JMB INCOME PROPERTIES LTD IX, 10-K405, 1996-03-29

JMB INCOME PROPERTIES LTD IX
10-K405, 1996-03-29
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, 1995 Commission file number 0-12432

JMB INCOME PROPERTIES, LTD. - IX
(Exact name of registrant as specified in its charter)

Illinois 36-3126228
(State of organization) (I.R.S. Employer Identification No.)

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

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

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

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

None None

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

LIMITED PARTNERSHIP INTERESTS
(Title of class)

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

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

State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. Not applicable.

Documents incorporated by reference: None

TABLE OF CONTENTS

Page
----
PART I

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

Item 2. Properties . . . . . . . . . . . . . . . . . 4

Item 3. Legal Proceedings. . . . . . . . . . . . . . 6

Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 6

PART II

Item 5. Market for the Partnership's Limited
Partnership Interests and
Related Security Holder Matters. . . . . . . 6

Item 6. Selected Financial Data. . . . . . . . . . . 7

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 11

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

Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 40

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 40

Item 11. Executive Compensation . . . . . . . . . . . 43

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 44

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 45

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 45

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 47

PART I

ITEM 1. BUSINESS

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

The registrant, JMB Income Properties, Ltd.-IX (the "Partnership"), is
a limited partnership formed in 1981 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 $77,127,000 in Limited Partnership Interests (the
"Interests") commencing on April 14, 1982, pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933 (Registration No.
2-73991). A total of 77,127 Interests were sold to the public at $1,000
per Interest. The holders of 25,599 Interests were admitted to the
Partnership in fiscal 1982; the holders of 51,528 Interests were admitted
to the Partnership in fiscal 1983. The offering closed on May 10, 1983.
Included in the 77,127 Limited Partnership Interests subscribed and issued
are 382 Interests belonging to an affiliate of the lead underwriter in
consideration of consulting services in connection with the organization of
the Partnership. 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 sole remaining real
estate investment is the Blanchard Plaza Building which is located in
Seattle, Washington. A presentation of information about industry
segments, geographic regions, raw materials or seasonality is not
applicable and would not be material to an understanding of the
Partnership's business taken as a whole. Pursuant to the Partnership
Agreement, the Partnership is required to terminate no later than October
31, 2031. The Partnership is self-liquidating in nature. At sale of a
particular property, the net proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, the marketplace in
which the portfolio operates and real estate markets in general are in a
recovery mode. The Partnership currently expects to conduct an orderly
liquidation of the remaining asset as quickly as possible and to wind up
its affairs of the Partnership not later than December 31, 1999, barring
any unforeseen economic developments. (Reference is also made to Note 1.)

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

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1995,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (d) SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- -------------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Lynnhaven Mall
shopping center
Virginia Beach,
Virginia . . . . . . . 567,000 sq. ft. 12-17-81 6-28-90 fee ownership of land
and improvements
(through joint venture
partnership)
Town & Country
Center
shopping center
Houston, Texas . . . . 370,000 sq. ft. 2-16-83 12-5-95 fee ownership of land
g.l.a. and improvements
(through joint venture
partnership) (c) (f)
Blanchard Plaza
Building
office building
Seattle, Washington. . 237,000 sq. ft. 7-29-83 30% fee ownership of land
n.r.f. and improvements
(through joint venture
partnership) (c)(e)
Towne Square
Mall
shopping center
Owensboro,
Kentucky . . . . . . . 357,000 sq. ft. 3-1-84 8-13-87 fee ownership of land
g.l.a. and improvements
(through joint venture
partnership)

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

(a) The computation of this percentage for properties held at
December 31, 1995 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 for the current outstanding
principal balance and description of the long-term mortgage indebtedness
secured by the Partnership's real property investment.

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

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

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

(f) The Partnership, through its unconsolidated joint venture
investment, disposed of this property in December 1995. Reference is made
to Note 3(b).

</TABLE>

The Partnership's remaining real property investment is subject to
competition from similar types of properties (including properties owned or
advised by affiliates of the General Partners) in the vicinity in which it
is located. Such competition is generally for the retention of existing
tenants. Additionally, the Partnership is in competition for new tenants.
Reference is made to Item 7 below for a discussion of competitive
conditions and future renovation and capital improvement plans of the
Partnership for its remaining investment property. Approximate occupancy
levels for the properties are set forth in the table in Item 2 below to
which reference is hereby made. The Partnership maintains the suitability
and competitiveness of its remaining property in its market primarily on
the basis of effective rents, tenant allowances and service provided to
tenants. In the opinion of the Managing General Partner of the
Partnership, the remaining investment property held at December 31, 1995 is
adequately insured.

Reference is made to Note 7 for a schedule of minimum lease payments
to be received in each of the next five years, and in the aggregate
thereafter, under leases in effect at the Partnership's remaining property
as of December 31, 1995.

On December 5, 1995, the lender realized upon its security in Town and
Country Center. Such transaction was described in the Partnership's Report
on Form 8-K (File No. 0-12432) dated January 9, 1996, which is hereby
incorporated herein by reference. Reference is also made to Note 3(b)
filed with this annual report for a further description of such
transaction.

The Partnership has no employees.

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

ITEM 2. PROPERTIES

The Partnership owns or owned directly or through joint venture
partnerships the properties or interests in the properties referred to
under Item 1 above to which reference is hereby 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 1995 and 1994 for the Partnership's investment properties owned
during 1995:

<TABLE>
<CAPTION>
1994 1995
------------------------- -------------------------
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. Town & Country Center
Houston, Texas . . . . . Retail 73% 74% 76% 74% 65% 63% 65% N/A

2. Blanchard Plaza
Building
Seattle, Government (a) (a)
Washington . . . . . . . Agency 96% 96% 91% 93% 96% 95% 91% 92%
- ----------
<FN>

(a) The percentage represents physical occupancy. Transamerica (5,557 square feet or 3% of the building)
vacated its space prior to its lease expiration of January 31, 1995 and continued to pay rent pursuant to its
lease obligation.

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

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

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

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

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

There were no matters submitted to a vote of security holders during
fiscal years 1995 and 1994.

PART II

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

As of December 31, 1995, there were 6,804 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 Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests. No transfer
will be effective until the first day of the next succeeding calendar
quarter after the requisite transfer form satisfactory to the Managing
General Partner has been received by the Managing General Partner. The
transferee consequently will not be entitled to receive any cash
distributions or any allocable share of profits or losses for tax purposes
until such succeeding calendar quarter. Profits or losses from operations
of the Partnership for a calendar year in which a transfer occurs will be
allocated between the transferor and the transferee based upon the number
of quarterly periods in which each was recognized as the holder of
Interests, without regard to the results of Partnership's operations during
particular quarterly periods and without regard to whether cash
distributions were made to the transferor or transferee. Profits or losses
arising from the sale or other disposition of Partnership properties will
be allocated to the recognized holder of the Interests as of the last day
of the quarter in which the Partnership recognized such profits or losses.
Cash distributions to a holder of Interests arising from the sale or other
disposition of Partnership properties will be distributed to the recognized
holder of the Interests as of the last day of the quarterly period with
respect to which distribution is made.

Reference is made to Item 6 below for a discussion of cash distri-
butions made to the Limited Partners.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1995 1994 1993 1992 1991
------------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 3,578,414 3,471,957 3,507,814 3,734,975 3,670,495
============ =========== =========== ========== ===========
Operating loss. . . . . . $ 785,583 878,770 804,134 11,729,915 1,226,801
Partnership's share
of loss from operations
of unconsolidated
venture. . . . . . . . . 2,764,587 805,364 546,299 592,110 475,370
Venture partners'
share of ventures'
operations . . . . . . . -- -- -- (545,692) --
------------ ----------- ----------- ---------- -----------
Net operating loss. . . . 3,550,170 1,684,134 1,350,433 11,776,333 1,702,171
Partnership's share of
gain from disposition
of unconsolidated
venture property . . . . (908,413) -- -- -- --
------------ ----------- ----------- ---------- -----------
Net loss. . . . . . . . . $ 2,641,757 1,684,134 1,350,433 11,776,333 1,702,171
============ =========== =========== ========== ===========
Net loss per
Interest (b):
Net operating
loss . . . . . . . . . $ 44.19 20.96 16.81 146.57 21.19
Partnership's share of
gain from disposition
of unconsolidated
venture property . . . (11.66) -- -- -- --
------------ ----------- ----------- ----------- -----------
Net loss. . . . . . . . . $ 32.53 20.96 16.81 146.57 21.19
============ =========== =========== =========== ===========
Total assets. . . . . . . $ 22,833,739 26,023,257 27,272,244 28,983,906 42,167,713
Long-term debt, less
current portion. . . . . $ -- -- 15,870,048 15,981,566 16,082,014
Cash distributions
per Interest (c) . . . . $ -- -- 3.00 8.15 14.60
============ =========== =========== =========== ===========

<FN>

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

(b) The net loss per Interest is based on the number of Interests outstanding at the end of each period
(77,132).

(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
either financial reporting or Federal income tax purposes. Each Partner's taxable income (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. Accordingly, cash distributions to the Limited
Partners since the inception of the Partnership have not resulted in taxable income to such Limited Partners.

</TABLE>

<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1995

Property
- --------

Blanchard Plaza
Building a) The net rentable square feet ("NRF")
occupancy rate and average base rent
per square foot as of December 31
for each of the last five years
were as follows:

NRF Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1991 . . . . . 95% 13.18
1992 . . . . . 96% 13.49
1993 . . . . . 95% 14.04
1994 . . . . . 93% 13.97
1995 . . . . . 92% 14.43
<FN>
(1) Average base rent per square foot is based on NRF occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Lease
Base Rent Scheduled Lease Renewal
b) Significant Tenants Square Feet Per Annum Expiration Date Option(s)
------------------- ----------- --------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
General Services
Administration 148,248 $2,391,853 10/2002 1-5 year
(Government Agency) (1) term

(1) Base rent increases to $2,400,966, $2,534,630,
$3,041,040 and $3,044,787 in October of
1996, 1998, 2000 and 2001, respectively.

</TABLE>

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

Annualized Percent of
Number of Approx. Total Base Rent Total 1995
Year Ending Expiring NRF of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1996 1 3,733 $ 62,532 2%
1997 3 19,234 356,940 10%
1998 1 1,555 28,764 1%
1999 5 9,334 106,968 3%
2000 5 21,926 334,575 10%
2001 1 4,686 58,344 2%
2002 1 148,248 2,389,512 69%
2003 -- -- -- --
2004 1 5,655 97,272 3%
2005 -- -- -- --
<FN>
(1) Excludes leases that expire in 1996 for which
renewal leases or leases with replacement tenants
have been executed as of March 25, 1996.
</TABLE>

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

LIQUIDITY AND CAPITAL RESOURCES

On April 14, 1982, the Partnership commenced an offering to the public
of up to $80,000,000 pursuant to a Registration Statement on Form S-11
under the Securities Act of 1933. Through May 10, 1983 (the final
admission date), the Partnership had received $70,605,480 (net of selling
commissions of $6,139,520) of offering proceeds and issued 77,127 Interests
(including 382 Interests issued to an affiliate of the lead underwriter in
consideration of consulting services in connection with the organization of
the Partnership).

After deducting selling expenses and other offering costs, the
Partnership had approximately $68,000,000 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, 1995, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $4,180,000. Such funds are
available for capital improvements, future distributions to partners,
payment of certain deferrals to affiliates of the General Partners and for
working capital requirements including operating deficits at the Blanchard
Plaza office building. As a result of certain limitations provided for in
the Partnership Agreement, an affiliate of the General Partners of the
Partnership is deferring payment of certain management and leasing fees as
more fully described in Note 6. The Partnership and its consolidated
venture have currently budgeted approximately $633,800 for tenant
improvements and other capital expenditures in 1996. The amounts and
timing may vary depending on a number of factors including actual leasing
activity, results of operations, liquidity considerations and other market
conditions. Effective in 1993, the Partnership suspended its quarterly
distribution so that future cash requirements may be met. The source of
capital for such items and for long-term future liquidity and distributions
is dependent on cash reserves held by the Partnership and through the sale
of the investment. In such regard, reference is made to the discussions
below and to Notes 3 and 4. The remaining property's operations are not
expected to generate any short-term liquidity as described below. The
Partnership's and its venture's remaining mortgage obligation is a separate
non-recourse loan secured by the investment property and is not the
obligation of the Partnership.

The Blanchard Plaza investment property currently operates at a small
deficit. This deficit results from a modification of the property's
mortgage note which provides for an annual cash flow payment to the lender
which reduces the principal balance of the loan as described in Note 4.
The Partnership expects to continue to utilize the remaining proceeds from
the sale of the Lynnhaven Mall to cover these operating deficits. The
mortgage note was scheduled to mature December 1, 1995 and has since been
extended to December 1, 1996. There can be no assurance that the joint
venture will be able to further extend, refinance or obtain alternative
financing for all or substantially all of the mortgage loan when the debt
matures. The joint venture is preparing to market the Blanchard Plaza
office building for sale in 1996. There can be no assurance that a sale of
the property will occur. Also, it is currently expected that any such sale
would result in the return of only a modest portion of the Partnership's
original cash invested in the property. The Seattle office market is
showing significant improvement as vacancy rates continue to decline. The
current vacancy rate for the sub-market in which the property operates is
approximately 6%. Of the approximately 43,700 square feet of leases (18%
of the building's leasable square footage) originally scheduled to expire
in 1995 and 1996, the Partnership has been successful in signing new and
renewing leases of approximately 24,600 square feet. In addition, the
Partnership signed new leases for another approximately 4,650 square feet
of space which had never been occupied and another lease representing
approximately 5,000 square feet of space is currently being negotiated.
The Partnership is actively pursuing the renewal or re-lease of the
remaining space in the building. In addition, the joint venture amended the
lease with the General Services Administration ("GSA") in 1994. In
exchange for certain rent concessions, this amendment eliminated the GSA's
option to terminate the lease at any time after October 1998. The GSA
lease expires in October 2002 but has an option to extend its lease for an
additional five years.

The joint venture received notification from the GSA that it was due
approximately $423,000 in minimum rent credits. The joint venture has
disputed this claim. The GSA began offsetting its monthly rent payments in
January 1996 in an amount equal to 1/12 of the amount in dispute. The
joint venture has filed an appeal with the General Services Board of
Contract Appeals and is awaiting a response. Though the joint venture
believes that it is entitled to retain the amounts previously received and
recover the amounts offset by the GSA, there can be no assurance that the
joint venture will not ultimately have to settle for a lesser amount or
suffer an adverse judgment respecting this dispute.

During December 1995, the lender realized upon its security for its
non-recourse loan, which included the land, buildings and related
improvements of the Town and Country Center ("the Property"), as described
below. The property was approximately 73% occupied (8% represents
temporary tenants) on the disposition date. The property was acquired
through a joint venture with an affiliated partnership ("T & C"), which was
in turn a partner in a joint venture ("Town & Country") with the developer
of the center.

As previously reported, the Property faced strong competition from,
among others, the Town and Country Village, a multi-building retail project
encompassing over sixty acres contiguous to the Property. Although not all
tenants at this project will compete directly with the mall tenants at the
Property, a number of tenants that in the past have occupied space in
enclosed regional malls have recently signed leases for free-standing space
in Town and Country Village, and these stores are now scheduled to open in
1996.

Over the past year, Town and Country had prepared and evaluated a plan
for an extensive renovation and re-merchandising of the Property for the
long-term stability and enhancement of the Property's occupancy and revenue
potential. In connection with the plan, Town and Country approached a
number of national and regional tenants to lease space at the Property. In
discussions with these tenants, a majority of them indicated that, in
addition to significant tenant leasing incentives, a major renovation of
the Property would be essential for them to lease space at the Property.
Accordingly, The Partnership worked extensively with an architectural firm
and marketing personnel to determine the most effective redevelopment plan
to improve the Property. Focus group studies on the area residents further
supported this concept. A condition to undertaking a redevelopment of the
Property was to have been Town and Country's obtaining extensions of the
agreements for the department stores to continue operating their stores at
the Property. The Partnership believed that the renovation and re-
merchandising of the Property was viable and that it would be the best
strategy to enhance value. Accordingly, during this process, it remained
the Partnership's intent to hold the Property as a long-term investment.

Town and Country completed its evaluation of an extensive
redevelopment of the center in early September 1995. The total cost for
such a redevelopment, including obtaining tenant leases for the mall space
and extensions of the department store operating agreements, was estimated
to be in excess of $25 million. However, many of the retail tenants
considered integral to a successful re-merchandising of the property upon
completion of a renovation were now unwilling to take further space in the
Houston market even if offered significant tenant leasing incentives. The
continued sluggishness in the Houston economy in recovering from the
previous recession, as well as the intense competition in the Property's
trade area, appear to be among the factors dissuading prospective retail
tenants from committing to lease space at the Property. In addition, the
projected return on the estimated cost was not expected to be sufficient to
warrant an investment of this magnitude.

Given Town and Country's level of debt, the strong competition that
the Property faced, and the significant cost that would have been required
to lease, renovate and re-merchandise the Property, Town and Country
decided in September 1995 not to commit any additional capital to pay
continued operating deficits of the property, including funding for debt
service payments, unless it could obtain a modification to the existing
non-recourse mortgage loan. Consequently, Town and Country remitted to the
lender only the amount of cash flow from property operations after expenses
rather than the full debt service payment required for the month of
September 1995. Town and Country approached the lender to discuss the
possibility of a modification to the existing loan to eliminate, or reduce
significantly, future operating deficits. However, the lender was
unwilling to modify the loan. On September 13, 1995, the lender notified
Town and Country that it was in default, and that the lender intended to
realize upon its security for the mortgage loan as soon as possible. Due
to the uncertainty of the Partnership's ability to recover the net carrying
value of the Town and Country Center, the Partnership made, as a matter of
prudent accounting practice, a provision at September 30, 1995 for value
impairment of the Town and Country Center of $30,114,810 (of which the
Partnership's share is $1,686,425). Such provision reduced the net
carrying value of the investment property to the then outstanding balance
of the non-recourse loan.

Through December 5, 1995, (immediately prior to the disposition) the
Partnership and its affiliated joint venture partner had made interest-
bearing loans aggregating $4,740,437 to the T&C venture to fund operating
deficits at the Property pursuant to a proposed amendment to the Town &
Country joint venture agreement. However, such proposed amendment was not
executed prior to termination. The Partnership's portion of these loans
were $1,489,920 (including accrued interest) and has been reflected as
contributions to unconsolidated venture in the consolidated financial
statements and have been netted into the gain on disposition as of December
5, 1995.

Town & Country also was obligated under a 12% promissory note payable
($991,686 outstanding at December 5, 1995 (immediately prior to the
disposition) and at December 31, 1994) to an affiliate of the developer
which matured June 30, 1993. The Partnership and JMB-VIII had reached an
agreement in principle with the developer to extend the original due date
of the promissory note. Although no interest payments were being made
currently, the venture continued to accrue interest on the note at the
original contract rate. As of the date of disposition of the Property,
such promissory note was cancelled and the note (including accrued interest
of $586,537 at December 5, 1995 (immediately prior to the disposition) was
treated as a capital contribution by the unaffiliated venture partner).

On December 5, 1995, the lender completed the proceedings to realize
upon its security and took title to the Property in full satisfaction of
its loan. As a result of the disposition of the Property, the Partnership
recognized a gain of approximately $908,413 for financial reporting
purposes and approximately $3,501,670 for Federal income tax purposes.
There were no proceeds from the disposition.

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

As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. As previously reported, the Partnership's remaining property
is not currently generating operating cash flow. Due to these factors, the
Partnership had, beginning the second quarter of 1993, indefinitely
suspended quarterly distributions to the partners. By conserving working
capital, the Partnership will be in a better position to meet future needs
of its property since the availability of satisfactory outside sources of
capital may be limited given the Partnership's current debt level. As has
been reported previously, due to these factors, the Partnership held
certain of its investment properties longer than originally anticipated in
an effort to maximize the return to the Limited Partners. However, after
reviewing Blanchard Plaza and the marketplace in which it operates, the
General Partners of the Partnership expect to liquidate this asset as
quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than 1999 (sooner if the Blanchard Plaza
property is sold or disposed of in the nearer term), barring unforeseen
economic developments.

RESULTS OF OPERATIONS

The increase in cash and cash equivalents and corresponding decrease
in short-term investments at December 31, 1995 as compared to December 31,
1994 is primarily due to all of the Partnership's investments of U.S.
Government obligations being classified as cash equivalents at December 31,
1995. Reference is made to Note 1. The aggregate decrease in cash and
cash equivalents and short-term investments is primarily due to the
Partnership's funding of deficits incurred at the Town & Country Center and
the Blanchard Plaza office building during 1995. Reference is made to Note
3.

The decrease in interest, rents and other receivables, along with the
aggregate decrease in investment in unconsolidated venture at equity at
December 31, 1995 as compared to December 31, 1994 and the related increase
in the Partnership's share of loss from operations of unconsolidated
venture and the Partnership's share of gain from the disposition of
unconsolidated venture property is due to the lender realizing upon its
security for its non-recourse loan related to the Town & Country Center
investment property in December 1995 (Notes 1 and 3(b)).

The decrease in accounts payable at December 31, 1995 as compared to
December 31, 1994 is primarily due to the timing of payment of certain
deferred expenses, including re-leasing costs, related to the Blanchard
Plaza office building.

The decrease in tenant security deposits at December 31, 1995 as
compared to December 31, 1994 is due to the refund of security deposits to
certain tenants and the replacement of such tenants with tenants under
leases which do not require security deposits at the Blanchard Plaza office
building in 1995.

The increase in interest income for the year ended December 31, 1995
as compared to the year ended December 31, 1994 and December 31, 1994 as
compared to December 31, 1993 is primarily due to the increase in average
balances of U.S. Government obligations held by the Partnership during 1995
and 1994.

The increase in amortization of deferred expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to the 1995 amortization of lease commissions previously
deferred at the Blanchard Plaza office building in December 1994.

The increase in general and administrative expenses for the year ended
December 31, 1995 as compared to the years ended December 31, 1994 and 1993
is attributable primarily to an increase in reimbursable costs to
affiliates of the General Partners in 1995 and the recognition of certain
additional prior year reimbursable costs to such affiliates. Reference is
made to Note 6.

