FIRST AMENDMENT TO AGREEMENT OF SALE

     THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this 6 day of May, 1997, by and between AMBASSADOR VIII,
L.P., a Delaware limited partnership ("Purchaser") and PARK COLONY INVESTORS,
an Illinois limited partnership ("Seller").

                             W I T N E S S E T H:

     WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale, dated as of April 30, 1997, (the "Agreement"), pursuant to which
Purchaser has agreed to purchase and Seller has agreed to sell certain Property
(as defined in the Agreement) legally described and depicted on Exhibit A
attached to the Agreement; and

     WHEREAS, Seller and Purchaser desire to amend the Agreement in accordance
with the terms of this Amendment.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.   All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.

2.   The parties hereby agree to insert Schedule 16.2.4. (attached hereto as
Schedule 16.2.4.) into the Agreement.

3.   The service contract list attached hereto as Exhibit H is hereby
substituted into the Agreement, replacing the previous Exhibit H.
Notwithstanding Paragraph 9.2.3. of the Agreement, Purchaser agrees to assume
the service contracts shown on Exhibit H except for the following: Compleat
Resource Group, GE Capital - Rescom L.P. and Cintas Uniforms.  Seller shall be
solely responsible for any costs associated with the termination of any service
contracts that are not being assigned to, and assumed by, Purchaser at Closing.

4.   Seller agrees to give Purchaser a credit at Closing for the amount of any
upfront inducement fees that Seller has received in connection with the service
contract with Web Service Company that are attributable to the time period of
Purchaser's ownership of the Property.

5.   The second to last sentence of Paragraph 7.5.3. of the Agreement is hereby
deleted and the following sentence inserted in its place: "Seller shall not
apply any security deposit to rent due for any tenant unless such tenant shall
be in default under its lease, and in the event payment of rent more than one
month in advance is made by any tenant of the Property such payment shall be
fully disclosed to Purchaser and Purchaser shall receive a credit at Closing to
the extent such advance rent is attributable to any period of time after
Closing."
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6.   The deadline for Purchaser's right to terminate if Purchaser's board of
approval does not approve the transaction contemplated in the Agreement (as set
forth in Paragraph 7.1 of the Agreement) is hereby extended from May 7, 1997,
until 5:00 p.m. Chicago time on May 9, 1997.  If written notice of such
termination is not received by Seller prior to 5:00 p.m. Chicago time on May 9,
1997, then the right of Purchaser to terminate the Agreement pursuant to
Paragraph 7.1 of the Agreement shall be waived.  

7.   Except as amended hereby, the Agreement shall be and remain unchanged and
in full force and effect in accordance with its terms.

8.   This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken together shall constitute one
and the same instrument.  To facilitate the execution of this Amendment, Seller
and Purchaser may execute and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an "original" for all
purposes. 

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.

                         PURCHASER:

                         AMBASSADOR VIII, L.P., a Delaware limited
                         partnership 

                         By:  Ambassador Apartments, Inc.,
                              a Maryland corporation

                              By:   /s/ Adam D. Peterson
                                   ------------------------------------
                              Name:     Adam D. Peterson
                                   ------------------------------------
                              Its:      Executive Vice President
                                   ------------------------------------

                         SELLER:

                         PARK COLONY INVESTORS,
                         an Illinois limited partnership

                         By:  Balcor Partners-84II, Inc.,
                              a Delaware corporation, its general partner

                              By:   /s/ Jerry M. Ogle
                                   -------------------------------------
                              Name:     Jerry M. Ogle
                                   -------------------------------------
                              Its:      Managing Director and Secretary
                                   -------------------------------------
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