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August 25, 1996 via Facsimile Mail Valley Point Partners the Balcor Company Daniel J. Perlman, Esq. Limited Partnership 2355 Waukegan Road Katten Muchin & Zavis C/O the Balcor Company Suite A200 Suite 2100 2355 Waukegan Road Bannockburn, Il 60015 525 W. Monroe Street Suite A200 Attn.: Al Lieberman Chicago, Il 60661 Bannockburn, Il 60015 Attn.: Ilona Adams Re: Agreement of Sale, Dated as of the 2nd Day of August, 1996 (The "Agreement") Between Valley Point Partners Limited Partnership, as Seller, and Erp Operating Limited Partnership, as Purchaser, for the Purchase of Canyon Pointe Apartments, San Antonio, Texas (The "Property"). Dear Ms. Adams and Messrs. Lieberman and Perlman: Purchaser Hereby Requests an Extension of the Approval Period, as Such Term Is Defined in Section 16(a) of the Agreement From September 5, 1996 Until 5:00 P.M. Cdt on September 19, 1996. Purchaser Further Requests That the Closing Date, as Such Term Is Defined in Section 8 of the Agreement, Be Changed From September 19, 1996 to September 26, 1996. Please Acknowledge Seller's Acceptance of This Modification to the Agreement by Executing This Letter in the Space Provided Below and Returning It via Facsimile Mail to Purchaser. Erp Operating Limited Partnership, an Illinois Limited Partnership By: Equity Residential Properties Trust, a Maryland Real Estate Investment Trust, Its General Partner By: /S/ Shelley L. Dunck Shelley L. Dunck Vice President Approved and Accepted This Day of August, 1996 Valley Point Partners Limited Partnership, an Illinois Limited Partnership By: Valley Point Partners, Inc., an Illinois Corporation By: /S/ Jerry M. Ogle Name: Jerry M. Ogle Title: Vice President and Secretary <page>
