SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.49

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Second Amendment to Purchase and Sale Contract (this “Amendment”) is made as of August 6, 2009 between CENTURY PROPERTIES GROWTH FUND XXII, LP , a Delaware limited partnership (" Seller ") and AUTUMN RUN APARTMENTS, LLC (“ Purchaser ”).

W I T N E S S E T H:

            WHEREAS , Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of July 15, 2009, with respect to the sale of certain property described therein (as amended by that certain First Amendment to Purchase and Sale Agreement, dated August 5, 2009, collectively, the “ Agreement ”); and

            WHEREAS , Sellers and Purchaser desire to amend certain provisions of the Agreement.

            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.       Closing Credit.           Notwithstanding any provision of the Agreement to the contrary, at the Closing, Seller shall provide to Purchaser a credit against the Purchaser Price in the amount of One Hundred Fifty Thousand  Dollars ($150,000.00) in connection with certain deferred maintenance and repairs at the Property. 

3.       Additional Deposit .    Notwithstanding anything to the contrary contained in Section 2.2.2 of the Agreement,