Amendment And Acknowledgement To Master Formation And Contribution

Exhibit 10.1

AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION

AND CONTRIBUTION AGREEMENT

This AMENDMENT AND EXHIBIT ACKNOWLEDGEMENT TO MASTER FORMATION AND CONTRIBUTION AGREEMENT (this " Amendment" ), dated as of November 2, 2006, is entered into by and between, ARIZONA LAND INCOME CORPORATION, an Arizona corporation (together with any successor by merger, " AZL" ), and POP VENTURE, LLC, a Delaware limited liability company (" POP" ).

A. The parties hereto have entered into that certain Master Formation and Contribution Agreement, dated as of October 3, 2006 (the " Master Agreement" ).

B. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings respectively ascribed to them in the Master Agreement.

C. The Master Agreement provides that POP, POP Affiliates, POP Members or other affiliates shall invest $5,000,000 in cash for Common Units and Surviving Corporation Common Stock at the Adjusted Per Share Value. The Master Agreement also provides that AZL and POP shall use commercially reasonable efforts to agree, within 30 days following the date of the Master Agreement, to the forms of the Management Advisory Agreement, Registration Rights Agreement, Surviving Corporation Articles, Surviving Corporation By-laws, UPREIT Agreement, UPREIT Certificate and Non-Competition Agreement.

D. The market price of the Class A common stock of AZL on the trading date immediately preceding the date of this Amendment substantially exceeded the Adjusted Per Share Value. The parties desire to amend the terms of the Master Agreement to alter the subscription rights of POP, POP Affiliates, POP Members or other affiliates of POP under the Master Agreement in order to more equitably allocate the benefits of the foregoing between POP, POP Affiliates, POP Members or other affiliates of POP, on the one hand, and the existing shareholders of AZL, on the other hand. E. The parties have agreed to the forms of the Management Advisory Agreement, Registration Rights Agreement, Surviving Corporation Articles, Surviving Corporation By-laws, UPREIT Agreement, UPREIT Certificate and Non-Competition Agreement.

F. The parties hereto desire to amend and modify the Master Agreement in accordance with the terms and subject to the conditions set forth in this Amendment. As amended and modified by this Amendment, the Master Agreement may be referred to as the " Agreement ."

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valua ...