FIRST AMENDMENT TO AGREEMENT OF SALE This First Amendment ("First Amendment") to Agreement of Sale is entered into as of April 10, 1997, by and between HARBOUR REALTY ADVISORS, INC., as Purchaser, and COURTYARDS OF KENDALL LIMITED PARTNERSHIP, an...

                     FIRST AMENDMENT TO AGREEMENT OF SALE

     This First Amendment ("First Amendment") to Agreement of Sale is entered
into as of April 10, 1997, by and between HARBOUR REALTY ADVISORS, INC., as
Purchaser, and COURTYARDS OF XXXXXXX LIMITED PARTNERSHIP, an Illinois Limited
Partnership, as Seller.

                                   RECITALS

     A.  Purchaser and Seller hereto have entered into an Agreement of Sale
dated March 26, 1997 ("Agreement") for the purchase and sale of the apartment
project known as Courtyards of Xxxxxxx Apartments.

     B.  Purchaser and Seller now wish to amend the Agreement.

     NOW, THEREFORE, the Agreement is amended as follows:

     1.  The Purchase Price of $11,300,000 as referenced in Paragraphs 1 and 2c
is hereby changed to $11,000,000.00.  All references to Purchase Price shall
mean $11,000,000.

     2.  Except as modified herein, all other terms and conditions of the
Agreement remain in full force and effect.

     3.  All capitalized terms used herein shall have the same meaning as in
the Agreement.

     4.  This First Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date set forth above.

                         PURCHASER:

                         HARBOUR REALTY ADVISORS, INC.

                         By:   /s/ Xxxxx XxxXxxxxx
                              --------------------------------

                         SELLER:

                         COURTYARDS OF XXXXXXX LIMITED PARTNERSHIP,
                         an Illinois limited partnership

                         By:  Balcor Partners-XV, an Illinois general 
                              partnership, its general partner

                         By:  RGF-Balcor Associates-II, an Illinois
                              general partnership, a general partner

                         By:  The Balcor Company, a Delaware
                              corporation, a general partner

                         By:   /s/ Xxxxx X. Xxxxxxxxx
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