CARLYLE REAL ESTATE LTD PARTNERSHIP XII, 10-Q, 1994-08-15

CARLYLE REAL ESTATE LTD PARTNERSHIP XII
10-Q, 1994-08-15
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended June 30, 1994 Commission file number 0-12433

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

Illinois 36-3149589
(State of organization) (IRS Employer Identification No.)

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

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

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

PART I FINANCIAL INFORMATION

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

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 16

PART II OTHER INFORMATION

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 20

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 21

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

JUNE 30, 1994 AND DECEMBER 31, 1993

(UNAUDITED)

ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1994 1993
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,357,137 2,789,530
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,062,750 6,865,532
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 811,457 1,085,701
Loan commitment fee (note 3(d)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,163,524
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,400 154,073
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,988,136 605,734
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,235,880 12,664,094
------------ ------------
Investment properties, at cost:
Land and leasehold interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,021,695 18,021,695
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237,739,246 235,978,139
------------ ------------
255,760,941 253,999,834
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,931,372 82,546,206
------------ ------------
Total investment properties, net of accumulated depreciation . . . . . . . . . . . . . 168,829,569 171,453,628
------------ ------------
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,492,878 5,527,843
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,165,222 5,114,243
Venture partners' deficits in ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,352,395 14,876,348
------------ ------------

$207,075,944 209,636,156
============ ============
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

JUNE 30, DECEMBER 31,
1994 1993
------------ ------------
Current liabilities:
Current portion of long-term debt (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,675,865 6,489,518
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,159,898 2,326,663
Amounts due to affiliates (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,557,507 3,596,654
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,362,396 3,364,920
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,388,786 2,764,835
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,144,452 18,542,590
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,551 85,391
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,940,412 2,062,011
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,363,399 194,712,434
------------ ------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216,590,814 215,402,426
Venture partners' equity in ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273,813 445,474
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,501,229) (8,373,178)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (564,211) (564,211)
------------ ------------
(9,064,440) (8,936,389)
------------ ------------
Limited partners (160,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . . . . . . . . . 141,003,683 141,003,683
Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (121,680,110) (118,231,222)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,047,816) (20,047,816)
------------ ------------
(724,243) 2,724,645
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . . . . . . . . . . . . . . . (9,788,683) (6,211,744)
------------ ------------
Commitments and contingencies (notes 2, 3 and 4)
$207,075,944 209,636,156
============ ============

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

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993

(UNAUDITED)

<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- ---------------------------
1994 1993 1994 1993
------------ ---------- ------------ ------------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . $11,100,450 12,226,582 21,999,868 25,706,572
Interest income. . . . . . . . . . . . . . . . . . . . . . . 69,177 75,556 127,852 152,721
----------- ----------- ---------- ----------
11,169,627 12,302,138 22,127,720 25,859,293
----------- ----------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . 5,842,628 6,032,180 11,855,106 12,070,703
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . 2,192,588 2,320,983 4,385,166 4,673,834
Property operating expenses. . . . . . . . . . . . . . . . . 4,991,963 5,116,869 9,627,885 10,578,496
Professional services. . . . . . . . . . . . . . . . . . . . 98,140 50,270 237,650 198,521
Amortization of deferred expenses. . . . . . . . . . . . . . 331,411 318,207 638,156 636,414
General and administrative . . . . . . . . . . . . . . . . . 12,641 59,764 54,027 159,513
----------- ----------- ---------- ----------
13,469,371 13,898,273 26,797,990 28,317,481
----------- ----------- ---------- ----------
Operating loss. . . . . . . . . . . . . . . . . . . . . (2,299,744) (1,596,135) (4,670,270) (2,458,188)

Venture partners' share of ventures' operations. . . . . . . . 773,426 514,323 1,594,229 1,050,669
----------- ----------- ---------- ----------
Net operating loss. . . . . . . . . . . . . . . . . . . (1,526,318) (1,081,812) (3,076,041) (1,407,519)

Gain on disposition of investment property (note 3(b)) . . . . -- -- -- 1,520,737
----------- ----------- ---------- ----------
Net earnings (loss) before extraordinary item . . . . . $(1,526,318) (1,081,812) (3,076,041) 113,218
Extraordinary item, net of venture partner's share of
$79,688 . . . . . . . . . . . . . . . . . . . . . . .. (500,898) (500,898) --
----------- ----------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . $(2,027,216) (1,081,812) (3,576,939) 113,218
=========== =========== ========== ==========
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- ---------------------------
1994 1993 1994 1993
------------ ---------- ------------ ------------

Net earnings (loss) per limited partnership interest:
Net operating loss. . . . . . . . . . . . . . . . . . . $ (9.16) (6.49) (18.46) (8.44)
Gain on disposition of investment property. . . . . -- -- -- 9.41
Extraordinary item, net . . . . . . . . . . . . . . (3.10) -- (3.10) --
---------- ----------- ---------- ----------
$ (12.26) (6.49) (21.56) .97
=========== =========== ========== ==========

Cash distributions per limited partnership interest . . $ -- -- -- --
=========== =========== ========== ==========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 1994 AND 1993

(UNAUDITED)

<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(3,576,939) 113,218
Items not requiring (providing) cash:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,385,166 4,673,834
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638,156 636,414
Extraordinary items, net of venture partner's share (note 3(d)). . . . . . . . . . . . . . 500,898 --
Amortization of discount on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 710,618 739,237
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . . . . . . . . (1,594,229) (1,050,669)
Gain on disposition of investment property (note 3(b)) . . . . . . . . . . . . . . . . . . -- (1,520,737)
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,244 510,042
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,673 (126,165)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,382,402) 118,220
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,979) (204,251)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (166,765) (305,085)
Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,147) (138,198)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,342,199 732,874
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (376,049) (295,117)
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,160 (19,440)
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (121,599) (96,706)
------------ -----------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 738,005 3,767,471
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments . . . . . . . . . . . . . . . 1,802,782 (653,074)
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,761,107) (1,776,194)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (603,190) (79,358)
------------ -----------
Net cash used in investing activities. . . . . . . . . . . . . . . . . . . . . . . . (561,515) (2,508,626)
------------ -----------
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

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

Cash flows from financing activities:
Refunded portion of loan commitment fee. . . . . . . . . . . . . . . . . . . . . . . . . . . 238,215 --
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . (772,967) (851,545)
Proceeds of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899,660 --
Venture partners' contributions to venture . . . . . . . . . . . . . . . . . . . . . . . . . 159,709 --
Distributions to venture partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (133,500) (152,019)
------------ -----------

Net cash provided by (used in) financing activities. . . . . . . . . . . . . . . . . 391,117 (1,003,564)
------------ -----------

Net increase in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . $ 567,607 255,281
============ ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,512,907 10,598,592
============ ===========
Non-cash investing and financing activities:
Refund of loan commitment fee (note 3(d)):
Refundable loan commitment fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,163,524 --
Pre-payment penalty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (580,586) --
Payment of interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (344,723) --
------------ -----------
Refunded portion of loan commitment fee. . . . . . . . . . . . . . . . . . . . . . . $ 238,215 --
============ ===========

Balance due on accelerated wrap-around mortgage note payable canceled. . . . . . . . . $ -- 12,239,900
Reduction of land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (2,170,000)
Reduction of buildings and improvements. . . . . . . . . . . . . . . . . . . . . . . . -- (14,045,964)
Reduction of accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . -- 5,454,885
Reduction of accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . . -- 41,916
------------ -----------
Non-cash gain recognized on disposition of investment property . . . . . . . . . . . $ -- 1,520,737
============ ===========

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1994 AND 1993

(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1993 which are
included in the Partnership's 1993 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the accounts
of the Partnership and its ventures Carlyle Seattle Associates ("Carlyle
Seattle"), Carlyle Seattle's venture, Wright-Carlyle Seattle ("First
Interstate"), Carrara Place Limited ("Carrara"), Carlyle Carrollton Associates
("Carlyle Carrollton"), Carlyle Carrollton's venture, Country Square, Ltd.
("Country Square") (note 3(b)), and Carlyle/National City Associates
("Carlyle/National City"). The effect of all transactions between the
Partnership and the ventures has been eliminated.

The Partnership records are maintained on the accrual basis of accounting
as adjusted for federal income tax reporting purposes. The accompanying
consolidated financial statements have been prepared from such records after
making appropriate adjustments to present the Partnership's accounts in
accordance with generally accepted accounting principles ("GAAP") and to
consolidate the accounts of the ventures as described above. Such adjustments
are not recorded on the records of the Partnership. The net effect of these
items is summarized as follows for the six months ended June 30:
<TABLE>
<CAPTION>
1994 1993
-------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
----------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Net earnings (loss). . . . $(3,576,939) (6,895,225) 113,218 1,723,029
Net earnings (loss) per
limited partnership
interest. . . . . . . . . $ (21.56) (41.37) .97 10.77
=========== ========== ========= =========
</TABLE>
The net earnings (loss) per limited partnership interest ("Interest") is
based upon the limited partnership interests outstanding at the end of each
period (160,005). Deficit capital balances will result, throughout the
duration of the Partnership, in net gain for financial reporting and income
tax purposes.

Certain amounts in the 1993 financial statements have been reclassified
to conform with the 1994 presentation.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. Partnership
distributions from unconsolidated ventures are considered cash flow from
operating activities only to the extent of the Partnership's cumulative share
of net earnings. In addition, the Partnership records amounts held in U.S.
government obligations and certificates of deposit at cost, which approximates

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

market. Therefore, 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 (none held at June 30, 1994 and December 31, 1993) as cash
equivalents with any remaining amounts (generally with original maturities of
one year or less) reflected as short-term investments being held to maturity.

(2) VENTURE AGREEMENTS

(a) General

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

The Partnership has a cumulative preferred interest in net cash receipts
(as defined) from two of the Partnership's venture properties - Carrara Place
Office Building and First Interstate Center. Such preferential interest
relates to a negotiated rate of return on contributions made by the
Partnership. After the Partnership receives its preferential return, the
venture partner is generally entitled to a non-cumulative return on its
interest in the venture; additional net cash receipts are generally shared in
a ratio relating to the various ownership interests of the Partnership and its
venture partners. One of the ventures' properties produced net cash receipts
during the six months ended June 30, 1994 and 1993. In general, operating
profits and losses are shared in the same ratio as net cash receipts. If
there are no net cash receipts, substantially all profits or losses are
allocated in accordance with the partners' respective economic interests. The
Partnership generally has preferred positions (related to the Partnership's
cash investment in the ventures) with respect to distribution of sale or
refinancing proceeds from the ventures.

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

(b) First Interstate Center

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

The terms of the Carlyle Seattle venture agreement provide that all the
capital contributions will be made in the proportion of 73.3% by the Partner-
ship and 26.7% by the affiliated partner. The initial required contribution
by the Partnership to the Carlyle Seattle venture was $22,000,000. The

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Carlyle Seattle venture agreement further provides that all of the venture's
share of the First Interstate joint venture's annual cash flow, sale or
refinancing proceeds, operating profits and losses, and tax items will be
allocated 73.3% to the Partnership and 26.7% to the affiliated partner.

Carlyle Seattle is generally entitled to receive a preferred distribution
(on a cumulative basis) of annual cash flow equal to 8% of its capital
contributions to the First Interstate joint venture. Cash flow in excess of
this preferred distribution is distributable to the First Interstate joint
venture partner up to the next $400,000 and any remaining annual cash flow is
distributable 50% to Carlyle Seattle and 50% to the First Interstate joint
venture partner. Operating deficits, if any, are shared 50% by Carlyle
Seattle and 50% by the First Interstate joint venture partner. Operating
profits or losses of the First Interstate joint venture generally are
allocated in the same ratio as the allocation of annual cash flow, however,
the joint venture partner will be allocated not less than 25% of such profits
and losses. As of December 31, 1993, $20,049,000 of cumulative preferred
distributions due to Carlyle Seattle were unpaid.

The First Interstate joint venture agreement provides that upon sale of
the property, Carlyle Seattle will be, in general, entitled to receive the
first $39,000,000 of net sale proceeds plus an amount equal to any
deficiencies (on a cumulative basis) in distributions of Carlyle Seattle's
preferred return of annual cash flow. The First Interstate joint venture
partner will be entitled to receive the next $5,000,000 and any remaining
proceeds will be distributable 50% to Carlyle Seattle and 50% to the First
Interstate joint venture partner.

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

In May 1994, Carlyle Seattle executed an agreement which issues an option
to sell its interest in the First Interstate joint venture to the unaffiliated
venture partner. The sales price is $40,000,000 plus the amortization of the
First Interstate mortgage loan since March 1994. The agreement provides for
the purchase of 49.95% of Carlyle Seattle's interest by October 17, 1994 (for
which Carlyle Seattle received a non-refundable deposit of $500,000 on June
30, 1994 and which can be extended until December 22, 1994 with an additional
$500,000 which non-refundable deposit) with an option for the unaffiliated
venture partner to purchase the remaining 50.05% Carlyle Seattle interest
between one year and two years after the initial sale closing. Carlyle
Seattle would receive by closing (from the unaffiliated joint venture partner)
$20,000,000 (less non-refundable deposits plus the mortgage amortization as
described above) for 49.95% of its interest as explained above, $5,000,000 for
the option of the unaffiliated venture partner to purchase the remaining
50.05% of Carlyle Seattle's interest in the First Interstate joint venture and
a $15,000,000 loan to Carlyle Seattle (with monthly payments of interest only
at a rate of 9% per annum and a balloon payment consisting of accrued interest
and unpaid principal due on January 1, 1997) secured by Carlyle Seattle's
remaining 50.05% interest. There can be no assurance that such sale will
occur or such option will be exercised.

The Carrara joint venture agreement provides that operating profits and
losses of the venture are allocated 50% to the venture and 50% to the venture
partner. Gain arising from the sale or other disposition of the property
would be allocated to the venture partner or partners then having a deficit
balance in its or their respective capital accounts in accordance with the
terms of the venture agreement. Any additional gain would be allocated in
accordance with the distribution of sales proceeds. The lease for Carrara
Place Office Building's major tenant, which represented 46% of the building's
leasable area and provided for rental payments that were significantly greater

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

than current market rental rates, expired in December 1992 and the tenant
vacated. The Carrara venture initiated discussions with the mortgage lender
regarding a modification to the mortgage loan.

Concurrent with the modification of the mortgage loan in September of
1993 (see note 3(c)), the Carrara venture has been reorganized such that the
Partnership became the sole general partner of the venture, with its venture
partner becoming a limited partner of the venture. In addition, the property
manager (an affiliate of the unaffiliated venture partner) was replaced by an
independent agent effective September 1993. Based upon an analysis of current
and anticipated market conditions, the Partnership has decided not to commit
additional funds to the Carrara Place Office Building. There must be a
significant improvement in market and property conditions in order for the
value of the property to be greater than the mortgage pay off amount at any
point in time, including accrued interest. Therefore, it is unlikely that any
significant proceeds would be received by the Partnership from a sale of the
property or that the mortgage loan could be refinanced when it becomes due.

