FIFTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT

     This Fifth Amendment to Agreement of Sale and Escrow Agreement  (the
"Amendment") is made and entered into as of the 17th day of October, 1997,
among Continental Realty Advisors, Ltd., a Colorado corporation and Signet
Partners, a Colorado corporation (together, "Purchaser"), Chandler Investors,
an Illinois limited partnership ("Seller"), and Near North National Title
Corporation ("Escrow Agent").

                                  WITNESSETH:

     WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale entered into as of May 22, 1997 (as heretofore amended, the "Agreement"),
pursuant to which Seller agreed to sell to Purchaser, and Purchaser agreed to
purchase from Seller, the "Property" (as defined in the Agreement);

     WHEREAS, Seller, Purchaser and Escrow Agent are parties to that certain
Escrow Agreement entered into as of May 22, 1997 (as heretofore amended, the
"Escrow Agreement");

     WHEREAS, the Agreement and the Escrow Agreement have previously been
amended by instruments dated and entered into as of June 4, 1997, August 20,
1997, September 9, 1997, and September 30, 1997;

     WHEREAS, Seller and Purchaser now desire to further amend the Agreement
and the Escrow Agreement pursuant to the terms and provision set forth herein.

     NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller, Purchaser and Escrow Agent hereby agree as
follows:

     1.  All capitalized terms used in this Amendment, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Agreement or the Escrow Agreement.

     2.  The first three lines of paragraph 7.1 of the Agreement (as previously
amended by the September 30, 1997 Fourth Amendment to Agreement of Sale and
Escrow Agreement), are hereby deleted and replaced with the following language:

     "7.1  As used in this Agreement the term "Inspection Period" shall mean a 
     period of time beginning on the date of this Agreement and ending:  (a) as
     to all matters and conditions other than Purchaser's review of and 
     satisfaction with the Existing Survey, the Updated Survey and the Title 
     Commitment (whether in its current condition or as updated) -- October 1, 
     1997; and (b) as to Purchaser's review of and satisfaction with the 
     Existing Survey, the Updated Survey and the Title Commitment (whether in 
     its current condition or as updated )--October 24, 1997.  Purchaser and 
     the agent, engineers"..

     3.  Paragraph 7.1A of the Agreement (as adopted the parties and set forth
in the September 9, 1997 Third Amendment to Agreement of Sale and Escrow
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Agreement) is hearby deleted and replaced with the following landuage:

     "7.1A Purchaser shall have the right, at Purchaser's discretion, to 
     terminate this Agreement if it shall not have obtained a written loan 
     commitment or commitments in amounts and on terms and conditions 
     acceptable to Purchase prior to 5:00 P.M. Chicago time, October 24, 1997.
     If purchaser is able to obtain satisfactory loan commitments it shall give
     Seller and Escrow Agent written notice that Purchase has elected not to 
     exercise its termination rights hereunder.  If such written notice is not 
     received by Seller pursuant to this Paragraph 7.1A prior to 5:00 P.M. 
     Chicago time, October 24, 1997, then Purchaser shall be deemed to have 
     elected to terminate this Agreement, in which case the Earnest Money 
     deposited by Purchaser shall be immediately paid to Purchaser, together 
     with an interest earnest thereon, and neither Purchaser nor Seller shall 
     have any right, obligation or liability under this Agreement, except for 
     Purchaser's obligation to indemnify Seller and restore the Property as 
     more fully set forth in Paragraph 7.1

     4.  Paragraph 2 of the Escrow Agreement (as set forth in the September 30,
1997 Fourth Amendment to Agreement of Sale and Escrow Agreement ) is hereby
deleted in its entirety and replaced with the following:

     2.  Unless Escrow Agent has received written notice from Purchaser that 
     Purchaser has elected not to exercise its termination rights pursuant to 
     paragraph 7.1(a) of the Agreement (the "Paragraph 7.1(a) Acceptance 
     Notice") on October 1, 1997, and Escrow Agent has received written notice 
     from Purchaser that Purchaser has elected not to exercise its termination 
     rights pursuant to paragraph 7.1(b) of the Agreement (the "Paragraph 
     7.1(b) Acceptance Notice") on October 24, 1997, and unless Escrow Agent 
     has received written notice from Purchaser that Purchaser has elected not 
     to exercise its termination rights pursuant to paragraph 7.1A of the 
     Agreement (the "Financing Acceptance Notice") on October 24, 1997, then 
     the Escrow Agent shall promptly deliver to Purchaser the Earnest Money, 
     together with all interest earned thereon, and this Escrow Agreement shall
     be null and void.

     5.  Except as amended herein, the terms and conditions of the Agreement
and the Escrow Agreement shall continue in full force and effect and are hereby
ratified in their entirety.

     6.  This Amendment may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same agreement.

     7.  The parties hereto agree and acknowledge that a facsimile copy of any
party's signature on this Amendment shall be enforceable against such party as
an original.  The parties hereto further agree that this Amendment shall be
enforceable by and between the Purchaser and Seller prior to the execution of
this Agreement by Escrow Agent.
<PAGE>
     Executed as of the date first written above.

                    PURCHASER:

                    Continental Realty Advisors, Ltd., a Colorado 
                    corporation

                    By:  /s/David W. Snyder
                          ----------------------------------------------
                    Name:   David W. Snyder
                    Its:    Chairman

                    Signet Partners, a Colorado corporation

                    By:
                          -------------------------------
                    Name:
                    Its:

                    SELLER:

                    CHANDLER INVESTORS, an Illinois limited partnership

                    By:  BALCOR PARTNERS-XV, an Illinois partnership
                            Its general partner

                    By:  RGF-BALCOR ASSOCIATES-II, an Illinois general 
                            partnership, a general partner

                    By:  THE BALCOR COMPANY, a Delaware corporation, 
                         a general partner

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

                    ESCROW AGENT:

                    NEAR NORTH NATIONAL TITLE CORPORATION

                    By:
                            -----------------------------
                    Name:
                    Its:
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