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                                                                 EXHIBIT 10.63


[LOGO]
                                                                  April 22, 1997


 TO:  Ambassador VIII, L.P.   ("Counterparty")                     
      77 West Wacker Drive,  Suite 4040                            
      Chicago, Illinois  60601                                     
      Att:   Adam Peterson                                         
      Tel:   312-917-4401    Fax:   312-917-9910                   
                                                                   
 FR:  Credit Lyonnais New York Branch ("CLNY")                     
      1301 Avenue of the Americas,  17th Floor                     
      New York, New York  10019                                    
      Att:    Kathrin W. Gray                                      
      Tel:   212-261-7349     Fax:  212-459-3167                   
                                                                   
 RE:  Transaction dated as of April 10, 1997                       
      (CLNY Ref:   OA5289)                                         

--------------------------------------------------------------------------------
                       AMENDED GUARANTEED TRANSACTION
                                CONFIRMATION

THIS CONFIRMATION AMENDS AND REPLACES THE CONFIRMATION DATED AS OF APRIL 10,
1997

     The purpose of this letter agreement is to confirm the terms and
conditions of the transaction entered into between us on the Trade Date
specified below which constitutes a "Transaction" under the Master Agreement
specified below.

     This letter agreement constitutes a "Confirmation" under, and it
supplements, forms part of, and is subject to, the Master Agreement dated as of
December 5, 1996, as amended and supplemented from time to time (the
"Guaranteed Agreement"), between you and us.  THE GUARANTEED AGREEMENT AND ALL
TRANSACTIONS ENTERED INTO THEREUNDER SHALL BENEFIT FROM A CLFG GUARANTEE ISSUED
BY CLFG (AS SUCH TERMS ARE DEFINED IN THE SCHEDULE TO THE GUARANTEED AGREEMENT)
IN FAVOR OF COUNTERPARTY.

     CLNY'S AND COUNTERPARTY'S RIGHTS AND OBLIGATIONS IN RESPECT OF PAYMENTS
DUE HEREUNDER ARE SUBJECT ENTIRELY TO THE "WAIVER OF SETOFF" PROVISION IN PART
5 OF THE SCHEDULE TO THE GUARANTEED AGREEMENT.

1. The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation.  In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

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2. The terms of the particular guaranteed Transaction to which this 
Confirmation relates are as follows:


Transaction Type:                                 Interest Rate Cap

Notional Amount:USD  17,590,000.

Trade Date:                                       April 10, 1997

Effective Date:                                   April 17, 1997

Termination Date:                                 April 17, 2004, subject to 
                                                  adjustment in accordance with
                                                  the Modified Following 
                                                  Business Day Convention
Fixed Amounts:

  Fixed Rate Payer:                               Counterparty

  Fixed Amount:                                   USD 756,370

  Fixed Rate Payer Payment Dates:                 April 14, 1997

Floating Amounts:
-----------------

 Floating Rate Payer:                             CLNY

 Cap Rate:                                        4.95%

 CLNY Floating Rate
 Day Count Fraction:                              Actual /Actual

 CLNY Payment Dates:                              The 17th day of each month of 
                                                  each year prior to and 
                                                  including the Termination
                                                  Date, commencing with May 17, 
                                                  1997 with No Adjustment to 
                                                  Period End Dates for the
                                                  purpose of interest accruals 
                                                  and in accordance with the 
                                                  Modified Following Business 
                                                  Day Convention for payments.

 CLNY rate setting dates:                         Every Wednesday

 CLNY Reset Dates:                                Every Thursday

 CLNY Floating Rate Option:                       1.  PSA Municipal Swap Index 
                                                      (TM)  (the "Index").

                                                  "PSA Municipal Swap Index"  
                                                  means the rate determined on 
                                                  the basis of an index based 
                                                  upon the weekly interest 
                                                  rates of tax-exempt variable 
                                                  rate issues included in a 
                                                  data base maintained by 
                                                                              
                                                                              


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                                    Municipal Market Data which meet specific   
                                    criteria established by the Public
                                    Securities Association (as set forth in 
                                    Exhibit A attached hereto).

