CARLYLE REAL ESTATE LTD PARTNERSHIP IX, 10-K405, 1997-03-28

CARLYLE REAL ESTATE LTD PARTNERSHIP IX
10-K405, 1997-03-28
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year
ended December 31, 1996 Commission file number 0-9484

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Illinois 36-2875190
(State of organization) (I.R.S. Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312-915-1987

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- -------------------------------

None None

Securities registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP INTERESTS
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. Not applicable.

Documents incorporated by reference: None

TABLE OF CONTENTS

Page
----
PART I

Item 1. Business . . . . . . . . . . . . . . . . . . 1

Item 2. Properties . . . . . . . . . . . . . . . . . 6

Item 3. Legal Proceedings. . . . . . . . . . . . . . 7

Item 4. Submission of Matters to a Vote
of Security Holders. . . . . . . . . . . . . 7

PART II

Item 5. Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters. . . . . . . . . . . 7

Item 6. Selected Financial Data. . . . . . . . . . . 8

Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . 12

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 16

Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 37

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 37

Item 11. Executive Compensation . . . . . . . . . . . 40

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 41

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 42

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 42

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 44

PART I

ITEM 1. BUSINESS

Unless otherwise indicated, all references herein to "Notes" are to
Notes to Consolidated Financial Statements contained in this report.
Capitalized terms used herein, but not defined, have the same meanings as
used in the Notes.

The registrant, Carlyle Real Estate Limited Partnership-IX (the
"Partnership") is a limited partnership formed in mid-1976 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois to invest in improved income-producing commercial and residential
real property. The Partnership sold $50,000,000 in Limited Partnership
Interests (the "Interests") commencing on August 17, 1979 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-63958), which offering was increased by $5,000,000 by a
new Registration Statement (No. 2-66256). A total of 55,000 Interests were
sold to the Public at $1,000 per Interest. The offering closed February
29, 1980. No Limited Partner has made any additional capital contribution
after such date. The Limited Partners of the Partnership share in their
portion of the benefits of ownership of the Partnership's real property
investments according to the number of Interests held.

The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investment are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's remaining real
estate investment is located in the State of California and it has no real
estate investments located outside of the United States. A presentation of
information about industry segments, geographic regions, raw materials, or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2029. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of the
remaining property as quickly as practicable and to wind up the affairs of
the Partnership not later than 1999, barring any unforeseen economic
developments.

The Partnership has made the real property investments set forth in
the following table:

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Summit Creek
Apartments
DeKalb County,
Georgia . . . . . . 360 units 5-24-79 8-6-82 fee ownership of land and
improvements (through joint
venture partnership)
2. Fox Fire
Apartments
Houston, Texas. . . 260 units 5-9-79 3-21-91 fee ownership of land and
improvements (through joint
venture partnership)
3. Windscape
Apartments
Dallas, Texas . . . 212 units 6-29-79 10-1-89 fee ownership of land and
improvements (through joint
venture partnership)
4. Beaver Mall
Beaver Dam,
Wisconsin . . . . . 252,000 7-20-79 4-29-91 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)

5. Woodtrails
Apartments
San Antonio,
Texas . . . . . . . 324 units 8-10-79 4-8-91 fee ownership of land and
improvements (through joint
venture partnership)
6. Cedars-Sinai
Medical Office
Complex
Los Angeles,
California. . . . . 331,000 12-27-79 20% fee ownership of im-
sq.ft. provements and ground
n.r.a. leasehold interest
in land (through joint
venture partnership)
(c)(d)(e)(f)

7. White Marsh Mall
-Phase II
Baltimore County,
Maryland. . . . . . 100,000 12-26-79 1-31-93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
8. Garden Place
Apartments
Mesa, Arizona . . . 286 units 12-12-79 7-31-91 fee ownership of land and
improvements (through joint
venture partnership)

9. Gateway Centre
Office Building
Dallas, Texas . . . 196,000 12-10-79 12-26-86 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)

10. Sails Apartments
Harris County,
Texas. . . . . . . 324 units 10-18-79 11-26-84 fee ownership of land and
improvements (through joint
venture partnership)

11. Summit Ridge
Apartments
Charlotte,
North Carolina . . 240 units 10-17-79 5-30-86 fee ownership of land and
improvements
12. Cinnamon Ridge
Apartments
Atlanta, Georgia . 200 units 12-28-79 12-19-91 fee ownership of land and
improvements
13. Frontier Mall
Cheyenne, Wyoming. 232,000 12-16-80 10-31-93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
14. Louisville
Apartments
Houston, Texas . . 365 units 2-28-80 1-26-90 fee ownership of land and
improvements

15. Aspen Creek
Office Building
Casper, Wyoming. . 78,000 7-10-80 10-12-90 fee ownership of land and
sq.ft. improvements
g.l.a.
16. Becker Village
Mall
Roanoke Rapids,
North Carolina . . 300,000 8-22-80 6-19-87 fee ownership of improvements
sq.ft. and ground leasehold interest
g.l.a. in land (through joint venture
partnership)
17. Woods at Lake
Forest Apartments
Charlotte,
North Carolina . . 88 units 9-30-80 7-11-86 fee ownership of land and
improvements

18. Berkshire Place
Apartments
Charlotte,
North Carolina . . 240 units 12-30-80 9-21-90 fee ownership of land and
improvements (through joint
venture partnership)

<FN>
- ---------------

(a) The computation of this percentage for the property held at
December 31, 1996 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.

(b) Reference is made to the Notes and to Schedule III filed with
this annual report for the current outstanding principal balance and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investment.

(c) Reference is made to the Notes for a description of the joint
venture partnership through which the Partnership has made this real
property investment.

(d) Reference is made to the Notes for a description of the
leasehold interest, under a ground lease, in the land on which this real
property investment is situated.

(e) Reference is made to Item 8 - Schedule III filed with this
annual report for further information concerning real estate taxes and
depreciation.

(f) Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.

</TABLE>

The Partnership's remaining real property investment is subject to
competition from similar types of properties in the vicinity in which it is
located. Such competition is for new tenants as well as for the retention
of existing tenants. Reference is made to Item 7 below for a discussion of
competitive conditions and future renovation and capital improvement plans
of the Partnership and of its investment property. Approximate occupancy
levels for the property are set forth in the table in Item 2 below to which
reference is made. The Partnership maintains the suitability and
competitiveness of its property in its market primarily on the basis of
effective rents, tenant allowances and service provided to tenants. In the
opinion of the Corporate General Partner of the Partnership, the investment
property held at December 31, 1996 is adequately insured. Although there
is earthquake insurance coverage for a portion of the value of the
Partnership's investment property, the Corporate General Partner does not
believe that such coverage for the entire replacement cost of the
investment property is available on economic terms.

Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's remaining
property as of December 31, 1996.

The Partnership has no employees.

The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth below in Item 11 to which
reference is made for a description of such terms and transactions.

<TABLE>
ITEM 2. PROPERTIES

The Partnership owns, through a joint venture partnership, the property referred to under Item 1 above to
which reference is made for a description of said property.

The following is a listing of principal business or occupations carried on in and approximate occupancy
levels by quarter during fiscal years 1995 and 1996 for the Partnership's remaining investment property owned
during 1996:
<CAPTION>
1995 1996
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Cedars-Sinai Medical
Office Complex
Los Angeles, California
East Tower . . . . . . Medical 95% 95% 98% 96% 95% 96% 96% 96%
West Tower . . . . . . Medical 96% 96% 94% 91% 91% 93% 92% 92%

- ----------
<FN>

Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment property.

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

The Partnership is not subject to any pending material legal
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during
fiscal years 1996 and 1995.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS

As of December 31, 1996, there were 5,525 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Corporate General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
Investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Corporate General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Corporate General Partner has been received by the
Corporate General Partner. The transferee consequently will not be
entitled to receive any cash distributions or any allocable share of
profits or losses for tax purposes until such succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of Interests, without regard to the results of
Partnership's operations during particular quarterly periods and without
regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which distribution
is made.

Reference is made to Item 6 below for a discussion of cash distri-
butions made to the Limited Partners. The mortgage loan secured by the
Cedars-Sinai Medical Office Complex restricts the use by Wright-Carlyle of
the cash flow from that property as more fully discussed in the Notes.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

YEARS ENDED DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1996 1995 1994 1993 1992
------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 15,260,985 15,358,766 15,051,049 16,299,948 22,332,130
============ ============ =========== ============ ============

Operating earnings
(loss) . . . . . . . . . $ 727,102 108,504 233,173 868,554 1,893,633
Partnership's share
of operations of uncon-
solidated venture. . . . -- -- -- 200,421 157,431
Venture partners' share
of ventures' operations. (445,776) (6,799) (137,731) (272,175) (858,639)
------------ ------------ ----------- ------------ ------------
Net operating earnings
(loss) . . . . . . . . . 281,326 101,705 95,442 796,800 1,192,425
Gain on sale or dis-
position of investment
properties, net of
venture partners' share. -- -- -- 9,556,048 2,234,207
------------ ------------ ----------- ------------ ------------
Net earnings (loss) . . . $ 281,326 101,705 95,442 10,352,848 3,426,632
============ ============ =========== ============ ============
Net earnings per
Interest (b):
Net operating
earnings (loss) . . . $ 4.91 1.78 1.67 13.91 20.81
Gain on sale or
disposition of
investment
properties, net
of venture
partners' share . . . -- -- -- 171.99 40.21
------------ ------------ ----------- ------------ ------------
$ 4.91 1.78 1.67 185.90 61.02
============ ============ =========== ============ ============

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

YEARS ENDED DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992 - CONTINUED

1996 1995 1994 1993 1992
------------ ------------ ----------- ------------ ------------

Total assets. . . . . . . $ 57,611,184 57,579,352 58,606,658 66,722,753 83,255,136
Long-term debt. . . . . . $ -- -- 82,670,202 83,483,761 96,602,945
Cash distributions per
Interest (c) . . . . . . $ -- -- 95.00 225.00 61.00
============ ============ =========== ============ ============

<FN>

(a) The above selected financial data should be read in conjunction with the consolidated financial statements
and the related notes appearing elsewhere in this annual report.

(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of each
period (55,005).

(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for financial
reporting or Federal income tax purposes. Each Partner's taxable income (or loss) from the Partnership in each
year is equal to his allocable share of the taxable income (or loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners from
the inception of the Partnership through December 31, 1996 have not resulted in taxable income to such Limited
Partners and have therefore represented a return of capital.

</TABLE>

<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996

Property
- --------

Cedars-Sinai
Medical Office
Complex a) The net rentable area ("NRA") occupancy
rate and average base rent per square foot,
as of December 31 for each of the last
five years were as follows:

NRA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>

1992 . . . . . 94% $43.11
1993 . . . . . 94% 40.63
1994 . . . . . 95% 38.60
1995 . . . . . 94% 40.70
1996 . . . . . 95% 39.37
<FN>

(1) Includes east and west towers.
(2) Average base rent per square foot is based on NRA occupied
as of December 31 of each year (rate is a weighted average
of east and west towers).
(3) Base rent (as defined) consists of fixed minimum rent and
partial reimbursement of operating costs.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
None - no single tenant
represents more than 10%
of the net rentable
area of property.
</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Cedars-Sinai Medical Office Complex:

Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring NRA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>

1997 30 54,081 2,228,663 18%
1998 31 60,211 2,406,724 19%
1999 41 106,929 4,121,907 33%
2000 15 40,396 1,590,167 13%
2001 7 12,177 492,257 4%
2002 5 14,678 601,681 5%
2003 2 9,555 385,930 3%
2004 1 8,131 284,679 2%
2005 0 -- -- 0%
2006 1 851 36,051 0%
<FN>
(1) Excludes leases that expire in 1997 for which
renewal leases or leases with replacement tenants
have been executed as of January 2, 1997.

</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Due to the factors set forth below there is a substantial likelihood
that the Partnership will wind up its affairs in 1997 and cease to continue
as a going concern. However, there can be no assurance that this will
occur.

As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $49,700,000 (after deducting selling
expenses and other offering costs) with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital. A portion of such proceeds was
utilized to acquire the properties described in Item 1 above.

During 1996 some of the Limited Partners in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.7% of the Interests in the Partnership at amounts ranging from $50 to $70
per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer price was
inadequate. Such offers expired. As of the date of this report, the
Partnership is aware that 739.22 Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. It is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although there is no
assurance that any other third party will commence an offer for Interests,
the terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn. The board of directors of JMB Realty
Corporation ("JMB") the corporate general partner of the Partnership, has
established a special committee (the "Special Committee") consisting of
certain directors of JMB to deal with all matters relating to tender offers
for Interests in the Partnership, including any and all responses to such
tender offers. The Special Committee has retained independent counsel to
advise it in connection with any potential tender offers for Interests and
has retained Lehman Brothers Inc. as financial advisor to assist the
Special Committee in evaluating and responding to any additional potential
tender offers for Interests.

In March 1997 some of the Limited Partners received an unsolicited
tender offer to purchase up to 2.3% of the Interests at $110 per interest.
The Special Committee advised the Limited Partners to accept this offer.
The offer expired March 11. The Partnership is currently unaware of the
number of Interests, if any, purchased pursuant to such offer.

At December 31, 1996, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $4,246,000. Such funds are
available for distributions to partners and for working capital
requirements including the Partnership's share of capital improvements at
the Cedars-Sinai Medical Office Complex, the Partnership's remaining
investment property. The Partnership and its consolidated venture have
currently budgeted in 1997 approximately $317,400 for tenant improvements
and other capital expenditures. The Partnerships' share of such items is
budgeted to be approximately $158,700. Actual amounts expended in 1997 may
vary depending on a number of factors including actual leasing activity,
results of property operations, liquidity considerations and other market
conditions over the course of the year. The sources of capital for such
items and for short-term liquidity is the Partnership's current working
capital. Long-term future liquidity and distributions are expected to be
from the sale of the Partnership's investment property. As discussed
below, the Partnership does not consider the operations of the Cedars-Sinai
office building (the last property owned by the Partnership) to be a
significant source of short-term liquidity.

CEDARS-SINAI MEDICAL OFFICE COMPLEX

In December 1995, the venture obtained a non-binding letter of intent
to sell the Cedars-Sinai office building to an unaffiliated prospective
buyer. The agreement was subject to certain conditions including the
waiver by the Partnership's unaffiliated venture partner of its right of
first opportunity to acquire the Partnership's interest in the Cedars-Sinai
office building (per the venture agreement of Wright-Carlyle Partners
("Wright-Carlyle")). In January, 1996, the Partnership gave notice to its
venture partner of the letter of intent with the unaffiliated third party.
That notice triggered a 30-day election period whereby the venture partner
had the right to exercise or waive its right of first opportunity.
Pursuant to the venture agreement, if the venture partner elects to
exercise its right of first opportunity, the venture partner would then
have 120 days after making such election to close such sale. The purchase
price of the Partnership's interest would be such as would produce for the
Partnership the same consideration as the sale to the unaffiliated third
party. If the venture partner fails to close such a sale in the 120 days,
the right of first opportunity will be permanently lost. In February, 1996
the venture partner gave notice to the Partnership by which it purported to
exercise its right of first opportunity subject to certain terms and
conditions. The Partnership believes that the venture partner does not
have the right to attach any conditions to the exercise of such right. The
Partnership continues to engage in dispute with the venture partner
regarding this issue and continues to consider its alternatives, including
legal recourse. During the foregoing dispute, the unaffiliated third party
determined that it was no longer interested in purchasing the property.
The Partnership has therefore expanded the marketing effort to other
prospective purchasers.

In November 1996, the joint venture obtained a non-binding letter of
intent to sell the property to a different unaffiliated third party.
Though the Partnership gave notice to its venture partner relative to its
right of first opportunity at that time, the subsequent nature of the
negotiations with the prospective third-party buyer and the ongoing
disputes with the venture partner concerning the mechanics of giving such
notice led the Partnership to determine that it would give a further 30-day
election period to the venture partner. The Partnership delivered such
notice on March 20, 1997, after entering into a binding purchase agreement
(subject only to the venture partner's right of first opportunity) with
such third party. A sale of the property for the proposed terms would
result in a gain for financial reporting and Federal income tax purposes.
However, there can be no assurance that the sale, either with the third
party or with the venture partner pursuant to the right of first
opportunity, will be consummated on the terms of the current agreement or
on any other terms.

In January 1996, the venture obtained a short-term extension of the
mortgage loan's maturity, originally scheduled to mature on January 14,
1996, to September 30, 1996. The interest rate of the extended loan was
adjusted from 9.11% to 10% per annum and the monthly payments of
approximately $725,000 were based on a 360 month amortization with the
remaining principal balance due at maturity. Subsequently, the venture
reached an agreement to further extend the loan to September 1997, with
monthly payments of interest only of approximately $725,000 at an interest
rate of 10.569% per annum. Under the terms of the loan extension agreement
the venture is required to submit a list of all operating and capital
expenditures to the Lender for approval. Any operating expenses, lease
commissions, tenant improvements and other leasing costs on the submitted
list will be deemed approved upon the Lender's receipt of the list. Other
capital expenditures over $100,000 require the lender's written approval.
Under the loan extension agreement the venture is also required to remit to
the lender any net operating income (as defined) on a quarterly basis to be
applied against the outstanding principal balance of the loan. As of
December 31, 1996, no such amounts have been remitted to the Lender.
Additionally, Wright-Carlyle and the lender entered into an option
agreement providing the venture the option to purchase the lender's
ownership interest in the land underlying the development subject to

certain conditions. The option agreement expires in October 1997. There
can be no assurances that the venture will exercise such option.

If the venture is unable to arrange a sale of the property or further
extensions of the mortgage loan, the lender could realize upon its security
and take title to the property. This would result in the Partnership no
longer having an ownership interest in such property and result in a gain
for financial reporting and Federal income tax purposes to the Partnership
with no corresponding distributable proceeds. Upon sale or disposition of
the property, the Partnership would likely proceed to terminate its
affairs.

In such regard, the Partnership had classified the Cedars-Sinai
investment property as held for sale or disposition as of January 1, 1996
and the property was not subject to continued depreciation.

The East and West Towers of the Cedars-Sinai Medical Office Complex in
Los Angeles, California are 96% and 92% occupied, respectively. In 1997
and 1998, expiration of tenant leases for the entire property will be
approximately 19% for each year. There can be no assurance that the
expiring tenant space will be renewed. In addition, due to the competitive
office market in which the property is located, it is possible that
significant costs will be required to re-lease such space. Such factors
are expected to cause the property to operate at close to a break-even
level for such years. In anticipation of such future costs and as is
stipulated in the agreement with the lender discussed above, cash of
approximately $1,000,000 is being reserved by the Wright-Carlyle venture
rather than distributed to the Partnership or the venture partner.

GENERAL

There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.

As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. The Partnership is currently expected to operate at
approximately break-even cash flow in the aggregate, in the near term, due
to the large number of lease expirations at the Cedars-Sinai Medical Office
Complex, as described above. As a result, the Partnership is no longer
making operating distributions. By conserving working capital, the
Partnership will be in a better position to meet its future needs since the
availability of satisfactory outside sources of capital may be limited
given the portfolio's current debt levels. As previously reported, due to
these factors, the Partnership has held certain of the properties longer
than originally anticipated in an effort to maximize the return to the
Limited Partners. However, after reviewing the remaining property and the
marketplace in which it operates, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of the remaining asset
as quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than 1997 (sooner if the property is sold
or disposed of in the nearer term), barring unforeseen economic
developments. However, there can be no assurance that this will occur.

RESULTS OF OPERATIONS

The increase in interest, rents and other receivables and unearned
rents at December 31, 1996 as compared to December 31, 1995 is primarily
due to the timing of receipt of rental income at the Cedars-Sinai Medical
Office Complex.

The increase in accrued interest at December 31, 1996 as compared to
December 31, 1995 and related increase in mortgage and other interest
expense for the year ended December 31, 1996 as compared to the years ended
December 31, 1995 and 1994 is primarily due to the increased interest rates
on the short-term extensions related to the Cedars-Sinai mortgage loan as
discussed above.

The decrease in depreciation and venture partner's share of venture's
operations for the year ended December 31, 1996 as compared to the year
ended December 31, 1995 is primarily due to the Cedars-Sinai investment
property being classified as assets held for sale or disposition as of
January 1, 1996, and therefore not subject to continued depreciation. The
decrease in venture partner's share of operations is partially offset by
the increase in mortgage and other interest expense as discussed above.
The increase in depreciation for the year ended December 31, 1995 as
compared to December 31, 1994 is primarily due to the capitalization and
corresponding depreciation of tenant improvements in 1994 and 1995.

The increase in property operating expenses for the years ended
December 31, 1996 and 1995 as compared to December 31, 1994 is primarily
due to an increase in the land rental participation expense in 1995.

The increase in professional services for the year ended December 31,
1996 as compared to December 31, 1995 and 1994 is primarily due to an
increase in legal fees related to the dispute between the Partnership and
its venture partner regarding the venture partner's right of first
opportunity to purchase the Partnership's interest in the Cedars-Sinai
investment property as discussed above.

The decrease in amortization of deferred expenses for the year ended
December 31, 1996 as compared to December 31, 1995 and 1994 is primarily
due to a portion of the deferred expenses being fully amortized in 1995.

The increase in general and administrative expense for the year ended
December 31, 1996 as compared to December 31, 1995 is primarily due to the
use of independent third parties to perform certain administrative services
for the Partnership.

INFLATION

Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.

Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1997. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's remaining property have escalation clauses covering increases
in the cost of operating and maintaining the property as well as real
estate taxes. Therefore, there should be little effect from inflation on
operating earnings if the property remains substantially occupied.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)

AND CONSOLIDATED VENTURE

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended
December 31, 1996, 1995 and 1994

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994

Notes to Consolidated Financial Statements

SCHEDULE
--------

Consolidated Real Estate and Accumulated Depreciation. . .III

SCHEDULES NOT FILED:

All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX:

We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership-IX (a limited partnership) and consolidated
venture as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Carlyle Real Estate Limited Partnership-IX and consolidated venture at
December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the years in the three-year period ended December
31, 1996, in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.

The accompanying consolidated financial statements have been prepared
assuming that the Partnership will continue as a going concern. As
discussed in the Notes of the consolidated financial statements, the
Partnership has consummated an agreement to sell its remaining investment
property. In addition, the mortgage loan matures September 30, 1997. This
may result in the Partnership no longer having an ownership interest in the
property. These circumstances raise substantial doubt about the
Partnership's ability to retain its ownership in the property and continue
as a going concern. The General Partners' plans in regard to this matter
are described in the Notes. The accompanying consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated venture changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 21, 1997

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 4,245,747 4,313,536
Interest, rents and other receivables . . . . . . . . . . . . . . . 177,103 101,935
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 34,840 44,243
------------ -----------

Total current assets. . . . . . . . . . . . . . . . . . . . 4,457,690 4,459,714
------------ -----------

Investment property, at cost - Schedule III:
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . -- 34,595,424

Less accumulated depreciation . . . . . . . . . . . . . . . . . . . -- 17,174,158
------------ -----------

Total investment property, net of accumulated depreciation. -- 17,421,266

Property held for sale or disposition . . . . . . . . . . . . . . . 17,829,426 --
------------ -----------
Total investment property . . . . . . . . . . . . . . . . . 17,829,426 --
------------ -----------

Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,698,705 1,621,817
Venture partner's deficit in venture. . . . . . . . . . . . . . . . . 33,479,266 33,925,042
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 146,097 151,513
------------ -----------

$ 57,611,184 57,579,352
============ ===========

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------

1996 1995
------------ -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 82,298,021 82,670,202
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 546,678 543,989
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 122,058 86,725
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 483,244 418,403
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 83,450,001 83,719,319

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 553,634 533,810
------------ -----------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . 84,003,635 84,253,129

Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . (2,241,412) (2,252,665)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (897,441) (897,441)
------------ -----------
(3,137,853) (3,149,106)
------------ -----------
Limited partners (55,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . 49,689,766 49,689,766
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 9,310,607 9,040,534
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (82,254,971) (82,254,971)
------------ -----------
(23,254,598) (23,524,671)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . (26,392,451) (26,673,777)
------------ -----------
$ 57,611,184 57,579,352
============ ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 15,051,119 15,063,181 14,818,895
Interest income . . . . . . . . . . . . . . . . . 209,866 253,538 232,154
Other income. . . . . . . . . . . . . . . . . . . -- 42,047 --
------------ ------------ ------------
15,260,985 15,358,766 15,051,049
------------ ------------ ------------
Expenses:
Mortgage and other interest . . . . . . . . . . . 8,364,973 7,567,840 7,644,620
Depreciation. . . . . . . . . . . . . . . . . . . -- 1,376,780 1,095,808
Property operating expenses . . . . . . . . . . . 5,613,727 5,657,897 5,298,982
Professional services . . . . . . . . . . . . . . 139,343 33,842 102,283
Amortization of deferred expenses . . . . . . . . 270,920 552,725 575,571
General and administrative. . . . . . . . . . . . 144,920 61,178 100,612
------------ ------------ ------------
14,533,883 15,250,262 14,817,876
------------ ------------ ------------
Operating earnings (loss) . . . . . . . . 727,102 108,504 233,173

Venture partner's share of venture's
operations. . . . . . . . . . . . . . . . . . . . (445,776) (6,799) (137,731)
------------ ------------ ------------
Net earnings (loss) . . . . . . . . . . . . $ 281,326 101,705 95,442
============ ============ ============

Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss) . . . . . $ 4.91 1.78 1.67
------------ ------------ ------------
Net earnings (loss) . . . . . . . . . . . . $ 4.91 1.78 1.67
============ ============ ============

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (55,005 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit)
December 31,
1993 . . . . .$1,000 (2,260,551) (865,181) (3,124,732) 49,689,766 8,851,273 (77,029,496) (18,488,457)

Net earnings
(loss) . . . . -- 3,818 -- 3,818 -- 91,624 -- 91,624
Cash distribu-
tions ($95.00
per limited
partnership
interest). . . -- -- (32,260) (32,260) -- -- (5,225,475) (5,225,475)
------ ---------- -------- ---------- ---------- --------- ----------- -----------
Balance
(deficit)
December 31,
1994 . . . . .1,000 (2,256,733) (897,441) (3,153,174) 49,689,766 8,942,897 (82,254,971) (23,622,308)

Net earnings
(loss) . . . . -- 4,068 -- 4,068 -- 97,637 -- 97,637
Cash distribu-
tions. . . . . -- -- -- -- -- -- -- --
------ ---------- -------- ---------- ---------- --------- ----------- -----------
Balance
(deficit)
December 31,
1995 . . . . .1,000 (2,252,665) (897,441) (3,149,106) 49,689,766 9,040,534 (82,254,971) (23,524,671)

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED

GENERAL PARTNERS LIMITED PARTNERS (55,005 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- ------------

Net earnings
(loss) . . . . -- 11,253 -- 11,253 -- 270,073 -- 270,073
Cash distribu-
tions. . . . . -- -- -- -- -- -- -- --
------ ---------- -------- ---------- ---------- --------- ----------- -----------
Balance
(deficit)
December 31,
1996 . . . . .$1,000 (2,241,412) (897,441) (3,137,853) 49,689,766 9,310,607 (82,254,971) (23,254,598)
====== ========== ======== ========== ========== ========= =========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flow from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ 281,326 101,705 95,442
Items not requiring (providing) cash:
Depreciation. . . . . . . . . . . . . . . . . . -- 1,376,780 1,095,808
Amortization of deferred expenses . . . . . . . 270,920 552,725 575,571
Venture partner's share of venture's
operations. . . . . . . . . . . . . . . . . . 445,776 6,799 137,731
Change in:
Interest, rents and other receivables . . . . . (75,168) 116,208 92,299
Prepaid expenses. . . . . . . . . . . . . . . . 9,403 (1,658) 241
Accrued rents receivable. . . . . . . . . . . . 5,416 (151,513) --
Accounts payable. . . . . . . . . . . . . . . . 2,689 (270,455) 256,631
Unearned rents. . . . . . . . . . . . . . . . . 35,333 18,267 (198,460)
Accrued interest payable. . . . . . . . . . . . 64,841 (4,118) 2,080
Tenant security deposits. . . . . . . . . . . . 19,824 (59,146) 42,993
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . 1,060,360 1,685,594 2,100,336
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term
investments . . . . . . . . . . . . . . . . . . -- -- 10,515,661
Additions to investment property. . . . . . . . . (408,160) (887,597) (2,009,308)
Payment of property disposition fees. . . . . . . -- -- (2,314,071)
Payment of deferred expenses. . . . . . . . . . . (347,808) (162,537) (433,584)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . (755,968) (1,050,134) 5,758,698
----------- ----------- -----------

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1996 1995 1994
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . (372,181) (813,559) (742,975)
Distributions to limited partners . . . . . . . . -- -- (5,225,475)
Distributions to general partners . . . . . . . . -- -- (32,260)
----------- ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . . (372,181) (813,559) (6,000,710)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . . (67,789) (178,099) 1,858,324
Cash and cash equivalents at
beginning of year . . . . . . . . . . . . 4,313,536 4,491,635 2,633,311
----------- ----------- -----------
Cash and cash equivalents at
end of year . . . . . . . . . . . . . . . $ 4,245,747 4,313,536 4,491,635
=========== =========== ===========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and
other interest. . . . . . . . . . . . . . . . . $ 8,300,132 7,571,958 7,642,540
=========== =========== ===========
Non-cash retirements of fully
depreciated fixed assets. . . . . . . . . . . . $ 443,690 853,873 311,477
=========== =========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

The Partnership holds through a joint venture an equity investment in
commercial real estate in the State of California. Business activities
consist of rentals to a variety of tenants, and the ultimate sale or
disposition of such real estate. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment and wind up its
affairs not later than December 31, 1997. However, there can be no
assurance that this will occur.

