FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.58

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

            First Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of April 29, 2009, between CONCAP VILLAGE GREEN ASSOCIATES, LTD. (“ Seller ”) and PMF ENTERPRISES CF INC. (“ 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 March 20, 2009 (the “ Agreement ”) with respect to the sale of certain property known as Village Green Apartments and located in Seminole County, Florida, 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.       Loan Assumption Approval Period .   The Loan Assumption Approval Period, set forth in Section 4.5.9 of the Agreement, is hereby extended to May 27, 2009.

3.       Closing Date .  Section 5.1 of the Agr