EXHIBIT
      10.15

     

    SECOND
      AMENDMENT
      TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTS

     

    THIS
      SECOND
      AMENDMENT
      TO AGREEMENT FOR PURCHASE AND SALE OF INTERESTS
      (this
“Second Amendment”),
      is
      made as of the 16th
      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, as amended
      by
      that certain First Amendment to Agreement For Purchase and Sale of Interests,
      dated as of May 12, 2006 (collectively, the “Contract”),
      covering the sale and purchase of certain entities as more particularly
      described therein; and

     

    WHEREAS,
      the
      parties hereto wish to amend the Contract as set forth in this Second
      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 Second Amendment shall have the same meanings
      ascribed to them in the Contract, unless otherwise herein defined.

     

    2. Modifications.
      Effective as of the date hereof, the Contract is hereby modified and amended
      by:

     

    (i) Deleting
      Section 2(a) of the Contract and replacing same with the following language:
      

     

    “ (a) The
      aggregate purchase price (“Purchase
      Price”)
      payable by Buyer for the Interests is Two Hundred Twenty-Eight Million Seven
      Hundred Thirty-Eight Thousand Five Hundred and No/100 Dollars ($228,738,500),
      subject to such apportionments, adjustments and credits as are provided in
      this
      Agreement.”

     

    (ii) Adding
      the following at the end of Section 5:

     

    “ (d) From
      May
      16, 2006 until the date that is six (6) months after the Closing, neither
      Sellers nor any affiliate of Sellers, will directly or indirectly, solicit
      (except for job postings by Sellers available to the general public) or hire
      for
      employment any Employee or any employee from any regional office from which
      any
      of the Properties is being managed (but excluding Chris Lang, Julie Manthey,
      Don
      Denny, Marc Dykes and Tina Partridge), without the prior written consent of
      the
      Buyer, which consent may be withheld in Buyer’s sole and absolute discretion.”


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (iii) Adding
      the following at the end of Section 7:

     

    “ (d) Notwithstanding
      anything to the contrary set forth herein, Sellers shall be responsible for
      all
      litigation against each Property and each Company which arises or results from
      occurrences prior to the Closing, and each Seller, jointly and severally, shall
      indemnify, hold harmless and defend the Buyer and the Companies and their
      respective successors and assigns from and against any Claim relating or
      attributable thereto. Notwithstanding anything to the contrary set forth herein,
      Sellers liability for Claims under this Section 7(d) shall be unlimited and
      shall survive the Closing without limitation.”

     

    (iv) Deleting
      the first sentence on Section 13 of the Contract and replacing same with the
      following language:

     

    “If
      this
      Agreement shall not have been terminated by Sellers or Buyer, for any of the
      reasons set forth in this Agreement, and within the time(s) herein limited,
      the
      closing of the conveyance of the Interests of the New Companies (the
      "Closing")
      shall
      occur on June 23, 2006; provided, however, that Buyer shall be entitled, upon
      written notice to the Sellers given no later than June 23, 2006, to postpone
      such original closing date to no later than June 30, 2006, as to which TIME
      SHALL BE OF THE ESSENCE (such date, as same may be postponed pursuant to this
      Section 13, being hereinafter referred to as the “Closing
      Date”).”

     

    (v) Deleting
      Section 15(a)(i) of the Contract and replacing same with the following
      language:

     

    “ (i) Real
      estate and personal property taxes based on the concurrent fiscal year
      method, whereby taxes for each taxing jurisdiction are
      deemed applicable to the fiscal year of such jurisdiction during which the
      tax is levied;”

     

    (vi) Adding
      the following at the end of Section 9:

     

    “ (d) Without
      limiting any of the rights of Buyer elsewhere set forth in this Agreement and
      in
      additional to the Buyer’s Conditions applicable with respect to the Property
      known as Springwells Park (“Springwells”),
      it is
      agreed that the obligations of Buyer under this Agreement to purchase and pay
      for the Interests applicable to the New Company holding fee title to Springwells
      shall be subject to the satisfaction on or prior to the Closing of the following
      conditions (the “Springwells
      Buyer’s Conditions”):
      (i)
      completion of all life and safety repairs (the “Life/Safety
      Repairs”)
      required by the applicable municipality having jurisdiction over Springwells
      (the “Springwells
      Municipality”)
      to
      such municipality’s satisfaction pursuant to a written notice thereof; and (ii)
      there being no reasonable risk that the Springwells Municipality shall take
      steps to prohibit Buyer’s operation of Springwells as a multi-tenant facility
      for non-completion of other repairs being required by such municipality;
      provided, however, that if all the Springwells Buyer’s Conditions are not
      satisfied on or prior to the Closing, then the Closing, with respect to
      Springwells only, shall be postponed for up to sixty (60) days during which
      time
      Buyer and Sellers shall work together, at Seller’s sole cost and expense, to
      satisfy the Springwells Buyer’s Conditions. In such event, the parties shall
      close the transaction with respect to the Interests in all New Companies with
      the exception of Springwells on the original Closing Date and the Purchase
      Price
      shall be reduced by the amount allocated to Springwells, as agreed by Buyer
      and
      Sellers, and the portion of the Earnest Money Deposit allocated to Springwells,
      as agreed by Buyer and Sellers, shall continue to be held in escrow, to be
      released at the Springwells closing or returned to Buyer in the event of
      termination as described in the next sentence. If the Springwells Buyer’s
      Conditions are not satisfied within such additional time period, then either
      party may terminate this Agreement with respect to Springwells and the
      provisions of Section 33 shall apply.”

