EXHIBIT 10.1
 PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
 BY AND BETWEEN
 SPT  SWRC, LLC,
a Delaware limited liability company
as
Buyer
 and
 PULTE HOME CORPORATION,
a Michigan corporation
as
Seller




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TABLE OF CONTENTS
 PageARTICLE I. PURCHASE AND SALE
    
    1Section 1.1
    
    Agreement of Purchase and Sale
    
    1Section 1.2
    
    Property Defined
    
    1Section 1.3
    
    Purchase Price
    
    1Section 1.4
    
    Payment of Purchase Price
    
    1Section 1.5
    
    Deposit
    
    2Section 1.6
    
    Deposit as Liquidated Damages
    
    2Section 1.7
    
    Escrow Holder
    
    3ARTICLE II. TITLE AND SURVEY
    
    3Section 2.1
    
    Review of Title Documents
    
    3Section 2.2
    
    Pre-Closing Gap Title Defects
    
    3Section 2.3
    
    Permitted Exceptions
    
    4Section 2.4
    
    Conveyance of Title
    
    4Section 2.5
    
    Rights Upon Termination
    
    5ARTICLE III. REVIEW OF PROPERTY
    
    5Section 3.1
    
    Right of Inspection
    
    5Section 3.2
    
    Indemnification
    
    6Section 3.3
    
    Right of Termination
    
    6ARTICLE IV. CLOSING
    
    6Section 4.1
    
    Time and Place
    
    6Section 4.2
    
    Sellers Obligations At or Prior to Closing
    
    7Section 4.3
    
    Buyers Obligations at or Prior to Closing
    
    7Section 4.4
    
    Credits and Prorations
    
    8Section 4.5
    
    Transaction Taxes and Closing Costs
    
    8Section 4.6
    
    Conditions Precedent to Obligation of Buyer
    
    9Section 4.7
    
    Conditions Precedent to Obligation of Seller
    
    10Section 4.8
    
    Amended and Restated Reconveyance Parcels Improvement Agreement
    
    10ARTICLE V. REPRESENTATIONS AND WARRANTIES
    
    11Section 5.1
    
    Representations and Warranties of Seller
    
    11Section 5.2
    
    Survival of Sellers Representations and Warranties
    
    12Section 5.3
    
    Representations, Warranties and Covenants of Buyer
    
    12Section 5.4
    
    Survival of Buyers Representations and Warranties
    
    13ARTICLE VI. COVENANTS OF SELLER
    
    13Section 6.1
    
    Operation of Property
    
    13ARTICLE VII. DEFAULT
    
    14Section 7.1
    
    Default by Buyer
    
    14
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PageSection 7.2
    
    Default by Seller
    
    14ARTICLE VIII. CONDEMNATION
    
    14Section 8.1
    
    Risk of Loss
    
    14Section 8.2
    
    Major Damage
    
    15Section 8.3
    
    Definition of Major Loss or Damage
    
    15ARTICLE IX. BROKERAGE COMMISSIONS
    
    15ARTICLE X. DISCLAIMERS AND WAIVERS
    
    16Section 10.1
    
    Indemnification
    
    16Section 10.2
    
    No Reliance on Documents
    
    16Section 10.3
    
    AS IS SALE; DISCLAIMERS
    
    16Section 10.4
    
    Survival of Disclaimers
    
    17ARTICLE XI. SUBDIVISION SECURITY
    
    18Section 11.1
    
    Exoneration of Bonds
    
    18Section 11.2
    
    Obligation to Record Map
    
    18ARTICLE XII. SELLERS CONTINGENCY
    
    18Section 12.1
    
    Approval of Asset Management Committee
    
    18ARTICLE XIII. DEPOSITS and refunds
    
    19Section 13.1
    
    Refund of Deposits
    
    19ARTICLE XIV. RIGHT OF FIRST REFUSAL
    
    19Section 14.1
    
    Right of First Refusal
    
    19ARTICLE XV. MISCELLANEOUS
    
    20Section 15.1
    
    Confidentiality
    
