EXHIBIT
      10.1

     

     FIRST
      AMENDMENT TO

     

    PURCHASE
      AND SALE AGREEMENT

     

    This
      FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First
      Amendment”)
      is
      entered into as of the 1st
      day of
      August, 2008, by and between Brookside Properties, Inc., a Tennessee corporation
      (“Buyer”),
      and
      TRB Chattanooga LLC, a Tennessee limited liability company (the “Seller”).

     

    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 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 and Buyer desire to 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 and Buyer hereby amend the Agreement as follows:

     

    1. Defined
      Terms.
      Capitalized terms not otherwise defined herein shall have the meanings set
      forth
      in the Agreement.

     

    2. Amendment.
      The
      first sentence of Section
      5(c)
      of the
      Agreement is hereby deleted in its entirety and the following is hereby inserted
      in its place:

     

    “Buyer
      shall have until August 5, 2008 (the “Inspection
      Period”)
      within
      which to examine the Property and to conduct title examinations, soil tests,
      non-invasive environmental surveys and/or audits, non-invasive mechanical and
      structural studies and analyses, make surveys, obtain financing for the purchase
      of the Property and conduct all other investigations of the Property as Buyer
      deems necessary to determine whether the Property is suitable and satisfactory
      to Buyer.” 

     

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

     

    4. Counterparts.
      This
      First 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.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this First 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:_____________________________________