FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF ANSONIA APARTMENTS, L.P.

Exhibit 10.3

FIRST AMENDMENT
TO
LIMITED PARTNERSHIP AGREEMENT
OF
ANSONIA APARTMENTS, L.P.

      THIS FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT , is dated as of February 1, 2002, between PB ACQUISITION CORP. (“PB”), a Nevada corporation having an address at 1775 Broadway, 23 ^rd Floor, New York 10019 and ANSONIA LLC (“ALLC”), a limited liability company having an address at 346 Quinnipiac Street, 3 ^rd Floor, Wallingford, CT 06492.

RECITALS

     A. PB and ALLC entered into a Limited Partnership Agreement dated as of November 25, 1997 (the “LPA”) for the Delaware limited partnership known as Ansonia Apartments, L.P. (the “Partnership”).

     B. PB and ALLC wish to amend the LPA in certain respects.

AMENDMENT

     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, PB and ALLC agree as follows:

     1.  Management Powers of the General Partner . The first sentence of Section 3.1.1 of the LPA is hereby deleted, and is replaced with the following:

Subject only to