    20Section 15.2
    
    Public Disclosure
    
    20Section 15.3
    
    Assignment
    
    20Section 15.4
    
    Notices
    
    21Section 15.5
    
    Modifications
    
    22Section 15.6
    
    Entire Agreement
    
    22Section 15.7
    
    Further Assurances
    
    22Section 15.8
    
    Counterparts
    
    22Section 15.9
    
    Facsimile Signatures
    
    22Section 15.10
    
    Severability
    
    22Section 15.11
    
    Applicable Law
    
    22Section 15.12
    
    No Third Party Beneficiary
    
    23Section 15.13
    
    Captions
    
    23Section 15.14
    
    Construction
    
    23Section 15.15
    
    Recordation
    
    23Section 15.16
    
    Exhibits
    
    23Section 15.17
    
    Date of Performance
    
    23Section 15.18
    
    Attorneys Fees
    
    23Section 15.19
    
    ARBITRATION OF DISPUTES
    
    23
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PageSection 15.20
    
    Tax Free Exchanges
    
    24
 EXHIBITSA
    
    -
    
    DESCRIPTION OF LANDB
    
    -
    
    ASSIGNED AGREEMENTSC
    
    -
    
    ESCROW HOLDERS GENERAL PROVISIONSD
    
    -
    
    FORM OF DEEDE
    
    -
    
    FORM OF ASSIGNMENT OF CONTRACTSF
    
    -
    
    FORM OF BILL OF SALEG
    
    -
    
    FORM OF FIRPTA AND CALFIRPTA CERTIFICATESH
    
    -
    
    FORM OF ROFR AGREEMENTI
    
    -
    
    LIST OF BONDS AND SIASJ
    
    -
    
    IRREVOCABLE STANDBY LETTER OF CREDITK
    
    -
    
    FORM OF DEED OF TRUSTL
    
    -
    
    FORM OF BOND
 iii




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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
 Agreement Effective Date Buyer Seller
 ARTICLE I.
 PURCHASE AND SALE
 Agreement of Purchase and Sale
 Exhibit A Land
 Improvements
 Assigned Agreements Exhibit B Intangibles
 Property Defined Real Property Property
 Purchase Price Purchase
Price
 Payment of Purchase Price




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Deposit Escrow Holder Deposit
 Deposit as Liquidated Damages
 2




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SELLER:
    
    
    
    
    
    BUYER:
    
    By William A. Shopoff, President and CEO of Shopoff
Properties Trust,
Inc., a Maryland
corporation, as
Managing Member of
Shopoff General
Partner, LLC, a
Delaware LLC, as
General Partner of
Shopoff Partners,
LP, a Delaware LP
as Managing Member
of SPT-SWRC, LLCPULTE HOME CORPORATION,
a Michigan corporation
    
    
    
    SPT-SWRC, LLC,
a Delaware limited liability companyBy:
    
    /s/ Scott Pasternak
    
    
    
    By:
    
    /s/ William A. ShopoffName:
    
    Scott Pasternak
    
    
    
    Name:
    
    William A. ShopoffTitle:
    
    Attorney-in-Fact
    
    
    
    Title:
    
    President & CEO
 Escrow Holder Exhibit C
 ARTICLE II.
 TITLE AND SURVEY
 Review of Title Documents Title Company Preliminary Report
 Pre-Closing Gap Title Defects Gap Notice Non-Removal Notice
 3




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Permitted Exceptions Permitted Exceptions
        Conveyance of Title Title Policy
 4




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Lenders
Policy
 Rights Upon Termination
 ARTICLE III.
 REVIEW OF PROPERTY
 Right of Inspection Contingency
Period Property Documents
  5




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Indemnification
 Right of Termination
 ARTICLE IV.
 CLOSING
 Time and Place Closing Notices Closing Date
 6




