Exhibit 10.33

SECOND AMENDMENT TO

AGREEMENT OF PURCHASE AND SALE

     This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is executed this 14^th day of December, 2005, between MOR MONTPELIER LLC, FORBES BOULEVARD LLC, and DERRY COURT LLC (collectively, “Seller”) and ASSET CAPITAL PARTNERS, L.P. (“Purchaser”; and, collectively with Seller, the “Parties”).

     WHEREAS, Seller and Purchaser entered into that certain Agreement of Purchase and Sale dated November 7, 2005 (the “Original Agreement”), pursuant to which Seller agreed to Sell, and Purchaser agreed to Purchase, the real property described therein, subject to the terms thereof.

     WHEREAS, pursuant to Section 2.2 of the Original Agreement, the Due Diligence Period (as defined in the Original Agreement) was to expire at 5:00 p.m. eastern standard time on December 12, 2005.

     WHEREAS, pursuant to that certain First Amendment to Agreement of Purchase and Sale dated December 12, 2005 (the “First Amendment”; and, collectively with the Original Agreement, the “Agreement”), the Parties agreed to extend the Due Diligence Period until the date hereof at 5:00 p.m. eastern standard time.

     WHEREAS, the Parties have now mutually agreed to further extend said Due Diligence Period as described herein. All terms not otherwise defined herein shall have the meanings set forth in the Agreement.

     NOW, THEREFORE, the Parties hereby agree as follows:

     Extension of Due Diligence Period.

     1. Anything contained in the Agreement notwithstanding, the Due Diligence Period under Section 2.2 of the Agreement shall hereby be extended for an additional period of forty-eight (48) hours, and thus shall be deemed to expire on Friday, December 16, 2005 at 5:00 p.m. eastern standard time.

     2. Except as expressly amended by this Amendment, the Agreement is hereby ratified and affirmed in all respects. This Amendment may be executed by the parties hereby in counterpart.

     3. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their personal representatives, successors, and assigns.

     4. This Amendment shall be interpreted and construed in accordance with the laws of the State of Maryland.

     IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first written above.

WITNESSES:	SELLER:
	MOR MONTPELIER LLC
	By: /s/ Mark Knobloch___(SEAL)
	Mark D. Knobloch, President
	FORBES BOULEVARD LLC
	By: /s/ Mark Knobloch___(SEAL)
	Mark D. Knobloch, President
	DERRY COURT LLC
	By: /s/ Mark Knobloch___(SEAL)
	Mark D. Knobloch, President
	PURCHASER:
	ASSET CAPITAL PARTNERS, L.P.
	By: ACC GP, LLC, its general partner
	By: Asset Capital Corporation, Inc., its Sole member
	By: /s/ Blair Fernau___(SEAL)
	Blair Fernau, Chief Investment Officer