's
ability to finance the transaction.

18. MISCELLANEOUS.

18.01. None of the provisions of this Agreement are intended
to be, nor shall they be construed to be, for the benefit of any third
party.

18.02. No waiver of any breach of any agreement or provision
herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof or of any other agreement or provision herein contained. No
extension of time for performance of any obligation or act shall be deemed
an extension of the time for performance of any other obligation or act.

18.03. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns, if any.

18.04. This Agreement may be executed in two or more
counterparts, and all counterparts so executed shall for all purposes
constitute one agreement, binding on all the parties hereto,
notwithstanding that all parties shall not have executed the same
counterpart.

18.05. The acceptance of the Deed and payment of the Purchase
Price shall be deemed full performance and discharge of each and every
agreement and obligation on the part of Seller and Purchaser, respectively,
to be performed under this Agreement except those herein specifically
stated to survive the Closing. Any and all representations, warranties,
covenants, indemnities and agreements of Seller or Purchaser, respectively,
contained in this Agreement shall not survive the Closing and the delivery
of the Deed and payment of the Purchase Price, and shall be merged in the
delivery of the Deed, unless specifically provided otherwise in this
Agreement.

18.06. Defined terms used in this Agreement shall have the
meanings ascribed to them in this Agreement, which meanings shall apply to
both the singular and plural forms of the terms defined. As used in this
Agreement the singular shall include the plural and the plural shall
include the singular, as the context shall require. The captions used in
connection with the Articles of this Agreement and the Table of Contents,
if any, of this Agreement are for convenience of reference only and shall
not be deemed to construe or limit the meaning or language of this
Agreement. All references to "Articles" and "Sections" contained herein
shall be construed to mean articles and sections of this Agreement unless
otherwise indicated.

18.07. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provisions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated unless
such invalidity, voidness or unenforceability prevents (i) the conveyance,
transfer and assignment of the Property to Purchaser as contemplated by
this Agreement, or (ii) the payment of the Purchase Price to Seller, in
which case this Agreement shall be null and void and neither party shall
have any further rights or liabilities hereunder, except for those
provisions which specifically survive a termination of this Agreement.

18.08. This Agreement is entered into and shall be governed
and construed in accordance with the laws of the State of New York without
regard to its principles of conflict of laws and, further, without regard
to any presumption against the party causing same to have been prepared.

18.09. Exhibits A through F annexed hereto are incorporated
herein by reference and made a part of this Agreement.

18.10. Prior to Closing, neither Seller nor Purchaser shall,
without the consent of the other party, initiate the issuance of any press
release or similar publicity or provide information (except as required or
contemplated by any provision of this Agreement or as may be required by
law upon the advice of counsel) regarding the transactions contemplated
herein to any other person or entity, other than the Title Company,
lenders, investors, employees, representatives, agents, attorneys and
accountants of Seller and Purchaser and then only on a need to know basis.

18.11. It is expressly understood and agreed that this
Agreement shall not constitute an offer or create any rights in favor of
Seller or Purchaser and shall in no way obligate or be binding upon Seller
or Purchaser, and this Agreement shall have no force or effect unless and
until the same is executed by Seller and Purchaser and is delivered by
Seller and Purchaser.

18.12 Seller and Purchaser hereby waive the provisions
set forth in Section 5-1311 of the General Obligations Law of the State of
New York to the extent that same are inconsistent with the provisions of
this Agreement.

18.13. (a) In addition to the conditions provided in other
provisions of this Agreement, Seller's obligations to perform its
undertakings provided in this Agreement (including its obligation to sell
the Property) are conditioned on the following:

(i) The due performance by Purchaser of each and every
undertaking and agreement to be performed by it hereunder (including the
delivery to Seller of the items and funds specified to be delivered by
Purchaser in Section 7 hereof).

(ii) That at no time on or before the Closing Date
shall any "Bankruptcy/Dissolution Event"(as defined below) have occurred
with respect to Purchaser, and if Purchaser is a partnership or limited
liability company, any general partner or member in Purchaser. As used
herein, a "Bankruptcy/Dissolution Event" means any of the following: (a)
the commencement of a case under Title 11 of the U.S. Code (the "Bankruptcy
Code"), as now constituted or hereafter amended, or under any other
applicable federal or state bankruptcy law or other similar law; (b) the
appointment of a trustee or receiver of any substantial property interest;
(c) an assignment for the benefit of creditors; (d) an

attachment, execution or other judicial seizure of a substantial property
interest; (e) a dissolution or liquidation, or (f) the death or incapacity
of both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, unless Purchaser shall elect to
pay the entire purchase price in cash and dispense with the Purchase Money
Note and the Guaranty.

(b) In addition to the conditions provided in other
provisions of this Agreement, Purchaser's obligations to perform its
undertakings provided in this Agreement (including its obligation to
purchase the Property) are conditioned on the following:

(i) The due performance by Seller of each and every
undertaking and agreement to be performed by it hereunder (including the
delivery to Purchaser of the items specified to be delivered by Seller in
Section 7 hereof).

(ii) That at no time on or before the closing Date
shall a Bankruptcy/Dissolution Event have occurred with respect to Seller
or any of the general partners in Seller.

18.14. (a) No present or future partner, director, officer,
member, shareholder, employee, advisor, affiliate or agent of or in Seller
or any affiliate of Seller shall have any personal liability, directly or
indirectly, under or in connection with this Agreement or any agreement or
instrument made or entered into under or in connection with the provisions
of this Agreement, or any amendment or amendments to any of the foregoing
made at any time or times, heretofore or hereafter, and Purchaser and its
successors and assigns and, without limitation, all other persons and
entities, shall look solely to Seller's assets for the payment of any claim
or for any performance, and Purchaser hereby waives any and all such
personal liability. For purposes of this Section, no negative capital
account or any contribution or payment obligation of any partner or member
in Seller shall constitute an asset of Seller. The limitations of liability
contained in this Section shall survive the termination of this Agreement
or the Closing Date, as applicable, and are in addition to, and not in
limitation of, any limitation on liability applicable to Seller provided
elsewhere in this Agreement or by law or by any other contract, agreement
or instrument.

