Exhibit10AAA

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “ Second Amendment ”) is made and entered into as of the 2nd day of October, 2008, by and among by the selling parties identified on Seller Information Schedule attached as Schedule 1 to the Agreement (as that term is defined below) each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “ Seller ” and collectively “ Sellers ”), and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company and JRK PROPERTY HOLDINGS, INC., a California corporation, each having a principal address at 11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025 (collectively as “ Purchaser ”), or its permitted assignee or assignees as provided in Section 14.4 of the Agreement, and is joined by AIMCO PROPERTIES, L.P., a Delaware limited partnership (the “ Guarantor ”).

RECITALS

A.        Sellers and Purchaser are parties to that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008 (as amended, 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 ”).  In connection with the Agreement, Guarantor guaranteed certain payment obligations of the Sellers under the terms of the Agreement, as set forth therein.

B.         Pursuant to that certain First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions dated September 30, 2008 (the “ First Amendment ”), the parties agreed to amend and restate the Seller Information Schedule attached to the Agreement to reallocate the Base Purchase Prices for the Properties pursuant to Section 2.2.5 of the Agreement.

C.        Neither the Agreement, as originally executed, nor the First Amendment properly allocated the Applicable Shares of the Deposit as listed on the Seller Information Schedule.

D.        The parties wish to further amend the Agreement to properly allocate the Applicable Shares of the Deposit and to correct an additional typographical error in Section 2.2 of the Agreement.

Sellers and Purchaser intend to modify the Agreement in certain respects, 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 to Section 2.2 of the Agreement .  In the second sentence of Section 2.2 of the Agreement, the reference to “Section 2.2.6” is hereby deleted and replaced with “Section 2.2.5”. 

3.                   Amendment of Seller Information Schedule .  The Seller Information Schedule, attached as Schedule 1 to the Agreement, as replaced by Schedule 1-A attached to the First Amendment, is hereby amended and superceded by the further revised Seller Information Schedule attached to this Second Amendment as Schedule 1-B .  The further revised Seller Information Schedule reallocates the Applicable Shares of the Deposit as intended by the parties, taking into account the reallocations of the Base Purchase Prices set forth in the First Amendment.

4.                   Counterparts .  This Second Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment.  It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart.

5.                   Ratification .  Except as expressly set forth in this Second Amendment, all other terms and conditions of the Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby.

6.                   Governing Law .  This Second Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.

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NOW, THEREFORE, the parties he