AGREEMENT OF SALE

     THIS AGREEMENT OF SALE (this "Agreement"), is entered into as of the 30
day of April, 1997, by and between AMBASSADOR VIII, L.P., a Delaware limited
partnership ("Purchaser"), and PARK COLONY INVESTORS, an Illinois limited
partnership and ("Seller").

                             W I T N E S S E T H:

1.   PURCHASE AND SALE.  Purchaser agrees to purchase and Seller agrees to sell
at the price of Fourteen Million Five Hundred Thousand and No/100 Dollars
($14,500,000.00) (the "Purchase Price"), that certain property commonly known
as Park Colony Apartments, Atlanta, Georgia legally described on Exhibit A
attached hereto (the "Property"). The Property shall include:

     1.1. All of the land situated in Atlanta, Georgia described on Exhibit A,
together with all of the rights, privileges, profits, easements and
appurtenances belonging or appertaining to such land, including, without
limitation, any right, title and interest in and to streets, alleys, open or
proposed roads, and rights-of-way adjacent to such land and all right, title
and interest of Seller, if any, in and to any award made or to be made in lieu
thereof and in any grade of street or otherwise and in any water, sewer and
utility pipes of and facilities in or appurtenant thereto and all inchoate
rights, if any, including without limitation, inchoate rights of adverse
possession (such land and all such rights, privileges, easements and
appurtenances are collectively referred to herein as the "Land").

     1.2. The 352 unit apartment complex, ancillary parking lots, and any and
all other improvements and structures located on, over, under or in the Land
and any and all fixtures, facilities and other property attached to such
improvements or structures (hereinafter collectively called the
"Improvements").  The Land and Improvements are collectively referred to as the
"Real Estate".

     1.3. The personal property set forth on Exhibit B attached hereto (the
"Personal Property"), together with Seller's right, title and interest, if any,
in fixtures and other personal and tangible property or interests therein owned
by Seller located at the Property, including, but not limited to, in the
heating, sprinkler, plumbing, air conditioning and ventilation systems,
furniture, appliances, blinds, offices, equipment and furniture, supplies,
replacements, computer hardware, machinery, tools, equipment and any other
personal property or interest therein owned by Seller located on the Real
Estate or any portion thereof between the date hereof and the Closing Date
(hereinafter defined), or used in connection with the ownership, operation
management or use of the Real Estate or any portion thereof (collectively,
"Personal Property Rights"), specifically excluding from the definitions of
Personal Property and Personal Property Rights all computer software owned by
Seller or used in connection with the Real Estate.
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     1.4. To the extent transferrable, all of Seller's right, title and
interest, if any, in any intangible property or interest therein owned or held
by Seller between the date hereof and the Closing Date in connection with the
Real Estate (or any portion thereof), the Personal Property or any business or
businesses conducted by Seller on the Real Estate (or any portion thereof), in
connection with the ownership, operation or use thereof, including (1) any
trade style or trade name or mark and telephone and facsimile numbers used in
connection with the Real Estate; (2) any contract rights to the Service
Contracts (hereinafter defined); (3) all "as-built" plans and specifications
and other construction drawings of any type in Seller's possession relating to
the Real Estate; (4) all booklets and manuals, utility contracts, guarantees
and warranties (including guarantees and warranties pertaining to the
construction of the Improvements or pertaining to the acquisition of the Real
Estate (or any portion thereof) or any Personal Property; (5) all licenses and
other governmental permits, approvals and permissions (including, without
limitation, certificates of occupancy) relating to the Real Estate (or any
portion thereof) or the ownership, operation or use thereof and (6) all
non-proprietary tests, studies and reports prepared by third parties which are
in Seller's possession relating to the Real Estate (all of the forgoing are
collectively referred to as the "Intangible Property").

     1.5. All leases, occupancy, license or concession agreements for any units
or space in the Improvements or any portion of the Real Estate (each, a "Lease"
and collectively, the "Leases");

2.   PURCHASE PRICE.  The Purchase Price shall be paid by Purchaser as follows:

     2.1. Upon the execution of this Agreement, the sum of Three Hundred
Thousand and No/100 Dollars ($300,000.00) (the "Earnest Money") to be held in
escrow by and in accordance with the provisions of the Escrow Agreement
("Escrow Agreement") attached hereto as Exhibit C.  Notwithstanding anything to
the contrary set forth in this Agreement or any Exhibit, all interest on the
Earnest Money shall accrue for the benefit of the party to whom the Earnest
Money is payable; and

     2.2. On the "Closing Date" (hereinafter defined), subject to the
satisfaction or waiver of the conditions for closing set forth in this
Agreement, the balance of the Purchase Price (i.e., $14,500,000.00 less the
amount of the Earnest Money, adjusted in accordance with the prorations), by
federally wired "immediately available" funds, on or before 11:00 a.m Chicago
time.

3.   TITLE COMMITMENT AND SURVEY.

     3.1. Attached hereto as Exhibit D is a copy of a title commitment for an
owner's standard title insurance policy issued by Charter Title Company (the
"Title Issuer") dated February 14, 1997 for the Property (the "Title
Commitment").  For purposes of this Agreement, "Permitted Exceptions" shall
mean: (a) the general printed exceptions contained in the standard title policy
to be issued by Title Insurer based on the Title Commitment; (b) general real
estate taxes, association assessments, special assessments, special district
taxes and related charges not yet due and payable; (c) matters shown on the
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"Survey" (hereinafter defined); (d) matters caused by the actions of Purchaser;
(e) the title exceptions set forth in Schedule B - Section 2 of the Title
Commitment as Numbers 1 through 5 inclusive and Numbers 11 and 12; and (f)
those Leases set forth in the Rent Roll (hereinafter defined) delivered
pursuant to the provisions of Paragraph 7.1 that have not expired or been
sooner terminated as of the date of Closing and any additional tenant leases
entered into after the date of the Rent Roll in accordance with the provisions
of this Agreement, all as tenants only.  All other exceptions to title shall be
referred to as "Unpermitted Exceptions".  The Title Commitment shall be
conclusive evidence of good title as therein shown as to all matters to be
insured by the title policy, subject only to the exceptions therein stated.  On
the Closing Date, Title Insurer shall deliver to Purchaser a single Georgia
standard title policy in conformance with the previously delivered Title
Commitments, subject to Permitted Exceptions and Unpermitted Exceptions, if
any, waived by Purchaser (the "Title Policy").  Seller and Purchaser shall each
pay for one-half of the costs of the Title Commitment and Title Policy
(including all search and exam fees), and Purchaser shall pay for the cost of
any endorsements to, or extended coverage on, the Title Policy, including,
without limitation, modification of the printed survey exception.

     3.2. Purchaser has received a survey of the Property prepared by
Construction Engineering Assoc. dated July 19, 1984 and most recently updated
July 17, 1996 (the "Survey").  Seller and Purchaser shall each pay for one-half
of the cost of updating the Survey.  Purchaser hereby acknowledges that all
matters disclosed by the Survey are acceptable to Purchaser.

