exv10w4






Exhibit 10.4




AMENDMENT NO. 1 TO

ADVISORY AGREEMENT








     This
AMENDMENT NO. 1 TO ADVISORY AGREEMENT (this “Amendment”) is
made this 21st day
of January, 2009, by and among Shopoff Properties Trust, Inc., a Maryland corporation (the
“Company”), Shopoff Partners, L.P., a Delaware limited partnership (the “Operating Partnership”),
and Shopoff Advisors, L.P., a Delaware limited partnership (the “Advisor”).







RECITALS:




     WHEREAS, the Company, the Operating Partnership, and the Advisor are parties to that certain
Advisory Agreement, dated as of August 29, 2007 (the “Advisory Agreement”), pursuant to which the
Advisor provides advice and assistance to the Company and the Operating Partnership in the
operation of the Company as a real estate investment trust;



     WHEREAS, it is the intent parties that the Company reimburse the Advisor for reasonable
Acquisition Expenses incurred in connection with the sourcing, selection, evaluation and
acquisition of, and investment in Real Estate Assets or Real Estate Related Investments, whether or
not such properties are acquired or investments are made;



     WHEREAS, the Advisory Agreement contains a limitation on the maximum percentage of the
contract price constituting Acquisition Expenses that may be reimbursed to the Advisor and the
parties believe that it is in the best interests of the Company to permit the Advisor to incur the
reasonable expenses necessary to conduct adequate due diligence of all properties considered for
acquisition;



     WHEREAS, the parties believe it is in the best interests of the Company to amend the Advisory
Agreement to delete Section 10(a)(ii), which provides for the limitation on Acquisition Expenses,
and to correct a clerical error in the Advisory Agreement;



     WHEREAS, capitalized terms not otherwise defined herein shall have the meaning given to them
in the Advisory Agreement.



     NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows.



     1.      Amendment.




     1.1      Section 10(a)(ii) of the Advisory Agreement is hereby deleted in its entirety and replaced
with the following:




     “(ii) subject to Section 10(a)(xvi), all reasonable Acquisition Expenses incurred in
connection with the investigation, selection and acquisition of a Real Estate Asset or a Real
Estate Related Investment;”




     1.2      As a typographical correction, the following text is hereby removed as the last clause of
Section 10(a)(ii) and is hereby added as Section 10(a)(xvii) of the Advisory Agreement:




     “(xvii) the actual out-of-pocket cost of goods and services used by the Company and obtained
from entities not affiliated with the Advisor including brokerage and other fees paid in connection
with the purchase, operation and sale of Real Estate Assets.”



     2.      Effect of Amendment. Except as expressly amended by this Amendment, the terms of
the Advisory Agreement remain in full force and effect. In the event of any conflict or
inconsistency between the provisions of the Advisory Agreement and the provisions of this
Amendment, the provisions of this Amendment shall control.



 









 





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



	 	 	 	 	 
	 	SHOPOFF PROPERTIES TRUST, INC.

 	 
	 	By:  	/s/ William A. Shopoff
 	 
	 	 	Name:  	William A. Shopoff 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	SHOPOFF ADVISORS, L.P.

 	 
	 	By:  	/s/ William A. Shopoff
 	 
	 	 	Name:  	William A. Shopoff 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	SHOPOFF PARTNERS, L.P.

 	 
	 	By:  	/s/ William A. Shopoff
 	 
	 	 	Name:  	William A. Shopoff 	 
	 	 	Title:  	President and Chief Executive Officer