The increase in Partnership's share of loss from operations of
unconsolidated venture for 1994 as compared to 1993 is primarily due to a
decrease in rental income due to the writeoff of certain delinquent tenants
receivables in 1994 at the Town and Country Center.

INFLATION

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

Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's remaining office building have escalation clauses covering
increases in the cost of operating and maintaining the property as well as
real estate taxes. Therefore, there should be little effect on operating
earnings if the property remains substantially occupied.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

INDEX

Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Operations, years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows, years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements

Schedule
--------
Consolidated Real Estate and Accumulated Depreciation III

Schedules not filed:

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

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - IX:

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

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - IX and Consolidated Venture as of December
31, 1995 and 1994, and the results of their operations and their cash flows
for each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.

The accompanying consolidated financial statements have been prepared
assuming that the Partnership will continue as a going concern. As
discussed in Notes 3(c) and 4 of the consolidated financial statements, the
mortgage loan matures December 1, 1996. This circumstance raises
substantial doubt about the Partnership's ability to retain its ownership
in the property and continue as a going concern. The General Partner's
plans in regard to this matter are described in Note 3(c). The
accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 25, 1996

<TABLE>
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1995 AND 1994

ASSETS
------
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1). . . . . . . . . . . . . . . . . $ 4,183,046 2,352,046
Short-term investments (note 1) . . . . . . . . . . . . . . . . . . -- 2,176,462
Interest, rents and other receivables . . . . . . . . . . . . . . . 44,668 332,726
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 15,457 15,351
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 4,243,171 4,876,585
------------ -----------

Investment property at cost (notes 2 and 3) (Schedule III):
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899,298 899,298
Buildings and improvements. . . . . . . . . . . . . . . . . . . 26,075,228 26,023,152
------------ -----------

26,974,526 26,922,450
Less accumulated depreciation . . . . . . . . . . . . . . . . . 13,726,829 12,728,252
------------ -----------

Total investment property net of accumulated depreciation.. 13,247,697 14,194,198

Investment in unconsolidated venture, at equity (notes 3 and 8) . . . -- 1,322,900
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 740,785 759,525
Accrued rents receivable (note 1) . . . . . . . . . . . . . . . . . . 4,602,086 4,870,049
------------ -----------

$ 22,833,739 26,023,257
============ ===========

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

1995 1994
------------ -----------
Current liabilities:
Current portion of long-term debt (note 4). . . . . . . . . . . . . $ 15,565,705 15,784,297
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 40,684 382,078
Amounts due to affiliates (note 6). . . . . . . . . . . . . . . . . 480,867 431,972
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 136,200 156,238
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 16,223,456 16,754,585
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 66,982 83,614
------------ -----------

Commitments and contingencies (notes 2 and 3)

Total liabilities . . . . . . . . . . . . . . . . . . . . . 16,290,438 16,838,199
------------ -----------
Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses . . . . . . . . . . . . . . . . . . . . . . (4,023,132) (3,890,210)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,962,978) (1,962,978)
------------ -----------
(5,985,110) (5,852,188)
------------ -----------
Limited partners (77,132 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 68,210,848 68,210,848
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . 39,276,287 41,785,122
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (94,958,724) (94,958,724)
------------ -----------
12,528,411 15,037,246
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . 6,543,301 9,185,058
------------ -----------

$ 22,833,739 26,023,257
============ ===========

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

<TABLE>
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
----------- ------------ -----------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 3,347,348 3,289,697 3,383,468
Interest income . . . . . . . . . . . . . . . . . 231,066 182,260 124,346
----------- ------------ -----------
3,578,414 3,471,957 3,507,814
----------- ------------ -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 1,625,277 1,665,300 1,682,990
Depreciation. . . . . . . . . . . . . . . . . . . 998,577 970,404 966,097
Property operating expenses . . . . . . . . . . . 1,338,538 1,373,742 1,331,304
Professional services . . . . . . . . . . . . . . 86,633 119,198 122,727
Amortization of deferred expenses . . . . . . . . 151,519 109,246 96,206
General and administrative. . . . . . . . . . . . 163,453 112,837 112,624
----------- ------------ -----------
4,363,997 4,350,727 4,311,948
----------- ------------ -----------
Operating loss. . . . . . . . . . . . . . 785,583 878,770 804,134
Partnership's share of loss from
operations of unconsolidated venture
(notes 3(b) and 8) . . . . . . . . . . . . . . . . 2,764,587 805,364 546,299
Partnership's share of gain from
disposition of unconsolidated
venture property (notes 3(b) and 8). . . . . . . . (908,413) -- --
----------- ------------ -----------
Net loss. . . . . . . . . . . . . . . . . $ 2,641,757 1,684,134 1,350,433
=========== ============ ===========
Net loss per limited partnership
interest (note 1):
Net operating loss . . . . . . . . . . . $ 44.19 20.96 16.81
Gain on disposition of
unconsolidated venture
property . . . . . . . . . . . . . . . (11.66) -- --
----------- ------------ -----------
Net loss . . . . . . . . . . . . . . $ 32.53 20.96 16.81
=========== ============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (77,132 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit) at
December 31,
1992 . . . . $1,000 (3,768,827) (1,962,978) (5,730,805) 68,210,848 44,698,306 (94,727,328) 18,181,826

Cash distri-
butions
($3.00 per
limited
partnership
interest). . -- -- -- -- -- -- (231,396) (231,396)
Net loss
(note 5) . . -- (54,018) -- (54,018) -- (1,296,415) -- (1,296,415)
------- ---------- ---------- ---------- ---------- --------- ------------ ----------
Balance
(deficit) at
December 31,
1993. . . . 1,000 (3,822,845) (1,962,978) (5,784,823) 68,210,848 43,401,891 (94,958,724) 16,654,015

Net loss
(note 5) . . -- (67,365) -- (67,365) -- (1,616,769) -- (1,616,769)
------- ---------- ---------- ---------- ---------- --------- ------------ ----------
Balance
(deficit) at
December 31,
1994 . . . . 1,000 (3,890,210) (1,962,978) (5,852,188) 68,210,848 41,785,122 (94,958,724) 15,037,246

Net loss
(note 5) . . -- (132,922) -- (132,922) -- (2,508,835) -- (2,508,835)
------- ---------- ---------- ---------- ---------- --------- ----------- ----------
Balance
(deficit) at
December 31,
1995 . . . . $ 1,000 (4,023,132) (1,962,978) (5,985,110) 68,210,848 39,276,287 (94,958,724) 12,528,411
======= ========== ========== ========== ========== ========== =========== ==========

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

<TABLE>
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . $(2,641,757) (1,684,134) (1,350,433)
Items not requiring (providing) cash
or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 998,577 970,404 966,097
Amortization of deferred expenses . . . . . . . 151,519 109,246 96,206
Partnership's share of loss from
operations of unconsolidated venture . . . . . 2,764,587 805,364 546,299
Partnership's share of gain from
disposition of unconsolidated
venture property . . . . . . . . . . . . . . . (908,413) -- --
Changes in:
Interest, rents and other receivables . . . . . 17,548 47,841 (32,691)
Prepaid expenses. . . . . . . . . . . . . . . . (106) 432 7,478
Accrued rents receivable. . . . . . . . . . . . 267,963 282,490 (21,030)
Accounts payable. . . . . . . . . . . . . . . . (341,394) 329,195 19,231
Amounts due to affiliates . . . . . . . . . . . 48,895 301,275 (46,879)
Accrued interest. . . . . . . . . . . . . . . . (20,038) (1,726) (879)
Tenant security deposits. . . . . . . . . . . . (16,632) 3,672 (858)
----------- ----------- -----------
Net cash provided by
operating activities. . . . . . . . . . 320,749 1,164,059 182,541
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities of
short-term investments . . . . . . . . . . . . . 2,176,462 2,567,558 360,599
Additions to investment property . . . . . . . . (52,076) (420,997) (109,883)
Partnership's contributions to
unconsolidated venture . . . . . . . . . . . . . (262,764) (542,810) (424,575)
Payment of deferred expenses. . . . . . . . . . . (132,779) (448,910) (74,795)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . 1,728,843 1,154,841 (248,654)
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . (218,592) (197,269) (100,448)
Distributions to limited partners . . . . . . . . -- -- (231,396)
----------- ----------- -----------

Net cash used in financing activities . . (218,592) (197,269) (331,844)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . 1,831,000 2,121,631 (397,957)
Cash and cash equivalents
beginning of year . . . . . . . . . . . 2,352,046 230,415 628,372
----------- ----------- -----------
Cash and cash equivalents
end of year . . . . . . . . . . . . . . $ 4,183,046 2,352,046 230,415
=========== =========== ===========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . . . . . . $ 1,645,315 1,667,026 1,683,869
=========== =========== ===========
Non-cash investing and financing
activities (note 3(b)) . . . . . . . . . . . . . $ 270,510 -- --
=========== =========== ===========

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

JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1994 AND 1993

(1) OPERATIONS AND BASIS OF ACCOUNTING

The Partnership holds (through a joint venture) an equity investment
in an office building in Seattle, Washington. Business activities consist
of rentals to a governmental agency and a variety of commercial companies,
and the ultimate sale or disposition of such real estate. The Partnership
currently expects to conduct an orderly liquidation of its remaining
investment, and wind up its affairs not later than December 31, 1999.

The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated venture, Plaza/Seattle
Limited Partnership ("Plaza/Seattle"). The effect of all transactions
between the Partnership and the consolidated venture has been eliminated in
the consolidated financial statements. The equity method of accounting has
been applied in the accompanying consolidated financial statements with
respect to the Partnership's venture interest in T&C-JMB Partners ("T&C").
Accordingly, the accompanying consolidated financial statements do not
include the accounts of T&C and T&C's venture, H&M Associates, Ltd. -
Houston ("Town & Country") (notes 3(b) and 8).

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to reflect the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.

Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1995 and 1994 is summarized as follows:

<TABLE>

<CAPTION>
1995 1994
-------------------------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
(UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $22,833,739 19,474,759 26,023,257 20,203,963
Partners' capital accounts
(deficits) (note 5):
General partners. . . . . . . . . (5,985,110) (4,919,937) (5,852,188) (4,851,232)
Limited partners. . . . . . . . . 12,528,411 13,829,691 15,037,246 12,852,357
Net gain (loss) (note 5):
General partners. . . . . . . . . (132,922) (68,705) (67,365) (108,329)
Limited partners. . . . . . . . . (2,508,835) 977,334 (1,616,769) (2,599,889)
Net gain (loss) per
limited partnership interest . . . (32.53) 12.67 (20.96) (33.71)
============ ========== =========== ===========
</TABLE>

The net loss per limited partnership interest is based upon the number
of limited partnership interests outstanding at the end of each period
(77,132).

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

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from its unconsolidated venture are considered
cash flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($3,719,182 and $2,350,000 at December 31, 1995 and 1994, respectively) 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 loan fees and lease commissions
which are amortized over the terms stipulated in the related agreements or
over the terms of the related leases using the straight-line method.

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
prorated rental income for the full period of occupancy on a straight-line
basis.

Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires entities
to disclose the SFAS 107 value of all financial assets and liabilities for
which it is practicable to estimate. Value is defined in the Statement as
the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation
sale. The Partnership believes the carrying amount of its current assets
and liabilities approximates SFAS 107 value due to the relatively short
maturity of these instruments. The debt secured by the Blanchard Plaza
office property matures in December 1996 and, accordingly, the Partnership
believes the carrying value of such debt approximates the SFAS 107 value.
There is no quoted market value available for any of the Partnership's
other instruments. The debt secured by the Blanchard Plaza office property
matures in December 1996 and, accordingly, the Partnership believes the
carrying value of such debt approximates the SFAS 107 value. The
Partnership has no other significant financial instruments.

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 tax authorities
amounts representing withholding from distributions paid to partners.

(2) INVESTMENT PROPERTIES

The Partnership had acquired, through joint ventures (note 3), three
shopping centers and one office building as investments. Three properties
have been sold or disposed of by the Partnership. The remaining property
owned at December 31, 1995 was operating. The cost of the investment
property represents the total cost to the Partnership and its ventures plus
miscellaneous acquisition costs.

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

YEARS
-----

Buildings and improvements (new or used)
-- straight-line. . . . . . . . . . . . . . 5-30
Personal property (new or used)
-- straight-line . . . . . . . . . . . . . 5-10
====

Maintenance and repair expenses are charged to operations as incurred.

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

During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived asset to be held and used whenever the carrying value cannot be fully
recovered through estimated undiscounted future cash flows from operations
and sale. The amount of the impairment loss to be recognized would be the
difference between the long-lived asset's carrying value and the asset's
estimated fair value. Any long-lived assets identified "to be disposed of"
would no longer be depreciated. Adjustments for impairment loss would be
made in each period as necessary to report these assets at the lower of
carrying value and fair value less costs to sell. In certain situations,
such estimated fair value could be less than the existing non-recourse debt
which is secured by the property. There would be no assurance that any
estimated fair value of these assets would ultimately be obtained by the
Partnership in any future sale or disposition transaction.

Under the current impairment policy, provisions for value impairment
are recorded with respect to 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. The amount of any such impairment
loss recognized by the Partnership is limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness. An impairment loss under SFAS 121 would be
determined without regard to the nature or the balance of such non-recourse
indebtedness. Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain (comprised of gain on extinguishment of debt and gain or loss on
sale or disposition of property) for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.

The Partnership will adopt SFAS 121 as required in the first quarter
of 1996. Based upon the Partnership's current assessment of the full
impact of adopting SFAS 121, it is not anticipated that any significant
provisions for value impairment would be required.

In addition, upon the disposition of an impaired property, the
Partnership would generally recognize more net gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's current
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition. Although
implementation of this new accounting statement could significantly impact
the Partnership's reported earnings, there would be no impact on cash
flows. Further, any such impairment loss would not be recognized for
Federal income tax purposes.

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

(3) VENTURE AGREEMENTS

The terms of the venture agreements are summarized as follows:

(a) General

The Partnership, at December 31, 1995, is a party to one operating
joint venture agreement (the Partnership's interest in T&C was terminated
in 1995, (see note 3(b)). Pursuant to such agreement, the Partnership made
initial capital contributions of approximately $19,435,000 (before legal
and other acquisition costs and its share of operating deficits as
discussed below). Under certain circumstances, either pursuant to the
remaining venture agreement or due to the Partnership's obligations as a
general partner, the Partnership may be required to make additional cash
contributions to the remaining venture.

(b) Town and Country

On December 5, 1995, the lender realized upon its security for its
non-recourse loan, which included the land, buildings and related
improvements of the Town and Country Center as further described below.

In February 1983, the Partnership acquired, through an existing joint
venture partnership with an investor and the developer of Town and Country,
an interest in an enclosed shopping center in Houston, Texas. The
Partnership acquired its interest through a joint venture partnership
("T&C") with JMB Income Properties, Ltd.- VIII ("JMB-VIII"), a partnership
sponsored by the Managing General Partner of the Partnership.

The Partnership acquired an interest in T&C for a purchase price of
$11,000,000 (31.43%) of a total of $35,000,000 invested in T&C by the
Partnership and JMB - VIII. On December 30, 1992, the T&C venture and the
developer each purchased 50% of the investor's interest in Town and Country
for $150,000 each. The property was subject to a first mortgage note in
the original amount of $33,390,000.

The terms of the T&C partnership agreement provided that all of T&C's
share of the Town & Country's annual cash flow, net proceeds from sale or
refinancing, profits and losses and tax items are allocated between the
Partnership and JMB - VIII based upon the ratio of capital contributions
made by each partner (31.43% by the Partnership and 68.57% by JMB - VIII).
The T&C partnership was allocated 73.07% of Town and Country's operating
profits and losses.

Town & Country's net cash flow was distributable as follows: first,
T&C was entitled to receive the cumulative deficiency in its preferred cash
return through 1992; next, the developer was entitled to receive a
cumulative amount equal to its unreimbursed capital contributions used to
fund operating deficits incurred with respect to the property and T&C's
preferential return in prior years; finally, any cash flow in excess of
these preferred amounts was to be distributable 73.07% to T&C and 26.93% to
the developer. The Partnership did not receive any distributions from T&C
in 1995, 1994 or 1993. Any operating deficits were funded by contributions
to the venture by the venture partners in the ratio of their respective
residual ownership percentages.

Upon sale of the shopping center, T&C was entitled to a preferential
share of the net sale proceeds plus any deficit in T&C's cumulative annual
preferred return. However, there were no distributable proceeds from the
disposition of the property.

Town and Country was also obligated under a 12% promissory note
payable ($991,686 outstanding at December 5, 1995 (immediately prior to the
disposition) and at December 31, 1994) to an affiliate of the developer
which matured June 30, 1993. The Partnership and JMB-VIII had reached an
agreement in principle with the developer to extend the original due date
of the promissory note. Although no interest payments were being made
currently, the venture continued to accrue interest on the note at the
original contract rate. As of the date of disposition of the Property,
such promissory note was cancelled and the note (including accrued interest
of $586,537 at December 5, 1995 (immediately prior to the disposition) was
treated as a capital contribution by the unaffiliated venture partner.

Through December 5, 1995, (immediately prior to the disposition) the
Partnership and its affiliated joint venture partner had made interest-
bearing loans aggregating $4,740,437 to the T&C venture to fund operating
deficits at the property pursuant to a proposed amendment to the Town and
Country joint venture agreement. However, such proposed amendment was not
executed prior to termination. The Partnership's portion of these loans
were $1,489,920 (including accrued interest) and has been reflected as
contributions to unconsolidated venture in the consolidated financial
statements and have been netted into the gain on disposition as of December
5, 1995.

Pursuant to the terms of the joint venture agreement, the Partnership
and its joint venture partners also made advances aggregating $1,013,880.
The Partnership's portion of these advances was $270,510 and has been
reflected as contributions to the unconsolidated venture in the
consolidated financial statements and have been netted into the gain on
disposition as of December 5, 1995.

Town and Country was approximately 73% occupied (8% represents
temporary tenants) on the disposition date. Town and Country faced strong
competition in its area. T&C Venture had prepared and evaluated a plan for
an extensive renovation and re-merchandising of Town and Country. Given
Town and Country's level of debt, the strong competition that the Town and
Country faced and the significant cost that would have been required to
lease, renovate and re-merchandise Town and Country, T&C Venture decided in
September 1995 not to commit any additional capital to pay continued
operating deficits of Town and Country, including funding for debt service
payments, without obtaining a modification to the existing non-recourse
mortgage loan. Consequently, Town and Country remitted to the lender only
the amount of cash flow from property operations after expenses rather than
the full debt service payment required for the month of September 1995.
The lender was unwilling to modify the loan and realized upon its security
as a result of the default in the payment of debt service.

As a result of the disposition of Town and Country to the lender and
the liquidation of the joint ventures mentioned above, the Partnership has
recognized a gain of approximately $908,413 net of the venture partners'
shares, for financial reporting purposes and a gain of approximately
$3,501,670 net of the venture partners' shares, for Federal income tax
reporting purposes. The Partnership had previously recorded a provision
for value impairment of approximately $30,115,000 (of which the
Partnership's share is $1,686,425) for financial reporting purposes
relating to the underlying real estate assets. There were no proceeds from
the disposition. Under the terms of the applicable venture agreements,
gain on disposition of Town and Country and liquidations of the joint
ventures was to be allocated according to the respective ownership
percentages of the venture partners as previously discussed.

An affiliate of the Managing General Partner of the Partnership had
responsibility for management and leasing of the Town and Country Center
under a management agreement which provides for a management fee based on a
percentage of gross income (as defined) from the property's operations not
to exceed 5% in aggregate.

In July 1983, the Partnership acquired, through a joint venture
partnership, an interest in a 15-story office building in Seattle,
Washington.

The terms of the joint venture partnership agreement provide that the
joint venture partners will not be obligated to make any cash contributions
to the joint venture; however, the value of the joint venture partners'
contribution of their interest in the land to the joint venture was taken
into account in determining the terms of the joint venture partnership
agreement. Distribution of annual cash flow (after debt service) is to be
made first to the Partnership as reimbursement for its aggregate additional
contributions; then the joint venture partners are entitled to receive the
next $90,000 per annum of annual cash flow; the Partnership is entitled to
receive the next $1,078,838, and any excess annual cash flow will be
distributable 92.3% to the Partnership and 7.7% to the joint venture
partners. Distributions of annual cash flow to the Partnership and to the
joint venture partners ceased in prior years. The Partnership has funded
100% of all subsequent deficits at Blanchard Plaza office building.
Consequently, operating profits and losses are allocated 100% to the
Partnership.

The joint venture partnership agreement provides that the net
proceeds, if any, from any sale or refinancing of the property will be
allocated as follows: first to the Partnership as reimbursement for its
aggregate additional capital contributions; then the Partnership shall be
paid the outstanding balance of its $2,000,000 loan to the venture (such
loan has been eliminated in consolidated financial statements, see note 1)
plus any accrued interest thereon (monthly payments of interest only are
due and have been made at a rate of 10.88%); the joint venture partners are
entitled to receive the next $1,250,000 of such proceeds; the Partnership
is entitled to receive the next $15,225,000 and any remaining proceeds will
be distributed 92.3% to the Partnership and 7.7% to the joint venture
partners. The joint venture partnership agreement provides for gain or
loss on the disposition of the property to be allocated to the extent
needed to equalize the capital accounts of the joint venture partners, to
the extent of any net proceeds distributed to the joint venture partners,
and any remaining gain or loss 92.3% to the Partnership and 7.7% to the
joint venture partners.

An affiliate of the Managing General Partner had responsibility for
management and leasing of the Blanchard Plaza office building under a
management agreement which provides for a management fee equal to 4% of
gross income (as defined) from the property's operations. In December
1994, such affiliate sold substantially all of its assets and assigned its
interest in its management contracts including the agreement for the
Blanchard Plaza office building, to an unaffiliated third party (note 6).

The long-term non-recourse mortgage note secured by the Blanchard
Plaza office building located in Seattle, Washington has been extended to
December 1, 1996 when all principal and accrued interest becomes due.
There can be no assurance that the joint venture will be able to further
extend, refinance or obtain alternative financing for all or substantially
all of the mortgage loan when the debt matures (note 4). The joint venture
is preparing to market the Blanchard Plaza office building for sale in
1996. There can be no assurance that a sale of the property will occur.
Also, it is currently expected that any such sale would result in the
return of only a modest portion of the Partnership's original cash invested
in the property.

