CARLYLE REAL ESTATE LTD PARTNERSHIP X, 10-K405, 1995-03-31

CARLYLE REAL ESTATE LTD PARTNERSHIP X
10-K405, 1995-03-31
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, 1994 Commission file no. 0-9726

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

Illinois 36-3057941
(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

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

Items incorporated by reference: None

TABLE OF CONTENTS

Page
----
PART I

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

Item 2. Properties. . . . . . . . . . . . . . . . . . . . . 7

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . 8

Item 4. Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . . . . . . . . 8

PART II

Item 5. Market for the Partnership's Limited
Partnership Interests and
Related Security Holder Matters . . . . . . . . . . 8

Item 6. Selected Financial Data . . . . . . . . . . . . . . 9

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . 16

Item 8. Financial Statements and Supplementary Data . . . . 22

Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure. . . . . . . . . . . . . . . . 72

PART III

Item 10. Directors and Executive Officers of the
Partnership . . . . . . . . . . . . . . . . . . . . 72

Item 11. Executive Compensation. . . . . . . . . . . . . . . 75

Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . 76

Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . . 78

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . . . . . . 78

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 81

PART I

ITEM 1. BUSINESS

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

The registrant, Carlyle Real Estate Limited Partnership - X (the
"Partnership"), is a limited partnership formed in 1979 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 $82,500,000 in Limited Partnership
Interests (the "Interests") commencing in May 1980 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-66350), which offering was increased by $17,500,000
pursuant to a new Registration Statement (No. 2-69818). A total of 100,000
Interests were sold to the public at $1,000 per Interest. The offering
closed in February 1981. 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 investments are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's real property
investments are located throughout the nation 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 on or
before December 31, 2030. Accordingly, the Partnership intends to hold the
real properties it acquires for investment purposes until such time as sale
or other disposition appears to be advantageous. Unless otherwise
described, the Partnership expects to hold its properties for long-term
investment where, due to current market conditions, it is impossible to
forecast the expected holding period. At sale of a particular property,
the proceeds, if any, are generally distributed or reinvested in existing
properties rather than invested in acquiring additional properties.

The Partnership has made the real property investments set forth in
the following table:
<TABLE>
<CAPTION>
Sale or Disposal Date
or if Owned at
December 31, 1994,
Name, Type of Property Date of Original Invested
and Location (f) Size Purchase Capital Percentage (a) Type of Ownership
---------------------- ---- -------- ---------------------- -----------------
<S> <C> <C> <C> <C>
1. Lone Pine/Bloomfield
Office Center
Bloomfield Hills,
Michigan . . . . . . 75,300 sq.ft. 8-13-80 6-30-86 fee ownership of land and
n.r.a. improvements (through joint
venture partnership)

2. Graystone Office/
Warehouse
Dallas, Texas. . . . 97,000 sq.ft. 8-13-80 7-4-89 fee ownership of land and
n.r.a. improvements (through joint
venture partnership)
3. Windmill Park
Apartments
Midland, Texas . . . 228 units 6-12-80 9-23-92 fee ownership of land and
improvements (through joint
venture partnership) (c)
4. Park Place Towers
Office Center
Birmingham,
Alabama. . . . . . . 305,900 sq.ft. 7-14-80 6-13-91 fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (d)
5. Centroplex Office
Building
White Plains,
New York . . . . . . 412,000 sq.ft. 8-1-80 7-10-91 fee ownership of land and
n.r.a. improvements (through joint
venture partnership)
6. Sunrise Mall
Brownsville,
Texas. . . . . . . . 311,000 sq.ft. 9-1-80 8.55% fee ownership of land and
g.l.a. improvements (through joint
venture partnership)
(b)(d)(g)
7. Summit North
Apartments
Atlanta,
Georgia. . . . . . . 250 units 9-17-80 6-16-83 fee ownership of land and
improvements (through joint
venture partnership)
Sale or Disposal Date
or if Owned at
December 31, 1994,
Name, Type of Property Date of Original Invested
and Location (f) Size Purchase Capital Percentage (a) Type of Ownership
---------------------- ---- -------- ---------------------- -----------------

8. Holly Pond
Office Center
Stamford,
Connecticut. . . . . 64,000 sq.ft. 12-17-80 1.61% fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (b)(d)
9. Main Place
Apartments
Mesa, Arizona. . . . 336 units 11-27-80 6-27-90 fee ownership of land and
improvements (through joint
venture partnership)
10. Garret Mountain
Office Center
West Paterson,
New Jersey . . . . . 122,400 sq.ft. 10-29-80 2.95% fee ownership of land and
n.r.a. improvements (through joint
venture partnership)
(b)(d)(g)
11. Washington Office
Building
Washington, DC . . . 260,000 sq.ft. 12-18-80 9-30-88 fee ownership of land and
n.r.a. improvements (through joint
venture partnership)
12. Double Tree Apartments
El Paso, Texas . . . 284 units 12/17/80 3-18-93 fee ownership of land and
improvements (c)
13. Frontier Mall
Cheyenne,
Wyoming. . . . . . . 232,000 sq.ft. 12-16-80 10-31-93 fee ownership of land and
g.l.a. improvements (through joint
venture partnership) (d)(h)
14. Union Plaza
Office Building
Oklahoma City,
Oklahoma . . . . . . 250,000 sq.ft. 12-31-80 8-31-93 fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (d)(e)
15. Seattle Arcade
Office Building
Seattle,
Washington . . . . . 90,000 sq.ft. 12-30-80 8-8-83 fee ownership of land and
n.r.a. improvements

Sale or Disposal Date
or if Owned at
December 31, 1994,
Name, Type of Property Date of Original Invested
and Location (f) Size Purchase Capital Percentage (a) Type of Ownership
---------------------- ---- -------- ---------------------- -----------------

16. Westwood Plaza
Shopping Center
Westwood,
New Jersey . . . . . 174,000 sq.ft. 12-17-80 8-22-88 fee ownership of land and
g.l.a. improvements and ground
leasehold interest in land
(through joint venture
partnership)
17. Silvermine
Apartments
Victoria,
Texas. . . . . . . . 216 units 12-19-80 11-29-94 fee ownership of land and
improvements (through joint
venture partnership)
(b)(c)(d)
18. Sunset Limited
Apartments
Harris County,
Texas. . . . . . . . 288 units 2-6-81 6-5-90 fee ownership of land and
improvements
19. Highpoint Shopping
Center
Harris County,
Texas. . . . . . . . 21,000 sq.ft. 2-6-81 2-5-91 fee ownership of land and
g.l.a. improvements
20. Greenway Towers
Office Building
Dallas, Texas. . . . 185,700 sq.ft. 6-30-81 5% fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (d)
21. First Interstate
Center
Seattle,
Washington . . . . . 893,000 sq.ft. 12-29-82 12.46% fee ownership of improve-
n.r.a. ments and ground leasehold
interest in land (through
joint venture partner-
ship) (d)(h)
<FN>
---------------

(a) The computation of this percentage for properties held at
December 31, 1994 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 Note 4 and to Note 3 of Notes to Financial
Statements of Unconsolidated Venture for the current outstanding principal
balances and a description of the long-term mortgage indebtedness secured
by the Partnership's real property investments.

(c) This property has been sold. Reference is made to Note 7 for a
description of the sale of such real property investment.

(d) Reference is made to Note 3 for a general description of the joint
venture partnership through which the Partnership has made this real
property investment.

(e) The lender concluded proceedings to realize upon its security and
took title to the property on August 31, 1993. Reference is made to Note
4(b)(6).

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

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

(h) The Partnership sold its interest or a portion of its interest in
this property. Reference is made to Note 7 for a description of the sale
of such Partnership interest.

</TABLE>

On November 29, 1994, the Partnership through its venture, Victoria
Apartments Partnership, sold the land, building, related improvements and
personal property of the Silvermine Apartments located in Victoria, Texas.
Reference is made to the description of such transaction in the
Partnership's report on Form 8-K (File No. 0-9726) dated March 23, 1994 and
hereby incorporated herein by reference and also to Note 7(d) for a further
description of the transaction.

On December 1, 1994, the Partnership and an affiliate sold a portion
of their interests in the Carlyle Seattle Venture. Reference is made to
the description of such transaction in the Partnership's report on Form 8-K
(File No. 0-9726) dated March 23, 1994 and hereby incorporated herein by
reference and also to Note 7(e) for a further description of the
transaction.

The Partnership's real property investments are subject to competition
from similar types of properties (including in certain areas properties
owned or advised by affiliates of the General Partner) in the respective
vicinities in which they are located. Such competition is generally for
the retention of existing tenants. Additionally, the Partnership is in
competition for new tenants in markets where significant vacancies are
present. Approximate occupancy levels for the properties are set forth in
the table in Item 2 below to which reference is made. The Partnership
maintains the suitability and competitiveness of its properties in their
markets 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, all of the investment properties held at
December 31, 1994 are adequately insured.

Reference is made to Note 8 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 properties as of
December 31, 1994.

The Partnership has 11 full-time personnel and 14 part-time
individuals who perform on-site duties at certain of the Partnership's
properties, none of whom are officers or directors of the Corporate General
Partner of the Partnership.

The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is made for a description of such terms and transactions.
<TABLE>
ITEM 2. PROPERTIES

The Partnership owns directly or through joint venture partnerships the properties or interests in the
properties referred to under Item 1 above to which reference is made for a description of said properties.

The following is a listing of principal businesses or occupations carried on in and approximate occupancy
levels by quarter during fiscal years 1994 and 1993 for the Partnership's investment properties owned during 1994:

<CAPTION>
1993 1994
------------------------- -------------------------
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. Holly Pond
Office Center
Stamford, Connecticut. . . . . Financial Ser-
vices/Attorneys 63% 74% 74% 85% 85% 92% 90% 83%
2. Sunrise Mall
Brownsville, Texas . . . . . . Retail 89% 89% 89% 89% 86% 85% 85% 90%(a)
3. Garret Mountain
Office Center
West Paterson,
New Jersey . . . . . . . . . . Utilities/
Food Products 99% 99% 99% 99% 99% 92% 94% 94%
4. Silvermine Apartments
Victoria, Texas. . . . . . . . Apartments 94% 97% 97% 99% 99% 100% 98% N/A
5. Greenway Towers
Office Building
Dallas, Texas. . . . . . . . . Insurance 75% 70% 66% 80% 90% 89% 90% 94%
6. First Interstate
Center
Seattle, Washington. . . . . . Financial Services/
Railroads 96% 96% 97% 97% 97% 99% 97% 97%

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

(a) Occupancy including temporary tenants is 95%.

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

Reference is made to Item 6, Item 7 and Note 8 for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

</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
1994 and 1993.

PART II

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

As of December 31, 1994, there were 10,407 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 economic
aspects of the transaction, will be subject to negotiation by the investor.

Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Limited Partners.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

DECEMBER 31, 1994, 1993, 1992, 1991 AND 1990
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1994 1993 1992 1991 1990
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . . . $ 8,998,039 9,668,173 12,851,389 19,948,609 27,049,560
============ =========== =========== =========== ============

Operating loss . . . . . . . . $ (96,843) (3,800,303) (3,056,251) (2,566,748) (3,734,667)
Partnership's share
of operations of
unconsolidated
ventures. . . . . . . . . . . (563,775) (429,451) 3,012,015 (970,190) (944,088)
Venture partners'
share of ventures'
operations. . . . . . . . . . 10,250 522,333 (2,633,434) 65,794 (261,855)
------------- ------------ ----------- ------------- -----------

Net operating loss . . . . . . (650,368) (3,707,421) (2,677,670) (3,471,144) (4,940,610)
Gain (loss) on sale
or disposition of
investment proper-
ties, net . . . . . . . . . . 11,122,225 10,367,072 (763,877) 16,929,654 6,221,660
------------- ------------ ----------- ------------- -----------

Net earnings
(loss) before
extraordinary
items . . . . . . . . . . . . 10,471,857 6,659,651 (3,441,547) 13,458,510 1,281,050

Extraordinary
items, net. . . . . . . . . . (146,856) -- 2,411,425 (816,125) --
------------- ------------ ----------- ------------- -----------

Net earnings
(loss) . . . . . . . . $ 10,325,001 6,659,651 (1,030,122) 12,642,385 1,281,050
============= ============ =========== ============= ===========

1994 1993 1992 1991 1990
------------- ------------ ----------- ------------- -----------

Net earnings (loss)
per Interest (b):
Net operating
loss. . . . . . . . . . . . $ (6.24) (35.59) (25.70) (33.32) (47.43)
Gain (loss) on
sale or disposi-
tion of investment
properties, net . . . . . . 110.11 102.63 (7.56) 167.60 61.59
Extraordinary
items, net. . . . . . . . . (1.41) -- 23.87 (8.08) --
------------ ----------- ----------- ------------- -----------

$ 102.46 67.04 (9.39) 126.20 14.16
============ =========== =========== ============= ===========

Total assets . . . . . . . . . $ 49,762,290 45,329,353 66,343,472 68,974,767 112,329,612
Long-term debt . . . . . . . . $ 12,391,857 16,530,351 23,234,806 23,551,860 72,673,641
Cash distributions
per Interest (c). . . . . . . $ 39.00 15.00 6.00 119.00 12.00
============ =========== =========== ============= ===========
<PAGE>
<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 Interests
outstanding at the end of the period.

(c) Cash distributions to the Limited Partners since the inception of
the Partnership have not resulted in taxable income to such Limited
Partners and have therefore represented a return of capital. Each Partner's
taxable income (or loss) from the Partnership in each year is equal to his
allocable share of the taxable income (loss) of the Partnership, without
regard to the cash generated or distributed by the Partnership.
</TABLE>
<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1994

Property
--------

Garret Mountain
Office Center a) The GLA occupancy rate and average base rent per square foot as of December 31 for each
of the last five years were as follows:

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

1990. . . . . . . . . 92% 17.34
1991. . . . . . . . . 95% 17.42
1992. . . . . . . . . 99% 19.24
1993. . . . . . . . . 99% 13.50
1994. . . . . . . . . 94% 17.47
<FN>
(1) Average base rent per square foot is based on GLA occupied as of December 31
of each year.
</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>

Peoples Service 20,245 $364,410 12/1996 N/A
Electric and Gas Co.
(Utility)

Olin Hunt 28,806 504,105 8/1997 N/A
(Food Products)

United States FBI 16,300 280,613 6/1999 N/A

</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of
leases for the next ten years at Garrett Mountain Office Center:

Annualized Percent of
Number of Approx. Total Base Rent Total 1994
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>

1995 4 7,856 115,352 5.57%
1996 1 20,245 364,410 17.60%
1997 2 33,571 589,875 28.49%
1998 -- -- -- --
1999 5 53,223 975,717 47.12%
2000 -- -- -- --
2001 -- -- -- --
2002 -- -- -- --
2003 -- -- -- --
2004
<FN>
(1) Excludes leases that expire in 1995 for which renewal leases or leases
with replacement tenants have been executed as of March 25, 1995.
</TABLE>
<TABLE>
<CAPTION>

Property
--------

Sunrise Mall a) The GLA occupancy rate and average base rent per square foot as of December 31 for
each of the last five years were as follows:

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

1990. . . . . . . . . 86% 5.91
1991. . . . . . . . . 87% 5.96
1992. . . . . . . . . 89% 5.78
1993. . . . . . . . . 89% 6.11
1994. . . . . . . . . 90% 6.54
<FN>
(1) Average base rent per square foot is based on GLA occupied as of
December 31 of each year.
</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>

K-Mart 84,180 $266,349 1/2005 N/A
(Department Store)

Beall Brothers 42,000 147,000 1/2000 N/A
(Department Store)

</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of
leases for the next ten years at Sunrise Mall:

1995 6 9,534 84,588 4.65%
1996 6 9,910 135,396 7.44%
1997 2 3,450 34,872 1.92%
1998 1 2,370 28,440 1.56%
1999 1 1,054 16,860 .93%
2000 5 48,631 248,652 13.66%
2001 8 36,207 328,680 18.05%
2002 2 3,950 62,868 3.45%
2003 1 878 17,556 .96%
2004 1 5,945 47,556 2.61%
<FN>
(1) Excludes leases that expire in 1995 for which renewal leases or leases
with replacement tenants have been executed as of March 25, 1995.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

On May 29, 1980, the Partnership commenced an offering of $82,500,000
pursuant to a Registration Statement on Form S-11 under the Securities Act
of 1933, which offering was increased by $17,500,000 by a new Registration
Statement. All Interests were subscribed and issued between May 29, 1980
and February 11, 1981 from which the Partnership received gross proceeds of
$100,000,000.

After deducting selling expenses and other offering costs, the
Partnership had approximately $90,000,000 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 reserves. A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.

At December 31, 1994, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $23,720,000. Such cash and
cash equivalents and short-term investments of approximately $3,121,000 are
available for capital improvements, distributions to partners, and for
working capital requirements. The Partnership and its consolidated
ventures have currently budgeted approximately $851,000 for tenant
improvements and other capital expenditures in 1995. The Partnership's
share of such items and its share of similar items for its unconsolidated
ventures is currently budgeted to be approximately $525,000 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 and refinancing of such investments. The
Partnership has sold its interest in the Garret Mountain venture effective
January 1995 and intends to relinquish its interest in the Holly Pond
venture. The Partnership does not consider these investments long-term
sources of operational cash generated. Additionally, the Greenway Tower
Office Building is incurring deficits which are being funded from its
mortgage loan. Reference is made to Note 4(b)(8). The Partnership does
not consider this investment as a short-term source of operational cash
generated. In such regard reference is made to the Partnership's specific
discussions below and also to the Partnership's disclosure of certain
property lease expirations in Item 6.

Many of the Partnership's investment properties currently operate in
overbuilt markets which are characterized by lower than normal occupancies
and/or reduced rent levels. Such competitive conditions have resulted in
reduced cash flow or operating deficits at certain of the Partnership's
investment properties.

Commencing in July 1996, certain of the mortgage loans currently
secured by the properties will begin to mature. At maturity, there can be
no assurances that the Partnership will be able to obtain replacement
financing. If the Partnership is unable to secure or does not seek new or
additional modifications or extensions to the loans, based upon current and
expected future market conditions, the Partnership would likely decide not
to commit any significant additional amounts to any of the properties which
are incurring or in the future do incur, operating deficits. This would
result in the Partnership no longer having an ownership interest in such
properties. Such decisions would be made on a property-by-property basis
and could result in gain for financial reporting and Federal income tax
purposes to the Partnership with no corresponding distributable proceeds.

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
cash (less non-refundable deposits as described above) for 49.95% of its
interest as explained above. The unaffiliated venture partner paid
$5,000,000 in cash for the option to purchase the remaining 50.05% of
Carlyle Seattle's interest in First Interstate. Additionally the
unaffiliated venture partner loaned Carlyle Seattle $15,000,000 (bearing
interest at a rate of 9% per annum with accrued interest and unpaid
principal due on January 1, 1997) which 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 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. In connection with the sale
transaction, the First Interstate joint venture agreement was amended to
cause the joint venture to be converted to a limited partnership in which
Carlyle Seattle is the sole limited partner and the unaffiliated venture
partner is the sole general partner. The Partnership's share of proceeds
from this transaction was approximately $10,754,000 and its share of gain
on sale and restructuring was approximately $9,374,000 in 1994.

In November 1991, the Energy Plaza venture reduced debt service
payments to the extent of cash flow at the Union Plaza Office Building. On
May 27, 1993, the lender posted the property for acceleration of the
mortgage and all accrued interest. Based upon current market conditions
and other considerations relating to the property and the Partnership's
portfolio, the Partnership had decided not to commit any significant
additional amounts to the property. Consequently, the lender realized upon
its mortgage security interest in the property on August 31, 1993.
Reference is made to Note 4(b)(6).

The mortgage loan secured by the Double Tree Apartments was scheduled
to mature in April 1992. The Partnership had obtained a one year
extension. Debt service payments were ceased beginning April 1, 1992 in
conjunction with the modification negotiations, but payments were remitted
in full upon the finalization of the extension agreement. The Partnership
continued to pay debt service in accordance with the previously modified
terms until the property was sold in March 1993. Reference is made to
Notes 4(b)(4) and 7(b).

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 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 recorded a provision for value
impairment of $785,084 in the accompanying consolidated financial
statements. Such provision, made as of December 31, 1993, was recorded 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 at December 31, 1994 and December 31, 1993 as a
current liability in the accompanying consolidated balance sheets. The
second mortgage loan secured by both the Garret Mountain Office Center and
the venture was extended to July 31, 1996 in October, 1993. Reference is
made to Note 4(b)(9).

On January 25, 1995, the Partnership sold its interest in the Garret
Mountain venture to its venture partner. The sales price was $300,000,
represented by $50,000 in cash at closing and an interest bearing note for
$250,000 due February 1, 1997. The note earns interest at 10% per annum
and is payable in monthly payments of interest only until maturity when the
full principal balance is due. Reference is made to Note 11(a).

In August, 1990, the Holly Pond venture suspended debt service
payments at the Holly Pond Office Building. 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 $21,600 for potential future
environmental clean-up costs at the Holly Pond property. Reference is made
to Note 4(b)(5).

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% occupied at December 31, 1994) is incurring capital
improvement and operating deficits. These deficits are being funded from
its mortgage loan which allows funding for tenant improvements, leasing
commissions, interest advances and capital improvements. As of December
31, 1994, $1,266,470 remains available for future advances. Reference is
made to Note 4(b)(8).

The Partnership's and its ventures' mortgage obligations are all non-
recourse except for the second mortgage secured by both the Garret Mountain
Office Center and the venture, which was retired at sale in 1995 (note
11(a)). 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.

Though the economy has recently shown signs of improvement and
financing is generally becoming more available for certain types of higher-
quality properties in healthy markets, real estate lenders are typically
requiring a lower loan-to-value ratio for mortgage financing than in the
past. This has made it difficult for owners to refinance real estate
assets at their current debt levels unless the value of the underlying
property has appreciated significantly. As a consequence, and due to the
weakness of some of the local real estate markets in which the
Partnership's properties operate, the Partnership is taking steps to
preserve its working capital. Therefore, the Partnership is carefully
scrutinizing the appropriateness of any discretionary expenditures,
particularly in relation to the amount of working capital it has available.

By conserving working capital, the Partnership will be in a better position
to meet future needs of its properties without having to rely on external
financing sources.

Due to the factors discussed above and the general lack of buyers of
real estate today, it is likely that the Partnership may hold some of its
remaining investment properties longer than originally anticipated in order
to maximize the return to the Limited Partners. On November 3, 1993, the
Partnership received proceeds from the sale of the Partnership's interest
in the Frontier Mall Partnership as more fully described in Note 7(c). A
portion of such proceeds was distributed to the Limited Partners in
February, 1994. 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
7(d) and 7(e), respectively. A portion of such proceeds was distributed to
the Limited Partners in February 1995, as more fully described in Note
11(b). Although sale proceeds from the disposition of certain of the
Partnership's remaining assets are expected, in light of the current
severely depressed real estate markets, without a dramatic improvement in
market conditions, the Limited Partners will not receive a full return of
their original investment.

RESULTS OF OPERATIONS

At December 31, 1994, 1993 and 1992, the Partnership owned four, six
and nine operating properties, respectively. Reference is made to Notes 3
and 6 for a description of agreements which the Partnership has entered
into with sellers or affiliates of sellers of the Partnership's properties
for the operation and management of such properties.

The aggregate increase in cash and cash equivalents and short-term
investments at December 31, 1994 as compared to December 31, 1993 is
primarily due to proceeds received from the sale of Silvermine Apartments
($1,143,216) and the First Interstate Center transaction ($10,753,614).
Reference is made to Note 7(d) and 7(e), respectively. A portion of such
proceeds was distributed to the Limited Partners in February 1995.
Reference is made to Note 11(b). This increase is partially offset by cash
distributions ($3,925,152) made during 1994.

The increase in rents and other receivables at December 31, 1994 as
compared to December 31, 1993 is primarily due to the receipt in 1995 of a
1994 cash distribution to the Partnership from the Greenway Tower Joint
Venture.

The decrease in escrow deposits, land, buildings and improvements,
accumulated depreciation, deferred expenses, venture partners' deficit in
venture, tenant security deposits and long-term debt at December 31, 1994
as compared to December 31, 1993 is primarily due to the sale of Silvermine
Apartments in 1994. Reference is made to Note 7(d).

The decrease in investment in unconsolidated ventures reflected as
assets at December 31, 1994 as compared to December 31, 1993 is due to
losses and distributions from the Greenway Tower Office Building in 1994.

The decrease in accounts payable at December 31, 1994 as compared to
December 31, 1993 is primarily due to the timing of payment of certain
leasing expenses by the Garret Mountain office center in 1994.

The increase in accrued interest at December 31, 1994 as compared to
December 31, 1993 is primarily due to the suspension of debt service
payments in 1990 on the mortgage loan secured by the Holly Pond Office
Center. Reference is made to Note 4(b)(5). The increase is also due to
interest accruals related to the debt secured by the Garret Mountain Office
Center as debt service payments have been reduced while debt modification
discussions have taken place. Reference is made to Note 4(b)(9).

The decrease in accrued real estate taxes at December 31, 1994 as
compared to December 31, 1993 is primarily due to the payment of prior
years real estate tax by the Holly Pond Office Center in 1994.

The increase in investment in unconsolidated ventures reflected as
liabilities at December 31, 1994 as compared to December 31, 1993 is
primarily due to the sale of a portion of the Partnership's interest in the
First Interstate Center. Reference is made to Note 7(e).

The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses and amortization of deferred
expenses for the year ended December 31, 1994 as compared to the year ended
December 31, 1993 and the year ended December 31, 1993 as compared to
December 31, 1992 are primarily due to the sale of the Double Tree
Apartments in March 1993 and the lender obtaining legal title to the Union
Plaza office building in August 1993. Reference is made to Notes 4(b)(6)
and 7(b). Such decreases for 1993 as compared to 1992 are also due to the
sale of the Windmill Park Apartments in September 1992. Reference is made
to Note 7(a).

The provision for unrealizable venture partner deficit in 1992 is a
result of the elimination of the venture partners' deficit capital account
of $1,102,925 as of June 30, 1992 at Garret Mountain Office Center.

The $785,084 provision for value impairment for 1993 is due to the
Partnership recording a provision for value impairment at the Garret
Mountain office building at December 31, 1993 to reduce the net carrying
value and the related deferred expenses to the outstanding balance of the
related non-recourse financing due to the uncertainty of the Partnership's
ability to recover the net carrying value of the investment property
through future operations or sale. Reference is made to Note 1.

The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1994 as compared to the year ended
December 31, 1993 is primarily due to the sale of the Partnership's
interest in Frontier Mall in October, 1993. Reference is made to Note
7(c). The decrease is also due to decreased rental income in 1994 at the
First Interstate Center resulting from decreased rental rates. The
decrease for the year ended December 31, 1993 as compared to the year ended
December 31, 1992 is primarily due to the $410,249 gain recognized on the
refinancing of debt secured by the Greenway Tower Office Building in 1992.
Reference is made to Note 4(b)(8).

The decrease in venture partners' share of ventures' operations for
the year ended December 31, 1994 as compared to the year ended December 31,
1993 is primarily due to the lenders obtaining legal title to the Union
Plaza office building in August, 1993. Reference is made to Note 4(b)(6).
The decrease for the year ended December 31, 1993 as compared to the year
ended December 31, 1992 is primarily due to the gain recognized on the
refinancing of debt secured by the Greenway Tower Office Building in 1992.
Reference is made to Note 4(b)(8).

The gain on sale or disposition of investment properties for 1994 is
related to the sales of the Silvermine Apartments and a portion of the
Partnership's interest in the Carlyle Seattle Venture. Reference is made
to Note 7(d) and 7(e). The gain on sale or disposition of investment
properties for 1993 is related to the sales of the Double Tree Apartment
Complex and the Partnership's interest in the Frontier Mall Venture and to
the lenders obtaining legal title to the Union Plaza Office Building.
Reference is made to Notes 7(b), 7(c) and 4(b)(6). The loss on sale of
investment property for 1992 is related to the sale of Windmill Park
Apartments. Reference is made to Note 7(a).

The extraordinary item for 1994 relates to a prepayment penalty and
the amortization of deferred costs related to the retirement of the
mortgage note secured by the Silvermine Apartments upon the sale of the
property. Reference is made to Notes 4(b)(3) and 7(d). The extraordinary
item for 1992 relates to the cancellation of the first mortgage note
secured by Windmill Park Apartments. Reference is made to Note 7(a).

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.

To the extent that inflation in future periods does have an adverse
impact on property operating expenses, the effect will generally be offset
by amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes. Therefore, there should be little effect on
operating earnings if the properties remain substantially occupied. In
addition, substantially all of the leases at the Partnership's shopping
center investment contain provisions which entitle the Partnership to
participate in gross receipts of tenants above fixed minimum amounts.

Future inflation may also cause capital appreciation of the
Partnership's investment properties over a period of time to the extent
that rental rates and replacement costs of properties increase.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1994 and 1993
Consolidated Statements of Operations, years ended December 31,
1994, 1993 and 1992
Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows, years ended December 31,
1994, 1993 and 1992
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 financial statements or related notes.

CARLYLE-SEATTLE
AN UNCONSOLIDATED VENTURE OF
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

INDEX

Independent Auditors' Report
Balance Sheets, November 30, 1994 and December 31, 1993
Statements of Operations, eleven months ended November 30, 1994
and years ended December 31, 1993 and 1992
Statements of Partners' Capital Accounts (Deficits), eleven
months ended November 30, 1994 and years ended December 31,
1993 and 1992
Statements of Cash Flows, eleven months ended November 30, 1994
and years ended December 31, 1993 and 1992
Notes to Financial Statements

Schedule
--------

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 financial statements or related notes.<PAGE>

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X:

We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - X (a limited partnership) and consolidated
ventures 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 - X and consolidated ventures at
December 31, 1994 and 1993, and the results of their operations and their
cash flows for each of the years in the three-year period ended December
31, 1994, 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.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 27, 1995
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1994 AND 1993

ASSETS
------
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . $23,719,647 657,375
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . 3,120,977 17,604,867
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . 486,909 373,806
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,984 208,363
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 27,386,517 18,844,411
----------- -----------
Investment properties, at cost (notes 2 and 3) - Schedule III:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,131,489 4,513,649
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . 33,306,914 36,950,753
----------- -----------
37,438,403 41,464,402
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . 18,745,887 19,580,695
----------- -----------
Total investment properties,
net of accumulated depreciation. . . . . . . . . . . . . . . . . . 18,692,516 21,883,707
----------- -----------
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . 2,769,146 3,056,454
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 431,095 591,053
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . 483,016 391,349
Venture partners' deficits in ventures (note 3). . . . . . . . . . . . . . . . -- 562,379
----------- -----------
$49,762,290 45,329,353
=========== ===========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

1994 1993
----------- -----------
Current liabilities:
Current portion of long-term debt (note 4) . . . . . . . . . . . . . . . . . $12,621,045 12,651,424
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 552,291 695,899
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,180,147 2,369,967
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 441,696 859,566
----------- -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . 16,795,179 16,576,856
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,128 122,687
Investment in unconsolidated ventures, at equity (note 1). . . . . . . . . . . 5,370,037 3,408,985
Long-term debt, less current portion (note 4). . . . . . . . . . . . . . . . . 12,391,857 16,530,351
----------- -----------

Commitments and contingencies (notes 3, 4 and 8)

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 34,641,201 36,638,879

Venture partners' subordinated equity in ventures (note 3) . . . . . . . . . . 5,311,743 5,280,977
Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . . . . . (4,471,087) (4,550,420)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . . (928,694) (903,693)
----------- -----------
(5,398,781) (5,453,113)
----------- -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . . . . 90,049,709 90,049,709
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . . . . . (18,607,246) (28,852,914)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . . (56,234,336) (52,334,185)
----------- -----------
15,208,127 8,862,610
----------- -----------
Total partners' capital accounts . . . . . . . . . . . . . . . . . . 9,809,346 3,409,497
----------- -----------

$49,762,290 45,329,353
=========== ===========
<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

YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
1994 1993 1992
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . $ 8,284,677 8,977,099 12,118,555
Interest income. . . . . . . . . . . . . . . . . . . . . 713,362 691,074 732,834
------------ ------------ ------------

8,998,039 9,668,173 12,851,389
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . 3,108,450 4,558,845 5,555,875
Depreciation . . . . . . . . . . . . . . . . . . . . . . 1,173,001 1,826,311 2,258,584
Property operating expenses. . . . . . . . . . . . . . . 4,018,407 5,433,301 6,154,665
Professional services. . . . . . . . . . . . . . . . . . 294,686 271,376 238,507
Amortization of deferred expenses. . . . . . . . . . . . 207,632 289,712 317,503
Management fees to corporate general
partner. . . . . . . . . . . . . . . . . . . . . . . . 41,669 41,669 41,669
General and administrative . . . . . . . . . . . . . . . 251,037 262,178 237,912
Provision for unrealizable venture
partner deficit (note 1) . . . . . . . . . . . . . . . -- -- 1,102,925
Provision for value impairment (note 1). . . . . . . . . -- 785,084 --
------------ ------------ ------------

9,094,882 13,468,476 15,907,640
------------ ------------ ------------

Operating loss. . . . . . . . . . . . . . . . . . . . (96,843) (3,800,303) (3,056,251)

Partnership's share of operations of
unconsolidated ventures
(notes 1, 3 and 10). . . . . . . . . . . . . . . . . . . (563,775) (429,451) 3,012,015
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . . . 10,250 522,333 (2,633,434)
------------ ------------ ------------

Net operating loss. . . . . . . . . . . . . . . . . . (650,368) (3,707,421) (2,677,670)
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1994 1993 1992
------------ ------------ ------------

Gain (loss) on sale or disposition of
investment properties, net of venture
partner's gain (loss) of $1,297,406
in 1994, $2,048,668 in 1993 and
($763,877) in 1992 (notes 4(b) and 7). . . . . . . . . . 11,122,225 10,367,072 (763,877)
------------ ------------ ------------

Net earnings (loss) before
extraordinary items . . . . . . . . . . . . . . . . 10,471,857 6,659,651 (3,441,547)

Extraordinary items, net of
venture partners' share of
($146,856) in 1994 and
$2,411,425 in 1992
(notes 4(b)(3) and 7(a)). . . . . . . . . . . . . . (146,856) -- 2,411,425
------------ ------------ ------------

Net earnings (loss) . . . . . . . . . . . . . . . . . $ 10,325,001 6,659,651 (1,030,122)
============ ============ ============

Net earnings (loss) per
limited partnership
interest (note 1):
Net operating loss. . . . . . . . . . . . . . . . $ (6.24) (35.59) (25.70)
Gain on sale or disposi-
tion of investment
properties, net . . . . . . . . . . . . . . . . 110.11 102.63 (7.56)
Extraordinary items,
net . . . . . . . . . . . . . . . . . . . . . . (1.41) -- 23.87
------------ ------------ ------------

$ 102.46 67.04 (9.39)
============ ============ ============

<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 PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS
------------------------------------------------ ---------------------------------------------------
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,
1991. . . . . . $1,000 (4,415,163) (853,691) (5,267,854) 90,049,709 (34,617,700) (50,234,080) 5,197,929
Net loss
(note 5). . . . -- (90,631) -- (90,631) -- (939,491) -- (939,491)
Cash distribu-
tions ($6.00
per limited
partnership
interest) . . . -- -- (25,001) (25,001) -- -- (600,030) (600,030)
------ ----------- -------- ---------- ---------- ----------- ----------- -----------
Balance
(deficit)
December 31,
1992. . . . . . 1,000 (4,505,794) (878,692) (5,383,486) 90,049,709 (35,557,191) (50,834,110) 3,658,408

Net earnings
(loss)
(note 5). . . . -- (44,626) -- (44,626) -- 6,704,277 -- 6,704,277
Cash distribu-
tions ($15.00
per limited
partnership
interest) . . . -- -- (25,001) (25,001) -- -- (1,500,075) (1,500,075)
------ ----------- -------- ---------- ---------- ----------- ----------- -----------
Balance
(deficit)
December 31,
1993. . . . . . 1,000 (4,550,420) (903,693) (5,453,113) 90,049,709 (28,852,914) (52,334,185) 8,862,610
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

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

GENERAL PARTNERS LIMITED PARTNERS
------------------------------------------------ ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- ------------
Net earnings
(note 5). . . . -- 79,333 -- 79,333 -- 10,245,668 -- 10,245,668
Cash distribu-
tions ($39.00
per limited
partnership
interest) . . . -- -- (25,001) (25,001) -- -- (3,900,151) (3,900,151)
------ ----------- -------- ---------- ---------- ----------- ----------- -----------
Balance
(deficit)
December 31,
1994. . . . . . $1,000 (4,471,087) (928,694) (5,398,781) 90,049,709 (18,607,246) (56,234,336) 15,208,127
====== =========== ======== ========== ========== =========== =========== ===========

<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
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

<CAPTION>
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . $10,325,001 6,659,651 (1,030,122)
Items not requiring (providing) cash
or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . 1,173,001 1,826,311 2,258,584
Amortization of deferred expenses. . . . . . . . . . . 207,632 289,712 317,503
Extraordinary items, net of venture partners'
share (notes 4(b)(3) and 7(a)) . . . . . . . . . . . 146,856 -- (2,411,425)
Long-term debt - deferred accrued interest . . . . . . -- 420,883 708,752
Provision for unrealizable venture partner
deficit . . . . . . . . . . . . . . . . . . . . . . -- -- 1,102,925
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . . . . . . . 563,775 429,451 (3,012,015)
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . . . . (10,250) (522,333) 2,633,434
Provision for value impairment . . . . . . . . . . . . -- 785,084 --
Loss (gain) on sale or disposition of
investment properties, net of venture
partner's share (notes 4(b) and 7) . . . . . . . . . (11,122,225) (10,367,072) 763,877
Changes in:
Rents and other receivables. . . . . . . . . . . . . . (113,103) 163,048 388,371
Escrow deposits. . . . . . . . . . . . . . . . . . . . 149,379 215,393 (11,839)
Accrued rents receivable . . . . . . . . . . . . . . . (91,667) (88,501) 78,911
Accounts payable . . . . . . . . . . . . . . . . . . . (143,608) 24,074 (658,015)
Accrued interest . . . . . . . . . . . . . . . . . . . 810,180 691,323 863,554
Accrued real estate taxes. . . . . . . . . . . . . . . (417,870) 43,311 192,024
Tenant security deposits . . . . . . . . . . . . . . . (38,559) (69,481) (5,216)
----------- ----------- -----------
Net cash provided by
operating activities . . . . . . . . . . . . . 1,438,542 500,854 2,179,303
----------- ----------- -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1994 1993 1992
----------- ----------- -----------

Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments . . . . . . . . . . . . . . . . 14,483,890 (4,143,403) 1,831,886
Additions to investment properties . . . . . . . . . . . (546,394) (570,823) (1,241,647)
Cash proceeds from sale of investment
properties, net of selling expenses. . . . . . . . . . 1,631,512 4,330,607 500,000
Partnership's contributions to
unconsolidated ventures. . . . . . . . . . . . . . . . -- -- (286,008)
Partnership's distributions from
unconsolidated ventures. . . . . . . . . . . . . . . . 11,058,159 353,633 219,824
Payment of deferred expenses . . . . . . . . . . . . . . (187,521) (200,019) (180,525)
----------- ----------- -----------
Net cash provided by
investing activities . . . . . . . . . . . . . 26,439,646 (230,005) 843,530
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . (343,606) (313,424) (865,786)
Venture partner's contributions to venture . . . . . . . 31,302 117,407 52,174
Distributions to venture partners. . . . . . . . . . . . (578,460) (44,000) (19,935)
Distributions to limited partners. . . . . . . . . . . . (3,900,151) (1,500,075) (600,030)
Distributions to general partners. . . . . . . . . . . . (25,001) (25,001) (25,001)
----------- ----------- -----------
Net cash used in
financing activities . . . . . . . . . . . . . (4,815,916) (1,765,093) (1,458,578)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . . . . . . 23,062,272 (1,494,244) 1,564,255

Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . . . 657,375 2,151,619 587,364
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . . . $23,719,647 657,375 2,151,619
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . $ 2,298,270 1,876,197 3,932,284
=========== =========== ===========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1994 1993 1992
----------- ----------- -----------

Non-cash investing and financing activities:
Disposition of investment properties (note 4(b)):
Balance due on long-term debt canceled . . . . . . . $ -- 18,556,048 --
Balance due on long-term debt -
deferred accrued interest canceled . . . . . . . . -- 1,151,206 --
Accrued interest expense on accelerated
long-term debt . . . . . . . . . . . . . . . . . . -- 2,774,579 --
Reduction of investment properties . . . . . . . . . -- (15,510,251) --
Reduction of deferred expenses . . . . . . . . . . . -- (279,694) --
----------- ----------- -----------
Non-cash gain recognized due to
lender realizing upon security . . . . . . . $ -- 6,691,888 --
=========== =========== ===========
Sale of investment properties (note 7):
Total sales proceeds, net of
selling expenses . . . . . . . . . . . . . . . . . $ 5,610,644 13,152,621 --
Prepayment penalty . . . . . . . . . . . . . . . . . (153,865) -- --
Principal balance due on mortgage payable. . . . . . (3,825,267) (8,382,042) --
Accrued interest due on mortgage payable . . . . . . -- (439,972) --
----------- ----------- -----------
Cash proceeds from sale of investment
properties, net of selling expenses. . . . . . $ 1,631,512 4,330,607 --
=========== =========== ===========
Sale of investment property (note 7(a)):
Principal balance due on first mortgage. . . . . . . $ -- -- 4,315,564
Reduction of land. . . . . . . . . . . . . . . . . . -- -- (525,235)
Reduction of buildings and improvements. . . . . . . -- -- (1,499,632)
Reduction of furniture and fixtures. . . . . . . . . -- -- (2,887)
Reduction of accrued interest payable. . . . . . . . -- -- 1,007,286
----------- ----------- -----------
Non-cash net gain recognized on sale . . . . . . $ -- -- 3,295,096
=========== =========== ===========

<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

DECEMBER 31, 1994, 1993 AND 1992

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the
accounts of the Partnership and its ventures (note 3), Midland-Carlyle
Partnership ("Midland") (note 4(b)(2)), Holly Pond Associates ("Holly
Pond"), Sunrise Brownsville Associates, Ltd. ("Sunrise"), Garret Mountain
Office Center Associates I ("Garret Mountain"), Victoria Apartments
Partnership ("Victoria"), Energy Plaza Associates Limited Partnership
("Energy Plaza") (note 4(b)(6)) 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"), Carlyle
Frontier Associates ("Carlyle/Frontier") (note 7(c)) 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"), Carlyle/Frontier and Carlyle/Frontier's venture, Frontier
Mall Associates 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 effect of these items is summarized as follows:<PAGE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

1994 1993
-------------------------------- ------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . . . $49,762,290 35,923,186 45,329,353 28,228,481
Partners' capital accounts
(deficit) (note 5):
General partners . . . . . . . . . . (5,398,781) (2,035,241) (5,453,113) (3,267,228)
Limited partners . . . . . . . . . . 15,208,127 29,647,531 8,862,610 10,985,708
Net earnings (loss) (note 5):
General partners . . . . . . . . . . 79,333 1,256,988 (44,626) 1,543,452
Limited partners . . . . . . . . . . 10,245,668 22,561,974 6,704,277 8,508,524
Net earnings per limited
partnership interest. . . . . . . . . . 102.46 225.63 67.04 85.08
=========== ========== ========== ============

</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The net earnings per limited partnership 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 net gain for
financial reporting and income tax purposes.

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 classification 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
($23,385,955 at December 31, 1994 and none at December 31, 1993) as cash
equivalents with any remaining amounts (generally with original 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.

Certain 1993 and 1992 amounts have been reclassified to conform to the
1994 presentation.

Due to the uncertainty of the Partnership's ability to recover the net
carrying value of the Garret Mountain office building through future
operations or sale, the Partnership made a provision for value impairment
on such investment property of $785,084. Such provision at December 31,
1993 was recorded to reduce the net carrying value of the investment
property to the outstanding balance of the related non-recourse debt (note
4(b)(9)). Also, as a result of the deteriorated economic condition of the
West Paterson, New Jersey real estate market and the uncertainty of the
venture recovering its deficit capital account from future operations and
ultimate sale of the property, the Partnership made a provision for
unrealizable venture partner deficit capital of $1,102,925. Such provision
was recorded as of June 30, 1992 to eliminate the venture partners' deficit
capital account. This property was sold to the Venture partner in January,
1995 (note 11(a)).

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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(2) INVESTMENT PROPERTIES

The Partnership originally acquired, either directly or through joint
ventures (note 3), six apartment complexes, four shopping centers, ten
office buildings and one office/warehouse center. Seventeen properties
have been sold or disposed by the Partnership. All of the Partnership's
remaining property investments were operating at December 31, 1994. The
cost of the investment properties represents the total cost to the
Partnership and its ventures plus miscellaneous acquisition costs.

Depreciation on the operating properties has been provided over the
estimated useful lives of 5 to 30 years using the straight-line method.

All investment properties are pledged as security for the long-term
debt (note 4), for which there is no recourse to the Partnership except for
the second mortgage loan secured by both the Garret Mountain Office Center
and the venture (notes 4(b)(9) and 11(a)).

Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives. Provisions for value impairment are
recorded with respect to the investment properties whenever the estimated
future cash flows from a property's operations and projected sale are less
than the property's net carrying value.

(3) VENTURE AGREEMENTS

(a) General

The Partnership originally entered into eighteen joint venture
agreements of which thirteen, Arcade Associates, Lone Pine/Bloomfield
Office Center Associates, Carlyle-Graystone Associates, Summit North
Associates, Ltd., Place VIII Associates, 13th and L Associates, Consut
Westwood Associates, Park Place Associates, Centroplex Associates, Midland-
Carlyle Partnership, Energy Plaza Associates, Carlyle Frontier Associates
and Victoria Apartments Partnership have been terminated. Pursuant to such
venture agreements, the Partnership made capital contributions aggregating
$79,625,550 through December 31, 1994. In general, the joint 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, but
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 has acquired, through the above ventures, four
apartment complexes, three shopping centers, ten office buildings and one
office/warehouse center. In most instances, the properties were acquired
(as completed) for a fixed purchase price. However, certain properties
were developed by the ventures and in those instances, the contributions of
the Partnership were generally fixed. The joint venture partner (who was
primarily responsible for constructing the property) contributed any excess
of cost over the aggregate amount available from Partnership contributions
and financing and, to the extent such funds exceeded the aggregate costs,
was entitled to retain such excesses. The venture properties have been
financed under various long-term debt arrangements (note 4).

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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
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. During 1994, 1993 and 1992, two, two and five,
respectively, of the ventures' properties produced net cash receipts. In
addition, the Partnership generally has preferred positions (related to the
Partnership's cash investment in the ventures) with respect to distribution
of sale or refinancing proceeds from the ventures. In general, operating
profits and losses are shared in the same ratio as net cash receipts;
however, if there are no net cash receipts, substantially all profits or
losses are allocated to the partners in accordance with their respective
economic interests.

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.

(b) Carlyle Seattle

On December 1, 1994, Carlyle Seattle sold 49.95% of its interest in
First Interstate (note 7(e)).

During 1982, the Partnership acquired, through a joint venture ("First
Interstate") between an affiliated joint venture ("Carlyle Seattle")
described below 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 deficits, if any,
were shared 50% by Carlyle Seattle and 50% by 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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In connection with the 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. Immediately after the execution of the
amendment to the Venture Agreement, the unaffiliated venture partner
conveyed its general partnership interest to its affiliate and First
Interstate was recapitalized. The recapitalization involved the
refinancing and replacement of the first mortgage loan. 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 converted 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.

In September 1987, Greenway entered into an agreement with an
additional venture partner to form a new venture, Greenway Tower. The
terms of the Greenway Tower agreement called for contributions of the
property, subject to the original first mortgage loan, plus $525,000 by
Greenway and $525,000 by the additional venture partner. Profits and
losses were allocated 50% to Greenway and 50% to the additional venture
partner. Net cash flow and net sale or refinancing proceeds (as defined)
would have generally be distributed 50% to Greenway and 50% to the
additional venture partner. In October 1992, the Greenway Tower venture
refinanced the outstanding debt secured by the property through a
discounted payment (note 4(b)(8)). Pursuant to the replacement financing,
the Greenway Tower venture agreement was amended to reflect a 45% interest
for Greenway and 55% interest for the additional venture partner.

In conjunction with the formation of Greenway Tower, management
responsibilities were assumed in September 1987 by an affiliate of the
additional venture partner for a fee based on a percentage of gross
receipts.

(d) Park Place

In April 1986, as a result of defaults by the venture partner in its
obligations under the joint venture partnership and related agreements, the
venture partner transferred its interest in the joint venture to the
Partnership and the two individual principals of the venture partner signed
non-interest bearing promissory notes in the aggregate amount of $1,000,000
payable to the joint venture on April 24, 1991. The notes have not been
recorded in the accompanying consolidated financial statements due to the
unlikelihood of their collection. The Partnership obtained judgments
against the makers of the notes aggregating $1,024,000 for which
enforcement is now being pursued. However, it is unlikely the Partnership
will be able to collect upon these judgements as it is uncertain whether
these individuals have sufficient assets to satisfy the judgments in whole
or in part. As of December 31, 1994, no amounts have been collected from
the makers of the notes.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(e) Union Plaza

On August 31, 1993, the lender concluded proceedings to realize upon
its security and took title to the property (note 4(b)(6)).

Effective October 1, 1985, the joint venture agreement was amended
concurrent with the admission of an additional venture partner. The terms
of the amended agreement provided for contributions by the new venture
partner of $2,500,000 through March 1988, all of which were received
through December 31, 1989.

The capital contributions of the new venture partner were used by the
venture to first fund operating deficits at the Union Plaza Office Building
and secondly to the extent available, to repay any advances from the
Partnership plus interest. Due to the inability of the original venture
partner to meet its ongoing obligation to contribute capital to fund the
aforementioned operating deficits and tenant improvement and lease
commission costs, the Partnership advanced funds to the venture. As of
August 31, 1993, the Partnership had advanced approximately $4,000,000 to
the venture.
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(4) LONG-TERM DEBT

(a) Long-term debt of the Partnership and its consolidated ventures consists of the following at
December 31, 1994 and 1993:
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>

11-1/2% mortgage note; secured by the Holly Pond
office building in Stamford, Connecticut; payable in
monthly installments of $53,009, (including interest)
subject to call on June 1, 1997 when the remaining
balance of approximately $4,792,000 is payable;
see note 4(b)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,196,401 5,196,401

9-3/8% mortgage note; secured by the Sunrise Mall
shopping center in Brownsville, Texas; payable in
monthly installments of $113,415 (including interest)
until January 1, 2001 when the remaining balance of
$10,149,489 is payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,023,073 12,245,437

12-5/8% mortgage note; secured by the Garret Mountain
office building in West Paterson, New Jersey;
payable in monthly installments of $81,983
(including interest) until July 1, 1997 when
the remaining balance of $6,769,779 is payable;
see notes 4(b)(9) and 11(a) . . . . . . . . . . . . . . . . . . . . . . . . 7,108,514 7,147,162

8% second mortgage note; secured by the Garret Mountain
office building in West Paterson, New Jersey;
payable in monthly installments of interest and
monthly principal payments of $1,000 until April 30,
1994 and $6,000 thereafter until July 31, 1996
when the remaining balance of approximately
$571,000 is payable; see notes 4(b)(9) and 11(a) . . . . . . . . . . . . . . 684,914 736,914

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

1994 1993
----------- -----------

8-3/4% mortgage note; secured by the Silvermine
apartment complex in Victoria, Texas; payable in
monthly installments of principal and interest of
$30,797 until December 1, 1998 when the then
remaining balance of approximately $3,659,000
was scheduled to be due; modified and subsequently
retired at sale; see notes 4(b)(3) and 7(d). . . . . . . . . . . . . . . . . -- 3,855,861
----------- -----------

Total debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,012,902 29,181,775
Less current portion of long-term debt. . . . . . . . . . . . . . . . . . 12,621,045 12,651,424
----------- -----------

Total long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . $12,391,857 16,530,351
=========== ===========

</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

Five year maturities of long-term debt are as follows:

1995 . . . . . . . . . . . $12,621,045
1996 . . . . . . . . . . . 880,941
1997 . . . . . . . . . . . 294,263
1998 . . . . . . . . . . . 323,066
1998 . . . . . . . . . . . 354,690
===========

(b) Modifications/Refinancings

(1) General

As described below, the Partnership is seeking or has received
mortgage note modifications on certain properties which expire on various
dates commencing July 1996. Upon expiration of such modifications, should
the Partnership not seek or be unable to secure new or additional
modifications to the loans, based upon current and anticipated future
market conditions and other considerations relating to the properties and
the Partnership's portfolio, the Partnership may decide not to commit any
significant additional amounts to these properties. This would result in
the Partnership no longer having an ownership interest in such properties
and may result in gain for financial reporting and federal income tax
purposes without any net distributable proceeds. Such decisions would be
made on a property-by-property basis.

(2) Windmill Park Apartments

Effective June 1, 1986, the long-term mortgage note secured by the
Windmill Park Apartments located in Midland, Texas was modified from a 12%
note, payable in monthly installments of principal and interest, to an 8%
note, payable in monthly installments of interest only. Pursuant to this
modification, as extended, monthly interest payments from late 1988 to
August 1, 1992 had been limited to the operating cash flow generated from
the property. The difference between the amount paid and the modified rate
would accrue and would be due upon subsequent sale of the property or
maturity of the note. During 1992, the lender notified the venture that it
was unwilling to further extend the modification or maturity date of the
note. The joint venture continued to pay debt service in accordance with
the previously modified terms until the property was sold in September 1992
(note 7(a)).

(3) Silvermine Apartments

In November 1991, the Victoria venture refinanced the outstanding
first mortgage note with a new first mortgage note of $3,914,700 secured by
the Silvermine Apartments located in Victoria, Texas. The refinanced note
had an outstanding balance at the date of refinancing of approximately
$3,768,000 and was satisfied in full through a discounted payment of
approximately $3,547,000. The discounted payment resulted in a gain of
approximately $221,000 on the extinguishment of the mortgage note and the
Partnership's share was fully recognized in 1991 as an extraordinary item.
The Partnership received net refinancing proceeds of $29,255 (after
retirement of the original first mortgage note, payment of loan fees,
certain other costs and the venture partner's distribution). The
outstanding balance of the new first mortgage note ($3,825,267) was retired
in conjunction with the sale of the property (note 7(d)). The Partnership
recognized in 1994 an extraordinary loss resulting from the sale, of
$146,856 (net of venture partners' share) due to a $153,865 prepayment fee
and the retirement of deferred expenses related to the new first mortgage
note.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

(4) Double Tree Apartments

Effective June 1, 1987, the wrap-around mortgage note secured by
Double Tree Apartments located in El Paso, Texas was modified, and this
modification was further extended in 1990. Monthly installments of
interest only from June 1, 1990 through May 1, 1991 were agreed to be
$29,078 (9% per annum), then $34,458 (10-1/2% per annum) from June 1, 1991
through April 1, 1992 when the entire unpaid balance of the note plus any
previously deferred interest was due. In September 1992, the underlying
mortgage note holder agreed to extend the maturity date by one year to
April 1, 1993 with monthly installments of principal and interest in the
amount of $43,532 based on a 10.5%, 15-year amortization retroactive to
April 1, 1992. An agreement to extend the wrap-around mortgage note
maturity by one year to April 1, 1993 was also obtained and was retroactive
to April 1, 1992. In addition, beginning April 1, 1992, the Partnership
had been required to remit monthly installments of principal in the amount
of $4,482 to the wrap-around mortgage note holder. Debt service payments
were ceased, beginning April 1, 1992, in conjunction with the modification
negotiations, but payments were remitted in full upon the finalization of
the extension agreement. The Partnership had initiated discussions with
the note holders to extend further the terms of the loans and, in addition,
the Partnership had been pursuing other financing alternatives. The
Partnership continued to pay debt service in accordance with the previously
modified terms until the property was sold in March 1993 (note 7(b)).

(5) 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 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 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 had 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 $21,600 for
potential future costs related to the clean-up. Such accrual is reflected
in accounts payable in the accompanying 1994 and 1993 consolidated balance
sheets. 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. 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. The Partnership anticipates that the
lender will finalize proceedings to obtain title to the property in 1995.
The loan has been classified at December 31, 1994 and December 31, 1993 as
a current liability in the accompanying consolidated financial statements.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

(6) Union Plaza Office Building

On August 31, 1993, the lender concluded proceedings to realize upon
its security and took title to the property as described below.

Effective October 1, 1988, the long-term mortgage secured by the Union
Plaza office building in Oklahoma City, Oklahoma was modified. The maturity
date of the note was changed from December 1, 1993 to December 1, 1998.
The modification reduced the interest accrual rate from 13-1/2% to 6%
through September 30, 1990 and increasing periodically through September
30, 1993 to 8.5%. Thereafter, the accrual rate and the pay rate would be a
specified market rate plus 3% adjusted annually. The excess of the
interest accrued over amounts paid would be deferred without interest. The
Partnership, through the Energy Plaza venture, had agreed to deposit all
"excess cash flow", as defined, into a savings account with the lender.
Any amount in excess of $500,000 in this account would have been used to
pay deferred interest. As of August 31, 1993 (the title transfer date), no
such excess cash flow had been deposited.

The Energy Plaza venture approached the mortgage lender in an effort
to negotiate further debt service relief. Effective November 1, 1991, the
debt service payment increased and the venture began making cash flow debt
service payments. The Partnership decided, based upon current market
conditions and other considerations relating to the property and the
Partnership's portfolio, not to commit any significant additional amounts
to this property. On May 27, 1993, the lender posted the property for
acceleration of the mortgage and all accrued interest. The lender
subsequently commenced proceedings to realize upon its mortgage security
and appointed a receiver to take over management of the property upon
foreclosure. On August 31, 1993, the lender concluded such proceedings and
took title to the property. Since the Partnership had received, through
the date of disposition, losses and distributions from the property in the
aggregate in excess of its original cash investment in the property, the
Partnership recognized a gain for financial reporting purposes of
$4,643,220 (net of the venture partner's share of $2,048,668) in 1993. In
addition, the Partnership recognized a gain in 1993 of $2,921,252 (net of
the venture partner's share of $9,011,723) for federal income tax purposes,
with no corresponding distributable proceeds. The loan was classified at
December 31, 1992 as a current liability in the accompanying consolidated
balance sheet. The venture remitted approximately $854,000 of cash flow
debt service payments in 1993.

(7) Carlyle/Frontier

On October 31, 1993, the Partnership sold its interest in Frontier
Mall Associates (note 7(c)).

In November 1991, Frontier Mall Associates refinanced the existing
first mortgage notes (originally due August 1, 1991 but extended through
December 31, 1991) secured by Frontier Mall located in Cheyenne, Wyoming,
which had a balance at the date of refinancing of approximately $13,400,000
(including accrued interest). The new first mortgage note of $14,000,000
provided for monthly payments of principal and interest of $185,012,
computed at the rate of 10% per annum, until maturity on December 1, 2001.
Pursuant to the Frontier Mall Associates venture agreement,
Carlyle/Frontier received net refinancing proceeds of approximately
$235,000 (after retirement of the existing first mortgage notes, payment of
loan fees, certain other costs and the venture partner's share of
refinancing proceeds), $117,000 of which was allocated to the Partnership.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

(8) 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 December 31, 1994, the
balance of the note is $7,733,530 and $1,266,470 is available for future
advances. Such replacement financing matures October 31, 1999 and requires
monthly installments of interest equal to the "Contract Interest Rate",
computed as 3.75% per annum in excess of the lender's composite commercial
paper rate approximately 9.09% and 6.94% at December 31, 1994 and 1993,
respectively. 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 of December 31, 1994, 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 has
been 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. In 1994 and 1993, the Partnership received
partial refunds (approximately $135,000 and $104,000, respectively) of its
original contribution. The refinanced notes had outstanding balances at
the date of refinancing of approximately $14,255,000 and were satisfied in
full through a discounted payment of $6,050,000. The discounted payment
resulted in a gain in 1992 of approximately $8,204,000 on the
extinguishment of the mortgage note and the Partnership's share of $410,249
was recognized for financial reporting purposes in 1992. In addition, the
Partnership recognized a gain for Federal income tax purposes in 1992
without the Partnership receiving any distributable proceeds.

(9) Garret Mountain Office Center

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 has
recorded a provision for value impairment of $785,084 in the accompanying
consolidated financial statements. Such provision, made as of December 31,
1993, was recorded 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 at December 31, 1994 and
December 31, 1993 as a current liability in the accompanying consolidated
balance sheets (note 11(a)).

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

In October 1989, the venture obtained a short-term (one year) second
mortgage in the amount of $1,000,000 secured by the Garret Mountain Office
Center, located in West Paterson, New Jersey, and the venture. The second
mortgage was subsequently extended to September 1, 1991, August 1, 1992,
August 1, 1993 and July 31, 1996. The second mortgage balance as of
December 31, 1994 is $684,913. The second mortgage is payable in monthly
installments of interest at the rate of 8% along with monthly payments of
principal of $1,000 through April 30, 1994 and $6,000 thereafter until
maturity and is classified as long-term debt, less current portion as of
December 31, 1994 and December 31, 1993.

(5) PARTNERSHIP AGREEMENT

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

The General Partners are not required to make any capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. Distributions of "net cash receipts"
of the Partnership are to be allocated 90% to the Limited Partners and 10%
to the General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).
Distributions of "sale proceeds" and "financing proceeds" are to be
allocated to the General Partners in an amount equal to 3% of the gross
sales price of any property sold, then the balance 15% to the General
Partners and 85% to the Limited Partners. However, distribution of "sale
proceeds" and "financing proceeds" to the General Partners is subordinated
to the Limited Partners' receipt of their contributed capital plus a
stipulated return thereon.

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 1981. The Limited Partners have not received cash distributions
to satisfy the requirements above.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

An amendment to the Partnership Agreement, effective January 1, 1991,
generally provides that notwithstanding any allocation contained in this
Agreement, if, at any time profits are realized by the Partnership, any
current or anticipated event 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. A portion of
the 1994 and the 1993 Partnership gains for Federal income tax purposes
were reallocated to the General Partners in accordance with this provision.

In general, the effect of this amendment is to allow the deferral of
recognition of taxable gain to the Limited Partners.

(6) MANAGEMENT AGREEMENTS

Physical management of the properties is performed by the joint
venture partners or their affiliates or by an affiliate of the General
Partners. Cash flow deficits are normally the responsibility of each of
the ventures and compensation to the managers is generally calculated at a
percentage of gross receipts, a portion of which may be subordinated to the
Partnership's receipt of its preferential returns.

At December 31, 1994, an affiliate of the General Partners of the
Partnership was managing the Sunrise Mall in Brownsville, Texas.
Management fees are calculated at a percentage of the certain gross
revenues from the property.

(7) SALE OF INVESTMENT PROPERTIES

(a) Windmill Park Apartments

Based upon the current and anticipated future market conditions in
Midland, Texas and the venture's inability to obtain suitable replacement
financing, the Partnership decided not to commit any significant additional
amounts to this property. This prompted the venture to enter into a sale
contract on September 23, 1992 under which the venture received $500,000 of
cash sale proceeds from this disposition and the Partnership earned a
$25,000 fee for providing consultation to the venture regarding the sale.
As a condition precedent to the sale, the Partnership's existing mortgage
indebtedness and deferred accrued mortgage interest (net of the
Partnership's payments of such interest totaling $2,478 in 1992) secured by
the property was discharged by the mortgage lender upon payment of $500,000
consideration to the lender. Accordingly, the Partnership, the venture and
the purchaser have no further liability or obligations under such mortgage
note. The sale of this property has resulted in the Partnership's
recognition in 1992 of a net gain of $1,647,548 (comprised of an
extraordinary gain of $2,411,425 due to the discharge of the mortgage
indebtedness and a loss on sale of investment property of $763,877) in 1992
for financial reporting purposes, net of the venture partner's share of
$1,647,547. In addition, the Partnership recognized a gain in 1992 of
approximately $1,833,000 for Federal income tax purposes without the
Partnership receiving any distributable sale proceeds.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

(b) Double Tree Apartments

On March 18, 1993, the Partnership sold the land, building, related
improvements and personal property of the Double Tree Apartments located in
El Paso, Texas. The sale price of the land, building, related improvements
and personal property was $5,550,000 (before selling costs and prorations),
all of which was paid in cash at closing. A portion of the cash proceeds
was utilized to retire the first mortgage note with an outstanding balance
including principal and deferred interest of $4,496,984. As a result of
the sale, the Partnership recognized gains in 1993 of $2,070,917 for
financial reporting purposes and $4,026,621 for federal income tax
purposes. Pursuant to the sale, the Partnership received net sale proceeds
of approximately $1,022,000 (after retirement of the existing first
mortgage note, payment of loan fees, and certain other costs).

Effective October 31, 1993, the Partnership and an affiliate (Carlyle
Real Estate Limited Partnership - IX, a partnership sponsored by the
General Partners) sold through Carlyle/Frontier their interests in Frontier
Mall Associates, L.P. representing a total of a 70% interest in the
Frontier Mall property, to the Partnership's unaffiliated joint venture
partner.

The sale price of the Partnership's 35% interest in Frontier Mall was
$7,825,030 consisting of $3,500,000 in cash (before costs of sale and
prorations) and $4,325,030 represented by the Partnership's 35% portion of
the first mortgage note. As a result of the sale, the Partnership
recognized in 1993 a gain of $3,652,935 for financial reporting purposes
and $5,825,970 for federal income tax purposes.

(d) 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 (note 4(b)(3)) 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.

