JMB INCOME PROPERTIES LTD X, 10-K, 1994-03-30

JMB INCOME PROPERTIES LTD X
10-K, 1994-03-30
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended
December 31, 1993 Commission file no. 0-12140

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

Illinois 36-3235999
(State of organization) (I.R.S. Employer Identification No.)

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

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

Securities registered pursuant to Section 12 of the Act:

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

None None

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

LIMITED PARTNERSHIP INTERESTS
(Title of class)

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

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

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

Certain pages of the prospectus of the registrant dated June 29, 1983, as
supplemented September 12, 1983 and October 21, 1983, and filed pursuant to
Rules 424 and 424(c) under the Securities Act of 1933 are incorporated by
reference in Parts I and III of this Annual Report on Form 10-K.
TABLE OF CONTENTS

Page
----

PART I

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

Item 2. Properties. . . . . . . . . . . . . . . . . . . 5

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

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

PART II

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

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

Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations . 19

Item 8. Financial Statements and Supplementary Data . . 25

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. . . . . 47

PART III

Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . . . . . 64

Item 11. Executive Compensation. . . . . . . . . . . . . 67

Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . 68

Item 13. Certain Relationships and Related Transactions. 69

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . . . . 69

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 71

PART I

ITEM 1. BUSINESS

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

The registrant, JMB Income Properties, Ltd. - X (the "Partnership"), is a
limited partnership formed in 1983 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in improved
income-producing commercial and residential real property. The Partnership
sold $150,000,000 in limited partnership interests (the "Interests")
commencing on June 29, 1983, pursuant to a Registration Statement on Form S-11
under the Securities Act of 1933 (Registration No. 2-83599). A total of
150,000 Interests were sold to the public at $1,000 per Interest and the
holders of 150,000 Interests were admitted to the Partnership in fiscal 1984.
The offering closed on November 1, 1983. No Limited Partner has made any
additional capital contribution after such date. The Limited Partners of the
Partnership share in their portion of the benefits of ownership of the
Partnership's real property investments according to the number of Interests
held.

The Partnership is engaged solely in the business of the acquisition,
operation, and sale and disposition of equity real estate investments. Such
equity investments are held by fee title and/or through joint venture
partnership interests. The Partnership's real estate investments are located
throughout the nation and it has no real estate investments located outside of
the United States. A presentation of information about industry segments,
geographic regions, raw materials or seasonality is not applicable and would
not be material to an understanding of the Partnership's business taken as a
whole. Pursuant to the Partnership agreement, the Partnership is required to
terminate on or before October 31, 2033. Accordingly, the Partnership intends
to hold the real properties it acquires for investment purposes until such
time as sale or other disposition appears to be advantageous. Unless
otherwise described, the Partnership expects to hold its properties for long-
term investment where, due to current market conditions, it is impossible to
forecast the expected holding period. At sale of a particular property, the
proceeds, if any, are generally distributed or reinvested in existing
properties rather than invested in acquiring additional properties.

The Partnership has made the real property investments set forth in the
following table:
<TABLE>
<CAPTION>

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1993,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (e) SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Pylon Plaza, Phase I & II
office building
Boca Raton, Florida. . . . . . 49,400 sq.ft. 10/12/83 Phase I fee ownership of land and
n.r.a. 8/9/90 improvements (d)
Phase II
12/9/91
2. North Hills Mall
shopping center
North Richland Hills, Texas . 221,000 sq.ft.
g.l.a. 10/19/83 12% fee ownership of land and
improvements
3. Pasadena Town Square shopping center
Pasadena, Texas . . . . . . . 245,000 sq.ft.
g.l.a. 10/19/83 14% fee ownership of land and
improvements
4. Collin Creek Mall shopping center
Plano, Texas. . . . . . . . . 332,000 sq.ft.
g.l.a. 10/19/83 22% fee ownership of land and
improvements (f)
5. Animas Valley Mall shopping center
Farmington, New Mexico. . . . 460,000 sq.ft.
g.l.a. 10/24/83 8% fee ownership of land and
improvements (through joint
venture partnership) (c)(f)
6. Royal Executive Park office complex
Ryebrook, New York. . . . . . 270,000 sq.ft.
n.r.a. 12/16/83 22% fee ownership of land and
improvements (through joint
venture partnership) (c)(f)
7. Towne Square Mall shopping center
Owensboro, Kentucky . . . . . 357,000 sq.ft.
g.l.a. 03/01/84 08/13/87 fee ownership of land and
improvements (through joint
venture partnership)
8. 40 Broad Street office building
New York, New York. . . . . . 247,800 sq.ft.
n.r.a. 12/31/85 18% fee ownership of land and
improvements (through joint
venture partnership) (c)(f)
<FN>
- -----------------------

(a) The computation of this percentage for properties held at December 31,
1993 does not include amounts invested from sources other than the original
net proceeds of the public offering as described above and in Item 7.

(b) Reference is made to Note 4 and to Schedule XI for the current
outstanding principal balances and a description of the long-term mortgage
indebtedness secured by the Partnership's real property investments.

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

(d) Reference is made to Note 2(b) for a description of the disposition of
this real property investment.

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

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

</TABLE>

The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned or advised by affiliates of the General Partners) in the respective
vicinities in which they are located. Such competition is generally for the
retention of existing tenants. Additionally, the Partnership is in
competition for new tenants in markets where significant vacancies are
present. Reference is made to Item 7 below for a discussion of competitive
conditions and future renovation and capital improvement plans of the
Partnership and certain of its significant investment properties. Approximate
occupancy levels for the properties are set forth in the table in Item 2 below
to which reference is hereby made. The Partnership maintains the suitability
and competitiveness of its properties in its markets primarily on the basis of
effective rents, tenant allowances and service provided to tenants. In the
opinion of the Managing General Partner of the Partnership, all of the
investment properties held at December 31, 1993 are adequately insured.

Reference is made to Note 7 for a schedule of minimum lease payments to
be received in each of the next five years, and in the aggregate thereafter,
under leases in effect at the Partnership's properties as of December 31,
1993.

The Partnership has 77 full-time personnel and 29 part-time individuals
performing on-site duties at certain of the Partnership's properties, none of
whom are officers or directors of the Managing General Partner of the
Partnership.

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

ITEM 2. PROPERTIES

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

The following is a listing of principal businesses or occupations carried
on in and approximate occupancy levels by quarter during fiscal years 1993 and
1992 for the Partnership's investment properties owned during 1993:
<TABLE>
<CAPTION>
1992 1993
------------------------------- ------------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. North Hills Mall
North Richland Hills, Texas (a). . . Retail 81% 86% 86% 87% 92% 91% 95% 99%

2. Pasadena Town Square
Pasadena, Texas. . . . . . . . . . . Retail 82% 84% 82% 86% 85% 85% 85% 85%

3. Collin Creek Mall
Plano, Texas . . . . . . . . . . . . Retail 88% 87% 89% 97% 92% 94% 93% 96%

4. Animas Valley Mall
Farmington, New Mexico . . . . . . . Retail 89% 88% 89% 89% 90% 90% 90% 90%

5. Royal Executive Park
Ryebrook, New York (b) . . . . . . . Telecommunications 97% 97% 97% 97% 97% 97% 97% 78%

6. 40 Broad Street
New York, New York . . . . . . . . . Financial
Services 82% 82% 82% 82% 82% 82% 67% 79%
<PAGE>
<FN>
- --------------------

Reference is made to Item 6, Item 7 and Note 7 and Note 3 of Notes to
Combined Financial Statements for further information regarding property
occupancy, competitive conditions and tenant leases at the Partnership's
investment properties.

(a) The occupancy has been restated for 1992 and the first quarter 1993 to
reflect occupancy by temporary tenants which were not previously included.
Occupancy without the temporary tenants is 84% at June 30, 1993, 86% at
September 30, 1993 and 88% at December 31, 1993.

(b) A major tenant had vacated a major portion of its space; however, the
tenant continued to pay rent pursuant to the terms of the lease which expired
in October 1993. Therefore, the rent paying occupancy remained at 100% for
all of 1992 and until October 1993.

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

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

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

There were no matters submitted to a vote of holders during fiscal years
1992 or 1993.

PART II

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

As of December 31, 1993, there were 15,615 record holders of Interests of
the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a prospective
transfer of Interests to an investor desiring to transfer his Interests. The
price to be paid for the Interests, as well as any other economic aspects of
the transaction, will be subject to negotiation by the investor.

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

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

YEARS ENDED DECEMBER 31, 1993, 1992, 1991, 1990 AND 1989

(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

Total income . . . . . . . . . . . . . . . $ 31,189,187 28,537,104 29,489,719 29,958,308 27,502,308
============ ============ =========== =========== ===========

Operating earnings (loss). . . . . . . . . $ 2,189,882 347,102 (5,371,951) 858,978 (1,238,423)
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . 2,405,822 (4,744,175) (6,945,209) 2,913,705 2,823,702
Venture partner's share of consolidated
venture's operations. . . . . . . . . . . -- 200,393 3,977,004 760,214 699,241
Gain on sale of interest in unconsolidated
venture and disposition of investment
properties. . . . . . . . . . . . . . . . 150,443 -- 71,311 122,534 --
------------ ------------- ----------- ----------- -----------

Net earnings (loss). . . . . . . . . . . . $ 4,746,147 (4,196,680) (8,268,845) 4,655,431 2,284,520
============ ============ =========== =========== ===========

Net earnings (loss) per Interest (b):
Net operating earnings (loss) . . . . . $ 29.41 (26.85) (55.85) 29.01 14.62
Gain on sale of interest in unconsolidated
venture and disposition of investment
properties. . . . . . . . . . . . . . . .99 -- .47 .81 --
------------ ------------- ----------- ----------- -----------

Net earnings (loss). . . . . . . . . . . . $ 30.40 (26.85) (55.38) 29.82 14.62
============ ============ =========== =========== ===========

Total assets . . . . . . . . . . . . . . . $140,905,552 139,176,753 149,275,407 170,269,336 178,585,465
Long-term debt . . . . . . . . . . . . . . $ 46,800,991 74,095,311 74,353,958 76,025,168 76,238,779
Cash distributions per Interest (c). . . . $ 22.00 40.00 47.50 70.00 70.00
============= ============ =========== =========== ===========
<FN>
- -------------

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

(b) The net earnings (loss) per Interest is based upon the number of
Interests outstanding at the end of each period (150,005).

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

</TABLE>
<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1993

Property
- --------

Collin Creek
Mall a) The GLA historical occupancy rate and average base rent per square foot for the last five years were as
follows:

Year Ending GLA Avg. Base Rent Per
December 31, Occupancy Rate (1) Square Foot (2)
------------ ----------------- ------------------
<S> <C> <C> <C> <C>

1989 . . . . . 98% $16.15
1990 . . . . . 97% 17.98
1991 . . . . . 97% 17.51
1992 . . . . . 97% 17.33
1993 . . . . . 96% 20.18
<FN>
(1) As of December 31 of each year.
(2) Average base rent per square foot is based on GLA occupied as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>

None - no single tenant N/A N/A N/A N/A
exceeds more than 10% of
total gross leasable area
of the building.
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of leases
for the next ten years at the Collin Creek Mall.

Annualized Percent of
Number of Approx. Total Base Rent Total 1993
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1994 13 27,535 $556,006 8.65%
1995 2 2,840 83,833 1.30%
1996 12 34,349 585,963 9.11%
1997 9 18,927 399,196 6.21%
1998 6 6,066 156,116 2.43%
1999 14 32,475 681,874 10.60%
2000 10 16,437 352,858 5.49%
2001 15 35,954 791,834 12.31%
2002 6 15,920 326,970 5.08%
2003 13 40,459 687,410 10.69%
2004 7 25,184 528,047 8.21%
<FN>
(1) Excludes leases that expire in 1994 for which renewal leases or leases with replacement tenants have
been executed as of March 25, 1994.
</TABLE>
<TABLE>
<CAPTION>

Property
- --------

Animas Valley
Mall a) The GLA historical occupancy rate and average base rent per square foot for the last five years were as
follows:

Year Ending GLA Avg. Base Rent Per
December 31, Occupancy Rate (1) Square Foot (2)
------------ ----------------- ------------------
<S> <C> <C> <C> <C>

1989 . . . . . 89% $6.23
1990 . . . . . 87% 6.92
1991 . . . . . 89% 6.71
1992 . . . . . 89% 6.58
1993 . . . . . 90% 6.50
<FN>
(1) As of December 31 of each year.
(2) Average base rent per square foot is based on GLA occupied as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>

JC Penney 50,749 $165,438 4/1998 N/A
(Department Store)

Dillards 72,212 288,848 1/2010 N/A
(Department Store)

Sears 65,856 159,590 8/2032 N/A
(Department Store)
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of leases
for the next ten years at the Animas Valley Mall:

Annualized Percent of
Number of Approx. Total Base Rent Total 1993
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1994 14 33,177 $307,843 11.44%
1995 5 15,567 230,831 8.58%
1996 2 5,222 15,845 .59%
1997 10 44,732 338,824 12.59%
1998 3 59,687 267,309 9.94%
1999 2 51,845 25,998 .97%
2000 2 3,875 51,156 1.90%
2001 1 2,081 30,000 1.12%
2002 8 76,014 597,831 22.22%
2003 2 4,935 91,098 3.39%
2004 -- -- -- --
<FN>
(1) Excludes leases that expire in 1994 for which renewal leases or leases with replacement tenants have
been executed as of March 25, 1994.
</TABLE>
<TABLE>
<CAPTION>

Property
- --------

Royal Executive
Park a) The GLA historical occupancy rate and average base rent per square foot for the last five years were as
follows:

Year Ending GLA Avg. Base Rent Per
December 31, Occupancy Rate (1) Square Foot (2)(3)
------------ ----------------- ------------------
<S> <C> <C> <C> <C>

1989 . . . . . 100% $25.56
1990 . . . . . 78% 25.56
1991 . . . . . 92% 25.56
1992 . . . . . 97% 25.56
1993 . . . . . 78% 24.17
<FN>
(1) As of December 31 of each year.
(2) Average base rent per square foot is based on GLA occupied as of December 31 of each year.
(3) A major tenant had vacated a major portion of its space at December 31, 1990; however, the tenant
continued to pay rent pursuant to the terms of the lease which expired in October 1993. Therefore,
the rent paying occupancy remained at 100% for all of 1990 through October 1993.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>

MCI Realty Inc. 210,000 $4,826,200 3/1998 N/A
(Real Estate)

</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of leases
for the next five years at the Royal Executive Park:

Property
- --------

40 Broad
Street a) The GLA historical occupancy rate and average base rent per square foot for the last five years were as
follows:

Year Ending GLA Avg. Base Rent Per
December 31, Occupancy Rate (1) Square Foot (2)
------------ ----------------- ------------------
<S> <C> <C> <C> <C>

1989 . . . . . 84% $38.80
1990 . . . . . 84% 35.17
1991 . . . . . 78% 35.95
1992 . . . . . 82% 32.61
1993 . . . . . 79% 32.73
<FN>
(1) As of December 31 of each year.
(2) Average base rent per square foot is based on GLA occupied as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>

Frank Crystal & Co. 35,047 $749,322 3/2006 N/A
(Investment)

</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of leases
for the next ten years at 40 Broad Street:

Annualized Percent of
Number of Approx. Total Base Rent Total 1993
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1994 2 14,337 $ 563,550 8.79%
1995 1 10,987 384,545 6.00%
1996 4 36,803 1,091,257 17.03%
1997 1 5,752 230,079 3.59%
1998 1 7,441 111,615 1.74%
1999 1 21,974 811,986 12.67%
2000 1 100 13,200 0.21%
2001 1 23,566 634,932 9.91%
2002 -- -- -- --
2003 1 1,561 90,433 1.41%
2004 1 6,042 325,301 5.08%
<FN>
(1) Excludes leases that expire in 1994 for which renewal leases or leases with replacement tenants have
been executed as of March 25, 1994.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

On June 29, 1983, the Partnership commenced an offering of $150,000,000
pursuant to a Registration Statement on Form S-11 under the Securities Act of
1933. All Interests were subscribed and issued between June 29, 1983 and
November 1, 1983 pursuant to the public offering from which the Partnership
received gross proceeds of $150,000,000.

After deducting selling expenses and other offering costs, the
Partnership had approximately $135,651,000 with which to make investments in
income-producing commercial and residential real property, to pay legal fees
and other costs (including acquisition fees) related to such investments and
for working capital. A portion of such proceeds was utilized to acquire the
properties described in Item 1 above.

At December 31, 1993, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $1,061,000. Such funds and short-
term investments of approximately $3,190,000 are available for distributions
to partners and for working capital requirements including tenant and capital
improvements and any payments to the Animas Venture Partner should the
property be disposed of as discussed below. The Partnership and its
consolidated venture have currently budgeted in 1994 approximately $6,763,000
for tenant improvements and other capital expenditures. The Partnership's
share of such items and its share of such similar items for its unconsolidated
ventures in 1994 is currently budgeted to be approximately $4,776,000. Actual
amounts expended in 1994 may vary depending on a number of factors including
actual leasing activity, results of property operations, liquidity
considerations and other market conditions over the course of the year. The
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. 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.