The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated venture, Wright-Carlyle
Partners ("Wright-Carlyle") in which the Partnership has certain
preferential claims and rights as discussed below. The effect of all
transactions between the Partnership and the consolidated venture has been
eliminated.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to reflect the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership. The net effect of these items for the years
ended December 31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
1996 1995
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $ 57,611,184 8,070,997 57,579,352 8,183,991
Partners' capital accounts
(deficit):
General partners. . . . . . . . . (3,137,853) (2,176,031) (3,149,106) (2,364,834)
Limited partners. . . . . . . . . (23,254,598) (20,769,197) (23,524,671) (20,456,948)
Net earnings (loss):
General partners .. . . . . . . . 11,253 188,803 4,068 204,072
Limited partners. . . . . . . . . 270,073 (312,250) 97,637 1,500
Net earnings (loss)
per limited partner-
ship interest. . . . . . . . . . . 4.91 (5.68) 1.78 .03
============ =========== ============ ===========

</TABLE>

The net earnings (loss) per limited partnership interest ("Interest")
is based upon the limited partnership interests outstanding at the end of
each period (55,005). Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and income
tax purposes.

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. Partner-
ship distributions from unconsolidated ventures are considered cash flow
from operating activities only to the extent of the Partnership's
cumulative share of net earnings. The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($3,951,589 and $4,049,918 at December 31, 1996 and 1995, respectively) as
cash equivalents, which includes investments in an institutional mutual
fund which holds U.S. Government obligations, with any remaining amounts
(generally with original maturities at one year or less) reflected as
short-term investments being held to maturity.

Deferred expenses consist primarily of loan commitment fees and
leasing commissions and related costs. Deferred loan fees are amortized
using the straight-line method over the terms stipulated in the related
agreements. Deferred leasing commissions and related costs are amortized
over the terms of the related tenant lease agreements.

Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent was due and/or increases in
minimum lease payments over the term of the lease, rental income is accrued
for the full period of occupancy on a straight-line basis.

Certain amounts in the 1995 and 1994 Consolidated Financial Statements
have been reclassified to conform with the 1996 presentation.

No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the taxing authorities
amounts representing withholding from distributions paid to partners.

The Partnership has acquired, either directly or through joint
ventures, eleven apartment complexes, four shopping centers, one medical
office complex and two office buildings. Seventeen properties have been
sold or disposed of by the Partnership. The remaining property owned as of
December 31, 1996 was operating. The cost of the investment properties
represents the total cost to the Partnership and its ventures plus
miscellaneous acquisition costs.

Depreciation on the properties has been provided over the estimated
useful lives of the various components as follows:

Buildings and improvements (new)--
200% or 150% declining-balance or
straight-line . . . . . . . . . . . . . . . 5-40 years

Buildings and improvements (used)--
125% declining-balance or
straight-line . . . . . . . . . . . . . . . 5-50 years
==========

The investment property is pledged as security for the debt, for which
there is no recourse to the Partnership.

Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.

The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy is to consider a property to be held for sale or
disposition when the Partnership has committed to a plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term. In accordance with SFAS 121, any properties
identified as "held for sale or disposition" are no longer depreciated.
Adjustments for impairment loss for such properties (subsequent to the date
of adoption of SFAS 121) are made in each period as necessary to report
these properties at the lower of carrying value or fair value less costs to
sell. The adoption of SFAS 121 did not have any effect on the
Partnership's liquidity.

INVESTMENT PROPERTY

WRIGHT-CARLYLE

The Partnership at December 31, 1996 is a party to one operating joint
venture agreement. Pursuant to such agreement, the Partnership made an
initial capital contribution of approximately $9,334,000 (before legal and
other acquisition costs). Under certain circumstances, either pursuant to
the venture agreement or due to the Partnership's obligations as a general
partner, the Partnership may be required to make additional cash
contributions to the venture.

The Partnership acquired, through the above venture, a medical office
complex in Los Angeles, California in which it still has an ownership
interest. The venture property was refinanced under a long-term debt
arrangement which was originally scheduled to mature in January 1996. In
January 1996, the venture obtained a short-term extension. The interest
rate of the extended loan was adjusted from 9.11% to 10% per annum and the
monthly payments of approximately $725,000 were based on a 360 month
amortization with the remaining principal balance due at maturity.
Subsequently, the venture reached an agreement to further extend the loan
to September 1997, with monthly payments of interest only of approximately
$725,000 at an interest rate of 10.569% per annum. Under the terms of the
loan extension agreement, the venture is required to submit a list of all
operating and capital expenditures to the Lender for approval. Any
operating expenses, lease commissions, tenant improvements and other
leasing costs on the submitted list will be deemed approved upon the
Lender's receipt of the list. Other capital expenditures over $100,000
require the lender's written approval. Under the loan extension agreement
the venture is also required to remit to the lender any net operating
income (as defined) on a quarterly basis to be applied against the
outstanding principal balance of the loan. As of December 31, 1996, no
such amounts have been remitted to the Lender. Additionally, Wright-
Carlyle and the lender entered into an option agreement providing the
venture the option to purchase the lender's ownership interest in the land
underlying the development subject to certain conditions. The option
agreement expires in October 1997. There can be no assurances that the
venture will exercise such option.

In December 1995, the venture obtained a non-binding letter of intent
to sell the Cedars-Sinai office building to an unaffiliated prospective
buyer. The agreement was subject to certain conditions including the
waiver by the Partnership's unaffiliated venture partner of its right of
first opportunity to acquire the Partnership's interest in the Cedars-Sinai
office building (per the venture agreement). In January, 1996, the
Partnership gave notice to its venture partner of the letter of intent with
the unaffiliated third party. That notice triggered a 30-day election
period whereby the venture partner had the right to exercise or waive its
right of first opportunity. Pursuant to the venture agreement, if the
venture partner elects to exercise its right of first opportunity, the
venture partner would then have 120 days after making such election to
close such sale. The purchase price of the Partnership's interest would be
such as would produce for the Partnership the same consideration as the
sale to the unaffiliated third party. If the venture partner fails to
close such a sale in the 120 days, the right of first opportunity will be
permanently lost. In February, 1996 the venture partner gave notice to the
Partnership by which it purported to exercise its right of first
opportunity subject to certain terms and conditions. The Partnership
believes that the venture partner does not have the right to attach any
conditions to the exercise of such right. The Partnership continues to
engage in dispute with the venture partner regarding this issue and
continues to consider its alternatives, including legal recourse. During
the foregoing dispute, the unaffiliated third party determined that it was
no longer interested in purchasing the property. The Partnership had
therefore expanded the marketing effort to other prospective purchasers.

In November 1996, the joint venture obtained a non-binding letter of
intent to sell the property to a different unaffiliated third party.
Though the Partnership gave notice to its venture partner relative to its
right of first opportunity at that time, the subsequent nature of the
negotiations with the prospective third-party buyer and the ongoing
disputes with the venture partner concerning the mechanics of giving such
notice led the Partnership to determine that it would give a further 30-day
election period to the venture partner. The Partnership delivered such
notice on March 20, 1997, after entering into a binding purchase agreement
(subject only to the venture partner's right of first opportunity) with
such third party. A sale of the property for the proposed terms would
result in a gain for financial reporting and Federal income tax purposes in
1997. However, there can be no assurance that the sale, either with the
third party or with the venture partner pursuant to the right of first
opportunity, will be consummated on the terms of the agreement or on any
other terms.

As the Partnership had committed to a plan to sell the property, the
Property was classified as held for sale or disposition as of January 1,
1996, and therefore, was not subject to continued depreciation. The
results of operations of the property included in the accompanying
consolidated financial statements was income of $445,776, $6,799 and
$137,731 for the years ended December 31, 1996, 1995 and 1994,
respectively.

The Partnership has a cumulative preferred interest of $675,000 per
annum in net cash receipts from the property. After the Partnership
receives its preferential return, the venture partner is entitled to a non-
cumulative return of $675,000 per annum; additional net cash receipts are
generally shared in a ratio relating to the various ownership interests of
50% to the Partnership and 50% to its venture partner. The Partnership
also has a preferred position (related to the Partnership's cash investment
in the venture) with respect to distribution of sale and refinancing
proceeds from the venture. The Partnership did not receive its preferred
return in 1996. As a result, such deficiencies will increase prior years'
cumulative preferred return to $4,050,000 at December 31, 1996 and become
an addition to the Partnership's preferred position in relation to the
distribution of sale and refinancing proceeds by the venture as discussed
above.

In general, operating profits and losses are allocated based on the
partners respective ownership percentages. However, if there are net cash
receipts, losses are shared in the same ratio as net cash receipts.

Physical management of the property is performed by an affiliate of
the venture partner. Compensation to the manager is calculated as a
percentage of certain receipts.

There are certain risks associated with the Partnership's investment
made through a joint venture including the possibility that the
Partnership's venture partner in the investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
venture partner may have economic or business interests or goals that are
inconsistent with those of the Partnership.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1996 and
1995:
1996 1995
----------- -----------
9.11% first mortgage note; secured
by the Cedars-Sinai medical office
complex in Los Angeles, California;
payable in monthly installments of
principal and interest of $698,793
until January 14, 1996 when the
remaining balance of approximately
$82,599,000 was payable; extended to
September 30, 1996 payable in monthly
installments of principal and
interest (10% per annum) of
$724,865 when remaining balance
of approximately $82,298,000 was
payable; extended to September 30,
1997 payable in monthly installments
of interest only (10.569% per annum) of
$724,865 when remaining balance of
approximately $82,298,000 is due $82,298,021 82,670,202
----------- ----------
Total debt. . . . . . . . 82,298,021 82,670,202
Less current portion of
long-term debt. . . . . 82,298,021 82,670,202
----------- ----------
Total long-term debt. . $ -- --
=========== ==========

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 96% to the Limited
Partners and 4% to the General Partners. Profits from the sale or other
dispositions of investment properties are allocated to the General Partners
to the greater of 1% of such profits or any cash distributions of the
proceeds of any such sale or refinancing (as described below). Losses from
the sale or refinancing of investment properties are to be allocated 1% to
the General Partners. The remaining sale or refinancing profits and losses
are allocated to the Limited Partners.

The Partnership Agreement provides generally that notwithstanding any
allocation contained in the Agreement, if at any time profits are realized
by the Partnership, any current or anticipated event that would cause the
deficit balance in absolute amount in the Capital Account of the General
Partners to be greater than their share of the Partnership's indebtedness
(as defined) after such event, then the allocation of Profits to the
General Partners shall be increased to the extent necessary to cause the
deficit balance in the Capital Account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event. In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.

The General Partners are not required to make any capital
contributions except under certain limited circumstances upon termination
of the Partnership. Distributions of "net cash receipts" of the
Partnership are allocated 92% to the Limited Partners and 8% to the General
Partners (of which 4.167% constitutes a management fee to the Corporate
General Partner for services in managing the Partnership).

The Partnership Agreement provides that the General Partners shall
receive, as a distribution from the sale of a real property by the
Partnership, 3% of the selling price, and that the remaining proceeds (net
after expenses and retained working capital) be distributed 85% to the
Limited Partners and 15% to the General Partners. However, the Limited
Partners shall receive 100% of such net sale proceeds until the Limited
Partners (i) have received cash distributions of sale or refinancing
proceeds in an amount equal to the Limited Partners' aggregate initial
capital investment in the Partnership and (ii) have received cumulative
cash distributions from the Partnership's operations which, when combined
with sale or refinancing proceeds previously distributed, equal a 6% annual
return on the Limited Partners' average capital investment for each year
(their initial capital investment as reduced by sale or refinancing
proceeds previously distributed) commencing with the third calendar quarter
of 1980. With the distribution of sale proceeds made in February 1994, the
Limited Partners have received their aggregate initial capital investment
in its entirety and have also received cumulative cash distributions equal
to a 6% return on their average capital investment. Therefore, on February
28, 1994, the General Partners received their deferred disposition fees
aggregating $2,314,071 and are entitled to receive the above noted 3% of
the selling price plus 15% of any remaining sale or refinancing proceeds;
the Limited Partners shall receive 85% of any such remaining sale or
refinancing proceeds.

Allocations among the Partners in the accompanying GAAP basis
financial statements have been made in accordance with the provisions of
the Partnership Agreement. The allocation percentages may differ from year
to year based on future events. Differences may therefore result between
allocations among the Partners on the GAAP basis and the tax basis. Such
differences would have no effect on total assets, total Partners' capital
or net earnings (loss).

LEASES - AS PROPERTY LESSOR

At December 31, 1996, the Partnership's and its consolidated venture's
principal asset is the Cedars-Sinai Medical Office Complex. The
Partnership has determined that all leases relating to this property are
properly classified as operating leases; therefore, rental income is
reported when earned and the cost of the property, excluding cost of land,
is depreciated over its estimated useful life. Leases range in original
terms from one to twenty-five years and provide for fixed minimum rent and
partial reimbursement of operating costs.

Approximate minimum lease payments including amounts representing
executory costs (e.g., taxes, maintenance, insurance), and any related
profit in excess of specific reimbursements, to be received in the future
under the currently held operating leases at the Cedars-Sinai Medical
Office Complex, are as follows:

1997 . . . . . . . . . . . . . . . $10,957,000
1998 . . . . . . . . . . . . . . . 9,031,000
1999 . . . . . . . . . . . . . . . 5,610,000
2000 . . . . . . . . . . . . . . . 2,541,000
2001 . . . . . . . . . . . . . . . 1,711,000
Thereafter . . . . . . . . . . . . 1,748,000
-----------
Total . . . . . . . . . . . . . $31,598,000
===========

LEASES - AS PROPERTY LESSEE

The following lease agreement has been determined to be an operating
lease.

The Wright-Carlyle Venture owns a net leasehold interest which expires
December 19, 2038 in the land underlying the Los Angeles, California
medical office complex, subject to a 15-year extension. Such land is owned
by the first mortgage lender. The lease provides for annual base rent of
$414,375 plus a participation based on the annual cash flow of the
property. Participation rent for 1996, 1995 and 1994 aggregated $978,000,
$880,742 and $669,749, respectively.

In 1996, the lease was amended. Effective October 1, 1996, the
amendment provides for base rent payable in monthly installments of $34,531
through September 30, 1997, a one-time payment of $932,344 on October 1,
1997 and commencing on November 1, 1997 for the remainder of the term,
monthly installments of $103,594.

Additionally, the venture and the lender entered into an option
agreement providing the venture the option to purchase the lender's
ownership interest in the land subject to certain conditions. The option
agreement expires in October 1997. However, there can be no assurances
that the venture will exercise such option.

Future minimum rental commitments under the remaining lease is as
follows:

1997 . . . . . . . . . . . . . . . $ 1,450,311
1998 . . . . . . . . . . . . . . . 1,243,125
1999 . . . . . . . . . . . . . . . 1,243,125
2000 . . . . . . . . . . . . . . . 1,243,125
2001 . . . . . . . . . . . . . . . 1,243,125
Thereafter . . . . . . . . . . . . 45,995,625
-----------
Total. . . . . . . . . . . . . . $52,418,436
===========

TRANSACTIONS WITH AFFILIATES

The Partnership reimbursed the General Partners and their affiliates
for $7,565 of out-of-pocket expenses in 1994. There were no fees,
commissions or other expenses required to be paid by the Partnership to the
General Partners and their affiliates as of December 31, 1996 and for the
years ended December 31, 1996 and 1995. On February 28, 1994, the
Partnership paid previously deferred disposition fees aggregating
$2,314,071 to the General Partners.

<TABLE>

SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1996

<CAPTION>
COSTS
CAPITALIZED GROSS AMOUNT AT WHICH CARRIED
INITIAL COST TO SUBSEQUENT AT CLOSE OF PERIOD (B)
PARTNERSHIP (A) TO ACQUISITION --------------------------------------
------------------------- --------------
LAND AND BUILDINGS LAND LAND AND BUILDINGS
LEASEHOLD AND BUILDINGS AND LEASEHOLD AND
ENCUMBRANCE INTERESTS IMPROVEMENTS IMPROVEMENTS INTERESTS IMPROVEMENTS TOTAL (D)
----------- ----------- --------------------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>

MEDICAL OFFICE
COMPLEX:
Los Angeles,
California . $82,298,021 -- 30,237,391 4,322,503 -- 34,559,894 34,559,894
----------- --------- ---------- --------- ------- ---------- ----------

Total. . $82,298,021 -- 30,237,391 4,322,503 -- 34,559,894 34,559,894
=========== ========= ========== ========= ======= ========== ==========

</TABLE>

<TABLE>

SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(E) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
MEDICAL OFFICE
COMPLEX:
Los Angeles,
California . . . . . . . . . . . . $16,730,468 1979/1980 12/27/79 5-50 years 544,948
----------- -------
Total . . . . . . . . . . . . . $16,730,468 544,948
=========== =======

<FN>

Notes:
(A) The cost to the Partnership represents the original purchase price of the property, including amounts
incurred subsequent to the acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1996 for Federal income tax purposes is
approximately $35,044,000.
(C) Property operates under ground lease.
(D) Reconciliation of real estate carrying costs:

</TABLE>

<TABLE>

SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . $ 34,595,424 34,561,700 32,863,869
Additions during period. . . . . . . . . . 408,160 887,597 2,009,308
Reductions during period . . . . . . . . . (443,690) (853,873) (311,477)
------------ ------------ ------------
Balance at end of period . . . . . . . . . $ 34,559,894 34,595,424 34,561,700
============ ============ ============

(E) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . $ 17,174,158 16,651,251 15,866,920
Provision for current period . . . . . . . -- 1,376,780 1,095,808
Reductions during period . . . . . . . . . (443,690) (853,873) (311,477)
------------ ------------ ------------

Balance at end of period . . . . . . . . . $ 16,730,468 17,174,158 16,651,251
============ ============ ============

</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no changes of or disagreements with accountants during
fiscal years 1996 and 1995.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors and members of their families and affiliates. JMB
has responsibility for all aspects of the Partnership's operations, subject
to the requirement that sales of real property must be approved by the
Associate General Partner of the Partnership, ABPP Associates, L.P. ABPP
Associates, L.P., an Illinois limited partnership with JMB as its sole
general partner, shall be directed by a majority in interest of its limited
partners (who are generally officers, directors and affiliates of JMB or
its affiliates) as to whether to provide its approval of any sale of real
property (or any interest therein) of the Partnership. The Partnership is
subject to certain conflicts of interest arising out of its relationships
with the General Partners and their affiliates as well as the fact that the
General Partners and their affiliates are engaged in a range of real estate
activities. Certain services have been and may in the future be provided
to the Partnership or its investment properties by affiliates of the
General Partners, including property management services and insurance
brokerage services. In general, such services are to be provided on terms
no less favorable to the Partnership than could be obtained from
independent third parties and are otherwise subject to conditions and
restrictions contained in the Partnership Agreement. The Partnership
Agreement permits the General Partners and their affiliates to provide
services to, and otherwise deal and do business with, persons who may be
engaged in transactions with the Partnership, and permits the Partnership
to borrow from, purchase goods and services from, and otherwise to do
business with, persons doing business with the General Partners or their
affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties. Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.

The names, positions held and length of service therein of each
director, and the executive and certain other officers of the Corporate
General Partner are as follows:

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 7, 1997. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 7,
1997. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-XI
("Carlyle-XI"), Carlyle Real Estate Limited Partnership-XII
("Carlyle-XII"), Carlyle Real Estate Limited Partnership-XIII
("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV
("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"),
Carlyle Real Estate Limited Partnership-XVI ("Carlyle-XVI"), Carlyle Real
Estate Limited Partnership-XVII ("Carlyle-XVII), JMB Mortgage Partners,
Ltd.-III ("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV
("Mortgage Partners-IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus")
and Carlyle Income Plus, Ltd.-II ("Carlyle Income Plus-II") and the
managing general partner of JMB Income Properties, Ltd.-IV ("JMB
Income-IV"), JMB Income Properties, Ltd.-V ("JMB Income-V"), JMB Income
Properties, Ltd.-VI ("JMB Income-VI"), JMB Income Properties, Ltd.-VII
("JMB Income-VII"), JMB Income Properties, Ltd.-X ("JMB Income-X"), JMB
Income Properties, Ltd.-XI ("JMB Income-XI"), JMB Income Properties,
Ltd.-XII ("JMB Income-XII") and JMB Income Properties, Ltd.-XIII ("JMB
Income-XIII"). JMB is also the sole general partner of most of the
foregoing Partnerships. Most of the foregoing directors and officers are
also officers and/or directors of various affiliated companies of JMB
including Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")), Arvida/JMB Managers-II, Inc. (the general
partner of Arvida/JMB Partners, L.P.-II ("Arvida-II")) and Income Growth
Managers, Inc. (the corporate general partner of IDS/JMB Balanced Income
Growth, Ltd. ("IDS/BIG")). Most of such directors and officers are also
partners of certain partnerships which are associate general partners in
the following real estate limited partnerships: Carlyle-VII, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB Income-XI, JMB
Income-XII, JMB Income-XIII, Mortgage Partners-III, Mortgage Partners-IV,
Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.

The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:

Judd D. Malkin (age 59) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Malkin has been associated with JMB since
October 1969. Mr. Malkin is a director of Urban Shopping Centers, Inc.
("USC, Inc."), an affiliate of JMB that is a real estate investment trust
in the business of owning, managing and developing shopping centers. He is
a Certified Public Accountant.

Neil G. Bluhm (age 59) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Bluhm has been associated with JMB since
August 1970. Mr. Bluhm is a director of USC, Inc. He is a member of the
Bar of the State of Illinois and a Certified Public Accountant.

Burton E. Glazov (age 58) has been associated with JMB since June 1971
and served as an Executive Vice President of JMB until December 1990. He
is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

Stuart C. Nathan (age 55) has been associated with JMB since July
1972. Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December 1972.

John G. Schreiber (age 50) has been associated with JMB since December
1970 and served as an Executive Vice President of JMB until December 1990.
Mr. Schreiber is President of Schreiber Investments, Inc., a company which
is engaged in the real estate investing business. He is also a senior
advisor and partner of Blackstone Real Estate Partners, an affiliate of the
Blackstone Group, L.P. Since 1994, Mr. Schreiber has also served as a
Trustee of Amli Residential Property Trust, a publicly-traded real estate
investment trust that invests in multi-family properties. Mr. Schreiber is
also a director of USC, Inc., as well as a director for a number of
investment companies advised or managed by T. Rowe Price Associates and its
affiliates. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

H. Rigel Barber (age 47) has been associated with JMB since March
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

Glenn E. Emig (age 49) has been associated with JMB since December,
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

Gary Nickele (age 44) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

Gailen J. Hull (age 48) has been associated with JMB since March 1982.

He holds a Masters degree in Business Administration from Northern Illinois
University and is a Certified Public Accountant.

Howard Kogen (age 61) has been associated with JMB since March 1973.
He is a Certified Public Accountant.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners of the Partnership are entitled to receive a share of cash
distributions, when and as cash distributions are made to the Limited
Partners, and a share of profits or losses. Reference is also made to the
Notes for a description of such transactions, distributions and
allocations. In 1996, 1995 and 1994, the General Partners received
distributions of $0, $0 and $32,260, respectively. No management fees were
earned by the Corporate General Partner in 1996, 1995 or 1994.

As of December 31, 1996, the Corporate General Partner has earned and
received disposition fees of $2,314,071 in connection with the sales of
investment properties. The Partnership Agreement provides that the payment
to such an affiliate of any commission on any sale of real property by the
Partnership shall be deferred if and to the extent that the Limited
Partners have not yet received cash distributions of sale or refinancing
proceeds in an amount equal to their aggregate initial capital investment
in the Partnership and have not received cumulative cash distributions from
the Partnership's operations which, when combined with sale or refinancing
proceeds previously distributed, equal a 6% annual return on the Limited
Partners' average capital investment for each year (their capital
investment as reduced by sale or refinancing proceeds previously
distributed) commencing with the third calendar quarter of 1980. Effective
with the February 1994 sale distribution, the Limited Partners received
such cumulative cash distributions which entitles the General Partners to
participate in the distributions of sale or refinancing proceeds.
Additionally, the disposition fees mentioned above were paid to the General
Partners in February 1994. Reference is made to the Notes.

JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner of the Partnership, is entitled to receive insurance brokerage
commissions in connection with providing insurance coverage for certain of
the real property investments of the Partnership. Such commissions are at
rates set by insurance companies for the classes of coverage involved. No
such fees were received by the Corporate General Partner in 1996.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1996, the
Corporate General Partner of the Partnership was not due any reimbursement
for such out-of-pocket expenses.

The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership.
The relationship of the Corporate General Partner (and its directors and
officers) to its affiliates is set forth above in Item 10.

<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The following group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests Liquidity Fund Investment 4,225.75 Interests 7.68%
Corporation indirectly (as invest-
1900 Powell Street, ment manager or, through
Suite 730, affiliated entities, general
Emeryville, California partner of 12 separate
94608 investment funds)
</TABLE>
<TABLE>
<CAPTION>
(b) The Corporate General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 75 Interests directly Less than 1%
Limited Partnership
Interests Corporate General 75 Interests directly Less than 1%
Partner, its officers
and directors and
the Associate General
Partner as a group
<FN>
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.

(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) Financial Statements. (See Index to Financial Statements
filed with this annual report).

(2) Exhibits.

3-A. The Prospectus of the Partnership dated August 17,
1979, as supplemented on October 17, 1979, December 10, 1979 December 28,
1979, January 28, 1980 and February 27, 1980, filed with the Commission
pursuant to Rules 424(b), is incorporated herein by reference. Certain
pages of the Prospectus are hereby incorporated herein by reference to
Exhibit 3-A of the Partnership's Report on Form 10-K (File No. 0-9484) for
December 31, 1992 dated March 19, 1993.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, incorporated by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-63958) dated August 17, 1979.

