EXHIBIT
      10.3

    THIRD
      AMENDMENT TO

     

    PURCHASE
      AND SALE AGREEMENT

     

    This
      THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third
      Amendment”)
      is
      entered into as of the 6th
      day of
      August, 2008, by and between Brookside Properties, Inc., a Tennessee corporation
      (“Buyer”),
      TRB
      Chattanooga LLC, a Tennessee limited liability company (the “Seller”),
      and
      BRT Realty Trust, a Massachusetts business trust (the “Entity
      Owner”).

     

    R E C I T A L S:

     

    WHEREAS,
      Seller and Buyer entered into a Purchase and Sale Agreement dated as of July
      17,
      2008, as amended by First Amendment to Purchase and Sale Agreement dated as
      of
      August 1, 2008 and Second Amendment to Purchase and Sale Agreement dated as
      of
      August 5, 2008 (as it may be amended from time to time, the “Agreement”)
      with
      regard to certain real property more particularly described in the Agreement;
      and

     

    WHEREAS,
      Seller, Buyer and Entity Owner desire to further amend certain terms and
      provisions of the Agreement pursuant to the terms hereof.

     

    NOW,
      THEREFORE, for and in consideration of the foregoing premises and other valuable
      considerations, the receipt and sufficiency of which are hereby acknowledged,
      Seller, Buyer and Entity Owner hereby further amend the Agreement as
      follows:

     

    1. Defined
      Terms.
      Capitalized terms not otherwise defined herein shall have the meanings set
      forth
      in the Agreement. Entity Owner is hereby added as a party to the Agreement.
      

     

    2. Earnest
      Money.
      On or
      by August 8, 2008, Buyer shall deliver to Escrow Agent the sum of Two Hundred
      Fifty Thousand and No/100 Dollars ($250,000.00) (the “Additional
      Earnest Money”)
      which
      shall be added to and thereafter considered a part of the already existing
      Earnest
      Money
      as
      governed by Section 3 of Agreement.. Upon receipt of the Additional Earnest
      Money, Escrow Agent shall hold the Additional Earnest Money with the Earnest
      Money in an interest bearing account at an FDIC insured bank. The Earnest Money
      and the Additional Earnest Money shall be referred to together as the
“Earnest
      Money.”
On
      the
      Closing Date, the Earnest Money shall be applied as part payment of the Purchase
      Price. 

     

    3. Closing
      Date.
      Section
      4
      of the
      Agreement is hereby deleted in its entirety and the following is hereby inserted
      in its place:

     

    “The
      closing of the purchase and sale of the Property as described in this Agreement
      (the “Closing”)
      shall
      take place in escrow through the offices of the Escrow Agent on September 30,
      2008, subject to being extended as set forth herein (the “Closing
      Date”).
      This
      Agreement and such other agreements or instruments as may be reasonably
      necessary to consummate the transaction contemplated hereby shall be
      collectively referred to as the “Closing
      Documents.”

     

    4. Amendment.
      Section
      6(a)
      and
Section
      6(b)
      of the
      Agreement are hereby deleted in their entirety and the following is hereby
      inserted in their place:

     

