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                                                                EXHIBIT 10.68


                      Nomura Asset Capital Corporation
                          2 World Financial Center
                                 Building B
                          New York, New York  10281


                             As of June 26, 1997

Ambassador II, L.P.
c/o Ambassador Apartments, Inc.
77 West Wacker Drive
Suite 4040
Chicago, Illinois 60601


Gentlemen:

     Reference is made to that certain Note Agreement dated as of June 22, 1997
(the "Note Agreement") between Nomura Asset Capital Corporation (the "Lender")
and Ambassador II, L.P. (the "Borrower").  Any capitalized term not defined
herein shall have the meaning assigned to such term in the Note Agreement.

     The Lender and the Borrower hereby agree to amend the Note Agreement as
follows:

     Section 1. Notwithstanding any terms, requirements or conditions contained
in the Note Agreement to the contrary, the Lender shall make a Mortgage Loan in
the principal amount of $20,703,000 to the Borrower on June 27, 1997 (the "June
27th Mortgage Loan"), provided that the Lender receives the following on or
before June 27, 1997:

                (a) a facsimile counterpart of this letter agreement executed 
by the Borrower;

                (b) a facsimile copy of the executed deeds (the "Deeds") 
transferring to the Borrower fee title to the following properties (i) the 
Cedar Creek Property and (ii) Park Colony Apartments, Gwinett County, Georgia 
(collectively, the "June Additional Properties");

                (c) a facsimile copy of the executed letter of instructions to 
the Borrower's title company (the "Title Company"), irrevocably authorizing the
Title Company to record the Deeds upon receipt of the proceeds from the June
27th Mortgage Loan, along with a copy of the Borrower's marked commitment for
an owner's policy for each June Additional Property, signed by the Title
Company and showing no mortgages or monetary liens on the June Additional
Properties;

                (d) a nonrefundable structuring fee in an amount equal to 
$103,000; and





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                (e)  wire instructions for the Title Company.

Provided the Borrower satisfies its obligations in Section 2 (taking into
account the grace periods set forth therein), to the extent the making of the
June 27th Mortgage Loan results in a violation or breach of any express term,
condition or requirement of the Note Agreement, such violation or breach shall
not constitute a default or Event of Default under the Note Agreement.  The
Lender shall not be obligated to make any additional Mortgage Loans to the
Borrower until such time as the Borrower has complied with its obligations
under Section 2.

     Section 2. (a) The Borrower shall repay the June 27th Mortgage Loan and
all interest accrued thereon through the date of prepayment (plus all amounts
due under Section 5.04 of the Note Agreement other than interest), in Dollars,
in immediately available funds, without deduction, set-off or counterclaim, to
the Lender at the Principal Office, not later than 2:00 p.m. New York time on
July 2, 1997.

                (b) In the event the Borrower defaults in its obligation to 
repay the June 27th Mortgage Loan in accordance with Section 2(a), such 
default shall not constitute an Event of Default under the Note Agreement 
unless:

                    (i)  the Borrower fails to repay in full on or before 
July 10, 1997 the June 27th Mortgage Loan, together with all interest accrued 
thereon through such date (and all amounts due under Section 5.04 of the Note 
Agreement other than interest); or

                    (ii) (A) the Borrower fails to deliver to the Lender on or 
before July 8, 1997 all Approval Documents for Additional Properties 
(including, but not limited to, the June Additional Properties), all in form 
and substance satisfactory to the Lender, (B) the Borrower fails to satisfy 
(in the Lender's reasonable discretion) on or before July 10, 1997 all 
Additional Collateral Conditions relating to such Additional Properties, and 
(iii) if, as of July 10, 1997, after giving effect to the Collateral Property 
(including the Additional Properties), the aggregate outstanding principal 
amount of the Mortgage Loans (including the June 27th Mortgage Loan) exceeds 
the Available Amount and the Borrower fails to prepay to the Lender on July 10,
1997 the amount of such excess, together with interest accrued thereon to such
date (and all amounts payable in respect of such prepayment pursuant to 
Section 5.04 other than interest).

                (c) Provided no Event of Default has occurred and is 
continuing, all payments of principal made under this Section 2 shall be 
applied first, to repay in full the June 27th Mortgage Loan, and then, to 
repay any other outstanding Mortgage Loan, in full or in part.  Provided no 
Event of Default 


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has occurred and is continuing, all payments of principal made under this
Section 2 (whether applied to the June 27th Mortgage Loan or to any other
Mortgage Loan, in full or in part) shall be made without the imposition of the
101% prepayment requirement set forth in Section 2.06(2) of the Note Agreement.

     Section 3. Except to the extent modified hereby, the Note Agreement, the
Note and all other documents executed in connection therewith remain unchanged
and in full force and effect.

     Section 4. This letter agreement may be executed in counterparts,
including counterpart facsimile copies thereof, all of which when taken
together shall constitute one and the same letter agreement.  The Lender and
the Borrower intend that a facsimile copy and signature shall have the same
effect as an original.



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     IN WITNESS WHEREOF, the Lender and the Borrower have caused this letter
agreement to be executed as of the 26th day of June, 1997.

                                    NOMURA ASSET CAPITAL CORPORATION

                                    By: _________________________
                                        John Burke
                                        Vice President


                                    AMBASSADOR II, L.P., a Delaware limited
                                    partnership

                                    By: Ambassador II, Inc., a Delaware
                                        corporation, its general partner


                                        By: _________________________
                                            Adam D. Peterson
                                            Executive Vice President


                     [Signatures continued on next page]




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     By their respective signatures below, the undersigned hereby ratify and
affirm all of their respective obligations under the LP Guarantee Agreement,
the GP Guarantee Agreement, the REIT Agreement and the Environmental Indemnity
Agreement.

                                    AMBASSADOR II, L.P., a Delaware limited
                                    partnership

                                    By: Ambassador II, Inc., a Delaware
                                        corporation, its general partner


                                        By: _________________________
                                            Adam D. Peterson
                                            Executive Vice President


                                    AMBASSADOR APARTMENTS, L.P., a Delaware
                                    limited partnership

                                    By: Ambassador Apartments, Inc., a
                                        Maryland corporation, its general
                                        partner


                                    By: _________________________
                                        Adam D. Peterson
                                        Executive Vice President


                                    AMBASSADOR II, INC., a Delaware corporation


                                    By: _________________________
                                        Adam D. Peterson
                                        Executive Vice President


                                    AMBASSADOR APARTMENTS, INC., a Maryland
                                    corporation


                                    By: _________________________
                                        Adam D. Peterson
                                        Executive Vice President




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