**AMENDED**AND **RESTATED**AGREEMENT OF **SALE**AND **PURCHASE**

**THIS AMENDED**AND **RESTATED**AGREEMENT OF **SALE**AND **PURCHASE**(this "Agreement") is made as of September 30, 2006, by and between SAN JOSE **LIMITED PARTNERSHIP,**a Texas limited partnership ("Seller"), and **AIMCO EQUITY**SERVICES, INC., a Virginia corporation with the right to assign its title and interest to San Jose Preservation, L.P., a Texas limited partnership ("Buyer").

**WITNESSETH:**

WHEREAS, Seller and Purchaser entered into that certain Agreement of Sale and Purchase dated as of November 28, 2005 (the **"Original Agreement")**concerning the Property (as hereinafter defined); and

WHEREAS, Seller and Purchaser desire to amend and restate the Original Agreement in its entirety.

NOW, THEREFORE, for and in consideration of the covenants and provisions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Original Agreement is hereby amended and restated in its entirety as follows:

1. Agreement to Sell and Purchase. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject to all of the terms and conditions of this Agreement, all of Seller's right, title and interest in and to the 220 unit residential apartment project commonly known as "San Jose Apartments", located in the City of San Antonio, Bexar County, Texas, consisting of the following:

(a)

Real Property. That certain tract of land more fully described on **Exhibit**A attached to this Agreement and incorporated herein by this reference, together with all improvements now or hereafter located thereon and all appurtenances thereto (including, without limitation, all easements, rights-of-way, water rights, mineral and timber rights, development rights, privileges, licenses, and other rights and benefits belonging to, running with the owner of, or in any way relating to the aforesaid tract of land and all trees, shrubbery and plants), together with all right, title and interest of Seller in and to any land lying in the bed of any street, opened or proposed, abutting such tract of land, and all right, title and interest of Seller in and to any unpaid award for the taking by eminent domain of any part of the aforesaid tract of land or for damage to such tract of land by reason of a change of grade of any street (collectively, the **"RealProperty");**and

(b)

Personal Property. All fixtures, furniture, equipment, elevators, and other personal property owned by Seller and attached or appurtenant to, or located in or on, or used in connection with the Real Property, together with all intangible personal property used in the ownership, operation or maintenance of the Real Property, with the exception, however, of any replacement reserves, escrow accounts, residual receipts accounts, cash or other funds (whether in petty cash or house "banks" or on deposit or in transit for deposit), utility or similar deposits,receivables, refunds, rebates or other claims, or any interest thereon, for the period or events occurring through the Closing Date, and insurance and other prepaid items (collectively, the **"Personal Property"**and, together with the Real Property, the **"Property").**

2. Purchase Price. The purchase price (the **"Purchase Price")**for the Property, subject to adjustments as provided in this Agreement, shall be Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00), and shall be paid as follows:

(a)

One Hundred and No/100 Dollars ($100.00) (the **"Initial Deposit")**is being paid upon execution of this Agreement by check drawn to the order of Seller. Seller acknowledges receipt of Buyer's check for the Initial Deposit.

(b)

Provided that this Agreement has not been terminated, Nine Thousand Nine Hundred and No/100 Dollars ($9,900.00) (the **"Second Deposit";**the Initial Deposit and the Second Deposit herein collectively called the **"Deposit")**shall be paid not later than five (5) days after the end of Inspection Period (as hereinafter defined) by check drawn to the order of Seller or by wire transfer of immediately available funds to an account specified by Seller. The Deposit shall be non-refundable except as set forth in this Agreement.

(c)

The balance of the Purchase Price shall be paid at "Closing" (as defined in Section 4(a)) by any of the following methods, at Buyer's election: in cash or by certified, cashier's or treasurer's check, or by wire transfer of immediately available funds.

3.

Defaults.

(a)

Upon Default.

(i)

If Buyer, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing, or otherwise defaults under or breaches this Agreement, Seller shall have the right to retain the Deposit as liquidated damages and not as a penalty. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy for Buyer's breach of this Agreement permitted by law or in equity against Buyer or any of Buyer's "Affiliates". For purposes of this Agreement, "Affiliates" shall mean any of a party's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives and agents. BUYER ACKNOWLEDGES **THAT**SELLER'S **DAMAGES UPON BUYER'S DEFAULT SHALL BE DIFFICULT TO CALCULATE AND THE DEPOSIT CONSTITUTES REASONABLE LIQUIDATED DAMAGES AND**NOT A PENALTY.

(ii)

If Seller, without the right to do so and in default of its obligations under this Agreement, fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right either (A) to be paid the Deposit, or (B) to specific performance and injunctive relief; Buyer waives any right to any and all other remedies for Seller's breach of this Agreement permitted by law or in equity against Seller or any of Seller's Affiliates, including any right to damages.