SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.46

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Second Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of September 4, 2009, between ANGELES INCOME PROPERTIES, LTD. II , a California limited partnership, with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”) and LIGHTHOUSE PROPERTY INVESTMENTS, LLC , a New Jersey limited liability company, with an address at 2 Executive Drive, Suite 470, Fort Lee, NJ 07024 (“ 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 August 5, 2009 and that certain First Amendment to Purchase and Sale Contract dated as of August 25, 2009 (collectively, the “ Contract ”) with respect to the sale of certain property known as Deer Creek Apartments located in Middlesex County, New Jersey, as described in the Contract; and

            WHEREAS , Seller and Purchaser desire to 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.       Right to Terminate .   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) it has completed its due diligence investigations of the Property and accepts the Property (including, without limitation, the physical and financial condition of the Property) as of the date of this Amendment in its current “as is”, “where is” condition, “with all faults”, (ii) the Initial Deposit currently being held by Escrow Agent is 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.

3.       Closing Credit .  At the Closing, Purchaser shall receive a credit against the Purchase Price in the amount of $750,000 in connection with certain capital improvements and repairs to the Property.

4.       Loan Assumption Application Submittal Deadline .  The first sentence of Section 4.7.5 is hereby deleted and replaced as follows: “Purchaser further acknowledges that the Assumed Loan Documents require the satisfaction by Purchaser of certain requirements as set forth therein to allow for the Loan Assumption and Release.  Accordingly, Purchaser, at its sole cost and expense and on or prior to September 9, 2009 (the “ Loan Assumption Application Submittal Deadline ”), shall satisfy the requirements set forth in the Assumed Loan Documents to allow for the Loan Assumption and Release, including, without limitation, submitting a substantially complete application to each o