AMENDMENT TO ADDITIONAL CONTRIBUTION AGREEMENT BETWEEN PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST AND MEMBERS OF THE BOARD OF TRUSTEES

Exhibit 2.1

AMENDMENT
TO
ADDITIONAL CONTRIBUTION AGREEMENT
BETWEEN
PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST
AND
MEMBERS OF THE BOARD OF TRUSTEES

The parties, Paragon Real Estate Equity and Investment Trust, a Maryland business trust (formerly, Stonehaven Realty Trust, the “Trust”); the members of the Board of Trustees (the “Trustees”), and each of the individual Trustees (a “Trustee”) presently Xxxxx X. Xxxxxx (“Xxxxxx”), Xxxx X. Xxx (“Xxx”), Xxxxxx X. XxXxx (“XxXxx”), Xxxx X. Xxxxxxx (“Xxxxxxx”), Xxxxx X. Xxxxxxxxxx (“Xxxxxxxxxx”), and Xxxxxxx X. Xxxxxx (“Xxxxxx”); and Paragon Real Estate Development, LLC (“Paragon Development”); agree to amend the Additional Contribution Agreement dated March 4^th, 2003 (“Agreement”), made at Cleveland, Ohio, this 29^th day of September, 2006 (“Amendment”), between and the Trust and the Trustees.

WITNESSETH:

     WHEREAS: The Trust is a public traded real estate company;

     WHEREAS: The Trust desires to substantially grow the asset base, net operating income, funds from operation, net value, and the share value of the Trust;

     WHEREAS: The Trust seeks to continue the leadership experience, talent, and relationships of the Trustees;

     WHEREAS: The Trustees intend to find deals to contribute to the Trust;

     WHEREAS: The Trust, the Trustees, Xxxxxxxxxx and Dee individually and as Trustees, and Paragon Development desire to amend this Agreement; and

     WHEREAS: Capitalized terms not otherwise defined in this Amendment will have meanings assigned to them in the Agreement;

     NOW, THEREFORE, the Trust, the Trustees, Xxxxxxxxxx and Xxx individually and as Trustees, and Paragon Development have agreed to be bound by the following amendments to the terms and conditions of the Agreement:

1) PARTICIPATION BY TRUSTEES IN THE AGREEMENT. The Trustees will participate in the Sponsor’s Equity and the Common Shares will be allocated to the individual Trustee who procures a Real Estate Transaction for the Trust.

	2)		XXXXXXXXXX AND DEE. Xxxxxxxxxx and Xxx will continue to participate in the Sponsor’s Equity and the Common Shares will be allocated to Paragon Development only if Xxxxxxxxxx and Dee, either as officers of the Trust or as Trustees of the Trust, procure a Real Estate Transaction for the Trust. Xxxxxxxxxx and Xxx will not receive any Sponsor’s Equity or Common Shares for a Real Estate Transaction procured by another Trustee.
	3)		ALLOCATION AND FORMULA FOR EARNING COMMON SHARES. The following phrase will be added to the Agreement, at the end of the first paragraph of the first numbered section for clarification:

“(iii) and then, from the result, deducting the acquisition price of the Real Estate Transaction.”

IN WITNESS WHEREOF, this Agreement has been signed by the parties, as of the date first above written.

PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST

By: Title:		/s/ Xxxxx X. Xxxxxxxxxx XXXXX X. XXXXXXXXXX,
		Chairman of the Board of Trustees
		/s/ Xxxxx X. Xxxxxx
		XXXXX X. XXXXXX, Trustee
		/s/ Xxxx X. Xxx
		XXXX X. XXX, Individually, and as a Trustee, and for
		PARAGON REAL ESTATE DEVELOPMENT, LLC
		/s/ Xxxxxx X. XxXxx
		XXXXXX X. XXXXX, Trustee
		/s/ Xxxx X. Xxxxxxx
		XXXX X. XXXXXXX, Trustee
		/s/ Xxxxx X. Xxxxxxxxxx
		XXXXX X. XXXXXXXXXX, Individually, as a Trustee, and for
		PARAGON REAL ESTATE DEVELOPMENT, LLC
		/s/ Xxxxxxx X. Xxxxxx
		XXXXXXX X. XXXXXX, Trustee

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