(e) First Interstate Center

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

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 3(b) for a discussion of the restructuring of First
Interstate. The Partnership's share of proceeds from this transaction was
approximately $10,754,000. Carlyle Seattle recognized a gain of
$34,583,869 (of which the Partnership's share is $9,373,572) for financial
reporting purposes in 1994 and a gain of $83,565,440 (of which the
Partnership's share is $22,340,642) for Federal income tax purposes in
1994.

(8) LEASES - AS PROPERTY LESSOR

At December 31, 1994, the Partnership and its consolidated ventures'
principal assets are one shopping center and two office buildings. The
Partnership has determined that all leases relating to these properties are
properly classified as operating leases; therefore, rental income is
reported when earned, and the cost of each of the properties, excluding the
cost of land, is depreciated over their estimated useful lives. Leases with
office and shopping center tenants range in original term from one to
twenty-eight years and provide for fixed minimum rent and partial
reimbursement of operating costs. In addition, leases with shopping center
tenants generally provide for additional rent based upon percentages of
tenants' sales volumes. With respect to the Partnership's shopping center
investments, a substantial portion of the ability of retail tenants to
honor their leases is dependent upon the retail economic sector.

Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1994:

Shopping center:
Cost. . . . . . . . . . . . . . . . . . . . . $18,643,594
Accumulated depreciation. . . . . . . . . . . 11,882,777
-----------
6,760,817
-----------
Office Buildings:
Cost . . . . . . . . . . . . . . . . . . . . . 18,794,809
Accumulated depreciation . . . . . . . . . . . 6,863,110
-----------
11,931,699
-----------
Total cost less accumulated
depreciation . . . . . . . . . . . . . . . . $18,692,516
===========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

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 operating
leases at the shopping center and office buildings are as follows:

1995 . . . . . . . . . . . . . . . . $ 4,337,402
1996 . . . . . . . . . . . . . . . . 3,869,378
1997 . . . . . . . . . . . . . . . . 3,172,342
1998 . . . . . . . . . . . . . . . . 2,670,246
1999 . . . . . . . . . . . . . . . . 1,882,715
Thereafter . . . . . . . . . . . . . 4,519,216
-----------
Total. . . . . . . . . . . . . $20,451,299
===========
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

(9) TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the Partnership to the General Partners and their
affiliates as of December 31, 1994 and for the eleven months ended November 30, 1994 and the year ended December
31, 1994, 1993 and 1992 are as follows:

<CAPTION>
UNPAID AT
DECEMBER 31,
1994 1993 1992 1994
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property management and
leasing fees . . . . . . . . . . . . . . . $178,247 221,779 302,888 --
Disbursement agent fees. . . . . . . . . . . -- -- 4,104 --
Management fees to corporate
general partner. . . . . . . . . . . . . . 41,669 41,669 41,669 --
Insurance commissions. . . . . . . . . . . . (3,924) 28,343 28,103 --
Reimbursement (at cost) for
accounting services. . . . . . . . . . . . 81,796 77,323 97,100 1,438
Reimbursement (at cost) for
legal services . . . . . . . . . . . . . . 8,768 7,103 10,313 160
Reimbursement (at cost) for
data processing services . . . . . . . . . -- 86 -- --
Reimbursement (at cost) for
out-of-pocket expenses . . . . . . . . . . 2,773 15,852 8,019 --
Reimbursement (at cost) for
out-of-pocket salary and
salary related expenses
relating to on-site and
other costs for the Part-
nership and its investment
properties . . . . . . . . . . . . . . . . 7,161 117,756 40,615 5,537
-------- -------- -------- ------

$316,490 509,911 532,811 7,135
======== ======== ======== ======

</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Continued

Any amounts currently payable to the General Partners and their
affiliate do not bear interest and are expected to be paid in future
periods.

(10) INVESTMENT IN UNCONSOLIDATED VENTURE

Summary financial information for the Carlyle-Seattle venture (note 3)
as of and for the eleven months ended November 30, 1994 and the year ended
December 31, 1993, follows:

1994 1993
------------ ------------

Current assets . . . . . . . . . . $ 806,508 2,088,736
Current liabilities. . . . . . . . 1,188,103 1,502,843
------------ ------------

Working capital
surplus (deficit). . . . . . (381,595) 585,893
------------ ------------

Investment property, net . . . . . 67,961,810 69,926,060
Long-term accrued rent
receivable . . . . . . . . . . . 5,565,673 5,114,243
Deferred expenses. . . . . . . . . 4,043,450 4,885,802
Long-term debt . . . . . . . . . . (96,762,012) (97,131,235)
Other liabilities. . . . . . . . . (1,780,634) (2,117,311)
Venture partners' equity . . . . . 16,982,833 14,932,465
------------ ------------

Partner's capital
deficit. . . . . . . . . . . $ (4,370,475) (3,804,083)
============ ============

Represented by:
Invested capital . . . . . . . . $ 8,000,000 8,000,000
Cumulative distributions . . . . (1,823,523) (1,653,978)
Cumulative loss. . . . . . . . . (10,546,952) (10,150,105)
------------ ------------

$ (4,370,475) (3,804,083)
============ ============

Total income . . . . . . . . . . . $ 18,644,031 20,796,157
============ ============

Expenses applicable to
operating loss . . . . . . . . . $ 20,625,791 23,027,341
============ ============

Net loss . . . . . . . . . . . . . $ 1,981,760 2,231,184
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(a limited partnership)
and Consolidated Ventures

Notes to Consolidated Financial Statements - Concluded

Total income, expenses applicable to operating loss and net loss from
the above-mentioned venture for the year ended December 31, 1992 were
$20,101,736, $23,558,049 and $3,456,313, respectively.

(11) SUBSEQUENT EVENTS

(a) Sale of Interest - Garret Mountain

(b) Distributions

In February 1995, the Partnership paid a sales distribution of
$11,999,400 ($120.00 per interest) to the limited partners and an operating
distribution of $149,993 ($1.50 per interest) to the Limited Partners and
$6,250 to the General Partners.

<TABLE>
SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) ACQUISITION AT CLOSE OF PERIOD (B)
------------------------ -------------- ------------------------------------
BUILDINGS LAND AND LAND AND BUILDINGS
AND BUILDINGS AND LEASEHOLD AND
ENCUMBRANCE LAND IMPROVEMENTS IMPROVEMENTS INTEREST IMPROVEMENTS TOTAL (C)
----------- ----------- ------------ ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SHOPPING CENTER:
Brownsville,
Texas. . . . . . $12,023,073 2,610,306 15,391,072 688,182 2,564,340 16,079,254 18,643,594
OFFICE BUILDINGS:
West Paterson, . (C)
New Jersey . . . 7,793,428 1,215,000 7,768,441 1,878,817 1,096,181 9,766,077 10,862,258
Stamford,
Connecticut. . . 5,196,401 470,968 6,477,211 984,372 470,968 7,461,583 7,932,551
----------- --------- ---------- --------- --------- ---------- ----------

Total. . . . . $25,012,902 4,296,274 29,636,724 3,551,371 4,131,489 33,306,914 37,438,403
=========== ========= ========== ========= ========= ========== ==========

SCHEDULE III - CONTINUED
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1994
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
SHOPPING CENTER:
Brownsville,
Texas. . . . . . . . . . . . . . . . . $11,882,777 1979 9/1/80 5-30 years 217,508
OFFICE BUILDINGS:
West Paterson,
New Jersey . . . . . . . . . . . . . . 3,842,039 1982 10/29/80 5-30 years 330,750
Stamford,
Connecticut. . . . . . . . . . . . . . 3,021,071 1981 12/17/80 5-30 years 62,824
----------- -------

Total. . . . . . . . . . . . . . . . $18,745,887 611,082
=========== =======

SCHEDULE III - CONTINUED
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1994

<FN>
(A) The cost to the Partnership represents the initial purchase price of the properties, including amounts
incurred subsequent to acquisition which were contemplated at the time the property was acquired.

(B) The aggregate cost of real estate owned at December 31, 1994 for Federal income tax purposes was
approximately $36,269,000.

(C) In 1993, the Partnership recorded a provision for value impairment of $785,084 (of which $753,923
was recorded as a reduction to land and buildings and improvements). See Note 1.

(D) Reconciliation of real estate owned:

</TABLE>
<TABLE>
<CAPTION>
1994 1993 1992
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period. . . . . . . . . . . . $41,464,402 72,217,171 74,896,127
Additions during period . . . . . . . . . . . . . . . 546,394 570,823 1,241,647
Reductions during period. . . . . . . . . . . . . . . (4,572,393) (30,569,669) (3,920,603)
Provision for value impairment. . . . . . . . . . . . -- (753,923) --
----------- ----------- -----------

Balance at end of period. . . . . . . . . . . . . . . $37,438,403 41,464,402 72,217,171
=========== =========== ===========

(E) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . . . . . . . $19,580,695 29,365,821 29,000,085
Depreciation expense. . . . . . . . . . . . . . . . . 1,173,001 1,826,311 2,258,584
Reductions during period. . . . . . . . . . . . . . . (2,007,809) (11,611,437) (1,892,848)
----------- ----------- -----------

Balance at end of period. . . . . . . . . . . . . . . $18,745,887 19,580,695 29,365,821
=========== =========== ===========

</TABLE>

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X:

We have audited the financial statements of Carlyle-Seattle Associates
("Carlyle Seattle"), an unconsolidated venture of Carlyle Real Estate
Limited Partnership - X (Partnership) as listed in the accompanying index.
In connection with our audits of the financial statements, we also have
audited the financial statement schedule as listed in the accompanying
index. These 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 financial statements and
financial statement schedule based on our audits.

As more fully described in Note 5, on December 1, 1994, the venture in
which Carlyle Seattle has a majority interest was reconstituted as Wright-
Carlyle Seattle Limited Partnership and its predecessor, Wright Carlyle
Seattle commenced to wind-down its affairs and terminate.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Carlyle Seattle
Associates, an unconsolidated joint venture of Carlyle Real Estate Limited
Partnership - X as of November 30, 1994 and December 31, 1993, and the
results of its operations and its cash flows for the eleven-month period
ended November 30, 1994 and for the years ended December 31, 1993 and 1992,
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,
present fairly, in all material respects, the information set forth
therein.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 27, 1995
<TABLE>
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

BALANCE SHEETS

NOVEMBER 30, 1994 AND DECEMBER 31, 1993

ASSETS
------

<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . $ 369,875 1,773,906
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . . 436,633 302,699
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 12,131
------------ ------------

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 806,508 2,088,736
------------ ------------

Investment property, at cost (note 1) -- Schedule III:
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . 107,612,116 108,027,762
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . 39,650,306 38,101,702
------------ ------------

Total investment properties,
net of accumulated depreciation. . . . . . . . . . . . . . . . . . 67,961,810 69,926,060
------------ ------------

Deferred expenses (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 4,043,450 4,885,802
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,565,673 5,114,243
------------ ------------

$ 78,377,441 82,014,841
============ ============
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

1994 1993
------------ ------------

Current liabilities:
Current portion of long-term debt (note 3) . . . . . . . . . . . . . . . . . $ 400,987 362,692
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 787,116 390,601
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 749,550
------------ ------------

Total current liabilities. . . . . . . . . . . . . . . . . . . . . . 1,188,103 1,502,843

Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 55,300
Lease assumption payable and other liabilities . . . . . . . . . . . . . . . . 1,780,634 2,062,011
Long-term debt, less current portion (note 3). . . . . . . . . . . . . . . . . 96,762,012 97,131,235
------------ ------------

Commitments and contingencies (notes 1, 2, 3 and 4)

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 99,730,749 100,751,389

Partners' capital accounts (deficits) (note 2):
Carlyle-X. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,370,475) (3,804,083)
Venture partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,982,833) (14,932,465)
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . . . . . (21,353,308) (18,736,548)
------------ ------------
$ 78,377,441 82,014,841
============ ============

<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

STATEMENTS OF OPERATIONS

ELEVEN MONTHS ENDED NOVEMBER 30, 1994 AND YEARS ENDED DECEMBER 31, 1993 AND 1992

<CAPTION>
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . $18,571,104 20,747,075 20,037,183
Interest income. . . . . . . . . . . . . . . . . . . . . 72,927 49,082 64,553
----------- ----------- -----------

18,644,031 20,796,157 20,101,736
----------- ----------- -----------

Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . 9,833,498 10,753,857 10,844,825
Depreciation . . . . . . . . . . . . . . . . . . . . . . 3,613,126 4,585,711 4,461,680
Property operating expenses. . . . . . . . . . . . . . . 6,193,618 6,590,379 7,126,106
Professional services. . . . . . . . . . . . . . . . . . 42,979 32,620 32,080
Amortization of deferred expenses. . . . . . . . . . . . 942,570 1,064,774 1,093,358
----------- ----------- -----------

20,625,791 23,027,341 23,558,049
----------- ----------- -----------

Net loss . . . . . . . . . . . . . . . . . . . . $ 1,981,760 2,231,184 3,456,313
=========== =========== ===========

<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

ELEVEN MONTHS ENDED NOVEMBER 30, 1994 AND YEARS ENDED DECEMBER 31, 1993 AND 1992

VENTURE
CARLYLE-X PARTNERS TOTAL
----------- ----------- -----------
<S> <C> <C> <C>

Balance (deficits) at
December 31, 1991. . . . . . . . . . . . . . . . . . . . $(2,413,391) (9,397,380) (11,810,771)

Cash distributions . . . . . . . . . . . . . . . . . . . . (35,631) (231,269) (266,900)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . (675,282) (2,781,031) (3,456,313)
----------- ----------- -----------

Balance (deficits) at
December 31, 1992. . . . . . . . . . . . . . . . . . . . (3,124,304) (12,409,680) (15,533,984)

Cash distributions . . . . . . . . . . . . . . . . . . . . (249,829) (721,551) (971,380)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . (429,950) (1,801,234) (2,231,184)
----------- ----------- -----------

Balance (deficits) at
December 31, 1993. . . . . . . . . . . . . . . . . . . . (3,804,083) (14,932,465) (18,736,548)

Cash distributions . . . . . . . . . . . . . . . . . . . . (169,545) (465,455) (635,000)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . (396,847) (1,584,913) (1,981,760)
----------- ----------- -----------

Balance (deficits) at
November 30, 1994. . . . . . . . . . . . . . . . . . . . $(4,370,475) (16,982,833) (21,353,308)
=========== =========== ===========

<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

STATEMENTS OF CASH FLOWS

ELEVEN MONTHS ENDED NOVEMBER 30, 1994 AND YEARS ENDED DECEMBER 31, 1993 AND 1992

<CAPTION>
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (1,981,760) (2,231,184) (3,456,313)
Items not requiring cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . 3,613,126 4,585,711 4,461,680
Amortization of deferred expenses. . . . . . . . . . . 942,570 1,064,774 1,093,358
Changes in:
Interest, rents and other receivables. . . . . . . . . (133,934) 15,257 163,025
Prepaid expenses . . . . . . . . . . . . . . . . . . . 12,131 (1,396) 10,296
Accrued rents receivable . . . . . . . . . . . . . . . (451,430) (371,958) (87,501)
Accounts payable and accrued interest. . . . . . . . . (353,035) (904,230) 236,690
Tenant security deposits . . . . . . . . . . . . . . . (55,300) 14,063 (16,187)
Other liabilities. . . . . . . . . . . . . . . . . . . (281,377) (95,673) (208,995)
----------- ----------- -----------
Net cash provided by
operating activities . . . . . . . . . . . . . 1,310,991 2,075,364 2,196,053
----------- ----------- -----------
Cash flows from investing activities:
Additions to investment properties . . . . . . . . . . . (1,648,876) (857,094) (937,748)
Payment of deferred expenses . . . . . . . . . . . . . . (100,218) (70,300) (262,263)
----------- ----------- -----------
Net cash used in
investing activities . . . . . . . . . . . . . (1,749,094) (927,394) (1,200,011)
----------- ----------- -----------
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

STATEMENTS OF CASH FLOWS - CONTINUED

1994 1993 1992
----------- ----------- -----------

Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . (330,928) (325,075) (291,359)
Distributions to partners. . . . . . . . . . . . . . . . (635,000) (971,380) (266,900)
----------- ----------- -----------
Net cash used in financing
activities . . . . . . . . . . . . . . . . . . (965,928) (1,296,455) (558,259)
----------- ----------- -----------
Net increase (decrease) in
cash and cash equivalents. . . . . . . . . . . (1,404,031) (148,485) 437,783

Cash and cash equivalents,
beginning of period. . . . . . . . . . . . . . 1,773,906 1,922,391 1,484,608
----------- ----------- -----------

Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . . . $ 369,875 1,773,906 1,922,391
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . $10,583,048 10,756,356 10,847,065
=========== =========== ===========
Non-cash investing and financing activities:
Disposal of fully amortized assets . . . . . . . . . . $ 2,064,522 793,533 321,023
=========== =========== ===========

<FN>
See accompanying notes to financial statements.
</TABLE>
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 1994 AND DECEMBER 31, 1994, 1993 AND 1992

(1) BASIS OF ACCOUNTING

The accompanying financial statements have been prepared for the
purpose of complying with Rule 3.09 of Regulation S-X of the Securities and
Exchange Commission. They include the accounts of the unconsolidated joint
venture, Carlyle Seattle Associates ("Carlyle Seattle"), in which Carlyle
Real Estate Limited Partnership - X ("Carlyle-X") owns a direct interest
and Carlyle Seattle's venture, Wright-Carlyle Seattle ("First Interstate"
or "Venture").

The accompanying financial statements include the accounts of Carlyle
Seattle and First Interstate. The effect of all transactions between
Carlyle Seattle and First Interstate has been eliminated.

On December 1, 1994, Carlyle Seattle sold 49.95% of its interest in
First Interstate. Reference is made to note 7(e) of Carlyle-X's
consolidated financial statements. In connection with this 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.
Therefore, presentation of operations subsequent to the initial sale
transaction would not be meaningful to Carlyle Seattle's financial
statements taken as a whole. Therefore, the accompanying financial
statements for 1994 are as of and for the eleven months ended November 30,
1994 (immediately prior to Carlyle Seattle's partial sale of its interest
and reorganization of the venture).

The records of Carlyle Seattle are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to present the Venture's accounts in
accordance with generally accepted accounting principles ("GAAP"). Such
adjustments are not recorded on the records of Carlyle. The net effect of
these items for the eleven months ended November 30, 1994 and the year
ended December 31, 1993 is summarized as follows.

<TABLE>
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 1994 AND DECEMBER 31, 1993 and 1992

1994 1993
------------------------------ -----------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . . . $ 78,377,441 35,318,773 82,014,841 43,297,885
Partners' capital
accounts (deficits). . . . . . . . . . (21,353,308) (88,769,567) (18,736,548) (95,437,665)
Net loss . . . . . . . . . . . . . . . . 1,981,760 6,033,098 2,231,184 7,389,906
============ =========== =========== ===========
</TABLE>

CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

Statement of Financial Accounting Standards No. 95 requires Carlyle
Seattle 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 classification specified in the pronouncement. For the
purposes of these statements, Carlyle Seattle's policy is to consider all
short-term investments held with maturities of three months or less (none
at November 30, 1994 and December 31, 1993) as cash equivalents with any
remaining amounts (generally with original maturities of one year or less)
reflected as short-term investments being held to maturity. Deficit
capital accounts will result, through the duration of the Partnership, in
net gain for financial reporting and income tax purposes.

Deferred expenses are comprised of deferred leasing costs, which are
amortized using the straight-line method over the terms of the related
leases and financing costs which are amortized over the term of the related
loan agreement.

Although certain leases provide for increases in minimum lease
payments over the term of the lease, Carlyle Seattle accrues rental income
for the full period of occupancy on a straight-line basis.

Depreciation on the investment property has been provided over the
estimated useful lives of 5 to 40 years using the straight-line method.

The investment property has been pledged as security for the long-term
debt, for which there is generally no recourse to the venture partners.

As of November 30, 1994 and December 31, 1993, total lease assumptions
payable are reflected net of estimated sublease revenues of $2,376,000 and
$2,612,000, respectively.

Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives. Provisions for value impairment are
recorded with respect to the investment property whenever the estimated
future cash flows from the property's operations and projected sale are
less than the property's net carrying value.

No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the venture partners rather than the
Venture.

(2) VENTURE AGREEMENTS

A description of the venture agreement and the management agreement is
contained in Note 3(b) of Carlyle Real Estate Limited Partnership - X for
the year ended December 31, 1994. Such note is incorporated herein by
reference.

There are certain risks associated with Carlyle-X's investment made
through the joint venture including the possibility that the 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 Carlyle-X.

CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

(3) LONG-TERM DEBT

Long-term debt consists of the following at November 30, 1994 and
December 31, 1993:
1994 1993
----------- -----------
11% mortgage note, secured by
the First Interstate Center
office building in Seattle,
Washington; payable in monthly
installments of principal and
interest of $922,425 until
December 15, 1995 at which
time the remaining principal
balance of $96,275,082 will
be payable (see note 5) . . . . . . . . . $97,162,999 97,493,927
Less current portion of
long-term debt . . . . . . . . . . . 400,987 362,692
----------- -----------
Total long-term debt . . . . . . $96,762,012 97,131,235
=========== ===========

Five year maturities of long-term debt are summarized as follows:

1995. . . . . . . . . . . . . $97,162,999
1996. . . . . . . . . . . . . --
1997. . . . . . . . . . . . . --
1998. . . . . . . . . . . . . --
1999. . . . . . . . . . . . . --
===========

(4) LEASES

(a) As Property Lessor

At November 30, 1994, the Venture's principal asset is an office
building. The Venture 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 the estimated useful life. Leases with
tenants range in terms from one to twenty 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 to be received in the future under the above operating leases are as
follows:

1995. . . . . . . . . . . . . $ 15,629,000
1996. . . . . . . . . . . . . 15,013,000
1997. . . . . . . . . . . . . 13,675,000
1998. . . . . . . . . . . . . 13,207,000
1999. . . . . . . . . . . . . 12,244,000
Thereafter. . . . . . . . . . 39,614,000
------------
$109,382,000
============
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

NOTES TO FINANCIAL STATEMENTS - CONCLUDED

(b) As Property Lessee

The Venture owned a net leasehold interest which was scheduled to
expire in 2052 in the land underlying the Seattle, Washington office
building, subject to a 20-year extension. The lease provides for an annual
rental of $670,000 and has been determined to be an operating lease.

Subsequent to Carlyle Seattle's sale of a portion of its interest in
First Interstate, an affiliate of Carlyle Seattle's venture partner
purchased the land underlying the office building and terminated the
related ground lease.

The Venture is obligated on a capital lease obligation relating to the
net cost associated with a lighting retrofit program performed in 1993.
The total cost of this program was approximately $1,065,000, and the
Venture received energy rebates totalling $781,000 from Seattle City Light.

The rebates were used as a reduction to the basis of the equipment. The
capital lease obligation is payable in monthly installments of $9,058
through 1996.

(5) SUBSEQUENT EVENTS

(a) Sale of Partnership Interest and Restructuring of Partnership

On December 1, 1994 the venture was reconstituted as Wright-Carlyle
Seattle Limited Partnership in which Carlyle Seattle is the sole limited
partner. Concurrently, Carlyle Seattle sold 49.95% of its interest in the
venture for approximately $20 million and the purchaser paid an additional
$5 million to Carlyle Seattle for the option to purchase its remaining
interest which is exercisable up to two years after December 1, 1994.
Additionally, the unaffiliated venture partner in First Interstate loaned
Carlyle Seattle $15 million bearing interest at 9% per annum. The loan is
secured by Carlyle Seattle's remaining interest in First Interstate. As a
result of the above transactions, the venture will wind down its affairs
and terminate.

(b) Restructure of Debt

Immediately after the reconstitution, the sole general partner of
Wright-Carlyle Seattle Limited Partnership conveyed its general partnership
interest to an affiliate. Upon conveyance, the affiliate was involved in a
recapitalization which involved the refinancing and replacement of the
first mortgage loan. The refinancing also included debt related to nine
other office buildings in which an affiliate of the general partner has an
interest. The refinanced debt is secured by fee and leasehold mortgages
against the office buildings and a portion of the balance is allocated to
First Interstate. The replacement debt is payable in monthly installments
of interest only at a rate of 7.88% per annum and matures on December 1,
2001 when all unpaid principal and accrued interest becomes due.

Concurrent with these transactions an affiliate of the general partner
purchased the land underlying the office building and terminated the
related ground lease.
<TABLE>
SCHEDULE III
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

REAL ESTATE AND ACCUMULATED DEPRECIATION

NOVEMBER 30, 1994

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) ACQUISITION AT CLOSE OF PERIOD (B)(C)(D)
-------------------------- -------------- --------------------------------------
BUILDINGS BUILDINGS
AND BUILDINGS AND AND
ENCUMBRANCE LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL
----------- ----------- ------------ ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
OFFICE BUILDING:
Seattle,
Washington . . $97,162,999 -- (c) 91,387,111 16,225,005 -- 107,612,116 107,612,116
=========== ========== ========== ========== ========== =========== ===========
SCHEDULE III - CONTINUED
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

REAL ESTATE AND ACCUMULATED DEPRECIATION

NOVEMBER 30, 1994

LIFE ON WHICH
DEPRECIATION
IN LATEST
INCOME 1994
ACCUMULATED DATE OF DATE STATEMENT IS REAL ESTATE
DEPRECIATION CONSTRUCTION ACQUIRED COMPUTED TAXES
------------ ------------ ---------- --------------- -----------

OFFICE BUILDING:

Seattle,
Washington . . . . . . . . $39,650,306 1983 3/10/82 5-40 years 1,600,429
=========== =========
SCHEDULE III - CONTINUED
CARLYLE-SEATTLE
(AN UNCONSOLIDATED VENTURE OF CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X)

REAL ESTATE AND ACCUMULATED DEPRECIATION

NOVEMBER 30, 1994

<FN>
Notes:
(A) The initial cost to the Venture represents the original purchase price of the property, including
amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at November 30, 1994 for Federal income tax purposes was
approximately $30,970,000.
(C) Property operated under ground lease; see Note 4(b) of Notes to Financial Statements.
(D) Reconciliation of real estate owned at November 30, 1994 and December 31, 1993 and 1992:
</TABLE>
<TABLE>
<CAPTION>
1994 1993 1992
------------ ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period. . . . . . . . . . . $108,027,762 107,964,201 107,347,477
Additions during period . . . . . . . . . . . . . . 1,648,876 857,094 937,748
Retirements during period . . . . . . . . . . . . . (2,064,522) (793,533) (321,024)
------------ ----------- -----------

Balance at end of period. . . . . . . . . . . . . . $107,612,116 108,027,762 107,964,201
============ =========== ===========

(E) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . . . . . . $ 38,101,702 34,309,524 30,168,868
Depreciation expense. . . . . . . . . . . . . . . . 3,613,126 4,585,711 4,461,680
Retirements during the period . . . . . . . . . . . (2,064,522) (793,533) (321,024)
------------ ----------- -----------

Balance at end of period. . . . . . . . . . . . . . $ 39,650,306 38,101,702 34,309,524
============ =========== ===========
</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 year 1994 and 1993.

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. 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, Realty Associates-X, L.P., an Illinois limited
partnership with JMB as the sole general partner. The Associate 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 executive officer and certain officers of the Corporate
General Partner of the Partnership are as follows:

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

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
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 Chief Executive Officer 8/01/93
Executive Vice President 1/02/87

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

Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Jeffrey R. Rosenthal Managing Director-Corporate 4/22/91
Chief Financial Officer 8/01/93
Douglas H. Cameron Executive Vice President 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Ira J. Schulman Executive Vice President 6/01/88
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 one-year
terms until the annual meeting of the Corporate General Partner to be held
on June 7, 1995. 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,
1995. 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-IX
("Carlyle -IX"), 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. ("Mortgage Partners"), JMB Mortgage
Partners, Ltd.-II ("Mortgage Partners -II"), JMB Mortgage Partners, Ltd.-
III ("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage
Partners-IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus"), Carlyle
Income Plus, Ltd.-II ("Carlyle Income Plus-II"), and the managing general
partner of JMB Income Properties, Ltd.-II ("JMB Income-II"), 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.-VIII
("JMB Income-VIII"), JMB Income Properties, Ltd.-IX ("JMB Income-IX"), 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"). Most of the
foregoing directors and officers are also officers and/or directors of
various affiliated companies of JMB including Income Growth Managers, Inc.
(the corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")), Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")) and Arvida/JMB Managers-II, Inc. (the general
partner of Arvida/JMB Partners, L.P.-II ("Arvida-II")). 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-IX, Carlyle-XI, Carlyle-XII, Carlyle-
XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-VI,
JMB Income-VII, JMB Income-VIII, JMB Income-IX, JMB Income-X, JMB Income-
XI, JMB Income-XII, JMB Income-XIII, Mortgage Partners, Mortgage Partners-
II, 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 56) 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., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers, and is a director of
Catellus Development Corporation, a major diversified real estate
development company. He is a Certified Public Accountant.

Neil G. Bluhm (age 56) 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 Urban Shopping Centers, 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 member of the
Bar of the State of Illinois and a Certified Public Accountant.

Burton E. Glazov (age 55) 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 52) 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 60) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December 1972.

John G. Schreiber (age 48) 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. He
holds a Masters degree in Business Administration from Harvard University
Graduate School of Business.

H. Rigel Barber (age 44) 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 47) 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.

Jeffrey R. Rosenthal (age 42) has been associated with JMB since
December, 1987. He is a Certified Public Accountant.

Douglas H. Cameron (age 45) is Executive Vice President of JMB. Mr.
Cameron has been associated with JMB since April, 1977. Prior to joining
JMB, Mr. Cameron was Managing Director of Capital Markets-Property Sales
from June, 1990. He holds a Masters degree in Business Administration from
the University of Southern California.

Gary Nickele (age 41) 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.

Ira J. Schulman (age 42) has been associated with JMB since February,
1983. He holds a Masters degree in Business Administration from the
University of Pittsburgh.

Gailen J. Hull (age 45) 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 58) 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 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 made to Notes 5 and 9 for a
description of such transactions, distributions and allocations. In 1994,
1993 and 1992, the General Partners received distributions of $25,001.
Management fees earned by the Corporate General Partner in 1994, 1993 and
1992 were $41,669, $41,669 and $41,669, respectively. Reference is made to
Note 9. In addition, the General Partners received a share of Partnership
operating losses in 1994. Such losses may benefit the General Partners to
the extent that such losses may be offset against taxable income from the
Partnership or other sources.

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 to its affiliates is set
forth in Item 10 above.

JMB Properties Company, an affiliate of the Corporate General Partner,
provided property management services to the Partnership in 1994 for the
Sunrise Mall. In 1994, such affiliate earned property management fees
amounting to $178,247 for such services, all of which were paid as of
December 31, 1994. As set forth in the Prospectus of the Partnership, the
Corporate General Partner must negotiate such agreements on terms no less
favorable to the Partnership than those customarily charged for similar
services in the relevant geographical area (but in no event at rates
greater than 5% of the gross income from a property), and such agreements
must be terminable by either party thereto, without penalty, upon 60 days'
notice.

The General Partners 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 1994, the Corporate General
Partner of the Partnership was due reimbursement for such out-of-pocket
expenses in the amount of $9,934, of which $5,537 was unpaid at December
31, 1994.

Additionally, the General Partners may be reimbursed for salaries and
direct expenses of officers and employees of the Corporate General Partner
and its affiliates while directly engaged in the administration of the
Partnership and in the operation of the Partnership's real property
investments. In 1994, such costs were approximately $90,564 of which
$1,598 was unpaid as of December 31, 1994.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

NAME AND
ADDRESS OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
-------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partner-
ship Interest Liquidity Fund Investment 5,898.50 Interests 5.90%
Corporation indirectly (as in-
1900 Powell Street vestment manager or,
Suite 730 through affiliated
Emeryville, California entities, general
partner partner of 12 general
94608 investment funds)

(b) The Corporate General Partner and its officers and directors own the following Interests of the
Partnership:

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
-------------- ----------- ----------------- --------

Limited Partner-
ship Interests JMB Realty Corporation 95 Interests directly Less than 1%

Limited Partner-
ship Interests Corporate General 103 Interests directly (1) Less than 1%
Partner and its
officers and directors
as a group

<FN>
(1) Includes 8 Interests owned by officers or their relatives for
which each officer has investment and voting power as to such interests so
owned.

No officer or director of the Corporate General Partner of the
Partnership possesses a right to acquire beneficial ownership of Interests
of the Partnership.

(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.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the General Partners, the executive officers and
directors of the Corporate General Partner and persons who own more than
ten percent of the Interests to file an initial report of ownership or
changes in ownership of Interests on Form 3, 4 or 5 with the Securities and
Exchange Commission (the "SEC"). Such persons are also required by SEC
rules to furnish the Partnership with copies of all Section 16(a) forms
they file. Timely filing of an initial report of ownership on Form 3 or
Form 5 was not made on behalf of Glenn Emig.