3-C. Acknowledgement of rights and duties of the
General Partners of the Partnership between ABPP Associates, L.P. (a
Successor Associated General Partner of the Partnership) and JMB Realty
Corporation as of December 31, 1995 is hereby incorporated by reference to
the Partnership's Report on Form 10-Q/A (File No. 0-9484) dated November
25, 1996.

4-A. Modification documents relating to the long-term
mortgage note secured by the Cedars-Sinai Medical Office Complex located in
Los Angeles, California are incorporated by reference to the Partnership's
Report on Form 8-K (File No. 0-9484) dated January 15, 1991.

4-B. Extension agreement relating to the long-term
mortgage note secured by the Cedars-Sinai Medical Office Complex located in
Los Angeles, California is hereby incorporated by reference to the
Partnership's Report on Form 10-K (File No. 0-9484) dated March 25, 1996.

4-C. Documents relating to the extension of the long-
term mortgage note secured by the Cedars-Sinai
Medical Office Complex located in Los Angeles, California are filed
herewith.

10. Acquisition documents relating to the purchase by
the Partnership of an interest in Cedars-Sinai Medical Office Complex
located in Los Angeles, California are incorporated herein by reference to

the Partnership's Registration Statement on Post-
Effective Amendment No. 2 to the Partnership's
Prospectus on Form S-11 (File No. 2-63958) dated August 17, 1979.

10-A. Third Amendment to the ground lease between
Prudential Insurance Company of America and Wright-Carlyle Partners is
filed herewith.

10-B. Option Agreement between Prudential Insurance
Company of America and Wright-Carlyle Partners is filed herewith.

21. List of Subsidiaries.

24. Powers of Attorney.

27. Financial Data Schedule

(b) No reports on Form 8-K were required to be filed during the last
quarter of the period covered by this annual report.

No annual report for the fiscal year 1996 or proxy material has been sent
to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX

By: JMB Realty Corporation
Corporate General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 21, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: JMB Realty Corporation
Corporate General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 21, 1997

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 21, 1997

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 21, 1997

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 21, 1997

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 21, 1997

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 21, 1997

STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 21, 1997

*By: GAILEN J. HULL, Pursuant to Power of Attorney

GAILEN J. HULL
By: Gailen J. Hull,
Attorney-in-Fact
Date: March 21, 1997

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----

3-A. Certain Pages of the Prospectus
of the Partnership dated August 17,
1979, as supplemented October 17,
1979, December 10, 1979, December 28,
1979, January 28, 1980 and
February 27, 1980 Yes

3-B. Amended and Restated Agreement of
Limited Partnership Yes

3-C. Acknowledgement of the rights
and duties of the General Partners Yes

4-A. Modification documents related
to the Cedars-Sinai Medical
Office Complex Yes

4-B. Extension agreement related
to the Cedars-Sinai Medical
Office Complex Yes

4-C. Extension agreement related to
the Cedars-Sinai Medical
Office Complex No

10. Acquisition documents related
to the Cedars-Sinai Medical
Office Complex Yes

10-A. Third lease amendment between
Prudential Insurance Company
of America and Wright-Carlyle
Partners No

10-B. Option agreement between
Prudential Insurance Company
of America and Wright-Carlyle
Partners No

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 4-C
- ------------

PLEDGE AND SECURITY AGREEMENT
-----------------------------

THIS PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") is made
as of October 1, 1996, by and between WRIGHT-CARLYLE PARTNERS, a California
general partnership ("PLEDGOR"), and THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("LENDER").

RECITALS

A. Pledgor owns certain real property located in the City of
Los Angeles, California, which real property is encumbered by a deed of
trust that secures, among other things, the repayment of the loan (the
"LOAN") evidenced by that certain Note Secured by Deed of Trust, dated as
of January 15, 1991, by Pledgor, as maker, in favor of Lender, as holder
(as amended from time to time, the "NOTE").

B. Concurrently herewith, Lender is agreeing to certain
modifications to the Loan pursuant to that certain Second Amendment to Loan
Documents and Second Amendment to Deed of Trust, dated as of even date
herewith, between Pledgor and Lender (collectively, the "LOAN MODIFICATION
DOCUMENTS"). As a condition to agreeing to the Loan Modification
Documents, Lender is requiring, among other things, that Pledgor execute
that certain Lock Box Disbursement Agreement, dated as of even date
herewith by and between Pledgor and Lender (the "LOCK BOX AGREEMENT"),
pursuant to which certain sums of Pledgor are to be deposited into the
Collateral Accounts (as defined below) from time to time.

C. Under the terms of the Lock Box Agreement, Pledgor is
required to grant Lender a security interest in the Collateral Accounts and
the funds contained in each such account as security for the payment and
performance of the obligations of Pledgor under the Loan.

NOW, THEREFORE, with reference to the foregoing Recitals (which
are incorporated herein by this reference) and for valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:

AGREEMENT

SECTION 1

DEFINITIONS

1.01 CERTAIN DEFINITIONS. As used in this Agreement, the
following terms shall have the following meanings, unless the context
otherwise requires:

"COLLATERAL ACCOUNTS" shall mean, collectively, the Petty Cash
Account and the Project Account.

"OBLIGATIONS" shall mean those certain obligations and
indebtedness described in SECTION 2.03 hereof.

"PLEDGED COLLATERAL" shall have the meaning given to it in
SECTION 2.02 hereof.

"PETTY CASH ACCOUNT" shall mean deposit account no. 4807013115
in the name of Pledgor at Wells Fargo Bank, N.A. and any replacements
thereof.

"PROJECT ACCOUNT" shall mean, collectively, reserve balance
account no. 6803083 and regular checking account no. 6103626 in the name of
Pledgor at U.S. Trust Company of California, N.A., and any replacements
thereof.

1.02 OTHER DEFINITIONS. Capitalized terms in this Agreement
which are not defined herein shall have the meaning assigned to such terms
in the Lock Box Agreement.

SECTION 2

TERMS

2.01 GRANT OF SECURITY INTEREST. Pledgor hereby pledges,
assigns, grants and transfers to Lender a security interest pursuant to the
California Uniform Commercial Code in the Pledged Collateral to secure the
payment and the performance by Pledgor of the Obligations.

2.02 DESCRIPTION OF COLLATERAL. The collateral that is the
subject of the security interest granted herein is (collectively, the
"PLEDGED COLLATERAL"): (a) the Collateral Accounts and all proceeds
therein; (b) all interest, dividends, income and other payments or
distributions in connection with the Collateral Accounts; (c) all
instruments, notes, certificates, contracts, contract rights, coupons and
general intangibles representing or evidencing the Collateral Accounts; and
(d) all substitutions for and proceeds of the Collateral Accounts.

2.03 INDEBTEDNESS. This Agreement secures the following
(collectively, the "OBLIGATIONS"): (a) payment and performance of all of
Pledgor's obligations under the Loan Documents (as defined in the Loan
Modification Documents); (b) any successor instrument representing all or
any part of the indebtedness of Pledgor pursuant to the Note; (c) all
further advances and credit that may be made by Lender to Pledgor pursuant
to the Loan Documents, including, but not limited to, all advances and
expenditures made by Lender for the protection, preservation, or defense of
the Pledged Collateral; (d) all liabilities of any kind, whether primary,
secondary, direct or contingent, that are now due or that may hereafter
become due from Pledgor to Lender under this Agreement; and (e) performance
by Pledgor of the obligations set forth in this Agreement.

2.04 ADVANCES. Any advances or expenditures made by Lender
under this Agreement shall be secured by the Pledged Collateral, and shall
become immediately due and payable by Pledgor to Lender with interest
thereon at fourteen percent (14%) per annum, from the date of demand until
paid.

2.05 PERFECTION OF SECURITY INTEREST. To perfect the security
interest granted herein, Pledgor shall:

(a) Immediately deliver to the possession of Lender all
notes, contracts, coupons, certificates, instruments or other property, if
any, evidencing the Pledged Collateral now owned or hereafter acquired by
Pledgor, and where appropriate, properly endorsed in blank for the benefit
of Lender;

(b) Execute and file one or more financing statements
as may be requested by Lender; and

(c) Execute and deliver such other and further
documents or take such other and further actions, and provide such
information as may be reasonably requested by Lender to perfect or continue
the perfection of the security interest granted pursuant to this Agreement.

SECTION 3

REPRESENTATIONS AND WARRANTIES

Pledgor represents and warrants to Lender that:

3.01 REPRESENTATIONS AND WARRANTIES IN LOAN MODIFICATION
DOCUMENTS. The representations and warranties contained in the Loan
Modification Documents and the Lock Box Agreement are incorporated by
reference herein as if restated in their entirety.

3.02 TITLE; NO LIENS. Pledgor has good title to the Pledged
Collateral, except to the extent that the Pledged Collateral includes
security deposits of tenants under leases currently affecting the Project,
and has not created any lien against or other security interest in the
Pledged Collateral, nor have any other liens or security interests attached
against the Pledged Collateral, except pursuant to this Agreement.

3.03 ENFORCEABLE. The security interest granted as to the
Pledged Collateral is and shall continue to be genuine, enforceable in
accordance with its terms, free from default and free from defense (except
to the extent defenses arise from actions of Lender) and conditions
precedent.

3.04 NO CONFLICT. The Pledged Collateral is duly and validly
pledged to Lender and the pledging thereof does not contravene or
constitute a default under any provision of applicable law or regulation or
any judgment, order, decree, agreement or instrument binding on Pledgor or
result in the creation of any lien upon any of the property or assets of
Pledgor other than the security interest granted pursuant to this
Agreement.

3.05 ORGANIZATION. Pledgor is a duly organized and validly
existing California general partnership.

3.06 DUE AUTHORIZATION. The execution, delivery and
performance by Pledgor of this Agreement are within Pledgor's power, have
been duly authorized by all necessary action and will not contravene, or
constitute a default under any provision of applicable law or regulation or
of any judgment, order, decree, agreement or instrument binding on Pledgor.

3.07 ENFORCEABLE. This Agreement constitutes a legal, valid
and binding obligation of Pledgor that is enforceable in accordance with
its terms.

3.08 APPROVALS. No approval, consent or authorization of or
filing or registration with any governmental authority or body is necessary
for the execution, delivery or performance by Pledgor of this Agreement or
for the performance by Pledgor of any of the terms or conditions hereof,
except for such approvals, consents or authorizations (copies of which have
been delivered to Lender) as have been obtained and are in full force and
effect. Execution and delivery of this Agreement shall be sufficient to
create a valid, first priority lien against the Pledged Collateral.

These representations and warranties shall be deemed to be
repeated at each time the composition of the Pledged Collateral shall
change.

SECTION 4

PLEDGOR'S COVENANTS

4.01 PLEDGOR'S AFFIRMATIVE COVENANTS. Pledgor covenants and
agrees to:

(a) Pay promptly upon demand by Lender, as part of the
Obligations secured hereby, all amounts expended or advanced by Lender,
including reasonable attorneys' fees and other professional fees, with
interest thereon at the rate provided in SECTION 2.04 above, for the
purpose of realizing on the Pledged Collateral after or by reason of
default by Pledgor, as more particularly described below;

(b) Provide Lender, promptly upon the occurrence of
same, written notice of any change in Pledgor's principal place of
business;

(c) Defend the Pledged Collateral against all claims of
third parties asserted against or in connection with the Pledged Collateral
or any part thereof, including any liens, encumbrances, charges, security
interests or other claims that may be asserted against or attach to the
Pledged Collateral;

(d) Advise Lender in writing of each and every material
change in Pledgor's financial or business situation that impairs,
contributes to the impairment of, or may in the future impair or contribute
to the impairment of Pledgor's ability to timely meet Pledgor's obligations
under this Agreement, the agreements referenced in the Recitals above, or
other loan documents or any other agreement with Lender, immediately upon
the occurrence of each such material change;

(e) Deposit, or cause the deposit into the Project
Account all cash interest, dividends, distributions, rollover proceeds and
any other payments received in connection with the Pledged Collateral (but
excluding any interest earned on the Petty Cash Account); and

(f) Notify Lender of any attachment or other legal
process levied against any of the Pledged Collateral and any information
received by Pledgor relative to the Pledged Collateral that may in any way
affect the value of the Pledged Collateral or the rights and remedies of
Lender with respect thereto.

4.02 PLEDGOR'S NEGATIVE COVENANTS. Pledgor covenants and
agrees not to grant any security or other interest in any of the Collateral
Accounts to any party.

SECTION 5

POWER OF ATTORNEY

5.01 GRANT OF POWER-OF-ATTORNEY. Pledgor hereby irrevocably
appoints Lender with full power of substitution as its attorney-in-fact for
the purpose of carrying out the provisions of this Agreement and, while an
Event of Default is continuing, taking any action and executing any
instrument that Lender may deem necessary or advisable to accomplish the
purposes hereof. Without limiting the generality of the foregoing, subject
to the Lock Box Agreement, while an Event of Default is continuing, Lender
shall have the right and power to receive, endorse and collect all checks
and other orders for the payment of money made payable to Pledgor
representing any interest or dividends or other distribution payable in
respect of the Pledged Collateral or any part thereof and to give full
discharge for the same and to execute endorsements, assignments or other
instruments of conveyance or transfer with respect to any or all of the
Pledged Collateral. The powers of attorney granted pursuant hereto and all
authority hereby conferred are granted and conferred solely to protect
Lender's interests in the Pledged Collateral and shall not impose any duty
upon the attorney-in-fact to exercise such powers. Such powers of attorney
are coupled with an interest, which shall be irrevocable prior to the
payment in full of the Obligations and shall not be terminated prior
thereto or affected by any act of Pledgor or by operation of law,
including, but not limited to, the dissolution or termination of Pledgor,
or the occurrence of any other event, and if Pledgor or any other person or
entity should be dissolved or terminated or any other event should occur
before the payment in full of the Obligations, such attorney-in-fact shall
nevertheless be fully authorized to act under such powers of attorney as if
such dissolution, termination or other event had not occurred and
regardless of notice thereof.

SECTION 6

CERTAIN RIGHTS WITH RESPECT TO
THE PLEDGED COLLATERAL

In addition to any other rights provided hereunder, or under
any other agreement between Pledgor and Lender with respect to this subject
matter, the parties shall have the following additional rights set forth in
this Section with respect to the Pledged Collateral:

6.01 LENDER'S RIGHTS. Any dividends, distributions and
interest on the Pledged Collateral shall be deemed Pledged Collateral.
Lender shall have no duty with respect to the Pledged Collateral, except as
set forth in the Lock Box Agreement. Pledgor releases Lender from any
claims or causes of action at any time arising out of or with respect to
the Pledged Collateral or in connection with any actions taken or omitted
to be taken by Lender with respect thereto and Pledgor hereby agrees to
hold Lender harmless from any and all such claims and causes of action,
except to the extent such claim or cause of action arises from Lender's
gross negligence or wilful misconduct or breach of the Lock Box Agreement.

6.02 PLEDGOR'S RELINQUISHMENT OF RIGHT TO WITHDRAW. Pledgor
expressly acknowledges and agrees that it has no right to withdraw funds
from the Collateral Accounts, except as provided in the Lock Box Agreement,
and that all withdrawals or other disbursements from the Collateral
Accounts shall be made in strict accordance with the terms of the Lock Box
Agreement.

SECTION 7

DEFAULT

7.01 EVENTS OF DEFAULT. Only the occurrence of the following
shall constitute a default under this Agreement:

(a) If an "Event of Default" occurs under any of the
Loan Documents (as defined therein); or

(b) If Pledgor fails to perform or observe any covenant
or agreement contained herein and such default continues for a period of
three (3) business days after written notice thereof, except as provided in
subsection (f) below; or

(d) In the event Lender shall cease to have a first
priority security interest in the Pledged Collateral; or

(e) If Pledgor takes any action or permits any action
to be taken that may materially and irreparably impair the value of the
Pledged Collateral or the security interest created hereby; or

(f) If Pledgor fails to deposit into the Project
Account any sums required to be deposited in the Project Account by Pledgor
pursuant to the Lock Box Agreement, within one (1) business day after the
time at which Pledgor is required to deposit such sums pursuant to the Lock
Box Agreement.

7.02 LENDER'S RIGHTS UPON DEFAULT.

(a) During the continuation of any default, Lender
shall be entitled, without notice, to cease to authorize disbursements from
the Project Account for so long as the default continues, notwithstanding
any obligations of Lender to the contrary set forth in this Agreement or
any other Loan Document;

(b) In addition, during the continuation of any default
hereunder, Lender shall have all of the rights and remedies of a secured
party under the California Uniform Commercial Code or under any other
applicable law or in equity, all of which rights and remedies shall, to the
full extent permitted by law, be cumulative; provided, however, that Lender
shall not sell, take control of, or transfer the Pledged Collateral or
apply the Pledged Collateral to the Obligations unless Lender has first
delivered to Pledgor written notice of Pledgor's default hereunder, and
such default continues five (5) business days after Lender's delivery of
such notice. Without limiting the generality of the foregoing, if Lender
has delivered to Pledgor written notice of Pledgor's default hereunder and
Lender's intention to take one or more of the actions enumerated below, and
such default continues five (5) business days after Lender's delivery of
such notice, Lender shall be entitled to:

(i) to conduct a private or public sale of the
Pledged Collateral; Pledgor acknowledges and agrees that in view of the
nature of the Collateral Accounts as Pledged Collateral, no "commercially
reasonable sale" shall be required, and Lender may strictly foreclose upon
the Collateral Accounts without notice and without affecting any rights of
Lender to a deficiency;

(ii) to take control of any and all proceeds of
the Pledged Collateral;

(iii)transfer or cause to be transferred all or any
of the Pledged Collateral into the name of Lender or a nominee; and

(iv) to receive and apply in payment of the
Obligations any dividends, distributions, or other payment on the Pledged
Collateral that arise on or after the date of this Agreement.

7.03 RESCISSION OF DEFAULT NOTICES. To the extent Lender has
delivered to the Bank any default notices with respect to a default
hereunder, Lender shall withdraw such notice within five (5) business days
after receiving sufficient evidence, as determined by Lender, of Pledgor's
full and complete cure of such default. Notwithstanding the provisions of
this Section 7.03, Lender shall not be required to deliver notice to the
Bank in order to exercise its remedies as set forth in Section 7.02, except
to the extent required by law.

SECTION 8

RELEASE

8.01 RELEASE OF SECURITY INTEREST. Upon the payment and
satisfaction in full of the Obligations secured by this Agreement: (a) the
Pledged Collateral (or so much thereof as remains, if any) shall be
promptly released from the security interest created hereby; (b) Lender
shall promptly execute such reassignments and other documentation as
Pledgor may reasonably request to document such release; and (c) Lender
shall direct Bank to promptly return the Pledged Collateral (or so much
thereof as remains, if any) to the possession of Pledgor.

SECTION 9

MISCELLANEOUS

9.01 WAIVERS.

(a) All waivers of rights, powers and remedies by
Lender must be in writing. No delay, omission or failure by Lender to
exercise any right, power or remedy to which it may be entitled by reason
of any default hereunder shall impair any such right, power or remedy, nor
shall such be construed as a release by Lender of such right, power or
remedy or as a waiver of or acquiescence in any such default, unless such
default shall have been cured in accordance with the terms of this
Agreement. A waiver by Lender of any right, power or remedy in any one
instance shall not constitute a waiver of the same or any other right,
power or remedy in any other instance.

(b) The acceptance by Lender of any sum after any
default hereunder or under any Loan Document shall not constitute a waiver
of the right to require a prompt performance of all of the covenants and
conditions contained in any of the Loan Documents. The acceptance by
Lender of any sum less than the sum then due shall be deemed an acceptance
on account only and shall not constitute a waiver of the obligation of
Pledgor to pay the entire sum then due, and Pledgor's failure to pay said
entire sum due shall be and continue to be a default notwithstanding such
acceptance of such lesser amount on account, and Lender shall be entitled
at all times thereafter to exercise all rights in this instrument conferred
upon it following a default, notwithstanding the acceptance by Lender
thereafter of future sums on account.

9.02 ASSIGNMENT. The obligations created by this Agreement are
for the benefit of Lender and its successors and assigns, and in the event
of any assignment by Lender of any of the Obligations, the rights
hereunder, to the extent applicable to the Obligations so assigned, may be
transferred with the Obligations. The rights of Pledgor hereunder shall
not be assignable in any respect without the prior written consent of
Lender except as specifically authorized or required hereby. Subject to
the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

9.03 NOTICES. All notices, approvals, consents, requests and
demands upon the respective parties hereto shall be in writing and shall be
deemed to have been given or made when made in accordance with the Loan
Documents. Any required notice of sale, disposition or other intended
action by Lender (including, without limitation, any notice by Lender
pursuant to Section 7.02(b), above) served upon Pledgor at least five (5)
business days prior to such action shall constitute commercially reasonable
notice to Pledgor.

9.04 ATTORNEYS' FEES. In the event litigation is commenced to
enforce any of the provisions of this Agreement, to recover damages for
breach of any of the provisions of this Agreement, or to obtain declaratory
relief in connection with any of the provisions of this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys' fees
and costs, whether or not such action proceeds to judgment.

9.05 CUMULATIVE REMEDIES. Lender shall have the right to
enforce one or more remedies hereunder or under applicable law,
successively or concurrently, and any such action shall not stop or prevent
Lender from pursuing any other remedy which it may have hereunder, under
the Loan Documents, under law or in equity.

9.06 SEVERABILITY. Any provision in this Agreement that is
inoperative, unenforceable, or invalid in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such inoperation,
unenforceability, or invalidity without affecting the remaining provisions
hereof or affecting the operation, enforceability, or validity of such
provision in any other jurisdiction.

9.07 CONSTRUCTION. The parties agree that each party and its
counsel have reviewed this Agreement and that any rule of construction to
the effect that ambiguities are to be resolved against the drafting parties
shall not apply in the interpretation of this Agreement.

9.08 SURVIVAL. All agreements, representations and warranties
made in this Agreement shall survive the execution of the Modification
Documents.

9.09 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each such counterpart shall be deemed to be an
original.

9.10 GOVERNING LAW AND JURISDICTION. This Agreement shall be
governed and construed in accordance with and pursuant to the laws of the
State of California with regard to the conflicts of law principles of said
state.

9.11 HEADINGS. Section headings in this Agreement are included
for convenience of reference only and are not part of this Agreement for
any other purposes.

9.12 TIME OF THE ESSENCE. Time is of the essence of this
Agreement, and any delay in the performance of any of the terms, covenants
and conditions hereof shall be deemed a breach of the whole Agreement.

9.13 LENDER NOT A MORTGAGEE-IN-POSSESSION. Pledgor agrees that
Lender is not a mortgagee-in-possession and that this Agreement does not
create any obligation on the part of Lender to manage or operate the
Property nor does this Agreement give Lender any control over the Property.

9.14 PLEDGOR'S LIMITED RECOURSE LIABILITY. Lender agrees and
confirms with Pledgor that the provisions of Paragraph 48 of the Deed of
Trust and that portion of the Note beginning with the third (3rd) full
grammatical paragraph on page 7 of the Note and extending through the first
full grammatical paragraph on page 9 of the Note, remain in full force and
effect and are not modified, amended or altered by reason of this Agreement
and in addition, apply in full to this Agreement as if fully set forth
herein (provided, however, that for purposes of such incorporation, all
references to "Trustor" in paragraph 48 of the Deed of Trust shall refer to
"Pledgor" herein and all references to "Beneficiary" in such paragraph 48
shall refer to "Lender" herein and all references to "this Deed of Trust"
in such paragraph 48 shall refer to "this Agreement" as defined herein).

IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the date first above written.

PLEDGOR: WRIGHT-CARLYLE PARTNERS,
a California general partnership

By: Carlyle Real Estate Limited Partnership-IX,
an Illinois limited partnership
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner

By: ______________________________
Julie A. Strocchia
Vice President

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership,
Its General Partner

By: Wright Runstad & Company,
a Washington corporation,
Its General Partner

By: _________________________
Douglas E. Norberg
President

LENDER: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation

By: ________________________________________
Richard Pulido
Vice President

ACKNOWLEDGEMENT OF SECURITY INTEREST

By signing below, the undersigned acknowledge
notice of Lender's security interest in
the Collateral Accounts:

U.S. TRUST COMPANY OF CALIFORNIA, N.A.,
a national banking association

By: _______________________________
Sandra Leess
Vice President

WELLS FARGO BANK, N.A., a national
banking association

By: _______________________________
Name:
Title:

SECOND AMENDMENT TO
LOAN DOCUMENTS

THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this "AMENDMENT") is made as
of October 1, 1996 (the "EFFECTIVE DATE"), by and between WRIGHT-CARLYLE
PARTNERS, a California general partnership ("BORROWER"), and THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a corporation organized and existing under
the laws of the State of New Jersey ("LENDER").

RECITALS

A. Lender made that certain loan (the "LOAN") to Borrower, evidenced by
that certain Note Secured by Deed of Trust in the original principal amount
of Eighty-Six Million Dollars ($86,000,000) dated January 15, 1991,
executed by Borrower in favor of Lender, as amended by that certain First
Amendment to Loan Documents (the "FIRST AMENDMENT"), dated as of January
24, 1996, by and between Borrower and Lender (as so amended, the "NOTE").
The Note matured on September 30, 1996.

B. The Loan is secured by, among other things, that certain Deed of
Trust, dated January 15, 1991, executed by Borrower, as trustor, for the
benefit of Lender, as beneficiary, encumbering Borrower's leasehold
interest in certain real property (the "LAND") described in Exhibit A
thereto, together with the improvements constructed thereon (the Land and
the improvements are referred to collectively as the "PROJECT"), and
recorded on January 15, 1991, as Document No. 91-63945, in the Official
Records of Los Angeles County, California (the "OFFICIAL RECORDS"), as
amended by that First Amendment to Deed of Trust, dated as of January 24,
1996, and recorded in the Official Records on January 25, 1996, as
Instrument No. 96-146121 (as so amended, the "DEED OF TRUST").
Concurrently herewith, the Deed of Trust is being amended by that certain
Second Amendment to Deed of Trust, dated as of even date herewith, by and
between Lender and Borrower (the "SECOND AMENDMENT TO DEED OF TRUST").

C. The Loan is also secured by, among other things (i) that certain
Assignment of Lessor's Interest in Leases, dated as of January 15, 1991, by
Borrower in favor of Lender, recorded in the Official Records on January
15, 1991, as Instrument No. 91-63946, as amended by the First Amendment (as
so amended, the "ASSIGNMENT OF LEASES"), (ii) that certain Security
Agreement, dated as of January 15, 1991, by and between Borrower and
Lender, as amended by the First Amendment (as so amended, the "SECURITY
AGREEMENT"), (iii) that certain Lock Box Disbursement Agreement, dated as
of even date herewith, by and between Borrower and Lender (the "LOCK BOX
AGREEMENT"), and (iv) that certain Pledge and Security Agreement, dated as
of even date herewith, by and between Borrower and Lender (the "PLEDGE
AGREEMENT"). In addition, in connection with the Loan, Borrower and Lender
entered into that certain Hazardous Substances Remediation and
Indemnification Agreement, dated as of January 15, 1991, as amended by the
First Amendment (as so amended, the "HAZARDOUS SUBSTANCES AGREEMENT"). The
Note, the Deed of Trust, the Assignment of Leases, the Security Agreement,
the Lock Box Agreement, the Pledge Agreement and all other documents (other
than the Hazardous Substances Agreement) that evidence or secure the Loan
are referred to collectively herein as the "LOAN DOCUMENTS").

