SECOND AMENDMENT TO
                    AGREEMENT OF SALE AND ESCROW AGREEMENT

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Second Amendment") is made and entered into as of this 30th day of April,
1997, by and among ARBORLAND ASSOCIATES LIMITED PARTNERSHIP, a Michigan limited
partnership ("Seller"), CROSSTOWN ASSET CORP. I, a Delaware corporation
("Purchaser"), and NEAR NORTH TITLE CORPORATION ("Escrow Agent").

                                   RECITALS:

     A.  Seller and Purchaser are parties to that certain Amendment of Sale,
dated March 18, 1997, as amended by that certain Ratification and Amendment of
Agreement of Sale dated April 15, 1997 (together, 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, Purchaser and Escrow Agent are parties to that certain Escrow
Agreement, dated March 18, 1997, as amended by that certain First Amendment to
Escrow Agreement dated April  18, 1997 (together, the "Escrow Agreement"),
pursuant to which Purchaser has deposited funds in escrow to be held by Escrow
Agent in accordance with the terms of the Escrow Agreement.

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

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants 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.  Defined Terms.  All terms not otherwise defined herein shall have the
meanings ascribed to each in the Agreement.

2.  Inspection Period.  The Inspection Period (as defined and described in
Section 7.1 of the Agreement) is hereby extended and will end at 5:00 p.m.
Chicago time on May 1, 1997.

3.  Closing Date.  The Closing Date (as defined in Section 8 of the Agreement
is hereby changed to Monday, June 2, 1997.

4.  Escrow Agreement Dates.  Paragraph 2 of the Escrow Agreement is hereby
amended by deleting each instance of "April 30, 1997" and inserting in its
place "May 1, 1997".  
Paragraph 3 of the Escrow Agreement is hereby amended by deleting "May 30,
1997" and inserting in its place "June 2, 1997".

5.  Inconsistency; Agreement in Full Force and Effect.  In the event of any
inconsistency between this Second Amendment and the Escrow Agreement and/or the
Agreement, the terms of this Second Amendment shall control.  Except as amended
hereby, the Agreement and the Escrow Agreement shall be and remained unchanged
and in full force and effect in accordance with their respective terms.
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6.  Multiple Counterparts.  This Second 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 Second Amendment, Seller, Purchaser and Escrow Agent may
execute and exchange by telephone facsimile counterparts of the signature
pages, with each facsimile being deemed an "original" for all purposes.  The
terms "Agreement" shall now mean the Agreement as modified by this Second
Amendment.  The term "Escrow Agreement" shall now mean the Escrow Agreement as
modified by this Second Amendment.

     IN WITNESS WHEREOF, the parties have executed and delivered this Second
Amendment as of the date first set forth above.

                         PURCHASER:

                         CROSSTOWN ASSET CORP. I, a Delaware corporation

                         By:   /s/ Thomas F. Haller, Jr.
                              -------------------------------
                         Name:     Thomas F. Haller, Jr.
                              -------------------------------
                         Its:      Vice President
                              -------------------------------

                         SELLER:

                         ARBORLAND ASSOCIATES LIMITED PARTNERSHIP,
                         a  Michigan limited partnership

                         By:  Balcor Equity Pension Investors-III, a Real 
                              Estate Limited Partnership, a co-general 
                              partner

                              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:      
                                        ------------------------------

ESCROW AGENT:

NEAR NORTH NATIONAL TITLE CORPORATION

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