     3.3. The obligation of Purchaser to pay various costs set forth in
Paragraphs 3.1 and 3.2 shall not survive the termination of this Agreement.

     3.4. Seller will furnish Purchaser searches, dated not more than 2 weeks
prior to the Closing Date, of all Uniform Commercial Code financing statements
and tax liens (including, without limitation, Tangible Taxes) related to the
Property filed against Seller, as debtor, with the appropriate public officials
of the States of Georgia and Illinois and the appropriate public officials
(including land records) of Gwinett County, Georgia (the "Searches").

4.   PAYMENT OF CLOSING COSTS.

     4.1. In addition to the costs set forth in Paragraphs 3.1 and 3.2,
Purchaser and Seller shall each pay for one-half of the transfer tax associated
with the sale, as well as for one-half of the costs of the documentary stamps
to be paid with reference to the "Deed" (hereinafter defined) and all other
stamps, intangible, mortgage documentary, recording, sales tax and surtax
imposed by law with reference to any other sale documents delivered in
connection with the sale of the Property to Purchaser and all other charges of
the Title Insurer in connection with this transaction not otherwise provided
for elsewhere in this Agreement.  Seller shall pay for any and all prepayment
penalties and yield maintenance fees associated with the payoff of all existing
mortgage financing on the Property.
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5.   CONDITION OF TITLE.

     5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the
Title Commitment discloses any new Unpermitted Exception, Seller shall have
thirty (30) days from the date of the date-down to the Title Commitment, at
Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions
which, in the aggregate, do not exceed $50,000.00 (a "Minor Unpermitted
Exception"), removed from the Title Commitment or to have the Title Insurer
commit to insure against loss or damage that may be occasioned by such
Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond
over, cure and/or have any Unpermitted Exceptions which, in the aggregate,
exceed $50,000.00, removed from the Title Commitment or to have the Title
Insurer commit to insure against loss or damage that may be occasioned by such
Unpermitted Exceptions as reasonably satisfactory to Purchaser.  In such event,
the time of Closing shall be delayed, if necessary, to give effect to said
aforementioned time periods, but in no event may Closing be extended more than
2 business days after the thirty (30) day period.  If Seller fails to cure or
have said Unpermitted Exception removed or have the Title Insurer commit to
insure as specified above within said thirty (30) day period or if Seller
elects not to exercise its rights under  (ii)  in the preceding sentence,
Purchaser may terminate this Agreement upon notice to Seller within five (5)
days after the expiration of said thirty (30) day period; provided, however,
and notwithstanding anything contained herein to the contrary, if the
Unpermitted Exception which gives rise to Purchaser's right to terminate was
recorded against the Property as a result of the affirmative, willful action of
Seller (and not by an unrelated third party) which prevents the sale of the
Property in accordance with the terms hereof or if Seller is able to bond over,
cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000
or the Title Insurer is willing to insure over a Minor Unpermitted Exception
for a cost not to exceed $50,000 in accordance with the terms hereof and Seller
fails to expend said funds in either case, then Purchaser shall have the
additional rights contained in Paragraph  herein.  Absent notice from Purchaser
to Seller in accordance with the preceding sentence, Purchaser shall be deemed
to have elected to take title subject to said Unpermitted Exception.  If
Purchaser terminates this Agreement in accordance with the terms of this
Paragraph 5.1, this Agreement shall become null and void without further action
of the parties and all Earnest Money theretofore deposited into the escrow by
Purchaser together with any interest accrued thereon, shall be returned to
Purchaser, and neither party shall have any further liability to the other,
except for Purchaser's obligation to indemnify Seller and restore the Property,
as more fully set forth in Paragraph 7.

     5.2. Seller agrees to convey fee simple title to the Real Estate to
Purchaser by limited warranty deed (the "Deed") in recordable form subject only
to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

6.   CONDEMNATION, EMINENT DOMAIN, DAMAGE AND CASUALTY.

     6.1. Except as provided in the indemnity provisions contained in Paragraph
7.1 of this Agreement, Seller shall bear all risk of loss with respect to the
Property up to the earlier of the dates upon which either possession or title
is transferred to Purchaser in accordance with this Agreement.  Notwithstanding
the foregoing, in the event of damage to the Property by fire or other casualty
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prior to the Closing Date, repair of which would cost less than or equal to
$100,000.00 (as initially determined by Seller in good faith and as reasonably
acceptable to Purchaser) Purchaser shall not have the right to terminate its
obligations under this Agreement by reason thereof, but Purchaser shall have
the right to elect (i) to require Seller to repair and restore the Property (in
which case the Closing Date shall be extended until completion of such
restoration, which completion shall be diligently pursued in a good and
workmanlike manner), (ii) to require Seller to assign and transfer to Purchaser
on the Closing Date all of Seller's right, title and interest in and to all
insurance proceeds paid or payable to Seller on account of such fire or
casualty, or (iii) or to take title to the Property in accordance with the
terms of this Agreement, with an abatement of the Purchase Price in the amount
agreed to by Seller and Purchaser, as described above and without an assignment
or transfer of insurance proceeds.  Seller shall promptly notify Purchaser in
writing of any such fire or other casualty and Seller's determination of the
cost to repair the damage caused thereby.  In the event of damage to the
Property by fire or other casualty prior to the Closing Date, repair of which
would cost in excess of $100,000.00 (as initially determined by Seller in good
faith and as reasonably acceptable to Purchaser), then this Agreement may be
terminated at the option of Purchaser, which option shall be exercised, if at
all, by Purchaser's written notice thereof to Seller within five (5) business
days after Purchaser receives written notice of such fire or other casualty and
Seller's determination of the amount of such damages, and upon the exercise of
such option by Purchaser this Agreement shall become null and void, the Earnest
Money deposited by Purchaser shall be returned to Purchaser together with
interest thereon, and neither party shall have any further liability or
obligations hereunder.  In the event that Purchaser does not exercise the
option set forth in the preceding sentence, the Closing shall take place on the
Closing Date and Seller shall assign and transfer to Purchaser on the Closing
Date all of Seller's right, title and interest in and to all insurance proceeds
paid or payable to Seller on account of the fire or casualty.  In the event
that in accordance with the foregoing provisions the insurance proceeds paid or
payable to Seller are assigned and transferred to Purchaser, (a) Seller shall
pay directly to Purchaser the amount of any deductible, and (b) Seller agrees
to cooperate with Purchaser, at no expense or liability to Seller, in enforcing
any rights under Seller's insurance policies, which obligations shall survive
the Closing and delivery of the Deed.

     6.2. If between the date of this Agreement and the Closing Date, any
condemnation or eminent domain proceedings are initiated which might result in
the taking of any part of the Property or the taking or closing of any right of
access to the Property, Seller shall immediately notify Purchaser of such
occurrence.  In the event that, in the opinion of Purchaser, the taking of any
part of the Property may: (i) impair access to the Property; (ii) cause any
non-compliance with any applicable law, ordinance, rule or regulation of any
federal, state or local authority or governmental agencies having jurisdiction
over the Property or any portion thereof; or (iii) adversely impair the use of
the Property as it is currently being operated or used (hereinafter
collectively referred to as a "Condemnation Event"), Purchaser may:

          6.2.1.    terminate this Agreement by written notice to Seller, in
which event the Earnest Money deposited by Purchaser, together with interest
thereon, shall be returned to Purchaser and all rights and obligations of the
parties hereunder with respect to the closing of this transaction will cease;
or
<PAGE>
          6.2.2.    proceed with the Closing, in which event Seller shall
assign to Purchaser all of Seller's right, title and interest in and to any
award made in connection with such condemnation or eminent domain proceedings,
whether prior to or at Closing.

