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FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE This First Amendment to Agreement of Purchase and Sale ("Amendment"), is entered into effective as of December 14,2007 by and between MANUEL SANCHEZ a/k/a MANUEL SANCHEZ JR., ("Seller"),and Interra Development Partners,LLC., a Delaware limited liability company,or its affiliate nominee(`Buyer"). Recitals A. Seller and Buyer entered into an Agreement of Purchase and Sale dated by Buyer on June 27,2007(the "Agreement") regarding the purchase and sale of certain real property owned by Seller, located in the City of Stockton, County of San Joaquin, State of California, commonly known as the property located at the northeast comer of Mariposa Road and Farmington Road, Assessor's Parcel No. 173-040-33 and Assessor's Parcel No. 173-040-34("Property"). Seller and Buyer desire to amend the Agreement in certain respects as set forth below. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements .contained herein,the parties agree as follows: Agreement 1. Amendment of Contingency Period. To facilitate the continuation of Buyer's project and coordination of escrows related to adjoining property being acquired by Buyer,Seller and Buyer desire to amend the Contingency Period under the Agreement. Accordingly, Buyer and Seller agree that the first paragraph of Section 6(a)of the Agreement is hereby deleted and replaced with the following: "(a) Contingency Period: Buyer's obligation to consummate the acquisition of the Property shall be subject to the satisfaction of the following conditions(or Buyer's waiver thereof) on or before January 31, 2008(the"Contingency Perio(r"),which are for Buyer's sole benefit:..." 2. Notices, Buyer and Seller agree that the fust notice addresses for Buyer set forth in Section 20 of the Agreement is hereby amended as follows: TO BUYER: Interra Development Partners LLC,950 Glenn Drive,Suite 100,Folsom,CA 95630. ATTN: Brian Kisling. Telephone: (916)293-3001 Facsimile: (916)293-3009 3. Miscellaneous. Except as provided in this Amendment, each and every term, condition and agreement contained in the Agreement will remain in full force and effect and defined terms in the Agreement shall have the same meaning when used in this Amendment. To the extent of any conflict or inconsistency between the terms and conditions contained in the Agreement and this Amendment, this Amendment shall control. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the date set forth above. "BUYER" "SELLER" Interra Development Partners,LLC,a Manuel Sanchez a/k/a Manuel Sanchez Jr. Delaware 1' rted liability/company By: BY: �C � Manuel Sanchez Name: 6f-)o (//{2/0( } Dated: 2007 Title: C' GC Dated: !ar[S 2007 -- First Amendment to PSA Stockton FarminAton Sanchez 12.14.07