(b) No present or future partner, director, officer, member,
shareholder, employee, advisor, affiliate or agent of or in Purchaser or
any affiliate of Purchaser shall have any personal liability, directly or
indirectly, under or in

connection with this Agreement or an agreement or instrument made or
entered into under or in connection with the provisions of this Agreement
other than pursuant to the guaranty of the obligations of Purchaser set
forth in Section 19.01 of this Agreement and other than pursuant to the
Guaranty, if applicable, or any amendment or amendments to any of the
foregoing made, at any time or times, heretofore or hereafter, and Seller
and its successors and assigns and, without limitation, all other persons
and entities, shall look solely to Purchaser's assets for the payment of
any claim or for any performance, and Seller hereby waives any and all such
personal liability. For purposes of this Section, no negative capital
account or any contribution or payment obligation of any partner or member
in Purchaser shall constitute an asset of Purchaser. The limitations of
liability contained in this Section shall survive the termination of this
Agreement or the Closing Date, as applicable and are in addition to, and
not in limitation of, any limitation on liability applicable to Purchaser
provided elsewhere in this Agreement or by law or by any other contract,
agreement or instrument.

18.15. In the event any action shall be instituted by a party
to enforce this Agreement, the prevailing party in such action (as
determined by the court, agency or other authority before which such suit
or proceeding is commenced), shall be entitled to such reasonable
attorneys' fees, costs and expenses as may be fixed by the decision maker
("Legal Costs"). The foregoing includes, but is not limited to, reasonable
attorneys' fees, expenses and costs of investigation incurred in (1)
appellate proceedings; (2) any post-judgment proceedings to collect or
enforce the judgment; (3) establishing the right to indemnification; and
(4) any action or participation in, or in connection with, any case or
proceeding under Chapters 7, 11 or 13 of the Bankruptcy Code, or any
successor statutes. This provision is separate and several and shall
survive the consummation of the transaction contemplated by this Agreement
or the earlier termination of this Agreement.

18.16. The parties hereby irrevocably waive their respective
rights to a jury trial of any claim or cause of action based upon or
arising out of this Agreement. This waiver shall apply to any subsequent
amendments, renewals, supplements or modifications to this Agreement. In
the event of litigation, this Agreement may be filed as a written consent
to a trial by the court.

18.17. In no event shall this Agreement or any document or
other memorandum related to the subject matter of this Agreement be
recorded without the consent of Seller and Purchaser.

18.18. Purchaser shall pay (i) all costs and expenses of
any escrow arrangements; (ii) all costs and expenses, including premiums
and survey costs, of any title insurance policies which may be obtained by
Purchaser; and (iii) the cost of any of its examinations and inspections
and audits of the Property, including the cost of any of its appraisals,
environmental, physical and financial audits, and, if applicable, all costs
associated with the Exchange and any financing to be obtained by Purchaser
(including any application and commitment fees, and the costs of meeting
any lender requirements). Seller and Purchaser shall each pay their
respective (i) legal fees and expenses, and (ii) costs of all opinions,
certificates, instruments, documents and papers required to be delivered,
or caused to be delivered, by it hereunder and the cost of all its
performance under this Agreement.

19. GUARANTY.

19.01. For value received, and in consideration for, and as an
inducement to Seller entering into this Agreement with Purchaser, the
undersigned persons listed as guarantors (collectively, "Guarantors")
guaranty to Seller, Seller's successors and assigns, the full payment and
performance and observance of all of the covenants, conditions and
agreements, herein provided to be performed and observed by Purchaser,
without requiring any notice of non-payment, non-performance or non-
observance or proof, or notice, or demand, whereby to charge Seller
therefor, all of which Guarantors hereby expressly waive and solely for
such purposes join in the execution and delivery of this Agreement.
Guarantors expressly agree that the validity of Guarantors' obligations
shall in no case be terminated, affected or impaired by reason of the
assertion by Seller against Purchaser of any of the rights or remedies
reserved to Seller pursuant to the provisions of this Agreement. The
liability of Guarantors under this

Section 19.01 shall be joint and several. Each individual Guarantor hereby
represents and warrants to Seller that as of the date hereof each of the
representations and warranties set forth in Article I of the Guaranty is
true and correct as if the same had applied to him and his obligations
under this Section 19.01 (and the same are hereby incorporated into this
Section 19.01 as if set forth herein in full, with appropriate changes such
that they apply only to his obligations under this Section 19.01). Each
individual Guarantor agrees that the covenants, waivers and agreement set
forth in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.08, 2.09, 2.10, 3.01 and
3.10 of the Guaranty shall apply to Guarantor and his obligations under
this Section 19.01 (and the same are hereby incorporated into this Section
19.01 as if set forth herein in full, with appropriate changes such that
they apply only to his obligations under this

Section 19.01). The liability of Guarantors under this Section 19.01 shall
terminate upon the consummation of the Closing.

IN WITNESS WHEREOF, Seller and Purchaser have caused this
Agreement to be duly executed as of the day and year first above written.