     6.3. Purchaser shall then notify Seller, within ten (10) business days
after Purchaser's receipt of Seller's notice, whether Purchaser elects to
exercise its rights under Paragraph 6.2.1 or Paragraph 6.2.2.  Closing shall be
delayed, if necessary, until Purchaser makes such election.  If Purchaser fails
to make an election within such ten (10) business day period, Purchaser shall
be deemed to have elected to exercise its rights under Paragraph 6.2.1.  If
between the date of this Agreement and the Closing Date, any condemnation or
eminent domain proceedings are initiated which do not constitute a Condemnation
Event, Purchaser shall be required to proceed with the Closing, in which event
Seller shall assign to Purchaser all of Seller's right, title and interest in
and to any award made in connection with such condemnation or eminent domain
proceedings.  In the event that Purchaser exercises its rights under Paragraph
6.2.2, Seller agrees to cooperate with Purchaser, at no expense or liability to
Seller, in enforcing any right in and to any award made in connection with a
condemnation or eminent domain proceeding.  In no event shall Seller agree to
settle any claim without the prior written consent of Purchaser.  Such
obligations shall survive the Closing and delivery of the Deed.

7.   INSPECTION AND AS-IS CONDITION.

     7.1. During the period commencing on March 10, 1997, and ending at 5:00
p.m. Chicago time on April 10, 1997 (said period being herein referred to as
the "Inspection Period"), Purchaser and the agents, engineers, employees,
contractors and surveyors retained by Purchaser may enter upon the Property, to
inspect the Property, including a review, audit, transcription or copy of
leases, books and records, cash deposit ledgers and maintenance logs maintained
at the Property, and to conduct and prepare such studies, tests and surveys as
Purchaser may deem reasonably necessary and appropriate.  Purchaser may
continue to enter upon the Property after the termination of the Inspection
Period.  In connection with Purchaser's review of the Property, Seller has
delivered to Purchaser copies of the current rent roll for the Property, the
tax and insurance bills for the last 3 years, utility account numbers, service
contracts, unaudited year-end 1995 and 1996, and year-to-date 1997 operating
statements.  Furthermore, if the following are reasonably available to Seller,
Seller shall deliver to Purchaser plans and specifications.  

     All of the foregoing tests, investigations and studies to be conducted
under this Paragraph 7.1 by Purchaser are at Purchaser's sole cost and expense
and Purchaser shall restore the Property to the condition existing prior to the
performance of such tests or investigations by or on behalf of Purchaser.
Purchaser shall defend, indemnify and hold Seller and any affiliate, parent of
Seller, and all shareholders, employees, officers and directors of Seller or
Seller's affiliate or parent (hereinafter collectively referred to as
"Affiliate of Seller") harmless from any and all liability, cost and expense
(including without limitation, reasonable attorney's fees, court costs and
costs of appeal) suffered or incurred by Seller or Affiliates of Seller for
injury to persons or property caused by Purchaser's investigations and
<PAGE>
inspection of the Property.  Purchaser shall undertake its obligation to defend
set forth in the preceding sentence using attorneys selected by Purchaser, with
the consent of Seller, which consent shall not be reasonably conditioned,
delayed or denied.

     Prior to commencing any such tests, studies and investigations, Purchaser
shall furnish to Seller a certificate of insurance evidencing comprehensive
general public liability insurance insuring the person, firm or entity
performing such tests, studies and investigations and listing Seller and
Purchaser as additional insureds thereunder.

     Purchaser shall have no right to terminate this Agreement on account of
the results of its inspection.  However, if Purchaser's board of approval does
not approve this transaction then Purchaser shall have the right to terminate
this Agreement by giving written notice of such termination to Seller at any
time prior to May 7, 1997.  If written notice is not received by Seller
pursuant to this Paragraph 7.1 prior to May 7, 1997 at 5:00 p.m. Chicago time,
then the right of Purchaser to terminate this Agreement pursuant to this
Paragraph 7.1 shall be waived.  If Purchaser terminates this Agreement by
written notice to Seller prior to May 7, 1997 at 5:00 p.m., the Earnest Money
deposited by Purchaser shall be immediately paid to Purchaser, together with
any interest earned thereon, and neither Purchaser nor Seller shall have any
right, obligation or liability under this Agreement, except for Purchaser's
obligation to indemnify Seller and restore the Property, as more fully set
forth in this Paragraph 7.1.  Notwithstanding anything contained herein to the
contrary, the terms of this Paragraph 7.1, shall survive the Closing and the
delivery of the Deed and termination of this Agreement.

     7.2. Purchaser acknowledges and agrees that it will be purchasing the
Property and the Personal Property based solely upon its inspections and
investigations of the Property and the Personal Property, and that Purchaser
will be purchasing the Property and the Personal Property "AS IS" and "WITH ALL
FAULTS", based upon the condition of the Property and the Personal Property as
of the date of this Agreement, wear and tear and loss by fire or other casualty
or condemnation excepted.  Without limiting the foregoing, Purchaser
acknowledges that, except as may otherwise be specifically set forth elsewhere
in this Agreement, neither Seller nor its consultants, brokers or agents have
made any representations or warranties of any kind upon which Purchaser is
relying as to any matters concerning the Property or the Personal Property,
including, but not limited to, the condition of the land or any improvements
comprising the Property, the existence or non-existence of "Hazardous
Materials" (as hereinafter defined), economic projections or market studies
concerning the Property, any development rights, taxes, bonds, covenants,
conditions and restrictions affecting the Property, water or water rights,
topography, drainage, soil, subsoil of the Property, the utilities serving the
Property or any zoning or building laws, rules or regulations or "Environmental
Laws" (hereinafter defined) affecting the Property.  Seller makes no
representation or warranty that the Property complies with Title III of the
Americans with Disabilities Act or any fire code or building code.  Purchaser
hereby releases Seller and the Affiliates of Seller from any and all liability
in connection with any claims which Purchaser may have against Seller or the
Affiliates of Seller, and Purchaser hereby agrees not to assert any claims for
contribution, cost recovery or otherwise, against Seller or the Affiliates of
<PAGE>
Seller, relating directly or indirectly to the existence of asbestos or
Hazardous Materials on, or environmental conditions of, the Property, whether
known or unknown.  As used herein, "Environmental Laws" means all federal,
state and local statutes, codes, regulations, rules, ordinances, orders,
standards, permits, licenses, policies and requirements (including consent
decrees, judicial decisions and administrative orders) relating to the
protection, preservation, remediation or conservation of the environment or
worker health or safety, all as amended or reauthorized, or as hereafter
amended or reauthorized, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
Section 9601 et seq., the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. Section 6901 et seq., the Emergency Planning and Community
Right-to-Know Act ("Right-to-Know Act"), 42 U.S.C. Section 11001 et seq., the
Clean Air Act ("CAA"), 42 U.S.C. Section 7401 et seq., the Federal Water
Pollution Control Act ("Clean Water Act"), 33 U.S.C. Section 1251 et seq., the
Toxic Substances Control Act ("TSCA"), 15 U.S.C. Section 2601 et seq., the Safe
Drinking Water Act ("Safe Drinking Water Act"), 42 U.S.C. Section 300f et seq.,
the Atomic Energy Act ("AEA"), 42 U.S.C. Section 2011 et seq., the Occupational
Safety and Health Act ("OSHA"), 29 U.S.C. Section 651 et seq., and the
Hazardous Materials Transportation Act (the "Transportation Act"), 49 U.S.C.
Section 1802 et seq.  As used herein, "Hazardous Materials" means:
(1) "hazardous substances," as defined by CERCLA; (2) "hazardous wastes," as
defined by RCRA; (3) any radioactive material including, without limitation,
any source, special nuclear or by-product material, as defined by AEA; (4)
asbestos in any form or condition; (5) polychlorinated biphenyls; and (6) any
other material, substance or waste to which liability or standards of conduct
may be imposed under any Environmental Laws.  Notwithstanding anything
contained herein to the contrary, the terms of this Paragraph 7.2 shall survive
the Closing and the delivery of the Deed and termination of this Agreement.