(3) LONG-TERM DEBT

(a) General

All investment properties are pledged as security for long-term debt
which matures at various dates commencing October, 1994. In addition, as
described below, the Partnership has received mortgage note modifications on
certain properties which expire on various dates commencing January 1, 1998.
Upon expiration of such modifications or at loan maturity, should the
Partnership not seek or be unable to secure new or additional modifications or
extensions to the loans, based upon current and anticipated future market
conditions, the Partnership may not commit any significant additional amounts
to these properties. Such decisions would be made on a property-by-property
basis.

(b) Country Square Apartments

The Partnership modified the $5,800,000 second mortgage note secured by
the Country Square apartment complex in Carrollton, Texas effective June 1,
1989. The pay rate was raised from 4% per annum to 5% per annum (payable in
monthly installments of interest only) through December 1, 1992. Interest
accrued and was deferred at a rate of 11% per annum from June 1, 1989 through
December 31, 1990 and 12% per annum from January 1, 1991 through December 31,
1992; payable each April 30 to the extent of any annual cash flow (as defined)
or upon the earlier of subsequent sale of the property or the January 1, 1993
maturity of the note. The lender notified the Partnership that it would not
modify the existing terms of the second mortgage. The Partnership was unable
to secure new or additional modifications or extensions to the loan. On
February 2, 1993, the second mortgage lender concluded proceedings to realize
upon its security and took title to the property. As a result, the
Partnership recognized a gain for financial reporting purposes of $1,520,737
and a gain for Federal income tax purposes of $5,633,431 in 1993 with no
corresponding distributable proceeds.

The lease for Carrara Place Office Building's major tenant, which
represented 46% of the building's leasable area and provided for rental
payments that were significantly greater than current market rental rates,
expired in December 1992 and the tenant vacated. The Carrara venture
initiated discussions with the mortgage lender regarding a modification to the
mortgage loan. Beginning January 1, 1993, the venture ceased making the
scheduled debt service payments on the long-term mortgage note. The note was
subsequently modified effective January 1, 1993. Under the modification, the

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

maturity date has been extended from June 30, 1994 until January 1, 1998.
Interest continues to accrue at 9.875% from January 1, 1993 until maturity.
Effective January 1, 1993, the net cash flow of the property (after the
required minimum interest payments of $8,333 monthly or $100,000 annually),
subject to certain reserves including a $350,000 operating reserve to fund
deficits, will be paid to the lender and applied toward the payment of accrued
and unpaid interest, current interest and principal balance of the loan,
respectively. Any capital costs, including re-leasing costs, are to be funded
by the lender, (subject to their approval) and will be added to the principal
balance of the loan. Approximately $1,104,000 has been funded by the lender
as of June 30, 1994.

In conjunction with the modification, the venture has agreed to transfer
title to the lender if the venture fails to pay the loan in full on the
earlier of the extended maturity date or an acceleration of the loan as a
result of the occurrence of an event of default (as defined). This would
result in the Partnership no longer having an ownership interest in the
property. Such a decision would result in a gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds.

(d) National City Center Office Building

In January 1994, the debt service payments under the existing mortgage
for the National City Center Office Building increased from 9-5/8% to 11-7/8%
until the maturity of the loan in December 1995. Carlyle/National City
reached an agreement with the current mortgage lender to refinance the
existing mortgage effective April 28, 1994, with an interest rate of 8.5%.
The loan will be amortized over 22 years with a balloon payment due on April
10, 2001. Carlyle/National City paid a refundable loan commitment fee of
$1,163,524 in 1993 in conjunction with the refinancing. Carlyle/National City
also paid a prepayment penalty of $580,586, based on the outstanding mortgage
balance at the time of refinancing. In addition, the lender required an
escrow account of approximately $612,000 to be established at the inception of
the refinancing which would be supplemented from time to time for scheduled
future tenant improvements costs at the property. The $1,163,524 refundable
loan commitment fee paid by Carlyle/National City in 1993 was applied to
accrued interest and the prepayment penalty, with the balance of $238,215
refunded to the Partnership.

(e) Other

Effective December 27, 1990, the Partnership obtained replacement loans
from an institutional lender to retire in full satisfaction, at an aggregated
discount, the previously modified existing long-term mortgage notes secured by
the Sierra Pines Apartments and the Crossings Apartments. The new lender
required the establishment of escrow accounts, of approximately $253,000 and
$291,000, to be used toward the purchase of capital items at the Sierra Pines
Apartments and the Crossings Apartments, respectively. In 1993, the
Partnership sold its interest in the Sierra Pines Apartments and The Crossing
Apartments (see note 4(b)). As of the date of sale approximately $62,000 and
$6,000 were used for such purposes for the respective properties. The new
mortgage loans, which were cross-collateralized, required interest only
payments at 9.5% plus contingent interest (as defined) until January 1, 1999,
when the remaining balance was scheduled to be payable. In 1993, $176,334 was
paid for 1992 contingent interest for the properties and $107,945 was paid in
1993 for 1993 contingent interest for both properties through the date of
sale. In the event that these properties were sold before the maturity date
of the loan, the lender was to receive additional interest of 6% of the
mortgage principal and, in general, the higher of 65% of the sale proceeds (as
defined) or ten times the highest contingent interest (as defined) amount in
any of the three full fiscal years preceding the sale.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(4) SALE OF INVESTMENT PROPERTIES

(a) San Mateo Fashion Island

On December 31, 1986, the Partnership sold its right, title and interest
in the land, leasehold interest and related improvements of the San Mateo
Fashion Island shopping center for $44,202,559 and recognized profit in full
of $9,528,813. The sale price consisted of $950,000 in cash at closing, the
assumption of the existing mortgage note having an unpaid principal balance of
$39,302,559 (for financial reporting purposes the principal balance was
$28,895,264) and an additional promissory note in the amount of $3,950,000
($950,000 paid in March 1988) secured by a subordinated deed of trust on the
property. In addition to the sale price, the Partnership received $7,600,000
from the venture partner during 1986 under the terms of the venture agreement.

During the first quarter of 1992, the Partnership was advised by the
buyer (in which the Corporate General Partner has an interest) that it had
initiated discussions directly with the first mortgage lender regarding a
modification to the first mortgage note. The buyer is currently making
reduced payments to the first mortgage lender and has discontinued making
payments to the Partnership as of March 1992. Due to uncertainty regarding
the value of the underlying collateral, the Partnership reserved for the
entire outstanding principal balance and accrued interest ($3,720,000) on the
note receivable as of December 31, 1993 and 1992 in the accompanying
consolidated financial statements. In addition, the entire outstanding
principal balance and accrued interest was written off for Federal income tax
purposes in 1992.

(b) Sierra Pines and Crossing Apartments

On July 29, 1993, the Partnership sold the land, buildings, related
improvements and personal property of the Sierra Pines and Crossing Apartments
located in Houston, Texas. The sale prices of the land, buildings, related
improvements and personal property for Sierra Pines and Crossing Apartments
were $4,880,000 and $9,535,000, respectively. A portion of the cash proceeds
was utilized to retire the first mortgage notes with outstanding balances of
$4,380,000 and $7,600,000, respectively, secured by the properties. The
Partnership paid additional interest of $1,230,923 in the aggregate in
connection with the retirement of the mortgage notes. The Partnership
received in connection with these sales, after additional interest and normal
costs of sale, a net amount of cash of approximately $950,000 (including
$288,000 in advisory fees) in the aggregate. As a result of these sales, the
Partnership recognized gains in 1993 for financial reporting purposes of
$44,030 and $2,526,916, respectively, and recognized a gain for Federal income
tax purposes of $1,510,727 and $6,164,118, respectively.

(5) TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the Partner-
ship to the General Partners and their affiliates as of June 30, 1994 and for
the six months ended June 30, 1994 and 1993 are as follows:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
<TABLE>
<CAPTION>

Unpaid at
1994 1993 June 30, 1994
-------- -------- -------------
<S> <C> <C> <C>
Property management and
leasing fees. . . . . . . . . $454,930 564,921 3,524,173
Insurance commissions. . . . . 36,867 50,000 --
Management fees to Corporate
General Partner . . . . . . . -- -- 33,334
Reimbursement (at cost) for
out-of-pocket expenses. . . . 2,387 11,353
-------- ------- ---------
$494,184 626,274 3,557,507
======== ======= =========
</TABLE>

The General Partners and their affiliates had deferred through June 30,
1988 payment of certain property management and leasing fees of which
$3,524,173 remains unpaid as of June 30, 1994. In addition, the Partnership
deferred the General Partners' cash distribution and management fee of $19,666
and $33,334, respectively, for the third and fourth quarters of 1991. These
amounts (approximately $22 per Interest) and amounts currently payable do not
bear interest and are expected to be paid in future periods.

The Corporate General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Corporate General Partner and its affiliates relating to the
administration of the Partnership and operation of Partnership properties. In
1993, such costs aggregated $40,427, all of which are unpaid at March 31,
1994. For the six months ended June 30, 1994, such costs aggregated $54,695,
all of which were paid by June 30, 1994.

Effective January 1, 1994, certain officers and directors of the Managing
General Partner acquired interests in a company which, among other things, has
provided and continues to provide certain property management services to
certain of the properties owned by the Partnership. Such acquisition had no
effect on the fees payable by the Partnership under any existing agreements
with such company. The fees earned by such company from the Partnership for
the six months ended June 30, 1994 were $15,700.

(6) ADJUSTMENTS

In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of June 30, 1994
and for the three and six months ended June 30, 1994 and 1993.

PART I. FINANCIAL INFORMATION

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

LIQUIDITY AND CAPITAL RESOURCES

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

At June 30, 1994, the Partnership and its consolidated ventures had cash
and cash equivalents of approximately $4,190,000. Such funds and short-term
investments of approximately $5,060,000 are available for capital
improvements, distributions to partners and for working capital requirements,
including capital improvements and leasing costs currently being incurred at
the National City Center Office Building and the Permian Mall. Certain of the
Partnership's investment properties currently operate in overbuilt markets
which are characterized by lower occupancies and/or reduced rent levels. The
Partnership has taken steps to preserve its working capital by deciding to
suspend distributions to the Limited and General Partners effective as of the
first quarter of 1992. The Partnership had also deferred cash distributions
and partnership management fees, payable to the Corporate General Partner,
related to the third and fourth quarters of 1991. In addition, as of March
31, 1994, the General Partners and their affiliates have deferred payment of
certain property management and leasing fees of approximately $3,524,000
(approximately $22 per Interest) as more fully described in Note 5. These
amounts do not bear interest and are expected to be paid in future periods.

The Partnership and its consolidated ventures have currently budgeted for
1994 approximately $3,555,000 for tenant improvements and other capital
expenditures. The Partnership's share of such items in 1994 is currently
budgeted to be approximately $3,029,000. Included in this amount is the roof
and parking lot at the Permian Mall which are currently in need of repair. To
fund the Permian Mall improvements, the Partnership intends to initiate
discussions with the mortgage lender regarding a modification to the loan.
There can be no assurance that a loan modification can be obtained. Actual
amounts expended in 1994 may vary depending on a number of factors including
actual leasing activity, results of operations, liquidity considerations and
other market conditions over the course of the year. The source of capital
for such items and for both short-term and long-term future liquidity and
distributions is expected to be through net cash generated by the
Partnership's investment properties and through the sale of such investments.
In addition, the Partnerships does not consider the remaining mortgage note
receivable (related to San Mateo Fashion Island) to be a source of future
liquidity. Reference is made to Note 4(a). The Partnership's and its
Ventures' mortgage obligations are all non-recourse. Therefore, the
Partnership and its Ventures are not obligated to pay mortgage indebtedness
unless the related property produces sufficient net cash flow from operations
or sale.

The mortgage on Stonybrook Apartments II matures October 1, 1994
(Stonybrook Apartments I is not subject to a mortgage loan) with an
outstanding balance of approximately $4,977,000 at June 30, 1994. The
Partnership is holding discussions with the mortgage lender regarding various
strategies for the property including retirement, extension and/or refinancing
of the debt, or possible sale of the property. If the Partnership is unable
to implement any such strategies, based upon current market conditions, the
Partnership would likely not commit any significant additional amounts to the
property. This would result in the Partnership no longer having an ownership
interest in the property. Such a decision could result in a gain for
financial reporting and Federal income tax purposes in 1994 with no
corresponding distributable proceeds.

The lease for Carrara Place Office Building's major tenant, which
represented 46% of the building's leasable area and provided for rental
payments that were significantly greater than current market rental rates,
expired in December 1992. The Denver, Colorado region has been adversely
affected by increased competition for tenants as a result of overbuilding in
the area. As a result of the current market rental rates, the cash flow
generated by the property would have been significantly less than the payments
required under the original mortgage note even if the space was re-leased.
Further, re-leasing the space requires significant re-leasing costs.
Additionally, the lease for a tenant occupying approximately 17% of the
building's leasable area was scheduled to expire in June 1994. The venture
has reached an agreement with the tenant to extend their lease for an
additional five years. The venture has also reached an agreement with a new
tenant to occupy approximately 21% of the building's leasable area, with the
lease scheduled to expire in August 2004. The Carrara venture initiated
discussions with the mortgage lender regarding a modification to the mortgage
loan and in September 1993 reached an agreement to modify the loan retroactive
to January 1, 1993. Under the modification, the maturity date is extended
from June 30, 1994 until January 1, 1998. Interest continues to accrue at
9.875% from January 1, 1993 until January 1, 1998. Effective January 1, 1993,
the net cash flow of the property, subject to certain reserves, will be paid
to the lender and applied toward the payment of accrued and unpaid interest,
current interest and principal balance of the loan, respectively. Any capital
costs, including re-leasing costs, are to be funded by the lender, subject to
their approval, and such costs added to the principal balance of the loan.
Approximately $1,104,000 has been funded by the lender as of June 30, 1994.

Concurrent with the modification, the Carrara venture was reorganized
such that the Partnership became the sole general partner of the venture, with
its venture partner becoming a limited partner of the venture. In addition,
the property manager (an affiliate of the unaffiliated venture partner) was
replaced effective September 1993. Based upon an analysis of current and
anticipated market conditions, the Partnership has decided not to commit
additional funds to the Carrara Place Office Building. There must be a
significant improvement in market and property conditions in order for the
value of the property to be greater than the mortgage payoff amount at any
point in time, including accrued interest. Therefore, it is unlikely that any
significant proceeds would be received by the Partnership in the event the
property were sold or refinanced.

In conjunction with the modification, the Carrara venture has agreed to
transfer title to the lender if the venture fails to pay the loan in full on
the earlier of the extended maturity date or an acceleration of the loan as a
result of the occurrence of an event of default (as defined). This would
result in the Partnership no longer having an ownership interest in the
property. Such a decision would result in a gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds.

