REINSTATEMENT OF AND
                               FIRST AMENDMENT TO
                               AGREEMENT OF SALE 


      THIS REINSTATEMENT OF AND FIRST AMENDMENT TO AGREEMENT OF SALE made this 
day of December, 1996, by and between CLOVER APPRECIATION PROPERTIES I, L.P., a
Delaware Limited Partnership, of 23 West Park Avenue, Merchantville, New Jersey
08109, hereinafter referred to as Seller, and STRAND CAPITAL INC., a Texas
Corporation, of Vancouver Centre, 650 West Georgia Street, 21st Floor,
Vancouver, British Columbia V6B 4N7, hereinafter referred to as Buyer.

      WHEREAS, Seller and Buyer entered into an Agreement of Sale dated November
18, 1996 for the sale from Seller to Buyer of Royal Wood Apartments, situate,
lying and being in the 18th District of DeKalb County, Georgia; and,

      WHEREAS, by letter dated December 13, 1996, Buyer terminated the Agreement
of Sale; and,

      WHEREAS, Buyer and Seller desire to reinstate the Agreement of Sale and to
amend herein certain terms of the Agreement of Sale,

      NOW, THEREFORE, the Seller and the Buyer intending to be legally bound
hereby, do covenant and agree with each other as follows:

      1.  The Agreement of Sale is hereby reinstated and agreed to be in full
force and effect.

      2.  Paragraph 2 of the Agreement of Sale is hereby amended to read as
follows:

            "2.  PURCHASE PRICE:  The total purchase price which the Buyer
      agrees to pay to the Seller and which the Seller agrees to accept for the
      Premises is the sum of SEVEN MILLION FOUR HUNDRED FORTY-THREE THOUSAND
      ($7,443,000.00) DOLLARS, which purchase price shall be paid by Buyer to
      Seller as follows:

                  (a)   (i)  The sum of ONE HUNDRED THOUSAND ($100,000.00)
      DOLLARS (the "Initial Deposit") simultaneously with the execution and
      delivery of this Agreement and the further sum of FIFTY THOUSAND
      ($50,000.00) DOLLARS  (the "Second Deposit") on or before February 14,
      1997.  The Initial Deposit shall be hereinafter referred to as the
      "Deposit" and the Second Deposit, when made, shall be included within the
      definition of the "Deposit".  The Deposit shall be deposited with the
      Escrow Agent, as hereinafter defined, to be held subject to the terms and
      conditions hereinafter set forth, and shall be treated as payment on
      account of the purchase price if Closing is made for the Premises.

                        (ii)  In the event Closing is extended as hereinafter
      provided, then the further sum of TWO HUNDRED THOUSAND ($200,000.00)
      DOLLARS (the "Additional Deposit") on or before February 18, 1997.  The
      Additional Deposit shall be included within the definition of the
      "Deposit".  The Additional Deposit shall be deposited with the Escrow
      Agent, as hereinafter defined, to be held subject to the terms and
      conditions hereinafter set forth, and shall be treated as payment on
      account of the purchase price if Closing is made for the Premises.

                  (b)  At the time of Closing, as hereinafter provided, the
      further sum of SEVEN MILLION TWO HUNDRED NINETY-THREE THOUSAND
      ($7,293,000.00) DOLLARS on account of the purchase price, subject to
      appropriate pro-rations and credits provided for in this Agreement, at
      Seller's option, in cash, by certified check or by federal funds wire
      transfer; or if Closing is extended as hereinafter provided, at the time
      of the extended date of Closing, as hereinafter provided, the further sum
      of SEVEN MILLION NINETY-THREE THOUSAND ($7,093,000.00) DOLLARS on account
      of the purchase price, subject to appropriate pro-rations and credits
      provided for in this Agreement, at Seller's option, in cash, by certified
      check or by federal funds wire transfer."

      3.  Paragraph 3 of the Agreement of Sale is hereby amended to read as
follows:

      "3.  CLOSING:  Closing shall take place on or before February 28, 1997
      ("Closing"), at 10:00 o'clock A.M. at the offices of Sherman, Silverstein,
      Kohl, Rose & Podolsky, P.A., 4300 Haddonfield Road, Suite 311, Pennsauken,
      New Jersey 08109.  Buyer shall have the right to extend the date of
      Closing to on or before March 28, 1997 by serving written notice thereof
      upon the Seller on or before February 18, 1997 and simultaneously
      therewith delivering to the Escrow Agent the Additional Deposit required
      by Paragraph 2(a)(ii).  The said time for Closing and the said extended
      time for Closing as well as all other terms set forth in this Agreement
      are hereby agreed to be of the essence of this Agreement.  Tender of an
      executed Deed is hereby waived.