D. Borrower has requested an extension of the maturity date of the Note.

Lender has agreed to an extension of the maturity date provided certain
terms and conditions are satisfied, including the amendment of certain
terms of the Loan Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1. AMENDMENTS TO NOTE. The Note is amended as follows:

a. The first grammatical paragraph of the Note is
hereby amended and restated as follows:

"For value received, the undersigned, Wright-Carlyle Partners,
a California general partnership (herein called "Maker"), hereby promises
to pay to the order of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation (herein called "Holder"), at the home office of Holder
in Newark, New Jersey or at such other place as may be designated in
writing, the principal sum of Eighty Six Million Dollars ($86,000,000) (the
"Loan") plus interest on the outstanding unpaid balance of the Loan from
the date hereof until January 9, 1996, at the rate of nine and eleven one-
hundredths percent (9.11%) per annum, from January 10, 1996, until
September 30, 1996, at the rate of ten percent (10%) per annum, and from
October 1, 1996 until the Loan is repaid at the rate of ten and five
hundred sixty-nine thousandths percent (10.569%) per annum; the principal
and interest being payable, without grace, as follows:"

b. The second grammatical paragraph of the Note is
amended and restated as follows:

"On February 10, 1991, Maker shall pay Holder the amount of
Five Hundred Fifty-Eight Thousand Eighty-One Dollars and Ten Cents
($558,081.10) in payment of interest on the outstanding principal sum from
the date after the date hereof through February 10, 1991. Beginning on the
tenth (10th) day of March 1991 and continuing on the tenth (10th) day of
each calendar month thereafter until January 10, 1996, Maker shall pay
monthly installments of principal and interest, each installment in the
amount of Six Hundred Ninety-Eight Thousand Seven Hundred Ninety-Three
Dollars and Three Cents ($698,793.03). Beginning on the 10th day of
February, 1996, and on the same day of each month thereafter to and
including September 10, 1996, Maker shall pay monthly installments of
principal and interest, each installment in the amount of Seven Hundred
Twenty-Four Thousand Eight Hundred Sixty-Five Dollars and Forty-Six Cents
($724,865.46). Beginning on the tenth (10th) day of October 1996 and on
the tenth (10th) day of each month thereafter, to and including September
10, 1997, Maker shall pay monthly installments of interest only, each
installment in the amount of Seven Hundred Twenty-Four Thousand Eight
Hundred Sixty-Five Dollars and Forty-Six Cents ($724,865.46), and on the
earlier to occur of (i) the date Borrower acquires fee ownership of the
Land, or (ii) September 30, 1997, (the "Extended Maturity Date"), the
balance of said principal sum with interest thereon at an annual rate of
ten and five thousand six hundred ninety-four thousandths percent
(10.5694%) shall become due and payable. All installments of principal and
interest of this Note shall be paid to Holder by wire transfer of
immediately available funds to such bank or place, or in such other manner,
as Holder may from time to time designate in writing to Maker, payable in
lawful money of the United States of America, at the home office of the
payee in Newark, New Jersey, or at such other place as the holder hereof
may designate in writing."

c. All references in the Note to the Deed of Trust
shall be deemed to be references to the Deed of Trust as amended by the
Second Amendment to Deed of Trust. All references in the Note to any of
the other Loan Documents shall be deemed to be references to the Loan
Documents as amended hereby. All references in the Note to the Hazardous
Substances Agreement shall be deemed to be references to the Hazardous
Substances Agreement as amended hereby.

2. AMENDMENTS TO THE OTHER LOAN DOCUMENTS. All of the Loan
Documents, other than the Note and the Deed of Trust (collectively, the
"OTHER LOAN DOCUMENTS") shall continue to secure Borrower's obligations
under the Note, as amended hereby. All references to the Note in the Other
Loan Documents shall be deemed to be references to the Note as amended
hereby. All references to the Deed of Trust in any of the Other Loan
Documents shall be deemed references to the Deed of Trust as amended by the
Second Amendment to Deed of Trust. All references to the Hazardous
Substances Agreement in any of the Other Loan Documents shall be deemed to
be references to the Hazardous Substances Agreement as amended hereby.

3. AMENDMENTS TO THE HAZARDOUS SUBSTANCES AGREEMENT. All
references to the Note in the Hazardous Substances Agreement shall be
deemed to be references to the Note as amended hereby. All references to
the Deed of Trust in the Hazardous Substances Agreement shall be deemed
references to the Deed of Trust as amended by the Second Amendment to Deed
of Trust. All references to the Other Loan Documents in the Hazardous
Substances Agreement shall be deemed to be references to the Other Loan
Documents as amended hereby.

4. LOCK BOX AGREEMENT. The Lock Box Agreement requires
Borrower to submit to Lender the Quarterly Statements (as defined in the
Lock Box Agreement). The Quarterly Statements shall be in addition to, and
not in lieu of, Borrower's reporting requirements under the other Loan
Documents.

5. PREPAYMENTS.

a. Notwithstanding anything to the contrary in any of
the Loan Documents, Borrower shall have the right to repay the Loan in full
at anytime, without payment of any prepayment fee. In addition, Borrower
shall have the right to make the principal reduction payments required
under Section 3.3.2 of the Lock Box Agreement, without payment of any
prepayment fee.

b. In the event the Loan is repaid in its entirety on
or before June 30, 1997, Borrower shall receive the Prepayment Credit (as
defined in Subsection 5.c, below) to be applied against the outstanding
principal balance of the Note on the date of such repayment.

c. The "PREPAYMENT CREDIT" shall be an amount equal to
the amount by which the interest that has accrued on the Loan from the
Effective Date until the date on which the Loan is repaid in its entirety
in accordance with this Section 5, exceeds the amount of interest that
would have accrued on the Loan during that same period had such interest
been calculated at a rate of nine percent (9%) per annum, which amount is
equal to One Hundred Seven Thousand Six Hundred Seventy Dollars ($107,670)
per month (as the same may be prorated to reflect any partial months).

6. REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents, warrants and agrees to and with Lender as follows:

a. Neither the execution, delivery or performance by
Borrower of this Amendment and the Second Amendment to Deed of Trust nor
compliance by Borrower with the terms and provisions of this Amendment and
the Second Amendment to Deed of Trust (i) will contravene any provision of
any law, statute, rule or regulation or any order, writ, injunction or
decree or any court or governmental instrumentality affecting or applicable
to Borrower or the Project, or (ii) will conflict or be inconsistent with
or result in any breach of any of the terms, covenants, conditions or
provisions of, of constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any lien upon any of
the property or assets of Borrower pursuant to the terms of any indenture,
mortgage, deed of trust, credit agreement, loan agreement of any other
agreement, contract or instrument to which Borrower is a party or by which
it may be subject; or (iii) will violate or conflict with the
organizational documents of Borrower.

b. No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption
by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with
(i) the execution, delivery and performance of this Amendment and the
Second Amendment to Deed of Trust, or (ii) the legality, validity, binding
effect or enforceability of this Amendment or the Second Amendment to Deed
of Trust, except to the extent any of such documents need to be filed or
recorded to evidence the restructured security interest of Lender in the
Project.

c. There are no actions, suits or proceedings pending
or, to the actual knowledge of Borrower, threatened against the Project or
Borrower which may materially and adversely affect (i) the enforceability
or priority of the Loan Documents; (ii) the ability of Borrower to perform
its obligations under this Amendment or the Second Amendment to Deed of
Trust; or (iii) the business, operations, property, assets, condition
(financially or otherwise) or prospects of Borrower with respect to the
Project.

d. To the best of Borrower's knowledge (without the
requirement of inquiry or investigation by Borrower, except that Borrower
has made inquiry of H. Jon Runstad, Ronald Blake, and Peter Lazauskas, who
are employed as Chairman and Chief Executive Officer of Wright Runstad &
Company and Building Manager and Chief Engineer of the Project,
respectively, provided that such individuals' knowledge with respect to the
Project is based on the investigation normally engaged in by such
individuals in the scope of their respective employment activities relating
to the Project), Borrower's operation of the Project is in compliance with
all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property,
including but not limited to the Americans with Disabilities Act (and
including applicable statutes, regulations, orders and restrictions
relating to environmental standards and controls); provided, that under
applicable law, new tenant improvement work can be performed only if the
particular tenant suite in which such work is being performed are brought
under compliance with the standards required for new construction laws
under the currently applicable handicap laws ("Handicap Standards");
provided, further, that all tenant suites which have been vacated for
occupancy by new tenants since November 30, 1989 comply with the Handicap
Standards; except such noncompliance as would not, in the aggregate, have a
material adverse effect on the business, operations, property, assets,
condition (financial or otherwise) or prospects of Borrower.

e. Borrower has not received any notice from any
insurance company of any defects or inadequacies in the Project which would
adversely affect the insurability of the Project or which would materially
increase the cost of insuring the Project beyond that which is currently
charged for the Project.

f. To the actual knowledge of Borrower, there has not
been a commencement of any action involving the (a) condemnation of any
portion of the Land or Project; (b) condemnation or relocation of any
roadways abutting the Land or Project, or (c) denial of access to the Land
from any point of access to the Land or Project; and to Borrower's actual
knowledge, no governmental authority is contemplating any condemnation
proceedings which could have an adverse effect on the use, occupancy or
enjoyment of the Land or Project.

g. To the actual knowledge of Borrower, Borrower has
paid all taxes due pursuant to any assessments against the Land or Project,
including without limitation real property taxes and assessments. No
special assessments have been imposed and are outstanding against the Land
or Project, and to the best of Borrower's knowledge after making due
inquiry, no such special assessments are contemplated by any governmental
authority or other person or entity having jurisdiction over the Land or
Project.

h. To the actual knowledge of Borrower, Borrower has
not caused, permitted or suffered any liens against the Land or Project, in
favor of any person or entity whatsoever, whether any such lien is prior or
subordinate to the lien and interest of Lender in the Land or Project.

i. To the actual knowledge of Borrower, no brokerage
fees or commissions are payable by or to any person claiming through
Borrower or Borrower's activities in connection with this Amendment or the
Second Amendment to Deed of Trust.

j. Borrower is a validly existing California general
partnership with full partnership power and authority to execute, deliver
and perform its obligations under the Loan Documents, as amended by this
Amendment and the Second Amendment to Deed of Trust, and the Hazardous
Substances Agreement, as amended by this Amendment and to conduct its
business in California.

k. The execution, delivery and performance of this
Amendment and the Second Amendment to Deed of Trust have been duly
authorized by proper corporate or partnership actions or proceedings, and
the Loan Documents, as amended by this Amendment and the Second Amendment
to Deed of Trust, and the Hazardous Substances Agreement, as amended by
this Amendment, constitute legal, valid and binding obligations of Borrower
enforceable in accordance with their respective terms.

l. Borrower has no knowledge that any building or
other improvement on the Land encroaches upon any adjacent property,
building line, setback line, side yard line, or any recorded or visible
easement (or other easement of which Borrower is aware or has reason to
believe may exist) with respect to the Land, except as shown on that
certain survey prepared by Psomas & Associates, dated November 26, 1990,
and identified as Project No. 1WR10101.

m. To the actual knowledge of Borrower, there are no
material defaults under the Lease and to Borrower's actual knowledge, no
material default under any of the existing subleases for occupancy of the
Project.

n. To the actual knowledge of Borrower, (i) other than
as disclosed in the Final Report, Phase I Environmental Assessment dated
December 19, 1990 prepared by Dames and Moore for Borrower, no Hazardous
Materials (as defined below) exist on, under or about the Land or Project
in violation of any Hazardous Materials Laws (as defined below), and no
Hazardous Materials have at any time been transported to or from the Land
or Project or used, generated, manufactured, stored, released or disposed
of on, under or about the Land or Project in violation of any Hazardous
Materials Laws (as defined below), the Land or Project is not in violation
of any Hazardous Materials Laws (as defined below) and there are no past,
current or, to the best knowledge of Borrower after due investigation,
threatened Hazardous Materials Claims (as defined below); (ii) no storage
tanks are located on or under the Land or Project and no storage tanks have
ever been located on or under the Land or the Project except that certain
6,000 gallon underground diesel tank referenced in that certain memorandum,
dated December 13, 1996, from Walter Ingram of Wright Runstad & Company to
Steve Carey and Tony Ratner.

(1) As used herein, the term "HAZARDOUS
MATERIALS" means and refers to any

(a) oil, petroleum products, flammable
substances, explosives, radioactive materials, hazardous wastes or
substances, toxic wastes or substances or any other wastes, materials or
pollutants which (i) pose a hazard to the Land or Project or to persons on
or about the Land or Project or (ii) cause the Land or Project to be in
violation of any Hazardous Materials Laws;

(b) asbestos in any form, urea formaldehyde
foam insulation, transformers or other equipment which contain dielectric
fluid containing levels of polychlorinated biphenyl, or radon gas;

(c) chemical, material or substance defined
as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous waste", "restricted
hazardous waste", or "toxic substances" or words of similar import under
any applicable local, state or federal law or under the regulations adopted
or publications promulgated pursuant thereto, including, but not limited
to, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. 9601, et seq.; the Hazardous
Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.;
the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251,
et seq.; Sections 25115, 25117, 25122.7, 25140, 25249.8, 25281, 25316,
25501, and 25316 of the California Health and Safety Code; and Article 9 or
Article 11 of Title 22 of the Administrative Code, Division 4, Chapter 20;

(d) other chemical, material or substance
that exists on the Land or Project in such amounts that it could pose a
material hazard to the health and safety of the occupants of the Land or
Project or the owners and/or occupants of property adjacent to or
surrounding the Land or Project, or any other Person coming upon the Land
or Project or adjacent property.

(2) As used herein, the term "HAZARDOUS MATERIALS
CLAIMS" means and refers to any and all enforcement, cleanup, removal,
remedial or other governmental or regulatory actions, agreements or orders
threatened, instituted or completed pursuant to any Hazardous Materials
Laws, together with any and all claims made or threatened by any third
party against Borrower, Lender or the Land or Project relating to damage,
contribution, cost recovery compensation, loss or injury resulting from the
presence, release or discharge of any Hazardous Materials.

(3) As used herein, the term "HAZARDOUS MATERIALS
LAWS" any federal, state or local laws, ordinances, regulations or policies
relating to the environment, health and safety, and Hazardous Materials
(including, without limitation, the use, handling, transportation,
production, disposal, discharge or storage thereof) or to industrial
hygiene or the environmental conditions on, under or about the Land or
Project, including, without limitation, soil, groundwater and indoor and
ambient air conditions. In addition, Borrower and Lender agree that:
(i) this Section 6 is intended as Lender's written request for information
(and Borrower's response) concerning the environmental condition of the
real property security under the terms of California Code of Civil
Procedure 726.5; and (ii) each representation and/or covenant in this
Amendment or any other Loan Document (together with any indemnity appli-
cable to a breach of any such representation and/or covenant) with respect
to the environmental condition of the Land or Project is intended by Lender
and Borrower to be an "environmental provision" for purposes of California
Code of Civil Procedure 736.

As used herein, a representation limited by the "knowledge,"
"best knowledge," actual knowledge" or other similar phrase with respect to
Borrower means to the best knowledge of Scott Price and Julie Strocchia.
All representations and warranties provided herein will survive the
execution of this Amendment.

7. CERTAIN ASSURANCES REGARDING HAZARDOUS MATERIALS.

a. Subject to the exclusions set forth in Section VI
of the Hazardous Substances Agreement, Borrower shall protect, indemnify
and hold Lender, its directors, officers, employees and agents, and any
successors to Lender's interest in the Land or Project, and any other
Person who acquires any portion of the Land or Project at a foreclosure
sale or otherwise through the exercise of Lender's rights and remedies
under the Loan Documents, and any successors to any such other Person, and
all directors, officers, employees and agents of all of the aforementioned
indemnified parties, harmless from and against any and all actual or
potential claims, liabilities, damages, losses, fines, penalties,
judgments, awards, costs and expenses (including, without limitation,
reasonable attorneys' fees and costs and expenses of investigation) which
arise out of or relate in any way to any Hazardous Materials Claims or any
use, handling, production, transportation, disposal, release or storage of
any Hazardous Materials in, under or on the Land or Project whether by
Borrower or by any tenant or any other Person. All such costs, damages,
claims and expenses heretofore described and/or referred to in this
Section 7 are hereinafter referred to as "Expenses". Borrower's liability
to the aforementioned indemnified parties shall arise upon the earlier to
occur of (c) discovery of any Hazardous Materials on, under or about the
Land or Project, or (d) the institution of any Hazardous Materials Claims,
and not upon the realization of loss or damage, and Borrower shall pay to
Lender from time to time, immediately upon Lender's request, an amount
equal to such Expenses, as reasonably determined by Lender; provided,
however, no such Expense shall be voluntarily incurred unless Lender has
given Borrower three (3) business days advance written notice of such
Expense and the notice and cure period under subsection b below has
elapsed. In addition, in the event any Hazardous Material is caused to be
removed from the Land or Project by Borrower, Lender or any other Person,
the number assigned by the Environmental Protection Agency to such
Hazardous Material or any similar identification shall be solely in the
name of Borrower and Borrower shall assume any and all liability for such
removed Hazardous Material.

b. In addition to any other rights or remedies Lender
may have under this Amendment or the Loan Documents, at law or in equity,
in the event that Borrower shall fail to timely comply with any of the
provisions hereof, or in the event that any representation or warranty made
herein or in any certificate delivered after the date hereof proves to be
materially false or misleading, then, in such event Lender may, after

(1) delivering written notice to Borrower, which
notice specifically states that Borrower has failed to comply with the
provisions of this Section 7; and

(2) the expiration of the earliest to occur of

(a) the later of (A) thirty (30) days after
receipt of such notice and (B) one hundred eighty (180) days after receipt
of such notice or upon completion of cure by Borrower if Borrower shall
commence to cure such default within thirty (30) days after receipt of such
notice and shall diligently pursue such cure to completion,

(b) the cure period, if any, permitted
under the applicable law, rule, regulation or order with which Borrower
shall have failed to comply, or

(c) any shorter period in which a cure of
such violation should be commenced in order to avoid an imminent material
risk to human health,

declare an Event of Default under the Loan Documents and exercise any and
all remedies provided for therein, and/or do or cause to be done whatever
is necessary to cause the Land to comply with all Hazardous Materials Laws
and other applicable law, rule, regulation or order and the cost thereof
shall constitute an Expense hereunder and shall become immediately due and
payable without notice and with interest thereon at the rate of fourteen
percent (14%) per annum from the date of Lender's demand until paid. Upon
reasonable advance written notice, Borrower shall give to Lender and its
agents and employees access to the Land or Project for the purpose of
effecting such compliance and hereby specifically grants to Lender a
license, effective upon expiration of the applicable cure period, if any,
to do whatever is necessary to cause the Land or Project to so comply,
including, without limitation, to enter the Land or Project and remove
therefrom any Hazardous Materials.

8. LOAN BALANCE. The parties agree that the unpaid
principal indebtedness on the Note as of the date hereof is Eighty-Two
Million Two Hundred Ninety-Eight Thousand Twenty-One and 9/100 Dollars
($82,298,021.17), which sum Borrower agrees to pay to the order of Lender
pursuant to the terms of the Note as the same is modified herein.

9. RELEASE AND WAIVER.

a. In consideration for the restructuring of the Loan
as provided herein, Borrower hereby releases and forever discharges (and
irrevocably and unconditionally waives as against) Lender, its direct or
indirect subsidiaries and all of such subsidiaries' respective affiliated
companies and subsidiaries (direct and indirect), predecessors, successors
and assigns, and each of their past, present and future officers,
shareholders, directors, agents and employees, and their respective heirs,
legal representatives, legatees, successors and assigns, from all liability
arising out of or resulting from any and all claims, controversies,
actions, causes of action, demands, debts, liens, contracts, agreements,
promises, representations, warranties, torts, damages, costs, attorneys'
fees, monies due on account, obligations, judgments or liabilities of any
nature whatever at law or in equity, arising out of any agreement or
imposed by law or otherwise, from the beginning of time, whether or not
known at this time, heretofore or hereafter, anticipated or unanticipated,
suspected or claimed, fixed or contingent, whether yet accrued or not, and
whether damage has yet resulted from the same or not (collectively,
"Claims"), based on, arising out of or relating in any manner to the Loan
(prior to the date hereof), the Note, the Loan Documents, any and all
documents executed in connection with the Loan or the Loan Documents,
Lender's administration of the Loan any other agreements between Lender and
Borrower, as of the date hereof, or any oral or written communication,
correspondence or transactions between Lender or its predecessors in
interest and Borrower prior to the date hereof. Borrower acknowledges that
it may learn of circumstances bearing upon the things and items released by
this agreement for release contained in this Section 9, but it is
Borrower's intention by doing so and doing the acts called for by this
agreement for release, that this agreement for release shall be effective
as a full and final accord and satisfaction and release of each and every
thing and item released herein, whether known or unknown, future or
contingent. In furtherance of this intention, Borrower acknowledges that
Borrower is familiar with Section 1542 of the California Civil Code, which
provides as follows:

"A general release does not extent to claims which
the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if know by him, must have materially affected
his settlement with the debtor."

Borrower hereby waives and releases any right or benefit which it has or
may have under Section 1542 of the California Civil Code to the full extent
that Borrower may lawfully waive all such rights and benefits pertaining
only and limited specifically to the things and items released herein.

b. Borrower hereby represents and warrants to lender
that (i) it has not assigned to any other person or entity any of its
Claims; (ii) there are no set-offs against Lender with regard to either the
Loan Documents, as amended by this Amendment and the Second Amendment to
Deed of Trust, or the Hazardous Substances Agreement as amended by this
Amendment, nor any claims or counter-claims against Lender with respect to
either the Loan Documents, as amended by this Amendment and the Second
Amendment to Deed of Trust, or the Hazardous Substances Agreement as
amended by this Amendment.

c. Without limiting the generality of the foregoing,
Borrower hereby acknowledges and agrees that there are no oral agreements
or understandings between or among any of the parties hereto with respect
to the modification of the Loan Documents, except as set forth in this
Amendment and the Second Amendment to the Deed of Trust.

d. Borrower hereby agrees that the provisions of this
Section 9 shall remain in full force and effect notwithstanding the
occurrence of an Event of Default under this Amendment or any of the Loan
Documents and the exercise by Lender of its rights and remedies hereunder
or thereunder.

10. WAIVER OF JURY TRIAL. LENDER AND BORROWER HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS AMENDMENT, THE SECOND AMENDMENT TO
DEED OF TRUST, THE NOTE OR ANY OTHER LOAN DOCUMENTS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS OF THE LENDER OR BORROWER. THIS PROVISION IS MUTUALLY AGREED TO IN
RECOGNITION OF THE COMPLEXITY OF THE LOAN AND THE MUTUAL DESIRE OF LENDER
AND BORROWER TO AVOID DELAYS IN THE RESOLUTION OF DISPUTES INVOLVING THIS
AMENDMENT. BORROWER ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER TO ENTER INTO THIS AMENDMENT.

11. NO AGREEMENT TO EXTEND OR MAKE FURTHER ADDITIONAL
ADVANCES. Nothing in this Amendment, or in any prior course of conduct,
shall be construed to obligate Lender to make any future additional
advances under the Loan or to otherwise increase the amount of the Loan or
to extend the maturity of the Loan beyond the Extended Maturity Date, and
Borrower acknowledges that Lender has made no such agreement.

12. BORROWER'S LIMITED RECOURSE LIABILITY. Lender agrees and
confirms with Borrower that the provisions of Paragraph 48 of the Deed of
Trust and that portion of the Note beginning with the third (3rd) full
grammatical paragraph on page 7 of the Note and extending through the first
full grammatical paragraph on page 9 of the Note, remain in full force and
effect and are not modified, amended or altered by reason of this Amendment
or the Second Amendment to Deed of Trust and in addition, apply in full to
this Amendment and the Second Amendment to Deed of Trust as if fully set
forth herein (provided, however, that for purposes of such incorporation,
all references to "Trustor" in paragraph 48 of the Deed of Trust shall
refer to "Borrower" herein and all references to "Beneficiary" in such
paragraph 48 shall refer to "Lender" herein and all references to "this
Deed of Trust" in such paragraph 48 shall refer to "this Amendment" and
"the Second Amendment to Deed of Trust" as defined herein).

13. SUBSEQUENT BANKRUPTCY. In the event Borrower becomes the
subject of any insolvency, bankruptcy, receivership, dissolution,
reorganization or similar proceeding, federal or state, voluntary or
involuntary, under any present or future law or act, Lender shall be
entitled to immediate and absolute lifting of any automatic stay as to the
enforcement of its remedies under the Loan Documents against the Project,
including specifically, but not limited to, the stay imposed by Section 362
of the United States Federal Bankruptcy Code, as amended. Borrower hereby
irrevocably consents to the lifting of any such automatic stay and will not
contest any motion by Lender to lift such stay. Borrower expressly
acknowledges, and agrees not to take any contrary position in any
subsequent bankruptcy proceeding, that: (i) the Project is not now and
never will be necessary to any plan of reorganization of any type; (ii)
Borrower is a single asset entity with no employees; (iii) Borrower has no
creditors other than Lender (except for a few creditors small in relation
to Lender which relate to operating expenses being paid as they come due);
and (iv) any subsequent bankruptcy filing by the Borrower to this loan
extension will be in bad faith for the sole purpose of delaying and
frustrating the legitimate efforts of Lender to enforce its rights. The
provisions of this paragraph are essential elements of Lender's
consideration for entering into this Amendment.

14. LIMITED RECOURSE. As additional consideration for the
Loan extension herein granted, Borrower hereby agrees that its obligation
to pay the Loan in full on or before its Extended Maturity Date is
independent and separate from the rights and obligations between Lender and
Borrower that may arise in connection with Borrower's rights to purchase
the Land. Should Borrower fail to acquire title to the Land by reason of
the default of Lender under any agreement with Borrower for the purchase
and sale of the Land, Borrower shall nevertheless be obligated under the
Loan Documents and this Amendment to pay and discharge the indebtedness and
Borrower's remedies against Lender shall be limited solely to those
remedies provided for in the agreement for the purchase and sale of the
Land.

15. ATTORNEY'S FEES AND EXPENSES. Borrower shall pay all of
Lender's reasonable fees, charges and expenses incurred in connection with
the negotiation and preparation of this Amendment and the Second Amendment
to Deed of Trust and the consummation of the transactions contemplated
hereby and thereby, including without limitation title insurance costs,
recording fees, reasonable attorneys' fees, and documentation costs.

16. MODIFICATION FEE. Borrower acknowledges that in
connection with modifications referenced in this Amendment, Borrower has
paid lender a fee of Five Thousand Dollars ($5,000).

17. DEFINED TERMS. Capitalized terms used, but not defined
herein, shall have the meaning provided for such terms in the Loan
Documents.

18. FULL FORCE AND EFFECT. Except as expressly amended by
the Modification Documents, the Loan Documents remain in full force and
effect without amendment.

19. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original agreement,
and all of which shall constitute one such agreement by each of the
parties.

IN WITNESS WHEREOF, Borrower and Lender have caused this
Amendment to be duly executed as of the date first written above.

BORROWER: WRIGHT-CARLYLE PARTNERS,
a California general partnership

By: Carlyle Real Estate Limited Partnership-IX,
an Illinois limited partnership,
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner

By: ________________________
Julie A. Strocchia
Vice President

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership,
Its General Partner

By: Wright Runstad & Company,
a Washington corporation,
General Partner

By: ______________________
Douglas E. Norberg
President

LENDER: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation

By: ___________________________________
Richard Pulido
Vice President

EXHIBIT A
---------

LEGAL DESCRIPTION
-----------------

RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:

O'Melveny & Myers LLP
275 Battery Street
Suite 2600
San Francisco, CA 94111
Attn: Stephen A. Cowan, Esq.

__________________________________________________________

SECOND AMENDMENT TO DEED OF TRUST

THIS SECOND AMENDMENT TO DEED OF TRUST (this
"AMENDMENT") is made as of October 1, 1996, by and between
WRIGHT-CARLYLE PARTNERS, a California general partnership
("TRUSTOR"), and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation ("BENEFICIARY").