Regarding the First Interstate Center, although new construction in the
Seattle office market has virtually ceased, the overall office market remains
very competitive due to a significant amount of vacancy and sublease space on
the market. In May 1989, an initiative was passed in Seattle to limit future
development of downtown office space. Over time, this initiative (which is
effective for ten years) may have a favorable impact on the Seattle office
market. Although the occupancy (99% at June 30, 1994) at First Interstate
Center has not been adversely affected to date by the competitive office
market, effective rental rates have decreased as a result. Due to the
competitive market conditions and the significant amounts of expiring square
footage over the next several years, the property will reserve a portion of
its cash flow in order to cover the re-leasing costs required. In May 1994,
Carlyle Seattle executed an agreement which issues an option to sell its
interest in the First Interstate joint venture to the unaffiliated venture
partner. The sales price is $40,000,000 plus the amortization of the First
Interstate mortgage loan since March 1994. The agreement provides for the
purchase of 49.95% of Carlyle Seattle's interest by October 17, 1994 (for
which Carlyle Seattle received a non-refundable deposit of $500,000 on June
30, 1994 and which can be extended until December 22, 1994 with an additional
$500,000 non-refundable deposit) with an option for the unaffiliated venture
partner to purchase the remaining 50.05% Carlyle Seattle interest between one
year and two years after the initial sale closing. Carlyle Seattle would
receive by closing (from the unaffiliated joint venture partner) $20,000,000
(less non-refundable deposits plus the mortgage amortization as described
above) for 49.95% of its interest as explained above, $5,000,000 for the
option of the unaffiliated venture partner to purchase the remaining 50.05% of
Carlyle Seattle's interest in the First Interstate joint venture and a
$15,000,000 loan to Carlyle Seattle (with monthly payments of interest only at
a rate of 9% per annum and a balloon payment consisting of accrued interest
and unpaid principal due on January 1, 1997) secured by Carlyle Seattle's
remaining 50.05% interest. There can be no assurance that such sale will
occur or such option will be exercised. In addition, the first mortgage loan
secured by the property is scheduled to mature in December 1995. The venture
anticipates approaching the mortgage lender regarding an extension or
modification of the existing mortgage loan. There can be no assurance that
any such extension or modification will be obtained.

At the National City Center Office Building located in Cleveland, Ohio, a
major tenant (Baker & Hostetler) extended its lease term to 2001, but reduced
its space leased by approximately 18,000 square feet as of January 1993. The
extended lease requires tenant improvement costs of approximately $92,000 per
year through the expiration of the lease with an additional amount to be paid
in 1996 of approximately $730,000. These tenant improvement costs will result
in the property incurring a slight deficit for 1994. The Partnership received
a lease termination fee of approximately $1,100,000 from another tenant (KPMG
Peat Marwick) for vacating approximately 19,700 square feet (which was
subsequently leased to National City Bank). In January 1994, the debt service
payments under the existing mortgage increased from 9-5/8% to 11-7/8% until
the maturity of the loan in December 1995. The Partnership reached an
agreement with the current mortgage lender to refinance the existing mortgage
effective April 28, 1994, with an interest rate of 8.5%. The loan will be
amortized over 22 years with a balloon payment due on April 20, 2001. The
Partnership paid a prepayment penalty of $580,586 based upon the outstanding
loan balance at the time of refinancing. In addition, the lender required an
escrow account of $612,000 to be established at the time of the refinancing
which will be supplemented from time to time for scheduled future tenant
improvements at the property. The $1,163,524 refundable loan commitment fee
paid by the Partnership in 1993 was applied to accrued interest and the
prepayment penalty, with the balance of $238,215 refunded to the Partnership.
Real estate taxes payable in 1994 are expected to increase due to the
expiration of a 25% reduction of a real estate tax abatement that was received
when the property was purchased. The remaining 25% abatement expires in 1998
for taxes payable in 1999.

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.

Though the economy has recently shown signs of improvement and financing
is generally becoming more available for certain types of higher-quality
properties in healthy markets, real estate lenders are typically requiring a
lower loan-to-value ratio for mortgage financing than in the past. This has
made it difficult for owners to refinance real estate assets at their current
debt levels unless the value of the underlying property has appreciated
significantly. As a consequence, and due to the weakness of some of the local
real estate markets in which the Partnership's properties operate, the
Partnership is taking steps to preserve its working capital. Therefore, the
Partnership is carefully scrutinizing the appropriateness of any discretionary
expenditures, particularly in relation to the amount of working capital it has
available. By conserving working capital, the Partnership will be in a better
position to meet future needs of its properties without having to rely on
external financing sources.

Due to the factors discussed above and the general lack of buyers of real
estate today, it is likely that the Partnership may hold some of its
investment properties longer than originally anticipated in order to maximize
the return to the Limited Partners. Also, in light of the current severely
depressed real estate markets, it currently appears that the Partnership's
goal of capital appreciation will not be achieved. Although the Partnership
expects to distribute from sale proceeds some portion of the Limited Partners'
original capital, without a dramatic improvement in market conditions the
Limited Partners will not receive a full return of their original investment.

RESULTS OF OPERATIONS

The decrease in rents and other receivables as of June 30, 1994 as
compared to December 31, 1993 is primarily due to the collection in 1994 of
rents related to 1993 at the First Interstate Center.

The decrease in loan commitment fee as of June 30, 1994 as compared to
December 31, 1993 is due to the application of the loan commitment fee to
accrued interest and prepayment penalty related to the refinancing of the
mortgage loan at the National City Center Office Building (see Note 3(d)).

The decrease in prepaid expenses as of June 30, 1994 compared to December
31, 1993 reflects the timing of payments of insurance premiums at various of
the Partnership's properties.

The increase in escrow deposits as of June 30, 1994 compared to December
31, 1993 is due primarily to increased escrow deposits resulting from the
January, 1993 modification of the Carrara Place Office Building mortgage loan
(see Note 3(c)) and the April, 1994 refinancing of the National City Center
Office Building mortgage loan (see Note 3(d)).

The increase in buildings and improvements as of June 30, 1994 as
compared to December 31, 1993 is primarily due to tenant improvements at the
Carrara Place Office Building ($380,000), parking garage renovation and tenant
improvements (totaling $225,000) at the National City Center Office Building
along with tenant improvements ($760,000) at the First Interstate Center.

The increase in accrued interest as of June 30, 1994 as compared to
December 31, 1993 reflects the cumulative unpaid interest attributable to the
Carrara Office Building loan. Reference is made to Note 2(c).

The decrease in accrued real estate taxes as of June 30, 1994 as compared
to December 31, 1993 is primarily due to the timing of certain real estate tax
payments.

The decrease in rental income, depreciation expense and property
operating expenses for the three and six months ended June 30, 1994 compared
to the three and six months ended June 30, 1993 is primarily due to the second
mortgage lender's realization upon its security represented by the Country
Square Apartments in February, 1993 (see Note 3(b)) and the sale of the Sierra
Pines and Crossing Apartments in July 1993 (see Note 4(b)). In addition,
rental income decreased due to a $1,100,000 termination fee received in
January 1993 at the National City Center Office Building as discussed above.

The increase in venture partners' share of ventures' operations for the
three and six months ended June 30, 1994 as compared to the three and six
months ended June 30, 1993 and the corresponding increase in venture partners'
deficits in venture as of June 30, 1994 as compared to December 31, 1993, is
primarily due to decreased rental income at the Carrara Place Office Building.

The gain on disposition of investment property for the three and six
months ended June 30, 1993 is due to the second mortgage lender's realization
upon its security represented by the Country Square Apartments in February
1993 as described above.

<TABLE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

OCCUPANCY

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

<CAPTION>
1993 1994
------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Carrara Place Office Building
Englewood, Colorado . . . . . . . . . . . . . . . . 44% 43% 43% 43% 49% 80%
2. The Crossing Apartments
Houston, Texas. . . . . . . . . . . . . . . . . . . 93% 94% N/A N/A N/A N/A
3. Stonybrook Apartments I & II
Tucson, Arizona. . . . . . . . . . . . . . . . . . 93% 86% 97% 96% 96% 83%
4. Permian Mall
Odessa, Texas . . . . . . . . . . . . . . . . . . . 91% 90% 90% 90% 91% 91%
5. First Interstate Center
Seattle, Washington . . . . . . . . . . . . . . . . 96% 96% 97% 97% 97% 99%
6. Sierra Pines Apartments
Houston, Texas. . . . . . . . . . . . . . . . . . . 92% 92% N/A N/A N/A N/A
7. National City Center Office Building
Cleveland, Ohio. . . . . . . . . . . . . . . . . . 96% 94% 96% 96% 94% 94%
<FN>
- - ------------

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

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

(a) Exhibits

4-A. Mortgage loan agreement between Wright-Carlyle Seattle and The
Prudential Insurance Company dated October 16, 1985, relating to the First
Interstate Center is hereby incorporated herein by reference to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-12433)
dated March 19, 1993.

4-B. Mortgage loan agreement between Carlyle/National City
Associates and New York Life Insurance Company dated November 15, 1983,
relating to the National City Center Office Building is hereby incorporated
herein by reference to the Partnership's report for December 31, 1992 on Form
10-K (File No. 0-12433) dated March 19, 1993.

4-C. Agreement of Modification of Note, Deed of trust and Other Loan
Documents, dated September 23, 1993 between the Partnership and The Travelers
Insurance Company relating to the Carrara Place Office Building is hereby
incorporated herein by reference to the Partnership's report for December 31,
1993 on Form 10-K (File No. 0-12344) dated March 25, 1994.

4-D. Amended and Restated Promissory Note, dated April 30, 1994,
between Carlyle/National City Associates and New York Life Insurance Company
relating to the National City Center Office Building is hereby incorporated
herein by reference to the Partnership's report for March 31, 1994 on Form 10-
Q (File No. 0-12344) dated May 11, 1994.

10-A. Acquisition documents including the venture agreement relating
to the purchase by the Partnership of an interest in the First Interstate
Center in Seattle, Washington are hereby incorporated by reference to the
Partnership's prospectus on Form S-11 (File No. 2-76443), dated June 21, 1982.

10-B. Acquisition documents including the venture agreement relating
to the purchase by the Partnership of an interest in the National City Center
Office Building in Cleveland, Ohio are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 2-76443), dated August 8, 1983.

10-C. Bargain and Sale Deed relating to the Partnership's disposition
of the Timberline Apartments in Denver, Colorado, dated July 25, 1990 is
hereby incorporated herein by reference to the Partnership's report for
December 31, 1992 on Form 10-K (File No. 0-12433) dated March 19, 1993.

10-D. Non-Merger Quit Claim Deeds relating to the Partnership's
disposition of the Summerfield/Oakridge Apartments in Aurora, Colorado, dated
January 7, 1991 are hereby incorporated herein by reference to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-12433)
dated March 19, 1993.

10-E. Sale documents and exhibits thereto relating to the
Partnership's sale of the Sierra Pines and Crossing Apartments in Houston,
Texas are hereby incorporated herein by reference to the Partnership's report
on Form 8-K (File No. 0-12433), dated August 30, 1993.

10-F. Substitute Trustee's Deed relating to the Partnership's
disposition of the Country Square Apartments in Carrollton, Texas dated
February 2, 1993 is hereby incorporated by reference to the Partnership's
report on Form 8-K (File No. 0-12433), dated March 17, 1993.

10-G Letter Regarding Sale/Option and Partnership Amendment, dated
May 15, 1994, between Carlyle Seattle Associates and 999 Third Avenue, Ltd.
relating to the First Interstate Center in Seattle, Washington is filed
herewith.

(b) No reports on Form 8-K were filed since the beginning of the last
quarter of the period covered by this report.

SIGNATURES

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

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XII

BY: JMB Realty Corporation
(Corporate General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: August 12, 1994

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

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: August 12, 1994

LETTER RE SALE/OPTION AND PARTNERSHIP AMENDMENT

As of May 15, 1994

999 Third Avenue, Ltd.
c/o Wright Runstad & Company
1201 Third Avenue
Suite 2000
Seattle, Washington 98101

Re: First Interstate Center
Seattle, Washington

Ladies and Gentlemen:

Please refer to that certain agreement captioned "ARTICLES OF
PARTNERSHIP OF WRIGHT-CARLYLE SEATTLE", dated as of March 10, 1982, by and
between Carlyle Seattle Associates, an Illinois general partnership
("Carlyle") and 999 Third Avenue, Ltd., a Washington limited partnership ("999
Third Avenue"), as amended by that certain letter agreement (the "Letter re
Financing") captioned "LETTER RE REFINANCING", dated as of June 21, 1985, as
further amended by that certain letter agreement (the "Letter Re Construction
Profit") captioned "LETTER RE CONSTRUCTION RELATED EXCESS", dated as of
December 31, 1988. Such agreement, as amended by the Letter Re Financing and
the Letter Re Construction Profit, is herein called the "Partnership
Agreement". Except as otherwise indicated, each capitalized term used herein
shall have the meaning set forth to the same in the Partnership Agreement.

Wright Runstad & Company ("Wright Runstad"), the general partner of the
general partner of 999 Third Avenue, is in the process of forming a real
estate investment trust, an investment partnership or other entity (the
"Investor") which, in turn, will be the managing general partner of a
partnership (the "Investor Partnership") that will hold various investments of
affiliates of Wright Runstad, including 999 Third Avenue's interest in the
Partnership, subject to the provisions of the Partnership Agreement and
paragraph 4.8J of this letter agreement (this "Agreement"). Wright Runstad
and 999 Third Avenue would like such Investor Partnership to have an option to
hold the entire interest of the Partnership in the referenced property and, in
that connection, they have requested that Carlyle (and Carlyle is willing to)
assign, and grant an option to acquire, portions of Carlyle's interest in the
Partnership on the terms and conditions hereinafter set forth in this
Agreement. Accordingly, it is hereby agreed as follows:

ARTICLE I

SALE; OPTION

1.1 Sale. Upon and subject to the terms and conditions set forth in
this Agreement, 999 Third Avenue shall purchase, and Carlyle shall sell,
49.95% of Carlyle's partnership interest in the Partnership, including, but
not limited to, 49.95% of Carlyle's interest in the capital and profits of the
Partnership (the "Subject Partnership Interest"). Such purchase and sale is
herein called the "Sale".

1.2 Option. Upon and subject to the terms and conditions set forth in
this Agreement, 999 Third Avenue shall have the option (the "Option") to
purchase the remaining 50.05% of Carlyle's partnership interest in the
Partnership, including, but not limited to, 50.05% of Carlyle's interest in
the capital and profits of the Partnership (it being the intent of the parties
that, upon the consummation of the Sale and the Option by 999 Third Avenue [or
the Investment Partnership], it shall have acquired Carlyle's entire interest
in the Partnership, including, but not limited to, Carlyle's entire interest
in the capital and profits of the Partnership). Carlyle's partnership
interest after the Sale is herein called the "Option Partnership Interest".

1.3 Partnership Amendment. In order to induce Carlyle to enter into
this Agreement, 999 Third Avenue hereby waives its rights under Section 6.2C,
Section 6.2D and Section 7.2A of the Partnership Agreement. The Partnership
Agreement is hereby amended so that 999 Third Avenue will no longer have any
rights under such Sections. Such amendment is effective as of the date of
this Agreement and shall continue in full force and effect regardless of
whether the Sale occurs or the Option is exercised or the other transactions
contemplated hereby are consummated, and shall survive the termination of this
Agreement. In consideration of 999 Third Avenue's undertakings under this
Agreement, Carlyle agrees that, so long that this Agreement is in effect and
has not been terminated in accordance with its terms, Carlyle shall not
exercise its rights under Section 6.2C, Section 6.2D and Section 7.2A of the
Partnership Agreement (it being the intent of the parties that, upon the
termination of this Agreement in accordance with its terms, Carlyle shall once
again be entitled to exercise any of its rights under Section 6.2C,
Section 6.2D and Section 7.2A of the Partnership Agreement). The parties
hereby affirm that the Partnership Agreement is in full force and effect and,
except as amended by this Agreement, unchanged.

