Village Green - First Amendment



Exhibit 10.58

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

           
First Amendment to Purchase and Sale Contract (this “Amendment”) is made
as of April 29, 2009, between CONCAP VILLAGE GREEN ASSOCIATES, LTD.
(“Seller”) and PMF ENTERPRISES CF INC. (“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract
dated as of March 20, 2009 (the “Agreement”) with respect to the sale of
certain property known as Village Green Apartments and located in Seminole
County, Florida, as described in the Agreement; and

           
WHEREAS, Seller and Purchaser desire to amend the Agreement on the terms
set forth herein. 

           
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 used
in this Amendment shall have the meanings given to them in the Agreement, except
as expressly otherwise defined herein.

2.     
Loan Assumption Approval Period.  The Loan Assumption
Approval Period, set forth in Section 4.5.9 of the Agreement, is hereby extended
to May 27, 2009. 

3.     
Closing Date.  Section 5.1 of the Agreement shall be deleted
and replaced as follows:  “The Closing shall occur on June 15, 2009 (as the
same may be extended as hereinafter provided, the "Closing
Date").  The Closing shall occur at the time set forth in
Section 2.2.4through an escrow with Escrow
Agent, whereby Seller, Purchaser and their attorneys need not be physically
present at the Closing and may deliver documents by overnight air courier or
other means.  Notwithstanding the foregoing to the contrary, Seller shall
have the option, by delivering written notice to Purchaser, to extend the
Closing Date to a date following the then scheduled Closing Date in order to
finalize the drafting with Lender and Lender's counsel of all documents
necessary or desirable to accomplish the Loan Assumption and Release.”

4.     
Miscellaneous.          
This Amendment (a)  supersedes all prior oral or written communications
and agreement between or among the parties with respect to the subject matter
hereof, and (b) may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile transmission, and any such
facsimile transmitted Amendment shall have the same force and effect, and be as
binding, as if original signatures had been delivered.  As modified hereby,
all the terms of the Agreement are hereby ratified and confirmed and shall
continue in full force and effect.

[Signature Page to Follow]


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

Seller:

 

CONCAP VILLAGE GREEN ASSOCIATES, LTD., a
Texas limited partnership

 

By: 
CCP/III VILLAGE GREEN GP, INC., a South Carolina corporation, its general
partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

Purchaser:

PMF ENTERPRISES CF,
INC.,
a Florida corporation

By: 
/s/Jerry Weston

Name: 
Jerry Weston
Title:  President