AMENDMENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

EXHIBIT 10.3

AMENDMENT TO

ASSIGNMENT AND ASSUMPTION OF AGREEMENT

OF PURCHASE AND SALE

THIS AMENDMENT TO ASSIGNMENT AND ASSUMPTION (this “Amendment to Assignment”) is dated July 27, 2008, by and between FOWLER PROPERTY ACQUISITIONS, LLC, a California limited liability company (“Assignor”) and FPA CONIFER ASSOCIATES, LLC, a Delaware limited liability (“Assignee”) with reference to the following:

WHEREAS, Assignor entered into a Purchase and Sale Agreement for certain real property located at 3383 Holcomb Bridge Road, Norcross, Georgia (“Subject Property”) on or about April 2, 2008, as further amended from time to time, with Simpson Financing LP (“Seller”) (the “Purchase Agreement”);

WHEREAS, on May 22, 2008, Assignor assigned the Purchase Agreement to FPA Conifer Associates, LLC;

WHEREAS, on July 17, 2008, Assignee filed a First Amendment t