ex102


    Alliance
      Title

    


    18831
      Von
      Karman Avenue, #380

    Irvine,
      CA 92612

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

    


    AMENDED
      I SUPPLEMENTAL - ESCROW INSTRUCTIONS

    


    Brenda
      Burnett/BSB      Date:
      October 20, 2005

    Manager       Escrow
      No.: 15083848-383-BSB

    


    To: Alliance
      Title Company

    


    Property
      Address:
      3455 E.
      Flamingo Rd., Las Vegas, NV 

    


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

    


    Seller
      agrees to extend the close of escrow date from the original close of escrow
      date
      of October 1, 2005 to be on or before December 12, 2005 which will be the
      last/final extension.

    


    Buyer
      shall deposit with Escrow Holder, good funds in the amount of $100,000.00 which
      will be immediately released to Seller herein.

    


    Upon
      Escrow Holder's receipt of this instruction signed by all parties hereto and
      upon clearance of Buyer's deposit, if applicable, Escrow Holder is hereby
      authorized and instructed to release the sum of $100,000.00 directly to Seller.
      Said sum shall apply toward the purchase price at the close of escrow. Buyer
      and
      Seller agree that Alliance Title Company, its officers and employees as well
      as
      Brokers make no warranties or representations of any kind, expressed or implied,
      as to the ownership of or title to the property described it this escrow, nor
      as
      to any encumbrances or liens thereon, or as to the condition and/or the ultimate
      outcome of this escrow, nor to any manner or form as an inducement to make
      the
      above payments. Furthermore, fully realizing that no documents in Buyer's favor
      have been recorded, nor Policy of Title Insurance issued to protect Buyer's
      interest in said property, Escrow Holder is nevertheless instructed to release
      said funds prior to the close of escrow. Escrow Holder and Brokers are not
      to be
      held liable or responsible for any loss or damage which Buyer or Seller may
      sustain by reason of releasing said funds, nor liable for the failure of any
      of
      the conditions of this escrow, or for the recovery of said money for any reason
      whatsoever. All parties are aware and understand that Escrow Holder will not
      aid
      in the recovery of said monies in the event this escrow is not consummated
      for
      any reason. All parties are advised to seek independent counsel with regard
      to
      this instruction.

    


    Out
      of
      funds deposited by the undersigned Buyers in the above numbered escrow, and
      REGARDLESS OF WHETHER OR NOT THIS ESCROW IS EVER ACTUALLY COMPLETED AND CLOSED,
      you are hereby authorized and instructed to release and pay $100,000.00 to
      the
      Seller's herein, immediately upon your receipt of these instructions, signed
      by
      all parties to this escrow.

    


    Each
      of
      the undersigned parties to the above numbered escrow has read and understood
      the
      content of the following portion of section 1057.5 of the California Civil
      Code,
      to wit:

    


    "No
      escrow agent shall enter into any arrangement, either of his own making or
      of a
      subsidiary nature, or through any other person having dual capacity, or through
      any person having a direct or indirect interest in the escrow or other device,
      permitting any fee, commission or compensation which is contingent upon the
      performance of any act, condition, or instruction set fourth in an escrow,
      to be
      drawn or paid, either in whole or in part, or in kind or its equivalent, prior
      to the actual closing and completion of the escrow."

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Alliance
      Title

    


    THE
      UNDERSIGNED PARTIES, JOINTLY AND SEVERALLY, DO RELIEVE YOU FROM AND AGREE TO
      SAVE AND HOLD YOU HARMLESS FROM ANY AND ALL LIABILITY TO THE UNDERSIGNED AND/OR
      TO ANY THIRD PARTIES WHICH YOU, AS ESCROW HOLDER, MAY INCUR BY REASON OF YOUR
      RELEASING AND PAYING $ 100,000,00 TO SELLERS HEREIN, PRIOR TO THE CLOSE OF
      THIS
      ESCROW. IN COMPLIANCE WITH THESE INSTRUCTIONS AND DO FURTHER AGREE THAT YOU
      WILL
      NOT BE REQUESTED TO AID IN THE RECOVERY OF SAID AMOUNT IN THE EVENT THAT THIS
      ESCROW IS NOT CONSUMMATED.

