THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

Exhibit 10.4

THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of the 11th day of October, 2007, by and between CABANA BEACH OF SAN MARCOS, L.P., a Delaware limited partnership, and CABANA SOUTH BEACH APARTMENTS LP, a Delaware limited partnership (collectively, “Seller”), and EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland corporation (“Purchaser”).

R E C I T A L S

WHEREAS, Seller and Purchaser entered into that certain Real Estate Purchase and Sale Agreement with an effective date of September 13, 2007, as amended by that certain First Amendment to Real Estate Purchase and Sale Agreement dated as of October 1, 2007, and by that certain Second Amendment to Real Estate Purchase and Sale Agreement dated as of October 9, 2007 (the “Second Amendment”) (collectively, the “Purchase Agreement”), whereby Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller that certain real property commonly known as Cabana Beach Apartments and located at 1250 Sadler Drive, San Marcos, Texas, and Cabana Beach Apartments (the “San Marcos Property”) and located at 1601 SW 51st Terrace. Gainesville, Florida (the “Gainesville Property” and together with the San Marcos Property, the “Property”), as more particularly described in the Purchase Agreement; and

WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, Seller and Purchaser agree as follows:

[The balance of this page has intentionally been left blank. Signature page follows.]

IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment on the date set forth above.

EXHIBIT D

EXCEPTIONS TO SELLER REPRESENTATIONS

San Marcos

San Marcos

EXHIBIT D

EXCEPTIONS TO SELLER REPRESENTATIONS (Gainesville)

Gainesville

Exhibit E

DEEDS

See Attached

Document prepare by/Return to:

E. Ashley McRae, Esq.

Carey, O’Malley, Whitaker & Manson, P.A.

712 South Oregon Avenue

Tampa, FL ###-###-####

Parcel ID No.

TX Deed-Special Warranty (Cash) 1

THAT THE UNDERSIGNED, Cabana Beach of San Marcos, L.P., hereinafter referred to as “Grantor”, whether one or more, for in consideration of the sum of TEN DOLLARS ($10.00) cash, and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto                     , herein referred to as “Grantee”, whether one or more, the real property described as follows:

Lot 5A, Section Two, McKinley Place Subdivision, a subdivision in Hays County,

Texas, according to the map or lat thereof, recorded in Volume 2, Page 330,

Plat Records of Hayes County, Texas.

This conveyance, however, is made and accepted subject to any and all validly existing encumbrances, conditions and restrictions, relating to the hereinabove described property as now reflected by the records of the County Clerk of Hays County, Texas.

TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, Grantee’s heirs, executors, administrators, successors and/or assigns forever; and Grantor does hereby bind Grantor, Grantor’s heirs, executors, administrators, successors and/or assigns to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, Grantee’s heirs, executors, administrators, successors and/or assigns, against every person whomsoever claming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise.

Current ad valorem taxes on said property having been prorated, the payment thereof is assumed by Grantee.

The foregoing instrument was acknowledged before me on                     , 2007 by David H. Fort as President of Cabana Beach of San Marcos GP, the General Partner of Cabana Beach of San Marcos, L.P., on behalf of the limited partnership.

PREPARED BY AND RETURN TO:

E. Ashley McRae, Esq.

Carey, O’Malley, Whitaker & Manson, P.A.

712 South Oregon Avenue

Tampa, FL ###-###-####

Parcel ID No. 06680-022-000

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED made effective on                     , 2007 by CABANA SOUTH BEACH APARTMENTS LP, a Delaware limited partnership, whose address is 1301 Plantation Island Drive South, Suite 304, St. Augustine, FL 32080-3108 (the “Grantor”) to                     , a Maryland limited liability company, whose address is                                           (the “Grantee”):

(Whenever used herein the terms “Grantor” and “Grantee” include all the parties to this instrument and the heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations.)

WITNESSETH: That the Grantor, for and in consideration of the sum of $10.00 and other valuable considerations, receipt whereof is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto the Grantee, all that certain land situate in Alachua County, Florida, together with all improvements located thereon (the “Land”), described on Exhibit “A” annexed hereto and incorporated herein by reference.

TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining.

TO HAVE AND TO HOLD, THE SAME IN FEE SIMPLE FOREVER.

AND the Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of the Land in fee simple; that the Grantor has good right and lawful authority to sell and convey the Land, and hereby warrants the title to the Land and will defend the same against the lawful claims of all persons claiming by, through or under the said Grantor, subject to the following permitted exceptions:

IN WITNESS WHEREOF, the said Grantor has caused this Special Warranty Deed to be executed by its duly authorized officer the day and year first above written.

