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                                                                   Exhibit 10.79


                         AMENDMENT TO NOTE AGREEMENT


     THIS AMENDMENT TO NOTE AGREEMENT, dated as of September 30, 1997 (this
"Amendment"), is by and between AMBASSADOR II, L.P., a limited partnership duly
organized and validly existing under the laws of the State of Delaware (the
"Borrower"), and NOMURA ASSET CAPITAL CORPORATION, a corporation organized
under the laws of the State of Delaware (together with its successors and
assigns, the "Lender").

                                   RECITALS

     WHEREAS, the Borrower and the Lender entered into that certain Note
Agreement dated as of June 22, 1997, as amended by that certain letter
agreement dated as of June 26, 1997 between the Borrower and the Lender (as
amended, the "Note Agreement"), pursuant to which the Lender agreed to make to
the Borrower a series of loans, under the guarantee of the Guarantors and under
the terms and conditions thereof, in an aggregate principal amount not
exceeding $75,000,000 at any one time outstanding; and

     WHEREAS, the Borrower and the Lender desire to amend the Note Agreement as
set forth in this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Defined Terms.  Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Note Agreement.  The term "this
Agreement" as used in the Note Agreement shall mean the Note Agreement as
amended by this Amendment.

     2. Amendment to Section 1.01 of the Note Agreement.  Section 1.01 of the
Note Agreement is hereby amended as follows:

     (a) The definitions of "Ambassador Debt Service" and  "Ambassador Debt
Service Ratio" are hereby deleted in their entirety and the following is
inserted in lieu thereof:

            ">Ambassador Debt Service= shall mean, for any period for
            Ambassador and its Consolidated Subsidiaries, the sum (determined
            on a consolidated basis in accordance with GAAP and without
            duplication) of the following:  (a) all payments of principal of
            Indebtedness (other than payments of principal due on the maturity
            date of a loan) of Ambassador and its Consolidated Subsidiaries
            scheduled to be made during such period plus (b) all Interest
            Expense payable by Ambassador and its 



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            Consolidated Subsidiaries during such period.

            ">Ambassador Debt Service Ratio= shall mean, as to any date of
            determination on or after the Closing Date, the ratio of (A)
            Ambassador Cash Flow for the twelve month period ending on the last
            day of the calendar quarter most recently ended prior to such date
            of determination to (B) Ambassador Debt Service for such period."

            (b) The definition of "Assignments" is hereby amended by adding the
following clause at the end thereof before the ".":

            ", as the same shall be modified and supplemented and in effect
            from time to time."

            (c)  The definitions of "Debt Service Ratio," "LP Debt Service" and
"LP Debt Service Ratio" are hereby deleted in their entirety and the following 
is inserted in lieu thereof:

            "Debt Service Ratio" shall mean with respect to the Borrower as to
            any date of determination on or after the Closing Date, the ratio
            of (A) the aggregate Cash Flow of all of the Collateral Properties
            for the twelve month period ending on the last day of the calendar
            month ending on or most recently ended prior to such date of
            determination to (B) Debt Service of the Borrower for such period.
            Notwithstanding the foregoing, Cash Flow with respect to an
            Additional Property shall be included in such calculations from the
            date of the Approval Notice with respect to such Additional
            Property only, but, once so included, shall include Cash Flow with
            respect to such Additional Property for the same period used for
            the other Collateral Properties, provided, however, that (i) if,
            with respect to any Collateral Property, such twelve month period
            includes a period of more than three months prior to the Borrower's
            ownership of such Collateral Property, Cash Flow shall include the
            Borrower's predecessor's cash flow with respect to such Collateral
            Property (which cash flow (a) shall be certified to the best
            knowledge of a senior financial officer of the Borrower and
            evidenced by such supporting information as reasonably requested by
            the Lender) and (b) shall be adjusted to reflect the amount, if
            any, that the Borrower has demonstrated, in the Lender's sole
            discretion, is appropriate to reflect reductions in Property
            Expenses which the Borrower expects to achieve as a result of
            increased efficiency of operation of such Collateral Property or
            otherwise), and (ii) if, with respect to any Collateral Property,
            such twelve month period includes a period of three months or less
            prior to the Borrower's ownership of such Collateral Property, Cash
            Flow for such Collateral 



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            Property shall be annualized for the full twelve month period based
            on the operating results during Borrower's period of ownership, as 
            determined by the Lender in its sole discretion.

