Exhibit 10.66

SECOND AMENDMENT TO
AGREEMENT OF SALE AND PURCHASE

        THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Second Amendment”) is entered into as of the 18th day of October, 2004, by and between MACK-CALI TEXAS PROPERTY L.P., a Texas limited partnership (“Seller”), and CENTENNIAL ACQUISITION COMPANY, a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively, “Purchaser”).

        A.     Seller and Purchaser entered into that certain Agreement of Sale and Purchase dated as of August 10, 2004, as amended by that certain Amendment to Agreement of Sale and Purchase between Seller and Purchaser dated as of October 12, 2004 (as amended to date, the “Purchase Agreement”). All capitalized terms used but not defined herein shall have the meaning given such terms in the Purchase Agreement.

        B.     Seller and Purchaser now desire to amend the Purchase Agreement as set forth below.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:

        1.    Evaluation Period.   The expiration of the Evaluation Period is hereby extended to 5:00 p.m. Eastern Time on October 20, 2004.

        2.    Reaffirmation.   Except as modified by this Second Amendment, the Purchase Agreement is hereby ratified and confirmed and in full force and effect. In the event of a conflict between the terms of this Second Amendment and the Purchase Agreement, the terms of this Second Amendment shall control.

        3.    Counterparts.   This Second Amendment may be executed in any number of counterparts, all of which taken together will constitute one and the same Second Amendment, and the signature page of any counterpart may be removed therefrom and attached to any other counterpart. This Second Amendment shall be legally binding upon receipt by each party of the facsimile or the original signature of Seller and of Purchaser.

      [SIGNATURES FOLLOW ON NEXT SUCCEEDING PAGE]



        IN WITNESS WHEREOF the parties have executed this Second Amendment as of the day and year first above written.

PURCHASER:

CENTENNIAL ACQUISITION COMPANY

By:  /s/ Steven H. Levin
——————————————
Name:  Steven H. Levin
Title:  President



WARAMAUG ACQUISITION CORP.

By:  /s/  Cindy Nelson
——————————————
Name:  Cindy Nelson
Title:  Vice President



SELLER:

MACK-CALI TEXAS PROPERTY L.P.

By:  Mack-Cali Sub XVII, Inc., its general partner


      By:  /s/  Roger W. Thomas
      ———————————
      Name:  Roger W. Thomas
      Title:  Executive Vice President
                   and General Counsel


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