REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.76

REINSTATEMENT OF AND AMENDMENT
TO PURCHASE AND SALE CONTRACT

            Reinstatement of and Amendment to Purchase and Sale Contract (the “ Amendment ”) is made as of June 1, 2009, between CCIP SOCIETY PARK EAST, L.L.C. (“ Seller ”) and CD 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 April 21, 2009 (the “ Agreement ”) with respect to the sale of certain property known as The Dunes Apartment Homes located in Brevard County, Florida, as described in the Agreement;

            WHEREAS , pursuant to Section 3.2 of the Agreement, Purchaser had a right to terminate the Agreement by written notice given to Seller on or prior to May 5, 2009;

            WHEREAS , Purchaser exercised such termination right pursuant to that certain letter dated May 5, 2009 from Purchaser to Seller (the “ Termination Notice ”); and

            WHEREAS , Seller and Purchaser desire to (i) rescind the Termination Notice, (ii) reinstate the Agreement in its entirety and (iii) 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.       Reinstatement.           Purchaser hereby rescinds the Termination Notice.  Seller and Purchaser hereby agree that (i) the Termination Notice is null and void and (ii) the Agreement is hereby reinstated in its entirety, as amended herein, and is hereby ratified and affirmed in all respects, as if the Termination Notice had never been given by Purchaser.

3.       Purchase Price .  The first 3 lines of Section 2.2 of the Agreement shall be deleted and replaced as follows:   “The total purchase price (" Purchase Price ") for the Property shall be an amount equal to Six Million Three Hundred Thousand  Dollars ($6,300,000.00), payable by Purchaser as follows:”

4.       Additional Deposit .  Notwithstanding anything to the contrary in the Agreement, within 1 Business Day following the date of this Amendment, Purchaser shall deliver to Escrow Agent the Additional Deposit by wire transfer of Good Funds.

5.       Right to Terminate .   Purchaser's right to terminate the Agreement pursuant to Section 3.2 thereof is hereby permanently waived, and Purchaser shall have no