FIRST AMENDMENT TO 
                    AGREEMENT OF SALE AND ESCROW AGREEMENT

     THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of this 24th day of October, 1996, by
and between WILLOW BEND LAKE PARTNERS LIMITED PARTNERSHIP, an Illinois limited
partnership ("Seller"), NEW PLAN REALTY TRUST, a Massachusetts business trust
("Purchaser"), and COMMONWEALTH LAND TITLE INSURANCE COMPANY ("Escrow Agent").

                                   RECITALS:

     A.   Seller and Purchaser are parties to that certain Agreement of Sale,
dated October 14, 1996 (the "Agreement"), pursuant to which Purchaser has
agreed to purchase and Seller has agreed to sell certain Property (as defined
in the Agreement) legally described and depicted on Exhibit A attached to the
Agreement.

     B.   Seller, Purchaser and Escrow Agent are parties to that certain Escrow
Agreement, dated October 14, 1996 (the "Escrow Agreement"), pursuant to which
Purchaser has deposited funds in escrow to be held by Escrow Agent in
accordance with the terms of the Escrow Agreement.

     C.   Seller and Purchaser desire to amend the Agreement and the Escrow
Agreement in accordance with the terms of this Amendment.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.   All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.

2.   The first two (2) grammatical sentences of Paragraph 16a of the Agreement
are deleted in their entirety and replaced with the following:

     "a.  Seller has delivered to Purchaser copies of the most recent available
tax bills, rent rolls, insurance premiums, and service contracts (collectively
the "Documents").  All of the Documents and other matters to be reviewed by
Purchaser shall be subject to review by Purchaser by the close of business
(5:00 P.M. Central Daylight Time) on October 28, 1996 ("Approval Period")."

3.   The reference to the date "October 24, 1996" in Paragraph 1 of the Escrow
Agreement is hereby deleted and the date "October 28, 1996" is hereby inserted
in lieu thereof.

4.   Except as amended hereby, the Agreement shall be and remain unchanged and
in full force and effect in accordance with its terms.

5.   This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken together shall constitute one
and the same instrument.  To facilitate the execution of this Amendment, Seller
and Purchaser may execute and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an "original" for all
purposes.
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6.   This Amendment and all documents, agreements, understandings and
arrangements relating to this transaction have been negotiated, executed and
delivered on behalf of Purchaser by the trustees or officers thereof in their
representative capacity under the Amended and Restated Declaration of Trust of
New Plan Realty Trust dated as of January 15, 1996 and not individually, and
bind only the trust estate of Purchaser, and no trustee, officer, employee,
agent or shareholder of Purchaser shall be bound or held to any personal
liability or responsibility in connection with the agreements, obligations and
undertakings of Purchaser thereunder, and any person or entity dealing with
Purchaser in connection therewith shall look solely to the trust estate for the
payment of any claim or for the performance of any agreement, obligation or
undertaking thereunder.  Seller acknowledges and agrees that each agreement and
other document executed by Purchaser in accordance with or in respect of this
transaction shall be deemed and treated to include in all respects and for all
purposes the foregoing exculpatory provision.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.

                         PURCHASER:

                         NEW PLAN REALTY TRUST, a Massachusetts business trust

                         By:   /s/ Robert M. Horwitch
                              ---------------------------------- 
                         Name:     Robert M. Horwitch
                              ----------------------------------
                         Its:      Attorney
                              ----------------------------------

                         SELLER:

                         WILLOW BEND LAKE PARTNERS LIMITED PARTNERSHIP, 
                         an Illinois limited partnership

                         By:  Willow Bend Lake Partners, Inc., an Illinois 
                              corporation, its general partner

                              By:   /s/ James E. Mendelson
                                   --------------------------------------
                              Name:     James E. Mendelson
                                   --------------------------------------
                              Its:      Authorized Representative
                                   --------------------------------------

                         ESCROW AGENT:

                         COMMONWEALTH LAND TITLE INSURANCE COMPANY

                         By:   /s/ Brian S. Henry
                              ----------------------------------
                         Name:     Brian S. Henry
                              ----------------------------------
                         Its:      Vice President
                              ----------------------------------
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