Exhibit 10(i)(j)

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 the purchasing parties identified on the Purchaser Information Schedule attached hereto as Schedule 3 , each having an address at 11766 Wilshire Boulevard, Suite 1450, Los Angeles, California 90025 (individually a “ Purchaser ” and collectively “ Purchasers ”), and is joined by AIMCO PROPERTIES, L.P., a Delaware limited partnership (the “ Guarantor ”).

RECITALS

A.        Sellers and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company, JRK PROPERTY HOLDINGS, INC., a California corporation (collectively, “ JRK ”) entered into that certain Agreement for Purchase and Sale and Joint Escrow Instructions, dated September 29, 2008, as amended by that certain First Amendment to Purchase and Sale Contract dated September 30, 2008, and that certain Second Amendment to Purchase and Sale Contract dated October 2, 2008 (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 those certain fifteen (15) separate Assignments and Assumptions of Agreement for Purchase and Sale and Joint Escrow Instructions dated October 10, 2008, JRK assigned its interests in the Agreement to the Purchasers, as set forth on Schedule 3 attached hereto.

C.        Sellers and Purchasers intend to further 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 Seller Financing Provision .  Section 4.6 of the Agreement, regarding the Seller Loans, is hereby deleted in its entirety and replaced with the following:

At Closing, Sellers (or such other AIMCO-affiliated entity as Sellers may select) will offer partial financing to the applicable Purchaser’s Designated Entities for Purchaser’s acquisition of (i) the Runaway Bay I Property, and (ii) the Webb Bridge Crossing Property (collectively, the “ Seller Loans ”).  The Seller Loans shall be in an amount equal to $3,250,000 with respect to Runaway Bay I and $2,200,000 with respect to Webb Bridge Crossing.  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 that Seller Loan; and (b) authorization for AIMCO or its designated affiliate to assume management responsibilities at the applicable Property in the event of a default by Purchaser (or the applicable Purchaser’s Designated Entity) under the applicable Seller Loan (regardless of whether a default has occurred under the senior Assumed Loan).  In the event the parties are unable to obtain an Assumption Lender’s consent to the imposition of a second lien on the applicable Property, such Seller Loan shall be secured by a pledge of 100% of the ownership interests in such Purchaser’s Designated Entity owning such Property and providing, without limitation, for AIMCO or its designated affiliate to assume management of the applicable entity and of the Property upon a default under such Seller Loan.  Interest shall be payable on the Runaway Bay I Seller Loan at a rate of 0% for the first three (3) years and at a rate of 4% each year thereafter until maturity.  Interest shall be payable on the Webb Bridge Crossing Seller Loan at a rate of 1.4% for the first three (3) years and at a rate of 4% each year thereafter until maturity.  Prior to the Closing Date, Purchaser and Sellers shall agree upon the forms of the loan documents to be executed by the parties with respect to the Seller Loans (including, without limitation, promissory notes, which shall not be subject to offset) (collectively, the “ Loan Documents ”). 

3.                   Amendment of Closing Date .  Section 6.2 of the Agreement, regarding the Closing, is hereby deleted in its entirety and replaced with the following: 

“6.2.     Closing Date .  The Closing for each of the Properties except the Copper Mill Property and the Cooper’s Pointe Property shall occur on October 22, 2008 and the Closing for the Copper Mill Property and the Cooper’s Pointe Property shall occur on October 24, 2008 (each, a “ Closing Date ”), through an escrow with Escrow Agent, whereby the Sellers, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  Notwithstanding the foregoing, with regard to the Copper Mill Property and the Cooper’s Pointe Property, Purchaser may elect, at its option and if unable to Close either such Property on October 24, 2008, to Close such Property on October 29, 2008, by written notice delivered to the applicable Seller on or before 1:00 p.m. PST on October 23, 2008.  In addition, if Purchaser has extended the Closing Date for either the Cooper’s Pointe Property or the Copper Mill Property as provided in the foregoing sentence, Purchaser may elect, at its option and if unable to Close either such Property on October 29, 2008, to Close such Property on October 31, 2008, by written notice delivered to the applicable Seller on or before 1:00 p.m. PST on October 28, 2008.  In the event that on or before October 30, 2008, Purchaser has not obtained Loan Assumption Approval for the Cooper’s Pointe Property, and Purchaser has used its best efforts to obtain such Loan Assumption Approval with respect to such Property, the Closing Date with respect to the Cooper’s Pointe Property shall automatically be extended to November 21, 2008 and the provisions of Section 5.7 of this Agreement shall apply.  If, under Section 5.7 Purchaser is unable to obtain Loan Assumption Approval by November 21, 2008 with respect to the Cooper’s Pointe Property and the applicable Seller has elected to convert Cooper’s Pointe to a Payoff Property, the Closing Date shall be thirty (30) days after the Cooper’s Pointe Seller gives notice of its election to convert the Property to Purchaser.

4.                   Amendment to Closing Deliveries with Respect to Cooper’s Pointe .  Each reference in Section 6.3(k) and in Section 6.4(h) to “Cooper’s Pointe” is hereby deleted from the Agreement.

5.                   Amendment to Closing Deliveries with Respect to Hibben Ferry I .  A new Section 6.3(m) is hereby added to the Agreement as follows:

6.3(m)  With respect to the Hibben Ferry I Apartments Property Closing, an assignment of such Seller’s interests under that certain Settlement Agreement Regarding Hibben Ferry II Homeowners Association, Inc. v. Hibben Ferry Recreation, Inc., Hibben Ferry I Apartment