    


    In
      the
      event that the seller's loan of record to Midland is not paid in full by
      1211105, buyer agrees to pay the additional interest accrued for not complying
      with the lender requirements of a 30 day notice and will pay the additional
      interest owing from 12/1105 to 1/1106 through their closing funds in an amount
      not to exceed $30,000.00

    


    Buyer
      and
      Seller are aware that there will be no further extensions and the forfeiture
      of
      the non refundable deposits are not to be construed a s a cooperation for less
      or any part or remedy, but because it is impossible to calculate the loss due
      to
      a failed closing, it is simply an agreed upon amount.

    All
      other
      terms and conditions remain the same,

    


    


    BUYERS:           

          

    ST.
      ROSE
      LLC 

     

     

    /s/
      St. Rose LLC     10/23/05                                     

    BY:      Date      

            

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Alliance
      Title

    


    THE
      UNDERSIGNED PARTIES, JOINTLY AND SEVERALLY, DO RELIEVE YOU FROM AND AGREE TO
      SAVE AND HOLD YOU HARMLESS FROM ANY AND ALL LIABILITY TO THE UNDERSIGNED AND/OR
      TO ANY THIRD PARTIES WHICH YOU, AS ESCROW HOLDER, MAY INCUR BY REASON OF YOUR
      RELEASING AND PAYING $ 100,000.00 TO SELLERS HEREIN, PRIOR TO THE CLOSE OF
      THIS
      ESCROW, IN COMPLIANCE WITH THESE INSTRUCTIONS: AND DO FURTHER AGREE THAT YOU
      WILL NOT BE REQUESTED TO AID IN THE RECOVERY OF SAID AMOUNT IN THE EVENT THAT
      THIS ESCROW IS NOT CONSUMMATED.

    


    In
      the
      event that the seller's loan of record to Midland is not paid in full by
      12/1/05, buyer agrees to pay the additional interest accrued for not complying
      with the lender requirements of a 30 day notice and will pay the additional
      interest owing from 12/1/05 to 1/1/06 through their closing funds in an amount
      not to exceed $30,000.00.

    


    Buyer
      and
      Seller are aware that there will be no further extensions and the forfeiture
      of
      the non refundable deposits are not to be construed a s a cooperation for less
      or any part or remedy, but because it is impossible to calculate the loss due
      to
      a failed closing, it is simply an agreed upon amount.

    


    All
      other
      terms and conditions remain the same.

    


    


     SELLERS:

     

    DENVER
      FUND I, LTD

    A
      COLORADO LIMITED PARTNERSHIP

    BY:
      CERTIFIED PROPERTY  

    ADVISORS,
      GENERAL PARTNER   

     

    10/20/05

    Date

     

    /s/
      Paul F. Winger, President           

    BY:
      PAUL
      F. WINGER, 

    PRESIDENT

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Alliance
      Title

    


    THE
      UNDERSIGNED PARTIES, JOINTLY AND SEVERALLY, DO RELIEVE YOU FROM AND AGREE TO
      SAVE AND HOLD YOU HARMLESS FROM ANY AND ALL LIABILITY TO THE UNDERSIGNED AND/OR
      TO ANY THIRD PARTIES WHICH YOU, AS ESCROW HOLDER, MAY INCUR BY REASON OF YOUR
      RELEASING AND PAYING $ 100,000.00 TO SELLERS HEREIN, PRIOR TO THE CLOSE OF
      THIS
      ESCROW, IN COMPLIANCE WITH THESE INSTRUCTIONS: AND DO FURTHER AGREE THAT YOU
      WILL NOT BE REQUESTED TO AID IN THE RECOVERY OF SAID AMOUNT IN THE EVENT THAT
      THIS ESCROW IS NOT CONSUMMATED.

    


    In
      the
      event that the seller's loan of record to Midland is not paid in full by
      12/1/05, buyer agrees to pay the additional interest accrued for not complying
      with the lender requirements of a 30 day notice and will pay the additional
      interest owing from 12/1/05 to 1/1/06 through their closing funds in an amount
      not to exceed $30,000.00.

    


    Buyer
      and
      Seller are aware that there will be no further extensions and the forfeiture
      of
      the non refundable deposits are not to be construed a s a cooperation for less
      or any part or remedy, but because it is impossible to calculate the loss due
      to
      a failed closing, it is simply an agreed upon amount.

    


    All
      other
      terms and conditions remain the same.

    


    BUYERS:     

     

    ST.
      ROSE
      LLC    

     

    /s/
      St. Rose LLC 10/23/05  

    BY:   Date

    


    SELLERS:

     

    SECURED
      DIVERSIFIED 

    INVESTMENT,
      LTD

     

    /s/
      Jan Wallace  

    BY:
      JAN WALLACE

     

    10/25/05

    Date