Exhibit 10.8**SECOND AMENDMENT TO OPTION AGREEMENT**     THIS SECOND AMENDMENT TO OPTION AGREEMENT (the “**Amendment**”) is entered into this 17thday of March, 2008 (the “**Effective Date**”), by and between APOLLO GROUP, INC., an Arizonacorporation (“**Option Grantor**”) and MACQUARIE RIVERPOINT AZ, LLC, a Delaware limitedliability company (the “**Option Holder**”).**RECITALS:**     A. Option Grantor and Option Holder are parties to that certain Option Agreement dated June20, 2006, as amended by First Amendment to Option Agreement dated March 7, 2007 (as amended, the“**Agreement**”).     B. Option Grantor delivered the Estimated Original Completion Notice and the Estimated Lot 5Completion Notice to Option Holder on January 15, 2008 and the Original Completion Notice and theLot 5 Completion Notice to Option Holder on March 6, 2008.     C. Option Grantor and Option Holder now desire to amend the Agreement to extend the OptionExercise Date and the Closing Date as set forth in this Amendment.**AGREEMENT:**     NOW THEREFORE, for good and valuable consideration, the sufficiency of which is herebyacknowledged, the parties agree as follows:     1. Recitals. Each of the recitals set forth above are incorporated herein ascovenants and agreements of the parties hereto.     2. Definitions. All initial capitalized terms used herein shall have the meaningsascribed thereto in the Agreement, unless otherwise specifically defined herein.     3. Option Exercise Date. The last sentence of Section 3(b)(iii) of the Agreement ishereby amended in its entirety to read as follows:Option Holder may exercise the Option by giving written notice (the “**Option ExerciseNotice**”) of the exercise thereof to Option Grantor on or before April 28, 2008 (the“**Option Exercise Date**”).Section 3(c) is deleted in its entirety.     4. Closing Date. The first sentence of Section 7 of the Agreement is hereby amended inits entirety as follows:Upon the exercise of the Option as provided in Section 3, the closing of thetransaction (the “**Closing**”) shall be held and delivery of all items shall be madeunder the terms and conditions of the Purchase and Sale Agreement through an escrow with theTitle Company, on May 1, 2008 (the “**Closing Date**”).
 

 
     5. Extension Payment. In consideration for the extension of the Option Exercise Dateand the Closing Date, on or before March 21, 2008, Option Holder shall pay to Option Grantor directand outside of escrow $250,000 (the “**Extension Payment**”), which shall be non-refundable.The Extension Payment shall be paid to Option Grantor in addition to the Purchase Price (consistentwith the treatment of the Option Payment under the Agreement), and the total amount payable by theOption Holder shall equal the Purchase Price plus the Option Payment plus the Extension Payment.If Option Holder fails to pay the Extension Payment within the aforementioned time period, theOption shall terminate and be of no further effect. If Option Holder fails to exercise the Optionon or before the Option Exercise Date (as the same has been extended pursuant to this Amendment),Option Holder acknowledges that Option Grantor shall be entitled to receive the Option Payment, andin such event, the Option Payment shall be immediately released to Option Grantor. Option Holderhereby waives any defenses to the release of the Option Payment existing as of the date of thisAmendment, but will continue to have the right to a return of the Option Payment as the result ofany Option Grantor’s default under the Agreement or the Purchase and Sale Agreement following thedate of this Amendment or the failure of a condition precedent to Option Holder’s performance underthe Agreement or the Purchase and Sale Agreement, which failure of the relevant condition is withinthe sole control of, or caused solely by Option Grantor, including, without limitation, underSection 4(d)(2), Section 4(d)(3) and Section 4(d)(5) of the Agreement and Section 5(b), Section5(d), Section 5(f) and Section 5(g) of the Purchase and Sale Agreement.     6. Miscellaneous. The parties hereto acknowledge that except as expressly modifiedhereby, the Agreement remains unmodified and in full force and effect. In the event of anyconflict or inconsistency between the terms of this Amendment and the Agreement, the terms of thisAmendment shall control. This Amendment may be executed simultaneously or in counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameagreement.     7. Counterparts. This Amendment may be executed in counterparts, each of which shallconstitute an original, but all of which when taken together shall constitute a single contract.Delivery of an executed counterpart of a signature page of this Amendment by telecopy to the otherparty shall be effective as delivery of a manually executed counterpart of this Amendment.[Remainder of page intentionally left blank; signature page follows.]
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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first abovewritten.      **OPTION GRANTOR:**