FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.78

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

            This First Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of August 4, 2009, between CCIP/3 WILLIAMSBURG MANOR, LLC (“ Seller ”) and THE EMBASSY GROUP LLC (“ 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 July 14, 2009 (the “ Agreement ”) with respect to the sale of certain property known as Williamsburg Manor Apartments and located in Wake County, North Carolina, 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.       Closing Date .  Section 5.1 of the Agreement shall be deleted and replaced as follows: 

“The Closing shall occur on August 24, 2009 (the “ Closing Date ”) through an escrow with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  Notwithstanding the foregoing to the contrary, Seller shall have the option, by delivering written notice to Purchaser, to extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the first sentence of this paragraph, or to such other date (either in the same month or the next month) as Seller reasonably determines is desirable in connection with the Loan Payoff, provided that in no event shall such extension be beyond the expiration of