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                                                                EXHIBIT 10.49


                          AMENDMENT OF MANAGEMENT AGREEMENT

     THIS AMENDMENT OF MANAGEMENT AGREEMENT (the "Amendment") is entered into as
of January 6, 1997, by and among ALDUS III ASSOCIATES, a New York limited
partnership ("Owner"), PROPERTY RESOURCES CORPORATION, a New York corporation
("PRC"), solely in its capacity as general partner of Owner, and NHP/PRC
MANAGEMENT COMPANY LLC ("Venture").

                                    WITNESSETH,

          WHEREAS, Owner is the owner of that certain real property located in
the Borough of The Bronx, in the City of New York, New York (the "Property');

          WHEREAS, pursuant to that certain limited partnership agreement by and
among PRC and other parties thereto, as amended and supplemented, PRC is the
(managing) general partner of Owner, charged with the management and control of
Owner;

          WHEREAS, Owner entered into that certain Management Agreement, dated
as of May 6, 1985, with PRC Management Corporation, a/k/a PRC for the management
of the Property (the "Management Agreement");

          WHEREAS, pursuant to that certain Assignment and Assumption of
Management Agreements dated as of the date hereof, PRC has assigned to Venture
all of its right, title and interest under the Management Agreement and Venture
has assumed all of the duties and obligations of PRC under the Management
Agreement;

          WHEREAS, the parties desire to amend the Management Agreement in order
to incorporate therein certain provisions required by the Secretary of Housing
and Urban Development and to make other amendments;

          NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

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                                      ARTICLE I
                       AMENDMENT OF MANAGEMENT AGREEMENT


     SECTION 1.1.  AMENDMENT TO SECTION 4.  SECTION 4 of the Agreement is hereby
amended by adding the following paragraph to the end thereof:

"All management fees will be computed and paid according to HUD Requirements.
Notwithstanding any other provisions of this Agreement, HUD may terminate this
Agreement (i) for failure to comply with the provisions of the Management
Certification or other good cause, thirty (30) days after HUD has mailed the
Owner and Agent a written notice of its desire to terminate this Agreement; (ii)
in the event of a default under the Mortgage, Note, Regulatory Agreement or HAP
Contract, immediately upon HUD's issuance of a notice of termination to Owner
and Agent; or (iii) upon taking possession of the Project as mortgagee-in-
possession.  If HUD terminates this Agreement, Owner will promptly make
arrangements for providing management satisfactory to HUD.  Upon termination of
this Agreement, Agent will within thirty (30) days of the date of termination
turn over to Owner all of the Project's cash, trust accounts, investments and
records.  No "hold harmless clause" of the type prohibited by HUD which exempts
the Agent from all liability for  damages and injuries shall be enforceable.  In
the event of any conflict between the provisions of this Agreement and HUD
Requirements, the rights and requirements of HUD will prevail."

     SECTION 1.2.  AMENDMENT TO SECTION 10.  SECTION 10 of the Agreement is
hereby amended by adding the following sentences after the first sentence of the
introductory paragraph:

     "Owner agrees to promptly forward all inquiries about leases to Agent.
With the consent of Owner, Agent may retain a leasing broker.  Fees paid to a
leasing broker will not reduce Agent's compensation under this Agreement."

     SECTION 1.3.  AMENDMENT TO SECTION 10(E).  SECTION 10(e) of the Agreement
is hereby amended by adding the following sentence after the first sentence
thereof:

     "Agent is authorized to negotiate all leases, including all renewals and
extensions of leases, and, subject to existing contractual rights of tenants and
applicable State and local law governing tenants' rights, to cancel and modify
existing leases."

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      SECTION 1.4.  AMENDMENT TO SECTION 10(F).  SECTION 10(f) of the Agreement
is hereby amended to read as follows:

     "Agent is authorized to change or revise all rents, tenant charges, or
deposits, and any other charges with respect to the Project, subject to
compliance with HUD Requirements as applicable and subject to existing
contractual rights of tenants and applicable State and local law governing
tenants' rights.  In no event will the rents, charges or deposits exceed amounts
approved or permitted by HUD."

     SECTION 1.5.  AMENDMENT TO SECTION 11.  SECTION 11 of the Agreement is
hereby amended to read as follows:

     "11.  OPERATING AND RESERVE ACCOUNTS.  Agent shall maintain an account or
accounts, collectively referred to herein as the Operating and Reserve Account
or Rental Agency Account, for the deposit of receipts collected as described
herein, in a bank or other institution whose deposits are insured by the Federal
Deposit Insurance Corporation ("FDIC").  Such depository shall be selected by
the Owner.  Funds from the Project in the Operating and Reserve Account shall
remain the property of Owner subject to disbursement of expenses by Agent as
described in this Agreement.  The Operating and Reserve Account shall be
interest bearing with interest credited to Owner monthly or promptly after the
end of the term of any investment.