(4) LONG-TERM DEBT

The long-term non-recourse mortgage note secured by the Blanchard
Plaza office building located in Seattle, Washington was modified effective
December 1, 1988. Such modification, among other things, provided for debt
service to be paid at reduced rates through the May 1, 1991 payment with
the interest rate differential being added monthly to the principal balance
on the note. The mortgage note balance includes cumulative deferred
interest of $2,565,705 and $2,784,297 at December 31, 1995 and 1994,
respectively. The note has been classified as a current liability at
December 31, 1995 and 1994, since an agreement was reached in 1995 to
extend the maturity from December 1, 1995 to December 1, 1996 when all
principal and accrued interest will become due (note 3(c)). The note
accrues interest at a fixed rate of 10.5% and requires monthly payments of
principal and interest of $148,693. The note provides for additional
principal payments of annual net cash flow payable in April of the
following year. As of December 31, 1995, an additional principal payment
of $255,800 is payable in 1996.

(5) PARTNERSHIP AGREEMENT

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

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

The General Partners are not required to make any capital
contributions except under certain limited circumstances upon termination
of the Partnership. Distributions of "cash flow" of the Partnership is
allocated 90% to the Limited Partners and 10% to the General Partners.
However, a portion of such distributions to the General Partners is
subordinated to the Limited Partners' receipt of a stipulated return on
capital.

The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of 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 second fiscal quarter of 1983.
Payment of the portion of sale and refinancing proceeds allocable to the
General Partners pursuant to the above is deferred until such time as the
Limited Partners have received cash distributions, of sale and refinancing
proceeds and of Partnership operations, in an amount equal to the Limited
Partners' initial capital investment in the Partnership plus a 10% annual
return on the Limited Partners' average capital investment. Approximately
$3,197,000 has been deferred by the General Partners pursuant to the
distribution levels described above.

(6) TRANSACTIONS WITH AFFILIATES

The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Managing General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of December 31, 1995, 1994 and 1993 are as follows:

<TABLE>

<CAPTION>
UNPAID AT
DECEMBER 31,
1995 1994 1993 1995
------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property management and
leasing fees (note 3) . . . . . . . $ -- 541,101 199,330 467,897
Insurance commissions . . . . . . . . 5,111 5,769 --
Reimbursement (at cost) for
accounting services . . . . . . . . 40,937 39,493 26,523 --
Reimbursement (at cost) for
portfolio management
services. . . . . . . . . . . . . . 11,832 4,115 -- --
Reimbursement (at cost) for
legal services. . . . . . . . . . . 1,767 4,068 3,813 --
Reimbursement (at cost) for
administrative charges and
other out-of-pocket expenses. . . . 38,441 130,678 119,767 12,970
------- -------- -------- --------

$92,977 724,566 355,202 480,867
======= ======== ======== ========
<FN>

The above table reflects that during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $18,668 that had not previously been reimbursed.

</TABLE>

In December 1994, one of the affiliated property managers sold
substantially all of its assets and assigned its interest in its management
contracts to an unaffiliated third party. In addition, certain of the
management personnel of the property manager became management personnel of
the purchaser and its affiliates. The successor to the affiliated property
manager's assets is acting as the property manager of the Blanchard Plaza
office building after the sale on the same terms that existed prior to the
sale.

Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by and partially reimbursed to, affiliates of the General Partners. Use of
such third parties is not expected to have a material effect on the
operations of the Partnership.

(7) LEASES

As Property Lessor

At December 31, 1995, the Partnership and its consolidated venture's
principal asset is one office building. The Partnership has determined
that all leases relating to this property are properly classified as
operating leases; therefore, rental income is reported when earned and the
cost of the property, excluding the cost of the land, is depreciated over
the estimated useful life. Leases with tenants range in terms from one to
fifteen years and provide for fixed minimum rent and partial reimbursement
of operating costs.

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 operating leases are as follows:

1996 . . . . . . . . . . . .$ 3,388,810
1997 . . . . . . . . . . . . 3,379,846
1998 . . . . . . . . . . . . 3,034,011
1999 . . . . . . . . . . . . 3,090,268
2000 . . . . . . . . . . . . 2,906,820
Thereafter . . . . . . . . . 6,007,629
-----------
Total. . . . . . . . . . $21,807,384
===========

The Partnership leases approximately 63% of the available space of the
property to one tenant under a seven year lease term. This tenant
represented approximately 71% of total revenue for the year ended December
31, 1995, and all of the accrued rents receivable at December 31, 1995.
The tenant's principal business is that of a governmental agency.

(8) INVESTMENT IN UNCONSOLIDATED VENTURE

Summary financial information for the Town and Country venture (for
the period ending December 5, 1995 (the disposition date) note 3(b)) and as
of and for the year ended December 31, 1994 are as follows:

1995 1994
----------- -----------

Current assets. . . . . . . . . . $ -- 2,033,870
Current liabilities . . . . . . . -- 3,813,317
----------- -----------
Working capital. . . . . . -- (1,779,447)
----------- -----------
Investment property, net. . . . . -- 59,054,204
Other assets. . . . . . . . . . . -- 1,523,836
Other liabilities . . . . . . . . -- (1,097,400)
Long-term debt. . . . . . . . . . -- (29,651,372)
Venture partners'
subordinated equity. . . . . . . -- (26,726,921)
----------- -----------
Partners' capital. . . . . $ -- 1,322,900
=========== ===========
Represented by:
Invested capital. . . . . . . . $13,321,032 12,787,758
Cumulative distributions. . . . (6,460,225) (6,460,225)
Cumulative losses . . . . . . . (6,860,807) (5,004,633)
----------- -----------
$ -- 1,322,900
=========== ===========
Total income. . . . . . . . . . . $ 5,664,565 6,934,956
=========== ===========
Expenses applicable to
operating loss . . . . . . . . . $39,731,163 10,486,956
=========== ===========
Operating loss. . . . . . . . . . $34,066,598 3,551,999
=========== ===========
Gain on disposition . . . . . . . $ 2,589,331 --
=========== ===========

Also, for the year ended December 31, 1993, total income, expenses
applicable to operating loss and operating loss were $8,471,063,
$10,895,645 and $2,424,582, respectively, for the unconsolidated venture
noted above.

<TABLE>

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1995
<CAPTION>

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

OFFICE
BUILDING

Seattle,
Washington (D) (D)
(C) . . . . .$15,565,705 1,254,177 30,723,718 (354,879) (4,648,490) 899,298 26,075,228
=========== ========= ========== ======== ========== ======== ==========

</TABLE>

<TABLE>

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1995
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
TOTAL(E) DEPRECIATION(F) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
------------- ---------------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>

OFFICE
BUILDING

Seattle,
Washington
(C) . . . . . . . $26,974,526 13,726,829 1982 7-29-83 5-30 years 228,695
=========== ========== =======

<FN>
_______________

Notes:

(A) The initial cost to the Partnership 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 December 31, 1995 for Federal income tax
purposes was $35,892,041.
(C) The property is owned and operated by joint venture; see Note 3.
(D) In 1992, the Partnership recorded a provision for value impairment, the portion allocated
to land and buildings and improvements totalled $10,409,860.

</TABLE>

<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(E) Reconciliation of real estate owned:

<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . $ 26,922,450 26,501,453 26,391,570
Additions during period. . . . . . . . . . . . . 52,076 420,997 109,883
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . $ 26,974,526 26,922,450 26,501,453
============ ============ ============

(F) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . $ 12,728,252 11,757,848 10,791,751
Depreciation expense . . . . . . . . . . . . . . 998,577 970,404 966,097
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . $ 13,726,829 12,728,252 11,757,848
============ ============ ============

</TABLE>

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

There were no changes of or disagreements with accountants during
fiscal years 1994 and 1995.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers and directors and members of their families. JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property must be approved by the
Associate General Partner of the Partnership, ABPP Associates, L.P.
Effective December 31, 1995, ABPP Associates, L.P. acquired the general
partnership interest in the Partnership of the Associate General Partner,
Income Associates-IX, L.P., (which constituted substantially all of the
assets of Income Associates-IX, L.P.). ABPP Associates, L.P. an Illinois
limited partnership with JMB as the sole general partner, continues as the
Associate 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 the executive and certain other officers of the Managing
General Partner are as follows:

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

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

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 5, 1996. 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 Managing General Partner to be held on June 5,
1996. 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-X ("Carlyle-X"),
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") and
Carlyle Income Plus, Ltd.-II ("Carlyle Income Plus-II") and the managing
general partner of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB
Income Properties, Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI
("JMB Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB
Income Properties, Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI
("JMB Income-XI"), JMB Income Properties, Ltd.-XII ("JMB Income-XII"), and
JMB Income Properties, Ltd.-XIII ("JMB Income-XIII"). JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships. Most of the foregoing directors and officers are also
officers and/or directors of the various affiliated companies of JMB
including Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")), Arvida/JMB Managers-II, Inc. (the general
partner of Arvida/JMB Partners, L.P.-II ("Arvida-II")), and Income Growth
Managers, Inc. (the corporate general partner of IDS/JMB Balanced Income
Growth, Ltd. ("IDS/BIG")). Most of such directors and officers are also
partners of certain partnerships which are associate general partners in
the following real estate limited partnerships: Carlyle-VII, Carlyle-IX,
Carlyle-X, Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV,
Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII, 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 Managing General Partner of the Partnership in
addition to that described above is as follows:

Judd D. Malkin (age 58) 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. He is a Certified
Public Accountant.

Neil G. Bluhm (age 58) 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 57) 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 54) 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 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

John G. Schreiber (age 49) 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 trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. Mr.
Schreiber 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 also director of a number
of investment companies advised by T. Rowe Price Associates and its
affiliates. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

H. Rigel Barber (age 46) 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 48) has been associated with JMB since December,
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

Gary Nickele (age 43) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

Gailen J. Hull (age 47) 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 60) 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 General Partners of
the Partnership are entitled to receive a share of cash distributions, when
and as cash distributions are made to the Limited Partners, and a share of
profits or losses. Reference is also made to Note 5 for a description of
such transactions, distributions and allocations. No cash distributions
were paid in 1995, 1994 and 1993 to the General Partners.

An affiliate of the Managing General Partner provided property
management services to the Partnership in 1994 for the Blanchard Plaza
office building in Seattle, Washington for a fee calculated at 4% of gross
income from the property until December 1994 when the affiliate sold
substantially all of its assets and assigned its interest in its management
contracts to an unaffiliated third party (see Note 6). As of December 31,
1995, $467,897 of leasing fees to the affiliated management company were
unpaid. As set forth in the Prospectus of the Partnership, the Managing
General Partner must negotiate such agreements on terms no less favorable
to the Partnership than those customarily charged for similar service in
the relevant geographical area (but in no event at rates greater than 4% of
gross income from a property), and such agreements must be terminable by
either party thereto, without penalty upon 60 days' notice.

The General Partners of the Partnership may be reimbursed for their
salaries, salary-related expenses and direct expenses relating to the
administration of the Partnership and the operation of the Partnership's
real property investments. During 1995, the Managing General Partner
earned reimbursement for such expenses in the amount of $92,977, of which
$12,970 was unpaid.

Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by, and partially reimbursed to, affiliates of the General Partners.

The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner of the Partnership or
its affiliates. The relationship of the Managing General Partner (and its
directors and officers) to its affiliates is set forth above in Item 10
above and Exhibit 21 hereto.

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

(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

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

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership JMB Realty Corporation 100 Interests Less than 1%
Interests directly

Limited Partnership Managing General 100 Interests Less than 1%
Interests Partner, its directly
officers and directors
and the Associate
General Partner
as a group
<FN>
No officer or director of the Managing 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.

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Note 6, 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 report).

(2) Exhibits.

3-A. The Prospectus of the Partnership dated April 14,
1982, as supplemented September 23, 1982, January 11, 1983, February 22,
1983, and March 28, 1983, and filed with the Commission pursuant to Rules
424(b) and 424(c), is hereby incorporated herein by reference. Copies of
pages 8-16, 118-120 and A-6 to A-9 are incorporated herein by reference to
Exhibit 3 to the Partnership's report on Form 10-K (File No. 0-12432) for
December 31, 1992 dated March 19, 1993.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which is hereby
incorporated herein by reference to Exhibit 3 to the Partnership's report
on Form 10-K (File No. 0-12432) for December 31, 1992 dated March 19, 1993.

4-A. Modification documents relating to the long-term
mortgage note secured by the Blanchard Plaza Building in Seattle,
Washington are hereby incorporated by reference to Exhibit 4-A to the
Partnership's Report on Form 10-K (File No. 0-12432) for December 31, 1992
dated March 19, 1993.

4-B. Modification documents relating to the extension
of the mortgage note secured by Blanchard Plaza Building in Seattle,
Washington are filed herewith.

10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Blanchard Plaza Building in Seattle,
Washington are hereby incorporated by reference to the Partnership's Report
on Form 8-K (File No. 0-12432) dated July 29, 1983.

10-B. Disposition documents relating to the Partnership
transferring its interest in the Town and Country Center in Houston Texas
are filed herewith.

21. List of Subsidiaries

24. Powers of Attorney

27. Financial Data Schedule

99-A. Form 8K for December 5, 1995 describing the
disposition of the Town and Country Center dated January 9, 1996 is filed
herewith.

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

The Partnership's Report on Form 8-K for December 5,
1995 (File No. 0-12432) describing the disposition of the Town and Country
Center was filed. No financial statements were required to be filed
therewith.

----------------
No annual report or proxy material for the fiscal year
1995 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
Act of 1934, the Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

JMB INCOME PROPERTIES, LTD. - IX

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1996

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
Managing General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1996

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1996

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1996

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1996

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1996

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1996

By: STUART C. NATHAN*
Stuart C. Nathan, Executive Vice President
and Director
Date: March 25, 1996

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

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 25, 1996

JMB INCOME PROPERTIES, LTD. - IX

EXHIBIT INDEX

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

3-A. Pages 8-16, 118-120 and A-6
to A-9 of the Prospectus of
the Partnership dated
April 14, 1982 Yes

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

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

4-B. Modification documents
related to the extension
of the mortgage note
secured by the Blanchard
Plaza Building No

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

10-B. Disposition documents
related to Town and
Country Center No

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

99-A. Form 8K for Town and
Country Center dated
January 9, 1996 Yes

JMB INCOME PROPERTIES, LTD. - IX
EXHIBIT 4B
--------------------------------------

AMENDED AND RESTATED
PROMISSORY NOTE
(Secured)

$15,565,704.80 December 14, 1995
Seattle, Washington

THIS AMENDED AND RESTATED PROMISSORY NOTE (Secured) amends and
restates, in its entirety, that certain Promissory Note (Secured) in the
amount of $13,000,000.00 dated as of January 24, 1984 and amended June 12,
1989 (herein collectively referred to as the "Original Note"). The Original
Note is amended and restated, in its entirety, as follows:

1. PROMISE TO PAY

FOR VALUE RECEIVED, the undersigned Borrower, PLAZA/SEATTLE LIMITED
PARTNERSHIP, a Washington limited partnership, promises to pay in lawful
money of the United States of America, to the order of PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY, f/k/a BANKERS LIFE COMPANY, 711 High Street, Des
Moines, Iowa 50392, or such other place either within or without the state
of Washington as the holder of this note may designate in writing from time
to time, the principal sum of FIFTEEN MILLION FIVE HUNDRED SIXTY-FIVE
THOUSAND SEVEN HUNDRED FOUR AND 80/100 DOLLARS ($15,565,704.80) with
interest thereon from the date hereof at the rate set forth below.

2. TERMS

Where used herein, the following definitions apply:

-- The "Commitment' refers to that letter of commitment issued to
Plaza/Seattle Limited Partnership, a Washington limited partnership, by
Bankers Life. The Commitment constitutes the mortgage loan commitment
number 202568 dated August 19,1983, and those amendments accepted by Lender
reflected in the exchange of correspondence between Lender and Borrower
dated August 29, 1983, September 12, 1983, September 16, 1983, September
28, 1983, and September 30, 1983, Revised Mortgage Loan Application dated
November 29,1995 and Approval Letter dated December 1,1995.

-- The words "Loan Documents' are intended to be comprehensively
construed to mean any obligation, regardless of whether executed by
Borrower directly to the Lender, and under which documents the Lender
herein has an expectation of performance in connection with this
transaction. Such documents or obligations include, without limitation,
this Amended and Restated Promissory Note (the

-2-

"Note"), the Amended and Restated Deed of Trust (the "Deed of
Trust") and the Amended and Restated Assignment of Lessor's Interest in
Leases, both executed currently herewith, any loan agreement and
application between Borrower and Lender, and other security agreements
securing this Note and all other loan documents, certificates and
agreements executed in connection with this loan.

3. TERM OF THE LOAN

This loan shall be for a term of one (1) year, commencing on the date
of this Note and ending on December 1, 1996.

4. INTEREST RATE

The interest rate shall be 10.5% per annum.

Interest on the calculations pursuant to this paragraph 4 shall be
based on a 360-day year (twelve 30 day months).

5. PAYMENTS

Commencing on January 1, 1996, principal and interest shall be due
and payable in installments of One Hundred Forty-Eight Thousand Six Hundred
Ninety-Three and 08/100 Dollars ($148,693.08), with an installment in a
like amount due and payable on the same day of each month thereafter until
all said principal and interest are fully paid, except that the remaining
principal and interest shall be due and payable on December 1, 1996
("Maturity Date"). Each installment shall be credited first upon interest
accrued and the remainder upon principal, and interest shall cease to
accrue upon principal so credited. The principal and interest shall be
calculated using a 285 month amortization schedule.

On April 1, 1996, Borrower shall pay to Lender the in "Annual Cash
Flow Payment" with respect to 1995, to be applied against the principal
balance. "Annual Cash Flow Payment" for 1995 means an amount equal to the
"Cash Flow", if any, from the property for such year. "Cash Flow" for any
period means the excess, if any, of the "Cash Income" for such period over
the "Cash Expenditures" for such period. "Cash Income" for any period means
all rents, reimbursements and other payments under leases with respect to
the property and parking revenue received by Borrower from any tenant or
lessor during such period. "Cash Expenditures" for any period means cash
expenditures made by Borrower during such period in the operation of the
property, including, but not limited to, payroll, business taxes and real
and personal property taxes and assessments and insurance premiums,
payments of principal and interest and all other sums with respect to all
funds loaned by Lender, and payments for or with respect to tenant
improvements, leasing commissions, capital expenditures and reimbursements
to the property manager (but "Cash Expenditures" will not include any
management fees).

- 3 -

6. NO PREPAYMENT

No privilege is reserved by Borrower to prepay any principal of this
Note prior to maturity except that, after thirty (30) days prior written
notice to Lender, to prepay in full, but not in part, all principal and
interest to the date of prepayment, along with all sums, amounts, advances,
or charges due under any instrument or agreement by which this Note is
secured, upon the payment of the applicable "Make Whole Premium." The Make
Whole Premium shall be calculated as follows:

PREPAYMENT PERIOD BETWEEN DECEMBER 1, 1995 THROUGH FEBRUARY 29, 1996

(a) Determine the "Reinvestment Yield." The Reinvestment
Yield will be equal to the yield on the 7 1/2% December,
1996 U.S. Treasury Issue ("primary issue")* published two weeks prior to
the date of prepayment and converted to an equivalent monthly compounded
nominal yield.

*In the event there is no market activity involving the primary
issue at the time of prepayment, Beneficiary shall choose a comparable
Treasury Bond, Note or Bill ("secondary issue") which Beneficiary deems to
be similar to the primary issue's characteristics (i.e., rate, remaining
time to maturity, yield).

(b) Calculate the "Present Value of the Mortgage." The
Present Value of the Mortgage is the present value of the
payments to be made in accordance with the Note (all installment payments
and any remaining payment due on the Maturity Date) discounted at the
Reinvestment Yield for the number of months remaining from the date of
prepayment to the Maturity Date.

(c) Subtract the amount of the prepaid proceeds from
the Present Value of the Mortgage as of the date of
prepayment. Any resulting positive differential shall be the premium.

PREPAYMENT BETWEEN MARCH 1, 1996 THROUGH AUGUST 31, 1996

(a) Determine the "Reinvestment Yield." The Reinvestment
Yield will be equal to the yield on the 7 1/2% December
1996 U.S. Treasury Issue ("primary issue")* published two weeks prior to
the date of prepayment and converted to an equivalent monthly compounded
nominal yield, with 50 basis points (.5%) added to it.

-4-

(c) Subtract the amount of the prepaid proceeds from
the Present Value of the Mortgage as of the date of
prepayment. Any resulting positive differential shall be the premium.

PREPAYMENT BETWEEN SEPTEMBER 1, 1996 AND DECEMBER 1, 1996

No Make Whole Premium shall be due.

The Borrower agrees that (x) if such default occurs between December
1, 1995 and August 31, 1996, (y) if the default is not cured following any
applicable notice and grace period, and (z) if the Lender has accelerated
the whole or any part of the principal sum evidenced hereby, the Borrower
waives any right to prepay said principal sum in whole or in part without
premium and agrees to pay as yield maintenance protection and not as a
penalty, the applicable Make Whole Premium. No Make Whole Premium shall be
due and payable if insurance or condemnation proceeds are applied to any
outstanding indebtedness.

7. DEFAULT AND ACCELERATION

(a) A "default" pursuant to the terms of this Note shall
mean:

1. the failure to make any payment of principal or
interest when due;

ii. the failure to perform any of the conditions or
covenants of any Loan Agreement between Lender and
Borrower, or the conditions or covenants of the Deed of Trust securing this
Note, or the conditions or covenants of any other of the Loan Documents
executed by the Borrower in connection with this Note.

(b) Time is of the essence with respect to any of the
Borrower's acts, conditions, or covenants which, if not performed, would
constitute an event of default.

