AMENDMENT NO. 3 TO AGREEMENT OF SALE

     THIS AMENDMENT NO. 3 TO AGREEMENT OF SALE (this "Amendment") is dated as
of January 28, 1997 by and between GROUP ONE INVESTMENTS, INC., an Illinois
corporation ("Purchaser"), and 100 PROVIDENCE SQUARE LIMITED PARTNERSHIP, an
Illinois limited partnership ("Seller").

                                  WITNESSETH:

     A.  WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement of Sale dated as of October 17, 1996, as amended, providing
for the sale by Seller to Purchaser of certain real property and other related
property located in Charlotte, North Carolina and known as Providence Square
Apartments (the "Property") (said Agreement of Sale, as amended, is hereinafter
referred to as the "Agreement"); and

     B.  WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement dated as of October 17, 1996, as amended, providing for the
sale by Seller to Purchaser of certain personal property located at the
Property (said Agreement, as amended, is hereinafter referred to as the
"Personal Property Agreement"); and

     C. WHEREAS, the parties hereto desire to amend the terms and conditions of
the Agreement and the Personal Property Agreement in certain respects, in
accordance with the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the recitals set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
all parties, Purchaser and Seller hereby agree as follows:

     1.  Preambles.  The Preambles to this Amendment are fully incorporated
herein by this reference thereto with the same force and effect as though
restated herein.

     2.  Defined Terms.  To the extent not otherwise defined herein to the
contrary, all capitalized terms and/or phrases used in this Amendment shall
have the respective meanings ascribed to them in the Agreement, as modified
hereby.

     3.  Extension of Closing Date.  Paragraph 8 of the Agreement is amended to
provide that the Closing Date shall be extended to February 17, 1997, and that
all references to the Closing Date in both the Agreement and the Personal
Property Agreement shall mean February 17, 1997. 

     4.  Earnest Money.  Within one business day after the date of execution
hereof, Purchaser shall increase the Earnest Money by One Hundred Thousand and
no/100 Dollars ($100,000.00).

     5.  Lender's Consent.  Seller and Purchaser each acknowledge and agree
that the Lender's Consent has been obtained and waive any right to terminate
the Agreement due to the failure to obtain the Lender's Consent.
<PAGE>
     6.  Miscellaneous.  Except as may be expressly set forth herein to the
contrary, the Agreement and the Personal Property Agreement remain unmodified,
and all of the terms and conditions of the Agreement shall remain in full force
and effect.  Notwithstanding anything to the contrary contained herein, to the
extent that the terms and conditions of this Amendment conflict with the terms
and conditions of the Agreement or the Personal Property Agreement, this
Amendment shall control.

     7.  Governing Law.  This Amendment shall be governed and construed under
the laws of the State of North Carolina.


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


                         PURCHASER:

                         GROUP ONE INVESTMENTS, INC., 
                         an Illinois corporation

                         By:   /s/ Robert H. Weitzman
                              --------------------------------
                         Name:
                              --------------------------------  
                         Its:      President
                              --------------------------------

                         SELLER:

                         100 PROVIDENCE SQUARE LIMITED
                         PARTNERSHIP, an Illinois limited partnership

                         By:  Balcor Current Income Partners-85, Inc., an
                              Illinois corporation, its general partner

                         By:   /s/  James E. Mendelson
                              --------------------------------
                         Name:
                              --------------------------------
                         Its:       Authorized Rep.
                              --------------------------------
<PAGE>