</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 May 29,
1980, as supplemented on August 4, 1980, November 12, 1980, November 24,
1980, January 30, 1981 and February 10, 1981, as filed with the Commission
pursuant to Rules 424(b) and 424(c), is incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9726) dated March 19, 1993. Copies of pages 6-13, 101-103, A-5
to A-9 and A-11 to A-17 are hereby incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9726) dated March 19, 1993.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus incorporated herein by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 0-9726) dated November 24, 1980.

4-A. Modification documents relating to the long-term
mortgage note secured by the Union Plaza Office Building are incorporated
herein by reference to Exhibit 4-A to the Partnership's report on Form 10-K
for December 31, 1992 (File No. 0-9726) dated March 19, 1993.

4-B. 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. 0-9726).

4-C. 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. 0-9726).

4-D. 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-E. Modification documents relating to the long term
second mortgage note secured by the Garret Mountain Office Center located
in West Paterson, New Jersey are 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 Union Plaza Office Building located
in Oklahoma City, Oklahoma are incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 0-9726) dated May 29, 1980.

10-B. 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. 0-9726).

10-C. 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. 0-9726).

10-D. 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-E. 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-F. 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 10-Q (File No. 0-9726) dated March 23, 1995.

21. List of Subsidiaries

24. Powers of Attorney

27. Financial Data Schedule

99.1. The Partnership's Report on Form 8-K (File No. 0-
9726) describing the sale of the Silvermine
Apartments dated March 23, 1995 is filed herewith.

99.2. The Partnership's Report on Form 8-K (File No. 0-
9726) describing the sale of a portion of the
Partnership's interest in the First Interstate Center dated March 23, 1995
is filed herewith.

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

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) The following report on Form 8-K was filed since the beginning
of the last quarter of the period covered by this report.

(i) The Partnership's Report on Form 8-K (File No. 0-9726) for
November 29, 1994 (describing the sale of Silvermine Apartments in
Victoria, Texas) was filed. This report was dated March 23, 1995.

(ii) The Partnership's Report on Form 8-K (File No. 0-9726) for
December 1, 1994 (describing the sale of the Partnership's interest in
First Interstate Center in Seattle Washington) was filed. This report was
dated March 23, 1995.

No annual report for the fiscal year 1994 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 - X
By: JMB Realty Corporation
Corporate General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 27, 1995

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 Director
Date: March 27, 1995

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 27, 1995

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 27, 1995

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 27, 1995

JEFFREY R. ROSENTHAL*
By: Jeffrey R. Rosenthal, Chief Financial Officer
Principal Financial Officer
Date: March 27, 1995

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 27, 1995

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 27, 1995

STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 27, 1995

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

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 27, 1995

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCEPAGE

3-A. Pages 6-13, 101-103, A-5
to A-9 and A-11 to A-17
of the Prospectus of the
Partnership dated May 29, 1980 Yes

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

4-A. Modification documents related
to the Union Plaza Office Building Yes

4-B. Long-term mortgage note documents
related to the Sunrise Mall Yes

4-C. Long-term first mortgage note
related to the Garret Mountain
Office Center Yes

4-D. Long-term second mortgage note
related to the Garret Mountain
Office Center Yes

4-E. Modification documents related
to the Garret Mountain
Office Center Yes

10-A. Acquisition documents related
to the Union Plaza Office Building Yes

10-B. Acquisition documents related to
the Sunrise Mall Yes

10-C. Acquisition documents related to
the Garret Mountain Office Center Yes

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

99.1. Form 8-K for Silvermine Apartments No

99.2. Form 8-K for First Interstate Center No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a partner of Sunrise Brownsville Associates, Ltd.,
a limited partnership which holds title to the Sunrise Mall in Brownsville,
Texas. The seller of the property is a partner in the joint venture. The
Partnership is a partner of Holly Pond Associates, a limited partnership
which holds title to the Holly Pond Office Center in Stamford,
Connecticut. The seller of the property is a partner in the joint venture.
The Partnership is a partner of Garret Mountain Office Center Associates
I, a general partnership which holds title to the Garret Mountain Office
Center in West Paterson, New Jersey. An affiliate of the seller of the
property is a partner in the joint venture. The Partnership is a partner
of Greenway Associates, a general partnership which is a partner in
Greenway Tower Joint Venture, a general partnership which holds title to
the Greenway Towers Office Building in Dallas, Texas. The Partnership is a
partner of Carlyle Seattle Associates, a general partnership which is a
partner of Wright-Carlyle Seattle, a general partnership which holds title
to the First Interstate Center office building in Seattle, Washington. The
developer of the property is a partner of Wright-Carlyle Seattle.
Reference is made to Note 3 for a description of the terms of such joint
venture partnerships.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of JMB Realty Corporation, the corporate general partner of
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X, 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 officer or directors a
Report on Form 10-K of said partnership for the fiscal year ended December
31, 1994, 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 31st day of January, 1995.

JUDD D. MALKIN
-----------------------
Judd D. Malkin Chairman and Director

NEIL G. BLUHM
-----------------------
Neil G. Bluhm President and Director

H. RIGEL BARBER
-----------------------
H. Rigel Barber Chief Executive Officer

JEFFREY R. ROSENTHAL
-----------------------
Jeffrey R. Rosenthal Chief Financial Officer

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officer and
directors, a Report on Form 10-K of said partnership for the fiscal year
ended December 31, 1994, and any and all amendments thereto, the 31st day
of January, 1995.

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 31st day of January, 1995.

STUART C. NATHAN
-----------------------
Stuart C. Nathan Executive Vice President,
Director of General Partner

A. LEE SACKS
-----------------------
A. Lee Sacks Director of General Partner

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - X, does 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 officer, a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1994, 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 20th day of February, 1995.

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 officer, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1994,
and any and all amendments thereto, the 20th day of February, 1995.

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, 1994 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994

<CASH> 23,719,647
<SECURITIES> 3,120,977
<RECEIVABLES> 545,893
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27,386,517
<PP&E> 37,438,403
<DEPRECIATION> 18,745,887
<TOTAL-ASSETS> 49,762,290
<CURRENT-LIABILITIES> 16,795,179
<BONDS> 12,391,857
<COMMON> 0
0
0
<OTHER-SE> 9,809,346
<TOTAL-LIABILITY-AND-EQUITY> 49,762,290
<SALES> 8,284,677
<TOTAL-REVENUES> 8,998,039
<CGS> 0
<TOTAL-COSTS> 5,399,040
<OTHER-EXPENSES> 587,392
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,108,450
<INCOME-PRETAX> (96,843)
<INCOME-TAX> 0
<INCOME-CONTINUING> (650,368)
<DISCONTINUED> 11,122,225
<EXTRAORDINARY> (146,856)
<CHANGES> 0
<NET-INCOME> 10,325,001
<EPS-PRIMARY> 102.46
<EPS-DILUTED> 0

</TABLE>

March 23, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: Carlyle Real Estate Limited Partnership - X
Commission File No. 0-9726
Form 8-K

Gentlemen:

Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8-K dated March 23, 1995.

Thank you.

Very truly yours,

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

By: JMB Realty Corporation
Corporate General Partner

By: C. SCOTT NELSON
________________________________
C. Scott Nelson, Vice President
Accounting Officer

CSN:jo

Enclosures

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 29, 1994

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

Illinois 0-9726 36-3057941
------------------- -------------- --------------------
(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization

900 N. Michigan Avenue, Chicago, Illinois 60611-1575
-----------------------------------------------------
(Address of principal executive office)

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

SILVERMINE APARTMENTS

VICTORIA, TEXAS
-------------------------

ITEM 5. OTHER EVENTS. On November 29, 1994, Victoria Apartments Partnership
(the "Venture"), a joint venture between Carlyle Real Estate Limited
Partnership-X (the "Partnership") and an unaffiliated venture partner, sold,
through DMC-Silvermine Apartments an affiliate of the unaffiliated venture
partner, the Silvermine Apartments located in Victoria, Texas. Occupancy at
the Silvermine Apartments was approximately 98% at the date of sale.

The sale price of the Silvermine Apartments was $5,750,000 (before
selling costs and prorations) and was paid in cash at closing. The existing
mortgage note on the property with an outstanding principal balance of
approximately $3,825,000 was retired out of sale proceeds. The Partnership
received its share of net proceeds of approximately $1,148,000 upon closing.

The Victoria Apartments Partnership Agreement generally provides that the
proceeds (net after selling costs) from the sale of the property shall be
distributed as follows: first, the Partnership shall receive a $1,148,000
preferential return; next, the venture partner shall receive up to $850,000.
Remaining proceeds shall be distributed 50% to the Partnership and 50% to the
venture partner. The Partnership has recognized a gain of approximately
$1,700,000 for financial reporting purposes and approximately $3,700,000 for
tax reporting purposes in 1994.

The Partnership Agreement provides that the General Partners shall
receive 15% of sale or refinancing proceeds (net after expenses and related
working capital) and the Limited Partners shall receive 85%. However, the
distributions of the General Partners are subject to the Limited Partners'
receipt of (i) an amount from sale or refinancing proceeds equal to the
Limited Partners' capital investment in the Partnership, and (ii) cumulative
cash distributions from net cash receipts (plus any cumulative distributions
of sale or refinancing proceeds in excess of the Limited Partners' capital
investment) equal to a 6% annual return on their average capital investment
(capital investment reduced by sale or refinancing proceeds previously
distributed) for each year beginning with the third fiscal quarter of 1981.
The Limited Partners have not yet received cash distributions equal to their
investment plus a 6% annual return on such investment. Therefore, no portion
of the proceeds of this sale will be distributed to the General Partners at
this time.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
10.1. 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 filed
herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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: C. SCOTT NELSON
-----------------------------------
C. Scott Nelson, Vice President
Accounting Officer

Dated: March 23, 1995

[SILVERMINE APARTMENTS]

AGREEMENT FOR PURCHASE AND SALE
OF REAL ESTATE AND RELATED PROPERTY

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE AND RELATED
PROPERTY ("Agreement") is made and entered into as of the ______ day of
October, 1994, by and between DMC-SILVERMINE APARTMENTS LIMITED, a Texas
limited partnership ("Seller"), and TGM REALTY CORP. #3, a Delaware
corporation ("Purchaser").

RECITALS

A. Seller holds title to an apartment complex located in
Victoria, Texas and commonly known as "Silvermine Apartments."

B. Seller has previously made available to Purchaser (or will
make available concurrently with the execution of this Agreement) the
following items (collectively called the "Information Package") in
connection with the Silvermine Apartments: (i) copies of all service
contracts currently in effect ("Service Contracts"), (ii) copies of real
estate tax bills for the years 1992 and 1993, and 1994, if available,
(iii) copies of any warranties and permits currently in effect and in the
possession of Seller ("Permits and Warranties"), (iv) income and expense
statements for the years 1992 and 1993, and for the first eight (8)
months of 1994, (v) copies of the plans and specifications for the
Improvements (as defined below) in the possession of Seller ("Plans"),
(vi) current rent roll with respect to all tenants occupying space in the
Improvements ("Rent Roll"), (vii) copy of any environmental report in the
possession of Seller ("Existing Environmental Report"), and (vii) copy of
the existing survey ("Existing Survey").

C. Seller desires to sell, and Purchaser desires to acquire, the
Silvermine Apartments and certain related property on an "AS IS, WHERE
IS" basis, without any conditions, representations or warranties of any
kind, except as specifically and expressly set forth in this Agreement.

NOW, THEREFORE, in consideration of and in reliance upon the above
Recitals (which are incorporated in and made a part of this Agreement),
and the mutual covenants, promises and undertakings set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree
as follows:

AGREEMENTS

1. PURCHASE AND SALE OF PROPERTY.

A. Seller agrees to sell and convey and Purchaser agrees to
purchase and accept the following described property (all of which is
hereinafter collectively referred to as the "Property"):

1. Certain land ("Land") located in Victoria, Texas, and more
specifically described in Exhibit A attached hereto and made a part
hereof, together with all easements, tenements, hereditaments and
appurtenances pertaining thereto and all of Seller's right, title
and interest in all strips and gores within or bounding the Land.

2. The buildings, improvements and fixtures now situated on
the Land (collectively, the "Improvements").

3. All of Seller's right, title and interest in personal
property, machinery, apparatus, and equipment situated on the Land
or the Improvements ("Personal Property"). An inventory of the
Personal Property is listed on Exhibit B, attached hereto and made
a part hereof. The Personal Property specifically excludes any
computers owned by Seller or the Property Manager (as hereinafter
defined) and any personal property owned by tenants under the
Leases (as hereinafter defined). The Personal Property to be
conveyed is subject to depletions, replacements and additions in
the ordinary course of the operation, repair and maintenance of the
Land and Improvements.

4. All of Seller's right, title and interest in and to all of
the following, whether now or hereafter affecting the Improvements
or any part thereof: occupancy leases ("Leases"), Service
Contracts, Plans, Permits and Warranties, the right (if any) to use
the name "Silvermine Apartments", and copies of any existing books,
records, documents and intangible property (other than accounts,
accounts receivable and computer programs) desired by Purchaser
pertaining to the operation, maintenance, repair and leasing of the
Property in the possession of Seller and located at the Premises.

The Land and Improvements are sometimes together referred to herein as
the "Premises."

B. Except as set forth in Section 11 hereof and except for the
express representations and warranties of Seller set forth in Section 8.A
of this Agreement, the Property is being sold in an "AS IS-WHERE IS"
condition and with "ALL FAULTS" as of the date of this Agreement. Except
as specifically and expressly set forth in this Agreement, no promises,
representations or warranties have been made or are made and no
responsibility has been or is assumed by Seller or by any partner,
officer, director, shareholder, beneficiary, affiliate, person, firm,
agent or representative acting or purporting to act on behalf of Seller
as to (i) the condition or state of repair or utility of the Property,
(ii) the value, expense of operation or income potential thereof, or
(iii) as to any other fact or condition which has or could affect the
Property or the condition, repair, value, expense of operation or income
potential of the Property or any portion thereof, including, without
limitation, with respect to any environmental matters which could affect
the Property. The parties acknowledge and agree that the intent of this
Agreement is that Purchaser shall have until the expiration of the
Inspection Period (as hereinafter defined) to examine and approve or
disapprove the Information Package and additional matters not reflected
in the Information Package to its own satisfaction, including, without
limitation, the environmental condition of the Property, and compliance
with the Americans with Disabilities Act. Except as specifically and
expressly set forth in this Agreement, Seller shall have no liability for
the accuracy of any matters, facts or data reflected in the Information
Package. The parties acknowledge and agree that all understandings and
agreements heretofore made between them or their respective agents or
representatives regarding the purchase and sale of the Property are
merged into this Agreement and the Exhibits made a part hereof, which
alone fully and completely express their agreement with respect to the
subject matter of this Agreement and that neither party is relying upon
any statement, promise or representation by the other unless such
statement, promise or representation is specifically and expressly set
forth in this Agreement or the Exhibits made a part hereof.

C. Without in any way limiting Section 2.B above, Purchaser
expressly waives any rights or remedies it may have under the Deceptive
Trade Practices - Consumer Protection Act of the State of Texas in
accordance with the provisions of Section 17.42(a)(3) thereof. In
connection therewith, Purchaser represents to Seller that Purchaser has
knowledge and experience in business matters enabling it to evaluate the
merits and risks of the purchase of the Property, that this Agreement was
negotiated at arms-length, and that Purchaser was not in a significantly
disparate bargaining position. This provision shall expressly survive
Closing or the earlier termination of this Agreement.

2. PURCHASE PRICE.

The purchase price ("Purchase Price") which Seller agrees to accept
and Purchaser agrees to pay for the Property is FIVE MILLION SEVEN
HUNDRED FIFTY THOUSAND DOLLARS ($5,750,000) U.S., payment of which is to
be made as follows:

A. Upon execution of this Agreement by Purchaser, Purchaser
shall make an earnest money deposit of TWO HUNDRED THOUSAND DOLLARS
($200,000) U.S. ("Deposit"). The Deposit shall be held in escrow by
American Title Company, as agent for Chicago Title Insurance Company
(sometimes called the "Deposit Escrowee" or the "Title Company") in an
interest bearing account pursuant to the terms of a joint order escrow
agreement in the form of Exhibit C attached hereto and made a part hereof
("Deposit Escrow Agreement"). Any interest earned on the Deposit shall
be considered part of the Deposit. Except as otherwise specifically
provided in this Agreement, the Deposit shall be paid to Seller and
applied to the Purchase Price at Closing (as hereinafter defined).

B. At Closing, Purchaser shall pay to the Deposit Escrowee an
amount equal to the Purchase Price, less the Deposit and plus or minus
prorations as provided herein, via wire transfer in immediately available
U.S. funds ("Cash Balance") as follows:

Southwest Bank of Texas
P.O. Box 27459
Houston, Texas 77227-7459

ABA #113011258
Account: 007-284-2
For American Title Company GF # 311186-J

Please notify Kim Sobieski or Mary Rosenberg
(713) 965-9777

Purchaser and Seller shall cause Title Company to disburse the Cash
Balance to Seller upon the recording of the Deed (as hereinafter
defined). In connection with such disbursement, Purchaser and Seller
agree to execute any mutually acceptable closing instructions to Title
Company.

3. PRIOR TO CLOSING.

During the period from the date of Seller's execution of this
Agreement until Closing or the earlier termination of this Agreement,
Seller shall:

A. Except as otherwise provided in this Agreement, operate the
Property through its on-site property manager ("Property Manager"), in
accordance with good business practices and, through the Property
Manager, keep the Property in its existing condition and state of repair,
ordinary wear and tear and loss due to fire or other casualty excepted,
subject to Section 11 below.

B. Neither enter nor permit the Property Manager to enter into
any new Lease (or extensions, modifications or renewals of existing
Leases) without the prior written consent of Purchaser, which shall not
be unreasonably withheld, denied or delayed, except Seller or the
Property Manager may offer (and/or enter into) new Leases (or extensions,
modifications or renewals of existing Leases) (without the consent of
Purchaser) in the ordinary course of business and in accordance with
Seller's customary tenant qualification requirements, provided that such
Leases (or extensions, modifications or renewals of existing Leases)
provide for monthly rent equal to the fair market rent therefor and for a
term of not more than one (1) year. With respect to any new Lease (or
extensions, modifications or renewals of existing Leases) for which the
consent of Purchaser is required hereunder, unless a reasonable basis for
refusing to give such consent is communicated to Seller within two (2)
business days after a request therefor is made by Seller, such consent
shall be deemed to have been given by Purchaser. Seller shall pay all
costs in connection with new Leases (or extensions, modifications or
renewals of existing Leases) entered into by Seller pursuant to this
Section 3.B (including leasing commissions, tenant improvement costs,
cash work allowances, moving costs and other tenant incentives);
provided, however, Seller shall pay only those tenant improvements costs
(including, without limitation, costs in connection with the cleaning and
preparation of vacated apartment units) incurred by Seller prior to
Closing in accordance with Seller's standard maintenance and operating
procedures. Notwithstanding anything herein to the contrary, Seller
shall pay leasing commissions in connection with new Leases only to the
extent (i) such Leases are executed prior to Closing, and (ii) the
tenants thereunder take possession of the subject portion of the Premises
within forty-five (45) days after the date of Closing.

C. Neither enter nor permit the Property Manager to enter into
any new Service Contract or extend, renew or modify or amend any existing
Service Contract, except those that are cancelable on not more than 30
days' written notice without penalty.

D. Keep the Improvements insured against fire or other hazards
covered by extended coverage endorsement and comprehensive public
liability insurance against claims for bodily injury, death and property
damage occurring in, on or about the Premises, on terms no less favorable
than currently existing.

E. Not sell, mortgage, pledge, hypothecate or otherwise transfer
or dispose of all or any part of the Property or any interest therein,
except that Seller may enter into new Leases or extensions of existing
Leases pursuant to Section 3.B above, and except for depletions and
replacements of Personal Property in the ordinary course of the
operation, repair and maintenance of the Land and Improvements and except
as a result of the exercise of a condemnation (but subject to Section 11
hereof).

F. Promptly give written notice to Purchaser upon obtaining
knowledge of the occurrence of any event which affects the truth or
accuracy of any representations or warranties made by Seller in this
Agreement.

G. Subject to the terms of Section 4 below, afford Purchaser and
its representatives full access to the Premises and to Seller's books,
records and files relating to the Property, at reasonable times,
including but not limited to the date of Closing.

H. Not apply any tenant's security deposit to the discharge of
such tenant's obligations unless such tenant has vacated such tenant's
demised premises.

I. Advise Purchaser within five (5) business days of Seller's
receipt of written notice of the existence of any litigation or
governmental proceeding affecting the Premises to which Seller becomes a
party, but in any event prior to the Closing. It shall be a condition
precedent to Purchaser's obligation to accept title to the Premises, that
there shall be no such litigation or proceeding pending at Closing which
has a potential adverse effect upon the Premises or Seller's ability to
convey the Premises to Purchaser.

J. Not permit any alteration, structural modification or
additions to the Premises without the consent of Purchaser, other than in
the nature of routine maintenance or emergency repairs.

K. Not create (or agree to create) any exception to title or
covenant, restriction, easement or other lien on the Premises without the
consent of Purchaser.

L. At Purchaser's election, terminate, effective immediately
prior to the Closing, all employees of Seller, if any, employed at or in
connection with the Premises as designated by Purchaser, without cost or
expense to Purchaser, including but not limited to the Property Manager.

4. INSPECTION OF THE PROPERTY.

During the period ("Inspection Period") commencing on the date
hereof and ending thirty (30) days thereafter, Purchaser and its agents
and representatives may inspect the Property (including the Leases and
the books, records and documents of the Property maintained by either
Seller or the Property Manager at the Premises) and conduct such sampling
or non-destructive testing as Purchaser shall reasonably deem necessary
during normal business hours, subject to the following terms and
conditions:

A. Purchaser shall give Seller (in care of Keith Harris (312)
915-2710) reasonable telephonic notice of its intention to inspect the
Property or conduct any sampling or testing. In addition, Purchaser
shall give at least two (2) business days telephonic notice to John Hahn
(202-408-6430) before any environmental sampling or testing is done at
the Premises. Seller acknowledges that such notice in connection with
environmental sampling or testing to be conducted at the Premises has
been given by Purchaser.

B. If Purchaser desires to conduct any environmental sampling
or testing at the Premises, Purchaser shall first provide Seller with the
proposed study plan therefor ("Plan"). The Plan is subject to the
approval of Seller and no environmental sampling or testing shall be
performed until the Plan therefor has been approved by Seller, which
approval shall not be unreasonably withheld or delayed. Seller
acknowledges that the Plan has been given to and approved by Seller.
Purchaser agrees that Seller may have a representative present at any
inspection, sampling or testing of the Premises, including, but not
limited to, an environmental engineer or consultant designated by Seller
(in connection with any environmental sampling or testing conducted by
Purchaser in accordance with this Section 4). At Seller's request, any
sampling or testing by Purchaser's environmental consultant shall be
conducted in a manner so as to provide "split" samples or data to
Seller's environmental consultant. All costs and expenses incurred by
Seller pursuant to this Section 4.B shall be borne by Seller.

C. Purchaser shall maintain adequate liability insurance
coverage for its officers, employees, agents and representatives
inspecting the Property and, at Seller's request, will provide Seller
with written evidence of same.

D. Any such inspections, sampling or testing conducted by
Purchaser shall be at Purchaser's sole cost and expense and Purchaser
agrees to keep the Property free and clear of any liens which may arise
as a result of such inspections, sampling or testing of the Premises.

E. Purchaser shall restore promptly any physical damage caused
by its inspection, sampling or testing of the Premises.

F. Purchaser shall, upon the request of Seller, provide Seller
with copies of written sampling test results and reports prepared by
third parties, but otherwise Purchaser and its officers, directors,
employees, agents and representatives shall keep all such information,
sampling and test results and reports obtained or developed during or as
a result of such inspection, sampling or testing strictly confidential,
except as provided in Section 13.F below.

G. Purchaser hereby indemnifies and agrees to defend, and hold
Seller and its partners, and their respective officers, directors,
shareholders, advisors, beneficiaries, agents, employees, representatives
and affiliates harmless from and against all loss, cost, liability, lien,
damage or expense, including reasonable attorneys' fees and costs made,
sustained, suffered or incurred against or by Seller and its partners and
their respective officers, directors, shareholders, advisors,
beneficiaries, agents, employees, representatives and affiliates and
attributable to or arising out of a breach of the foregoing agreements by
Purchaser in connection with any such inspection, sampling or testing.

5. TERMINATION OF AGREEMENT.

If based on the inspection rights granted to Purchaser in Section 4
above, Purchaser determines that it has an objection to the condition of
the Property for any reason whatsoever or for no reason, then Purchaser
may elect to terminate this Agreement by giving Seller notice, in
writing, that it elects to terminate this Agreement, which notice must be
received by Seller not later than 5:00 P.M. Central Time on the last day
of the Inspection Period. In such event, the Deposit Escrowee shall
return promptly the Deposit to Purchaser, other than $100 which shall be
paid to Seller as consideration for the Inspection Period, and neither
party shall have any liability to the other, except for the obligations
of Purchaser set forth in Section 4.G above and Section 13.F below and
the obligations of both parties set forth in Section 8.D below, which
shall survive the termination of this Agreement. If Purchaser fails to
give timely notice of its election to terminate this Agreement as
aforesaid, it shall be conclusively presumed that Purchaser has satisfied
or waived the foregoing contingency.

6. TITLE AND SURVEY.

A. The Premises shall be conveyed to Purchaser at Closing by a
recordable special warranty deed in the form of Exhibit D attached hereto
and made a part hereof ("Deed") and shall be subject only to (i) the lien
of non-delinquent real estate taxes and assessments, (ii) the rights of
tenants, as tenants only, under the Leases, (iii) acts and deeds of
Purchaser, and (iv) the matters approved or deemed approved by Purchaser
pursuant to Section 6.B below (collectively called the "Permitted
Exceptions").

B. Within seven (7) days after the date of this Agreement,
Seller shall furnish to Purchaser (i) a commitment ("Title Commitment")
for an Owner's Policy of Title Insurance in the form currently prescribed
by the State Board of Insurance of Texas showing title to the Premises in
Seller, and proposing to insure Purchaser in the amount of the Purchase
Price, and issued by the Title Company, and (ii) copies of each recorded
document affecting the Premises shown on the Title Commitment. Anything
to the contrary in this Agreement notwithstanding, Seller agrees to pay
or discharge any liens and encumbrances arising after the effective date
of the Title Commitment and prior to Closing which are voluntarily
created by Seller; provided, however, Seller may cause the Title Company
to insure over any mechanics liens filed against the Premises. The Title
Commitment shall be conclusive evidence of good title as therein shown as
to all matters to be insured thereby, subject only to the Permitted
Exceptions. If the Title Commitment discloses matters which are not
Permitted Exceptions pursuant to Sections 6.A(i)-(iii) above or which are
objected to by Purchaser, Purchaser shall give written notice specifying
such fact to Seller within ten (10) days after its receipt of the Title
Commitment and legible copies of all underlying documents creating title
exceptions (and failure to timely give such notice of objection shall
constitute approval of the Title Commitment by Purchaser), and Seller
shall have (at Seller's election) thirty (30) days after the date of
receipt of Purchaser's written notice ("Title Cure Period") to have the
Title Company waive such matters or commit to insure for the full amount
of the policy against loss or damage that may be occasioned by such
matters. If Seller (in its sole discretion) does not provide Purchaser
with written notice that Seller has arranged with the Title Company to
have such matters removed or committed to be insured over within the
Title Cure Period, Purchaser may, within two (2) business days after the
earlier to occur of (x) receipt of notice from Seller that Seller does
not elect to cure or have insured over the matter objected to by
Purchaser, or (y) the expiration of the Title Cure Period, (i) terminate
this Agreement upon written notice given to Seller, or (ii) elect, upon
written notice given to Seller, to take title as it then is without any
set-off or deduction of any kind against the Purchase Price or otherwise.
If this Agreement is so terminated, the Deposit Escrowee shall return
promptly the Deposit to Purchaser and neither party shall have any
liability to the other except for the obligations of Purchaser set forth
in Section 4.G above and Section 13.F below and the obligations of the
parties set forth in Section 8.D below, which shall survive the
termination of this Agreement. If Seller does not receive written notice
of Purchaser's election to terminate this Agreement within the two
business day period specified above, Purchaser shall be conclusively
presumed to have elected to terminate this Agreement.

C. Within twenty (20) days after the date hereof, Seller shall
cause to be furnished to Purchaser an update of the Existing Survey
("Updated Survey"), certified to Purchaser or its designee and the Title
Company by a surveyor registered in the State of Texas and containing the
surveyor's certification that no portion of the Premises is located in an
area designated as being within a flood plain pursuant to the Flood
Disaster Act of 1973, as amended, and which certification is
substantially in the form of Exhibit E attached hereto and made a part
hereof. If the Updated Survey discloses any matter which is objected to
by Purchaser, Purchaser shall give written notice specifying such fact to
Seller within five (5) days of its receipt of the Updated Survey (and
failure to timely give such notice of objection shall constitute approval
of the Updated Survey by Purchaser), in which event, Purchaser shall (at
the time of such notice) elect either to (i) terminate this Agreement, or
(ii) grant Seller a period of up to thirty (30) days from the date of
receipt of Purchaser's written notice ("Survey Cure Period") to have such
matters removed from the Updated Survey or to have the Title Company
commit to insure for the full amount of the policy against loss or damage
that may be occasioned by such matters, in either case, to Purchaser's
reasonable satisfaction (and failure of Purchaser to so elect shall be
deemed to constitute Purchaser's election to have granted Seller the
thirty-day period to remove or have insured over any matter on the
Updated Survey not shown on the Existing Survey). If Seller (in its sole
discretion) does not have such matters removed from the Updated Survey or
committed to be insured over within the Survey Cure Period, in either
case, to Purchaser's reasonable satisfaction, Purchaser may, within two
(2) business days after the earlier to occur of (x) receipt of notice
from Seller that Seller does not elect to remove or have insured over the
matter objected to by Purchaser, or (y) the expiration of the Survey Cure
Period, (i) terminate this Agreement upon written notice given to Seller,
or (ii) elect, upon written notice given to Seller, to accept the Updated
Survey as it then appears without any set-off or deduction of any kind
against the Purchase Price or otherwise. If this Agreement is so
terminated, the Deposit Escrowee shall return promptly the Deposit to
Purchaser and neither party shall have any liability to the other except
for the obligations of Purchaser set forth in Section 4.G above and
Section 13.F below and the obligations of the parties set forth in
Section 8.D below, which shall survive the termination of this Agreement.
If Seller does not receive written notice of Purchaser's election to
terminate this Agreement within the two business day period specified
above, Purchaser shall be conclusively presumed to have elected to
terminate this Agreement.

D. The cost of the Title Commitment and the owner's title
insurance policy issued pursuant thereto ("Title Policy") and the Updated
Survey shall be paid by Seller. The cost of curing (if elected by
Seller) any title or survey defects or adverse matters (limited as set
forth in Sections 6.B and 6.C above) which are not Permitted Exceptions
shall be paid by Seller. The standard printed exceptions contained in
the Title Policy shall be modified at Closing as follows: (1) the
exception pertaining to discrepancies, conflicts or shortages in area
shall be deleted except for "shortages in area", (2) the exception
related to taxes shall be amended to read "taxes for the year 1994 and
subsequent years and subsequent assessments for prior years due to change
in land usage or ownership", (3) the exception pertaining to restrictions
shall reflect only restrictions that are Permitted Exceptions or shall be
deleted, and (4) the exception pertaining to rights of parties in
possession shall be limited only to those holding under the Leases, as
tenants only. The cost for modifying the standard printed exception as
set forth in clause (1) above shall be paid by Purchaser. Any additional
coverages or endorsements available in Texas which are desired by
Purchaser shall be obtained solely at Purchaser's own expense and shall
not be conditions of closing.

E. Purchaser is hereby advised in writing that Purchaser should
have the Title Commitment examined by an attorney of Purchaser's own
selection or that Purchaser should be furnished with or obtain the Title
Policy. Seller shall furnish Purchaser with the Title Policy in
accordance with the provisions of this Agreement.

7. CLOSING.

Payment of the Purchase Price and the consummation of the
transaction contemplated by this Agreement ("Closing") shall take place
at 9:00 a.m. Central time at the offices of the Title Company in Houston,
Texas on that date which is fifteen (15) days after the expiration of the
Inspection Period (or, if such date is not a business day, the Closing
shall take place on the first business day thereafter), or at such
earlier date or other place as may be mutually agreed upon in writing by
both Seller and Purchaser. The date of the Closing may be extended by
Seller beyond such date by the number of days (not to exceed 30 days)
needed to (a) satisfy any prepayment requirements contained in the
existing mortgage financing documents pertaining to the Property, and
(b) cure title or survey defects or adverse matters pursuant to Section 6
above.

8. REPRESENTATIONS AND WARRANTIES.

A. Seller represents and warrants to Purchaser that:

1. Seller is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of Texas,
has duly authorized the execution and performance of this Agreement
and such execution and performance will not violate Seller's
Partnership Agreement or any contract or agreement by which Seller
is bound.

