FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT

Exhibit 10.13

FIRST AMENDMENT OF
PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT OF PURCHA SE A ND SA LE CONTRACT ( this “ Amendment ”) is entered into effective as of the 1 ^st day of May, 2009, by and between LAKEWOOD AOPL, A TEXAS LIMITED PARTNERSHIP, a Texas limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”), and SOLID GOODS CORPORATION , a California corporation, having a principal address at 1772 La Jolla Rancho Road, La Jolla, California 92037-7847 (“ Purchaser ”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of April 7, 2009 (the “ Contract ”), regarding that certain property located in Texas and more particularly described in the Contract.

B.         Purchaser and Seller desire to make modifications and clarifications to the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1.                   Inspection Contingencies.   Purchaser acknowledges and agrees that Purchaser’s right to terminate the Contract pursuant to Section 3.2 of the Contract has expired and  Purchaser’s Initial Deposit is now non-refundable.

2.                   Purchaser Credit .  Section 5.4 of the Contract shall be amended to include the following provision:

Section 5.4.13. Purchaser Credit at Closing .  At Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to $45,000 representing costs relating to capital expenditures for the Property.

3.                   Boiler Replacement .  Section 5.4 of the Contract shall be amended to include the following provision;

Section 5.4.14. Escrow Funds .  Purchaser has requested and Seller has agreed to&n