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Sellers Obligations At or Prior to Closing
 Deed Exhibit D;
 Assignment of
Contracts Exhibit E;
 Bill of Sale Exhibit
F;
  Exhibits G-l G-2
   Exhibit H;
  Buyers Obligations at or Prior to Closing
      7




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Credits and Prorations
        Transaction Taxes and Closing Costs
  8




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Conditions Precedent to Obligation of Buyer
   9




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Conditions Precedent to Obligation of Seller
     Amended and Restated Reconveyance Parcels Improvement Agreement Reconveyance Agreement
 10




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ARTICLE V.
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of Seller
 Organization and Authority
 Condemnation
 Authorization
 Requisite Action
 Authority
 Environmental Conditions Hazardous Substances
 No Conflict
 11




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Pending Transactions, Suits or Proceedings
 Knowledge Mr. Kaushagen Mr. Bokhari
 Survival of Sellers Representations and Warranties
 Representations, Warranties and Covenants of Buyer
 Organization and Authority
 Authorization
 Requisite Action
 12




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Authority
 No Conflict
 Pending Transactions, Suits or Proceedings
 Survival of Buyers Representations and Warranties
 ARTICLE VI.
 COVENANTS OF SELLER
  Operation of Property
  13




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ARTICLE VII.
 DEFAULT
 Default by Buyer
 Default by Seller AND (B)
 Buyers Initials
    
    /s/ WAS
    
    Sellers Initials
    
    /s/ SP
 ARTICLE VIII.
 CONDEMNATION
 Risk of Loss
 14




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Major Damage
 Definition of Major Loss or Damage Major
 ARTICLE IX.
 BROKERAGE COMMISSIONS
 Broker
 15




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ARTICLE X.
 DISCLAIMERS AND WAIVERS
 Indemnification Seller Parties Claims Damages
 No Reliance on Documents
 AS IS SALE; DISCLAIMERS
 AS IS, WHERE IS, WITH ALL FAULTS
 16




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Buyer Initials:
    
    /s/ WAS
 Survival of Disclaimers
 17




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ARTICLE XI.
 SUBDIVISION SECURITY
 Exoneration of Bonds Exhibit I Exhibit I Exhibit J Buyers Deed of Trust
 Obligation to Record Map
 ARTICLE XII.
 SELLERS CONTINGENCY
 Approval of Asset Management Committee
 18




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ARTICLE XIII.
 DEPOSITS AND REFUNDS
 Refund of Deposits
 ARTICLE XIV.
 RIGHT OF FIRST REFUSAL
 Right of First Refusal Exhibit H
 19




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ARTICLE XV.
 MISCELLANEOUS
 Confidentiality
 Public Disclosure
 Assignment
 20




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Notices
 If to Seller:
    
    Pulte Home Corporation2 Technology DriveIrvine, California 92618Attention: Mark KaushagenTelephone No. (949) 623-3726Facsimile No. (949) 623-3701with a copy to:
    
    Latham & Watkins LLP650 Town Center Drive, 20th FloorCosta Mesa, California 92626Attention: Kenneth A. Wolfson, Esq.Telephone No. (714) 755-8238Facsimile No. (714) 755-8290If to Buyer:
    
    SPTSWRC, LLC,c/o Shopoff Advisors, L.P.8951 Research DriveIrvine, California 92618Attention: Tim McSunasTelephone No.: (949) 874-7348Facsimile No.: (949) 417-1399
 21




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With a copy to:
    
    Gromet & Associates114 Pacifca, Suite 250Irvine, California 92618Telephone No.: (949) 261-1110Facsimile No.: (949) 261-1818If to Escrow Holder:
    
    First American Title Insurance Company5 First American WaySanta Ana, California 92707Attention: Jeanne Gould, Escrow OfficerTelephone No.: (714) 250-5381Facsimile No.: (714) 913-6372
 Modifications
 Entire Agreement
 Further Assurances
 Counterparts
 Facsimile Signatures
 Severability
 Applicable Law
 22




