Exhibit 10.46

FOURTH AMENDMENT TO AGREEMENT FOR
PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS

THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “ Fourth Amendment ”) is made and entered into as of the 23rd day of October, 2008, by and among COOPER'S POINTE CPGF 22, L.P., a Delaware limited partnership, COPPER MILL CPGF 22, L.P., a Delaware limited partnership , and HIBBEN FERRY I APARTMENT PARTNERS, L.P., a Delaware limited partnership, each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “ Seller ” and collectively “ Sellers ”), and COOPER’S POINTE APARTMENTS, LLC, a Delaware limited liability company, COPPER MILL APARTMENTS, LLC, a Delaware limited liability company, and HIBBEN FERRY APARTMENTS, LLC, a Delaware limited liability company, each having an address at 11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025 (individually a “ Purchaser ” and collectively “ Purchasers ”).

RECITALS

A.        Sellers and certain of their affiliates listed on Schedule 1 to the Agreement (defined below), and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company, JRK PROPERTY HOLDINGS, INC., a California corporation (collectively, “ JRK ”) entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008, as amended by that certain First Amendment to Purchase and Sale Contract dated September 30, 2008, and that certain Second Amendment to Purchase and Sale Contract dated October 2, 2008, and that certain Third Amendment to Purchase and Sale Contract dated October 21, 2008 (the “ Agreement ”), pertaining to the purchase and sale of those certain real properties located in Colorado, Georgia, Ohio, South Carolina and Virginia, more particularly described on Exhibits A-1 through A-16 attached to the Agreement (the “ Properties ”). 

B.         Pursuant to those certain fifteen (15) separate Assignments and Assumptions of Agreement for Purchase and Sale and Joint Escrow Instructions dated October 10, 2008, JRK assigned its interests in the Agreement to the Purchasers and certain other entities as set forth on Schedule 3 attached hereto.

C.        The purchase and sale of each of the Bexley House, Big Walnut, Courtney Park, Governor’s Park, Runaway Bay I, Runaway Bay II, Scotch Pines East, Springhouse, Sycamore Creek, Village Gardens, Villas at Little Turtle and Webb Bridge Crossing Properties closed on October 22, 2008.

D.        Sellers and Purchasers desire to amend the Agreement to change the Closing Date for the Hibben Ferry I Property to Friday, October 24, 2008, as more particularly set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser hereby agree as follows:

1.                   Capitalized Terms .  All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Agreement. 

2.                   Amendment of Closing Date .  Section 6.2 of the Agreement, as amended by the Third Amendment to the Agreement, is hereby deleted in its entirety and replaced with the following: 

6.2.      Closing Date .  The Closing for each of the Properties except the Hibben Ferry I Property, the Copper Mill Property and the Cooper’s Pointe Property shall occur on October 22, 2008 and the Closing for the Hibben Ferry I Property, Copper Mill Property and the Cooper’s Pointe P