FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of August 29, 2008, between 000 X. XXXXXXX XX, L.L.C., a Delaware limited liability company (“Seller”), and XXXXXX PROPERTIES, INC., a California corporation (“Buyer”).

WITNESSETH:

WHEREAS, Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of August 12, 2008 (the “Agreement”), relating to the purchase and sale of certain property commonly known as 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, and more particularly described in the Agreement (the “Property”); and

WHEREAS, Seller and Buyer desire to amend certain terms and conditions of the Agreement as set forth herein;

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Seller and Buyer hereby agree to amend and modify the Agreement as follows:

1. Capitalized Terms. All capitalized terms not separately defined in this Amendment bear the respective meanings given to such terms in the Agreement.

2. Evaluation Period. The Evaluation Period set forth in Section 5.1 of the Agreement is hereby extended to 5:00 p.m. Central Time on September 3, 2008. Buyer agrees that Buyer has completed its inspection of the Documents, Real Property and Improvements and that Buyer has accepted and approved all of the such matters and is prepared to waive the Evaluation Period and deposit the Additional Deposit, except for the Buyer’s request for certain credits against the Purchase Price detailed in that certain email dated August 28, 2008, from Xxxx Xxxxxx, of Xxxxxx Properties, Inc., to Xxxx Xxxxxxx and Xxxxx Xxxx of Xxxxxxxx Xxxxxxxx Xxxxxx, X.X., a copy of which is attached hereto as Exhibit A and made a part hereof. The Buyer acknowledges that the Seller has not agreed to the requested credits and that the Evaluation Period is being extended by the Parties solely to enable them to further discuss the requested credits.

3. Full Force and Effect. The Agreement, as supplemented and amended by this Amendment, remains in all respects in full force and effect. In the event of a conflict between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall be controlling. Additionally, all references in the Agreement or this Amendment to the Agreement (including references to “herein” or “therein”) shall mean and refer to the Agreement as modified hereby.

4 Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.

[Signature Page Follows]

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

BUYER:

XXXXXX PROPERTIES, INC., a California corporation

By:

/s/ Xxxx X. Xxxxxx

Name:

Xxxx X. Xxxxxx

Title:

President

SELLER:

000 X. XXXXXXX XX, L.L.C., a Delaware limited liability company

By:

000 X. XxXxxxx Holdings, L.L.C., a Delaware limited liability company, its sole member

By:

PGRT Equity II LLC, a Delaware limited liability company, its administrative member

By:

Prime Group Realty, L.P., a Delaware limited partnership, its sole member

By:

Prime Group Realty Trust, a Maryland real estate investment trust, its sole general partner

By:

/s/ Xxxxxxx X. Xxxxxxxxx

Name:

Xxxxxxx X. Xxxxxxxxx

Title:

President and Chief Executive Officer

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Exhibit A

Credits Request

See attached.

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