Exhibit 99.2


AGREEMENT OF Purchase and sale

This Amendment to Agreement of Purchase and Sale (this“Amendment”) is made and entered into asof this 19th day of June, 2006 between FIRST INDUSTRIAL HARRISBURG, L.P., aDelaware limited partnership (“Seller”), and CORNERSTONE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Purchaser”).


WHEREAS, Purchaser and Seller entered into thatcertain Agreement of Purchase and Sale and Joint Escrow Agreement, dated as of June 16,2006 (the “Agreement”), regarding thatcertain real property commonly known as 14912, 14920, 14928, and 14938Shoemaker Avenue, Santa Fe Springs, California; and

WHEREAS, Purchaser andSeller wish to modify certain terms of the Agreement as provided herein.

NOW, THEREFORE, for goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Purchaser and Seller hereby affirm the foregoing recitals andagree as follows:

1.             Capitalized Terms. Capitalized termsused and not defined herein shall have the definitions given to them in theAgreement.

2.             Closing. The term “June 30, 2006”in the fifth line of Section 3.2 of the Agreement is hereby deleted andreplaced with “June 28, 2006”.

3.             Title Review Period. Section 7.4.1of the Agreement is hereby revised as follows:

(a)           The TitleReview Period shall terminate at 5:00 p.m. (Chicago time) on June 21,2006.

(b)           The following language is herebydeleted from the second sentence of Section 7.4.1:  “; provided, however, that Purchaser shall bedeemed to have timely delivered a Purchaser’s Defect Notice with respect to anyUpdated Survey if such Purchaser’s Defect Notice is delivered within two (2) businessdays after receipt thereof”.

(c)           Seller’s Election Period shall expireat 12:00 p.m. (Chicago time) on June 22, 2006.

(d)           The parenthetical in the first fullsentence on page 8 of the Agreement is hereby deleted and replaced withthe following: “(on or before the Approval Date)”.

4.             Environmental Insurance Policy. Itshall be a condition precedent to Purchaser’s obligation to proceed to Closingthat Seller deliver to Purchaser on or prior to Closing a binding commitmentfor:

Premises PollutionLiability (PPL), Pollution Legal Liability (or commercially reasonableequivalent), covering Purchaser and its designated affiliates, from one of thefollowing carriers, AIG, ACE, XL, CHUBB or Zurich, which at the time of bindingshall be no less than A-rated,  providingthe coverages set forth below for the Property:

·Bodily Injury, Property Damage and Remediation Costs for pre-existing unknownpollution conditions (i.e. soil or groundwater impacts not identified in Seller’sexisting environmental reports)

·Third party claims for Bodily Injury and Property Damage for known pollutionconditions (i.e. those conditions identified in Seller’s existing environmentalreports)

·Govenmentally-mandated Remediation Costs relating to known pollution conditions(i.e. those conditions identified in Seller’s existing environmental reports.)

Such policy shall includethose customary Schedules/Endorsements required to establish the coverageslisted above.

$3,000,000 Limit (perincident/aggregate, with respect to the Property and the Front Buildings)/  $ 100K deductible/self-insured retention / 5year term

The premium willbe a one time payment for 5 years of coverage, with documentation reasonablysatisfactory to Purchaser confirming payment by Seller.

Capitalized termsabove shall have the meanings typically accorded such terms in the PremisesPollution Liability or commercially reasonable equivalent policies underwrittenand issued by the insurance carriers listed above. In the event that suchcondition precedent fails, Purchaser may, as its sole and exclusive remedy,terminate the Agreement by written notice to Seller and receive a return of theDeposit.

5.             Full Force and Effect. Except asotherwise expressly provided herein, the Agreement shall be in full force andeffect in accordance with its terms.

6.             Counterparts and Facsimile Signatures.This Amendment and any document executed in connection herewith may be executedin counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute the same document. Facsimile machine copies of anoriginal signature by either party shall be binding as if said copies wereoriginal signatures.

[Signature page follows.]

IN WITNESS WHEREOF, theparties have caused this Amendment to be executed as of the day and year firstabove written.





FIRST INDUSTRIAL HARRISBURG, L.P., a Delaware limited partnership



First Industrial Harrisburg Corporation, a Maryland corporation










/s/ Donald R. Stoffle




Donald R. Stoffle




Authorized Signatory






, a Delaware limited



Cornerstone Core Properties REIT, Inc.,
a Maryland corporation, its General Partner










/s/ Dominic Petrucci




Dominic Petrucci