exv10w5



 





EXHIBIT 10.5




AMENDMENT TO CONTRACT OF SALE




     This
Amendment to Contract of Sale (“Amendment”), the effective date of which, is June
2, 2006, is entered into by TR WALKER RANCH PARTNERS, LTD., a Texas limited
partnership (“Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability
company (“Buyer”). Buyer and Seller are sometimes collectively referred to herein as, the
“Parties”.



Recitals




     A. WHEREAS, Seller and Buyer entered into that certain Contract of Sale (the
“Agreement”) with on Effective Date of May 4,2006, pursuant to which Seller agreed to
sell
and Buyer agreed to purchase certain improved real property located in Bexar County,
Texas,
more particularly described in the Agreement;



     B. WHEREAS, pursuant to the terms of the Agreement, the Feasibility Period
expired May 5,2006, but was then extended to May 12, 2006, and then June 2, 2006,
pursuant to
letter agreements by and between Seller and Buyer dated May 5, 2006, and May 25, 2006
respectively;and



     C. WHEREAS, Seller and Buyer mutually desire to amend certain provisions of the
Agreement.



Agreement




     NOW,
THEREFORE, for and in consideration of the mutual promises and agreements set
forth herein entered into by Buyer and Seller, the receipt and sufficiency of which is
acknowledged, Seller and Buyer agree as follows;




	 	1.	 	The parties hereto have agreed that the “Feasibility
Period” as defined in
Section 5(a)
of the Agreement has expired.
	 
	 	2.	 	Section 4(a) of the Agreement is hereby deleted and the following Section
4(a) is
inserted in its stead;






	 	“(a) 	 	The closing of the sale of the property to Buyer (the
“Closing”)
shall take place at the Title Company no later than August 1,2006,
(the“Closing Date”).”






	 	 	 	All provisions relating Buyer’s one-time right to extend the Closing Date
are removed and of no further force or effect.
	 
	 	3.	 	All terms defined in the Agreement and denoted by initial capital
letters shall have the
same meanings provided in the Agreement when used in this Amendment, except to
the extent that the meaning of any defined term is modified by or
expressly set
forth
in the provisions of this Amendment.
	 
	 	4.	 	This Amendment may be executed in multiple originals, each of which shall
constitute an  original for all purposes and together which shall
constitute a fully executed agreement. A facsimile signature shall be deemed an
original signature for
all purposes.




 









 











     IN
WITNESS WHEREOF, Seller and Buyer have executed this Amendment to be effective as of
June 2, 2006.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TR WALKER RANCH
PARTNERS, LTD., 
a Texas limited
partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	TRDC Walker Partners,
Ltd., 

a Texas limited partnership, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Thompson Realty
Development Corporation, 
a Texas
corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ W.T. Field	 	 
	 

	 	 	 	 	 	Name:
	 	 

W.T. Field
	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TRIPLE NET PROPERTIES,
LLC, 
a
Virginia limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Louis Rogers	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Louis Rogers	 	 
	 	 	Title:	 	President