THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.50

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Third Amendment to Purchase and Sale Contract (this “Amendment”) is made as of September 8, 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 and that certain Second Amendment to Purchase and Sale Agreement, dated August 6, 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