April 11, 2011

Exhibit 10.2

April 11, 2011

VIA FACSIMILE AND FEDERAL EXPRESS

Xxxxxxx Xxxxxxxxx
Arbor Pointe, L.P.
c/x XxXxxxxxx Xxxxx Xxxxxxx, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000

Xxxxxxx Xxxxxx
Chicago Title Insurance Company
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Fax: (000) 000-0000

Re:  Real Estate Purchase and Sale Agreement with Escrow Instructions, dated as of February 16, 2011 (as amended by the certain First Amendment dated March 18, 2011, the “Purchase Agreement”) between ARBOR POINTE, L.P., an Ohio limited partnership, as Seller (“Seller”) and STEADFAST ASSET HOLDINGS, INC., a California corporation, or its assigns, as Buyer (“Buyer”) for the sale and purchase of certain “Property” (as defined in the Purchase Agreement) including a multi-family residential apartment building commonly known as Arbor Pointe located in Jefferson County, Kentucky. Capitalized terms not defined in this letter shall have the respective meanings assigned to such terms in the Purchase Agreement.

Xx. Xxxxxxxxx and Xx. Xxxxxx:

     In accordance with Section 18 of the Purchase Agreement, Buyer hereby notifies Seller that Buyer is hereby exercising its right under Section 18 to extend the Outside Closing Date one time for up to thirty (30) days beyond the initial Outside Closing Date (the “Extension”). The Deposit shall remain with the Escrow Agent and shall be subject to the terms and conditions of the Purchase Agreement. Nothing in this letter shall be deemed to waive any rights of Buyer or Seller as otherwise set forth in the Purchase Agreement.

	Very truly yours, SREADFAST ASSET HOLDINGS, INC.
	By:	/s/ Xxx Xxxxx Del Rio
		Name:	XXX XXXXX DEL RIO
		Title:	SECREATARY

April 11, 2011
Page 2

cc: Xxxxxx Xxxxxxx
SunAmerica Affordable Housing Partners
0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Fax: (000) 000-0000

Xxxxxx X. Xxxxx, Esq.
Xxxxx, Xxxxx & Xxxxxxxx
000 X. Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000