SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE (this "Amendment") is made and
entered into to as of the 17 day of October, 1996, by and between ROCLAB
PARTNERS-I, an Illinois limited partnership ("Seller"), LINCOLN PROPERTY
COMPANY SOUTHWEST, INC., a Texas corporation ("Purchaser"), and PIEDMONT TITLE
INSURANCE AGENCY, INC. ("Escrow Agent").

                                  WITNESSETH

     A.  Seller and Purchaser aare parties to that certain Agreement of Sale
entered into as of September 9, 1996 (the "Original Purchase Agreement"), as
amended by that certain First Amendment to Agreement of Sale and Escrow
Agreement dated as of October 2, 1996 (the "First Amendment"), pursuant to
which Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from
Seller, the Property (as defined in the Original Agreement).  The Original
Purchase Agreement and the First Amendment are herein referred to as the
"Purchase Agreement."

     B.  Pursuant to the Purchase Agreement, Seller, Purchaser and Escrow Agent
entered into that certain Escrow Agreement dated September 9, 1996 (the "Escrow
Agreement");

     C.  Seller and Purchaser now desire to amend the Purchase Agreement and
the Escrow Agreement pursuant to the terms and conditions set forth below.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller, Purchaser and Escrow
Agent hereby agree as follows:

     1.  The recital paragraphs set forth above are herein incorporated by
reference as if fully set forth herein.  All capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.

     2.  Paragraph 3.7 of the Original Purchase Agreement is hereby amended by
deleting the fourth grammatical sentence thereof and substituting the following
therefor:

If Seller elects or is deemed to have elected not to remove or cure any
Inspection Document Objections, Purchaser shall have until 5:00 p.m. Chicago
time on October 23, 1996 to elect in writing to either (a) waive its prior
disapproval of such Inspections Document objections and proceed to consummate
this transaction, in which event any such Inspection Document Objections not
removed or cured shall be deemed acceptable to Purchaser, or (b) receive a
return of the Earnest Money Deposit, following which this Agreement shall
terminate and none of the parties hereto shall have any further duties,
obligations or liabilities to each other hereunder.

     3.  The references to "October 18, 1996" in Sections 2 and 3 of the Escrow
Agreement are hereby deleted and the phrase "October 23, 1996" is hereby
substituted in their place.
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     6.  Except as amended herein, the terms and conditions of the Purchase
Agreement and the Escrow Agreement shall continue in full force and effect and
are hereby ratified in their entirety.  In the event of any inconsistency
between the terms and conditions of the Purchase Agreement and the Escrow
Agreement and the terms and conditions of this Amendment, the terms and
conditions of this Agreement shall govern and control.

     8.  This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same agreement.

     IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of
the date first above written.

                    PURCHASER:

                    LINCOLN PROPERTY COMPANY SOUTHWEST, INC., 
                    a Texas corporation

                    By:   /s/ 
                         -----------------------------------
                              Vice President

                    SELLER:

                    ROCLAB PARTNERS-I,
                    an Illinois limited partnership

                    By:  Balcor Partners-XII, an Illinois general partnership,
                         its general partner

                         By:  RGF-Balcor Associates-II, an Illinois limited 
                              partnership, a general partner

                              By:  The Balcor Company, a Delaware corporation,
                                   its general partner

                                   By:   /s/ Daniel L. Charleston
                                        -----------------------------------
                                   Name:     Daniel L. Charleston
                                        -----------------------------------
                                   Its:      Authorized Agent
                                        -----------------------------------

                    ESCROW AGENT:

                    PIEDMONT TITLE INSURANCE AGENCY, INC.



                    By:
                         --------------------------------------
                    Its:      Authorized Agent
                         --------------------------------------
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