EXHIBIT 10.2


                          AMENDMENT TO
                 AGREEMENT OF PURCHASE AND SALE
      OF PARTNERSHIP INTERESTS IN EASTPOINT PARTNERS, L.P.
                                
     This Amendment to Agreement of Purchase and Sale of
Partnership Interests in Eastpoint Partners, L.P., dated as of
October 28, 1997 (this "Amendment"), among Shopco Advisory Corp.,
a New York corporation (together with its permitted successors
and assigns, the "Buyer"), and Eastpoint Mall Limited
Partnership, a Delaware limited partnership ("Eastpoint"), and
Eastern Avenue Inc., a Delaware corporation ("Eastern"; Eastern
and Eastpoint being sometimes referred to herein individually as
a "Seller" and collectively as the "Sellers").

                      W I T N E S S E T H:
                                
     WHEREAS, Buyer and Sellers are parties to that certain
Agreement of Purchase and Sale of Partnership Interests in
Eastpoint Partners, L.P., dated as of July 31, 1997, as amended
by those certain letter agreements among Buyer and Sellers dated
August __, 1997, September 5, 1997, September 11, 1997, September
19, 1997, September 29, 1997, and October 6, 1997, respectively
(collectively, the "Agreement"); and

     WHEREAS, Buyer and Sellers desire to amend the Agreement on
the terms set forth herein.
     
     NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Amendment, intending
to be legally bound, hereby agree as follows:

     SECTION 1.  Amendments to Article I.  Section 1.01 of the
Agreement is hereby amended as follows:
     
     (a)  The following new defined terms are hereby added to
Section 1.01 in the appropriate alphabetical order:

          "Defeasance Amount" means the aggregate amount of cash
     and/or United States Treasury obligations necessary to
     defease the Existing Deed of Trust in full as of the Closing
     Date in accordance with the terms and conditions of Section
     7.06(b) of the Existing Deed of Trust and the terms and
     conditions of the GECAM Agreement.
          
          "First Permitted Prepayment Date" shall have the
     meaning set forth in the Existing Deed of Trust.
          
          "GECAM" means GE Capital Asset Management Corporation,
     in its capacity as master servicer of the Existing Loan.
          
          "GECAM Agreement" means that certain letter agreement,
     dated October 20, 1997, between the Owner Partnership and
     GECAM.
          
          "Loan Reserve" shall have the meaning set forth in the
     Existing Deed of Trust.
          
          "New Borrower" shall have the meaning and shall conform
     to the requirements contained in the GECAM Agreement.
          
     (b)  The definition of "Existing Lender" is hereby amended
to read in its entirety as follows:
     
          "Existing Lender" means CBA Conduit, Inc., and its
     successors and assigns.
          
     SECTION 2.  Amendments to Article II.  Article II of the
Agreement is hereby amended as follows:
     
     (a)  Section 2.02(a)(iii) is hereby amended in its entirety
as follows:
     
          (iii)  on the Closing Date, Buyer shall deliver to
     Sellers the Purchase Price;

               (A)  plus the following amounts:
               
                    (w)  the amount due to Sellers pursuant to
               Section 3.04;
               
                    (x)  any cash amounts due to Sellers pursuant
               to Sections 7.02(b) and 8.01(k);
                    
                    (y)  $97,282.50 in partial payment of the
               underwriting fee to be paid by the Owner
               Partnership to GECAM pursuant to Step Two,
               Paragraph 3 of the GECAM Agreement; and
                    
                    (z)  GECAM's attorneys' fees incurred in
               connection with the transaction described in the
               GECAM Agreement as required by the Existing Deed
               of Trust, including, without limitation,
               attorneys' fees incurred in connection with the
               rendering of the opinion of counsel from Andrews &
               Kurth L.L.P. referred to in Step Two, Paragraph 2
               of the GECAM Agreement, and to be paid by the
               Owner Partnership pursuant to the GECAM Agreement;
                    
               (B)  less the following amounts:
               
                    (u)  $77,350, in payment by Sellers of
               certain environmental investigation and
               remediations costs relating to the Mall;
               
