SECOND AMENDMENT TO
                               AGREEMENT OF SALE

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this 18th day of June, 1997, by and between LABROC II
LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller"), BINGHAM
PARTNERS, L.P., a Delaware limited partnership ("Purchaser").

                                   RECITALS:

     A.  Seller and Purchaser are parties to that certain Agreement of Sale,
dated May 2, 1997, as amended by that certain letter dated June 3, 1997 from
Purchaser and accepted by Seller (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 Exhibit A attached
to the Agreement.

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

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual convenants 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 introductory phrase of Paragraph 1 of the Agreement is deleted in its
entirety and replaced with the following:

     "1.  PURCHASE AND SALE.  Purchaser agrees to purchase and Seller agrees to
       sell at the price of Eleven Million Two Hundred Thousand and No/100
       Dollars ($11,200,000.00) ("Purchase Price"):"

3.  This Agreement is hereby reinstated and, except as amended hereby, the
Agreement shall be and remain unchanged and in full force and effect in
accordance with its terms.

4.  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 executed and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an "original" for all
purposes.
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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.

                    PURCHASER:

                    BINGHAM PARTNERS, L.P., a Delaware limited partnership

                    By:  ICIG Bingham, LLC, a Delaware limited
                         liability company, its general partner

                         By:  Insignia Commercial Investments Group, Inc.,
                              a Delaware corporation, its manager

                         By:   /s/ Jeffrey Goldberg
                              ---------------------------------
                         Name:     Jeffrey Goldberg
                              ---------------------------------
                         Its:      Vice President
                              ---------------------------------

                    SELLER:

                    LABROC II LIMITED PARTNERSHIP, an Illinois
                    limited partnership

                    By:  Balcor Equity Partners-III, an Illinois general 
                         partnership, its general partner

                         By:  The Balcor Company, a Delaware 
                              corporation, its general partner

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