RECITALS

A. Trustor executed that certain Deed of Trust, dated
January 15, 1991, for the benefit of Beneficiary, recorded on
January 15, 1991, as Document No. 91-63945, in the Official
Records of Los Angeles County, California (the "OFFICIAL
RECORDS"), as amended by that First Amendment to Deed of
Trust, dated as of January 24, 1996, and recorded in the
Official Records on January 25, 1996, as Instrument No. 96-
146121 (as so amended, the "DEED OF TRUST").

B. The Deed of Trust secures Trustor's obligations with
respect to that certain loan (the "LOAN") made by Beneficiary
to Trustor, evidenced by that certain Note Secured by Deed of
Trust in the original principal amount of Eighty-Six Million
Dollars ($86,000,000), dated January 15, 1991, executed by
Trustor in favor of Beneficiary, as amended by that certain
First Amendment to Loan Documents (the "FIRST AMENDMENT"),
dated as of January 24, 1996, by and between Trustor and
Beneficiary (as so amended, the "NOTE"). The Note matured on
September 30, 1996. Concurrently herewith, the Note is being
amended by that certain Second Amendment to Loan Documents
(the "SECOND AMENDMENT"), dated as of even date herewith, by
and between Trustor and Beneficiary.

C. The Note is also secured by, among other things (i)
that certain Assignment Of Lessor's Interest in Leases, dated
as of January 15, 1991, by Trustor in favor of Beneficiary,
recorded in the Official Records on January 15, 1991, as
Instrument No. 91-63946, as amended by the First Amendment (as
so amended, the "ASSIGNMENT OF LEASES"), (ii) that certain
Security Agreement, dated as of January 15, 1991, by and
between Trustor and Beneficiary, as amended by the First
Amendment (as so amended, the "SECURITY AGREEMENT"), (iii)
that certain Lock Box Disbursement Agreement, dated as of even
date herewith, by and between Borrower and Lender (the "LOCK
BOX AGREEMENT"), and (iv) that certain Pledge and Security
Agreement, dated as of even date herewith, by and between
Borrower and Lender (the "PLEDGE AGREEMENT"). In addition, in
connection with the Loan, Trustor and Beneficiary entered into
that certain Hazardous Substances Remediation and
Indemnification Agreement, dated as of January 15, 1991, as
amended by the First Amendment (as so amended, the "HAZARDOUS
SUBSTANCES AGREEMENT"). The Note, the Deed of Trust, the
Assignment of Leases, the Security Agreement, the Lock Box
Agreement, the Pledge Agreement and all other documents (other
than the Hazardous Substances Agreement) that evidence or
secure the Loan are referred to collectively herein as the
"LOAN DOCUMENTS"). Concurrently herewith the Loan Documents
and the Hazardous Substances Agreement are being amended by
the Second Amendment.

D. Trustor has requested an extension of the maturity date
of the Note. Beneficiary has agreed to an extension of the
maturity date provided certain terms and conditions are
satisfied, including amending certain terms of the Loan
Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing
recitals, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1. MODIFICATION OF DEED OF TRUST. The Deed of
Trust
is hereby modified to provide that it secures, in addition to
any and all other obligations now or hereafter secured,
Trustor's obligations under the Loan Documents, as amended by
the Second Amendment. All references in the Deed of Trust to
any of the Loan Documents shall be deemed references to the
Loan Documents as amended by the Second Amendment. All
references in the Deed of Trust to the Hazardous Substances
Agreement shall be deemed references to the Hazardous
Substances Agreement as amended by the Second Amendment.

2. NO AMENDMENTS; CONTINUING EFFECTIVENESS.
Except
as expressly modified hereby, the Deed of Trust remains
unamended and in full force and effect.

3. COUNTERPARTS. This Amendment may be executed
in
multiple counterparts, each of which shall be deemed to be an
original, and all of which, together, shall constitute one
document.

IN WITNESS WHEREOF, Trustor and Beneficiary have
caused
this Modification to be duly executed as of the date first
written above.

TRUSTOR: WRIGHT-CARLYLE PARTNERS,
a California general partnership

By: Carlyle Real Estate Limited
Partnership-IX,
an Illinois limited partnership,
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner

By: ________________________
Julie A. Strocchia
Vice President

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates
Limited
Partnership, a Washington limited partnership,
General Partner

By: Wright Runstad & Company,
a Washington corporation,
General Partner

By: ______________________
Douglas E. Norberg
President

BENEFICIARY: THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation

By: ___________________________________
Richard Pulido
Vice President

EXHIBIT A
---------

LEGAL DESCRIPTION
-----------------

STATE OF ____________ )
)
COUNTY OF ___________ )

On _______________, 1996, before me _________________, a
Notary Public in and for said State, personally appeared Julie
A. Strocchia, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed
the instrument.

WITNESS my hand and official seal.

____________________________________
Notary Public, State of California

STATE OF _____________ )
)
COUNTY OF _____________ )

On _______________, 1996, before me __________________, a
Notary Public in and for said State, personally appeared
Douglas E. Norberg, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed
the instrument.

WITNESS my hand and official seal.

____________________________________
Notary Public, State of California

STATE OF CALIFORNIA )
)
COUNTY OF _____________ )

On _______________, 1996, before me __________________, a
Notary Public in and for said State, personally appeared
Richard Pulido, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed
the instrument.

WITNESS my hand and official seal.

____________________________________
Notary Public, State of California

EXHIBIT 10-A
- ------------

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE(this "AMENDMENT") is made as of
October 1, 1996, by and between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("LANDLORD"), and WRIGHT-CARLYLE
PARTNERS, a California general partnership ("TENANT"), comprised of Carlyle
Real Estate Limited Partnership-IX, an Illinois limited partnership
("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited
partnership ("MOB").

RECITALS

A. Landlord's predecessor-in-interest, Howard S. Wright Development Co.,
a Washington corporation, and Tenant's predecessor-in-interest, MOB,
entered into that certain Lease, dated as of February 1, 1977, with respect
to certain real property located in the County of Los Angeles, California
and more particularly described in Exhibit A thereto (the "PROPERTY"), as
amended by that certain First Amendment to Lease, dated as of July 16,
1979, by and between Landlord and MOB, as further amended by that certain
Second Amendment of Lease, dated as of December 19, 1985, by and between
Landlord and Tenant (as so amended, the "LEASE"). All initially
capitalized terms used herein and not otherwise defined herein shall have
the meanings set forth in the Lease.

B. Landlord has agreed to grant Tenant an option to purchase the
Property upon the terms and conditions set forth in that certain Option to
Purchase, dated as of even date herewith, by and between Landlord and
Tenant (the "PURCHASE OPTION").

C. Landlord has agreed to grant Tenant the right to assign (the
"ASSIGNMENT RIGHT") all of Tenant's rights and interest under the Lease,
including, without limitation, all improvements constructed on the Property
(collectively, the "LEASEHOLD ESTATE") to such entity as Landlord may
hereafter designate ("ASSIGNEE"), in exchange for which Tenant shall
receive from Landlord, as its sole consideration for such assignment, a
covenant not to sue Tenant with respect to its obligations under the Lease
and the Loan (as defined below), provided certain terms and conditions are
satisfied.

D. The interests of Tenant in the Leasehold Estate are encumbered by
that certain Deed of Trust, dated as of January 15, 1991, and recorded in
the Official Records of Los Angeles County (the "OFFICIAL RECORDS") on
January 15, 1991, as Instrument No. 91-63945, as amended by that certain
First Amendment to Deed of Trust, dated as of January 24, 1996, and
recorded in the Official Records on January 25, 1996, as Instrument No. 96-
146121, as further amended by that certain Second Amendment to Deed of
Trust, dated as of even date herewith (as so amended, the "DEED OF TRUST"),
which secures repayment of that certain loan ("LOAN") evidenced by that
certain Note Secured by Deed of Trust, dated as of January 15, 1991, made
by Tenant in favor of Prudential, in the original principal amount of
Eighty-Six Million Dollars ($86,000,000), as amended by that certain First
Amendment to Loan Documents (the "FIRST AMENDMENT"), dated as of January
24, 1996, as further amended by that certain Second Amendment to Loan
Documents (the "SECOND AMENDMENT"), dated as of even date herewith (as so
amended, the "NOTE"). The Loan is also secured by, among other things, (i)
that certain Assignment of Lessor's Interest in Leases, dated as of January
15, 1991, by Tenant in favor of Landlord, recorded in the Official Records
on January 15, 1991, as Instrument No. 91-63946, as amended by the First
Amendment and Second Amendment (as so amended, the "ASSIGNMENT OF LEASES"),
(ii) that certain Lock Box Disbursement Agreement, dated as of even date
herewith, by and between Tenant and Landlord (the "LOCK BOX AGREEMENT"),
and (iii) that certain Pledge and Security Agreement, dated as of even date
herewith, by and between Tenant and Landlord (the "PLEDGE AGREEMENT"). The
Deed of Trust, Assignment of Leases, Lock Box Agreement, Pledge Agreement
and the Note, as well as the other documents evidencing or securing the
Loan, as amended to date, are collectively referred to as the "LOAN
DOCUMENTS".

E. In connection with the concurrent modification of the Loan Documents,
and the granting of the Purchase Option, Landlord and Tenant desire to
amend the Lease to incorporate the Assignment Right, to increase the Fixed
Rent under the Lease, and to make certain other modifications.

AGREEMENT

NOW, THEREFORE, in consideration of the Purchase Option, the
Assignment Right and the other foregoing recitals and other good and
valuable consideration, Landlord and Tenant hereby agree to amend the Lease
as follows:

A. RENT INCREASE

1. FIXED RENT. Effective October 1, 1996, Paragraph 3.2 of
the Lease is amended and restated as follows:

"3.2 FIXED RENT. During the Fixed Term, Tenant shall
pay to Landlord as minimum rent ("Fixed Rent") the sum of One Million Two
Hundred Forty-Three Thousand One Hundred Twenty-Five Dollars ($1,243,125)
per annum, payable as follows: (a) monthly installments of Thirty-Four
Thousand Five Hundred Thirty-One and 25/00 Dollars ($34,531.25) per month
during the period from October 1, 1996 through September 30, 1997, (b) a
one-time lump sum payment of Nine Hundred Thirty-Two Thousand Three Hundred
Forty-Three and 75/00 Dollars ($932,343.75) due on October 1, 1997, and (c)
monthly installments of One Hundred Three Thousand Five Hundred Ninety-
Three and 75/00 Dollars ($103,593.75) during the period from November 1,
1997 through the remainder of the Fixed Term."

2. DEFINITION. For the purposes of this Amendment, the
amount by which the Fixed Rent exceeds Four Hundred Fourteen Thousand Three
Hundred Seventy-Five Dollars ($414,375) per annum shall be referred to as
the "Ground Rent Increase."

3. EXTENDED TERM RENT. The first sentence of Paragraph
3.4(a) of the Lease is amended and restated as follows:
"During the Extended Term, Tenant shall pay to Landlord, as
Fixed Rent, an annual amount equal to nine and three-quarters percent
of the fair market value of the Land (determined as provided in this
Section 3.4) as of a date which is nine months prior to the commencement of
such Extended Term, but in no event shall the Fixed Rent during any
Extended Term be less than One Million Two Hundred Forty-Three Thousand One
Hundred Twenty-Five Dollars ($1,243,125) per annum."

B. ASSIGNMENT OPTION.

1. OPTION. Tenant shall have the one-time right to assign
all of its rights and interests under the Lease, including, without
limitation, all of its rights and interests in the improvements constructed
at the Property, to Assignee in exchange for receiving from Landlord the
Covenant Not to Sue (as defined in Paragraph 2.g below) (the "ASSIGNMENT
OPTION"), on the following terms and conditions:

a. EXERCISE OF OPTION. In order to effectively
exercise the Assignment Option, Tenant must (i) give Landlord written
notice of Tenant's exercise of the Assignment Option, and (ii) execute and
deliver two original executed counterparts of each of the following
documents: (1) an Assignment of Lessee's Interest in Lease in favor of
Assignee in the form of EXHIBIT A attached hereto, (2) an Assignment of
Leases in favor of Assignee in the form of EXHIBIT B attached hereto, (3)
an Assignment of Contracts in favor of Assignee in the form of EXHIBIT C
attached hereto, (4) a Bill of Sale in favor of Assignee in the form of
EXHIBIT D attached hereto, (5) evidence of Tenant's authority to execute
the documents described in this Paragraph B.1.a, and (6) such other
ministerial documents (provided such documents do not create any additional
cost or liability, beyond that contained in this Agreement, to Tenant in
excess of Five Hundred Dollars ($500) in the aggregate) the Title Company
(as defined below) may reasonably require to effectuate the Assignment
Transaction (as defined below) or to issue the Title Policy (as defined
below) to Ticor Title Insurance Company, 700 South Flower Street, Suite
900, Los Angeles, California 90017, Attention: Clark McKinnon (the "TITLE
COMPANY"). The documents referenced in items (1) through (6) above are
referred to collectively as the "ASSIGNMENT DOCUMENTS").

b. TITLE REPORT. Tenant shall cause the Title Company
to deliver to Landlord and Assignee a title report with respect to the
Leasehold Estate, dated no earlier than September 1, 1997.

c. OPTION PERIOD. The Assignment Option may only be
exercised during the month of September 1997 and shall be deemed terminated
and of no further force or effect as of October 1, 1997.

d. PARTIES ENTITLED TO EXERCISE OPTION. The
Assignment Option may be exercised by either Carlyle or MOB on behalf of
Tenant and, regardless of whether Carlyle or MOB or both exercise the
Assignment Option, such exercise of the Assignment Option shall bind both
Carlyle and MOB, in their capacities as constituent general partners of
Tenant.

e. WAIVER OF RIGHT OF FIRST REFUSAL. The exercise by
either Carlyle or MOB of the Assignment Option shall constitute a waiver by
both Carlyle and MOB, regardless of whether Carlyle, MOB or both exercise
the Assignment Option, of any right of first refusal either Carlyle or MOB
may have with respect to the Leasehold Estate or any part thereof.

2. CLOSING CONDITIONS. The closing (the "CLOSING") of the
transaction contemplated by the Assignment Documents (the "ASSIGNMENT
TRANSACTION") shall take place on the date provided for in Paragraph B.3,
below, provided that the following conditions have been satisfied:

a. FORM OF ASSIGNMENT DOCUMENTS. The form of the
Assignment Documents to be delivered to the Title Company pursuant to
Paragraph B.1.a, above, shall be conformed to the reasonable requirements
of the Title Company; provided that, in any event, the Assignment Documents
shall be without warranty, other than those warranties implied in a
California grant deed.

b. TITLE POLICY. The Title Company shall be prepared
to issue to Assignee an ALTA Form 1970 B title policy (the "TITLE POLICY")
insuring Assignee's title to the Leasehold Estate (or if Assignee is
Landlord, insuring Assignee's title to the fee interest in the Property, as
merged with the Leasehold Estate), together with such endorsements as
Assignee may reasonably require, containing no exceptions to the title to
the Leasehold Estate other than the exceptions identified on EXHIBIT E
attached hereto and the Approved Leases (as defined below), as the same may
have been amended in accordance with Paragraph B.2.d below (collectively,
the "PERMITTED EXCEPTIONS"); provided, however, that issuance of an ALTA
title policy (as opposed to CLTA title policy) shall not be a condition to
Closing to the extent the Title Company is not willing to issue an ALTA
title policy without the execution of documents by Tenant that Tenant is
not otherwise required to deliver under this Agreement; provided, further,
however, that Tenant shall be obligated to remove any exceptions that are
not Permitted Exceptions and that were recorded or caused to be recorded by
Tenant, but shall not be required to remove any other exceptions.

c. LEASES. The Leasehold Estate shall be encumbered
by no leases other than the following (the "APPROVED LEASES"):

(1) those leases identified on EXHIBIT F attached
hereto;

(2) any lease entered into after the date hereof
that has been approved by Landlord in writing prior to Tenant's execution
of such lease; and

(3) any lease entered into after the date hereof
that Tenant is permitted to enter into without Landlord's consent, pursuant
to the terms of the Assignment of Leases, as modified by the Annual
Effective Net Rent Agreement in the form of EXHIBIT G attached hereto, to
be executed by the parties concurrently herewith, provided that a copy of
each of such leases shall have been delivered to Landlord prior to Tenant's
execution of such lease.

d. NO MODIFICATION OF LEASES. The Approved Leases
shall have not been modified, amended or terminated except to the extent
such modifications, amendments, or terminations are delivered to Landlord
prior to Tenant's execution thereof and are either (1) approved in writing
by Landlord prior to the effectiveness of such modification, amendment or
termination, or (2) permitted, without the consent of Landlord, under the
terms of the Assignment of Leases.

e. APPROVAL OF TITLE. Assignee and Landlord shall
have determined, in their reasonable judgment, that the Assignment
Documents, as executed by Tenant, are sufficient to convey title to the
Leasehold Estate free and clear of all liens and encumbrances other than
the Permitted Exceptions; provided, however, that Tenant shall be obligated
to remove only those exceptions that are not Permitted Exceptions and that
were recorded or caused to be recorded by Tenant.

f. LANDLORD'S DELIVERIES. Landlord shall have
delivered to the Title Company two (2) original executed counterparts of
each of the Assignment Documents executed by Landlord and Assignee, as
applicable.

g. COVENANT NOT TO SUE. Landlord and Tenant shall
have delivered two (2) fully executed counterparts of the Liability
Agreement in the form of EXHIBIT H attached hereto (the "COVENANT NOT TO
SUE").

h. NO DEFAULT UNDER LOAN DOCUMENTS. Tenant shall not
be in default under any of the Loan Documents.

3. CLOSING. The Closing shall take place on such date as
may be mutually agreed to by the parties, but in no event shall take place
earlier than September 1, 1997, or later than September 30, 1997, and shall
be effective upon the recordation of the Grant Deed and the Assignment of
Leases and the issuance of the Title Policy.

4. FAILURE OF CONDITIONS. In the event any of the Closing
Conditions are not satisfied on or before September 30, 1997, as a result
of any breach by Tenant, Carlyle or MOB, the exercise of the Assignment
Option shall be deemed revoked and the Assignment Option shall be of no
further force or effect.

5. CONSIDERATION. Neither party shall receive monetary
consideration in connection with the Assignment Transaction. Without
limiting the foregoing, there shall be no prorations in connection with the
Assignment Transaction, provided that Tenant has provided the Quarterly
Statements (as such term is defined in the Lock Box Agreement) as required
under the Lock Box Agreement. Tenant hereby agrees that the Covenant Not
to Sue constitutes adequate consideration for Tenant's assignment of its
rights and interests in the Leasehold Estate.

6. ASSUMPTION. The transfer of the Leasehold Estate to
Assignee shall in no way constitute an assumption by Assignee of Tenant's
obligations under the Lease or any of the Loan Documents.

7. PROJECT ACCOUNT. In connection with the Assignment
Transaction, Tenant shall transfer all sums in the Project Account (as
defined in the Lock Box Agreement) to Landlord.

C. LIMITATIONS ON LIABILITY.

1. CARLYLE. Landlord hereby confirms that Carlyle, its
present and future constituent partners, their respective successors and
assigns, and any persons or entities having a direct or indirect interest
in Carlyle shall not have any personal liability of any kind or nature
under or in connection with the Lease, including, without limitation, any
liability for payment of rent under the Lease. The foregoing shall not
affect or in any way limit the liability of Tenant or MOB under the Lease,
regardless of whether Tenant or MOB have any direct or indirect interest in
Carlyle.

2. TENANT. Neither Tenant nor any person or entity having a
direct or indirect interest in Tenant will have any personal liability for
the Ground Rent Increase. The limitation on liability set forth in this
Paragraph C.2 shall be deemed void ab initio and of no force and effect:

a. If Tenant shall make a general assignment for the
benefit of creditors, or shall admit in writing its inability to pay its
debts as they become due, or shall file a petition in bankruptcy, or shall
be adjudicated as bankrupt or insolvent, or shall file a petition seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, or shall file an answer admitting or shall fail timely to
contest the material allegations of a petition filed against it in any such
proceeding, or shall seek or consent to or acquiesce in the appointment of
any trustee, receiver or liquidator of Tenant or any material part of its
properties; or

b. If within sixty (60) days after the commencement of
any proceeding against Tenant seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
any present or future statute, law or regulation, such proceeding shall not
have been dismissed or if, within sixty (60) days after the appointment
without the consent or acquiescence of Tenant of any trustee, receiver or
liquidator of Tenant or of any material part of its properties, such
appointment shall not have been vacated.

D. GENERAL PROVISIONS.

1. CONTINUING EFFECTIVENESS. The Lease, except as amended
hereby, remains unamended, and, as amended hereby, remains in full force
and effect.

2. COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall constitute an original, and all of which,
together, shall constitute one document.

3. INTERPRETATION. The parties acknowledge that each party
and its counsel have reviewed and revised this Amendment and that the
normal rule of construction that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this
Amendment or exhibit hereto.

4. RECORDATION. This Amendment shall not be recorded and
shall not be a lien against the Land or Project.

5. DESCRIPTIONS; HEADINGS; CONSTRUCTION. The headings in
this Amendment are intended as references only and shall not in any way
limit, amplify or be used in interpreting the terms of this Amendment. The
masculine, feminine or neuter gender in the singular or plural shall be
deemed to include the other wherever the context of this Amendment so
requires. This Amendment shall not be construed against any party hereto
as the drafters of this Amendment.

6. GOVERNING LAWS. THIS AMENDMENT SHALL BE DEEMED TO BE
MADE UNDER THE LAWS OF THE STATE OF CALIFORNIA AND FOR ALL PURPOSES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS THEREOF.

7. ATTORNEYS' FEES. If any party to this Agreement shall
bring any action or proceeding for any relief against the other,
declaratory or otherwise, arising out of this Agreement, the losing party
shall pay to the prevailing party a reasonable sum for attorneys' fees and
costs incurred in bringing or defending such action or proceeding and/or
enforcing any judgment granted therein, all of which shall be deemed to
have accrued upon the commencement of such action or proceeding and shall
be paid whether or not such action or proceeding is prosecuted to final
judgment. Any judgment or order entered in such action or proceeding shall
contain a specific provision providing for the recovery of attorneys' fees
and costs, separate from the judgment, incurred in enforcing such judgment.

The prevailing party shall be determined by the trier of fact based upon an
assessment of which party's major arguments or positions taken in the
proceedings could fairly be said to have prevailed over the other party's
major arguments or positions on major disputed issues. For the purposes of
this section, attorneys' fees shall include, without limitation, fees
incurred in the following: (1) post-judgment motions; (2) contempt
proceedings; (3) garnishment, levy, and debtor and third party
examinations; (4) discovery; and (5) bankruptcy litigation. This section
is intended to be expressly severable from the other provisions of this
Agreement, is intended to survive any judgment and is not to be deemed
merged into the judgment.

8. SEVERABILITY. If any of the provisions of this Amendment
shall be held by any court of competent jurisdiction to be unlawful, void
or unenforceable for any reason as to any person or circumstance, such
provision or provisions shall be deemed severable from and shall in no way
affect the enforceability and validity of the remaining provisions of this
Agreement.

9. LANDLORD'S ATTORNEY'S FEES AND EXPENSES. Tenant shall
pay all of Landlord's fees, charges and expenses incurred in connection
with the negotiation and preparation of this Amendment; provided, however,
that (i) Landlord shall pay all of the closing costs payable in connection
with the Assignment Transaction, including the fees, charges and expenses
incurred by Landlord in connection with the consummation of the Assignment
Transaction, including without limitation title insurance costs, recording
fees, attorneys' fees, and documentation costs, and (ii) Tenant shall pay
all the fees, charges and expenses incurred by Tenant in connection with
the Assignment Transaction if the Closing does not occur for any reason
other than a default by Landlord which prevents the Closing.

10. FORECLOSURE. The parties hereby agree that,
notwithstanding any agreements between the parties to the contrary, at any
time after the consummation of the Assignment Transaction, the Assignee may
permit Landlord to foreclose on its interests in the Leasehold Estate
pursuant to the Deed of Trust.

11. FURTHER ASSURANCES. Each of the parties hereby agrees
that they will, at any time and from time to time upon written request by
the other party therefor, at each party's sole expense (unless the
requested action imposes a cost beyond that contemplated in this Agreement,
in which case the requesting party shall bear the expenses) and without the
assumption of any additional liability thereby, execute and deliver to the
requesting party, its successors and assigns, any new or confirmatory
instruments and take such further acts as the requesting party may
reasonably request to fully evidence the Assignment Transaction and to
enable the requesting party, its successors and assigns to fully realize
and enjoy the rights and interests to be assigned in connection with the
Assignment Transaction. The provisions of this Paragraph C.11 shall
survive the Closing.

12. TIME. Time is of the essence in the performance of the
parties' respective obligations hereunder.

IN WITNESS WHEREOF the parties hereto have executed this
Amendment as of the date first above written.

LANDLORD:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation

By: ___________________________________
Richard Pulido
Vice President

TENANT:

WRIGHT-CARLYLE PARTNERS, a California general
partnership

By: Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
Its General Partner

By: _________________________
Julie A. Strocchia
Vice President

By: Medical Office Buildings, Ltd., a
Washington limited partnership
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership
Its General Partner

By: Wright Runstad & Company, a
Washington corporation
Its General Partner

By: ____________________
Douglas E. Norberg
President

EXHIBIT A
---------

FORM OF ASSIGNMENT OF LESSEE'S INTEREST IN LEASE
------------------------------------------------

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

O'Melveny & Myers LLP
275 Battery Street
26th Floor
San Francisco, CA 94111
Attn: Stephen A. Cowan, Esq.

- --------------------------------------------------

ASSIGNMENT OF LESSEE'S INTEREST IN LEASE
----------------------------------------

This ASSIGNMENT OF LESSEE'S INTEREST IN LEASE (this
"ASSIGNMENT") is made as of ____________ ___, 199__, by WRIGHT-CARLYLE
PARTNERS, a California general partnership ("ASSIGNOR"), comprised of
Carlyle Real Estate Limited Partnership-IX, an Illinois limited partnership
("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited
partnership ("MOB"), in favor of ______________________, a
_________________________ ("ASSIGNEE").

For valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor hereby grants, conveys, transfers
and assigns to Assignee all of Assignor's rights, title and interest in, to
and under that certain Lease, dated as of February 1, 1977, with respect to
certain real property located in the County of Los Angeles, California and
more particularly described in EXHIBIT A attached hereto (the "PROPERTY"),
as amended by that certain First Amendment to Lease, dated as of July 16,
1979, by and between Landlord and MOB, as further amended by that certain
Second Amendment of Lease, dated as of December 19, 1985, by and between
Landlord and Tenant (as so amended, the "LEASE"), together with (i) any and
all rights, title, estates and interests of Assignor, in and to any
improvements and fixtures located on the Property, (ii) any and all rights
or easements appurtenant to the Property, and (iii) any and all rights,
title, estates and interests of Assignor in and to any subleases, if any,
relating to the Property (the Lease and the foregoing rights, titles,
estates, interests, and easements are referred to collectively herein as
the "LEASEHOLD ESTATE").

Assignor hereby covenants, warrants and represents to Assignee
that (i) prior to the execution of this Assignment, Assignor has not
conveyed the Leasehold Estate, or any right, title or interest therein to
any person other than Assignee, and (ii) the Leasehold Estate is, as of the
date hereof, free from encumbrances done, made, or suffered by Assignor, or
any person claiming under Assignor.

The execution of this Assignment has been duly authorized by
Assignor's constituent partners, constitutes a legally binding obligation
of Assignor, does not require the consent of any other parties, and does
not violate the provisions of any agreement to which Assignor is a party.