"SELLER": CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XI,
an Illinois limited partnership, as Seller;
and as a Co-Tenant for the sole purpose of evidencing its approval of and
agreement to comply with the provisions of Section 4 of this Agreement

By: JMB REALTY CORPORATION,
a Delaware
corporation, its general partner

By:_____________________________

"PURCHASER": ▇▇▇▇ STREET FEE LLC,
a New York limited
liability company

By: W-▇▇▇▇ ▇▇▇ LLC, a New York limited
liability company, Managing Member

By: THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ORGANIZATION
LTD., a New York corporation, Agent

By:
----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
President

"GUARANTORS" ______________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇

______________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇

"CO-TENANT" K-767 Co., is executing this Agreement for
the
sole purpose of evidencing its approval of
and agreement to comply with the provisions of Section 4 of this Agreement

K-767 CO., a New York limited partnership

By: WKOP 767 THIRD CORPORATION,
a New York Corporation,
its general partner

By:__________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President

EXHIBIT A
---------

LEGAL DESCRIPTION

ALL that certain plot, piece or parcel of land, situate, lying and being in
the Borough of Manhattan, City, County and State of New York, bounded and
described as follows:

BEGINNING at the corner formed by the intersection of the easterly line of
Third Avenue with the southerly line of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇; running

THENCE Easterly along the southerly line of East 48th Street, 153 feet 4
inches;

THENCE Southerly parallel with the easterly line of Third Avenue and part of
the distance through a party wall, 100 feet 5 inches to the center line of the
block;

THENCE Westerly parallel with the southerly line of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and along
the center line of the block, 58 feet 4 inches;

THENCE Northerly parallel with the easterly line of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ feet 0
inches;

THENCE Westerly parallel with southerly line of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and part of
the distance through a party wall, 95 feet 0 inches to a point in the easterly
line of Third Avenue;

THENCE Northerly along the Easterly line of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ feet 5 inches to
the point or place of Beginning.

TOGETHER with the Easement for Light and Air, as set forth in Declaration of
Light and Air by and among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Manteca Realty
Corporation, N.V. dated 10-15-80, recorded 10-20-80 in Reel 541 P. 1406.

EXHIBIT B
--------

PURCHASE MONEY NOTE

$4,000,000 ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇

,▇▇▇▇

FOR VALUE RECEIVED, the undersigned ▇▇▇▇ STREET LEASE LLC, a New
York limited liability company ("Borrower"), promises to pay to CARLYLE REAL
ESTATE LIMITED PARTNERSHIP-XI, an Illinois limited partnership ("Lender"), the
sum of Four Million and No/100 Dollars ($4,000,000), together with interest on
the balance of unpaid principal from the date hereof at the per annum rate set
forth below, computed on the basis of a 360-day year consisting of twelve
equal 30-day months, upon and subject to the terms and conditions set forth
below.

1. DEFINITIONS. The following terms shall have the following
meanings:

"Bankruptcy/Dissolution Event" with respect to a person or entity,
means the commencement or occurrence of any of the following with respect to
such person or entity; (1) a case under Title 11 of the U.S. Code, as now
constituted or hereafter amended, or under any other applicable federal or
state bankruptcy law or other similar law; (2) the appointment of (or a
proceeding to appoint) a trustee or receiver of any substantial property
interest; (3) an attachment, execution or other judicial seizure of (or a
proceeding to attach, execute or seize) a substantial property interest; (4)
an assignment for the benefit of creditors; or (5) a dissolution and
liquidation; provided, however, that (x) the events described in clauses (1),
(2) or (3) shall not be included if the same are (a) involuntary and not at
any time consented to, (b) contested within 30 days of commencement and
thereafter diligently and continuously contested, and (c) dismissed or set
aside, as the case may be within 90 days of the commencement and (y) the
events described in clause (5) shall not be included as long as the assets of
the entity are distributed to its members which shall assume in writing such
entity's liability thereunder.

"Borrower" means ▇▇▇▇ STREET LEASE LLC, a New York limited
liability company.

"Business Day" means any day that is not a Saturday, Sunday or
holiday as defined by New York state law or any other day when commercial
banks in New York are authorized or obligated by law or executive order to be
closed.

"Default Rate Interest" means the interest due and calculated at
the Past Due Rate pursuant to Section 7.

"Guaranty" means that certain Guaranty, dated as of the date
hereof, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in favor of Lender (the
"Guaranty").

"Lender" means Carlyle Real Estate Limited Partnership-XI, or any
future owner or holder of this Note, including pledgees and transferees of
this Note or any person or entity acquiring or owning a participation interest
herein or therein.

"Maturity Date" means October 10, 1998 provided, however, that if
such date is not a Business Day, then the Maturity Date shall be the next
Business Day following such date.

"Past Due Charge" means Five Cents (5 cents) for each One Dollar
($1.00) of the amount of each delinquent payment, as referred to in Section 7.

"Past Due Rate" means a rate of interest equal to the lesser of
(i) fifteen and one-half (15-1/2%) percent per annum, or (ii) the maximum
rate of interest permitted to be charged by applicable laws or regulation
governing this Note, as referred to in Section 7.

2. INTEREST RATE. The unpaid principal balance under this Note
shall bear interest at the rate (the "Interest Rate") of Nine Percent (9.0%)
per annum.

3. MONTHLY PAYMENTS OF INTEREST. Commencing on the first day
of the first full calendar month commencing after the date hereof and
continuing on the first day of each calendar month thereafter through October
1, 1998, Borrower shall pay to Lender at its address indicated in this Note
all accrued and unpaid interest under this Note.

4. MATURITY DATE. The entire balance of principal and accrued
interest and other amounts then outstanding on this Note are due and payable
on the Maturity Date.

5. APPLICATION OF PAYMENTS: ETC. Each payment hereunder shall
be applied when received first to the payment of any unpaid Past Due Charge
and then to the payment of accrued interest on the principal balance from time
to time remaining unpaid and then to reduce principal, except that if any
amounts due under the terms of Section 9 hereof have not been repaid, then any
monies received, at the option of Lender, may first be applied to repay such
amounts and interest thereon and the balance, if any, be applied as herein
specified. No such application by Lender shall constitute a cure or waiver of
any default by Borrower under this Note. Without limitation of the foregoing,
in the event of any partial payment hereunder, Lender shall have the sole
right and authority to determine which portion of the indebtedness evidenced
hereby any partial payment may be applied against, if any; provided that,
nothing in the foregoing shall impose upon Lender any duty or obligation to
accept or apply any partial payment received by Lender hereunder.

