Exhibit 10









 




Exhibit 10.33




 




AMERICAN

SPECTRUM REALTY, INC.




1800

EAST DEERE AVENUE




SANTA

ANA, CA 92705




 




 




October

15, 2001




 




 




Third Coast LLC




c/o CGS Real Estate Company, Inc.




1800 East Deere Avenue




Santa Ana, Ca 92705




 




 




Re:                               Agreement and

Plan of Merger Between American Spectrum Realty, Inc. and Third Coast LLC




 




Gentlemen:




 




The

following sets forth our agreement with respect to the Amendment of the

Agreement and Plan of Merger (the “Agreement”) dated August 6, 2000.




 




In accordance with the

Agreement, Third Coast LLC (“Third Coast”) was to form a new subsidiary limited

liability company (the “Subsidiary LLC”) to which it was to contribute its

interests in the properties known as Richardson Plaza and Sierra Technologies

which would be merged with and into American Spectrum Realty, Inc. or American

Spectrum Operating Partnership L.P. (the “Operating Partnership”).  The parties have determined that it would be

in the best interests of the parties if instead of a merger, American Spectrum

Realty Operating Partnership L.P. (the “Operating Partnership”) acquired all of

the membership interests of the Subsidiary LLC from Third Coast, its sole

member.  Accordingly, the parties have

agreed to amend the Agreement as follows:




 




1.                                       Third Coast

will form the Subsidiary LLC and contribute to the Subsidiary LLC the property

known as Richardson Plaza and its interest as the sole member of Third Coast

Sierra Technology, LLC.  Third Coast,

the sole member of Subsidiary LLC, will assign all of its right, title and

interest in and to all of the membership interests in Subsidiary LLC to the

Operating Partnership.  Third Coast

represents that it will own all of the membership interests in Subsidiary LLC

free and clear of all liens, claims and encumbrances and has full power and

authority to execute and deliver this agreement and perform its obligations

hereunder.




 




2.                                       The closing of

the transfer (“Transfer”), pursuant to the Agreement, shall take place on the

Closing Date.




 




 





























 




3.                                       At the closing,

Third Coast shall deliver to the Operating Partnership an assignment, assigning

all of its right, title and interest in and to the membership interests in

Subsidiary LLC to the Operating Partnership.




 




4.                                       At the closing,

the Operating Partnership shall deliver to Third Coast certificates certifying

that they are the owner of the number of Operating Partnership Units in the

Operating Partnership, representing the Exchange Value (as defined in the final

Prospectus/Consent Solicitation Statement) of Richardson Plaza and Sierra

Technology divided by $15.




 




5.                                       Each of Third

Coast and the Operating Partnership shall execute a signature page to the

Operating Partnership Agreement admitting Third Coast as a partner in the

Operating Partnership.




 




6.                                       Each of Third

Coast and the Operating Partnership shall execute all other instruments which

may be necessary or desirable to reflect the admission of Third Coast as a

partner in the Operating Partnership and to reflect the admission of the

Operating Partnership as the sole member of Subsidiary LLC.




 




7.                                       Except as

modified hereby, the Agreement shall remain in full force and effect.  All defined terms used herein and not

otherwise defined shall have the meaning set forth in the Agreement.




 




Please confirm your

acceptance of and agreement with the foregoing by executing a copy of this

letter in the space provided below.




 








	

  AMERICAN

  SPECTRUM REALTY OPERATING PARTNERSHIP. L.P.


  
	

   


  	

   


  
	

   


  	

   


  
	

  BY:


  	

  AMERICAN

  SPECTRUM REALTY, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  










 




 




Accepted

and Agreed to as of




this

15th Day of October, 2001




 




 




	

  THIRD

  COAST LLC


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  





 




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