     7.3. Seller has provided to Purchaser certain unaudited historical 
financial information regarding the Property relating to certain periods of
time in which Seller owned the Property.  Such financial information is the 
financial information relied upon by Seller for reporting purposes to Seller's
partners and in the preparation of Seller's tax returns.  Seller and Purchaser
hereby acknowledge that such information has been provided to Purchaser at 
Purchaser's request solely as illustrative material.  Except as otherwise 
specifically set forth in this Agreement, Seller makes no representation or
warranty that such material is complete or accurate or that Purchaser will 
achieve similar financial or other results with respect to the operations of 
the Property, it being acknowledged by Purchaser that Seller's operation of the
Property and allocations of revenues or expenses may be vastly different than 
Purchaser may be able to attain.  Purchaser acknowledges that it is a 
sophisticated and experienced purchaser of real estate and further that 
Purchaser has relied upon its own investigation and inquiry with respect to the
operation of the Property and releases Seller and the Affiliates of Seller from
any liability with respect to such historical information.  Notwithstanding 
anything contained herein to the contrary, the terms of this Paragraph 7.3 
shall survive the Closing and the delivery of the Deed and termination of this 
Agreement.

     7.4. Seller has provided to Purchaser a true and correct copy of the
following existing report:  Preliminary Environmental Site Assessment prepared
by Environmental Risk Consultants designated as file no. 308-007 dated July 2,
1993 ("Existing Report").  Seller makes no representation or warranty
concerning the accuracy or completeness of the Existing Report.  Purchaser
hereby releases Seller and the Affiliates of Seller from any liability
whatsoever with respect to the Existing Report, or, including, without
limitation, the matters set forth in the Existing Report, and the accuracy
and/or completeness of the Existing Report.  Furthermore, Purchaser
acknowledges that it will be purchasing the Property with all faults disclosed
in the Existing Report.  Notwithstanding anything contained herein to the
contrary, the terms of this Paragraph 7.4 shall survive the Closing and the
delivery of the Deed and termination of this Agreement.

     7.5. Between the date of the execution of this Agreement and the Closing
Date, Seller shall:

          7.5.1.    operate and manage the Property in the same manner that it
has managed, maintained and operated the Property during the period of Seller's
ownership, subject to reasonable wear and tear and casualty (subject to the
provisions of Paragraph 6);

          7.5.2.    keep and perform all of the material obligations to be
performed by the Seller under each and every of the Leases and the Service
Contracts as performed by Seller in the ordinary course of its business;

          7.5.3.    neither execute any new lease nor renew or modify any
existing Lease without Purchaser's prior written consent. However, Purchaser's
consent shall not be required if such lease, as entered into, renewed or
modified is made in accordance with each of the following criteria:

          (A)  such lease is on the form presently used by Seller, a copy of
which has been furnished by Seller's manager to Purchaser;

          (B)  the terms of such lease is for not less than six (6) months or
more than one (1) year; 

          (C)  such lease provides for the payment of rent in any amount equal
to or greater than the rent charged by Seller under leases for comparable units
in the Property executed within three (3) months preceding the date of this
Agreement, such rent being free of concession or incentives that would result
in more than one month's free rent or have value in excess of one (1) month's
rental; and

          (D)  the tenant under such lease is not related to or affiliated with
Seller.

          Subject to the foregoing, Seller shall, in the ordinary course of its
business, seek tenants for all units that are now vacant or that will become
vacant prior to the end of the month following the Closing and render vacant
<PAGE>
and unoccupied apartment units market-ready at current market rates.  Without
the prior written consent of Purchaser, which consent shall not be unreasonable
withheld, Seller shall not terminate any of the Leases unless the tenant
thereunder shall have defaulted under its lease.  Seller shall not accept from
any of the tenants of the Property payment of rent more than one month in
advance or apply any security deposit to rent due for any tenant unless such
tenant shall be in default under its lease.  Seller shall furnish Purchaser
with monthly Rent Rolls, which shall show all leases entered into by Seller
after the date hereof;

          7.5.4.    Not mortgage, hypothecate or further encumber the Property
or any portion thereof or permit any liens on the Property or any portion
thereof to arise by operation of laws, or otherwise;

          7.5.5.    Maintain its current insurance coverage on the Property, in
full force and effect, through the Closing Date; 

          7.5.6.    Not enter into any new or renewal Service Contract or any
other agreement relating to the Property or extension or cancellation thereof
except in the ordinary course of business and except as may be canceled upon
thirty (30) days notice, without the prior consent of Purchaser, which consent
shall not be unreasonably withheld;

          7.5.7.    Continue Seller's existing program of maintenance, repair
and replacement, in the ordinary course of Seller's business; 

          7.5.8.    Except in connection with replacements, repairs and
maintenance, not convey or remove from the Property or any portion thereof any
of the Improvements, Personal Property or Intangible Property;

          7.5.9.    Promptly send to Purchaser copies of all written notices it
receives from governmental or regulatory authorities concerning Seller, or the
Property or the operation, use or maintenance thereof; and

          7.5.10.  Maintain and repair the Property in the ordinary course of
Seller's business.  

8.   CLOSING.

     8.1. The closing of this transaction (the "Closing") shall be on June 2,
1997 (the "Closing Date"), at the office of Title Insurer, at which time Seller
shall deliver possession of the Property to Purchaser.  This transaction shall
be closed with escrow instructions acceptable to Seller and Purchaser to the
Title Insurer, in accordance with the general provisions of the usual and
customary form of deed and money escrow for similar transactions as a "New York
style" closing at which the Purchaser shall wire the Purchase Price to Title
Insurer on the Closing Date and prior to the release of the Purchase Price to
Seller, Purchaser shall receive the Title Policy or marked up commitment dated
the date of the Closing Date.  Seller shall deliver to Title Insurer any
customary affidavit in connection with a New York style closing.  Unless
otherwise specified in this Agreement, all closing and escrow fees shall be
divided equally between the parties hereto.
<PAGE>
9.   CLOSING DOCUMENTS.