    “(a)
       For
      the
      purposes of this Agreement, “good
      and marketable fee simple title”
shall
      mean fee simple ownership that is: (i) free of all claims, liens and
      encumbrances of any kind or nature whatsoever other than the Permitted
      Exceptions (as defined in this Section
      6(a)),
      and
      (ii) insurable by Escrow Agent, at the then current standard rates under the
      standard form of ALTA owner’s policy of title insurance (ALTA Form B or
      equivalent), with the standard printed exceptions therein deleted, without
      exception other than for the Permitted Exceptions and containing such coverages
      and endorsements as shall be reasonably required by Buyer’s counsel (the
“Title
      Policy”).
      For
      the purposes of this Agreement, the term “Permitted
      Exceptions”
shall
      mean: (A) current taxes not yet due and payable, (B) tenants in possession
      under
      unrecorded residential leases affecting the Property, as tenants only without
      any rights to purchase the Property, and (C) such other matters not specifically
      objected to in writing by Buyer on or before August 8, 2008 (the “Title
      and Survey Inspection Period”).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) During
      the Inspection Period, Buyer shall obtain a title insurance commitment from
      Chapman & Rosenthal Title, Inc., as agent for the Escrow Agent, together
      with copies of all of the encumbrances listed therein (the “Commitment”).
      During the Title and Survey Inspection Period, Buyer shall examine the
      Commitment and the Survey (as defined in Section
      7
      hereof),
      and give Seller written notice of objections that render Seller’s title to the
      Property less than good and marketable fee simple title and any objections
      to
      the Survey (each a “Defect”),
      except
      that Buyer shall not object to liens for real estate taxes not yet due and
      payable and shall not be required to object to voluntary
      mortgage liens, security interests, tax liens for delinquent taxes or mechanics
      liens placed or caused by Seller’s actions, including without limitation the
      Redi-Floors Claim
      (as
      defined in Section
      12(e)
      hereof),
      it being understood and agreed by the parties the Seller shall be obligated
      to
      satisfy such liens, or cause such exceptions to be removed from the Title Policy
      by Closing.
      Thereafter, Buyer shall have until the Closing Date in which to reexamine the
      Commitment and Survey and in which to give Seller written notice of any
      additional objections for matters not existing during the Title and Survey
      Inspection Period and disclosed by such reexamination (each a “Defect”).
      Seller shall have until ten (10) days prior to the Closing Date in which to
      satisfy all Defects specified in Buyer’s initial notice of title objections, and
      until the Closing Date in which to satisfy the Defects specified in the
      subsequent notice by Buyer of title objections first disclosed during the
      re-examination provided for in the third sentence of this Section
      6(b).
      Seller
      shall notify Buyer that a Defect has been cured upon the curing of such Defect.
      The parties hereto hereby agree that the letter from Buyer to Seller dated
      August 5, 2008 regarding Title Objections is hereby rescinded and is of no
      further force and effect.”

     

    5. Purchase
      of the Entity.
      The
      following is hereby inserted immediately following Section
      37
      of the
      Agreement.

     

    “38. Purchase
      of the Entity.
      (a) At
      Buyer’s election exercised in writing, at least seven (7) days prior to Closing,
      Buyer may elect to purchase 100% of the membership interest in TRB Chattanooga
      LLC, a Tennessee limited liability company (the “Ownership
      Interest”),
      as
      set forth in this Section
      38.
      In the
      event Buyer elects to purchase the Ownership Interest in Seller, Entity Owner
      shall deliver at Closing a duly executed and acknowledged Assignment of the
      Ownership Interest in the form attached hereto as Exhibit
      N
      conveying Entity Owner’s Ownership Interest in Seller, and if applicable, any
      certificates representing such Ownership Interest properly endorsed for
      transfer. Entity Owner’s delivery of the Assignment of Ownership Interest
      pursuant to this Section
      38
      shall be
      in place of Seller’s delivery of the items in Section
      10(a)(i)
      through
(v)
      and
Section
      10(a)(viii)
      of this
      Agreement and Owner’s delivery of the Assignment of Ownership Interest pursuant
      to this Section
      38
      shall
      relieve Seller of Seller’s obligation to deliver the items in Section
      10(a)(i)
      through
(v)
      and
Section
      10(a)(viii)
      of this
      Agreement to Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) In
      connection with the purchase and sale of the Ownership Interest pursuant to
      this
Section
      38,
      Seller
      and Entity Owner hereby covenant, warrant, and represent the following as of
      the
      August 6, 2008 (the “Effective
      Date”)
      and
      again at Closing:

     

    
      	
            	(1)	
              Entity
                Owner owns 100% of the Ownership Interest in Seller, free and clear
                of all
                security interests, liens, claims, pledges, options, warrants, judgments
                and encumbrances whatsoever.

            


    

     

    
      	
            	(2)	
              There
                are no outstanding agreements or commitments, oral or written, options,
                warrants, or other rights to purchase or acquire the Ownership Interest
                in
                Seller or the Property.

            


    

     

    
      	
            	(3)	
              Entity
                Owner shall cause to be filed a final income tax return for the short
                period ending on the Closing Date. Seller has not filed any tax returns
                on
                either a state or federal level.