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No Third Party Beneficiary
 Captions
 Construction
 Recordation
 Exhibits
 Date of Performance
 Attorneys Fees
 ARBITRATION OF DISPUTES
 23




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Initials
    
    
    
    Initials/s/ WAS
    
    
    
    /s/ SP
 Tax Free Exchanges Code
 Signatures begin on next page.
 24




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BUYER:SPT  SWRC, LLC,a Delaware limited liability company,By:
    
    /s/ William A. ShopoffName:
    
    William A. ShopoffTitle:
    
    President & CEOSELLER:
    
    By William A. Shopoff, President and CEO of Shopoff Properties Trust, Inc., a
Maryland corporation, as Managing Member of Shopoff General Partner, LLC, a
Delaware LLC, as General Partner of Shopoff Partners, LP, a
Delaware LP as Managing Member of SPT -SWRC, LLCPULTE HOME CORPORATION, a MichigancorporationBy:
    
    /s/ Scott PasternakName:
    
    Scott PasternakTitle:
    
    Attorney-in-Fact
 S-1




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ACKNOWLEDGMENT
  ESCROW HOLDER:FIRST AMERICAN TITLE INSURANCECOMPANY, a California corporationBy:
    
    /s/ Jeanne GouldName:
    
    Jeanne GouldTitle:
    
    Sr. Escrow Officer
 S-2




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EXHIBIT A
 DESCRIPTION OF LAND




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EXHIBIT B
 LIST OF ASSIGNED AGREEMENTS




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EXHIBIT C
 ESCROW HOLDERS GENERAL PROVISIONS
 1.
    
    All funds received in this escrow shall be deposited in a separate escrow fund account or
accounts of First American Title Insurance Company (for the benefit of the parties
hereto) with a State or National Bank qualified to do business in the State of California,
such that each account shall be fully insured at all times by the Federal Deposit Insurance
Corporation, to the maximum extent permitted by law. All disbursements shall be made
by wire transfer of funds to the account of the applicable party to whom such
disbursements are owed as directed by such party.2.
    
    You are authorized to prepare, obtain, record and deliver the necessary instruments to
carry out the terms and conditions of this escrow and to order to be issued at Closing the
policy of title insurance as called for in these instructions. Closing shall mean the date
instruments are recorded.3.
    
    All adjustments and prorations shall be made on the basis of a 30-day month.4.
    
    Subject to the provisions of Section 12 below, you are not to be held accountable or liable
for the sufficiency or correctness as to form, manner of execution, or validity of any
instrument deposited in this escrow, nor as to the identity, authority or rights of any
person executing the same. Your duties hereunder shall be limited to the proper handling
of such money and the proper safekeeping of such instruments, or other documents
received by you as escrow holder, and for the disposition of same in accordance with the
written instructions accepted by you in this escrow. The foregoing shall not be deemed
or construed to relieve you of any liability resulting from your gross negligence or willful
misconduct.5.
    
    You shall have no responsibility of notifying me or any of the parties to this escrow of
any sale, resale, loan, exchange or other transaction involving any property herein
described or of any profit realized by any person, firm or corporation in connection
therewith, regardless of the fact that such transaction(s) may be handled by you in this
escrow or in another escrow.6.
    
    No notice, demand or change of instruction shall be of any effect in this escrow unless
given in writing by all parties affected thereby and except as otherwise specifically
provided in the Agreement to which these General Provisions are attached. In the event a
demand for the funds on deposit in this escrow is made, not concurred in by all parties
hereto, the escrow holder, regardless of who made demand therefor, may elect to do any
of the following:
 i.
    
    Withhold and stop all further proceeding in, and performance of, this
escrow pending a resolution of any conflict by and between the parties hereto; or
 C-1




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ii.
    
    File a suit in interpleader and obtain an order from the court allowing escrow
holder to deposit all funds and documents in court and have no further liability
hereunder, except for its own negligent or willful misconduct or any breach by
escrow holder of any obligations in this Agreement.
 7.
    