1.4 Business Purpose for Grant of Option. The granting of the Option
by Carlyle pursuant to this Agreement (as opposed to including within the Sale
the entirety of Carlyle's interest in the Partnership) is made in order to
effectuate the intent of the parties that Carlyle remain a limited partner in
the Partnership after the Sale for a period of up to two years in order to
facilitate the orderly transition of ownership of the Property and management
of the Partnership, and Carlyle agrees to use its reasonable efforts at no
cost to Carlyle to cooperate with 999 Third Avenue in the transition of the
management of the Partnership (such cooperation to be consistent with the
terms of the Partnership Agreement and this Agreement).

ARTICLE II

SALE

2.1 Obligations of 999 Third Avenue. 999 Third Avenue shall timely
satisfy each of the following requirements (the timely satisfaction of which
shall be a condition to Carlyle's obligation to proceed with the sale):

A. On or before Thursday, September 22, 1994 (the "Outside Sale
Notice Date"), Carlyle shall have received from 999 Third Avenue written
notice (the "Sale Notice") meeting each of the following requirements:

(1) it shall confirm the "Sale Purchase Price" (as
hereinafter defined), the calculation of which must be consistent with
paragraph 2.2 below;

(2) it shall specify the "Sale Closing Date" (as
hereinafter defined) in a manner consistent with the parameters set forth in
paragraph 2.3 below; and

(3) it shall be addressed to Carlyle Seattle Associates,
c/o JMB Realty Corporation, 900 North Michigan Avenue, Chicago, Illinois
60611-1575, Attention: Mr. Robert J. Chapman (19th Floor) and Mr. Scott R.
Price (12th Floor).

In the event that the Sale Notice is not delivered as set forth above on or
before the Outside Sale Notice Date, this Agreement shall terminate and shall
be of no further force and effect and neither party shall have any liability
hereunder (subject to the provisions of this Agreement which by their terms
survive such termination).

B. On or before Thursday, June 30, 1994, Carlyle shall have
received from 999 Third Avenue $500,000 (such amount, as the same may be
increased under paragraph 2.3A below is herein called the "Sale Deposit") in
immediately available federal funds in accordance with written wiring
instructions from Carlyle (the "Wiring Instructions").

The Sale Deposit shall be deemed earned by Carlyle upon receipt and
shall not be refundable to 999 Third Avenue under any circumstances (including
the termination of this Agreement in accordance with its terms), but, if the
Sale is consummated in accordance with this Agreement, the Sale Deposit shall
be applied against the Sale Purchase Price at the consummation of the sale of
the Subject Partnership Interest. In the event that the Sale Deposit is not
delivered as set forth above on or before June 30, 1994, then this Agreement
shall terminate and shall be of no further force and effect and neither party
shall have any liability hereunder (subject to the provisions of this
Agreement which by their terms survive such termination).

For purposes of this Agreement, the foregoing requirements (the "Sale
Conditions") shall have been "duly satisfied" if and only if the Sale
Conditions have been satisfied on or before the dates indicated.

2.2 Sale Purchase Price. The "Sale Purchase Price" shall be the sum
of the following amounts:

A. the aggregate amount of principal amortization under the
existing loan in favor of Prudential Life Insurance Company encumbering the
Property (the "Existing Loan") occurring after March 1, 1994 and on or before
the Sale Closing Date; plus

B. $20,000,000.

2.3 Sale Closing Conference. The sale of the Subject Partnership
Interest shall be accomplished at a closing conference (the "Sale Closing
Conference") which shall be at 9:00 a.m. Central Time on the Sale Closing Date
at the offices at Carlyle in Chicago, Illinois. However, at either party's
request, the parties shall reasonably cooperate to accomplish the consummation
of such sale by mail (by, for example, the parties delivering to an escrow
holder ["Escrow Holder"] reasonably satisfactory to the parties each of the
documents and funds to be delivered by the parties as described below in this
paragraph 2.3, the condition to the closing of such escrow being Escrow
Holder's receipt of all of the documents and funds described below in
paragraph 2.3, and such other conditions as the parties may reasonably agree
upon and set forth in written instructions to Escrow Holder).

A. The "Sale Closing Date" shall be specified in the Sale
Notice, but shall satisfy each of the following conditions: (i) it shall be a
business day other than a Friday, (ii) it shall not be earlier than
10 business days after the giving of the Sale Notice, and (iii) it shall not
be later than Monday, October 17, 1994. However, if 999 Third Avenue is not
in default under this Agreement, 999 Third Avenue shall have the right to
extend the Sale Closing Date from Monday, October 17, 1994 to Thursday,
December 22, 1994, by delivering to Carlyle, on or before the Outside Sale
Notice Date, (i) a written notice (the "Extension Notice") indicating that 999
Third Avenue is electing to extend the Sale Closing Date to Thursday, December
22, 1994, and (ii) in consideration of (and as a condition to) Carlyle's
agreement to extend the Sale Closing Date, the sum of $500,000 (the "Extension
Fee") in immediately available federal funds, delivered in accordance with the
Wiring Instructions (which $500,000 shall be added to, and become a part of
and, accordingly, will be treated and applied the same as, the Sale Deposit).
999 Third Avenue's right to extend the Sale Closing Date shall expire
automatically if 999 Third Avenue fails to deliver either the Extension Notice
or the Extension Fee to Carlyle in the manner hereinabove described on or
before the Outside Sale Notice Date.

B. At the Sale Closing Conference:

(1) Carlyle shall deliver to 999 Third Avenue an executed
original counterpart of the assignment and assumption of the Subject
Partnership Interest, in the form of Exhibit "A" attached hereto and made a
part hereof (the "Subject Assignment and Assumption").

(2) Carlyle shall deliver to 999 Third Avenue an executed
original counterpart of the amendment to the Partnership Agreement reflecting
the Sale as reasonably agreed upon by the parties consistent with the
requirements set forth in paragraph 4.6 below (the "Partnership Amendment").

(3) Carlyle shall deliver to 999 Third Avenue executed
originals of the "Note", the "Security Agreement" and the "Financing
Statements" (as defined below).

(4) 999 Third Avenue shall deliver to Carlyle executed
original counterparts of the Subject Assignment and Assumption and the
Security Agreement.

(5) 999 Third Avenue shall deliver to Carlyle an executed
original counterpart of the Partnership Amendment.

(6) 999 Third Avenue shall deliver to Carlyle in
immediately available federal funds in accordance with the Wiring Instructions
the Sale Purchase Price (less the Sale Deposit).

(7) In addition to the amount described in subparagraph
(6) above, 999 Third Avenue shall deliver to Carlyle in immediately available
federal funds in accordance with the Wiring Instructions an amount equal to
all Net Cash Receipts (with deduction for reserves set aside for the current
year's tax payments, but otherwise without deduction for reserves), if any,
for that portion of the term of the Partnership prior to the Sale Closing
Date, that Carlyle has not theretofore received, but would have received had
all such Net Cash Receipts (with deduction for reserves set aside for the
current year's tax payments, but otherwise without deduction for reserves)
been distributed under the Partnership Agreement prior to the Sale Closing
Date.

(8) In addition to the amounts described in subparagraphs
(6) and (7) above, 999 Third Avenue shall deliver to Carlyle in immediately
available federal funds in accordance with the Wiring Instructions the sum of
$5,000,000 (the "Option Consideration"), which shall be deemed earned by
Carlyle upon receipt as further consideration for the Option and shall not be
refundable to 999 Third Avenue under any circumstances, but, if the Option is
duly exercised, the Option Consideration shall be applied against the Option
Purchase Price at the consummation of the sale of the Option Partnership
Interest.

(9) In addition to the amounts described in subparagraphs
(6), (7) and (8) above, 999 Third Avenue shall deliver to Carlyle in
immediately available federal funds in accordance with the Wiring Instructions
the sum of $15,000,000 (the "Loan"), which shall be evidenced by a note
executed by Carlyle, as borrower, in favor of 999 Third Avenue, as lender, in
the form of Exhibit "B" attached hereto (the "Note"), and shall be secured by
a security agreement executed by Carlyle, as borrower, in favor of 999 Third
Avenue, as lender, in the form of Exhibit "C" attached hereto (the "Security
Agreement"), and UCC financing statements executed by Carlyle, as debtor, in
favor of 999 Third Avenue, as secured party, in the form of Exhibit "D"
attached hereto (the "Financing Statements").

999 Third Avenue shall cause all funds to be delivered by it under this
paragraph 2.3 to be so delivered no later than 1:00 p.m. Central Time on the
Sale Closing Date. In the event that the Sale of the Subject Partnership
Interest pursuant to the terms of this Agreement does not occur on or before
the Sale Closing Date, then unless otherwise agreed by the parties in writing,
this Agreement shall terminate and shall be of no further force and effect and
neither party shall have any liability hereunder (subject to the provisions of
this Agreement which by their terms survive such termination).

ARTICLE III

Option

3.1 Conditions to Exercise of Option. A condition precedent to the
exercise of the Option shall be the consummation of the Sale on the Sale
Closing Date in full accordance with this Agreement. In addition, the Option
may be exercised, if at all, by 999 Third Avenue delivering to Carlyle written
notice (the "Option Election Notice") on or before the date that is two years
after the Sale Closing Date, which Option Election Notice shall meet each of
the following requirements:

A. it shall state that 999 Third Avenue is exercising the
Option;

B. it shall confirm the "Option Purchase Price" (as hereinafter
defined), the calculation of which must be consistent with paragraph 3.2
below;

C. it shall specify the "Option Closing Date" (as hereinafter
defined) in a manner consistent with the parameters set forth in paragraph 3.3
below; and

D. it shall be addressed to Carlyle Seattle Associates, c/o JMB
Realty Corporation, 900 North Michigan Avenue, Chicago, Illinois 60611-1575,
Attention: Mr. Robert J. Chapman (19th Floor) and Mr. Scott R. Price (12th
Floor).

For purposes of this Agreement, the Option shall have been "duly exercised" if
and only if (1) there is not a default by 999 Third Avenue under this
Agreement (and, without limitation, the Sale is consummated on the Sale
Closing Date in accordance with this Agreement and the Option Consideration is
timely paid and the Loan is made on the Sale Closing Date), (2) the Option
Election Notice is delivered on or before the date that is two years after the
Sale Closing Date, and (3) the Option Election Notice satisfies each of the
foregoing requirements. In the event that the Option is not duly exercised by
999 Third Avenue on or before the date which is two years after the Sale
Closing Date, then unless otherwise agreed by the parties in writing, this
Agreement shall terminate and shall be of no further force and effect and
neither party shall have any liability hereunder (subject to the provisions of
this Agreement which by their terms survive such termination, and without
effect upon the items, funds and documents delivered in connection with the
Sale).

3.2 Option Purchase Price. The "Option Purchase Price" shall be
$21,350,000; provided, however, that for each day during the period, if any,
from the first anniversary of the Sale Closing Date until the Option Closing
Date, the foregoing amount shall be increased by 7% per annum.

3.3 Option Closing Conference. In the event the Option is duly
exercised, the sale of the Option Partnership Interest shall be accomplished
at a closing conference (the "Option Closing Conference") which shall be at
9:00 a.m. Central Time on the Option Closing Date at the offices at Carlyle in
Chicago, Illinois. However, at either party's request, the parties shall
reasonably cooperate to accomplish the consummation of such sale by mail (by,
for example, the parties delivering to Escrow Holder each of the documents and
funds to be delivered by the parties as described below in this paragraph 3.3,
the condition to the closing of such escrow being Escrow Holder's receipt of
all of the documents and funds described below in paragraph 3.3, and such
other conditions as the parties may reasonably agree upon and set forth in
written instructions to Escrow Holder).

A. The "Option Closing Date" shall be specified in the Option
Election Notice, but shall satisfy each of the following conditions: (i) it
shall be a business day other than a Friday, (ii) it shall be a day which is
not later than the second anniversary of the Sale Closing Date, and (iii) it
shall not be earlier than 10 business days after the giving of the Option
Election Notice.

B. At the Option Closing Conference:

(1) Carlyle shall deliver to 999 Third Avenue an executed
counterpart of the assignment and assumption of the Option Partnership
Interest, in the form of Exhibit "E" attached hereto and made a part hereof
(the "Second Assignment and Assumption").

(2) 999 Third Avenue shall deliver to Carlyle an executed
counterpart of the Second Assignment and Assumption.

(3) 999 Third Avenue shall deliver to Carlyle in
immediately available federal funds in accordance with the Wiring Instructions
the sum of the Option Purchase Price (less the Option Consideration).

999 Third Avenue shall cause all funds to be delivered by it under this
paragraph 3.3 to be so delivered no later than 1:00 p.m. Central Time on the
Option Closing Date. 999 Third Avenue shall be entitled to offset the then
unpaid principal balance and accrued interest under the Note on the Option
Closing Date against an equal portion of the amount required to be delivered
by 999 Third Avenue under subparagraph (3) above by returning to Carlyle the
original Note marked "cancelled", the original Security Agreement and fully
executed termination statements terminating the Financing Statements. In the
event that the sale Option Partnership Interest pursuant to the terms of this
Agreement does not occur on or before the Option Closing Date, then unless
otherwise agreed by the parties in writing, this Agreement shall terminate and
shall be of no further force and effect and neither party shall have any
liability hereunder (subject to the provisions of this Agreement which by
their terms survive such termination, and without effect upon the items, funds
and documents delivered in connection with the Sale).

ARTICLE IV

GENERAL

4.1 As-Is Sale. The sale of any portion of Carlyle's interest in the
Partnership pursuant to this Agreement shall be made on an "as-is" basis
without any representation or warranty whatsoever except as may be expressly
set forth in the Subject Assignment and Assumption and the Second Assignment
and Assumption.

4.2 Costs. Each of the Sale Purchase Price and the Option Purchase
Price is intended to be a net price to Carlyle and accordingly all closing
costs (including, but not limited to, any escrow charges) in connection with
the sale of any portion of Carlyle's interest in the Partnership shall be
borne by 999 Third Avenue. Notwithstanding the foregoing, although the
parties believe that no real estate excise tax will be imposed by the State of
Washington in connection with the transactions contemplated hereby, if any
such tax (and related penalty) is imposed, it will be borne 50% by Carlyle and
50% by 999 Third Avenue; provided however, that if such tax (and related
penalty) is imposed because (i) the Option Sale Date occurs within twelve
months after the Sale Closing Date or (ii) 999 Third Avenue fails to
contribute or cause to be contributed sufficient funds to the Partnership in
order to dilute Carlyle's capital interest in the Partnership to below 50%
prior to the Option Closing Date, or (iii) any combination of (i) or (ii)
above, then such tax (and related penalty) shall be borne 100% by 999 Third
Avenue.

