CARLYLE REAL ESTATE LTD PARTNERSHIP X, 10-Q, 1995-05-15

CARLYLE REAL ESTATE LTD PARTNERSHIP X
10-Q, 1995-05-15
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended March 31, 1995 Commission file number 0-9726

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

Illinois 36-3057941
(State of organization) (IRS Employer Identification No.)

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

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

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

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 17

PART II OTHER INFORMATION

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 21

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 22

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

MARCH 31, 1995 AND DECEMBER 31, 1994

(UNAUDITED)

ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . $ 9,168,581 23,719,647
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . 6,495,069 3,120,977
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . 351,959 486,909
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,809 58,984
Note receivable (note 4(c)). . . . . . . . . . . . . . . . . . . . . . . . . . . 225,000 --
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,343,418 27,386,517
------------ ------------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,035,308 4,131,489
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,601,523 33,306,914
------------ ------------
26,636,831 37,438,403
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . 15,052,362 18,745,887
------------ ------------
Total investment properties, net of accumulated depreciation. . . . . . . . 11,584,469 18,692,516
------------ ------------
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . . . 2,744,815 2,769,146
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,428 431,095
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242,171 483,016
------------ ------------
$ 31,006,301 49,762,290
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

MARCH 31, DECEMBER 31,
1995 1994
------------ -----------

Current liabilities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 571,094 --
Current portion of long-term debt (note 3) . . . . . . . . . . . . . . . . . . . 5,448,250 12,621,045
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560,316 552,291
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,046,834 3,180,147
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 464,742 441,696
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 10,091,236 16,795,179
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,170 84,128
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . . . 5,460,150 5,370,037
Long-term debt, less current portion (note 3). . . . . . . . . . . . . . . . . . . 11,712,464 12,391,857
------------ ------------
Commitments and contingencies (notes 1, 2, 3 and 4)

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,282,020 34,641,201
Venture partners' subordinated equity in ventures. . . . . . . . . . . . . . . . . 4,774,589 5,311,743
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,459,756) (4,471,087)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (934,944) (928,694)
------------ ------------
(5,393,700) (5,398,781)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . 90,049,709 90,049,709
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,322,589) (18,607,246)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . (68,383,728) (56,234,336)
------------ ------------
4,343,392 15,208,127
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . . . . . . . (1,050,308) 9,809,346
------------ ------------
$ 31,006,301 49,762,290
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1995 AND 1994

(UNAUDITED)

<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,260,998 1,904,100
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332,867 136,796
----------- ----------
1,593,865 2,040,896
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498,014 774,582
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174,365 296,857
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636,401 869,847
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133,439 119,368
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 17,093 43,165
Management fees to corporate general partner . . . . . . . . . . . . . . . . . . . . 10,416 10,416
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,170 65,334
----------- ----------
1,533,898 2,179,569
----------- ----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . 59,967 (138,673)
Partnership's share of operations of unconsolidated ventures . . . . . . . . . . . . . (114,444) (172,092)
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . . . . . . 176 15,432
------------ ----------
Net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (54,301) (295,333)
Gain on sale of interest in investment property,
(note 4(c)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,350,289 --
------------ ----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,295,988 (295,333)
============ ==========

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1995 1994
------------ -----------
Net earnings (loss) per limited partnership interest:
Net operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (.52) (2.84)
Gain on sale or disposition of interest in investment
property (note 4(c)). . . . . . . . . . . . . . . . . . . . . . . . . . . 13.37 --
------------ ----------
$ 12.85 (2.84)
============ ==========

Cash distributions per limited
partnership interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 121.50 34.50
============ ==========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 1995 AND 1994

(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,295,988 (295,333)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174,365 296,857
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 17,093 43,165
Partnership's share of operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,444 172,092
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . . . . (176) (15,432)
Gain on sale of interest in investment property (note 4(c)). . . . . . . . . . . . (1,350,289) --
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . (122,559) 80,066
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68,295) (185,913)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,768 21,381
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 571,094 --
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133,658 (59,994)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,123 207,042
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,046 130,787
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (630) 1,765
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . 1,061,630 396,483
------------ -----------

Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments . . . . . . . . . . . (3,374,092) 3,051,961
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . (60,686) (8,992)
Cash proceeds from sale of interest in investment property (note 4(c)) . . . . . . . 50,000 --
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,516) (31,161)
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . . . . . (3,398,294) 3,145,308
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (58,760) (65,763)
Venture partner's contributions to venture . . . . . . . . . . . . . . . . . . . . . -- 6,759
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . (12,149,392) (3,450,173)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . . . . (6,250) (6,250)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . (12,214,402) (3,515,427)
------------ -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,551,066) 26,364

Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . 23,719,647 975,562
------------ -----------

Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . $ 9,168,581 12,001,926
============ ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . $ 337,891 567,540
============ ===========
Non-cash investing activities:
Sale of interest in investment property (note 4(c)):
Gain on sale of interest in investment property. . . . . . . . . . . . . . . . . $ 1,350,289 --
Basis of interest in investment property . . . . . . . . . . . . . . . . . . . . (1,075,289) --
Note receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (225,000) --
------------ -----------
Cash proceeds from sale of interest in investment property . . . . . . . . . $ 50,000 --
============ ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1995 AND 1994

(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1994 which are
included in the Partnership's 1994 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the
accounts of the Partnership and its ventures (note 2), Holly Pond
Associates ("Holly Pond"), Garret Mountain Office Center Associates I
("Garret Mountain") (sold in January 1995, note 4(c)), Victoria Apartments
Partnership ("Victoria") (sold in November 1994, note 4(a)) and Greenway
Associates ("Greenway"). The effect of all transactions between the
Partnership and the ventures has been eliminated.

The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interests in Carlyle Seattle Associates ("Carlyle Seattle") (partially sold
in December 1994, note 4(b)) and Greenway Tower Joint Venture ("Greenway
Tower"). Accordingly, the accompanying consolidated financial statements
do not include the accounts of Carlyle Seattle and Carlyle Seattle's
venture, Wright-Carlyle Seattle ("First Interstate") or Greenway's venture,
Greenway Tower.

The Partnership 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 present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such adjustments are not recorded on the records of the
Partnership. The net effect of these items is summarized as follows for
the three months ended March 31:

1995 1994
----------------------- -------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net earnings
(loss). . . . . . . . $1,295,988 2,296,836 (295,333) (360,416)
Net earnings
(loss) per
limited
partnership
interest. . . . . . . $ 12.85 22.70 (2.84) (3.46)
========== ========= ========= =========

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash 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 classification specified in the pronouncement.

Partnership 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
purpose of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($8,946,800 and $23,385,955 at March 31, 1995 and December 31, 1994,
respectively) as cash equivalents with any remaining amounts (generally
with maturities of one year or less) reflected as short-term investments
being held to maturity.

Deferred expenses consist primarily of leasing fees incurred in
connection with procuring tenants and loan fees incurred in connection with
the acquisition of the properties. Deferred leasing fees are amortized
using the straight-line method over the terms stipulated in the related
agreements. Deferred loan fees are amortized over the related loan
periods.

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

During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets (primarily its consolidated investments in land, buildings and
improvements) whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from operations and sale.
The amount of the impairment loss to be recognized would be the difference
between the long-lived asset's carrying value and the asset's estimated
fair value less costs to sell.

The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been limited to the excess, if any, of
the property's carrying value over the outstanding balance of the
property's non-recourse indebtedness. An impairment loss under SFAS 121
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property for which an
impairment loss has been recognized under SFAS 121, the Partnership would
recognize, at a minimum, a net gain for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not currently assessed the
full impact of adopting SFAS 121, the amount of any such required
impairment loss could be materially higher than the amounts that have been
recorded in the past or may be recorded in 1995 under the Partnership's
current impairment policy. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current impairment policy, without regard to the amount,
if any, of cash proceeds received by the Partnership in connection with the
disposition. Although implementation of this new accounting statement
could significantly impact the Partnership's reported earnings, there would
be no impact on cash flows. Further, any such impairment loss would not be
recognized for Federal income tax purposes.

