FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT

Exhibit 10.23

FIRST AMENDMENT OF
PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT OF PURCHA SE A ND SA LE CONTRACT ( this “ Amendment ”) is entered into effective as of the 7 ^th day of August, 2009 (“ Effective Date ”), by and between THE TRAILS, L.P. , a South Carolina limited partnership,having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”), and WHITE EAGLE PROPERTY GROUP, LLC , a New York limited liability company, having a principal address at 386 Route 59, Suite 201, Monsey, New York 10952 (“ Purchaser ”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of June 24, 2009 (the “ Contract ”), regarding real property located in Davidson County, Tennessee and more particularly described in the Contract.

B.         Seller and Purchaser desire to amend the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1.                   Incorporation of Recitals .   The foregoing recitals are true and correct and are incorporated herein by reference.

2.                   Purchase Price .  The total Purchase Price for the Property shall be reduced by $275,000.00 such that the Purchase Price shall be $11,475,000.00 .

3.                   Additional Deposit .  Purchaser shall deliver the Additional Deposit, as defined in Section 2.2.2 of the Contract, to Escrow Agent by wire transfer of Good Funds on or before August 10, 2009.  The Deposit shall be non-refundable.

4.                   Feasibility Period and Loan Approval Period .  Purchaser hereby acknowledges and agrees that the Feasibility Period and the Loan Approval Period will expire on August 10, 2009, and Purchaser’s rights to terminate the Contract pursuant to Section 3.2 and Section 4.5.9 w