AMENDMENT NO. 3 TO AGREEMENT OF SALE

     THIS AMENDMENT NO. 3 TO AGREEMENT OF SALE (this "Amendment") is dated
as of March 21, 1997 by and between GROUP ONE INVESTMENTS, INC., an Illinois
corporation ("Purchaser"), and 3655 PEACHTREE LIMITED PARTNERSHIP, an Illinois
limited partnership ("Seller").

                                 WINESSETH:

     A.  WHEREAS, Purchaser and Seller have heretofore entered into that 
certain Agreement of Sale dated as of February 26, 1997, as amended by that
certain Amendment No. 1 to Agreement of Sale dated as of February 26, 1997,
and as amended by that certain Amendment No. 2 to Agreement of Sale dated as
of February 28, 1997, providing for the sale by Seller to Purchaser of certain
real property and other related property located in Duluth, Georgia and known
as the Howell Station Apartments (the "Property") (said Agreement of Sale, as
amended by Amendment No. 1 and Amendment No. 2 thereto, is hereinafter 
referred to as the "Agreement"); and

     B.  WHEREAS, Purchaser and Seller have heretofore entered into that
certain Agreement dated as of February 26, 1997 providing for the sale by
Seller to Purchaser of certain personal property located at the Property
(the "Personal Property") (said Agreement is hereinafter referred to as the
"Personal Property Agreement"); and

     C.  WHEREAS,  the parties heretofore desire to amend the terms and 
conditions of the 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 as ascribed to them in the Agreement, as 
modified hereby.

     3.  Extension of Financing Contingency.  Paragraph 9 of the Agreement is
amended to provide that the expiration of the Financing Contingency shall
be extended from March 21, 1997 to March 31, 1997, and that all references to
the Financing Contingency in both the Agreement and the Personal Property
Agreement shall mean March 31, 1997.

     4.  Extension of Closing Date.  Paragraph 8 of the Agreement is amended
to provide that the Closing Date shall be extended from April 4, 1997 to
April 29, 1997, and that all references to the Closing Date in both the 
Agreement and the Personal Property Agreement shall mean April 29, 1997.

     5.  Service Contracts.  Exhibit H of the Agreement is amended by deleting
the Compleat Resource Group contract dated July 23, 1996 and GE Capital -
Rescom, L.P. contract dated July 25, 1996 from the list of service contracts
set forth on Exhibit H.



     6.  Miscellaneous.  Expect as may be expressly set forth herein to the
contrary, the Agreement remains 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, this Amendment shall control.

     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:     Robert H. Weitzman
                                      --------------------------------
                                 Its:      President
                                      --------------------------------

                                 SELLER:

                                 3655 PEACHTREE LIMITED PARTNERSHIP,
                                 an Illnois limited partnership

                                 By:   /s/ James E. Mendelson
                                      --------------------------------
                                 Name:     James E. Mendelson
                                      --------------------------------
                                 Its:      Senior V.P.
                                      --------------------------------