SECOND AMENDMENT TO AGREEMENT OF SALE

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment"), is entered
into as of the 19th day of December, 1996, by and between LINCOLN PROPERTY
COMPANY N.C., INC., a Texas corporation ("Purchaser"), and BGT LIMITED
PARTNERSHIP, an Illinois limited partnership ("Seller").

                              W I T N E S S E T H:

     A.  Purchaser and Seller have heretofore entered into a certain Agreement
of Sale dated December 6, 1996 (as previously amended, the "Agreement") for the
purchase and sale of the property commonly known as 1420 Harbor Bay, located in
Alameda, California.

     B.  Purchaser and Seller now desire to amend the Agreement to change the
Closing Date and extend the Inspection Period.

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

     1.  The Closing Date, as defined in Paragraph 8 of the Agreement, shall be
changed to January 9, 1997.

     2.  The expiration of the Inspection Period (as defined in Paragraph 7.1
of the Agreement) is hereby extended to 2:00 p.m. Chicago time on January 6,
1997.

     3.  The Escrow Agreement is hereby modified to conform with 1 and 2.

     4.  Except as specifically modified herein, the terms and conditions of
the Agreement shall remain unchanged and in full force and effect.

     5.  All capitalized terms used in this Amendment, unless otherwise defined
herein, shall have the meanings given to them in the Agreement.


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

                         PURCHASER:

                         LINCOLN PROPERTY COMPANY N.C., INC., a
                         Texas corporation

                         By:  /s/ Barry DiRaimundo
                              --------------------------
                         Name:    
                              --------------------------
                         Its:     
                              --------------------------

                         SELLER:

                         BGT LIMITED PARTNERSHIP,

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

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