    If the conditions of this escrow have not been complied with at the time herein provided,
you are nevertheless to complete the same as soon as the conditions (except as to time)
have been complied with, unless Buyer has made written demand upon you for the return
of money and instruments deposited by Buyer.8.
    
    All parties hereto agree, jointly and severally, to pay on demand, as well as to indemnify
and hold you harmless from and against all costs, damages, judgments, attorneys fees,
expenses, obligations and liabilities of any kind or nature which, in good faith, you may
incur or sustain in connection with this escrow, whether arising before or subsequent to
the close of this escrow, except to the extent caused by the negligence or willful
misconduct of the escrow holder.9.
    
    Unless the Agreement otherwise provides or unless otherwise instructed by either Buyer
or Seller, you are authorized to furnish copies of these instructions, any supplements or
amendments thereto, notices of cancellation and closing statements to the attorneys, real
estate broker(s) and lender(s) named in this escrow.10.
    
    Any funds abandoned or remaining unclaimed, after good faith efforts have been made
by the escrow holder to return same to the party(ies) entitled thereto, shall be assessed a
holding fee of $50.00 annually. Following any statutory period, any amounts thereafter
remaining unclaimed may escheat to the State in which escrow holder is located.11.
    
    All documents, closing statements, and balances due the parties to this escrow are to be
mailed by ordinary mail to said parties at the addresses shown opposite their signatures,
unless otherwise instructed.12.
    
    Notwithstanding the foregoing, if escrow holder is also acting as Title Company under
this Agreement, nothing set forth in these General Escrow Provisions shall limit any
liability set forth in the Title Policy provided in the Agreement.13.
    
    For purposes of complying with Internal Revenue Code § 6045(e), as amended effective
January 1, 1991, escrow holder is hereby designated as the person responsible for
closing the transaction and also as the reporting person, for purposes of filing any
information returns with the Internal Revenue Service concerning this transaction, as
required by law.
 C-2




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EXHIBIT D
 FORM OF DEED
 D-1




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EXHIBIT E
 FORM OF ASSIGNMENT OF CONTRACTS
 ASSIGNMENT AND ASSUMPTION AGREEMENT




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EXHIBIT F
 FORM OF BILL OF SALE




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EXHIBIT
G-1
 FORM OF FIRPTA CERTIFICATE
 CERTIFICATE REGARDING FOREIGN INVESTMENT
IN REAL PROPERTY TAX ACT
 (ENTITY TRANSFEROR)




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EXHIBIT H
 FORM OF ROFR AGREEMENT
 AGREEMENT FOR RIGHT OF FIRST REFUSAL
 
 
 
  AGREEMENT FOR  RIGHT OF FIRST REFUSAL
 Agreement Pulte SPT
 RECITALS:
 Purchase Agreement Property Exhibit A




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ARTICLE 1
DEFINITIONS AND TERM OF AGREEMENT
 Defined Terms
 Transfer
 Proposed Transfer Property
 Termination of Right of First Refusal
    ARTICLE 2
GRANT OF RIGHT OF FIRST REFUSAL
 Grant
 H-2




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Proposed Transfer Notice
 Time for Exercise of Right of First Refusal
 Expiration of Right of First Refusal
 H-3




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Appraisal of Exchange Property
 Transfer to Related Entity
 Exercise of Right of First Refusal
 H-4




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ARTICLE 3
ASSIGNMENT OF WARRANTIES; SUBORDINATION
 Assignment of Warranties and Plans
 Subordination to Deed of Trust
    H-5




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ARTICLE 4
GENERAL PROVISIONS
 Notice and Payments
 Captions
 Governing Law
 Time of the Essence
 Successors and Assigns
 Joint and Several Liability
 Construction of Agreement
 H-6




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Attorneys Fees
 Severability
 Gender and Number
 No Partnership or Joint Venture
 Default and Remedies
 PULTE DEFAULT
 H-7




