EXHIBIT 10.6 SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE is dated effective August 27, 1997 (the "Amendment") and is by and between DL Creekside Business Park, LLC, a Delaware limited liability company (formerly known as Creekside Business Park, LLC), as Buyer, and Creekside Industrial Associates, a California general partnership, as Seller, on the following terms and conditions: R E C I T A L S: A. Seller and Buyer have entered into an Agreement of Purchase and Sale dated July 31, 1997 (the "Agreement") for the sale of the property commonly known as Creekside Business Park, Milpitas, California. B. The Agreement was modified by certain letters dated August 8 and August 13, 1997 pertaining to the Title Review Period and by First Amendment dated as of August 15, 1997 pertaining to certain condition precedents to Closing. C. Seller and Buyer desire to amend certain terms of the Agreement as more particularly set forth herein. D. Terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. The Closing Date shall be extended to a date on or before September 10, 1997. In consideration thereof, Seller and Buyer agree to each pay one half of the $3,500 extension fee charged by Seller's Lender to extend the maturity date. II. Except as modified by this Amendment, the Agreement shall remain in full force and effect. III. This Amendment may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute but one in the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment as of the first day and year written above. SELLER: CREEKSIDE INDUSTRIAL ASSOCIATES, a California general partnership By: Preferred Properties Fund 80, a California limited partnership, a general partner By: Montgomery Realty Company-80, a California limited partnership, its general partner By: Fox Realty Investors, a California general partnership, its general partner By: NPI Equity Investments II, Inc., a Florida corporation its general partner By: /s/ William H. Jarrard, Jr. Name: William H. Jarrard, Jr. Title: President By: Creekside Industrial Associates, Inc., a New York corporation, a general partner By: /s/ William H. Jarrard, Jr. Name: William H. Jarrard, Jr. Title: President BUYER: DL CREEKSIDE BUSINESS PARK, LLC, a Delaware limited liability company By: DT Creekside, L.P., a Delaware limited partnership, its managing member By: Mastersonco III, L.L.C., a Delaware limited liability company, its general partner By: /s/ Francis X. Tansey Francis X. Tansey Member