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.

(2) VENTURE AGREEMENTS

(a) General

The Partnership, at March 31, 1995, is a party to four operating joint
venture agreements. In general, the venture partners, who were either the
sellers (or their affiliates) of the property investments acquired, or
parties who contributed an interest in the property being developed, made
no cash contributions to the ventures. Their retention of an interest in
the property, through the joint venture, was taken into account in
determining the purchase price of the Partnership's interest, which was
determined by arm's-length negotiations. Under certain circumstances,
either pursuant to the venture agreements or due to the Partnership's
obligations as a general partner, the Partnership may be required to make
additional cash contributions to the ventures.

The Partnership generally has a cumulative preferred interest in net
cash receipts (as defined) from the properties. Such preferential interest
relates to a negotiated rate of return on contributions made by the
Partnership. After the Partnership receives its preferential return, the
Partnership's venture partner is generally entitled to a non-cumulative
return on its interest in the venture; net cash receipts are generally
shared in a ratio relating to the various ownership interests of the
Partnership and its venture partners. For the three months ended March 31,
1995 and 1994, one and two, respectively, of the ventures' properties
produced net cash receipts.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(b) Carlyle Seattle

On December 1, 1994, Carlyle Seattle sold 49.95% of its interest in
First Interstate (note 4(b)).

During 1982, the Partnership acquired, through a joint venture ("First
Interstate") between Carlyle Seattle and the developer, a fee ownership of
improvements and a leasehold interest in an office building in Seattle,
Washington. Carlyle Seattle is a joint venture between the Partnership and
Carlyle Real Estate Limited Partnership-XII ("C-XII"), an affiliated
partnership sponsored by the Corporate General Partner of the Partnership.
Under the terms of the First Interstate venture agreement, Carlyle Seattle
made initial cash contributions aggregating $30,000,000.

The terms of the Carlyle Seattle venture agreement provide that all
the capital contributions will be made in the proportion of 26.7% by the
Partnership and 73.3% by C-XII. The initial required contribution by the
Partnership to the Carlyle Seattle venture was $10,125,000. The Carlyle
Seattle venture agreement further provides that all of the venture's share
of First Interstate's annual cash flow, sale or refinancing proceeds,
operating profits and losses, and tax items will be allocated 26.7% to the
Partnership and 73.3% to C-XII.

Prior to the sale transaction, Carlyle Seattle was generally entitled
to receive a preferred distribution (on a cumulative basis) of annual cash
flow equal to 8% of its capital contributions to First Interstate. Cash
flow in excess of this preferred distribution was distributable to the
First Interstate joint venture partner up to the next $400,000 and any
remaining annual cash flow was distributable 50% to Carlyle Seattle and 50%
to the First Interstate joint venture partner. Operating profits or losses
of First Interstate generally were allocated in the same ratio as the
allocation of annual cash flow, however, the joint venture partner was to
be allocated not less than 25% of such profits and losses.

In connection with the sale transaction, the First Interstate Venture
Agreement has been amended to convert Carlyle Seattle's remaining general
partnership interest to a limited partnership interest. Additionally, the
amendment states that no profits, income or gain shall be allocable to
Carlyle Seattle except to the extent that Carlyle Seattle receives
distributions from First Interstate and operating losses shall be allocated
to the extent of Carlyle Seattle's positive capital account balance and
thereafter at 25.025%. The amended Venture Agreement provides that any
distributions to Carlyle Seattle are subordinate to the joint venture
partner's preferred return (as defined). It is not anticipated that any
distributions will be made to Carlyle Seattle from operations subsequent to
the initial sale transaction. Additionally, effective December 1, 1994,
the equity method of accounting has been applied with respect to Carlyle
Seattle's interest in First Interstate as Carlyle Seattle's interest has
decreased to less than 50% and been converted to a limited partnership
interest.

The office building is managed by an affiliate of the First Interstate
joint venture partner for a fee computed at 2% of base and percentage
rents.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(3) DEBT MODIFICATIONS/REFINANCINGS

(a) Holly Pond Office Center

The Holly Pond venture ceased making debt service payments, effective
August 1, 1990, on the long-term, non-recourse mortgage note with a
scheduled maturity of June 1, 1997 and secured by Holly Pond Office Center
located in Stamford, Connecticut and sought a modification of the note
terms. In November, 1991, the lender posted the property for acceleration
of the mortgage and commenced proceedings to obtain title to the property.
In conjunction with the lender's actions, it came to the venture's
attention that there are traces of petroleum-based contaminant on a small
portion of the property. The venture's initial environmental investigation
indicated that, although the contamination is currently on the property,
the cause of the problem was most likely a result of certain activities of
the owner of a neighboring land parcel. The Partnership has notified the
owner of the neighboring land parcel and has subsequently initiated
litigation regarding the responsibility for the clean-up of the
contaminant. As a result, the lender has temporarily suspended its efforts
to obtain title to the property pending the results of the venture's
investigation and litigation. Although the Partnership believes the owner
of the neighboring parcel will ultimately bear financial responsibility for
the clean-up, the Partnership has accrued $19,800 for potential future
costs related to the clean-up. Such accrual is reflected in accounts
payable in the accompanying consolidated balance sheets at March 31, 1995
and December 31, 1994. Because the venture has been unable to secure debt
service relief, the Partnership has decided, based upon current and
anticipated future market conditions and other considerations relating to
the property and the Partnership's portfolio, not to commit any additional
amounts to the property. This will result in the Partnership no longer
having an ownership interest in the property and, at that time, the
Partnership will recognize a gain for financial reporting and federal
income tax purposes without any corresponding distributable proceeds. The
Partnership anticipates that the lender will finalize proceedings to obtain
title to the property in 1995. The loan has been classified at March 31,
1995 and December 31, 1994 as a current liability in the accompanying
consolidated financial statements.

(b) Greenway

In October, 1992, the Greenway Tower venture refinanced the first and
second mortgage notes with a new first mortgage note of $9,000,000. The
initial advance of the note was $5,750,000 and allows for additional
advances of up to $3,250,000 for approved tenant improvements, leasing
commissions, interest advances, capital improvements and, under certain
circumstances, borrower equity repayments. As of March 31, 1995, the
balance of the note is $7,733,530 and $1,266,470 remains available for
future advances. Such replacement financing matures October 31, 1999 and
requires monthly installments of interest equal to the "Contract Index
Rate" (approximately 10.01% and 9.09% at March 31, 1995 and December 31,
1994, respectively), computed as 3.75% per annum in excess of the lender's
composite commercial paper rate. To the extent such rate exceeds 9% in
year one, 9.5% in year two, 10% in years three and four and 10.5% in years
five through seven ("Applicable Base Percentage Rate"), the venture may
defer the difference for a given month provided that the total interest
deferred does not exceed 10% of the existing loan balance. Any deferred
interest is due when and to the extent that in any one month the Contract
Index Rate is less than the Applicable Base Percentage Rate along with the
existing principal balance upon maturity of the loan. In addition, the
lender participates in 50% of the net cash flow from the property as well
as in 50% of any net proceeds resulting from the sale of the property. As

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

of March 31, 1995, no such excess cash flow or sale proceeds participation
has been paid or accrued by Greenway. In order to secure the replacement
financing, the venture was required to make a capital contribution of
$635,574 ($286,008 of which was paid by the Partnership), however, portions
of this contribution may be refunded to the venture as discussed above.
Through March 31, 1995, the Partnership has received a partial refund of
approximately $216,000 of its original contribution.

The Garret Mountain venture approached the first mortgage lender in an
effort to negotiate debt service relief on the 12-5/8% first mortgage note
secured by the Garret Mountain Office Center in West Paterson, New Jersey.
Effective November 1, 1993, the venture began making cash flow debt service
payments. The venture remitted cash flow from the property to the first
mortgage lender through March 1994, at which time an agreement was reached
whereby reduced monthly payments were submitted while negotiations
continued. The venture was unable to finalize a modification of the debt
with the first mortgage lender and subsequently reached an agreement in
principle with another mortgage lender to retire the first and second
mortgage notes with a new first mortgage note. As a result of the
uncertainty of the outcome of the lender negotiations, the Partnership at
December 31, 1993 recorded a provision for value impairment of $785,084 to
reduce the net carrying value of the investment property to the then
outstanding balance of the related non-recourse debt. The first mortgage
loan has been classified as a current liability in December 31, 1994 in the
accompanying consolidated balance sheet. The Partnership sold its interest
in this venture to its venture partner in January, 1995 (note 4(c)).

