FIRST AMENDMENT OF



Exhibit 10.13

FIRST
AMENDMENT OF
PURCHASE AND SALE CONTRACT

THIS
FIRST AMENDMENT OF PURCHASE AND
SALE CONTRACT(this “Amendment”) is
entered into effective as of the 1st day of May, 2009, by and between
LAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP, a Texas limited partnership,
having an address at 4582 South Ulster Street Parkway, Suite 1100,
Denver, Colorado 80237 (“Seller”), and SOLID GOODS
CORPORATION, a California corporation, having a principal address at 1772 La
Jolla Rancho Road, La Jolla, California 92037-7847
(“Purchaser”).

RECITALS

A.       
Seller and Purchaser entered into that certain Purchase and Sale Contract, dated
as of April 7, 2009 (the “Contract”), regarding that certain
property located in Texas and more particularly described in the Contract.

B.        
Purchaser and Seller desire to make modifications and clarifications to the
Contract subject to the terms and conditions described below.

C.       
All capitalized terms not otherwise defined in this Amendment shall have the
meanings ascribed to them in the Contract.

NOW
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, Seller and Purchaser
agree as follows:

agreements

1.                 
Inspection Contingencies.  Purchaser acknowledges and
agrees that Purchaser’s right to terminate the Contract pursuant to Section 3.2
of the Contract has expired and  Purchaser’s Initial Deposit is now
non-refundable.

2.                 
Purchaser Credit.  Section 5.4 of the Contract shall
be amended to include the following provision:

Section
5.4.13. Purchaser Credit at Closing.  At Closing, Purchaser shall
receive a credit against the Purchase Price in an amount equal to $45,000
representing costs relating to capital expenditures for the Property. 

3.                 
Boiler Replacement.  Section 5.4 of the Contract shall
be amended to include the following provision;

Section
5.4.14. Escrow Funds.  Purchaser has requested and Seller has agreed
to  commence work, prior to Closing, in connection with the replacement of
the boiler  located on the Property (the “Replacement
Work”).  Immediately upon execution of this Amendment, Purchaser shall deposit with Escrow Agent the sum
of $24,000.00 (the “Escrow Funds”) representing the estimated cost for
the Replacement Work as set forth on the proposal attached hereto as
Exhibit A and incorporated herein (the
“Proposal”).  The Escrow Funds shall be held separately from
and not considered part of Purchaser’s Initial Deposit.  The Escrow Funds
shall be non-refundable to Purchaser except in the case of Seller’s failure to
deliver Seller Closing Deliveries pursuant to Section 5.2 and the same
constitutes a Seller Default under Section 10.2, in such event, the
Escrow Funds shall be returned to Purchaser in accordance with the terms of
Section 10.2.  Upon confirmation from the Escrow Agent of deposit of
the Escrow Funds, Seller shall request commencement of the work set forth in the
Proposal.  Upon completion of the Replacement Work, Seller shall direct
Escrow Agent to pay the costs of the Replacement Work from the Escrow
Funds.  Upon payment in full of the Replacement Work, Seller shall direct
Escrow Agent to return any remaining Escrow Funds to Purchaser.  To the
extent the cost of the Replacement Work exceeds the Escrow Funds available,
Seller shall promptly notify Purchaser and Purchaser shall immediately remit to
Seller the additional funds necessary to pay in full all costs of the
Replacement Work.  

4.                 
Effectiveness of Contract.  As modified hereby, the
Contract is hereby ratified, confirmed and approved by the Purchaser and Seller
in all respects, and shall remain in full force and effect in accordance with
the terms and conditions thereof as hereby modified.

5.                 
Counterparts.  This Amendment may be executed in
multiple counterparts, and all such counterparts together shall be construed as
one document.

6.                 
Telecopied Electronically Mailed Signatures.  A
counterpart of this Amendment signed by one party to this Amendment and
telecopied or electronically mailed to another party to this Amendment or its
counsel (i) shall have the same effect as an original signed counterpart of this
Amendment, and (ii) shall be conclusive proof, admissible in judicial
proceedings, of such party’s execution of this Amendment.

[SIGNATURES
COMMENCE ON THE FOLLOWING PAGE]


NOW, THEREFORE, the parties hereto have executed this
Amendment as of the date first set forth above.

 

Seller:

LAKEWOOD
AOPL, A TEXAS LIMITED PARTNERSHIP,

a
Texas limited partnership

By:      
LAKEWOOD AOPL, INC.,

a
Texas corporation,

its
general partner

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

 


 

 

Purchaser:

SOLID
GOODS CORPORATION, 

a
California corporation

By: 
/s/Virgil Benton

Name: 
Virgil Benton

Title: 
President

 

 


EXHIBIT A

Proposal for Replacement Work

See attached.