B. Stanton Breon

B. Upon the terms and conditions set forth herein , Buyer and Seller shall execute Articles of Merger in substantially the form attached hereto as Exhibit A and shall file such Articles of Merger in accordance with Texas law to effectuate the Merger.C. Seller has received a fairness opinion relating to the transactions contemplated hereby as more fully described herein.D. Parent , Buyer and Seller desire to make certain representations , warranties and agreements in connection with the transactions contemplated hereby.E. Parent and Buyer are unwilling to enter into this Agreement unless , contemporaneously with the execution and delivery of this Agreement , certain institutional holders of Seller's issued and outstanding common shares of beneficial interest , par value $0.10 per share , enter into agreements providing for certain actions relating to the Trust Common Shares owned by them , and such holders have entered into the Holders' Agreements.NOW , THEREFORE , in consideration of the premises and the representations , warranties , covenants and agreements contained herein , the parties hereto hereby agree as follows :.ARTICLE 1THE MERGER
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B. The parties desire to amend the Agreement in certain respects as hereinafter set forth.AGREEMENTSNOW , THEREFORE , for and in consideration of Ten Dollars in hand paid , the mutual covenants and agreements set forth herein , and other good and valuable consideration , all of which each party agrees constitutes sufficient consideration received at and before the execution hereof , the parties agree as follows :.1. Definitions.Except as otherwise provided in this Amendment , capitalized terms used in this Amendment shall have the same meanings ascribed thereto as are contained in the Agreement , which meanings are hereby incorporated herein by this reference.Notwithstanding the foregoing , the parties hereto agree and acknowledge that AIP-SWAG Operating , L.P. is hereby removed from the definition of Seller in the Agreement and is no longer a party to the Agreement.C-33
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B. The parties desire to amend the Agreement in certain respects as hereinafter set forth.C-35AGREEMENTSNOW , THEREFORE , for and in consideration of Ten Dollars in hand paid , the mutual covenants and agreements set forth herein , and other good and valuable consideration , all of which each party agrees constitutes sufficient consideration received at and before the execution hereof , the parties agree as follows :.1. DEFINITIONS.Except as otherwise provided in this Amendment , capitalized terms used in this Amendment shall have the same meanings ascribed thereto as are contained in the Agreement , which meanings are hereby incorporated herein by this reference.2. CLOSING DATE.
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/s/ B. STANTON BREON-----------------------------------Name : B. Stanton BreonTitle : Vice President

SELLER :

AMERICAN INDUSTRIAL PROPERTIES REIT , a Texas real estate investment trustBy :

B. Upon the terms and conditions set forth herein , Buyer and Seller shall execute Articles of Merger in substantially the form attached hereto as Exhibit A and shall file such Articles of Merger in accordance with Texas law to effectuate the Merger.C. Seller has received a fairness opinion relating to the transactions contemplated hereby as more fully described herein.D. Parent , Buyer and Seller desire to make certain representations , warranties and agreements in connection with the transactions contemplated hereby.E. Parent and Buyer are unwilling to enter into this Agreement unless , contemporaneously with the execution and delivery of this Agreement , certain institutional holders of Seller's issued and outstanding common shares of beneficial interest , par value $0.10 per share , enter into agreements providing for certain actions relating to the Trust Common Shares owned by them , and such holders have entered into the Holders' Agreements.NOW , THEREFORE , in consideration of the premises and the representations , warranties , covenants and agreements contained herein , the parties hereto hereby agree as follows :.ARTICLE 1THE MERGER
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B. The parties desire to amend the Agreement in certain respects as hereinafter set forth.AGREEMENTSNOW , THEREFORE , for and in consideration of Ten Dollars in hand paid , the mutual covenants and agreements set forth herein , and other good and valuable consideration , all of which each party agrees constitutes sufficient consideration received at and before the execution hereof , the parties agree as follows :.1. Definitions.Except as otherwise provided in this Amendment , capitalized terms used in this Amendment shall have the same meanings ascribed thereto as are contained in the Agreement , which meanings are hereby incorporated herein by this reference.Notwithstanding the foregoing , the parties hereto agree and acknowledge that AIP-SWAG Operating , L.P. is hereby removed from the definition of Seller in the Agreement and is no longer a party to the Agreement.C-33
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B. The parties desire to amend the Agreement in certain respects as hereinafter set forth.C-35AGREEMENTSNOW , THEREFORE , for and in consideration of Ten Dollars in hand paid , the mutual covenants and agreements set forth herein , and other good and valuable consideration , all of which each party agrees constitutes sufficient consideration received at and before the execution hereof , the parties agree as follows :.1. DEFINITIONS.Except as otherwise provided in this Amendment , capitalized terms used in this Amendment shall have the same meanings ascribed thereto as are contained in the Agreement , which meanings are hereby incorporated herein by this reference.2. CLOSING DATE.
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/s/ B. STANTON BREON-----------------------------------

Name : B. Stanton Breon

Title : Vice President

SELLER :AMERICAN INDUSTRIAL PROPERTIES REIT , a Texas real estate investment trustBy :

This management team, including James P. Ryan, B. Stanton Breon and Howard Huang, will continue to oversee the operations of the VEF Funds.
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Mr. Ryan and Mr. Breon will serve on the Board of Directors of VEF Holdings along with Lee Neibart and John Jacobsson, of Apollo.

The leadership at VEF includes James P. Ryan, B. Stanton Breon and Howard Huang, who were on board when the entity was part of Lend Lease.
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In addition, Ryan and Breon will serve on the board of directors of VEF Holdings with Apollo's Lee Neibart and John Jacobsson.

VEF Advisors Chief Executive Officer James P. Ryan leads the company with Howard C. Huang, Chief Investment Officer; and B. Stanton Breon, CFA, CPA, Chief Financial Officer, among others.
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B. Stanton Breon VEF Advisors, LLC 678-538-1915 sbreon@vefadvisors.com

VEF Advisors Chief Executive Officer James P. Ryan leads the company with Howard C. Huang, Chief Investment Officer; and B. Stanton Breon, CFA, CPA, Chief Financial Officer, among others.

B. Stanton Breon, CFA, CPA Chief Financial Officer

Mr. Breon is responsible for the financial management of the firm as well as overseeing the regional asset managers to ensure implementation and execution of asset specific enhancement programs.Mr. Breon began his career in 1980 with a regional public accounting firm in the Baltimore-Washington area.After a brief stint at an Atlanta, Georgia accounting firm, he joined The Equitable Life Assurance Society of the United States, working in New York.Mr. Breon then relocated back to Atlanta, part of a core group charged with moving the real estate accounting operation from New York to Atlanta.Mr. Breon then became responsible for establishing the Atlanta operation as a separate subsidiary of Equitable Life, having primary responsibility for establishing the corporate accounting function with respect to financial and tax reporting and compliance.In 1990, Mr. Breon joined the Philadelphia operations of Equitable Real Estate, serving as Director of Valuation and Mortgage Servicing, where he gained extensive valuation and loan workout experience.Mr. Breon moved back to Atlanta in 1993, serving as Vice President in the portfolio management area.He joined the Value Enhancement Fund team in 1994, working on the first Value Enhancement Fund.Mr. Breon is a Chartered Financial Analyst, and a Certified Public Accountant.He also holds the NASD Series 7 designation.He earned his Bachelor of Science in Accounting at Towson University and his MS in Real Estate at Georgia State University.