SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE

THIS SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “Second Amendment’) is made and entered into as of the 28th day of December, 2010 by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as assignee of Preferred Apartment Communities, Inc., a Maryland corporation (“Purchaser”), and OXFORD SUMMIT DEVELOPMENT, LLC, a Georgia limited liability company (“Oxford”), andWILLIAMS REALTY FUND I, LLC, a Georgia limited liability company (“Williams”; Oxford and Williams are hereinafter referred to individually as a “Seller” and collectively as “Sellers”).

RECITALS

WHEREAS, Sellers and Purchaser entered into that certain Contract of Purchase and Sale dated as of September 29, 2010 with respect to that certain apartment project located in Forsyth  County, Georgia, as amended by that certain First Amendment to Contract of Purchase and Sale dated as of December 14, 2010 (collectively, the “Contract”); and

WHEREAS, Sellers and Purchaser now desire to amend and modify the Contract as set forth below.

NOW, THEREFORE, for and in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Purchaser hereby agree as follows:

1. All capitalized terms used herein and not otherwise defined shall have those meanings ascribed to such terms in the Contract.

2. In Section 3 of the Contract, the words and numbers “December 29, 2010” are hereby deleted in their entirety, and the words and numbers “February 15, 2011” are hereby inserted in lieu thereof.

3. Except as expressly amended herein, all terms and conditions of the Contract remain in full force and effect.

4. This Second Amendment may be executed via facsimile or electronic PDF counterpart and a facsimile or PDF signature page shall be deemed an original for purposes of this Second Amendment.

[SIGNATURES COMMENCE ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have hereto signed, sealed, and delivered this Second Amendment as of the date first above written.

PURCHASER:	PREFERRED APARTMENT COMMUNITIES OPERATING
	PARTNERSHIP, L.P., a Delaware limited partnership
	By:	Preferred Apartment Communities, Inc., a Maryland
		Corporation, its General Partner
		By:	/s/ John A. Williams
			John A. Williams, its President
			and Chief Executive Officer
	[SEAL]

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

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SELLERS:	OXFORD SUMMIT DEVELOPMENT, LLC,
	a Georgia limited liability company
		By:	/s/ W. Daniel Faulk, Jr.
			W. Daniel Faulk, Jr.,
			its Manager
	[SEAL]

WILLIAMS REALTY FUND I, LLC, a
Georgia limited liability company
By:	Williams Realty Fund Manager I, LLC,
	a Georgia limitedliability company,
	its Manager
	By:	Williams Realty Advisors, LLC, a
		Georgia limitedliability company,
		its Manager
		By:	/s/ John A. Williams, Jr.
			John A. Williams, Jr., its President
			and Chief Operating Officer
[SEAL]

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