In 1993, the Partnership completed an enhancement program at the Collin
Creek Mall and the North Hills Mall. Also in 1993, the Partnership commenced
an enhancement program (included in the budgeted amounts above) at the
Pasadena Town Square with completion expected in 1994. In addition, over the
next few years the Partnership will receive a reduced level of distributions
from its 40 Broad Street and Royal Executive Park investments due to increased
leasing costs and anticipated vacancy during releasing programs. These
enhancement and releasing programs are expected to be paid for from the
Partnership's investment properties' cash flow and the Partnership's cash on
hand. Each of these programs is more fully discussed below. As a result of
these programs, the Partnership reduced operating distributions effective as
of the first quarter of 1993. As of December 31, 1993, the General Partners
have continued to defer payment of certain of their distributions of net cash
flow ($9,353,038 at December 31, 1993 or approximately $62 per interest) from
the Partnership as required by the Partnership agreement as more fully
described in Note 8.

Overall cash flow returns at Broad Street for the next few years are
expected to be lower than originally projected because a significant portion
of the current tenants, who occupy approximately 20% of the building, are
financial service companies whose leases expire between 1993 and 1994. In
addition, a tenant, occupying approximately 37,000 square feet (approximately
15% of the building), did not renew its lease when it expired in September
1993. However, subtenants occupying approximately 21,000 square feet whose
leases also expired in September 1993 have held over while Broad Street
continues to negotiate leases with them. Furthermore, Broad Street has
renewed and expanded another tenant, effective July 1, 1993, whose lease was
scheduled to expire in December 1994. This tenant has expanded from
approximately 18,000 square feet to approximately 35,000 square feet at a
market effective rental rate which is lower than its previous lease. The
Partnership will continue its aggressive leasing program; however, the
downtown New York City market remains extremely competitive due to the
significant amount of space available primarily resulting from the layoffs,
cutbacks and consolidations by financial service companies and related
businesses which dominated this market. In addition to competition for
tenants in the downtown Manhattan market from other buildings in the area,
there is increasing competition from less expensive alternatives to Manhattan.

In order to enhance the building's competitive position in the marketplace,
the joint venture partners have recently completed certain modest upgrades to
the building's main lobby and elevators. Rental rates in the downtown market
are currently at depressed levels and this can be expected to continue for the
foreseeable future while the current vacant space is gradually absorbed.
Little, if any, new construction is planned for downtown over the next few
years and it is expected that the building will continue to be adversely
affected by the lower than originally projected effective rental rates now
achieved upon releasing of existing leases which expire over the next few
years. Therefore, the JMB/Broad Street joint venture recorded a provision for
value impairment at December 31, 1991 to reduce the net book value of 40 Broad
Street to $30,000,000 due to the uncertainty of JMB/Broad Street joint
venture's ability to recover the net carrying value of the investment property
through future operations or sale. An additional provision for value
impairment was recorded at December 31, 1992 to further reduce the net book
value of the property to the then estimated valuation of $7,800,000.
Reference is made to Note 3(d) for further discussion of the current status of
this investment property. During 1991, the JMB/Broad Street joint venture was
required to pay approximately $1,800,000 in transfer taxes (and related
amounts) relating to the original acquisition of this investment property.
See Note 3(d).

In 1992 and 1993, the Partnership completed the renovation at the Collin
Creek Mall's food court and main floor common area, added escalators at two
locations, and upgraded the mall's interior and exterior signage. The total
cost of these enhancement programs were approximately $4,400,000. In
addition, in 1994, the Partnership will commence a parking lot repair project
which will take five years to complete and cost approximately $1,300,000. The
work scheduled to be incurred in 1994 has been included in the budgeted
improvement costs described above. The total five-year project cost will be
partially recoverable from tenants pursuant to provisions in their leases.
The Partnership is currently seeking a refinancing of the mortgage note in
order to obtain a lower interest rate and to provide additional funds to the
Partnership. However, there is no assurance that the Partnership will obtain
a refinancing of the mortgage note which matures in July 1995.

The Partnership continues to explore the replacement of a major tenant at
the North Hills Mall which owns its own store, with another major tenant
and/or adding another major tenant to the center. The major tenant, which is
currently using only the first level of its two-story store, has expressed an
interest in closing its store. In order to replace the major tenant with
another and/or add another major tenant, the Partnership may need to commit
substantial capital. Given the Partnership's current lack of substantial
working capital, the Partnership may be unable to undertake the replacement
and/or addition of the major tenant(s) without an outside source of capital.
The Partnership is exploring its alternatives in this regard. However, there
can be no assurance that such replacement and/or addition will ultimately
occur. The Partnership has completed a mall enhancement program at the North
Hills Mall which included the replacement of the floor in a portion of the
mall, a food court remodel, and certain lighting improvements. The program
cost was approximately $1,000,000. In addition, the Partnership is in the
second year of a five year program to repair the property's roof and parking
lot. The total cost of the repair is expected to be approximately $1,500,000.

The work scheduled to be incurred in 1994 has been included in the budgeted
improvement costs described above. The total five-year costs will be
partially recoverable from tenants pursuant to provisions in their leases.

The Partnership is currently seeking a refinancing of the mortgage loan
on North Hills Mall in order to obtain a lower interest rate and to provide
additional funds to the Partnership. However, there is no assurance that the
Partnership will obtain a refinancing of the mortgage note which matures in
July 1995. In February 1994, the Partnership sold its sole remaining
outparcel piece of land to an unaffiliated third party (see Note 10). The
Partnership will retain the net sale proceeds in its working capital reserve.

The Partnership continues to explore the possibility of adding another
major department store to the Pasadena Town Square. In order to add another
department store at this center, the Partnership may need to commit a
substantial amount of capital. Given the Partnership's current lack of
substantial working capital, the Partnership may be unable to undertake the
addition of a department store without an alternative source of capital. The
Partnership has commenced discussions with a major department store owner
concerning the opening of a store at the property. There is no assurance that
the addition of a department store will ultimately occur. In 1993, the
Partnership commenced a minor mall enhancement program which includes a food
court remodel. The program is expected to cost approximately $500,000 with
completion during 1994. In addition, commencing in 1994 and continuing for
the next four years, the Partnership is undertaking a program to repair the
property's roof and parking lot. The total cost of the repair work is
expected to be approximately $1,700,000. The work scheduled to be incurred in
1994 has been included in the budgeted improvement costs described above. The
total five-year project cost will be partially recoverable from tenants
pursuant to provisions in their leases. The Partnership is currently seeking
a refinancing of the mortgage loan on Pasadena Town Square in order to obtain
a lower interest rate and to provide additional funds to the Partnership.
However, there is no assurance that the Partnership will obtain a refinancing
of the mortgage note which matures in January 1995.

In 1991, the Partnership commenced an action against the venture partner
seeking a declaration that the Animas joint venture partner had forfeited its
interest in the joint venture, dissolution of the joint venture, and
continuation of the joint venture's business by the Partnership. In addition,
the joint venture partner, in turn, filed in February, 1991 a counterclaim
lawsuit against the Partnership and the affiliated property manager alleging
breaches of the joint venture agreement and mismanagement of the property. In
April 1992, the Partnership and the joint venture partner settled their
respective legal claims. Under the terms of the settlement, the unaffiliated
venture partner has contributed approximately $404,000 to the joint venture
and relinquished its approval rights in connection with the business affairs
of the joint venture. The unaffiliated venture partner has retained certain
approval rights in connection with a sale or refinancing of the property. The
Partnership, in return, has agreed to pay the unaffiliated venture partner a
certain settlement amount in connection with any disposition of the property.
Such disposition payment, $300,000 at January 1, 1994, decreases annually on
January 1 to a maximum of $92,000 in 1996 and thereafter. Under certain
limited disposition events, the disposition payment amount can be further
reduced or eliminated. In April 1992, the Partnership finalized a
modification of the existing long-term mortgage note secured by the Animas
Valley Mall. The Partnership, commencing with the January 1991 payment, has
been paying debt service in accordance with the modification terms. Reference
is made to Note 4(b) for further discussion of this matter. The Partnership
commenced negotiations for refinancing the mortgage note upon its maturity in
January 1994. Subsequent to the end of the year, the Partnership entered into
a non-binding letter of intent to amend the loan agreement which would extend
the loan maturity until March 1995 and lower the pay rate to 8% per annum.
However, there are no assurances that such loan amendment will be finalized.
In view of the competitive market conditions described above, and depending
upon the outcome of the Partnership's negotiations with the lender, the
Partnership may decide not to commit any significant additional amounts of
capital to this property due to the fact that recovery of such amounts may be
unlikely. As a result, the Partnership would no longer have an ownership
interest in the property. In such event, the Partnership would recognize a
gain for financial reporting and federal income tax reporting purposes without
realizing any net proceeds. Also, the Partnership would be required to make a
disposition payment as discussed above. In addition, due to the uncertainty
of the Partnership's ability to recover the net carrying value of the Animas
Valley Mall investment property the Partnership made, as of December 31, 1991
and as a matter of prudent accounting practice, a provision for value
impairment of $6,344,908. As discussed in Note 3(b), such provision reduces
the net carrying value of the investment property to the then outstanding
balance of the related non-recourse financing. In December 1993, the
Partnership sold an outparcel of land at the property (with a carrying cost of
approximately $38,000) to an unaffiliated third party as described in Note
3(b). The Partnership will retain the net sale proceeds of approximately
$188,000 as working capital.

As anticipated, during the fourth quarter 1993, New York Telephone
Company's lease (90,000 square feet) expired and it, along with certain of its
subtenants, vacated the Royal Executive Park I building. MCI Realty Inc.
(180,000 square feet), which had been subleasing a portion of the New York
Telephone space, entered into a direct lease with the joint venture for 30,000
square feet. The lease term is coterminous with the remainder of its space
and provides for an effective rental rate at market, which is substantially
less that the rental rate paid previously by New York Telephone. The joint
venture continues to actively market the remaining New York Telephone Company
space to prospective tenants. As previously reported, MCI had approached the
joint venture seeking a current rent reduction in return for a lease extension
beyond its current lease expiration date of March 31, 1998 on its existing
180,000 square foot lease. The joint venture and MCI continue to negotiate
the terms of a possible modification and extension. However, there can be no
assurance that a modification or extension will be executed on economic terms
acceptable to the venture. The Southern Westchester County office market (the
competitive market for the building) is extremely competitive with a current
vacancy rate of 19%. While office building development in this market is
virtually at a standstill, significant improvement in the competitive market
conditions is not expected for several years. These competitive market
conditions have resulted in lower than originally anticipated effective rental
rates that can be achieved and high releasing costs that will be incurred in
conjunction with releasing space which expires. Consequently, the property
cash flow will be significantly reduced as a result of the lease expiration
and subsequent move-out of New York Telephone. In addition, the property cash
flow will be adversely affected by the increased vacancy.

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.

In response to the weakness of the economy and the limited amount of
available real estate financing in particular, the Partnership is taking steps
to preserve its working capital including the reduction in regular quarterly
distributions to partners as described above. 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.

RESULTS OF OPERATIONS

The aggregate reduction in cash and cash equivalents and short-term
investments, and related increase in buildings and improvements at December
31, 1993 as compared to December 31, 1992 is primarily due to the
Partnership's use of a portion of its funds on hand for capital improvement
projects at certain of the Partnership's investment properties as discussed
above.

The decrease in rents and other receivables as of December 31, 1993 as
compared to December 31, 1992 is primarily due to the 1993 collection of
recoverable expenses related to 1992 at certain of the Partnership's
investment properties.

The increase in investments in unconsolidated ventures at December 31,
1993 as compared to December 31, 1992 is primarily due to the Partnership's
share of the operating income in 1993 of the 40 Broad Street Building versus
its share of the operating loss in 1992. The operating loss was primarily due
to the decision to establish a provision for value impairment at December 31,
1992. Reference is made to Note 3(d).

The increase in accrued rents receivable at December 31, 1993 as compared
to December 31, 1992 is primarily due to the Partnership accruing prorated
rental income at the Collin Creek Mall and the North Hills Mall.

The increase in current portion of long-term debt and the corresponding
decrease in long-term debt less current portion at December 31, 1993 as
compared to December 31, 1992 is primarily due to the reclassification of the
$27,000,000 mortgage note scheduled to mature January 1994 at the Animas
Valley Mall investment property. However, the Partnership has a non-binding
letter of intent to extend the mortgage note as discussed above and in Note
4(b).

The increase in accrued interest at December 31, 1993 as compared to
December 31, 1992 is primarily due to the Partnership paying debt service
commencing January 1991 at 10.25% per annum but accruing at 12.5% at the
Animas Valley Mall investment property. See Note 4(b).

The increase in rental income for the year ended December 31, 1993 as
compared to the year ended December 31, 1992 is primarily the result of
increased occupancy at the Collin Creek Mall and the North Hills Mall. The
decrease in rental income for 1992 as compared to 1991 is primarily the result
of the Pylon Plaza Phase II office building being placed in receivership in
August 1991 and the lender subsequently realizing upon their mortgage security
in December 1991. Reference is made to Note 2(b).

Interest income decreased in 1993 as compared to 1992 and 1992 as
compared to 1991 primarily due to lower yields and a lower average balance
held in interest-bearing U.S. Government obligations in the subsequent years.

The increase in depreciation in 1993 as compared to 1992 is primarily due
to the capital additions at the Collin Creek Mall. The decrease in
depreciation in 1992 as compared to 1991 is primarily due to the lender
realizing upon its security in the Pylon Plaza Phase II office building in
early December 1991.

Property operating expenses increased in 1993 as compared to 1992 and
1991 primarily due to higher repairs and maintenance expenses at certain of
the Partnership's investment properties.

The increase in Partnership's share of operations of unconsolidated
ventures for 1993 as compared to 1992 and 1991 is primarily the result of the
election to establish a provisions of $22,908,606 and $28,870,198 at December
31, 1992 and 1991 for value impairment in connection with the 40 Broad Street
Building as discussed above. See Note 3(d).

The increase in venture partner's share of consolidated venture's
operations for the year ended December 31, 1993 as compared to the year ended
December 31, 1992 is the result of the failure of the venture partner, for the
Animas Valley Mall joint venture, to fund its share of operating deficits
incurred at the property. As a result of the settlement agreement (see Note
3(b)), additional losses have been allocated to the Partnership. The increase
in venture partner's share of consolidated venture's operations during 1992 as
compared to 1991 is primarily the result of the Partnership providing a
provision for value impairment at December 31, 1991.

The gain of $150,443 on disposition of investment property during 1993 is
the result of the outparcel sale at the Animas Valley Mall as more fully
described in Note 3(b).

The gain of $73,311 on disposition of investment property during 1991 is
the result of the lender realizing upon its security interest and taking title
to Phase II of the Pylon Plaza investment property in December 1991 as more
fully described in Note 2(b).