(c) Before availing itself of its right to acceleration of
principal and accrued interest, Lender shall give Borrower written notice
of any default by a form of mail requiring an acknowledgment of receipt.
Such notice shall be sent to the Borrower at the following address or such
other address as Borrower may in writing request for purposes of notice:

-5-

Plaza/Seattle Limited Partnership
Attention: Stephen A. Lovelette
c/o JMB Realty Corporation
900 North Michigan, Suite 1900
Chicago, Illinois 60611

with copy to:

Pircher, Nichols & Meeks
Attention: Real Estate Notices/SCS
1999 Avenue of the Stars
Los Angeles, California 90067

Unless specifically covered by other time limits
contained in the Loan Documents, any breach that is capable of being cured
simply by the payment of money (as opposed to making repairs or performing
services) shall be cured within thirteen (13) days written notice of such
breach given by Lender to Borrower. If such breach shall not be cured
within such 13 day period, such breach shall constitute an event of
default. Any breach that is capable of being cured by means other than
simply the payment of money shall be cured within twenty (20) days' written
notice of such breach given by Lender to Borrower. Any such non-monetary
default which is not cured within said 20-day period shall constitute an
event of default; provided that if such non-monetary breach cannot be
reasonably cured within said 20 days, such breach shall not constitute an
event of default so long as Borrower commences to cure such breach within
said 20 days and thereafter continues diligently to cure said breach.

If Borrower, after notice, fails to timely cure a monetary, or
to commence cure of a non-monetary, default, the Note may be accelerated at
the option of Lender pursuant to written notice to Borrower.

Upon timely cure of a default, the Note shall be deemed
reinstated and thereafter payable in accordance with its terms.

8. INTEREST AFTER DEFAULT

Upon the Note becoming due, or after a default which is not cured as
stated, the entire principal sum and accrued interest shall at once become
due and payable upon notice to Borrower, and thereafter the principal sum
and accrued interest shall bear interest at a rate two percent (2%) per
annum over the rate then in effect or two percent (2%) over the "large
business" prime rate designated by Key National Bank, or its successors, as
may be changed from time to time after default, whichever is from time to
time higher. Failure to exercise this option shall not constitute a waiver
of the right to exercise the same in the event of any subsequent default.

-6-

9. LATE CHARGES

In the event that any payment or portion thereof is not paid within
ten (10) days from the date the same is due, Borrower agrees to pay Lender
a late charge of five cents ($.05) for each dollar so overdue.

10. USURY AND GOVERNING LAW

The parties agree and intend to comply with the usury laws of
Washington and, notwithstanding anything contained herein or in any other
document related hereto, the effective rate of interest to be paid on this
Note (including all costs, charges, and fees which are characterized as
interest under Washington law) shall not exceed the maximum rate of
interest permitted by Washington law. Lender agrees not to knowingly
collect any interest (whether denominated as fees, interest, or other
charges) which will render the interest rate hereunder usurious, and if any
payment of interest or fees by Borrower to Lender would render this Note
usurious, Borrower agrees to give Lender written notice of such fact with
or in advance of such payment. If Lender should receive any payment which
constitutes interest under Washington law in excess of the maximum lawful
rate (whether denominated as interest, fees, or other charges), the amount
of interest received in excess of the maximum lawful rate shall
automatically be applied to reduce the principal balance, regardless of how
such sum is characterized or recorded by the parties.

This Note shall be construed, enforced, and otherwise governed by the
laws of the State of Washington. Borrower hereby consents to the
jurisdiction of the courts of the State of Washington and agrees that the
venue of any action shall be in King County.

If any legislation is passed affecting this Note which adversely
affects Lender's ability to collect the amounts of interest provided in
this Note, and in the manner provided, then Lender shall have the election
upon thirty (30) days' prior written notice to Borrower to demand the
payment of all principal and accrued interest, unless Borrower and Lender
agree to alteration of this Note under such terms as would provide Lender
with the same equivalent return to Lender as it would have received prior
to the passage of such legislation.

11. NON-WAIVER OF BREACH

The failure of Lender to exercise any remedy under the terms of this
Note, or under the terms of any Loan Documents securing this Note, shall
not constitute a waiver of any further default; and the Lender hereunder
may subsequently exercise any rights or remedies it has, it being
understood that all rights and remedies of the Lender are cumulative.

12. COLLECTION COSTS

If a suit or action is brought on this Note, or if the services of an
attorney are employed for the enforcement of any provisions of this Note or
the security securing this Note, the

-7 -

undersigned agrees to pay all costs of collection, including attorneys'
fees and any accountants' or appraisers' fees reasonably incurred for
collection or enforcement.

13. WAIVER OF PROTEST

The undersigned, and all endorsers and all persons liable or to
become liable on this Note, severally waive diligence, presentment for
payment, demand, protest and notice of demand, protest, and nonpayment, and
consent to any and all renewals and extensions of the time of payment
hereof, and further agree that at any time the terms of payment hereof may
be modified or security released by agreement between Lender and any owner
of the premises affected by the instrument securing this Note without
affecting the liability of any party to this Note or any person liable or
to become liable with respect to any indebtedness evidenced thereby.

Each of the undersigned executes this Note as a maker and not as an
endorser.

14. LIMITATION OF RECOURSE

Notwithstanding the previous paragraph or any other provision of this
Note, Lender agrees to limit its recourse for nonpayment of this Note or
breach of the covenants in the Deed of Trust or other Loan Documents which
are security for or executed or given in connection with this Note to
realization upon the security for this Note; provided, however, the
foregoing provision shall not apply to a default by Borrower (other than
nonpayment of this Note) of any of Borrower's obligations as a lessor
pursuant to the terms of any lease now in existence or hereafter made
regarding the premises securing this Note.

15. "LENDER"

As used herein, the term "Lender" shall mean the holder and owner of
this Note.

-8-

BORROWER:

PLAZA/SEATTLE LIMITED PARTNERSHIP,
a Washington limited partnership

By: JMB INCOME PROPERTIES, LTD. - IX,
an Illinois limited partnership, General Partner

By: JMB REALTY CORPORATION, a
Delaware corporation, Managing General
Partner

By
Vice President and
Authorized signatory for JMB
REALTY CORPORATION, Managing
General Partner of JMB INCOME
PROPERTIES, LTD. - IX, General
Partner of PLAZA/SEATTLE LIMITED
PARTNERSHIP

LENDER:

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
an Iowa corporation

By: BRAD BENSON
Title: Assistant Director

By: RONALD B. FRANKLIN
Title: Director

AMENDED AND RESTATED
ASSIGNMENT OF LESSOR'S INTEREST IN LEASES

THIS AMENDED AND RESTATED ASSIGNMENT OF LESSOR'S INTEREST IN LEASES
(the "Assignment") amends and restates, in its entirety, that Assignment of
Lessor's Interest in Leases dated January 24, 1984 and recorded on January
24, 1984 as Instrument No. 840124-0784 in the Official Records of County of
King, State of Washington, and amended June 12, 1989 in accordance with the
Amendment to Deed of Trust, Assignment of Rents and Security Agreement,
Secured Promissory Note and Assignment of Lessor's Interest in Leases
recorded on July Il, 1989 as Instrument No. 8907111158 in the County of
King, State of Washington, by and between Assignee and Assignor named
herein below, collectively referred to as the "Original Assignment.

FOR VALUE RECEIVED, PLAZA/SEATTLE LIMITED PARTNERSHIP, a Washington
limited partnership ("Assignor" herein), hereby assigns to PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY, f/k/a BANKERS LIFE COMPANY, whose address is 711
High Street, Des Moines, Iowa 50392 ("Assignee" herein), all Assignor's
right, title, and interest in and to all leases now or hereafter existing,
including, without limitation subleases thereof and any and all extensions,
renewals, and replacements thereof, and all rental or occupancy agreement
and the like affecting all or any part of the premises described in
Schedule A attached hereto and by this reference made a part hereof. The
foregoing leases, subleases, rental or occupancy agreements and the like
hereby assigned are referred to herein as the "Leases";

TOGETHER with any and all guaranties of tenants' performance under
the Leases.

Assignor also hereby assigns to Assignee all rents, income,
receipts, revenues, issues, and profits arising from the Leases and
renewals or extensions thereof, together ,with all of the right, power, and
authority of Assignor to alter, modify, or change the terms of the Leases
or to surrender, cancel, or terminate the same without the prior written
consent of Assignee. For the purpose of this Assignment, rents, income,
receipts, revenues, issues, and profits include but are not limited to
minimum rents, additional rents, percentage rents, deficiency rents,
liquidated damages following default, and all proceeds payable under any
policy of insurance covering loss of rents resulting from untenantability
caused by destruction or damage to the premises, together with any and all
rights and claims of any kind which Assignor may have against any tenant
under the Lease or any subtenants or occupants of the premises. This
Assignment is made for the purpose of securing the payment of the
indebtedness evidenced by that certain note, including any extensions,
modifications, or renewals thereof, in the principal sum of $15,565,704.80,
or so much thereof as may have been advanced, executed by Assignor of even
date herewith, payable to the order of Assignee and secured by a deed of
trust on the real property described above, as well as payment of all other
sums becoming due to Assignee under the provisions of this Assignment or of
such note and deed of trust as well as payment of all other sums now or
hereafter borrowed from Assignee by Assignor, and to secure the

-2-

performance and discharge of each and every obligation, covenant, and
agreement of Assignor herein and in the note and deed of trust.

The words "default" or "event of default" shall have the meaning
ascribed to them or defined in the Promissory Note, Deed of Trust, or other
Loan Documents executed contemporaneously with this Assignment.

Assignor covenants, warrants, and agrees as follows:

1. Assignor is the owner of the lessor's entire interest in
each of the Leases described in this Assignment; each of the Leases is in
full force and effect and is a valid and enforceable agreement in
accordance with its terms; Assignor has not sold, assigned, transferred,
mortgaged, or pledged the rents from the premises, whether now due or
hereafter to become due, and none of the Leases described is in default.

2. Assignor has duly and conscientiously performed all the
terms, covenants, conditions, obligations, and warranties of the Leases on
Assignor's part to be kept, observed, and performed, and Assignor shall
continue to observe and perform all of the terms, covenants, conditions,
obligations, and warranties imposed upon the landlord in each of the Leases
and shall not do or permit anything to be done to impair the security of
this Assignment. Assignor shall not (except for security deposits.) collect
any of the rent, income, or profits arising or accruing from the premises
more than one (1) month in advance of the time when the same become due
under the terms of the Leases, shall not discount any future accruing
rents, shall not execute any other assignment of the Leases or assignment
of rents for the premises unless the same shall recite that it is subject
to the terms hereof, and for all leases in excess of 16,500 rentable square
feet shall not alter, modify, or change the terms of, or surrender, cancel,
or terminate the same without the prior written consent of Assignee.

3. Notwithstanding anything herein to the contrary, Assignor
reserves the right, so long as there is no uncured default by Assignor in
the payment of any indebtedness secured hereby or in the performance of any
obligation, covenant, or agreement herein or in the deed of trust or
Leases, to collect, upon but not prior to accrual, all rents, issues, and
profits from the leased premises and retain, use, and enjoy the same.

4. Assignor hereby assigns and transfers to Assignee any and
all further leases and all renewals of existing Leases upon all or any part
of the premises described above and shall execute and deliver, at the
request of Assignee, all such further documents as may be required by
Assignee from time to time and consistent with this transaction.

5 . The rents due and issuing from the premises or from any
part thereof for any period subsequent to the date hereof have not been
collected and payment of any of the same has not otherwise been
anticipated, waived, released, discounted, set off, or otherwise discharged
or compromised.

-3-

6. For all leases in excess of 16,500 rentable square feet,
Assignor shall give prompt written notice to Assignee of: (a) any failure
on the part of Assignor to observe, perform, or discharge any of the
obligations, terms covenants, conditions, and warranties of the Leases, and
(b) any notice, demand, or other document received by Assignor from any
tenant or subtenant under the Leases specifying any default claimed to have
been made by Assignor under the Leases.

7 . Assignor agrees not to enter into any further Leases of the
premises without the prior written approval of Assignee. This approval is
waived provided Lessor is not in material default of any of its Loan
Documents with Assignee for any lease of less than 16,500 square feet.
Approval shall be deemed given, unless objected to in writing, fifteen (15)
days after Assignor's written request for approval has been transmitted to
Assignee.

8. Assignor shall appear in and defend any action or
proceeding arising under, occurring out of, or in any manner connected with
the Leases or the obligations, duties, or liabilities of Assignor and any
tenant thereunder and upon request by Assignee, will do so in the name and
on behalf of Assignee, but in all cases at the expense of Assignor.

9. Assignor shall pay all costs and expenses of Assignee,
including attorneys' fees in a reasonable sum, in any action or proceeding
in which Assignee may appear in connection herewith.

10. In the event any lessee to a lease in excess of 16,500
rentable square feet should be the subject of a proceeding under the
Federal Bankruptcy Act or any other federal, state, or local statute which
provides for the possible termination or rejection of the Leases assigned
hereunder, Assignor covenants and agrees that in the event any of the
Leases is so rejected, no damages settlement shall be made without the
prior written consent of Assignee and further that any check in payment of
damages for rejection of any Lease will be made payable to both Assignor
and Assignee; and Assignor hereby assigns any such payment to Assignee and
further covenants and agrees that upon request of Assignee it will duly
endorse to the order of Assignee any such check, the proceeds of which will
applied to any portion of the indebtedness secured by this Assignment as
Assignee may elect.

11. In the event of an uncured default in the payment of any
indebtedness or in the performance of any obligation, covenant, or
agreement secured hereby, Assignee may, without waiving such default, take
possession of the premise described above and hold, manage, lease, and
operate the same on such terms and for such period of time as Assignee may
deem necessary; and may collect and receive all rents, issues, and profits
from the premises, with full powers from time to time to make all
alterations, renovations, repairs, or replacements thereto as may seem
proper to Assignee, whether or not required of the lessor pursuant to the
Leases, and to apply such rents, issues, and profits to the payment of all
costs incurred by Assignee, including, without limitation, costs incurred
in connection with the operation and management of the premises, including
payment of management, brokerage, and attorneys' fees, all taxes, charges,
claims, assessments, utilities, rents, and an other liens which may be
prior to the deed of trust debt, and premiums for any insurance, with
interest on all such

-4-

items, with the remaining amount applied to the indebtedness secured hereby
together with all costs and attorneys' fees.

12. Assignee shall not be obligated to perform or discharge, nor
does it hereby undertake to perform or discharge, any obligation, duty, or
liability under the Leases and Assignor shall and does hereby agree to
indemnify Assignee for and hold Assignee harmless from any and all claims
and demands whatsoever which may be asserted against Assignee by reason of
any alleged obligations or undertakings on its part in connection with the
Leases or the leased premises, provided, however, the foregoing shall not
apply to the acts of the Assignee after it has possession and control of
the premises subsequent to a default by the Assignor.

13. Upon the payment in full of all indebtedness secured hereby,
this Assignment shall be of no further force and effect; however, the
affidavit, certificate, letter or statement of any officer, or attorney of
Assignee to the effect that some portion of the indebtedness remains unpaid
shall constitute conclusive evidence of the validity, effectiveness, and
continuing force of this Assignment, and any person is hereby authorized to
rely thereon. Any demand by Assignee on a tenant for the payment of rent or
any default claimed by Assignee shall be sufficient for such tenant to make
all further payments to Assignee.

14. Assignee may take or release other securities, release any
party primarily or secondarily liable for any indebtedness secured hereby,
and may grant extensions, renewals, and indulgences with respect to such
indebtedness and apply any other security or proceeds to the satisfaction
of such indebtedness without prejudice to any of its right hereunder.

15. Nothing contained herein and no act done admitted by Assignee
pursuant to powers and rights granted herein shall be deemed to be a waiver
by Assignee of it rights and remedies under the Amended and Restated
Promissory Note (Secured) (the "Note") and Amended and Restated Deed of
Trust, Assignment of Rents and Security Agreement (the "Deed of Trust")
under the terms of this Assignment, and Assignee shall have the right to
collect such indebtedness and to enforce any other security therefor in the
exercise by Assignee, simultaneously with or in any order it may so choose
to any action taken by Assignee hereunder.

16. This Assignment is binding upon and inures to the benefit of
Assignee and any holder of the note and deed of trust referred to above and
is binding upon Assignor and any owner of the above described premises.

17. It is agreed that Assignee's sole source of satisfaction of
Assignor's indebtedness is limited to the premises granted as security, its
rents and profits, insurance policies, condemnation, and other properties
granted as security; and Assignee agrees that it shall not seek to satisfy
any of Assignor's obligations from other assets of Assignor and/or partners
of Assignor nor resort to deficiency judgment pursuant to this Assignment
for any sums which may be payable under the Note, Deed of Trust, or other
instruments given in connection with this transaction. However, nothing in
this provision shall be construed as granting a release,

-5-

waiver, discharge, or impairment of the Note, Deed of Trust, or other
instruments or collateral executed in connection with this transaction, nor
shall these provisions impair in any way the Assignee's right to resort to
its collateral for satisfaction of its debt in the event of default or
breach in any of the provisions of its debt or security instruments, it
being agreed that all such obligations remain fully enforceable in
accordance with their terms.

EXECUTED as of December 13, 1995.

ASSIGNOR:

PLAZA/SEATTLE LIMITED PARTNERSHIP,
a Washington limited partnership

By: JMB INCOME PROPERTIES, LTD. - IX, an
Illinois limited partnership, General Partner

By: JMB REALTY CORPORATION,
a Delaware corporation,
Managing General Partner

By:
Vice President and
Authorized signatory for JMB
REALTY CORPORATION, Managing
General Partner of JMB INCOME
PROPERTIES, LTD. - IX, General Partner of PLAZA/SEATTLE LIMITED PARTNERSHIP

ASSIGNEE:

PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY, an Iowa corporation

By: BRAD BENSON
Title: Assistant Director

By: RONALD B. FRANKLIN
Title: Director

-6-

STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )

On this 13th day of December, 1995, before me, the undersigned, a
Notary Public in and for the State of Illinois, duly commissioned and
sworn, personally appear MARY J. WONG, to me known to be the Vice President
and Authorized Signatory of JMB REALTY CORPORATION, the Managing General
Partner of JMB INCOME PROPERTIES, LTD.-IX, the General Partner of
PLAZA/SEATTLE LIMITED PARTNERSHIP, the partnership that executed the
foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said partnership, for the uses and purposes
therein mentioned and on oath stated that she is authorized to execute the
said instrument.

Witness my hand and official seal hereto affixed the day and year first
above written.

CHERYL A. MILLER
Notary Public

STATE OF IOWA )
)
COUNTY OF POLK )

On this 14th day of December, 1995, before me, a Notary Public in and
for said County, personally appeared Ronald B. Franklin and Brad Benson to
me personally known to be the identical persons whose names are subscribed
to the instrument, who being each by me duly sworn did say that they are
the Assistant Director Commercial Real Estate and Director Commercial Real
Estate Loan Administration, respectively, of PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY, an Iowa corporation, and that the seal affixed to the
said instrument is the seal of said corporation, and that said instrument
was signed and sealed on behalf of the said corporation by authority of its
Board of Directors, and the aforesaid officers each acknowledged the
execution of said instrument to be the voluntary act and deed of said
corporation, by it and by each of them voluntarily executed.

MICHELLE L. CRONIN
Notary Public in and for Polk
County Iowa

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
PLAZA/SEATTLE LIMITED PARTNERS

LEGAL DESCRIPTION

Land situated in the County of King, State of Washington, described as
follows:

Lots 9, 10, 11, and 12, Block "U", Bell's Six Addition to the City of
Seattle, according to the plat recorded in Volume 2 of Plats, page 20, in
King County, Washington. EXCEPT the northeasterly 12 feet condemned in King
County Superior Court Cause N 193437 for Sixth Avenue, as provided by
Ordinance No 50890.

SUBJECT TO the exceptions shown as Attachment A-1 hereto.

ATTACHMENT A-1 TO LEGAL DESCRIPTION
Principal Mutual Life Insurance Company - Plaza/Seattle Limited Partnership

A SECURITY INTEREST in goods under the provisions of the Uniform Commercial
Code, RCW 62A. disclosed by financing statement filed in the office of the
county auditor.

Debtor: GERTH CORPORATION, DOING BUSINESS AS ENTRE COMPUTER
CENTER
Secured party: NORTH PACIFIC BANK
Filed: SEPTEMBER 15,1983
Auditor's no.: F.S. 8309150515
Collateral: Numerous matters of personal real property affecting or
purporting to affect said premises, all to the record of which reference is
hereby made for full particulars.

MEMORANDUM OF DRAINAGE CONTROL PLAN RECORDED UNDER AUDITOR'S FILE NO.
8106080299 AS FOLLOWS:

HANCOCK BUILDING COMPANY, INCORPORATED COVENANTORS AND OWNERS OF THE
FOLLOWING DESCRIBED PROPERTY SITUATED IN SEATTLE, KING COUNTY, WASHINGTON:

WILLIAM N. BELL'S 6TH ADDITION, BLOCK U, LOTS 9,10,11 AND 12. HEREBY AGREE
AND COVENANT WITH THE CITY OF SEATTLE AS FOLLOWS:

JUNE 8,1981 SIDE SEWER PERMIT NO. R-8067 WAS ISSUED FOR THE ABOVE DESCRIBED
PROPERTY. A DRAINAGE CONTROL PLAN IS INCLUDED IN THE PROVISIONS OF SAID
SIDE SEWER PERMIT.

THE UNDERSIGNED THEREFORE AGREES TO MAINTAIN THE DRAINAGE CONTROL FACILITY
IN ACCORDANCE WITH THE PROVISIONS OF ORDINANCE NO. 1-108080 OF THE CITY OF
SEATTLE, AND TO INFORM ANY ASSIGNEES OR SUCCESSOR IN TITLE OF THE EXISTENCE
OF THE DRAINAGE CONTROL PLAN, AND OF THE REQUIREMENT FOR ITS CONTINUED
MAINTENANCE.

THIS MEMORANDUM SHALL BE A COVENANT RUNNING WITH THE LAND AND SHALL BE
BINDING UPON ALL PARTIES AND THEIR HEIRS AND ASSIGNS FOREVER.

RELEASE OF DAMAGES executed by the party herein named releasing the
City/County/herein named from all future claims for damage resulting from
the act herein described.

