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         AMENDMENT NO. 1 TO SOUTH SEAS PROPERTIES
                COMPANY LIMITED PARTNERSHIP
             MANAGEMENT EQUITY INCENTIVE PLAN
                              
         This Amendment No. 1 to the South Seas Properties Company
     Limited Partnership Management Equity Incentive Plan is
     adopted this 1 2th day of June , 1997 by South Seas
     Properties Company Limited Partnership, an Ohio limited
     partnership (the "Company").
     
     W I T N E S S E T H:
     
         WHEREAS, effective February 26, 1996, the Company adopted
     the South Seas Properties Company Limited Partnership
     Management Equity Incentive Plan (the "Plan"); and
     
         WHEREAS, the Company desires to amend the Plan to
     increase the number of Units which may be issued pursuant
     to the Plan;
     
         NOW, THEREFORE, the Plan is hereby amended by
     substituting the number 1,100,000 for 840,000 in the
     first sentence of Section 4 of the Plan.
     
     IN WITNESS WHEREOF, the Company, by its General Partner,
     has
     
     executed this document this 12th day of June , 1997,
     effective for all purposes as of June 12th , 1997.
                              
                            By:
                              
     91\17537CYA.60A
     
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     SOUTH SEAS PROPERTIES COMPANY
                              LIMITED PARTNERSHIP
                              T & T R ~ ~ , L.C., General
                                   Partner
     
                            )~
               ROBERT M. TAYLOR, Chairman J