2. This Agreement is valid and enforceable against Seller in
accordance with its terms and each instrument to be executed by
Seller pursuant to this Agreement will, when executed and
delivered, be enforceable in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting creditors' rights
generally.

3. To Seller's knowledge, neither Seller nor the Property
Manager has received written notice prior to the date hereof from
any governmental authority of any violation of any environmental,
zoning, building, fire or health code or law applicable to the
Property or any portion thereof, that has not heretofore been
corrected. However, no warranty is made with respect to the
Americans With Disabilities Act, 42 USC Section 12101 et seq. and
the regulations promulgated thereunder, or with respect to any
matters disclosed in the Existing Environmental Report (if any).

4. To Seller's knowledge, the Service Contracts contained in
the Information Package are all of the contracts made by Seller or
the Property Manager which affect the Property as of the date of
the Information Package, except for the Leases, the Permitted
Exceptions and the existing property management agreement which is
to be terminated effective upon Closing.

5. There are no delinquencies with respect to real estate
taxes affecting the Premises.

6. The Land constitutes a separate parcel or parcels for real
estate tax purposes.

7. Seller does not have any employees in connection with the
Property.

8. There are no real estate tax protests or proceedings
initiated by Seller affecting the Premises.

9. There is no pending or (to Seller's knowledge) threatened
litigation (including, without limitation, any condemnation or
notice of condemnation) affecting or related to the Property,
except for litigation that is covered by Seller's insurance.

10. Each person executing and delivering this Agreement and
all documents to be executed and delivered in regard to the
consummation of the transaction which is the subject of this
Agreement on behalf of Seller has due and proper authority to
execute and deliver same.

B. Purchaser represents and warrants to Seller that:

1. Purchaser is a corporation, duly organized, validly
existing and in good standing under the laws of the State of
Delaware, has duly authorized the execution and performance of this
Agreement, and such execution and performance will not violate its
Articles of Incorporation, Bylaws or any contract or agreement by
which it is bound.

2. This Agreement is valid and enforceable against Purchaser
in accordance with its terms and each instrument to be executed by
Purchaser pursuant to this Agreement will, when executed and
delivered, be enforceable in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting creditors' rights
generally.

3. Each person executing and delivering this Agreement and
all documents to be executed and delivered in regard to the
consummation of the transaction which is the subject of this
Agreement on behalf of Purchaser has due and proper authority to
execute and deliver same.

C. As used in Section 8.A. (or in any other Sections of this
Agreement), "knowledge" shall mean and be limited to the actual knowledge
(as distinguished from implied, imputed or constructive knowledge) of
Jack Dinerstein (the general partner of the general partner of Seller)
and Lynn Oliver (the on-site manager of the Property for Property
Manager). Such "knowledge" of the aforedescribed individuals shall not
include a duty to inquire or investigate any facts or information with
respect to the Property or the warranties of Seller contained herein.

D. Seller and Purchaser mutually represent and warrant to each
other that each has had no dealings, negotiations, or consultations with
any broker or other intermediary in connection with this Agreement or the
sale of the Property, except for Burney Interests, Inc. ("Burney").
Provided the transaction contemplated hereby is consummated, Seller shall
pay a brokerage commission to Burney in an amount previously agreed to by
such parties, and Seller agrees to indemnify, defend and hold Purchaser
free and harmless from any claims (including attorneys' fees) of Burney
for Seller's breach of its covenant to pay Burney such commissions
pursuant to the terms of this Section 8.D. Seller and Purchaser agree
that each will indemnify, defend and hold the other free and harmless
from the claims (including attorneys' fees) of any other broker or other
intermediary claiming to have dealt with Seller or Purchaser,
respectively, in connection with this Agreement or the sale of the
Property. The indemnification obligations of Seller and Purchaser
pursuant to this Section 8.D shall survive the Closing.

E. It shall be a condition to each party's obligation to close
that the representations and warranties of the other party are true and
correct in all material respects as of Closing.

F. If prior to Closing Purchaser obtains actual knowledge (as
distinguished from implied, imputed or constructive knowledge) that any
of Seller's representations and warranties are not true and correct,
Purchaser shall promptly notify Seller of same. Seller shall have a
period of thirty (30) days in which to attempt to cure any breach of
warranty alleged by Purchaser or any breach of warranty otherwise
discovered by Seller (and the date of Closing shall be extended
accordingly); provided, however, that Seller, at its sole option, may
elect not to cure (or attempt to cure) the alleged breach. If Seller
does not cure such breach of warranty within the specified time,
Purchaser may (i) terminate this Agreement upon written notice given to
Seller within fifteen (15) days after the expiration of the thirty (30)
day period, unless Purchaser is notified that such breach is cured within
the fifteen (15) day period, or (ii) elect, upon written notice given to
Seller within fifteen (15) days after the expiration of the thirty (30)
day period, to close without any set-off or deduction of any kind against
the Purchase Price or otherwise. If this Agreement is so terminated,
neither party shall have any liability to the other except for the
obligations of Purchaser set forth in Section 4.G above and Section 13.F
below and the obligations of the parties set forth in Section 8.D above,
which shall survive the termination of this Agreement. If Seller does
not receive written notice of Purchaser's election to close this
transaction within fifteen (15) days after the expiration of the thirty
(30) day period, Purchaser shall be conclusively presumed to have elected
to terminate this Agreement, in which event, the provisions of the
immediately preceding sentence shall be applicable.

G. The representations and warranties set forth in Sections
8.A.1, 8.A.10, 8.B.1, 8.B.3 and 8.D shall survive the Closing for the
full period of the applicable statute of limitations. The
representations and warranties set forth in the Deed shall survive the
Closing for a period of three (3) years. All of the other
representations, warranties and certifications of the parties set forth
in Sections 8.A and 8.B above and in the documents delivered pursuant to
Sections 10.A.2 and 10.A.3 below (collectively called the "Conveyance
Documents") shall survive Closing, provided written notice of any claim
arising from a breach of such representations, warranties and
certifications must be specified and received by the other party not
later than six (6) months after the date of Closing and prosecuted by the
filing of a lawsuit in a court of proper jurisdiction within nine (9)
months of Closing. All other claims for breach of such representations,
warranties and certifications shall be barred and neither party shall
have any liability with respect thereto. In no event shall the aggregate
liability of Seller for a breach of the representations, warranties and
certifications set forth in Section 8.A above (except for the
representations contained in Sections 8.A.1, 8.A.10 and in the Deed) or
contained in the Conveyance Documents exceed TWO HUNDRED TWENTY THOUSAND
Dollars ($220,000). Notwithstanding anything contained herein to the
contrary, Purchaser shall have no right to recover damages against Seller
for the breach of any representation, warranty or certification of Seller
contained herein or in the Conveyance Documents as to which Purchaser had
actual knowledge prior to Closing, but as to which Purchaser did not give
Seller the notification required in Section 8.F above. The maximum
liability of Seller for a breach of any of the warranties or covenants
contained in Sections 8.A.1, 8.A.10, and in the Deed, shall not exceed
the Purchase Price. Purchaser shall not assert any claim against Seller
under the Deed with respect to warranties of title (as distinguished from
Seller's authority to execute and deliver the Deed to Purchaser, with
respect to which Purchaser's rights to assert a claim against Seller
shall not be so limited, except as provided above) until Purchaser has
first pursued all applicable rights and remedies available under the
Title Policy with respect to such claim (and all applicable appeal
periods have expired). Purchaser and Seller hereby acknowledge and agree
that at Purchaser's request, the Deed shall contain no reference to the
limitations set forth in this Section 8.G, and that notwithstanding such
omission, the covenants and conditions contained in this Section 8.G
shall survive the recording of the Deed. Any conflict or inconsistency
between the rights and obligations of Seller and Purchaser as enumerated
under this Section 8.G and under the Deed shall be governed by the terms
of this Agreement. Nothing contained herein shall limit the rights of
Purchaser to pursue any and all claims against the Title Company under
the terms of the Title Policy.

9. CLOSING COSTS AND PRORATIONS.

A. Seller and Purchaser shall share equally the cost of the
escrow closing arrangements imposed by Title Company, the aggregate
amount of which shall not exceed $250. Except as otherwise specifically
provided in this Agreement, each party shall bear its own costs in
performing its obligations under this Agreement including, without
limitation, its own attorneys' fees and, in the case of Purchaser, all
costs and expenses in connection with its inspection of the Property as
provided in Section 4 above.

B. The following items are to be prorated or adjusted as of
11:59 p.m. on the date immediately prior to the date of Closing
("Proration Date"):

1. Rents, as and when collected. If as of the Proration Date
there are rents owed by tenants for the month in which the Closing
occurs, then the first monies received from said tenant or tenants
shall be received on account of or in payment of such past due
rents and (i) if Purchaser receives said past due rents, Seller's
aforesaid share thereof shall be remitted by Purchaser to Seller,
and (ii) if Seller receives such past due rents, Purchaser's
aforesaid share thereof shall be remitted by Seller to Purchaser.
With respect to any arrears for periods prior to the month in which
the Closing occurs, Purchaser shall pay such arrears to Seller as
and when collected from the monies received from such tenant
provided such tenant is otherwise current in its rent. With
respect to rents for any period subsequent to the month in which
the Closing occurs that may be received by Seller, Seller shall
promptly remit such rents to Purchaser.

2. Real estate and personal property taxes, if any, on the
basis of the fiscal year for which assessed. If the Closing shall
occur before the tax rate or assessment is fixed for the fiscal
year in which the Closing occurs, then the apportionment of such
real estate and personal property taxes at the Closing shall be
upon the basis of the tax rate for the next preceding year applied
to the latest assessed valuation. Final adjustment will be made
upon the actual tax amount, when determined.

3. Tax and utility company deposits, if any, and if
assignable and assigned.

4. Water and sewer charges on the basis of the most recent
bills available, but if there are water meters on the Premises,
Seller, to the extent the same is obtainable, shall furnish a
reading effective as of the Proration Date, or if not so
obtainable, to a date not more than thirty (30) days prior to the
Proration Date, and the unfixed meter charges based thereon for the
intervening period shall be apportioned on the basis of such last
reading. Upon the taking of a subsequent actual reading, such
apportionment shall be readjusted and Seller or Purchaser, as the
case may be, will promptly deliver to the other the amount
determined to be so due upon such readjustment. If Seller is
unable to furnish such prior reading, any reading subsequent to the
Closing will be apportioned on a per diem basis from the date of
such reading immediately prior thereto and Seller shall pay the
proportionate charges due up to the date of Closing.

5. Amounts paid or payable in respect of any Service
Contracts assigned to Purchaser hereunder, including but not
limited to, any up-front "bonus" payments made in consideration of
entering into any Service Contract (which up-front "bonus"
payments, if any, shall be prorated based upon the unexpired term
of the applicable Service Contract).

6. Electricity, gas and steam, if any, prorated based upon
the most current bill.

7. Fuel, if any, based on a fuel company letter showing
measurement no more than two (2) days prior to Closing and valued
at current prices.

8. Purchaser shall receive a credit against the Cash Balance
in an amount equal to all tenant security deposits (including any
pet deposits) and accrued interest to which tenants may be entitled
pursuant to the Leases which are to be assigned to Purchaser at the
Closing and which have not been previously applied by Seller in
accordance with the provisions of Section 3.H above; provided,
however, Purchaser hereby acknowledges that any and all cleaning
fees assessed against tenants upon commencement of such tenants'
Leases shall not be subject to any proration under this
Section 9.B.8.

9. Except as set forth in this Agreement, the customs of the
county in which the Premises is located shall govern prorations.

C. If such prorations result in a payment due Purchaser, then
the Cash Balance shall be reduced by such sum.

D. If such prorations result in a payment due Seller, then the
same shall be paid to Seller in addition to the Cash Balance payable at
Closing.

E. The parties hereto shall endeavor to prepare a schedule of
prorations on the Proration Date prior to Closing.

F. The parties hereto shall correct any errors in prorations as
soon after the Closing as amounts are finally determined. The parties
hereto shall enter into the post-closing adjustment letter at the Closing
in the form of Exhibit F annexed hereto ("Post-Closing Adjustment
Letter").

10. CLOSING DOCUMENTS AND MATTERS.

A. On the Proration Date, Seller shall deliver the following
original documents into escrow, each acknowledged and executed (as
appropriate):

1. The Deed to the Premises in the form of Exhibit D attached
hereto, subject only to the Permitted Exceptions, which Deed shall
contain the legal description of the boundaries of the Land as
shown on the Updated Survey, provided same has been approved by the
Title Company.

2. A bill of sale with respect to the Personal Property, in
the form of Exhibit G attached hereto and made a part hereof.

3. An assignment and assumption of Leases, Service Contracts,
Permits and Warranties, Plans and any other so-called intangible
property constituting the Property in the form of Exhibit H
attached hereto and made a part hereof.

4. A letter advising tenants under the Leases of the change
in ownership of the Premises, in the form of Exhibit I attached
hereto and made a part hereof.

5. Originals of all Leases, assigned Service Contracts,
Permits and Warranties, and Plans (to the extent any of the
foregoing are in Seller's possession) and copies of the intangible
property described in Section 1.A.4 above, all of which shall be
delivered to Purchaser or its agent at the Premises.

6. An affidavit pursuant to the Foreign Investment and Real
Property Transfer Act in the form of Exhibit J attached hereto and
made a part hereof.

7. A title affidavit as reasonably required by the Title
Company, in connection with the issuance of the Title Policy, which
affidavit may disclose the Leases by attaching a copy of the Rent
Roll and which may provide that there is no lienable work that has
been performed by or on behalf of Seller on or about the Premises
which has not been fully paid for.

8. Any evidence of the authority of Seller to consummate the
transaction contemplated hereby that is reasonably requested by the
Title Company.

9. The Post-Closing Adjustment Letter dated as of the Closing
Date.

10. A rent roll with respect to the Leases certified by Seller
that to Seller's knowledge, such rent roll is true and correct in
all material respects as of the Closing Date.

11. All keys in Seller's possession and combinations known to
Seller to all locks on the Improvements shall be delivered to
Purchaser or its agent at the Premises.

12. Either (i) an instrument assigning to Purchaser any rights
under any proceeding for the reduction of real or personal property
taxes assessed against any portion of the Premises for the fiscal
year in which the Closing takes place; any refund for such year
shall be prorated when received as of the Proration Date, or (ii) a
certificate from Seller that no proceeding for the reduction of
real or personal property taxes is on-going as of the Closing Date.

13. UCC searches conducted by a UCC search company reasonably
acceptable to Purchaser at the County and State level, searching
Seller's name, the name of any other entity known to Seller which
may have owned the Property during the past five (5) years, and the
name "Silvermine Apartments," updated to a date not more than ten
(10) days prior to the Closing (the "UCC Search").

14. Any forms required to transfer any telephone numbers used
by Seller in connection with the Property.

15. Letter from Burney releasing Purchaser from all claims for
brokerage commissions in connection with the transaction which is
the subject of this Agreement in form and substance reasonably
satisfactory to Purchaser.

16. Any other instruments specifically referred to inthis
Agreement.

B. On the Proration Date, Purchaser shall deliver or cause to be
delivered the following original documents into escrow, each acknowledged
and executed (as appropriate):

1. The assignment and assumption agreement in the form of
Exhibit H hereto.

2. The tenant notification letters described in Section
10.A.4 above.

3. Any evidence of the authority of Purchaser to consummate
the transaction contemplated hereby that is reasonably requested by
the Title Company.

4. The Post-Closing Adjustment Letter dated as of the Closing
Date.

5. Any other instruments specifically referred to in this
Agreement.

C. At Closing, Purchaser shall pay or cause to be paid to Seller
the Cash Balance as required pursuant to Section 2 above, plus or minus
prorations as determined pursuant hereto. Closing shall be deemed to
have occurred (e.g., for purposes of possession and prorations) at such
time as Seller shall have delivered the Deed to Purchaser and the Cash
Balance shall have been paid to Seller.

D. In addition to the other conditions to Closing expressly set
forth in this Agreement, it shall be a condition to Purchaser's
obligation to close the transaction contemplated hereby that Purchaser
receives at Closing the Title Policy or the written obligation of the
Title Company to issue the Title Policy, in either case showing no
exceptions to title other than the Permitted Exceptions.

E. Seller shall terminate the existing management agreement with
the Property Manager effective as of the date of Closing.

F. Purchaser shall be entitled to possession of the Property at
the conclusion of Closing subject only to the matters expressly permitted
by or pursuant to this Agreement.

G. Effective upon Closing, Seller may notify all contractors and
utility companies serving the Property advising them of the sale of the
Property and to (i) return any deposit or deposits posted by Seller,
(ii) terminate Seller's account effective on noon on the date of Closing,
and (iii) direct to Purchaser all bills for services provided to the
Property on and after the date of Closing.

11. CASUALTY AND CONDEMNATION.

A. If, prior to Closing, either (i) the Premises are destroyed
or materially damaged by fire or other casualty or (ii) the Premises or
any part thereof is condemned, then Purchaser may elect to terminate this
Agreement. Purchaser shall give written notice of its election to Seller
within ten (10) days after receiving notice from Seller of damage or
condemnation. In such event, the Deposit Escrowee shall return the
Deposit to Purchaser and thereupon this Agreement shall be null and void
and neither party shall have any further obligations under this Agreement
except under Sections 4.G, 8.D and 13.F, which survive such termination.
If Purchaser fails to give such written notice within such ten (10) day
period that it elects to proceed with this transaction, this Agreement
shall terminate with the same effect as if Purchaser elected to terminate
this Agreement as aforesaid. If Purchaser elects to have this Agreement
remain in full force and effect despite such damage, casualty or
condemnation, then Purchaser shall so notify Seller of its election
within such ten (10) day period, in which event Seller will assign to
Purchaser at Closing the physical damage proceeds of any insurance policy
payable to Seller or Seller's portion of the condemnation award, in
either case, not to exceed the Purchase Price.

B. As used in Section 11.A(i) above and Section 11.C below,
material damage shall be deemed to have occurred if the cost of repairing
such damage is in excess of ONE HUNDRED TEN THOUSAND DOLLARS ($110,000).
As used in Section 11.A (ii) above, a condemnation shall be deemed to
have occurred if any governmental authority or other entity having
condemnation authority shall institute an eminent domain proceeding or
take any steps preliminary thereto (including the giving of any direct
notice of intent to institute such proceedings).

C. If prior to Closing less than a material portion of the
Premises is damaged by fire or other casualty, then the transaction
contemplated by this Agreement shall be consummated as otherwise provided
herein. In the event of such casualty, Purchaser shall receive at
Closing a credit against the Cash Balance in an amount reasonably
estimated by Seller and Purchaser as the cost to repair such damage or
casualty and Seller shall be entitled to retain all proceeds of any
insurance policy payable as a result of such casualty. If after Closing
it is discovered that there was any damage to the Property occurring
between the last day of Purchaser's inspection of the Improvements and
the date of Closing that is covered by insurance carried by Seller,
Seller will cooperate with reasonable requests of Purchaser to assign
Seller's insurance proceeds to Purchaser.

12. DEFAULT.

A. If the Closing fails to occur as a result of Purchaser's
default under this Agreement, Seller's sole remedy therefor shall be that
the Deposit shall be paid by the Deposit Escrowee to Seller as liquidated
damages, and both parties shall be relieved of and released from any
further liability hereunder except for the obligations of Purchaser set
forth in Section 4.G. above and Section 13.F below and the obligations of
the parties set forth in Section 8.D above. Seller and Purchaser agree
that the Deposit is a fair and reasonable amount to be retained by Seller
as agreed and liquidated damages in light of Seller's removal of the
Property from the market and the costs incurred by Seller and shall not
constitute a penalty or a forfeiture.

B. If Seller shall default under this Agreement or refuse or
fail to convey the Property as herein provided, Purchaser's sole remedy
therefor shall be either (1) to terminate this Agreement, or (2) to
enforce Seller's obligations to convey the Property in accordance with
the provisions of this Agreement, provided that no such action in
specific performance shall seek to require Seller to (a) change the
condition of the Property or restore the Property or any part thereof
following any fire, other casualty or condemnation; (b) expend money or
post a bond to remove a title defect or correct any matter shown on the
Updated Survey in excess of its obligations under Sections 6.B, 6.C and
6.D above; or (c) secure any permit, or third party approval or consent
with respect to the Property or Seller's conveyance of the Property.

13. MISCELLANEOUS.

A. No alteration, modification or interpretation of this
Agreement or the Exhibits shall be binding unless in writing and signed
by both parties.

B. If any provision of this Agreement or any application to any
party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder
of this Agreement or the application of such provision to such person or
circumstances, other than those as to which it is so determined invalid
or unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent
permitted by law, except that, if as a result thereof, the consideration
to be paid to Seller under this Agreement is diminished in any material
respect Seller shall have the option, upon written notice to Purchaser,
to terminate this Agreement.

C. This Agreement shall be construed and enforced in accordance
with the laws of the State of Texas.

D. Purchaser may not assign this Agreement without first
obtaining Seller's written consent, which consent may be withheld in
Seller's sole discretion; provided, however that Seller hereby consents
to an assignment of this Agreement to an entity which is wholly-owned by
Purchaser or which is wholly-owned by the Public Employees Retirement
System of Ohio. Any assignment in contravention of this provision shall
be void. No assignment (including an assignment to an entity wholly-
owned by Purchaser or wholly owned by the Public Employees Retirement
System of Ohio) shall release the Purchaser herein named from any
obligation or liability under this Agreement. Purchaser shall notify
Seller in writing of the name and address of the assignee pursuant to
this Section 13.D and provide Seller with a copy of the assignment.

E. This Agreement shall be binding and inure to the benefit of
Purchaser and Seller and their successors and permitted assigns.

F. Purchaser shall make no public disclosure of the terms of
this transaction without the prior written consent of Seller, except as
may be required by law or applicable governmental regulation. Purchaser
shall continue to comply with the confidentiality requirements set forth
in any confidentiality agreement previously entered into between Seller
and Purchaser.

G. The captions in this Agreement are inserted only as a matter
of convenience and for reference and in no way define, limit or describe
the scope of this Agreement or the scope or content of any of its
provisions.

H. In the event of any litigation arising out of this Agreement,
in addition to any other rights or remedies specified herein, the
prevailing party shall be entitled to its reasonable attorneys' fees and
costs.

I. IN ANY PROCEEDING TO ENFORCE THE TERMS OF THIS AGREEMENT OR
OBTAIN ANY REMEDY PROVIDED FOR HEREIN OR OTHERWISE PERMITTED BY LAW IN
CONNECTION WITH THE SUBJECT MATTER HEREOF, WHETHER BEFORE OR AFTER
CLOSING, SELLER AND PURCHASER WAIVE TRIAL BY JURY TO THE FULLEST EXTENT
PERMITTED BY LAW.

J. Nothing contained in this Agreement shall be construed to
create a partnership or joint venture between the parties or their
successors in interest or any other relationship other than seller and
purchaser.

K. Time is of the essence of this Agreement.

L. This Agreement may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to
be an original and all of which shall constitute one and the same
instrument.

M. Purchaser and Seller agree not to record this Agreement or any
memorandum thereof.

N. No failure or delay by a party to exercise any right it may
have by reason of the default of the other party shall operate as a
waiver of default or as a modification of this Agreement or shall prevent
the exercise of any right by the first party while the other party
continues to be so in default.

O. For the purpose of complying with Internal Revenue Service
reporting requirements for this transaction, the parties shall request
the Title Company to prepare and file the 1099-S form (and any necessary
supporting documentation) at no cost to Purchaser or Seller and Seller
and Purchaser shall cooperate with any requests from the Title Company in
connection therewith.

P. The agreements of Seller contained herein shall only be
enforceable (subject to all limitations on liability contained in this
Agreement) against the property of Seller, including the proceeds of the
sale contemplated hereby ("Sale Proceeds"). By executing this Agreement
(i) Purchaser agrees to look solely to the property of Seller, including
the Sale Proceeds (subject to all limitations on liability contained in
this Agreement) for the enforcement of its rights hereunder, and
(ii) Purchaser hereby waives any claim or any right to proceed for the
enforcement of any of its rights hereunder against any of the partners of
Seller or any affiliate thereof, in their personal or corporate
capacities; provided, however, that Purchaser does not waive the right to
proceed against the partners of Seller (subject to all limitations on
liability contained in this Agreement) to the extent (and only to the
extent) that Sale Proceeds are actually distributed to such partners.

14. NOTICES.

Any notices or requests required or permitted to be given hereunder
shall be deemed to be given when (i) hand delivered or (ii) one (1)
business day after delivery to Federal Express or similar overnight
service for next business day delivery or (iii) received after deposit in
the U.S. mail when sent by certified mail, return receipt requested, or
(iv) received if sent by facsimile, provided that a "hard" copy of such
notice must be received by the recipient on the second business day after
the facsimile copy is received, in all cases addressed to the parties at
their respective addresses as follows:

If to Seller: DMC-Silvermine Apartments Limited
c/o Dinerstein Interests 1981,
Partnership
6363 Woodway
Houston, Texas 77057
Attn: Jack Dinerstein
Fax: (713) 977-4806

With a copy to: JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60611
Attn: Keith Harris
Fax: (312) 915-2310

With a copy to: Dustin E. Neumark, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
Fax: (312) 876-7934

With a copy to: Sanford J. Slobin, Esq.
Brochstein, Slobin & Chapman, P.C.
One Riverway, Suite 1150
Houston, Texas 77056
Fax: (713)871-1618

If to Purchaser: TGM Realty Corp. #3
c/o TGM Associates L.P.
650 Fifth Avenue
28th Floor
New York, New York 10019
Attn: Thomas Gochberg
Fax: (212) 399-6310

With a copy to: Alan Linder, Esq.
Bachner, Tally, Polevoy & Misher
380 Madison Avenue
New York, New York 10017-2590
Fax: (212) 682-5729

With a copy to: Albert H. Hiller, Esq.
Haynes & Boone
4300 First Interstate Bank Plaza
Houston, Texas 77002
Fax: (713) 547-2600

or in each case to such other address as either party may from time to time
designate by giving notice in writing to the other party. The attorneys for
Seller and Purchaser may give notices on behalf of their respective clients
hereunder.

15. DISCLOSURES.

The following disclosures are made to Purchaser:

A. The Property may be subject to deed restrictions which may be
in force by a municipality. If such is the case, Purchaser and Seller
will sign and acknowledge at Closing the notice documents in conformity
with Local Government Code Article 230.001 through 230.005.

B. To the extent the Property is seaward of the Gulf
Intercoastal Waterway, notice is given pursuant to Section 61.025 of the
Texas Natural Resources Code and, if applicable, a form of notice will be
signed at Closing.

C. The Property may be located in a municipal utility district.
In accordance with Section 50.301 of the Texas Water Code, disclosure is
made of said fact to the extent it is applicable and the form of notice
will be signed at Closing.

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Agreement as of the date first written above, being the date inserted by Seller
as the date of its execution and delivery hereof to Purchaser.

SELLER:

DMC-SILVERMINE APARTMENTS LIMITED, a
Texas limited partnership

By Dinerstein Interests, 1981,
Partnership, a Texas general
partnership, its sole general
partner

By _________________________
Jack Dinerstein
general partner

PURCHASER:

TGM REALTY CORP. #3, a Delaware
corporation

By: ________________________
Its_____________________
<PAGE>
For purposes of the waiver set forth
herein with respect to the Deceptive
Trade Practice-Consumer Protection
Act

Name: ,
, Esq.
Legal Counsel to Purchaser

EXHIBIT A

Legal Description of Land

EXHIBIT B

Personal Property Inventory

EXHIBIT C

Deposit Escrow Agreement

EXHIBIT C

DEPOSIT ESCROW AGREEMENT

TO: American Title Company
5 Post Oak Park
Suite 1900
Houston, Texas 77027
Attention: Mr. Kim Sobieski

RE: Escrow Trust No. 311186-J

DATE: October , 1994

I. PARTIES

A. Seller: DMC-Silvermine Apartments Limited
6363 Woodway
Houston, Texas 77057
Attention: Jack Dinerstein

B. Purchaser:TGM Realty Corp. #3
c/o TGM Associates L.P.
650 Fifth Avenue
28th Floor
New York, New York 10019
Attention: Thomas Gochberg
C. Escrow
Holder: American Title Company
5 Post Oak Park
Suite 1900
Houston, Texas 77027
Attention: Mr. Kim Sobieski

D. Purchaser's
Counsel : Alan Linder, Esq.
Bachner, Tally, Polevoy & Misher
380 Madison Avenue
New York, New York 10017-2590

E. Seller's
Counsel: Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606
Attention: Dustin E. Neumark

II. PRELIMINARY STATEMENTS

A. Concurrently with the execution and delivery of this Deposit
Escrow Agreement, Seller and Purchaser have executed and
delivered a certain Agreement for Purchase and Sale of Real
Estate and Related Property (hereinafter referred to as the
"Agreement"), a copy of which has been provided to Escrow
Holder. Under the terms of the Agreement, Seller has agreed
to sell, and Purchaser has agreed to buy, certain land and
improvements in Victoria, Texas and commonly known as
Silvermine Apartments.

B. Pursuant to Section 2.A. of the Agreement, Purchaser is
required to deposit with Escrow Holder the sum of Two
Hundred Thousand Dollars ($200,000) (hereinafter referred to
as the "Earnest Money"), to be held by Escrow Holder
pursuant to the terms and provisions of this Deposit Escrow
Agreement.

C. Pursuant to Section 5 of the Agreement, Purchaser has the
right to terminate the Agreement upon certain conditions and
to have the Earnest Money and interest earned thereon
returned to Purchaser.

D. Provided that the provisions of Section 5 of the Agreement
or any other provision of the Agreement pursuant to which
Purchaser is entitled to terminate the Agreement and have
the Earnest Money earned thereon returned to Purchaser have
not been implemented whereby the Agreement is terminated and
the Earnest Money returned to Purchaser, then the Earnest
Money and any interest earned thereon, are to be applied
towards the Cash Balance at Closing as set forth in the
Agreement.

III. DEPOSIT OF EARNEST MONEY; INVESTMENT DIRECTIONS

A. Concurrently herewith, Purchaser has delivered the Earnest
Money to Escrow Holder in accordance with the Agreement.

B. Escrow Holder is hereby authorized and directed to invest
the Earnest Money in a money market account at Southwest
Bank of Texas or in accordance with the written direction of
Seller and Purchaser (or Seller's and Purchaser's Counsel).
Unless otherwise provided pursuant to the provisions of
Section IV hereof, such investment shall be for the benefit
of Purchaser. The Federal Taxpayer Identification Number
for Purchaser is 13-3745185.

IV. INSTRUCTIONS

A. In the event Escrow Holder receives from Seller (or Seller's
counsel) a written direction authorizing the return of the
Earnest Money and all interest earned thereon to Purchaser,
then Escrow Holder is authorized and directed to return,
within one (1) business day thereafter, the Earnest Money,
together with all interest earned thereon, to Purchaser.

B. If Escrow Holder does not receive a written direction
authorizing the return of the Earnest Money as described
Section IV. A of this Deposit Escrow Agreement, Escrow
Holder is instructed to hold and invest the Earnest Money,
together with all interest earned thereon, as provided in
Section III B. above, until Escrow Holder is in receipt of
(i) a joint written direction from Seller (or Seller's
Counsel) and Purchaser (or Purchaser's Counsel), or (ii) an
order, judgment or decree addressed to Escrow Holder which
shall have been entered or issued by any court and which
shall determine the disposition of the Earnest Money and all
interest earned thereon.

C. Any party delivering a notice required or permitted
hereunder shall simultaneously deliver copies of such notice
to all parties listed in Section I of this Deposit Escrow
Agreement. All notices required herein shall be sent in
accordance with Section 14 of the Agreement.

D. Except as otherwise expressly set forth in this Deposit
Escrow Agreement, Escrow Holder shall disregard any and all
notices or warnings given by any of the parties hereto.

E. In case Escrow Holder obeys or complies with any order,
judgment or decree of any court with respect to the Earnest
Money, Escrow Holder shall not be liable to any of the
parties hereto or any other person, firm or corporation by
reason of such compliance, notwithstanding any such order,
judgment or decree be entered without jurisdiction or be
subsequently reversed, modified, annulled, set aside or
vacated. In case of any suit or proceeding regarding this
Deposit Escrow Agreement to which Escrow Holder is or may be
at any time a party, Seller and Purchaser shall each be
liable for one-half of all such costs, fees and expenses
incurred or sustained by Escrow Holder and shall forthwith
pay the same to Escrow Holder upon demand; provided,
however, that in the event Escrow Holder is made a party to
any suit or proceeding between Seller and Purchaser, the
prevailing party in such suit or proceeding shall have no
liability for the payment of Escrow Holder's costs, fees and
expenses.

F. Escrow Holder is not to be held responsible for any loss of
the principal of or interest on the Earnest Money which may
be incurred either (i) as a result of investing the Earnest
Money in accordance with this Deposit Escrow Agreement, or
(ii) as a result of redeeming said investment for the
purposes of this Deposit Escrow Agreement.