      4.  Paragraph 5(c) of the Agreement of Sale is hereby amended to read as
follows:

            "(c)  In addition to and not in limitation of the rights and
      privileges granted to the Buyer hereinabove in Paragraph 5(b), for a
      period from the date hereof to January 15, 1997, Buyer is granted
      the right to conduct a physical inspection (including a lead-based
      paint and/or lead-based paint hazard inspection and/or risk
      assessment) of the Premises and all personal property located
      thereon in such a manner as not to inconvenience the tenants and to
      review all leases, books and records pertaining to the Premises. At
      any time during said inspection period, Buyer shall have the right
      to cancel and terminate this Agreement, in its sole discretion, by
      serving written notice thereof upon Seller on or before the
      expiration of said inspection period; if Buyer elects to terminate
      this Agreement as permitted herein, then this Agreement shall be
      cancelled and terminated and the Deposit shall be returned to Buyer
      and neither party hereunder shall have any further liability or
      obligation to the other hereunder except with respect to the
      indemnifications contained in this Paragraph 5(c), Paragraph 5(b)
      and Paragraph 22; if Buyer fails to exercise its right to terminate
      this Agreement as permitted herein, then said right shall
      automatically lapse, terminate and become null and void.  Buyer
      shall indemnify and save harmless the Seller from any liability,
      loss, cost or expense (including reasonable attorney's fees) arising
      from or in connection with such inspection and/or entry upon the
      Premises; said indemnification shall survive Closing and/or
      termination of this Agreement."

      5.  Paragraph 8(b) of the Agreement of Sale is hereby deleted.

      6.  The heading of Paragraph 9 of the Agreement of Sale is hereby amended
to read "CONTINGENCIES:", the existing Paragraph 9 shall be designated as
subparagraph "(a)" and Paragraph 9 is hereby amended to include the following
additional subparagraph (b):

            "(b)  This Agreement is contingent upon Buyer obtaining, at
      its sole cost and expense, a written commitment for a Fannie Mae DUS
      First Mortgage Loan in the sum of SEVEN MILLION ($7,000,000.00)
      DOLLARS, representing eighty (80%) percent of the Purchase Price
      ($5,950,000.00) and eighty (80%) percent of $1,350,000.00, the cost
      of Buyer's proposed capital improvements ($1,050,000.00), at the
      then prevailing rate of interest (hereinafter referred to as the
      "Commitment").

            The Buyer, at its sole cost and expense, shall promptly apply
      for the Commitment, diligently pursue same and use reasonable
      efforts to obtain same.  The Buyer shall supply all necessary
      information and pay all fees required by the lender in connection
      with applying for and obtaining said Commitment.  Immediately upon
      obtaining the Commitment, Buyer shall deliver a copy thereof to the
      Seller.

            In the event Buyer is unable to obtain the Commitment on or
      before February 14, 1997, Buyer shall serve written notice thereof
      upon Seller by said date and this Agreement shall be cancelled and
      terminated, and the Deposit shall be returned to the Buyer and
      neither party shall have any further liability or obligation to the
      other hereunder except with respect to the indemnifications
      contained in Paragraphs 5(b), 5(c) and 22."

      7.  Except as specifically amended herein, the Agreement of Sale shall be
and remain in full force and effect in accordance with its original terms.

      IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Reinstatement of and First Amendment to Agreement of
Sale to be signed and sealed the day and year first above written.


SIGNED, SEALED AND DELIVERED  CLOVER APPRECIATION PROPERTIES I, 
IN THE PRESENCE OF:                 L.P.,
                                    A Delaware Limited Partnership
                               BY: CROWN MANAGEMENT CORPORATION,
                                    A New Jersey Corporation,
                                    General Partner

                               BY:/s/Steven Zalkind                
                                    STEVEN ZALKIND, Vice President


                                    STRAND CAPITAL INC.,
                                    A  Texas Corporation
                        
                        
                               BY:/s/ James A. Johnston            
                                  JAMES A. JOHNSTON, Senior 
                                  Vice President