(4) SALE OF INVESTMENT PROPERTIES

(a) Silvermine Apartments

On November 29, 1994, the Partnership through its venture, Victoria
Apartments Partnership, sold the land, buildings, related improvements and
personal property of the Silvermine Apartments, located in Victoria, Texas,
to an unaffiliated buyer. The sales price was $5,750,000. After
retirement of the related mortgage note, payment of a mortgage prepayment
fee, closing costs and prorations, cash proceeds from the sale was
$1,635,663, of which the Partnership received $1,143,216. As a result of
the sale, the Partnership recognized a net gain of $1,601,796 (comprised of
a gain on sale of investment property of $1,748,652 and an extraordinary
loss of $146,856 due to the prepayment fee and the retirement of deferred
expenses related to the mortgage note) for financial reporting purposes,
net of the venture partner's share of $1,150,550. In addition, the
Partnership recognized a gain in 1994 of $3,161,480 for federal income tax
purposes.

(b) First Interstate Center

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

in cash (less non-refundable deposits as described above) for 49.95% of its
interest. The unaffiliated venture partner paid, $5,000,000 cash for the
option of the partner to purchase the remaining 50.05% of Carlyle Seattle's
interest in First Interstate. Additionally, the unaffiliated venture
partner loaned $15,000,000 cash (bearing interest at a rate of 9% per annum
with accrued interest and unpaid principal due on January 1, 1997) and is
secured by Carlyle Seattle's remaining 50.05% interest. The exercise price
for the remaining 50.05% interest is $21,350,000 if the purchase option is
exercised one year from the initial closing, increasing up to $22,850,000
at the termination of the option period. The $5,000,000 option purchase
price paid at the initial closing and the balance of unpaid principal and
accrued interest on the $15,000,000 Carlyle Seattle loan can be applied
toward the exercise price. There can be no assurance that such option will
be exercised. At December 31, 1994, Carlyle Seattle has recorded a note
payable to the unaffiliated venture partner in the amount of $15,000,000
plus accrued interest and a deferred gain of $5,000,000 for the cash option
payment. See note 2(b) for a discussion of the restructuring of First
Interstate. The Partnership's share of proceeds from this sale transaction
was approximately $10,754,000. Carlyle Seattle recognized a gain of
$34,583,869 (of which the Partnership's share was $9,373,572) for financial
reporting purposes in 1994 and a gain of $83,565,440 (of which the
Partnership's share was $22,340,642) for Federal income tax purposes in
1994.

On January 25, 1995, the Partnership sold its interest in the Garret
Mountain venture to its venture partner. The sale price was $300,000,
represented by $50,000 in cash at closing and an interest bearing note for
$250,000 originally due February 1, 1997. The note provided that at any
time on or prior to April 25, 1995, the venture partner could prepay the
note in whole, without penalty or additional interest, by the payment to
the Partnership a discounted sum of $225,000, together with any accrued but
unpaid interest then owing on the outstanding principal balance of the note
on the date of such discounted prepayment. The venture partner exercised
this option on April 24, 1995, therefore, the sale price was adjusted to
$275,000 to reflect the discounted payment. The note earned interest at
10% per annum and was payable in monthly payments of interest only until
maturity when the full principal balance was scheduled to be due.

As a result of the sale of its interest, the Partnership has
recognized in 1995 a gain of $1,350,298 for financial reporting purposes
and expects to recognize a gain of approximately $2,295,000 in 1995 for
Federal income tax purposes.

(5) TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1995 and for the three months ended March 31, 1995 and 1994 were as
follows:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED

Unpaid at
March 31,
1995 1994 1995
------- ------ -------------
Property management
and leasing fees. . . . . . . . . $40,997 41,174 --
Management fees to
corporate general
partner . . . . . . . . . . . . . 10,416 10,416 --
Insurance commissions. . . . . . . 46 70 --
Reimbursement (at
cost) for out-of-
pocket expenses . . . . . . . . . 189 206 --
------- ------ -----
$51,648 51,866 --
======= ====== =====

The Corporate General Partner and its affiliates are entitled to reim-
bursement for salaries and direct expenses of officers and employees of the
Corporate General Partner and its affiliates relating to the administration
of the Partnership and operation of Partnership properties. For fiscal
1994 and for the three months ended March 31, 1995, such costs were $90,564
and $25,650, respectively, all of which have been paid as of March 31,
1995.

(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

Summary income statement information for Greenway Tower and Carlyle
Seattle (note 1) for the three months ended March 31, 1995 and 1994
follows:

1995 1994
-------- ---------
Total income. . . . . . . . . . . . $523,502 5,387,616
======== =========
Operating loss. . . . . . . . . . . $391,569 748,665
======== =========
Partnership's share
of loss . . . . . . . . . . . . . $114,444 172,092
======== =========

(7) ADJUSTMENTS

In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1995 and for the three months ended March 31, 1995 and 1994.

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.

At March 31, 1995, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $9,169,000. Bank overdrafts
totaling approximately $571,000 at March 31, 1995 were repaid in April
1995. Such remaining funds and short-term investments of approximately
$6,495,000 are available for capital improvements, distributions to
partners and working capital requirements. The Partnership and its
consolidated ventures have currently budgeted approximately $222,000 for
tenant improvements and other capital expenditures in 1995. The
Partnership's share of such items and its share of such similar items for
its unconsolidated venture is currently budgeted to be approximately
$298,000 in 1995. Actual amounts expended in 1995 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 described above
and for both short-term and long-term future liquidity and distributions
are expected to be through net cash generated by the operations of the
investment properties and through the sale refinancing of such investments.

The Partnership intends to relinquish its interest in the Holly Pond
venture in 1995 and thus does not consider this investment a source of
operational cash generated. Additionally, the Greenway Tower Office
Building is generating nominal operating cash flow, of which the lender
participates. Reference is made to Note 3(c). The Partnership does not
consider this investment a short-term source of operational cash generated.

In August, 1990, the Holly Pond venture suspended debt service
payments at the Holly Pond Office Center. The Partnership anticipates that
the lender will finalize proceedings to obtain title to this property in
1995. When the lender realizes upon its security in the property, the
Partnership will recognize a gain for financial reporting and federal
income tax purposes without any corresponding distributable proceeds. In
addition, the Partnership has accrued $19,800 for potential future
environmental clean-up costs at the Holly Pond property. Reference is made
to Note 3(b).

The Partnership is undertaking a feasibility study to determine a
financially competitive expansion of Sunrise Mall (which potentially would
be funded from the Partnership's working capital and net cash generated
from operations) to accommodate certain retail tenants who have indicated
an interest in possibly opening stores at the mall. The Greenway Tower
Office Building (94% leased at March 31, 1995) has been incurring
significant capital improvement expenditures, primarily resulting from
leasing costs. These expenditures are being funded from its mortgage loan
which allows funding for tenant improvements, leasing commissions, interest
advances and capital improvements. As of March 31, 1995, $1,266,470
remains available for future advances. Reference is made to Note 3(c).

