SIXTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT

     This SIXTH AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of the 25th day of June, 1997, by and between
ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Purchaser"), N.H. ASSOCIATES, an Illinois limited partnership ("Seller"), and
NEAR NORTH NATIONAL TITLE CORPORATION ("Escrow Agent").

                                   RECITALS

     A.  Purchaser and Seller are parties to an Agreement of Sale dated as of
May 16, 1997 (the "Original Purchase Agreement") wherein Seller agreed to sell
and Purchaser agreed to purchase that certain parcel of real property commonly
known as North Hill Apartments, Atlanta, Georgia and legally described on
Exhibit A attached to the Purchase Agreement (the "Property").

     B.  Purchaser, Seller and Escrow Agent have entered into that certain
Escrow Agreement dated May 16, 1997 (the "Original Escrow Agreement"), which
Escrow Agreement governs the holding and disposition of the earnest money under
the Purchase Agreement.

     C.  Purchaser, Seller and Escrow Agent have entered into that certain
First Amendment to Agreement of Sale and Escrow Agreement dated May 30, 1997
(the "First Amendment"), that certain Second Amendment to Agreement of Sale and
Escrow Agreement dated June 9, 1997 (the "Second Amendment"), that certain
Third Amendment to Agreement of Sale and Escrow Agreement dated June 13, 1997
(the "Third Amendment"), that certain Fourth Amendment to Agreement of Sale and
Escrow Agreement dated June 18, 1997 (the "Fourth Amendment"), that certain
Fifth Amendment to Agreement of Sale and Escrow Agreement dated June 23, 1997
(the "Fifth Amendment") and that certain letter dated June 24, 1997 (the
"Letter Amendment").  The Original Purchase Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the
Fifth Amendment and the Letter Amendment is hereinafter referred to as the
"Purchase Agreement".  The Original Escrow Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment is hereinafter referred to as the "Escrow Agreement".

     D.  Purchaser and Seller desire to further modify and amend the Purchase
Agreement as hereinafter set forth and Purchaser, Seller and Escrow Agent
desire to further modify and amend the Escrow Agreement as hereinafter set
forth.

     NOW, THEREFORE, for the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby desire to amend the Purchase
Agreement as follows:

     1.  Defined Terms.  All capitalized terms which are used herein but which
are not otherwise defined herein shall have the meanings ascribed to them in
the Purchase Agreement.
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     2.  Modifications to Purchase Agreement.  The Purchase Agreement is hereby
modified as follows:

          A.  Payment of Closing Costs, Section 5 of the Purchase Agreement is
hereby deleted in its entirety and the following is hereby substituted
therefore:

Purchaser and Seller shall evenly divide the costs of the documentary stamps
(if any) to be paid with reference to the Deed and all other stamps,
intangible, documentary, recording, sales tax and surtax imposed by law with
reference to any other documents delivered in connection with this Agreement,
all costs of  the Title Commitment, Title Policy, modifications to the Survey,
escrow charges and all other charges of the Title Insurer in connection with
this transaction.  Seller agrees to pay for any transfer or assumption fees
required by the _Lender Entities_ (as said terms is hereinafter defined).
Purchaser and Seller agree to evenly divide and pay for any other fees and
charges required by any other applicable third party in connection with the
assumption of the Bonds and the Loan Documents including, without limitation,
non-refundable application fees, the costs of any necessary opinion of bond
counsel retained by Purchaser in connection with the assumption of the Bonds
and the Loan Documents and recording and title insurance costs and expenses.
Purchaser and Seller shall be responsible for the costs of their respective
attorneys (except to the extent that Purchaser's bond counsel prepares any
necessary legal opinion in connection wit the assumption of the Bonds, in which
case, as provided above, the cost of preparing such opinion shall be evenly
divided between Purchaser and Seller).

     B.  Prorations.  The sentence beginning "Real Property taxes shall be
prorated" in the 9th line on page 15 of the Purchase Agreement is hereby
deleted in its entirety, and the following is hereby substituted therefore:
"Real property taxes shall be prorated based on 115% of the most recently
available tax bill".

     3.  Miscellaneous.

     A.  Full Force and Effect.  Except as modified herein, the Purchase
Agreement and Escrow Agreement shall remain unmodified and in full force and
effect.

     B.  Counterparts.  This Amendment may be executed in multiple
counterparts.
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     IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of this 25th day of June, 1997.


               PURCHASER:

               ERP OPERATING LIMITED PARTNERSHIP,
               an Illinois limited partnership

               By:  Equity Residential Properties Trust, 
                    a Maryland real estate investment trust

               By:   /s/ Alan W. George
                    -------------------------------------
               Name:     Alan W. George
                    -------------------------------------
               Its:      EVP
                    -------------------------------------

               SELLER:

               N.H. ASSOCIATES, an Illinois limited partnership

               By:  North Hill Partners, an Illinois joint venture,
                    its general partner

                    By:  Thornhill Limited Partnership, an Illinois
                         limited partnership, a joint venture partner

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

                              By:  RGF-Balcor Associates-II, an Illinois
                                   general partnership, a partner

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

                                   By:   /s/ Michael J. Becker
                                        ------------------------------------
                                   Name:     Michael J. Becker
                                        ------------------------------------
                                   Its:      Managing Director
                                        ------------------------------------
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