First Amendment to Purchase and Sale Agreement



 Exhibit 10.3 
 FIRST AMENDMENT 
 TO PURCHASE AND SALE AGREEMENT 
 THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First
Amendment”), is made and entered into as of the 24th day of April, 2009, between FUND II AND FUND III ASSOCIATES, a Georgia general partnership
(“Seller”), and BLW INTERESTS, L.P., a Texas limited partnership (“Purchaser”). 
 W I T N E S S E T H: 

WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement dated as of March 27, 2009 (the
“Agreement”), relating to the sale and purchase of certain improved real property commonly known as 2100 Space Park Drive, located in Nassau Bay, Harris County, Texas, being more particularly described in the Agreement; and 
 WHEREAS, Seller and Purchaser desire to modify and amend the Agreement as herein provided; 
 NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements hereinafter set forth, and for other good
and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows: 
 1.      Defined Terms. Capitalized terms used in this First Amendment but not defined herein shall
have the same meaning given to such terms in the Agreement. 
 2.      Earnest Money.
The Agreement is hereby modified by deleting from the first line of subparagraph 2.3(b) thereof the phrase which reads “On or before the expiration of the Inspection Period, if Purchaser does not terminate this Agreement in accordance
herewith”, and inserting the following phrase in place of such deleted phrase: “At or before 5:00 P.M. local Houston, Texas (6:00 P.M. Atlanta, Georgia) time on April 27, 2009”. 
 3.      Inspection Period. Notwithstanding anything to the contrary set forth in the Agreement, or
in any previous written notice from Purchaser to Seller regarding the extension of the Initial Inspection Period, Seller and Purchaser agree that the Inspection Period shall expire at 5:00 P.M. local Houston, Texas (6:00 P.M. Atlanta, Georgia) time
on April 24, 2009. 
 4.      Additional Purchaser Credit. In addition to
any other credits that Purchaser may be entitled to receive at Closing under the terms of the Agreement, Purchaser shall receive at Closing a credit against the Purchase Price in the amount of Three Thousand Four Hundred and No/100 Dollars
($3,400.00) (the “Work Credit”). Seller agrees to provide the Work Credit to Purchaser, and Purchaser agrees to accept the Work Credit, at Closing in full and complete satisfaction of the costs of certain work that Purchaser may elect to
perform at the Property after Closing (the “Work”), as contemplated by the proposal attached hereto as Exhibit A and 








 
incorporated herein by this reference. Purchaser hereby waives and releases Seller and its partners and their respective officers, directors, shareholders,
partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with such Work, and out of or in connection with any condition existing at the
Property giving rise to the Work proposal attached hereto as Exhibit A, except solely with respect to Seller’s obligation to provide the Work Credit to Purchaser at Closing. This Section 3 shall survive the Closing. 
 5.      Binding Effect. This First Amendment shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This First Amendment shall be construed, interpreted and enforced under the laws of the State of Texas. Except as expressly modified herein, the Agreement shall remain in full
force and effect, and, as modified herein, is expressly ratified and confirmed by the parties hereto. 
 6.      Counterparts. This First Amendment may be executed in one or more counterparts, each of which when taken together shall constitute one and the same original. To facilitate the execution and
delivery of this First Amendment, the parties may execute and exchange counterparts of the signature pages by facsimile or e-mail, any such signature pages so exchanged shall be deemed originals for all purposes under this First Amendment, and the
signature page of either party to any counterpart may be appended to any other counterpart. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  

 2 








 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date and year first above written. 
  

							
	 SELLER:
  
 FUND II AND FUND III ASSOCIATES, a Georgia
general partnership, by its general partners

		
	 By:    
	 	 Fund II and Fund II-OW Joint Venture, a Georgia
general partnership, by its general partners

			
		 	 By:    
	 	 Wells Real Estate Fund II, a Georgia limited
partnership, by its general partners

				
		 		 	 By:    
	 	 Wells Capital, Inc., a Georgia
corporation, a general partner

				
		 		 		 	 By: /s/ Randall D. Fretz
 Name: Randall D. Fretz
 Title: Sr. Vice President

				
		 		 	By:    	 	 /s/ Randall D. Fretz
 Leo F. Wells, III, a general partner
 by and through Randall D. Fretz
 as attorney in fact

			
		 	 By:    
	 	 Wells Real Estate Fund II-OW,
 a Georgia limited partnership,
 by its general partners

				
		 		 	By:    	 	 Wells Capital, Inc., a Georgia
 corporation, a general partner

				
		 		 		 	 By: /s/ Randall D. Fretz
 Name: Randall D. Fretz
 Title: Sr. Vice President

				
		 		 	By:    	 	 /s/ Randall D. Fretz
 Leo F. Wells, III, a general partner
 by and through Randall D. Fretz
 as attorney in fact



 (Signatures continued on following page) 
  

 3 








 (Signatures continued from previous page) 

							
		
	 By:    
	 	 Wells Real Estate Fund III, L.P.,
 a Georgia limited partnership,
 by its general partners

			
		 	 By:    
	 	 Wells Capital, Inc., a Georgia
 corporation, a general partner

			
		 	 By:    
	 	 /s/ Randall D. Fretz
 Name: Randall D. Fretz
 Title: Sr. Vice President

			
		 	By:    	 	 /s/ Randall D. Fretz
 Leo F. Wells, III, a general partner
 by and through Randall D. Fretz
 as attorney in fact

	
	 PURCHASER:
  
 BLW INTERESTS, L.P.,
 a Texas limited
partnership

		
	By:    	 	 BLW GP, LLC, a Texas limited liability company,
 its general partner

		
		 	 By: /s/ Jane L. Williams
 Name: Jane L. Williams
 Title: General Manager



  

 4