                    (v)  $84,630, in payment by Sellers of
               certain repairs and replacements performed or to
               be performed at the Mall;
               
                    (w)  the Initial Deposit and the Closing
               Deposit previously delivered to Escrow Agent;
               
                    (x)  91 percent of any accrued but unpaid
               interest and all other amounts payable under the
               Existing Loan as of the Closing Date (other than
               principal);
               
                    (y)  91 percent of one-half of the mortgage
               tax, if any, paid by Buyer with respect to the
               principal amount of the mortgage(s) placed on the
               Mall by Buyer's lenders; and
               
                    (z)  any credit to which Buyer is entitled
               pursuant to Sections 7.02(b), 8.01(i) and 8.01(k).
               
     (b)  Section 2.02(b) is hereby deleted.

     (c)  Section 2.03(c) is hereby deleted.

     SECTION 3.  Amendments to Article III.  Article III of the
Agreement is hereby amended as follows:
     
     (a)  Section 3.03(f) is hereby deleted.
     
     (b)  Section 3.04 is hereby amended in its entirety as
follows:
     
          3.04 Payment in Respect of Loan Reserve.  Buyer and
     Sellers acknowledge and agree that, pursuant to the terms of
     the GECAM Agreement, in connection with the transfer of the
     Substitute Collateral to the New Borrower, the New Borrower
     will have the right to receive, or direct the payment of,
     the Loan Reserve.  In consideration of the transfer to the
     New Borrower of such right from the Owner Partnership (prior
     to its reconstitution as contemplated under the GECAM
     Agreement), Buyer shall pay to Sellers at the Closing an
     amount equal to 71.65 percent of the amount in the Loan
     Reserve on the Closing Date, provided that in no event shall
     such payment exceed $1,015,000.
     
     (c)  The following Section is hereby added at the end of
Article III:
     
          3.08 Additional Deliveries of Buyer and Sellers.
          
          (a)  At or prior to the Closing, Buyer agrees to cause
     the New Borrower to be formed as a single-purpose S-
     corporation in all respects in accordance with terms and
     conditions of the Existing Deed of Trust and the terms and
     conditions of the GECAM Agreement.
          
          (b)  At the Closing, Buyer and Sellers shall deliver or
     cause to be delivered the following:
          
               (i)  Immediately prior to the transfer of the
          Interests from Sellers to Buyer, Buyer shall pay the
          Defeasance Amount to Sellers, which amount shall be
          deemed an additional deposit by Buyer under this
          Agreement but shall not be credited against the
          Purchase Price.
          
               (ii) Upon receipt of the Defeasance Amount,
          Sellers shall pay the Defeasance Amount to the Existing
          Lender to defease the Existing Loan in accordance with
          Section 7.06(b) of the Existing Deed of Trust and the
          GECAM Agreement.
          
               (iii) Sellers shall cause the Owner
          Partnership (as the "Existing Borrower" as defined in
          the GECAM Agreement) to exercise its right under
          Section 2.32(b) of the Existing Deed of Trust to
          transfer the Substitute Collateral (as defined in the
          GECAM Agreement) to the New Borrower in accordance with
          Step Two, Paragraph 1 of the GECAM Agreement, such
          transfer to be effected pursuant to an instrument of
          transfer reasonably acceptable to Sellers and Buyer.
          Sellers and Buyer hereby agree that such transfer shall
          be, and such transfer instrument shall provide that
          such transfer is, made by Owner Partnership to New
          Borrower "AS IS, WHERE IS," without representation or
          warranty, express or implied, and without recourse to
          Sellers or the Owner Partnership.
               
