FIRST AMENDMENT TO AGREEMENT OF SALE

     THIS FIRST AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into as of this 23rd day of September, 1996, by and between Timberlake
Limited Partnership, an Illinois limited partnership ("Seller") and Housing
Systems, Incorporated, a Georgia corporation ("Purchaser").

                                   RECITALS:

     A.   Seller and Purchaser are parties to that certain Agreement of Sale,
dated September 17, 1996 ("Agreement"), pursuant to which Purchaser has agreed
to purchase and Seller has agreed to sell certain Property (as defined in the
Agreement) legally described and depicted on Exhibit A attached to the
Agreement.

     B.   Seller and Purchaser desire to amend the Agreement in accordance with
the terms of this Amendment.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.   All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement.

2.   Paragraph 8 of the Agreement is hereby deleted in its entirety and the
following inserted in lieu thereof:

          "8.  FINANCING CONTINGENCY.  Purchaser's and Seller's obligations
under this Agreement are contingent upon Purchaser's ability to procure a
commitment for first mortgage financing for the acquisition of the Property in
an amount of not less than $4,875,000.00 with a 9.5% per annum constant
interest rate and 20 year amortization (the "Financing Contingency") on or
before October 21, 1996.  Purchaser acknowledges and agrees that it shall
submit its application for a commitment for first mortgage financing in
accordance with the provisions set forth above on or before October 7, 1996,
and shall provide Seller with either a letter from the lender evidencing that
said application and any application fee has been received or an affidavit from
Purchaser stating that Purchaser submitted said application and paid any
application fee on or before October 7, 1996 ("Application Evidence").  In the
event Purchaser has complied with the requirements set forth in the preceding
sentence,  but is unable to satisfy the Financing Contingency on or before
October 21, 1996, then Purchaser shall have the option, upon written notice to
Seller, exercised no later than October 21, 1996, to terminate this Agreement,
in which case this Agreement shall become null and void without further action
of the parties and all Earnest Money theretofore deposited into the escrow by
Purchaser together with any interest accrued thereon, shall be delivered to
Purchaser, and neither party shall have any further liability to the other,
except for those covenants and obligations hereunder which expressly survive
the termination of this Agreement.  In the event Purchaser fails to deliver
such notice to Seller or Purchaser fails to deliver the Application Evidence on

or before October 7, 1996, the Financing Contingency shall be deemed satisfied
and the parties hereto shall proceed to Closing."

3.   Except as amended hereby, the Agreement shall be and remain unchanged and
in full force and effect in accordance with its terms.

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


     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.


                         PURCHASER:

                         HOUSING SYSTEMS, INCORPORATED, a Georgia corporation

                         By:   /s/ Russell A. Greer
                              ---------------------------------------
                         Name:     Russell A. Greer
                              ---------------------------------------
                         Its:      Executive VP
                              ---------------------------------------


                         SELLER:

                         TIMBERLAKE LIMITED PARTNERSHIP, an Illinois
                         limited partnership

                         By:  Timberlake Partners, Inc., an Illinois 
                              corporation, its general partner

                              By:   /s/ James E. Mendelson
                                   -----------------------------------
                              Name:     James E. Mendelson
                                   -----------------------------------
                              Its:      Authorized Representative
                                   -----------------------------------