ATTACHMENT A-I

AMENDED AND RESTATED
DEED OF TRUST - ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS AND
SECURITY AGREEMENT amends and restates, in its entirety, that Deed of
Trust, Assignment of Rents and Security Agreement dated January 24, 1984
and recorded on January 24, 1984 as Instrument No. 8401240783 in the
Official Records of County of King, State of Washington, and amended June
12, 1989 in accordance with the Amendment to Deed of Trust, Assignment of
Rents and Security Agreement, Secured Promissory Note and Assignment of
Lessor's Interest in Leases recorded on July 11, 1989 as Instrument No.
8907111158 in the County of King, State of Washington, by and between
Assignee and Assignor named herein below, collectively referred to as the
"Original Assignment."

THIS DEED OF TRUST IS MADE BY AND AMONG:

PLAZA/SEATTLE LIMITED PARTNERSHIP, a Washington limited partnership
(herein "Grantor"), whose address is Suite 1900,900 North Michigan Avenue,
Chicago, Illinois 60611;

TICOR TITLE INSURANCE COMPANY (herein "Trustee"), whose address is
1800 Columbia Center, 701 Fifth Avenue, Seattle, Washington 98104; and

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, f/k/a BANKERS LIFE COMPANY
(herein "Beneficiary"), whose address is 711 High Street, Des Moines, Iowa
50392.

WITNESSETH: Grantor hereby irrevocably grants, transfers, assigns and
conveys to Trustee in trust with power of sale the following-described real
property in King County, State of Washington:

The property described in Schedule A attached hereto and by
this reference made a part hereof;

TOGETHER WITH all the estate and rights of Grantor in and to said
property and in and to land lying in streets and roads adjoining said
premises, and all access rights and easements appertaining thereto;

TOGETHER WITH all buildings, structures, improvements, equipment,
fixtures and articles of property now or hereafter attached to, or used or
adapted for use in the operation of, the said premises, including, but
without being limited to, all heating and incinerating apparatus and
equipment whatsoever, all boilers, engines, motors, dynamos, generating
equipment, piping and plumbing fixtures, ranges, cooling apparatus and
mechanical Kitchen equipment, refrigerators, freezers, cooling,
ventilating, sprinkling and vacuum-cleaning

- 2 -

systems, fire extinguishing apparatus, gas and electric fixtures,
carpeting, underpadding, elevators, escalators, partitions, mantels, built-
in mirrors, window shades, blinds, screens, storm sash, awnings, furniture,
furnishings of public spaces, halls and lobbies, and shrubbery and plants;
and including also all interest of any owner of the said premises in any of
such items hereafter at any time acquired under conditional sale contract,
chattel mortgage or other title retaining or security instrument, all of
which property mentioned in this paragraph shall be deemed part of the
realty and not severable wholly or in part without material injury to the
freehold;

TOGETHER WITH all compensation, awards, damages, rights of action and
proceeds, including the proceeds of any policies of insurance therefor,
arising out of or relating to a taking or damaging of the premises by
reason of any public or private improvement, condemnation proceeding
(including change of grade), or fire, earthquake or other casualty; any
loaned funds in which the Grantor has an interest;

TOGETHER WITH return premiums or other payments upon any insurance at
any time provided for the benefit of Beneficiary, and refund or rebates of
taxes or assessments on the premises;

TOGETHER WITH the right, title and interest of Grantor in and under
all leases or rental agreements now or hereafter affecting the premises,
including without limitation all rents, issues and profits therefrom; and
all tenant files including all correspondence, and a set of all keys used
in connection with the premises.

TOGETHER WITH Grantor's interest in plans, specifications, contracts
and agreements for construction of any improvements on the premises to the
extent the same are assignable to third parties; Grantor's rights under any
payment, performance or other bonds in connection with construction of
improvements on the premises; all construction materials, supplies and
equipment delivered to the premises or used or to be used in connection
with construction of improvements on the premises; contracts, agreements,
and reservations for shipping space on trucks, ships, barges and rail cars;
contracts, agreements, and purchase orders with contractors,
subcontractors, suppliers and materialmen incidental to construction of
improvements on the premises;

TOGETHER WITH all furniture, furnishings, fixtures, appliances,
machinery, equipment warranties, inventory, contracts and contract rights,
leases, vehicles, accounts, maintenance and service manuals and
instructions, equipment, general intangibles and rents, and all other
personal property of every kind and description now located or to be
located in or upon the improvements now on or hereafter constructed on the
premises and with any and all additions, accessions, replacements,
substitutions, proceeds and products thereto, thereof or thereafter and
together with all rights of Grantor as lessee of any furniture or equipment
used on the premises;

- 3 -

TOGETHER WITH all right, title and interest of the debtor in and
under any contracts or agreements of sale, maintenance or management with
respect to the premises;

TOGETHER WITH (a) all reversions, remainders, rents, issues, and
profits thereof, which are now due or may hereafter become due by reason of
the renting, leasing or bailment of property or improvements thereon and
equipment; (b)any and all awards or payments, including interest thereon,
and the right to receive the same as a result of (i) the exercise of the
right of eminent domain; (ii) the alteration of the grade of any street; or
(iii) any other injury to, taking of, or decrease in the value of, the
premises to the extent of all amounts which may be secured by this Deed of
Trust at the date of receipt of any such award or payment by Grantor, and
of the reasonable attorney's fees, costs and disbursements incurred by
Trustee or Beneficiary in connection with the collection of such award or
payment; and (c) the proceeds from any and all fire and other hazard or
casualty insurance policies insuring the property or any improvements
thereon; and

TOGETHER WITH the rights to use the name of the building and its
listing and telephone number in any exchange or directory;

TOGETHER WITH all proceeds and products of the foregoing;

TO HAVE AND TO HOLD said premises conveyed and described, together
with all and singular the lands, tenements, privileges, water rights,
hereditaments and appurtenances thereto belonging or in any way
appertaining, and all reversions, remainders, rents, issues and profits
thereof, and all of the estate, right, title, claim and demands whatsoever
of Grantor, either in law or in equity, of, in and to the above-conveyed
premises, SUBJECT, HOWEVER, to the right, power and authority hereinafter
given to and conferred upon Beneficiary to collect and apply such rents,
issues, and profits.

A. THIS DEED OF TRUST IS GIVEN FOR THE PURPOSE OF
SECURING:

1. Payment of the sum of $15,565,704.80, with interest
thereon, according to the terms of the Amended and Restated Promissory Note
of even date herewith ("the Note"), made by Grantor, payable to the order
of Beneficiary, and extensions, modifications or renewals thereof.

2. Payment of such additional sums with interest thereon as
may hereafter be borrowed from Beneficiary, or its successor, by the then
record owner or owners of said property, or any of them, when evidenced by
another promissory note or notes.

3. Payment, with interest thereon, of any other present or
future indebtedness or obligation of Grantor in regard to the Property
shown on Exhibit A (or of any successor in interest of Grantor to said
property) to Beneficiary, whether created directly or acquired by
assignment, whether absolute or contingent, whether due or not, whether

- 4 -

otherwise secured or not, or whether existing at the time of the execution
of this Deed of Trust, or arising thereafter.

4 . Performance of any other present or future obligation of
Grantor (or of any successor in interest of Grantor to said property) in
regard to the Property shown on Exhibit A to Beneficiary, whether created
directly or acquired by assignment, whether absolute or contingent, whether
due or not, whether otherwise secured or not, or whether existing at the
time of the execution of this Deed of Trust, or arising thereafter.

5. Payment of any and all sums which may become due from
Grantor for advances by Beneficiary or its successor, for fire and other
hazard insurance and taxes upon the real property above described,
according to the terms of this Deed of Trust.

6. Payment by Grantor of all reasonable attorneys' fees and
costs incurred by Trustee or Beneficiary in foreclosing this Deed of Trust
or realizing upon any of the collateral for the obligations which this Deed
of Trust secures.

7. Payment by Grantor of all reasonable attorneys' fees and
costs incurred by Trustee or Beneficiary in defending the priority or
validity of this Deed of Trust or the title to the property.

8. Payment by Grantor of all sums advanced by Beneficiary to
or on behalf of Grantor for the purposes of clearing encumbrances or
defects from the title to the property described in this Deed of Trust
where Beneficiary in good faith reasonably believes such encumbrances to be
superior to the lien of this Deed of Trust, including, without limitation,
payment of ad valorem taxes and mechanics' or materialmen's liens which may
have gained priority over the lien of this Deed of Trust.

9. Payment by Grantor of all reasonable attorneys' fees and
costs incurred by Trustee or Beneficiary in any bankruptcy proceedings or
reorganizations or arrangement proceedings under the Bankruptcy Act
affecting Grantor, this Deed of Trust, or the obligation it secures.

10. Performance of each condition or covenant of Grantor
herein contained or incorporated herein by reference.

11. The obligations of Grantor under any loan or security
documents executed in connection with this Deed of Trust of even date.

B. The Note secured hereby matures December 1, 1996.

C. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, GRANTOR
COVENANTS AND AGREES AS FOLLOWS:

- 5 -

1. PAYMENT OF INDEBTEDNESS. Grantor shall pay promptly the
principal of, and interest on, the indebtedness evidenced by the Note and
in the manner therein provided.

2. RESERVE FOR TAXES, ETC. If Beneficiary so requests,
Grantor shall pay to Beneficiary, in addition to the monthly installments
of principal and interest under the terms of the Note secured hereby and
concurrently therewith, monthly until the Note is paid, the following:

A sum equal to all taxes, assessments, and other impositions
next due on the premises described herein (all as estimated by Beneficiary)
plus the premiums that will next become due and payable on policies of
fire, rental value and other insurance covering the said premises and
required under the terms hereof or of any other documents executed in
connection herewith less all sums paid therefor, divided by the number of
months to elapse before one month prior to the date when such taxes,
assessments, charges, impositions and premiums shall be due and payable.

Provided that Grantor is not in default of its agreements pursuant to this
Deed of Trust or in default of any other of its loan agreements of which
Beneficiary is the obligee, Beneficiary shall postpone requiring Grantor to
comply with the above. However, upon an uncured default by the Grantor of
any of its agreements, Beneficiary shall then require that all such
payments specified above be paid to the Beneficiary.

3. MAINTENANCE. Grantor shall protect and preserve said
property and maintain it in as good condition and repair as it currently is
or as it may hereafter be improved to.

4. ALTERATIONS. Grantor shall not alter, remove or demolish
any building or improvement thereon, without Beneficiary's prior written
consent; provided that Grantor may make such normal and usual tenant
improvements consistent with its use as an office building in connection
with a lease of the premises without Beneficiary's prior written consent,
if the lease is for 16,500 square feet or less. Regarding alterations for
leases in excess of 16,500 square feet, Grantor shall obtain Beneficiary's
prior written consent to alterations, which consent shall not be
unreasonably withheld.

5. REPAIRS. Grantor shall complete or restore promptly and
in good and workmanlike manner any building or improvement which may be
constructed, damaged, or destroyed thereon, and shall pay when due all
costs incurred therefor.

6. WASTE. Grantor shall not commit or permit waste of said
property.

7. PRESERVATION OF PROPERTY. Grantor shall cultivate,
irrigate, fertilize, fumigate, prune, prevent freezing, and do all other
acts which from the character and

- 6 -

use of said property may be reasonably proper or necessary, the specific
enumerations herein not excluding the general.

8. COMPLIANCE WITH LAWS. Grantor shall comply with all
laws, ordinances, regulations, covenants, conditions, and restrictions
affecting said property and not commit, suffer or permit any act upon or
concerning said property in violation of law.

9. INSURANCE. Grantor shall provide and maintain, through a
domestic or foreign company qualified to do business in the state in which
the property is located, insurance against loss by fire (extended
coverage), earthquake, flood, vandalism, malicious mischief, loss of rents
and other hazards, casualties and contingencies as may be required from
time to time by Beneficiary in such amounts and for such periods as may be
required by Beneficiary, with loss payable solely to Beneficiary, and shall
deliver certificates evidencing such insurance to Beneficiary, which
delivery shall constitute an assignment to Beneficiary of all return
premiums. In the event of loss, or change in ownership or occupancy,
Grantor shall give immediate notice thereof to Beneficiary. Grantor hereby
authorizes Beneficiary at its option to collect, adjust and compromise any
losses under any of the insurance aforesaid. The amounts so collected shall
be retained in an interest-bearing account and shall be applied to the
restitution of the premises. If the application of the proceeds will not
restore the premises to the equivalent condition they were in prior to the
loss, or if any ordinance, regulation, or statute either prohibits the
restoration of the premises to their pre-damaged condition (or makes it
economically impractical to do so), then at the election of Beneficiary,
all such insurance proceeds shall be applied to the indebtedness unless
Grantor, with Lender's reasonable consent, agrees to add to the available
insurance proceeds those sums necessary to complete such repairs or
reconstruction. Any such application of proceeds shall not cure or waive
any default, notice of default hereunder, or invalidate any act done
pursuant to such a notice.

10. DEFENSE OF SECURITY. Grantor shall appear in and defend
any action or proceeding purporting to affect the security hereof or the
rights or powers of Beneficiary or Trustee and shall pay all costs and
expenses, including cost of evidence of title and actual and reasonable
attorneys' fees, in any such action or proceeding in which Beneficiary or
Trustee may appear.

11. PAYMENT OF TAXES, ETC. Grantor shall pay before
delinquency all taxes and assessments and all encumbrances, charges and
liens with interest affecting said property or any part thereof. Grantor
shall have the right to contest, at its sole expense, any assessment or
charge it reasonably believes to be incorrect and such contest, if
diligently prosecuted, shall not be a breach of this paragraph. Upon the
conclusion of any such contested assessment, Grantor shall promptly pay the
tax finally adjudicated to be owing.

12. BENEFICIARY'S RIGHT TO PROTECT SECURITY. Should Grantor
fail to me any payment or to do any act as herein provided, then
Beneficiary or Trustee, but without obligation so to do and without notice
to or demand upon Grantor and without

- 7 -

releasing Grantor from any obligation hereof, may: make or do the same in
such manner and to such extent as either may deem reasonably necessary to
protect the security hereof, Beneficiary or Trustee being authorized to
enter upon the property for such purposes; commence, appear in, and defend
any action or proceeding purporting to affect the security hereof or the
rights or powers of Beneficiary or Trustee; pay, purchase, contest, or
compromise any encumbrance, charge or lien which in the judgment of either
appears to be prior or superior hereto; and in exercising any such powers,
incur any liability, expend whatever amounts in the good faith exercise of
its sole discretion it may, after reasonable investigation, deem necessary
therefor, including cost of evidence of title and employment of counsel.
Grantor covenants and agrees to pay immediately and without demand all sums
so expended by Beneficiary or Trustee with all costs, fees and expenses of
this Trust, with interest from date of expenditure at the rate specified in
the Note secured by this Deed of Trust, which sums are secured by this Deed
of Trust.

13. REPAYMENT OF BENEFICIARY'S EXPENDITURES. Grantor shall
pay immediately, and without demand, all sums expended hereunder by
Beneficiary or Trustee, with interest from date of expenditure at the rate
provided in the Note and the repayment thereof shall be secured hereby.

14. "DUE-ON-SALE." The property shall not be directly or
indirectly sold, conveyed, encumbered, or otherwise beneficially
transferred (called a "transfer" hereafter) by Grantor without
Beneficiary's prior written consent. If title or control to said property
shall pass from Grantor by deed or otherwise, or if said property is sold
on contract, or if the property is vacated by Grantor, such change in title
or occupancy shall be deemed to increase the risk of the Beneficiary, and
the Beneficiary may declare all sums secured hereby immediately due and
payable, or may at its sole option consent to such change in title or
occupancy and increase the interest rate on the indebtedness hereby secured
to the interest rate which Beneficiary is then receiving on new loans of
comparable size and quality. A declaration that all sums are due and
payable under these circumstances shall entitle lender to the liquidated
(prepayment) damages set forth in the note.

Notwithstanding the foregoing, it shall not be considered a
breach of this clause for the Grantor to "transfer" or encumber the secured
premises provided the Grantor complies with all of the following
conditions:

(a) No later than forty-five (45) days prior to the requested
date of "transfer" Grantor shall transmit to Beneficiary, in writing, the
general terms of the "transfer" with a request for consent to "transfer"
without alteration of Lender's Deed of Trust.

(b) In the above request, Grantor shall designate an M.A.I.
appraiser it intends to use for the appraisal of the property in connection
with the request for consent to "transfer". If Beneficiary fails to
disapprove the designated appraiser within fifteen (15) days, the appraiser
shall be deemed approved. If Beneficiary disapproves

- 8 -

of the suggested appraiser, it shall, within the same 15-day period,
designate the names of three appraisers to appraise the secured premises
and the Grantor shall select one of said designated three names to make the
appraisal required in the ensuing provisions.

(c) The appraiser shall deliver the report of appraisal to
Beneficiary not less than twenty (20) days before the requested date of
approval. All costs and fees of the appraisal, regardless of whether
consent to "transfer" is granted, shall be paid by Grantor.

(d) (1) If the "transfer" for which consent is requested is for
the purpose of further encumbering the property (as distinguished from a
sale, conveyance, or other beneficial transfer without additional
encumbering) or if a sale, conveyance, or other beneficial transfer with
encumbering is requested, the Beneficiary will not unreasonably withhold
consent to "transfer" of the premises, subject to this Deed of Trust
without alteration of its terms, if the balance of all encumbrances as of
the date of "transfer," including this encumbrance and any existing or
proposed junior encumbrance, is no greater than seventy-five percent (75%)
of the fair market value amount reported by the appraiser.

(2) In addition, the net operating income of the premises
when divided by the existing and proposed debt service (including any
accrued, capitalized, or deferred interest) is equal to or more than one
point two (1.2) times the annual debt service. For this purpose, "net
operating income" is defined as:

Income derived from all sources related to the property as defined
below less expenses as defined below.

Income shall be calculated as follows:

(a) revenue collected from all tenants pursuant to
leases in effect for the last full month previous to the request for
"transfer" plus any known increases from leases for the six-month period
following the date of the request for "transfer" adjusted to provide an
estimated monthly income figure.

(b) Added to the above should be the total of revenue
from all other sources applicable to the property, including parking and
other income, for the previous twelve (12) months divided by twelve to
provide an average monthly figure of income from other sources.

Expenses shall be calculated as follows:

(c) Expenses shall be all costs applicable to the
operation of the property, including, without limitation, costs for
management,

- 9 -

maintenance, taxes, assessments, utilities, insurance, and
janitorial service, exclusive of paid lease commissions and tenant
improvement expenses, incurred in the previous twelve (12) month period
divided by twelve to provide an average monthly expense figure.

(d) In addition to (c) there shall be added those
amounts of expense known to occur in addition to the previous expenses for
the six month period following the date of request for "transfer," adjusted
to provide an estimated expense figure.

(3) If the "transfer" for which consent is required is a
sale, conveyance, or beneficial transfer, or is equivalent to same
and no other encumberancing is to be made in connection with such sale,
conveyance, or beneficial transfer, then Beneficiary shall not unreasonably
withhold consent to the sale, conveyance, or beneficial transfer, and only
the provisions of (d)(1) shall apply, and not the additional requirement of
(d)(2). For a sale, conveyance, or change of beneficial interest meeting
the requirements of this subparagraph, Beneficiary shall limit its transfer
fee to a maximum of $250.

(e) If Beneficiary consents to the proposed "transfer,"
Grantor shall supply to Beneficiary the complete set of "transfer"
documents or other documents, which documents fully disclose the terms of
the "transfer" without material omission. These documents shall be supplied
to Beneficiary, or Beneficiary's designated representative, at or prior to
closing. The consent of Beneficiary shall be deemed not given if the final
transfer documents differ materially from the terms of "transfer" as
previously disclosed.

15. UNIFORM COMMERCIAL CODE. When and if Grantor and
Beneficiary shall respectively become the debtor and secured party as
evidenced in any Uniform Commercial Code Financing Statement affecting
property either referred to or described herein, or in any way connected
with the use and enjoyment of the premises, this Deed of Trust shall be
deemed the Security Agreement as defined in said Uniform Commercial Code,
and the remedies for any violation of the covenants, terms and conditions
of the agreement herein contained shall be (a) as prescribed herein, or (b)
by general law, or (c) as to such part of the security which is also
reflected in such Financing Statement, by the specific statutory
consequences now or thereafter enated and specified in the Uniform
Commercial Code, all at Beneficiary's election. The filing of such a
Financing Statement in the records normally having to do with personal
property shall never be construed as in any way derogating from or
impairing this declaration and hereby stated intention of the parties
hereto, that everything used in connection with the production of income
from the premises and/or adapted for use therein and/or which is described
or reflected in this Deed of Trust is, and at all times and for all
purposes and in all proceedings, both legal and equitable, shall be
regarded as part of the real estate irrespective of whether (a) any such
item is physically

- 10 -

attached to the improvements, (b) serial numbers are used for the better
identification of certain equipment items capable of being thus identified
in a recital contained herein or in any list filed with Beneficiary, or (c)
any such item is referred to or reflected in any such Financing Statement
so filed at any time. Similarly, the mention in any such Financing
Statement of (1) the rights in or the proceeds of any fire and/or hazard
insurance policy, or (2) any award in eminent domain proceedings for a
taking or for loss of value, or (3) the debtor's interest as lessor in any
present or future lease or rights to income growing out of the use and/or
occupancy of the premises, whether pursuant to lease or otherwise, shall
never be construed as in any way altering any of the rights of Beneficiary
as determined by this instrument or impugning the priority of Beneficiary's
lien granted hereby or by any other recorded document, but such mention in
the Financing Statement is declared to be for the protection of Beneficiary
in the event any court or judge shall at any time hold with respect to (I),
(2), or (3) that notice of Beneficiary's priority of interest to be
effective against a particular class of persons, including but not limited
to the Federal Government and any subdivisions or entity of the Federal
Government, must be filed in the Uniform Commercial Code records. Grantor
shall pay to Beneficiary on demand any reasonable expenses incurred by
Beneficiary in connection with the preparation, execution and filing of any
continuation statements.

16. MAXIMUM INTEREST RATE. If, from any circumstances
whatever, fulfillment of any provision of this Deed of Trust, the Note
which it secures or any other instrument securing or evidencing this loan
shall transcend the limit or validity prescribed by any applicable usury
statute or any other applicable law, then ipso facto the obligation to be
fulfilled shall be reduced to the limit of such validity so that in no
event shall any exaction be possible under this Deed of Trust, the Note
which it secures or such other instrument that is in excess of the limit of
such validity, but such obligation shall be fulfilled to the limit of such
validity.

