FIRST
      AMENDMENT TO 

    PURCHASE
      AND SALE AGREEMENT

    


    THIS
      FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made as of
      September __, 2006 among OAKVIEW PLAZA NORTH, LLC, a Nebraska limited liability
      company, FRANK R. KREJCI, VERA JANE KREJCI, GEORGE W. VENTEICHER AND SUSAN
      VENTEICHER (collectively, the “Seller”) and LIGHTSTONE VALUE PLUS REIT LP
      (“Purchaser”).

    


    RECITALS

    


    Seller
      and Purchaser entered into that certain Purchase and Sale Agreement dated as
      of
      September __, 2006 (the “Purchase Agreement”) regarding that certain shipping
      center in Omaha, Nebraska known as Oakview North and South (the “Property”).


    


    Seller
      and Purchaser now desire to amend the Purchase Agreement.

    


    AGREEMENT

    


    For
      and
      in consideration of the premises and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Seller and the
      Purchaser agree as follows.

    


    1.     Section
      7(a)(iii) of the Purchase Agreement is amended and restated as
      follows:

    


    (iii)
      A
      copy of all monthly income and expense statements, rent rolls, occupancy
      reports, sales by tenant reports and year end financial statements, rent roll,
      occupancy report, sale by tenant report, CAM charge analyses and other operating
      statements for the Property (the “Operating Statements”) for the three (3) most
      recent full calendar years prior to Closing and for all completed months in
      the
      current year, and copies of operating budgets for the current fiscal
      year.

    


    2.     Section
      10(h)(i) of the Purchase Agreement is amended and restated as
      follows:

    


    The
      tenant estoppel certificates required by Section 8(a)(i) addressed to the
      Purchaser dated not more than thirty (30) days prior to closing.

    


    3.     The
      second paragraph in Section 12(e) is amended and restated as
      follows:

    


    To
      assist
      the Purchaser in preparing “true up” reconciliations at the end of the CAM Lease
      Year, the Seller shall deliver to the Purchaser at Closing records of all of
      the
      Seller’s CAM charge expenditures and reimbursements and an analysis of CAM
      Charges relative to the terms of each Lease on a Lease by Lease
      basis.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4.     A
      new
      paragraph is added to the end of Section 12 of the Purchase Agreement, as
      follows:

    


    The
      Seller agrees to prepare a preliminary closing statement, or provide information
      to the Escrow Agent to prepare a preliminary closing statement, at least five
      (5) business days prior to closing.

    


    5.     Except
      as
      modified hereby, the parties ratify and affirm the Purchase Agreement and
      acknowledge that the Purchase Agreement is in full force and
      effect.

    


    [SIGNATURE
      PAGES FOLLOW]

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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    WITNESS
      the following signatures:

     

    
       

      
        	 	 	 
	            SELLER:	OAKVIEW
                PLAZA
                NORTH, LLC
	 
 	 
 	 
 
	 	By:  	/s/
                George W. Venteicher
	 	
                
George
                W. Venteicher
	 	        Member
	 	 	 
	 	By: 	/s/ Frank R. Krejci
	 	 	
                
Frank
                R. Krejci
	 	        Member
	 	 	 
	 	 	 
	 	 	/s/ Frank R. Krejci
	 	 	
                
Frank
                R. Krejci
	 	 	 
	 	 	/s/ Vera Jane Krejci
	 	 	
                
Vera
                Jane Krejci
	 	 	 
	 	 	/s/ George W. Venteicher
	 	 	
                
George
                W. Venteicher
	 	 	 
	 	 	/s/ Susan J. Venteicher
	 	 	
                
Susan
                J. Venteicher



       

      
        
           

        

        
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        	 	 PURCHASER:	LIGHTSTONE VALUE PLUS
                REIT
                LP
	 	 	
                By:

              	
                Lightstone
                  Value Plus Real Estate

              
	 	 	 	
                Investment
                  Trust, Inc., General Partner

              
	 	 	 
	 	 	 	
                By:

              	 /s/
                Angela Mirizzi-Olsen
	 	 	 	
                Its:

              	 Angela
                Mirizzi, Vice President
	 	 	 


      

    

     

     

    
      
        
        

      

      
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