March 17, 1995

Ms Elizabeth A. Briones
Vice President
Aldrich Eastman Waltch
225 Franklin Street
Boston, MA 01220

Re:  Springhill Lake Investors Limited Partnership
     (the "Partnership")

Dear Liz:

Theodore N. Lerner has provided us with copies of the letters which he sent to
AEW on March 17, 1995. These letters omit one significant fact which may be
relevant for AEW in considering Mr. Lerner's request. The omission is that some
limited partners may have both consented to his proposal for a dissolution of
the Partnership (the "Lerner Proposal") and tendered their limited partnership
interests ("Units") to Aquarius Acquisition, L.P. ("Aquarius") pursuant to its
offer to purchase Units (the "Aquarius Offer"). This situation exists because
the Aquarius Offer does not require limited partners to withdraw their consents
from the Lerner Proposal in order to tender their Units to Aquarius. Once
Aquarius purchases Units, any consents to the Lerner Proposal which tendering
limited partners may have previously granted will be automatically terminated
pursuant to the terms of Lerner's consent solicitation.

We will not be able to determine the overlap in limited partners consenting to
the Lerner Proposal and tendering their Units to Aquarius until after: (a) both
the Lerner Proposal and the Aquarius Offer expire; and (b) both Lerner and
Aquarius present their lists of supporting limited partners to the Partnership.
Neither of these events have occurred yet.

Sincerely,


Philip J. Brannigan, Jr.
Vice President