     9.1. On or prior to the Closing Date, Seller and Purchaser shall execute
and deliver to one another a joint closing statement.  In addition, Purchaser
shall deliver to Seller the balance of the Purchase Price, an assumption of the
documents set forth in Paragraph 9.2.3 and 9.2.4 and such other documents as
may be reasonably required by the Title Insurer in order to consummate the
transaction as set forth in this Agreement.

     9.2. On the Closing Date, Seller shall deliver to Purchaser the following:

          9.2.1.      the Deed (in the form of Exhibit E attached hereto), duly
executed and acknowledged by Seller, subject to Permitted Exceptions and those
Unpermitted Exceptions waived by Purchaser;

          9.2.2.      a limited warranty bill of sale as to the Personal
Property and a quit claim bill of sale as to the Personal Property Rights
conveying the Personal Property and Personal Property rights (in the form of
Exhibit F attached hereto), duly executed and acknowledged by Seller;

          9.2.3.  an assignment and assumption of Intangible Property (in the
form attached hereto as Exhibit G), duly executed and acknowledged by Seller,
including, without limitation, the service contracts listed in Exhibit H (the
"Service Contracts").  Seller shall terminate, at its own cost, all service,
management and other similar contracts relating to the Property that are not
listed in Exhibit H;

          9.2.4.  an assignment and assumption of leases and security deposits
(in the form attached hereto as Exhibit I), duly executed and acknowledged by
Seller;

          9.2.5.  non-foreign affidavit (in the form of Exhibit J attached
hereto);

          9.2.6.  original, and/or copies of, leases, lease files, service
contracts and all other contracts, agreements or other documentation assigned
to Purchaser in accordance with Paragraphs 9.2.3 and 9.2.4 affecting the
Property in Seller's possession, which shall be delivered at the Property;

          9.2.7.  all documents and instruments reasonably required by the
Title Insurer to issue the Title Policy;

          9.2.8.  possession of the Property to Purchaser, subject to the terms
of leases;

          9.2.9.  evidence of the termination of the management agreement;

          9.2.10.  notice to the tenants of the Property of the transfer of
title and assumption by Purchaser of the landlord's obligation under the leases
and the obligation to refund the security deposits (in the form of Exhibit K); 
<PAGE>
          9.2.11.  an updated Rent Roll certified as true and correct and dated
no later than two (2) business days prior to Closing;

          9.2.12.  a certificate of Seller recertifying that the
representations and warranties made in this Agreement remain true, in all
material respects, as of the Closing, or specifying such ways in which they do
not remain true, and if any such representations or warranties do not remain
true in all material respects, Purchaser may terminate this Agreement, in which
event the Earnest Money deposited by Purchaser shall immediately be paid to
Purchaser, with interest thereon.  The terms of this paragraph 9.2.12 shall
survive termination of this Agreement.

          9.2.13.  an affidavit or certification sufficient under e48-7-128 of
the Official Code of Georgia Annotated to establish that Seller is not a
"nonresident of Georgia" thereunder (and in the event that Seller is not able
to establish that it does not so qualify, Title Insurer shall have the right to
withhold such portion of the Purchase Price as may be required by law).

10.  PURCHASER'S DEFAULT.  ALL EARNEST MONEY DEPOSITED INTO THE ESCROW IS TO
SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS
UNDER THIS AGREEMENT.  IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE
PROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND
THE INTEREST THEREON AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY,
EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY
AS SET FORTH IN PARAGRAPH 7.1 HEREOF.  THE PARTIES HAVE AGREED THAT SELLER'S
ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY
DIFFICULT OR IMPRACTICAL TO DETERMINE.  THEREFORE, BY PLACING THEIR INITIALS
BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPON,
AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.

11.  SELLER'S DEFAULT.  IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S
DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY
TOGETHER WITH ANY INTEREST ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN
BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER
LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS
TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN
PARAGRAPH 7.  NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF
SELLER'S DEFAULT IS (i) ITS (AND NOT AN UNRELATED THIRD PARTY'S) AFFIRMATIVE,
WILLFUL ACTION WHICH RESULTS IN THE RECORDING OF AN ENCUMBRANCE AGAINST THE
PROPERTY WHICH PREVENTS THE SALE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS
HEREOF OR WHICH GIVES RISE TO PURCHASER'S RIGHT TO TERMINATE THIS AGREEMENT
PURSUANT TO PARAGRAPH 5 HEREOF; (ii) ITS FAILURE TO EXPEND $50,000 IF (a)
SELLER IS ABLE TO BOND OVER, CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION FOR A
COST NOT TO EXCEED $50,000 OR (b) THE TITLE INSURER IS WILLING TO INSURE OVER A
MINOR UNPERMITTED EXCEPTION FOR A COST NOT TO EXCEED $50,000 IN ACCORDANCE WITH
THE TERMS HEREOF OR (iii) ITS WILLFUL REFUSAL TO DELIVER THE DEED, THEN
PURCHASER WILL BE ENTITLED TO SUE FOR SPECIFIC PERFORMANCE.
<PAGE>
12.  PRORATIONS.

     12.1.     Rents (exclusive of delinquent rents, but including prepaid
rents); prepaid associations dues, refundable security deposits (which will be
assigned to and assumed by Purchaser and credited to Purchaser at Closing);
water and other utility charges, if any; fuels; prepaid reasonable and
customary operating expenses; real and personal property taxes; and other
similar items shall be adjusted ratably as of 11:59 p.m. on the day prior to
the Closing Date, and credited against the balance of the cash due at Closing.
Assessments payable in installments which are due subsequent to the Closing
Date shall be paid by Purchaser.  If the amount of any of the items to be
prorated is not then ascertainable, the adjustments thereof shall be on the
basis of the most recent ascertainable data.  All prorations will be final
except as to delinquent rent referred to in Paragraph 12.2 below and except for
real estate taxes which will be reprorated upon receipt of actual bills.  If
any unit has remained vacant for more than 9 days without being made "rent
ready", Seller will give Purchaser a credit of $250 for such unit for cleaning,
painting touch-up, carpet shampoo and minor appliance repair.  If such a unit
requires carpet replacement or other renovation not covered by the preceding
sentence, Purchaser and Seller will agree on the amount of the credit to
Purchaser.  If Seller receives a credit for a utility deposit, Seller shall
execute an assignment thereof substantially in the form attached as Exhibit N.

