FIRST AMENDMENT OF



Exhibit 10.49

FIRST
AMENDMENT OF
PURCHASE AND SALE CONTRACT

           
THIS FIRST AMENDMENT OF PURCHASE
AND SALE CONTRACT(this “Amendment”) is
entered into effective as of the 26th  day of November, 2008
(the “Effective Date”), by and betweenCONSOLIDATED CAPITAL GROWTH
FUND, a California limited partnership, having an address at c/o AIMCO, 4582
South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
(“Seller”), and THE EMBASSY GROUP LLC, a New York limited
liability company, having a principal address at 3 College Road, Suite 203,
Airmont, New York 10952 (“Purchaser”).

RECITALS

A.       
Seller and Purchaser entered into that certain Purchase and Sale Contract, dated
as of October 28, 2008 (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.                 
Purchase Price and Deposit.  Section 2.2 of the
Contract is hereby deleted in its entirety and the following is substituted in
lieu thereof:

“Section
2.2. Purchase Price and Deposit. The total purchase price
(“Purchase Price”) for the Property shall be an amount equal to
$24,425,000, which amount shall be paid by Purchaser, as follows:

Section
2.2.1.  The parties acknowledge that Purchaser has previously delivered to
LandAmerica Commercial Services, c/o Margaret Newton, 1099 18th
Street, Suite 2850, Denver, CO 80202 (“Escrow Agent” or
“Title Insurer”) an initial deposit of $260,000 (the
“Initial Deposit”) by wire transfer of immediately
available funds (“Good Funds”).  The Initial Deposit shall be
held and disbursed in accordance with the escrow provisions set forth in
Section 2.3.

Section
2.2.2.  Immediately upon execution of this Amendment, Purchaser shall
deliver to Escrow Agent an additional deposit (the “Additional
Deposit”) of $463,704 by wire by transfer of Good
Funds.   The Additional Deposit shall be held and disbursed in
accordance with the escrow provisions set forth in
Section 2.3.   

Section
2.2.3.   The balance of the Purchase Price for the Property shall be
paid to and received by Escrow Agent by wire transfer of Good Funds no later
than 12:00 p.m. (in the time zone in which Escrow Agent is located) on the
Closing Date (or such earlier time as required by Seller’s lender).”

2.                 
Feasibility Period.  Seller and Purchaser acknowledge
that as of the Effective Date of this Amendment, the Feasibility Period as
defined in Section 3.1 of the Contract is expired, Purchaser has waived all
contingencies and the Deposit shall be non-refundable in accordance with Section
3.2 of the Contract.       

3.                 
Closing Date.  Section 5.1 of the Contract is hereby
amended in its entirety to provide as follows:

“The
Closing shall occur on or before December 12, 2008 at the time set forth in
Section 2.2.3 (the "Closing Date") through an escrow
with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be
physically present at the Closing and may deliver documents by overnight air
courier or other means.  Provided that Purchaser is not in default under
the terms of this Contract, Purchaser shall be permitted a one-time extension of
the Closing Date to December 29, 2008 by delivering written notice to Seller no
later than December 8, 2008.”

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.

 

[SIGNATURES
COMMENCE ON THE FOLLOWING PAGE]


IN WITNESS WHEREOF, Seller and Purchaser have
entered into this FIRST 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/John
Spiegleman                      

Name:  John
Spiegleman                     

Title:  Senior Vice
President                




Purchaser:

THE
EMBASSY GROUP LLC,

a
New York limited liability company

 

By: 
/s/David
Williams                          


Name:
 David
Williams                        


Title:  Managing
Member