In May 1994, Carlyle Seattle executed an agreement which issued an
option to sell its interest in First Interstate to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% Carlyle
Seattle interest between one year and two years after the initial sale
closing. On December 1, 1994 (initial sale transaction closing), Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
in cash (less non-refundable deposits as described above) for 49.95% of its
interest. The unaffiliated venture partner paid, $5,000,000 cash for the
option of the partner to purchase the remaining 50.05% of Carlyle Seattle's
interest in First Interstate. Additionally, the unaffiliated venture
partner loaned $15,000,000 cash (bearing interest at a rate of 9% per annum
with accrued interest and unpaid principal due on January 1, 1997) and is
secured by Carlyle Seattle's remaining 50.05% interest. The exercise price
for the remaining 50.05% interest is $21,350,000 if the purchase option is
exercised one year from the initial closing, increasing up to $22,850,000
at the termination of the option period. The $5,000,000 option purchase
price paid at the initial closing and the balance of unpaid principal and
accrued interest on the $15,000,000 Carlyle Seattle loan can be applied
toward the exercise price. There can be no assurance that such option will
be exercised. At December 31, 1994, Carlyle Seattle has recorded a note
payable to the unaffiliated venture partner in the amount of $15,000,000
plus accrued interest and a deferred gain of $5,000,000 for the cash option
payment. See note 2(b) for a discussion of the restructuring of First
Interstate. The Partnership's share of proceeds from this sale transaction
was approximately $10,754,000. Carlyle Seattle recognized a gain of
$34,583,869 (of which the Partnership's share was $9,373,572) for financial
reporting purposes in 1994 and a gain of $83,565,440 (of which the
Partnership's share was $22,340,642) for Federal income tax purposes in
1994.

As a result of the sale of its interest in the Garret Mountain
venture, the Partnership in 1995 has recognized a gain of $1,350,298 for
financial reporting purposes and expects to recognize a gain of
approximately $2,295,000 in 1995 for Federal income tax purposes.

The Partnership's and its ventures' mortgage obligations are all non-
recourse. Therefore, the Partnership and its ventures are not obligated to
pay mortgage indebtedness on the non-recourse obligations unless the
related property produces sufficient net cash flow from operations or sale.

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

While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
philosophy and approach has been to aggressively and creatively manage the
Partnership's real estate assets to attract and retain tenants. Net
effective rents to the landlord from renewal tenants are much more
favorable than lease terms which can be negotiated with new tenants.
However, the Partnership's capital resources must also be preserved and
allocated in such a manner as to maximize the total value of the portfolio.

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 has also sought or is seeking additional loan
modifications where appropriate. By conserving working capital, the
Partnership will be in a better position to meet the future needs of its
properties since outside sources of capital may be limited. On November
29, 1994, the Partnership received proceeds from the sale of the Silvermine
Apartments and on various dates during 1994, the Partnership received
proceeds from the sale of a portion of its interest in the Carlyle Seattle
Venture, as more fully described in Notes 4(a) and 4(b), respectively. A
portion of such proceeds was distributed to the Limited Partners in
February 1995. As previously reported, due to these factors, the
Partnership has held certain of its investment properties longer than
originally anticipated in an effort to maximize the return to the Limited
Partners. Although the Partnership expects to distribute sale proceeds
from the disposition of the Partnership's remaining assets, without a
dramatic improvement in market conditions, the Limited Partners will
receive significantly less than their original investment.

RESULTS OF OPERATIONS

The decrease in cash and cash equivalents as of March 31, 1995 as
compared to December 31, 1994 is primarily due to the Partnership's
$12,155,642 distribution of Silvermine Apartments and Carlyle Seattle sale
proceeds made to the Limited Partners in February, 1995. This decrease and
the increase in short-term investments as of March 31, 1995 as compared to
December 31, 1994 is also due to a larger amount of investments in U.S.
Government obligations being classified as cash equivalents at December 31,
1994. Reference is made to Note 1.

The decreases in rents and other receivables, investment properties,
accumulated deprecation, deferred expenses, accrued rents receivable,
current portion of long-term debt, accrued interest, tenant security
deposits, long-term debt less current portion, venture partners'
subordinated equity in ventures and the increase in notes receivable at
March 31, 1995 as compared to December 31, 1994 are primarily due to the
sale of the Partnership's interest in the Garret Mountain venture in
January 1995. Reference is made to Note 4(c).

The increase in escrow deposits and accrued real estate taxes at March
31, 1995 as compared to December 31, 1994 is primarily due to the timing of
payment of real estate taxes at Sunrise Mall. The increase in escrow
deposits is partially offset by the sale of the Partnership's interest in
the Garret Mountain venture in January 1995. Reference is made to Note
4(c).

The increase in accounts payable at March 31, 1994 as compared to
December 31, 1994 is primarily due to the timing of payment of operating
expenses at Sunrise Mall. The increase is partially offset by the sale of
the Partnership's interest in the Garret Mountain venture in January 1995.
Reference is made to Note 4(c).

The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses, amortization of deferred
expenses and venture partner's share of venture's operations for the three
months ended March 31, 1995 as compared to the three months ended March 31,
1994 is primarily due to the sale of Silvermine Apartments in November 1994
and the sale of the Partnership's interest in the Garret Mountain venture
in January 1995. Reference is made to Notes 4(a) and 4(c).

Bank overdrafts at March 31, 1995 of $571,094 are due to the timing of
transfers from the Partnership's investment accounts to its cash accounts.
Such overdrafts were repaid in April 1995.

The decrease in Partnership's share of operations of unconsolidated
ventures for the three months ended March 31, 1995 as compared to the three
months ended March 31, 1994 is primarily due to the sale of a portion of
the Partnership's interest in Carlyle Seattle in December 1994. Reference
is made to Note 4(b).

The gain on sale of interest in investment property for the three
months ended March 31, 1995 is due to the sale of the Partnership's
interest in the Garret Mountain venture in January 1995. Reference is made
to Note 4(c).

<TABLE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

OCCUPANCY

The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties.

<CAPTION>
1994 1995
------------------------------- -------------------------------
At At At At At At At At
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>
1. Holly Pond Office Center
Stamford, Connecticut . . . . . . . . . . . . . . 85% 92% 90% 83% 93%
2. Sunrise Mall
Brownsville, Texas. . . . . . . . . . . . . . . . 86% 85% 85% 90% 89%(a)
3. Garret Mountain Office Center
West Paterson, New Jersey . . . . . . . . . . . . 99% 92% 94% 94% N/A
4. Silvermine Apartments
Victoria, Texas . . . . . . . . . . . . . . . . . 99% 100% 98% N/A N/A
5. Greenway Towers Office Building
Dallas, Texas . . . . . . . . . . . . . . . . . . 90% 89% 90% 94% 92%
6. First Interstate Center
Seattle, Washington . . . . . . . . . . . . . . . 97% 99% 97% 97% 97%
- -------------

<FN>

(a) Occupancy including temporary tenants is 93%.

An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.

</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

4-A. Long-term mortgage note documents relating to the note secured
by the Sunrise Mall located in Brownsville, Texas are incorporated herein
by reference to the Partnership's Registration Statement on Post-Effective
Amendment No. 2 dated November 24, 1980 to Form S-11 (File No. 0-66350).

4-B. Long-term mortgage note documents relating to the first
mortgage note secured by the Garret Mountain Office Center located in West
Paterson, New Jersey are incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 2
dated November 24, 1980 to Forms S-11 (File No. 0-66350).

4-C. Long-term mortgage note documents relating to the second
mortgage note secured by the Garret Mountain Office Center located in West
Paterson, New Jersey and by the Garret Mountain venture are incorporated
herein by reference to Exhibit 4-D to the Partnership's report for December
31, 1992 on Form 10-K (File No. 0-9726) dated March 19, 1993.

4-D. Modification documents relating to the long term second
mortgage note secured by the Garret Mountain Office Center located in West
Paterson, New Jersey are hereby incorporated herein by reference to Exhibit
4-E to the Partnership's report for December 31, 1992 on Form 10-K (File
No. 0-9726) dated March 19, 1993.

10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the Sunrise Mall located in Brownsville,
Texas are incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 dated November 24,
1980 to Form S-11 (File No. 0-66350).

10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the Garret Mountain Office Center located in
West Paterson, New Jersey are incorporated by reference herein to the
Partnership's Registration Statement on Post-Effective Amendment No. 2
dated November 24, 1980 to Form S-11 (File No. 0-66350).