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H-8




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SPT Default
 Entire Agreement
 Authority
 Counterparts
 Waiver
 H-9




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Dispute Resolution Procedure
 Notice
 Judicial Reference
 Place
 Referee
 Commencement and Timing of Proceeding
 Pre-hearing Conferences
 Discovery
 H-10




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Motions
 Rules of Law
 Statement of Decision
 Post-hearing Motions
 Appeals
 Expenses
 WAIVER OF LEGAL RIGHTS . BY INITIALING IN THE SPACE BELOW, THE PARTIES
ACKNOWLEDGE AND AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED OR DESCRIBED IN THIS
SECTION DECIDED BY JUDICIAL REFERENCE AS PROVIDED UNDER CALIFORNIA LAW AND THAT THEY ARE WAIVING
ANY RIGHTS THEY MAY POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR BY JURY TRIAL. THE PARTIES
FURTHER ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING THEIR JUDICIAL RIGHTS TO DISCOVERY EXCEPT TO
THE EXTENT SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THIS SECTION. IF EITHER PARTY REFUSES TO SUBMIT
TO JUDICIAL REFERENCE AFTER EXECUTION OF THIS AGREEMENT AND INITIALING BELOW, SUCH PARTY MAY BE
COMPELLED TO PROCEED WITH JUDICIAL REFERENCE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE. EACH PARTYS AGREEMENT TO THIS ARTICLE IS VOLUNTARY. THE PARTIES HAVE READ AND
UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED OR
DESCRIBED IN THIS ARTICLE TO JUDICIAL REFERENCE.
 H-11




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INITIALS: SPT:  PULTE:
 H-12




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PULTE:
    
    
    
    SPT:PULTE HOME CORPORATION,   a Michigan
corporation
    
    
    
    SPT  SWRC, LLC a Delaware limited
liability companyBy:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:
 H-13




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EXHIBIT I
 LIST OF SIAs AND BONDS
 I-1




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EXHIBIT J
 FORM OF DEED OF TRUST
  
 
  DEED OF TRUST
 
  GRANTING CLAUSE FIRST
    GRANTING CLAUSE SECOND
  J-1




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J-2




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J-3




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J-4




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J-5




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SPT  SWRC, LLC,
a Delaware limited liability companyBy:Its:
 J-6




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FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
  Amendment ) SPT SWRC LLC ( Buyer ), PULTE HOME CORPORATION ( Seller ), Purchase and Sale Agreement and Escrow Instructions  Agreement )
  Purchase Price Section 1.3
 Assignment of CC&Rs
 Reconveyance Agreement Obligations .
 ( Meadow ), ( Newport Road ),
   Commercial Site Transfer Costs
   Final
Map )
 First Amendment to Purchase and Sale Agreement and Escrow Instructions v5
    
    Page 1 of 3




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 Commercial Site Grant Deed )  Recording Event ).
    Full Force and Effect .
 Counterparts .
 Inconsistencies .
 [Remainder of page intentionally left blank.]
[Signatures appear on following page.]
 First Amendment to Purchase and Sale Agreement and Escrow Instructions v5
    
    Page 2 of 3




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BUYER:
    

SPT
 SWRC, LLC,a Delaware limited liabilitycompanyBy William A. Shopoff, President and CEO ofShopoff Properties Trust, Inc., a Marylandcorporation, as Managing Member of ShopoffGeneral Partner, LLC, a Delaware LLC, as
     General Partner of Shopoff Partners, LP, a
     Delaware LP as Managing Member of SPT 
SWRC, LLC
    
    By:
Name:
Title:
    
    /s/ William A. Shopoff

William A. Shopoff
President & CEO
 SELLER:
    
    PULTE HOME CORPORATION,a MichigancorporationBy:
Name:
    
    /s/ Scott Pasternak

Scott PasternakTitle:
    