     Owner agrees to provide, to the extent Project funds are available,
sufficient funds to maintain at all times a balance in the Operating and Reserve
Account in the amount shown on the attached Schedule A, which is incorporated
herein and made a part hereof (the "Contingency Reserve").  Owner shall take no
distribution of surplus cash at any time that a deficiency exists in the
Contingency Reserve.  Owner and Agent shall review the amount of the Contingency
Reserve from time to time and shall agree in writing on a new Contingency
Reserve amount when such is required.

     Owner shall give Agent advance written notice of at least ten (10) days if
Owner, on Owner's initiative, desires Agent to make any additional monthly or
recurring payments (such as mortgage indebtedness, general taxes, or special
assessments, or fire, steam boiler, or other insurance premiums) out of the
proceeds from the Project.  If Owner notifies Agent to make such payments after
the beginning of the term of this Agreement, Agent shall have the authority to
name a new Contingency Reserve amount pursuant to this section of the Agreement,
and Owner shall maintain this new Contingency Reserve amount at all times in the
Operating and Reserve Account."

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     SECTION 1.6.  AMENDMENT TO SECTION 12.  SECTION 12 of the Agreement is
hereby amended to read as follows:

     "12. ENFORCEMENT OF LEASES.  Agent is authorized to institute, in Owner's
name, all legal actions or proceedings for the enforcement of any lease
provision, for the collection of rent or other income from the Project or for
any evicting or dispossessing of tenants or other persons from the Project.
Agent is authorized to sign and serve such notices as Agent deems necessary for
lease enforcement, including the collection of rent or other income.  Agent is
authorized, when expedient, to settle, compromise, and release such legal
actions or suit or reinstate such tenancies.  Any monies for such settlements
paid out by Agent shall not exceed $2,500 without prior approval by Owner.
Attorney's fees, filing fees, court costs, and other necessary expenses incurred
in connection with such actions and not recovered from tenants shall be paid out
of the Operating and Reserve Account or reimbursed directly to Agent by Owner.
Owner shall provide Agent with a listing of acceptable counsel to handle such
litigation, and shall notify Agent in writing of any changes to such listing."

     SECTION 1.7.  AMENDMENTS TO SECTION 13.

     (a) The introductory paragraph of SECTION 13 is hereby amended by adding
the following sentences to the end thereof:

     "Notwithstanding anything to the contrary in this Agreement, the Agent's
responsibilities under this Agreement with respect to the maintenance and repair
of the Project are subject to the availability of funds of the Project and to
generally accepted standards of reasonableness with regard to the nature and
timing of repairs, and such responsibilities do not include construction or
rehabilitation work that is beyond the scope of usual and customary maintenance
and repairs."

     (b) SECTION 13(d) of the Agreement is hereby amended by adding the
following sentences at the end thereof:

     "The Owner shall have the right to designate the party or parties
responsible  for such materials, equipment, tools, appliances, supplies and
services, provided that if the Owner makes such designation the Owner shall
indemnify and hold harmless the Agent against all fees, cost (including
reasonable fees and expenses of counsel), liability, and expense resulting from
Owner's selection and the consequences of Owner's selection and the results or
consequences of any direction or supervision by Owner or its general partner of
such party or parties.

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     (c) SECTION 13(e) of the Agreement is hereby amended as follows:

        (i) by deleting the amount "One Thousand Dollars ($1,000)" and
substituting the amount "Five Thousand Dollars ($5,000)" therefor; and

        (ii) by adding the following sentence to the end thereof:

      "Subject to the right of the Owner to direct Agent to utilize Triboro
Maintenance Company pursuant to SECTION 13 (d) hereof, the Agent may make
expenditures of up to Five Thousand Dollars ($5,000) in connection with the
maintenance and repair of the Project without the Owner's consent provided such
expenditures are within the approved amount budgeted for the appropriate budget
category as listed in Schedule B attached hereto and made a part hereof."

       SECTION 1.8.  AMENDMENT TO SECTION 14.    SECTION 14 of the Agreement is
hereby amended by deleting the second sentence thereof and substituting the
following sentences therefor:

     "Agent shall, in Owner's name and at Owner's expense, make contracts on
Owner's behalf for such services or such other services as Agent shall deem
necessary or prudent for the operation of the Project.  Owner shall have the
authority to select depository institutions for Project accounts, Project
auditors, and Project counsel (including but not limited to counsel for
landlord/tenant and tax appeal matters).  All utility deposits shall be Owner's
responsibility, except that Agent may pay same from the Operating and Reserve
Account at Owner's request."