            >LP Debt Service= shall mean, for any period for the Operating
            Partnership and its Consolidated Subsidiaries, the sum (determined
            on a consolidated basis in accordance with GAAP and without
            duplication) of the following:  (a) all payments of principal of
            Indebtedness (other than payments of principal due on the maturity
            date of a loan) of the Operating Partnership and its Consolidated
            Subsidiaries scheduled to be made during such period plus (b) all
            Interest Expense payable by the Operating Partnership and its
            Consolidated Subsidiaries during such period.

            >LP Debt Service Ratio= shall mean, as to any date of determination
            on or after the Closing Date, the ratio of (A) LP Cash Flow for the
            twelve month period ending on the last day of the calendar quarter
            ending on or most recently ended prior to such date of
            determination to (B) LP Debt Service for such period."

            (d) The definition of "Maturity Date" is hereby deleted in its 
entirety and the following is inserted in lieu thereof:

            ">Maturity Date=" shall mean December 31, 1998, or such earlier
            date resulting from acceleration."

            (e) The definition of "Revolving Credit Termination Date" is hereby
deleted in its entirety and the following is inserted in lieu thereof:

            ">Revolving Credit Termination Date= shall mean December 15, 1998,
            or, if earlier, the Maturity Date."

            (f) The definition of "Security Agreement" is hereby deleted in its
entirety and the following is inserted in lieu thereof:

            ">Security Agreement= shall mean that certain Amended and Restated
            Security Agreement, dated as of September 30, 1997, between the
            Borrower and the Lender, as modified and supplemented and in effect
            from time to time."

            (g) The following is hereby inserted after the definition of 
"Excess Cash Flow":

            ">Exit Fee= shall have the meaning assigned to such term in Section
            3.03."




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            3. Amendment to Section 2.03 of the Note Agreement.  Section 2.03 
of the Note Agreement is hereby amended by adding the following to the end of 
the first sentence thereof before the ".":
            "and plus an Exit Fee calculated on the amount of such prepayment."

            4. Amendment to Section 2.06 of the Note Agreement.  Section 2.06 
of the Note Agreement is hereby deleted in its entirety and the following is 
inserted in lieu thereof:

            "2.06 Optional Prepayments.  Subject to Section 4.04, the Borrower
            shall have the right to prepay Mortgage Loans at any time or from
            time to time (including, without limitation, in connection with a
            Release as set forth in Section 2.09), provided that:  (1) the
            Borrower shall give the Lender notice of each such prepayment as
            provided in Section 4.05; (2) in addition to paying the principal
            amount specified in the notice of prepayment, the Borrower shall
            pay an Exit Fee calculated on the principal amount prepaid (unless
            the Mortgage Loans are being prepaid pursuant to Sections 5.01,
            5.02 or 5.03), plus any amounts payable under Section 5.04 in
            connection with such prepayment; and (3) the Borrower shall pay
            interest on the principal amount prepaid, accrued to the date of
            prepayment, on the prepayment date."

            5. Amendment to Section 2.07 of the Note Agreement.  Section 2.07 
of the Note Agreement is hereby amended by adding the following to the end of 
such Section before the ".":

            ", and together with each such prepayment of principal, the
            Borrower shall pay to the Lender an Exit Fee calculated on the
            principal amount so prepaid."

            6. Amendment to Section 2.09 of the Note Agreement.  Clause (b) of 
Section 2.09 of the Note Agreement is hereby amended by adding the following to
the end of such clause before the ";": "and an Exit Fee calculated on the 
amount so prepaid".

            7. Amendment to Section 3 of the Note Agreement.  Section 3.01 of 
the Note Agreement is hereby amended by adding the following to the end of such
Section:

            "Together with such payment of the outstanding principal amount of
            the Mortgage Loans on the Maturity Date, the Borrower will pay to
            the Lender an Exit Fee calculated on such outstanding principal
            amount."

