SECOND AMENDMENT TO AGREEMENT OF SALE

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this 20th day of March, 1997, by and between RREEF AMERICA
L.L.C., a Delaware limited liability company (the "Purchaser") and TYSONS
CORNER LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").

                                  WITNESSETH:

     WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale, dated March 11, 1997, which Agreement has been amended pursuant to a
letter amendment executed by Seller and Purchaser on March 12, 1997  
(collectively, the "Agreement"); and

     WHEREAS, Seller and Purchaser desire to amend the Agreement in accordance
with the terms of this Amendment.

     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.   All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.

2.   Purchaser hereby acknowledges that the Inspection Period has expired and
hereby waives its right to terminate the Agreement pursuant to Paragraph 7.1
thereof; provided that Purchaser shall have the right to terminate the
Agreement no later than March 27, 1997 in the event that Purchaser has not
received evidence by such time that Title Insurer will issue a zoning
endorsement in a form reasonably acceptable to Purchaser in connection with the
Title Policy.

3.   Purchaser and Seller hereby acknowledge that the Purchase Price shall be
Thirty Million and No/100 Dollars ($30,000,000.00) rather than Thirty-One
Million Seventy Thousand and No/100 Dollars ($31,070,000.00) as previously
stated in Paragraph 1 of the Agreement.

4.   With reference  to Paragraph 3.4,  Purchaser hereby waives its right to
disapprove any matters shown on the Updated Survey dated March 18, 1997, and
Purchaser hereby waives any right to terminate the Agreement based upon its
review of the Updated Survey.   Moreover, Purchaser acknowledges that all
exceptions to title shown on the  Title Commitment, effective as of February 4,
1997, and revised as Commitment No. 96-09-169FX (Revised V), other than Section
2 of Schedule B exceptions 1, 3 and 5,  shall be deemed Permitted Exceptions
and Purchaser hereby waives its right to disapprove any such Permitted
Exceptions.

5.   Except as amended and modified hereby, the Agreement shall be and remain
unmodified and in full force and effect in accordance with its terms, and each
and every one of its provisions, as amended and modified by this Second
Amendment,  are hereby adopted, ratified and affirmed.  In the event of any
conflict  between the Agreement, or any other document, and this Second
Amendment, the terms, conditions and provisions hereof shall govern.
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6.   This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken 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

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


                              PURCHASER:


                              RREEF AMERICA L.L.C., a Delaware limited 
                              liability company

                              By:  /s/ James B. Gurley, Jr.
                                   ----------------------------------------
                              Name:     James B. Gurley, Jr.
                                   ----------------------------------------
                              Its:      Authorized Representative
                                   ----------------------------------------


                              SELLER:

                              TYSONS CORNER LIMITED 
                              PARTNERSHIP, an Illinois limited partnership

                               By: Tysons Corner Partners, Inc., an Illinois 
                                   general partnership, its general partner

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