SECOND AMENDMENT TO AGREEMENT 
                         OF SALE AND ESCROW AGREEMENT

     THIS SECOND AMENDMENT (the  "Second Amendment") TO  AGREEMENT OF SALE  AND
ESCROW AGREEMENT is entered into as of July 2nd, 1997, by and between CHURCHILL
FORGE, INC.,  a  Massachusetts  corporation  ("Purchaser"),  and  VALLEY  POINT
PARTNERS LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").

                                   RECITALS

     A.  Purchaser  and Seller hereto  have entered into  an Agreement of  Sale
("Agreement") and Escrow  Agreement ("Escrow Agreement"),  both dated June  11,
1997 as amended by that certain First Amendment to Agreement of Sale and Escrow
Agreement dated  June 19,  1997 for  the  purchase and  sale of  the  apartment
project known as Canyon Point Apartments, San Antonio, Texas.

     B.  Purchaser and Seller now wish  to further amend the Agreement and  the
Escrow Agreement.

     NOW, THEREFORE,  the Agreement  and the  Escrow Agreement  are amended  as
follows:

          1.  The Purchase Price is hereby changed from Six Million Six Hundred
     Thousand and No/100 Dollars ($6,600,000.00) to Six Million Three Hundred 
     Thousand and No/100 Dollars ($6,300,000.00)

          2.  The schedule of Personal Property attached as Exhibit "B" to the 
     Agreement is hereby deleted and in its place, the schedule of Personal 
     Property attached hereto as "Exhibit 1" is hereby inserted.

          3.  Purchaser hereby acknowledges and agrees that:

               (a) It has accepted all matters shown on the survey dated March 
                   23, 1992 and revised on June 17, 1997 made by Daniel E. 
                   Snell, Registered Professional Land Surveyor No. 4612;

               (b) It has accepted as Permitted Exceptions the exceptions 
                   shown as items 5 through 24 on the commitment for title 
                   insurance issued by the Title Insurer dated June 30, 1997, 
                   file number 97260014;

               (c) It has completed its inspection of the Property under    
                   Paragraph 8 of the Agreement, and hereby acknowledges its 
                   acceptance of same;

               (d) It is accepting title to the Property without the 
                   requirement of any further subdivision platting of same and 
                   agrees that it is assuming all rights and any costs that may
                   arise or be incurred as a result of any state, municipal, or
                   local law, rule or ordinance requiring at any time the 
                   preparation and/or recording of a subdivision plat for the 
                   property; and
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               (e) It has reviewed all service contracts described in the 
                   Agreement and agrees to accept the assignment and assumption
                   of any of same which Seller is unable to cancel at no cost 
                   or expense to Seller on the Closing Date.

          4.  The Inspection Period is hereby terminated and from and after the
     date hereof, Purchaser shall not have the right to terminate the Agreement
     pursuant to Paragraph 8.2 of the Agreement.

          5.  Paragraph 3 of the Escrow Agreement is hereby deleted.

          6.  Except as modified herein, all other terms and conditions of the 
     Agreement and the Escrow Agreement remain in full force and effect.

          7.  All capitalized terms used herein shall have the same meaning as 
     in the Agreement and Escrow Agreement.

          8.  This Second Amendment may be executed in multiple facsimile 
     counterparts, each of which shall be deemed an original, but all of which 
     shall constitute one and the same instrument.<PAGE>



     IN WITNESS HEREOF, the parties hereto have  put their hand and seal as  of
the date first set forth above.

                         PURCHASER:

                         CHURCHILL FORGE, INC., a
                         Massachusetts corporation

                         By:  /s/ Frank M. Resnek
                                ------------------
                         Its:   President

                         SELLER:

                         VALLEY POINT PARTNERS LIMITED
                         PARTNERSHIP, an Illinois limited
                         partnership

                         By:  Valley Point Partners, Inc.,
                                  an Illinois corporation,
                                  the general partner

                         By:  /s/ Michael J. Becker   
                                -----------------------
                                  Michael J. Becker, its Managing Director

                         ACKNOWLEDGED BY ESCROW AGENT:

                         CHARTER TITLE COMPANY

                         By:  
                               ------------------------
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