INFLATION

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

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1993 and 1992
Consolidated Statements of Operations, years ended December 31, 1993, 1992
and 1991
Consolidated Statements of Partners' Capital Accounts (Deficit),
years ended December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows, years ended December 31, 1993,
1992 and 1991
Notes to Consolidated Financial Statements

SCHEDULE
--------

Supplementary Income Statement Information X
Consolidated Real Estate and Accumulated Depreciation XI

SCHEDULES NOT FILED:

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

JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

INDEX

Independent Auditors' Report
Combined Balance Sheets, December 31, 1993 and 1992
Combined Statements of Operations, years ended December 31, 1993, 1992
and 1991
Combined Statements of Partners' Capital Accounts,
years ended December 31, 1993, 1992 and 1991
Combined Statements of Cash Flows, years ended December 31, 1993, 1992
and 1991
Notes to Combined Financial Statements

SCHEDULE
--------

Supplementary Income Statement Information X
Combined Real Estate and Accumulated Depreciation XI

SCHEDULES NOT FILED:

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

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - X:

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

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of JMB Income
Properties, Ltd. - X and consolidated venture as of December 31, 1993 and
1992, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1993, in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

KPMG PEAT MARWICK

Chicago, Illinois
March 25, 1994
<TABLE>
JMB INCOME PROPERTIES, LTD, - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992

ASSETS
------
<CAPTION>
1993 1992
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,061,308 1,159,082
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,189,979 3,303,408
Rents and other receivables, net of allowance for doubtful accounts of $113,363
in 1993 and $252,350 in 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 631,960 845,486
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233,119 197,826
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,943 19,070
------------ -----------

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,135,309 5,524,872
------------ -----------

Investment properties, at cost (notes 2 and 3) - Schedule XI:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,826,661 19,864,650
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,014,936 130,356,774
------------ -----------

154,841,597 150,221,424
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,945,824 39,584,216
------------ -----------

Total investment properties, net of accumulated depreciation . . . . . . . . . . . . . . . . 110,895,773 110,637,208

Investments in unconsolidated ventures, at equity (notes 1, 3 and 9) . . . . . . . . . . . . . . . . . 22,662,962 22,198,831
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 344,696 449,653
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,866,812 366,189
------------ -----------

$140,905,552 139,176,753
============ ===========

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992

EMBER 31, 1993 AND 1992

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

1993 1992
------------ -----------
Current liabilities:
Current portion of long-term debt (notes 2 and 4). . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,294,320 258,647
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 784,617 995,229
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,003,805 2,155,463
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,547,126 2,636,839
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,629,868 6,046,178
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,878 38,486
Long-term debt, less current portion (note 4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,800,991 74,095,311
------------ -----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,462,737 80,179,975
Partners' capital accounts (deficit) (note 5):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 963,664 778,332
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
714,664 529,332
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . 135,651,080 135,651,080
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,762,221 11,201,406
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91,685,150) (88,385,040)
------------ -----------
59,728,151 58,467,446
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,442,815 58,996,778
------------ -----------
Commitments and contingencies (notes 2, 3, 4 and 8)
$140,905,552 139,176,753
============ ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,068,579 28,249,198 29,054,699
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,608 287,906 435,020
----------- ----------- -----------
31,189,187 28,537,104 29,489,719
----------- ----------- -----------
Expenses (Schedule X):
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . 9,547,844 9,537,173 9,548,431
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,361,608 4,192,447 4,420,886
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 14,290,240 13,668,261 13,705,832
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 346,151 319,726 342,201
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 165,918 161,370 174,358
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . 287,544 311,025 325,054
Provision for value impairment (note 3(b)) . . . . . . . . . . . . . . . . . . -- -- 6,344,908
----------- ----------- -----------
28,999,305 28,190,002 34,861,670
----------- ----------- -----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . 2,189,882 347,102 (5,371,951)

Partnership's share of operations of unconsolidated ventures (note 1). . . . . . 2,405,822 (4,744,175) (6,945,209)
Venture partner's share of consolidated venture's operations (note 3). . . . . . -- 200,393 3,977,004
----------- ----------- -----------
Net operating earnings (loss). . . . . . . . . . . . . . . . . . 4,595,704 (4,196,680) (8,340,156)

Gain on sale or disposition of investment properties (notes 2(b) and 3(b)) . . . 150,443 -- 71,311
----------- ----------- -----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . $ 4,746,147 (4,196,680) (8,268,845)
=========== =========== ===========

Net earnings (loss) per limited partnership interest (note 1):
Net operating earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 29.41 (26.85) (55.85)
Gain on disposition of investment properties. . . . . . . . . . . . . . . . .99 -- .47
----------- ----------- -----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . $ 30.40 (26.85) (55.38)
=========== =========== ===========

<FN>
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICIT)

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (150,005 INTERESTS) (note 1)
------------------------------------------------------- -----------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance (deficit) at
December 31, 1990. $1,000 907,809 -- 908,809 135,651,080 23,537,454 (75,259,602) 83,928,932
Cash distributions
($47.50 per limited
partnership interest) -- -- (250,000) (250,000) -- -- (7,125,238) (7,125,238)
Net earnings (loss)
(note 5). . . . . . -- 38,390 -- 38,390 -- (8,307,235) -- (8,307,235)
------ --------- ---------- -------- ----------- ---------- ----------- ----------
Balance (deficit) at
December 31, 1991. 1,000 946,199 (250,000) 697,199 135,651,080 15,230,219 (82,384,840) 68,496,459
Cash distributions
($40 per limited
partnership interest) -- -- -- -- -- (6,000,200) (6,000,200)
Net earnings (loss)
(note 5). . . . . . -- (167,867) -- (167,867) -- (4,028,813) -- (4,028,813)
------ --------- ---------- -------- ----------- ---------- ----------- ----------
Balance (deficit) at
December 31, 1992. 1,000 778,332 (250,000) 529,332 135,651,080 11,201,406 (88,385,040) 58,467,446
Cash distributions
($22 per limited. . -- -- -- -- -- -- (3,300,110) (3,300,110)
partnership interest)
Net earnings (loss)
(note 5). . . . . . -- 185,332 -- 185,332 -- 4,560,815 -- 4,560,815
------ --------- ---------- -------- ----------- ---------- ----------- ----------
Balance (deficit) at
December 31, 1993. $1,000 963,664 (250,000) 714,664 135,651,080 15,762,221 (91,685,150) 59,728,151
====== ========= ========== ======== =========== ========== =========== ==========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<CAPTION>
1993 1992 1991
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,746,147 (4,196,680) (8,268,845)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,361,608 4,192,447 4,420,886
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . 165,918 161,370 174,358
Partnership's share of operations of unconsolidated ventures,
net of distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . (701,307) 6,530,578 8,702,665
Venture partners' share of ventures' operations. . . . . . . . . . . . . . . -- (200,393) (3,977,004)
Gain on sale or disposition of investment properties . . . . . . . . . . . . (150,443) -- (71,311)
Provision for value impairment . . . . . . . . . . . . . . . . . . . . . . . -- -- 6,344,908
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . 213,526 400,731 (290,096)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,293) (2,340) (37,632)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 (19,070) 14,463
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . (1,500,623) (366,189) --
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (210,612) (243,474) (471,358)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 848,342 756,914 605,339
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . (89,713) 343,123 490,797
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . (6,608) 9,700 (43,909)
------------ ----------- -----------

Net cash provided by operating activities. . . . . . . . . . . . . . . 7,641,069 7,366,717 7,593,261

Cash flows from investing activities:
Net sales (purchases) of short-term investments. . . . . . . . . . . . . . . . 113,429 3,587,421 (713,564)
Cash sales proceeds from sale of investment property, net of selling expenses. 188,432 -- --
Additions to investment properties (including changes in related payables) . . (4,658,162) (5,167,856) (759,435)
Partnership distributions from unconsolidated ventures . . . . . . . . . . . . 237,176 1,267,023 1,937,744
Partnership's contribution to unconsolidated ventures. . . . . . . . . . . . . -- -- (565,239)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . (60,961) (94,765) (30,956)
------------ ----------- -----------

Net cash used in investing activities. . . . . . . . . . . . . . . . . (4,180,086) (408,177) (131,450)
------------ ----------- -----------
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1993 1992 1991
------------ ----------- -----------
Cash flows from financing activities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (540,731) (484,510)
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . (258,647) (227,306) (203,062)
Venture partner's contribution to venture. . . . . . . . . . . . . . . . . . . -- 404,652 --
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . (3,300,110) (6,000,200) (7,125,238)
Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . . -- -- (250,000)
------------ ----------- -----------

Net cash used in financing activities. . . . . . . . . . . . . . . . . (3,558,757) (6,363,585) (8,062,810)
------------ ----------- -----------

Net increase (decrease) in cash and cash equivalents . . . . . . . . . $ (97,774) 594,955 (600,999)
============ =========== ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest, net of amount capitalized
$136,915 in 1993 and $87,500 in 1992 . . . . . . . . . . . . . . . . . . . . $ 8,699,502 8,780,259 8,943,092
============ =========== ===========
Non-cash investing and financing activities:
Disposition of investment properties (note 2(b)):
Balance due on long-term debt cancelled. . . . . . . . . . . . . . . . . . $ -- -- 1,454,454
Reduction of investment property . . . . . . . . . . . . . . . . . . . . . -- -- (1,399,087)
Accrued interest on long-term debt cancelled . . . . . . . . . . . . . . . -- -- 15,944
------------ ----------- -----------

Non-cash gain recognized due to lender realizing upon its security . . $ -- -- 71,311
============ =========== ===========

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1993, 1992 AND 1991

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the accounts
of the Partnership and its venture, Animas Valley Mall Associates ("Animas")
(note 3(b)). The effect of all transactions between the Partnership and its
venture has been eliminated in the consolidated financial statements. The
equity method of accounting has been applied in the accompanying consolidated
financial statements with respect to the Partnership's venture interests in
Royal Executive Park - I (Royal Executive Park) (note 3(c)) and JMB-40 Broad
Street Associates ("Broad Street") (note 3(d)). Accordingly, the accompanying
consolidated financial statements do not include the accounts of Royal
Executive Park or of Broad Street.

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 venture as described above. Such adjustments
are not recorded on the records of the Partnership. The net effect of these
items for the years ended December 31, 1993 and 1992 is summarized as follows:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

1993 1992
------------------------------ ------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>

Total assets . . . . . . . . . . . . . . . . . . . . . . . $140,905,552 100,871,400 139,176,753 104,040,871

Partners' capital accounts (deficits) (note 5):
General partners. . . . . . . . . . . . . . . . . . . . 714,664 (906,450) 529,332 (921,436)
Limited partners. . . . . . . . . . . . . . . . . . . . 59,728,151 51,418,252 58,467,446 54,233,406

Net earnings (loss) (note 5):
General partners. . . . . . . . . . . . . . . . . . . . 185,332 14,986 (167,867) (32,442)
Limited partners. . . . . . . . . . . . . . . . . . . . 4,560,815 484,955 (4,028,813) (778,618)

Net earnings (loss) per limited partnership interest . . . 30.40 3.23 (26.85) (5.19)
============ =========== =========== ===========

</TABLE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The net loss per limited partnership interest is based upon the number of
limited partnership interests outstanding at the end of each period (150,005).

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. Partnership
distributions from unconsolidated ventures are considered cash flow from
operating activities only to the extent of the Partnership's cumulative share
of net earnings. The Partnership records amounts held in U.S. Government
obligations at cost, which approximates market. For the purposes of these
statements, the Partnership's policy is to consider any such amounts held with
original maturities of three months or less as cash equivalents. At December
31, 1993 and 1992 all the U.S. Government obligations were classified as
short-term investments.

Deferred loan fees are amortized over the term of the respective loan
agreement.

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

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

(2) INVESTMENT PROPERTIES

(a) General

The Partnership had acquired, either directly or through joint venture
arrangements (note 3), interests in three office buildings and five shopping
centers. Two properties have been sold or disposed of by the Partnership.
All of the remaining properties owned at December 31, 1993 were operating.
The cost of the investment properties represents the total cost to the
Partnership or its consolidated venture plus miscellaneous acquisition costs.

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

YEARS
-----

Improvements--straight line. . . 30
Personal property--straight line 5
==

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The investment properties are pledged as security for the long-term debt,
for which there is no recourse to the Partnership, as described in note 4.

Maintenance and repair expenses are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated over
their estimated useful lives.

(b) Pylon Plaza

During October 1983, the Partnership acquired two adjacent existing
two-story office buildings (Phase I and Phase II) known as Pylon Plaza in Boca
Raton, Florida. The purchase price for the office buildings was $5,750,000,
of which $2,897,036 was paid in cash at closing with the balance represented
by two existing non-recourse mortgage loans in the aggregate principal amount
of $2,852,964. The lender on Phase I property realized upon its security and
took title to the Phase I property in August, 1990.

In early 1991, the Partnership commenced negotiations with the lender to
modify the existing long-term mortgage note secured by Phase II of the Pylon
Plaza Office Building. The property had been operating at a cash deficit and
based upon analysis of current and anticipated future market conditions and
the probability of large future cash deficits, the Partnership had decided not
to fund any future deficits relating to the property. In connection with the
modification discussion, monthly principal and interest payments for this
mortgage note were not made for the period April 1991 through December 1991.
Consequently, the lender commenced proceedings to realize upon its security,
and under a court order, a receiver was appointed to manage the operations of
the property effective August 8, 1991. The lender realized upon its security,
and obtained title to the Phase II building in early December 1991. The
Partnership no longer has any ownership interest in the property. The
Partnership received no cash proceeds from the transfer of ownership interest;
it however, recognized a gain on disposition of $71,311 for financial
reporting purposes and a nominal loss on disposition of $85,580 for Federal
income tax purposes in 1991.

During October 1983, the Partnership acquired a two-level existing
enclosed mall regional shopping center in Plano (Dallas), Texas. The
Partnership's purchase price for the mall was $49,000,000, which was paid in
cash at closing. In addition, the Partnership initially reserved an
additional $1,754,000 for capital improvements, tenant improvements, lease-up
expenses, financing fees and other expenditures. Also, in 1985, the
Partnership obtained a permanent loan in the amount of $25,000,000 (note 4),
secured by the property.

In 1992 and 1993 the Partnership completed the renovation of the food
court and main floor common area, added escalators at two locations and
upgraded the mall's interior and exterior signage. The total cost of these
enhancement programs was approximately $4,400,000. In addition, in 1994 the
Partnership will commence a parking lot repair project which will take five
years to complete and cost approximately $1,300,000. Such amount will be
partially recoverable from tenants pursuant to provisions in their leases.

The Partnership is currently seeking a refinancing of the mortgage note
in order to obtain a lower interest rate and to provide additional funds to
the Partnership. However, there is no assurance that the Partnership will
obtain a refinancing of the mortgage note which matures in July 1995.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(d) North Hills Mall

During October 1983, the Partnership acquired an existing enclosed mall
regional shopping center in North Richland Hills (Fort Worth), Texas. The
Partnership's purchase price for the mall was $13,000,000 which was paid in
cash at closing. In addition, the Partnership initially reserved an
additional $465,000 for capital improvements, tenant improvements, lease-up
expenses, financing fees and other expenditures.

In 1985, the Partnership obtained a permanent loan in the amount of
$8,000,000 (note 4), secured by the property. The Partnership's aggregate
cash investment, including additional capital improvements and other
expenditures, is approximately $14,690,000.

Additionally, an affiliate of the General Partners of the Partnership
obtained for the Partnership's benefit a right of first refusal from the
seller to acquire two additional parcels of land (approximately 10-acres)
adjacent to the shopping center.

The Partnership continues to explore the replacement of a major tenant,
which owns its own store, with another major tenant and/or adding another
major tenant to the center. The major tenant, which is currently using only
the first level of its two-story store, has expressed an interest in closing
its store. In order to replace the major tenant with another and/or add
another major tenant, the Partnership may need to commit substantial capital.

Given the Partnership's current lack of substantial working capital, the
Partnership may be unable to undertake the replacement or addition of the
major tenant(s) without an outside source of capital. The Partnership is
exploring its alternatives in this regard. The Partnership believes the
replacement of the major tenant and/or addition of another major department
store to this center would greatly enhance the position of this center within
the North Richland Hills retail market. However, there can be no assurance
that such replacement and/or addition will ultimately occur.

The Partnership has completed a mall enhancement program which included
the replacement of the floor in a portion of the mall, a food court remodel,
and certain lighting improvements. The program cost approximately $1,000,000.

In addition, the Partnership is in the second year of a five year program to
repair the property's roof and parking lot. The total cost of the repair is
expected to be approximately $1,500,000. Such amounts are partially
recoverable from tenants pursuant to provisions in their leases.

The Partnership is currently seeking a refinancing of the mortgage loan
on the property in order to obtain a lower interest rate and to provide
additional funds to the Partnership. However, there is no assurance that the
partnership will obtain a refinancing of the mortgage note which matures in
July 1995. In February 1994, the Partnership sold its sole remaining
outparcel piece of land to an unaffiliated third party. The Partnership will
retain the net sale proceeds in its working capital reserve.

(e) Pasadena Town Square Mall

During October 1983, the Partnership acquired an existing enclosed mall
regional shopping center in Pasadena (Houston), Texas. The Partnership's
purchase price for the mall was $30,200,000 which was paid in cash at closing.

In addition, the Partnership initially reserved an additional $1,081,000 for
capital improvements, tenant improvements, lease-up expenses, financing fees
and other expenditures. In 1985, the Partnership obtained a permanent loan in
the amount of $15,150,000 (note 4), secured by the property. The
Partnership's aggregate cash investment, including additional capital
improvements and other expenditures, is approximately $16,131,000.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In 1993, the Partnership commenced a minor mall enhancement program which
includes a food court remodel. The program is expected to cost approximately
$500,000 with completion during 1994. In addition, commencing in 1994 and
continuing for the next four years, the Partnership is undertaking a program
to repair the property's roof and parking lot. The total cost of the repair
work is expected to be approximately $1,700,000. Such amount will be
partially recoverable from tenants pursuant to provisions in their leases.

(3) VENTURE AGREEMENTS

(a) General

The Partnership at December 31, 1993 is a party to three operating joint
venture agreements. Pursuant to such agreements, the Partnership made initial
capital contributions of approximately $62,760,000 (before legal and other
acquisition costs and its share of operating deficits as discussed below).
Under certain circumstances, either pursuant to the venture agreements or due
to the Partnership's obligations as a general partner, the Partnership may be
required to make additional cash contributions to the ventures.