10-C. Agreement for Purchase and sale of real estate and related
property, dated October 13, 1994, by and between DMC-Silvermine Apartments
limited ("Seller") and TGM Realty Corp. #3 ("Purchaser") is incorporated
herein by reference to the Partnership's Report for November 29, 1994 on
Form 8-K (File No. 0-9726) dated March 23, 1995.

10-D. Letter regarding sale/option and partnership amendment, dated
May 15, 1994, between Carlyle Seattle Associates and 999 Third Avenue, Ltd.
relating to the First Interstate Center in Seattle, Washington is hereby
incorporated herein by reference to the Partnership's report for June 30,
1994 on Form 10-Q (File No. 0-9726) dated August 12, 1994.

10-E. Agreement of Limited Partnership of Wright-Carlyle Seattle
Limited Partnership, dated November 30, 1994, between Wright Runstad
Properties L.P., and Carlyle Seattle Associates is incorporated herein by
reference to the Partnership's Report for December 1, 1994 on Form 8-K
(File No. 0-9726) dated March 23, 1995.

10-F. Documents relating to the sale of the Partnership's interest in
the Garret Mountain venture are filed herewith.

27. Financial Data Schedule

Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the Securities and Exchange Commission upon request.

(b) No reports on Form 8-K have been filed for the quarter covered by this
report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

BY: JMB Realty Corporation
(Corporate General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 11, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 11, 1995

