Exhibit 10









 




Exhibit 10.32




AMERICAN SPECTRUM REALTY,

INC.


1800 EAST DEERE AVENUE


SANTA ANA, CA 92705




 




October 15, 2001




 




 




Pasadena Autumn Ridge LP




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
                                Pasadena

Autumn Ridge LP




 




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, Pasadena Autumn Ridge LP (“Pasadena”)

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 limited partnership interests of Pasadena

Autumn Ridge LP, from the limited partner CGS Real Estate Company, Inc.

(“CGS”), and that the general partner, S-P Properties, Inc. assign its interest

to American Spectrum Holdings (Pasadena), LLC, which is a wholly-owned

subsidiary of the Operating Partnership. 

Accordingly, the parties have agreed to amend the Agreement as follows:




1.             CGS, the limited

partner of Pasadena, will assign all of its right, title and interest in and to

all of the limited partner interests in Pasadena to the Operating

Partnership.  CGS represents that it

owns all of the limited partner interests in Pasadena free and clear of all

liens, claims and encumbrances and have full power and authority to execute and

deliver this agreement and perform its obligations hereunder.  S-P Properties, Inc., the general partner,

will assign all of its right, title and interest in Pasadena to American

Spectrum Holdings (Pasadena), LLC.  S-P

Properties, Inc. represents that it owns its interest in Pasadena free and

clear from 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 Closing of the

Consolidation, as defined in the 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 limited partnership interests in

Pasadena to the Operating Partnership. 

S-P Properties, Inc. shall deliver to American Spectrum Holdings

(Pasadena), LLC, an assignment, assigning all of its right, title and interest

in and to the general partnership interest in Pasadena to American

Spectrum  Holdings (Pasadena), LLC.




4.             At the closing, the

Operating Partnership shall deliver to CGS and S-P Properties pro rata, in

accordance with their percentage ownership of partnership interests,

certificates certifying that they are the owners of 89,295 Operating

Partnership Units in the Operating Partnership, representing the Exchange Value

(as defined in the final Prospectus/Consent Solicitation Statement) of Pasadena

of $1,339,437 divided by $15.




5.             The partners and

the Operating Partnership shall execute a signature page to the Operating

Partnership Agreement admitting them as partners in the Operating Partnership.




6.             The limited partner

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 limited partner of Pasadena. 

The general partner and the Operating Partnership shall execute all

other instruments which may be necessary or desirable to reflect the admission

of the general partner as a partner in the Operating Partnership and to reflect

the admission of American Spectrum Holdings (Pasadena), LLC as the sole general

partner of Pasadena.




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.




8.             All parties need not execute the same copy of this

agreement.  This agreement may be

executed in one or more counterparts and all such counterparts, taken together,

shall constitute one instrument, and be effective as if all signatures were contained

on one page.




 




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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




 




 




	

  CGS REAL ESTATE COMPANY, INC.


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  
	

   


  
	

  S-P PROPERTIES, INC.


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  
	

   


  
	

  AMERICAN SPECTRUM  HOLDINGS

  (PASADENA), LLC


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  
	

   


  
	

  PASADENA AUTUMN RIDGE LP


  
	

   


  
	

  By:


  	

   


  	

   


  





 




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