REINSTATEMENT OF, AND FIRST AMENDMENT TO,
                    AGREEMENT OF SALE AND ESCROW AGREEMENT

     THIS REINSTATEMENT OF, AND FIRST AMENDMENT TO, AGREEMENT OF SALE AND
ESCROW AGREEMENT (this "First Amendment"), is entered into as of the ____ day
of October, 1996, by and between GREENWALD PARTNERS LIMITED PARTNERSHIP, an
Illinois limited partnership ("Seller"), SOUTHERN PROPERTIES FUND, INC., a
Florida corporation (the "Purchaser"), and FIRST AMERICAN TITLE INSURANCE
COMPANY (the "Escrow Agent").

                             W I T N E S S E T H:

     WHEREAS, Purchaser and Seller entered into that certain Agreement of Sale
dated as of August 29, 1996 (the "Agreement"), for the purchase and sale of
certain real property located in Orlando, Florida and commonly known as Walden
Green Apartments (the "Property").

     WHEREAS, Purchaser, Seller and Escrow Agent entered into that certain
Escrow Agreement dated as of September 6, 1996 (the "Escrow Agreement"), which
provided for the holding and disposition of the Earnest Money deposited by
Purchaser pursuant to the Agreement by Escrow Agent.

     WHEREAS, Purchaser has heretofore delivered to Seller and Escrow Agent a
Due Diligence Termination Notice dated September 26, 1996 (the "Termination
Notice"), terminating the Agreement.

     WHEREAS, Purchaser and Seller desire to reinstate and amend the Agreement
upon the terms and conditions more fully set forth herein.

     WHEREAS, Purchaser and Seller desire to reinstate the Escrow Agreement to
provide for the holding and disposition of the Earnest Money heretofore
deposited by Purchaser with Escrow Agent.

     WHEREAS, Escrow Agent has agreed to enter into this First Amendment to
acknowledge its continuing obligations to hold and distribute the Earnest Money
in accordance with the terms and provisions of the Escrow Agreement as modified
hereby.

     NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereby as
agree as follows:

     1.   The Agreement is hereby reinstated and shall remain in full force and
effect as if the Termination Notice had not been delivered, except that the
Agreement shall be modified by the terms and conditions hereinafter set forth.

     2.   Purchaser hereby acknowledges that the Inspection Period has expired
and hereby waives its right to terminate the Agreement pursuant to Paragraph
7.1 thereof.

     3.   The reference to "Seven Million One Hundred Thousand and No/100
Dollars ($7,100,000.00)" contained in the second line of Paragraph 1 is hereby
deleted and inserted in lieu thereof is the following:  "Six Million Five
Hundred Ninety Thousand and No/100 Dollars ($6,590,000.00)".
<PAGE>
     4.   Paragraph 2.2 of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:  "Upon the reinstatement of this
Agreement in accordance with that certain Reinstatement of, and First Amendment
to, Agreement of Sale and Escrow Agreement by and among Purchaser, Seller and
First American Title Insurance Company (the "First Amendment"), the sum of One
Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the "Additional
Earnest Money", and together with the Initial Earnest Money, the "Earnest
Money"), to be held in escrow by and in accordance with the provisions of the
Escrow Agreement, as amended by the First Amendment."

     5.   The first sentence of Paragraph 8 of the Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:  "Subject to the
provisions contained in this Agreement, the closing of this transaction (the
"Closing") shall be held on November 15, 1996 (the "Closing Date"), at the
office of Title Agent, at which time Seller shall deliver the Deed and all
other closing documents, as well as possession of the Property, to Purchaser;
provided, however, that Purchaser shall have the right to extend the Closing
Date to a date on or before December 15, 1996 by providing written notice to
Seller and Escrow Agent on or before 5:00 p.m. on November 5, 1996.  In the
event that Purchaser elects to extend the Closing Date, Purchaser shall deliver
to Escrow Agent the sum of One Hundred Thousand and No/100 Dollars
($100,000.00) as an additional earnest money deposit to be credited against the
Purchase Price at Closing."

     6.   The third sentence of Paragraph 21 of the Agreement is deleted in its
entirety and the following is inserted in lieu thereof:  "Seller agrees not to
enter into any other service contracts affecting the Property which cannot be
terminated on thirty (30) days' prior written notice without a termination
fee."

     7.   Paragraph 2 of the Escrow Agreement is hereby deleted in its
entirety.

     8.   Paragraph 3 of the Escrow Agreement is hereby deleted in its entirety
and the following is inserted in lieu thereof:  "Upon the reinstatement of this
Agreement in accordance with that certain Reinstatement of, and First Amendment
to, Agreement of Sale and Escrow Agreement by and among Purchaser, Seller and
First American Title Insurance Company (the "First Amendment"), Purchaser shall
deliver to Escrow Agent the sum of One Hundred Fifty Thousand and No/100
Dollars ($150,000.00) (the "Additional Earnest Money", and together with the
Initial Earnest Money, the "Earnest Money"); provided, however, that Purchaser
shall have the right to extend the Closing Date to a date on or before December
15, 1996 by providing written notice to Seller and Escrow Agent on or before
5:00 p.m. on November 5, 1996.  In the event that Purchaser elects to extend
the Closing Date, Purchaser shall deliver to Escrow Agent the sum of One
Hundred Thousand and No/100 Dollars ($100,000.00) as an additional earnest
money deposit to be credited against the Purchase Price at Closing."

     9.   The first sentence of Paragraph 4 of the Escrow Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:  "On
November 15, 1996 or at such other date as Seller and Purchaser may, in
writing, advise Escrow Agent is the applicable closing date (the "Closing
Date"), Escrow Agent shall deliver all funds then held in the escrow to
Seller."
<PAGE>
     10.  Except as amended and modified hereby, each of the Agreement and the
Escrow Agreement shall be and remain unmodified and in full force and effect in
accordance with its terms, and each and every one of its provisions, as amended
and modified by this First Amendment, are hereby adopted, ratified and
affirmed.  In the event of any conflict between the Agreement or the Escrow
Agreement and this First Amendment, the terms, conditions and provisions hereof
shall govern.

     11.  This First Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which, when taken
together, shall constitute one and the same instrument.

     12.  All defined terms used but not otherwise defined in this First
Amendment shall have the meanings ascribed thereto in the Agreement and/or the
Escrow Agreement, as applicable.

     13.  All references in this First Amendment to "this Agreement" or "this
Escrow Agreement shall include this First Amendment, as applicable.





                           [EXECUTION PAGE FOLLOWS]
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their authorized representatives as of the day and year first
above written.

                              PURCHASER:

                              SOUTHERN PROPERTIES FUND, INC., a Florida
                              corporation

                              By:
                                   -------------------------------------
                              Name:
                                   -------------------------------------
                              Its:
                                   -------------------------------------


                              SELLER:

                              GREENWALD PARTNERS LIMITED PARTNERSHIP, an
                              Illinois limited partnership

                              By:  Greenwald Partners, Inc., an Illinois
                                   corporation

                                   By:
                                        ---------------------------------
                                   Name:
                                        ---------------------------------
                                   Its:
                                        ---------------------------------

ESCROW AGENT:

FIRST AMERICAN TITLE INSURANCE
COMPANY


By:
     --------------------------
Name:
     --------------------------
Its:      Authorized Agent
<PAGE>