PARTNERSHIP INTEREST
PURCHASE AND SALE AGREEMENT

THIS PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT (the "Agree-
ment") made this 25th day of January, 1995 by and among CARLYLE REAL ESTATE
LIMITED PARTNERSHIP-X, an Illinois limited partnership having an address at
900 North Michigan Avenue, Chicago, Illinois 60611 (the "Seller"), ElNa
ASSOCIATES, L.L.C., a New Jersey limited liability company having an
address c/o Mountain Development Corp., Three Garret Mountain Plaza, Suite
402, West Paterson, New Jersey 07424 ("Elna") and GARRET MOUNTAIN OFFICE
CENTER ASSOCIATES I, a New Jersey general partnership having an address at
Three Garret Mountain Plaza, Suite 402, West Paterson, New Jersey 07424
(the "Partnership" and together with Elna, the "Purchasers").
W I T N E S S E T H:
WHEREAS, in accordance with certain Articles of Partnership of Garret
Mountain Office Center Associates I dated November 29, 1980 (the
"Partnership Agreement") by and between the Seller and Garret Associates,
L.P. ("Garret"), the Seller is currently a general partner in the
Partnership, owning a fifty (50%) percent Partnership interest therein; and
WHEREAS, Elna desires to purchase ninety-nine (99%) percent of the
Seller's fifty (50%) percent Partnership interest (representing a 49.5%
Partnership interest), including any and all of the Seller's rights to act
as Managing Partner of the Partnership and to receive cash distributions
(including, without limitation, priority distributions) and tax allocations
relating to the assigned Partnership interest in accordance with the
Partnership Agreement (the Partnership interest to be purchased by Elna,
including all of the Seller's management and distribution rights
(including, without limitation, priority distributions) and rights and
obligations relating to tax allocations from the Partnership is hereinafter
referred to as the "Elna Partnership Interest"), and the Seller desires to
sell the Elna Partnership Interest to Elna, in accordance with the terms
hereinafter set forth; and
WHEREAS, thereafter, the Partnership desires to redeem the remaining
one (1%) percent of the Seller's fifty (50%) percent Partnership interest
(representing a .5% Partnership interest) (the "Redeemed Partnership
Interest"), and the Seller desires to have the Redeemed Partnership
Interest redeemed by the Partnership, in accordance with the terms
hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which being hereby
acknowledged, the parties hereto agree as follows:
1. Sale of Partnership Interest. Subject to the terms and
conditions hereof, at the Closing (as hereinafter defined), (a) first, the
Seller shall validly sell, assign, transfer, convey and deliver to Elna and
Elna shall purchase from the Seller, the Elna Partnership Interest, and (b)
immediately thereafter, the Seller shall validly sell, assign, transfer,
convey and deliver to the Partnership and the Partnership shall redeem from
the Seller, the Redeemed Partnership Interest. The transfers of the Elna
Partnership Interest and the Redeemed Partnership Interest (collectively,
the "Partnership Interest") shall be free and clear of any and all liens,
charges, encumbrances, pledges and restrictions of any nature whatsoever,
except for those which constitute a lien, charge, encumbrance or
restriction against any Partnership property.
2. Purchase Price.
(a) Subject to subparagraph 2(b) hereof, (i) the purchase
price payable by Elna to the Seller for the Elna Partnership Interest (the
"Elna Purchase Price") shall be Two Hundred Ninety-Seven Thousand
($297,000) Dollars, and (ii) the redemption price payable by the
Partnership to the Seller for the Redeemed Partnership Interest (the
"Redemption Price", and together with the Elna Purchase Price, the
"Purchase Price") shall be Three Thousand ($3,000) Dollars. The Purchase
Price shall be payable as follows:
(A) $50,000 (which sum shall include the Redemption
Price) in immediately available funds shall be paid to the Seller at the
Closing (the "Closing Downpayment"); and
(B) $250,000 shall be paid to the Seller by Elna in
accordance with the terms of a promissory note in favor of the Seller in
the form of Exhibit A attached hereto and made a part hereof (the "Note").
The Note shall have a term of twenty-four (24) months and shall mature on
February 1, 1997, subject to acceleration as set forth therein (the
"Maturity Date"). The Note shall bear interest at the rate of ten percent
(10%) per annum, and shall be payable in monthly installments of interest
only, in arrears, commencing on March 1, 1995 and continuing through and
including the Maturity Date, with the remaining unpaid principal balance
thereof due and payable on the Maturity Date. The Note may be prepaid in
whole or in part at any time without premium or penalty. Elna's
obligations under the Note shall be secured by a personal guarantee of L.
Robert Lieb in the form of Exhibit B attached hereto and made a part hereof
(the "Guarantee"), and a pledge of the Partnership Interest in the form of
Exhibit C attached hereto and made a part hereof (the "Pledge Agreement").
(b) Notwithstanding the foregoing, Elna and the Partnership
shall have the option to pay the entire Purchase Price in immediately
available funds at the Closing, in which event the Purchase Price shall be
$270,000 (the Elna Purchase Price being $267,300 and the Redemption Price
being $2,700).
3. Representations and Warranties.
(a) The Seller hereby represents and warrants to the
Purchasers as follows:
(i) The Seller is a limited partnership duly organized,
validly existing and in good standing under the laws of the State of
Illinois, and the execution and delivery of this Agreement and the
documents and transactions contemplated hereby have been duly authorized by
all requisite partnership action.
(ii) The Seller owns the Partnership Interest free and
clear of all liens, charges, encumbrances, pledges and restrictions of any
nature whatsoever (except for those which constitute a lien, charge,
encumbrance or restriction against any Partnership property), and has the
complete and unrestricted power to sell, assign, transfer, convey and
deliver the Partnership Interest to the Purchasers on the terms and
conditions set forth herein.
(iii) The Seller has the full right, power and authority
to enter into this Agreement and perform the terms and provisions hereof.
This Agreement and all of the other documents to be executed in connection
herewith, when executed and delivered by the Seller, shall constitute valid
and binding obligations of the Seller, enforceable in accordance with their
respective terms, subject to any applicable bankruptcy, insolvency or other
laws affecting the enforcement of creditors' rights generally.
(iv) Except as set forth on Exhibit D attached hereto
and made a part hereof and for any agreement entered into by or binding on
the Partnership, the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby, do not and
will not violate any provision of, or cause a default under, its
organizational documents, any agreement or other document or any law,
statute, rule, ordinance, regulation or requirement by which the Seller or
its properties, assets, business or operations may be bound or affected.
(v) Since January 1, 1994, there has not occurred a
termination of the Seller within the meaning of Section 708(b)(1)(B) of the
Internal Revenue Code of 1986, as amended (the "Code").
(vi) The Seller has no knowledge of any claims, suits,
responsibilities, causes of action, litigation, proceedings or other
liability of any nature whatsoever which could be the subject of a claim
for indemnification pursuant to subparagraph 8(b) hereof. For purposes of
this representation and warranty, "knowledge" of the Seller means the
actual present knowledge of Julie A. Strocchia without independent
investigation or inquiry.
(vii) The Seller has filed all of the Partnership's tax
returns required to be filed prior to the date hereof.
(b) The Purchasers (jointly and severally) hereby represent
and warrant to the Seller as follows:
(i) The Partnership is a general partnership duly
organized and validly existing under the laws of the State of New Jersey,
and the execution and delivery of this Agreement and the documents and
transactions contemplated hereby have been duly authorized by all requisite
partnership action.
(ii) Elna is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of New
Jersey. L. Robert Lieb is the sole manager of Elna and is authorized to
execute this Agreement and the documents contemplated hereby on behalf of
Elna, and the execution and delivery of this Agreement and the documents
and transactions contemplated hereby have been duly authorized by all
requisite action.
(iii) The Purchasers have the full right, power and
authority to enter into this Agreement and perform the terms and provisions
hereof. This Agreement and all of the other documents to be executed in
connection herewith, when executed and delivered by the Purchasers, shall
constitute valid and binding obligations of the Purchasers, enforceable
against each of them in accordance with their respective terms, subject to
any applicable bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally.
(iv) Except as set forth on Exhibit D attached hereto
and made a part hereof and for any agreement entered into by or binding on
the Partnership, the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby do not and
will not violate any provision of, or cause a default under, its
organizational documents, any agreement or other document or any law,
statute, rule, ordinance, regulation or requirement by which the Purchasers
or their respective properties, assets, business or operations may be bound
or affected.
(v) The Purchasers have no knowledge of any claims,
suits, responsibilities, causes of action, litigation, proceedings or other
liability of any nature whatsoever which could be the subject of a claim
for indemnification pursuant to subparagraph 8(c) hereof. For purposes of
this representation and warranty, "knowledge" of the Purchasers means the
actual present knowledge of L. Robert Lieb without independent
investigation or inquiry.
4. Purchasers' Conditions Precedent to the Closing. Each and
every obligation of the Purchasers to be performed at the Closing shall be
subject to the satisfaction (or waiver by the applicable Purchaser) prior
thereto of all the following conditions:
(a) The representations and warranties made by the Seller
contained herein shall be true in all material respects as of the Closing
with the same effect as though such representations and warranties had been
made or given at and as of the time of the Closing.
(b) The Seller shall have performed and complied with all
other obligations under this Agreement in all material respects which are
to be performed and complied with prior to or at the Closing.
(c) The loan transaction pursuant to which The Bank of New
York has agreed to loan $7,800,000 to the Partnership (the "BNY Loan")
shall have closed prior to, or shall close simultaneously with, the
Closing.
5. Conditions Precedent to the Seller's Obligations. Each and
every obligation of the Seller to be performed at the Closing shall be
subject to the satisfaction (or waiver by the Seller) prior thereto of all
the following conditions:
(a) The Seller shall have received (in form and substance
satisfactory to the Seller) the following: (i) a full and complete release
of all of the Seller's obligations with respect to any and all loans made
to the Partnership, including without limitation, a full and complete
release by Midlantic National Bank ("Midlantic") of the guarantee executed
by the Seller in favor of Midlantic in connection with the loan from
Midlantic to the Partnership (the "Midlantic Loan"), and a full and
complete release of the Seller by Aetna Life Insurance Company ("Aetna") in
connection with the loan from Aetna to the Partnership (the "Aetna Loan"),
(ii) an indemnity (in the form attached hereto and made a part hereof as
Exhibit E) (the "Indemnity") from the Purchasers to the Seller from and
against any and all obligations under and with respect to each of the
Midlantic Loan and the Aetna Loan, which indemnity shall be secured by the
Guarantee and the Pledge Agreement, or (iii) evidence that Midlantic and
Aetna are discharging the mortgages securing the Midlantic Loan and the
Aetna Loan. Garret Associates, L.P. is hereby authorized to be the sole
signatory of the Indemnity on behalf of the Partnership.
(b) The representations and warranties made by the Purchasers
contained herein shall be true in all material respects as of the Closing
with the same effect as though such representations and warranties had been
made or given at and as of the time of the Closing.
(c) The Purchasers shall have performed and complied with all
other obligations under this Agreement in all material respects which are
to be performed and complied with prior to or at the Closing.
6. Closing.
(a) The purchase of the Partnership Interest by the
Purchasers (the "Closing") shall take place on such date as the Seller and
the Purchasers agree upon, but in no event later February 28, 1995, and
shall occur as follows:
(i) First, the Seller shall sell and Elna shall
purchase the Elna Partnership Interest (constituting a forty-nine and one-
half (49.5%) percent interest in the Partnership) in exchange for payment
(by certified or cashier's check) to the Seller of (A) $47,000 of the Elna
Purchase Price and delivery of the Note, or (B) $267,300 in the event the
Purchasers exercise the option contained in subparagraph 2(b) hereof.
(ii) Second and immediately thereafter, the Seller shall
sell and the Partnership shall redeem the Redeemed Partnership Interest
(constituting a one-half of one (0.5%) percent interest in the Partnership)
in exchange for a payment (by certified or cashier's check) to the Seller
of a Redemption Price equal to (A) $3,000, or (B) $2,700 in the event the
Purchasers exercise the option contained in subparagraph 2(b) hereof.
