EXHIBIT 10-W
------------
(Manhattan)
ALLONGE TO DEMAND NOTE
----------------------
Reference is made to that certain Demand Note, dated as March 25,
1993 (the "Note"), made by JMB/Manhattan Associates, Ltd., an Illinois
limited partnership ("Manhattan"), in favor or Carlyle Managers, Inc., a
Delaware corporation ("Investors"), in the original principal amount of
$600,000.
In consideration for the return of capital made by Investors to
Manhattan as of the date hereof in the amount of $400,000, the undersigned
hereby reduces the outstanding principal balance of the Note to $200,000.
Such reduction shall not serve to reduce or cancel any accrued and unpaid
interest which may be outstanding on the Note.
This Allonge shall be attached to and become a part of the Note.
Dated as October 31, 1996. CARLYLE MANAGERS, INC.,
a Delaware corporation
By:
____________________
Its:
____________________
Acknowledged and Agreed:
JMB/MANHATTAN ASSOCIATES, LTD.,
an Illinois limited partnership
By: JMB/MANHATTAN INVESTORS, INC.,
an Illinois corporation,
Corporate General Partner
By:
____________________
Its:
____________________