The Partnership has acquired, through the above ventures, one shopping
mall and two office buildings. The venture properties have been financed
under various long-term debt arrangements as described in note 4. 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 its
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.

(b) Animas Valley Mall

In October 1983, the Partnership acquired through a joint venture with
the developer, an interest in a newly constructed enclosed mall regional
shopping center in Farmington, New Mexico, known as the Animas Valley Mall.
The Partnership contributed $9,000,000 in cash to the venture.

Operating profits and losses are allocated to the Partnership and the
joint venture partner according to their respective contributions to fund
operating deficits with any remaining losses allocated to the Partnership.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Partnership commenced an action against the venture partner seeking a
declaration that the joint venture partner had forfeited its interest in the
joint venture, dissolution of the joint venture, and continuation of the joint
venture's business by the Partnership. In addition, the joint venture
partner, in turn, filed in February, 1991 a counterclaim lawsuit against the
Partnership and the affiliated property manager alleging breaches of the joint
venture agreement and mismanagement of the property. In April 1992, the
Partnership and the joint venture partner settled their respective legal
claims. Under the terms of the settlement, the unaffiliated venture partner
has contributed approximately $404,000 to the joint venture and relinquished
its approval rights in connection with the business affairs of the joint
venture. The unaffiliated venture partner has retained certain approval
rights in connection with a sale or refinancing of the property. The
Partnership, in return, has agreed to pay the unaffiliated venture partner a
certain settlement amount in connection with the disposition of the property.
Such disposition payment, $300,000 at January 1, 1994, decreases annually on
January 1 to a maximum of $92,000 in 1996 and thereafter. Under certain
limited disposition events, the disposition payment amount can be further
reduced or eliminated.

In April 1992, the Partnership had finalized a modification of the
existing long-term mortgage note secured by the Animas Valley Mall. Under the
terms of the modification, the joint venture, commencing with the January 1991
payment, was obligated to pay debt service of interest only installments at a
rate of 10.25% per annum, through the original term of the note, with the
deferred interest (2.25%) accruing at 12.5% and payable monthly to the extent
of any excess cash flow (as defined) or upon the earlier of the sale of the
property or maturity of the note in January 1994. The joint venture has paid
debt service in 1991, 1992, 1993 and through February 1994 in accordance with
these modified terms. In addition, under the terms of the modification, the
joint venture was required to make monthly real estate tax escrow deposits.
The Partnership continues to negotiate with the existing lender for a loan
extension upon its maturity in January 1994. Subsequent to the end of the
year, the Partnership entered into a non-binding letter of intent to amend the
loan agreement which would extend the loan maturity until March 1995 and lower
the pay rate to 8% per annum. There are no assurances that such loan
amendment will be finalized. The Partnership has begun to remit debt service
under the modified terms. However, there is no assurance that such loan
amendment will be finalized. In view of the competitive market conditions
described above, and depending upon the outcome of the Partnership's
negotiations with the lender, the Partnership may decide not to commit any
significant additional amounts of capital to this property due to the fact
that recovery of such amounts may be unlikely. As a result, the Partnership
would no longer have an ownership interest in the property. In such event,
the Partnership would recognize a gain for financial reporting and federal
income tax reporting purposes without realizing any net proceeds. Also, the
Partnership would be required to make a disposition payment as discussed
above.

In December 1993, the Partnership sold an outparcel piece of land to an
unaffiliated third party. The purchaser intends to build a bank on the site.
The sale price for the outparcel was approximately $194,000 (before selling
costs and prorations). The Partnership will retain the net sale proceeds in
its working capital reserve.

Due to the uncertainty of the Partnership's ability to recover the net
carrying value of the Animas Valley Mall investment property, the Partnership
made a provision at December 31, 1991 for value impairment of $6,344,908.
Such provision reduced the net carrying value of the investment property to
the then outstanding balance of the related non-recourse mortgage note.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The property is presently being managed under an agreement between the
Partnership and an affiliate of the General Partners of the Partnership which
provides for management fees calculated at 3% of fixed and percentage rent
from the shopping center.

In December 1983, the Partnership acquired through a joint venture with
the developer, an interest in a completed three-building office complex in
Ryebrook, New York known as Royal Executive Park.

The Partnership contributed the sum of $25,948,000 to the joint venture
which was used to repay an interim construction loan secured by the property.
The developer was obligated to contribute to the joint venture amounts
required to complete construction including tenant improvements. The
acquisition of the venture interest resulted in an excess of the Partnership's
basis in the property over its proportionate share of the venture's assets of
approximately $10,000,000. Such excess is being amortized over the remaining
useful life of the Venture's property through an adjustment of the Partner-
ship's share of the Venture's operations. Such amortization aggregated
approximately $189,000, for 1993, 1992 and 1991, respectively.

Annual cash flow is distributed 49.9% to the Partnership and 50.1% to the
joint venture partner. However, since the joint venture partner did not
receive $2,605,200 of cash flow for each of the initial five years, the joint
venture partner will be entitled to receive such deficiency, up to $400,000
from annual cash flow, if any, available for distribution to the partners
after the Partnership and the joint venture partners have received $2,594,800
and $2,605,200, respectively, per annum. Operating profits and losses are
generally allocated to the joint venture partners in the same ratio that
annual cash flow is distributed to the partners.

The joint venture agreement further provides that proceeds from sale or
refinancing of the complex will be distributed 49.9% to the Partnership and
50.1% to the joint venture partner.

The complex is managed by an affiliate of the venture partner on a
year-to-year basis for a management fee of 2% of collected revenues.

Occupancy of this office building decreased to 78% from 97% in the
previous year. As anticipated, during the fourth quarter New York Telephone
Company's lease (90,000 square feet) expired and it, along with certain of its
subtenants, vacated the building. MCI Realty Inc. (180,000 square feet),
which had been subleasing a portion of the New York Telephone space, entered
into a direct lease with the joint venture for 30,000 square feet. The lease
term is coterminous with the remainder of its space and provides for an
effective rental rate at market, which is substantially less that the rental
rate paid previously by New York Telephone. The joint venture continues to
actively market the remaining New York Telephone Company space to prospective
tenants. As previously reported, MCI had approached the joint venture seeking
a current rent reduction in return for a lease extension beyond its current
lease expiration date of March 31, 1998 on its existing 180,000 square feet
lease. The joint venture and MCI continue to negotiate the terms of a
possible modification and extension. However, there can be no assurance that
a modification or extension will be executed on economic terms acceptable to
the venture. The Southern Westchester County office market (the competitive
market for the building) is extremely competitive with a current vacancy rate
of 19%. While office building development in this market is virtually at a
standstill, significant improvement in the competitive market conditions is
not expected for several years. The competitive market conditions have
resulted in lower than originally anticipated effective rental rates that can
be achieved and high releasing costs that will be incurred in conjunction with

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

releasing space which expires. Consequently, the property cash flow will be
significantly reduced as a result of the lease expiration and subsequent move-
out of New York Telephone. In addition, the property cash flow will be
adversely affected by the increased vacancy.

(d) Broad Street

During December 1985, the Partnership acquired, through a joint venture
partnership (the "Affiliated Joint Venture") with JMB Income Properties, Ltd.-
XII (a partnership sponsored by the Managing General Partner of the
Partnership) a 31.44% interest in an existing 24-story office building located
at 40 Broad Street in New York, New York. The Affiliated Joint Venture's
purchase price for the building was $65,100,000 (net of prorations and
miscellaneous closing costs), of which the Partnership provided approximately
$20,470,000, which was paid in cash at closing.

Broad Street estimated at acquisition that it would pay up to
approximately $1,050,000 from time to time for tenant improvements and other
expenditures for the office building, the total of which was funded as of
December 31, 1991.

The Partnership will be allocated or distributed profits and losses, cash
flow from operations and sale or refinancing proceeds in the ratio of its
capital contributions to the Affiliated Joint Venture which is 31.44%.

During 1991, Broad Street joint venture funded $1,797,828, of which the
Partnership's share was $565,237, for an assessed transfer tax related to the
original acquisition of the investment property and has been reflected in the
investment in unconsolidated ventures in the accompanying consolidated
financial statements.

The downtown New York City market remains extremely competitive due to
the significant amount of space available primarily resulting from the
layoffs, cutbacks and consolidations by financial service companies and
related businesses which dominated this market. Rental rates in the downtown
market are currently at depressed levels and this can be expected to continue
for the foreseeable future while the current vacant space is gradually
absorbed. Little, if any, new construction is planned for downtown over the
next few years and it is expected that the building will continue to be
adversely affected by the lower than originally projected effective rental
rates now achieved upon releasing of existing leases which expire over the
next few years. Therefore, the JMB/Broad Street joint venture recorded a
provision for value impairment at December 31, 1991 to reduce the net book
value of 40 Broad Street to $30,000,000 due to the uncertainty of JMB/Broad
Street joint venture's ability to recover the net carrying value of the
investment property through future operations or sale. An additional
provision for value impairment was recorded at December 31, 1992 to further
reduce the net book value of the property to the then estimated valuation of
$7,800,000.

An affiliate of the General Partner currently manages the property for a
fee calculated as 2% of the gross receipts of the property.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(4) LONG-TERM DEBT

(a) Long-term debt consists of the following at December 31, 1993 and 1992:

<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
12-1/2% mortgage note, secured by the North Hills Mall in North Richland Hills (Fort Worth),
Texas, providing for monthly payments of interest only aggregating $1,000,000 per annum
until July 1990, thereafter payable in monthly installments of $85,400 (including interest)
until July 1995 when the outstanding balance of $7,832,745 is due and payable;
prepayable beginning in August 1990 for a fee which decreases over time . . . . . . . . . . $ 7,894,967 7,930,448

13-5/8% mortgage note, secured by the Pasadena Town Square Mall in Pasadena (Houston),
Texas, payable in monthly installments of $175,022 (including interest) until January 1995
when the outstanding balance of $14,399,992 is due and payable; prepayable beginning in
February 1993 for a fee which decreases over time . . . . . . . . . . . . . . . . . . . . . 14,528,571 14,640,858

12-1/2% mortgage note, secured by the Collin Creek Mall in Plano (Dallas), Texas, providing
for monthly payments of interest only aggregating $3,125,000 per annum until July 1990,
thereafter payable in monthly installments of $266,875 (including interest) until July 1995
when the outstanding balance of $24,477,329 is due and payable; prepayable
beginning in August 1990 for a fee which decreases over time. . . . . . . . . . . . . . . . 24,671,773 24,782,652

12-1/2% mortgage note, secured by the Animas Valley Mall Shopping Center in Farmington,
New Mexico, providing for monthly payments of interest only aggregating $2,767,500 per
annum until January 1994 when the remaining interest and outstanding balance of $27,000,000
is due and payable; (modified in April 1992, note 4(b)) . . . . . . . . . . . . . . . . . . 27,000,000 27,000,000
----------- ------------

Total debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,095,311 74,353,958
Less current portion of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . 27,294,320 258,647
----------- ------------

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $46,800,991 74,095,311
=========== ============
</TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

1994. . . . . . . .$ 27,294,320
1995. . . . . . . . 46,800,991
1996. . . . . . . . --
1997. . . . . . . . --
1998. . . . . . . . --
=============
(b) Debt Modification

In April 1992, the Partnership had finalized a modification of the
existing long-term mortgage note secured by the Animas Valley Mall. Under the
terms of the modification, the joint venture, commencing with the January 1991
payment, was obligated to pay debt service of interest only installments at a
rate of 10.25% per annum, through the original term of the note, with the
deferred interest (2.25%) accruing at 12.5% and payable monthly to the extent
of any excess cash flow (as defined) or upon the earlier of the sale of the
property or maturity of the note in January 1994. The joint venture has paid
debt service in 1991, 1992, 1993 and through February 1994 in accordance with
these modified terms. In addition, under the terms of the modification, the
joint venture was required to make monthly real estate tax escrow deposits.
The Partnership commenced negotiations with the existing lender for a loan
extension upon its original maturity in January 1994. Subsequent to the end
of the year, the Partnership entered into a non-binding letter of intent to
amend the loan agreement which would extend the loan maturity until March 1995
and lower the pay rate to 8% per annum. However, there are no assurances that
such loan amendment will be finalized. The Partnership has remitted debt
service under the modified terms. However, there is no assurance that the
Partnership will obtain a loan extension and modification of the mortgage
note, see note 3(b).

(5) PARTNERSHIP AGREEMENT

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

An amendment to the Partnership Agreement, effective January 1, 1991,
generally provides that notwithstanding any allocation contained in the
Agreement, if at any time profits are realized by the Partnership, any current
or anticipated event would cause the deficit balance in absolute amount in the
Capital Account of the General Partners to be greater than their share of the
Partnership's indebtedness (as defined) after such event, then the allocation
of Profits to the General Partners shall be increased to the extent necessary
to cause the deficit balance in the Capital Account of the General Partners to
be no less than their respective shares of the Partnership's indebtedness
after such event. In general, the effect of this amendment is to allow the
deferral of the recognition of taxable gain to the Limited Partners.

The General Partners are not required to make any capital contributions
except under certain limited circumstances upon termination of the
Partnership. Distributions of "cash flows" of the Partnership are allocated
90% to the Limited Partners and 10% to the General Partners. However,
portions of such distributions to the General Partners are subordinated to the

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Limited Partners' receipt of a stipulated return on capital. Through December
31, 1993, a portion of the General Partners' distributions have been deferred
(note 8).

The Partnership Agreement provides that the General Partners shall receive
as a distribution from the sale of a real property by the Partnership 3% of
the selling price and any cumulative deferrals of their 10% distribution of
disburseable cash, subject to certain limitations. Any remaining proceeds
(net after expenses and retained working capital) will be distributed 85% to
the Limited Partners and 15% to the General Partners. However, the Limited
Partners shall receive 100% of such net sale proceeds until the Limited
Partners (i) have received cash distributions of sale or refinancing proceeds
in an amount equal to the Limited Partners' aggregate initial capital
investment in the Partnership, and (ii) have received cumulative cash
distributions from the Partnership's operations which, when combined with sale
or refinancing proceeds previously distributed, equal a 10% annual return on
the Limited Partners' average capital investment for each year (their initial
capital investment as reduced by sale or refinancing proceeds previously
distributed) commencing with the first fiscal quarter of 1984. Therefore, the
General Partners have deferred certain sale proceeds ($241,080 or $1.60 per
interest) from the Partnership.

(6) MANAGEMENT AGREEMENTS - OTHER THAN VENTURES

An affiliate of the General Partners managed the Pylon Plaza-Phase II
office building for a fee equal to 5% of the gross rent of the building. This
agreement was terminated in 1991 due to the lender realizing upon its security
(note 2(b)). The North Hills Mall, Pasadena Town Square and Collin Creek Mall
shopping centers are managed by an affiliate of the General Partners pursuant
to management agreements which provide for leasing commissions and an annual
fee based upon a percentage of rental income of the property, the aggregate of
such commission and fee not to exceed 6% of the gross receipts of the
property.

(7) LEASES

As Property Lessor

At December 31, 1993, the Partnership and its consolidated venture's
principal assets are four shopping centers. The Partnership has determined
that all leases relating to these properties are properly classified as
operating leases; therefore, rental income is reported when earned and the
cost of the properties, excluding the cost of the land, is depreciated over
the estimated useful lives. Leases with tenants range in term from one to
thirty years and provide for fixed minimum rent and partial reimbursement of
operating costs. In addition, leases with shopping center tenants provide for
additional rent based upon percentages of tenants' sales volumes. With
respect to the Partnership's shopping center investments, a substantial
portion of the ability of retail tenants to honor their leases is dependent
upon the retail economic sector.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Minimum lease payments, including amounts representing executory costs
(e.g. taxes, maintenance, insurance) and any related profit, to be received in
the future under the operating leases are as follows:

1994. . . . . . . . . $ 14,723,228
1995. . . . . . . . . 13,912,354
1996. . . . . . . . . 12,620,460
1997. . . . . . . . . 11,459,214
1998. . . . . . . . . 10,139,341
Thereafter. . . . . . 43,111,250
------------
Total. . . . . . $105,965,847
============

Contingent rent (based on sales by property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1993, 1992 and 1991:

1991. . . . . . . . . $811,481
1992. . . . . . . . . 852,600
1993. . . . . . . . . 861,927
=========

(8) 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 December 31, 1993 and
for the years ended December 31, 1993, 1992, and 1991 are as follows:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

<CAPTION>
UNPAID AT
DECEMBER 31,
1993 1992 1991 1993
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property management and leasing fees . . . . . . . . . . . . . . $667,066 686,719 651,345 --
Insurance commissions. . . . . . . . . . . . . . . . . . . . . . 83,329 58,440 67,743 --
Disbursement agent fees. . . . . . . . . . . . . . . . . . . . . -- -- 13,895 --
Reimbursement (at cost) for out-of-pocket expenses . . . . . . . -- 16,628 2,715 --
Reimbursement (at cost) for out-of-pocket salary related
expenses relating to on-site and other costs for the
Partnership and its investment properties. . . . . . . . . . . 100,924 113,769 105,010 100,051
-------- -------- -------- -------

$851,319 875,556 840,708 100,051
======== ======= ======== =======

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED

The General Partners have deferred (in accordance with the Partnership
agreement, see note 5) payment of certain of their distributions of net cash
flow from the Partnership. The cumulative amount of such distributions
aggregated $9,353,038 at December 31, 1993 (approximately $62 per interest).
These amounts, together with the unpaid fees and expenses set forth in the
chart above, do not bear interest and are expected to be paid in future
periods in accordance with the Partnership agreement.