17. ANNUAL STATEMENTS. Grantor shall furnish Beneficiary an
annual operating statement including income and expenses, showing the cash
flow for 1995 and the rent roll for 1995, each in its customary form, of
the property within 90 days after the close of each fiscal year of the
operation of the property. The annual operating statement shall be prepared
by an accountant and supported by the affidavit of a financial officer of
the Grantor. Beneficiary shall have the right to examine the supporting
books and records at any time and from time to time on request and within
ten days of demand therefor, during normal business hours. In addition to
the foregoing, Grantor shall furnish Beneficiary, without cost to
Beneficiary, annual certified financial statements and profit and loss
statements of the general partner of Grantor in the same form as Grantor
files with the Securities Exchange Commission.

18. INSPECTION OF PROPERTY. Grantor shall allow Beneficiary
and its representatives to enter into and inspect the property at any time
and from time to time during normal business hours.

- 11 -

19. LATE CHARGE. In the event that any payment due hereunder
or in the Note secured hereby or portion thereof is not paid within ten
(10) days from the date the same is due, Grantor agrees to pay a late
charge as specified in the Note for each dollar so overdue, if charged by
Beneficiary.

20. CONDEMNATION. Any award or damages in connection with any
condemnation for public use of or injury to said property, or any part
thereof, is hereby assigned and shall be paid to Beneficiary who may apply
or release such moneys received by it in the same manner and with the same
effect as above provided for disposition of proceeds of fire or other
insurance.

21. WAIVER OF DEFAULT. By accepting payment of any sum
secured hereby after its due date, Beneficiary does not waive its right
either to require prompt payment when due of all other sums so secured or
to declare default for failure so to pay. The waiver by Beneficiary or
Grantor of the breach of any covenant may not be construed as waiving the
breach of any other covenant or a subsequent breach of the same covenant.

22. RECONVEYANCE, PLATTING, EASEMENTS, ETC. At any time or
from time to time, without liability therefor and without notice, upon
written request of Beneficiary and presentation of this Deed of Trust and
said Note for endorsement, and without affecting the personal liability of
any person for payment of the indebtedness secured hereby, Trustee may
reconvey all or any part of said property; consent to the making of any map
or plat thereof; join in granting any easement thereon; or join in any
extension agreement or any agreement subordinating the lien or charge
hereof.

23. RECONVEYANCE AFTER PAYMENT. Upon written request of
Beneficiary stating that all sums secured hereby have been paid, and upon
surrender of this Deed of Trust and said Note to Trustee for cancellation
and retention and upon payment of its fees, Trustee shall reconvey, without
warranty, the property then held hereunder. The recitals in any
reconveyance executed under this Deed of Trust of any matters or facts
shall be conclusive proof of the truthfulness thereof. The grantee in such
reconveyance may be described as "the person or persons legally entitled
thereto".

24. ASSIGNMENT OF RENTS. As additional security, Grantor
hereby gives to and confers upon Beneficiary the right, power and
authority, during the continuance of this Trust to collect the rents,
issues and profits of said property, reserving unto Grantor the right,
prior to any default by Grantor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder, to collect and retain
such rents, issues and profits and any other payments as they become due
and payable. Upon any such default, Beneficiary may at any time without
notice, either in person, by agent, or by a receiver to be appointed by a
court, and without regard to the adequacy of any security for the
indebtedness hereby secured, enter upon and take possession of said
property or any part thereof, in its own name sue for or otherwise collect
such rents, issues and profits, including those past due and unpaid, and
apply the same, less costs and expenses of operation and collection,
including actual and

- 12 -

reasonable attorney's fees, upon any indebtedness secured hereby, and in
such order as Beneficiary may determine. Failure or discontinuance of
Beneficiary at any time, or from time to time, to collect any such amounts
shall not in any manner affect the subsequent enforcement by Beneficiary of
the right, power and authority to collect the same. The entering upon and
taking possession of said property, the collection of such rents, issues
and profits and the application thereof as aforesaid shall not cure or
waive any default or notice of default hereunder or invalidate any act done
pursuant to such notice. Grantor shall not collect rent from any tenant for
any reason more than one month in advance of the accrual thereof. Nothing
contained herein, nor the exercise of the right by Beneficiary to collect,
shall be or be construed to be an affirmation by Beneficiary of any
tenancy, lease, or option, nor an assumption of liability under, nor a
subordination of the lien or charge of this Deed of Trust, to any such
tenancy, lease or option. Grantor shall not enter into any leases of the
property in excess of 16,500 rentable square feet except on terms and
conditions first approved by Beneficiary in writing.

25. STATEMENT OF AMOUNT OWING. Within fifteen (15) days of written
request, Grantor shall furnish an acknowledged statement of the amount due
on the Note secured by this Deed of Trust, and shall state whether any
offsets or defenses exist against such debt.

26. WARRANTY OF TITLE. Without limitation to any warranties
implied by law, Grantor represents and warrants that Grantor has good and
marketable title to an indefeasible fee simple estate in the real property
described herein subject only to the liens and encumbrances, if any,
specifically described herein, that Grantor owns all chattels and
improvements described herein and the same are free and clear of any liens,
security interests or claims, other than as set forth on Schedule B
attached hereto, that Grantor is vested with the right to convey the
property described herein to Trustee for the benefit of Beneficiary and
that no consent of other parties is required as a condition thereto.
Grantor does hereby and will forever warrant and defend title to the
property herein conveyed and will defend the validity and priority of the
lien of this Deed of Trust against the claims and demands of,all persons
and parties. Grantor covenants and agrees to appear in and defend any
action or proceeding purporting to affect the security hereof, or the
rights or powers of Beneficiary or Trustee, and should Beneficiary or
Trustee or both elect to institute, appear in or defend, or file proof of
secured claims in, any such action or proceeding, including actions or
proceedings to foreclose this Deed of Trust, proceedings under the
Bankruptcy Act, and proceedings for the administration of the estates of
deceased or incompetent trustors and their successors, Grantor covenants to
pay all costs and expenses including cost of evidence of title and
attorney's fees in a reasonable sum incurred by Beneficiary or Trustee.

27. RIGHT OF SUBROGATION. Trustee and Beneficiary are subrogated
to the rights of all beneficiaries, mortgagees, lienholders and owners
directly or indirectly paid off or satisfied in whole or in part by the
proceeds of the loan hereby secured, regardless of whether said persons
upon payment assigned or released of record their rights.

- 13 -

28. DEFAULT AND FORECLOSURE. The words "default" and "events
of default" shall have the meaning set forth in the Promissory Note, this
Deed of Trust, and any other Loan Document for which this Deed of Trust is
security. Upon default by Grantor in payment of any indebtedness secured
hereby or in performance of any agreement hereunder or upon the default in
the performance of any loan agreement or related agreements executed in
connection herewith, or if Grantor should fail to comply with and fully and
timely perform or fulfill any obligation or condition of any lien,
encumbrance contract or other instrument affecting on said property, or
private mortgage insurer, to insure this loan if such insurance is
contemplated by the parties hereto, cease to be in full force and effect
for any reason whatsoever, all sums secured hereby shall immediately become
due and payable at the option of Beneficiary. In any such event,
Beneficiary may execute or cause Trustee to execute a written notice of
such event and of its election to cause to be sold the herein described
property to satisfy the obligation hereof. Any such notice and any
foreclosure in connection therewith and any other act or procedure related
or incidental thereto shall be in conformity with the applicable laws of
the state in which the property is located.

29. LIMITATION OF RECOURSE. It is agreed that Beneficiary's
sole source of satisfaction of Grantor's indebtedness is limited to the
premises granted as security, its rents and profits, insurance policies,
condemnation, and other properties granted as security; and Beneficiary
agrees that it shall not seek to satisfy any of Grantor's obligations from
other assets of Grantor and/or partners of Grantor nor resort to deficiency
judgment pursuant to this Deed of Trust for any sums which may be payable
under the Note, Deed of Trust, or other instruments given in connection
with this transaction. However, nothing in this provision shall be
construed as granting a release, waiver, discharge, or impairment of the
Note, Deed of Trust, or other instruments or collateral executed in
connection with this transaction, nor shall these provisions impair in any
way the Beneficiary's right to resort to its collateral for satisfaction of
its debt in the event of default or breach in any of the provisions of its
debt or security instruments, it being agreed that all such obligations
remain fully enforceable in accordance with their terms.

30. SUCCESSORS; RULE OF CONSTRUCTION. This Deed of Trust
applies to, inures to the benefit of, and binds all parties hereto, their
heirs, legatees, devisees, legal representatives, successors and assigns.
The term Beneficiary shall mean the holder and owner, including pledgees,
of the Note secured hereby, whether or not named as a beneficiary herein,
or if the Note has been pledged, the pledgee thereof. In this Deed of
Trust, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural. Words
of broad or general meaning shall in no way be limited because of their use
in connection with words of more restricted significance. The headings to
the various articles, sections and paragraphs of this Deed of Trust have
been inserted for convenient reference only and shall not be used to
construe this Deed of Trust.

31. DUTIES OF TRUSTEE. Trustee accepts this trust when this
Deed of Trust, duly executed and acknowledged, is made a public record as
provided by law. Trustee is not obligated to notify any party hereto of
pending sale under any other Deed of Trust or of

- 14 -

any action or proceeding in which Grantor, Beneficiary or Trustee shall be
a party unless brought by Trustee.

32. SUBSTITUTION OF TRUSTEE. Beneficiary may, from time to
time, as provided by statute, appoint another trustee in place and stead of
Trustee named herein; and thereupon, Trustee herein named shall be
discharged and the trustee so appointed shall be substituted as Trustee
hereunder with the same effect as if originally named Trustee herein.

33. POWERS OF TRUSTEE. If two or more persons be designated
as Trustee herein, any, or all, powers granted herein to Trustee may be
exercised by any of such persons if the other person or persons are unable,
for any reason, to act, and any recital of such inability in any instrument
executed by any of such persons shall be conclusive against Grantor, its
heirs and assigns.

34. JOINT AND SEVERAL LIABILITY. If there be mole than one
Grantor hereunder, their obligations shall be joint and several.

35. RIGHT TO RELEASE COLLATERAL, ETC. In the event
Beneficiary (a) releases any part of the security described herein or any
person liable for any indebtedness secured hereby, or (b) releases any part
of any other collateral or security for the Note, or (c) grants an
extension of time on any payments of the indebtedness secured hereby, or
(d) takes other or additional security for the payment thereof, or (e)
waives or fails to exercise any right granted herein or in said Note, said
act or omission shall not release Grantor, subsequent purchasers of the
said property or any part thereof, or makers or sureties of this Deed of
Trust or of said Note, under any covenant of this Deed of Trust or of said
Note, nor preclude the holder of said Note from exercising any right, power
or privilege herein granted or intended to be granted in the event of any
other default then made or any subsequent default. If Grantor shall grant
any lien, mortgage or deed of trust on the premises junior to this Deed of
Trust, such junior lien, mortgage or deed of trust shall be subject to all
such renewals and extensions, modifications, releases, increases, changes
or exchanges, without the consent of such junior lienholder, mortgage
holder or deed of trust beneficiary, and without any obligation to give
notice of any kind thereto.

36. SUBORDINATION OF THE LEASES. At any time, and from time
to time, without liability therefor, upon written request by Beneficiary
and presentation for endorsement of this Deed of Trust and the Note secured
hereby, Trustee may execute a subordination agreement whereby this Deed of
Trust shall become subject and subordinate, in whole or in part (but not
with respect to the priority of entitlement to insurance proceeds or any
award in condemnation), to any and all leases of all or any part of the
said property, upon recording thereof in the county or Recording District
in which said property is situated.

37. EXECUTION OF FURTHER INSTRUMENTS. Within fifteen (15)
days of written request, Grantor shall execute, acknowledge and deliver to
Beneficiary a security agreement or other similar security instrument, in
form satisfactory to Beneficiary,

- 15 -

covering all property of any kind whatsoever owned by Grantor, used in
connection with or appurtenant to the premises, which in the reasonable
opinion of Beneficiary, is reasonably necessary to the operation of the
property described herein and concerning which there may be any doubt
whether the title to same has been conveyed by and included within this
Deed of Trust under the laws of the State of Washington, and will further
execute, acknowledge and deliver any financing statement, affidavit,
continuation statement, or certificate or other document as Beneficiary may
request in order to perfect, preserve, maintain, continue and extend the
security interest thereunder and the priority of such security instrument.
Grantor further agrees to pay to Beneficiary on demand all reasonable costs
and expenses incurred by Beneficiary in connection with the preparation,
execution and filing of any such document.

38. MARSHALING OF ASSETS. Beneficiary may take or release
other securities, release any party primarily or secondarily liable for any
indebtedness secured hereby, and may grant extensions, renewals, and
indulgences with respect to such indebtedness and may enforce or apply any
other security or proceeds in which it may have an interest to the
indebtedness secured hereby simultaneously or in any order it may so
choose.

39. WAVER OF SURETYSHIP DEFENSE. Grantor hereby (a) waives
presentment, demand, protest and notice of acceptance, demand, protest and
nonpayment of the note and other obligations; (b) waives any and all claims
or defenses relating to lack of diligence or delays in collection or
enforcement of any of the Grantor's obligations or any amounts due with
respect thereto, or any other indulgence or forbearance whatsoever with
respect to any and all of the Grantor's obligations or any security
relating thereto; (c) waives notice of acceptance of the note relating to
the Grantor's obligations by Beneficiary; (d) waives notice of any and all
advances made under the documents relating to the Grantor's obligations or
relating to the security therefor; (e) agrees that other, all or any part
of the security for the Grantor's obligations may be released or
subordinated by Beneficiary, including, without limitation, all or any part
of the property or security therefor, without affecting the right of
Beneficiary hereunder, and Grantor waives notice thereof; (f) waives any
defense or right that resort must first be had to any other security or to
any other person in any action or proceeding to recover repayment of any of
the Grantor's obligations or realization of the security therefor.

40. USE OF PROPERTY. The property which is the subject of
this Deed of Trust is not used principally or primarily for agricultural or
farming purposes.

41. NOTICES. Any demand or notice made or given by Trustee
or Beneficiary, or both, to Grantor shall be effective (a) when mailed by
registered or certified mail to the address of Grantor as set forth above
or to the address at which Beneficiary customarily or last communicated
with Grantor or (b) when delivered personally to Grantor.

42. SEVERANCE. Nothing contained herein nor any transaction
related thereto shall be construed or shall so operate either presently or
prospectively to require Grantor, nor permit Trustee, to do any act
contrary to law; and if any clause or provision shall

- 16 -

otherwise so operate then such offensive clause or provision shall only be
held for naught as though not herein contained and the remainder of this
Deed of Trust shall remain operative and in full force and effect.

43. TIME OF ESSENCE. Time is of the essence hereof.

44. CUMULATIVE RIGHTS. Unless specifically limited herein,
the enumeration hereunder of the rights and remedies of Trustee or
Beneficiary, or both, are cumulative, and such enumeration is not intended
to imply that such rights and remedies are mutually exclusive nor that they
are in lieu of any or all statutory, common law, equitable or other rights
granted to or vested in the holder of said Note by virtue of the laws of
the State of Washington, including but not limited to a judicial
foreclosure and sale.

45. APPLICABLE LAW. This Deed of Trust and the right and
indebtedness secured hereby shall be construed and enforced according to
the laws of the State of Washington.

- 17 -

DATED as of the 13th day of December, 1995.

GRANTOR: PLAZA/SEATTLE LIMITED PARTNERSHIP,
a Washington limited partnership

By: JMB INCOME PROPERTIES, LTD. - IX, an
Illinois limited partnership, General Partner

By: JMB REALTY CORPORATION, a Delaware
corporation, Managing General Partner

By
Vice President and
Authorized signatory for JMB
REALTY CORPORATION, Managing
General Partner of JMB INCOME
PROPERTIES, LTD. - IX, General
Partner of PLAZA/SEATTLE LIMITED
PARTNERSHIP

TRUSTEE: TICOR TITLE INSURANCE COMPANY

By:
Title:

BENEFICIARY: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an
Iowa corporation

By: BRAD BENSON
Assistant Director

By: RONALD B. FRANKLIN
Director

- 18 -

STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )

Witness my hand and official seal hereto affixed the day and year first
above written.

CHERYL MILLER
Notary Public

STATE OF IOWA )
)
COUNTY OF POLK )

MICHELLE L. CRONIN
Notary Public in and for Polk County Iowa

SCHEDULE A to DEED OF TRUST

LEGAL DESCRIPTION

Land situated in the County of King, State of Washington, described as
follows:

Lots 9, 10, 11, and 12, Block "U", Bell's Sixth Addition to the City of
Seattle, according to the plat recorded in Volume 2 of Plats, page 20, in
King County, Washington. EXCEPT the northeasterly 12 feet condemned in King
County Superior Court Cause No. 193437 for Sixth Avenue, as provided by
Ordinance No. 50890.

SUBJECT TO the exceptions shown as Attachment A-I hereto.

ATTACHMENT A-I TO LEGAL DESCRIPTION
Bankers Life - Plaza/Seattle Limited Partnership

A SECURITY INTEREST in goods under the provisions of the Uniform Commercial
Code, RCW 62A, disclosed by financing statement filed in the office of the
county auditor.

Debtor: GERTH CORPORATION, DOING BUSINESS AS ENTRE COMPUTER
CENTER
Secured party: NORTH PACIFIC BANK
Filed: SEPTEMBER 15,1983
Auditor's no.: F.S. 8309150515
Collateral: Numerous matters of personal and/or real property
affecting or purporting to affect said premises, all to the record of which
reference is hereby made for full particulars.

MEMORANDUM OF DRAINAGE CONTROL PLAN RECORDED UNDER AUDITOR'S FILE NO.
8106080299 AS FOLLOWS:

HANCOCK BUILDING COMPANY, INCORPORATED COVENANTORS AND OWNERS OF THE
FOLLOWING DESCRIBED PROPERTY SITUATED IN SEATTLE, KING COUNTY, WASHINGTON;

WILLIAM N. BELL'S 6TH ADDITION, BLOCK U, LOTS 9,10,11 AND 12. HEREBY AGREE
AND COVENANT WITH THE CITY OF SEATTLE AS FOLLOWS: JUNE 8, 1981 SIDE SEWER
PERMIT NO. R-8067 WAS ISSUED FOR THE ABOVE DESCRIBED PROPERTY. A DRAINAGE
CONTROL PLAN IS INCLUDED IN THE PROVISIONS OF SAID SIDE SEWER PERMIT.

THE UNDERSIGNED THEREFORE AGREES TO MAINTAIN THE DRAINAGE CONTROL FACILITY
IN ACCORDANCE WITH THE PROVISIONS OF ORDINANCE NO. 108080 OF THE CITY OF
SEATTLE, AND TO INFORM ANY ASSIGNEES OR SUCCESSOR IN TITLE OF THE EXISTENCE
OF THE DRAINAGE CONTROL PLAN, AND OF THE REQUIREMENT FOR ITS CONTINUED
MAINTENANCE.

THIS MEMORANDUM SHALL BE A COVENANT RUNNING WITH THE LAND AND SHALL BE
BINDING UPON ALL PARTIES AND THEIR HEIRS AND ASSIGNS FOREVER.

RELEASE OF DAMAGES executed by the party herein named releasing the
City/County herein named from all future claims for damage resulting from
the act herein described.

SCHEDULE B to
DEED OF TRUST

None

JMB INCOME PROPERTIES, LTD. - IX
EXHIBIT - 10B
---------------------------------

SUBSTITUTE TRUSTEE'S DEED
AND BILL OF SALE

THE STATE OF TEXAS

COUNTY OF HARRIS
WITNESSETH:

RECITALS:

On June 15, 1983, H&M Associates, Ltd. - Houston (the "MORTGAGOR"), a
California limited partnership, executed and delivered to Otto B. Gerlach
as Trustee, a Deed of Trust and Security Agreement (the "DEED OF TRUST") to
secure unto The National Life and Accident Insurance Company, now known as
American General Life and Accident Insurance Company (the "MORTGAGEE"),
among other indebtedness and obligations described therein, payment of the
promissory note (the "NOTE") dated June 15, 1983, in the fact principal
amount of Thirty-Three Million Three Hundred Ninety Thousand Dollars
($33,390,000) executed by Mortgagor, payable to the order of Mortgagee as
the same may have been renewed, extended, rearranged and/or substituted
from time to time. The Deed of Trust covers and affects, among other
property, the real property located in Harris County, Texas, described on
EXHIBIT A attached hereto and hereby made a part hereof, together with all
improvements and fixtures thereon and all rights, privileges and
appurtenances thereto. The Deed of Trust was filed for record in the
Office of the County Clerk ("CLERK'S OFFICE") Of Harris County, Texas under
Clerk's File No. H996585. By this reference, the Deed of Trust is hereby
incorporated herein for all purposes.

Mortgagee is the present legal and equitable owner and holder of the
Note, the Deed of Trust and all liens and security interests securing the
Note.

By instrument filed for record in the Clerk's Office under Clerk's
File No. R662241, Mortgagee removed Otto B. Gerlach as Trustee and removed
each and every other previously designated or appointed original Trustee or
Substitute Trustee and appointed me, Douglas A. Yeager, as Substitute
Trustee.

Mortgagee has requested that I, as Substitute Trustee, enforce the
trust established by the Deed of Trust and foreclose on the property
covered by the Deed of Trust, on account of one or more defaults in the
obligations secured by the Deed of Trust.

Wendell Pattum, acting on my instructions and at Mortgagee's request,
caused written notice to be posted of the time, place and terms of a public
sale of the property covered by the Deed of Trust at the courthouse door of
Harris County, Texas, and a copy of such written notice to be filed in the
Office of the County Clerk of Harris County, Texas, both at least twenty-
one (21) days before the date of the sale.

Alice M. Milsap, acting on my instructions and at Mortgagee's request,
caused notice of such sale to be completed certified mail on each debtor
obligated to pay the debt evidenced by the Note by depositing the notice at
least twenty-one (21) days before the date of sale in the United States
mail, postage prepaid and addressed to such debtor at such debtor's last
known address as shown by Mortgagee's records.

