First Amendment To Purchase and Sale Agreement And Joint Escrow Instructions

Exhibit 10.2

First Amendment To
Purchase and Sale Agreement
And Joint Escrow Instructions

(FATCO Escrow No. NCS-400123-PHX)

     This First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (this “Amendment” ), is dated as of July 28, 2009 is by and between AZPRO DEVELOPMENTS, INC. , an Arizona corporation ( “Seller” ) , and SPT AZ LAND HOLDINGS, LLC , a Delaware limited liability company, as successor-in-interest to Shopoff Advisors, L.P., a Delaware limited partnership ( “Buyer” ), and constitutes an amendment to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated June 29, 2009 entered into by and between the parties (the “Agreement” ). Capitalized terms used herein shall have the meanings given them in the Agreement, unless otherwise defined herein.

The Agreement is hereby amended as follows:

1. Buyer is concurrently herewith depositing additional funds into Escrow such that Buyer’s deposit shall total $150,000.00, which is authorized to be released to Seller upon mutual execution and delivery of this Amendment. Buyer hereby removes all contingencies other than closing conditions contained in Section 10 of the Agreement.

2. Paragraph 3.d of the Agreement is revised to provide for payment of Two Million Dollars ($2,000,000.00) of the Purchase Price by execution and delivery of (a) a Secured Promissory Note in the form attached hereto as Exhibit “A” , and (b) a notarized Deed of Trust and Assignment of Rents in a standard title company form customarily used in the State of Arizona by the Title Company, as approved by the parties; provided, the Deed of Trust shall contain a due-on-sale/due-on-encumbrance clause consistent with the due-on-sale/due-on-encumbrance clause contained in the Secured Promissory Note. The remaining $850,000.00 of the Purchase Price shall be deposited in cash prior to the Close of Escrow (such that the entire cash portion of the Purchase Price is $1,000.000.00). Title Company is authorized and instructed by Buyer to issue Seller at Closing a 2006 ALTA Extended Lender’s Policy of Title Insurance in the amount of $2,000,000 insuring the Deed of Trust as a valid and enforceable first lien against title to the Property subject only to Schedule B Exceptions 1 (all assessments due and payable have been paid), 2, 3 (all assessments due and payable have been paid), 4 through 27 and 30 of First American Title Insurance Company Commitment No. NCS-400123-PHX1 (Effective Date: June 2, 2009) and containing the following endorsements: patent (insuring against loss or damage to existing and future buildings and other improvements), water rights (insuring against loss or damage to existing and future buildings and other improvements), access, separate tax parcel, environmental, deletion of creditors’ rights exclusion, lender’s comprehensive (CLTA 100 or its equivalent), and contiguity. Buyer shall pay the cost of such title policy.

3. Buyer has assigned its rights under this agreement to its affiliate, SPT AZ Land Holdings, LLC, a Delaware limited liability company; Seller hereby approves said assignment and recognizes such party as the Buyer. Buyer represents that it is a single asset entity formed for the sole purpose of acquiring the Property, that it does not presently own any assets and that it will not acquire any assets other than the Property while the Secured Promissory Note remains outstanding.

4. The Close of Escrow shall occur on or before Friday, July 31, 2009.

5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

All other terms and condition of the Agreement remain unmodified and in full force and effect.

[SIGNATURE PAGE FOLLOWS SEPARATELY]

IN WITNESS WHEREOF, the parties have executed this First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions as of the date first above written.

Exhibit “A”
(Form of Promissory Note)

SECURED PROMISSORY NOTE

          FOR VALUE RECEIVED, the undersigned (herein referred to as “Maker” ), promises to pay to the order of AZPRO DEVELOPMENTS, INC. , an Arizona corporation, its successors or assigns or any subsequent holder of this Note (hereinafter sometimes collectively referred to as “Payee” ), c/o The Johnson Group 25455 0 32 Avenue, Aldergrove, British Columbia, V4W 2A2 Canada, or at such other place as Payee may designate in writing, the principal sum of Two Million Dollars ($2,000,000.00), with interest thereon as set forth below.

          Interest shall accrue from the date of this Note on the principal outstanding at a rate of six percent (6.00%) per annum. Interest shall be computed on the basis of a 365-day year. Payments of interest only shall be made quarterly in arrears on November 1, 2009, February 1, 2010 and May 1, 2010. On July 31, 2010 (the “Maturity Date” )