FIRST AMENDMENT TO AGREEMENT
                         OF SALE AND ESCROW AGREEMENT

     This First Amendment ("First Amendment") to Agreement of Sale and Escrow
Agreement is entered into as of November  , 1996, by and between
GRIFFIS/BLESSING, INC., a Colorado corporation, as Purchaser, and TEMPLETON
INVESTORS, an Illinois Limited Partnership, as Seller.

                                   RECITALS

     A.   Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") and an Escrow Agreement, both dated as of August 26, 1996 for the
purchase and sale of the apartment project known as Templeton Place Apartments.
The Agreement and the Escrow Agreement were terminated.

     B.   Purchaser and Seller now wish to reinstate and amend the Agreement
and the Escrow Agreement.

     NOW, THEREFORE, the parties agree that the Agreement and the Escrow
Agreement are reinstated and are amended as follows:

     1.   Paragraph 1 of the Agreement is modified to change the Purchase Price
to Twenty-Three Million Three Hundred Thousand Dollars ($23,300,000.00).

     2.   The number $24,500,000.00 in Paragraph 2b is changed to
$23,300,000.00.  

     3.   a.   Paragraph 8 of the Agreement is modified to provide that the
Closing Date shall be December 18, 1996.

          b.   Purchaser shall have the right to extend the Closing Date to a
date which is no later than thirty (30) days after the Closing Date ("Second
Extended Closing Date"), upon notice delivered to Seller and Escrow Agent no
later than December 11, 1996.  The notice shall be accompanied by federally
wired funds or a cashier's or unendorsed certified check in the sum of
$50,000.00 as additional Earnest Money to be deposited with and held by Escrow
Agent in accordance with the provisions of the Escrow Agreement.

          c.   Purchaser shall have the right to further extend the Closing
Date to a date which is no later than thirty (30) days from the Second Extended
Closing Date ("Third Extended Closing Date"), upon notice delivered to Seller
and Escrow Agent no later than five (5) business days prior to the Second
Extended Closing Date.  The notice shall be accompanied by federally wired
funds or a cashier's or unendorsed certified check in the sum of $50,000.00 as
additional Earnest Money to be deposited with and held by Escrow Agent in
accordance with the provisions of the Escrow Agreement.

          d.   If Purchaser extends the Closing pursuant to subparagraph 3b or
3c above, then all references to the Closing Date shall mean either the Second
Extended Closing Date or the Third Extended Closing Date, as applicable.
Thereafter all references to Earnest Money shall mean the Earnest Money
deposited under the Agreement and the additional deposit(s) pursuant to this
paragraph of this First Amendment.
<PAGE>
     4.   Purchaser hereby acknowledges that it has approved the Documents and
the condition of the Property.

     5.   Purchaser's obligations under the Agreement and this First Amendment
are subject to and conditioned upon Purchaser's receipt of a mortgage loan
commitment ("Loan Commitment") in the amount of $17,475,000 upon terms
reasonably acceptable to Purchaser from PPM Finance Inc. (or an affiliate
thereof) on or before November 25, 1996.  The Loan Commitment shall include
approval of the subordinated debt documents.

     6.   If Purchaser does not receive the Loan Commitment containing terms
reasonably acceptable to Purchaser prior to the close of business on November
25, 1996, then Purchaser shall have the right to terminate the Agreement upon
written notice delivered to and received by Seller and Escrow Agent no later
than 5:00 P.M. Central Time on November 25, 1996.  In such event, Escrow Agent
shall deliver $25,000.00 of the Earnest Money to Seller and shall deliver the
balance of the Earnest Money to Purchaser.

     7.   The applicable provisions of the Escrow Agreement are hereby amended
to comply with the terms and provisions of this First Amendment.

     8.   Except as modified herein, all other terms and conditions of the
Agreement and the Escrow Agreement shall remain in full force and effect and
are hereby ratified and reaffirmed.

     9.   All capitalized terms used herein shall have the same meaning as in
the Agreement and the Escrow Agreement.

     10.  This First Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.


                              PURCHASER

                              GRIFFIS/BLESSING, INC., a Colorado corporation


                              By:   /s/ Ian Griffis
                                   ------------------------------------
                                        Ian Griffis


                              SELLER

                              TEMPLETON INVESTORS, an Illinois 
                              limited partnership

                              By:  Balcor Partners-XVI, an Illinois general
                                   partnership, the 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/ John K. Powell, Jr.
                                   -------------------------------------
                                        John K. Powell, Jr.
                                        Sr. Vice President
<PAGE>