FIRST AMENDMENT TO AGREEMENT
                         OF SALE AND ESCROW AGREEMENT

     THIS FIRST  AMENDMENT (the  "First Amendment")  TO AGREEMENT  OF SALE  AND
ESCROW AGREEMENT is entered into as of June 19, 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 for the purchase and sale of the apartment project known as Canyon  Pointe
Apartments, San Antonio, Texas.

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

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

          1.  The Inspection Period is  hereby extended from 5:00 P.M.
     Chicago  time on June 20, 1997 to 5:00 P.M. Chicago time on July 7, 1997.

          2.  The  Closing Date is  hereby changed from  July 1, 1997  to
     August  1, 1997.  However, if Lender demands a prepayment premium for
     paying off the First Note on August 1, 1997, Seller shall have the right
     to extend the Closing  Date to September 1, 1997.

          3.  Seller and Purchaser agree that Purchaser will not be taking 
     title to the Property subject to the First Mortgage  and First Note and
     that the  amount due Lender  thereunder  will  be  paid  to Lender  on
     the  Closing  Date,  and therefore:

               (a)  Paragraph 2.2, Paragraph 3, and the reference to  "interest
                    on the First  Note" and "escrows  and/or impounds held
                    by the Lender" in Paragraph 13.1 are hereby deleted from
                    the Agreement; and

               (b)  The amount  to  be wired  in immediately  available  funds
                    adjusted in accordance with prorations under Paragraph
                    2.3 is changed from $1,374,000.00 to $6,450,000.00

          4.  Paragraph 4 of the Escrow Agreement is hereby deleted.

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

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

          7.    This  First  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.
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     IN WITNESS WHEREOF, 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
                                 ----------------------------

                         ACKNOWLEDGED BY ESCROW AGENT:

                         CHARTER TITLE COMPANY

                         By:  /s/ F. C. Stolle
                                 -----------------------------
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