SECOND AMENDMENT TO 
                    AGREEMENT OF SALE AND ESCROW AGREEMENT

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND ESCROW AGREEMENT (this
"Amendment") is made and entered into as of this 13 day of March, 1997, by and
between N.H. Associates, an Illinois limited partnership ("Seller"), EEA
DEVELOPMENT, INC., a Delaware corporation ("Purchaser"), and CHICAGO TITLE
INSURANCE COMPANY ("Escrow Agent").

                                   RECITALS:

     A.   Seller and Purchaser are parties to that certain Agreement of Sale,
dated February 21, 1997 (the "Original Agreement"), as amended by that certain
Reinstatement and First Amendment to Agreement of Sale and Escrow Agreement
dated March 4, 1997 (the "First Amendment"; the Original Agreement, as amended
by the First Amendment shall hereinafter be referred to as 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.

     B.   Seller, Purchaser and Escrow Agent are parties to that certain Escrow
Agreement, dated February 21, 1997 (the "Original Escrow Agreement"), as
amended by the First Amendment (the Original Escrow Agreement, as amended by
the First Amendment shall hereinafter be referred to as the "Escrow Agreement")
pursuant to which Purchaser has deposited funds in escrow to be held by Escrow
Agent in accordance with the terms of the Escrow Agreement.

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

                                   AGREEMENT

     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.

2.   Paragraph 2.2 of the Agreement is deleted in its entirety and replaced
with the following:

          "    2.2  On or before 2:00 p.m. Chicago time on March 27, 1997,
Purchaser shall deliver to Escrow Agent funds in the amount of One Hundred
Fifty Thousand and No/100 Dollars ($150,000.00) (the "Additional Earnest
Money"; the Original Earnest Money, plus the Additional Earnest Money, if any,
being referred to herein together as the "Earnest Money"), provided that
Purchaser has not terminated this Agreement pursuant to Paragraph 7;"

3.   The first grammatical sentence of Paragraph 7.1 of the Agreement is
deleted in its entirety and replaced with the following:

          "    7.1   During the period commencing on January 10, 1997 and
ending at 5:00 p.m. Chicago time on March 27, 1997 (said period being herein
referred to as the "Inspection Period"), Purchaser and the agents, engineers,
employees, contractors and surveyors retained by Purchaser may enter upon the
Property, at any reasonable time and upon reasonable prior notice to Seller, to
inspect the Property, including a review of leases located at the Property, and
to conduct and prepare such studies, tests and surveys as Purchaser may deem
reasonably necessary and appropriate."

4.   All references to the date of March 13, 1997 in the Escrow Agreement are
hereby deleted and the date of March 27, 1997 is hereby inserted in lieu
thereof.

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

6.   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, Purchaser and Escrow Agent may execute and exchange by telephone
facsimile counterparts of the signature pages, with each facsimile being deemed
an "original" for all purposes.

                          [EXECUTION PAGE TO FOLLOW]

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.


PURCHASER:

EEA DEVELOPMENT, INC., a Delaware corporation

By:  /s/R. Stewart Bartley
     --------------------------------
Name: R. Stewart Bartley
Its:  Vice President


SELLER:

N.H. ASSOCIATES, an Illinois limited partnership

By:  North Hill Partners, an Illinois joint venture, its general partner

     By:  Thornhill Limited Partnership, an Illinois limited partnership, a
          joint venture partner

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

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

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

                         By:  /s/James E. Mendelson
                              ----------------------------------
                         Name: James E. Mendelson
                              ----------------------------------
                         Its: Sr. V.P.
                              ----------------------------------

ESCROW AGENT:

CHICAGO TITLE INSURANCE COMPANY

By:  /s/R. Eric Taylor
     ---------------------------
Name: R. Eric Taylor
     ---------------------------
Its: Authorized Agent