Purchase Agreement

First Amendment to Purchase Agreement

EXHIBIT 10.2
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                 FIRST AMENDMENT TO PURCHASE AGREEMENT


       This First Amendment to Purchase Agreements is entered into
effective as of August 6, 1997 (the "Amendment"), by and between Sherry
Lane Associates ("Seller"), and Cottonwood Realty Services, L.L.C.
("Buyer").

       WHEREAS, Seller and Buyer entered into that certain Purchase
Agreement dated effective as of July 7, 1997 (as amended, the "Contract"),
pursuant to which Seller has agreed to sell, and Buyer has agreed to
purchase from Seller, Seller's rights, titles and interests in and to the
property more particularly described in the Contract (collectively, the
"Property"); and

       WHEREAS, Seller and Buyer mutually desire to modify the Contract to
reflect an extension in the Due Diligence Period (as defined in the
Contract).

       NOW, THEREFORE, for and in consideration of the recitals contained
above, the agreements set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer do hereby agree as follows:

       1.      Unless otherwise defined in this Amendment or the context
otherwise requires, each term used in this Amendment with its initial
letter capitalized, which has been defined in the Contract, shall have the
same meaning as given to such term in the Contract.

       2.      Section 4B of the Contract is hereby amended such that the
first sentence of that Section shall be deleted and shall be replaced with
the following initial sentence:

               "B.     DUE DILIGENCE REVIEWS.  Buyer shall have until
5:00 p.m. (Central time) on August 8, 1997 (the "Due Diligence Period"),
within which to perform and complete all of Buyer's due diligence
examinations, review and inspections of all matters pertaining to the
purchase of the Property, including all leases, service contracts, survey
and title matters, and all physical, environmental and compliance matters
and conditions respecting the Property."

       3.      Except as expressly modified in this Amendment, no term or
provision of the Contract is or shall be amended, modified or supplemented,
and the Contract, as hereby amended, is hereby acknowledged and affirmed.

       4.      This Amendment may be executed in any number of identical
counterparts.  If so executed, then each of such counterparts is deemed to
be an original and all such counterparts shall, collectively, constitute
one agreement, but in making proof of this Amendment, it shall not be
necessary to produce or account for more than one such fully executed
counterpart.














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       IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment
to be effective as of the date first set first above.

               SELLER:
               ------

               SHERRY LANE ASSOCIATES,
               a Texas general partnership

               By:     CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII,
                       an Illinois limited partnership,
                       its general partner

                       By:     JMB REALTY CORPORATION,
                               a Delaware corporation,
                               its general partner


                               By:     /s/ BRIAN K. ELLISON
                                       ------------------------------
                               Name:   Brian K. Ellison
                                       ------------------------------
                               Title:  Vice President
                                       ------------------------------


               BUYER:
               -----

               COTTONWOOD REALTY SERVICES, L.L.C.,    
               a Texas limited liability company,


               By:     /s/ ROBERT J. AXLEY
                       ------------------------------
                       Robert J. Axley
                       Managing Director

































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