October 2, 1996


Via Facsimile (708) 317-4462                 Via Facsimile (708) 317-4462
ROCLAB Partners-I                            The Balcor Company
c/o The Balcor Company                       Bannockburn Lake Office Plaza
Bannockburn Lake Office Plaza                2355 Waukegan Road, Suite A-200
2355 Waukegan Road, Suite A-200              Bannockburn, Illinois 60015
Bannockburn, Illinois 60015                  Attention:  Alan Lieberman
Attention:  Ilona Adams

Via Facsimile (312) 902-1061
Katten Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
Attention:  Daniel J. Perlman, Esq.

     Re:  Agreement of Sale (the "Agreement") dated September 9, 1996, between 
          Lincoln Property Company Southwest, Inc. ("Purchaser") and ROCLAB 
          Partners-I ("Seller")

Gentlemen:

     We have enclosed for your review and execution a First Amendment to
Agreement of Sale and Escrow Agreement, adding an additional Financing Period
expiring on October 18, 1996 to the Agreement.  If you are willing to enter
into the First Amendment, please execute same and return it to the undersigned
by facsimile.

     We have also enclosed a Due Diligence Termination Notice.  If you are
unwilling to enter into the enclosed First Amendment to add the Financing
Period, please accept this letter as our notice of termination of the Agreement
as provided in Section 7.1 thereof.  In that regard, we have enclosed a copy of
the Due Diligence Termination Notice that is being sent with a copy this letter
to the Escrow Agent and the Escrow Agent is hereby directed to accept such
notice if not advised that the First Amendment has been agreed upon prior to
5:00 p.m., October 2, 1996

     Thank you for your consideration in this matter.

                         Very truly yours,

                         LINCOLN PROPERTY COMPANY SOUTHWEST, INC.

                         By:   /s/ Todd M. Farrell
                              -----------------------------------
                              Todd M. Farrell, Vice President


cc:  Paul McLarty (via facsimile (404) 377-3658)
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Schedule 1

DUE DILIGENCE TERMINATION NOTICE


STATE OF TEXAS      )
                    )    SS.
COUNTY OF DALLAS    )


     The undersigned having been first duly sworn, does hereby affirm, depose
and state that Lincoln Property Company Southwest, Inc., a Texas corporation,
as Purchaser under that certain Agreement dated September 9, 1996, providing
for the sale of property located in Atlanta, Georgia and known as Defoors Creek
Apartments has terminated the Agreement pursuant to Paragraph 7.1 thereof.

     The undersigned demands return of all earnest money deposited under the
Agreement pursuant to his right therein.

     IN WITNESS WHEREOF, the undersigned has executed this Affidavit on this
2nd day of October, 1996.


     `                        LINCOLN PROPERTY COMPANY
                              SOUTHWEST, INC., a Texas corporation


                              By:   /s/ Todd M. Farrell
                                   -----------------------------------
                              Name:     Todd M. Farrell
                                   -----------------------------------
                              Its:      Vice President
                                   -----------------------------------



Subscribed and sworn to before me, a Notary
Public in and for said County and State.

 /s/ Cynthia A. Garza
--------------------------------------
     Notary Public

My Commission Expires:  9-25-98
<PAGE>