SAWYER REALTY HOLDINGS LLC

Exhibit 10.3

XXXXXX

REALTY HOLDINGS LLC

BY EMAIL AND OVERNIGHT MAIL

October 20, 2004

Mr. Xxxx Xxxxxxx
American Housing Properties, L.P.
000 Xxxxxxxxx Xxxxxxx Xxxxxx
Xx. Xxxxxxx, XX 00000

RE: Amendment to Agreement of Sale dated September 28, 2004
Xxxxxx Xxxxx and Xxxxxxxx Square Apartments

Dear Xx. Xxxxxxx:

Enclosed please find contracts we have obtained for the Required Work specified in Section 1 of the above-referenced document. Based on these contracts, the total cost of the Required Work is $170,600, which is in excess of the $115,000 amount provided in Section 1 of the Amendment. In accordance with the terms of Section 1 of the Amendment, we will increase the amount to be placed in escrow at closing from $115,000 to $170,600.

As discussed in Note 9, a third party buyer has agreed to purchase El Monte for $20,000,000. The net proceeds from the sale of the real estate will be distributed to the partners and the partnership terminated.

Please contact Xxxx Xxxxxx if you have any questions regarding this matter or any other aspect of this transaction. We look forward to a smooth closing later this month.

Best regards.

Sincerely,

XXXXXX XXXXX ASSOCIATES LIMITED PARTNERSHIP

XXXXXX XXXXX ASSOCIATES LIMITED PARTNERSHIP
By:	Xxxxxx Xxxxx Corp., its General Partner
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx, President
PRESCOTT SQUARE ASSOCIATES LIMITED PARTNERSHIP
By:	Prescott Square Associates Corp., its General Partner
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Xxxxx X. Xxxxxxxxx, President

Enclosures

Cc: Xxxxx X. XxXxxxxxx, Esq. (w/encl.)
Xxxxxxxxx Xxxxxx Xxxxx, Esq. (w/encl.)
Xxxxxxx XxxXxxx (w/encl.)