The following is hereby inserted as Section 3.03:



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            "3.03  Exit Fee.  Together with all payments of principal (except
            payments of principal pursuant to Sections 5.01, 5.02 and 5.03),
            the Borrower shall pay to the Lender an exit fee (the "Exit Fee")
            calculated as follows:  (a) with respect to a repayment of
            principal made on or before June 30, 1998, an amount equal to 1% of
            the aggregate principal amount of the Mortgage Loans being repaid
            or (b) with respect to any repayment made on or after July 1, 1998,
            an amount equal to 1.5% of the aggregate principal amount of the
            Mortgage Loans being repaid."

            8. Amendment to Section 4.01 of the Note Agreement.  Section 
4.01(a) of the Note Agreement is hereby amended by adding the following after 
"other amounts":  "including, but not limited to, any Exit Fee".

            9.  Amendment to Section 4.05 of the Note Agreement.  The third 
sentence of Section 4.05 of the Note Agreement is hereby amended by adding after
"(subject to Section 4.04)," the following: "the amount of the Exit Fee, which
shall be subject to the Lender's confirmation".

            10. Amendment to Section 6.02 of the Note Agreement.  Section 6.02 
of the Note Agreement is hereby amended by adding the following to the end of 
such Section:

            "(j)  For each Collateral Property, Borrower shall have, in
            accordance with the Security Agreement, established a Collateral
            Account with a Collateral Bank (as such terms are defined in the
            Security Agreement) and shall have executed and delivered, and
            caused the related Collateral Bank to execute and deliver, an
            agreement in the form attached as Exhibit B to the Security
            Agreement, along with related UCC-1 Financing Statements, all in
            form and substance reasonably satisfactory to the Lender.
            Notwithstanding anything contained herein or in the Security
            Agreement to the contrary, in the event the Borrower requests a
            Mortgage Loan (not in connection without an Addition) pursuant to
            the terms hereof and satisfies all other conditions precedent to
            the making of such Mortgage Loan pursuant to the terms hereof
            before October 30, 1997, the Borrower shall not be required to
            satisfy the terms and conditions of this clause (j) or Section
            4.01(a)(i) of the Security Agreement with respect only to the
            Initial Properties and the Cedar Creek Property in order to obtain
            such Mortgage Loan, provided, however, that the foregoing shall not
            constitute a waiver of the Borrower's obligations under the
            provisions of this clause (j) with respect to any other Mortgage
            Loan or any Addition or a waiver of any of the Borrower's
            obligations under Section 4.01 of the Security 



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            Agreement."

            11. Amendment to Section 7.02 of the Note Agreement.  Section 7.02 
of the Note Agreement is hereby amended by adding the following at the end of 
such Section:

            "The statement of operations of the Borrower for the trailing
            twelve month period ended on July 31, 1997 heretofore furnished to
            Lender fairly presents the results of operations for the period
            ended July 31, 1997 all in accordance with reasonable financial
            projection methodology and based upon reasonable assumptions, it
            being understood that any such projections and assumptions are not
            to be viewed as facts to the extent that they relate to future
            events and that actual results may differ from those projected
            therein.  The Borrower did not have on said date any material
            contingent liabilities, liabilities for taxes, unusual forward or
            long-term commitments or unrealized or anticipated losses from any
            unfavorable commitments, except as referred to or reflected or
            provided for in said balance sheet as at said date and except to
            the extent not required to be so disclosed under GAAP.  Since July
            31, 1997, there has been no material adverse change in the
            financial condition, operations or business of the Borrower from
            that set forth in said financial statements as at said date."

            12. Amendment to Section 8.01 of the Note Agreement.  The following
is added as Section 8.01(b) of the Note Agreement:

            "(b) as soon as available and in any event by April 30, 1998,
            consolidated statements of income, retained earnings and changes in
            financial position (or of cash flow, as the case may be) of the
            Borrower and its Consolidated Subsidiaries for the year ending
            December 31, 1997 and the related consolidated balance sheet as at
            December 31, 1997, setting forth in each case in comparative form
            the corresponding consolidated figures for the preceding fiscal
            year, and accompanied by an opinion thereon of independent
            certified public accountants of recognized national standing
            acceptable to the Lender in its sole discretion, which opinion
            shall state that said consolidated financial statements fairly
            present the consolidated financial condition and results of
            operations of the Borrower and its Consolidated Subsidiaries as at
            the end of, and for, such fiscal year;".

In the last paragraph of Section 8.01, "or (b)" is hereby inserted after
"paragraph (a)" and "or fiscal year" is hereby inserted at the end of such
paragraph before the ".".


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     13. Amendment to Section 9 of the Note Agreement.  Clause (c) of Section 9
of the Note Agreement is hereby amended by adding the following to the end of
such clause before the ";": ", including, but not limited to, those documents,
financial information, rent rolls and certificates furnished in connection with
that certain Amendment to Note Agreement dated as of September 30, 1997".
Clause (d)(1) of Section 9 of the Note Agreement is hereby amended by inserting
", 8.01(b)" after
"Sections 8.01(a)".

     14. Defaults; Representations.  The Borrower hereby certifies that (a) as
of the date of this Amendment, there exists no Event of Default, Default or
breach of the Borrower's obligations, covenants, representations and warranties
under the Note Agreement (as hereby amended) (except for any default or breach
that has been waived by the Lender in the letter dated August 22, 1997), and
the execution and delivery of this Amendment shall not cause or create any such
Event of Default, Default or breach, (b) except for representations and
warranties expressly made or deemed made as of a specific date which shall be
expressly stated to be true and correct on and as of such date and except as
disclosed in the certificate provided by an officer of Ambassador II, Inc., to
Lender on or before the execution of this Amendment, the representations and
warranties made by the Borrower in Section 7 of the Note Agreement (as hereby
amended) and in the other Basic Documents (as amended) and made by each
Guarantor in Section 3 of each Guarantee Agreement (as amended) and in the
other Basic Documents (as amended) and made by Ambassador in Section 2 of the
REIT Agreement (as amended) are true and complete in all material respects on
and as of the date of this Amendment with the same force and effect as if made
on and as of this Amendment, and (c) as of the date hereof, the Borrower has no
cause of action at law or in equity against the Lender (including, without
limitation, any offset, defense, deduction or counterclaim) with respect to the
Note Agreement or the other Basic Documents (as the same have been amended).

     15. Ratification. As modified by this Amendment, the Note Agreement shall
remain in full force and effect and is hereby ratified and confirmed by the
parties.

     16. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.

     17. Conflict.  To the extent that any terms and provisions of this
Amendment conflict with the terms and provisions of the Note Agreement, this
Amendment shall govern and control.




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                                         
                                       BORROWER:                            
                                                                            
                                       AMBASSADOR II, L.P.                  
                                                                            
                                       By:  Ambassador II, Inc.,            
                                            its General Partner             
                                                                            
                                                                            
                                            By:                             
                                                ---------------------------- 
                                                                             
                                                Name:                        
                                                Title:                       
                                                                             
                                       Address for Notices:                  
                                                                             
                                            77 West Wacker Drive, Suite 
4040 
                                            Chicago, Illinois  60601         
                                            Attention:  President            
                                            Telecopier No.:  (312) 917-
0910  
                                                                             
                                            with a copy to:                  
                                                                             
                                            Greenberg Traurig Hoffman        
                                              Lipoff Rosen & Quentel         
                                            One Commerce Square, Suite 
2050  
                                                                             
                                            2005 Market Street               
                                            Philadelphia, Pennsylvania  
19103 
                                                                              
                                            Attention: Dianne Coady 
Fisher, Esq.                   
                                                                             
                                            Telecopier No: (215) 988-7801    
                                                                             
                                                                             
                                       LENDER:                               
                                                                             
                                       NOMURA ASSET CAPITAL CORPORATION      
                                                                             
                                                                             
                                       By:                                   
                                            ----------------------------     
                                            John Burke                       
                                            Vice President                   
                                                                             
                                            Address for Notices:             
                                                                             
                                            2 World Financial Center         
                                            Building B                       
                                            New York, New York 10281         



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                                                 Attention:  Sheryl McAfee    
                                                 Telecopier No.:  (212) 667-
1206   
                                                 and                          
                                                 Attention:  Barry Funt       
                                                 Telecopy No.:  (212) 667-1547











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