AMENDMENT TO
                            SECOND AMENDED AND RESTATED
                             CERTIFICATE AND AGREEMENT
                               OF LIMITED PARTNERSHIP
                           OF CONAM REALTY INVESTORS 5 LP


     This Amendment to Second Amended and Restated Certificate and Agreement of
Limited Partnership, dated as of August 20, 1985, of ConAm Realty Investors 5
LP, a California limited partnership formerly known as Hutton/ConAm Realty
Investors 5 (the "PARTNERSHIP"), is entered into as of January 18, 1999, and
amends the Amended and Restated Certificate and Agreement of Limited Partnership
of the Partnership (as amended to date, the "AGREEMENT"), as follows:

     1.   Section 12.d.(xi) of the Agreement is hereby amended as follows:

          (xi)  Except as provided in Subsection 12f.(vi), permit the
     Partnership to purchase or lease property in which a General Partner or any
     Affiliate has an interest or sell or lease any Property to a General
     Partner or any Affiliate, unless such transaction is specifically approved
     by Limited Partners owning a majority of the Units outstanding at that
     time.

     2.   Except as expressly amended hereby, all other provisions of the
          Agreement shall remain unchanged and shall continue in full force and
          effect.

     3.   The effective date of this Amendment is January 18, 1999.

                         GENERAL PARTNER:

                         ConAm Property Services IV, Ltd.

                         By:  Continental American Development, Inc.,
                              its general partner

                              By:  /s/ Scott Dupree
                                  ------------------------
                                   E. Scott Dupree,
                                   Vice President

                         LIMITED PARTNERS:

                         The Limited Partners of the Partnership whose names are
                         recorded in the records of the Partnership by ConAm
                         Property Services IV, Ltd., their attorney-in-fact

                         By:  Continental American Development, Inc.

                              By:  /s/ Scott Dupree
                                  ------------------------
                                   E. Scott Dupree,
                                   Vice President