(9) INVESTMENTS IN UNCONSOLIDATED VENTURES

Summary financial information for Royal Executive Park and Broad Street
(notes 3(c) and 3(d), respectively) as of and for the years ended December 31,
1993 and 1992 are as follows:

1993 1992
------------ ------------

Current assets . . . . . . . . . . . $ 4,549,126 2,616,963
Current liabilities. . . . . . . . . (262,234) (377,884)
------------ ------------
Working capital . . . . . . . . 4,286,892 2,239,079
------------ ------------
Investment property, net . . . . . . 28,448,677 28,154,702
Other assets, net. . . . . . . . . . 1,959,574 2,167,211
Other liabilities, net . . . . . . . (42,397) (42,397)
Venture partners' equity . . . . . . (11,989,784) (10,319,764)
------------ ------------
Partners' capital . . . . . . . $ 22,662,962 22,198,831
============ ============
Represented by:
Invested capital. . . . . . . . $ 49,723,531 49,723,531
Cumulative cash distributions . (35,282,503) (33,340,812)
Cumulative net earnings . . . . 8,221,934 5,816,112
------------ ------------
$ 22,662,962 22,198,831
============ ============
Total income . . . . . . . . . . . . $ 16,077,877 16,577,816
============ ============
Expenses applicable to operations. . $ 10,052,562 10,481,968
============ ============
Net earnings (loss). . . . . . . . . $ 6,025,315 (16,812,758)
============ ============

Also, for the year ended December 31, 1991, total income, expenses
applicable to operations and net earnings were $17,182,290, $11,543,880 and
($23,779,437), respectively for the unconsolidated ventures listed above.

(10) SUBSEQUENT EVENT - DISTRIBUTIONS

In February 1994, the Partnership paid a distribution of $600,020 ($4.00
per Interest) to the Limited Partners.

In February 1994, the Partnership sold its sole remaining outparcel piece
of land at the North Hills Mall to an unaffiliated third party. The purchaser
intends to build a restaurant on the site. The sale price for the outparcel
was $700,000 (before selling costs and prorations). The Partnership will
retain the net sale proceeds in its working capital reserve. The Partnership
expects to record a gain for financial reporting and federal income tax
purposes in 1994.
SCHEDULE X

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

CONSOLIDATED SUPPLEMENTARY INCOME STATEMENT INFORMATION

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

CHARGED TO COSTS AND EXPENSES
----------------------------------------------
1993 1992 1991
------------ ------------ ------------

Maintenance and repairs. $2,259,131 2,158,209 2,068,083

Depreciation . . . . . . 4,361,608 4,192,447 4,420,886

Taxes:
Real estate. . . . . 2,707,616 2,729,116 2,361,147

Other. . . . . . . . 532 2,939 659

Advertising. . . . . . . 1,461,701 1,606,961 1,600,638
========== ========= =========

<PAGE>
<TABLE>
SCHEDULE XI
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993

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

SHOPPING CENTERS:
North Richland Hills,
Texas (D). . . . $ 7,894,967 3,170,275 9,829,725 12,422,306 2,746,644 22,252,031 24,998,675
Pasadena, Texas. . 14,528,571 4,491,435 25,708,565 1,647,327 5,026,452 27,355,892 32,382,344
Plano, Texas . . . 24,671,773 8,772,102 40,252,898 9,197,497 9,379,346 49,450,395 58,829,741
Farmington
New Mexico (C) . 27,000,000 3,139,022 41,209,334 (5,252,716) 2,674,219 35,956,618 38,630,837
----------- ---------- ----------- ----------- ----------- ----------- -----------

Total. . . . . $74,095,311 19,572,834 117,000,522 18,014,414 19,826,661 135,014,936 154,841,597
=========== ========== =========== =========== =========== =========== ===========

</TABLE>
<TABLE>
SCHEDULE XI - CONTINUED
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1993
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DESCRIPTION DEPRECIATION(F) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
- ----------- ---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>

SHOPPING CENTERS:
North Richland Hills,
Texas (D). . . . . . . . . . . . . . . . $ 6,117,642 1979 10/19/83 5-30 years 562,397
Pasadena, Texas. . . . . . . . . . . . . . 9,227,634 1982 10/19/83 5-30 years 613,102
Plano, Texas . . . . . . . . . . . . . . . 14,875,403 1981 10/19/83 5-30 years 1,340,110
Farmington
New Mexico (C) . . . . . . . . . . . . . 13,725,145 1983 10/24/83 5-30 years 192,007
----------- -----------

Total. . . . . . . . . . . . . . . . . $43,945,824 2,707,616
=========== ===========

<FN>
- ------------------
Notes:
(A) The initial cost to the Partnership represents the original purchase price of the properties,
including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1993 for Federal income tax purposes was
approximately $63,285,503.
(C) The property is owned and operated by joint venture; see Note 3.
(D) Reflects reallocation of initial costs between land and buildings and improvements.

</TABLE>
<TABLE> SCHEDULE XI - CONTINUED
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1993

(E) Reconciliation of real estate owned at December 31, 1993, 1992 and 1991:

<CAPTION>
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . $150,221,424 145,053,568 152,672,684
Additions. . . . . . . . . . . . . . . . . . 4,658,162 5,167,856 759,435
Reductions during period (notes 2(b) and 3(b)) (37,989) -- (8,378,551)
------------ ------------ ------------

Balance at end of period . . . . . . . . . . $154,841,597 150,221,424 145,053,568
============ ============ ============

(F) Reconciliation of accumulated depreciation:
Balance at beginning of period . . . . . . . $ 39,584,216 35,391,769 31,605,439
Depreciation expense . . . . . . . . . . . . 4,361,608 4,192,447 4,420,886
Reductions during period (notes 2(b) and 3(b)) -- -- (634,556)
------------ ------------ ------------

Balance at end of period . . . . . . . . . . $ 43,945,824 39,584,216 35,391,769
============ ============ ============

</TABLE>

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD.-X:

We have audited the combined financial statements of the Unconsolidated
Ventures of JMB Income Properties, Ltd. - X (note 1) as listed in the
accompanying index. In connection with our audits of the combined financial
statements, we also have audited the financial statement schedules as listed
in the accompanying index. These combined financial statements and financial
statement schedules are the responsibility of the General Partners of the
Partnership. Our responsibility is to express an opinion on these combined
financial statements and financial statement schedules based on our audits.

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

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
the Unconsolidated Ventures of JMB Income Properties, Ltd. - X as of December
31, 1993 and 1992, and the combined results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 1993,
in conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedules, when considered in
relation to the basic combined financial statements taken as a whole, present
fairly, in all material respects, the information set forth therein.

KPMG PEAT MARWICK

Chicago, Illinois
March 25, 1994
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED BALANCE SHEETS

DECEMBER 31, 1993 AND 1992

ASSETS
------
<CAPTION>
1993 1992
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,767,065 836,706
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,962,905 1,558,113
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353,104 167,055
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,231 52,024
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418,821 3,065
------------ -----------

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,549,126 2,616,963
------------ -----------

Investment properties, at cost (notes 1 and 2) -- Schedule XI:
Land and leasehold interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,297,222 3,297,222
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,568,304 44,737,600
------------ -----------

49,865,526 48,034,822
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,416,849 19,880,120
------------ -----------

Total investment properties, net of accumulated depreciation . . . . . . . . . . . . . . . . 28,448,677 28,154,702
------------ -----------

Deferred expenses (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,266,041 1,432,518
Accrued rents receivable (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 693,533 734,693
------------ -----------

$ 34,957,377 32,938,876
============ ===========
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------

1993 1992
------------ -----------

Current liabilities - accounts payable and other accrued expenses. . . . . . . . . . . . . . . . . . . $ 262,234 377,884
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,397 42,397
------------ -----------

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304,631 420,281
------------ -----------
Partners' capital accounts (note 2):
JMB Income-X:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,723,531 49,723,531
Cumulative net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,221,934 5,816,112
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,282,503) (33,340,812)
------------ -----------

22,662,962 22,198,831
------------ -----------
Venture partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,596,794 58,596,794
Cumulative net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,193 (3,583,300)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (46,643,203) (44,693,730)
------------ -----------

11,989,784 10,319,764
------------ -----------

Total partners' capital accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,652,746 32,518,595
------------ -----------

Commitments and contingencies (notes 1 and 2)
$ 34,957,377 32,938,876
============= ===========

<FN>
See accompanying notes to combined financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<CAPTION>
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,018,958 16,505,774 17,065,309
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,919 72,042 116,981
------------ ------------ ------------

16,077,877 16,577,816 17,182,290
------------ ------------ ------------

Expenses (Schedule X):
Other interest (note 2). . . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 547,649
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,536,729 1,737,426 2,628,867
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 8,129,765 8,452,374 8,653,592
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,680 32,581 18,800
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 263,388 259,587 242,621
Provision for value impairment (note 2). . . . . . . . . . . . . . . . . . . . -- 22,908,606 28,870,198
------------ ------------ ------------

10,052,562 33,390,574 40,961,727
------------ ------------ ------------

Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,025,315 (16,812,758) (23,779,437)
============ ============ ============

<FN>
See accompanying notes to combined financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

VENTURE
JMB-X PARTNERS
----------- -----------
<S> <C> <C>
Balance at December 31, 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40,071,602 46,795,600

Cash contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 565,237 1,232,590
Cash distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,695,198) (5,196,155)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,945,209) (16,834,228)
----------- -----------

Balance at December 31, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,996,432 25,997,807

Cash distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,053,426) (3,609,460)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,744,175) (12,068,583)
----------- -----------

Balance at December 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,198,831 10,319,764

Cash distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,941,691) (1,949,473)
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,405,822 3,619,493
----------- -----------

Balance at December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,662,962 11,989,784
=========== ===========

<FN>
See accompanying notes to combined financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

<CAPTION>
1993 1992 1991
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,025,315 (16,812,758) (23,779,437)
Items not providing cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,536,729 1,737,426 2,628,867
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . 263,388 259,587 242,621
Provision for value impairment . . . . . . . . . . . . . . . . . . . . . . . -- 22,908,606 28,870,198
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . (186,049) (40,250) 176,067
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,793 2,534 1,615
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (415,756) -- --
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 41,160 294,475 296,719
Current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (115,650) (25,672) 44,516
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . -- (10,417) (57,906)
------------ ----------- -----------
Net cash provided by operating activities. . . . . . . . . . . . . . . 7,153,930 8,308,463 8,423,260
------------ ----------- -----------
Cash flows from investing activities:
Net (purchases) sales of short-term investments. . . . . . . . . . . . . . . . (404,792) (165,088) (204,847)
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . (1,830,704) (994,805) (1,526,720)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . (96,911) (192,482) --
------------ ----------- -----------
Net cash used in investing activities. . . . . . . . . . . . . . . . . (2,332,407) (1,352,375) (1,731,567)
------------ ----------- -----------
Cash flows from financing activities:
Capital contributed to ventures. . . . . . . . . . . . . . . . . . . . . . . . -- -- 1,797,827
Distributions to partners. . . . . . . . . . . . . . . . . . . . . . . . . . . (3,891,164) (6,662,886) (8,891,353)
------------ ----------- -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . (3,891,164) (6,662,886) (7,093,526)
------------ ----------- -----------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . $ 930,359 293,202 (401,833)
============ =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for other interest . . . . . . . . . . . . . . . . . . . . . . . . . $ -- -- 547,649
============ =========== ===========
Non-cash investing and financing activities. . . . . . . . . . . . . . . . . . $ -- -- --
============ =========== ===========
<FN>
See accompanying notes to combined financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - X
Unconsolidated Ventures

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1993, 1992 AND 1991

(1) BASIS OF ACCOUNTING

The accompanying combined financial statements have been prepared for the
purpose of complying with Rule 3.09 of Regulation S-X of the Securities and
Exchange Commission. They include the accounts of the unconsolidated ventures
in which JMB Income Properties, Ltd. - X ("JMB Income-X") owns a direct
interest. The entities ("Combined Ventures") included in the combined
financial statements are as follows:

DATE
ACQUIRED
--------

1. Royal Executive Park - I (a) 12/16/83
2. JMB-40 Broad Street Associates (a) 12/31/85

(a) Represents the unconsolidated venture in which JMB Income-X owns a
direct ownership interest.

Statement of Financial Accounting Standards No. 95 requires the Combined
Ventures to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classification specified in the pronouncement. Combined
Ventures record amounts held in U.S. Government obligations at cost, which
approximates market. For the purposes of these statements, the Combined
Ventures' policy is to consider any such amounts held with original maturities
of three months or less as cash equivalents. At December 31, 1993 and 1992
all the U.S. Government obligations were classified as short-term investments.

The records of Combined Ventures are maintained on the accrual basis of
accounting as adjusted for federal income tax reporting purposes. The
accompanying combined financial statements have been prepared from such
records after making appropriate adjustments to present the Combined Ventures'
accounts in accordance with generally accepted accounting principles. Such
adjustments are not recorded on the records of the Combined Ventures.

Deferred expenses are comprised of deferred leasing costs which are
amortized using the straight-line method over the terms of the related leases.

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

Maintenance and repair expenses are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated over
their estimated useful lives.

Management fees and reimbursements for out-of-pocket expenses payable to
an affiliate of JMB Income-X were approximately $149,000 at December 31, 1993,
$163,000 in 1992 and $176,000 in 1991.

JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

NOTES TO COMBINED FINANCIAL STATEMENTS - CONCLUDED

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

Certain amounts in the 1992 and 1991 combined financial statements have
been reclassified to conform with the 1993 presentation.

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

(2) VENTURE AGREEMENTS

A description of the venture agreements is contained in Note 3 of Notes
to Consolidated Financial Statements of JMB Income-X for the year ended
December 31, 1993. Such note is incorporated herein by reference.

(3) LEASES

As Property Lessor

At December 31, 1993, the properties in the combined group consisted of
two office buildings. The ventures have determined that all leases relating
to the properties are properly classified as operating leases; therefore,
rental income is reported when earned and the cost of each of the properties,
excluding cost of land, is depreciated over the estimated useful lives.
Leases with commercial tenants range in term from one to fifteen years and
provide for fixed minimum rent and partial to full reimbursement of operating
costs.

Minimum lease payments including amounts representing executory costs
(e.g., taxes, maintenance, insurance), and any related profit to be received
in the future under the above operating leases are as follows:

1994. . . . . . . $10,126,907
1995. . . . . . . 10,389,745
1996. . . . . . . 9,889,245
1997. . . . . . . 9,242,082
1998. . . . . . . 5,279,163
Thereafter. . . . 17,526,920
-----------

$62,454,062
===========

SCHEDULE X

JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

SUPPLEMENTARY INCOME STATEMENT INFORMATION

YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

CHARGED TO COSTS AND EXPENSES
----------------------------------------------
1993 1992 1991
------------ ------------ ------------

Depreciation . . . . . . $ 1,536,729 1,737,426 2,628,867

Repairs and maintenance. 1,699,779 1,701,643 1,510,532

Taxes
Real Estate. . . . . . 3,599,140 3,917,127 3,947,162
Other. . . . . . . . . 16,185 16,490 10,045
=========== ========== ==========

<TABLE>
SCHEDULE XI
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1993

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
UNCONSOLIDATED VENTURES (A) TO ACQUISITION AT END OF PERIOD (B)
--------------------------- -------------- ------------------------------------------
LAND AND BUILDINGS BUILDINGS LAND AND BUILDINGS
LEASEHOLD AND AND LEASEHOLD AND
ENCUMBRANCE INTEREST IMPROVEMENTS IMPROVEMENTS INTEREST IMPROVEMENTS TOTAL (C)
----------- ----------- ------------ -------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
New York, New York. $ -- 13,201,779 55,095,009 (46,506,811) 1,765,195 20,024,782 21,789,977
Ryebrook, New York. -- 1,532,027 25,575,790 967,732 1,532,027 26,543,522 28,075,549
----------- ---------- ---------- ----------- ---------- ----------- ----------

Total. . . . . . $ -- 14,733,806 80,670,799 (45,539,079) 3,297,222 46,568,304 49,865,526
=========== ========== ========== =========== ========== =========== ==========

</TABLE>
<TABLE>
SCHEDULE XI - CONTINUED
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1993

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1993
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
New York, New York. . . . . . . . . . . . . $12,944,261 1983 12-31-85 5-30 years 2,236,147
Ryebrook, New York. . . . . . . . . . . . . 8,472,588 1983 12-16-83 5-30 years 1,362,993
----------- ----------

Total. . . . . . . . . . . . . . . . . . $21,416,849 3,599,140
=========== ==========

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

Notes:
(A) The initial cost to the Unconsolidated Venture or Underlying Ventures represents the original purchase price of the
properties, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1993 for federal income tax purposes was $58,202,287.

