Exhibit 10.146

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “ Third Amendment ”) is made and entered into as of the 21st 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.

RECITALS

A.        Sellers and Purchaser are parties to that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008 (the “ Agreement ”) pertaining to the purchase and sale of those certain real properties located in Georgia more particularly described on Exhibits A-1 through A-2 attached to the Agreement (the “ Properties ”). 

B.         Sellers and Purchaser intend to modify the Agreement as more particularly described below.

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.                   Seller Financing .  A new Section 4.7 to the Agreement is hereby added as follows:

4.7   Seller Financing .  At Closing, the Belmont Place Seller (or such other AIMCO-affiliated entity as such Seller may select) will offer partial financing to the applicable Purchaser’s Designated Entity for Purchaser’s acquisition of the Belmont Place Property (the “ Seller Loan ”).  The Seller Loan shall be in an amount equal to $2,250,000.  The applicable Seller and Purchaser shall cooperate, using commercially reasonable efforts, to obtain the consent of the applicable Assumption Lender to (a) the recording of a second lien mortgage or deed of trust, as applicable, against the applicable Property as security for