[FACTORY OUTLET CENTRE LIMITED LIABILITY COMPANY]

Insignia Commercial Investments Group, Inc.
3100 Monticello
Suite 400
Dallas, Texas  75202

     Re:  Agreement of Sale ("Agreement of Sale") dated as of August 25, 1997 
          between Insignia Commercial Investments Group, Inc. ("Purchaser") and
          Factory Outlet Center Limited Liability Company ("Seller") for the 
          purchase and sale of property known as the Factory Outlet Center in 
          Kenosha, Wisconsin ("Property") as amended by September 8, 1997 
          Letter Agreement

Gentlemen:

     The undersigned hereby consent to the assignment of the Agreement of Sale
to Clearview Investments, Ltd., a Texas limited partnership ("Assignee"),
provided that Assignee assumes all of the obligations of Purchaser under the
Agreement of Sale and Purchaser remains liable for all the obligations of
Purchaser under the Agreement of Sale.  Purchaser and Assignee represent that
no monetary consideration is being paid to Purchaser by any person or entity in
exchange for the assignment of Purchaser's interest in the Agreement of Sale,
except as to (i) independent consideration of $100, (ii) Expense Reimbursement
of $160,000, (iii) Earnest Money Replacement of $150,000, and (iv) Equity
Placement Fee of $250,000.  The assignment rights pertaining to Purchaser
contained in paragraph 14 of the Agreement of Sale shall apply to Assignee
provided that any additional assignee assumes all of the obligations of
Purchaser under the Agreement of Sale, neither Purchaser nor Assignee should be
released from any liability under the Agreement of Sale, any such additional
Assignee agrees to execute a letter in form and substance identical to this
letter.  Purchaser shall be a permitted additional Assignee.  Any entity in
which Assignee retains an ownership or net profits interest, as well as
Purchaser, shall be a permitted additional Assignee, so long as no additional
compensation is paid to Purchaser.  In exchange for the consent contained
herein, Purchaser and Assignee agree to release the Earnest Money and direct
the Escrow Agent to disburse the Earnest Money to the undersigned on November
10, 1997 provided that the Agreement of Sale has not been terminated pursuant
to paragraph 7 of the Agreement of Sale.
<PAGE>
                         FACTORY OUTLET CENTRE LIMITED
                         LIABILITY COMPANY, an Illinois limited
                         liability company

                         By:  Outlet Centre Investors, an Illinois
                                 partnership, a member

                              By:  Balcor Partners-XXI, an Illinois
                                      general partnership, its general
                                      partner

                                   By:  The Balcor Company, a 
                                           Delaware corporation, its
                                           general partner

                                   By:  /s/ Beth Goldstein
                                        --------------------------
                                   Name:    Beth Goldstein
                                   Its:     Authorized Representative

Agreed To and Accepted this
     24th day of October, 1997.

INSIGNIA COMMERCIAL INVESTMENTS GROUP, INC.,
a Delaware corporation

By:  /s/Michael R. Horowitz
      ----------------------
Name:   Michael R. Horowitz
Its:    President

CLEARVIEW INVESTMENTS, LTD.,
a Texas limited partnership

By:/s/Carla B. Fulton  
      -----------------
<PAGE>