(b) The Closing shall take place at the offices of Wolff &
Samson, P.A., the attorneys for the Purchasers, or at such other location
as shall be agreed upon by the parties hereto. The parties may agree to
conduct the Closing by mail.
(c) At the Closing, the following transactions shall occur
and the transactions relating to the sale of the Elna Partnership Interest
shall occur immediately prior to the redemption of the Redeemed Partnership
Interest:
(i) The Seller shall deliver (A) to Elna, an Assignment
of Partnership Interest substantially in the form attached hereto and made
a part hereof as Exhibit F, and (B) to the Partnership, a Redemption of
Partnership Interest substantially in the form attached hereto and made a
part hereof as Exhibit G.
(ii) The Purchasers shall deliver or cause to be
delivered to the Seller the Closing Downpayment and the Note; provided,
however, that in the event the Purchasers exercise the option contained in
subparagraph 2(b) hereof, Elna shall deliver solely the Elna Purchase Price
and the Partnership shall deliver the Redemption Price.
(iii) Unless (A) the Purchasers exercise the option
contained in subparagraph 2(b) hereof, and (B) the Indemnity is not
required under subparagraph 5(a) hereof, L. Robert Lieb shall deliver the
Guarantee.
(iv) Unless (A) the Purchasers exercise the option
contained in subparagraph 2(b) hereof, and (B) the Indemnity is not
required under subparagraph 5(a) hereof, Elna shall deliver the Pledge
Agreement and UCC-1 Financing Statements in connection therewith.
(v) If necessary, the Purchasers shall deliver the
Indemnity under subparagraph 5(a) hereof.
(vi) The Seller shall deliver to Elna all books and
records of the Partnership in the Seller's possession, including, but not
limited to, the tax returns of the Partnership (but not of the Seller) and
the backup information related thereto.
(vii) The Seller shall deliver to the Purchasers a
certified copy of the resolutions of the board of directors of the general
partner of the Seller authorizing the execution and delivery of this
Agreement and all other documents and agreements to be executed in
connection herewith to which the Seller is a party, and the performance of
the transactions contemplated hereby and thereby.
(viii) The Seller shall deliver to the Purchasers a good
standing certificate for the Seller issued by the Secretary of State of its
state of organization as of a recent date, not exceeding sixty (60) days
prior to the date on which the Closing occurs.
(ix) Elna shall deliver to the Seller a copy of its
Certificate of Formation, which was filed in December, 1994.
(x) Each party shall deliver to the other such other
instruments or documents as the requesting party's counsel shall
reasonably require in order to consummate the transactions contemplated
hereunder.
7. Partnership Matters.
(a) Effective as of the Closing, Elna shall succeed to any
and all of the Seller's rights under the Partnership Agreement to serve as
Managing Partner of the Partnership. The Seller hereby authorizes Elna, as
successor Managing Partner, to arrange for the BNY Loan on behalf of the
Partnership; provided, however, that the Seller shall have no direct or
indirect obligation or liability in connection therewith.
(b) From and after the Closing, the Seller shall no longer
own any interest in or, except as otherwise provided herein, have any
rights or obligations relating to the Partnership, other than for any tax
allocations from the Partnership to the date hereof and tax consequences of
this transaction, which shall be the Seller's responsibility. In
connection with the transactions described herein, as of the Closing, the
Seller shall close the books of the Partnership in accordance with Section
706(d) of the Internal Revenue Code, and consistent therewith (i) items of
income, deduction, gain, loss and/or credit of the Partnership that are
recognized prior to such closing of the books shall be allocated among
those persons or entities who were Partners in the Partnership prior to
such closing of the books in accordance with their then respective
interests in the Partnership; and (ii) items of income, deduction, gain,
loss and/or credit of the Partnership that are recognized after such
closing of the books shall be allocated among the persons or entities who
are Partners after such closing of the books in accordance with their then
respective interests in the Partnership. Notwithstanding anything
contained in the provisions of this subparagraph 7(b) to the contrary, no
portion of income, if any, recognized by the Partnership in connection with
(i) the transactions described in Paragraph 1 hereof or (ii) the
implementation of the Loan Conversion Agreement entered into between the
Seller and the Partnership as of January 13, 1995, shall be allocated to
the Seller.
(c) By its signature below, Garret hereby (i) consents to the
transfers of the Partnership Interest from the Seller to the Purchasers,
(ii) effective as of the Closing, accepts Elna as the Managing Partner of
the Partnership, (iii) acknowledges and consents to the provisions of this
Paragraph 7, and (iv) represents and warrants to the Seller that (A) L.
Robert Lieb is its sole general partner, (B) L. Robert Lieb is authorized
to execute this Agreement on behalf of Garret, and (C) the execution and
delivery of this Agreement have been duly authorized by all requisite
action on the part of Garret.
8. Release of Claims; Indemnity.
(a) Effective as of the Closing, the Purchasers, Garret and
their respective successors and assigns hereby forever release the Seller
and, as applicable, any present or future advisor, trustee, director,
officer, partner, employee, beneficiary, shareholder, participant or agent
of or in the Seller or in any entity now or hereafter having a direct or
indirect ownership interest in the Seller, from any and all claims, suits,
responsibilities, causes of action, litigation, proceedings or other
liability of any nature whatsoever, including, without limitation, any
security interest which the Partnership or Garret may have which was
created pursuant to Section 9.3 of the Partnership Agreement (and, if
necessary, at the Closing, the Partnership and Garret will execute UCC-3
Financing Statements to terminate such security interests), (i) whether
known or unknown as of the date hereof, arising out of events or incidents
which took place prior to the date hereof relating to the Partnership,
except to the extent any claims, suits, responsibilities, causes of action,
litigation, proceedings or other liabilities relate solely to the Seller's
preparation and filing of tax returns on behalf of the Partnership, and
(ii) arising out of events or incidents which take place after the date
hereof relating to the Partnership; provided, however, that the Purchasers,
Garret and their respective successors and assigns, are not releasing the
Seller from (A) any matters for which the Seller is obligated to indemnify
the Purchasers pursuant to subparagraph 8(c) hereof, or (B) any breaches or
violations of this Agreement on the part of the Seller.
(b) The Purchasers shall indemnify and defend the Seller for,
and hold the Seller harmless from, any and all cost, loss, liability and/or
expense (including, but not limited to, reasonable attorneys' fees) caused
by or in any way arising out of any and all claims, suits,
responsibilities, causes of action, litigation, proceedings or other
liability of any nature whatsoever in any way arising directly or
indirectly out of (i) the status of the Seller as a general partner in the
Partnership, except to the extent that such costs, losses, liabilities
and/or expenses are hereafter incurred as the result of the Seller holding
itself out as a general partner in the Partnership subsequent to the
Closing, or (ii) any of the Purchasers' representations and warranties
contained herein being false or untrue when made.
(c) The Seller shall indemnify and defend the Purchasers for,
and hold the Purchasers harmless from, any and all costs, loss, liability
and/or expense (including, but not limited to, reasonable attorneys' fees)
caused by or in any way arising out of any and all claims, suits,
responsibilities, causes of action, litigation, proceedings or other
liability of any nature whatsoever in any way arising directly or
indirectly out of (i) the Seller's preparation and filing of tax returns on
behalf of the Partnership, or (ii) any of the Seller's representations and
warranties contained herein being false or untrue when made.
(d) The indemnities provided for in subparagraphs 8(b) and
8(c) hereof shall be subject to the following provisions:
(i) The indemnity shall cover the costs and expenses of
the indemnitee (including reasonable attorneys' fees if the indemnitor
shall fail to discharge or undertake to defend the indemnitee against such
liability) related to any actions, suits or judgments incident to any of
the matters covered by such indemnity.
(ii) The indemnitee shall notify the indemnitor of any
claim against the indemnitee covered by the indemnity within 45 days after
it has notice of such claim, but failure to notify the indemnitor shall in
no case prejudice the rights of the indemnitee under this Agreement unless
the indemnitor shall be prejudiced by such failure and then only to the
extent the indemnitor shall be prejudiced by such failure. Should the
indemnitor fail to discharge or undertake to defend the indemnitee against
such liability, then the indemnitee may settle such liability, and the
liability of the indemnitor hereunder shall be conclusively established by
such settlement, the amount of such liability to include both the
settlement consideration and the reasonable costs and expenses, including
attorneys' fees, incurred by the indemnitee in effecting such settlement.
The indemnitor's referral of a claim to its insurance company and the
insurance company's acceptance of the defense thereof shall be treated as
if the indemnitor has undertaken to defend the indemnitee.
(iii) The indemnification obligations of an indemnitor
under this Agreement shall also benefit and protect any of the indemnitee's
present or future advisors, trustees, directors, officers, partners,
employees, beneficiaries, shareholders, participants or agents of or in the
indemnitee or any entity now or hereafter having a direct or indirect
ownership interest in the indemnitee.
(e) Effective as of the Closing, the Seller and their
respective successors and assigns hereby forever release the Purchasers and
Garret and, as applicable, any present or future advisor, trustee,
director, officer, partner, employee, beneficiary, shareholder, participant
or agent of or in the Purchasers or Garret or in any entity now or
hereafter having a direct or indirect ownership interest in the Seller,
from any and all claims, suits, responsibilities, causes of action,
litigation, proceedings or other liability of any nature whatsoever,
including without limitation, any security interests which the Seller may
have which were created pursuant to Section 9.3 of the Partnership
Agreement (and, if necessary, at the Closing, the Seller will execute UCC-3
Financing Statements to terminate such security interests), whether known
or unknown as of the date hereof, arising out of events or incidents which
took place prior to the date hereof relating to the Partnership; provided,
however, that the Seller, its successors and assigns, are not releasing the
Purchasers and/or Garret from (i) any matters for which the Purchasers are
obligated to indemnify the Seller pursuant to subparagraph 8(b) hereof, or
(ii) any breaches or violations of this Agreement, the Note, the Guarantee,
the Pledge Agreement or the Indemnity on the part of the Purchasers or
Garret, as applicable.
9. Additional Documents. The parties hereto shall execute and
deliver such additional instruments, agreements or documents as may be
reasonably necessary to effectuate the transactions contemplated by this
Agreement, and each shall provide its full and prompt cooperation with
respect to such transactions and matters.
10. Brokers. The parties hereto represent and warrant to each
other that they have not dealt with any broker or finder in connection with
the transactions contemplated by this Agreement, and that all negotiations
relating hereto have been carried on by the parties hereto and their
respective representatives without the intervention of any person or entity
in such a manner as to give rise to any valid claim against any of the
parties hereto for a brokerage commission, finder's fee or the like payment
to any person or entity.
11. Attorneys' Fees. With respect to the transactions described in
this Agreement, except as otherwise provided in Paragraph 8 hereof, each of
the parties hereto shall be responsible for payment of any attorneys' fees
incurred by them. Notwithstanding the foregoing, if any party obtains a
judgment against any other party by reason of breach of this Agreement, a
reasonable attorneys' fee as fixed by the court shall be included in such
judgment.
12. Successors, Assigns, etc. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective
heirs, legal representatives, successors and assigns.
13. Assignment. This Agreement or any rights or obligations
hereunder may not be assigned by any party hereto except with the prior
express written consent of the other parties.
14. Notices. Any notice, request, demand, waiver, consent,
approval or other communication which is required or permitted hereunder
shall be in writing and shall be sent by telecopy (with request for
confirmation and followed by additional notice in any other manner
authorized hereunder), by hand delivery (with receipt against delivery), by
Federal Express or other nationally recognized overnight delivery service
providing for receipt against delivery, or by registered or certified mail,
return receipt requested, and shall be deemed given when received at the
address set forth below:
To the Seller:

