FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.45

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

            This First Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of August 25, 2009, between ANGELES INCOME PROPERTIES, LTD. II , a California limited partnership, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”) and LIGHTHOUSE PROPERTY INVESTMENTS, LLC , a New Jersey limited liability company, with an address at 2 Executive Drive, Suite 470, Fort Lee, NJ 07024 (“ 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 August 5, 2009 (the “ Agreement ”) with respect to the sale of certain property known as Deer Creek Apartments located in Middlesex County, New Jersey, 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