Exhibit 10.65

# AMENDMENT TOAGREEMENT OF SALE AND
PURCHASE

THIS
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this
Amendment) is entered into as of the 12th day
of October, 2004, by and between MACK-CALI TEXAS PROPERTY L.P., a Texas limited
partnership (Seller), and CENTENNIAL ACQUISITION COMPANY,
a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively,
Purchaser).

A.
                     Seller and
Purchaser entered into that certain Agreement of Sale and Purchase           dated as of
August 10, 2004 (the Purchase           Agreement). All
capitalized terms used but not defined           herein shall have the meaning given such
terms in the Purchase Agreement.

B.              Seller
and Purchaser now desire to amend the Purchase Agreement as set forth           below.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Seller and Purchaser agree as follows:

1.    Evaluation
Period.   The expiration of the Evaluation Period           is hereby
extended to 5:00 p.m. Eastern Time on October 18, 2004.

2.    Purchase
Price.   The Purchase Price is hereby reduced to           Forty-One Million
Four Hundred Fifty Thousand and No/100 Dollars           ($41,450,000.00).

3.    Reaffirmation.  
Except as modified by this Amendment, the           Purchase Agreement is hereby ratified
and confirmed and in full force and           effect. In the event of a conflict between
the terms of this Amendment and the           Purchase Agreement, the terms of this
Amendment shall control.

4.    Counterparts.  
This Amendment may be executed in any number           of counterparts, all of which
taken together will constitute one and the same           Amendment, and the signature
page of any counterpart may be removed therefrom           and attached to any other
counterpart. This Amendment shall be legally binding           upon receipt by each party
of the facsimile or the original signature of Seller           and of Purchaser.

[SIGNATURES
FOLLOW ON NEXT SUCCEEDING PAGE]

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IN
WITNESS WHEREOF the parties have executed this Amendment as of the day and year first
above written.

| |  | PURCHASER:CENTENNIAL ACQUISITION COMPANYBy:  /s/ Steven H. Levin
Name:  Steven H. LevinTitle:  President
| |  | ----------------------------------------------------------------------------------------------------------------------

| |  | WARAMAUG ACQUISITION CORP.By:  /s/  Cindy Nelson
Name:  Cindy NelsonTitle:  Vice President
| |  | --------------------------------------------------------------------------------------------------------

| |  | SELLER:MACK-CALI TEXAS PROPERTY L.P.By:  Mack-Cali Sub XVII, Inc., its general partner
      By:  /s/  Barry Lefkowitz            Name:  Barry Lefkowitz
      Title:  Executive Vice President                   and Chief Financial Officer
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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