SECOND AMENDMENT TO PURCHASE AGREEMENT

	THIS SECOND AMENDMENT to Purchase Agreement is dated this 2nd day of 
February, 1999, by and between Hillcrest Development ("Seller") and R & D 
Systems, Inc. ("Buyer").

                                   RECITALS

       1. Seller and Buyer entered into a purchase agreement dated January 22, 
1999, for the sale and purchase of real property legally described as Lots 8, 9,
16, and 17, Auditor's Subdivision Number 268, Hennepin County, Minnesota which 
Purchase Agreement was amended by that certain First Amendment to Purchase 
Agreement dated February 5, 1999 (collectively, the "Purchase Agreement").

       2. The parties wish to amend the Purchase Agreement on the terms and
conditions hereafter set forth.

	NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:


       1. Section XXIII is hereby deleted in its entirety and replaced with the
         following provision:

                 CONDITIONS PRECEDENT FOR BOTH SELLER AND BUYER

             Notwithstanding any other provision hereof to the contrary, this
       Purchase Agreement, including, but not limited to, Section VIII hereof, 
       shall be null and void and neither party shall hereafter be liable to 
       the other unless (a) prior to February 11, 1999, both Seller and Buyer 
       have executed the 2101 Kennedy Option and the Phase II Option; (b) prior 
       to January 29, 1999, Buyer has delivered to Title the tenant estoppel 
       letter required by Section VIII and Buyer's Board of Directors approves 
       the execution of this Purchase Agreement and Buyer delivers a written 
       copy of such resolution to Seller; and (c) prior to February 26, 1999 at 
       12:01 P.M. C.S.T.  Buyer and Seller have agreed to the form and
       substance of the License Agreement, the Parking Easement and the 
       Management Agreement as defined in Sections XVIII and XXV.

       2. Except as provided for above, all the terms and conditions of the 
         Purchase Agreement shall remain in full force and effect.

                                Buyer:     R & D Systems, Inc.

                                By:	/s/ Thomas E. Oland				
                                Its:	President					


                                Seller:     Hillcrest Development

                                By:     /s/ Scott Tankenoff        
                                Its:	General Partner