G. In no case shall the Earnest Money be surrendered except
(i) in the manner specifically described in this Deposit
Escrow Agreement; (ii) on an order signed by Seller (or
Seller's Counsel) and Purchaser (or Purchaser's Counsel); or
(iii) in obedience to the process of order of a court as
aforesaid.

H. All fees of Escrow Holder, not to exceed $250, shall be
charged one-half to Seller and one-half to Purchaser.

I. Except as to deposits of funds for which Escrow Holder has
received express written direction from Seller and Purchaser
(or Seller's and Purchaser's Counsel) concerning investment
or other handling, the parties hereto agree that Escrow
Holder shall be under no duty to invest or reinvest any
portion of the Earnest Money at any time held by it
hereunder; provided, however, nothing herein shall diminish
Escrow Holder's obligation to apply the full amount of the
Earnest Money in accordance with the terms of this Deposit
Escrow Agreement.

V. MISCELLANEOUS

A. Any order, judgment or decree requiring Escrow Holder to
disburse the Earnest Money shall not be binding upon
Purchaser or Seller as to the ultimate disposition of the
Earnest Money unless and until a final, non-appealable
order, judgment or decree is entered by a court having
jurisdiction thereof.

B. This Deposit Escrow Agreement and all provisions hereof
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective legal representatives,
successors and permitted assigns.

C. This Deposit Escrow Agreement shall not supersede the
Agreement and in case of any conflict or inconsistency
between the rights and obligations of Seller and Purchaser
hereunder and under the Agreement, the provisions of the
Agreement shall govern and control.

D. The agreements of Seller contained herein shall only be
enforceable against the property of Seller, including the
proceeds of the sale contemplated hereby ("Sale Proceeds")
for the payment of any claims hereunder. By executing this
instrument, (i) Purchaser and Escrow Holder agree to look
solely to the property of Seller (including the Sale
Proceeds) for the enforcement of their rights hereunder, and
(ii) Purchaser and Escrow Holder hereby waive any claim or
any right to proceed for the enforcement of any of their
respective rights hereunder against any of the partners of
Seller or any affiliate thereof, in their personal or
corporate capacities; provided, however that Purchaser and
Escrow Holder do not waive the right to proceed against the
partners of Seller to the extent (and only to the extent)
that Sale Proceeds are actually distributed to such
partners.

E. The agreements of Purchaser contained herein shall only be
enforceable against the property of Purchaser (including the
Earnest Money) for the payment of any claims hereunder. By
executing this instrument, (i) Seller and Escrow Holder
agree to look solely to the property of Purchaser (including
the Earnest Money) for the enforcement of their rights
hereunder, and (ii) Seller and Escrow Holder hereby waive
any claim or any right to proceed for the enforcement of
their respective rights hereunder against any officers,
directors or shareholders of Purchaser.

SELLER:

DMC-SILVERMINE APARTMENTS LIMITED, a
Texas limited partnership

By Dinerstein Interests, 1981,
Partnership, a Texas general
partnership, its sole general
partner

By _________________________
Jack Dinerstein
general partner

PURCHASER:

TGM Realty Corp. #3,
Accepted this day of a Delaware corporation
October, 1994.
By:
American Title Its
Company

By:
Name:
Title:

EXHIBIT D

Special Warranty Deed

Prepared by:

Dustin E. Neumark, Esq.
Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, Illinois 60606

SPECIAL WARRANTY DEED

STATE OF TEXAS )
) SS
COUNTY OF VICTORIA )

THIS SPECIAL WARRANTY DEED, made this 29th day of November, 1994,
by DMC-Silvermine Apartments Limited, a Texas limited partnership ("Grantor"),
having an address of 6363 Woodway, Houston, Texas 77057, in favor of TGM
Silvermine Inc., a Delaware corporation having an address c/o TGM Associates
L.P., 650 Fifth Avenue, New York, New York 10019 ("Grantee").

WITNESSETH, that Grantor, for and in consideration of the sum of
Ten Dollars ($10.00) in hand paid and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, by these
presents does GRANT, SELL and CONVEY unto Grantee, its successors and assigns
the following described real property:

Being that certain tract of land located in Victoria County, Texas
and being more particularly described on Exhibit A attached hereto and made a
part hereof, together with all improvements, buildings, or fixtures situated
or located thereon, and all appurtenant rights, privileges or easements
belonging or in any way relating thereto, including but not limited to, all
interest, if any, of Grantor in any land lying in or under the bed of any
highway, avenue, street, road, alley, easement or right-of-way, open or
proposed, in, on, across, abutting or adjacent to the property described on
Exhibit A hereto, together with all of Seller's right, title and interest to
any strips and gores within or bounding the property described on Exhibit A
attached hereto (all of said property and interest being collectively referred
to herein as the "Property");

Subject only to those items listed on Exhibit B attached hereto
and made a part hereof.

TO HAVE AND TO HOLD the Property, together with any and all the
rights and appurtenances thereto in anywise belonging to Grantor, unto
Grantee, its successors and assigns FOREVER. Grantor, for itself and its
successors, does covenant, promise and agree, to and with Grantee that Grantor
has not done or suffered to be done, anything whereby the Property hereby
granted is, or may be, in any manner encumbered or charged, except as recited
herein or in Exhibit B hereto. Grantor does hereby warrant and agree to
defend title to the Property against the lawful claims of all persons claiming
by, through or under Grantor, but not otherwise, subject to the matters
described in Exhibit B hereto.

The agreements of Grantor contained herein shall only be
enforceable (subject to the limitation set forth above) against the property
of Grantor for the payment of any claims hereunder, including the
consideration received by Grantor hereunder ("Consideration"). By accepting
this instrument, (i) Grantee agrees to look solely to the property of Grantor,
including the Consideration, for the enforcement of its rights hereunder, and
(ii) Grantee hereby waives any claim or any right to proceed for the
enforcement of any of Grantee's rights hereunder against any of the partners
of Grantor or any affiliate thereof in their personal or corporate capacities;
provided, however, that Grantee does not waive the right to proceed against
the partners of Grantor (subject to the limitation set forth above) to the
extent (and only to the extent) that Consideration is actually distributed to
such partners.

IN WITNESS WHEREOF, Grantor has caused its name to be signed to
these presents the day and year first above written.

DMC-SILVERMINE APARTMENTS LIMITED, a Texas limited partnership

By Dinerstein Interests, 1981, Partnership, a Texas general
partnership, its sole general partner

By _________________________
Jack Dinerstein
general partner

After recording this
document should be
returned to:

Alan Linder, Esq.
Bachner, Tally, Polevoy
& Misher
380 Madison Avenue
New York, New York 10017-2570

STATE OF TEXAS )
)SS.
COUNTY OF HARRIS )

I, ____________________, a Notary Public in and for said county,
in ths state aforesaid, do hereby certify that Jack Dinerstein, general
partner of Dinerstein Interests, 1981, Partnership, a Texas general
partnership and general partner of DMC-Silvermine Apartments Limited, a Texas
limited partnership, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in
person and acknowledged that he signed and delivered the said instrument as
such general partner of said general partnership as the free and voluntary act
of said partnership, for the uses and purposes as therein set forth.

Given under my hand and Notorial Seal this 29th day of November,
1994.

__________________________________
Notary Public

My Commission Expires:
___________

EXHIBIT A

LEGAL DESCRIPTION

EXHIBIT B

PERMITTED EXCEPTIONS TO TITLE

1. Any titles or rights asserted by anyone, including, but not
limited to, persons, the public, corporations, governments or
other entities,

a. to tidelands, or lands comprising the shores or beds of navigable
or perennial rivers and streams, lakes, bays, gulls or oceans, or

b. to lands beyond the line of the harbor or bulkhead lines as
established or changed by any government, or

c. to filled-in lands, or artificial islands, or

d. to statutory water rights, including riparian rights, or

e. to the area extending from the line of mean low tide to the line of
vegetation, or the rights of access to that area or easement along
and across the area.

2. Standby fees, taxes and assessments by any taxing authority for the year
1994, and subsequent years, and subsequent taxes and assessments by any
taxing authority for prior years due to change in land usage or
ownership.

3. Mineral Conveyance as provided by instrument dated February 23, 1949 and
recorded in Volume 243, page 263 of the Deed Records of Victoria County,
Texas ("Deed Records").

4. An undivided one-half interest in all oil, gas and other minerals
reserved by instrument dated December 19, 1980 and recorded in Volume
1092, page 723 of the Deed Records.

5. Reservation of a private storm sewer easement as set forth in instrument
dated December 22, 1980 and recorded in Volume 1092, page 733 of the
Deed Records.

6. Easement and/or Right-of-Way as set forth in instrument dated June 5,
1981 and recorded in Volume 1116, page 800 of the Deed Records.

7. Contract, Easement and Use Restriction dated December 30, 1980 and
recorded in Volume 1096, page 681 of the Deed Records.

8. Rights of tenants in possession under existing leases, as tenants only.

9. Leasehold rights in accordance with Memorandum of Lease dated May 7,
1981 and recorded in Volume 1112, page 541 of the Deed Records and Short
Form Lease dated November 15, 1990 and recorded in Volume 1582, page 210
of the Deed Records.

EXHIBIT E

Surveyor's Certificate

EXHIBIT E

SURVEYOR'S CERTIFICATE

I, _________________________, being a Registered Professional Land
Surveyor of the State of Texas, No. , certify to TGM Realty Corp.
#3, American Title Company and Chicago Title Insurance Company relying upon
the accuracy of this survey or plat as follows:

1. This map or plat and the survey on which it is based were made in
accordance with the "Minimum Standard Detail requirements for ALTA/ACSM Land
Title Surveys," jointly established and adopted by the American Land Title
Association and the American Congress on Surveying and Mapping in 1988 and the
current Texas Surveyor's Association Standards and Specifications for a
Category 1A, Condition II Survey.

2. The survey was made on the ground on _______________, 1994 and
correctly shows the area of the subject property, the location and type of all
buildings, structures and other improvements situated on the subject property,
and other matters situated on the subject property.

3. Except as shown on the survey, there are no visible easements or
rights-of-way of record according to the title insurance commitment dated
______________, 1994, issued by Chicago Title Insurance Company.
(______________)

4. Except as shown on the survey, there are no observable, above ground
encroachments (a) by the improvements on the subject property upon adjoining
properties, streets or alleys, or (b) by the improvements on adjoining
properties, streets or alleys upon the subject property.

5. The location of each easement, right-of-way, servitude and other
matter affecting the subject property and listed in the title insurance
commitment dated ______________, 1994, issued by Chicago Title Insurance
Company with respect to the subject property, has been shown on the survey,
together with appropriate recording references, to the extent that such
matters can be located. The property shown on the survey is the property
described in that title commitment. The location of all improvements on the
subject property is in accord with minimum setback provisions and restrictions
of record referenced in such title commitment.

6. The subject property has access to and from a duly dedicated and
accepted public street or highway.

7. The subject property does not serve any adjoining property for
drainage, utilities or ingress or egress.

8. The record description of the subject property forms a
mathematically closed figure.

9. No portion of the property shown on the survey lies within a Special
Hazard Area, as described on the Federal Insurance Rate Map for the community
in which the subject property is located.

The parties listed above are entitled to rely on the survey and this
certificate as being true and accurate.

________________________________

By
Registered Professional Land Surveyor
State of Texas No. ___________

EXHIBIT F

Post-Closing Adjustment Letter

November 29, 1994

TGM Silvermine Inc.
c/o TGM Associates L.P.
650 Fifth Avenue
New York, NY 10019

Re: Silvermine Apartments
Victoria, Texas (the "Premises")

Gentlemen:

Reference is made to that certain Agreement for Purchase and Sale
of Real Estate and Related Property, dated as of October 13, 1994, by and
between TGM Realty Corp. #3 and the undersigned ("Agreement"). In connection
with the closing adjustments made pursuant to the transfer of title of the
Premises by the undersigned to you, a copy of which closing adjustments is
annexed hereto, it is hereby agreed that if any arithmetic calculations shall
prove to be erroneous, or any adjustment shall be omitted, same shall be
adjusted between you and the undersigned after the closing. Any such
adjustment shall be paid promptly after same is ascertained. The obligation
to correct any erroneous adjustment or to make any additional adjustment in
accordance with the above shall survive the Closing. Notwithstanding the
foregoing, such closing adjustments made at Closing shall be deemed final and
not subject to further post-closing adjustment, except for reproration of real
estate taxes as provided in Section 9.B.2 of the Agreement, if no such
adjustment is requested within ninety (90) days after the date of closing.

This letter agreement may be executed in any number of counterparts,
which together shall constitute one instrument; provided that this letter
agreement shall not be effective unless and until executed by each of the
parties hereto.

Very truly yours,

DMC-SILVERMINE APARTMENTS LIMITED, a
Texas limited partnership

By Dinerstein Interests, 1981,
Partnership, a Texas general
partnership, its sole general
partner

By _________________________
Jack Dinerstein
general partner

AGREED TO:

TGM Silvermine Inc.,
a Delaware corporation

By:___________________________
Its
EXHIBIT G

Bill of Sale

BILL OF SALE

DMC-Silvermine Apartments Limited, a Texas limited partnership
("Seller"), in consideration of ten dollars ($10.00) and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby sell, assign, convey, transfer and set over to TGM Silvermine
Inc., a Delaware corporation ("Purchaser"), all tangible personal property
owned by and in the possession of Seller and used solely in connection with
the operation and ownership of that certain tract of real estate located in
Victoria, Texas, legally described in Exhibit A attached hereto and made a
part hereof ("Premises"), or within the improvements situated on said tract of
real estate (such real estate along with the improvements thereon commonly
known as Silvermine Apartments, are collectively called the "Property"),
including, but not limited to, all fixtures, attachments, appliances,
machinery, apparatus and equipment described in Exhibit B attached hereto and
made a part hereof, together with all raw materials, work and materials in
process, stock in trade, inventory and other equipment and other tangible
personal property owned by Seller, attached or appurtenant to, or used in
connection with the occupancy of the Premises, it being understood that the
enumeration of any specific articles of property shall in nowise result in the
exclusion of or be held to exclude any items of property not specifically
mentioned (collectively, the "Personal Property"). The Personal Property
specifically excludes any computers owed by Seller.

Seller hereby represents and warrants to Purchaser that Seller is
the owner of the Personal Property, that the Personal Property is free and
clear of all liens, charges and encumbrances created by Seller, and that
Seller has full right, power and authority to sell the Personal Property and
to make this Bill of Sale.

Seller, for itself and its successors, agrees that it shall warrant
and defend the title to the Personal Property against the lawful claims of all
persons and entities whomsoever claiming against the right, title and interest
of Purchaser in the Personal Property, or any part thereof, by, through or
under Seller, but not otherwise. All warranties of quality, fitness and
merchantability are hereby excluded.

All representations and warranties of Seller contained herein shall
be subject to all of the limitations, terms, provisions and conditions that
are contained in Section 8.G of that certain Agreement For Purchase and Sale
of Real Estate and Related Property dated as of October 13, 1994 ("Agreement")
between Seller and TGM Realty Corp. #3 ("Agreement Limitations").

The agreements of Seller contained herein shall only be
enforceable (subject to the Agreement Limitations) against the property of
Seller for the payment of any claims hereunder, including the proceeds of the
sale resulting from the Agreement ("Sale Proceeds"). By accepting this
instrument, (i) Purchaser agrees to look solely to the property of Seller
(subject to the Agreement Limitations) for the enforcement of its rights
hereunder (including the Sale Proceeds), and (ii) Purchaser hereby waives any
claim or any right to proceed for the enforcement of any of Purchaser's rights
hereunder against any of the partners of Seller or any affiliate thereof in
their personal or corporate capacities; provided, however, that Purchaser does
not waive the right to proceed against the partners of Seller (subject to the
Agreement Limitations) to the extent (and only to the extent) that Sale
Proceeds are actually distributed to such partners.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be
executed and delivered this 29th day of November, 1994.

SELLER:

DMC-SILVERMINE APARTMENTS LIMITED, a Texas
limited partnership

By Dinerstein Interests, 1981,
Partnership, a Texas general partnership,
its sole general partner

By _________________________
Jack Dinerstein
general partner

<PAGE>
STATE OF TEXAS )
) SS.
COUNTY OF HARRIS )

I, ____________________, a Notary Public in and for said county, in ths
state aforesaid, do hereby certify that Jack Dinerstein, general partner of
Dinerstein Interests, 1981, Partnership, a Texas general partnership and
general partner of DMC-Silvermine Apartments Limited, a Texas limited
partnership, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that he signed and delivered the said instrument as such
general partner of said general partnership as the free and voluntary act of
said partnership, for the uses and purposes as therein set forth.

Given under my hand and Notorial Seal this 29th day of November, 1994.

__________________________________
Notary Public

My Commission Expires: ___________

EXHIBIT A

LEGAL DESCRIPTION

EXHIBIT B

DESCRIPTION OF PERSONAL PROPERTY

EXHIBIT H

Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment"), dated
as of November 29, 1994 by and between DMC-Silvermine Apartments Limited, a
Texas limited partnership ("Assignor"), and TGM Silvermine Inc., a Delaware
corporation ("Assignee").

W I T N E S S E T H:

WHEREAS, Assignor or Assignor's predecessors in title have
heretofore entered into (i) certain leases with tenants identified in Exhibit
B attached hereto and made a part hereof (all of the said leases are sometimes
collectively referred to herein as the "Leases") covering space located in the
apartment complex known as Silvermine Apartments, and (ii) certain service
contracts identified on Exhibit C attached hereto and made a part hereof
relating to Silvermine Apartments (all of said service contracts are sometimes
collectively referred to herein as the "Service Contracts"), located on
certain real property situated in Victoria, Texas being more particularly
described on Exhibit A which is attached hereto and made a part hereof
("Property");

WHEREAS, on the date hereof Assignee is acquiring various real and
personal property constituting or situated on the Property, and Assignee
desires to purchase from Assignor, and Assignor desires to sell and assign to
Assignee, all of Assignor's right, title and interest in (i) the Leases,
together with Seller's interest in all other leases with tenants covering
space located at Silvermine Apartments whether or not identified on Exhibit B
hereto, (ii) the Service Contracts, (iii) all architectural plans, drawings,
land plans, master plans, surveys and specifications for the Property in the
possession of Assignor ("Plans"), (iv) all licenses, warranties and permits
pertaining to the Property currently in effect and in the possession of
Assignor ("Permits and Warranties"), (v) the right, if any, to use the name
"Silvermine Apartments" ("Name Right"), and (vi) copies of any existing books,
records (including current business records), documents and intangible
property (other than accounts, accounts receivable and computer programs)
desired by Assignee pertaining to the operation, maintenance, repair and
leasing of the Property in Assignor's possession and located at the Property
(collectively, the "Miscellaneous Intangible Property").

NOW, THEREFORE, for and in consideration of the purchase and sale
of the Property, the agreements and covenants herein set forth, and other good
and valuable consideration on this day paid and delivered by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
confessed by Assignor, Assignor does hereby GRANT CONVEY and ASSIGN unto
Assignee, all of Assignor's right, title and interest in and to the Leases,
the Service Contracts, the Plans, the Permits and Warranties, the Name Right
and the Miscellaneous Intangible Property.

1. It is specifically agreed that Assignor shall not be
responsible to (i) the lessees under the Leases, or (ii) the other parties
under the Service Contracts, for the discharge and performance of any and all
duties and obligations to be performed and/or discharged by Assignor
thereunder after the date hereof. By accepting this Assignment and by its
execution hereof, Assignee hereby assumes and agrees to perform all of the
terms, covenants and conditions of the Leases and Service Contracts on the
part of Assignor therein required to be performed, from and after the date
hereof, but not prior thereto, including but not limited to the obligation to
repay in accordance with the terms of the Leases to the lessees thereunder any
and all security and prepaid rental deposits and all interest thereon, but
only to the extent Assignee has received a credit thereof to the Purchase
Price (as defined in the Agreement) from Assignor. Assignee covenants and
agrees to indemnify, protect, defend and hold harmless Assignor from and
against any and all claims, actions, losses, costs and expenses (including
reasonable attorneys' fees and costs) incurred by Assignor existing in favor
of or asserted by (i) the lessees under the Leases, or (ii) the other parties
under the Service Contracts, arising out of or relating to Assignee's failure
to perform any of the obligations of Assignor under any of the Leases or
Service Contracts after the date hereof, but Assignee shall have no obligation
to assume the performance of (a) any service contracts not set forth on
Exhibit C hereto, or (b) any obligation of Assignor to pay for tenant
improvement work, cash work allowances, or leasing commissions pursuant to any
new Lease (and/or any extensions, modifications, renewals, or options
exercised thereunder), except as provided pursuant to Section 3.B of the
Agreement.

2. Subject to the limitations provided hereinbelow and in
Section 8.G of that certain Agreement for Purchase and Sale of Real Estate and
Related Property ("Agreement") dated as of October 13, 1994 between Assignor
and TGM Realty Corp. #3 ("Agreement Limitations"), Assignor hereby agrees to
indemnify, protect, defend and hold harmless Assignee from and against any
claims, actions, losses, costs and expenses (including reasonable attorneys'
fees and costs) incurred by Assignee as a result of claims or causes of action
being brought against Assignee, (i) with respect to leasing commissions
pursuant to all Leases (and/or any extensions, modifications, renewals
thereto, or options exercised thereunder prior to the date hereof) except as
otherwise set forth in Section 3.B of the Agreement, (ii) as Assignor's
successor in interest to the Leases relating to causes of action accruing
prior to the date hereof arising from a breach of the Leases and the
obligations of the lessor thereunder (including but not limited to the
obligation to pay for tenant improvement work and cash work allowances, except
as otherwise set forth in Section 3.B of the Agreement), and, including,
without limiting the generality of this clause (ii), the obligation of
Assignor to pay all security deposits to lessees under the Leases which are
due and owing, except those as to which (x) Assignee has received a credit
against the Purchase Price (but only to the extent of such credit), and/or
(y) Assignor has previously applied, provided such application does not
violate the terms of Section 3.H of the Agreement, (iii) as Assignor's
successor in interest to the Service Contracts, relating to causes of action
accruing specifically and solely prior to the date hereof, and (iv) as
Assignor's successor in interest to all service contracts not set forth on
Exhibit C annexed hereto.

3. All of the covenants, terms and conditions set forth herein
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, executors, legal representatives, successors and
assigns.

4. This Assignment may be executed in any number of
counterparts, which together shall constitute one instrument; provided that
this Assignment shall not be effective unless and until executed by each of
the parties hereto.

5. The agreements of Assignor contained herein shall only be
enforceable (subject to the Agreement Limitations) against the property of
Assignor, including the proceeds of the sale of the Property as set forth in
the Agreement ("Sale Proceeds") for the payment of any claims hereunder. By
executing this instrument, (i) Assignee agrees to look solely to the property
of Assignor (subject to the Agreement Limitations), including the Sale
Proceeds, for the enforcement of its rights hereunder, and (ii) Assignee
hereby waives any claim or any right to proceed for the enforcement of any of
Assignee's rights hereunder against any of the partners of Assignor or any
affiliate thereof, in their personal or corporate capacities; provided,
however, that Assignee does not waive the right to proceed against the
partners of Assignor (subject to the Agreement Limitations) to the extent (and
only to the extent) that Sale Proceeds are actually distributed to such
partners.

IN WITNESS WHEREOF, Assignor and Assignee have caused this
Assignment and Assumption Agreement to be executed effective as of the date
first set forth above.

ASSIGNOR:

DMC-SILVERMINE APARTMENTS LIMITED, a Texas
limited partnership

By Dinerstein Interests, 1981,
Partnership, a Texas general partnership,
its sole general partner

By _________________________
Jack Dinerstein
general partner

ASSIGNEE:

TGM SILVERMINE INC., a Delaware
corporation

By:
Its
EXHIBIT A

LEGAL DESCRIPTION
EXHIBIT B

LIST OF LEASES
EXHIBIT C

LIST OF SERVICE CONTRACTS

Contracting Party Date of Contract Purpose of Contract

Kwik Wash Laundries, November 5, 1990 Coin Operated Laundry
Inc. Equipment

Pac Tel Paging July 10, 1991 Pagers

Waste Management of July 10, 1991 Trash Removal
Southeast Texas

CSC Credit Services, August 25, 1993 Credit Reports
Inc.

CSC Credit Services, July 31, 1992 Lease of Credit Bureau
Inc. Terminal

Minolta Corporation September 24, 1993 Copier

Southwestern Bell October 13, 1993 Yellow Pages Advertising
Yellow Pages, Inc.

Wilson's Professional January 15, 1993 Landscaping
Lawn Service, Inc.

National Bugmobiles, February 1, 1989 Pest Control
Inc.

Corridor Pest Control October 11, 1990 Termite Contract

AT&T Information April 11, 1989 Phone Equipment Lease
Systems, Inc.

EXHIBIT I

Tenant Notification Letter

EXHIBIT I

[Letterhead of Seller]

[Date]
CERTIFIED MAIL/RETURN RECEIPT
REQUESTED AND BY HAND

_____________________________
_____________________________
_____________________________

[Tenant]

Re: Acquisition of Silvermine Apartments
Victoria, Texas (the "Property")

Dear ______________________:

We are pleased to announce that TGM Silvermine Inc. ("TGM") has today
acquired the Property from DMC-Silvermine Apartments Limited. TGM's address
is: c/o TGM Associates L.P., 650 Fifth Avenue, New York, New York 10019.

Your security deposit (including any pet deposit) in the amount of
$ paid in accordance with your lease at the Property ("Lease") has
been transferred to TGM.

From this day forward, all checks payable to the landlord under your
Lease should be made payable to "Silvermine Apartments" at the on-site
manager's office.

Should you have any questions concerning the acquisition of the
Property by TGM, please call Steven Macy at (212) 830-9300.

This notice is being given to you in accordance with Section 92.105 of
the Texas Code.

Very truly yours,

DMC-SILVERMINE APARTMENTS
LIMITED, a Texas limited
partnership

By Dinerstein Interests, 1981, Partnership, a
Texas general partnership, its sole general partner

By ________________
Jack Dinerstein
general partner

Consented to:

TGM Silvermine Inc.

By:
Its:
EXHIBIT J

FIRPTA

NON-FOREIGN AFFIDAVIT

Section 1445 of the Internal Revenue Code provides that the transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform the transferee that withholding of tax is not
required upon the disposition of a U.S. real property interest by
DMC-Silvermine Apartments Limited, a Texas limited partnership
("Seller"), Seller hereby certifies the following: (1) Seller is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax
Regulations); (2) the U.S. employer identification number for Seller is
36-3112873; (3) the office address for Seller is 6363 Woodway, Houston,
Texas 77057; and (4) the Internal Revenue Service has not issued any notice
with respect to Seller or listed Seller as a person whose affidavit may not
be relied upon for purposes of Section 1445 of the Internal Revenue Code.

Seller understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment or both.

The undersigned declares that I have examined this certification, and,
to the best of my knowledge and belief, it is true, correct and complete, and
I further declare that I have authority to sign this document on behalf of
Seller.

The certifications contained herein shall only be enforceable against
the property of Seller. By its acceptance of this Affidavit, the transferee
hereby (i) agrees to look solely to the property of Seller, and (ii) waives
any claim or any right hereunder against any of the partners of Seller or any
affiliate thereof, in their personal or corporate capacities.

Dated: November 29, 1994

DMC-SILVERMINE APARTMENTS LIMITED, a Texas
limited partnership

By Dinerstein Interests, 1981, Partnership, a
Texas general partnership, its sole general
partner

By _________________________
Jack Dinerstein
general partner

March 23, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: Carlyle Real Estate Limited Partnership - X
Commission File No. 0-9726
Form 8K

Gentlemen:

Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8K dated March 23, 1995.

Thank you.

Very truly yours,

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

By: JMB Realty Corporation
Corporate General Partner

By: C. SCOTT NELSON
________________________________
C. Scott Nelson, Vice President
Accounting Officer

CSN:jo

Enclosures

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 1, 1994

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

Illinois 0-9726 36-3057941
------------------- -------------- --------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)

900 N. Michigan Avenue, Chicago, Illinois 60611-1575
-----------------------------------------------------
(Address of principal executive office)

Registrant's telephone number, including area code: (312) 915-1987
-------------------------------------------------------------------
FIRST INTERSTATE CENTER

SEATTLE, WASHINGTON
-------------------------

ITEM 5. OTHER EVENTS. On December 1, 1994, Carlyle Seattle, a joint venture
between Carlyle Real Estate Limited Partnership-X (the "Partnership") and an
affiliated partnership (Carlyle Real Estate Limited Partnership-XII ("Carlyle-
XII")) sponsored by the Corporate General Partner of the Partnership, sold
49.95% of its interest and entered into an option agreement concerning the
remaining 50.05% interest in the First Interstate joint venture to its
unaffiliated venture partner, 999 Third Avenue, Ltd., (the "Buyer").
Occupancy at the First Interstate Center was approximately 97% at the date of
sale.

In May 1994, Carlyle Seattle executed an agreement with the Buyer to sell
49.95% of its interest in First Interstate by December 1994, with an option
for the unaffiliated venture partner to purchase the remaining 50.05% interest
between one and two years after the initial sale closing subject to certain
conditions. Carlyle Seattle received at closing in December 1994 $20,000,000
cash (less non-refundable deposits received prior to the closing of
$1,000,000) for 49.95% of its interest in First Interstate, $5,000,000 cash
for the option of the Buyer to purchase the remaining 50.05% of Carlyle
Seattle's interest in the First Interstate joint venture and an additional
$15,000,000 cash in the form of a loan to Carlyle Seattle. The $15,000,000
loan to Carlyle Seattle (bearing interest at a rate of 9% per annum with
accrued interest and unpaid principal due on January 1, 1997) 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 exercise price would be satisfied by
applying the $5,000,000 option purchase price paid at the initial closing and
applying the balance of unpaid principal and accrued interest on the
$15,000,000 Carlyle Seattle loan. In connection with the sale, the First
Interstate Venture Agreement has been amended to state that no profits, income
or gain shall be allocable to Carlyle Seattle except to the extent that
Carlyle Seattle receives any 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%. In addition, the Venture
Agreement provides that any distributions to Carlyle Seattle are subordinate
to the Buyer's preferred return (as defined). The Partnership estimates that
it will recognize a gain on the sale of its share of the 49.95% interest in
the First Interstate joint venture of approximately $9,400,000 for financial
reporting purposes. Due to the structure of the transaction, the Partnership
recognized a gain on sale of its share of Carlyle Seattle's entire interest in
the First Interstate joint venture of approximately $22,300,000 for Federal
income tax purposes.

The terms of the Carlyle Seattle venture agreement generally provide that
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 Carlyle-
XII.

The Partnership Agreement provides that the General Partners shall
receive 15% of sale or refinancing proceeds (net after expenses and related
working capital) and the Limited Partners shall receive 85%. However, the
distributions to the General Partners are subject to the Limited Partners'
receipt of (i) an amount from sale or refinancing proceeds equal to the
Limited Partners' capital investment in the Partnership, and (ii) cumulative
cash distributions from net cash receipts (plus any cumulative distributions
of sale or refinancing proceeds in excess of the Limited Partners' capital
investment) equal to a 6% annual return on their average capital investment
(capital investment reduced by sale or refinancing proceeds previously
distributed) for each year beginning with the third fiscal quarter of 1981.
The Limited Partners have not yet received cash distributions equal to their
investment plus a 6% annual return on such investment. Therefore, no portion
of the proceeds of this sale will be distributed to the General Partners at
this time.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
10.1. 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.

10.2. 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 filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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: C. SCOTT NELSON
-----------------------------------
C. Scott Nelson, Vice President
Accounting Officer

Dated: March 23, 1995

AGREEMENT OF LIMITED PARTNERSHIP
OF
WRIGHT-CARLYLE SEATTLE LIMITED PARTNERSHIP

This Limited Partnership Agreement (the "Agreement") is made and
entered into as of the ____ day of November, 1994, by and among Wright
Runstad Properties L.P., a Delaware limited partnership ("WR Properties"
or the "General Partner") and Carlyle Seattle Associates, an Illinois
general partnership, ("Carlyle" or the "Limited Partner").

RECITALS

A. Carlyle and 999 Third Avenue, Ltd., a Washington limited
partnership, ("999 Third Avenue") previously formed Wright-Carlyle
Seattle, a Washington general partnership ("Wright-Carlyle General
Partnership") as evidenced by those certain Articles of Partnership of
Wright-Carlyle Seattle dated as of March 10, 1982, as amended by that
certain letter agreement captioned "Letter Re Refinancing", dated as of
June 21, 1985, as further amended by that certain letter agreement
captioned "Letter Re Construction Related Excess), dated as of December
31, 1988 (the "Wright-Carlyle General Partnership Agreement").