4.3 Tax and Accounting Matters. The parties anticipate that the
transactions contemplated by this Agreement will not result in the termination
of the Partnership for income tax purposes under Section 708(b)(1)(B) of the
Internal Revenue Code. Furthermore, in connection with the transfers of
interests in the Partnership on the Sale Closing Date and the Option Closing
Date and consistent with Section 706(d) of the Internal Revenue Code, the
varying interests of the Partners in the Partnership shall be determined on
the basis of prorating the daily items of income, gain, loss deduction and
credit of the Partnership over the entire year during which such an event
occurs, and allocating such items on the basis of the varying interests of the
Partners over the course of such year. If the Sale is consummated, the
Partnership shall (under 999 Third Avenue's direction and control) cause to be
timely prepared and filed all necessary state and federal tax returns for the
taxable year of the Partnership that includes the Sale Closing Date and all
subsequent taxable years (the "Post-Closing Years"). Carlyle shall continue
to function as the tax matters partner with respect to all taxable years of
the Partnership prior to the Post-Closing Years (the "Pre-Closing Years").
Carlyle shall have the right, from time to time, to review, and 999 Third
Avenue shall make available to Carlyle for such review, all books and records
of the Partnership to the extent relating to the period during which Carlyle
is a partner in the Partnership. The Partnership shall retain such books and
records for a reasonable period of time. 999 Third Avenue shall function as
the tax matters partner with respect to the Post-Closing Years and shall
promptly deliver to Carlyle copies of any financial statements or other
reports prepared by or on behalf of the Partnership for any Post-Closing Year
that includes any time during which Carlyle was a partner and such other
information as Carlyle may reasonably request; Carlyle's prior written
approval shall be required with respect to all tax elections, tax returns and
tax audits with respect to any Post-Closing Year (or portion thereof) in which
Carlyle was a partner in the Partnership.

4.4 Investor and Investor Partnership. It is anticipated that,
subject to paragraph 4.8J hereof, 999 Third Avenue will assign its rights
under this Agreement and the Partnership Agreement to the Investor
Partnership. It is understood, however, that the formation of Investor and
the Investor Partnership are solely the business of Wright Runstad and its
affiliates and Carlyle shall have no obligation or liability in connection
therewith. In addition, Carlyle shall have no right to cause Wright Runstad
to form Investor or Investor Partnership and Wright Runstad's failure to do so
will in no event limit the obligations and liabilities of 999 Third Avenue
under this Agreement or the Partnership Agreement. Without limitation on the
foregoing, 999 Third Avenue shall indemnify, defend and hold harmless Carlyle,
the present or future direct or indirect partners in, or agents or affiliates
of, Carlyle, the affiliates of any of the foregoing, and the officers,
directors, shareholders, partners, trustees, beneficiaries, advisors, and
employees of any of the foregoing, from and against any and all threatened,
pending or completed actions, suits or proceedings and any and all losses,
damages, claims, costs and expenses (including, without limitation, reasonable
attorneys' fees) against suffered or incurred by any of the foregoing as a
result of third party claims (including, without limitation, claims of
investors or partners in Investor or investors or partners in Investor
Partnership) with respect to Investor or the Investor Partnership.

4.5 Proposed Refinancing. Carlyle acknowledges that, concurrently
with the consummation of the transfer of the Subject Partnership Interest
pursuant to this Agreement on the Sale Closing Date, 999 Third Avenue intends
to cause a refinancing of the Existing Loan (the "Refinancing"). 999 Third
Avenue (and not the Partnership or Carlyle) shall be solely responsible for
all costs and expenses of the refinancing (including, without limitation, all
loan fees, brokerage fees and other closing costs, legal fees, and the funding
of the amounts necessary for principal paydowns and prepayment premiums
payable under the Existing Loan and required reserves under the Refinancing
[to the extent not funded by the net proceeds of the Refinancing]), and 999
Third Avenue shall indemnify, defend and hold the Partnership and Carlyle from
and against any claims made by any party in connection with such costs and
expenses and the closing of the Refinancing (or the failure of the Refinancing
to close unless such failure was the direct result of Carlyle's default under
this Agreement). Carlyle hereby consents to the Refinancing provided that
such Refinancing meets each of the parameters ("Refinancing Parameters") set
forth in Exhibit "G" attached hereto.

4.6 Partnership Amendment. The Partnership Amendment to be executed
and delivered at the Sale Closing Conference shall be prepared by 999 Third
Avenue and the Investor Partnership and contain such terms and conditions as
999 Third Avenue and the Investor Partnership shall determine, provided that
the Partnership Amendment shall be subject to the written approval of Carlyle
prior to the Sale Closing Date, which shall not be unreasonably withheld so
long as the Partnership Amendment (and the resulting Partnership) meet the
following requirements:

A. The Partnership Amendment shall be dated as of the Sale
Closing Date, and shall contain such provisions as are required to (1) create
and maintain a limited partnership under the Uniform Limited Partnership Act
of the State of Washington then in effect (the "Act"); and (2) create and
maintain a partnership within the meaning of the Internal Revenue Code of
1986, as amended.

B The name of the Partnership shall be changed to "Wright-
Carlyle Seattle Limited Partnership".

C. The Managing General Partner of the Partnership shall be the
Investor Partnership, 999 Third Avenue, or an Affiliate thereof.

D. Carlyle shall be a limited partner in such Partnership and
shall have no obligation to contribute cash or any other property or credit to
the Partnership under any circumstances. Carlyle shall not have any right to
participate in management or other decisions of the Partnership; except for
the following: (1) the sale of the Property shall require the consent of
Carlyle, (2) tax elections, audits, returns, settlements, and similar matters
shall be subject to the prior written approval of Carlyle, which approval
shall not be unreasonably withheld, (3) Carlyle shall have the right to
consent to such matters for which consent rights are not waivable in a written
partnership agreement under the Act, and (4) Carlyle's consent shall be
required in connection with any further modification of the Partnership
Agreement which would have an adverse affect upon its interest in the
Partnership.

E. The interest of Carlyle in the Partnership pursuant to the
Partnership Amendment shall be the "Option Partnership Interest" under the
Partnership Agreement, except as modified as follows:

(1) No profits, income or gain shall be allocable to
Carlyle for income tax purposes except to the extent Carlyle receives cash in
connection therewith.

(2) All of Carlyle's Option Partnership Interest
preferences, accounts and priorities shall be maintained as the same were in
effect immediately prior to the Sale Closing Date, except that such interests
shall be reduced by the Subject Partnership Interest and shall be subordinate
in all respects to the capital contributed to the Partnership by the Investor
Partnership and to any and all preferences payable to the Investor Partnership
with respect thereto, as determined solely by the Investor Partnership and 999
Third Avenue, including preferences in Net Cash Receipts, Net Refinancing
Proceeds, Net Sale Proceeds and other distributions and return of such capital
(except in no event shall the Investor Partnership be entitled to a preferred
return in excess of the return necessary for Investor Partnership to receive
an internal rate of return equal to 20% per annum, compounded annually, upon
its investment in the Partnership).

F. Following the Sale Closing Date, management of the Property
shall be conducted by the Investor Partnership, 999 Third Avenue or an
Affiliate of any of the foregoing, upon terms and conditions not more
favorable to the manager than the terms and conditions for management of major
office properties by such parties in the greater Seattle area.

G. Immediately after the Sale (or concurrently with the Sale so
long as the Partnership as amended by the Partnership Amendment shall be the
borrower), the Property may be refinanced as determined by the Managing
General Partner subject to the refinancing parameters described in Section 4.5
hereof and Exhibit F to this Agreement.

H. In connection with the refinancing described in paragraph G
above, the Investor Partnership shall be required to fund a portion of the
retirement of the existing indebtedness, which capital shall be entitled to a
priority yield and return of capital over all other interests in the
Partnership, including the Option Partnership Interest, as described at
paragraph 4.6 E(2) above (except in no event shall Investor Partnership be
entitled to a preferred return in excess of the return necessary for Investor
Partnership to receive an internal rate of return equal to 20% per annum,
compounded annually, upon such investment in the Partnership).

I. Following the Sale, the restrictions set forth in Section
7.1 of the Partnership Agreement shall terminate.

J. Following the Sale, the Partnership shall not be dissolved
by the bankruptcy or dissolution of any Partner, including Carlyle, or for any
other reason without the consent of all the Partners, except as otherwise
provided in the Act.

K. Following the Sale, all distributions shall be made when and
as determined by the Managing General Partner, after establishing any reserves
as established in the sole discretion of the Managing General Partner.

Carlyle shall specify in writing and in reasonable detail any objections
it may have to the proposed form of the Partnership Amendment and deliver such
written objections to 999 Third Avenue within 10 days after its receipt of
such proposed form of the Partnership Amendment.

4.7 Interim Management of Property. The parties agree that, prior to
the Sale Closing Date, the parties shall cause 999 Management Limited, a
Washington limited partnership ("Manager"), to continue to manage the Property
under its existing property management agreement with the Partnership in the
ordinary course of business and consistent with its past management of the
Property.

4.8 Miscellaneous.

A. Brokers. Each party represents and warrants to the other
that no broker or finder has been engaged by it (or any of its affiliates) in
connection with the transactions contemplated by this Agreement. In the event
of a claim for a broker's or finder's fee or commission in connection
herewith, then each party shall indemnify, defend and hold harmless the other
from the same if it shall be based upon any statement or agreement alleged to
have been made by the indemnifying party or its affiliates.

B. Limitation of Liability. Notwithstanding anything to the
contrary in this Agreement, the Partnership Agreement, or any agreement,
instrument or certificate evidencing, securing or otherwise executed in
connection with the Sale, Option or Refinancing, in no event shall any present
or future direct or indirect partner in, or agent or affiliate of, Carlyle,
nor any officer, director, shareholder, partner, trustee, beneficiary,
advisor, or employee of any of the foregoing have any personal liability,
directly or indirectly, under or in connection with this Agreement, the
Partnership Agreement, or any agreement, instrument or certificate evidencing,
securing or otherwise executed in connection with the Sale, Option or
Refinancing, or any amendment or modification of any of the foregoing
instruments made at any time or times, heretofore and hereafter; the recourse
of 999 Third Avenue and each of its successors (including, without limitation,
the Investor Partnership) and all other persons and entities in connection
with the foregoing being limited solely to the assets of Carlyle for the
payment of any claim or for any performance, and each of 999 Third Avenue and
its successors (including, without limitation, the Investor Partnership)
hereby waives such personal liability. In no event shall any contribution
obligation of any partner in Carlyle (including, without limitation, any
obligation to fund a negative capital account) be considered an asset of
Carlyle for purposes of this paragraph. The limitations of liability provided
in this paragraph are in addition to, and not in limitation of, any limitation
on liability applicable to Carlyle or such parties provided by law or by any
other contract, agreement or instrument.

C. Entire Agreement. This Agreement contains the entire
agreement between the parties respecting the matters herein set forth and
supersedes all prior agreements between the parties respecting such matters.

D. Time of the Essence. Time is of the essence of this
Agreement.

E. Captions. Article and paragraph headings shall not be used
in construing this Agreement.

F. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Illinois (without regard
to conflicts of law).

G. Attorneys' Fees. If any party obtains a judgment against
any other party by reason of a breach of this Agreement, a reasonable
attorneys' fee as fixed by the court shall be included in such judgment.

H. Press Releases. Any press release issued with respect to
the transactions contemplated by this Agreement shall be subject to the prior
approval of both parties.

I. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same document.

J. Assignment. Neither party may assign or transfer its rights
or obligations under this Agreement without the prior written consent of the
other party; provided, however, that Carlyle hereby agrees that 999 Third
Avenue may assign its rights and obligations under this Agreement and its
interest as a partner in the Partnership to the Investor Partnership, provided
that such assignment occurs only on the Sale Closing Date and such assignment
is conditioned upon the Sale. No consent given by a party to any transfer or
assignment of the other party's rights or obligations hereunder shall be
construed as a consent to any other transfer or assignment of a party's rights
or obligations hereunder. No transfer or assignment in violation of the
provisions hereof shall be valid or enforceable. In the event of a transfer
by either party (including a transfer by 999 Third Avenue to the Investor
Partnership) (i) the transferee shall assume in writing all of the
transferor's obligations hereunder (or under the Partnership, as the case may
be), but the transferor shall not be released from its obligations under this
Agreement; and (ii) the parties shall make appropriate modifications to the
instruments to be delivered pursuant to this Agreement in order to reflect
such assignment. Subject to the foregoing, this Agreement and the terms and
provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of the parties.

L. Further Instruments. Each party shall provide such
additional documents, instruments and other assurances as may be reasonably
required by the other party in connection with the consummation of the
transactions contemplated by this Agreement, including, without limitation,
customary legal opinions regarding the valid formation and existence of such
party and the due authorization, execution and delivery of this Agreement and
the instruments contemplated by this Agreement. Without limitation on the
foregoing, in the event that the Sale shall occur, the parties shall take such
acts as may be reasonably required by Carlyle in order to give creditors and
other third parties notice of Carlyle's withdrawal as a general partner in the
partnership.

If the foregoing accurately sets forth our agreement, then please so
indicate by signing a copy of this Agreement in the place provided below.

Very truly yours,

Carlyle:

CARLYLE SEATTLE ASSOCIATES,
a general partnership

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner

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

By:_______________________________
Name:_____________________________
Title:____________________________

[SIGNATURE BLOCK CONTINUED ON NEXT PAGE]

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X,
a limited partnership,
General Partner

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

By:_______________________________
Name:_____________________________
Title:____________________________

ACCEPTED AND AGREED TO
AS OF THE DAY AND YEAR
FIRST ABOVE WRITTEN:

999 Third Avenue:

999 THIRD AVENUE, LTD.,
a Washington limited partnership

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By: ___________________________
Name: _________________________
Title: __________________________

<PAGE>
EXHIBITS

A - Form of Subject Assignment and Assumption
B - Form of Note
C - Form of Security Agreement
D - Form of Financing Statement
E - Form of Second Assignment and Assumption
F - Refinancing Parameters
<PAGE>
EXHIBIT "A"

FORM OF SUBJECT ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST

<PAGE>
ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST
(First Interstate Center)

THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST (this "Assignment
and Assumption") is made as of the ___ day of ______________, 1994, by and
between CARLYLE SEATTLE ASSOCIATES, an Illinois general partnership
("Assignor"), to 999 THIRD AVENUE, LTD., a Washington limited partnership
("Assignee").

W I T N E S S E T H, T H A T W H E R E A S:

A. Assignor is a general partner of that certain Washington general
partnership known as "WRIGHT-CARLYLE SEATTLE ASSOCIATES" (the "Partnership"),
which Partnership is currently governed by that certain partnership agreement
captioned "ARTICLES OF PARTNERSHIP OF WRIGHT-CARLYLE SEATTLE, dated as of
March 10, 1982, by and between Assignor and Assignee, as amended by that
certain letter agreement captioned "LETTER RE REFINANCING", dated as of
June 21, 1985, as further amended by that certain letter agreement captioned
"LETTER RE CONSTRUCTION RELATED EXCESS", dated as of December 31, 1988, and as
further amended by that certain letter agreement captioned "LETTER RE
SALE/OPTION AND PARTNERSHIP AMENDMENT", dated as of May 15, 1994
(collectively, the "Partnership Agreement"), the sole asset of the Partnership
being an interest in that certain land and improvements located in the City of
Seattle, State of Washington, consisting principally of an office complex
commonly known as the "First Interstate Center" (the "Property").

B. Assignor is the sole owner of the interest identified as the
interest of "Carlyle" under the Partnership Agreement, as more particularly
described in the Partnership Agreement (such being herein called the
"Partnership Interest"); and

C. Assignor desires to assign an undivided 49.95% of the Partnership
Interest (the "Subject Partnership Interest") to Assignee, and Assignee
desires to assume the Subject Partnership Interest.