               (iv) Buyer and Sellers shall, and Buyer shall
          cause the New Borrower to, take such actions and to
          execute and deliver such documents, as necessary or
          appropriate to cause the transactions set forth in the
          GECAM Agreement to occur, including, without
          limitation, the following:
               
                    (A)  Buyer shall cause the New Borrower to
               deliver to GECAM, and to the Trustee and Co-
               Trustee of the Loan and the Certificate Holders of
               the Loan (as such terms are defined in the GECAM
               Agreement), the indemnity agreement referred to in
               Step 2, Paragraph 1 of the GECAM Agreement, in
               form reasonably acceptable to New Borrower, and
               the Indemnity Collateral (as such term is defined
               in the GECAM Agreement), in accordance with the
               terms and conditions of the GECAM Agreement; and
                    
                    (B)  Buyer shall cause Kaye, Scholer,
               Fierman, Hays & Handler, LLP to deliver to GECAM
               the opinions required by Step 2, Paragraphs 1 and
               2 of the GECAM Agreement.
          
               (v)  Provided that Buyer pays Sellers the amounts
          set forth in Section 2.02(a)(iii)(A)(y) and (z),
          Sellers shall cause the Owner Partnership to pay GECAM
          the underwriting fee of $178,500 pursuant to Step Two,
          Paragraph 3 of the GECAM Agreement and GECAM's
          attorneys' fees as described in Section
          2.02(a)(iii)(A)(z).
               
     SECTION 4.  Amendment to Article VII.  Article VII of the
Agreement is hereby amended by deleting the first sentence of
Section 7.05 thereof and substituting in lieu thereof the
following:
     
     Promptly after the execution and delivery by Buyer and
     Sellers of the Amendment, Eastern shall direct the Manager
     to request estoppel certificates (the "Estoppel
     Certificates") from all tenants of the Mall, in each case in
     the form approved by Buyer's mortgage lender.
     
     SECTION 5.  Amendments to Article VIII.  Article VIII of the
Agreement is hereby amended as follows:
     
     (a)  Section 8.01(l) is hereby amended in its entirety as
follows:
     
               (l)  At Closing, Buyer and Sellers shall have
          received a statement from the Existing Lender
          confirming the outstanding principal balance of the
          Existing Loan and the amount in the Loan Reserve on the
          Closing Date.
     
     (b)  The following section is hereby added at the end of
Section 8.01:
     
               (p)  As of the Closing Date, all of the
          transactions described in the GECAM Agreement shall
          have occurred.
               
     (c)  The following section is hereby added at the end of
Section 8.02:
     
               (l)  As of the Closing Date, all of the
          transactions described in the GECAM Agreement shall
          have occurred.
     
     SECTION 6.  Amendments to Article IX.  Article IX of the
Agreement is hereby amended as follows:
     
          (a)  Section 9.02 is hereby amended to add the
     following at the end of the first sentence thereof:
     
               (v) any claim of the Existing Lender or GECAM
               against Buyer pursuant to clause (iv) of the
               second paragraph on page 7 of that certain Amended
               and Restated Promissory Note, dated as of December
               1, 1993, among the Owner Partnership and the
               Existing Lender and/or Section 7.16(iv) of the
               Existing Deed of Trust, to the extent such losses,
               claims, damages, liabilities or expenses arise out
               of or are based upon events that occurred prior to
               the Closing.  The indemnification obligation set
               forth in clause (v) of the immediately preceding
               sentence shall also extend to the Owner
               Partnership and the New Borrower, as indemnitees.
               
          (b)  Section 9.03 is hereby amended to add the
     following clause at the end thereof:
          
               (vi) any claim of the Existing Lender or GECAM
               against such Seller pursuant to clause (iv) of the
               second paragraph on page 7 of that certain Amended
               and Restated Promissory Note, dated as of December
               1, 1993, among the Owner Partnership and the
               Existing Lender and/or Section 7.16 of the
               Existing Deed of Trust, to the extent such losses,
               claims, damages, liabilities or expenses arise out
               of or are based upon events that occur on or after
               the Closing.
     