B. Immediately prior to the execution of this Agreement, (i) the
partners in 999 Third Avenue will contribute their partnership interests
in 999 Third Avenue or 999 Third Avenue will contribute its entire
partnership interest in the Wright-Carlyle General Partnership to Wright
Runstad Holdings L.P. ("WR Holdings") in exchange for a partnership
interest in WR Holdings, and WR Holdings will then contribute the Wright-
Carlyle General Partnership interest to WR Properties in exchange for a
partnership interest in WR Properties, and (ii) Carlyle will sell 49.95%
of its partnership interest in the Wright-Carlyle General Partnership to
WR Properties. Carlyle has retained the remainder of its partnership
interest in the Wright-Carlyle General Partnership. Accordingly, the
partners in the Wright-Carlyle General Partnership at the time of the
execution of this Agreement will be WR Properties and Carlyle.

C. WR Properties and Carlyle desire to amend the Wright-Carlyle
General Partnership Agreement to cause the Wright-Carlyle General
Partnership to be converted from a general partnership into a limited
partnership.

Therefore, the parties hereto agree as follows:

1. Definitions. The following terms used in the Agreement shall
have the meaning specified below:

1.1 "Accrued Account Amount" means the excess of (1) the
Minimum Return for the period from March 10, 1982 through December 31,
1984 over (2) the aggregate amount of "Net Cash Receipts" for the period
prior to January 1, 1985 which were received by Carlyle prior to March
15, 1985 under Section 3.1(A)(1) of the Wright-Carlyle General
Partnership Agreement.

1.2 "Act" means the Washington Revised Uniform Limited
Partnership Act, as amended from time to time.

1.3 "Additional Capital Contributions" means the capital
contributions made to the Partnership by WR Properties pursuant to
Section 8 of this Agreement.

1.4 "Additional Capital Contribution Preferred Return"
means an amount equal to a twenty percent (20%) per annum cumulative,
annual compounding return on the amount of the WR Properties Adjusted
Additional Capital Contribution Amount to the Partnership, which return
shall commence on the date(s) that the Additional Capital Contributions
are made to the Partnership. In the case of a partial year, the amount
of the WR Properties' Additional Capital Contribution Preferred Return
shall be reduced proportionately.

1.5 "Adjusted Additional Capital Contribution Amount" means
the excess of the amount of the Additional Capital Contribution made to
the Partnership by the WR Properties pursuant to Section 8 over the sum
of prior distributions of Net Cash Receipts to the WR Properties pursuant
to Section 9.1A(2), distributions of Net Sale Proceeds to the WR
Properties pursuant to Section 9.2A(2) and distributions of Net Financing
Proceeds to WR Properties pursuant to Section 9.3A(2).

1.6 "Agreement" means this Agreement of the Wright-Carlyle
Seattle Limited Partnership, as it may be amended from time to time.

1.7 "Asset Value" means, for any asset of the Partnership,
such asset's adjusted basis for federal income tax purposes, except as
follows:

(a) The initial Asset Value of any asset contributed
by a Partner to the Partnership shall be the gross fair market value of
such asset, as agreed upon by a majority in interests of the Partners.
Notwithstanding the foregoing, for purposes of assigning Asset Values to
the initial Capital Contributions of the Partners set forth in Section
7.1, the General Partner shall assign an aggregate Asset Value to such
contributions based upon the values determined and utilized upon the
formation of WR Properties.

(b) The Partnership shall adjust the Asset Values of
all assets of the Partnership to equal their respective gross fair market
values at the following times as reasonably determined by the General
Partner in accordance with generally recognized appraisal procedures: (i)
the acquisition of an additional interest in the Partnership by any new
or existing Partner in exchange for more than a de minimis capital
contribution, (ii) the distribution to a Partner of more than a de
minimis amount of money or other property to a Partner in consideration
of all or part of such Partner's interest in the Partnership, or (iii)
the liquidation of the Partnership within the meaning of Treasury
Regulations Section 1,704-1(b)(2)(ii)(g); provided that the adjustments
in clauses (i) and (ii) above shall be made only if a majority in
interest of the Partners determine that such adjustments are necessary to
reflect the relative economic interests of the Partners in the
Partnership;

(c) If an asset of the Partnership is subject to
depreciation, amortization or cost recovery deductions allowable under
the Code, the Asset Value of such asset shall be reduced in each fiscal
year by an amount which bears the same ratio to the Asset Value of such
asset at the beginning of such fiscal year as the amount of the
depreciation, amortization or cost recovery deductions allowed under the
Code for such fiscal year bears to the adjusted basis of such asset for
federal income tax purposes as of the beginning of such fiscal year. If
the adjusted basis for federal income tax purposes of the asset is zero,
the depreciation, amortization or cost recovery deduction shall be
determined with reference to the beginning Asset Value using any
reasonable method selected by the General Partner.

1.8 "Capital Account" means the account maintained for each
Partner in accordance with Section 7.5. In the case of a transfer of an
interest, the transferee shall succeed to the Capital Account of the
transferor, or, in the case of a partial transfer, a proportionate share
thereof.

1.9 "Capital Contribution" means the total amount of money
and the fair market value of all property contributed to the Partnership
by each Partner pursuant to the terms of the Agreement. Any reference to
the capital contribution of a Partner shall include the capital
contribution made by a predecessor holder of the interest of such
Partner.

1.10 "Carlyle" means Carlyle Seattle Associates, an Illinois
general partnership, and its successors and assigns as a Partner hereof.

1.11 "Code" means the United States Internal Revenue Code of
1986, as amended. References to specific Code Sections or Treasury
Regulations shall be deemed to refer to such Code Sections or Treasury
Regulations as they may be amended from time to time or to any successor
Code Sections or Treasury Regulations if the Code Section or Treasury
Regulation referred to is repealed.

1.12 "Deemed Capital Account" means a Partner's Capital
Account, as calculated from time to time, adjusted by (i) adding thereto
the sum of (A) the amount of such Partner's Mandatory Obligation, if any,
and (B) each Partner's share of Minimum Gain (determined after any
decreases therein for such year) and (ii) subtracting therefrom
(A) allocations of losses and deductions which are reasonably expected to
be made as of the end of the taxable year to the Partners pursuant to
Code Section 704(e)(2), Code Section 706(d) and Treasury Regulation
Section 1.751-1(b)(2)(ii), and (B) distributions which at the end of the
taxable year are reasonably expected to be made to the Partner to the
extent that said distributions exceed offsetting increases to the
Partner's Capital Account (including allocations of the Qualified Income
Offset pursuant to Section 10.5 but excluding allocations of Minimum Gain
Chargeback pursuant to Section 10.4) that are reasonably expected to
occur during (or prior to) the taxable years in which such distributions
are reasonably expected to be made.

1.13 "Financing Proceeds" and "Sale Proceeds" are,
respectively, the proceeds from (1) any financing or refinancing of the
Property, and (2) any sale or disposition or taking (including, but not
limited to, the proceeds of any eminent domain proceeding) of the
Property. "Net Financing Proceeds" and "Net Sale Proceeds" are the
proceeds remaining from, respectively, the Financing Proceeds and Sale
Proceeds, after (a) the payment of (i) all costs and expenses (including
prepayment penalties) related thereto, and (ii) any capital expenditures
or other expenses for which such proceeds are used, (b) the satisfaction
of any debt being refinanced or discharged and any other debts or
liabilities of the Partnership for which the same is used, and (c) the
setting aside of any reserves therefrom deemed proper by the General
Partner in its sole discretion.

1.14 "Interest" or "Partnership Interest" means the
ownership interest of a Partner in the Partnership at any particular
time, including the right of such Partner to any and all benefits to
which such Partner may be entitled as provided in the Agreement and in
the Act, together with the obligations of such partner to comply with all
the terms and provisions of the Agreement and the Act.

1.15 "Mandatory Obligation" means the sum of (i) the amount
of a Partner's remaining contribution obligation (including the amount of
any Capital Account deficit such Partner is obligated to restore upon
liquidation) provided that such contribution must be made in all events
within ninety (90) days of liquidation of the Partner's interest as
determined under Treasury Regulation Section 1.704-1(b)(2)(ii)(g) and
(ii) such Partner's share of recourse debt of the Partnership.

1.16 "Minimum Gain" means the amount determined by
computing, with respect to each nonrecourse liability of the Partnership,
the amount of gain, if any, that would be realized by the Partnership if
it disposed of the Partnership property subject to such nonrecourse
liability in full satisfaction thereof in a taxable transaction, and then
by aggregating the amounts so determined. Such gain shall be determined
in accordance with Treasury Regulation Section 1.704-2(d). Each
Partner's share of Minimum Gain at the end of any taxable year of the
Partnership shall be determined in accordance with Treasury Regulation
Section 1.704-2(g)(l). Notwithstanding the foregoing, in the event the
Partnership incurs "partner nonrecourse debt" with respect to WR
Properties or a related person, appropriate adjustments shall be made to
conform to the requirements of the Treasury Regulations governing partner
nonrecourse debt. (Partner nonrecourse debt with respect to the Limited
Partner is prohibited hereunder by Section 8.3 below.)

1.17 "Minimum Return" for the applicable period means the
following:

(1) If the applicable period is prior to January 1, 1985,
the Minimum Return is an amount equal to 8% per annum of the contribution
or contributions made by Carlyle pursuant to Section 2.1A of the
Wright-Carlyle General Partnership Agreement (viz., the contributions in
the aggregate amount of $30,000,000) from the date or dates of such
contribution or contributions through the end of the applicable period.
For example, if the applicable period is the period from March 1, 1982
through December 31, 1984, the term of the Wright-Carlyle General
Partnership Agreement commences March 1, 1982, and the contributions made
by Carlyle under Section 2.1A of the Wright-Carlyle General Partnership
Agreement are $16,000,000 on March 1, 1982, $12,500,000 on
December 31, 1982, and $1,500,000 on January 4, 1983, then the Minimum
Return for such period is calculated as follows:

Relevant Period 8% Per Annum of
Date Amount (Between Contribution Contribution
of of and End of During Relevant
Contribution Contribution Applicable Period) Period
------------ ------------ ------------------ ---------------

03/01/82 $16,000,000 2 years, 306 days $3,633,096
12/31/82 $12,500,000 2 years, 1 day $2,002,740
01/04/83 $ 1,500,000 1 year, 362 days $ 239,014
----------
Minimum Return for 3/1/82 to 12/31/84 . . $5,874,850
----------

(2) If the applicable period is after December 31,
1984, the Minimum Return in an amount equal to (a) $2,400,000
per annum, plus (b) 8% per annum of the Accrued Account
Amount, from January 1, 1985 through the end of the
applicable period, reduced (but not below zero) by (c) 8% per
annum of all Net Financing Proceeds theretofore distributed
to Carlyle pursuant to Section 3.3B(1) of the Wright-Carlyle
General Partnership Agreement and to Carlyle and WR
Properties pursuant to Section 9.3A hereof, from the date or
dates of such distributions pursuant to said Section 3.3B(1)
of the Wright-Carlyle General Partnership Agreement or
Section 9.3A hereof to the end of the applicable period. For
example, if the applicable period is the period from January
1, 1985 through December 31, 1988, the Accrued Account Amount
equals $5,000,000, and the only distribution of Net Financing
Proceeds to Carlyle under Section 3.3B(1) of the
Wright-Carlyle General Partnership Agreement was in the
amount of $3,000,000 on January 1, 1987, then the Minimum
Return for such period is $10,960,000 calculated as follows:

$2,400,000 per annum
for 4 Years . . . . . . . . . . . . . .$ 9,600,000

8% per annum of Accrued Account
Amount ($5,000,000) for 4 Years . . . .$ 1,600,000

8% per annum of Section 3.3B(1) Distribution
($3,000,000) for 1 Year . . . . . . . .$ (240,000)

Minimum Return for 1/1/85 to 12/31/88 . .$10,960,000

1.18 "999 Third Avenue" means 999 Third Avenue,
Ltd., a Washington limited partnership, and its successors
and assigns as a partner hereof.

1.19 "Net Cash Receipts" means all cash funds
received by the Partnership (other than funds received as
capital contributions or loans or funds available upon the
dissolution of the Partnership) in excess of amounts required
for payment of all operating expenses and the repayment of
current liabilities of the Partnership and in excess of any
cash reserves which the General Partner, in its sole
discretion, deems to be necessary for the operation of the
business including, but not limited to, reserves for
contingent or unforeseen liabilities or obligations of the
Partnership.

1.20 "Net Income" or "Net Loss" means, for each
fiscal year, an amount equal to the Partnership's taxable
income or taxable loss under Section 703(a) of the Code
(including all items of income, gain, loss or deduction
required to be stated separately under Section 703(a)(1) of
the Code), with the following adjustments:

(a) the Partnership's income or gain exempt
from tax not otherwise taken into account in computing Net
Income or Net Loss;

(b) the Partnership's non-capitalized
expenditures described in Code Section 705(a)(2)(B) not
otherwise taken in account in computing Net Income or Net
Loss;

(c) amounts paid or incurred to organize the
Partnership or to promote the sale of Units to the extent
that an election under Code Section 709(b) has not been
properly made for such amounts and they are not otherwise
taken into account in computing Net Income or Net Loss;

(d) if the Partnership recognizes taxable
gain or loss from any disposition of any asset of the
Partnership, Net Income or Net Loss resulting from such
disposition shall be computed by reference to the Asset Value
of such asset, rather than by reference to the adjusted tax
basis of such asset; and

(e) deductions for depreciation, amortization
or cost recovery allowable with respect to an asset of the
Partnership under the Code shall not be taken into account in
determining Net Income or Net Loss but, in lieu thereof, an
amount shall be taken into account with respect to each asset
which bears the same ratio to the Asset Value of such asset
at the beginning of the fiscal year as the amount of the
depreciation, amortization or cost recovery deductions
allowable under the Code with respect to such asset for such
fiscal year bears to the adjusted tax basis of such asset at
the beginning of such fiscal year.

1.21 "Partnership" means the Limited Partnership
created and governed by the Agreement.

1.22 "Property" means the lessee's leasehold
interest in the land and all of the real and personal
property improvements comprising the 47 - story office
building located at 999 Third Avenue, Seattle, Washington and
known as "First Interstate Center," together with all rents,
income, receipts, revenues and profits arising out of any
leases, subleases or tenancies thereof.

2. Formation. The Partners hereby agree to convert
the Wright-Carlyle General Partnership to a limited
partnership and to operate as a limited partnership under the
terms and conditions set forth herein. Except as otherwise
provided herein, the rights and liabilities of the Partners
shall be governed by the Act.

3. Name. The name of the Partnership shall be
Wright-Carlyle Seattle Limited Partnership. The General
Partner may from time to time change the name of the
Partnership or adopt such trade or fictitious names as it may
determine to be appropriate.

4. Office: Agent for Service of Process. The
principal office of the Partnership shall be at 1191 Second
Avenue, Suite 2000, Seattle, Washington 98101. The
Partnership may maintain such other offices at such other
places as the General Partner may determine to be
appropriate. The agent for service of process for the
Partnership shall be FPS Corporate Services, Inc. at 1111
Third Avenue, Suite 3400, Seattle, Washington 98101 or such
other agent for service of process as designated by the
General Partner, provided that appropriate documents are
filed with the Secretary of State of Washington.

5. Purposes. The purpose of and the nature of the
business of the Partnership is restricted to owning,
maintaining, operating and selling the Property and to
engaging in all activities related thereto.

6. Term. The term of the Partnership shall commence
on the date of the filing of the Certificate of Limited
Partnership for the Partnership in the office of the
Washington Secretary of State, and shall continue until
December 31, 2030, unless sooner dissolved, wound up and
terminated in accordance with the provisions of this
Agreement and the Act.

7. Capital Contributions.

7.1 Capital Contributions. In connection with the
formation of the Partnership, the Partners shall contribute
their partnership interests in the Wright-Carlyle General
Partnership to the Partnership (immediately after the
transfers described in Recital B have taken place) in
exchange for Partnership Interests in the Partnership. Each
Partner shall be credited on the books of the Partnership
with a positive Capital Account balance equal to the net
value of such contributed partnership interests, established
in accordance with the liquidation priorities of the Wright-
Carlyle General Partnership, and applying the values
determined and utilized in the formation of WR Properties.

7.2 No Interest on Capital. No Partner shall be
entitled to receive interest on its Capital Contributions or
its Capital Account.

7.3 No Withdrawal of Capital. Except as otherwise
provided in this Agreement, no Partner shall have the right
to withdraw or demand a return of any or all of its capital.

7.4 Additional Capital.

(a) Except as otherwise provided for in Section 8
of this Agreement, WR Properties shall not be obligated to
make any additional capital contributions to the Partnership.

(b) The Limited Partner shall not be obligated to
make any additional capital contributions to the Partnership.

7.5 Capital Accounts.

(a) Establishment of Capital Accounts. The
Partnership shall establish and maintain a Capital Account
for each Partner in accordance with Treasury Regulations
issued under Code Section 704. The initial Capital Account
balance for each Partner shall be the amount of initial
Capital Contributions made by each Partner under Section 7.1
above. The Capital Account of each Partner shall be
increased to reflect (i) such Partner's cash contributions,
(ii) the Asset Value of property contributed by such Partner
(net of liabilities securing such contributed property that
the Partnership is considered to assume or take subject to
under Code Section 752), and (iii) such Partner's share of
Net Income (including all gain as calculated pursuant to
Section 1001 of the Code) of the Partnership. The Capital
Account of each Partner shall be reduced to reflect (a) the
amount of money and the fair market value of property
distributed to such Partner (net of liabilities securing such
distributed property that the Partner is considered to assume
or take subject to under Section 752), and (b) such Partner's
share of Net Loss.

(b) Adjustments.

(i) If the Asset Values of the Partnership's
assets are adjusted pursuant to Section 1.7(b), then the
Capital Accounts of all Partners shall also be adjusted as
though (a) there were a taxable disposition of the
Partnership's assets for their fair market value on the date
of such adjustment, (b) the resulting income, gain, loss or
deduction were allocated among the Partners in accordance
with the terms of this Agreement for allocating Net Income
and Net Loss (to the extent that such income, gain, loss or
deduction has not previously been reflected in the Capital
Accounts of the Partners) and (c) the Partners' distributive
share of depreciation, amortization and gain or loss with
respect to such asset were determined so as to take into
account the variation between the adjusted tax basis and the
fair market value of such assets in the same manner as such
variation is taken into account under Section 704(c) of the
Code.

(ii) If the Partnership distributes an asset
to a Partner in kind, and the fair market value of such asset
differs from its adjusted basis for federal income tax
purposes, the Capital Accounts of all Partners shall be
adjusted as though the Partnership had sold such asset for
its fair market value on the date of such distribution and
the resulting Net Income or Net Loss had been allocated to
the Partners in accordance with the terms of this Agreement
(to the extent such amounts had not previously been reflected
in the Partners' Capital Accounts).

(iii) If the Asset Value of the Property
differs from its adjusted basis for federal income tax
purposes, and Section 704(c) of the Code applies to such
Partnership Property, the Capital Accounts of the Partners
will be adjusted for allocations of depreciation or
amortization computed in accordance with Section 1.7(b) and
allocations of gain or loss computed in accordance with
Section 1.7(a) in the manner set forth in Treasury Regulation
Section 1.704-1(b)(2)(iv)(g).

7.6 Default. In the event any Partner shall fail
to contribute any cash or property when due hereunder, such
Partner shall remain liable therefore to the Partnership,
which may institute proceedings in any court of competent
jurisdiction in connection with which such Partner shall pay
the costs of such collection, including reasonable attorneys'
fees.

8. Financing and Additional Capital Contributions.

8.1 TIAA Loan. Immediately after the execution of
this Agreement, the Partnership is refinancing the existing
loan (the "Prudential Loan") secured by a first-lien mortgage
on the Property in favor of The Prudential Insurance Company
with a new loan (the "TIAA Loan") from Teachers Insurance and
Annuity Association ("TIAA"). The Partnership shall enter
into one or more mortgages encumbering the Property in
connection with the TIAA Loan, and the mortgage encumbering
the Property may secure the entire TIAA Loan. The TIAA Loan
will be in the original principal amount of approximately
$240,000,000 and will be secured by mortgages on several
other properties owned by affiliates of the General Partner.

8.2 Additional Capital Contribution. In
connection with TIAA Loan, the General Partner shall
contribute such funds as are necessary to pay in full the
Prudential Loan after applying to the Prudential Loan the
portion of the TIAA Loan allocated to the Property. The
Partnership shall pay the debt service on its allocable share
of the TIAA Loan, with the amount of such allocation to be
determined by the General Partner. The Limited Partner
hereby approves this refinancing, including the amount of
debt which may encumber the Property and the amount of debt
service which may be allocated to the Property. The General
Partner may also contribute such additional capital as may be
necessary for the Partnership to purchase the fee interest in
the land which has been leased to the Partnership and upon
which is situated the First Interstate Center. From and
after the date such purchase of the land by the Partnership
closes, all references to the Property shall include the fee
interest in such land.

8.3 Prohibition of Certain Nonrecourse Financing.
In no event shall the Partnership borrow on a nonrecourse
basis (within the meaning of Treasury Regulation Section
1.1001-2) pursuant to which the Limited Partner or person
related to the Limited Partner (within the meaning of
Treasury Regulation Section 1.752-4(b)) bears the economic
risk of loss (as defined under Treasury Regulation Section
1.752-2), whether because the Limited Partner or related
person is the creditor or a guarantor, or for any other
reason.

9. Distributions.

9.1 Distributions of Net Cash Receipts.
Distributions of Net Cash Receipts shall be made at such
times as the General Partner shall, in its sole discretion,
determine, provided that in no event shall distributions be
made to the Partners pursuant to Sections 9.1A(3), A(4) or
A(5) below unless both Partners consent to the making of such
distributions.

A. Net Cash Receipts for each calendar year or
portion of a calendar year occurring during the term hereof
shall be distributed as follows:

(1) First Level. 100% to WR Properties until
such time as the WR Properties has received distributions of
Net Cash Receipts pursuant to this Section 9.1A(1) in an
amount equal to its accrued, but unpaid, Additional Capital
Contribution Preferred Return;

(2) Second Level. 100% to WR Properties
until such time as the WR Properties has received
distributions of Net Cash Receipts pursuant to this
Section 9.1A(2) in an amount equal to its Adjusted Additional
Capital Contribution Amount;

(3) Third Level. 50.05% to Carlyle and
49.95% to WR Properties until such time as the Partners in
the aggregate have received distributions of Net Cash
Receipts in an amount equal to a sum which, when added to the
Net Cash Receipts theretofore (but after December 31, 1984)
received by Carlyle under Section 3.1A(1) of the
Wright-Carlyle General Partnership Agreement and Carlyle and
WR Properties pursuant to this Section 9.1A(3), equals the
Minimum Return from January 1, 1985 through the end of the
calendar year in which the current distribution is made.

(4) Fourth Level. WR Properties shall be
entitled to receive the balance, if any, of the Net Cash
Receipts, for each calendar year or portion of a calendar
year remaining after the distributions for such calendar year
under the First, Second and Third Levels above, until WR
Properties receives in such year under this Section 9.1A(4) a
non-cumulative amount equal to $400,000 per annum less the
sum of (a) an amount equal to 8% per annum of all Net
Financing Proceeds distributed to WR Properties pursuant to
Section 9.3C hereof and to 999 Third Avenue pursuant to
Section 3.3B(1) of the Wright-Carlyle General Partnership
Agreement prior to such calendar year, and (b) an amount
equal to 8% per annum of all Net Financing Proceeds
distributed to WR Properties pursuant to Section 9.3C hereof
during such calendar year calculated from the date or dates
of such distributions to the end of such calendar year.

(5) Fifth Level. The balance, if any, of the
Net Cash Receipts for each calendar year or portion of a
calendar year occurring during the term hereof remaining
after the distributions under the First, Second, Third and
Fourth Levels above, shall be distributed 74.975% to WR
Properties and 25.025% to Carlyle.

B. Distributions of Net Cash Receipts shall be
made in the order of the levels specified above, with the
entire amount payable under a level distributed before any
distribution is made under a lower level; provided, however,
that if the "Plan" for the particular calendar year delivered
pursuant to the Management Agreement and approved by the
Partners shows that there will be sufficient Net Cash
Receipts for such year for Carlyle and WR Properties to
receive the maximum amount that they can receive under
Section 9.1A(3) hereof and for WR Properties to receive an
amount under Sections 9.1A(1) and 9.1A(3) hereof, and the
actual Net Cash Receipts to the end of the particular
calendar month during such year are in accordance with such
Plan, and the Net Cash Receipts received by Carlyle and WR
Properties under Section 9.1A(3) hereof for the period from
the commencement of such year through the end of such
calendar month shall be equal to the "Proportionate Part" of
the maximum amount receivable under said Section 9.1A(3)
hereof, then there shall be distributed to WR Properties, out
of such Net Cash Receipts and prior to further distributions
of the same under any other subsection of Section 9.1A
hereof, an amount which does not exceed any undistributed
balance of the "Proportionate Part" of the Net Cash Receipts
which the Plan shows is to be received by WR Properties for
such year under Section 9.1A(4) hereof. However, any future
distributions of Net Cash Receipts to WR Properties shall be
reduced by the excess, if any, of the amount of Net Cash
Receipts for such year received by WR Properties by reason of
this subsection B over the Net Cash Receipts for such year to
which WR Properties is entitled according to the levels set
forth in subsection A above. "Proportionate Part" means a
fraction (1/12, 2/12, 3/12 . . . 11/12 or 12/12), the
numerator of which is the number of calendar months that have
elapsed in the particular calendar year to the end of the
particular calendar month, and the denominator of which is
12.

9.2 Distributions of Net Sale Proceeds.

A. Distributions of Net Sales Proceeds shall be
made at such times as the General Partner shall, in its sole
discretion determine. Except as provided in Section 17.4,
distributions of Net Sale Proceeds shall be made in the
following order of priority:

(1) First, 100% to WR Properties until such
time as the WR Properties has received distributions of Net
Sale Proceeds pursuant to this Section 9.2A(1) in an amount
equal to its accrued, but unpaid, Additional Capital
Contribution Preferred Return.

(2) Second, 100% to WR Properties until
such time as the WR Properties has received distributions of
Net Sale Proceeds pursuant to this Section 9.2A(2) in an
amount equal to its Adjusted Additional Capital Contribution
Amount.

(3) Third, in the event the distributions
theretofore made to Carlyle and WR Properties for any period
after December 31, 1984 pursuant to Section 9.1A(3) hereof
(and to Carlyle pursuant to Section 3.1(A)(1) of the
Wright-Carlyle General Partnership Agreement), plus the
amount of the prior distributions to Carlyle and WR
Properties of Net Sale Proceeds pursuant to this
Section 9.2A(3), (and to Carlyle pursuant to
subsection 3.2A(1) of the Wright-Carlyle General Partnership
Agreement) are less than an amount equal to the Minimum
Return from January 1, 1985 to the end of the calendar month
in which the current distribution of such Net Sale Proceeds
is made, then there shall first be distributed to Carlyle and
WR Properties out of such Net Sale Proceeds an amount equal
to such deficiency.

(4) The balance of the Net Sale Proceeds
remaining after the distributions pursuant to Sections
9.2A(1), 9.2A(2) and 9.2A(3) above shall be distributed as follows:

(a) First Level. The balance shall be
distributed 50.05% to Carlyle and 49.95% to WR Properties
until Carlyle and WR Properties have received under this
Section 9.2A(4)(a) a sum which, when added to the aggregate
distributions theretofore or then made to Carlyle and WR
Properties under Section 9.3 hereof and to Carlyle under
Section 3.3 of the Wright-Carlyle General Partnership
Agreement or under this Section 9.2A(4)(a), amounts in the
aggregate to $39,000,000 plus the Accrued Account Amount.

(b) Second Level. The balance, if any,
of the Net Sale Proceeds remaining after the distributions
pursuant to Sections 9.2A(1), 9.2A(2), 9.2A(3) and 9.2A(4)(a)
above shall be distributed to WR Properties until WR
Properties has received under this Section 9.2A(4)(b) a sum
which, when added to the aggregate distributions theretofore
or then made to WR Properties under Section 9.3 hereof or
under this Section 9.2A(3)(b), amounts in the aggregate to
$5,000,000.

(c) Third Level. The balance, if any,
of the Net Sale Proceeds remaining after the distributions
pursuant to Sections 9.2A(1), 9.2A(2), 9.2A(3), 9.2A(4)(a)
and 9.2A(4)(b) above shall be distributed 74.975% to WR
Properties and 25.025% to Carlyle.

B. The cash portion of the purchase price of the
Property or any part thereof, together with all installments
and payments of cash of or against any deferred portion of
such purchase price, shall be distributed in accordance with
the levels provided above, with each person or entity
entitled to payment under a level receiving the entire amount
of such cash until the sum payable under such level has been
discharged in cash.

9.3 Distributions of Net Financing Proceeds. Net
Financing Proceeds shall be distributed as follows:

A. First Level. 100% to WR Properties until
such time as the WR Properties has received distributions of
Net Financing Proceeds pursuant to this Section 9.3A in an
amount equal to its accrued, but unpaid, Additional Capital
Contribution Preferred Return.

B. Second Level. 100% to WR Properties
until such time as the WR Properties has received
distributions of Net Financing Proceeds pursuant to this
Section 9.3B in an amount equal to its Adjusted Additional
Capital Contribution Amount.

C. Third Level. To WR Properties and
Carlyle until such time as WR Properties and Carlyle have
received an amount equal to the sum of $44,000,000 and the
Accrued Account Amount in accordance with the following
percentages: the percentage to be received by Carlyle shall
be determined by dividing (a) $19,519,500 plus the Accrued
Account Amount by (b) the sum of $44,000,000 and the Accrued
Account Amount; and the percentage to be received by WR
Properties shall be determined by dividing (x) $24,480,500 by
(y) the sum of $44,000,000 and the Accrued Account Amount.

D. Fourth Level. The balance, if any, of
such Net Financing Proceeds remaining after the distributions
under the First Level above shall be distributed 74.975% to
WR Properties and 25.025% to Carlyle.

10. Allocation of Net Income and Net Loss.

10.1 Allocation of Net Loss. The Partnership shall
allocate all Net Loss of the Partnership to WR Properties.

10.2 Allocation of Net Income. Except as otherwise
provided in this Section 10, the Partnership shall allocate
all Net Income among the Partners as follows:

(a) First, to WR Properties until a cumulative
amount of Net Income has been allocated pursuant to this
Section 10.2(a) equal to the cumulative amount of Net Loss
that has been allocated to WR Properties pursuant to Section
10.1;

(b) Second, to WR Properties until a cumulative
amount of Net Income has been allocated pursuant to this
Section 10.2(b) equal to the cumulative amount of the
Additional Capital Contribution Preferred Return which has
accrued from the date of this Agreement through the end of
the taxable year with respect to which such allocation is
made;

(c) Third, among the Partners in proportion to
their respective Unallocated Profit Distributions. Each
Partner's "Unallocated Profit Distributions" shall be equal
to the excess, if any, of the aggregate distributions
received by such Partner pursuant to Section 9.1, 9.2 and 9.3
over the sum of (i) such Partner's Capital Contributions
pursuant to Sections 7.1, 7.4 and 8.2, and (ii) the excess of
Net Income over Net Loss previously allocated to such Partner
pursuant to any provision of this Agreement (including
allocations made pursuant to Sections 10.3 through 10.5); and

(d) Thereafter, any remaining Net Income shall be
allocated among the Partners 74.975% to WR Properties and
25.025% to Carlyle, provided that, except as required by
Sections 10.3 through 10.5, in no event shall the Limited
Partner be allocated Net Income for any year pursuant to
Sections 10.2(c) and (d) in excess of the amount of Net Cash
Receipts distributed to the Limited Partner during such year.

10.3 Minimum Gain Chargeback. If there is a net
decrease in Minimum Gain during a taxable year of the
Partnership, then notwithstanding any other provision of this
Section 10 or Section 17.3, all Partners with deficit Deemed
Capital Account balances at the end of such year shall be
allocated the Minimum Gain Chargeback (as defined below) for
such year (and succeeding taxable years to the extent
necessary) in such amounts and proportions as is needed to
eliminate such deficits as quickly as possible. The Minimum
Gain Chargeback shall consist (i) first of gains recognized
from the disposition of such items of property, and (ii) then
a pro rata portion of the Partnership's other items of gross
income and gain for that year.

10.4 Qualified Income Offset. If at the end of any
taxable year and after operation of Section 10.3, any Partner
shall have a negative balance in its Deemed Capital Account,
then notwithstanding anything contained in this Section 10 or
Section 17.3, there shall be reallocated to each Partner with
a negative balance in its Deemed Capital Account (determined
after the allocation of income, gain or loss for such year)
each item of Partnership gross income (unreduced by any
deductions) and gain in proportion to such negative balances
until the Deemed Capital Account for each such Partner is
increased to zero.

10.5 Fractions Rule. Notwithstanding anything to
the contrary in this Agreement, all allocations under this
Agreement shall be made only to the extent that, and shall be
adjusted insofar as may be required so that, the
Partnership's allocations satisfy the requirements of Code
Section 514(c)(9)(E) (including Code section
514(c)(9)(E)(i)(II)), applicable Regulations promulgated
thereunder, and any other administrative guidelines or
pronouncements thereunder, taking into account all
circumstances, including, but not limited to, the admission
to WR Properties of Mellon Bank, N.A. as trustee for First
Plaza Group Trust.