      SECTION 1.9.  AMENDMENTS TO SECTION 15.

     (a)  The introductory paragraph of SECTION 15 of the Agreement is hereby
amended as follows:

          (i) by deleting the phrase "a Resident Manager," in the first sentence
thereof;

          (ii) by adding the following sentence after the first sentence
thereof:

     "Agent shall have the right to reorganize the management of the Project
(e.g., by designating site managers whose duties would

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include supervision of maintenance) as permitted by HUD provided such
reorganization is cost-neutral to the Project.";

          (iii) by adding the phrase "or Agent's affiliate" following the phrase
"will be employees of the Agent" in the second sentence thereof; and

          (iv) by adding the following sentences to the end thereof:

     "Agent shall have authority to hire all personnel, including supervisory
personnel.  The Owner may notify Agent in writing that in its opinion the
district manager is not performing his or her duties in a satisfactory manner.
Agent shall have thirty (30) days in which to resolve the problems cited in
Owner's notification to Agent's reasonable satisfaction.  In the event that the
problems cited in Owner's notification are not resolved to Owner's reasonable
satisfaction within such thirty (30) day period, Owner may direct Agent to
reassign such district manager.  Owner shall indemnify, defend and hold harmless
Agent against any losses, costs or other liability which may result from any
reassignment of a district manager at the direction of Owner."

     (b) SECTION 15(a) of the Agreement is hereby amended by substituting the
phrase "site manager, if any" for "Resident Manager" wherever it appears.

     (c) SECTION 15(b) of the Agreement is hereby amended to read as follows:

     "(b)     Agent shall establish the compensation for employees.  Any
compensation arrangements that are not consistent with the approved budget or
with the compensation arrangements in effect with respect to employees of the
management agent prior to the current Agent, shall be approved by Owner, in
writing and in advance of the consummation of such arrangements, which approval
shall not be unreasonably withheld.

     (d) SECTION 15(d) of the Agreement is hereby amended as follows:

         (i) in the first sentence, by deleting phrase "the Resident Manager,
site manager," and substituting "the site manager, if any," therefor; and

         (ii) by deleting the second sentence, and substituting the following
sentence:

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     "Notwithstanding the previous sentence, reimbursement by the Owner of the
current Agent for such costs shall be consistent with practices in effect with
respect to the previous Agent."

      (e) A new SECTION 16(f) is hereby added, as follows:

     "(f) Owner shall reimburse Agent for the cost of payroll and benefits
administration services; such reimbursements shall be paid out of the Rental
Agency Account and will be treated as Project expenses."

     SECTION 1.10.  AMENDMENT TO SECTION 16.   SECTION 16 of the Agreement is
hereby amended by adding the following to the end of SECTION 16(c):

     "If Agent elects to advance any money in connection with the Project to pay
any expenses for Owner, such advance shall be considered a loan subject to
repayment with interest.  Owner hereby agrees to reimburse Agent for such
advances, including interest at the rate of two percent (2%) over the
fluctuating prime rate of interest published in the "Money Rates" section of the
WALL STREET JOURNAL as the base rate of interest on corporate loans posted by
the nation's largest banks; which rate shall be adjusted as and when any change
in the WALL STREET JOURNAL'S Prime Rate occurs, or if such rate is no longer
published, then the Prime Rate announced from time to time by Bank of Boston or
their successors of assigns.  Owner shall make no distributions of surplus cash
unless and until all such advances have been repaid."

     SECTION 1.11.  AMENDMENT TO SECTION 17.  SECTION 17 of the Agreement is
hereby amended as follows:

     (a) by amending the second sentence to read as follows:

     "Except as permitted under Subsection 13(e) above, or for actual costs of
debt service, taxes, insurance and utilities, annual disbursements for each type
of operating expenses itemized in the budget will not exceed the amount
authorized by the approved budget."

     (b) in the third sentence, by deleting the phrase "and will submit the same
to the Owner at least thirty (30) days before the beginning of the fiscal year"
and substituting the following therefor:

     "...and will submit the same no later than the immediately preceding
November 15."

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     (c) by adding the following sentences to the end thereof:

     "Agent shall make a good faith effort to maintain receipts at least at the
level of the approved budget and to maintain disbursements within the level of
the approved budget.  Provided Agent has made such good faith efforts, the
failure of the Project to be operated within the approved budget shall not
constitute a breach of this Agreement or otherwise constitute grounds for any
adverse action by Owner against Agent."

