AGREEMENT OF JOINT FILING ------------------------- Walton Street Capital Acquisition Co. II, L.L.C., Beattie Place LLC, Metropolitan Acquisition VII, L.L.C., MAP VII Acquisition Corporation and Insignia Financial Group, Inc. hereby agree that the...

                        AGREEMENT OF JOINT FILING
                        -------------------------

   Xxxxxx Street Capital Acquisition Co. II, L.L.C., Xxxxxxx Place LLC, 
Metropolitan Acquisition VII, L.L.C., MAP VII Acquisition Corporation and 
Insignia Financial Group, Inc. hereby agree that the Statement on Schedule 
13D to which this agreement is attached as an exhibit shall be filed 
jointly on behalf of each of them.  This agreement is intended to satisfy 
the requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act 
of 1934, as amended.

Dated:  April 9, 1997.                 XXXXXX STREET CAPITAL ACQUISITION    
                                       CO. II, L.L.C.


                                       By: /s/ Xxxxxxx Xxxxxx            
                                           ---------------------------------
                                           Xxxxxxx Xxxxxx
                                           Manager


                                       XXXXXXX PLACE LLC
                                       By: MAP VII Acquisition Corporation, 
                                           its managing member


                                       By: /s/ Xxxxxxx X. Xxxxxxxx       
                                           ---------------------------------
                                           Xxxxxxx X. Xxxxxxxx
                                           Vice President


                                       METROPOLITAN ACQUISITION VII, L.L.C.
                                       By: MAP VII Acquisition Corporation, 
                                           its managing member


                                       By:/s/ Xxxxxxx Xxxxxxxx          
                                          Xxxxxxx Xxxxxxxx
                                          Vice President


                                       MAP VII ACQUISITION CORPORATION


                                       By:/s/ Xxxxxxx Xxxxxxxx          
                                          Xxxxxxx Xxxxxxxx
                                          Vice President


                                       INSIGNIA FINANCIAL GROUP, INC.


                                       By: /s/ Xxxxx Xxxxxxxx            
                                           ---------------------------------
                                           Xxxxx Xxxxxxxx
                                           Executive Managing Director