I, as Substitute Trustee, duly held such sale on December 5, 1995, the
first Tuesday in December, 1995, between the hours of 10:00 a.m. and 4:00
p.m. Such sale began not later than three (3) hours after the time stated
in the notice of sale as the earliest time at which the sale would occur.
It occurred in the area designated by the commissioners' court of Harris
County, Texas as the area at the courthouse where sales are to take place
and was conducted in strict accordance with the Deed of Trust, said notice
and the law.

As such sale, the real property described in EXHIBIT A, together with
all improvements and fixtures thereon, all personal property, tangible and
intangible, covered and affected by the Deed of Trust and situated on or
relating to the real property described in EXHIBIT A hereto and

all rights, privileges and appurtenances to such real and personal property
(all of such real property, improvements, fixtures, personal property,
rights, privileges and appurtenances are hereinafter collectively referred
to as the "PROPERTY") were struck off by me, as Substitute Trustee, to the
Grantee named below for the highest and best bid therefor.

DEED AND BILL OF SALE:

NOW, THEREFORE, know all men by these presents, that I, Douglas A.
Yeager, of Harris County, Texas, as Substitute Trustee as aforesaid, as
GRANTOR by virtue of the powers vested in me under the aforementioned Deed
of Trust and in consideration of the premises and the payment by Mortgagee,
as GRANTEE, of the sum of Thirteen Million Eight Hundred Thousand Dollars
($13,800,000) by the crediting of such amount first against the expenses of
advertising, sale and conveyance incurred by Mortgagee, as holder of the
Note, the balance being credited against the Note, the receipt of which is
hereby acknowledged (which consideration has been applied in accordance
with the requirements of the Deed of Trust), have GRANTED, BARGAINED, SOLD
and CONVEYED and by the presents do hereby GRANT, BARGAIN, SELL and CONVEY
the Property unto Grantee, whose address is 2929 Allen Parkway, Houston,
Texas 77019.

TO HAVE AND TO HOLD the Property unto Grantee, and Grantee's
successors and assigns, forever; and I do hereby bind Mortgagor and
Mortgagor's successors and assigns, to warrant and forever defend all and
singular the Property unto Grantee and Grantee's successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or
any part thereof.

IN TESTIMONY WHEREOF, this instrument is executed effective as of
December 5, 1995.

Douglas A. Yeager, Substitute Trustee

THE STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on December 5, 1995, by
Douglas A. Yeager, as Substitute Trustee

Kathy Dianne West
Notary Public in and for the
State of Texas
Printed Name: Kathy Dianne West
My Commission Expires: 5/25/96

EXHIBIT A - Real Property

After recording, return to:

Douglas A. Yeager
Liddell, Sapp, Zivley, Hill
& LaBoon, L.L.P.
3400 Texas Commerce Tower
Houston, Texas 77002

- 2 -

EXHIBIT A

H & M ASSOCIATES, LTD. - HOUSTON PROPERTY
(12.8027 ACRES)

Being 12.8027 acres (557,684 square feet) of land out of and part of
tracts of land belonging to H & M Associates, LTD. - Houston as recorded in
the Harris County Clerk File No. F901897 and the Harris County Film Code
No's. ###-##-#### and ###-##-#### and tracts of land conveyed to Town and
Country Commercial Park Limited as recorded in the Harris County Clerk File
No. F355471 and the Harris County Film Code No. 191-83-1955. Said 12.8027
acre tract is out of the George Bellows Survey, Abstract 3 and further
described by metes and bounds (with all bearings and coordinates based on
the Texas Plane Coordinate System, South Central Zone) as follows:

POINT OF COMMENCEMENT (X=3090408.833, Y=723260.134) at the
intersection of the east right-of-way line of West Belt Drive and the north
right-of-way of Queensbury Lane. Said point being the southwest corner of
a tract of land out of said tracts conveyed to said Town & Country
Commercial Park Limited as recorded in the Harris County Clerk File No.
F355471;

THENCE N 87 degrees 21' 44" E, along the said north right-of-way line and
being the sough property line of said Town & Country Commercial Park
Limited tract a distance of 1046.90 feet to the southeast corner of said
tract and being the southwest corner of said tract conveyed to said Town &
Country Commercial Park Limited as recorded in the Harris County Film Code
No. ###-##-####;

THENCE continuing N 87 degrees 21' 44" E, along the said north right-of-way
line and being the south property line of said Town & Country Commercial
Park Limited tract a distance of 30.00 feet to the POINT OF BEGINNING
(X=3091484.592, Y=723309.695) at the southeast corner of said Town &
Country Commercial Park Limited tract and being the southwest corner of a
tract of land belonging said H & M Associates, LTD. - Houston as recorded
in the Harris Country Film Code No. 192-88-0290;

THENCE N 02 degrees, 38' 16" W, along the east property line of said Town &
Country Commercial Park Limited tract and the most easterly west property
line of said H & M Associates tract a distance of 3.00 feet to the most
southerly south wall of Parking Structure No. 2;

THENCE continuing N 02 degrees 38' 16" W, along the said east property line
and said west property line through said Parking Structure No. 2 a distance
of 187.00 feet for a total distance of 190.00 feet to the most southerly
north wall of said Parking Structure No. 2;

THENCE S 87 degrees 21' 44" W, along the said most southerly north wall a
distance of 2.56 feet to the centerline of the 24' wide north entrance
driveway to said Parking Structure No. 2;

THENCE continuing S 87 degrees 21' 44" W, along the said most southerly
north wall a distance of 27.44 feet to the said west property line of said
Town & Country Commercial Park Limited tract as recorded in the Harris
County Film Code No. 191-83-1955 and being the said east property line of
said Town & Country Commercial Park Limited tract as recorded in the Harris
County Clerk File No. F355471;

EXHIBIT A
Page 1 of 16

THENCE continuing S 87 degrees 21' 44" W, along the said most southerly
north wall a distance of 59.92 feet for a total distance of 89.92 feet to
an east wall of said Parking Structure No. 2;

THENCE N 02 degrees 38' 16" W, along the said east wall a distance of 59.69
feet to a south property line of a tract of land belonging to H & M
Associates LTD. - Houston as recorded in the Harris County Film Code No.
###-##-####;

THENCE continuing N 02 degrees 38' 16" W, along the said east wall a
distance of 3.31 feet for a total distance of 63.00 feet to a north wall of
said Parking Structure No. 2;

THENCE S 87 degrees 21' 44" W, along the said north wall a distance of 32.67
feet to the east wall of a stairwell for said Parking Structure No. 2;

THENCE N 02 degrees 38' 16" W, along the said east wall of said stairwell a
distance of 16.30 feet to the northeast corner of said stairwell;

THENCE S 87 degrees 21' 44" W, along the north wall of said stairwell a
distance of 9.00 feet to the northwest corner of said stairwell;

THENCE S 02 degrees 38' 16" E, along the west wall of said stairwell a
distance of 16.30 feet to the said north wall of said Parking Structure No.
2;

THENCE 87 degrees 21' 44" W, along the said north wall a distance of 150.00
feet to the most westerly east wall of said Parking Structure No. 2;

THENCE N 02 degrees 38' 16" W, along the said most westerly east wall a
distance of 26.58 feet to the most westerly northeast corner of said
Parking Structure No. 2;

THENCE S 87 degrees 21' 44" W, along the most northerly north wall of said
Parking Structure No. 2 a distance of 20.44 feet to a west property line of
said H & M Associates, LTD. - Houston tract;

THENCE continuing S 87 degrees 21' 44" W, along the said most northerly
north wall a distance of 45.56 feet for a total distance of 66.00 feet to
the northwest corner of said Parking Structure No. 2;

THENCE N 02 degrees 38' 16" W, along a northerly extension of the most
westerly west wall of said Parking Structure No. 2 a distance of 31.17 feet
to a sough wall of Town & Country Mall;

THENCE S 87 degrees 21' 44" W, along the said south wall of said Town &
Country Mall a distance of 22.67 feet to the most easterly east wall of
Joske's;

THENCE N 02 degrees 38' 18" W, along the said Joske's wall a distance of
26.36 feet to a south property line of said H & M Associates, LTD. -
Houston tract as recorded in the Harris County Film Code No. 200-99-1721;

EXHIBIT A
Page 2 of 16

THENCE continuing N 02 degrees 38' 18" W, along said Joske's wall and being
a west property line of said H & M Associates, LTD. - Houston tract a
distance of 12.79 feet for a total distance of 39.15 feet to an angle point
in said Joske's wall and property line of said H & M Associates, LTD. -
Houston tract;

THENCE S 87 degrees 21' 42" W, along the said Joske's wall and said
property line a distance of 9.30 feet to an angle point in said Joske's wall and
said property line;

THENCE N 02 degrees 38' 18" W, along said Joske's wall and said property
line a distance of 22.50 feet to an angle point in said Joske's wall and
said property line;

THENCE N 87 degrees 21' 42" E, along the said Joske's wall and said
property line a distance of 4.73 feet to an angle point in said Joske's wall and
said property line;

THENCE N 02 degrees 38' 18" W, along said Joske's wall and said property
line a distance of 27.55 feet to Joske's northeast corner and being an
angle point in said property line;

THENCE S 87 degrees 20' 44" W, along Joske's north wall and being the most
northerly south property line of said H & M Associates, LTD. - Houston
tract a distance of 301.64 feet to Joske's northwest corner;

THENCE continuing S 87 degrees 20' 44" W, along the said most northerly
south property line a distance of 31.16 feet for a total distance of 332.80
feet to the most westerly southwest corner of said H & M Associates, LTD. -
Houston tract;

THENCE N 02 degrees 38' 16" W, along the most westerly west property
line of said H & M Associates, LTD. - Houston tract a distance of 19.99 feet to
the south property line of a 14.2531 acre tract of land out of tracts of land
belonging to H & M Associates as recorded in the Harris County Clerk File
No. F901897;

THENCE S 87 degrees 21' 44" W, along the said south property line of said
14.2531 acre tract a distance of 39.79 feet;

THENCE N 02 degrees 38' 16" W, a distance of 132.31 feet;

THENCE S 87 degrees 21' 44" W, a distance of 74.49 feet to the west
property line of said 14.2531 acre tract;

THENCE N 02 degrees 38' 16" W, along the said west property line a distance
of 203.68 feet to the south wall of Parking Structure No. 1;

THENCE continuing N 02 degrees 38' 16" W, along the said west property line
through Parking Structure No. 1 a distance of 465.21 feet to the most
northerly north wall of said Parking Structure No. 1;

THENCE continuing N 02 degrees 38' 16" W, along the said west property line
a distance of 11.18 feet for a total distance of 680.07 feet to the
northwest corner of said 14.2531 acre tract;

THENCE N 87 degrees 18' 10" E, along the most northerly north property line
of said 14.2531 acre tract a distance of 119.06 feet to a more northerly
extension of the east wall of said Parking Structure No. 1;

EXHIBIT A
Page 3 of 16

THENCE S 02 degrees 38' 16" E, along the said northerly extension of the
said east wall a distance of 11.30 feet to the north east corner of said
Parking Structure No. 1;

THENCE continuing S 02 degrees 38' 16" E, along the said east wall a
distance of 334.71 feet for a total distance of 346.01 feet to a westerly
extension of the north wall of Town & Country Mall;

THENCE N 87 degrees 21' 44" E, along the said westerly extension a distance
of 39.95 feet to the northwest corner of said Town & Country Mall;

THENCE continuing N 87 degrees 21' 44" E, along the said north wall a
distance of 6.67 feet to the southwest corner of Neiman Marcus;

THENCE continuing N 87 degrees 21' 44" E, along Neiman Marcus south wall a
distance of 175.54 feet to Neiman Marcus southeast corner;

THENCE continuing N 87 degrees 21' 44" E, along the said Town & Country
Mall north wall a distance of 59.70 feet to the northeast corner of said Town &
Country Mall;

THENCE continuing N 87 degrees 21' 44" E, along an easterly extension of
the said north wall a distance of 26.36 feet for a total distance of 308.22
feet to a southerly extension of the west curb line of the ring road which
lies along the east side of Neiman Marcus;

THENCE N 02 degrees 28' 16" W, along the said southerly extension and said
west curb line a distance of 151.21 feet to a westerly extension of the
north curb line of the westerly extension of the 30' wide access drive
which lies along the north side of Parking Structure No. 3;

THENCE N 87 degrees 21' 44" E, along the said westerly extension of said
north curb line and along said north curb line a distance of 111.71 feet to
a southerly extension of the west curb line of the 46' wide entrance drive
which lies along the west side of Pad "A";

THENCE N 02 degrees 38' 16" W, along the said southerly extension of said
west curb line and along said west curb line a distance of 155.00 feet to
the south right-of-way line of Town & Country Way and being a north
property line of said 14.2531 acre tract;

THENCE N 87 degrees 23' 07" E, along the said south right-of-way line and
said north property line a distance of 23.00 feet to the centerline of said
46' wide entrance drive;

THENCE S 02 degrees 38' 16" E, along the said centerline a distance of
169.66 feet to the centerline of the said 30' wide access drive;

THENCE S 87 degrees 21' 44" W, along the said centerline of said 30' wide
access drive a distance of 117.07 feet to the centerline of said ring road
which lies along the east side of Neiman Marcus;

THENCE S 02 degrees 38' 16" E, along the said centerline of said ring road
a distance of 222.51 feet to the south curb line of the ring road which lies
along the north side of Marshall Fields;

EXHIBIT A
Page 4 of 16

THENCE S 87 degrees 21' 44" W, along the said south curb line and a
westerly extension of said south curb line a distance of 44.00 feet to the east
all of said Town & Country Mall;

THENCE S 02 degrees 38' 16" E, along the said east wall a distance of 19.83
feet to Marshall Fields north wall;

THENCE S 87 degrees 21' 44" W, along said Marshall Fields north wall a
distance of 43.50 feet to Marshall Fields northwest corner;

THENCE S 02 Degr. 38' 16" E, along Marshall Fields wall a distance of
61.00 feet to an angle point in said Marshall Fields wall;

THENCE S 87 Degr. 21' 44" W, along said Marshall Fields wall a distance of
15.00 feet to an angle point in said Marshall Fields wall;

THENCE S 02 Degr. 38' 16" E, along said Marshall Fields wall a distance of
90.33 feet to an angle point in said Marshall Fields wall;

THENCE N 87 Degr. 21' 44" E, along said Marshall Fields wall a distance of
15.00 feet to an angle point in said Marshall Fields wall;

THENCE S 02 Degr. 38' 16" E, along said Marshall Fields wall a distance of
61.00 feet to Marshall Fields southwest corner;

THENCE N 87 Degr. 21' 44" E, along said Marshall Fields wall a distance of
61.00 feet to an angle point in said Marshall Fields wall;

THENCE S 02 Degr. 38' 16" E, along said Marshall Fields wall a distance of
15.00 feet to an angle point in said Marshall Fields wall;

THENCE N 87 Degr. 21' 44" E, along said Marshall Fields wall a distance of
90.33 feet to an angle point in said Marshall Fields wall;

THENCE N 02 Degr. 38' 16" W, along said Marshall Fields wall a distance of
15.00 feet to an angle point in said Marshall Fields wall;

THENCE N 87 Degr. 21' 44" E, along said Marshall Fields wall a distance of
61.00 feet to Marshall Fields southeast corner;

THENCE N 02 Degr. 38' 16" W, along said Marshall Fields wall a distance of
43.33 feet to a north wall of Town & Country mall;

THENCE N 87 Degr. 21' 44" E, along the said north wall of said Town &
Country Mall a distance of 39.00 feet to the east wall of Marshall Fields
loading dock;

THENCE N 02 Degr. 38' 16" W, along the said east wall of said loading dock
a distance of 100.20 feet to the north end of said loading dock;

THENCE N 87 Degr. 21' 44" E, a distance of 57.19 feet to the west wall of
Parking Structure No. 3;

EXHIBIT A
Page 5 of 16

THENCE N 02 Degr. 38' 16" W, along the said west wall of said Parking
Structure No. 3 a distance of 288.25 feet to the northwest corner of said
Parking structure No. 3;

THENCE continuing N 02 Degr. 38' 16" W, along an extension of the said
west wall of said Parking structure No. 3 a distance of 22.51 feet for a
total distance of 310.76 feet to the centerline of said 30' wide access
drive which lies along the north side of said Parking Structure No. 3;

THENCE N 87 Degr. 21' 44" E, along the said centerline a distance of
125.97 feet to the east property line of said 14.2531 acre tract of land
out of tracts of land belonging to H & M Associates as recorded in the
Harris County Clerk File No. F901897 and being the west property lien of
said 1.3533 acre tract of land belonging to H & M Associates, LTD. -
Houston as recorded in the Harris County Film Code No. 192-88-0290;

THENCE continuing N 87 Degr. 21' 44" E, along the said centerline a
distance of 30.03 feet for a total distance of 156.00 feet to the
centerline of the 48' wide entrance drive which leads to the speed ram for
said Parking Structure No. 3;

THENCE N 02 Degr. 38' 16" W, along the said centerline of said 48' wide
entrance drive a distance of 169.96 feet to the south right-of-way line of
Town & Country Way;

THENCE N 87 Degr. 20' 16" E, along the said south right-of-way line a
distance of 29.97 feet to the east property line of said 1.3533 acre tract
and being the west property line of a 5.6659 acre tract of land out of
tracts of land belonging to H & M Associates as recorded in the Harris
County Clerk File No. F901897;

THENCE continuing N 87 Degr. 20' 16" E, along the said south right-of-way
line and being the north property line of said 5.6659 acre tract a distance
of 241.58 feet for a total distance of 271.55 feet to the west right-of-way
line of Town & Country Blvd. as deeded by H & M Associates in the Harris
County Film Code No. 186-81-0457;

THENCE S 02 Degr. 50' 36" E, along the said west right-of-way line a
distance of 129.78 feet to an angle point in said west right-of-way line'

THENCE S 02 Degr. 32' 36" E, along the said west right-of-way line a
distance of 416.06 feet to the centerline of the entrance drive to the 32'
wide ring road which lies along the north side of Penney's;

THENCE S 87 Degr. 21' 44" W, along the said centerline of said 32' wide
ring road a distance of 241.36 feet to the said west property line of said
5.6659 acre tract and said east property line of said 1.3533 acre tract;

THENCE continuing S 87 Degr. 21' 44" W, along said centerline a distance
of 58.89 feet for a total distance of 300.25 feet to the point of tangency
of a curvature to the right in the said centerline of said 32' wide ring
road;

THENCE along said curve to the right and said centerline of said 32'
wide ring road having a delta of 00 Degr. 32' 18", radius= 164.00 feet, chord
length = 1.11 feet, chord bearing = S 87 Degr. 23' 23" W, tangent length = 0.56
feet, an arc distance of 1.11 feet to the said west property line of said
1.3533 acre tract and said east property line of said 14.2531 acre tract;

EXHIBIT A
Page 6 of 16

THENCE continuing along the curve to the right and said centerline
having a delta = 08 Degr. 30' 26", radius = 164.00 feet, chord length = 24.33
feet, chord bearing = N 87 Degr. 59' 45" W, tangent length = 12.20 feet, an arc
length of 24.35 feet for a total arc length of 25.46 feet to a point of
tangency of a reverse curve to the left and said centerline;

THENCE along said curve to the left and said centerline having a
delta = 00 Degr. 55' 12", radius = 196.00 feet, chord length = 3.15, chord
bearing = N 84 Degr. 12' 08" W, tangent length = 1.57, an arc length of 3.15
feet to a northerly extension of the west wall of Penney's;

THENCE S 02 Degr. 28' 16" E, along the said northerly extension a distance
of 34.43 feet to Penney's northwest corner;

THENCE continuing S 02 Degr. 38' 16" E, along said Penney's west wall a
distance of 3.60 feet to the said Town & Country Mall north wall;

THENCE continuing S 02 Degr. 38' 16" E, along said Penney's west wall a
distance of 191.28 feet to the north property line of said H & M
Associates, LTD. - Houston tract as recorded in the Harris County Film Code
No. ###-##-####;

THENCE continuing S 02 Degr. 38' 16" E, along said Penney's west wall a
distance of 117.14 feet for a total distance of 346.45 feet to the said
Town & Country Mall south wall;

THENCE 87 Degr. 21' 44" W, along the said south wall a distance of 7.83
feet to the east curb line of the service drive which lies along the west
side of Penney's;

THENCE S 02 Degr. 38' 16" E, along the said curb line and a southerly
projection of said curb line a distance of 80.68 feet to the most southerly
south property line of said H & M Associates, LTD. - Houston tract as
recorded in the Harris County Film Code No. 200-99-1721;

THENCE continuing S 02 Degr. 38' 16" E, along said southerly extension of
said east curb line a distance of 13,02 feet for a total distance of 93.70
feet to the centerline of the 32' wide ring road which lies along the south
side of Penney's;

THENCE N 87 Degr. 21' 44" E, along the said centerline of said 32" wide
ring road a distance of 35.19 feet to the said east property line of said
Town & Country Commercial Park Limited tract as recorded in the Harris
County Clerk File No. F355471 and being the west property line of said Town
& Country Commercial Park Limited tract as recorded in the Harris County
Film Code No. 191-83-1955;

THENCE continuing N 87 Degr. 21' 44" E, along the said centerline of said
ring road a distance of 30.00 feet to the said east property line of said
Town & Country Commercial Park Limited tract as recorded in the Harris
County Film Code No. 191-83-1955 and being the said most easterly west
property line of said 1.3533 acre tract belonging to H & M Associates,
LTD. - Houston as recorded in the Harris County Film Code No. 192-88-0290;

EXHIBIT A
Page 7 of 16

THENCE continuing N 87 Degr. 21' 44" E, along the said centerline of said
ring road a distance of 12.50 feet for a total distance of 77.69 feet to a
northerly extension of the most easterly east wall of said Parking
Structure No. 2;

THENCE S 02 Degr. 38' 16" E, along the said northerly extension a distance
of 19.00 feet to the most easterly northeast corner of said Parking
Structure No. 2;

THENCE continuing S 02" 38' 16" E, along the said most easterly east
wall of said Parking Structure No. 2 a distance of 187.00 feet for a total
distance of 206.00 feet to the southeast corner of said Parking Structure
No. 2;

THENCE S 87 Degr. 21' 44" W, along the most southerly south wall of said
Parking Structure No. 2 a distance of 3.06 feet to the east side of the 24'
wide south entrance driveway to said Parking Structure No. 2;

THENCE S 02 Degr. 38' 16" E, along the said east side of said 24' wide
driveway a distance of 3.00 feet to the said north right-of-way line of
Queensbury Land and said south property line of said 1.3533 acre tract
belonging to H & M Associates, LTD. - Houston as recorded in the Harris
County File, Code No. ###-##-####;

THENCE S 87 Degr. 21' 44" W, along the said north right-of-way line and
said south property line a distance of 9.44 feet to the POINT OF BEGINNING
and containing 12.8027 acres of land more or less.