    Attorney-in-Fact
 ESCROW HOLDER APPROVES THE AMENDMENTS TO THE ESCROW PROVISIONS AND SPECIFIC INSTRUCTIONS TO ESCROW
HOLDER SET FORTH IN THE FOREGOING AMENDMENT AND AGREES TO ACT IN ACCORDANCE THEREWITH.
  By:
    
    /s/ Jeanne Gould
    
    
    
    Dated: 12/24/2008Name:
    
    Jeanne GouldTitle:
    
    Sr. Escrow Officer
 First Amendment to Purchase and Sale Agreement and Escrow Instructions v5
    
    Page 3 of 3




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SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
 Amendment ) SPT SWRC, LLC, (Buyer), PULTE HOME CORPORATION, (Seller), Purchase and Sale Agreement and Escrow
Instructions Agreement )
  Legal Fees .
 Memorandum .
 Full Force and Effect .
 Counterparts .
 Inconsistencies .
 [Remainder of page intentionally left blank.]
[Signatures appear on following page.]
 Second Amendment to Purchase and Sale Agreement and Escrow Instructions
    
    Page 1 of 2




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BUYER:
    
    SPT  SWRC, LLC,a Delaware limited liabilityBy William A. Shopoff, President and CEO of
Shopoff Properties Trust, Inc., a Maryland
corporation, as Managing Member of Shopoff
General Partner, LLC, a Delaware LLC,
    
    companyas General Partner of Shopoff Partners, LP, a Delaware LP as Managing Member of SPT  SWRC, LLC
    
    By:
    
    /s/ William A. ShopoffName:

    William A. ShopoffTitle:

    President & CEOSELLER:
    
    PULTE HOME CORPORATION,a Michigan
corporationBy:
    
    /s/ Scott PasternakName:

    Scott PasternakTitle:

    Attorney-in-Fact
 ESCROW HOLDER APPROVES THE AMENDMENTS TO THE ESCROW PROVISIONS AND SPECIFIC INSTRUCTIONS TO ESCROW
HOLDER SET FORTH IN THE FOREGOING AMENDMENT AND AGREES TO ACT IN ACCORDANCE THEREWITH.
  By:     /s/
Jeanne Gould
    
    Dated: December 30, 2008Name:   Jeanne GouldTitle:     Sr.
Escrow Officer
 Second Amendment to Purchase and Sale Agreement and Escrow Instructions
    
    Page 2 of 2




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SPTSWRC, LLC  Research Drive  Irvine, California
  Newport Road 103, LLC
Meadow Vista Holding, LLC
 Re:
    
    Letter Agreement ReAmended and Restated Reconveyance Parcels Improvement
Agreementdated as of November 15, 2007 (the Reconveyance Agreement),by and among
PULTE HOME CORPORATION, a Michigan corporation(Pulte),NEWPORT ROAD 103, LLC, a
California Limited Liability Company(NR 103),BARRATT AMERICAN INCORPORATED, a
Delaware corporation(BA),and MEADOW VISTA HOLDINGS, LLC, a California Limited
Liability Company(Meadow Vista)
  Letter ) (Shopoff), Purchase and Sale Agreement  Purchase Agreement )
 Shopoff Undertakings . Closing)
 Exhibits C D  Commercial Grant Deed and the School Site Grant Deed),




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Exhibit A 10, 2008 ( School Site
PTR). Permitted Exceptions for the School Site The parties agree that notwithstanding
the conveyance of the School Site, Exception Nos. 4 and 5 remain Non
Permitted Exceptions for the School Site and shall continue to be Non
Permitted CFDs for which Shopoff remain 100% liable for all taxes and
assessments arising from such Non Permitted CFDs as specified in Section 3.10 of the Reconveyance Agreement. Prior to Closing,
Shopoff agrees to cause the removal of Exception No. 18.
 Exhibit B (Commercial
Site PTR). Permitted Exceptions for the Commercial Site The parties agree that notwithstanding
the conveyance of the Commercial Site, Exception Nos. 3 and 4 remain Non
Permitted Exceptions for the Commercial Site and shall continue to be Non
Permitted CFDs for which Shopoff remain 100% liable for all taxes and
assessments arising from such Non Permitted CFDs as specified in Section 3.10 of the Reconveyance Agreement. Prior to Closing,
Shopoff agrees to cause the removal of Exceptions No. 13 and 14.
  School
Site Payments). School Site Escrow) Escrow Holder)
 Commercial
Site Payment). Commercial Site