     12.2.     All monies received after Closing by Purchaser from any tenant
of the Property who is indebted under a lease for rent for any period prior to
the Closing Date will first be applied to rent or other charges currently due
to Purchaser under the applicable lease.  Any balance remaining after the
application of such monies to current rent shall be deemed a "Post-Closing
Receipt", but only to the extent such pre-closing indebtedness has not been
paid in full.  Within ten (10) days following each receipt by Purchaser of a
Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller.
Purchaser shall use good faith efforts to collect all amounts which, upon
collection, would constitute Post-Closing Receipts hereunder.  Within 120 days
after the Closing Date, Purchaser shall deliver to Seller a reconciliation
statement of Post-Closing Receipts through the first 90 days after the Closing
Date.  Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser
shall deliver to Seller any Post-Closing Receipts owing to Seller and not
previously delivered to Seller in accordance with the terms hereof.  Paragraph
12.2 of this Agreement shall survive the Closing and the delivery and recording
of the Deed.

     12.3.     At Closing, One Hundred Thousand and No/100 Dollars
($100,000.00) of the balance of the Purchase Price shall be deposited in escrow
pursuant to the terms of the Escrow Agreement and shall constitute the
"Holdback Escrow Funds".  Seller and Purchaser shall set forth the outstanding
rents and all other monthly payments due and payable to Purchaser (i.e. those
allocable to the period of ownership of the Property by Purchaser) under the
Leases for the month in which the Closing occurs that have not already been
credited to Purchaser at Closing (the "Outstanding Rents Due") in a schedule to
be created and agreed upon within three (3) business days after the date of
Closing (the "Closing Rent Schedule").  Upon Closing, Purchaser shall use its
best efforts to collect the Outstanding Rents Due.
<PAGE>
     Purchaser shall also use commercially reasonable efforts to collect all
rents and other monthly fees due under the Leases (in accordance with the
various terms of the Leases) for the month following the month in which the
Closing occurs.  On or before 5:01 p.m. Chicago time on July 31, 1997,
Purchaser shall deliver to Escrow Agent and Seller a schedule (the "Final
Closing Rent Schedule") that accurately shows:  (a) the total rents and all
other monthly payments due and payable under the Leases for the month following
the month in which the Closing occurs (the "Second Month Outstanding Rents
Due"); (b) all Second Month Outstanding Rents Due actually collected by
Purchaser as of the date of the Final Closing Schedule (the "Second Month Rents
Actually Collected"); and (c) the difference between the Second Month
Outstanding Rents Due and the Second Month Rents Actually Collected (the
"Second Month Deficiencies").  In addition to setting forth the Second Month
Deficiencies, the Final Closing Rent Schedule shall also set forth the
Outstanding Rents Due that have still not been collected by Purchaser, together
with appropriate documentation supporting any such amounts.  The sum of (a) the
Outstanding Rents Due which are still outstanding at the time of the Final
Closing Schedule and (b) the Second Month Deficiencies shall be referred to as
the "Rent Deficiency Sum".  This Rent Deficiency Sum will represent Purchaser's
opinion of the amount owing to it under the terms of this Paragraph 12.3 and
the Final Closing Rent Schedule shall specifically instruct the Escrow Agent to
disburse an amount equal to the Rent Deficiency Sum to Purchaser.  

     Seller shall have ten (10) days following receipt of the Final Closing
Rent Schedule to give Purchaser and Escrow Agent written notice of any
objection to the Final Closing Rent Schedule.  If Seller delivers a timely
notice of objection then Seller and Purchaser shall work together in good faith
to agree upon the Final Closing Rent Schedule (including, but not limited to,
the Rent Deficiency Sum) , at which time Seller and Purchaser shall issue a
joint letter of instruction to Escrow Agent setting forth the terms of the
escrow disbursement.  If Seller does not reply to the Final Closing Rent
Schedule within ten (10) days then the Rent Deficiency Sum shall be distributed
to Purchaser and the remaining Holdback Escrow Funds shall be distrubuted in
accordance with the terms of the Escrow Agreement.  Paragraph 12.3 of this
Agreement shall survive the Closing and the delivery and recording of the Deed.

     12.4.  If at any time within 120 days of the closing of the escrow account
Purchaser receives any monies for which it has previously received payment from
Seller pursuant to Paragraph 12.3 above ("Post-Escrow Receipts"), then
Purchaser shall be obligated to deliver any such Post-Escrow Receipts to Seller
(along with a statement describing the same) within ten (10) days of
Purchaser's receipt of the same.  Seller shall retain the right to conduct an
audit of Purchaser's financial records, at no cost to Purchaser, for a period
of five (5) months from the close of escrow in order to verify, and only to the
extent necessary to so verify, the information discussed in this Paragraph 12.
Paragraph 12.4 of this Agreement shall survive the Closing and the delivery and
recording of the Deed.

13.  RECORDING.  Neither this Agreement nor a memorandum thereof shall be
recorded and the act of recording by Purchaser shall be an act of default
hereunder by Purchaser and subject to the provisions of Paragraph 10 hereof.
<PAGE>
14.  ASSIGNMENT.  Except for any affiliate of Purchaser or an entity that is
directly owned or controlled by Purchaser or an entity in which Purchaser has
an ownership interest and is a general partner with the power and authority
customarily held by a general partner (each, a "Permitted Assignee"), Purchaser
shall not have the right to assign its interest in this Agreement without the
prior written consent of the Seller.  Except for any assignment to a Permitted
Assignee, any assignment or transfer of, or attempt to assign or transfer,
Purchaser's interest in this Agreement shall be an act of default hereunder by
Purchaser and subject to the provisions of Paragraph 10 hereof.  Seller shall
not assign its rights under or its interest in this Agreement, and any
assignment of proceeds of the sale of the Property shall include a payment
direction executed by Seller.

15.  BROKER.  The parties hereto represent and warrant that no broker
commission or finder fee is due and payable in connection with this transaction
other than to Insignia Mortgage & Investment Company (to be paid by Seller).
Seller's commission to Insignia Mortgage & Investment Company shall only be
payable out of the proceeds of the sale of the Property in the event the
transaction set forth herein closes.  Purchaser and Seller shall indemnify,
defend and hold the other party hereto harmless from any claim whatsoever
(including without limitation, reasonable attorney's fees, court costs and
costs of appeal) from anyone claiming by or through the indemnifying party any
fee, commission or compensation on account of this Agreement, its negotiation
or the sale hereby contemplated other than to Insignia Mortgage & Investment
Company.  Seller hereby agrees to indemnify, defend and hold Purchaser harmless
from any claims whatsoever (including, without limitation, reasonable
attorneys' fees, court costs and costs of appeal) from any claim or demand by
Insignia Mortgage & Investment Company (and its successors and assigns).  The
indemnifying party shall undertake its obligations set forth in this Paragraph
15 using attorneys selected by the indemnifying party and reasonably acceptable
to the indemnified party.  The provisions of this Paragraph 15 will survive the
Closing and delivery of the Deed.

