**EXHIBIT 10.93**

**SECONDAMENDMENT TO AGREEMENT OF SALE AND PURCHASE**

THIS SECOND AMENDMENT TO AGREEMENT OF SALE ANDPURCHASE (“**Amendment**”) made this 15th dayof September, 2006 by and between MACK-CALI REALTY, L.P., a limited partnershiporganized under the laws of the State of Delaware having an address c/oMack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 (“**Seller**”) and WESTCORE PROPERTIESAC, LLC, a limited liability company organized under the laws of the State ofDelaware having an address at 4445 Eastgate Mall, Suite 210, San Diego,California 92121(“**Purchaser**”).

WITNESSETH:

WHEREAS, Seller and Purchaser have entered into acertain Agreement of Sale and Purchase, dated August 3, 2006 (the “**OriginalAgreement**”), and that certain First Amendment toAgreement of Sale and Purchase entered into as of September 6, 2006 (the “**First Amendment**”, and together withthe Original Agreement, the “**Purchase Agreement**”)with respect to the sale and purchase of real property situated in Colorado as morefully set forth in the Original Agreement.

WHEREAS, the Seller and Purchaser have agreed to amendthe Purchase Agreement as more fully set forth hereinbelow;

NOW, THEREFORE, in consideration of the mutualpromises, covenants, and agreements set forth herein, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, Seller and Purchaser agree as follows:

1.             Capitalizedterms used but not defined herein shall have the meanings ascribed to them inthe Original Agreement.

2.             The obligation of Purchaser to consummate thetransaction hereunder shall be subject to the fulfillment on or before theClosing Date of all of the following conditions, any or all of which may bewaived by Purchaser in its sole discretion:

## a.             TitleCompany shall be irrevocablyand unconditionally committed to issue the Title Policy (or title policies) inthe form of proforma policies issued by Title Company from September 14, 2006,to September 18, 2006.

b.             With respect to the ground lease for the Propertylocated at 400 South Colorado, Purchaser shall have received an estoppelcertificate as contemplated in the 1983 Addendum to such ground lease signed bythe ground lessor thereunder, dated not more than forty-five (45) days prior toClosing (unless the Scheduled Closing Date has been extended by Purchaserpursuant to the Original Agreement) and indicating, to the knowledge of theground lessor, that there are no uncured defaults under such groundlease by the ground lessee thereunder (the “**GroundLease Estoppel**”).  In theevent that on or before Closing Purchaser shall have not received the GroundLease Estoppel, Purchaser shall have the option to terminate the PurchaseAgreement with respect to 400 South Colorado upon notice to Seller.  In the event that Purchaser terminates thePurchase Agreement with respect to 400 South Colorado, the Purchase Price will

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be reduced by $12,306,973 (i.e., the product of (i)$98.13 per square foot, and (ii) 125,415 square foot of space), notwithstandingthe allocated purchase price for such property set forth on **Exhibit K** of the Original Agreement.

3.             Subjectto the limitations of Section 8.3 of the Original Agreement, Seller representsand warrants to Purchaser the following:

a.             With respect to the property located at 303 SouthTechnology Court B (also called Interlocken 1-B), Broomfield, BroomfieldCounty, Colorado, to Seller’s Knowledge, Interlocken, Ltd., a Colorado limitedpartnership (“**Interlocken**”), did notexercise its repurchase option under that certain Special Warranty Deed datedJune 20, 1996, executed by Interlocken in favor of Pacifica DevelopmentProperties II Limited Liability Company, a Colorado limited liability company,as of June 20, 1996, and recorded on June 25, 1996, in the Official Records ofBoulder County, Colorado, as Reception No. 01620061.

b.             With respect to the property known as Hill Top Land Site(2) located in Littleton, Colorado, under that certain Second Amended andRestated Declaration of Covenants, Conditions and Restriction of South Parkdated as of June 26, 1995, recorded on July 13, 1992, in Book 6538, Page 604,of the Official Records of Arapahoe County, Colorado, to Seller’s Knowledge,the “Declarant” thereunder has not exercised the repurchase right described inArticle 5 thereof.

4.             With respect to those titleexceptions for which Purchaser requested a “Title Estoppel” in that certainletter dated as of September 6, 2006 from Barbara J. Jurgens at Pircher,Nichols & Meeks to Mack-Cali Realty Corporation (the “**EstoppelExceptions**”), Seller shall use commercially reasonable effortsto assist Purchaser in obtaining an estoppel certificate and/or certificates ofcompliance containing no statement of any unpaid assessment or materialdefault; provided, however, that the failure to obtain any Title Estoppel shallnot constitute the failure to satisfy a condition precedent to Closing. In theevent that Seller and Purchaser are unable to obtain any Title Estoppel, Sellershall provide a representation and warranty to Purchaser at Closing, that (i) thereare no unpaid assessments or other payments due and owing pursuant to therelevant recorded document, (ii) Seller has received no written notice of anymaterial default or breach under the applicable Estoppel Exception, and (iii)to Seller’s knowledge, there is no material default or breach under theapplicable Estoppel Exception. The foregoing representation and warranty shallbe subject to the limitations ofSection 8.3 of the Original Agreement

5.             Subject to Section 2 above, Purchaser herebyacknowledges that it has completed its title and survey review and waived itsright to terminate the Purchase Agreement pursuant to Section 6.3 of theOriginal Agreement

## 6.             Whenever required by the context ofthis Amendment, the singular will include the plural and the masculine willinclude the feminine and vice versa. This Amendment will not be construed as if it had been prepared by oneof the parties, but rather as if both parties had prepared the same.  All exhibits and schedules referred to inthis Amendment are attached and incorporated by this reference, and anycapitalized term used in any exhibit or schedule which is not defined in suchexhibit or schedule will have the meaning attributable to such term in the bodyof this Amendment.

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## 7.         ThisAmendment may be executed in multiple counterparts, each of which, whenassembled to include a signature for each party contemplated to sign thisAmendment, will constitute a complete and fully executed Amendment.  All such fully executed counterparts willcollectively constitute a single agreement. If a party to this Amendment delivers via telecopier or pdf e-mail acopy of this Amendment executed by such party, it shall have the same legaleffect as the delivery of an original executed counterpart of the Amendment.

## 8.         Exceptas amended hereby, the Purchase Agreement continues unmodified and in fullforce and effect.

**IN WITNESS WHEREOF**, Seller andPurchaser have respectively executed this Amendment as of the Effective Date.

 
| ** ** | **PURCHASER:**               |
|------------|------------------------------|
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | WESTCORE  PROPERTIES AC, LLC |
|       |                         |
|       | By:                          |   |   /s/ Donald Ankeny |   |
|       | Name:                        |   Donald Ankeny |   |
|       | Title:                       |   |   President |   |
|       |                         |   |
|       |                         |   |
| ** ** | **SELLER:**                  |
| ** ** | ** **                   |
|       | MACK-CALI  REALTY, L.P.      |
|       |                         |
|       | By:                     | Mack-Cali Realty  Corporation, |
|       |                         | its general  partner |
|       |                         |
|       | By:                          |   |   /s/ Mitchell E. Hersh |   |
|       | Name:                        |   Mitchell E. Hersh |   |
|       | Title:                       |   |   President and Chief Executive Officer |   |
|            |                              |  |  |  |  |  |  |  |

 

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