6. DEFAULT; ACCELERATION. Upon the occurrence of any default
hereunder which shall remain uncured for ten (10) days after written notice
thereof from Lender, the whole of the unpaid principal hereof, together with
accrued and outstanding interest and all other sums required to be paid under
this Note shall, at the election of Lender and without notice of such
election, become immediately due and payable. Lender's election may be
exercised at any time after any such event, and the acceptance of one or more
payments hereon from any person thereafter shall not constitute a waiver of
Lender's election, or of its option to make such election. The occurrence of
a Bankruptcy/Dissolution Event with respect to Borrower or any individual
guarantor under the Guaranty shall constitute a default under this Note.

7. PAST DUE CHARGE AND PAST DUE INTEREST RATE. Borrower
recognizes and acknowledges that any default on any payment, or portion
thereof, due hereunder will result in losses and additional expenses to Lender
in servicing the indebtedness evidenced hereby, and in losses due to Lender's
loss of the use of funds not timely received. Borrower further acknowledges
and agrees that in the event of any such default, Lender would be entitled to
damages for the detriment proximately caused thereby, but that it would be
extremely difficult and impracticable to ascertain the extent of or compute
such damages. Therefore, if for any reason Borrower fails to pay any interest
under this Note on any regularly scheduled payment date under Section 3 hereof
for a period of ten(10) days after such payment is due, Borrower shall pay to
Lender, in addition to any such delinquent payment, an amount equal to the
Past Due Charge calculated on such delinquent payment. In addition, if for
any reason Borrower fails to make any payment due hereunder (including payment
of all principal and accrued interest on the Maturity Date) within the 10-day
period after such payment is due, then each such delinquent payment shall also
bear Default Rate Interest (in lieu of interest at the Interest Rate),
commencing on the date such delinquent payment was due and continuing for as
long as the delinquency continues, regardless of whether or not there has been
an acceleration of the indebtedness under this Note, computed at the Past Due
Rate until paid (such Default Rate Interest to be compounded annually).
Borrower acknowledges that the Past Due Charge and Default Rate Interest
agreed to hereunder represent the reasonable estimate of those damages which
would be incurred by Lender, and a fair return to Lender for the loss of the
use of the funds not timely received from Borrower on account of a default by
Borrower as herein specified, established by Borrower and Lender through good
faith consideration of the facts and circumstances surrounding the transaction
contemplated under this Note as of the date hereof, but that such Past Due
Charge and Default Rate Interest are in addition to, and not in lieu of, any
other right or remedy available to Lender. If any applicable law proscribes
the imposition of a past due charge in the amount of the Past Due Charge
herein specified, or limits the rate of the Default Rate Interest that may be
charged to a rate less than the Past Due Rate herein specified, then the
maximum charge or rate permitted by such law shall be charged by Lender for
purposes of this Section.

8. PREPAYMENT. Borrower has the privilege to prepay the
principal of this Note (in whole or in part) upon and subject to the following
terms and conditions;

A. Borrower gives Lender at least five (5) Business Days
prior written notice of such prepayment indicating the amount desired to be
prepaid; and

B. Concurrently with such prepayment, Borrower shall pay
all accrued and unpaid interest under this Note (whether or not then due), and
all amounts then due under this Note.

9. COST. Borrower promises to pay to Lender, immediately upon
written notice from Lender, all reasonable actual cost, expenses,
disbursements, and reasonable legal fees and expenses actually incurred by
Lender or its counsel in the enforcement or attempted enforcement of this Note
so long as Lender is the prevailing party in any such enforcement (but if
Lender shall not be the prevailing party, then Lender shall pay Borrower's
reasonable costs and expenses in connection with such enforcement). Without
limitation on the foregoing, Borrower agrees to pay all costs of collection,
including reasonable attorneys' fees (whether or not for salaried attorneys
regularly employed by Lender) and all costs of any action or proceeding
(including any bankruptcy proceeding), in case any payment is not paid when
due, or in case it becomes necessary to enforce any other obligation of
Borrower hereunder, or in the event Lender is made a party to any litigation
because of the existence of the indebtedness evidenced by this Note, or any of
them so long as Lender is the prevailing party in any such enforcement (but if
Lender shall not be the prevailing party, then Lender shall pay Borrower's
reasonable costs and expenses in connection with such enforcement).

10. WAIVERS. Borrower waives diligence, presentment, protest
and demand, notice of protest, of demand, of nonpayment, of dishonor and of
maturity and agrees that time is of the essence of every provision hereof; and
consents to any and all renewals, extensions or modifications of the terms
hereof, including time for payment, and further agrees that any such renewal,
extension or modification, or the release or substitution of any person or
security for the indebtedness evidenced hereby, shall not affect the liability
of any of such parties for the indebtedness evidenced by this Note. Any such
renewals, extensions, modifications, releases or substitutions may be made
without notice to any of such parties.

11. REMEDIES CUMULATIVE. The rights and remedies of Lender as
provided in this Note shall be cumulative and concurrent and may be pursued
singly, successively or together against Borrower or any other persons or
entities who are, or may become liable for all or any part of this
indebtedness, and any other funds, property or security hereafter held by
Lender for the payment hereof, or otherwise, at the sole discretion of Lender.

Failure to exercise any such right or remedy shall in no event be construed as
a waiver or release of such rights or remedies, or the right to exercise them
at any later time. The

right, if any, of Borrower, and all other persons or entities, who are, or may
become, liable for this indebtedness, to plead any and all statutes of
limitation as a defense is expressly waived by each and all of such parties to
the full extent permissible by law.