            


    

     

    
      	
            	(4)	
              To
                Seller’s knowledge, Seller has maintained continuous insurance coverage
                for casualty and liability with respect to the Property from the
                time of
                its acquisition of the Property through the Closing Date and shall
                deliver
                prior to Closing a current certificate of casualty and liability
                insurance. There are no open or pending claims regarding such insurance.
                Buyer understands that Seller shall be terminating its insurance
                on the
                Property as of the Closing Date and that Buyer must arrange for its
                own
                new insurance. 

            


    

     

    
      	
            	(5)	
              Entity
                Owner shall cause the Closing Adjustments to be made in accordance
                with
                Section
                9
                of
                this Agreement. On or prior to and in any event within ninety (90)
                days
                after Closing, Entity Owner shall cause all invoices, bills and other
                payment obligations incurred by Seller prior to the Closing in the
                ordinary course of business that relate in any way to the ownership
                or
                operation of the Property prior to the Closing to be paid, excluding
                only
                payment obligations for which Buyer receives a credit or apportionment
                at
                Closing.

            


    

     

    
      	
            	(6)	
              The
                Seller has never engaged in any business activity other than the
                ownership
                and operation of the Property and does not own and has never owned
                any
                other assets except the Property. 

            


    

     

    
      	
            	(7)	
              Seller
                shall deliver to Buyer a current financial statement (balance sheet
                or
                income statement) prepared in accordance with generally accepted
                accounting principles by August 13, 2008 and shall update same within
                five
                (5) days before Closing, and shall represent and warrant that such
                statement is accurate and correct in all material respects.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	(8)	
              Seller
                shall deliver to Buyer an accounts payable ledger or equivalent by
                August
                13, 2008 and shall update same within five (5) days before Closing,
                and
                shall represent and warrant that such ledger is accurate and correct
                in
                all material respects.

            


    

     

    
      	
            	(9)	
              Entity
                Owner hereby affirms the representations and warranties contained
                in
                Sections 12 (d) - (g), (i), (l) and (o) of this Agreement.
                

            


    

     

    (c) If
      Buyer
      shall purchase the Ownership Interest at Closing, Entity Owner hereby agrees
      to
      indemnify, defend, save, and hold harmless Buyer, and Buyer’s officers,
      directors, members, partners, employees, agents, successors, and assigns,
      against and in respect to all Damages (as hereinafter defined), provided a
      written claim is made by Buyer to Entity Owner on or prior to a date that is
      six
      (6) months following the Closing Date. “Damages”
as
      used
      herein shall include only loss or damage (but not consequential damages) in
      respect of a breach of a representation and warranty in Section 38(b).


     

    (d) If
      Buyer
      shall purchase the Ownership Interest at Closing, then the full Purchase Price
      shall be paid to Entity Owner and in addition, Buyer shall reimburse Entity
      Owner the sum of $30,000 at Closing towards its closing costs and
      prorations.

     

    (e) The
      provisions of this Section 38
      shall
      survive the Closing and delivery of the Assignment to Buyer for a period of
      six
      (6) months following the Closing.”

     

    6. Inspection
      Period.
      Buyer
      hereby acknowledges that the Inspection Period has expired and therefore the
      optional termination provisions of Section
      5(c)
      of the
      Agreement are hereby waived and of no further force and effect. 

     

    7. Governing
      Law.
      This
      Third Amendment shall be governed by and construed in accordance with the laws
      of the State of Tennessee.

     

    8. Counterparts.
      This
      Third Amendment may be executed by each of the parties hereto in separate
      counterparts with the same effect as if all parties hereto executed the same
      counterpart. Each such counterpart shall be deemed an original and all of such
      counterparts together shall constitute one and the same instrument. A
      counterpart executed by a party hereto and transmitted to the other parties
      hereto via facsimile or electronic mail transmission will have the same effect
      as the delivery of the original counterpart.

     

    9. Full
      Force and Effect.
      Except
      as herein modified and amended, the terms and conditions of the Agreement shall
      remain in full force and effect.

     

    SIGNATURE
      PAGE TO FOLLOW.