The provisions of this Assignment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

This Assignment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which when taken
together shall constitute one and the same instrument.

Assignee hereby confirms that Carlyle, its present and future
constituent partners, their respective successors and assigns, and any
persons or entities having a direct or indirect interest in Carlyle shall
not have any personal liability of any kind or nature under or in
connection with this Assignment. The foregoing shall not in any way affect
the effectiveness of this Assignment or limit the liability of Assignor or
MOB under this Assignment, regardless of whether Assignor or MOB have any
direct or indirect interest in Carlyle.

This Assignment shall not be amended except in a writing signed
by both Assignor and Assignee.

This Assignment shall be governed by and construed in
accordance with the laws of the State of California.

IN WITNESS WHEREOF, Assignor has caused its duly authorized
representatives to execute this Assignment as of the date first above
written.

ASSIGNOR: WRIGHT-CARLYLE PARTNERS, a California general
partnership

By: Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
Its General Partner

By: _________________________
Name:
Title:

By: Medical Office Buildings, Ltd., a
Washington limited partnership
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership
Its General Partner

By: Wright Runstad & Company, a
Washington corporation
Its General Partner

By: ____________________
Name:
Title:

EXHIBIT A
---------

LEGAL DESCRIPTION OF REAL PROPERTY
----------------------------------

STATE OF CALIFORNIA )
)
COUNTY OF _____________)

On ______________ ___, 199___, before me __________________________, a
Notary Public in and for said State, personally appeared
___________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

__________________________________
Notary Public, State of California

STATE OF CALIFORNIA )
)
COUNTY OF _____________)

On ____________ ___, 1997, before me __________________________, a
Notary Public in and for said State, personally appeared
___________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

__________________________________
Notary Public, State of California

EXHIBIT B
---------

FORM OF ASSIGNMENT OF LEASES
----------------------------

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

O'Melveny & Myers LLP
275 Battery Street
26th Floor
San Francisco, CA 94111
Attn: Stephen A. Cowan, Esq.

- --------------------------------------------------

THIS ASSIGNMENT OF LEASES (this "ASSIGNMENT"), is made by WRIGHT-
CARLYLE PARTNERS, a California general partnership ("ASSIGNOR"), comprised
of Carlyle Real Estate Limited Partnership-IX, an Illinois limited
partnership ("CARLYLE"), and Medical Office Buildings, Ltd., a Washington
limited partnership ("MOB"), in favor of ____________________________, a
___________________ ("ASSIGNEE").

RECITALS

A. Howard S. Wright Development Co., a Washington corporation, and MOB
entered into that certain Lease, dated as of February 1, 1977, as amended
by that certain First Amendment to Lease, dated as of July 16, 1979, by and
between The Prudential Insurance Company of America, a New Jersey
corporation ("PRUDENTIAL") (the successor-in-interest to Howard S. Wright
Development Co.) and MOB, as further amended by that certain Second
Amendment of Lease, dated as of December 19, 1985, by and between
Prudential and Assignor (the successor-in-interest to MOB), as further
amended by that certain Third Amendment to Lease, dated as of October 1,
1996, by and between Prudential and Assignor (as so amended, the "LEASE").

B. Pursuant to the Lease, Prudential has granted Assignor the right to
assign (the "ASSIGNMENT RIGHT") its leasehold estate in certain real
property described in ATTACHMENT A attached hereto, and the improvements
located thereon (the "LEASEHOLD ESTATE") to Assignee in exchange for
receiving from Prudential a covenant not to sue with respect to certain
obligations owed by Assignee to Prudential, all as more fully set forth in
the Lease.

C. Assignor has exercised the Assignment Right pursuant to the terms of
the Lease.

D. The Lease provides that in connection with exercising the Assignment
Right, Assignor shall assign to Assignee certain leases.

ASSIGNMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, Assignor hereby makes the following
assignment:

1. ASSIGNMENT OF TENANT LEASES. Assignor hereby assigns, sets
over and transfers to Assignee all of its right, title and interest in, to
and under those certain leases set forth in ATTACHMENT B attached hereto
and incorporated herein by this reference.

2. MISCELLANEOUS. This Assignment shall be governed by and
construed in accordance with the laws of the State of California and may
not be modified or amended in any manner other than by a written agreement
signed by both Assignee and Assignor.

3. EXCULPATION. Assignee hereby confirms that Carlyle, its
present and future constituent partners, their respective successors and
assigns, and any persons or entities having a direct or indirect interest
in Carlyle shall not have any personal liability of any kind or nature
under or in connection with this Assignment. The foregoing shall not in
any way affect the effectiveness of this Assignment or limit the liability
of Assignor or MOB under this Assignment, regardless of whether Assignor or
MOB have any direct or indirect interest in Carlyle.

4. COUNTERPARTS. This Assignment may be executed in counterparts,
each of which shall be an original and all of which counterparts taken
together shall constitute one and the same agreement.

IN WITNESS WHEREOF, Assignor has caused its duly authorized
representatives to execute this Assignment as of the date first above
written.

ASSIGNOR: WRIGHT-CARLYLE PARTNERS, a California general
partnership

By: Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
Its General Partner

By: _________________________
Name:
Title:

By: Medical Office Buildings, Ltd., a
Washington limited partnership
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership
Its General Partner

By: Wright Runstad & Company, a
Washington corporation
Its General Partner

By: ____________________
Name:
Title:

ATTACHMENT A
------------

LEGAL DESCRIPTION
-----------------

ATTACHMENT B
------------

[LEASES]
--------

STATE OF CALIFORNIA )
)
COUNTY OF _____________)

WITNESS my hand and official seal.

__________________________________
Notary Public, State of California

STATE OF CALIFORNIA )
)
COUNTY OF _____________)

On _____________ ___, 199___, before me __________________________, a
Notary Public in and for said State, personally appeared
___________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity on behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

__________________________________
Notary Public, State of California

EXHIBIT C
---------

FORM OF ASSIGNMENT OF CONTRACTS
-------------------------------

THIS ASSIGNMENT OF CONTRACTS (this "ASSIGNMENT"), is made by WRIGHT-
CARLYLE PARTNERS, a California general partnership ("ASSIGNOR"), comprised
of Carlyle Real Estate Limited Partnership-IX, an Illinois limited
partnership, and Medical Office Buildings, Ltd., a Washington limited
partnership, in favor of _______________ __________________, a
_____________________ ("ASSIGNEE").

RECITALS

C. Assignor has exercised the Assignment Right pursuant to the terms of
the Lease.

D. The Lease provides that in connection with exercising the Assignment
Right, Assignor shall assign to Assignee certain agreements.

ASSIGNMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, Assignor hereby makes the following
assignment:

1. ASSIGNMENT OF EQUIPMENT LEASES AND COMMISSION AGREEMENTS.
Assignor hereby assigns, sets over and transfers to Assignee, and Assignee
assumes, all of Assignor's rights, obligations, title, and interest in, to
and under (a) all service, supply, maintenance, utility and commission
agreements, and all equipment leases, described in ATTACHMENT A attached
hereto and incorporated herein by this reference, (b) all assignable
warranties and guaranties relating to the Leasehold Estate and that remain
in effect on the date hereof, and (c) all assignable licenses, permits and
other written authorizations necessary for the use, operation or ownership
of the Property.

3. COUNTERPARTS. This Assignment may be executed in counterparts,
each of which shall be an original and all of which counterparts taken
together shall constitute one and the same agreement.

4. EXCULPATION. Assignee hereby confirms that Carlyle, its
present and future constituent partners, their respective successors and
assigns, and any persons or entities having a direct or indirect interest
in Carlyle shall not have any personal liability of any kind or nature
under or in connection with this Assignment. The foregoing shall not in
any way affect the effectiveness of this Assignment or limit the liability
of Assignor or MOB under this Assignment, regardless of whether Assignor or
MOB have any direct or indirect interest in Carlyle.

IN WITNESS WHEREOF, Assignor has caused its duly authorized
representatives to execute this Assignment as of the date first above
written.

ASSIGNOR: WRIGHT-CARLYLE PARTNERS, a California general
partnership

By: Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
Its General Partner

By: _________________________
Name:
Title:

By: Medical Office Buildings, Ltd., a
Washington limited partnership
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership
Its General Partner

By: Wright Runstad & Company, a
Washington corporation
Its General Partner

By: ____________________
Name:
Title:

ATTACHMENT A
------------

[LIST OF CONTRACTS]
-------------------

EXHIBIT D
---------

FORM OF BILL OF SALE
--------------------

THIS BILL OF SALE (this "BILL OF SALE"), is made by WRIGHT-CARLYLE
PARTNERS, a California general partnership ("SELLER"), comprised of Carlyle
Real Estate Limited Partnership-IX, an Illinois limited partnership
("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited
partnership, in favor of ___________________ ________________, a
_____________________ ("BUYER").

RECITALS

A. Howard S. Wright Development Co., a Washington corporation, and MOB
entered into that certain Lease, dated as of February 1, 1977, as amended
by that certain First Amendment to Lease, dated as of July 16, 1979, by and
between The Prudential Insurance Company of America, a New Jersey
corporation ("PRUDENTIAL") (the successor-in-interest to Howard S. Wright
Development Co.) and MOB, as further amended by that certain Second
Amendment of Lease, dated as of December 19, 1985, by and between
Prudential and Seller (the successor-in-interest to MOB), as further
amended by that certain Third Amendment to Lease, dated as of October 1,
1996, by and between Prudential and Seller (as so amended, the "LEASE").

B. Pursuant to the Lease, Prudential has granted Seller the right to
assign (the "ASSIGNMENT RIGHT") its leasehold estate in certain real
property described in ATTACHMENT A attached hereto, and the improvements
located thereon (the "LEASEHOLD ESTATE") to Buyer in exchange for receiving
from Prudential a covenant not to sue with respect to certain obligations
owed by Buyer to Prudential, all as more fully set forth in the Lease.

C. Seller has exercised the Assignment Right pursuant to the terms of
the Lease.

D. The Lease provides that in connection with exercising the Assignment
Right, Seller shall convey to Buyer all of its right, title and interest to
all of the tangible personal property owned by Seller located on the Real
Property, and used in the ownership, operation and maintenance of the Real
Property, including the improvements constructed thereon, and all books,
records and files relating solely to the Real Property (herein collectively
called the "PERSONAL PROPERTY").

CONVEYANCE

NOW, THEREFORE, in consideration of the receipt of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration paid in hand by
Buyer to Seller, the receipt and sufficiency of which are hereby
acknowledged, Seller has GRANTED, CONVEYED, SOLD, TRANSFERRED, SET OVER and
DELIVERED and by these presents does hereby GRANT, SELL, TRANSFER, SET OVER
and DELIVER to Buyer, its legal representatives, successors and assigns,
all of its right, title and interest in and to all the Personal Property,
to have and to hold, all and singular, the Personal Property unto Buyer
forever.

Buyer hereby confirms that Carlyle, its present and future
constituent partners, their respective successors and assigns, and any
persons or entities having a direct or indirect interest in Carlyle shall
not have any personal liability of any kind or nature under or in
connection with this Bill of Sale. The foregoing shall not in any way
affect the effectiveness of this Bill of Sale or limit the liability of
Seller or MOB under this Bill of Sale, regardless of whether Seller or MOB
have any direct or indirect interest in Carlyle.

IN WITNESS WHEREOF, Seller has caused its duly authorized
representatives to execute this Bill of Sale as of the date first above
written.

SELLER: WRIGHT-CARLYLE PARTNERS, a California general
partnership

By: Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
Its General Partner

By: _________________________
Name:
Title:

By: Medical Office Buildings, Ltd., a
Washington limited partnership
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership
Its General Partner

By: Wright Runstad & Company, a
Washington corporation
Its General Partner

By: ____________________
Name:
Title:

ATTACHMENT A
------------

[LEGAL DESCRIPTION]
-------------------

EXHIBIT E
---------

PERMITTED EXCEPTIONS
--------------------

EXHIBIT F
---------

APPROVED LEASES
---------------

EXHIBIT G
---------

ANNUAL EFFECTIVE NET RENT AGREEMENT
-----------------------------------

October 1, 1996

Wright-Carlyle Partners
c/o Mr. H. Jon Runstad
1201 Third Avenue, Suite 2000
Seattle, Washington 98101

Re: Cedars-Sinai Medical Office Complex
Assignment of Lessor's Interest in Leases

Dear Jon:

Pursuant to Section 3, "NEGATIVE COVENANTS" of that certain Assignment of
Lessor's Interest in Leases dated January 15, 1991 (as amended, the
"Assignment") by and between Wright-Carlyle Partners ("W/C"), and
Prudential Insurance Company of America ("Prudential"), Prudential's
consent will not be required for entering into, renewing or amending any
Leases (i) that have a base term greater than three (3) years and less than
ten (10) years, (ii) that cover less than 10,000 aggregate square feet,
(iii) that are in the standard form of office lease previously approved by
Assignee, with no material changes, and (iv) that provide for a rental rate
not less than the "Annual Net Effective Rent". Section 3 of the Assignment
further provides that the Annual Net Effective Rent is to be agreed in
writing between Prudential and W/C. All capitalized terms used in this
letter and not defined will have the meanings ascribed to such terms in the
Assignment.

Pursuant to the provisions of said Section 3, Prudential hereby proposes
that the Annual Net Effective Rent be set at the following rates for the
respective calendar years outlined below:

Calendar Annual Net
Year Effective Rent
-------- -------------------

1996 $27.00
1997 $27.00

"Annual Net Effective Rent" is defined to be on a net rentable square
footage basis and will be calculated by taking the annual base rent
specified in the relevant lease (exclusive of operating expenses and real
estate tax pass-throughs paid by the tenant under the lease) and
subtracting from the annual base rent (A) any operating expenses or real
estate taxes paid by Assignor for the benefit of the tenant (e.g. expense
stops), and (B) any free rent given to the tenant (free rent will be
calculated on a net rentable square footage basis and will be amortized
over the term of the lease).

For example, if the annual base rent is $45.00 per net rentable square foot
and the annual expense stops for operating expenses and real estate taxes
are $10.00 and $1.50 per net rentable square foot respectively, the Annual
Net Effective Rent would be $33.50 net rentable square foot ($33.50 =
$45.00 - $10.00 - $1.50).

If you are in agreement with the terms contained herein, please execute
this letter in the space provided below.

Sincerely,

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation

By: _____________________________
Richard Pulido
Vice President

Accepted and agreed to as of October 1, 1996:

WRIGHT-CARLYLE PARTNERS,
a California General Partnership

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited Partnership,
a Washington limited partnership
General Partner

By: Wright Runstad & Company
a Washington limited corporation
General Partner

By: ___________________________
H. Jon Runstad
President

By: Carlyle Real Estate Limited Partnership-IX
an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
General Partner

By: ____________________________
Julie A. Strocchia
Vice President

EXHIBIT H
---------

FORM OF LIABILITY AGREEMENT
---------------------------

THIS LIABILITY AGREEMENT (this "AGREEMENT") is made as of
_____________ ___, 19___, by and between THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation ("PRUDENTIAL"), and WRIGHT-CARLYLE
PARTNERS, a California general partnership ("WCP"), comprised of Carlyle
Real Estate Limited Partnership-IX, an Illinois limited partnership
("CARLYLE"), and Medical Office Buildings, Ltd., a Washington limited
partnership ("MOB").

RECITALS

A. Howard S. Wright Development Co., a Washington corporation, and MOB
entered into that certain Lease, dated as of February 1, 1977, as amended
by that certain First Amendment to Lease, dated as of July 16, 1979, by and
between The Prudential Insurance Company of America, a New Jersey
corporation ("PRUDENTIAL") (the successor-in-interest to Howard S. Wright
Development Co.) and MOB, as further amended by that certain Second
Amendment of Lease, dated as of December 19, 1985, by and between
Prudential and WCP (the successor-in-interest to MOB), as further amended
by that certain Third Amendment to Lease, dated as of October 1, 1996, by
and between Prudential and WCP (as so amended, the "LEASE"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
set forth in the Lease.

B. The interests of WCP in the Leasehold Estate (as defined below) are
encumbered by that certain Deed of Trust, dated as of January 15, 1991, and
recorded in the Official Records of Los Angeles County (the "OFFICIAL
RECORDS") on January 15, 1991, as Instrument No. 91-63945, as amended by
that certain First Amendment to Deed of Trust, dated as of January 24,
1996, and recorded in the Official Records on January 25, 1996, as
Instrument No. 96-146121, as further amended by that certain Second
Amendment to Deed of Trust, dated as of October 1, 1996 (as so amended, the
"DEED OF TRUST"), which secures repayment of that certain loan ("LOAN")
evidenced by that certain Note Secured by Deed of Trust, dated as of
January 15, 1991, made by WCP in favor of Prudential, in the original
principal amount of Eighty-Six Million Dollars ($86,000,000), as amended by
that certain First Amendment to Loan Documents, dated as of January 24,
1996, as further amended by that certain Second Amendment to Loan
Documents, dated as of October 1, 1996 (as so amended, the "NOTE"). The
Deed of Trust and the Note as well as the other documents evidencing or
securing the Loan, as amended to date, are collectively referred to as the
"LOAN DOCUMENTS".

C. Under the terms of the Lease, Prudential granted WCP the right to
assign (the "ASSIGNMENT RIGHT") all of WCP's rights and interest under the
Lease, including, without limitation, all improvements constructed on the
Land (collectively, the "LEASEHOLD ESTATE") to an entity to be designated
by Prudential ("ASSIGNEE"), in exchange for receiving from Prudential a
covenant not to sue WCP with respect to WCP's obligations under the Lease
or the Loan Documents.

D. WCP has exercised the Assignment Right pursuant to the terms of the
Lease.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, and
other good and valuable consideration, the parties agrees as follows:

1. COVENANT NOT TO SUE BY PRUDENTIAL. Notwithstanding
anything to the contrary contained in the Lease or the Loan Documents,
Prudential, on behalf of itself and its successors and assigns, and all
persons claiming by under or through it, does hereby absolutely and
irrevocably covenant not to make any claim or pursue any right or remedy
against any one or more of WCP, and its direct and indirect partners, and
their respective partners, trustees, beneficiaries, officers, shareholders,
directors, agents, servants, contractors, employees, associated or
affiliated corporations, partnerships, and limited liability companies and
predecessors-in-interest (collectively, the "WCP PARTIES") for any claims,
rights, demands, actions, suits, causes of action, damages, counterclaims,
defenses, losses, cots, obligations, liabilities and expenses of every kind
or nature, known or unknown, suspected or unsuspected, fixed or contingent,
foreseen or unforeseen, arising out of or relating directly or indirectly
to any circumstances or state of facts pertaining to the Lease, any other
documents evidencing the Lease (the "LEASE DOCUMENTS"), the Leasehold
Estate, the Land or the Loan Documents, or any nonperformance of any
agreement or obligation related thereto, or any statements,
representations, acts or omissions, by any of the Borrower Parties in any
way connected with, relating to or affecting, directly or indirectly, the
Lease Documents or the Land or the Loan Documents or any security provided
thereunder.

2. NO RELEASE BY PRUDENTIAL. The parties agree that this
Agreement shall not constitute a release of WCP's obligations under the
Loan Documents.

3. RELEASE BY WCP. Notwithstanding anything to the contrary
contained in the Lease or the Loan Documents, WCP, on behalf of itself and
its successors and assigns, and all persons claiming by under or through
it, does hereby release Prudential, its partners, trustees, beneficiaries,
officers, shareholders, directors, agents, servants, contractors,
employees, associated or affiliated corporations, partnerships, and limited
liability companies and predecessors-in-interest (collectively, the
"PRUDENTIAL PARTIES") from any claims, rights, demands, actions, suits,
causes of action, damages, counterclaims, defenses, losses, cots,
obligations, liabilities and expenses of every kind or nature, known or
unknown, suspected or unsuspected, fixed or contingent, foreseen or
unforeseen, arising out of or relating directly or indirectly to any
circumstances or state of facts pertaining to the Lease, the Lease
Documents, the Leasehold Estate, the Land or the Loan Documents, or any
nonperformance of any agreement or obligation related thereto, or any
statements, representations, acts or omissions, by any of the Prudential
Parties in any way connected with, relating to or affecting, directly or
indirectly, the Lease Documents or the Land or the Loan Documents or any
security provided thereunder.

4. NO ASSUMPTION. WCP, on behalf of itself and its
constituent partners, agrees that neither this Agreement nor any of the
documents executed by WCP in connection with the Assignment shall
constitute an assumption by either ASSIGNEE] or Prudential of the
obligations of either WCP or its constituent partners under the Lease or
the Loan Documents.

5. ADVICE OF COUNSEL. Each party hereto agrees, represents
and warrants that it has had the advice of counsel of its own choosing in
the negotiation and preparation of this Agreement, that it has read the
provisions of this Agreement, and that it is fully aware of its contents
and legal effect.

6. EXCULPATION. Prudential hereby confirms that Carlyle,
its present and future constituent partners, their respective successors
and assigns, and any persons or entities having a direct or indirect
interest in Carlyle shall not have any personal liability of any kind or
nature under or in connection with this Agreement. The foregoing shall not
in any way affect the effectiveness of this Agreement or limit the
liability of WCP or MOB under this Agreement, regardless of whether WCP or
MOB have any direct or indirect interest in Carlyle.

7. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall constitute an original, and all of which,
together, shall constitute one document.

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.

PRUDENTIAL:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation

By: ___________________________________
Name:
Title:

WCP:

WRIGHT-CARLYLE PARTNERS, a California general
partnership

By: Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership
General Partner

By: JMB Realty Corporation, a
Delaware corporation
Its General Partner

By: _________________________
Name:
Title:

By: Medical Office Buildings, Ltd., a
Washington limited partnership
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership
Its General Partner

By: Wright Runstad & Company, a
Washington corporation
Its General Partner

By: ____________________
Name:
Title:

EXHIBIT 10-B
- ------------

OPTION AGREEMENT
----------------

This Option Agreement (this "AGREEMENT") is made as of October 1,
1996, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation ("PRUDENTIAL") and WRIGHT-CARLYLE PARTNERS, a California
general partnership, ("WCP"), comprised of Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership ("CARLYLE"), and Medical
Office Buildings, Ltd., a Washington limited partnership ("MOB").

RECITALS

A. Prudential owns fee title to certain real property (the "LAND")
located in Los Angeles, California, which Land is described in EXHIBIT A
attached hereto and incorporated herein by this reference.

B. WCP is currently the ground lessee and Prudential is the ground
lessor of the Land pursuant to that certain Lease, dated as of February 1,
1977, by and between Prudential's predecessor-in-interest, Howard S. Wright
Development Co., a Washington corporation, and WCP's predecessor-in-
interest, MOB, as amended by that certain First Amendment to Lease, dated
as of July 16, 1979, by and between Prudential and MOB, as further amended
by that certain Second Amendment of Lease, dated as of December 19, 1985,
by and between Prudential and WCP, as further amended by that certain Third
Amendment to Lease, dated as of even date herewith, by and between
Prudential and WCP (as so amended, the "LEASE"). WCP, or its predecessor
in interest, has constructed two (2) medical office buildings and attendant
parking garages (the "IMPROVEMENTS") on the Land.

C. The interests of WCP in the Lease (the "LEASEHOLD ESTATE") as well as
the Improvements are encumbered by that certain Deed of Trust, dated as of
January 15, 1991, and recorded in the Official Records of Los Angeles
County (the "OFFICIAL RECORDS") on January 15, 1991, as Instrument No. 91-
63945, as amended by that certain First Amendment to Deed of Trust, dated
as of January 24, 1996, and recorded in the Official Records on January 25,
1996, as Instrument No. 96-146121, as further amended by that certain
Second Amendment to Deed of Trust, dated as of even date herewith (as so
amended, the "DEED OF TRUST"), which secures repayment of that certain loan
("LOAN") evidenced by that certain Note Secured by Deed of Trust, dated as
of January 15, 1991, made by WCP in favor of Prudential, in the original
principal amount of Eighty-Six Million Dollars ($86,000,000), as amended by
that certain First Amendment to Loan Documents (the "FIRST AMENDMENT"),
dated as of January 24, 1996, and as further amended by that Second
Amendment to Loan Documents (the "SECOND AMENDMENT") dated as of even date
herewith (as so amended, the "NOTE"). The Deed of Trust and the Note as
well as the other documents, executed by WCP, evidencing or securing the
Loan, as amended to date, are collectively referred to as the "LOAN
DOCUMENTS". The Note was originally due and payable in full on January 14,
1996 (the "ORIGINAL MATURITY DATE").

D. WCP, in order to realize on the value, if any, it has in the
Leasehold Estate and Improvements (the "PROJECT") requested that Prudential
grant WCP an option to purchase Prudential's fee interest in the Land and
grant WCP an extension on the Loan to provide WCP the opportunity to find a
purchaser for the Land and the Project.

E. Prudential granted WCP an option to purchase the Land, pursuant to
that certain Option to Purchase (the "ORIGINAL OPTION"), dated as of
January 24, 1996, by and between Prudential and WCP, and extended the
Maturity Date pursuant to the First Amendment. In consideration of the
grant of the Original Option, WCP paid Prudential One Hundred Thousand
Dollars ($100,000). The Original Option expired on September 30, 1996, and
is of no further force or effect.

F. WCP, thus far, has been unable to find a purchaser for the Land and
the Project and has now requested that Prudential grant it an additional
option to purchase Prudential's fee interest in the Land and an additional
extension of the Loan to provide WCP additional time in which to find a
purchaser for the Land and the Project.

G. Prudential has agreed to grant WCP an additional option provided that
WCP pays an additional option fee and satisfies certain other conditions.

AGREEMENT

NOW THEREFORE, In consideration of the foregoing recitals and other
good and valuable consideration the parties hereby agree as follows:

1. OPTION. Commencing on the date hereof and ending at 5:00
p.m. (Eastern Daylight Time) on September 30, 1997, WCP is granted an
exclusive option (the "OPTION") to purchase Prudential's fee simple
interest in the Land for the Purchase Price (as defined in Paragraph 5,
below), on the terms and conditions set forth in the Purchase and Sale
Agreement (the "SALES CONTRACT") in the form of EXHIBIT B attached hereto.

2. EXERCISE OF OPTION. WCP can exercise the Option only by
unconditionally delivering to Prudential three (3) fully executed,
completed and dated counterparts of the Sales Contract on or before
September 30, 1997. Provided the executed copies of the Sales Contract are
in the proper form and further provided that they are timely delivered to
Prudential on or before 5:00 P.M. (Eastern Daylight Time) on September 30,
1997, Prudential shall, within three (3) business days of receipt, execute
all three (3) counterpart copies of the Sales Contract and open escrow with
the Escrow Agent (as defined below) by delivering one (1) fully executed
copy of the Sales Contract to Ticor Title Insurance Company, 700 South
Flower Street, Suite 900, Los Angeles, California 90017, Attention: Clark
McKinnon ("ESCROW AGENT") and delivering one (1) executed counterpart Sales
Contract to WCP. Escrow shall be deemed opened on delivery of an executed
counterpart Sales Agreement to Escrow Agent.

3. THIRD-PARTY TRANSACTION. WCP's exercise of the Option
shall be deemed to have been ineffective unless one of the following
conditions is satisfied on or before the date of closing of the acquisition
pursuant to the Option: (1) WCP has entered into a purchase and sale
agreement with a third-party purchaser unaffiliated with WCP whereby WCP is
selling the Land and Project to such third-party purchaser concurrently
with WCP's acquisition of the Land from Prudential; (2) WCP has entered
into such a third-party purchase and sale agreement but MOB has exercised
its right of first opportunity under the partnership agreement of WCP and
is purchasing the interest of Carlyle based on the purchase price
established by such third party purchase and sale agreement; (3) WCP and
Prudential have agreed in writing as to the fair market value of the
Project as of a date no earlier than sixty (60) days prior to the date of
the closing of the acquisition pursuant to the Option. WCP and Prudential
agree to act reasonably in reaching the agreement described in clause (3)
above. As used herein, "THIRD-PARTY AGREEMENT" means a third-party
agreement as described in any of clauses (1) or (2) above and "GROSS
CONSIDERATION" means the purchase price under the third-party agreement, as
amended from time-to-time, described in clause (1) and (2) above or the
agreed-upon value of the Project pursuant to clause (3) above.