NOW, THEREFORE, THESE PRESENTS WITNESS, that for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby assigns, transfers and sets over unto
Assignee the entire Subject Partnership Interest.

2. Representations and Warranties of Assignor. Assignor represents
and warrants to Assignee the following: (i) the Subject Partnership Interest
is free and clear of any liens, encumbrances, claims or liabilities of any
kind or nature created by, through or under Assignor, except as created by the
Partnership Agreement (including without limitation, the security interest in
favor of Assignee and the Partnership created by Section 9.3 of the
Partnership Agreement); (ii) this Assignment and Assumption is duly
authorized, executed and delivered by and is binding upon Assignor; and (iii)
Assignor is a partnership, duly organized, validly existing and in good
standing under the laws of the State of Illinois, and has the capacity and
authority to enter into this Assignment and Assumption.

3. "AS IS" NATURE OF ASSIGNMENT. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN PARAGRAPH 2 ABOVE, ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT
THE ASSIGNMENT OF THE SUBJECT PARTNERSHIP INTEREST IS ON AN "AS IS, WHERE IS"
BASIS AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES
AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE
PROPERTY, THE PARTNERSHIP OR THE SUBJECT PARTNERSHIP INTEREST. ASSIGNEE
ACKNOWLEDGES THAT (A) ASSIGNEE OR AN AFFILIATE OF ASSIGNEE HAS BEEN A GENERAL
PARTNER IN THE PARTNERSHIP SINCE MARCH 10, 1982, AND IT HAS HAD FULL AND
ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL, FINANCIAL AND OTHER
EXAMINATIONS AND DUE DILIGENCE RELATING TO THE ACQUISITION OF THE SUBJECT
PARTNERSHIP INTEREST HEREUNDER PRIOR TO THE DATE HEREOF, AND IT HEREBY ACCEPTS
THE SUBJECT PARTNERSHIP INTEREST, APPROVES OF SUCH MATTERS AND AGREES TO
PURCHASE THE SUBJECT PARTNERSHIP INTEREST ON AN "AS IS" BASIS; AND (B) IT WILL
ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND NOT ON ANY
INFORMATION PROVIDED BY ASSIGNOR (OTHER THAN AS EXPRESSLY PROVIDED IN
PARAGRAPH 2 ABOVE).

4. Assumption. Assignee hereby accepts the assignment of the Subject
Partnership Interest, agrees to be bound by the terms of the Partnership
Agreement, and assumes the performance of all of the obligations of Assignor
under the Partnership Agreement to the extent related to the Subject
Partnership Interest first arising or accruing on and after the date of this
Assignment and Assumption of Partnership Interest (including, without
limitation, obligations under contracts, leases and other agreements entered
into by the Partnership prior to date hereof, to the extent such obligations
relate to the period commencing on the date hereof).

5. Representations and Warranties of Assignee. Assignee represents
and warrants to Assignor the following: (i) this Assignment and Assumption is
duly authorized, executed and delivered by and is binding upon Assignee; and
(ii) Assignee is a partnership, duly organized, validly existing and in good
standing under the laws of the State of Washington, and has the capacity and
authority to enter into this Assignment and Assumption.

6. Indemnification by Assignee and the Partnership. Assignee and the
Partnership shall jointly and severally hold harmless, indemnify and defend
Assignor from and against: (i) any and all "Claims" (as hereinafter defined)
whether direct, contingent or consequential and no matter how arising, in any
way and to the extent related to the Subject Partnership Interest, the
Partnership or the Property and arising or accruing on and after the date
hereof (including, without limitation, Claims related to obligations under
contracts, leases and other agreements entered into by the Partnership prior
to date hereof, to the extent such obligations relate to the period commencing
on the date hereof, but excluding any Claims to the extent arising from
Assignor's gross-negligence or wilful misconduct during such period). The
indemnity provided for under this paragraph shall be subject to the following
provisions:

A. The indemnity shall cover the costs and expenses of the
indemnitee, including reasonable attorneys' fees, related to any actions,
suits or judgments incident to any of the matters covered by such indemnity.

B. The indemnitee shall notify the indemnitor of any Claim against
the indemnitee covered by the indemnity within 45 days after it has notice of
such Claim, but failure to notify the indemnitor shall in no case prejudice
the rights of the indemnitee under this Agreement unless the indemnitor shall
be prejudiced by such failure and then only to the extent the indemnitor shall
be prejudiced by such failure. Should the indemnitor fail to discharge or
undertake to defend the indemnitee against such liability upon learning of the
same, then the indemnitee may settle such liability, and the liability of the
indemnitor hereunder shall be conclusively established by such settlement, the
amount of such liability to include both the settlement consideration and the
reasonable costs and expenses, including attorneys' fees, incurred by the
indemnitee in effecting such settlement.

C. The rights to indemnification under this paragraph shall also
extend to the present or future direct or indirect partners in, or agents or
affiliates of, Assignor, the affiliates of any of the foregoing, and the
officers, directors, shareholders, partners, trustees, beneficiaries,
advisors, and employees of any of the foregoing.

D. As used herein, "Claim" means any obligation, liability, claim
(including any claim for damage to property or injury to or death of any
persons), lien or encumbrance, loss, damage, cost or expense.

7. Binding Effect. This Assignment and Assumption shall be binding
upon and shall inure to the benefit of the respective parties hereto and their
respective legal representatives, successors and assigns.

8. Governing Law. THIS ASSIGNMENT AND ASSUMPTION SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS
(WITHOUT REGARD TO CONFLICTS OF LAW).

9. No Third Party Beneficiaries. Except as provided in paragraph 6
hereof, nothing in this Assignment and Assumption, expressed or implied, is
intended to confer any rights or remedies upon any person, other than the
parties hereto and their respective successors and assigns.

10. Limitation of Liability. Notwithstanding anything to the contrary
in this Assignment and Assumption, the Partnership Agreement, the Option
Letter, or any agreement, instrument or certificate evidencing, securing or
otherwise executed in connection therewith, in no event shall any present or
future direct or indirect partner in, or agent or affiliate of, Assignor, nor
any officer, director, shareholder, partner, trustee, beneficiary, advisor, or
employee of any of the foregoing have any personal liability, directly or
indirectly, under or in connection with this Assignment and Assumption, the
Partnership Agreement, the Option Letter, or any agreement, instrument or
certificate evidencing, securing or otherwise executed in connection
therewith, or any amendment or modification of any of the foregoing
instruments made at any time or times, heretofore and hereafter; the recourse
of Assignee and each of its successors and all other persons and entities in
connection with the foregoing being limited to the solely to assets of
Assignor for the payment of any claim or for any performance, and each of
Assignee and its successors hereby waives such personal liability. In no
event shall any contribution obligation of any partner in Assignor (including,
without limitation, any obligation to fund a negative capital account) be
considered an asset of Assignor for purposes of this paragraph. The
limitations of liability provided in this paragraph are in addition to, and
not in limitation of, any limitation on liability applicable to Assignor or
such parties provided by law or by any other contract, agreement or
instrument.

11. Counterparts. This Assignment and Assumption may be executed in
multiple counterparts, all of which when taken together shall deem to
constitute one instrument.

IN WITNESS WHEREOF, the Assignor and Assignee have executed and
delivered this Assignment and Assumption as of the day, month and year first
above written.

Assignor:

CARLYLE SEATTLE ASSOCIATES,
a general partnership

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner

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

By:_______________________________
Name:_____________________________
Title:____________________________

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X,
a limited partnership,
General Partner

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

By:_______________________________
Name:_____________________________
Title:____________________________
<PAGE>
Assignee:

999 THIRD AVENUE, LTD.,
a Washington limited partnership

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:___________________________
Name:_________________________
Title:________________________

<PAGE>
JOINDER

WRIGHT-CARLYLE SEATTLE ASSOCIATES,
a Washington general partnership

By: 999 THIRD AVENUE, LTD.,
a Washington limited partnership
General Partner

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:___________________________
Name:_________________________
Title:________________________

<PAGE>
JOINDER AND CONSENT

The undersigned hereby joins in the execution of this Assignment and
Assumption solely for the purpose of agreeing to indemnify, defend and hold
harmless, jointly and severally with Assignee, each person or entity entitled
to indemnification pursuant to the terms of paragraph 6 of this Assignment and
Assumption, and to consent to the assignment and assumption provided for
herein as required pursuant to Section 7.1 of the Partnership Agreement.

999 THIRD AVENUE, LTD.,
a Washington limited partnership

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
EXHIBIT "B"

FORM OF PROMISSORY NOTE
<PAGE>
PROMISSORY NOTE
SECURED BY SECURITY AGREEMENT

$15,000,000 Los Angeles, California ___________, 1994

FOR VALUE RECEIVED, the undersigned, CARLYLE SEATTLE ASSOCIATES,
an Illinois general partnership ("Payor"), promises to pay to 999 THIRD
AVENUE, LTD., a Washington limited partnership ("Payee"), the sum of Fifteen
Million and No/100 ($15,000,000), together with simple interest from the date
hereof on unpaid principal at the rate of nine percent (9%) per annum, on and
subject to the following terms and conditions:

1. Payment of Principal and Interest. On Wednesday, January 1,
1997, all accrued and unpaid interest and all outstanding principal under this
Note shall be paid by Payor to Payee.

2. Definitions. As used in this Note, the following terms have
the following meanings:

A. "Security Agreement" means the security agreement
dated as of the date hereof securing this Note.

B. "Letter Agreement" means that certain agreement
captioned "LETTER RE SALE/OPTION AND PARTNERSHIP AMENDMENT", dated as of May
15, 1994, between Payee and Payor, providing for, among other things, the sale
from Payor to Payee, of 49.95% of Payor's partnership interest in Wright-
Carlyle Seattle, a Washington general partnership (the "Partnership"), and an
option to acquire the remaining interest of Payor in the Partnership as such
letter agreement has been or shall hereafter be amended.

C. The terms "undersigned", as used in this Note, and
"Debtor", as used in the Security Agreement, mean Payor and each successor and
assign of the same as obligor of this Note and Debtor under the Security
Agreement.

D. The terms "Holder", as used in this Note, and "Secured
Party", as used in the Security Agreement, mean Payee and each successor and
assign of the same as holder of this Note and Secured Party under the Security
Agreement (including, where such successor or assign is a trust, both the
trustees and beneficiaries thereof).

3. Prepayment. The undersigned may prepay the unpaid balance
of principal (and any accrued interest) under this Note in whole or in part at
any time or times, without penalty or additional interest.

4. Letter Agreement. This Note is given pursuant to the Letter
Agreement. In addition to any other right or remedy of the undersigned
(including, but not limited to, any provided by law), the undersigned may, at
its election, credit any sum to which it becomes entitled under the Letter
Agreement or any "Collateral Agreement" (including, but not limited to, any
sum to which it becomes entitled by reason of any indemnity in favor of the
undersigned under the Letter Agreement or any Collateral Agreement or by
reason of any breach or default under the Letter Agreement or any Collateral
Agreement) against any or all of the amounts payable under this Note (the
particular payments against which credit is to be taken to be determined by
the undersigned, including the payments first due after the undersigned shall
elect to take such credit). As used herein, "Collateral Agreement" means any
agreement, instrument, document or covenant made or entered into under or
pursuant to the provisions of the Letter Agreement or concurrently with or in
connection with the Letter Agreement or any of the transactions therein
provided, and all amendments thereto made at any time or times heretofore or
hereafter. Without limitation on, and in addition to, any other right or
remedy of the undersigned (including, but not limited to, those hereinabove
specified in this paragraph), during the pendency of any claim made on the
undersigned against which the undersigned shall have been indemnified under
the Letter Agreement or any Collateral Agreement, or following an occurrence
or circumstance which the undersigned regards as a breach or default under the
Letter Agreement or any Collateral Agreement or breach of any representation
or warranty of any party under the Letter Agreement or any Collateral
Agreement, or following an occurrence or condition which in the undersigned's
opinion entitles the undersigned to payment pursuant to the provisions of the
Letter Agreement or Collateral Agreement, the undersigned may, at its
election, withhold until the settlement or disposition of such claim or the
determination of the undersigned's recovery by reason of the undersigned's
entitlement to such payment hereunder, the payment of all payments or
installments to be made by it pursuant to this Note, and upon such settlement
or disposition of such claim or determination of the undersigned's recovery or
determination of the undersigned's entitlement to such payment, credit the
amount of the same first against the installments and sums so withheld and
then offset any remaining balance against any installments or amounts first
payable under this Note after such settlement or disposition of such claim or
determination of such recovery or entitlement to payment.

5. Security Agreement. This Note is secured by the Security
Agreement, and is further subject to and governed by the provisions contained
in or referred to in the Security Agreement.

6. Exculpation. In addition to, and not in limitation of, any
limitation on liability provided by law or by any contract, agreement,
instrument or document, the remedies of the Payee under this Note, for default
or breach under this Note or the Security Agreement or any other security
agreement or instrument, shall be limited to its rights against the collateral
subject thereto. Without limitation on the generality of the foregoing and
notwithstanding anything to the contrary in this Note, the Security Agreement
or any agreement, instrument or certificate evidencing, securing or otherwise
executed in connection therewith, in no event shall Payor or any present or
future direct or indirect partner in, or agent or affiliate of, Payor, nor any
officer, director, shareholder, partner, trustee, beneficiary, advisor, or
employee of any of the foregoing have any personal liability, directly or
indirectly, under or in connection with this Note, the Security Agreement, the
Partnership Agreement, the Letter Agreement or any agreement, instrument or
certificate evidencing, securing or otherwise executed in connection
therewith, or any amendment or modification of any of the foregoing
instruments made at any time or times, heretofore and hereafter; the recourse
of Payee and each of its successors and all other persons and entities in
connection with the foregoing being limited solely to the collateral which is
the subject of the Security Agreement for the payment of any claim or for any
performance, and each of Payee and its successors hereby waives all right to
proceed directly against Payor or such other persons or entities under or in
connection with this Note or the Security Agreement or such instruments, and
all claim or right for any deficiency under this Note or upon foreclosure or
sale or exercise of rights under the Security Agreement or such instruments.

7. Acceleration. Should a default occur under the Security
Agreement, and the same shall not be cured within the applicable cure period
thereunder after Holder gives written notice of such default to the
undersigned, then at the election of Holder the whole sum of principal and
interest hereunder shall become immediately due and payable.

8. Miscellaneous. Principal and interest are payable in lawful
money of the United States. Nothing contained in this Note shall be deemed to
require the payment of interest by the undersigned in excess of the amount
which Holder may lawfully charge under the applicable usury laws. In the
event that the interest provided herein shall exceed such lawful charge, then
the amount of interest payable hereunder by the undersigned shall be reduced
to the maximum amount of such lawful charge. In the event it shall become
necessary to employ counsel to collect this obligation, the undersigned agrees
to pay reasonable attorneys' fees for legal services involved. The validity
and construction of this Note and all matters pertaining hereto are to be
determined according to the laws of the State of Illinois (without regard to
conflicts of law).