16.  REPRESENTATIONS AND WARRANTIES.

     16.1.     Any reference herein to Seller's knowledge or notice of any
matter or thing shall only mean such knowledge or notice that has actually been
received by Michael Becker (Vice President of Asset Management for The Balcor
Company) ("Seller's Representative"), and any representation or warranty of the
Seller is based upon those matters of which the Seller's Representative has
actual knowledge.  Seller's Representatives shall deliver a copy of the
representations and warranties contained in Paragraph 16.2 below to the
existing day-to-day on-site property manager, for its review and request the
day-to-day on-site property manager inform Seller's Representative of any
inaccuracies contained in such representations and warranties.  Any knowledge
or notice given, had or received by any of Seller's agents, servants or
employees shall not be imputed to Seller, the general partner or limited
partners of Seller, the subpartners of the general partner or limited partners
of Seller or Seller's Representative.  

     16.2.     Subject to the limitations set forth in Paragraph 16.1, Seller
hereby makes the following representations and warranties, which
representations and warranties are made to Seller's knowledge as of the date
<PAGE>
hereof and as of the date of Seller's recertification in connection with
Closing, and which shall, subject to Paragraph 16.4, be remade at Closing, and
shall survive Closing to the extent set forth in Paragraph 16.4: 

          16.2.1.  Seller has no knowledge of any pending or threatened
litigation, governmental investigation, governmental inquiry, claim, cause of
action or administrative proceeding concerning the Property except as described
in Schedule 16.2.1; 

          16.2.2.  Seller has not received written notice from any governmental
or regulatory authority that the use and operation of the Property is in
violation of applicable codes or laws which has not previously been corrected;

          16.2.3.  The Rent Roll attached hereto as Exhibit L which Seller will
update as of the Closing Date is true, accurate, correct and complete (as to
the matters shown thereon) as of the date set forth thereon; 

          16.2.4.  Except as may be set forth in the Existing Report and in
Schedule 16.2.4, Seller has not received any written notice from any
governmental authority having jurisdiction over the Property of any uncured
violation of any Environmental Law with respect to the Property; 

          16.2.5.  Seller has all necessary and requisite authority to enter
into this Agreement and to consummate all of the transactions contemplated
hereby, and the persons executing this Agreement and all other documents
required to consummate the transaction contemplated hereby on behalf of Seller
are duly authorized to execute this Agreement and such other documents on
behalf of Seller, and are authorized to bind Seller;

          16.2.6.  Seller is a limited partnership duly formed and validly
existing under the laws of the State of Illinois and, to the extent required by
law, is qualified to do business in and in good standing as a foreign limited
partnership under the laws of the State of Georgia;

          16.2.7.  Seller is a "United States person", as defined by Internal
Revenue Code Section 1445 and Section 7701;

          16.2.8.  The execution of this Agreement by Seller does not, and the
performance by Seller of the transaction contemplated by this Agreement will
not, violate or constitute a breach of the partnership agreement or any
partners' resolution of Seller or any contract, permit, license, order or
decree to which Seller is a party or by which Seller or its assets are bound;

          16.2.9.  Except as shown on the Rent Roll attached hereto as Exhibit
L, as updated as of the Closing Date, no party, person or entity is in
possession of the Property nor any portion thereof except for Seller's manager,
any party to a laundry service contract or cable television contract and no
party, person or entity has any interest in the Property, or any portion
thereof, except Seller, parties to laundry service contracts and cable
television service contracts;
<PAGE>
          16.2.10.  Seller has not received any written notice of a special
assessment or any such special assessment being contemplated;

          16.2.11.  There are no service contracts affecting the Property other
than the Service Contracts;  

          16.2.12.  There are no outstanding contracts made by Seller (or any
of its agents or affiliates) for the work or materials in connection with the
Property or for any improvements to the Property which have not been, or will
not be on or before the Closing Date, fully paid for on a timely basis;

          16.2.13.  No person or entity has any right or option to acquire all
or any portion of the Property, other than Purchaser pursuant to this
Agreement;

          16.2.14.  Seller holds, and at all times through the Closing will
hold, marketable title to the Personal Property, free and clear of any liens,
encumbrances or adverse claims other than the currently existing first mortgage
financing (which will be paid off at Closing) and Seller has, and at all times
through the Closing will have, the right and authority to convey or assign to
Purchaser all of the Personal Property; 

          16.2.15.  Seller does not now owe and will not owe any taxes or any
penalties or interest thereon pursuant to any governmental law, statute or
regulation for which Purchaser is or will be obligated to or liable for a
withholding of funds from the Purchaser Price pursuant to any so called "bulk
sales" law or other applicable law, statute or regulation, or which could
subject the Real Estate to any liens or the Purchaser to any liability;

          16.2.16.  Seller has no employees; 

          16.2.17.  The income and expense schedule and operating and
maintenance budget delivered to Purchaser in accordance with Paragraph 7.1 are
those relied on by Seller in its management of the Property; 

          16.2.18.  Seller has made available to Purchaser all books, records,
agreements and Service Contracts kept at the Property.

     16.3.     If at any time after the execution of this Agreement, either
Purchaser or Seller become aware of information which makes a representation
and warranty contained in this Agreement to become untrue in any material
respect, said party shall promptly disclose said information to the other party
hereto.  Provided the party making the representation or warranty did not take
any deliberate actions to cause the representation or warranty in question to
become untrue in any material respect, said party shall not be in default under
this Agreement and the sole remedy of the other party shall be to terminate
this Agreement, except for Purchaser's obligation to indemnify Seller and
restore the Property, as more fully set forth in Paragraph 7.  Notwithstanding
anything contained herein to the contrary, if the status of any of the
tenancies changes from the date of the Rent Roll and the date of the rent roll
delivered at Closing, provided the change in status is not caused by a breach
of Seller's covenants or representations contained in Paragraph  herein, then
<PAGE>
Purchaser shall not have the right to terminate this Agreement or make any
claim for a breach of a representation or warranty hereunder involving the Rent
Roll or tenancies thereunder.  Purchaser and Seller are prohibited from making
any claims against the other party hereto after the Closing with respect to any
breaches of the other party's representations and warranties contained in this
Agreement that the claiming party has actual knowledge of prior to the Closing.

     16.4.     The parties agree that the representations contained herein
shall survive Closing for a period ending 5:00 p.m. central time on July 31,
1997 (i.e., the claiming party shall have no right to make any claims against
the other party for a breach of a representation or warranty after 5:00 p.m.
central time on July 31, 1997.

17.  LIMITATION OF LIABILITY.  No affiliate of Seller, nor any of Seller or its
affiliate's beneficiaries, shareholders, partners, officers, directors, agents
or employees, heirs, successors or assigns shall have any personal liability of
any kind or nature for or by reason of any matter or thing whatsoever under, in
connection with, arising out of or in any way related to this Agreement and the
transactions contemplated herein, and Purchaser hereby waives for itself and
anyone who may claim by, through or under Seller, any and all rights to sue or
recover on account of any such alleged personal liability.  

     Notwithstanding anything contained herein to the contrary, Purchaser
hereby agrees that the maximum aggregate liability of Seller, in connection
with, arising out of or in any way related to a breach by Seller under this
Agreement or any document or conveyance agreement in connection with the
transaction set forth herein after the Closing shall be $100,000.  Purchaser
hereby waives for itself and anyone who may claim by, through or under
Purchaser any and all rights to sue or recover from Seller any amount greater
than said limit.