Carlyle Real Estate Limited Partnership-X
900 North Michigan Avenue
Chicago, Illinois 60611
Attention: Ms. Julie Strocchia

with a copy to:

Pircher, Nichols & Meeks
1999 Avenue of the Stars
Suite 2600
Los Angeles, California 90067
Attention: Debra S. Barbanel, Esq.

To Elna:

ElNa Associates, L.L.C.
c/o Mountain Development Corp.
3 Garret Mountain Plaza
Suite 402
West Paterson, New Jersey 07424
Attention: Mr. L. Robert Lieb

with a copy to:

Wolff & Samson
5 Becker Farm Road
Roseland, New Jersey 07068
Attention: Joel A. Wolff, Esq.

To the Partnership:

Garret Mountain Office Center Associates I
3 Garret Mountain Plaza
Suite 402
West Paterson, New Jersey 07424
Attention: Mr. L. Robert Lieb

with a copy to:

Wolff & Samson
5 Becker Farm Road
Roseland, New Jersey 07068
Attention: Joel A. Wolff, Esq.

or such other address as the party may fix by notice given in accordance
with the foregoing provisions.
15. Limitation of Liability. No present or future advisor,
trustee, director, officer, partner, employee, beneficiary, shareholder,
participant or agent of or in the Seller or any entity now or hereafter
having a direct or indirect ownership interest in Seller shall have any
personal liability, directly or indirectly, under or in connection with
this Agreement or any agreement made or entered into under or pursuant to
the provisions of this Agreement, or any amendment or amendments to any of
the foregoing made at any time or times, heretofore or hereafter, and the
Purchasers and each of their respective successors and assigns and, without
limitation, all other persons and entities, shall look solely to the
Seller's assets for the payment of any claim or for any performance, and
the Purchasers hereby waive any and all such personal liability. The
limitations of liability provided in this Paragraph 15 are in addition to,
and not in limitation of, any limitation on liability applicable to the
Purchasers provided by law or by any other contract, agreement or
instrument.
16. Headings. The paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
17. Entire Understanding. This Agreement, the documents to be
delivered pursuant hereto and that certain letter dated January 11, 1995
regarding the waiver of Garret's right of first refusal, set forth the
entire understanding of the parties hereto with respect to the matters set
forth herein and supersede all prior agreements, whether oral or written,
with respect thereto, including the January 11, 1995 letter of intent.
This Agreement shall not be modified, amended or terminated, except by
another understanding in writing and executed by the parties hereto, but
not otherwise.
18. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New Jersey.
19. Severability. In the event that any provision of this
Agreement shall be construed to be invalid or unenforceable, it shall be
considered deleted here from (but only to the extent of the invalidity or
unenforceability), and the remainder of such provision and of this
Agreement shall be unaffected and shall continue in full force and effect.
20. Survival. All warranties, representations, covenants,
obligations and agreements contained in this Agreement shall survive the
Closing and the transfer and conveyance of the Partnership Interest
hereunder and any and all performances hereunder; provided, however, the
representation and warranties set forth in subparagraphs 3(a)(v), (vi) and
(vii) and 3(b)(v) hereof and the indemnity set forth in subparagraph
8(c)(i) hereof shall terminate on the date which is twelve (12) months
after the Closing.
21. Cumulative Remedies. No remedy conferred upon a party in this
Agreement is intended to be exclusive of any other remedy herein or by law
provided or permitted, but each shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing
at law, in equity or by statute (except as otherwise expressly herein
provided).
22. Consents and Approvals. Except as otherwise expressly provided
herein, any approval or consent provided to be given by a party hereunder
may be given or withheld in the absolute discretion of such party.
23. Tax Matters. The Purchasers acknowledge that (a) their tax
counsel has reviewed and approved the structure of this transaction for the
Purchasers' tax planning purposes, (b) except for its representations
contained in subparagraph 3(a) hereof, the Seller makes no representations
or warranties whatsoever as to whether a termination for Federal income tax
purposes will occur under Section 708(b)(1)(B) of the Code, and (c) Elna shall
be responsible for the filing of any and all tax returns for the Partnership
subsequent to the date hereof (except that Carlyle shall prepare the tax
returns for calendar year 1994, and Elna shall have the right to review
them).
24. Construction. The parties hereto acknowledge that each party
and its counsel have reviewed and revised this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the
interpretation of this Agreement or in any amendments, exhibits or
schedules hereto.
25. Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all
of which counterparts taken together shall constitute but one and the same
instrument. This Agreement shall become binding when one or more
counterparts taken together shall have been executed and delivered by all
the parties. It shall not be necessary in making proof of this Agreement
or any counterpart hereof to produce or account for any of the other
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first written above.

Seller:

CARLYLE REAL ESTATE
LIMITED PARTNERSHIP-X

By: JMB Realty Corporation
General Partner

By:
Julie A. Strocchia
Vice President

Purchaser:

ELNA ASSOCIATES, L.L.C.

By:
L. Robert Lieb
Manager

GARRET MOUNTAIN OFFICE
CENTER ASSOCIATES I

By: Garret Associates, L.P.
General Partner

By:
L. Robert Lieb
General Partner

[Signatures Continued On Next Page]

By: Carlyle Real Estate Limited
Partnership-X
General Partner

By: JMB Realty Corporation
General Partner

By:
Julie A. Strocchia
Vice President

With Respect to subparagraph
6(c)(iii) only:

L. Robert Lieb, Individually

With Respect to Paragraph 7 only:

GARRET ASSOCIATES, L.P.

By:
L. Robert Lieb
General Partner

EXHIBIT A

Form of Promissory Note

EXHIBIT B

Form of Guarantee<PAGE>
EXHIBIT C

Form of Pledge Agreement

EXHIBIT D

Exceptions to subparagraphs 3(a)(iv) and 3(b)(iii)

None

EXHIBIT E

Form of Indemnity Agreement

EXHIBIT F

Form of Assignment of Partnership Interest (Elna)

EXHIBIT G

Form of Redemption of Partnership Interest (Partnership)

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000314459
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-30-1995

<CASH> 9,168,581
<SECURITIES> 6,495,069
<RECEIVABLES> 351,959
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,343,418
<PP&E> 26,636,831
<DEPRECIATION> 15,052,362
<TOTAL-ASSETS> 31,006,301
<CURRENT-LIABILITIES> 10,091,236
<BONDS> 11,712,464
<COMMON> 0
0
0
<OTHER-SE> 1,050,308
<TOTAL-LIABILITY-AND-EQUITY> 31,006,301
<SALES> 1,260,998
<TOTAL-REVENUES> 1,593,865
<CGS> 0
<TOTAL-COSTS> 827,859
<OTHER-EXPENSES> 208,025
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 498,014
<INCOME-PRETAX> 59,967
<INCOME-TAX> 0
<INCOME-CONTINUING> (54,301)
<DISCONTINUED> 1,350,289
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,295,988
<EPS-PRIMARY> 12.85
<EPS-DILUTED> 0

</TABLE>