</TABLE>
<TABLE>
SCHEDULE XI - CONTINUED
JMB INCOME PROPERTIES, LTD. - X
UNCONSOLIDATED VENTURES

COMBINED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1993

<CAPTION>
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . $ 48,034,822 69,948,623 97,263,231
Additions during period. . . . . . . . . . . 1,830,740 994,805 1,526,720
Reductions during period (note 2). . . . . . -- (22,908,606) (28,841,328)
------------ ------------ ------------

Balance at end of period . . . . . . . . . . $ 49,865,526 48,034,822 69,948,623
============ ============ ============

(D) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . . $ 19,880,120 18,142,694 15,513,827
Depreciation expense. . . . . . . . . . . . 1,536,729 1,737,426 2,628,867
------------ ------------ ------------

Balance at end of period. . . . . . . . . . $ 21,416,849 19,880,120 18,142,694
============ ============ ============

</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no changes of or disagreements with, auditors during fiscal
year 1992 and 1993.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty Corporation
("JMB"), a Delaware corporation. JMB has responsibility for all aspects of
the Partnership's operations, subject to the requirement that sales of real
property must be approved by the Associate General Partner of the Partnership,
Income Associates-X, L.P., an Illinois limited partnership with JMB as the
sole general partner. The Associate General Partner shall be directed by a
majority in interest of its limited partners (who are generally officers,
directors and affiliates of JMB or its affiliates) as to whether to provide
its approval of any sale of real property (or any interest therein) of the
Partnership. Various relationships of the Partnership to the Managing General
Partner and its affiliates are described under the caption "Conflicts of
Interest" at pages 12-16 of the Prospectus, which description is hereby
incorporated herein by reference to Exhibit 3-A to the Partnership's Report
for December 31, 1989 on Form 10-K (File No. 33-4107) dated March 28, 1990.

The names, positions held and length of service therein of each director
and executive officer and certain officers of the Managing General Partner of
the Partnership are as follows at December 31, 1993:

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

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Neil G. Bluhm President 5/03/71
Director 5/03/71
Jerome J. Claeys III Director 5/09/88
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Chief Executive Officer 8/01/93
Jeffrey R. Rosenthal Chief Financial Officer 8/01/93
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/17/84
Ira J. Schulman Executive Vice President 6/01/88
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

There is no family relationship among any of the foregoing directors or
officers. The foregoing directors have been elected to serve one-year terms
until the annual meeting of the Managing General Partner to be held on June 7,
1994. All of the foregoing officers have been elected to serve one-year terms
until the first meeting of the Board of Directors held after the annual
meeting of the Managing General Partner to be held on June 7, 1994. There are
no arrangements or understandings between or among any of said directors or
officers and any other person pursuant to which any director or officer was
elected as such.

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

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

Judd D. Malkin (age 56) is an individual general partner of JMB Income-IV
and JMB Income-V. Mr. Malkin has been associated with JMB since October,
1969. He is a Certified Public Accountant.

Neil G. Bluhm (age 56) is an individual general partner of JMB Income-IV
and JMB Income-V. Mr. Bluhm has been associated with JMB since August, 1970.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

Jerome J. Claeys III (age 51) (Chairman and Director of JMB Institutional
Realty Corporation) has been associated with JMB since September, 1977. He
holds a Master degree in Business Administration from the University of Notre
Dame.

Burton E. Glazov (age 55) has been associated with JMB since June, 1971
and served as an Executive Vice President of JMB until December 1990. He is a
member of the Bar of the State of Illinois and a Certified Public Accountant.

Stuart C. Nathan (age 52) has been associated with JMB since July, 1972.
He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 60) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

John G. Schreiber (age 47) has been associated with JMB since December,
1970 and served as an Executive Vice President of JMB until December 1990. He
holds a Masters degree in Business Administration from Harvard University
Graduate School of Business.

H. Rigel Barber (age 44) has been associated with JMB since March, 1982.
He holds a J.D. degree from the Northwestern Law School and is a member of the
Bar of the State of Illinois.

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

Gary Nickele (age 41) has been associated with JMB since February, 1984.
He holds a J.D. degree from the University of Michigan Law School and is a
member of the Bar of the State of Illinois.

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

Gailen J. Hull (age 45) has been associated with JMB since March, 1982.
He holds a Masters degree in Business Administration from Northern Illinois
University and is a Certified Public Accountant.

Howard Kogen (age 58) has been associated with JMB since March, 1973. He
is a Certified Public Accountant.

<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no officers or directors. The General Partners of
the Partnership are entitled to receive a share of cash distributions, when
and as cash distributions are made to the Limited Partners, and a share of
profits or losses as described under the caption "Compensation and Fees" at
pages 8-12, "Cash Distributions" at pages 57-59, "Allocation of Profits or
Losses for Tax Purposes" at page 59 and "Cash Distributions; Allocations of
Profits and Losses" at pages A-7 to A-11 of the Partnership Agreement included
as an exhibit to the Prospectus, which descriptions are hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Report for December
31, 1992 on Form 10-K (File No. 0-12432) for December 31, 1992 on Form 10-K
(File No. 0-12432) dated March 19, 1993. Reference is also made to Notes 5
and 8 for a description of such transactions, distributions and allocations.
In 1993, 1992 and 1991 cash distributions of $0, $0 and $250,000 were paid,
respectively to the General Partners.

Affiliates of the Managing General Partner provided property management
services to the Partnership for the North Hills Mall in North Richland Hills,
Texas, the Pasadena Town Square shopping center in Pasadena, Texas, the Collin
Creek Mall in Plano, Texas, beginning in fiscal 1985 for the Animas Valley
Mall in Farmington, New Mexico and beginning in fiscal 1986 through the date
of disposition, December 9, 1991, for the Pylon Plaza Office Building-Phase I
and II in Boca Raton, Florida. Fees are calculated at 3% of fixed and
percentage rents from Animas Valley Mall, 5% of gross rents from Pylon Plaza,
and 4% of fixed and percentage rents from North Hills Mall, Pasadena Town
Square and Collin Creek Mall, respectively. In 1993, such affiliate earned
property management and leasing fees amounting to $667,066, of which all was
paid as of December 31, 1993. As set forth in the Prospectus of the
Partnership, the Managing General Partner must negotiate such agreements on
terms no less favorable to the Partnership than those customarily charged for
similar services in the relevant geographical area (but in no event at rates
greater than 6% of the gross receipts from a property), and such agreements
must be terminable by either party thereto, without penalty, upon 60 days'
notice.

JMB Insurance Agency, Inc., an affiliate of the Managing General Partner,
earned and received insurance brokerage commissions in 1993 aggregating
$83,329 in connection with the provision of insurance coverage for certain of
the real property investments of the Partnership. Such commissions are at
rates set by insurance companies for the classes of coverage provided.

The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses and salaries
relating to the administration of the partnership and operation of the
Partnership's real property investments. In 1993, the Managing General
Partner incurred such out-of-pocket expenses and salaries in the amount of
$100,924 of which $100,051 was unpaid at December 31, 1993.

The Partnership is permitted to engaged in various transactions involving
affiliates of the Managing General Partner of the Partnership, as described
under the captions "Compensation and Fees" at pages 8-12, "Conflicts of
Interest" at pages 12-16 and "Rights, Powers and Duties of General Partners"
at pages A-17 to A-20 of the Partnership Agreement included as an exhibit to
the Prospectus, which descriptions are hereby incorporated herein by reference
to Exhibit 3-A and 3-B to the Partnership's Report for December 31, 1989 on
Form 10-K (File No. 33-4107) dated March 28, 1990. The relationship of the
Managing General Partner (and its directors and officers) to its affiliates is
set forth above in Item 10 and Exhibit 21 hereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>

Limited Partnership JMB Realty Corporation 5 Interests Less than 1%
Interests directly

Limited Partnership Managing General Partner 5 Interests Less than 1%
Interests and its officers and directors directly
as a group

<FN>
No officer or directors of the Managing General Partner of the Partnership possesses a right to acquire beneficial
ownership of Interests of the Partnership.

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

</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

2. Exhibits.

3-A.* The Prospectus of the Partnership dated June 29, 1983 as
supplemented September 12, 1983 and October 21, 1983, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated herein
by reference. Copies of pages 8-12, 57-59 and A-7 to A-11 are hereby
incorporated herein by reference.

3-B.* Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which agreement is hereby incorporated
herein by reference.

4-A.* Document relating to the mortgage loan secured by the
Collin Creek Mall in Plano, Texas is hereby incorporated herein by reference.

4-B.* Document relating to the mortgage loan secured by the
Pasadena Town Square shopping center in Pasadena, Texas is hereby incorporated
herein by reference.

4-C.* Modification document relating to the mortgage loan secured
by the Animas Valley Mall in Farmington, New Mexico is hereby incorporated
herein by reference.

10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the 40 Broad Street office building in New York,
New York are hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-12432) dated December 31, 1985.

10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the Royal Executive Park office complex in
Ryebrook, New York are hereby incorporated by reference to the Partnership's
Report on Form 8-K (File No. 0-12432) dated December 30, 1983.

10-C. Acquisition documents relating to the purchase by the
Partnership of the Collin Creek Mall in Plano, Texas are hereby incorporated
by reference to the Partnership's Registration Statement on Post-Effective
Amendment No. 2 to Form S-11 (File No. 2-83599) dated June 29, 1983.

10-D. Acquisition documents relating to the purchase by the
Partnership of the North Hills Mall in North Richland Hills, Texas are hereby
incorporated by reference to the Partnership's Registration Statement on Post-
Effective Amendment No. 2 to Form S-11 (File No. 2-83599) dated June 29, 1983.

10-E. Acquisition documents relating to the purchase by the
Partnership of the Pasadena Town Square shopping center in Pasadena, Texas are
hereby incorporated by reference to the Partnership's Registration Statement
on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-83599) dated June
29, 1983.

10-F. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the Animas
Valley Mall in Farmington, New Mexico are hereby incorporated by reference to
the Partnership's Registration Statement on Post-Effective Amendment No. 2 to
Form S-11 (File No. 2-83599) dated June 29, 1983.

10-G. Sale documents relating to the outparcel sale at the Animas
Valley Mall in Farmington, New Mexico a copy of which is filed herewith.

21. List of Subsidiaries.

24. Powers of Attorney.
___________

* Previously filed as Exhibits 3-A, 3-B, 4-A, 4-B and 4-C,
respectively, to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-12432) dated March 19, 1993.

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

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

No annual report or proxy material for the fiscal year 1993 has been sent
to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing.

<PAGE>
SIGNATURES

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

JMB INCOME PROPERTIES, LTD. - X

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date:March 25, 1994

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

By: JMB Realty Corporation

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and Director
Date:March 25, 1994

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date:March 25, 1994

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date:March 25, 1994

JEFFREY R. ROSENTHAL*
By: Jeffrey R. Rosenthal, Chief Financial Officer
Principal Financial Officer
Date:March 25, 1994

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date:March 25, 1994

A. LEE SACKS*
By: A. Lee Sacks, Director
Date:March 25, 1994

By: STUART C. NATHAN*
Stuart C. Nathan, Executive Vice President
and Director
Date:March 25, 1994

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

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date:March 25, 1994

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE Page
------------ ----
3-A. Pages 8-12, 57-59 and A-7 to
A-11 of the Prospectus of the
Partnership dated June 29, 1983,
as supplemented September 12,
1983 and October 21, 1983 Yes

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

4-A. Mortgage loan documents related
to Collin Creek Mall Yes

4-B. Mortgage loan documents related
to Pasadena Town Square
shopping center Yes

4-C. Mortgage loan modification documents
related to Animas Valley Mall Yes

10-A. Acquisition documents related to
the 40 Broad Street office building Yes

10-B. Acquisition documents related to
the Royal Executive Park office
complex Yes

10-C. Acquisition documents related to
the Collins Creek Mall Yes

10-D. Acquisition documents related to
the North Hills Mall Yes

10-E. Acquisition documents related to
the Pasadena Town Square shopping
center Yes

10-F. Acquisition documents related to
the Animas Valley Mall Yes

10-G. Sale documents related to the
Animas Valley Mall No

21. List of Subsidiaries No

24. Powers of Attorney No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in Animas Valley Mall Associates, an
Illinois limited partnership which holds title to the Animas Valley Mall. The
Partnership is a general partner in JMB-40 Broad Street Associates, an
Illinois general partnership which holds title to the 40 Broad Street
Building. The Partnership is a general partner in Royal Executive Park-I, a
New York general partnership which holds title to the Royal Executive Park
Office Complex. Reference is made to Note 3 for a summary description of the
terms of such partnership agreements. The Partnership's interest in the
foregoing joint venture partnerships, and the results of their operations are
included in the consolidated financial statements of the Partnership filed
with this annual report.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of JMB Realty Corporation, the managing general partner of JMB
Income Properties, Ltd. - X, do hereby nominate, constitute and appoint
GARY NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys
and agents of the undersigned with full power of authority to sign in the
name and on behalf of the undersigned officer or directors a Report on Form
10-K of said partnership for the fiscal year ended December 31, 1993, and any
and all amendments thereto, hereby ratifying and confirming all that said
attorneys and agents and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 23rd day of March, 1994.

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

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

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

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

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officer and directors,
a Report on Form 10-K of said partnership for the fiscal year ended
December 31, 1993, and any and all amendments thereto, the 23rd day of
March, 1994.

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

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

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

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and
directors of JMB Realty Corporation, the managing general partner of JMB
Income Properties, Ltd. - X, do hereby nominate, constitute and appoint
GARY NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name and
on behalf of the undersigned officer or directors a Report on Form 10-K of
said partnership for the fiscal year ended December 31, 1993, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
the 26th day of January, 1994.

STUART C. NATHAN
_________________________ Executive Vice President and Director of
Stuart C. Nathan General Partner

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

The undersigned hereby acknowledge and accept such power of authority to
sign, in the name on behalf of the above named officer and directors, a Report
on Form 10-K of said partnership for the fiscal year ended December 31, 1993,
and any and all amendments thereto, the 26th day of January, 1994.