     SECTION 7.  Amendment to Article X.  Section 10.01 of the
Agreement is hereby amended by adding the following sentence
after the third sentence thereof:
     
     Notwithstanding anything to the contrary set forth in this
     Agreement, in no event shall Buyer be entitled to a return
     of the Initial Deposit or the Closing Deposit if this
     Agreement is terminated because the condition set forth in
     Section 8.02(l) is not satisfied solely as a result of a
     default by Buyer under, or breach by Buyer of, a
     representation, warranty or covenant of this Agreement;
     provided, however, that if the condition set forth in
     Section 8.02(l) is not satisfied for any other reason, Buyer
     shall be entitled to receive one-half of the Initial Deposit
     and one-half of the Closing Deposit, together with one-half
     of the interest earned thereon, if any, and Sellers shall be
     entitled to receive the remainder of the Initial Deposit and
     the Closing Deposit and the remainder of any interest
     thereon.
     
     SECTION 8.  Amendment to Article XI.  Section 11.02 is
hereby amended by adding the following subsections at the end
thereof:
     
          (g)  Notwithstanding anything to the contrary set forth
     in this Agreement, including, without limitation, Section
     11.02(b), in satisfaction of the Sellers' rights to receive
     Percentage Rents after the Closing pursuant to Section
     11.02, the Buyer shall cause the Owner Partnership to pay to
     the Sellers the following amounts:
          
               (i)  91 percent of the Percentage Rents as and
          when received by the Owner Partnership from Sears and
          Value City with respect to Sears' and Value City's
          respective fiscal years, for purposes of Percentage
          Rents, expiring in 1997; and
               
               (ii) 91 percent of any other Percentage Rents
          allocable to the period through and including the
          Closing Date, as and when received by the Owner
          Partnership during the six month period after the
          Closing Date or, if earlier, until such date as Eastern
          and Eastpoint shall have dissolved; provided, however,
          that in no event shall the amount paid by the Owner
          Partnership under this clause (ii) exceed $100,000 in
          the aggregate.
               
          (h)  Buyer shall cause the Owner Partnership to make
     reasonable efforts in the ordinary course to collect the
     amounts set forth under Section 11.02(g) above promptly
     after such amounts become due and payable from the
     respective tenants; provided, however, this sentence shall
     not obligate Buyer to cause the Owner Partnership to
     commence litigation against any such tenant.
          
     SECTION 9.  Certain Acknowledgments of Buyer and Sellers.
     
     (a)  Buyer hereby acknowledges and agrees that the
conditions set forth in Section 4.05 have been fulfilled and
Buyer hereby waives its right to terminate the Agreement as a
result of any such matter.
     
     (b)  Sellers hereby acknowledge and agree that the condition
set forth in Section 8.02(k) has been fulfilled and Sellers
hereby waive the right to terminate the Agreement as a result of
such matter.
     
     SECTION 10.  Miscellaneous.
     
     (a)  Defined Terms.  Capitalized terms used herein without
definition shall have the meaning ascribed to them in the
Agreement.
     
     (b)  Reference to and Effect on the Agreement.  On and after
the date hereof, each reference in the Agreement to "this
Agreement", "hereunder", "herein", "hereto", "hereof", or words
of like import shall mean and be a reference to the Agreement, as
amended by this Amendment.  Except as specifically amended above,
all of the terms of the Agreement shall remain unchanged and in
full force and effect.

     (c)  Governing Law.  This Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the
State of New York.

     (d)  Counterparts; Effectiveness.  This Amendment may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

     (e)  Entire Agreement.  This Amendment constitutes the
entire agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersedes all prior
agreements, understandings and negotiations, both written and
oral, between the parties with respect to the subject matter of
this Amendment, including but not limited to that certain letter
agreement between the Sellers and the Buyer, dated October 15,
1997.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
          
                                   SHOPCO ADVISORY CORP.
          
          
          
                                   By:  /s/ Roy Praver
                                   Name:    Roy Praver
                                   Title:   Chairman
          
          
                                   EASTPOINT MALL LIMITED
                                   PARTNERSHIP
                                   
                                   By:  EASTERN AVENUE INC.
                                   Its: General Partner
                                   
                                   
                                   By:  /s/ Robert J. Hellman
                                   Name:    Robert J. Hellman
                                   Title:   President
                                   
          
          
                                   EASTERN AVENUE INC.
          
                                   

                                   By:  /s/ Robert J. Hellman
                                   Name:    Robert J. Hellman
                                   Title:   President