ADDENDUM TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS FOR THE PROPERTY COMMONLY KNOWN AS 4708 ROSEVILLE ROAD, HIGHLANDS EIGHT COMMERCE CENTER

ADDENDUM TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS FOR THE PROPERTY COMMONLY KNOWN AS 0000 XXXXXXXXX XXXX, XXXXXXXXX EIGHT COMMERCE CENTER

THIS ADDENDUM ("Addendum") is attached to and hereby made a part of that certain Agreement of Purchase and Sale ("The Agreement"), dated, for reference purposes only, August 20, 2002, between Capital Builders Development Properties II, a California Limited Partnership ("Seller") and Ares Commercial Properties, Inc., A California Corporation ("Buyer") for the premises known as 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxx (hereinafter referred to as The Property and/or The Premises. All of the following terms and conditions are hereby incorporated in The Agreement and made a part thereof. In the event of any conflict between any of the terms and conditions contained in the Agreement as compared to the terms and conditions contained in the Addendum, the terms and conditions contained in the Addendum shall be controlling. The term "The Agreement" as used herein shall mean the printed for Agreement of Purchase and Sale as modified by any exhibits and Addendum's.

7(a)(iii). Inspections and Studies. The "Contingency Period" shall be 30 days and not 15 days.

19. Brokers. Xxxx Xxxxxxxx of Starboard Commercial Real estate, 00 X'Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 shall collectively be referred to as "Selling" Broker and shall be paid a commission of 1.75% from Seller. It is hereby disclosed that Xxxxxx Xxxxx is a Trustee of Buyer.

22(i). To Buyer: Xxxxxx Xxxxx, President Ares Commercial Properties, 000 Xxxxxx Xxxxxx,Xxxxxx, XX 00000 (415-899-1590)

Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (415-885-5304)

Xxxxxxx Xxxxxxxx, Esq. 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (415-775-8950)

22(j). Counterparts. This agreement may be signed in counterparts and shall be fully enforceable in counterparts. Facsimile xxxxx shall be as enforceable as originals.

23. Estoppel Certificates. No less than seven (7) days prior to the expiration of the Contingency Period, Seller agrees to deliver to Buyer fully completed Tenant Estoppels (in a mutually acceptable form similar to Exhibit J) from each and every tenant.

AGREED TO:

SELLER

By: Xxxxxxx X. Xxxxxxx

DATED: 8/29/02

AGREED TO:

BUYER

By: Xxxxxx Xxxxx

Xxxxxx Xxxxx, President

Ares Comm. Properties, Inc.

DATED: 8/20/02