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me on                     , 2007, by David H. Fort, as President of Cabana SB of Gainesville, Inc., the General Partner of Cabana South Beach Apartments LP, on behalf of the limited partnership.

SEAL

EXHIBIT H

San Marcos

EXHIBIT H

Gainesville

EXHIBIT I

LIST OF PERSONAL PROPERTY

See Attached

Gainesville Personal Property Listing

Cabana Gainesville

Phase II

Personal Property

August 12, 2007

EXHIBIT J

WARRANTIES (San Marcos)

NOTE-Seller makes no representations or warranties as to whether the Warranties listed herein remain in effect.

EXHIBIT J

WARRANTIES (Gainesville-Phase I)

NOTE-Seller makes no representations or warranties as to the terms and conditions of the Warranties nor whether the Warranties listed herein remain in effect

EXHIBIT J

WARRANTIES (Gainesville-Phase II)

NOTE-Seller makes no representations or warranties as to whether the Warranties listed herein remain in effect.

EXHIBIT K

LEASING AND CREDIT GUIDELINES

See Attached

Exhibit K

FortGroup Development / Suite USA, Inc

Leasing & Credit Acceptance Guidelines

LEASING STANDARDS

Suite USA, Inc. demands the following occupancy standards to apply at all apartments and bedrooms within the portfolio:

Three Methods of Qualification

QUALIFICATION: GUARANTOR

A Guarantor is defined by Suite USA, Inc. as anyone over the age of twenty-one (21) years who can legally qualify to complete an application for residency and who is willing to accept the financial responsibility of the applicant that they have chosen to sponsor for tenancy. This is not solely limited to the parents and/or guardians of the applying resident(s). This guarantor is jointly responsible for all leases, including any subsequent renewal contracts, which the resident may sign during their tenancy.

The applying Guarantor must complete the standardized “Unconditional and Continuing Parental or Sponsor Guaranty” form. The signature of the Guarantor must either be notarized by an independent party or witnessed by an agent of the property. A credit report will be then be pulled on the applying Guarantor.

The credit report must indicate no less than three (3) revolving lines of credit, a credit worthiness score 600 or above, and at least twelve (12) months of good payment history. *For Guarantors, the inclusion is made to allot for those who are establishing credit so long as they meet the additional qualification requirements.

In conjunction with the satisfactory credit report, the applying Guarantor must also have indication of twelve (12) months of rental/mortgage history (either by a Rental History Request or as reported by the credit bureau) and a reported gross household income of no less than three (3) times the monthly rent.

QUALIFICATION: SELF-GUARANTY

A Self-Guaranty is defined by Suite USA, Inc. as anyone over the age of eighteen (18) years who can legally qualify to complete an application for residency and who is willing to accept the financial responsibility associated with that residency. This method of qualification holds the applying individual as the sole source of financial responsibility for the term of the contract. This also included any subsequent renewal contracts which the resident may then sign during their tenancy.

The applying Self-Guaranty must complete the standardized “Unconditional and Continuing Parental or Sponsor Guaranty” form. The signature of the Self-Guaranty must either be notarized by an independent party or witnessed by an agent of the property. A credit report will be then be pulled on the applying Guaranty.

The Self-Guaranty is required to have a credit report indicating no less than three (3) revolving lines of credit, a credit worthiness score 600 or above, and at least twelve (12) months of good payment history. *For Self-Guaranties, the inclusion is made to allot for those who are establishing credit so long as they meet the additional qualification requirements.

The Self-Guaranty applicant must be currently employed and a verification will be performed on the following criteria:

If rent will be paid from an employment source of income, and it has been verified, and it is sufficient to cover the rent more than three (3) times, this element of the qualifying process is complete. If rent will NOT be paid from an employment source of income, then the other source(s) must be verified.

Qualification: Three-Month Prepayment

For applicants without the means to qualify independently or those without a viable Guarantor option, they have the availability to pay down a three-month equivalent to the rent prior to taking occupancy. This three-month prepayment is equal to three (3) times the monthly rental rate as indicated on their lease agreement. They have the option at the end of their lease agreement to apply it to the last three (3) remaining months of their contract. If the tenant should choose to renew past their initial contract period, this prepaid amount shall carry over to the remaining three (3) months of the renewal lease term.

EXHIBIT L

LIST OF PERMITS (SAN MARCOS)

EXHIBIT L

LIST OF PERMITS (GAINESVILLE)