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (vii) Deleting
      the last sentence of the first paragraph of Section 32 of the Contract and
      replacing same with the following:

     

    “Notwithstanding
      anything to the contrary set forth herein but subject to Section 9(d) of the
      Contract, in the event the Springwells Municipality shall issue a conditional
      certificate of occupancy which provides that repairs are to be completed after
      the Closing (other than Life/Safety Repairs which shall remain the Seller’s
      obligation), then Buyer agrees to accept a conditional certificate of occupancy
      and will complete such repairs after the Closing at its cost (except with
      respect to Life/Safety Repairs which shall continue to be the responsibility
      of
      Sellers) and sign any documentation requested or required by the Springwells
      Municipality in connection therewith.”

     

    (viii) Adding
      a
      new Section 35 as follows:

     

    “35. LITIGATION
      ASSISTANCE.
      With
      regard to any litigation or claims which relate to periods prior to Closing,
      including without limitation the matters described on Schedule 5 and litigation
      referred to in Section 7, after Closing, Buyer will cooperate with Sellers
      and
      their agents in assisting Sellers to investigate and defend same, at no cost
      to
      Buyer. Without limiting the foregoing, after Closing, Buyer will provide Sellers
      and their agents reasonable access to the Properties, to documents and to
      employees for consultation on any such claim or litigation matter.”


     

    (ix) Deleting
      Schedule 6 of the Contract and replacing same with Schedule 6 attached
      hereto

     

    3. Creation
      of New Companies.
      Sellers
      acknowledge and agree that: (i) on or prior to Closing, the fee ownership of
      each of the Properties will be transferred to a newly-created Delaware limited
      liability company, the name and formation documentation of which shall be in
      Buyer’s sole and absolute discretion (except the Operating Agreement which Buyer
      may amend and restate at Closing)(the “New
      Companies”);
      (ii)
      all references in the Contract to Seller’s obligation to transfer “Interests”
shall refer to the “Interests” in the New Companies; (iii) all references in the
      Contract to “Company” shall refer to “New Company”; and (iv) prior to Closing,
      Schedule 1 to the Contract will be modified to reflect the names of each New
      Company and Recital (b) to the Contract shall be deemed modified in accordance
      with the modified Schedule 1. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Board
      Approval.
      The
      Contract, as amended by this Second Amendment, shall be subject to the approval
      of the board of directors of Home Properties, Inc., (“Board”)
      to be
      obtained by Sellers no later than May 18, 2006 at 4 PM (Eastern Standard Time)
      (“Board
      Approval Deadline”).
      If
      the Board has not approved the Contract, as amended by this Second Amendment,
      prior to the Board Approval Deadline, as to which TIME SHALL BE OF THE ESSENCE,
      then either party may terminate this Contract and the Earnest Money Deposit
      shall be returned immediately to Buyer and neither party shall have any further
      rights or obligations under the Agreement except for those provisions that
      expressly survive the termination of the Agreement.

     

    5. Due
      Diligence Period Ended.
      Buyer
      hereby acknowledges that the Due Diligence Period described in Section 11 of
      the
      Contract has ended. 

     

    6. Title/Survey
      Objections.
      Sellers
      acknowledge and agree that Buyer reserves all rights under the Contract with
      respect to the title and survey objections provided to Sellers in the letter
      and
      enclosures dated May 12, 2006 from Herrick Feinstein LLP, submitted via
      facsimile on May 12, 2006 and supplemented via facsimile on May 16,
      2006.

     

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

     

    8. Counterparts.
      This
      Second 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 Second 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, L.P.,

                Sole Member

              
	 	 	 
	 	By:	
                Home Properties, Inc.,

                General Partner

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


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6

    


    Buyer
      has
      received municipal inspection reports from Sellers for the following
      Properties:

    


    
      	 	
              1.

            	
              Carriage
                Hill

            


    

    
      	 	
              2.

            	
              Carriage
                Park

            


    

    
      	 	
              3.

            	
              Charter
                Square

            


    

    
      	 	
              4.

            	
              Cherry
                Hill Club

            


    

    
      	 	
              5.

            	
              Cherry
                Hill Village

            


    

    
      	 	
              6.

            	
              Hampton
                Court

            


    

    
      	 	
              7.

            	
              Oak
                Park

            


    

    
      	 	
              8.

            	
              Scotsdale

            


    

    
      	 	
              9.

            	
              Springwells