ANGELES PARTNERS X - FORM 8-K - EX-10.28 - EXHIBIT 10.28

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8-K - ANGELES PARTNERS X	ap10_8k.htm

Exhibit 10.28

SECOND AMENDMENT TO
PURCHASE AND SALE CONTRACT

THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Second Amendment") is made and entered into this 2^nd day of December, 2010 (the "Second Amendment Date") by and between CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP, a Michigan limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller") and CARRIAGE HILL MERIDIAN, LLC, a Michigan limited liability company, having a principal address at 2502 Lake Lansing Road, Suite C, Lansing, Michigan 48912-3661 ("Purchaser").

RECITALS:

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated October 18, 2010, as amended by that certain First Amendment to Purchase and Sale Contract dated November 11, 2010, and as assigned pursuant to that certain Assignment of Purchase and Sale Contract, dated December 1, 2010 (as amended and assigned, the "Contract"), for certain real property situated in the County of Ingham, State of Michigan, known as Carriage Hill Apartments and more specifically described in the Contract (the "Property"); and

WHEREAS, Seller and Purchaser desire to amend and ratify the Contract on the terms and conditions set forth below.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to amend the Contract as follows:

1. Section 4.7.3. Section 4.7.3 of the Contract is hereby deleted in its entirety and replaced with the following:

"4.7.3 Provided that Purchaser is not in default under this Section 4.7 or this Contract, Purchaser shall be permitted one 21-day extension of the Financing Approval Period specified in Section 4.7.1 by: (i) delivering written notice to Seller on or prior to expiration of the Financing Approval Period, and (ii) simultaneously with delivery of such notice to Seller, delivering to the Escrow Agent the amount of $50,000.00, which shall be held, credited and disbursed in the same manner as provided hereunder with respect to the Deposit."

2. Financing Approval Period. Seller and Purchaser agree and acknowledge that if Purchaser exercises its right to extend the Financing Approval Period in accordance with Section 4.7.3 of the Contract, the Financing Approval Period, as hereby extended, shall expire on Thursday December 23, 2010 at 5:00 p.m.

3. Section 5.1. The first sentence of Section 5.1 is hereby deleted in its entirety and replaced with the following:

"5.1 Closing Date. The Closing shall occur on (a) December 30, 2010, or (b) such earlier date as mutually agreed upon by Seller and Purchaser in writing (the "Closing Date") through 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."

4. General Provisions. The following provisions shall apply with respect to this Second Amendment:

(a) Except as modified herein, the Contract is in full force and effect and is hereby ratified by Purchaser and Seller.

(b) Capitalized terms not defined herein shall have the same meaning as set forth in the Contract.

(c) In the event of any conflict between the Contract and this Second Amendment, the terms and conditions of this Second Amendment shall control.

(d) This Second Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement. Executed copies hereof may be delivered by telecopier or electronic mail and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter.

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NOW, THEREFORE, the parties hereto have executed this Second Amendment as of the Second Amendment Date.

Seller:

CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP,

a Michigan limited partnership

By: CARRIAGE APX, INC.,

a Michigan corporation,