ex103


    Alliance
      Title

    


    18831
      Von
      Karman Avenue

    Irvine,
      CA 92612

    Phone
      No.
      (949) 724-4900; Fax No. (949) 724-4909

    


    AMENDED
      / SUPPLEMENTAL - ESCROW INSTRUCTIONS

    


    Brenda
      BurnettlBSB    Date:
      November 10, 2005

    Manager     Escrow
      No.: 15083848-383-BSB

    


    To: Alliance
      Title Company

    


    Property
      Address:
      3455
      East Flamingo Road, Las Vegas. NV

    


    The
      above
      numbered Escrow is hereby amended and/or supplemented as follows:

     

    Escrow
      Holder is authorized and instructed to release the "early release" funds due
      Denver Fund I, LTD in the amount of $49,000.00, as mentioned in the amendment
      dated October 20, 2005, to Secured Diversified Investment, LTD upon receipt
      of
      this signed instruction.

    


    At
      the
      successful close of escrow, escrow holder will credit back to Denver Fund said
      sum is the calculations of seller proceeds.

    


    AS
      A
      MATTER OF RECORD ONLY, WITH WHICH ESCROW HOLDER IS NOT TO BE CONCERNED AND/OR
      LIABLE, THE FOLLOWING IS AN AGREEMENT BETWEEN THE PARTIES AND IS BEING ADDED
      TO
      THESE INSTRUCTIONS AS A MEMORANDUM ONLY TO THIS ESCROW.

    


    In
      the
      event that this transaction does not close, and a forfeiture occurs, SDI agrees
      that the funds mentioned above belong to Denver Fund and as such, a modification
      of the management agreement of the subject property will be made so that out
      of
      owner's distribution of the cash flow, Denver Fund will be reimbursed for these
      funds before any distributions of cash flow will be made to SDI.

    


    If
      the
      forfeiture occurs as above, SDI will additionally execute a 9% note to that
      effect, secured by the cash flows from the subject property. However, if the
      cash flows do not retire that debt, in no event will the obligation to repay
      Denver Fund extend beyond 1 year.

    


    All
      other
      terms and conditions remain the same.

    


    SELLERS:

    Denver
      Fund I, LTD

    By:
      Certified Property Advisors. LLC

    General
      Partner          Secured
      Diversified Invest LTD

    


    ______________________________       /s/
      J.
      Wallace  Nov.
      10, 2005

    By:
      Paul
      F. Winger, President     
J.
      Wallace, C.E.O Date


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Alliance
      Title

    


    18831
      Von
      Korman Avenue

    Irvine,
      CA 92612

    Phone
      No.
      (949) 724-4900; Fax No. (949) 724-4909

    


    AMENDED
      1 SUPPLEMENTAL - ESCROW INSTRUCTIONS

    


    Brenda
      Burnett/me      Date:
      November 10, 2005

    Manager      Escrow
      No.; 15083848-383-BSB

    


    To: Alliance
      Title Company

    


    Property
      Address:
      3455
      East Flamingo Road, Las Vegas, NV

    


    The
      above
      numbered Escrow is hereby amended and/or supplemented as follows:

     

    Escrow
      Holder is authorized and instructed to release the "early release" funds due
      Denver Fund I, LTD in the amount of $49,000.00, as mentioned in the amendment
      dated October 20, 2005, to Secured Diversified Investment, LTD upon receipt
      of
      this signed instruction.

    


    At
      the
      successful close of escrow, escrow holder will credit back to Denver Fund said
      sum is the calculations of seller proceeds.

    


    AS
      A
      MATTER OF RECORD ONLY. WITH WHICH ESCROW HOLDER IS NOT TO BE CONCERNED AND/OR
      LIABLE, THE FOLLOWING IS AN AGREEMENT BETWEEN THE PARTIES AND IS BEING ADDED
      TO
      THESE INSTRUCTIONS AS A MEMORANDUM ONLY TO THIS ESCROW.

    


    In
      the
      event that this transaction does not close, and a forfeiture occurs, SDI agrees
      that the funds mentioned above belong to Denver Fund and as such, a modification
      of the management agreement of the subject property will be made so that out
      of
      owner's distribution of the cash flow, Denver Fund will be reimbursed for these
      funds before any distributions of cash flow will be made to SDI.

    


    If
      the
      forfeiture occurs as above, SDI will additionally execute a 9% note to that
      effect, secured by the cash flows from the subject property. However, if the
      cash flows do not retire that debt, in no event will the obligation to repay
      Denver Fund extend beyond 1 year.

     

    All
      other
      terms and conditions remain the same.

     

    SELLERS:

    Denver
      Fund I, LTD

    By:
      Certified Property Advisors. LLC

    General
      Partner     Secured
      Diversified Investment, LTD

    LTD

    /s/
      Paul F. Winger, President 11/10/05

    By:
      Paul
      F. Winger, President 
      Date   ____________________
       
      ______

                                   
       Date