Consolidated Capital Institutional Properties 3 8-K Entry into a Material Definitive Agreement

Exhibit 10.95

TENTH AMENDMENT TO PURCHASE AND SALE CONTRACT
 FOR SIENNA BAY

This Tenth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of January 28, 2010 betweenCCIP/3 SANDPIPER, LLC,a Delaware limited liability company ("Seller") andDT GROUP DEVELOPMENT, INC.,a California Corporation(“Purchaser”).

W I T N E S S E T H:

           WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 14, 2009, as amended by (i) First Amendment to Purchase and Sale Contract for Sienna Bay dated as of October 8, 2009, (ii) Second Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 10, 2009, (iii) Third Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 12, 2009, (iv) Fourth Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 25, 2009, (v) Fifth Amendment to Purchase and Sale Contract for Sienna Bay dated as of December 11, 2009, (vi) Sixth Amendment to Purchase and Sale Contract for Sienna Bay dated as of December 28, 2009, (vii) Seventh Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 8, 2010, (viii) Eighth Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 12, 2010 and (ix) Ninth Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 19, 2010 (collectively, the “Contract”), with respect to the sale of that certain property known as Sienna Bay, having an address at 10501 3rdStreet North, St. Petersburg, FL 33716, and as more particularly described in the Contract; and

           WHEREAS, Seller and Purchaser desire to amend certain provisions of the Contract as hereinafter set forth.

           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 Contract, except as expressly otherwise defined herein.

2.Automatic Termination of Contract. The Solana Seller and Purchaser have entered into the Solana Contract for the property known as Solana Vista.  If the Solana Seller, an affiliate of Seller, has not received the additional $1,000,000 deposit, due under that certain Tenth Amendment to Purchase and Sale Contract for Solana Vista dated as of the date hereof, prior to the earlier of (a) the Closing or (b) 5:00 p.m. on February 16, 2010 (time being of the essence), then such failure to post such additional deposit monies shall constitute an immediate default by Purchaser under the Contract, the Contract shall immediately terminate, Seller shall retain the full Deposit (i.e., $1,500,000) now held by Seller, and neither party shall have any further rights or obligations under the Contract (except for those provisions that expresslysurvive a termination of the Contract).

3.Waiver.           Purchaser hereby waives and releases any and all (i) claims that Purchaser may have against Seller as of the date hereof with respect to the Contract and (ii) defenses that Purchaser may have as of the date hereof against Seller with respect to Seller’s enforcement of the terms of the Contract.  Purchaser represents that (x) to the best of its acknowledge, as of the date hereof Seller is not in default of any of the terms and provisions of the Contract and (y) Seller has, at all times, acted in good faith with respect to the Contract and all negotiations with respect thereto and has cooperated fully with all requests of Purchaser with respect to the Property and the terms of the Contract.

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 Contract are hereby ratified and confirmed and shall continue in full force and effect.

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

Seller:

CCIP/3 SANDPIPER, LLC, a Delaware limited liability company

By:    CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership, its member

By:    CONCAP EQUITIES, INC., a Delaware corporation, its general partner

By:/s/Trent A. Johnson

Name:  Trent A. Johnson

Title:  Vice President

Purchaser:

DT GROUP DEVELOPMENT, INC, a California corporation

By:  /s/Daniel Markel
Name:  Daniel Markel
Title:  President and CEO

EXHIBIT A

Wire Instructions

Bank:	Wachovia  (Charlotte, NC)
ABA #:	053-000-219
Account Number:	2000010968907
Account Name:	AIMCO Properties Partnership Concentration Account
Reference:	CCIP/3 Sandpiper, LLC - 005681sale deposit