**EXHIBIT 10.92**

**FIRSTAMENDMENT TO AGREEMENT OF SALE AND PURCHASE**

THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE(“**Amendment**”) made this 6th day ofSeptember, 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 **“Original Agreement”**), with respectto the sale and purchase of real property situated in Colorado as more fullyset forth in the Original Agreement.

WHEREAS, the Seller and Purchaser have agreed to amendthe Original 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 Agreement.

2.         Atclosing, Seller shall provide to Purchaser a seller support credit against thePurchase Price in the amount of One Million Dollars ($1,000,000.00).

3.         At400 South Colorado, a portion of Seller’s right, title and interest in and tothe real property is held pursuant to a ground lease (the **“Ground Leased Premises”**).  The term of the ground lease is scheduled toexpire on March 31, 2018.  At the sameproperty, a portion of the demised premises leased by Wells Fargo Bank, N.A. (**“Wells Fargo”**) is situated on theGround Leased Premises.  The lease withWells Fargo (the **“Wells Fargo Lease”**)expires on July 31, 2010, subject to two five-year extension options.  At Closing, Seller shall place the sum of$250,000.00 in escrow with Escrow Agent, to be held in an interest-bearingaccount until the earlier to occur of (i) Seller arranging, at no cost toPurchaser, for an amendment to the Wells Fargo Lease so as to make allextension option term or terms covering any portion of the Wells Fargo demisedpremises that is situated on the Ground Leased Premises co-terminus with (andnot extending beyond) the term of the ground lease; or (ii) ninety (90) daysafter Closing.  In the event that theevent described in clause (i) above occurs on or before ninety days afterClosing, then the entire escrowed sum and the interest thereon shall bepromptly paid to Seller.  If the eventdescribed in clause (i) above does not occur on or before ninety days after Closing,then the entire escrowed sum and the interest thereon shall be promptly paid toPurchaser.  To avoid any doubt, by way ofexample, but not limitation, Seller may satisfy clause (i) above by, at no costto Purchaser, (a) either (I) extending the first Wells Fargo extensionoption to March 31, 2018, and eliminating the second Wells Fargo ExtensionOption, or (II) shortening the second Wells Fargo

----

extension optionto March 31, 2018, or (b) eliminating the portion of Wells Fargo’s demisedpremises that is situated on the Ground Leased Premises from the Wells FargoLease in compliance with all legal requirements.  At Closing, the parties shall enter into anescrow agreement embodying the foregoing terms and conditions in form andsubstance reasonably satisfactory to both parties and their respective counsel.

4.  Seller hereby certifies to Purchaser that therepresentations, warranties and certifications set forth in Section 8.1 of theOriginal Agreement are true in all material respects, except as follows:

(i)                                     **Exhibit I** is hereby revised to deletethe eviction proceeding against Noble Mortgage Inc. at 400 South Colorado;

(ii)                                  TheArrearage Schedule set forth at **Exhibit O**ofthe Original Agreement is hereby replaced by the updated Arrearage Scheduleannexed hereto and made a part hereof; and

(iii)                               At Mt. Pyramid, a thirdparty has a right of first refusal to acquire the property.  Seller shall promptly provide such party withthe required notice at a purchase price of $15,350,000, and in the event suchparty exercises its right of first refusal, the Mt. Pyramid property shall beeliminated from this transaction, and the Purchase Price will be reduced by$15,350,000 (notwithstanding the allocated purchase price for such property setforth on **Exhibit K** of the OriginalAgreement), with the understanding that, for purposes of Article XI of theOriginal Agreement, the allocated purchase price of $28,944,798 set forth on **Exhibit K** for four propertieslocated in Arapahoe County shall be revised to be $28,517,239.

# **THEPARTIES AGREE THAT THIS PARAGRAPH SHALL BE DEEMED TO SATISFY THE SELLER’SOBLIGATION SET FORTH IN THE LAST SENTENCE OF SECTION 8.3 OF THE ORIGINALAGREEMENT.**

5.         Purchaserhereby acknowledges that it has completed its due diligence investigations toits satisfaction and waives its right to terminate the Original Agreementpursuant to Section 5.3(c) thereof.

6.         In Section 6.3(a) of the Original Agreement, the ten-dayperiod within which Purchaser shall elect to either terminate the Agreement(and receive a refund of the Earnest Money Deposit together with the interestaccrued thereon), or waive such Title Defect and proceed to Closing, is herebyreduced to five (5) days.

## 7.         Wheneverrequired by the context of this Amendment, the singular will include the pluraland the masculine will include the feminine and vice versa.  This Amendment will not be construed as if ithad been prepared by one of the parties, but rather as if both parties hadprepared the same.  All exhibits andschedules referred to in this Amendment are attached and incorporated by thisreference, and any capitalized term used in any exhibit or schedule which isnot defined in such exhibit or schedule will have the meaning attributable tosuch term in the body of this Amendment.

----

## 8.         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.

## 9.         Exceptas amended hereby, the Original 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 CEO |   |
|            |                              |  |  |  |  |  |  |  |

 

----