     SECTION 1.12.  AMENDMENT TO SECTION 18(G).  SECTION 18(g) of the Agreement
is hereby amended by deleting the words "tenth (10th)" and substituting
"twentieth (20th)" therefor.

     SECTION 1.13.  AMENDMENTS TO SECTION 23.  SECTION 23 of the Agreement is
amended as follows:

     (a) by deleting the phrase, "and the Resident Manager will reside in one of
the dwelling units in the Project, and the Owner will make no rental charge for
the same."

     (b) by adding the following sentence to the end thereof:

     "Owner shall provide adequate space on the Project for a management
office."

     SECTION 1.14.  AMENDMENT TO SECTION 24.  SECTION 24 of the Agreement is
hereby amended by deleting the text thereof in its entirety and substituting the
following therefor:

     "INSURANCE.

     (a)     Owner shall obtain and keep in force adequate insurance against
physical damage (e.g., fire with extended coverage endorsement, boiler and
machinery, etc.) and against liability for loss, damage, or injury to the
Project or persons which might arise out of the occupancy, management operation,
or maintenance of the Project.  Any deductible required under such insurance
policies shall be at Owner's expense.  Automobile liability shall be maintained
by Owner at Owner's expense for $26,000,000 (including umbrella coverage)
combined single limit for all owned, hired and non-owned vehicles.  Owner's
general partner(s) and Agent shall be covered as additional

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insureds on all liability insurance maintained with respect to the Project.
Liability insurance shall be adequate to protect the interests of both Owner and
Agent and in form, substance, and amounts reasonably satisfactory to Owner and
Agent but not less than $26 million (including umbrella coverage) per occurrence
per location for bodily injury, property damage and personal injury.  Said
policies shall provide that notice of default or cancellation shall be sent to
Agent as well as Owner and shall require a minimum of thirty (30) days' (ten
(10) days' in the case of cancellation for nonpayment of premiums) actual prior
written notice to Agent before any cancellation or non-renewal of said policies.
Owner agrees to furnish Agent with certificates evidencing such insurance or
with duplicate copies of such policies within ten (10) days of the assumption of
management responsibilities by the current Agent.  If Owner fails to obtain and
maintain insurance coverage in accordance with the foregoing, then after notice
by the Agent and Owner's failure to  cure without any lapse in coverage within
ten (10) days, Agent may, but shall not be obligated to, place said insurance
meeting the terms described above and charge the cost thereof to the Operating
and Reserve Account.

     (b)     Agent shall require all contractors performing work on the Project
to carry comprehensive general liability coverage for $1,000,000 combined single
limit including products, completed operations and contractual liability, for
bodily injury and property damage, and automobile liability for $500,000
combined single limit for all owned, hired and non-owned vehicles as well as
worker's compensation coverage for statutory limits.  Evidence of coverage is to
be secured through a certificate of insurance, naming the Owner, its general
partner(s)s and Agent as additional insureds.  The certificate must provide a
minimum of  thirty (30) days' (ten (10) days' in the case cancellation for
nonpayment of premiums) actual prior written notice of cancellation and/or non-
renewal.  The Owner may require higher limits based on the nature of the work to
be performed and amount of the contract.  Agent shall have the right to waive
this provision in an emergency without Owner's consent, provided the Agent
determines in its discretion it is in the best interest of the Project to hire a
contractor without such coverage and provided Agent has made reasonable attempts
to contact Owner and has been unable to do so."

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     SECTION 1.15.  AMENDMENT TO SECTION  27.

     [Reserved]

     SECTION 1.16.  AMENDMENT TO SECTION 28.

     (a)  SECTION 28(d) of the Agreement is hereby amended to read as follows:

     "(d)     The rights of the Secretary to terminate this Agreement are set
forth in SECTION 4 of this Agreement."

     (b)  SECTION 28 of the Agreement is hereby amended by renumbering the
existing SECTION 28(e) as SECTION 28(f) and by inserting the following provision
as SECTION 28(e):

     "(e)     In the event that any insurance required of Owner is not
maintained without any lapse, or the Project or any portion thereof, or any act
or failure to act by Owner or its agents and employees with respect to the
Project, fails to comply with any law or regulation, or any order or ruling of
any public authority, and Agent, in its reasonable discretion, considers that
the action or position of Owner or its representatives with respect thereto may
result in material damage or liability to Agent or its submanagement agents, or
in a disciplinary proceeding with respect to Agent's license or those of its
submanagement agents, Agent shall have the right to terminate this Agreement at
any time upon giving Owner fifteen (15) days written notice of its election to
do so and the Owner's failure to cure, which termination shall be effective upon
the expiration of such fifteen (15) day period.  Such termination shall not
release the indemnities set forth herein.  If, subsequent to such termination,
Owner cures such failure to maintain insurance or such failure to comply, and
notifies Agent in writing of such cure, Owner may request in writing  that Agent
reinstate the Agreement, and Agent shall so reinstate the Agreement, effective
as of a date mutually agreeable to Owner and Agent, if it determines in its
reasonable discretion that such reinstatement will not result in material damage
or liability to Agent or its submanagement agents, or in a disciplinary
proceeding with respect to Agent's license or those of its submanagement agents,
on the basis of the action or position of the Owner or its representatives on
which the termination was based."

