SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT

     This SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is entered into as of this 9th 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 have entered into 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"), which First Amendment extended the expiration of the
due diligence period until June 9, 1997.  The Original Purchase Agreement as
amended by the Amendment is hereinafter referred to as the "Purchase
Agreement".  The Original Escrow Agreement as amended by the 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.

     2.   Modifications to Purchase Agreement.  The Purchase Agreement is
hereby modified as follows:

          Approval Period.  The Approval Period is hereby extended from
          June 9, 1997 to June 13, 1997.  Accordingly, the date "June 9,
          1997" contained in Section 17 is hereby deleted, and the date
          "June 13, 1997" is hereby substituted therefor.
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     3.   Modifications to Escrow Agreement.  The date "June 9, 1997" in
Section 2 of the Escrow Agreement is hereby deleted and the date "June 13,
1997" is hereby substituted therefor.

     4.   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.

                   [this space intentionally left blank]
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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 9th 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/ Shelley Dunck
                              -----------------------------------
                         Name:     Shelley Dunck
                              -----------------------------------
                         Title:    VP
                              -----------------------------------

                    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
                                                  -----------------------------
                                             Title:    Managing Director
                                                  -----------------------------

ESCROW AGENT:

NEAR NORTH NATIONAL TITLE CORPORATION

By:
     ------------------------------
          Its Authorized Agent
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