9. Notice. Any notice which a party is required or may desire
to give the other shall be in writing and shall be sent by personal delivery
or by mail (either [i] by United States registered or certified mail, return
receipt requested, postage prepaid, or [ii] by Federal Express or similar
generally recognized overnight carrier regularly providing proof of delivery),
addressed as follows (subject to the right of a party to designate a different
address for itself by notice similarly given):

TO HOLDER:

999 Third Avenue, Ltd.
c/o Wright Runstad & Company
1201 Third Avenue
Suite 2000
Seattle, Washington 98101
Attention: Mr. H. Jon Runstad

With Copy To:

Whalen & Firestone
1221 Second Avenue
Suite 410
Seattle, Washington 98101
Attention: Jerome D. Whalen, Esq.

TO THE UNDERSIGNED:

Carlyle Seattle Associates
c/o JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60611-1575
Attention: Mr. Scott R. Price

With Copies To:

Pircher, Nichols & Meeks
1999 Avenue of the Stars
Suite 2600
Los Angeles, California 90067
Attention: Real Estate Notices (SAC/RCS)

Any notice so given by mail shall be deemed to have been given as of the date
of delivery (whether accepted or refused) established by U.S. Post Office
return receipt or the overnight carrier's proof of delivery, as the case may
be. Any such notice not so given shall be deemed given upon receipt of the
same by the party to whom the same is to be given.

10. Assignment. This Note may not be negotiated, assigned,
pledged or hypothecated, in whole or in part and any attempted negotiation,
assignment, pledge or hypothecation in violation of the foregoing shall be
void; provided however, that this Note may be assigned to the "Investor
Partnership" (as defined in the Letter Agreement), in connection with a
transfer permitted by Section 4.8J of the Letter Agreement.

CARLYLE SEATTLE ASSOCIATES,
a general partnership

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner

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

By:_______________________________
Name:_____________________________
Title:____________________________

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X,
a limited partnership,
General Partner

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

By:_________________________
Name:_______________________
Title:______________________
<PAGE>
EXHIBIT "C"

FORM OF PARTNERSHIP SECURITY AGREEMENT
<PAGE>
PARTNERSHIP SECURITY AGREEMENT

THIS PARTNERSHIP SECURITY AGREEMENT (this "Security Agreement"),
made as of the ____ day of ____________, 1994, by CARLYLE SEATTLE ASSOCIATES,
an Illinois general partnership ("Debtor"), in favor of 999 THIRD AVENUE,
LTD., a Washington limited partnership ("Secured Party").

W I T N E S S E T H:

In order to secure the indebtedness hereinafter referred to and to
secure the performance of all obligations of Debtor under the "Security
Documents" (as hereinafter defined) and the performance of each and every
covenant, agreement, and undertaking of Debtor made in the Security Documents,
Debtor hereby grants to Secured Party a security interest in and to all of
Debtor's interest in Wright-Carlyle Seattle, a Washington general partnership
(as amended, the "Partnership"), created and evidenced by that certain
partnership agreement (the "Partnership Agreement") captioned "ARTICLES OF
PARTNERSHIP OF WRIGHT-CARLYLE SEATTLE", dated as of March 10, 1982, by and
between Debtor and Secured Party, now or anytime hereafter held, including,
without limitation, all of Debtor's rights to any return of capital and any
distributions pursuant to the Partnership Agreement (all of the foregoing
being hereinafter called the "Collateral") and all proceeds of Collateral.

ARTICLE I

Secured Indebtedness

1.1. This Security Agreement is made to secure and enforce the
payment and performance of the following agreements, notes, obligations,
indebtedness, and liabilities: (a) one certain promissory note of even date
herewith in the original principal amount of FIFTEEN MILLION DOLLARS
($15,000,000), made by Debtor, payable to Secured Party, with interest as
therein provided, both principal and interest being payable as therein
provided, and all other notes given in substitution therefor or in renewal and
extension thereof, in whole or in part (such note and all other notes given in
substitution, renewal, or extension thereof, in whole or in part, being
hereinafter called the "Note"); and (b) all indebtedness incurred or arising
pursuant to the provisions of this Security Agreement or any other instrument
evidencing or securing the payment of the indebtedness evidenced by the Note.

1.2. The indebtedness referred to in subheadings (a) and (b) of
Section 1.1 hereof is hereinafter sometimes referred to as the "secured
indebtedness" or the "indebtedness secured hereby".

1.3. The Note, this Security Agreement, and all other notes,
security agreements, or other instruments evidencing or securing the secured
indebtedness are herein sometimes collectively called the "Security
Documents".

ARTICLE II

Representations

To induce Secured Party to enter into this Security Agreement,
Debtor represents and warrants as follows:

2.1. The Collateral is not subject to set off, counterclaim,
defense, allowance, or adjustment or to objection or complaint, except as set
forth in (i) the Partnership Agreement, (ii) the letter agreement (the "Letter
Agreement") captioned "LETTER RE SALE/OPTION AND PARTNERSHIP AMENDMENT", dated
as of May 15, 1994, by and between Debtor and Secured Party, and (iii) those
documents and instruments executed pursuant to or in connection with the
Letter Agreement (the "Collateral Agreements"). The Collateral does not
include the portion of Debtor's interest in the Partnership that was sold
pursuant to the Letter Agreement.

2.2. Debtor has not assigned, encumbered or otherwise transferred
the Collateral, except as set forth in the Partnership Agreement, the Letter
Agreement and the Collateral Agreements.

2.3. There is no financing statement covering the Collateral or
its proceeds on file in any public office, except for financing statements
filed in connection with the security agreement contained in the Partnership
Agreement in favor of the Partnership and the partners therein.

2.4. The location of Debtor's place of business is 900 North
Michigan Avenue, Chicago, Illinois 60611-1575. Debtor will promptly notify
Secured Party in writing of any change of location of such place of business.

2.5. No bankruptcy or insolvency proceedings are pending by or
against Debtor.

ARTICLE III

Covenants

So long as the indebtedness secured hereby or any part thereof
remains unpaid, Debtor covenants and agrees with Secured Party as follows:

3.1. Notwithstanding the security interest in proceeds granted
herein, Debtor shall not, without the prior written consent of the Secured
Party (which consent may be withheld for any reason), sell, assign,
hypothecate or otherwise dispose of the Collateral, or any interest therein,
except pursuant to the Letter Agreement or any Collateral Agreement and Debtor
shall otherwise warrant and defend the Collateral against the claims of all
persons claiming by, through or under Debtor.

3.2. Debtor shall not join in, or consent to, any modification of
the Partnership Agreement without first receiving the written consent thereto
of Secured Party.

3.3 If the validity or priority of this Security Agreement or of
any rights, titles, liens, or interests created or evidenced hereby with
respect to the Collateral or any part thereof shall be endangered or shall be
attacked, directly or indirectly, or if any legal proceedings are instituted
against Debtor with respect thereto, Debtor will give prompt written notice
thereof to Secured Party and, at Debtor's own cost and expense, will
diligently endeavor to cure any defect that may be developed or claimed, and
will take all necessary and proper steps for the defense of such legal
proceedings, including the employment of counsel, the prosecution or defense
of litigation, and the settlement, release or discharge of all adverse claims,
and, in the event of default by Debtor in the performance of any of the
foregoing, Secured Party (whether or not named as party to legal proceedings
with respect thereto) is hereby authorized and empowered to take such
additional steps as in its judgment and discretion may be necessary or proper
for the defense of any such legal proceedings or the protection of the
validity or priority of this Security Agreement, including the employment of
counsel, the prosecution or defense of litigation, the compromise or discharge
of any adverse claims made with respect to the Collateral, the purchase of any
tax title, and the removal of prior liens or security interests, and all
expenses so incurred of every kind and character shall be a demand obligation
owing by Debtor and shall bear interest from the date of expenditure until
paid at the highest rate of interest which may legally be contracted for by
Debtor under the laws of the State of Illinois and shall be secured by the
security interest evidenced by this Security Agreement, and the party
incurring such expenses shall be subrogated to all rights of the person
receiving such payment.

3.4. Debtor will, on request of Secured Party: (a) promptly
correct any defect, error, or omission which may be discovered in the contents
of this Security Agreement or in any of the other Security Documents; (b)
execute, acknowledge, deliver and record and/or file such further instruments
(including, without limitation, further security agreements, financing
statements, and continuation statements) and do such further acts as may be
necessary, desirable or proper to carry out more effectively the purposes of
the Security Documents and to subject to the security interests hereof any
property intended by the terms of the Security Documents to be covered hereby,
including, specifically, but without limitation, any renewals, additions,
substitutions, or replacements to the then Collateral; and (c) execute,
acknowledge delivery, procure, and file and/or record any documents or
instruments deemed advisable by Secured Party to protect the security interest
hereunder against the rights or interests of third persons, and Debtor will
pay all costs connected with any of the foregoing.

3.5. If the Partnership shall sell, exchange, assign, transfer,
convey, or otherwise dispose of all or any part of the Partnership property,
Debtor will pay over to Secured Party the proceeds of such transaction
allocable to Debtor, up to, but not exceeding the amounts of the secured
indebtedness, to be applied in accordance with Section 3.7 hereof.

3.6. In the event the Partnership creates or places, or permits
to be created or placed, any deed of trust, mortgage, security agreement,
collateral assignment of leases, or any other security instrument of any kind
against or covering the Partnership property, or any part thereof, Debtor
shall pay over to Secured Party the proceeds of any such transaction
distributed to Debtor, up to, but not exceeding the amounts of the secured
indebtedness, to be applied in accordance with Section 3.7 hereof.

3.7. Debtor shall pay over to Secured Party promptly upon receipt
thereof all amounts received by Debtor under the Partnership Agreement (up to,
but not exceeding the amounts of the secured indebtedness) including Debtor's
share of: (a) any financing proceeds received by or on behalf of the
Partnership; (b) proceeds from insurance not used in repair or restoration of
Partnership Property; (c) proceeds generated from refinancing of indebtedness
secured by any Existing Lien Security Instrument; (d) proceeds of condemnation
awards with respect to Partnership Property and all judgments, decrees, and
awards for injury or damage to the Partnership Property; and (e) any other
amounts received by the Partnership and distributed to the partners thereof.
The foregoing will be applied first to accrued, but unpaid, interest on the
Note, then as a prepayment of principal of the Note until fully repaid, and
the balance, if any, shall be promptly returned to Debtor.

3.8. Debtor shall comply with the terms and provisions of the
Note.

ARTICLE IV

Remedies in Event of Default

4.1. The term "Event of Default," as used in this Security Agreement,
shall mean the occurrence of any of the following events:

(a) the failure of Debtor to make due and punctual payment of
the Note as the same shall become due and payable; or

(b) the failure by Debtor to duly keep, perform and observe any
other material covenant, representation, condition, or agreement in
this Security Agreement or in any of the Security Documents, which
failure continues for thirty (30) days after written notice by
Secured Party to Debtor (or such longer period of time as may be
reasonably necessary, provided that Debtor has commenced to cure such
failure within such thirty (30) day period and diligently pursues
such cure to completion); or

(d) a receiver, trustee, or custodian is appointed for all or
substantially all of the assets of Debtor or for any of the
Collateral in any proceeding brought by Debtor, or any such receiver
or trustee shall be appointed in any proceeding brought against
Debtor and not discharged within ninety (90) days after such
appointment, or Debtor shall consent to or acquiesce in such
appointment; or

(e) Debtor shall file a petition under any section or chapter
of the Federal Bankruptcy Reform Act, as amended, or under any
similar law or statute of the United States or any State thereof, or
Debtor shall be adjudged bankrupt or insolvent in proceedings filed
against Debtor thereunder, or a petition or answer proposing the
adjudication of Debtor as a bankrupt or its reorganization under any
present or future federal or state bankruptcy or similar law shall be
filed in any court and (in the case of an involuntary action) such
petition or answer shall not be discharged or denied within ninety
(90) days after the filing thereof, or any composition,
rearrangement, extension, reorganization or other relief of debtors
now or hereafter existing is requested by Debtor; or

(f) the Collateral or any substantial part thereof shall be
taken on execution or other process of law in any action against
Debtor.

4.2. Upon the occurrence of an Event of Default, Secured Party shall
have the option (which shall be exercised by written notice from Secured Party
to Debtor) of declaring all indebtedness secured hereby, both principal and
accrued interest, to be immediately due and payable.

4.3. Upon the occurrence of an Event of Default, Secured Party may
exercise Secured Party's rights of enforcement under the Uniform Commercial
Code in force in the State of Illinois, and, in conjunction with those rights
and remedies, written notice mailed to Debtor at Debtor's address set forth in
this Security Agreement ten (10) days prior to the date of public sale of the
Collateral or prior to the date after which private sale of the Collateral
will be made, shall constitute reasonable notice.

4.4. In addition to the above, but subject to Section 4.6 below,
Secured Party shall have and may exercise all other rights conferred by law or
under the Security Documents and may resort to any remedy existing at law or
in equity for the collection of the indebtedness secured hereby and for the
enforcement of the covenants and agreements contained herein, and the resort
to any such remedy shall not prevent the concurrent or subsequent employment
of any other appropriate remedy or remedies.

4.5. Subject to Section 4.6 below, no failure on the part of Secured
Party to exercise, and no delay in exercising, any right, power, or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by Secured Party of any right, power, or remedy hereunder preclude
any other or further exercise thereof or the exercise of any right, power or
remedy.

4.6. Notwithstanding anything to the contrary herein or in any
Collateral Agreement, Debtor's liability and Secured Party's remedies shall be
limited as set forth in paragraph 6 of the Note.

ARTICLE V

Miscellaneous

5.1. When all of the indebtedness secured by this Security Agreement
has been paid in full, then, and in that case only, the security interests
evidenced hereby or provided for herein shall terminate and shall be released
and the Collateral then held as such by Secured Party shall become free and
clear of such security interests.

5.2. No modifications or waiver of any provision of this Security
Agreement nor consent to any departure by Debtor therefrom shall in any event
be effective unless the same shall be in writing and signed by Secured Party,
and then such waiver or consent shall be effective only in the specific
instances, for the purpose for which given, and to the extent therein
specified. No notice to or demand on Debtor in any case shall of itself
entitle Debtor to any other or further notice of demand in similar or other
circumstances.

5.3. A carbon, photographic or other reproduction of this Security
Agreement or of any financing statement relating to this Security Agreement
shall be sufficient as a financing statement.

5.4. The Note and all other secured indebtedness which may be owing
hereunder at any time by Debtor shall be payable at the place designated in
the Note, or if no such designation is made, at the office of Secured Party at
the address indicated in this Security Agreement, or at such other place as
Secured Party may designate in writing.

5.5. If any part of the secured indebtedness cannot be lawfully
secured by this Security Agreement or if any part of the Collateral cannot be
lawfully subject to the lien hereof to the full extent of such indebtedness,
then all payments made shall be applied on said indebtedness first in
discharge of that portion thereof which is unsecured by this Security
Agreement.