     (c) SECTION 28(f) of the Agreement, as renumbered, is hereby amended by
adding the following sentence at the end thereof:

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     "Owner shall remain liable for the obligations of any contract or
outstanding bill executed by Agent for and on behalf of Owner which are
permitted by the approved budget or permitted by the terms of this Agreement."

     SECTION 1.17.  ADDITIONAL PROVISIONS.  The following provisions are hereby
added to the Agreement as SECTIONs 30-43 thereof:

     "30.  RELATIONSHIP OF AGENT TO OWNER.  The relationship of the parties to
this Agreement shall be that of Principal and Agent, and all duties to be
performed by Agent under this Agreement shall be for and on behalf of Owner, in
Owner's name and for Owner's account.  In taking any action under this
Agreement, Agent shall be acting only as Agent for Owner, and nothing in this
Agreement shall be construed as creating a partnership, joint venture, or any
other relationship between the parties to this Agreement except that of
Principal and Agent, or as requiring Agent to bear any portion of losses arising
out of or connected with the ownership or operation of the Project.  Agent shall
not at any time during the period of this Agreement be considered a direct
employee of Owner.

     31.  SAVE HARMLESS.  (a) Agent shall indemnify, defend and save harmless
Owner, its partners, and their respective officers, directors, employees,
agents, affiliates, contractors and each of them (together, for purposes of this
subparagraph 31(a), the "Owner") from all claims, demands, causes of action,
loss, damage, liabilities, cost and expenses, including but not limited to
reasonable attorneys' fees and expenses, but only in excess of amounts actually
received by Owner from any insurance proceeds (together, "Losses") in any manner
relating to, arising out of, or resulting from Agent's fraud, negligence, or
misconduct with respect to its services and obligations under this Agreement, or
in the event Agent and/or Owner is adjudicated (as evidenced by a final, non-
appealable court order) or acknowledges to have violated any fair housing, fair
employment or rent control law, ordinance, or regulation applicable to the
Project (together, "Fair Housing/Rent Control Laws") as a result of any act or
omission of Agent, so long as Agent's act or omission was not directed by Owner.
Notwithstanding the foregoing, in the event of Losses relating to, arising out
of, or resulting from Agent's acts or omissions which do not constitute gross
negligence or willful misconduct and which do not relate to a violation of Fair
Housing/Rent Control Laws, with respect to the first $50,000 of such Losses from
each occurrence, Agent shall be obligated to indemnify Owner for only one-half
of such Losses.

     (b) Owner shall indemnify, defend and save harmless Agent and its officers,
directors, employees, agents, affiliates, contractors and each of them from

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all claims, demands, causes of action, loss, damage, liabilities, cost and
expenses (including but not limited to reasonable attorneys' fees and expenses),
but only in excess of amounts actually received by Agent from any insurance
proceeds, in any manner relating to, arising out of, or resulting from (i)
Agent's performance of services that are within the scope of Agent's authority
under this Agreement, (ii) any acts taken or not taken by Agent at the specific
direction of Owner or its general partners, (iii) the failure of Agent to pay
any expenses and cost of the Project if necessary funds are not made available
to Agent, unless such unavailability of funds is due to Agent's breach of its
obligations hereunder, (iv) Agent's acts or omissions not within the scope of
Agent's indemnity set forth in paragraph 31(a) above, and (v) any breach of
Owner's representation or warranties under Article II of the Amendment of
Management Agreement by and among Owner, Agent and Property Resources
Corporation.

     (c) Owner shall pay reasonable expenses incurred by Agent in obtaining
legal advice in the ordinary course of business regarding compliance with any
law affecting the Project or activities related to it; provided, however, Agent
shall obtain Owner's approval of the engagement of legal counsel, which approval
shall not be unreasonably withheld.  Notwithstanding the preceding, Owner hereby
approves Manager's use of the Washington, D.C. firms of Holland & Knight and
Swidler & Berlin, Chartered, with respect to HUD matters.

32.  TAXES.  Agent shall be responsible for monitoring all real estate and
personal property taxes for the Project (unless the Owner otherwise directs the
Agent).  Owner shall be responsible for conducting any tax appeals to
appropriate authorities.  Agent shall, at no additional compensation, cooperate
with the attorney selected by the Owner in providing information for tax appeals
and complete the forms required by the applicable governmental agency for filing
the tax appeal.  In the event that preparation by Agent of more extensive
documentation is required, Owner shall negotiate with Agent for the payment of
additional compensation.  Agent shall promptly forward copies of all tax bills
and notices to Owner but Agent shall account for, administer and pay all tax
invoices and escrows pursuant to the approved budget unless otherwise directed
by Owner.

33.  AGENT ASSUMES NO LIABILITY.  (a)  Agent assumes no liability whatsoever for
any acts or omissions of Owner, or any previous owners of the Project, or any
previous management or other agent of either.  Agent assumes no liability for
any failure of or default by any tenant in the payment of any rent or other
charges due Owner or in the performance of any obligations owed by any tenant to
Owner pursuant to any lease or otherwise.  Nor does Agent assume any liability
for previously unknown violations of environmental laws,

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statutes, ordinances or regulations (each, an "Environmental Law" and
collectively, "Environmental Laws") or other laws, statutes, ordinances or
regulations which may become known after the assumption of management
responsibilities by the current Agent.  Any such statutory or regulatory
violations or hazards discovered by Agent shall be brought to the attention of
Owner in writing.  Agent shall have no responsibility for remediation of
conditions constituting violations of Environmental Laws unless such conditions
were caused by Agent. Owner shall promptly cure violations of Environmental Laws
if such violations were not caused by Agent.  Agent may be involved in the
selection of the contractor retained to cure such violations and shall
coordinate with the activities of such contractor.  Within the scope of Agent's
duties under SECTION 13 of this Agreement, and to the extent Project funds are
available, Agent shall cure violations of laws, statutes, ordinances and
regulations other than Environmental Laws.

     (b)  For purposes of this Agreement, "Environmental Law" shall mean any
federal, state, county, local or foreign statute, law, rule, regulation or
ordinance, code, handbook, written policy, rule of common law, order, decree,
judgment, or other legal, judicial, regulatory, governmental or quasi-government
requirement now in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to the environment, health, safety
or Hazardous Materials, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended; the
Resource Conservation and Recovery Act of 1976, as amended; the Occupational
Safety and Health Act, as amended; the Federal Water Pollution Control Act, as
amended, 33 U.S.C. Section 1251 et seq.; the Toxic Substances Control Act, 15
U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.;
the Safe Drinking Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution
Act of 1990, Pub. Law 101-380 and any state and local or foreign counterparts or
equivalents.  Notwithstanding the foregoing, for purposes of this Agreement the
term "Environmental Law" shall not include matters under the jurisdiction of the
New York City Environmental Control Board or successor agency except with regard
to Hazardous Materials.  For purposes of this Agreement, the term "Hazardous
Materials" shall mean (a) any petroleum or petroleum products, radioactive
materials, asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment that contain
electric fluid containing levels of polychlorinated biphenyls and radon gas; (b)
any chemicals, materials or substances defined as or included in the definition
of "hazardous substances," "hazardous waste," "hazardous materials," "extremely
hazardous waste," "restricted hazardous waste," "toxic substances," "toxic
pollutants," "contaminants," or "pollutants," or

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<PAGE> 14

words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental or regulatory entity or which poses a threat to
health or safety, but shall not mean Hazardous Materials used or released in
material compliance with Environmental Laws in the ordinary course of the
operations of the Project, including, without limitation, fuel oil and cleaning
solvents, and Hazardous Materials included in the Projects, including, without
limitation, any currently existing asbestos, lead paint, and urea formaldehyde
foam insulation.

34.  REPRESENTATIONS.  Owner and Agent represent and warrant that they have full
power and authority to enter into this Agreement.

35.  BUILDING COMPLIANCE.  Owner represents that to the best of Owner's
knowledge, except as shown on the physical inspection reports listed in Schedule
C attached hereto and made a part hereof, the Project and all equipment therein
comply with all requirements of any applicable building codes and with all
statutes, ordinances, laws, and regulations of any governmental body or of any
public authority or official thereof having jurisdiction, and Owner authorizes
Agent to disclose the ownership of the Project to any such officials and,
subject to the limitations on liability in Paragraph 31 of this Agreement,
agrees to defend, indemnify and hold Agent, its officers, directors, employees,
agents, affiliates, contractors and each of them harmless of and from all loss,
cost, expense and liability whatsoever which may be imposed by reason of any
present or future violation or alleged violation of such laws, ordinances,
statutes or regulations, provided Agent has notified Owner of such violation
within a reasonable time of the Agent acquiring actual knowledge thereof.

