FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT

     THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into on this 6th day of August, 1997, by and
among LABROC II LIMITED PARTNERSHIP, an Illinois limited partnership
("Seller"), THE FREMONT GROUP, LLC, a Connecticut limited liability company
("Purchaser") and NEAR NORTH NATIONAL TITLE INSURANCE CORPORATION (the "Escrow
Agent");
                             W I T N E S S E T H:

     WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale, dated as of July 30, 1997, (the "Agreement"), pursuant to which Purchaser
has agreed to purchase and Seller has agreed to sell certain Property (as
defined in the Agreement) legally described and depicted on Exhibit A attached
to the Agreement; 

     WHEREAS, Seller, Purchaser and Escrow Agent are parties to that certain
Escrow Agreement, dated as of July 31, 1997, (the "Escrow Agreement"); and

     WHEREAS, Seller and Purchaser desire to amend the Agreement and the Escrow
Agreement in accordance with the terms of this Amendment.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.   All terms not otherwise defined herein shall have the meanings ascribed to
each in the Agreement and Escrow Agreement.

2.   The Inspection Period shall expire at 5:00 P.M. Chicago time on August 13,
1997.

3.   Except as amended hereby, the Agreement and the Escrow Agreement shall be
and remain unchanged and in full force and effect in accordance with their
terms.

4.   This Amendment may be executed in counterparts each of which shall be
deemed an original, but all of which, when taken together shall constitute one
and the same instrument.  To facilitate the execution of this Amendment, Seller
and Purchaser may execute and exchange by telephone facsimile counterparts of
the signature pages, with each facsimile being deemed an "original" for all
purposes. 

                          [EXECUTION PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed the day and year first above written.

                         PURCHASER:


                         THE FREMONT GROUP, LLC, a Connecticut limited 
                         liability company

                         By: /s/Jonathan M. Keller

                         Name:  Jonathan M. Keller

                         Its:   Managing Member

                         SELLER:


                         LABROC II LIMITED PARTNERSHIP, an Illinois limited 
                         partnership

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

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

                                   By: /s/Michael J. Becker

                                   Name:  Michael J. Becker

                                   Its:   Managing Director


ESCROW AGENT:

NEAR NORTH NATIONAL TITLE INSURANCE CORPORATION

By: 

Its:  Authorized Agent
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