SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT

Exhibit 10.50

SECOND AMENDMENT OF
PURCHASE AND SALE CONTRACT

            THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 10^th day of December, 2008 (the “Effective Date”), by and betweenCONSOLIDATED CAPITAL GROWTH FUND, a California limited partnership, having an address at c/o AIMCO, 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Seller”), and TEG LAKES LLC, a North Carolina limited liability company, having a principal address at 0 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000 (“Purchaser”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of October 28, 2008, as amended by that certain First Amendment of Purchase and Sale Contract dated November 26, 2008 (collectively, the “Contract”), regarding real property located in Wake County, North Carolina and more particularly described in the Contract.

B.         Seller and Purchaser desire to make modifications to 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. Escrow Agent.  Section 2.2.1 of the Contract is hereby amended such that the term Escrow Agent or Title Insurer shall mean the following:

Xxxxxxx Title Guaranty Company, c/o Xx. Xxxxx Xxxxxx, 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (“Escrow Agent” or “Title Insurer”).

2. Deposit Transfer.  Within one (1) Business Day of the Effective Date of this Amendment, Purchaser shall direct the transfer of the Deposit from LandAmerica Commercial Services, c/o Xxxxxxxx Xxxxxx, 0000 00^xx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (“Prior Escrow Agent”) to Escrow Agent.  Purchaser shall be responsible for all costs and expenses associated with such transfer, including but not limited to any title cancellation fees of Prior Escrow Agent.     

3. Notices.  The Notice address for Escrow Agent set forth in Section 13.6 is hereby deleted in its entirety and replaced with the following:

Xxxxxxx Title Guaranty Company

0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000

Xxxxxxx, Xxxxx  00000

Attention:  Xxxxx Xxxxxx

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

E-Mail: xxxxxxx@xxxxxxx.xxx

4. Effectiveness of Contract.  As modified hereby, the Contract is hereby reinstated, ratified, confirmed and approved by the Purchaser and Seller in all respects, and shall remain in full force and effect in accordance with the terms and conditions thereof as hereby modified.

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

6. Telecopied Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied 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.

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

Seller:

CONSOLIDATED CAPITAL GROWTH FUND,
a California limited partnership

By:    CONCAP EQUITIES, INC.,
a Delaware corporation,
its managing general partner

By:  /s/Xxxxx X. Xxxxxxxxx
         Name:  Xxxxx X. Xxxxxxxxx
         Title:  Vice President

Purchaser:

TEG LAKES LLC,

a North Carolina limited liability company

By:  /s/Xxxxx Xxxxxxx

       Xxxxx Xxxxxxx, Managing Member