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Escrow)  Escrow Holder )
 Legal Fee Payment).
 Exhibit E Memorandum of Agreement ), Shopoff and Pulte agree that either (1) the Memorandum of Agreement shall be the
first document recorded immediately after the grant deed of the Land from Pulte to Shopoff,
or (2) Pulte shall subordinate its Deed of Trust to the Memorandum of Agreement by
executing and delivering a subordination agreement.
 2. NR 103 and Meadow Vista Agreements .




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3. Title Policies . Title Policy ), Title Policy),
 4. Costs and Expenses .
 5. Prorations .
 6. Reconveyance Agreement . Section 2.2.10




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Very truly yours, SPT SWRC, LLC,a Delaware limited liability companyBy:
    
    SHOPOFF PARTNERS, L.P., a Delaware limited
partnership, its Managing MemberBy:
    
    Shopoff General Partner, LLC, a Delaware limited
liability company, its General PartnerBy:
    
    Shopoff Properties Trust, Inc., a
Maryland corporation, its Managing MemberBy:
    
    /s/ William A. Shopoff

William A. Shopoff,its President and CEO
 [Signatures continue on following page]




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ACCEPTANCE
  NR 103:
    
    NEWPORT ROAD 103, LLCa California limited liability companyBy:
    
    /s/ Paul G. MarxPaul G. MarxManaging MemberDecember 30, 2008By:
    
    /s/ David A. JacintoDavid A. JacintoManaging MemberDecember 30, 2008MEADOW VISTA:
    
    MEADOW VISTA HOLDINGS, LLCa California limited liability companyBy:
    
    /s/ Paul G. MarxPaul G. MarxManaging MemberDecember 30, 2008By:
    
    /s/ David A. JacintoDavid A. JacintoManaging MemberDecember 30, 2008
 [Signatures continue on following page]




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ACKNOWLEDGEMENT AND AGREEMENT
  
 /s/ Scott Pasternak  Scott Pasternak  Attorney-in-Fact




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EXHIBIT A




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EXHIBIT B




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EXHIBIT C
 COMMERCIAL GRANT DEED
 RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
 
 MAIL TAX STATEMENTS TO:
 
  GRANT DEED
  
 SPT SWRC, LLC, NEWPORT
ROAD 103, LLC, Exhibit A




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EXHIBIT D
 SCHOOL SITE GRANT DEED
 RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
 
 MAIL TAX STATEMENTS TO:
 
  GRANT DEED
  
 SPT  SWRC LLC, MEADOW
VISTA HOLDINGS, LLC, Exhibit A




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EXHIBIT E
 MEMORANDUM OF AGREEMENT
   
  MEMORANDUM OF AMENDED AND RESTATED
RECONVEYANCE PARCELS IMPROVEMENT AGREEMENT
 ( Memorandum ) SPT SWRC, LLC, ( SPTSWRC ).
 Property )
 ( Reconveyance Agreement ),
  [Signatures appear on the following page]




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SPT  SWRC, LLC,a Delaware limited liability companyBy:
    
    SHOPOFF PARTNERS, L.P., a Delaware limited partnership,
its Managing MemberBy:
    
    Shopoff General Partner, LLC, a Delaware limited
liability company, its General PartnerBy:
    
    Shopoff Properties Trust, Inc., a Maryland
corporation, its Managing MemberBy:William A. Shopoff,its President and CEO