                                    2.  Alternative Floating Rate Option:

                                    In the event the indexing Agent no longer
                                    publishes an index satisfying the
                                    requirements of the preceding

                                    paragraph, the Relevant Rate in respect of
                                    a Reset Date shall be the "J.J. Kenny
                                    Index" (as defined below), provided
                                    further, however, that if the J.J. Kenny
                                    Index also ceases to be published, an
                                    alternative index shall be calculated by an
                                    entity selected in good faith by CLNY and
                                    approved by Counterparty, and shall be
                                    determined using the criteria for the PSA
                                    Municipal Swap Index that is set forth in
                                    Exhibit A attached hereto.

                                    3.  "J.J. Kenny Index" means the index
                                    generally made available on the Reset Date
                                    by Kenny Information Systems or any
                                    successor indexing agent hereunder (the
                                    "Indexing Agent").  The Index is announced
                                    by Kenny Information Systems at the
                                    beginning of business on Tuesday, and shall
                                    be effective as of the same day, or if
                                    Tuesday is not a New York Business Day, the
                                    Index is announced on the next succeeding
                                    New York Business Day, and shall be
                                    effective as of the same day.  The Index is
                                    generally effective until the next Reset
                                    Date.  The Index shall be based upon 30-day
                                    yield evaluations at par of bonds, the
                                    interest on which is exempt from Federal
                                    income taxation under the Internal Revenue
                                    Code of 1986 as amended, of not less than
                                    five "high grade" component issuers
                                    selected by the Indexing Agent which shall
                                    include, without limitation, issuers of
                                    general obligation bonds.  The specific
                                    issuers included among the component
                                    issuers may be changed from time to time by
                                    the Indexing Agent in its discretion.  The
                                    bonds on which the Index is based shall not
                                    include any bonds the interest on which is
                                    subject to a "minimum tax" or similar tax
                                    under the Internal Revenue Code, unless all
                                    tax-exempt bonds are subject to such tax.


Designated Maturity:                Weekly

Spread:                             Inapplicable




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Compounding:                       Inapplicable             
                                                            
Method of Averaging;               Weighted Average Rate    
                                                            
Business Days:                     New York                 
                                                            
Calculation Agent:                 CLNY                     


4. Account Details:

USD Payment to CLNY:               Credit Lyonnais,  New York
                                   ABA#:  026008073
                                   A/C#:  01-88180-3211-00-001-180
                                   Ref:  Triple-A  Derivative Products



Payment to Counterparty:           PLEASE PROVIDE


6.   Offices:

a)  The office of Credit Lyonnais for this Transaction is New York, New York;
and

b)  The office of Counterparty for this Transaction is Chicago, Illinois.


Please provide confirmation that this letter correctly sets forth our Agreement
by responding within two (2) Business Days by returning an executed copy of
this Confirmation by telecopier (Att: Kathrin W. Gray - Documentation) to the
following numbers:

     Telecopier Number:  212-459-3167
     Telephone Number for confirmation of
     Telecopier transmission: 212-261-7349


IN WITNESS WHEREOF the parties hereto accept and confirm the terms of this
Confirmation.



CREDIT LYONNAIS                 AMBASSADOR  VIII, L.P.
NEW YORK BRANCH

Authorized Signature:           Authorized Signature:


---------------------           ----------------------------

Name: Ian Cheung                Name:
      -----------------              ----------------------



                                                                                
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Title:  Vice President          Title:
      -----------------               ----------------------



CREDIT LYONNAIS
NEW YORK BRANCH

Marketing Signature:


----------------------------

Name:    Chris Phelan
----------------------------

Title:   Vice President
----------------------------

CLNY Ref:  OA5289


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                                                                      EXHIBIT A


                          PSA Municipal Swap Index
                      Produced By Municipal Market Data


FINAL INDEX CRITERIA
--------------------
1. Issue must be a weekly reset effective on Thursday.
2. No lag resets will be considered.
3. Only Non-AMT issues will be included.
4. Issue must have a VMIG1 or A1+ rating.
5. Issue must pay interest on a monthly basis.
6. Interest must be calculated on a ACT/ACT basis.
7. Only one quote per obligator per dealer will be included.
8. All states will be considered.
9. Issue must have an outstanding amount of $10 million or more.


INDEX CALCULATION
-----------------
1. The rates of the issues which qualify for inclusion in the index are not
   weighted by issue size.
2. The standard divination of the rates is calculated.  Any issue falling
   outside +/- 1 SD is dropped.
3. Each participating dealer is limited to no more than 15% of the index by an
   averaging method.
   Any dealer originally having a total number of issues greater than 15%
   will have sufficient number of issues reduced from its distribution to meet 
   the desired limitation.





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