EXHIBIT
      10.14

     

    FIRST
      AMENDMENT
      TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTS

     

    THIS
      FIRST
      AMENDMENT
      TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTS
      (this
“First Amendment”)
      is
      made as of the 12th
      day of
      May, 2006, by and between HOME
      PROPERTIES, L.P., a New York limited partnership (“Home
      Properties")
      and
      HOME PROPERTIES WMF I, LLC, a New York limited liability company (“Home
      Properties WMF”;
      and
      together with Home Properties, as “Sellers”),
      and THE
      LIGHTSTONE GROUP,
      LLC, a
      New Jersey limited liability company (as “Buyer”).

     

    RECITALS

     

    WHEREAS,
      Sellers
      and Buyer have entered into that certain Agreement For Purchase and Sale of
      Interests (South Michigan Portfolio), dated as of April 26, 2006 (the
“Original
      Contract”),
      covering the sale and purchase of certain entities as more particularly
      described therein; and

     

    WHEREAS,
      the
      parties hereto wish to amend the Original Contract as set forth in this First
      Amendment.

     

    NOW,
      THEREFORE,
      in
      consideration of Ten Dollars ($10.00) each to the other in hand paid, and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the
      parties hereto agree as follows:

     

    AGREEMENT

     

    1.  Definitions.
      All
      capitalized terms used in this First Amendment shall have the same meanings
      ascribed to them in the Original Contract, unless otherwise herein
      defined.

     

    2.  Rescission/Reinstatement.
      The
      parties acknowledge and agree that: (a) Buyer's termination notice of even
      date
      herewith, a copy of which is attached hereto as Exhibit
      A,
      is
      hereby rescinded, null and void and of no force and effect; and (b) the Original
      Contract is hereby reinstated in its entirety. 

     

    3.  Modifications.
      Effective as of the date hereof, the Original Contract is hereby modified and
      amended by extending the Due Diligence Period until Tuesday, May 16, 2006 at
      3
      PM Eastern Standard Time. 

     

    4.  No
      Other Changes.
      Except
      as modified by this First Amendment, the Original Contract shall remain in
      full
      force and effect.

     

    5.  Counterparts.
      This
      First Amendment may be executed in counterparts, all of which, when taken
      together, shall constitute one original. Facsimile signatures shall be deemed
      originals for all purposes.

     

    [THE
      SIGNATURE PAGE FOLLOWS ON THE NEXT PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this First Amendment as of
      the
      date and year first above written.

     

    
      	 	 	 
	 	BUYER:
	 	 
	 	THE
              LIGHTSTONE GROUP, LLC
	 
 	 
 	 
 
	 	By:  	/s/
              David Lichtenstein
	 	
              
David
              Lichtenstein, Chief Executive Officer
	 	 


    

     

    
      
        	 	 	 
	 	SELLER:
	 	 
	 	HOME
                PROPERTIES, L.P.
	 
 	 
 	 
 
	 	By:	
                Home Properties, Inc.,

                General Partner

              
	 	 	 
	 	 	 
	 	By:  	/s/
                John
                E. Smith
	 	
                
John
                E. Smith, Senior Vice
                President


      

       

      
        	 	 	 
	 	HOME PROPERTIES WMF I,
                LLC
	 	 
	 	By:	
                Home Properties, Inc.,

                Sole Member

              
	 	 	 
	 	By:	Home Properties, Inc.,
                General Partner

              
	 	 	 
	 	 	 
	 	By:  	/s/
                John
                E. Smith
	 	
                
John
                E. Smith, Senior Vice President
	 	 


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    COPY
      OF
      RESCINDED TERMINATION NOTICE

    


    [follows
      immediately]