2004 AGN APR 20 Closed Session A

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conditions of the Purchase Agreement, as amended by this Amendment No. 2, shall be and remain in full force and effect. 4. Section 6.5 of the Purchase Agreement is amended to read, in its entirety, as follows: Close of Escrow. Close of Escrow shall occur on a date scheduled by Escrow Holder in a writing delivered to each of the Parties that is not later than May 4, 2004 ("Closing Date"). If for any reason Close of Escrow has not occurred by the Closing Date, then any Party not then in default of this Agreement may terminate this Agreement and cancel Escrow by written notice to the other Party and Escrow Holder. 5. Exhibit "G" to the Purchase Agreement is replaced in its entirety with Exhibit "A" to this Amendment No. 2. 6. This Amendment No. 2 may be executed by the Seller and the Buyer in duplicate originals, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. 7. The agreements contained in this Amendment No. 2 shall not be construed in favor of or against either the Seller or the Buyer, but shall be construed as if both the Seller and the Buyer prepared this Amendment No. 2. 8. The Purchase Agreement, as amended by this Amendment No. 2, constitutes the entire agreement between the Seller and Buyer regarding the conveyance of the Property. The Purchase Agreement, as amended, supersedes all prior negotiations, discussions and previous agreements between the Seller and the Buyer concerning the conveyance of the Property. The Seller and the Buyer intend the Purchase Agreement, as amended, to be the final expression of their agreement with respect to the subjects covered in the Purchase Agreement and a complete and exclusive statement of such terms. 9. No modification, waiver, amendment, discharge, change or alteration of the Purchase Agreement, as amended, is valid, unless in writing and signed by both the Seller and the Buyer. RVPUB\DGW1671682.1 2