FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.81

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Fifth Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of July 23, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”) and HAMILTON ZANZE & COMPANY, a California corporation, with an address at 37 Graham Street, Suite 200B, San Francisco, California 94129 (“ Purchaser ”).

W I T N E S S E T H:

            WHEREAS , Seller and Purchaser entered into a Purchase and Sale Contract dated as of May 12, 2009 as amended by (i) that certain First Amendment to Purchase and Sale Contract dated as of June 4, 2009 (ii) that certain Reinstatement of and Second Amendment to Purchase and Sale Contract dated as of July 1, 2009, (iii) that certain Third Amendment to Purchase and Sale Contract dated as of July 10, 2009 and (iv) that certain Fourth Amendment to Purchaser and Sale Contract dated as of July 20, 2009 (collectively, the “ Agreement ”) with respect to the sale of certain property known as The Knolls located in El Paso County, Colorado, as described in the Agreement; and

            WHEREAS , Seller and Purchaser desire to amend the Agreement on the terms set forth herein.

            NOW, THEREFORE , in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.       Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2.       Initial Deposit .           The Initial Deposit is non-refundable, subject to the provisions of Section 2.2.5 (ii), (iii), (iv) and (v) .

3.       Feasibility Period .      Purchaser's right to terminate the Agreement pursuant to Section 3.2 thereof is hereby permanently waived, and Purchaser shall have no further right to terminate the Agreement pursuant to the terms of said Section 3.2 .

4.       Additional Deposit .    No later than 5:00 p.m. on Wednesday, July 29, 2009, Buyer shall deliver the Additional Deposit to E