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SECOND AMENDMENT TO LOAN AGREEMENT

SECOND AMENDMENT TO LOAN AGREEMENT (the "Second Amendment") , dated as of 
January 1, 1990, among FOGELMAN MORTGAGE L.P. I (the "Issuer") and FPI ROYAL 
VIEW, LTD., L.P. (the "Borrower"). Capitalized terms used but not defined 
herein shall have the respective meanings set forth in the Loan Agreement 
referred to below.

WHEREAS, the parties hereto are parties to a Loan Agreement dated as of 
April 23, 1987 which was amended by a certain Amendment to Loan Agreement 
dated as of July 7, 1987 (as amended, the "Loan Agreement");

WHEREAS, in connection with the Consensual Reorganization of the Business and 
Affairs of Avron B. Fogelman and Related Entities as of July 31, 1990, it is
required that certain modifications be made to the Loan Agreement;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Section 5.3(c) of the Loan Agreement shall be amended by removing the 
phrase "greater of sixteen percent (16%) or two and one-half percent (2 1/2%) 
per annum above the Prime Rate" from lines 7 through 9 and replacing such 
phrase with the following:
     " default rate provided in Section 1.9 thereof"

2. Section 6.2(a) of the Loan Agreement shall be amended in its 
entirety to read as follows:
"(a) The Borrower agrees to (i) make such deposits in the Escrow Account 
(as such term is defined in the Facility Note)

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as are required by the Facility Note; (ii) pay, before they become delinquent,
all taxes and governmental charges of any kind whatsoever which may at any time
be lawfully assessed against or with respect to the Facility; (iii) pay, before
they become delinquent, all utility and other charges, including, without. 
limitation, "service charges", incurred or imposed for the operation, 
maintenance, use, upkeep and improvement of the Facility, and (iv) pay, before 
they become delinquent, all assessments and charges of any kind whatsoever 
lawfully made by any governmental body for public improvements; provided that, 
with respect to special assessments or other governmental charges that may 
lawfully be paid in installments over a period of years, the Borrower shall be 
obligated under this Agreement to pay only such installments as are required to
be paid during the Contract Term."

3. Section 6.2(c) of the Loan Agreement, shall be amended in its entirety to 
read as follows:

"(c) If an Event of Default hereunder shall have occurred, the Issuer may 
require the Borrower to make monthly deposits with an escrow agent acceptable 
to Issuer, in an interest-bearing account, of a sum equal to one-twelfth of the
yearly assessments which may be levied against the Facility. The amount of such 
assessments, when unknown, shall be estimated by the Issuer. Such deposits shall
be used to pay such assessments when due. Any insufficiency of such account to 
pay such charges when due, shall be paid by the Borrower. If, by reason of any

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Event of Default by the Borrower under any provision hereof the Issuer declares
the Facility Note to be due and payable, the Issuer may then apply any funds in
said account and any funds in the Escrow Account (as such term is defined in the
Facility Note) against the obligation secured by the Mortgage. The 
enforceability of the covenants relating to taxes and assessments herein 
otherwise provided shall not be affected except insofar as those obligations 
have been met by compliance with this paragraph. After an event of Default 
hereunder shall have occurred, the Issuer may from time to time, at its option,
waive, and after any such waiver reinstate, any and all provisions hereof 
requiring such deposits, by notice to the Borrower in writing. While any such 
waiver is in effect, the Borrower shall pay assessments as herein above provided
and taxes as provided in the Facility Note."

4. The following phrase shall be inserted into line 4 of Section 10.2(a)(1) of
the Loan Agreement immediately following the phrase "pursuant to the Facility 
Note":

", which sums shall include such obligations as are accounted for in the 
Accrued Interest Account (as such term is defined in the Facility Note),"

5. The following phrase shall be inserted into line 3 of Section ll.l(a)(ii) 
of the Loan Agreement immediately following the phrase "the Facility Note":

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", which amount shall include such obligations as are accounted for in the 
Accrued Interest Account (as such term is defined in the Facility Note),"

6. The following parenthetical phrase shall be inserted into line 8 of Section 
11.2 of the Loan Agreement immediately following the phrase "date of 
prepayment":

"(including such obligations as are accounted for in the Accrued Interest 
Account (as such term is defined in the Facility Note])"

7. Except as expressly amended hereby, all of the terms of the Loan Agreement 
shall remain and continue in full force and effect and are hereby confirmed in 
all respects.

8. This Second Amendment may be signed in two counterparts, each of which 
shall be an original with the same effect as if the signatures thereto and 
hereto were upon the same instrument.

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9. This Second Amendment shall become effective as of the date hereof upon the
execution hereof by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to 
Loan Agreement to be duly executed as of the date first above written.

                   FOGELMAN MORTGAGE L.P. I
                   By:   Prudential-Bache Properties, Inc.,
                         General Partner

                         By: /s/ Chester A. Piskorowski
                             ----------------------------
                             Chester A. Piskorowski
                             President

                         FPI ROYAL VIEW, LTD., L.P.
                         By: Fogelman Properties, Inc.,
                             General Partner

                             By: /s/ L. Don Campbell, Jr.
                                 ------------------------
                                 L. Don Campbell, Jr.
                                 Executive Vice President

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