Exhibit 10.42

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this “ Amendment ”) is made and entered into as of the 7th day of July, 2009 by and between CCIP/2 WINDEMERE, L.P. , a Delaware limited partnership (“ Seller ”), and DERBYSHIRE INVESTMENTS WINDEMERE, LLC, a Texas limited liability company (“ Purchaser ”).

WI T N E S S E T H :

WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Contract dated May 11, 2009 (the “ Contract ”) pertaining to the purchase and sale of that certain real property located in Harris County, Texas more particularly described on Exhibit A attached thereto and commonly known as Windemere Apartments (the “ Property ”);

WHEREAS, the parties intend to modify the Contract to reflect the foregoing, as more particularly set forth hereinafter.

AM E N D M E N T

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sellers and Purchaser hereby agree as follows:

1.                   Capitalized Terms .  All capitalized terms and phrases used herein shall have the same meanings given to them in the Contract. 

2.                   Credit .  A new Section 5.4.13 is hereby added to the Contract as follows:

5.4.13  Repair Credit .  At Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to $30,000.00 for repairs and replacements at the Property relating to termite damage.

3.                   911 Phones .  Seller hereby confirms that it has ordered “911 phones” for the Property and that such phones a