12. MISCELLANEOUS.

12.1 MANNER OF PAYMENT; NO OFFSETS. All payments due
hereunder shall be made in lawful money of the United States of America. Such
payments shall be made by check or, upon maturity at the option of Lender, by
transferring the payment in federal or immediately available funds by bank
wire or interbank transfer for the account of Lender with presentment and
surrender of this Note, provided; however, that any payment of principal
received after 2:00 p.m. Chicago time shall be deemed to have been received by
Lender on the next Business Day and shall bear interest accordingly. All sums
due hereunder shall be payable without offset, demand, abatement or counter-
claim of any kind or nature whatsoever, all of which are hereby waived by
Borrower.

12.2 FEE FOR STATEMENT. No fee shall be charged by
Lender for any statement regarding the obligations evidenced hereby requested
by Borrower to be furnished by Lender.

12.3 NO AMENDMENT OR WAIVER EXCEPT IN WRITING. This
Note may be amended or modified only by a writing duly executed by Borrower
and Lender, which expressly refers to this Note and the intent of the parties
so to amend this Note. No provision of this Note will be deemed waived by
Lender, unless waived in writing executed by Lender, which expressly refers to
this Note, and no such waiver shall be implied from any act or conduct of
Lender, or any omission by Lender to take action with respect to any provision
of this Note. No such express written waiver shall affect any other provision
of this Note, or cover any default or time period or event, other than the
matter as to which an express written waiver has been given.

12.4 NO INTENT OF USURY. None of the terms and
provisions contained in this Note, or in other documents or instruments
related hereto, shall ever be construed to create a contract for the use,
forbearance or detention of money requiring payment of interest at a rate in
excess of the maximum interest permitted to be charged by applicable laws or
regulation governing this Note ("Usury Laws"). Borrower shall never be
required to pay interest on this Note in excess of the maximum interest that
may be lawfully charged under such Usury Laws, as made applicable by the final
judgment of a court of competent jurisdiction, and the provisions of this
Section shall control over all other provisions hereof and of any other
instrument executed in connection herewith or executed to secure the
indebtedness evidenced hereby, which may be in apparent conflict with this
Section. If Lender collects monies which are deemed to constitute interest
which would otherwise increase the effective interest rate on this Note to a
rate in excess of that permitted to be charged by such Usury Laws, all such
sums deemed to constitute interest in excess of the maximum rate shall, at the

option of Lender, either be credited to the payment of principal or returned
to Borrower.

12.5 GOVERNING LAW. This Note shall be governed by and
construed and enforced in accordance with the laws of the State of New York
(without regard to conflicts of laws), except where federal law is applicable
(including, without limitation, any applicable federal usury ceiling or other
federal law preempting state usury laws).

12.6 CERTAIN RULES OF CONSTRUCTION. The headings of
each Section of this Note are for convenience only and do not define or limit
any provision of this Note. The provision of this Note shall be construed as
a whole according to their common meaning, not strictly for or against any
party, or any person or entity, who is or may become liable for the payment of
this Note, and to achieve the objectives of the parties unconditionally to
impose on Borrower the indebtedness evidenced by this Note. Whenever the
words "including", "includes" or "include" are used in this Note (including
any Exhibit hereto), they shall be read non-exclusively as though the phrase
", without limitation," immediately followed the same.

12.7 SEVERABILITY. If any term of this Note, or the
application thereof to any person or circumstances, shall be invalid or
unenforceable, the remainder of this Note, or the application of such term to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term of this Note shall
be valid and enforceable to the fullest extent permitted by law.

12.8 NOTICES. Whenever Lender or Borrower shall desire
to give or serve any notice, demand, request or other communication with
respect to this Note ("Notice"), each such Notice shall be in writing and
shall be personally served or sent by a commercial overnight delivery service
or by certified mail, return receipt requested, and shall be deemed to have
been received on the date actually received if personally served or on the
next Business Day after deposit with an overnight delivery service or on the
date of receipt or refusal as shown on the return receipt if sent by certified
mail. The addresses of the parties to which Notices shall be sent (until
notice of a change is served as provided in this Section) are as set forth
below. Notice of a change of address shall be given by 15 days' advance
written notice in the manner set forth in this Section 12.8:

TO LENDER:

c/o JMB Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

With a copy to:

Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇
1999 Avenue of the Stars

▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Real Estate Notices (RCS/LJP)

TO BORROWER:

c/o Sage Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

With a copy to:

12.9 Return of Note. Simultaneously with the payment in
full and satisfaction of this Note, Lender shall return the original thereof
to Borrower.

BORROWER:

▇▇▇▇ STREET LEASE LLC,
a New York limited liability company

By: W-▇▇▇▇ LEASE LLC,
a New York limited liability company,
Its Managing Member

By: THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ORGANIZATION LTD.,
a New York corporation,
Agent

By:
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President

EXHIBIT B-1

GUARANTY

THIS GUARANTY (this "Guaranty") is executed as of , 1997, by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual (individually
and collectively, jointly and severally, "Guarantor"), for the benefit of
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XI, an Illinois limited partnership
("Lender"), with reference to the following facts:

A. Lender has agreed to lend Four Million Dollars ($4,000,000)
(the "Loan") to ▇▇▇▇ STREET LEASE LLC, a New York limited liability company
("Borrower"), in connection with the acquisition by Borrower of an interest in
certain property located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the
"Property"), as more particularly described in Exhibit "A", by taking back a
Purchase Money Note of even date herewith, by Borrower in favor of Lender, in
the principal amount of the Loan (the "Note").

B. As a condition to making the Loan, Lender has required that
Guarantor guarantee the obligations of Borrower under the Loan in accordance
with the terms of this Guaranty.