     

    THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of
      the
      date first written above.

     

     

    
      	 	
              BUYER:

              


              Brookside
                Properties, Inc., a Tennessee corporation

              


              By:_________________________________________

              


              Print
                Name:_________________________________

              


              Title:________________________________________

              


              


              SELLER:

              


              TRB
                Chattanooga LLC, a Tennessee limited liability company

              


              


              By:_________________________________________

              


              Print
                Name:________________________________

              


              Title:_____________________________________

               

              


              ENTITY
                OWNER:

              


              BRT
                Realty Trust, a Massachusetts business trust 

              


              By:_________________________________________

              


              Print
                Name:________________________________

              


              Title:_____________________________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      N

     

    Form
      of Assignment of Ownership Interest 

     

    Assignment

    


    This
      Assignment
      (this
“Assignment”)
      is
      made and entered into as of the ___ day of _____________, 2008, by and between
      _______________________, a __________________ (“Assignor”)
      and
      _____________________________, a _____________________ (“Assignee”).

    


    Recitals

    


    A. Assignor
      owns the all of the membership interests (the “Interests”)
      in TRB
      Chattanooga LLC, a Tennessee limited liability company (the “Entity”).

    


    B. Pursuant
      to that certain Purchase and Sale Agreement (as amended and assigned, the
“Purchase
      Agreement”),
      dated
      as of July 17, 2008, by and between Brookside Properties, Inc., a Tennessee
      corporation, and TRB Chattanooga LLC, a Tennessee limited liability company,
      Assignor has agreed to assign to Assignee all of its right, title and interest
      in and to the Interests as herein provided.

    


    Agreement

    


    Now,
      Therefore,
      in
      consideration of the foregoing Recitals and the warranties and mutual covenants
      set forth herein, Assignor hereby agrees as follows:

    


    1. Assignment
      of Interests.
      Effective as of the date hereof, and in consideration of the purchase price
      and
      other consideration set forth in the Purchase Agreement, Assignor hereby sells,
      assigns, transfers, conveys and delivers to Assignee, all of Assignor’s right,
      title and interest in and to each of the Interests, including, but not limited
      to, all of Assignor’s right, title and interest in and to the properties (real
      and personal), capital, cash flow distributions, profits and losses of the
      Entity and all other rights to which Assignor may be entitled under Entity’s
      articles of organization, operating agreement or other organizational
      documents.

    


    2 Representations
      and Indemnity of Assignor.
      Assignor hereby affirms the representations and warranties set forth in
Section
      38(b)
      of the
      Purchase Agreement. The indemnity provisions of Section
      38(c)
      of the
      Purchase Agreement are hereby incorporated.

    


    3. Further
      Assurances.
      Upon
      request of Assignee, Assignor shall execute and deliver such further instruments
      and do or cause to be done such further acts as may be necessary to be done
      by
      Assignor to effectuate and confirm the assignment of the Interests.

    


    4. Successors
      and Assigns.
      This
      Assignment shall be binding upon and inure to the benefit of Assignor and
      Assignee, respectively, and each of their respective heirs, legal
      representatives, successors and assigns.

    


    5. Survival
      of Representations.
      The
      representations, warranties, covenants, indemnities and agreements contained
      herein shall survive the consummation of the transactions contemplated hereby
      for a period of six (6) months.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Governing
      Law.
      This
      Assignment shall be construed and enforced in accordance with the laws of the
      State of Tennessee applicable to agreements made and to be performed entirely
      within said state.

    


    7. As
      -
      Is. This
      is
      Assignment is expressly made on an “as-is” basis except as otherwise set forth
      in Section
      37
      of the
      Purchase Agreement. The provisions of Section
      37
      of the
      Purchase Agreement are hereby incorporated by reference.

    


    


    Signature
      Page Follows

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof,
      this
      Assignment has been executed as of the day and year first above
      written.

     

    
      
        	 	
                Assignor:

                 

                __________________________,
                  a
                  _____________

                 

                 

              
	 	 	 	 
	 	
                By:

              	    
	 
	 	
                Name:

              	
                   
                  

              	 
	 	
                Title: