SECOND AMENDMENT TO AGREEMENT OF SALE

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made as
of the 24th day of July, 1998 by and between JOSEPH FREED HOLDINGS, L.L.C., an
Illinois limited liability company ("Purchaser"), AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO, not personally but as Trustee under Trust Agreement
dated April 24, 1987 and known as Trust Number 102332-03 ("Trustee") and
EVANSTON PLAZA INVESTORS A REAL ESTATE LIMITED PARTNERSHIP, an Illinois limited
partnership ("Beneficiary") (Trustee and Beneficiary are hereinafter together
referred to as "Seller").

     WHEREAS, Seller and Purchaser entered into that certain Agreement of Sale
made as of December 8, 1997, as amended by the First Amendment to Agreement of
Sale ("First Amendment," together with the Agreement of Sale, the "Agreement"),
pursuant to which Purchaser agreed to purchase and Seller agreed to sell  that
certain property commonly known as Evanston Plaza, Evanston, Illinois, legally
described on Exhibit A of the Agreement;

     WHEREAS, Seller and Purchaser desire to amend the Agreement to extend the
date for the satisfaction of the conditions precedent as set forth in
Paragraphs 29.1, 29.2, 29.3 and 29.4 of the 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.   Defined Terms.  All capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Agreement.

     2.   Extension of the Date for Satisfaction of the Conditions Precedent.
Seller and Purchaser hereby acknowledge that Seller has exercised Seller's
right to extend the date for satisfaction of the conditions precedent contained
in Paragraphs 29.1, 29.2, 29.3 and 29.4 of the Agreement for three (3)
consecutive thirty (30) day periods following the last date for satisfaction
for each condition precedent pursuant to Paragraph 29.8 of the Agreement.
Seller and Purchaser further acknowledge that pursuant to the First Amendment
the date for the satisfaction of the conditions precedent contained in
Paragraphs 29.1, 29.2, 29.3 and 29.4 of the Agreement is July 29, 1998.  Seller
and Purchaser hereby agree that notwithstanding anything contained in the
Agreement to the contrary, the date for the satisfaction of any of the
conditions precedent contained in Paragraphs 29.1, 29.2, 29.3 and 29.4 of the
Agreement shall be extended for an additional thirty (30) day period.  Seller
and Purchaser agree that the date for satisfaction of the conditions precedent
contained in Paragraph 29.1, 29.2, 29.3 and 29.4 of the Agreement shall be
August 28, 1998.

     3.   Full Force and Effect and Counterparts.  Except as amended hereby,
the Agreement shall be and remain unchanged and in full force and effect in
accordance with its terms.  This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which, when taken
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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.

                           [EXECUTION PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.

                              PURCHASER:

                              JOSEPH FREED HOLDINGS, L.L.C., an
                              Illinois limited liability company

                              By: /s/Laurance H. Freed                         
                                  --------------------

                              Name: Laurance H. Freed                          
                                    ------------------
                       
                              Its:  Managing Member                            
                                   ------------------- 

                              SELLER:

                              TRUSTEE:

                              AMERICAN NATIONAL BANK AND 
                              TRUST COMPANY OF CHICAGO, not 
                              personally, but as Trustee under Trust 
                              Agreement dated April 24, 1987 and 
                              known as Trust No. 102332-03

                              By: /s/Mark Degrazia                             
                                  -----------------

                              Name: Mark Degrazia
                                  -----------------                            
            
                              Its: Trust Officer                               
                                  -----------------                         

                              BENEFICIARY:

                              EVANSTON PLAZA INVESTORS A REAL 
                              ESTATE LIMITED PARTNERSHIP, an 
                              Illinois limited partnership

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

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

                                        By: /s/ Jerry M. Ogle                  
                                            ------------------
                                        Name: Jerry M. Ogle
                                            ------------------                 
                                        Its: Managing Director and Secretary   
                                            --------------------------------
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