GARY NICKELE
______________________
Gary Nickele

GAILEN J. HULL
______________________
Gailen J. Hull

DENNIS M. QUINN
___________________________
Dennis M. Quinn

______________________________________________________________________
AFTER RECORDING MAIL TO: )
GENERAL MILLS RESTAURANTS, INC. )
1751 Directors Row )
Orlando, Florida 32809 )
Attn: Sharie A. Kirsch, Legal Dept. )
)
MAIL TAX BILLS TO: )
THE ABOVE ADDRESS )
________________________________________________________________________

WARRANTY DEED

THIS INDENTURE, is made and executed this ____ day of February, 1994 by JMB
INCOME PROPERTIES, LTD.-X, AN ILLINOIS LIMITED PARTNERSHIP (hereinafter
referred to as "GRANTOR") to GENERAL MILLS RESTAURANTS, INC., a Florida
corporation (hereinafter referred to as "GRANTEE");

W I T N E S S E T H :

THAT, GRANTOR, for and in consideration of the sum of Ten Dollars ($10.00) and
other valuable consideration, receipt whereof is hereby acknowledged, hereby
grants, bargains, sells, aliens, remises, releases, conveys and confirms unto
the GRANTEE, all that certain land (the "Premises") situate in Tarrant County,
Texas, to-wit:

BEING A TRACT OR PARCEL OF LAND situated in the City of North Richland
Hills, Tarrant County, Texas and being in the W.W. Wallace Survey, Abstract
No. 1606, and being part of a 19.3823 acre tract recorded in Volume 8051, Page
316, Deed Records of Tarrant County, Texas and being more particularly
described as follows:

BEGINNING at a 1/2 inch iron rod with yellow plastic cap stamped R.L.G.
set for corner in the southeasterly line of State Highway No. 26 (100 foot
right-of-way) being South 47 degrees 46'30" West, 50.00 feet from the
Northwest corner of said 19.3823 acre tract;

THENCE South 42 degrees 13'30" East, a distance of 186.82 feet to a 1/2
inch iron rod with yellow plastic cap stamped R.L.G. set for corner in the
Northwesterly line of Lot 1R, Block D, Calloway Farm Addition, 3rd Filing, an
addition to the City of North Richland Hills, as recorded in Volume 388-186,
Page 78. Deed Records of Tarrant County, Texas;

THENCE South 48 degrees 18'21" West, with the Northwesterly line of said
Lot 1R, a distance of 23.96 feet to a 1/2 inch iron rod with yellow plastic
cap stamped R.L.G. set for corner in the Northwesterly line of said Lot 1R,
being the beginning of a non-tangent curve to the right;

THENCE in a Southwesterly direction and with the Northwest line of said
Lot 1R and with said curve to the right having a central angle of 28 degrees
37'59", a radius of 199.50 feet, an arc length of 99.70 feet and a chord
bearing of South 62 degrees 05'30" West, a chord distance of 98.66 feet to a
1/2 inch iron rod with yellow plastic cap stamped R.L.G. set for corner in the
Northwesterly line of said Lot 1R and being the end of said curve to the
right;

THENCE South 76 degrees 24'29" West, with the Northwesterly line of said
Lot 1R a distance of 261.23 feet to a 1/2 inch iron rod with yellow plastic
cap stamped R.L.G. set for corner in the Northwesterly line of said Lot 1R and
being the beginning of a curve to the left;

THENCE in a Southwesterly direction with the Northwesterly line of said
Lot 1R, and with said curve to the left having a central angle of 03 degrees
12'25:, a radius of 200.50 feet, an arc length of 11.22 feet, and a chord
bearing of South 74 degrees 48'17" West, a chord distance of 11.22 feet to a
1/2 inch iron rod with yellow plastic cap stamped R.L.G. set for corner in the
Northwesterly line of said Lot 1R;

THENCE North 42 degrees 13'30" West, a distance of 41.45 feet to a 1/2
inch iron rod with yellow plastic cap stamped R.L.G. set for corner in the
Southeasterly line of said State Highway No. 26 and in the Northwesterly line
of said 19.3823 acre tract of land and being in a curve to the right;

THENCE in a Northeasterly direction with the Southeasterly line of said
State Highway no. 26 and with said curve to the right having a central angle
of 04 degrees 31'10", a radius of 250.00 feet, an arc length of 19.72 feet, a
chord bearing of North 58 degrees 05'36" East, a chord distance of 19.71 feet
to a 1/2 inch iron rod with yellow plastic cap stamped R.L.G. set for corner
in the Southeasterly line of said State Highway No. 26, being the end of said
curve to the right and being the beginning of a curve to the left;

THENCE in a Northeasterly direction with the Southeasterly line of said
State Highway No. 26 and with said curve to the left having a central angle of
12 degrees 34'41", a radius of 250.00 feet, an arc length of 54.88 feet, a
chord bearing of North 54 degrees 03'51" East, a chord distance of 54.77 feet
to a 1/2 inch iron rod with yellow plastic cap stamped R.L.G. set for corner
in the Southeasterly line of said State Highway No. 26, and the Northwesterly
line of said 19.3823 acre tract of land and being the end of said curve to the
left;

THENCE North 47 degrees 46'30" East, with the Southeasterly line of said
State Highway No. 26 and the Northwesterly line of said 19.3823 acre tract of
land a distance of 285.00 feet to the POINT OF BEGINNING and containing 45,000
square feet or 1.0331 acre of land, more or less.

COUNTY OF TARRANT AND BIRDVILLE ISD REAL ESTATE TAX IDENTIFICATION NO.
5798302

TOGETHER with all the tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining.

TO HAVE AND TO HOLD, the same in fee simple forever.

AND, the GRANTOR hereby covenants with said GRANTEE that the GRANTOR is
lawfully seized of said land in fee simple; that the GRANTOR has good right
and lawful authority to sell and convey said land; that the GRANTOR hereby
fully warrants the title to said land and will defend the same against the
lawful claims of all persons, whomsoever; and that said land is free of all
encumbrances, except for the exceptions which are contained in EXHIBIT "A".

THE PREMISES IS FURTHER SUBJECT TO THE FOLLOWING:

A. USE RESTRICTION. That the intended use of the Premises is for a
restaurant initially under the tradename and style of China Coast and that for
a period of ten (10) years from the date of recording of this deed (the "Use
Term"), the Premises shall be used only for restaurant purposes, and any
restaurant operated and maintained on the Premises shall be operated and
maintained in accordance with first class restaurant practices, and for no
other purpose without the prior written consent of GRANTOR, which consent
shall not be unreasonably withheld or delayed. This restriction shall run
with the land during the Use Term and have no further force and effect after
the Use Term.

In the event GRANTEE shall violate the provisions of this Paragraph A,
GRANTOR'S remedy shall be limited to enforcing this restriction, and to the
extent GRANTEE shall be found to have violated this restriction GRANTOR shall
be entitled to actual or consequential damages awarded as a result.

B. GRANTOR'S RIGHT OF FIRST REFUSAL. In the event GRANTEE receives an offer
to purchase the Premises or any portion thereof ("Offer to Purchase") from an
unrelated third party in an arms-length transaction ("BFP") prior to the
completion of GRANTEE'S intended improvements and the commencement of
GRANTEE'S intended business activities thereon, GRANTOR shall have the first
right ("Right of First Refusal") to purchase the Premises or portion thereof,
upon the same terms and conditions as set forth in the Offer to Purchase.
When an Offer to Purchase is made by a BFP and is contemplated by GRANTEE,
GRANTEE shall first offer the Premises or portion thereof to GRANTOR in
writing (the "Notice of First Refusal"). The Notice of First Refusal shall
contain (i) the offer price of the Premises or portion thereof (ii) the terms
and conditions of the Offer to Purchase, and (iii) the proposed closing date,
which date shall not be less than thirty (30) days after the date GRANTOR
receives the Notice of First Refusal. GRANTOR shall have twenty-one (21) days
from and after the receipt of the Notice of First Refusal to elect to purchase
the Premises or portion thereof substantially in accordance with the terms and
conditions of the Notice of First Refusal. In the event GRANTEE does not
receive GRANTOR'S written election to purchase the Premises within said
twenty-one (21) day period, GRANTEE shall have the right to negotiate and sell
the Premises or portion thereof to the BFP upon the same terms and conditions
set forth in the Notice of First Refusal. In the event GRANTEE and the BFP do
not consummate the sale and purchase of the Premises on the terms set forth in
the Notice of First Refusal within six (6) months of delivery of said Notice
of First Refusal, GRANTOR shall again have the Right of First Refusal with
respect to any amended or modified terms agreed to with the prospective
purchaser, or any subsequent offer received by GRANTEE for the Premises or
portion thereof.

GRANTOR shall not be entitled to any Right of First Refusal as set forth
above with respect to (i) any "sale/leaseback" transaction; (ii) mortgage or
other alternative financing arrangement with an institutional lender conveying
the Premises as security (or foreclosure or deed in lieu of foreclosure
thereunder); or (iii) any sale of the Premises subsequent to the completion of
the construction of GRANTEE'S intended improvements. In no event shall the
Right of First Refusal extend beyond the earlier to occur of: (i) ten (10)
years after the recording date of this deed; or (ii) the completion of
GRANTEE'S intended improvements and the commencement of GRANTEE'S business
activities on the Premises.

C. OUTPARCEL RESTRICTION. GRANTOR agrees that for a period of ten (10)
years from the date of recording of this deed, or until such time as GRANTEE
shall cease business operations on the Premises as an Oriental restaurant,
whichever is earlier (the "Restriction Term"), that GRANTOR will not lease,
sublease or otherwise operate or contract to operate, by conveyance or
otherwise (i) on the parcel described in Exhibit "B" attached hereto and (ii)
on any outparcel which would be created from the subdivision of the real
property described on Exhibit "C" attached hereto, a full service sit-down
food service establishment primarily selling, at retail, Oriental food in a
manner similar to GRANTEE'S business at the Premises. "Primarily selling",
for the purpose of this provision, shall mean that Oriental food items shall
be identifiable as major menu items in terms of sales volume or public
identification. The foregoing restriction shall not be applicable to any
purveyor of unprepared foods intended for future, off-premise consumption or
to a temporary promotion of food items that might otherwise be within the
definition as herein set forth. This restriction shall run with the land
during the Restriction Term and shall have no further force or effect after
the Restriction Term. Notwithstanding anything herein to the contrary, the
foregoing restriction shall not apply to any store or business which is
located within the building which comprise the shopping center currently known
as North Hills Mall which is located on the land described on Exhibit C. The
lands described in subsection (i) and (ii) are collectively referred to as
"Outparcel".

D. CONSTRUCTION OF GRANTEE'S IMPROVEMENTS. GRANTEE agrees to commence
construction on the Premises within six (6) months after the date of the
recording of this deed, subject to "UNAVOIDABLE DELAYS" (as hereinafter
defined). GRANTEE further agrees that upon commencement of construction,
GRANTEE shall proceed with due diligence to complete all improvements after
commencement of construction, subject to UNAVOIDABLE DELAYS. In the event of
the occurrence or existence of an Unavoidable Delay, the time for completion
shall be extended by the period of such Unavoidable Delay. GRANTEE'S
construction shall be in a good and workmanlike manner and in substantial
compliance with GRANTEE'S prototypical plans and specifications of a China
Coast Restaurant heretofore approved by GRANTOR, including site work and
landscape plans and specifications, color scheme and building material, and
with all applicable laws and ordinances of governmental bodies having
jurisdiction over the Premises. As used in this Paragraph, "UNAVOIDABLE
DELAYS" shall mean delays caused by governmental orders or edicts;
governmental rationing or allocation of materials; strikes, lock-outs, fires,
acts of God, disasters, riot, unreasonable delays in transportation, shortages
of labor or materials or any other cause beyond the reasonable control of
GRANTEE.

GRANTEE and GRANTOR agree that, in the event any buildings on the
Premises are under construction for a period of twelve (12) months and
GRANTEE is not proceeding to complete construction with due diligence or in
the event such buildings have been constructed and are vacant and unoccupied
for a period of more than six (6) months, and GRANTEE is failing to maintain
the Premises, then upon written demand by GRANTOR, GRANTEE shall raze and
remove such buildings from the Premises and shall landscape the Premises in a
sightly manner.

E. NOTICES. All notices hereunder shall be in writing and sent by
registered or certified mail, postage prepaid, return receipt requested, and
shall be mailed to the following addresses (or such other addresses of which
either party may hereafter notify the other party):

IF TO GRANTEE: General Mills Restaurants, Inc.
1751 Directors Row
Orlando, Florida 32809
Attention: General Counsel

IF TO GRANTOR: c/o JMB Retail Properties Co.
900 North Michigan
Chicago, Illinois 60611
Attention: Portfolio Manager

WITH A COPY TO: c/o JMB Retail Properties Co.
900 North Michigan
Chicago, Illinois 60611
Attention: Law Department

Notices shall be deemed delivered seven (7) business days after mailing
unless otherwise specified herein.

F. The rights and obligations of GRANTOR under this deed (except under
Paragraph C hereof) shall inure to the benefit of and shall bind GRANTOR, its
successors and assigns which acquire GRANTOR'S interest in and under North
Hills Mall Operating Agreement (defined in Exhibit "A" hereto).

If GRANTOR shall convey or otherwise transfer its interest under the
North Hills Mall Operating Agreement to another party, such other party shall
thereupon succeed to the rights and obligations of GRANTOR (except those
arising under Paragraph C hereof) and from and after the date of such
conveyance, the transferring grantor shall be free of all liabilities and
obligations.

The rights and obligations of GRANTOR under Paragraph C of this deed
shall inure to and shall bind GRANTOR, its successors and assigns which
acquire title to the Outparcel. If GRANTOR shall convey or otherwise transfer
its interest in the Outparcel to another party, such other party shall
thereupon succeed to the rights and obligations of GRANTOR under Paragraph C
of this deed, and from and after the date of such conveyance, the transferring
grantor shall be free of all liabilities and obligations.

IN WITNESS WHEREOF, the GRANTOR and GRANTEE have signed this deed the day and
year first above written.

JMB INCOME PROPERTIES, LTD.-X
AN ILLINOIS LIMITED PARTNERSHIP

BY: JMB REALTY CORPORATION,
A DELAWARE CORPORATION,
MANAGING GENERAL PARTNER

BY: DOUGLAS J. WELKER
____________________________________
DOUGLAS J. WELKER, VICE PRESIDENT

STATE OF ILLINOIS )
) ss:
COUNTY OF COOK )

I, the undersigned, a Notary Public in and for said County, in the State
aforesaid, Do Hereby Certify that DOUGLAS J. WELKER as Vice President of JMB
REALTY CORPORATION, A DELAWARE CORPORATION, the Managing General Partner of
JMB INCOME PROPERTIES, LTD.-X, who is personally known to me to be the same
person whose name is subscribed to the foregoing instrument as such Vice
President and appeared before me this day in person and acknowledged that he
signed and delivered said instrument as his free and voluntary act, and as the
free and voluntary act of said corporation on behalf of JMB INCOME PROPERTIES,
LTD.-X, for the uses and purposes therein set forth.

Give under my hand and Notarial Seal this ____ day of ____________, 19_____.

_____________________________________________________
Notary Public
Commission Expiration:_______________________________<PAGE>
GRANTEE:

GENERAL MILLS RESTAURANTS, INC.,
a Florida corporation

By:______________________________________

Its:_____________________________________

ACKNOWLEDGEMENT

STATE OF __________ )
)ss:
COUNTY OF _________ )

I, the undersigned, a Notary Public in and for said County, in the State
aforesaid, Do Hereby Certify that __________________________ as
______________________ of GENERAL MILLS RESTAURANTS, INC. a Florida
corporation, personally known to me to be the same person whose name is
subscribed to the foregoing instrument as such_____________________________
appeared before me this day in person and acknowledged that he signed and
delivered said instrument as his free and voluntary act, and as the free and
voluntary act of said corporation, for the uses and purposes therein set
forth.

Give under my hand and Notarial Seal this ____ day of ____________, 19_____.

_____________________________________________________
Notary Public
Commission Expiration:_______________________________

This instrument was prepared in Chicago, Illinois by Kathleen A. Furlong, Esq.
of Pircher, Nichols & Meeks, 900 North Michigan Avenue, Suite 2860, Chicago,
Illinois 60611.

EXHIBIT "A"

1. Terms, conditions and stipulations contained in Easement Agreement dated
December 10, 1984, made by and between JMB Income Properties, LTD.-X, an
Illinois limited partnership and Federated Department Stores, Inc., a Delaware
corporation and Berry Street Realty Company, a Texas corporation, and recorded
in Volume 8051, Page 335, and corrected in Volume 8092, Page 938, of the Deed
Records of Tarrant County, Texas.

2. Terms, conditions and stipulations contained in that certain Operating
Agreement dated July 11, 1978, made by and between Federated Stores Realty,
Inc., a Delaware corporation, Federated Department Stores, Inc., R.E. Cox &
Company, a Texas corporation and Berry Street Realty Company, a Texas
corporation, and recorded in Volume 6526, Page 745, and amended in Volume
6687, Page 687 and Volume 8051, Page 402, and refiled in Volume 8132, Page
2036, of the Deed Records of Tarrant County, Texas (said Operating Agreement,
together with all amendments and modifications thereof is called the "North
Hills Mall Operating Agreement").

3. Easement Agreement made by and between Primary Properties Corporation
and General Mills Restaurants, Inc. to be recorded simultaneously herewith.

4. Easement Agreement made by and between The Dunlap Company, R. E. Cox &
Company and General Mills Restaurants, Inc. to be recorded simultaneously
herewith.

5. Easement Agreement made by and between Mervyn's and General Mills
Restaurants, Inc. to be recorded simultaneously herewith.

6. Easement Agreement made by and between JMB Income Properties, LTD.-X and
General Mills Restaurants, Inc. to be recorded simultaneously herewith.

7. Easement Agreement dated December 15, 1993 made by and between JMB
Income Properties, LTD-X and The City of North Richland Hills, Texas.

8. Easement Agreement dated December 15, 1993 made by and between Mervyn's
and The City of North Richland Hills, Texas.

9. Any titles or rights asserted by anyone, including, but not limited to,
persons, the public, corporations, governments or other entities, (a) to
tidelands, or lands comprising the shores or beds of navigable or perennial
rivers and streams, lakes, bays, gulfs or oceans, or (b) to lands beyond the
line of the harbor or bulkhead lines as established or changed by any
government, or (c) to filled-in lands, or artificial islands, or (d) to
statutory water rights, including riparian rights, or (e) to the area
extending from the line of mean low tide to the line of vegetation, or the
rights of access to that area or easement along and across that area.

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

11. Encroachment or protrusion of sprinkler control boxes and sign into or
outside of the boundary lines as shown on survey dated February 1993 and
revised May 21, 1993, by Bennie W. White, Registered Professional Land
Surveyor #4555.