M/B Written 4/18/83
C&B JOB NO. 7844932
M/B Revised 5/2/83
C&B JOB NO. 7844940
M/B Revised 5/23/83

EXHIBIT A
Page 8 of 16

H&M ASSOCIATES, LTD. - HOUSTON PROPERTY
DEVELOPER TRACT PAD "A"
(0.7363 ACRES)

BEING 0.7363 acres (32,071 square feet) of land out of and part of
14.2531 acre tract out of tracts of land belonging to H & M Associates as
recorded in the Harris County Clerk File No. 901897. Said 0.7363 acre
tract is out of the George Bellows Survey Abstract 3 and is further
described in metes and bounds (with all bearings and coordinates based on
the Texas Plane Coordinate System, South Central Zone) as follows:

POINT OF COMMENCEMENT (X=3090408.833, Y=723260.134) at the
intersection of the north right-of-way line of Queensbury Lane and the east
right-of-way line of West Belt Drive. Said point being a southwest corner
of a tract of land belonging to Town and Country Commercial Park Ltd. as
recorded in the Harris Country Clerk File No. F355471;

THENCE N 02 Degr. 38' 16" W, along the said east right-of-way line and
being a west property line of said Town and Country Commercial Park Ltd.
tract a distance of 1232.25 feet to the northwest corner of said Town and
Country Commercial Park Ltd. tract;

THENCE N 87 Degr. 22' 10" E, along the north property line of said Town
and Country Commercial Park Ltd. tract a distance of 254.99 feet to the
northwest corner of said 14.2531 acre tract belonging to H & M Associates;

THENCE 87 Degr. 18' 10" E, along the most northerly north property line of
said H & M Associates tract a distance of 224.95 feet to the west right-of-
way of Town and Country Blvd. (100 R.O.W.);

THENCE S 02 Degr. 33' 05" E, along the said west right-of-way line and
being an east property line of said H & M Associates tract a distance of
39.79 feet to the south right-of-way line of Town and Country Way and being
a north property line of said H & M Associates tract;

THENCE N 87 Degr. 23' 07" E, along the said south right-of-way line and
said north property line a distance of 360.10 feet to an extension of the
east curbline of the 46 foot wide entrance drive which is located the west
side of Pad A and being the POINT OF BEGINNING (X=3091193.041,
Y=724490.044);

THENCE N 87 Degr. 23' 07" E, along the said sough right-of-way line and
said north property line a distance of 206.92 feet to the west property
line of a 1.3533 acre tract belonging to H & M Associates, Ltd. - Houston
as recorded in the Harris County Film Code No. 192-88-0290;

THENCE S 02 Degr. 38' 16" E, along the said west property line a distance
of 154.95 feet to an extension of the north curbline of the 30 foot wide
access road between Parking Structure #3 and Pad A;

THENCE S 87 Degr. 21' 44" W, along the said north curbline and extensions
of said north curbline a distance of 206.92 feet to a southerly extension
of the said east curbline of said 46 foot wide entrance drive;

THENCE N 02 Degr. 38' 16" W, along said southerly extension of said east
curbline, along said east curbline and a northerly extension of said east
curbline a distance of 155.03 feet to the POINT OF BEGINNING and containing
0.7363 acres of land more or less.
M/B Written: 03-31-83
C&B Job No: 78449-39

EXHIBIT A
Page 9 of 16

EASEMENT TRACT I
(PARKING STRUCTURE TRACT)
(LEGAL DESCRIPTION FOR TRACT I)
2.7710 ACRES OF LAND

Being 2.7710 acres (120,704 square feet) of land out of and part of a
tract of land belonging to H & M Associates as recorded in the Harris
County Clerk File No. F901897 and a part of a tract of land belonging to
Town & Country Commercial Park Limited as recorded in Harris County Clerk
File No. F355471. Said 2.7710 acre tract is out of the George Bellows
Survey, Abstract 3 and further described by metes and bounds (with all
bearings and coordinates based on the Texas Plane Coordinate System, South
Central Zone) as follows:

COMMENCING at a 5/8" iron rod (X=3090408.833, Y=723260.134) at the
intersection of the north right-of-way line of Queensbury Lane and the east
right-of-way line of West Belt Drive;

THENCE N 02 Degr. 38' 17" W, along the said east right-of-way line of West
Belt Drive, and being the west property line of said tract of land
belonging to Town & Country Commercial Park Limited, a distance of 1232.25
feet to a 5/8" iron rod;

THENCE N 87 Degr. 22' 10" E, along the most northerly north property line
of said tract of land belonging to Town & Country Commercial Park Limited,
a distance of 254.99 feet to an iron rod being the most northerly northeast
corner of said tract of land and the most northerly corner of said tract of
land belonging to H & M Associates.

THENCE S 02 Degr. 38' 16" E, along the most westerly east property line of
said tract of land belonging to Town & Country Commercial Park Limited a
distance of 11.18 feet to a point on the north wall of Parking Structure
No. 1 for the POINT OF BEGINNING (X=3090607.359, Y=724491.613);

THENCE N 87 Degr. 21' 44" E, along the north wall of parking Structure No.
1 a distance of 119.06 feet to the northeast corner of this tract;

THENCE E 02 Degr. 38' 16" E, along the east wall of Parking Structure No.
1 a distance of 465.21 feet to the southeast corner of this tract;

THENCE S 87 Degr. 21' 44" W, along the south wall of Parking Structure No.
1 a distance of 314.75 feet to a point said point being 195.69 feet in a
westerly perpendicular direction from the said most westerly east property
line of land belonging to Town & Country Commercial Park Limited and being
the southwest corner of this tract;

THENCE N 02 Degr. 38' 16" W, along the west wall of Parking Structure No.
1 a distance of 250.21 feet to a point;

THENCE S 87 Degr. 21' 44" W, a distance of 59.30 feet to a point on the
said east right-of-way line of West Belt Drive;

THENCE N 02 Degr. 38' 16" W, along the said east right-of-way line, a
distance of 25.77 feet of the most westerly northwest corner of this tract;

EXHIBIT A
Page 10 of 16

THENCE N 87 Degr. 21' 44" E, a distance of 203.30 feet to a point;

THENCE N 02 Degr. 38' 16" W, along the most northerly west wall of Parking
Structure No. 1 a distance of the 189.23 feet to the most easterly
northwest corner of this tract;

THENCE N 87 Degr. 21' 44" E, along the north wall of parking Structure No.
1 a distance of 51.69 feet to the POINT OF BEGINNING and containing 2.7710
acres of land more or less.

M/B Written 01/21/83
REVISED: 03/14/83
C&B JOB NO. 7844905

EXHIBIT A
Page 11 of 16

EASEMENT TRACT II
(PARKING STRUCTURE TRACT)
(LEGAL DESCRIPTION FOR TRACT II)
1.7593 ACRES OF LAND

Being 1.7593 acres (76,635 sq. ft.) of land out of and part of tracts
of land belonging to Town & Country Commercial Park Ltd. as recorded in the
Harris County Clerk File No. F355471 and the Harris County File Code No.
###-##-####, and belonging to H & M Associates, Ltd. - Houston as recorded
in the Harris County Film Code Nos. 192-38-0290 and 200-99-1721. Said
1.7593 acre tract is out of the George Bellows Survey, Abstract 3 and is
further described by metes and bounds (with all bearings and coordinates
based on the Texas Plane Coordinate System, South Central Zone) as follows:

POINT OF COMMENCEMENT (X=3090408.833, Y=723260.134) at the
intersection of the north right-of-way line of Queensbury Lane and the east
right-of-way line of West Belt Drive. Said point being a southwest corner
of said Town & Country Commercial Park Ltd. as described in the Harris
County File No. F355471;

THENCE N 87 Degr. 21' 44" E, along the said north right-of-way line of
Queensbury Lane and being the south property line of said Town and Country
Commercial Park Ltd. tracts a distance of 1076.90 feet to the most easterly
southwest cornier of said H & M Associates, Ltd. - Houston tract as
described in the Harris County Film Code No. 192-88-0290 and being the
POINT OF BEGINNING (X=3091484.592, Y=723309.695);

THENCE S 87 Degr. 21' 44" W, along the said north right-of-way line of
Queensbury Lane a distance of 14.56 feet;

THENCE N 02 Degr. 38' 16" W, a distance of 3.00 feet to the south wall of
Parking Structure #2;

THENCE S 87 Degr. 21' 44" W, along the said south wall a distance of
270.11 feet to the most easterly southwest corner of Parking Structure #2;

THENCE N 02 Degr. 38' 16" W, along the most easterly west wall of Parking
Structure #2 a distance of 141.58 feet to the most northerly south wall of
Parking Structure #2;

THENCE S 87 Degr. 21' 44" W, along the said most northerly south wall a
distance of 62.92 feet to the westerly southwest corner of Parking
Structure #2;

THENCE N 02 Degr. 38' 16" W, along the most westerly west wall of Parking
Structure #2 a distance of 135.00 feet to the northwest corner of Parking
Structure #2;

THENCE N 87 Degr. 21' 44" E, along the most northerly north wall of
parking Structure #2 a distance of 45.56 feet to the most easterly west
property line of said H & M Associates, Ltd. - Houston tract as recorded in
the Harris County Film Code No. 200-99-1821;

THENCE N 87 Degr. 21' 44" E, along the said north wall of Parking
Structure #2 a distance of 20.44 feet to the most westerly northeast corner
of Parking Structure #2;

THENCE S 02 Degr. 39' 16" E, along the most westerly east wall of Parking
Structure #2 a distance of 26.58 feet to a north wall of Parking Structure
#2;

THENCE N 87 Degr. 21' 44" E, along the said north wall a distance of
160.00 feet to the west wall of a stairwell for Parking Structure;

THENCE N 02 Degr. 83' 16" W, along the said west wall of said stairwell a
distance of 16.30 feet to the north wall of said stairwell.

EXHIBIT A
Page 12 of 16

THENCE N 87 Degr. 21' 44" E, along the said north wall of said stairwell a
distance of 9.00 feet to the east wall of said stairwell;

THENCE S 02 Degr. 38; 16" E, along the said east wall of said stairwell a
distance of 16.30 feet to the said north wall of Parking Structure #2;

THENCE N 87 Degr. 21' 44" E, along the said north wall of Parking
Structure #2 a distance of 32.67 feet to a northeast corner of Parking
Structure #2;

THENCE S 02 Degr. 38' 16" E, along an east wall of Parking Structure #2 a
distance of 3.31 feet to the most southerly south property line of said H &
M Associates, Ltd. - Houston tract as recorded in the Harris County Film
Code No. ###-##-####;

THENCE S 02 Degr. 38' 16" E, along the east wall a distance of 59.69 feet
to the most southerly north wall of Parking Structure #2;

THENCE N 87 Degr. 21' 44" E, along the said most southerly north wall a
distance of 89.92 feet to the most easterly west property line of said H &
M Associates, Ltd. - Houston tract as recorded in the Harris County Film
Code No. ###-##-####;

THENCE N 87 Degr. 21' 44" E, along the said most southerly north wall a
distance of 12.50 feet to the most easterly northeast corner of Parking
Structure #2;

THENCE S 02 Degr. 38' 16" E, along the most easterly east wall of Parking
Structure #2 a distance of 187.00 feet to the southeast corner of Parking
Structure #2;

THENCE S 87 Degr. 21' 44" W, along the most southerly south wall of
Parking Structure #2 a distance of 3.06 feet;

THENCE S 02 Degr. 38' 16" E, a distance of 3.00 feet to the said north
right-of-way line of Queensbury Lane;

THENCE S 87 Degr. 21' 44" W, along the said north right-of-way line of
Queensbury Lane a distance of 9.44 feet to the POINT OF BEGINNING and
containing 1.7593 acres of land more or less.

M/B Written: 06-24-82
Revised: 01-10-83
Revised: 3-25-83
C&B Job No. 78449-05
78449-35
Revised: 04-20-83

EXHIBIT A
Page 13 of 16

(PARKING STRUCTURE TRACT III)
(LEGAL DESCRIPTION FOR TRACT III)
2.7914 ACRES OF LAND
(DEVELOPER LAND)

BEING 2.7914 acres (121,595 square feet) of land out of and part of
tracts of land belonging to H & M Associates as recorded in the Harris
County Clerk File No. F901897 and to H & M Associates, Ltd. - Houston as
recorded in the Harris County Film Code No. 192-88-0290. Said 2.7914 acre
tract is out of the George Bellows Survey, Abstract 3 and further described
by metes and bounds (with all bearings and coordinates based on the Texas
Plane Coordinate System, South Central Zone) as follows:

POINT OF COMMENCEMENT (X=3090408.833, Y=723260.134) at the
intersection of the north right-of-way line of West Belt Drive and the
north right-of-way line of Queensbury Lane. Said point being a southwest
corner of a tract of land belonging to Town & Country Commercial Park Ltd.
as recorded in the Harris County Clerk File No. F355471;

THENCE N 87 Degr. 21' 44" E, along the said north right-of-way line of
Queensbury Land and being the south property lines of tracts of land
belonging to Town and Country Commercial Park Ltd. as recorded in the
Harris County Clerk File No. F355471 and the Harris Country Film Code No.
###-##-#### and belonging to H & M Associates, Ltd. - Houston as recorded
in the Harris County Film Code No. 192-88-0290 and belonging to H & M
Associates as recorded in the Harris County Clerk File No G848103 as
distance of 1347.20 feet to the west right-of-way line of Town and Country
Blvd. as deeded by H & M Associates in Harris County Film Code No. 186-81-
0457 and being out of tracts of land belonging to H & M Associates as
recorded in the Harris County Clerk File Nos. F901897 and G848103;

THENCE N 02 Degr. 32' 36" W, along the said west right-of-way line a
distance of 1062.78 feet to an angle point in said west right-of-way line;

THENCE N 02 Degr. 50' 36" W, along the said west right-of-way line a
distance of 129.78 feet to the sough right-of-way line of Town and Country
Way;

THENCE S 87 Degr. 20' 16" W, along the said south right-of-way line and
being the north property lines of tracts of land belonging to H & M
Associates as recorded in the Harris County Clerk File No. F901897 and to H
& M Associates, Ltd. - Houston as recorded in the Harris Country Film Code
No. ###-##-#### a distance of 301.58 feet to the northeast corner of a
14.2531 acre tract out of tracts of land belonging to said H & M Associates
as recorded in the Harris County Clerk File No. F901897;

THENCE S 02 Degr. 38' 16" E, along the east property line of said 14.2531
acre tract and being the west property line of said H & M Associates, Ltd.
- - Houston tract a distance of 192.46 feet to the north wall of Parking
Structure #3 and being the POINT OF BEGINNING (X=3091408.605,
Y=724207.227);

THENCE N 87 Degr. 21' 44" E, along the said north wall a distance of 60.00
feet to the east property line of said H & M Associates, Ltd. - Houston
tract and being the west property line of a 5.6659 acre tract out of the
said H & M Associates tract as recorded in the Harris County Clerk File No.
F901897;

EXHIBIT A
Page 14 of 16

THENCE N 87 Degr. 21' 44" E, along the said north wall a distance of
187.88 feet to the northeast corner of Parking Structure #3;

THENCE S 02 Degr. 38' 16" E, along the east wall of Parking Structure #3 a
distance of 325.25 feet to the southeast corner of Parking Structure #3;

THENCE S 87 Degr. 21' 44" W, along the south wall of Parking Structure #3
a distance of 187.88 feet to the said west property line of said 5.6659
acre tract and being the said east property line of said H & M Associates,
Ltd. - Houston tract;

THENCE S 87 Degr. 21' 44" W, along the said south wall a distance of 60.00
feet to the said west property line of said H & M Associates, Ltd. -
Houston tract and being the said east property line of said 14.2531 acre
tract;

THENCE S 87 Degr. 21' 44" W, along the said south wall a distance of
125.97 feet and being the southwest corner of Parking Structure #3;

THENCE N 02 Degr. 38' 16" W, along the west wall of Parking Structure #3 a
distance of 325.25 feet to the northwest corner of Parking Structure #3;

THENCE N 87 Degr. 21' 44" E, along the said north wall of Parking
Structure #3 a distance of 125.97 feet and being the POINT OF BEGINNING and
containing 2.7914 acres of land more or less.

M/B Written: 03-29-83
C&B Job No. 78449-031
Revised: 04-20-83

EXHIBIT A
Page 15 of 16

All of Mortgagor's right, title and interest (a) under that certain
Construction, Operation and Reciprocal Easement Agreement ("REA") dated
April 28, 1983, recorded in the Clerk's Office under Clerk's File No.
H920353 and (b) as set forth in three (3) Parking Structure Ownership
Agreements ("PARKING STRUCTURE OWNERSHIP AGREEMENTS") dated April 28, 1983,
recorded in the Clerk's Office under Clerk's File Nos. H920354, H920355 and
H920356.

EXHIBIT A
Page 16 of 16

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in Plaza/Seattle Limited
Partnership, a Washington limited partnership which holds title to the
Blanchard Plaza Building (formerly Aetna Plaza). Reference is made to Note
3 of the Notes to Consolidated Financial Statements filed with this annual
report for a summary description of the terms of such partnership
agreements. The Partnership's interest in the foregoing joint venture
partnership, and the results of operations are included in the consolidated
financial statements of the Partnership filed with this annual report.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - IX, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, 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 5th day of February, 1996.

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

GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.

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 5th day of February, 1996.

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

JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin

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

STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
A. Lee Sacks

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, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000355472
<NAME> JMB INCOME PROPERTIES, LTD. - IX

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995

<CASH> 4,183,046
<SECURITIES> 0
<RECEIVABLES> 60,125
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,243,171
<PP&E> 26,974,526
<DEPRECIATION> 13,726,829
<TOTAL-ASSETS> 22,833,739
<CURRENT-LIABILITIES> 16,223,456
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 6,543,301
<TOTAL-LIABILITY-AND-EQUITY> 22,833,739
<SALES> 3,347,348
<TOTAL-REVENUES> 3,578,414
<CGS> 0
<TOTAL-COSTS> 2,488,634
<OTHER-EXPENSES> 250,086
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,625,277
<INCOME-PRETAX> (785,583)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,856,174)
<DISCONTINUED> (908,413)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,641,757)
<EPS-PRIMARY> (32.53)
<EPS-DILUTED> (32.53)

</TABLE>

January 9, 1996

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

Re: JMB INCOME PROPERTIES, LTD. - IX
Commission File No. 0-12432
Form 8-K

Gentlemen:

Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8K dated January 9, 1996.

Thank you.

Very truly yours,

JMB INCOME PROPERTIES, LTD. - IX

By: JMB Realty Corporation
Managing General Partner

By: GAILEN J. HULL
Gailen J. Hull
Senior Vice President

GJH/rs

Enclosures
<PAGE>

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 5, 1995

JMB INCOME PROPERTIES, LTD. - IX
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Illinois 0-12432 36-3126228
- ------------------- -------------- --------------------
(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
- -------------------------------------------------------------------

TOWN AND COUNTRY CENTER

Houston, Texas

ITEM 5. OTHER EVENTS. JMB Income Properties, Ltd. - IX (the "Partnership"),
in a joint venture with an affiliated partnership, JMB Income Properties,
Ltd.-VIII, owned an interest in Town and Country Center, a 1,054,000 square
foot regional shopping center located in Houston, Texas, through another joint
venture ("T&C") with the developer of the center. The center includes six
free-standing buildings and a three-level enclosed mall, of which T&C owned
approximately 370,000 square feet of mall space (the "Property"). On December
5, 1995, the lender, American General Life and Accident Insurance Company,
realized upon its security for its non-recourse mortgage loan, which included
the land, building and related improvements of the Property, in discharge of
the loan. The Property was approximately 76% occupied (including temporary
tenants) on the disposition date. As previously reported, the Property faced
strong competition in its area. T&C had prepared and evaluated a plan for an
extensive renovation and re-merchandising of the Property. Given T&C's level
of debt, the strong competition that the Property faced and the significant
cost that would have been required to lease, renovate and re-merchandise the
Property, T&C decided in September 1995 not to commit any additional capital
to pay continued operating deficits of the Property, including funding for
debt service payments, without obtaining a modification to the existing non-
recourse mortgage loan. Consequently, T&C remitted to the lender only the
amount of cash flow from property operations after expenses rather than the
full debt service payment required for the month of September 1995. The
lender was unwilling to modify the loan and realized upon its security as a
result of the default in the payment of debt service.
As a result of the disposition of the Property to the lender and the
liquidation of the joint ventures mentioned above, the Partnership has
recognized a gain of approximately $5,400,000 for financial reporting purposes
and a gain of approximately $3,900,000, for Federal income tax reporting
purposes. Substantially all of the gain for financial reporting purposes
results from the liquidation of the joint ventures. T&C had previously
recorded, at September 30, 1995, a $30,115,000 loss on value impairment (of
which the Partnership's share was approximately $6,917,000) for financial
reporting purposes relating to the underlying real estate assets. There are
no proceeds from the disposition. Under the terms of the applicable venture
agreements, gain on disposition of the Property and liquidations of joint
ventures is to be allocated according to the respective ownership percentages
of the venture partners. The Partnership's ownership percentage in the
Property was 22.97%.
<PAGE>
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.

JMB INCOME PROPERTIES, LTD. - IX

By: JMB Realty Corporation
Managing General Partner

By: GAILEN J. HULL
Gailen J. Hull
Senior Vice President

Dated: January 9, 1996