NOW, THEREFORE, in consideration of Lender's agreement to make the
Loan and as an inducement to Lender to do so, Guarantor covenants and agrees
with Lender, for the benefit of the holder from time to time of the Note as
follows:

ARTICLE I. REPRESENTATIONS AND WARRANTIES

Each individual Guarantor makes the following representations and
warranties with respect to himself which shall be continuing representations
and warranties until this Guaranty expires in accordance with the provisions
contained herein:

1.01. GUARANTY AUTHORIZED AND BINDING. There are no conditions
precedent to the effectiveness of this Guaranty and this Guaranty has been
duly executed and delivered and constitutes a valid and legally binding
obligation of Guarantor enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws generally affecting
the enforcement of creditors' rights and general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

1.02. NO CONFLICT. The execution and delivery of this Guaranty
are not, and the performance of this Guaranty will not be, in contravention
of, or in conflict with, any law, rule, regulation or other legal requirement
or any agreement, indenture or undertaking to which Guarantor is a party or by
which it or any of its assets is or may be bound or affected and do not, and
will not cause any security interest, lien or other encumbrance to be created
or imposed upon any such assets.

1.03. LITIGATION. There is no litigation or other proceeding
pending or, to the best of knowledge of Guarantor, threatened against, or
affecting, it or its properties which could reasonably be expected to be
determined adversely to Guarantor and which, if determined adversely to
Guarantor, would have a materially adverse effect on the financial condition,
assets, businesses or operations of Guarantor or which prevents or interferes
with or adversely affects Guarantor's entering into this Guaranty or the
validity of this Guaranty or the carrying out of the terms hereof, and
Guarantor is not in default with respect to any order, writ, injunction,
decree or demand of any court or other governmental or regulatory authority.

1.04. SOLVENCY. The execution and delivery of this Guaranty will
not (i) render Guarantor insolvent under generally accepted accounting
principles nor render it Insolvent (as defined below), (ii) leave Guarantor
with remaining assets which constitute unreasonably small capital given the
nature of Guarantor's business, or (iii) result in the incurrence of Debts
(as defined below) beyond Guarantor's ability to pay them when and as they
mature. Guarantor is not insolvent under generally accepted accounting
principles nor Insolvent, regardless of the effect of this Guaranty on its
financial condition. For the purposes of this Section, "Insolvent" means that
the present fair salable value of assets is less than the amount that will be
required to pay the probable liability on existing Debts as they become
absolute and matured. For the purposes of this Section, "Debts" includes any
legal liability for indebtedness, whether matured or unmatured, liquidated or
unliquidated, absolute, fixed or contingent.

1.05. FINANCIAL OR OTHER BENEFIT OR ADVANTAGE. Guarantor hereby
acknowledges and warrants that (i) it has derived or expects to derive a
financial or other benefit or advantage from the Loan and from each and every
renewal, extension, release of collateral or other relinquishment of legal
rights made or granted by Lender to Borrower in connecting with the Loan, and
(ii) Lender would not make the Loan but for this Guaranty.

1.06. INFORMATION. Guarantor has established adequate means of
obtaining from sources other than Lender, on a continuing basis, financial and
other information pertaining to Borrower's financial condition, the Property
and Borrower's activities relating thereto and the status of Borrower's
performance of obligations imposed by the Note, and Guarantor agrees to keep
adequately informed from such means of any facts, events or circumstances
which might in any way affect Guarantor's risks hereunder and Lender has made
no representation to Guarantor as to any such matters.

1.07. CAPACITY. Each individual comprising Guarantor has all
necessary capacity, power and authority to make and carry out this Guaranty.

ARTICLE II. AGREEMENT

2.01. GUARANTY. Guarantor hereby, jointly and severally,
unconditionally and irrevocably guarantees and agrees to timely perform and
comply with the following obligations (collectively, the "Guaranteed
Obligations"): the due and punctual payment of all amounts due under the Note
(and all renewals, extensions, modifications and rearrangements thereof),
including principal, interest and costs and expenses incurred in connection
with the enforcement of the Note (if Lender shall be the prevailing party in
connection with any such enforcement); provided, however, that if Lender is
not the prevailing party, then Lender shall pay the reasonable costs and
expenses of Guarantor in connection with such enforcement.

2.02. OBLIGATIONS ABSOLUTE. The obligations of Guarantor
hereunder shall remain in full force and effect without regard to, and shall
not be affected or impaired by the following, any of which may be taken
without the consent of, or notice to, Guarantor, nor shall any of the
following give Guarantor any recourse or right of action against Lender:

(a) Any express or implied amendment, modification, renewal,
addition, supplement, extension (including extensions beyond the original
term) or acceleration of the Note;

(b) Any exercise or non-exercise by Lender of any right or
privilege under this Guaranty or the Note;

(c) Any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to
Guarantor or Borrower, or any guarantor (which term shall include any other
party at any time directly or contingently liable for any of Borrower's
obligations under the Note) or any affiliate of Borrower, or any action taken
with respect to this Guaranty by any trustee or receiver, or by any court, in
any such proceeding, whether or not Guarantor shall have had notice or
knowledge of any the foregoing;

(d) Any release or discharge of Borrower from its liability
under the Note or any release or discharge of any endorser or guarantor or of
any other party at any time directly or contingently liable for the Guaranteed
Obligations;

(e) Any subordination, compromise, release (by operation of law
or otherwise), discharge, collection, or liquidation of any collateral at any
time held as security for the Note or otherwise in any manner, or any
substitution with respect thereto;

(f) Any assignment or other transfer of this Guaranty in whole
or in part or the Note;

(g) Any acceptance of partial performance of the Guaranteed
Obligations; and

(h) Any consent to the transfer of any collateral at any time
held as security for the Note or otherwise.

