FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.20

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Fifth Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of July 2, 2009, between DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP (“ Seller ”) and ADVENIR, INC. (“ Purchaser ”).

W I T N E S S E T H:

            WHEREAS , Seller and Purchaser entered into a Purchase and Sale Contract dated as of March 25, 2009, as amended by the terms of (i) that certain First Amendment to Purchase and Sale Contract, dated April 24, 2009, (ii) that certain Second Amendment to Purchase and Sale Agreement, dated May 8, 2009, (iii) that certain Third Amendment to Purchase and Sale Agreement, dated May 15, 2000 and (iv) that certain Fourth Amendment to Purchase and Sale Agreement, dated June 25, 2009 (said Purchase and Sale Contract, as amended, being herein collectively called the “ Agreement ”) with respect to the sale of certain property known as Presidential House located in Miami-Dade County, Florida, as described in the Agreement; and

            WHEREAS , Seller and Purchaser desire to amend the Agreement on the terms set forth herein.

            NOW, THEREFORE , in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.       Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2.       Right to Terminate .   Purchaser's right to terminate the Agre