Exhibit 10.41  FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT  THIS
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this Amendment) is made as of
the 26 day of February, 2010 (the Amendment Date), by and betweenPARK CREST BUILDING 5 ASSOCIATES, LLC,a Virginia limited liability
company (Seller) having an address of c/o The Penrose Group, 8330 Boone
Boulevard, Suite 460, Vienna, Virginia 22182, andBEHRINGER HARVARD MULTIFAMILY OP I LP,a Delaware limited
partnership (Buyer) having an address of 15601 Dallas Parkway, Suite 600,
Addison, Texas, 75001.  R E C I T A L S:  A.            Seller and Buyer are
parties to that certain Purchase and Sale Agreement dated as of January 28,
2010 (the Agreement), for the purchase and sale of the property commonly
known as The Lofts at Park*Crest Condominium, located in McLean, Virginia.  B.            Buyer and Seller
desire to modify the terms of the Agreement pursuant to the terms and
conditions of this Amendment.  NOW
THEREFORE, in consideration of the mutual promises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:  1.             Incorporation of
Recitals; Definitions. The foregoing recitals are incorporated herein.
Capitalized terms not otherwise defined herein shall have the meaning given
such terms in the Agreement. Section numbers refer to the corresponding
section numbers in the Agreement.  2.             Master
Association Documents. The Amended and Restated Supplemental Declaration
for Park*Crest dated as of                            ,
2010 and recorded in Deed Book                at
Page               among
the Land Records of Fairfax County, Virginia [TO BE RECORDED] included on the
compact disk for Exhibit J to the Agreement, is hereby deleted in its
entirety and replaced with the attached Amended and Restated Supplemental
Declaration for Park*Crest.  3.             Lofts at
Park*Crest Condominium Documents. The Amended and Restated Supplemental
Declaration for Park*Crest dated as of                               ,
2010 and recorded in Deed Book                 at
Page                   among
the Land Records of Fairfax County, Virginia [TO BE RECORDED] included on the
compact disk for Exhibit K to the Agreement, is hereby deleted in its
entirety and replaced with the attached Amended and Restated Supplemental
Declaration for Park*Crest.  4.             Recordation of
Amended and Restated Supplemental Declaration for Park*Crest. Seller shall
have the Amended and Restated Supplemental Declaration for Park*Crest in the
form attached hereto executed and recorded among the Land Records of Fairfax
County, Virginia, prior to or concurrently with Closing.


4.           Ratification
and No Further Amendment.As modified by
this Amendment, the Agreement is fully ratified, adopted and approved by the
parties hereto effective as of the date of this Amendment. Except as expressly
set forth herein, the Agreement remains unmodified and in full force and
effect.  5.           Miscellaneous.This Amendment may be executed in multiple counterparts each of which
shall be deemed an original but together shall constitute one and the same
instrument. Each party has the right to rely upon a facsimile or e-mail
counterpart of this Amendment signed by the other party to the same extent as
if such party received an original counterpart.  [Remainder of page intentionally left
blank]


IN WITNESS WHEREOF, Seller and Buyer have executed
and delivered this Amendment as of the date first above written.  SELLER:PARK CREST BUILDING 5 ASSOCIATES, LLC,aVirginia limited liability companyBy:
  /s/ Olav B. Kollevoll, Jr.Name:
  Olav B. Kollevoll, Jr.Title:
  Vice PresidentBUYER:BEHRINGER HARVARD MULTIFAMILY OP I LP,a Delaware limited partnershipBy:
  BHMF, Inc.,a Delaware corporation, 
  its general partnerBy:
  /s/ Robert T. PoynterName:
  Robert T. PoynterTitle:
  Vice President