2.03. WAIVERS. Guarantor unconditionally waives any defense to
the enforcement of this Guaranty (other than payment or performance),
including, without limitation:

(a) All presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, and notices
of acceptance of this Guaranty;

(b) Any right to require Lender to proceed against Borrower or
any guarantor at any time or to proceed against or exhaust any security held
by Lender at any time or to pursue any other remedy whatsoever at any time;

(c) The defense of any statute of limitations affecting the
liability of Guarantor hereunder, the liability of Borrower or any guarantor
of the Note, or the enforcement hereof, to the extent permitted by law;

(d) Any defense arising by reason of any invalidity or
unenforceability of (or any limitation of liability in) the Note or any
disability of Borrower or any guarantor or of any manner in which Lender has
exercised its rights and remedies under the Note, or by any cessation from any
cause whatsoever of the liability of Borrower or any guarantor (other than
payment or performance);

(e) Without limitation on clause (d) above, any defense based
upon any lack of authority of the officers, directors, partners or agents
acting or purporting to act on behalf of Borrower or any principal of Borrower
or any defect in the formation of Borrower or any principal of Borrower;

(f) Any defense based upon the application by Borrower of the
proceeds of the Loan for purposes other than the purposes represented by
Borrower to Lender or intended or understood by Lender or Guarantor;

(g) Any defense based upon an election of remedies by Lender,
including any election to proceed by judicial or nonjudicial foreclosure of
any security at any time for the Note held by Lender, whether real property or
personal property security, or by deed in lieu thereof, and whether or not
every aspect of any foreclosure sale is commercially reasonable, or any
election of remedies, including remedies relating to real property or personal
property security, which destroys or otherwise impairs the subrogation rights
of Guarantor or the rights of Guarantor to proceed against Borrower or any
guarantor for reimbursement, or both;

(h) Any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor
in any other aspects more burdensome than that of a principal;

(i) Any defense based upon Lender's election, in any proceeding
instituted under the Federal Bankruptcy Code, of the application of Section
1111(b)(2) of the Federal Bankruptcy Code or any successor statute;

(j) Any defense based upon any borrowing or any grant of a
security interest under Section 364 of the Federal Bankruptcy Code;

(k) Any right of subrogation, reimbursement, exoneration,
contribution or indemnity, or any right to enforce any remedy which Lender now
has or may hereafter have against Borrower or any benefit of, or any right to
participate in, any security now or hereafter held by Lender unless and until
the Guaranteed Obligations shall have been fully paid and performed.

2.04. SUBROGATION. Guarantor understands that the exercise by
Lender of certain rights and remedies may affect or eliminate Guarantor's
right of subrogation against Borrower or any guarantor and that Guarantor may
therefore incur partially or totally nonreimbursable liability hereunder.
Nevertheless, Guarantor hereby authorizes and empowers Lender, its successors,
endorsees and assigns, to exercise in its or their sole discretion, any rights
and remedies, or any combination thereof, which may then be available, it
being the purpose and intent of Guarantor that the obligations hereunder shall
be absolute, continuing, independent and unconditional under any and all
circumstances.

2.05. ADDITIONAL WAIVERS. Guarantor shall not be released or
discharged, either in whole or in part, by Lender's failure or delay to (i)
perfect or continue the perfection of any lien or security interest in any
collateral which may hereafter secure the obligations of the Borrower,
Guarantor, or any other guarantor, or (ii) protect the property covered by
such lien or security interest.

2.06. INDEPENDENT, SEPARATE AND UNSECURED OBLIGATIONS. The
obligation of Guarantor hereunder is independent of the obligation of Borrower
and, in the event of any default hereunder, a separate action or actions may
be brought and prosecuted against Guarantor whether or not Guarantor is the
alter ego of Borrower and whether or not Borrower is joined therein or a
separate action or actions are brought against Borrower. Lender's rights
hereunder shall not be exhausted until all of the Guaranteed Obligations have
been fully paid and performed. Except as otherwise provided in this Guaranty,
this Guaranty is not secured and shall not be deemed to be secured by any
security instrument unless such security instrument expressly recites that it
secures this Guaranty.

2.07. [INTENTIONALLY OMITTED]

2.08. BANKRUPTCY NO DISCHARGE; REPAYMENTS. So long as any of the
obligations guaranteed hereunder shall be owing to Lender, Guarantor shall
not, without the prior written consent of Lender, commence or join with any
other party in commencing any bankruptcy, reorganization or insolvency
proceedings of or against Borrower. Guarantor understands and acknowledges
that by virtue of this Guaranty, it has specifically assumed any and all risks
of a bankruptcy or reorganization case or proceeding with respect to Borrower.

As an example and not in any way of limitation, a subsequent modification of
the Guaranteed

Obligations in any reorganization case concerning Borrower shall not affect
the obligation of Guarantor to pay and perform the Guaranteed Obligations in
accordance with its original terms. Notwithstanding anything to the contrary
herein, the liability of Guarantor hereunder shall be reinstated and revived,
and the rights of Lender shall continue, with respect to any amount at any
time paid by or on behalf of Borrower on account of the Note which Lender
shall restore or return by reason of the bankruptcy, insolvency or
reorganization of Borrower or for any other reasons, all as though such amount
had not been paid.

2.09. PAYMENTS. It is understood that the obligations of Borrower
to Lender may at any time and from time to time exceed the aggregate liability
of Guarantor hereunder without impairing this Guaranty. Guarantor agrees that
whenever Guarantor shall make payment to Lender hereunder on account of the
liability hereunder, Guarantor will deliver such payment to Lender at the
address provided in Section 3.09 below and notify Lender in writing that such
payment is made under this Guaranty for such purpose. Lender shall apply
payments for Borrower to the Guaranteed Obligations in such order as Lender
may determine. No payment made hereunder by Guarantor to Lender shall
constitute Guarantor as a creditor of Lender.