     Seller agrees to escrow proceeds of the Purchase Price in an amount equal
to One Hundred Thousand and No/100 Dollars ($100,000.00) in accordance with the
terms of the Escrow Agreement.

     No affiliate of Purchaser, nor any of Purchaser or its affiliate's
beneficiaries, shareholders, partners, officers, directors, agents or
employees, heirs, successors or assigns shall have any personal liability of
any kind or nature for or by reason of any matter or thing whatsoever under, in
connection with, arising out of or in any way related to this Agreement and the
transactions contemplated herein, and Seller hereby waives for itself and
anyone who may claim by, through or under Seller, any and all rights to sue or
recover on account of any such alleged personal liability.  

18.  TIME OF ESSENCE.  Time is of the essence of this Agreement.

19.  NOTICES.  Any notice or demand which either party hereto is required or
may desire to give or deliver to or make upon the other party shall be in
writing and may be personally delivered or given or made by overnight courier
such as Federal Express, by facsimile transmission or made by United States
registered or certified mail addressed as follows:
<PAGE>
     TO SELLER:               c/o The Balcor Company
                              Bannockburn Lake Office Plaza
                              2355 Waukegan Road
                              Suite A-200
                              Bannockburn, Illinois  60015
                              Attention:  Ilona Adams

     with copies to:          The Balcor Company
                              Bannockburn Lake Office Plaza
                              2355 Waukegan Road
                              Suite A-200
                              Bannockburn, Illinois  60015
                              Attention:  James Mendelson
                              (847) 317-4367
                              (847) 317-4462 (FAX)


     and to:                  Katten Muchin & Zavis
                              525 West Monroe Street
                              Suite 1600
                              Chicago, Illinois  60661-3693
                              Attention:  Marcia W. Sullivan, P.C.
                              (312) 902-5535
                              (312) 902-1061 (FAX)

     TO PURCHASER:            Ambassador Apartments, L.P.
                              77 West Wacker Drive
                              Suite 4040
                              Chicago, IL 60601
                              Attention: Adam D. Peterson
                              (312) 917-1600
                              (312) 917-9910 (FAX)

     and one copy to:         Holland & Knight
                              1201 West Peachtree Street, N.E., Suite 2000
                              Atlanta, Georgia 30309
                              Attention: Donald Kennicot, Esq.
                              (404) 817-8500
                              (404) 817-0470 (FAX)

subject to the right of either party to designate a different address for
itself by notice similarly given.  Any notice or demand so given shall be
deemed to be delivered or made on the next business day if sent by overnight
courier, or the same day as given if sent by facsimile transmission and
received by 5:00 p.m. Chicago time or on the 4th business day after the same is
deposited in the United States Mail as registered or certified matter,
addressed as above provided, with postage thereon fully prepaid.  Any such
notice, demand or document not given, delivered or made by registered or
certified mail, by overnight courier or by facsimile transmission as aforesaid
shall be deemed to be given, delivered or made upon receipt of the same by the
party to whom the same is to be given, delivered or made.  Copies of all
notices shall be served upon the Escrow Agent.
<PAGE>
20.  EXECUTION OF AGREEMENT AND ESCROW AGREEMENT.  Purchaser will execute three
(3) copies of this Agreement and three (3) copies of the Escrow Agreement and
forward them to Seller for execution, accompanied with the Earnest Money
payable to the Escrow Agent set forth in the Escrow Agreement.  Seller will
forward one (1) copy of the executed Agreement to Purchaser and will forward
the following to the Escrow Agent:

     (A)  Earnest Money;


     (B)  One (1) fully executed copy of this Agreement; and

     (C)  Three (3) copies of the Escrow Agreement signed by the parties with a
direction to execute two (2) copies of the Escrow Agreement and deliver a fully
executed copy to each of the Purchaser and the Seller.

21.  GOVERNING LAW.  The provisions of this Agreement shall be governed by the
laws of the State of Georgia, except that with respect to the retainage of the
Earnest Money as liquidated damages the laws of the State of Illinois shall
govern.

22.  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between
the parties and supersedes all other negotiations, understandings and
representations made by and between the parties and the agents, servants and
employees.

23.  COUNTERPARTS.  This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.

24.  CAPTIONS.  Paragraph titles or captions contained herein are inserted as a
matter of convenience and for reference, and in no way define, limit, extend or
describe the scope of this Agreement or any provision hereof.

25.  AUDIT RIGHTS.  Seller acknowledges that Purchaser may be required to
obtain audited financial statements pertaining to the Property for one or more
prior calendar years of operation and the portion of the calendar year in which
the Closing occurs up to the Closing Date to be filed by Purchaser with the
Securities and Exchange Commission after the Closing.  Accordingly, Seller
agrees to provide Purchaser and its representatives with access to Seller's
applicable books and records after the Closing, and until September 30, 1997,
upon reasonable advance notice in order to conduct any such required audit.  In
addition, Seller agrees to provide auditors with a representation letter
mutually and reasonably agreed upon between Seller and Purchaser, at no expense
to Seller.  Purchaser shall treat as confidential, and shall cause its
representatives to treat as confidential, all information obtained during the
course of the audit, except as required to be disclosed in the audited
financial statements, any registration statement or any other document required
to be filed with the Securities and Exchange Commission or otherwise required
by federal or state law or regulation.  The obligations of the parties under
this Paragraph 25 shall survive the Closing until September 30, 1997.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.


                         PURCHASER:

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

                         By:  Ambassador VIII, Inc., a Delaware 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, a Delaware corporation, its
                              general partner

                              By:   /s/ Jerry M. Ogle
                                   ------------------------------------- 
                              Name:     Jerry M. Ogle
                                   ------------------------------------- 
                              Its:      Managing Director and Secretary
                                   ------------------------------------- 
<PAGE>
Phillip Schechter of Insignia Mortgage and Investment Company ("Seller's
Broker") executed this Agreement in its capacity as a real estate broker and
acknowledges that the fee or commission due it from Seller as a result of the
transaction described in this Agreement is as set forth in that certain Listing
Agreement, dated         , 19   between Seller and Seller's Broker (the
"Listing Agreement").  Seller's Broker also acknowledges that payment of the
aforesaid fee or commission is conditioned upon the Closing and the receipt of
the Purchase Price by the Seller.  Seller's Broker agrees to deliver a receipt
to the Seller at the Closing for the fee or commission due Seller's Broker and
a release, in the appropriate form, stating that no other fees or commissions
are due to it from Seller or Purchaser.

                                   Insignia Mortgage & Investment Company


                                   By:  /s/ Phillip Schechter
                                       -------------------------------
                                            Vice President
<PAGE>
                               Exhibits

A  -  Legal

B  -  Personal Property

C  -  Escrow Agreement

D  -  Title Commitment

E  -  Deed

F  -  Bill of Sale

G  -  Assignment and Assumption of Intangible Property

H  -  Service Contracts

I  -  Assignment and Assumption of Leases and Security Deposits

J  -  Non-Foreign Affidavit

K  -  Notice to Tenants

L  -  Rent Roll
<PAGE>