SECOND AMENDMENT TO
                               AGREEMENT OF SALE

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of the 30th day of October, 1996, by and between SHERWOOD
PARTNERS LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller"), and
NEW PLAN REALTY TRUST, a Massachusetts business trust ("Purchaser").

                                   RECITALS:

     A.   Seller and Purchaser are parties to that certain Agreement of Sale,
dated October 14, 1996 (the "Agreement"), pursuant to which Purchaser has
agreed to purchase and Seller has agreed to sell certain Property (as defined
in the Agreement) legally described and depicted on Exhibits A-1 and A-2
attached to the Agreement.

     B.   Seller, Purchaser and Escrow Agent are parties to that certain Escrow
Agreement, dated October 14, 1996 (the "Escrow Agreement"), pursuant to which
Purchaser has deposited funds in escrow to be held by Escrow Agent in
accordance with the terms of the Escrow Agreement.

     C.   Seller, Purchaser and Escrow Agent are parties to that certain First
Amendment to Agreement of Sale and Escrow Agreement dated as of October 24,
1996, which changed the "Approval Period" (as defined in the Agreement).

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

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

2.   The reference to Eighteen Million Eight Hundred Seventy-five Thousand and
No/100 Dollars ($18,875,000.00) contained in the second and third lines of
Paragraph 1 of the Agreement is hereby deleted in its entirety and replaced
with the following:  "Eighteen Million Seven Hundred Twenty-Five Thousand and
No/100 Dollars ($18,725,000.00)".

3.   The reference to "$18,875,000.00" contained in the first line of Paragraph
2(b) of the Agreement is hereby deleted in its entirety and replaced with the
following: "$18,725,000.00".

4.   The reference to "October 30, 1996" contained in the first sentence of
Paragraph 8 of the Agreement is hereby deleted in its entirety and replaced
with the following:  "October 31, 1996".

5.   Paragraph 7(c) of the Agreement is hereby deleted in its entirety and
replaced with the following:
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     "    c.   Purchaser acknowledges that there has been a recent fire at the
Property which affected approximately eight (8) units (the "Fire Damage").  At
Closing, Seller shall give to Purchaser a credit against the Purchase Price in
the amount of Three Hundred Eight Thousand Six Hundred Ninety-Three and No/100
Dollars ($308,693.00).  The aforesaid credit shall be in complete and full
satisfaction of any claims of Purchaser against Seller as a consequence of such
Fire Damage, except for third party claims arising from the occurrence of the
Fire Damage to the Closing Date with respect to claims for personal injury and
property damage.  As between Purchaser and Seller, Seller shall retain all
rights to any insurance proceeds paid as a consequence of the Fire Damage
(including, without limitation, all rights to any rental loss insurance).
Purchaser acknowledges that it will be acquiring the Property subject to the
Fire Damage.  Purchaser hereby covenants and agrees to allow for a period of 
120 days after the Closing date Seller and Seller's insurers reasonable access
to the Property (at reasonable times and upon prior notice) in connection with
the resolution of any of Seller's insurance claims relating to the Fire Damage.
Seller acknowledges that Purchaser shall have the right at any time to 
demolish the portion of the Property which was affected by the Fire Damage.
Purchaser agrees to endorse to Seller any checks which are payable to Purchaser
from any of Seller's insurers arising in connection with the Fire Damage.  Any
sums received by Purchaser from any of Seller's insurers in connection with the
Fire Damage shall be promptly remitted to Seller and shall be held in trust by
Purchaser for the benefit of Seller.  The terms of this Paragraph 7(c) shall
survive the Closing and the delivery of the Deed."

6.   The final grammatical sentence of Section 9(b) of the Agreement is hereby
deleted in its entirety.

7.   The third grammatical sentence of Section 14 of the Agreement is hereby
deleted in its entirety and replaced with the following:  "Seller hereby
consents to an assignment to any corporation or limited partnership which
directly or indirectly is owned or controlled by Purchaser, provided such
assignment is effected prior to the Closing Date."

8.   The reference to "October 30, 1996" contained in the first line of
Paragraph 2 of the Escrow Agreement is hereby deleted and replaced with the
following:  "October 31, 1996".

9.   Except as amended hereby, the Agreement shall be and remain unchanged and
in full force and effect in accordance with its terms.

10.  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.

11.  This Amendment and all documents, agreements, understandings and
arrangements relating to this transaction have been negotiated, executed and
delivered on behalf of Purchaser by the trustees or officers thereof in their
representative capacity under the Amended and Restated Declaration of Trust of
New Plan Realty Trust dated as of January 15, 1996 and not individually, and
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bind only the trust estate of Purchaser, and no trustee, officer, employee,
agent or shareholder of Purchaser shall be bound or held to any personal
liability or responsibility in connection with the agreements, obligations and
undertakings of Purchaser thereunder, and any person or entity dealing with
Purchaser in connection therewith shall look solely to the trust estate for the
payment of any claim or for the performance of any agreement, obligation or
undertaking thereunder.  Seller acknowledges and agrees that each agreement and
other document executed by Purchaser in accordance with or in respect of this
transaction shall be deemed and treated to include in all respects and for all
purposes the foregoing exculpatory provision.


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

                         PURCHASER:

                         NEW PLAN REALTY TRUST, a Massachusetts business trust

                         By:  /s/Robert M. Horwitch
                              ------------------------------------
                         Name: Robert M. Horwitch
                              ------------------------------------
                         Its: Vice President
                              ------------------------------------

                         SELLER:

                         SHERWOOD PARTNERS LIMITED PARTNERSHIP, an Illinois 
                         limited partnership

                         By:  Sherwood Partners, Inc., an Illinois corporation,
                              its general partner

                              By:  /s/James E. Mendelson
                                   --------------------------------------
                              Name: James E. Mendelson
                                   --------------------------------------
                              Its: Authorized Representative
                                   --------------------------------------

                         ESCROW AGENT:

                         COMMONWEALTH LAND TITLE INSURANCE COMPANY

                         By:  /s/Deborah A. Payne
                              -----------------------------------
                         Name: Deborah A. Payne
                              -----------------------------------
                         Its: National Accounts Administrator
                              -----------------------------------
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