36.  MEETINGS WITH GOVERNMENTAL AGENCIES.  Agent shall advise Owner of, and
provide Owner with an opportunity to attend, meetings with Federal, state and
local governmental agencies at which issues with significant potential
implications for the Project are to be discussed.

37.  INDEMNIFICATION SURVIVES TERMINATION.  All representations and warranties
of the parties contained herein shall survive the termination of this Agreement.
All provisions of this Agreement that require Owner or Agent to have insured or
to defend, reimburse, or indemnify the other shall survive any termination; and
if Agent or Owner is or becomes involved in any proceeding or litigation by
reason of having been Owner or Agent, such provisions shall apply as if this
Agreement were still in effect.

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<PAGE> 15

38.  HEADINGS.  All headings and subheadings employed within this Agreement are
inserted only for convenience and ease of reference and are not to be considered
in the construction or interpretation of any provision of this Agreement.

39.  FORCE MAJEURE.  Any delays in the performance of any obligation of Agent or
Owner under this Agreement shall be excused to the extent that such delays are
caused by wars, national emergencies, natural disasters, strikes, labor
disputes, utility failures, governmental regulations, riots, adverse weather,
and other similar causes not within the control of Agent or Owner, and any time
periods required for performance shall be extended accordingly.

40.  RIGHTS CUMULATIVE; NO WAIVER.  No right or remedy herein conferred upon or
reserved to either of the parties to this Agreement is intended to be exclusive
of any other right or remedy, and each and every right and remedy shall be
cumulative and in addition to any other right or remedy given under this
Agreement or now or hereafter legally existing upon the occurrence of an event
of default under this Agreement.  The failure of either party to this Agreement
to insist at any time upon the strict observance or performance of any of the
provisions of this Agreement, or to exercise any right or remedy as provided in
this Agreement, shall not impair any such right or remedy or be construed as a
waiver or relinquishment of such right or remedy with respect to subsequent
defaults.  Every right and remedy given by this Agreement to the parties to it
may be exercised from time to time and as often as may be deemed expedient by
those parties.

41.  APPLICABLE LAW AND PARTIAL INVALIDITY.  The execution, interpretation and
performance of this Agreement shall in all respects be controlled and governed
by the laws of the State of New York.

42.  NOTICES.  Any notices, demands, consents and reports necessary or provided
for under this Agreement shall be deemed received (i) when delivered, if
delivered personally;  (ii) when transmitted, if sent by facsimile if a
confirmation of transmission is produced by the sending machine (and a copy of
such facsimile is promptly sent by another means specified in this SECTION 42) ;
or (iii) on the first business day following the date of sending, if sent by
overnight U.S. Postal Service mail or other nationally recognized overnight
courier service, in each case to the parties at the following address (or such
other address as a party shall have specified by notice given in accordance with
this SECTION 42):

                                        -15-

<PAGE> 16

To Agent:

NHP/PRC Management Company LLC
c/o NHP Management Company
Suite 400
8065 Leesburg Pike
Vienna, Virginia 22182
Attention: J. Robert Hiner
Fax No.  703/394-2900

with copies to:

Joel F. Bonder, Esq.
General Counsel
NHP Management Company
Suite 400
8065 Leesburg Pike
Vienna, VA 22182
Fax No. 703/394-2970

and

Kenneth G. Lore, Esq.
Swidler & Berlin, Chartered
Suite 300
3000 K Street, N.W.
Washington, D.C.  20007
Fax No. 202/424-7645

To Owner:

Property Resources Corporation
19 East 82nd Street
New York, New York  10028
Attn:  Frank E. Linde
Fax:  (212) 737-3989

                                        -16-

<PAGE> 17

with copies to:

Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York  10022
Attn: Jack H. Nusbaum, Esquire
Fax:  (212) 821-8111

and

Jerrold I. Hirschen, Esq.
The Law Offices of Hirschen and Singer
The Bar Building
36 West 44th Street
New York, New York 10036
Fax: (212) 302-8536

43.  AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS; DELEGATION OF
RESPONSIBILITIES.  This  Agreement shall be binding upon the parties hereto and
their respective personal representatives, heirs, administrators, executors,
successors and assigns.  The Agent may delegate responsibilities hereunder to
Property Resources Corporation and to NHP Management Company under submanagement
agreements entered into by the Agent and each of them."


                                     ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     Each of the parties hereto represents and warrants to the other, as
follows:

     SECTION 2.1.  ORGANIZATION.  It is duly organized, validly existing and in
good standing under the laws of its jurisdiction of formation, and has all
requisite power and authority to own, lease and operate its assets and
properties and to conduct its business as currently being conducted.