4. OPTION FEE. WCP, as a condition precedent to the
effectiveness of this Agreement, shall pay Prudential Twenty-Five Thousand
Dollars ($25,000) (the "OPTION FEE"). If WCP timely delivers the Sales
Contract to Prudential as required under Paragraph 2 above, then the Option
Fee shall be deemed the Deposit (as defined in the Sales Contract) and
shall be credited against the Purchase Price due at closing of escrow or
otherwise paid or distributed as provided in the Sales Contract. The
Option Fee shall be retained by Prudential and not deposited with Escrow
Agent. Should WCP fail to deliver the executed Sales Contracts to
Prudential on or before September 30, 1997, or, if having delivered the
Sales Contract and before Prudential's deposit of the Sales Contract in
escrow, attempt to revoke the delivery of the Sales Contract, the Option
shall automatically be deemed terminated and void and of no force and
effect without the necessity of any action by either party or notice by
either party to the other, neither party shall thereafter have any further
rights or obligations to the other hereunder, and Prudential may retain the
Option Fee which shall have been fully earned unless Prudential defaults
under the Sales Contract.

5. PURCHASE PRICE. The Purchase Price shall be calculated
as follows:

a. If the Gross Consideration (as defined in Paragraph
3, above) is less than One Hundred Three Million Dollars ($103,000,000),
the "PURCHASE PRICE" shall be Sixteen Million Five Hundred Thousand Dollars
($16,500,000).

b. If the Gross Consideration is equal to or greater
than One Hundred Three Million Dollars ($103,000,000), the "PURCHASE PRICE"
shall be the greater of (1) Sixteen Million Dollars ($16,000,000) plus
fifteen percent (15%) of the Net Sales Proceeds (as defined in Paragraph
5.c, below), or (2) Sixteen Million Five Hundred Thousand Dollars
($16,500,000).

c. The term "NET SALES PROCEEDS" shall mean the Gross
Consideration less the sum of the following (the "AUTHORIZED DEDUCTIONS")
(1) all reasonable costs incurred by WCP in connection with acquiring the
Land from Prudential, (2) all reasonable costs incurred by WCP in
satisfying and discharging the Loan, and (3) all reasonable costs incurred
by WCP in selling the Land and Project (the "SALE EXPENSES"). No sums,
other than the Authorized Deductions, shall be deducted from the Gross
Consideration in determining the Net Sales Proceeds. WCP shall not incur
Sale Expenses (including transfer taxes and other payments associated with
the transfer of the title to the Land) in the in excess of two percent (2%)
of the Gross Consideration, without Prudential's prior written consent.
Any Sale Expenses incurred by WCP in excess of two percent (2%) of the
Gross Consideration, without Prudential's prior written consent, shall be
disregarded in determining the Net Sales Proceeds.

6. EVENTS OF DEFAULT. This Agreement shall be deemed
terminated and of no force and effect without the necessity of any action
by either party or notice by either party to the other and Prudential shall
be entitled to retain the Option Fee should an Event of Default occur under
any of the Loan Documents.

7. NOTICES. If either party hereto shall desire to give or
serve upon the other or Escrow Agent any notice, demand, request, or other
communication, each such notice, demand, request , or other communication
shall be in writing and shall be given or served upon the other party or
Escrow Agent by personal service or by certified, registered or express
mail postage prepaid or by prepaid commercial overnight express service or
other commercial courier, or telefacsimile, addressed as follows:

TO WCP: Carlyle Real Estate Limited Partnership-IX
c/o JMB Realty Corporation
Attn: Julie Strocchia
900 North Michigan Avenue
Chicago, Illinois 60611-1575
Telephone (312) 915-2348
FAX (312) 915-2399

WITH A COPY TO: Stevens A. Carey, Esq.
Pircher, Nichols & Meeks
1999 Avenue of the Stars
Suite 2600
Los Angeles, California 90067
Telephone: (310) 201-8904
FAX (310) 201-8922

Medical Office Buildings, Ltd.
c/o Wright Runstad & Company
Attn: Scott Price
1191 Second Avenue, Suite 2000
Seattle, Washington 98101-2933
Telephone: (206) 477-9000
FAX (206) 223-8791

WITH A COPY TO: Alan Wayte, Esq.
Dewey Ballantine
333 S. Hope Street, 30th Floor
Los Angeles, California 90071
Telephone (213) 626-3399
FAX (213) 625-0562

TO PRUDENTIAL: The Prudential Insurance Company
of America
One Ravinia Drive, Suite 1400
Atlanta, Georgia 30346
Attention: Richard E. Danley, Jr., Esq.
Associate Regional Counsel
Telephone (770) 395-8436
FAX (770) 512-0495

WITH A COPY TO: Stephen A. Cowan, Esq.
O'Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, California 94111
Telephone (415) 984-8735
FAX (415) 984-8701

Any notice, demand, request or other communication shall be deemed to have
been received upon the earlier of personal delivery thereof or two (2)
business days after having been deposited in the mail, as the case may be.

8. ASSIGNMENT. This Agreement and the Option are not
transferrable or assignable and any attempt to transfer, assign, grant or
otherwise convey this Agreement or the Option shall be null and void and shall
automatically terminate this Agreement and the Option without the necessity of
notice or any action by Prudential and in any such event, Prudential may
retain the Option Fee and such attempted transfer, assignment, grant or other
attempted conveyance shall constitute an Event of Default under the Loan
Documents.

9. INTERPRETATION. The parties acknowledge that each party and
its counsel have reviewed and revised this Agreement and that the normal rule
of construction that ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendment
or exhibit hereto.

10. RECORDATION. This Agreement shall not be recorded and shall
not be a lien against the Land or Project. In consideration of the grant of
the Option, WCP hereby waives any right to file a lis pendens action against
the Land and Project.

11. COUNTERPARTS. This Agreement may be executed in several
counterparts each of which shall be an original, but all of such counterparts
shall constitute one such agreement.

12. INTEGRATION. THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT
AMONG THE PARTIES IN CONNECTION WITH THE OPTION AND THERE ARE NO ORAL OR PAROL
AGREEMENTS, REPRESENTATIONS OR WARRANTIES EXISTING BETWEEN THE PARTIES
RELATING TO THE OPTION WHICH ARE NOT EXPRESSLY SET FORTH HEREIN AND COVERED
HEREBY. THIS AGREEMENT CANNOT BE MODIFIED EXCEPT IN WRITING ASSIGNED BY ALL
PARTIES.

13. DEFINED TERMS. Capitalized terms used, but not defined
herein, shall have the meaning provided for such terms in the Sales Contract.

14. EXCULPATION. Notwithstanding anything to the contrary
contained herein, in no event shall any present or future partner of Carlyle
or of Wright Runstad Associates Limited Partnership, a Washington limited
partnership ("WRALP"), which is a General Partner of MOB (or of any
partnership having a direct or indirect interest in Carlyle or WRALP), have
any personal liability under or in connection with this Agreement or the
Option (recourse against Carlyle or WRALP and persons having a direct or
indirect interest in Carlyle or WRALP being limited to the assets of Carlyle
or WRALP, respectively, excluding any negative capital account of any such
person).

15. MODIFICATIONS. This Agreement may be modified only by a
written agreement signed by each of the parties hereto.

16. DESCRIPTIONS; HEADINGS; CONSTRUCTION. The headings in this
Agreement are intended as references only and shall not in any way limit,
amplify or be used in interpreting the terms of this Agreement. The
masculine, feminine or neuter gender in the singular or plural shall be deemed
to include the other wherever the context of this Agreement so requires. This
Agreement shall not be construed against any party hereto as the drafters of
this Agreement.

17. GOVERNING LAWS. THIS AGREEMENT SHALL BE DEEMED TO BE MADE
UNDER THE LAWS OF THE STATE OF CALIFORNIA AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS THEREOF.

18. ATTORNEYS' FEES. If any party to this Agreement shall bring
any action or proceeding for any relief against the other, declaratory or
otherwise, arising out of this Agreement, the losing party shall pay to the
prevailing party a reasonable sum for attorneys' fees and costs incurred in
bringing or defending such action or proceeding and/or enforcing any judgment
granted therein, all of which shall be deemed to have accrued upon the
commencement of such action or proceeding and shall be paid whether or not
such action or proceeding is prosecuted to final judgment. Any judgment or
order entered in such action or proceeding shall contain a specific provision
providing for the recovery of attorneys' fees and costs, separate from the
judgment, incurred in enforcing such judgment. The prevailing party shall be
determined by the trier of fact based upon an assessment of which party's
major arguments or positions taken in the proceedings could fairly be said to
have prevailed over the other party's major arguments or positions on major
disputed issues. For the purposes of this section, attorneys' fees shall
include, without limitation, fees incurred in the following: (1)
post-judgment motions; (2) contempt proceedings; (3) garnishment, levy, and
debtor and third party examinations; (4) discovery; and (5) bankruptcy
litigation. This section is intended to be expressly severable from the other
provisions of this Agreement, is intended to survive any judgment and is not
to be deemed merged into the judgment.

19. SEVERABILITY. If any of the provisions of this Agreement
shall be held by any court of competent jurisdiction to be unlawful, void or
unenforceable for any reason as to any person or circumstance, such provision
or provisions shall be deemed severable from and shall in no way affect the
enforceability and validity of the remaining provisions of this Agreement.

20. PRUDENTIAL'S EXPENSES. WCP shall pay all of Prudential's
fees, charges and expenses incurred in connection with the negotiation and
preparation of this Agreement; provided, however, that Prudential shall pay
for all of the fees, charges and expenses incurred by Prudential in connection
with the consummation of the transactions contemplated hereby, and WCP shall
pay (i) all of the fees, charges and expenses incurred by WCP in connection
with the consummation of the transactions contemplated hereby, and (ii) all
title insurance costs, and recording fees.

21. TIME. Time is of the essence in the performance of the
parties' respective obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have authorized the
execution of this Agreement as of the date first written above.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation

By: ________________________________________
Richard Pulido
Vice President

WRIGHT-CARLYLE PARTNERS,
a California general partnership

By: Carlyle Real Estate Limited Partnership-IX, an
Illinois limited partnership
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner

By: ______________________________
Julie A. Strocchia
Vice President

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership,
Its General Partner

By: Wright Runstad & Company,
a Washington corporation,
Its General Partner

By: _________________________
Douglas E. Norberg
President

EXHIBIT A
---------

LEGAL DESCRIPTION
-----------------

EXHIBIT B
---------

PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

WRIGHT-CARLYLE PARTNERS

"PURCHASER"

AND

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

"SELLER"

Dated: _______________, 1997

PURCHASE AND SALE AGREEMENT
---------------------------

THIS PURCHASE AND SALE AGREEMENT (this "SALES CONTRACT") made this
_________day of ______________, 1997, by and between THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a New Jersey corporation ("SELLER"), and WRIGHT-CARLYLE
PARTNERS, a California general partnership ("PURCHASER").

ARTICLE I
---------

TERMS OF SALE
-------------

1.01 DEFINITIONS. The following terms are used in this Sales Contract:

H. "Closing" or "Closing Date" shall mean the date that the Deed is
recorded transferring title to the Land from the Seller to the Purchaser, or
its designee, and the Purchase Price and Loan Balance is paid to the Seller.

I. "Deed" shall mean a Grant Deed substantially in the form attached
hereto as EXHIBIT C.

J. "Deed of Trust" shall mean that certain Deed of Trust dated as of
July 15, 1991, executed by Purchaser for the benefit of Seller, as modified by
the First Amendment to Loan Documents dated as of January 15, 1996, as amended
further by that certain Second Amendment to Deed of Trust, dated as of October
1, 1996, which secures repayment of the Loan.

K. "Effective Date" shall mean the date on which Purchaser
unconditionally delivers a fully executed and completed counterpart of this
Sales Contract to each of Seller and the Escrow Agent together with the
Deposit.

L. "Escrow Agent" shall mean Ticor Title Insurance Company.

M. "Gross Consideration" is defined in Section 1.09.

N. "Ground Lease" shall mean that certain lease by and between
Seller, as lessor, and Purchaser, as lessee, dated February 1, 1977, as
amended by the First Amendment of Lease dated July 16, 1979, the Second
Amendment of Lease dated December 19, 1985, and the Third Amendment to Lease,
dated as of October 1, 1996.

O. "Land" shall mean that certain land located at 8631 and 8635 West
Third Street in the City and County of Los Angeles, State of California, as
more particularly described on EXHIBIT A attached hereto and forming a part
hereof.

P. "Law" shall mean federal, state or municipal statute, regulation
or ordinance.

Q. "Lease Termination Agreement" shall mean an agreement by and
between Seller and Purchaser terminating the Ground Lease, including, without
limitation, Purchaser's interests in the Project, and concurrently releasing
both Seller and Purchaser from any liability under the Ground Lease and in a
form reasonably satisfactory to Seller and Purchaser.

R. "Loan" shall mean that certain loan from Seller to Purchaser
evidenced by that certain Note Secured by Deed of Trust, made by Purchaser, as
maker, in favor of Seller, as holder, dated as of July 15, 1991 in the
original principal amount of Eighty-Six Million Dollars ($86,000,000).

S. "Loan Balance" shall mean the total of the outstanding principal
balance of the Loan and all unpaid interest thereon as of the Closing.

T. "Loan Documents" shall mean those documents executed by Borrower
evidencing and securing the Loan.

U. "Preliminary Title Report" is defined in Section 1.06.

V. "Project" shall mean all of the improvements constructed on the
Land.

W. "Purchase Price" is defined in Section 1.03.

X. "Second Amendment to Loan Documents" shall mean that agreement
between Seller and Buyer dated as of October 1, 1996, with respect to the Loan
Documents.

Y. "Third-Party Agreement" is defined in Section 1.09.

Z. "Title Company" shall mean Ticor Title Insurance Company.

AA. "Title Insurance Policy" shall mean an ALTA Form B (1970) Owner's
Policy.

1.02 AGREEMENT OF SALE AND PURCHASE. Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller, in fee simple, under
the terms and conditions hereinafter set forth, all of the Seller's right,
title, and interest in and to the Land, together with Seller's reversionary
interest in the Improvements and all appurtenances, rights, privileges, and
easements benefiting, belonging, or pertaining thereto.

1.03 DETERMINATION OF PURCHASE PRICE. The "Purchase Price" shall be
calculated as follows:

A) If the Gross Consideration is less than One Hundred Three
Million Dollars ($103,000,000), the "Purchase Price" shall be Sixteen Million
Five Hundred Thousand Dollars ($16,500,000).

B) If the Gross Consideration is equal to or greater than One
Hundred Three Million Dollars ($103,000,000), the "Purchase Price" shall be
the greater of (1) Sixteen Million Dollars ($16,000,000) plus fifteen percent
(15%) of the Net Sales Proceeds (as defined in Section 1.03.C, below), or (2)
Sixteen Million Five Hundred Thousand Dollars ($16,500,000).

C) The term "NET SALES PROCEEDS" shall mean the Gross
Consideration less the sum of the following (the "AUTHORIZED DEDUCTIONS") (1)
all reasonable costs incurred by Purchaser in connection with acquiring the
Land from Seller, (2) all reasonable costs incurred by Purchaser in satisfying
and discharging the Loan, and (3) all reasonable costs incurred by Purchaser
in selling the Land and Project (the "SALE EXPENSES"). No sums, other than
the Authorized Deductions, shall be deducted from the Gross Consideration in
determining the Net Sales Proceeds. Purchaser shall not incur Sale Expenses
(including transfer taxes and other payments associated with the transfer of
the title to the Land) in the in excess of two percent (2%) of the Gross
Consideration, without Seller's prior written consent. Any Sale Expenses
incurred by Purchaser in excess of two percent (2%) of the Gross
Consideration, without Seller's prior written consent, shall be disregarded in
determining the Net Sales Proceeds.

1.04 PAYMENT OF PURCHASE PRICE. The Purchase Price is payable as follows:

A) Twenty-Five Thousand Dollars ($25,000) (the "DEPOSIT") paid to and
to be held by Seller. The Deposit, which has been paid and will be applied
against the Purchase Price if the transaction contemplated by this Sales
Contract closes, is fully earned and is nonrefundable to Purchaser unless
Seller fails to close hereunder.

B) The balance of the Purchase Price, after deducting the Deposit and
other credits and adjustments, as provided herein, shall be delivered to the
Escrow Agent prior to Closing, by cash, cashier's check drawn on a California
bank, or wire transfer, at Purchaser's option.

Purchaser acknowledges that while not a part of the Purchase Price, but
as a condition precedent to the Closing, at Closing Purchaser shall deposit
additional sums with Escrow Agent which are sufficient to pay the outstanding
unpaid principal balance and accrued interest on the Loan (the "Loan
Balance").

1.05 TITLE. At Closing, Seller shall deliver through escrow the Deed,
conveying to the Purchaser (or its nominee) title to the Land in fee simple
and containing only those matters identified in the Title Documents, as
defined in Section 1.06, below, and those matters set out in EXHIBIT B hereto
(collectively, the "Permitted Exceptions"). Seller agrees not to cause or
permit any new title exceptions to encumber the Land after the Effective Date
which would remain in effect at Closing unless agreed to in writing by the
Purchaser. Purchaser agrees that any matter of title that first appears of
record subsequent to October 1, 1996, which matter was consented to or entered
into by Purchaser in writing or which matter results from Purchaser's
operation or management of the Improvements shall constitute a Permitted
Exception.

1.06 PRELIMINARY TITLE REPORT. Purchaser acknowledges that it has received a
Preliminary Title Report prepared by Ticor Title Insurance Company bearing
Order No. 96-00325B and dated as of October 7, 1996 together with complete and
legible copies of all exception instruments referred to therein (referred to
collectively as "Title Documents").

1.07 POSSESSION. On Closing, Seller shall convey and deliver the Land to
Purchaser (or its designee) subject only to the Permitted Exceptions, the
Ground Lease, the Improvements, exceptions waived by Purchaser and the rights
of possession of all tenants or subtenants.

1.08 SEPARATE LEGAL PARCEL. At Closing Seller shall convey and deliver the
Land to the Purchaser as a separate legal parcel or parcels in full compliance
with all subdivision laws.

1.09 THIRD-PARTY PURCHASER. This Sales Contract shall be deemed ineffective
unless one of the following conditions is satisfied on or before the Closing:
(1) Purchaser has entered into a purchase and sale agreement with a third-
party purchaser unaffiliated with Purchaser whereby Purchaser is selling the
Land and Project to such third-party purchaser concurrently with Purchaser's
acquisition of the Land from Seller; (2) Purchaser has entered into such a
third-party purchase and sale agreement but MOB has exercised its right of
first opportunity under the partnership agreement of Purchaser and is
purchasing the interest of Carlyle based on the purchase price established by
such third party purchase and sale agreement; (3) Purchaser and Seller have
agreed in writing as to the fair market value of the Project as of a date no
earlier than sixty (60) days prior to the date of the closing of the
acquisition pursuant to the Option. Purchaser and Seller agree to act
reasonably in reaching the agreement described in clause (3) above. AS USED
HEREIN, "THIRD-PARTY AGREEMENT" means a third-party agreement, as amended from
time-to-time, as described in any of clauses (1) or (2) above and "GROSS
CONSIDERATION" means the purchase price under the third-party agreement
described in clause (1) and (2) above or the agreed-upon value of the Project
pursuant to clause (3) above.

1.10 HAZARDOUS MATERIALS INDEMNITY AGREEMENT. The effectiveness of this
Sales Contract, is conditioned on Purchaser's execution of a Hazardous
Materials Indemnity Agreement in the form attached hereto as EXHIBIT D (the
"HAZARDOUS MATERIALS INDEMNITY AGREEMENT").

ARTICLE II
----------

CONDITIONS OF SALE
------------------

2.01 PURCHASER'S CLOSING CONDITIONS. Purchaser's obligation to purchase the
Land is subject to the following conditions being satisfied at the Closing,
each of which is for the benefit of Purchaser and any or all of which may be
waived by Purchaser:

A) the Seller is not in material breach of any covenants, warranties,
or representations under this Sales Contract; and

B) at Closing, the Title Company is ready, willing, and able to issue
the Title Insurance Policy in the amount of the Purchase Price insuring that
fee title to the Land is vested in the Purchaser in such condition as provided
in Section 1.05.

2.02 SELLER'S CLOSING CONDITIONS. Seller's obligation to sell the Land to
Purchaser is subject the following conditions being satisfied at the Closing:

A) the Purchaser is not in material breach of any covenants,
warranties or representations set forth in this Sales Contract; and

B) the Loan Balance is paid in full.

ARTICLE III
-----------

ESCROW - CLOSING MATTERS
-------------------------

3.01 ESCROW HOLDER. This Sales Contract constitutes joint escrow
instructions to the Escrow Agent, instructing it to consummate this sale upon
the terms and conditions set forth herein.

3.02 OPENING OF ESCROW. Within three (3) business days after the Effective
Date, Seller shall open an escrow with Escrow Agent and shall deposit with
Escrow Agent a fully executed counterpart of this Sales Contract for use as
escrow instructions.

3.03 PURCHASER'S DELIVERIES TO ESCROW. Purchaser shall, on or before the
Closing, deliver to Escrow Agent:

A) the balance of the Purchase Price pursuant to Section 1.04.B and
all of Purchaser's closing costs;

B) an executed counterpart of the Lease Termination Agreement in
recordable form; and

C) sums, in the form of cash, wire transfer or certified check drawn
on a California bank necessary to satisfy the entire Loan Balance, as the same
may be reduced by the Prepayment Credit (as defined in the Second Amendment to
Loan Documents), if any.

3.04 SELLER'S DELIVERIES TO ESCROW. Seller shall, on or before two (2)
business days before the Closing, deliver or cause to be delivered to Escrow
Agent:

A) the Deed, executed and duly acknowledged by Seller and acceptable
for recording;

B) such evidence or documents as may be reasonably required by the
Purchaser or the title company evidencing the status and capacity of Seller
and the authority of the person or persons who are executing the various
documents on behalf of the Seller in connection with the sale of the Land;

C) a Federal and California Certification of Non-Foreign Status
executed by Seller;

D) a full reconveyance of the Deed of Trust (the "FULL
RECONVEYANCE"); and

E) an executed counterpart of the Lease Termination Agreement in
recordable form.

3.05 CLOSING.

A) Provided the Closing Conditions of Sections 2.01 and 2.02 have
been satisfied or waived by the Purchaser and Seller, respectively, Closing
under this Sales Contract shall take place on a business day specified by
Purchaser upon three (3) business days notice provided, however, Purchaser
shall have the unilateral right to extend such date (Purchaser shall provide
Seller with at least three (3) business days notice of such extended date for
Closing), but in any event on or before September 30, 1997 (the "CLOSING
DATE").

B) Upon Closing, the Escrow Agent shall:

1. cause the Deed to be recorded in the County where the Land is
located;

2. cause the Full Reconveyance to be delivered;

3. cause the Lease Termination Agreement to be recorded;

4. cause Title Company to deliver to Purchaser the title
insurance policy referred to in Section 2.01.B); and

5. after any necessary adjustments to reflect the proration of
rent payable under the Ground Lease, as provided herein, disburse to Seller
the balance of the Purchase Price and the entire Loan Balance.

3.06 PRORATIONS. There shall be no prorations other than for the ground rent
paid or payable under the Ground Lease, and only to the extent ground rent
under the Ground Lease has been paid or is due and payable. Without limiting
the generality of the foregoing, the October 1, 1997 installment shall not be
prorated if the Closing occurs before October 1, 1997.

3.07 PURCHASER'S CLOSING COSTS. Purchaser shall pay all costs of closing
including, but not limited to, the following: (a) all escrow fees or escrow
termination charges; (b) all recording and reconveyance fees; (c) any transfer
fees or taxes; (d) encumbrance or reconveyance fees; and (e) all title
insurance premiums. Seller shall pay all of its own attorney's fees and
expenses incurred in connection with the transaction contemplated hereby.

3.08 DELAY IN CLOSING; AUTHORITY TO CLOSE. Subject to Purchaser's right to
specifically enforce this Sales Contract or sue for damages, or both, if
Escrow Agent is unable to close the transaction contemplated by this Sales
Contract on or before September 30, 1997, then this Sales Contract shall be
automatically terminated and be of no force and effect without the necessity
of any action by either party or notice by either party to the other and
Seller may retain the Deposit unless the Closing fails to occur by reason of
Seller's default, in which case the Deposit shall be returned to Buyer.

ARTICLE IV
----------

REPRESENTATIONS AND WARRANTIES
------------------------------

4.01 SELLER'S REPRESENTATIONS AND WARRANTIES.

A) Seller represents and warrants now and as of the Closing Date the
persons executing this Sales Contract on behalf of Seller are authorized to
execute the same on behalf of Seller and Seller's obligations hereunder this
Sales Contract are legally binding, do not require the consent of any other
parties and do not violate the provisions of any agreement to which Seller is
a party.

B) Seller represents that, to Seller's Actual Knowledge, the Land is
not subject to liens, encumbrances or other exceptions to title, other than
(i) those exceptions evidenced by the Preliminary Title Report and (ii) any
exceptions relating to unpaid real estate taxes, whether or not identified on
the Preliminary Title Report. For the purposes of this Sales Contract,
"Seller's Actual Knowledge" shall mean the actual knowledge of Richard Pulido.

4.02 PURCHASER'S REPRESENTATIONS AND WARRANTIES. The persons executing this
Sales Contract on behalf of Purchaser are authorized to execute the same on
behalf of Purchaser. Purchaser's obligations hereunder are legally binding,
do not require the consent of any other parties and do not violate the
provisions of any agreement to which Purchaser is a party.

ARTICLE V
---------

REMEDIES
--------

5.01 PURCHASER'S DEFAULT. LIQUIDATED DAMAGES. IT IS AGREED BY AND BETWEEN
SELLER AND PURCHASER THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL, IF
NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF
DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER'S DEFAULT
AND FAILURE TO CLOSE ESCROW UNDER THE TERMS OF THIS SALES CONTRACT.
ACCORDINGLY, PURCHASER AND SELLER AGREE THAT IN THE EVENT THAT, AFTER ALL
CONDITIONS ARE SATISFIED OR WAIVED, PURCHASER SHOULD DEFAULT AND FAIL TO CLOSE
ESCROW UNDER THE TERMS OF THIS SALES CONTRACT, THEN AS SELLER'S SOLE AND
EXCLUSIVE REMEDY UNDER THIS SALES CONTRACT, SELLER MAY RETAIN THE DEPOSIT AS
LIQUIDATED DAMAGES. PURCHASER AND SELLER AGREE THAT SAID AMOUNT IS REASONABLE
UNDER THE CIRCUMSTANCES OF THIS TRANSACTION.

THE PRUDENTIAL INSURANCE WRIGHT-CARLYLE PARTNERS
COMPANY OF AMERICA

By:____________________ By: ____________________
General Partner

By: ____________________
General Partner

5.02 SELLER'S DEFAULT. If Seller materially defaults hereunder then Purchaser
shall be entitled to the remedy of specific performance or damages, or both.
Purchaser agrees that the remedy of specific performance shall be specifically
conditioned on Purchaser's paying the entire Loan Balance as well as the
Purchase Price; provided, however, that in no event shall Seller be obligated
to remove any title exceptions that were not recorded or entered into by
Seller.

