FIRST AMENDMENT TO PHASE I OPTION AGREEMENT
                             (2101 Kennedy Option)


     THIS FIRST AMENDMENT TO PHASE I OPTION AGREEMENT is dated this 10th day of 
April, 1999, by and between Hillcrest Development ("Owner") and R & D Systems, 
Inc. ("Buyer").
                                 RECITALS:

     1. Owner and Buyer entered into a Phase I Option Agreement dated 
February 10, 1999 with respect to property commonly known as 2101 Kennedy and 
659 Cleveland together with surface parking parcels (the "Option Agreement").

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

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

     1.  Paragraph 4(d) of the Option Agreement is restated to read as follows:

        (d) Owner will use its best efforts to see that all tenants of     
     the Property who generate, store, or dispose hazardous materials do 
     so in accordance with applicable law.  Owner will not hereafter 
     knowingly lease the Property to tenants who engage in the business of 
     generation and/or storage of hazardous materials and will insert in 
     all new leases hereinafter entered into a prohibition of such 
     business of generation and/or storage of hazardous materials but the 
     foregoing shall not be breached if any tenant, without Owner's 
     consent or knowledge, engages in such activities.  Owner will take 
     appropriate action to terminate the rights of any tenant who violates 
     such prohibition or who generates, stores or disposes of hazardous 
     materials in violation of applicable law to the extent such leases 
     permit such action.

     2.  Paragraph 4 of the Option Agreement is amended to include the following
subparagraph:
         
        (w) Seller will cause all underground storage tanks to be  
     registered in accordance with Environmental Law.

     3.  A new Section IX(y) to the Purchase Agreement attached as Exhibit B to
the Option Agreement is hereby added as follows:

        (y) Seller will on or about April 1, 1999 institute and maintain 
     an operations and maintenance program for asbestos containing 
     building materials in compliance with all applicable laws.

     4.  Section IX(u) to the Purchase Agreement attached as Exhibit B to the 
Option Agreement is hereby amended as follows:

        (u) Seller will use its best efforts to see that all tenants of 
     the Property who generate, store, or dispose hazardous materials do 
     so in accordance with applicable law.  Seller will not hereafter 
     knowingly lease the Property to tenants who engage in the business of 
     generation and/or storage of hazardous materials and will insert in 
     all new leases hereinafter entered into a prohibition of such 
     business of generation and/or storage of hazardous materials but the 
     foregoing shall not be breached if any tenant, without Seller's 
     consent or knowledge, engages in such activities.  Seller will take 
     appropriate action to terminate the rights of any tenant who violates 
     such prohibition or who generates, stores or disposes of hazardous 
     materials in violation of applicable law to the extent such leases 
     permit such action.

     5.  Section X(b) to the Purchase Agreement attached as Exhibit B to the 
Option Agreement is hereby amended by including the following subparagraphs:

        (xi) Operations and Maintenance Plan for asbestos containing 
     building materials present at the Property.

        (xii) Evidence that the underground storage tanks located on the 
     Property have been registered in accordance with Environmental Law.

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

OWNER:                                      BUYER:

Hillcrest Development                       R & D Systems, Inc.


By:  /s/ Scott Tankenoff                     By: /s/ Thomas E. Oland 
     Its:  General Partner	                Its:  President