NOTICE OF DISAPPROVAL

September 6, 1996

VIA FACSIMILE AND 
CERTIFIED MAIL

Valley Point Partners    The Balcor Company       Daniel J. Perlman, Esq.
Limited Partnership      2355 Waukegan Road       Katten Muchin & Zavis
c/o The Balcor Company   Suite A200               Suite 2100
2355 Waukegan Road       Bannockburn, IL  60015   525 W. Monroe Street
Suite A200               Attn: Alan G. Lieberman  Chicago, IL  60661
Bannockburn, IL  60015
Attn:  Ilona Adams

     Re:  Agreement of Sale, dated as of the 2nd day of August, 1996 
          (the "Agreement") between Valley Point Partners Limited Partnership, 
          as Seller, and ERP Operating Limited Partnership, as Purchaser, for 
          the purchase of Canyon Point Apartments, San Antonio, Texas (the 
          "Property").

Dear Ms. Adams and Messrs. Lieberman and Perlman:

     Pursuant to Section 16(C) of the Agreement, we hereby give you notice that
we disapprove the Documents and the condition of the Property and as the
Property is unsuitable for our purposes, we are hereby terminating the
Agreement and all rights and obligations of the Seller and Purchaser
thereunder.  By execution of this Notice of Disapproval, we are hereby
authorizing and directing Partners Title Company, as Escrow Agent, to disburse
the Earnest Money, plus all accrued interest, to us via the attached wire
instructions.

                         ERP OPERATING LIMITED PARTNERSHIP,
                         an Illinois limited partnership

                         By:  Equity Residential Properties Trust,
                              a Maryland Real Estate Investment Trust,
                              its general partner

                         By:   /s/ Lori P. Shelsted
                              ------------------------------------
                                   Lori P. Shelsted
                                   Vice President
<PAGE>
Seller's Authorization for Release of Earnest Money
to Purchaser gived this 6th day of September, 1996

VALLEY POINT PARTNERS LIMITED PARTNERSHIP, an Illinois 
limited partnership

By: Valley Point Partners, Inc., an Illinois corporation
 
     By:  /s/ James E. Mendelson
          ------------------------------------
     Name:    James E. Mendelson
     Title:   Authorized Rep.


NOTICE OF TERMINATION

State of Illinois   )
                    )   SS.
County of Cook      )

     The undersigned, having been first duly sworn, does hereby affirm, depose
and state that the undersigned is terminating tht certain Agreement of Sale
between the undersigned and Valley Point Partners Limited Partnership in
accordance with its terms for the following reasons.

     Purchaser is terminating the Agreement of Sale pursuant to Section 16 (C)
thereof.

     The undersigned demands return of all earnest money deposited under the
Agreement pursuant to its right therein.

     IN WITNESS WHEREOF, the undersigned has executed this Affidavit on this
6th day of September, 1996.

                              ERP OPERATING LIMITED PARTNERSHIP, 
                              an Illinois limited partnership

                              By:  /s/ Lori P. Shelsted
                                   --------------------------------------
                              Name:    Lori P. Shelsted
                              Title:   Vice President


Subscribed and sworn to before me, a Notary
Public in and for said County and State.

 /s/ Deborah A. Slepawic
----------------------------------
     Notary Public

     SEAL
<PAGE>