FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10P

FIRST AMENDMENT TO

PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this " First Amendment ") is made and entered into as of the 6th day of May, 2009 (the " First Amendment Date "), by and between PLAINVIEW APARTMENTS, L.P., a South Carolina limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (" Seller "), and NTS-PLAINVIEW ASSOCIATES, a Kentucky limited partnership, having a principal address at 1000 Stone Springs Way, Louisville, Kentucky 40223 (" Purchaser ").

RECITALS

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract dated as of April 6, 2009 (the " Contract ") with respect to the sale of certain Property identified therein.  Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Contract.

            WHEREAS, Seller and the Purchaser have agreed to modify the Purchase Price under the Contract, among other items, as more particularly set forth herein.

            NOW, THEREFORE, in consideration of the Contract, the covenants, promises, agreements, and conditions contained herein, and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.                   Purchase Price .  The Purchase Price as stated in Section 2.2 of the Contract is hereby amended to delete "$21,035,000" and substitute "$20,535,000."

2.                   Feasibility Period .  The Feasibility Period under the Contract shall be deemed to have expired for all purposes under the Contract on the First Amendment Date.  Purchaser hereby agrees that it has completed its review of the Property and hereby waives its right to further object (pursuant to Sections 3.2 or 4.3 of the Contract or otherwise) to any matter concerning the Title Documents, the Survey, the Property Contracts, the Leases, the Miscellaneous Property Assets