SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (19640 N. 31st Avenue, Phoenix, Arizona)

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Exhibit 10.21

SECOND AMENDMENT TO
AGREEMENT OF SALE AND PURCHASE
(19640 N. 31^st Avenue, Phoenix, Arizona)

This SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this "Amendment") is dated as of September , 2002, by and between XXXX-XXXX XXXXXXXXX LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Arizona ("Seller"), having an address at c/o Xxxx-Xxxx Realty Corporation, 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 and SUMMIT COMMERCIAL PROPERTIES, INC., a corporation organized under the laws of the State of California ("Purchaser"), having an address at c/o Summit Commercial, 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000.

W I T N E S S E T H:

WHEREAS, Seller and Purchaser have entered into a certain Agreement of Sale and Purchase dated as of July 2, 2002, as amended by that certain First Amendment to Agreement of Sale and Purchase dated as of August 15, 2002 (collectively, the "Agreement") pursuant to which Agreement Seller agreed to sell and Purchaser agreed to purchase certain Property located at 00000 X. 00^xx Xxxxxx, Xxxxxxx, Xxxxxxx; and

WHEREAS, Seller and Purchaser have agreed to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, intending to be legally bound hereby, the parties hereby agree as follows:

1. The "Evaluation Period" as defined in Section 5.1 of the Agreement is hereby extended to 5:00 p.m. Eastern time on September 13, 2002.

2. All other terms, conditions and provisions of the Agreement shall continue in full force and effect and unmodified, except to the extent expressly modified hereby.

3. Capitalized terms used and not otherwise defined herein shall have the meanings respectively assigned to them in the Agreement.

4. This Amendment shall be binding upon and inure to the benefit of the successors, legal representatives, heirs and assigns of the parties hereto.

5. This Amendment may be executed by facsimile signatures in any number of counterparts, each of which shall be deemed an original and all of which when considered together shall be one and the same document.

6. In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control.

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

		*SELLER:*
		XXXX-XXXX XXXXXXXXX LIMITED PARTNERSHIP By: Xxxx-Xxxx Sub XXII, Inc. its general partner
		By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Executive Vice President & General Counsel
		*PURCHASER:*
		SUMMIT COMMERCIAL PROPERTIES, INC.
		By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Executive Vice President/CFO