AMENDMENT NO. 2 TO ASSET SERVICING AGREEMENT

AMENDMENT NO. 2 TO ASSET SERVICING AGREEMENT

This Amendment No. 2 to Asset Servicing Agreement (this “Amendment” is made as of the 15th day of October, 2010, among DVL, Inc., a Delaware corporation (“DVL”), Professional Service Corporation, a Delaware corporation (“PSC”), KM Realty Corporation, a North Carolina corporation (“KM”), and NPO Management LLC, a Delaware limited liability company (“NPO”).

WITNESETH:

WHEREAS, DVL, PSC, KM and NPO (hereinafter collectively, the “Parties”) are parties to that certain Asset Servicing Agreement, dated as of March 27, 1996, as extended by an Asset Servicing Extension Agreement and further amended by Amendment No. 1 dated as of October 31, 2007 (as extended, the “Asset Servicing Agreement”);

WHEREAS, the Parties desire to further extend the Asset Servicing Agreement;

NOW, THEREFORE, in consideration of the covenants and conditions set forth in this Agreement, the parties agree as follows:

In accordance with Section 13 of the Asset Servicing Agreement, the Term is hereby extended for a period of three years beginning April 2, 2011 and extending to March 31, 2014.

Except as modified hereby, the Asset Servicing Agreement remains in full force and effect and the provisions thereof are hereby ratified and confirmed.

This Amendment may be executed in one or more counterparts, all of which together shall for all purposes constitute one amendment, binding on all parties hereto, notwithstanding that the parties have not signed the same counterparts.

[signatures on following page]

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the day and year first above written.

	DVL, Inc.
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Execute Vice President

	PROFESSIONAL SERVICE CORPORATION, INC.
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Execute Vice President

	KM REALTY CORPORATION
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Authorized Signatory

	NPO MANAGEMENT, LLC
	By:	Pembroke Companies, Inc. Member
		By:	/s/ Xxxxxxxx X. Xxxxx
		Name:	Xxxxxxxx X. Xxxxx
		Title:	President