ARTICLE VI
----------

DISCLAIMERS
-----------

6.01 AS IS; DISCLAIMER OF WARRANTIES. PURCHASER HEREBY COVENANTS AND AGREES
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
SALES CONTRACT OR THE DEED, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND WHATSOEVER, EXPRESS OR IMPLIED, MADE BY SELLER IN CONNECTION WITH THIS
SALES CONTRACT, PURCHASER'S ACQUISITION OF THE LAND, THE LAND'S CONDITION OR
THE LAND'S SUITABILITY FOR PURCHASER'S INTENDED USE; (B) PURCHASER HAS OR
PRIOR TO THE CLOSING WILL HAVE FULLY INVESTIGATED THE LAND AND ALL MATTERS
PERTAINING THERETO; (C) SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY
(INCLUDING AS TO ACCURACY OR COMPLETENESS) REGARDING ANY OF SELLER'S MATERIALS
OR OTHER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER; (D) PURCHASER, IN
ENTERING INTO THIS SALES CONTRACT AND IN COMPLETING ITS PURCHASE OF THE LAND,
IS RELYING ENTIRELY ON ITS OWN KNOWLEDGE AND INVESTIGATION OF THE LAND BASED
ON ITS EXTENSIVE EXPERIENCE IN AND KNOWLEDGE OF THE LAND; (E) PURCHASER IS, OR
PRIOR TO CLOSING WILL BE, AWARE OF ALL ZONING AND LAND USE REGULATIONS, OTHER
GOVERNMENTAL REQUIREMENTS, SITE AND PHYSICAL CONDITIONS, AND OTHER MATTERS
AFFECTING THE USE AND CONDITION OF THE LAND; AND (F) PURCHASER SHALL PURCHASE
THE LAND IN "AS IS" CONDITION AS OF THE DATE OF CLOSING. EXCEPT AS EXPRESSLY
PROVIDED IN SECTION 4.01 OF THIS SALES CONTRACT OR THE DEED, SELLER HEREBY
DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING
WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO
THE LAND, OR ITS CONDITION OR SUITABILITY FOR PURCHASER'S INTENDED USE.
PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER HAS, OR PRIOR TO CLOSING WILL
HAVE, CONDUCTED A DILIGENT INVESTIGATION OF THE LAND WITH REGARD TO ITS
CONDITION, PERMITTED USE, AND SUITABILITY FOR PURCHASER'S INTENDED USE
THEREOF, AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO PURCHASER AND HAS
EMPLOYED SUCH INDEPENDENT PROFESSIONALS IN CONNECTION THEREWITH AS DEEMED
NECESSARY BY PURCHASER.

FURTHER, AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS
SALES CONTRACT, SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON OR
BENEATH THE LAND (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS SUBSTANCES
OR MATERIALS WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL,
STATE OR FEDERAL LAW, STATUTE, ORDINANCE RULE, OR REGULATION PERTAINING TO
ENVIRONMENTAL OR SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE.
BY ACCEPTANCE OF THIS SALES CONTRACT AND THE DEED, PURCHASER ACKNOWLEDGES AND
AGREES THAT PURCHASER'S OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH
LAND (AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE
PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE
ON OR BENEATH THE LAND (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH
HAZARDOUS SUBSTANCES OR MATERIALS.

FURTHER, AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS
SALES CONTRACT, PURCHASER WAIVES ITS RIGHT TO RECOVER FROM SELLER OR SELLER'S
AFFILIATES OR SUBSIDIARIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS,
PARTICIPANTS, EMPLOYEES, CONTRACTORS, CONSULTANTS, REPRESENTATIVES OR AGENTS,
AND RELEASES EACH OF THE FOREGOING FROM ANY AND ALL DAMAGES, LOSSES,
LIABILITY, COSTS OR EXPENSES WHATSOEVER (INCLUDING ATTORNEYS' FEES AND COSTS)
AND CLAIMS THEREFOR, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, WHICH MAY ARISE FROM OR BE RELATED TO (A) THE CONDITION OF THE
LAND AND/OR (B) THE LAND'S COMPLIANCE, OR LACK OF COMPLIANCE WITH ANY LAW OR
REGULATION APPLICABLE THERETO INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42
U.S.C. SECTIONS 9601 ET SEQ.) THE CLEAN WATER ACT (33 U.S.C. SECTIONS 466 ET
SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. SECTIONS 1401-1450), THE
HAZARDOUS MATERIALS TRANSACTION ACT (49 U.S.C. SECTIONS 1801 ET SEQ.), THE
TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTIONS 2601-2629), THE CALIFORNIA
HAZARDOUS SUBSTANCES ACT (HEALTH & SAFETY CODE SECTIONS 25100-25600), THE
CALIFORNIA PORTER-COLOGNE WATER QUALITY CONTROL ACT (WATER CODE SECTIONS 13020
ET SEQ.), AND ALL REGULATIONS, RULINGS, AND ORDERS PROMULGATED OR ADOPTED
PURSUANT THERETO (COLLECTIVELY, "ENVIRONMENTAL LAWS"). PURCHASER EXPRESSLY
WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH
PROVIDES AS FOLLOWS:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."

IN THIS CONNECTION AND TO THE EXTENT PERMITTED BY LAW, PURCHASER HEREBY
AGREES, REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT
FACTUAL MATTERS NOW UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO
CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS,
LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND
UNSUSPECTED, AND PURCHASER FURTHER AGREES REPRESENTS AND WARRANTS THAT THE
WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF
THAT REALIZATION AND THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE,
DISCHARGE AND ACQUIT SELLER AND SELLER'S AFFILIATES AND SUBSIDIARIES AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, PARTICIPANTS, EMPLOYEES, CONTRACTORS,
CONSULTANTS, REPRESENTATIVES AND AGENTS FROM ANY SUCH UNKNOWN CAUSES OF
ACTION, CLAIMS DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND
EXPENSES WHICH MIGHT IN ANY WAY BE INCLUDED IN THE WAIVERS AND MATTERS
RELEASED AS SET FORTH IN THIS PARAGRAPH 6.01. THE PROVISIONS OF THIS
PARAGRAPH 6.01 ARE MATERIAL AND INCLUDED AS A MATERIAL PORTION OF THE
CONSIDERATION GIVEN TO SELLER BY PURCHASER IN EXCHANGE FOR SELLER'S
PERFORMANCE HEREUNDER.

SELLER HAS GIVEN PURCHASER MATERIAL CONCESSIONS REGARDING THIS
TRANSACTION IN EXCHANGE FOR PURCHASER AGREEING TO THE PROVISIONS OF THIS
PARAGRAPH 6.01 OF THIS SALES CONTRACT. THE PROVISIONS OF THIS PARAGRAPH 6.01
SHALL BE DEEMED REMADE AT CLOSING AND IF REQUESTED BY SELLER, PURCHASER SHALL
EXECUTE AND DELIVER TO SELLER A CERTIFICATE CONFIRMING THAT THESE PROVISIONS
HAVE BEEN REAFFIRMED AT CLOSING. SELLER AND PURCHASER HAVE EACH SIGNED THIS
PARAGRAPH 6.01 TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND
EVERY PROVISION HEREOF.

THE PRUDENTIAL INSURANCE WRIGHT-CARLYLE PARTNERS
COMPANY OF AMERICA

By:______________________ By: ________________________
General Partner

By: ________________________
General Partner

ARTICLE VII
-----------

MISCELLANEOUS
-------------

7.01 NOTICES. All waivers, elections, options, notices, demands, and
consents which either party may be required or may desire to give under this
Sales Contract ("Notice") shall be in writing and shall be effective when
telecopied to the fax numbers indicated below, when personally delivered, or
when deposited in an official United States Postal Service office or branch or
official depository maintained by the United States Postal Service, by
certified or registered mail, postage prepaid, return receipt requested,
addressed as follows:

TO SELLER AT: The Prudential Insurance Company of
America
One Ravinia Drive, Suite 1400
Atlanta, Georgia 30346-2110
Attn: Richard Pulido
Telephone (770) 395-8432
FAX (770) 512-0495

WITH A COPY TO: The Prudential Insurance Company of
America
One Ravinia Drive, Suite 1400
Atlanta, Georgia 30346-2110
Attn: Richard E. Danley, Jr.
Telephone (770) 395-8600
FAX (770) 512-0495

TO PURCHASER AT: Carlyle Real Estate Limited
Partnership-IX
c/o JMB Realty Corporation
Attn: Julie Strocchia
900 North Michigan Avenue
Chicago, Illinois 60611-1575
Telephone (312) 440-4800
FAX (312) 915-2399

WITH A COPY TO: Stevens A. Carey, Esq.
Pircher, Nichols & Meeks
1999 Avenue of the Stars
Suite 2600
Los Angeles, California 90067
FAX (310) 201-8922

Medical Office Buildings, Ltd.
c/o Wright Runstad & Company
Attn: Scott Price
1191 Second Avenue, Suite 2000
Seattle, Washington 98101-2933
Telephone: (206) 477-9000
FAX (206) 223-8791

WITH A COPY TO: Alan Wayte, Esq.
Dewey Ballantine
333 S. Hope Street, 30th Floor
Los Angeles, California 90071
Telephone (213) 626-3399
FAX (213) 625-0562

or such other address as either party may hereafter indicate by written notice
to the other.

Notice also may be given by Federal Express or other overnight courier
service, in which event such Notice shall be deemed given on delivery.

7.02 CERTIFICATION OF NON-FOREIGN STATUS.

A) No later than one (1) business days before Closing, Seller
shall deliver to Purchaser a Certification of Non-Foreign Status under Federal
law and under California law duly executed.

B) Anything herein contained to the contrary notwithstanding,
in the event Seller is a "foreign person" (as defined in Internal Revenue Code
Section 1445 or under Sections 18805 and 26131 of the California Taxation and
Revenue Code or in the event Seller fails or refuses to deliver the
Certification of Non-Foreign Status described in (A) of this Section 7.02, or
in the event Purchaser receives notice from any seller-transferor's agent or
purchaser-transferee's agent (each as defined in Internal Revenue Code Section
1445 and the regulations issued thereunder) that, or Purchaser has actual
knowledge that, such Certification is false, Purchaser shall deduct and
withhold from the Purchase Price a tax equal to ten (10%) percent thereof, as
required by Internal Revenue Code Section 1445. In the event of any such
withholding, Seller's obligation to deliver title hereunder shall not be
excused or otherwise affected, and Purchaser shall pay over such withheld
amount to the Internal Revenue Service and shall file such form as may be
required thereby. In the event of any claimed over-withholding, Seller shall
be limited solely to an action against the Internal Revenue Service for a
refund, and Seller hereby waives any right of action against Purchaser on
account of such withholding.

7.03 ATTORNEYS' FEES/WAIVER OF JURY TRIAL. If either party hereto files any
action or brings any proceeding against the other arising out of this Sales
Contract, or is made a party to any action or proceeding brought by the Escrow
Agent, then as between Purchaser and Seller, the prevailing party shall be
entitled to recover as an element of its costs of suit, and not as damages,
reasonable attorneys' fees to be fixed by the court. The "prevailing party"
shall be the party who is entitled to recover its costs of suit, whether or
not suit proceeds to final judgment. A party not entitled to recover costs
shall not be entitled to recover attorneys' fees. The parties each waive
their respective rights to trial by jury of any cause of action, claim,
counterclaim or cross-complaint in any action, proceeding and/or hearing
brought by either against the other, as to any matter whatsoever arising out
of or in any way connection with this Sales Contract.

7.04 BROKERS. Purchaser shall indemnify and hold Seller harmless from any and
all claims, demands, liabilities or damages arising out of a claim by any
party for a brokers fee or finders fee in connection with this transaction.

7.05 INTEGRATION. This Sales Contract and the exhibits attached hereto shall
constitute the entire agreement between Seller and Purchaser and supersede any
and all prior written or oral agreements, representations, and warranties
between and among the parties and their agents, all of which are merged into
or revoked by this Sales Contract, with respect to its subject matter.

7.06 MODIFICATION. No modification, approval, waiver, amendment, discharge,
or change of any condition or matter that may be approved or waived in this
Sales Contract shall be valid unless the same is in writing and signed by the
party against which the enforcement of such modification, waiver, approval,
amendment, discharge, or change is or may be sought.

7.07 SEVERABILITY. In the event any term, covenant, condition, provision, or
agreement contained herein is held to be invalid, void, or otherwise
unenforceable, by any court of competent jurisdiction, such holding shall in
no way affect the validity or enforceability of any other term, covenant,
condition, provision, or agreement contained herein.

7.08 GOVERNING LAW. This Sales Contract and the obligation of the parties
hereunder shall be interpreted, construed, and enforced in accordance with the
laws of the State of California.

7.09 TERMINOLOGY. All personal pronouns used in this Sales Contract, whether
used in the masculine, feminine, or neuter gender, shall include all other
genders; the singular shall include the plural and vice versa. "Business day"
means other than Saturday, Sunday, or holiday observed by nationally chartered
banks. In the event that the time for performance of an act under this Sales
Contract falls on a Saturday, Sunday, or holiday observed by nationally
chartered banks, the date for performance of such act shall be extended to the
next business day.

7.10 COUNTERPARTS. This Sales Contract may be executed in multiple
counterparts, each of which shall be deemed to be an original agreement, and
all of which shall constitute one agreement by each of the parties hereto to
be effective as of the Effective Date.

7.11 BINDING EFFECT. Except as otherwise herein provided, this Sales
Contract shall be binding upon and inure to the benefit of the parties hereto.

7.12 ASSIGNABILITY. Subject to the provisions of this Section 7.12, this
Sales Contract is transferrable or assignable only at close of escrow for the
purpose of avoiding multiple deeds of conveyance and the payment of multiple
transfer taxes and any attempt to transfer, assign, grant or otherwise convey
this Sales Contract other than as limited herein shall be null and void and
shall automatically terminate this Sales Contract without the necessity of
notice or any action by Seller and in any such event, Seller may retain the
Deposit and such attempted transfer, assignment, grant or other attempted
conveyance other than as limited herein shall constitute an Event of Default
under the Loan and Extension Agreement. Purchaser's right to transfer or
assign this Sales Contract at Closing as permitted above is conditional on
such assignee or transferee delivering to Seller a binding and enforceable
assumption, in form and content reasonably acceptable to Seller, of the
provisions of Article VI. Notwithstanding such Assignment, Purchaser shall
remain fully bound and obligated to Seller under the terms of the Hazardous
Materials Indemnity Agreement.

7.13 SURVIVAL OF PROVISIONS. Unless otherwise specifically so provided
herein, covenants, representations and warranties herein shall survive the
Closing, except for the representations set forth in Section 4.01(B), which
shall not survive Closing by reason of Purchaser's securing title insurance.

7.14 CAPTIONS. Article and section titles or captions contained herein are
inserted as a matter of convenience and for reference, and in no way define,
limit, extend, or describe the scope of this Sales Contract or any provisions
hereof. Unless the context indicates otherwise, all reference to section
numbers herein shall mean the sections of this Sales Contract.

7.15 NO DEFAULT. Notwithstanding anything in this Sales Contract to the
contrary, this Sales Contract shall be automatically terminated and be of no
force or effect without the necessity of any action by any party or any notice
by any party to the other hereto if Purchaser shall permit an Event of Default
to occur under the Loan.

7.16 DEFINED TERMS. Capitalized terms used, but not defined herein, shall
have the meaning provided for such terms in the Option To Purchase or Second
Amendment to Loan Documents, as the case may be.

7.17 TIME. Time is of the essence in the performance of the parties'
respective obligations hereunder.

7.18 EXCULPATION. Notwithstanding anything to the contrary contained herein,
in no event shall any present or future partner of Carlyle Real Estate Limited
Partnership-IX, an Illinois limited partnership ("Carlyle"), which is a
General Partner of Borrower, or of Wright Runstad Associates Limited
Partnership, a Washington limited partnership ("WRALP"), which is a General
Partner of Medical Office Buildings, Ltd., a General Partner of Borrower (or
of any partnership having a direct or indirect interest in Carlyle or WRALP),
have any personal liability under or in connection with this Sales Contract
(recourse against Carlyle or WRALP and persons having a direct or indirect
interest in Carlyle or WRALP being limited to the assets of Carlyle or WRALP,
respectively, excluding any negative capital account of any such person).

7.19 THIRD PARTIES. Nothing contained herein, express or implied, is
intended to or shall confer upon any person or entity, other than the parties
hereto, any rights or remedies under or by reason of this Sales Contract.

[continued on next page]

PURCHASER: WRIGHT-CARLYLE PARTNERS,
a California general partnership,
by its general partners:

By: Carlyle Real Estate Limited Partnership-IX,
an Illinois limited partnership,
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner

By: ________________________
Name:
Title:

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership,
Its General Partner

By: Wright Runstad & Company, a
Washington corporation, Its General Partner

By: ___________________
Name:
Title:

SELLER: THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation

By: ___________________________
Name:
Title:

EXHIBIT A
---------

Legal Description

EXHIBIT B
---------

Permitted Exceptions

EXHIBIT C
---------

Grant Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

___________________________
___________________________
___________________________
___________________________
___________________________

______________________________________________________________________

GRANT DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation ("GRANTOR"), hereby GRANTS to WRIGHT-CARLYLE PARTNERS, a
California general partnership ("GRANTEE") that certain real property located
in the County of Los Angeles, State of California and more particularly
described in EXHIBIT A attached hereto and incorporated herein by this
reference (the "PROPERTY"), together with Grantor's reversionary interest in
all improvements located thereon and all rights, privileges, easements and
appurtenances of Grantor appertaining to the Property and all right, title and
interest of Grantor in, to and under adjoining streets, rights of way and
easements.

IN WITNESS WHEREOF, Grantor has caused its duly authorized
representatives to execute this instrument as of the date hereinafter written.

DATED: ___________ ___, 199__

GRANTOR:

THE PRUDENTIAL INSURANCE COMPANY OF
OF AMERICA, a New Jersey
Corporation

By: ____________________________
Name:
Title:

STATE OF CALIFORNIA )
)
COUNTY OF _____________)

On ___________ ___, 199___, before me __________________________, a
Notary Public in and for said State, personally appeared
___________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity on
behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

__________________________________
Notary Public, State of California

EXHIBIT D
---------

HAZARDOUS MATERIALS INDEMNITY AGREEMENT

THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (this "AGREEMENT") MADE
this _________day of ______________, 1997, by WRIGHT-CARLYLE PARTNERS, a
California general partnership ("INDEMNITOR"), in favor of THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("INDEMNITEE").

RECITALS

A. Indemnitor and Indemnitee have entered into that certain Purchase
and Sale Agreement (the "SALES CONTRACT"), dated as of even date herewith,
whereby Indemnitee has agreed to sell and Indemnitor has agreed to purchase
certain real property described in Exhibit A thereto (the "PROPERTY"), on the
terms and conditions set forth therein. All capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in the Sales
Contract.

B. In consideration for Indemnitee's agreement to convey the Property
to Indemnitor and as a condition precedent to the effectiveness of the Sales
Contract, Indemnitor has agreed to indemnify Indemnitee as set forth in this
Agreement.

AGREEMENT

1. INDEMNIFICATION. If, after Closing, Indemnitor discovers
any Hazardous Materials, asbestos or asbestos-bearing materials or any other
environmental condition subject to legal requirements for corrective action on
or affecting the land or any improvements thereon, Indemnitor shall
immediately notify Indemnitee, and cause the condition to be corrected in
accordance with applicable law. Indemnitor shall protect, defend, indemnify
and hold Indemnitee and Indemnitee's affiliates and subsidiaries and their
respective officers, directors, participants, employees, contractors,
consultants, representatives and agents free and harmless from and against and
all claims, demands, liability, damages, costs and expenses, including,
without limitation, investigatory expenses, clean-up costs and actual
reasonable attorneys' fees of whatever kind or nature, whether arising on,
before or after the date of this Sales Contract, that arise from or in any way
are connected with (a) the physical condition of the Property or the
improvements thereon or any other aspect of the Property or the improvements
thereon, no matter whether or not earlier discoverable and any efforts of
Indemnitor and/or its contractors to correct the same, or (b) in enforcing
this Agreement.

2. HAZARDOUS MATERIALS. For the purposes of this Agreement,
the term "Hazardous Materials" shall mean hazardous substances or materials
which are categorized as hazardous or toxic under any local, state or federal
law, statute, ordinance rule, or regulation pertaining to environmental or
substance regulation, contamination, cleanup or disclosure, including, without
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601 ET SEQ.), the Clean
Water Act (33 U.S.C. Sections 466 ET SEQ.), the Safe Drinking Water Act (14
U.S.C. Sections 1401-1450), the Hazardous Materials Transaction Act (49 U.S.C.
Sections 1801 ET SEQ.), the Toxic Substance Control Act (15 U.S.C. Sections
2601-2629), the California Hazardous Substances Act (Health & Safety Code
Sections 25100-25600), the California Porter-Cologne Water Quality Control Act
(Water Code Sections 13020 ET SEQ.), and all regulations, rulings, and orders
promulgated or adopted pursuant thereto.

3. GENERAL PROVISIONS.

A. NOTICES. If either party hereto shall desire to give
or serve upon the other any notice, demand, request, or other communication,
each such notice, demand, request, or other communication shall be in writing
and shall be given or served upon the other party by personal service or by
certified, registered or express mail postage prepaid or by prepaid commercial
overnight express service or other commercial courier, or telefacsimile,
addressed as follows:

TO INDEMNITOR: Carlyle Real Estate Limited Partnership-IX
c/o JMB Realty Corporation
Attn: Julie Strocchia
900 North Michigan Avenue
Chicago, Illinois 60611-1575
Telephone (312) 915-2348
FAX (312) 915-2399

WITH A COPY TO: Stevens A. Carey, Esq.
Pircher, Nichols & Meeks
1999 Avenue of the Stars
Suite 2600
Los Angeles, California 90067
Telephone: (310) 201-8904
FAX (310) 201-8922

Medical Office Buildings, Ltd.
c/o Wright Runstad & Company
Attn: Scott Price
1191 Second Avenue, Suite 2000
Seattle, Washington 98101-2933
Telephone: (206) 477-9000
FAX (206) 223-8791

WITH A COPY TO: Alan Wayte, Esq.
Dewey Ballantine
333 S. Hope Street, 30th Floor
Los Angeles, California 90071
Telephone (213) 626-3399
FAX (213) 625-0562

TO INDEMNITEE: The Prudential Insurance Company
of America
One Ravinia Drive, Suite 1400
Atlanta, Georgia 30346
Attention: Richard E. Danley, Jr., Esq.
Associate Regional Counsel
Telephone (770) 395-8436
FAX (770) 512-0495

WITH A COPY TO: Stephen A. Cowan, Esq.
O'Melveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, California 94111
Telephone (415) 984-8735
FAX (415) 984-8701

b. INTERPRETATION. The parties acknowledge that each
party and its counsel have reviewed and revised this Agreement and that the
normal rule of construction that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement
or any amendment or exhibit hereto.

c. EXCULPATION. Notwithstanding anything to the contrary
contained herein, in no event shall any present or future partner of Carlyle
or of Wright Runstad Associates Limited Partnership, a Washington limited
partnership ("WRALP"), which is a General Partner of MOB (or of any
partnership having a direct or indirect interest in Carlyle or WRALP), have
any personal liability under or in connection with this Agreement (recourse
against Carlyle or WRALP and persons having a direct or indirect interest in
Carlyle or WRALP being limited to the assets of Carlyle or WRALP,
respectively, excluding any negative capital account of any such person).

d. MODIFICATIONS. This Agreement may be modified only by
a written agreement signed by each of the parties hereto.

e. DESCRIPTIONS; HEADINGS; CONSTRUCTION. The headings in
this Agreement are intended as references only and shall not in any way limit,
amplify or be used in interpreting the terms of this Agreement. The
masculine, feminine or neuter gender in the singular or plural shall be deemed
to include the other wherever the context of this Agreement so requires. This
Agreement shall not be construed against any party hereto as the drafters of
this Agreement.

f. GOVERNING LAWS. THIS AGREEMENT SHALL BE DEEMED TO BE
MADE UNDER THE LAWS OF THE STATE OF CALIFORNIA AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS THEREOF.

g. ATTORNEYS' FEES. If any party to this Agreement shall
bring any action or proceeding for any relief against the other, declaratory
or otherwise, arising out of this Agreement, the losing party shall pay to the
prevailing party a reasonable sum for attorneys' fees and costs incurred in
bringing or defending such action or proceeding and/or enforcing any judgment
granted therein, all of which shall be deemed to have accrued upon the
commencement of such action or proceeding and shall be paid whether or not
such action or proceeding is prosecuted to final judgment. Any judgment or
order entered in such action or proceeding shall contain a specific provision
providing for the recovery of attorneys' fees and costs, separate from the
judgment, incurred in enforcing such judgment. The prevailing party shall be
determined by the trier of fact based upon an assessment of which party's
major arguments or positions taken in the proceedings could fairly be said to
have prevailed over the other party's major arguments or positions on major
disputed issues. For the purposes of this section, attorneys' fees shall
include, without limitation, fees incurred in the following: (1)
post-judgment motions; (2) contempt proceedings; (3) garnishment, levy, and
debtor and third party examinations; (4) discovery; and (5) bankruptcy
litigation. This section is intended to be expressly severable from the other
provisions of this Agreement, is intended to survive any judgment and is not
to be deemed merged into the judgment.

h. SEVERABILITY. If any of the provisions of this
Agreement shall be held by any court of competent jurisdiction to be unlawful,
void or unenforceable for any reason as to any person or circumstance, such
provision or provisions shall be deemed severable from and shall in no way
affect the enforceability and validity of the remaining provisions of this
Agreement.

i. THIRD PARTIES. Nothing contained herein, express or
implied, is intended to or shall confer upon any person or entity, other than
the parties hereto, any rights or remedies under or by reason of this
Agreement.

IN WITNESS WHEREOF, the parties hereto have authorized the
execution of this Agreement as of the date first written above.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
Jersey corporation

By: ________________________________________
Name:
Title:

WRIGHT-CARLYLE PARTNERS,
a California general partnership

By: Carlyle Real Estate Limited Partnership-IX, an
Illinois limited partnership
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner

By: ______________________________
Name:
Title:

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited
Partnership, a Washington limited partnership,
Its General Partner

By: Wright Runstad & Company,
a Washington corporation,
Its General Partner

By: _________________________
Name:
Title:

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a partner of Wright-Carlyle Partners, a general
partnership which holds title to the Cedars-Sinai Medical Office Complex in
Los Angeles, California. The developer of the property is a partner in the
joint venture. Reference is made to the Notes for a description of the terms
of the partnership agreement. The Partnership's interest in the foregoing
joint venture partnership and the results of their operations are included in
the Consolidated Financial Statements of the Partnership filed with this
annual report.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - IX, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1996, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.

H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer

GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

EXHIBIT 24

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.

NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm

JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin

A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks

STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996

<CASH> 4,245,747
<SECURITIES> 0
<RECEIVABLES> 211,943
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,457,690
<PP&E> 17,829,426
<DEPRECIATION> 0
<TOTAL-ASSETS> 57,611,184
<CURRENT-LIABILITIES> 83,450,001
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (26,392,451)
<TOTAL-LIABILITY-AND-EQUITY> 57,611,184
<SALES> 15,051,119
<TOTAL-REVENUES> 15,260,985
<CGS> 0
<TOTAL-COSTS> 5,884,647
<OTHER-EXPENSES> 284,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,364,973
<INCOME-PRETAX> 727,102
<INCOME-TAX> 0
<INCOME-CONTINUING> 281,326
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 281,326
<EPS-PRIMARY> 4.91
<EPS-DILUTED> 4.91

</TABLE>