2.10. CHANGE IN FINANCIAL CONDITION. Guarantor further covenants
and agrees promptly to notify Lender of any material adverse change in
Guarantor's financial condition.

ARTICLE III. MISCELLANEOUS

3.01. EXPENSES. Guarantor agrees to pay all costs and expenses,
including reasonable attorneys' fees, which may be incurred by Lender in any
effort to collect or enforce the Note or the obligations of Guarantor
hereunder, whether or not any lawsuit is filed, including, without limitation,
all costs and attorneys' fees incurred by Lender in any bankruptcy proceeding
(including, without limitation, any action for relief from the automatic stay
of any bankruptcy proceeding) (as long as Lender shall be the prevailing party
in its efforts to enforce the Note and/or this Guaranty; but if Lender is not
the prevailing party, then Lender shall pay the reasonable costs and expenses
of Guarantor in connection with such enforcement). Such amounts shall bear
interest from the date which shall be 5 days after demand therefor until paid
at the Past Due Rate set forth in the Note.

3.02. COMPLETE AGREEMENT. This Guaranty supersedes any prior
negotiations, discussions or communications between Guarantor with respect to
this Guaranty.

3.03. AMENDMENTS. Neither this instrument nor any term hereof may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.

3.04. SUCCESSORS. All of the terms of this instrument shall be
binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns, heirs, distributes and
personal representatives, except that Guarantor shall not have the right to
assign any of its rights or obligations under this Guaranty. The term
"Borrower" shall mean both the named Borrower and any other person or entity
at any time assuming or otherwise becoming primarily liable on all or any part
of the obligations set forth in the Note.

3.05. GOVERNING LAW. This Guaranty shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to conflicts of law).

3.06. ASSIGNABILITY BY LENDER. Lender may, at any time and from
time to time, assign, conditionally or otherwise, all of the rights of Lender
under the Note and under this Guaranty, whereupon such assignee shall succeed
to all rights of Lender hereunder to the extent that such rights may be
assigned to it. Lender, or each successor holder of the Note, shall give
written notice to Guarantor of such assignment, but failure to give, or delay
in giving, such notice shall not affect the validity of enforceability of any
such assignment.

3.07. DEMANDS. Each demand by Lender for performance or payment
hereunder shall be in writing and shall be made in the manner set forth in
Section 3.09 below.

3.08. TERMS. The obligations of Guarantor under the Guaranty
shall continue in full force and effect until the obligations under the Note
shall have been fully paid and performed and the expiration of the period of
time during which payments by Borrower to Lender may be deemed to be
preferential payments under the United States Bankruptcy Code or other similar
applicable laws.

3.09. NOTICES. Whenever Lender or Guarantor shall desire to give
or serve any notice, demand, request or other communication with respect to
this Guaranty ("Notice"), each such Notice shall be in writing and shall be
personally served or sent by a commercial overnight delivery service or by
certified mail, return receipt requested, and shall be deemed to have been
received on the date actually received if personally served or on the next
business day after deposit with an overnight delivery service or on the date
of receipt or refusal as shown on the return receipt if sent by certified
mail. The addresses of the parties to which Notices shall be sent (until
notice of a change is served as provided in this Section) are as set forth
below. Notice of a change of address shall be given by 15 days' advance
written notice in the manner set forth in this Section:

To Guarantor:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇
c/o Sage Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

and to:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇
c/o Sage Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

with a copy to:

Nixon, Hargrave, Devans & ▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇, Esq.

To Lender:

c/o JMB Realty Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

with a copy to:

Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇
1999 Avenue of the Stars, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Real Estate Notices (RCS/LJP)

3.10. MISCELLANEOUS. No delay or failure by Lender to exercise
any remedy against Borrower or Guarantor will be construed as a waiver of that
right or remedy. All remedies of Lender are cumulative. In the event that
the provisions of this Guaranty are claimed or held to be inconsistent with
any other instrument evidencing or securing the Loan, or the obligations of
Guarantor, the terms of this Guaranty shall remain fully valid and effective.
If Guarantor consists of more than one person or entity, the obligations
hereunder shall be joint and several and in no event shall the liability of
any other guarantor be conditioned upon the liability of any other guarantor
(whether or not all stated guarantors actually execute and deliver this
Guaranty or any other guaranty). When the context in which the words are used
in this Guaranty indicates that such is the intent, words in the singular
number shall include the plural and vice-versa. Use of the word "include",
"includes", or "including" in this Guaranty (including any Exhibit hereto)
shall be read as though the phrase ", without limitation," followed the same.
If any one or more of the provisions of this Guaranty should be determined to
be illegal or unenforceable, all other provisions shall remain effective.

3.11. COUNTERPARTS. This Guaranty may be executed in one or more
counterparts, each of which together shall constitute one and the same
instrument.

3.12. CERTIFICATES. At any time and from time to time, Guarantors
may request a certificate from Lender (which shall be executed and delivered
by Lender) stating: (i) whether or not this Guaranty has been terminated or
satisfied or is then in full force and in effect; (ii) whether any demand for
payment has been made; and (iii) whether or not to the knowledge of Lender any

default is continuing under this Guaranty (and, if so, specifying the nature
of such default(s) if any).

3.13. RETURN OF GUARANTY. Upon the payment in full of the Note,
and if at such time there shall be no unpaid Guaranteed Obligation hereunder,
Lender shall return the original of this guaranty to Guarantors and shall
acknowledge in a separate writing reasonably satisfactory in form and content
to Guarantor that this Guaranty has been satisfied, subject, however, to the
provisions of the last sentence of Section 2.08 (regarding repayments by
Lender).

IN WITNESS WHEREOF, each undersigned has executed this Guaranty as
of the date first above written.

______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇

EXHIBIT 10.1 ------------ Agreement of Sale dated as of July 31, 1997

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