FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of March 22, 2010 by and between XXXXXXXX XXXXXX LLC, a Delaware limited liability company (“Seller”) and XXXXX GLOBAL REIT PROPERTIES LP, a Delaware limited partnership (“Purchaser”).  Purchaser and Seller are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties”.

WHEREAS, the Parties have entered into that certain Purchase and Sale Agreement dated effective March 5, 2010 (the "Agreement"); and

WHEREAS, the Parties now wish to amend the Agreement by extending the Due Diligence Expiration Date from 5:00 p.m. on March 22, 2010 until 5:00 p.m. on March 24, 2010.

NOW THEREFORE, for good and valuable consideration, the receipt of which is acknowledged by the Parties, Seller and Purchaser agree to amend the Agreement as follows:

1.           The Due Diligence Expiration Date is hereby extended to 5:00 p.m. on March 24, 2010, time being of the essence.

2.           The Additional Xxxxxxx Money Deposit Date shall mean March 25, 2010, time being of the essence.

3.           Except as modified by this Amendment, the Agreement remains in full force and effect and is hereby ratified and confirmed by Seller and Purchaser.

4.           This Amendment may be executed in any number of identical counterparts, any or all of which may contain the signatures of less than all of the Parties, and all of which shall be construed together as a single instrument.  The Parties executing this Amendment may sign separate signature pages and it shall not be necessary for all Parties to sign all signature pages, but rather the signature pages may be combined.  Facsimile or .PDF file signatures shall be as binding as original signatures.

(SIGNATURE PAGES FOLLOW)

IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of March 22, 2010.

SELLER:

XXXXXXXX DURHAM LLC, a Delaware limited liability company

By:                                                                

Title:                                                                

IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of March 22, 2010.

PURCHASER:

XXXXX GLOBAL REIT PROPERTIES LP, a Delaware limited partnership

By:  Xxxxx Global REIT, Inc., its general partner

By:                                                          

Name:                                                          

Title: