FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE

FIRST AMENDMENT

TO

AGREEMENT FOR PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (herein called this "Amendment") is made and entered into as of the 27 ^th day of July, 2009, by and between USI II, LLC, a Delaware limited liability company (herein, "Seller"), and Strategic Capital Holdings, LLC, a Virginia limited liability company (formerly known as U.S. Commercial LLC) (herein, "Buyer").

W I T N E S S E T H :

WHEREAS, Seller and Buyer heretofore entered into that certain Agreement for Purchase and Sale dated effective June 10, 2009 (herein, the "Contract"), respecting that certain improved real property located at 69 Mallory Avenue, Jersey City, New Jersey; and

WHEREAS, Seller and Buyer desire to modify the Contract in certain respects, all as more particularly set forth below.

NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. Purchase Price . Section 2 of the Contract is deleted in its entirely and the following is substituted therefore:

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