5.6. Any provision contained herein or in the other Security
Documents to the contrary notwithstanding, neither Secured Party nor any other
holder of any of the secured indebtedness shall be entitled to receive or
collect, nor shall Debtor be obligated to pay, interest on any of the secured
indebtedness in excess of the Maximum Legal Rate permitted by the laws of the
State of Illinois, and if any provision of the Security Documents shall ever
be construed or held to permit the collection or to require the payment of any
amount of interest in excess of the Maximum Legal Rate, the provisions of this
Section 5.6 shall control and shall override any contrary or inconsistent
provision of such Security Document. The intention of the parties being to
conform strictly to the usury laws now in force, the Security Documents shall
be held subject to reduction to the amount allowed under said usury laws as
now or hereafter construed by the courts having jurisdiction. The term
"Maximum Legal Rate", as used herein, shall mean the maximum rate of interest
permitted to be charged under applicable usury laws.

5.7. Any notice which a party is required or may desire to give the
other shall be in writing and may be sent by personal delivery or by mail
(either [i] by United States registered or certified mail, return receipt
requested, postage prepaid, or [ii] by Federal Express or similar generally
recognized overnight carrier regularly providing proof of delivery), addressed
to the address set forth therefor on the signature page hereof (subject to the
right of a party to designate a different address for itself by notice
similarly given at least ten days in advance of the date upon which such
change of address shall be effective).

5.8. The terms, provisions, covenants, and conditions hereof shall be
binding upon, and shall inure to the benefit of, Debtor and Secured Party and
their respective successors and assigns. However, neither party may assign or
delegate this Security Agreement without the prior written consent of the
other (except that Secured Party may assign its rights hereunder to the
"Investor Partnership" (as defined in the Letter Agreement), in connection
with a transfer permitted by Section 4.8J of the Letter Agreement.

5.9. A determination that any provision of this Security Agreement is
unenforceable or invalid shall not affect the enforceability or validity of
any other provision, and any determination that the application of any
provision of this Security Agreement to any person or circumstance is illegal
or unenforceable shall not effect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.

5.10. Within this Security Agreement, words of any gender shall
be held and construed to include any other gender, and words in the singular
number shall be held and construed to include the plural, unless the context
otherwise requires. Whenever the words "including," "include" or "includes"
are used in this Security Agreement, they should be interpreted in a
non-exclusive manner as though the words "without limitation" immediately
followed the same. Except as may otherwise be expressly provided herein, any
approval or consent provided to be given by a party hereunder must be in
writing in order to be effective and may be given or withheld in the absolute
discretion of such party.

5.11. This Security Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Illinois (without
regard to conflicts of laws), except where federal law is applicable
(including any applicable federal usury ceiling or other federal law
preempting state usury laws).

5.12. All exhibits attached to this Agreement are by this
reference incorporated fully herein. The term "this Security Agreement" shall
be considered to include all such exhibits.

IN WITNESS WHEREOF, this Security Agreement is executed by Debtor as
of the date first above written.

DEBTOR:

CARLYLE SEATTLE ASSOCIATES,
a general partnership

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X
a limited partnership,
General Partner

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

By:___________________________
Name:_________________________
Title:________________________

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X,
a limited partnership,
General Partner

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

By:___________________________
Name:_________________________
Title:________________________
<PAGE>
SECURED PARTY:

999 THIRD AVENUE, LTD.,
a Washington limited partnership

By: WRIGHT RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:_________________________________
Name: ______________________________
Title:______________________________
Address of Debtor:

Carlyle Seattle Associates
c/o JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60611-1575
Attention: Mr. Scott R. Price

With a copy of any notice to Debtor to:

Pircher, Nichols & Meeks
1999 Avenue of the Stars
Suite 2600
Los Angeles, California 90067
Attention: Real Estate Notices (SAC/RCS)

Address of Secured Party:

999 Third Avenue Ltd.
c/o Wright Runstad & Company
1201 Third Avenue
Suite 2000
Seattle, Washington 98101
Attention: Mr. H. Jon Runstad

With a copy of any notice to Secured Party to:

Whalen & Firestone
1221 Second Avenue
Suite 410
Seattle, Washington 98101
Attention: Jerome D. Whalen, Esq.

<PAGE>
EXHIBIT "D"

FORM OF FINANCING STATEMENTS

<PAGE>
EXHIBIT "E"

FORM OF SECOND ASSIGNMENT AND ASSUMPTION
<PAGE>
ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST
(First Interstate Center)

THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST (this
"Assignment and Assumption") is made as of the ____ day of _________, 199_,
by and between CARLYLE SEATTLE ASSOCIATES, an Illinois general partnership
("Assignor"), to 999 THIRD AVENUE, LTD., a Washington limited partnership
("Assignee").

W I T N E S S E T H, T H A T W H E R E A S:

A. Assignor is a limited partner of that certain Washington general
partnership known as "WRIGHT-CARLYLE SEATTLE ASSOCIATES LIMITED PARTNERSHIP"
(the "Partnership"), which Partnership is currently governed by that certain
partnership agreement captioned "ARTICLES OF PARTNERSHIP OF WRIGHT-CARLYLE
SEATTLE, dated as of March 10, 1982, by and between Assignor and Assignee, as
amended by that certain letter agreement captioned "LETTER RE REFINANCING",
dated as of June 21, 1985, as further amended by that certain letter agreement
captioned "LETTER RE CONSTRUCTION RELATED EXCESS", dated as of December 31,
1988, as further amended by that certain letter agreement (the "Option
Letter") captioned "LETTER RE SALE/OPTION AND PARTNERSHIP AMENDMENT", dated as
of May 15, 1994, and as further amended by [DESCRIBE PARTNERSHIP AMENDMENT],
dated as of ________________, 1994 (collectively, the "Partnership
Agreement"), the sole asset of the Partnership being that certain land and
improvements located in the City of Seattle, State of Washington, consisting
principally of an office complex commonly known as the "First Interstate
Center" (the "Property").

B. Pursuant to that certain agreement (the "Prior Assignment")
captioned "ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST", dated as of
_______________, 1994, Assignor assigned to Assignee and Assignee assumed an
undivided 49.95% of the interest of "Carlyle" under the Partnership Agreement,
as more particularly described in the Partnership Agreement.

C. Assignor desires to assign the remaining undivided 50.05% of the
interest of "Carlyle" under the Partnership Agreement, as more particularly
described in the Partnership Agreement (the "Subject Partnership Interest") to
Assignee, Assignee desires to assume the Subject Partnership Interest, and
Assignor desires to withdraw as a partner of the Partnership.

NOW, THEREFORE, THESE PRESENTS WITNESS, that for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby assigns, transfers and sets over
unto Assignee the entire Subject Partnership Interest. This Assignment and
Assumption, when taken together with the Prior Assignment, constitute the
assignment by Assignor to Assignee of the entirety of Assignor's interest in
and to the Partnership, and accordingly, Assignor hereby withdraws as a
partner in the Partnership as of the date hereof.

4. Assumption. Assignee hereby accepts the assignment of the
Subject Partnership Interest, agrees to be bound by the terms of the
Partnership Agreement, and assumes the performance of all of the obligations
of Assignor under the Partnership Agreement to the extent related to the
Subject Partnership Interest first arising or accruing on and after the date
of this Assignment and Assumption of Partnership Interest (including, without
limitation, obligations under contracts, leases and other agreements entered
into by the Partnership prior to date hereof, to the extent such obligations
relate to the period commencing on the date hereof).

6. Indemnification by Assignee and the Partnership. Assignee and
the Partnership shall jointly and severally hold harmless, indemnify and
defend Assignor from and against: (i) any and all "Claims" (as hereinafter
defined) whether direct, contingent or consequential and no matter how
arising, in any way and to the extent related to the Subject Partnership
Interest, the Partnership or the Property and arising or accruing on and after
the date hereof (including, without limitation, Claims related to obligations
under contracts, leases and other agreements entered into by the Partnership
prior to date hereof, to the extent such obligations relate to the period
commencing on the date hereof, but excluding any Claims to the extent arising
from Assignor's gross-negligence or wilful misconduct during such period).
The indemnity provided for under this paragraph shall be subject to the
following provisions:

8. Governing Law. THIS ASSIGNMENT AND ASSUMPTION SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW).

10. Limitation of Liability. Notwithstanding anything to the
contrary in this Assignment and Assumption, the Partnership Agreement, the
Option Letter, or any agreement, instrument or certificate evidencing,
securing or otherwise executed in connection therewith, in no event shall any
present or future direct or indirect partner in, or agent or affiliate of,
Assignor, nor any officer, director, shareholder, partner, trustee,
beneficiary, advisor, or employee of any of the foregoing have any personal
liability, directly or indirectly, under or in connection with this Assignment
and Assumption, the Partnership Agreement, the Option Letter, or any
agreement, instrument or certificate evidencing, securing or otherwise
executed in connection therewith, or any amendment or modification of any of
the foregoing instruments made at any time or times, heretofore and hereafter;
the recourse of Assignee and each of its successors and all other persons and
entities in connection with the foregoing being limited to the solely to
assets of Assignor for the payment of any claim or for any performance, and
each of Assignee and its successors hereby waives such personal liability. In
no event shall any contribution obligation of any partner in Assignor
(including, without limitation, any obligation to fund a negative capital
account) be considered an asset of Assignor for purposes of this paragraph.
The limitations of liability provided in this paragraph are in addition to,
and not in limitation of, any limitation on liability applicable to Assignor
or such parties provided by law or by any other contract, agreement or
instrument.

11. Mutual Release. Each of Assignor and Assignee, for itself and
its successors and assigns, hereby absolutely and irrevocably waives, releases
and forever discharges the other party and its affiliates and their respective
partners, trustees, beneficiaries, officers, shareholders, directors, agents,
servants, contractors and employees, from any and all claims, rights, demands,
actions, suits, causes of action, damages, counterclaims, defenses, losses,
costs, obligations, liabilities and expenses of every kind or nature, known or
unknown, suspected or unsuspected, fixed or contingent, foreseen or
unforeseen, arising out of or relating directly or indirectly to any facts or
circumstances existing on or before the date hereof and relating to the
Partnership, the Property or the operation thereof; provided, however, that
the foregoing shall in no event release or otherwise limit any party's rights
or obligations under this Assignment and Assumption, the Prior Assignment or
the Option Letter. Each of 999 Management Limited and 999 Third Avenue, by
execution hereof, hereby provide the same release as that set forth above by
Assignor.

12. Counterparts. This Assignment and Assumption may be executed in
multiple counterparts, all of which when taken together shall deem to
constitute one instrument.

IN WITNESS WHEREOF, the Assignor and Assignee have executed and
delivered this Assignment and Assumption as of the day, month and year first
above written.

Assignor:

CARLYLE SEATTLE ASSOCIATES,
a general partnership

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-XII,
a limited partnership,
General Partner

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

By: ___________________________
Name: _________________________
Title: __________________________

By: CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X,
a limited partnership,
General Partner

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

By: ___________________________
Name: _________________________
Title: __________________________

Assignee:

999 THIRD AVENUE, LTD.,
a Washington limited partnership

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:______________________________
Name:____________________________________
Title:___________________________________
<PAGE>
JOINDER

The undersigned hereby joins in the execution of this Assignment and
Assumption solely for the purpose of agreeing to indemnify, defend and hold
harmless, jointly and severally with Assignee, each person or entity entitled
to indemnification pursuant to the terms of paragraph 6 of this Assignment and
Assumption, to consent to the assignment and assumption provided for herein
and the withdrawal of Assignor as a partner in the Partnership as required
pursuant to Section 7.1 of the Partnership Agreement, and to agree to be bound
by the release contained in paragraph 11 of hereof.

WRIGHT-CARLYLE SEATTLE ASSOCIATES,
a Washington general partnership

By: 999 THIRD AVENUE, LTD.,
a Washington limited partnership
General Partner

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:_____________________________________
Name:___________________________________
Title:__________________________________

999 THIRD AVENUE, LTD.,
a Washington limited partnership
General Partner

By: WRIGHT RUNSTAD ASSOCIATES
LIMITED PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:_________________________________________
Name:_______________________________________
Title:______________________________________

JOINDER

The undersigned, 999 Management Limited, a Washington limited
partnership, hereby joins in this Assignment and Assumption for the purpose of
agreeing to the release contained in paragraph 11 hereof.

999 MANAGEMENT LIMITED,
a Washington limited partnership

By: WRIGHT RUNSTAD ASSOCIATES LIMITED
PARTNERSHIP,
a Washington limited partnership,
General Partner

By: WRIGHT RUNSTAD & COMPANY,
a Washington corporation,
General Partner

By:_________________________________________
Name:_______________________________________
Title:______________________________________
<PAGE>
EXHIBIT "F"

REFINANCING PARAMETERS

The following requirements constitute the "Refinancing Parameters"
referred to in the letter agreement (the "Agreement") to which this Exhibit is
attached and of which this Exhibit is a part. Except as otherwise indicated,
each capitalized term used herein shall have the meaning set forth for the
same elsewhere in the Agreement.

The proposed Refinancing of the Existing Loan with a new loan or
loans (the "Proposed Loan") proposed by 999 Third Avenue, as well as the note
(the "Proposed Note") evidencing the Proposed Loan and the deed of trust and
other security instruments (collectively, the "Proposed Encumbrance") securing
the same, must satisfy each of the requirements set forth below in this
Exhibit.

1. Payoff of Existing Loan. A condition to the closing of the
Refinancing shall be the concurrent payoff by the Partnership of the Existing
Loan and the release of the security instruments securing such Existing Loan,
and the amendment of the Partnership pursuant to the Partnership Amendment
(such that the borrower under the Proposed Loan shall be the Partnership as
amended by the Partnership Amendment).

2. Payment of Refinancing Costs. 999 Third Avenue (or the
Investor Partnership) shall have paid or contributed to the Partnership
amounts necessary to pay all costs and expenses of the Refinancing (including,
without limitation, all loan fees, brokerage fees and other closing costs,
legal fees, and the funding of the amounts necessary for principal paydowns
and prepayment premiums payable under the Existing Loan and required reserves
under the Proposed Loan [to the extent not funded by the net proceeds of the
Proposed Loan]).

3. Concurrent Closing of Sale of Subject Partnership Interest.
The closing of the Refinancing shall occur simultaneously with, and shall be
conditioned upon, the simultaneous closing of the sale of the Subject
Partnership Interest on the Sale Closing Date pursuant to the Letter Agreement

4. Nonrecourse Loan; Security. The Proposed Loan must be
nonrecourse, and Proposed Lender must expressly agree in the Proposed Note and
the Proposed Encumbrance to look solely to the Property for repayment of the
Proposed Loan. There may be customary exceptions from the nonrecourse
provisions for fraud or intentional misrepresentation, intentional
misappropriation of rents, security deposits, casualty and condemnation
proceeds or other proceeds from the Property, and violations of environmental
laws; however, the Proposed Lender's recourse with respect to such exceptions
shall be limited to the collateral securing the Proposed Loan.

5. Exculpation of Partners. The Proposed Note and Proposed
Encumbrance shall each contain an express provision to the effect that no
personal liability or cost or expense of any kind or nature may be imposed
upon or result to any partner of the Partnership or any advisor, member,
trustee, director, officer, partner, employee, beneficiary, shareholder or
agent of any such partner or any direct or indirect partner in any such
partner (including, without limitation, Carlyle, Carlyle Real Estate Limited
Partnership-XII, Carlyle Real Estate Limited Partnership-X and JMB Realty
Corporation), directly or indirectly, by reason of or in connection with the
Proposed Loan, the Proposed Note and Proposed Encumbrance.