12. Restrictive Covenant Agreement, recorded in Volume 8051, Page 321 of the
Deed Records of Tarrant County, Texas.
EXHIBIT "B"

EXHIBIT "C"

============================================
AFTER RECORDING MAIL TO: )
FIRST NATIONAL BANK OF FARMINGTON )
100 East Broadway )
Farmington, New Mexico 87401 )
)
MAIL TAX BILLS TO: )
[To the above address.] )
============================================
Exhibit A: Title Exceptions
Exhibit B: Legal Description of Animas Valley Mall

SPECIAL WARRANTY DEED

ANIMAS VALLEY MALL ASSOCIATES, an Illinois general partnership (the "GRANTOR")

for and in consideration paid, grants to FIRST NATIONAL BANK OF FARMINGTON, a
national banking association (the "GRANTEE") whose address is First National
Bank Building, 100 East Broadway, Farmington, New Mexico the following
described real estate (the "Property") in San Juan County, New Mexico, to wit:

Lot Five (5) of a Replat of the Animas Valley Mall in the City of
Farmington, San Juan County, New Mexico as shown on plat of survey filed for
record in the Office of the San Juan County Clerk on September 30, 1983 as
Reception No. 28550 and recorded in Plat Book/Page A-47. Tax Assessment
Number: 20316

with special warranty covenants, subject to the exceptions (the "Title
Exceptions") as contained in Exhibit "A" attached hereto and incorporated
herein.

AND FURTHER SUBJECT TO THE FOLLOWING, which provisions shall be binding on
GRANTEE and its successors and assigns, including without limitation, any
successive owners, tenants and other occupants of the Property:

A. GRANTEE'S CONSTRUCTION DOCUMENTS: Within sixty (60) days from the date
of this deed, GRANTEE shall submit to GRANTOR, for GRANTOR'S review and
approval, a complete set of building, sitework and landscape construction
documents (the "Construction Documents") containing specific information as
required in GRANTOR'S Peripheral Land Minimum Standards for Development -
Exhibit D to the Real Estate Sale and Purchase Agreement, dated June 30, 1993
made by GRANTEE and GRANTOR. GRANTOR shall have fifteen (15) business days
within which to review and approve the Construction Documents and specify its
reasons for disapproval, if any. GRANTOR shall not unreasonably withhold its
approval to any such Construction Documents provided that it shall be
reasonable for GRANTOR to make objections thereto if any applicable
governmental body is not in agreement with the Construction Documents or the
development and construction intended by GRANTEE. If written objections are
not given by GRANTOR to GRANTEE within fifteen (15) business days of GRANTOR'S
receipt of the Construction Documents, the Construction Documents shall be
deemed approved by GRANTOR. GRANTOR, as of the date hereof, has reviewed and
approved the Site Plan, dated July 22, 1993, prepared by Bankdesign &
Construction Corp., of El Paso, Texas. Approval by GRANTOR of the
Construction Documents shall not be deemed to constitute a warranty or
representation by GRANTOR regarding the suitability of the Construction
Documents for the uses intended by GRANTEE nor compliance with the
Construction Documents with the requirements of applicable codes, rules or
regulations of any governmental agencies and construction intended by GRANTEE.

B. GRANTEE'S CONSTRUCTION OF SITE IMPROVEMENTS: GRANTEE agrees to commence
construction on the Property within twelve (12) months after the recording
date of this deed, subject to unavoidable delays ("Unavoidable Delays").
Unavoidable Delays shall be defined as delays caused by governmental orders or
edicts; governmental rationing or allocation of materials; strikes,
lock-outs, fires, acts of God, disasters, riots, unreasonable delays in
transportation, shortages of labor or material or any other cause beyond the
reasonable control of GRANTEE. GRANTEE further agrees that upon commencement
of construction, GRANTEE shall proceed with due diligence to complete all
improvements no later than twelve (12) months after commencement of
construction, subject to Unavoidable Delays. GRANTEE'S construction shall be
in a good and workmanlike manner and in substantial compliance with the
Construction Documents which have been approved by GRANTOR and with all
applicable laws and ordinances of governmental bodies having jurisdiction over
the Property.

In the event GRANTEE shall fail to commence construction within the time
period set forth above (or as may be extended by Unavoidable Delays), GRANTEE
agrees to use its best efforts to sell the Property to a bonafide purchaser
who will commit to commence development on the Property within a reasonable
period of time thereafter. If any buildings on the Property are under
construction for a period of more than twelve (12) months and GRANTEE is not
proceeding to complete construction with due diligence, or, in the event such
buildings have been constructed and are vacant and unoccupied for a period of
more than six (6) months, and in the event GRANTEE is failing to maintain the
Property, then upon written demand of GRANTOR, GRANTEE shall raze and remove
such buildings from the Property and shall landscape the Property in a sightly
manner consistent with the then-current landscaping standards at "Animas
Valley Mall".

C. GRANTEE'S INTENDED USE OF THE PROPERTY: GRANTEE warrants that as of the
date hereof its intended use of the Property is for a commercial bank with
drive-through facility and commercial office. GRANTEE agrees that for a
period of five (5) years from the date of recording of this deed the Property
shall be used only for a commercial bank with drive-through facility and
commercial office and for no other purpose, without the prior written consent
of GRANTOR, which consent shall not be unreasonably withheld.

D. GRANTOR'S RIGHT OF FIRST REFUSAL: In the event GRANTEE receives an
offer from an unrelated third party in an arms-length transaction ("bona fide
purchaser" or "BFP") to purchase the Property or any portion thereof prior to
the completion of GRANTEE'S intended improvements and the commencement of
GRANTEE'S intended business activities thereon ("Offer to Purchase"), GRANTOR
shall have the first right ("Right of First Refusal") to purchase the Property
or portion thereof upon the same terms and conditions as set forth in the
Offer to Purchase. When the Offer to Purchase the Property is made by a BFP
and is contemplated by GRANTEE, GRANTEE shall first offer the Property or
portion thereof to GRANTOR in writing and GRANTEE shall notify GRANTOR of (i)
the offer price of the Property or portion thereof, (ii) the terms and
conditions of the Offer to Purchase, and (iii) the proposed closing date with
respect thereto which shall not be less than thirty (30) days after the date
of GRANTEE'S notice to GRANTOR (the "Notice of First Refusal"). GRANTOR shall
have twenty-one (21) days from and after receipt of the Notice of First
Refusal to elect to purchase the Property or portion thereof substantially in
accordance with the terms and conditions of the Notice of First Refusal. In
the event GRANTEE does not receive GRANTOR'S written election to purchase the
Property within said twenty-one (21) day period, GRANTEE shall have the right
to negotiate and sell the Property or portion thereof to the BFP upon the same
terms and provisions set forth in the Notice of First Refusal. If GRANTEE and
the BFP do not consummate the sale and purchase on the terms set forth in the
Notice of First Refusal, GRANTOR shall again have the Right of First Refusal
with respect to any amended or modified terms agreed to with the prospective
purchaser, or any subsequent offer received by GRANTEE for the Property or
portion thereof.

GRANTOR shall not be entitled to any Right of First Refusal as set forth
in this Paragraph D with respect to (i) any sale/leaseback transaction; or
(ii) mortgage or other alternative financing arrangement with an institutional
lender conveying the Property as security (or foreclosure or deed in lieu of
foreclosure thereunder). In no event shall the Right of First Refusal extend
beyond the earlier to occur of: (a) ten (10) years after the recording date of
this deed; or (b) the completion of GRANTEE'S intended improvements and the
commencement of GRANTEE'S business activities on the Property.

E. GRANTEE'S RIGHT OF FIRST REFUSAL: The "GRANTEE'S First Refusal Term"
shall start on the recording date of this deed and shall end on the earlier to
occur (i) five (5) years after the recording date of this deed; or (ii) once
an Offer Notice has been given to GRANTEE. In the case of the latter, GRANTEE
agrees to execute and deliver to GRANTOR a release, in recordable form,
terminating this right. GRANTOR agrees that if at any time within the
GRANTEE'S First Refusal Term, GRANTOR desires to lease or sell space (the
"Other Space") in Animas Valley Mall (the "Center") the legal description of
which is set forth in Exhibit "B", to a financial institution (other than
GRANTEE) to use as a commercial bank facility, night depository and/or
automated teller machine(s) GRANTOR shall first deliver a notice (the "Office
Notice") to GRANTEE setting forth the terms upon which GRANTOR intends to
lease or sell, as the case may be, the Other Space to third parties. GRANTEE
shall then have a period of ten (10) business days after receipt of the Offer
Notice (the "Election Period") within which to elect to lease or purchase the
Other Space on the terms set forth in the Offer Notice, such election to be
made in a written notice delivered to GRANTOR within the Election Period. If
GRANTEE and GRANTOR fail to enter into a lease or purchase agreement for the
Other Space within thirty (30) days after such election, GRANTOR shall have
the right to lease or sell, as the case may be, the Other Space to another
party.

The right of first refusal as contained in this Paragraph E shall expire
and terminate with respect to all space in the Center and will be of no
further force and effect after the GRANTEE'S First Refusal Term ends.

F. Any notice which a party is required or desires to give under this Deed
shall be in writing and either personally delivered or sent by United States
certified mail, return receipt requested, addressed as follows:

IF TO GRANTOR:

Animas Valley Mall Associates
c/o JMB Retail Properties Co.
900 North Michigan Avenue
Chicago, Illinois 60611
Attn: Portfolio Manager

with a copy to:

JMB Retail Properties Co.
900 North Michigan Avenue
Chicago, Illinois 60611
Attn: Law Department

IF TO GRANTEE:

First National Bank of Farmington
100 East Broadway
Farmington, New Mexico 87401
Attn: President

Either party may designate a different address for itself by notice
similarly given. Notices shall be effective three business days after mailing
as aforesaid.

G. The rights and obligations of GRANTOR under this deed (except under
Paragraph D hereof) shall inure to the benefit of and shall bind GRANTOR, its
successors and assigns which acquire GRANTOR'S interest in and under Animas
Valley Mall Operating Agreement (defined in Exhibit "A" hereto).

If GRANTOR shall convey or otherwise transfer its interest under the
Animas Valley Mall Operating Agreement to another party, such other party
shall thereupon succeed to the rights and obligations of GRANTOR (except those
arising under Paragraph D hereof) and from and after the date of such
conveyance, the transferring grantor shall be free of all liabilities and
obligations.

The rights and obligations of GRANTOR under Paragraph D of this deed
shall inure to and shall bind GRANTOR, its successors and assigns which
acquire title to the Outparcel. If GRANTOR shall convey or otherwise transfer
its interest in the Outparcel to another party, such other party shall
thereupon succeed to the rights and obligations of GRANTOR under Paragraph D
of this deed, and from and after the date of such conveyance, the transferring
grantor shall be free of all liabilities and obligations.

H. Notwithstanding anything contain herein to the contrary, GRANTEE shall
not perform or permit any construction work to occur during the period
commencing the day of closing and ending on January 10, 1994.

I. GRANTEE, its successors and assigns shall pay to GRANTOR, it successors
and assigns an annual payment (the "Maintenance Contribution") as a
contribution for costs related to the maintenance and repair of the ring road
of the Center and common areas of the Center. The Maintenance Contribution
shall be $2,000.00 for the year 1994 and shall be prorated as of the date of
closing. Thereafter the Maintenance Contribution shall be increased as of
each January 1st by four percent (4%) per year commencing with January 1,
1995. The Maintenance Contribution shall be payable in monthly installments
without notice (or, upon notice from GRANTOR at its option, on a quarterly,
semi-annual or annual basis) in advance on the first day of each month (or
other period).

GRANTEE may not waive or otherwise escape liability for the Maintenance
Contribution by reason of non-use of the ring road, common areas or areas
remaining under control of GRANTOR or by reason of non-use or abandonment of
the Property. Any payment of the Maintenance Contribution which is not paid
when due shall bear interest from the date due at a rate of interest that is
four percent (4%) above the generally recognized "prime rate" (or equivalent
thereof) in effect in Farmington, New Mexico from time to time (unless such
rate is determined to exceed the highest rate allowed by law in which case the
interest rate shall be the highest rate allowed by law).

The Maintenance Contribution together with interest thereon, if any, and
costs of collection thereof (including reasonable attorneys' fees) shall be a
charge and continuing lien upon the Property. No sale or transfer of the
Property shall relieve GRANTEE from liability for any payments of the
Maintenance Contribution then due or from the lien thereof.

Nothing herein shall require GRANTOR to operate a ring road, common
areas or shopping center or other facility on the Center. If at any time
there is no road or facility across or on the Center which provides access
between the Property and the public highway abutting the Property, then the
Maintenance Contribution shall not be payable unless at some future time
access is again provided, in which case the Maintenance Contribution shall
again be payable as herein provided. If in the exercise of any of the
foregoing rights GRANTOR ceases to maintain or operate a road providing access
between the Property and one of the public roads surrounding the Center,
GRANTEE shall have the right to maintain and operate a paved road
providing such access at GRANTEE'S sole cost and expense at a location
and in a manner reasonably satisfactory to GRANTOR, provided that GRANTEE
shall notify GRANTOR in writing at least thirty (30) days in advance (except
in the case of emergencies) of any work GRANTEE intends to perform on the
Center in connection with the foregoing.

IN WITNESS WHEREOF, the said GRANTOR and GRANTEE have signed and sealed these
presents this 1st day of December, 1993.

GRANTOR:

ANIMAS VALLEY MALL ASSOCIATES,
an Illinois general partnership

BY: JMB INCOME PROPERTIES, LTD.-X,
an Illinois limited partnership
Managing Partner

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

BY: DOUGLAS J. WELKER
__________________________________
Douglas J. Welker

ITS: VICE PRESIDENT

STATE OF ILLINOIS )
)ss:
COUNTY OF COOK )

I, the undersigned, a Notary Public in and for said County, in the State
aforesaid, Do Hereby Certify that Douglas J. Welker, as Vice President of JMB
REALTY CORPORATION, a Delaware corporation, the Managing General Partner of
JMB INCOME PROPERTIES, LTD.-X, an Illinois limited partnership the Managing
Partner of ANIMAS VALLEY MALL ASSOCIATES, an Illinois general partnership,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such Vice President appeared before me this day in
person and acknowledged that he signed and delivered said instrument as his
free and voluntary act, and as the free and voluntary act of said corporation,
for the uses and purposes therein set forth.

Give under my hand and Notarial Seal this ____ day of ____________, 1993.

_______________________________________________
Notary Public

Commission Expiration:__________________________
<PAGE>
GRANTEE:

FIRST NATIONAL BANK OF FARMINGTON,
a national banking association

By: ________________________________________
James D. Rose

Its: Executive Vice President

ACKNOWLEDGEMENT

STATE OF New Mexico )
)ss:
COUNTY OF __________ )

I, the undersigned, a Notary Public in and for said County, in the State
aforesaid, Do Hereby Certify that James D. Rose as Executive Vice President of
First National Bank of Farmington, a national banking association are
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such Executive Vice President, he appeared before me
this day in person and acknowledged that he signed and delivered said
instrument as his free and voluntary act, and as the free and voluntary act of
said national banking association, for the uses and purposes therein set
forth.

Give under my hand and Notarial Seal this ____ day of ____________, 19_____.

_____________________________________________________
Notary Public

Commission Expiration:_______________________________

This instrument was prepared in Chicago, IL. by: Kathleen A. Furlong, Esq. of
Pircher, Nichols & Meeks, 900 North Michigan Avenue, #2860, Chicago, Illinois
60611. (312/915-3114)
<PAGE>
EXHIBIT A
TITLE EXCEPTIONS

1. Easements, rights, claims, terms or conditions arising from or created
by that certain Operating Agreement executed by Animas Valley Mall et al.
recorded in Book 911, Page 569 and Assignment thereof, recorded in Book 979,
Page 22 of the Records of San Juan County (said Operating Agreement, together
with all amendments and modifications thereof is called the "Animas Valley
Mall Operating Agreement").

2. Reservations contained in the Patent from the State of New Mexico
recorded in Book 295, Page 35 of the Records of said County; including title
to all of the oil, gas and other minerals and mineral substances, and all
rights privileges and easements appurtenant thereto.

3. Easements across said Lot as shown on the recorded subdivision plat.

4. Access to US 550 and English Road restrictions as set forth on the
recorded subdivision plat.

5. Right of first refusal for future financing as set forth in mortgage
recorded in Book 982, Page 576 of the Records of said County.

6. Underground telephone line right of way across the Easterly side and
overhead power line right of way across the most Northerly corner of said Lot,
as shown on the survey plat prepared by Cheney-Walters-Echols, Inc., dated
November 15th, 1993.

7. Taxes and assessments for the year 1994 as shown by Statement No. 20316
not yet due and payable and subsequent years.

EXHIBIT "B"
LEGAL DESCRIPTION OF ANIMAS VALLEY MALL

Lots 7 and 8 of a Replat of the Animas Valley Mall in the City of Farmington,
San Juan County, New Mexico as shown on Plat of survey filed for record in the
Office of the San Juan County Clerk on September 30, 1983 as Receiption No.
28550 and Recorded in the Plat Book/Page A-47.