     SECTION 2.2.  AUTHORIZATION, VALIDITY AND ENFORCEABILITY.  It has full
power and authority to execute, deliver and perform its obligations under this
Amendment.   The execution, delivery and performance by it of this Amendment and
the consummation by it of the transactions contemplated hereby have been duly
authorized by its board of directors or other governing body and no other
proceedings on its part are necessary to authorize this Amendment or the

                                        -17-

<PAGE> 18

transactions contemplated hereby.  This Amendment has been duly executed and
delivered by it, and constitutes the legal, valid and binding obligation of it,
enforceable against it in accordance with the terms hereof, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting rights of creditors generally and by
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

     SECTION 2.3.  CONSENTS AND APPROVALS.  No consent, approval, authorization,
license or order of, registration or filing with, or notice to, any governmental
or regulatory body is necessary to be obtained, made or given by it in
connection with the execution, delivery and performance by it of this Amendment
or the consummation by it of the transaction contemplated hereby.


                                       ARTICLE III
                                MISCELLANEOUS PROVISIONS

     SECTION 3.1.  AMENDMENTS.  The terms, provisions, and conditions of this
Amendment may not be changed, modified, or amended in any manner except by an
instrument duly executed by both of the parties hereto.

     SECTION 3.2.  AGREEMENT IN FULL FORCE AND EFFECT.  Except as expressly
modified by this Amendment, the Agreement is hereby ratified and confirmed in
all respects and shall remain in full force and effect.

     SECTION 3.3.  ANNOUNCEMENTS.    None of the parties hereto shall make any
public disclosure with respect to this Amendment and the transactions
contemplated by this Amendment; provided, however, that either party may make
any public disclosure it believes in good faith is required by law or regulation
(in which case the disclosing party shall advise the other parties hereto prior
to making such disclosure and provide the other parties an opportunity to review
the proposed disclosure).

     SECTION 3.4.  EXPENSES.    Except as expressly set forth herein, each party
to this Amendment shall bear all of its legal and other expenses incurred by it
or on its behalf in connection with the transaction contemplated by this
Amendment.

     SECTION 3.5.  DESCRIPTIVE HEADINGS.  The descriptive headings of the
several sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

     SECTION 3.6.  COUNTERPARTS.  For the convenience of the parties, any number

                                        -18-

<PAGE> 19

of counterparts of this Amendment may be executed by any one or more parties
hereto, and each such executed counterpart shall be, and shall be deemed to be,
and original, but all of which shall constitute, and shall be deemed to
constitute, in the aggregate but one and the same instrument.

     SECTION 3.7.  GOVERNING LAW.  The execution, interpretation and performance
of this Amendment shall in all respects be controlled and governed by the laws
of the State of New York.

     SECTION 3.8.  CONSTRUCTION.    In the event of any conflict between the
provisions of this Amendment and the provisions of the Agreement as in effect
prior to the effective date of this Amendment, the former shall govern.  The
language used in this Amendment shall be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction shall
be applied against any party.  Unless the context otherwise requires, a term has
the meaning assigned to it by this Amendment.

     SECTION 3.9.  SEVERABILITY.  If any one or more of the provisions herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect, and of the
remaining provisions, shall not be in any way impaired or affected.  In such
event, there shall be added as part of this Agreement a provision as similar in
terms to such illegal, invalid or unenforceable provision as may be possible and
be legal, valid and enforceable.  The effective date of the added provision
shall be the date upon which the prior provision was held to be invalid, illegal
or unenforceable.


                      REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                        -19-

<PAGE> 20

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

<TABLE>
<CAPTION>
                              ALDUS III ASSOCIATES
                              By: Property Resources Corporation
                              Its:  General Partner

                              <S>     <C>
                              By:
                                      ------------------------------------
                              Name:   Frank E. Linde
                              Title:  President
</TABLE>

<TABLE>
<CAPTION>
                              PROPERTY RESOURCES CORPORATION

                              <S>     <C>
                              By:
                                      ------------------------------------
                              Name:   Frank E. Linde
                              Title:  President
</TABLE>


<TABLE>
<CAPTION>
                              NHP/PRC MANAGEMENT COMPANY LLC

                              By:  NHP Management Company


                              <S>     <C>
                              By:
                                      ------------------------------------
                              Name:   Robert M. Greenfield
                              Title:  Executive Vice President
</TABLE>

                                        -20-

<PAGE> 21

<TABLE>
<CAPTION>
                              By:  Property Resources Corporation

                              <S>     <C>
                              By:
                                      ------------------------------------
                              Name:   Frank E. Linde
                              Title:  President
</TABLE>

                                        -21-