FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AGREEMENT TIIIS FIRST AMENDMENT TO SHOPPING CENTERS PURCHASE AGREEMENT

Capitalized terms used in this Amendment not otherwise defined herein shall have the meanings when used herein ascribed to such terms in the Agreement.

This Amendment shall constitute Purchaser's notice to Seller pursuant to Section 3.4 of the Agreement that Purchaser is satisfied with or hereby waives satisfaction of the Physical/Financial Review Condition as of the date of this Amendment, and the parties shall proceed to Closing, subject to satisfaction or waiver of the Loan Assumption Condition, the Estoppel Condition, Purchaser's satisfaction with Survey and Title pursuant to Section 3.6 of the Agreement, and the other applicable provisions of the Agreement.

Seller and Purchaser acknowledge that the inspection Period expires on January 23, 2014, however, Purchaser shall have until February 3, 2014 to deliver Title and Survey Objections to Seller in accordance with Section 3.6 of the Agreement, and Section 3.6 shall be deemed modified accordingly.

Seller and Purchaser agree that an escrow shall be established at Closing in the amount of Two Hundred Thousand Dollars ($200,000.00) (the "Five Guys Escrow"), which may be drawn monthly by Purchaser after Closing (i) in the amount of $8,000 for each month following the expiration of the Five Guys lease at Staunton Plaza or the earlier failure of Five Guys to pay rent or other charges thereunder, for payment of full minimum rental and all so-called "triple net'' charges ("Recoveries") for the Five Guys leased space, until the date that a replacement tenant acceptable to Purchaser in its sole discretion (a "Replacement Tenant') has commenced paying rent and Recoveries or until the Five Guys Escrow is exhausted, whichever first occurs, and (ii) to pay all leasing commissions and all tenant improvement costs, lease buyouts, moving and other tenant allowances and any other tenant inducements (collectively, "Tenant Inducements")required under a lease with a Replacement Tenant for the Five Guys leased space, as and when the same shall be due. Any funds remaining in the Five Guys Escrow at the time a Replacement Tenant has commenced paying rent and Recoveries, shall be paid to Seller. Notwithstanding anything contained above to the contrary, in the event a Replacement Tenant enters into