Second AMENDMENT OF Purchase and Sale CONTRACT

Exhibit 10.20

Second AMENDMENT OF Purchase and Sale CONTRACT

THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT (this “Amendment”) is entered into effective as of the 10th day of July, 2009 (“ Effective Date”), by and betweenCENTURY PROPERTIES FUND XV, a California limited partnership,having an address at c/o AIMCO, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“ Seller”), and RRM – I, LLC, a Louisiana limited liability company, having a principal address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“ Purchaser”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of May 6, 2009 and effective as of May 12, 2009 as amended by the First Amendment of Purchase and Sale Contract with an effective date of June 26, 2009 (collectively, the “ Contract”), regarding real property located in Dallas County, Texas and more particularly described in the Contract.

B.         Seller and Purchaser desire to amend the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1. Incorporation of Recitals.  The foregoing recitals are true and correct and are incorporated herein by reference.

2. Extension of Loan Approval Period.  Purchaser and Seller agree that the Loan Approval Period, as set forth in Section 4.5.11 of the Contract, which is currently in effect, shall expire on July 17, 2009.

3. Extension of Feasibility Period.  Purchaser and Seller agree that the term “Feasibility Period”, as defined in Section 3.1 of the Contract, shall be the period from the Effective Date to and including July 17, 2009.

4. Counterparts.  This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document.

5. Telecopied/Electronic Mail Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied or sent by electronic mail to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Amendment.

IN WITNESS WHEREOF, Seller and Purchaser have entered into this Amendment as of the date first above stated.

SELLER:

CENTURY PROPERTIES FUND XV,

a California limited partnership

By:      FOX CAPITAL MANAGEMENT CORPORATION,

    a California limited partnership,

    its general partner

By:  /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title:  Vice President

PURCHASER:

RRM – I, LLC,

a Louisiana limited liability company

BY:    ROEMER, ROBINSON, MELVILLE &

          CO., LLC,

          a Louisiana limited company,

          its manager

By:  /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇

Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇

Title:     Manager/Director