EXHIBIT 10



Exhibit 10.50

SECOND
AMENDMENT OF
PURCHASE AND SALE CONTRACT

           
THIS SECOND AMENDMENT OF PURCHASE
AND SALE CONTRACT(this “Amendment”) is
entered into effective as of the 10th day of December, 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 TEG LAKES LLC, a North Carolina 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, as amended by that certain First Amendment of Purchase
and Sale Contract dated November 26, 2008 (collectively, 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.                 
Escrow Agent.  Section 2.2.1 of the Contract is hereby
amended such that the term Escrow Agent or Title Insurer shall mean the
following: 

Stewart
Title Guaranty Company, c/o Ms. Wendy Howell, 1980 Post Oak Boulevard, Suite
610, Houston, Texas 77056 (“Escrow Agent” or “Title
Insurer”).

2.                 
Deposit Transfer.  Within one (1) Business Day of the
Effective Date of this Amendment, Purchaser shall direct the transfer of the
Deposit from LandAmerica Commercial Services, c/o Margaret Newton, 1099
18th Street, Suite 2850, Denver, CO 80202 (“Prior Escrow
Agent”) to Escrow Agent.  Purchaser shall be responsible for all
costs and expenses associated with such transfer, including but not limited to
any title cancellation fees of Prior Escrow Agent. 
   

3.                 
Notices.  The Notice address for Escrow Agent set
forth in Section 13.6 is hereby deleted in its entirety and replaced with
the following:


Stewart Title Guaranty Company

1980
Post Oak Boulevard, Suite 610

Houston,
Texas  77056

Attention: 
Wendy Howell

Telephone:
(713) 625-8161

Facsimile:
(713) 552-1703

E-Mail:
whowell@stewart.com

 

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.

[Remainder of page intentionally left blank;
signatures to follow]

 


IN WITNESS WHEREOF, Seller
and Purchaser have entered into this Second 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/Brian J.
Bornhorst
         Name: 
Brian J. Bornhorst
        
Title:  Vice President



 

 

Purchaser:

 

TEG
LAKES LLC,

a
North Carolina limited liability company

 

By: 
/s/David Willner

      
David Willner, Managing Member