Exhibit 10









 




Exhibit 10.31




 




AMERICAN

SPECTRUM REALTY, INC.




1800 EAST DEERE AVENUE




SANTA ANA, CA 92705




 




 




August 30, 2001




 




 




Villa Redondo, LLC




c/o CGS Real Estate Company, Inc.




1800 East Deere Avenue




Santa Ana, California 92705




 




 




                Re:          Agreement and Plan of Merger Between

American Spectrum Realty, Inc. and Villa Redondo 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, Villa Redondo LLC (“Villa Redondo”) was to be merged with and

into American Spectrum Realty, Inc. or American Spectrum Realty 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,

Inc. acquired all of the membership interests of Villa Redondo LLC from CGS

Real Estate Company, Inc. (“CGS”), its sole member.   Accordingly, the parties have agreed to amend the Agreement as

follows:




 




                1.             CGS, the sole member of Villa

Redondo, will assign all of its right, title and interest in and to all of the

membership interests in Villa Redondo to the Operating Partnership.  CGS represents that it owns all of the

membership interests in Villa Redondo 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 simultaneously with

the execution of this letter agreement.




 




                3.             At the closing, CGS shall deliver to

the Operating Partnership an assignment, assigning all of its right, title and

interest in and to the membership interests in Villa Redondo to the Operating

Partnership.




 




 





























 




                4. At the closing,

the Operating Partnership shall deliver to CGS certificates certifying that

they are the owner of 358,666 Operating Partnership Units in the Operating

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

Prospectus/Consent Solicitation Statement) of Villa Redondo of  $5,380,000 divided by $15.  In the event that the property owned by

Villa Redondo LLC is sold prior to the consummation of the Consolidation for a

purchase price (after repayment of debt) less than the Exchange Value, then CGS

shall return to the Operating Partnership a number of Operating Partnership

units equal to the difference between the Exchange Value and such purchase

price (after repayment of debt), divided by $15.




 




                5.             Each of CGS and the Operating

Partnership shall execute a signature page to the Operating Partnership

Agreement admitting CGS as a partner in the Operating Partnership.




 




                6.             Each of CGS and the Operating

Partnership shall execute all other instruments which may be necessary or

desirable to reflect the admission of CGS as a partner in the Operating

Partnership and to reflect the admission of the Operating Partnership as the

sole member of Villa Redondo.




 




                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 30th Day of August, 2001




 




 




	

  CGS REAL ESTATE COMPANY, INC.


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  
	

  VILLA REDONDO LLC


  
	

   


  
	

  By:


  	

   


  	

   


  
				





 




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