SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”) is made and entered into as of March 24, 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 (as amended by that certain First Amendment to Purchase and Sale Agreement dated March 22, 2010, the "Agreement"); and

WHEREAS, the Parties now wish to further amend the Agreement by extending the Due Diligence Expiration Date from 5:00 p.m. on March 24, 2010 until 5:00 p.m. on March 25, 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 25, 2010, time being of the essence.

2.           The Additional Xxxxxxx Money Deposit Date shall mean March 26, 2010, time being of the essence.

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

4.           This Second 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 Second 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 Second Amendment as of March 24, 2010.

SELLER:

XXXXXXXX DURHAM LLC, a Delaware limited liability company

By:                                                                

Title:                                                                

IN WITNESS WHEREOF, Seller and Purchaser have executed this Second Amendment as of March 24, 2010.

PURCHASER:

XXXXX GLOBAL REIT PROPERTIES LP, a Delaware limited partnership

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

By:                                                          

Name:                                                          

Title: