REINSTATEMENT OF AND FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.47

REINSTATEMENT OF AND FIRST AMENDMENT
TO PURCHASE AND SALE CONTRACT

            Reinstatement of and First Amendment to Purchase and Sale Contract (the “ Amendment ”) is made as of September 22, 2009, between CENTURY PROPERTIES FUND XIX, LP, with an address c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, CO 80237 (“ Seller ”) and WRH PROPERTIES INC., with an address at 100 Second Avenue, Suite 904, St. Petersburg, Florida 33701 (“ 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 June 8, 2009 (the “ Contract ”) with respect to the sale of certain property known as Tamarind Bay located in St. Petersburg, Florida, as described in the Contract;

            WHEREAS , pursuant to Section 3.2 of the Contract, Purchaser had a right to terminate the Contract by written notice given to Seller on or prior to July 8, 2009;

            WHEREAS , Purchaser exercised such termination right pursuant to that certain letter dated July 6, 2009 from Purchaser to Seller (the “ Termination Notice ”); and

            WHEREAS , Seller and Purchaser desire to (i) rescind the Termination Notice, (ii) reinstate the Contract in its entirety and (iii) amend the Contract 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 Contract, 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 Contract 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.  All of the terms of the Contract are hereby incorporated by reference as though originally set forth herein.

3.       Purchase Price .          The first 3 lines of Section 2.2 of the Contract are hereby deleted and replaced as follows:   “The total purchase price (" Purchase Price ") for the Property shall be an amount equal to Nine Million Twenty Five Thousand Dollars ($9,025,000.00), payable by Purchaser as follows:”

4.       Feasibility Period.      Purchaser's right to terminate the Contract pursuant to Section 3.2 thereof is hereby permanently waived, and Purchaser shall have no further right to terminate the Contract pursuant to the terms of said Section 3.2 .  Purchaser acknowledges and agrees that (i) Purchaser has completed its due diligence investigations of the Property and, without waiving any of the obligations or provisions of the Contract, accepts the Property as of the date of this Amendment subject to the “as-is” provisions of Section 6.2 of the Contract, (ii) the Initial Deposit being deposited with the Escrow Agent concurrently with the execution of this Amendment shall be non-refundable (except as otherwise provided for in the Contract) and (iii) Purchaser’s obligation to purchase the Property shall be conditional only as provided in Section 8.1 of the Contract or elsewhere as expressly set forth in the Contract.

5.       Rent Roll .  The Rent Roll and Arrears Report attached to the Contract as Schedule 5 is hereby replaced by the Rent Roll attached hereto as Exhibit A .

6.       Property Contracts .  Purchaser acknowledges that there are no Terminated Contracts and that all of the Property Contracts applicable to the Property shall be assumed at the Closing.

7.       Title Objections .  Purchaser’s right to object to any title matters set forth in the Title Documents and the Survey pursuant to Section 4.3 thereof is hereby permanently waived, and Purchaser shall have no further right to terminate the Contract pursuant to the terms of said Section 4.3 .  Purchaser acknowledges and agrees that Purchaser has completed its title investigation of the property and accepts title to the Property subject to all matters reflected on the proforma attached hereto as Exhibit B .  Notwithstanding anything to the contrary contained in the Co