10.6 Deficit Capital Accounts at Liquidation. No
Limited Partner shall have any obligation at any time to
restore a deficit balance in its Capital Account. If
following a liquidation of the General Partner's interest as
determined under Treasury Regulation Section 1.704-
1(b)(2)(ii)(g), the General Partner has a deficit balance in
its Capital Account after the allocation of Net Income and
Net Loss pursuant to Section 17.3 and all other adjustments
have been made to the General Partner's Capital Account with
respect to the Partnership's operations and liquidation, then
the General Partner shall make a cash capital contribution to
the Partnership, on or before the end of the Partnership
taxable year during which such liquidation occurs (or, if
later, within 90 days after the date of such liquidation), in
an amount equal to such deficit balance. The capital
contribution of the General Partner made pursuant to the
preceding sentence shall, upon liquidation of the
Partnership, be paid to creditors of the Partnership or
distributed to other Partners in accordance with their
positive Capital Account balances.

11. Partnership Expenses. The Partnership shall pay,
and the General Partner shall be reimbursed for, all costs
and expenses of the Partnership, which may include, but are
not limited to:

(a) All organizational expenses incurred in the
formation of the Partnership;

(b) All costs of personnel employed by the
Partnership;

(c) All costs reasonably related to the conduct of
the Partnership's day to day business affairs, including, but
without limitation, the cost of supplies, utilities, taxes,
license fees, and services contracted from third parties;

(d) All costs of borrowed money, taxes and
assessments on the Property, and other taxes applicable to
the Partnership;

(e) Legal, audit, accounting, brokerage and other
fees;

(f) Printing and other expenses and taxes incurred
in connection with the issuance, distribution, transfer,
registration and recording of documents evidencing ownership
of an interest in the Partnership or in connection with the
business of the Partnership;

(g) Fees and expenses paid to contractors,
mortgage bankers, brokers and services, leasing agents,
consultants, on site managers, real estate brokers, insurance
brokers and other agents, including affiliates of the General
Partner;

(h) Expenses in connection with the acquisition,
preparation, design, planning, construction, development,
disposition, replacement, alteration, repair, remodeling,
refurbishment, leasing, financing and refinancing and
operation of the Property (including the costs and expenses
of legal and accounting fees, insurance premiums, real estate
brokerage and leasing commissions and of maintenance of the
Property);

(i) The cost of insurance obtained in connection
with the business of the Partnership;

(j) Expenses of revising, amending, converting,
modifying or terminating the Partnership;

(k) Expenses in connection with distributions made
by the Partnership to, and communications and bookkeeping and
clerical work necessary in maintaining relations with the
Limited Partner;

(l) Expenses in connection with preparing and
mailing reports required to be furnished to the Limited
Partner for investment, tax reporting or other purposes which
the General Partner deems appropriate;

(m) Costs incurred in connection with any
litigation, including any examinations or audits by
regulatory agencies; and

(n) Costs of preparation and dissemination of
informational material and documentation relating to
potential sale, refinancing or other disposition of the
Property.

12. Powers, Rights and Obligations of General Partner.

12.1 General Authority and Powers of General
Partner. Except as provided in Section 12.7 and subject to
Section 20.6, the General Partner shall have the exclusive
right and power to manage, operate and control the
Partnership and to do all things and make all decisions
necessary or appropriate to carry on the business and affairs
of the Partnership. The authority of the General Partner
shall include, but shall not be limited to the following:

(a) To spend the capital and revenues of the
Partnership;

(b) To manage, sell, develop, improve, operate and
dispose of the Property;

(c) To employ persons, firms and/or corporations
for the operation and management of the Partnership's
business and for the operation and development of the
Property, including but not limited to sales agents,
management agents, architects, engineers, contractors,
attorneys and accountants;

(d) To acquire, lease and sell personal and/or
real property, including without limitation the purchase of
land described in Section 8 above, and to hire and fire
employees, and to do all other acts necessary, appropriate,
or helpful for the operation of the Partnership business;

(e) To execute, acknowledge and deliver any and
all instruments to effectuate any of the foregoing powers and
any other powers granted the General Partner under the laws
of the state of Washington or other provisions of this
Agreement;

(f) To enter into and to execute agreements for
employment or services, as well as any other agreements and
all other instruments the General Partner deems necessary or
appropriate to operate the Partnership's business and to
operate and dispose of the Property or to effectively and
properly perform its duties or exercise its powers hereunder;

(g) To borrow money on a secured or unsecured
basis from individuals, banks and other lending institutions
to refinance the Property, to meet other Partnership
obligations, provide Partnership working capital and for any
other Partnership purpose, and to execute promissory notes,
mortgages, deeds of trust and assignments of the Property,
and such other security instruments as a lender of funds may
require to secure repayment of such borrowings; provided,
that no individual, bank or other lending institution to
which the General Partner applies for a loan shall be
required to inquire as to the purpose for which such loan is
sought, and as between the Partnership and such individual,
bank or other lending institution it shall be conclusively
presumed that the proceeds of such loan are to be, and will
be, used for purposes authorized under the terms of this
Agreement, provided, however, that the General Partner shall
be required to obtain the consent of the Limited Partner for
any refinancing that does not meet the refinancing parameters
set forth in Exhibit F to the Letter Re Sale/Option and
Partnership Amendment Agreement dated as of May 15, 1994;

(h) To enter into such agreements and contracts
with parties and to give such receipts, releases and
discharges, with respect to the business of the Partnership
as the General Partner deems advisable or appropriate;

(i) To purchase, at the expense of the
Partnership, such liability and other insurance as the
General Partner, in its sole discretion, deems advisable to
protect the Partnership's Property and business; however, the
General Partner shall not be liable to the Partnership or the
Limited Partner for failure to purchase any insurance; and

(j) To sue and be sued, complain, defend, settle
and/or compromise, with respect to any claim in favor of or
against the Partnership, in the name and on behalf of the
Partnership.

12.2 Time Devoted to Partnership; Other Ventures.
The General Partner shall devote so much of its time to the
business of the Partnership as in its judgment the conduct of
the Partnership's business reasonably requires. The General
Partner may engage in business ventures and activities of any
nature and description independently or with others, whether
or not in competition with the business of the Partnership,
and shall have no obligation to disclose business
opportunities available to it, and neither the Partnership
nor the Limited Partner shall have any rights in and to such
independent ventures and activities or the income or profits
derived therefrom by reason of its acquisition of interests
in the Partnership.

12.3 Liability of General Partner to Limited
Partner and Partnership. In carrying out its duties and
exercising the powers hereunder, the General Partner shall
exercise reasonable skill, care and business judgment. The
General Partner shall not be liable to the Partnership or the
Limited Partner for any act or omission performed or omitted
by it in good faith pursuant to the authority granted to it
by this Agreement as a General Partner or Tax Matters Partner
unless such act or omission constitutes gross negligence or
willful misconduct by such General Partner.

12.4 Indemnification. The Partnership shall
indemnify and hold harmless the General Partner from any loss
or damage, including attorneys' fees actually and reasonably
incurred by it, by reason of any act or omission performed or
omitted by it on behalf of the Partnership or in furtherance
of the Partnership's interests or as Tax Matters Partner;
however, such indemnification or agreement to hold harmless
shall be recoverable only out of the assets of the
Partnership and not from the Limited Partners. The foregoing
indemnity shall extend only to acts or omissions performed or
omitted by the General Partner in good faith and in the
belief that the acts or omissions were in the Partnership's
interest or not opposed to the best interests of the
Partnership.

12.5 Fiduciary Responsibility. The General Partner
shall have a fiduciary responsibility for the safekeeping and
use of all funds and assets of the Partnership, and all such
funds and assets shall be used in accordance with the terms
of this Agreement. The General Partner shall not be
permitted to loan Partnership funds to itself or to any of
its affiliates.

12.6 Contracts with the General Partner.

(a) All Partners recognize that the
Partnership will enter into agreements from time to time with
the General Partner or its affiliates for services in
connection with development, construction, and operation of
the Property. In particular, the Partners acknowledge that
the Partnership shall continue to contract with Wright
Runstad Associates L.P., a Washington limited partnership,
for the management of the Property and shall enter into a
management agreement with Wright Runstad Associates L.P. upon
terms and conditions not more favorable to the manager than
the terms and conditions for management of major office
properties by such parties in the greater Seattle area.

(b) With respect to any other agreement
between the Partnership and the General Partner, or its
affiliates, the Partners hereby agree that:

(i) Such agreements shall provide for
normal and competitive fees to be paid by the Partnership,
representing reasonable profit and overhead allowances to the
contracting parties, and shall be subject to terms and
conditions not more favorable to the General Partner or its
affiliates than terms and conditions for similar agreements
with nonaffiliated parties;

(ii) Such agreements shall not require the
specific approval of the Limited Partner;

(iii) Such agreements may be amended from
time to time by change order or otherwise, as the General
Partner shall determine reasonable in the conduct of the
Partnership business, whether or not such agreements or any
prior amendments thereto have been approved by the Limited
Partner;

(iv) The duty of the General Partner to the
Partnership and to the Limited Partner with respect to the
negotiation, execution, delivery, administration, amendment
and termination of such agreements shall be to act in good
faith and in a commercially reasonable manner as established
by applicable usages of trade; and

(v) The foregoing provisions are
specifically included herein for the benefit of the
Partnership and all the Partners to enable the Partnership to
operate efficiently and expeditiously, consistent with the
standards set forth.

12.7 Restrictions on Certain Partnership Decisions.
The following Partnership decisions shall require the written
consent of the Limited Partner and the unanimous approval of
the board of directors of the manager of the general partner
of the General Partner:

(a) The dissolution and winding up of the
Partnership;
(b) The sale, exchange or other transfer
of all or substantially all the assets of the Partnership;

(d) The incurrence of any indebtedness or
other liabilities except for (i) indebtedness described in
Section 8 hereof, and (ii) other indebtedness or liabilities
incurred in connection with and relating to the ownership and
operation of the Property, provided that the Limited Partner
does not have any personal liability for such other
indebtedness or liabilities;

(e) The commencement by the Partnership of
a voluntary case under the federal bankruptcy laws or any
other applicable bankruptcy or insolvency laws, or the
application for or consent to the appointment of a receiver,
trustee, liquidator or custodian of the Partnership or the
Property;

(f) The settlement of any lawsuit or
claims that would impose any personal liability on Carlyle
Seattle Associates as a Limited Partner or in its previous
capacity as a general partner in the Wright-Carlyle General
Partnership;

(g) Take any action that would impose
personal liability on the Limited Partner; or

(f) A change in the purpose of or nature
of the business of the Partnership or the acquisition of any
additional real property, other than the acquisition by the
Partnership of a fee interest in the land which has been
leased to the Partnership and upon which is situated the
First Interstate Center.

13. Status of Limited Partner.

13.1 No Participation in Management. Except as
specifically provided in Section 12.7 herein, no Limited
Partner shall take part in the conduct or control of the
Partnership's business or the management of the Partnership,
or have any right or authority to act for or on the behalf
of, or otherwise bind, the Partnership.

13.2 Limitation of Liability. No Limited Partner
shall have, solely by virtue of his status as a Limited
Partner in the Partnership, any personal liability whatever,
whether to the Partnership, to any Partners or to the
creditors of the Partnership, for the debts or obligations of
the Partnership or any of its losses beyond the amount
committed by him to the capital of the Partnership.

13.3 Death or Incapacity of Limited Partner. The
death, legal incapacity, dissolution, termination, merger,
consolidation or bankruptcy of a Limited Partner shall not
cause a dissolution of the Partnership, but the rights of
such Limited Partner shall not cause a dissolution of the
Partnership, but the rights of such Limited Partner to share
in the Net Income and Net Loss of the Partnership, to receive
distributions from the Partnership and to assign an interest
in the Partnership pursuant to Section 15.3 hereof shall, on
the happening of such an event, devolve upon such Limited
Partner's executor, administrator, guardian, conservator, or
other legal representative or successor, as the case may be,
subject to the terms and conditions of this Agreement, and
the Partnership shall continue as a limited partnership.
However, in any such event such legal representative or
successor, or any assignee of such legal representative or
successor shall be admitted to the Partnership as a Limited
Partner only in accordance with and pursuant to all of the
terms and conditions of Section 15.4 hereof.

13.4 Recourse of Limited Partner. The Limited
Partner shall look solely to the assets of the Partnership
for all distributions with respect to the Partnership and his
Capital Contribution thereto and share of Net Income and Net
Loss thereof and shall have no recourse therefor, upon
dissolution or otherwise, against the General Partner.

13.5 No Right to Property. No Limited Partner,
regardless of the nature of his contributions to the capital
of the Partnership, shall have any right to demand or receive
any distribution from the Partnership in any form other than
cash, upon dissolution or otherwise.

14. Books and Records, Accounting, Reports and
Statements and Tax Matters.

14.1 Books and Records. The General Partner shall,
at the expense of the Partnership, keep and maintain, or
cause to be kept and maintained, the books and records of the
Partnership on the same method of accounting as utilized for
federal income tax purposes.

14.2 Annual Accounting Period. All books and
records of the Partnership shall be kept on the basis of an
annual accounting period ending December 31 of each year,
except for the final accounting period which shall end on the
date of termination of the Partnership. All references
herein to the "fiscal year of the Partnership" are to the
annual accounting period described in the preceding sentence,
whether the same shall consist of twelve months or less.

14.3 General Partner's Reports to Limited Partner.
The General Partner shall send at Partnership expense to the
Limited Partner the following:

(a) Within seventy-five (75) days after the
end of each fiscal year of the Partnership, such information
as shall be necessary for the preparation by such Partner of
his federal income tax return which shall include a
computation of the distributions to such Partner and the
allocation to such Partner of Net Income or Net Loss, as the
case may be; and

(b) Within one hundred twenty (120) days
after the end of each fiscal quarter of the Partnership, a
quarterly report, which shall include:

(i) A balance sheet;

(ii) A statement of income and expenses;

(iii) A statement of changes in Partners'
capital; and

(iv) A statement of the balances in the
Capital Accounts of the Partners.

14.4 Right to Examine Records. The Limited Partner
shall be entitled, upon written request directed to the
Partnership, to review the records of the Partnership at all
reasonable times and at the location where such records are
kept by the Partnership.

14.5 Tax Matters Partner. Should there be any
controversy with the Internal Revenue Service or any other
taxing authority involving the Partnership, the General
Partner may expend such funds as it deems necessary and
advisable in the interest of the Partnership to resolve such
controversy satisfactorily, including, without being limited
thereto, attorneys' and accounting fees. The General Partner
is hereby designated as the "Tax Matters Partner" as referred
to in Section 6231(a)(7)(A) of the Code, and is specially
authorized to exercise all of the rights and powers now or
hereafter granted to the Tax Matters Partner under the Code.
The Limited Partner shall continue to function as the tax
matters partner with respect to all taxable years of the
General Partnership.

Any cost incurred in the audit by any governmental
authority of the income tax returns of a Partner (as opposed
to the Partnership) shall not be a Partnership expense. The
General Partner agrees to consult with and keep the Limited
Partner advised with respect to any income tax audit of a
Partnership income tax return, and the Limited Partner shall
have the right to review and approve any compromise or
settlement concerning income tax audits, provided that such
approval shall not be unreasonably withheld.

14.6 Tax Returns. The General Partner shall, at
Partnership expense, cause the Partnership to prepare and
file a United States Partnership Return of Income and all
other tax returns required to be filed by the Partnership for
each fiscal year of the Partnership. The Limited Partner
shall have the right to review and approve such return, which
approval shall not be unreasonably withheld.

14.7 Tax Elections and Other Matters. The General
Partner shall be permitted in its discretion to determine
whether the Partnership should make an election pursuant to
Section 754 of the Code to adjust the basis of the assets of
the Partnership. Each of the Partners will, upon request,
supply any information necessary to properly give effect to
any such election. In addition, the General Partner, with
the consent of the Limited Partner (which consent shall not
be unreasonably withheld) shall be authorized to cause the
Partnership to make and revoke any other elections for
federal income tax purposes as it deems appropriate,
necessary, or advisable. The General Partner shall, in its
sole discretion, allocate Partnership liabilities (solely for
federal income tax purposes) in an manner that is consistent
with the Treasury Regulations and the economic interests of
the Partners.

15. Transfers of Limited Partnership Interests;
Withdrawal and Admission of Limited Partners.

15.1 General Prohibition. The Limited Partner may
not voluntarily or involuntarily, directly or indirectly,
sell, transfer, assign, pledge or otherwise dispose of, or
mortgage, pledge, hypothecate or otherwise encumber, or
permit or suffer any encumbrance of, all or any part of his
interest in the Partnership, except as provided in this
Section 15. Any other purported sale, transfer, assignment,
pledge or encumbrance shall be null and void and of no force
or effect whatsoever.

15.2 No Withdrawal of Limited Partner. No Limited
Partner shall have the right to withdraw from the Partnership
except as otherwise provided in this Agreement.

15.3 Transfers by Limited Partner.

(a) Subject to any restrictions on
transferability required by law or contained elsewhere in
this Agreement, the Limited Partner may transfer its entire
interest in the Partnership upon satisfaction of the
following conditions:

(i) The transfer shall be approved by the
unanimous affirmative vote of the board of directors of the
manager of the general partner of the General Partner;

(ii) The transferor and transferee shall
have executed and acknowledged such reasonable and customary
instruments as the General Partner may deem necessary or
desirable to effect such transfer; and

(iii) The transfer does not violate any
applicable law or governmental rule or regulation, including
without limitation any federal or state securities laws.

(b) At the time of a transfer of any Limited
Partner's interest, whether or not such transfer is made in
accordance with this Section 15.3, all the rights possessed
as a Limited Partner in connection with the transferred
interest, which rights otherwise would be held either by the
transferor or the transferee, shall terminate against the
Partnership unless the transferee is admitted to the
Partnership as a substitute Limited Partner pursuant to the
provisions of Section 15.4 hereof; provided, however, that if
the transfer is made in accordance with this Section 15.3,
such transferee shall be entitled to receive distributions to
which his transferor would otherwise be entitled from and
after the effective date of such transfer, which date shall
be specified by the General Partner and shall be no later
than the last day of the calendar month following the first
calendar month during which the General Partner has received
notice of the transfer and all conditions precedent to such
transfer provided for in this Agreement have been satisfied.
The Partnership and the General Partner shall be entitled to
treat the transferor as the recognized owner of such
interests until such effective date and shall incur no
liability for distributions made in good faith to the
transferor prior to the effective date.

(c) Notwithstanding any other provision of
this Agreement, the Limited Partner may not transfer its
interest in any case if such a transfer, when aggregated with
all other transfers within a twelve (12) month period, would
cause the termination of the Partnership as a partnership for
federal income tax purposes pursuant to Section 708 of the
Code, unless such transfer has been previously approved by
the General Partner.

15.4 Admission of Transferees as Limited Partners.

(a) No transferee of a Limited Partner shall
be admitted as a Limited Partner unless all of the following
conditions have been satisfied:

(i) The transfer complies with
Section 15.3;

(ii) The further written consent of the
General Partner (authorized by the unanimous affirmative vote
of the board of directors of the manager of the general
partner of the General Partner) to such transferee being
admitted as Limited Partner is first obtained, which consent
may be arbitrarily withheld;

(iii) The prospective transferee has
executed an instrument, in form and substance satisfactory to
the General Partner, accepting and agreeing to be bound by
all the terms and conditions of this Agreement, including the
power of attorney set forth in Article 19 hereof, and has
paid all expenses of the Partnership in effecting the
transfer;

(iv) All requirements of the Act regarding
the admission of a transferee Limited Partner have been
complied with by the transferee, the transferring Limited
Partner, and the Partnership; and

(v) Such transfer is effected in
compliance with all applicable state and federal securities
laws.

(b) In the event of a transfer complying with
all the requirements of Section 15.3 hereof and the
transferee being admitted as a Limited Partner pursuant to
this Section 15.4, the General Partner, for itself and for
each Limited Partner pursuant to the Power of Attorney
granted by each Limited Partner pursuant to the Power of
Attorney granted by each Limited Partner, shall execute an
amendment to this Agreement and file an amended certificate
for the Partnership. Unless named in this Agreement, as
amended from time to time, no person shall be considered a
Partner; and the Partnership, each Partner, and any other
person having business with the Partnership need deal only
with Partners so named and shall not be required to deal with
any other person by reason of a transfer by, or by reason of
the death of, a Partner, except as otherwise expressly
provided herein.

16. Transfers of General Partnership Interests;
Withdrawal and Admission of General Partner.

16.1 No Withdrawal of the General Partner. The
General Partner shall have no right to withdraw from the
Partnership except as otherwise provided in this Agreement.

16.2 Death or Incompetency of General Partner. A
General Partner shall cease to be a general partner of the
Partnership upon the death, bankruptcy, dissolution, or
adjudication of incompetency of such General Partner.

16.3 Transfer by General Partner; Admission of
Additional or Successor General Partner. The General Partner
may not transfer its interest as a general partner, or any
part thereof, to a third party and no additional or successor
general partner(s) shall be admitted to the Partnership,
except as follows:

(a) With the consent of the Limited Partner
and upon the unanimous affirmative vote of the board of
directors of the manager of the general partner of the
General Partner, the General Partner may at any time
designate one or more persons to be successors to the General
Partner or to be an additional general partner, in each case
with such participation in the General Partner's interest as
the General Partner and such successor or additional general
partner or general partners may agree upon. In the event
that one or more general partners shall be so designated and
approved, this Agreement shall be appropriately amended to
provide for the participation of such additional or successor
general partner or general partners.

(b) Nothing herein shall prohibit the
assignment, pledge or other grant of a security interest in a
General Partner's interest in profits and surplus and its
right to participate in the management of the Partnership and
in all revenues, fees, distributions and other amounts
payable to the General Partner by the Partnership, as
collateral for any loan, and, in connection therewith, a
General Partner may permit a creditor to require information
and accounting of Partnership transactions and to inspect
Partnership books, and nothing herein shall restrict any
creditor's rights with respect to such security interest,
including any secured collateral realization procedures.

(c) Notwithstanding any other provision of
this Agreement, the General Partner may not transfer its
interest in any case if such transfer, when aggregated with
all other transfers within a twelve (12) month period, would
cause the termination of the Partnership as a partnership for
federal income tax purposes pursuant to Section 708 of the
Code unless such transfer shall be approved by the Limited
Partner.

17. Dissolution, Winding Up and Termination.

17.1 Events Causing Dissolution. The Partnership
shall be dissolved and its affairs shall be wound up upon the
happening of the first to occur of any of the following
events:

(a) Expiration of the term of the Partnership
stated in Section 6 hereof;

(b) Subject to Section 12.7, entry of a
decree of judicial dissolution pursuant to the Act;

(c) Subject to Section 12.7, the sale or
other disposition of all or substantially all of the assets
of the Partnership; or

(d) The death, bankruptcy, dissolution or
adjudication of incompetency of a General Partner, unless:

(i) At the time of the occurrence of any
of such events there is at least one other General Partner,
in which case the business of the Partnership shall be
carried on by the remaining General Partner(s); or

(ii) Within ninety (90) days of the
occurrence of any such event, all remaining Partners agree in
writing to continue the business of the Partnership and to
the appointment of one or more general partners which shall
succeed to all of the management rights and responsibilities
of the General Partner hereunder.

In the event the business of the Partnership is carried on
pursuant to (i) or (ii) above, the interest of the deceased,
bankrupt, dissolved or incompetent General Partner in Net
Income and Net Loss, and its Capital Account shall be
converted to a limited partner interest but shall otherwise
be maintained and continued.

17.2 Winding Up. Upon dissolution of the
Partnership for any reason, the General Partner shall
commence to wind up the affairs of the Partnership and to
liquidate its assets. The General Partner shall have the
full right and unlimited discretion to determine the time,
manner and terms of any sale or sales of Partnership property
pursuant to such liquidation. Pending such sales, the
General Partner shall have the right to continue to operate
or otherwise deal with the assets of the Partnership. A
reasonable time shall be allowed for the orderly winding up
of the business of the Partnership and the liquidation of its
assets and the discharge of its liabilities to creditors so
as to enable the General Partner to minimize the normal
losses attendant upon a liquidation, having due regard to the
activity and condition of the relevant markets for the
Partnership properties and general financial and economic
conditions. Any Partner may be a purchaser of any properties
of the Partnership upon liquidation of the Partnership's
assets, including, without limitation, any liquidation
conducted pursuant to a judicial dissolution or otherwise
under judicial supervision; provided, however, that the
purchase price and terms of sale are fair and reasonable to
the Partnership.

17.3 Allocation of Net Income and Net Loss Upon
Termination or Sale. Subject to the provisions of Section
10.3 through 10.5 above, All Net Income and Net Loss upon
dissolution of the Partnership or from sale or other
disposition of all or substantially all of the Property,
shall be allocated as follows:

(a) Net Loss shall be allocated to WR Properties.

(b) Net Income shall be allocated as follows:

(1) First, to the Limited Partner in the
amount of its negative Capital Account, if any, until its
Capital Account is increased to zero;

(2) Second, to WR Properties in the amount of
its negative Capital Account, if any, until its Capital
Account is increased to zero;

(3) Third, 100% to WR Properties until its
Capital Account balance equals the sum of the amounts
specified in Sections 9.2A(1) and (2);

(4) Fourth, among Carlyle and WR Properties
in the amounts and proportions necessary, if any, to increase
Carlyle's Capital Account to the amount specified for it in
Section 9.2A(3) and to increase WR Properties' Capital
Account to equal the sum of the amounts specified for it in
Sections 9.2A(1), (2) and (3);

(5) Fifth, among Carlyle and WR Properties in
the amounts and proportions necessary, if any, to increase
Carlyle's Capital Account to equal the sum of the amounts
specified for it in Sections 9.2A(3) and (4)(a), and to
increase WR Properties' Capital Account to equal the sum of
the amounts specified for it in Sections 9.2A(1), (2), (3)
and (4)(a);

(6) Sixth, among Carlyle and WR Properties in
the amounts and proportions necessary, if any, to increase
Carlyle's Capital Account to equal the sum of the amounts
specified for it in Sections 9.2A(3), (4)(a) and 4(b), and to
increase WR Properties' Capital Account to equal the sum of
the amounts specified for it in Sections 9.2A(1), (2), (3),
(4)(a) and (4)(b);

(7) Thereafter, among all remaining amounts
of Net Income shall be allocated 74.975% to WR Properties and
25.025% to Carlyle.

17.4 Distributions. Prior to making distributions
in dissolution to the Partners, the General Partner shall
first pay or make provision for all debts and liabilities of
the Partnership and all expenses of liquidation. Subject to
the right of the General Partner to set up such cash reserves
as it may deem reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Partnership, the
proceeds of liquidation and any other funds of the
Partnership shall be distributed as follows:

(a) To the Partners in proportion to their Capital
Account balances, as adjusted by the allocations provided for
in Section 17.3;

(b) It is intended and anticipated that the amount
of cash distributable upon a termination or dissolution of
the Partnership should equal the sum of the Partners' Capital
Accounts, after adjustment of such balances in accordance
with Sections 10 and 17.3, and that, therefore, all cash will
be distributable under Section 17.4(a). If, however, there
is any remaining amount to distribute, such balance shall be
distributed to the Partners in proportion to their Percentage
Interests.

17.5 Certificate of Cancellation; Report;
Termination. Upon the dissolution and commencement of
winding up of the Partnership, the General Partner shall
execute and file a certificate of cancellation of the
Partnership. Within a reasonable time following the
completion of the liquidation of the Partnership's assets,
the General Partner shall prepare and furnish to each
Partner, at the expense of the Partnership, a statement which
shall set forth the assets and liabilities of the Partnership
as of the date of complete liquidation and the amount of each
Partner's distribution pursuant to Section 17.4 hereof. Upon
completion of the liquidation and distribution of all
Partnership funds, the Partnership shall terminate and the
General Partner shall have the authority to execute and file
all documents required to effectuate the termination of the
Partnership.

18. Special and Limited Power of Attorney.

(a) The General Partner, with full power of
substitution, shall at all times during the existence of the
Partnership have a special and limited power of attorney as
the authority to act in the name and on the behalf of the
Limited Partner to make, execute, swear to, verify,
acknowledge and file the following documents and any other
documents deemed by the General Partner to be necessary for
the business of the Partnership:

(i) This Agreement, any separate certificates
of limited partnership, fictitious business name statements,
as well as any amendments to the foregoing which, under the
laws of any state, are required to be filed or which the
General Partner deems it advisable to file;

(ii) Any other instrument or document which
may be required to be filed by the Partnership under the laws
of any state or by an governmental agency, or which the
General Partner deems it advisable to file; and

(iii) Any instrument or document which may be
required to effect the continuation of the Partnership, the
admission of a General or Limited Partner, the transfer of a
Partnership Interest, or the dissolution and termination of
the Partnership (provided such continuation, admission or
dissolution and termination are in accordance with the terms
of this Agreement), or to reflect any increases or reductions
in amount of contributions of Partners.

(b) The special and limited power of attorney
granted to the General Partner:

(i) Is a special and limited power of
attorney coupled with an interest, is irrevocable, shall
survive the death or incompetency of the granting Limited
Partner, and is limited to those matters herein set forth;

(ii) May be exercised by the General Partner
for the Limited Partner by listing the Limited Partners
executing any instrument with a single signature acting as
attorney-in-fact for all of them;

(iii) Shall survive a transfer by a Limited
Partner of such Limited Partner's interest in the Partnership
pursuant to Section 15.3 hereof for the sole purpose of
enabling the General Partner to execute, acknowledge and file
any instrument or document necessary or appropriate to admit
a transferee as a Limited Partner; and

(iv) Notwithstanding the foregoing, in the
event that the General Partner ceases to be a General Partner
in the Partnership, the power of attorney granted by this
Section 18 shall terminate immediately with respect to such
General Partner.

19. Amendments. Except as otherwise provided by law,
this Agreement may be amended only upon the unanimous
affirmative vote of the board of directors of the manager of
the general partner of the General Partner, provided,
however, if the amendment would have an adverse affect upon
the Limited Partner, the written consent of the Limited
Partner shall also be required.

20. Miscellaneous.

20.1 Notices. Any notice, offer, consent or other
communication required or permitted to be given or made
hereunder shall be in writing and shall be deemed to have
been sufficiently given or made when delivered personally to
the party (or an officer of the party) to whom the same is
directed, or (except in the event of a mail strike) five days
after being mailed by first class mail, postage prepaid, if
to the Partnership or to a General Partner, to the office
described in Section 4 hereof, or if to a Limited Partner, to
his last known address. Any Partner may change his address
for the purpose of this Section 20.1 by giving notice of such
change to the Partnership, such change to become effective on
the tenth day after such notice is given.

20.2 Entire Agreement. This Agreement constitutes
the entire agreement among the parties and supersedes any
prior agreement or understandings among them, oral or
written, all of which are hereby cancelled. This Agreement
may not be modified or amended other than pursuant to
Section 19 hereof.

20.3 Captions; Pronouns. The paragraph titles or
captions contained in this Agreement are inserted only as a
matter of convenience of reference. Such titles and captions
in no way define, limit, extend or describe the scope of this
Agreement nor the intent of any provision hereof. All
pronouns and any variation thereof shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as
the identity of the person or persons may require.

20.4 Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one agreement,
binding on all of the parties hereto, notwithstanding that
all of the parties are not signatory to the same counterpart.

20.5 Governing Law. This Agreement shall be
governed by and construed in accordance with the internal
laws of the state of Washington.

20.6 Certain Covenants Regarding Operation of the
Partnership. The Partnership shall at all times hold itself
out as an entity separate from any other person or entity,
and shall:

(a) Maintain its books and records separate
from those of any other person or entity;

(b) Not commingle any of its assets with the
assets of any other person or entity;

(d) Prepare financial statements that are
separate from and not consolidated with the financial
statements of any other person or entity;

(e) Pay all of its indebtedness and other
liabilities out of Partnership funds;

(f) Observe all formalities of a limited
partnership under the Act;

(g) Pay the salaries of any employees of the
Partnership out of Partnership funds;

(h) Not guarantee or otherwise become
obligated for the debts of any other person or entity, except
guaranties by indorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary
course of business;

(i) Pay a fair and reasonable allocation of
any overhead for shared office space;

(j) Use separate stationary, invoices and
checks for Partnership business; and

(k) Not pledge its assets for the benefit of
any other entity, except to secure the indebtedness referred
to in Section 12.7(d)(i) above.

GENERAL PARTNER: Wright Runstad Properties L.P.,
a Delaware limited partnership

By: Wright Runstad Asset
Management L.P., a
Washington limited
partnership
General Partner

By: WRAM Inc., a Washington
corporation
General Partner

By:
Name:

Title:

LIMITED PARTNER: CARLYLE SEATTLE ASSOCIATES,
a general partnership

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner

By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner

By:
Name:

Title:

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X, a limited
partnership,
General Partner

By: JMB REALTY CORPORATION
a Delaware corporation,
General Partner

By:
Name:
Title: