Common use of Consideration; Partnership Units Clause in Contracts

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,308, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 3, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 1994, in the original principal amount of $4,628,300 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3081,108,230, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of The Patrician Financial Company ("Lender"), securing the outstanding principal balance of the Note dated August 3October 29, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941996, in the original principal amount of $4,628,300 825,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 29, 1996 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number $11,942,522, which shall consist of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30811,942,522, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of amount required to pay the Note (as hereinafter defined) as of Loan in full. At the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor of BRI Partnership, at its election, may pay in full the outstanding principal balance of the Note dated August 3October 26, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941987, in the original principal amount of $4,628,300 9,600,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC CRIIMI MAE Services Limited Partnership ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions thereinDocuments. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30813,224,828, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) ), as of the ClosingClosing and minus (Z) the amount required to pay both (i) the Subordinated Promissory Note dated May 14, 1993 (the "Subordinated Note") from the Transferor Partnership to Krupp Government Income Trust (the "Subordinated Lender") evidencinx x xoan made to the Transferor Partnership (the "Subordinated Loan"), secured by the relevant Loan Documents, and (ii) the various outstanding loans owed by the Transferor Partnership to the Transferor Partners or their affiliates or to other third-party lenders (the "Other Loans"; such term shall include, without limitation, the Subordinated Loan), but in any event, the total amount to be deducted under this clause (Z) shall not exceed an amount equal to the difference between the Consideration Amount minus the outstanding principal balance of the Note (the "Other Loans BRI Cap"). In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 3May 14, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941993, in the original principal amount of $4,628,300 12,000,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC ("Lender") and secured by the relevant Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At the Closing, the BRI Partnership shall pay the amount required to satisfy the Other Loans, including the Subordinated Loan, provided that the amount to be paid by the BRI Partnership shall not exceed the Other Loans BRI Cap. If the amount paid by the BRI Partnership is not sufficient to pay the Other Loans, including the Subordinated Loan, in full, the Transferor Partnership shall pay, from funds otherwise allocable under this Agreement to the Transferor Partners, all additional amounts required to pay off the Other Loans, including the Subordinated Loan, in full. At least fifteen (15) days prior to the Closing, the Transferor Agent shall deliver a pay-off letter from each holder of an Other Loan stating the amount required to pay-off such Other Loan in full, and at Closing, the Transferor shall deliver the original note evidencing each such Other Loan marked "Paid in Full," or in the event that the original of any such note is not available, such other evidence of the satisfaction of such note and release of liability under such Other Loan as the BRI Partnership may require. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners Corporation and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests Property by the Transferor Partners Corporation to the BRI Partnership pursuant to this Agreement shall be the total of a number $1,250,311, which shall consist of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners Corporation as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3081,250,311, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of amount required to pay the Note (as hereinafter defined) as of Loan in full. At the Closing. In addition, as of Closing, the Transferor BRI Partnership shall remain as obligor of pay in full the outstanding principal balance of the Note dated August 3April 15, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941993, in the original principal amount of $4,628,300 1,000,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership Corporation by CPC Mortgage Capital, LLC Crestar Bank (successor to Loyola Federal Savings Bank) ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions thereinDocuments. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) Corporation will receive BRI Partnership Units which shall not will be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to At the contrary hereinClosing, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with deliver an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each the Transferor PartnerCorporation. In the event that any the Transferor Partner Corporation would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations Confirmation evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation ScheduleCorporation. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners Corporation as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each the Transferor Partner Corporation pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liabilityCorporation. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership UnitsAgreement. At the time that any the Transferor Partner Corporation elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each The Transferor Partner Corporation shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners Corporation and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners Corporation a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3087,030,019, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of The Patrician Financial Company ("Lender"), securing the outstanding principal balance of the Note dated August 3October 29, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941996, in the original principal amount of $4,628,300 5,100,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 29, 1996 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30813,536,318, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 3November 18, 19841985, as amended through the a certain Fourth Allonge Deed of Trust Note dated as of January 25, 1994, in the original principal amount of $4,628,300 12,258,600 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3088,097,227, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the ClosingClosing and, minus (Z) the amount required to pay the various outstanding loans owed by the Transferor Partnership to the Transferor Partners or their affiliates or to other third-party lenders (the "Other Loans"), but in any event, the total amount to be deducted under this clause (Z) shall not exceed an amount equal to the difference between the Consideration Amount minus the outstanding principal balance of the Note (the "Other Loans BRI Cap"). In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of CPC Mortgage Capital, LLC, as successor to Maryland National Mortgage Corporation ("Lender"), securing the outstanding principal balance of the Note dated August 3October 19, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941989, in the original principal amount of $4,628,300 8,000,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 19, 1989 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At the Closing, the BRI Partnership shall pay the amount required to satisfy the Other Loans, provided that the amount to be paid by the BRI Partnership shall not exceed the Other Loans BRI Cap. If the amount paid by the BRI Partnership is not sufficient to pay the Other Loans in full, the Transferor Partnership shall pay, from funds otherwise allocable under this Agreement to the Transferor Partners, all additional amounts required to pay off the Other Loans in full. At least fifteen (15) days prior to the Closing, the Transferor Agent shall deliver a pay-off letter from each holder of an Other Loan stating the amount required to pay-off such Other Loan in full, and at Closing, the Transferor shall deliver the original note evidencing each such Other Loan marked "Paid in Full," or in the event that the original of any such note is not available, such other evidence of the satisfaction of such note and release of liability under such Other Loan as the BRI Partnership may require. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3082,608,723, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of CPC Mortgage Capital, LLC, as successor to Maryland National Mortgage Corporation ("Lender"), securing the outstanding principal balance of the Note dated August 3October 18, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941989, in the original principal amount of $4,628,300 2,250,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 19, 1989 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3087,068,723, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of The Patrician Financial Company ("Lender"), securing the outstanding principal balance of the Note dated August 3October 29, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941996, in the original principal amount of $4,628,300 6,043,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 29, 1996 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30815,046,868, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the ClosingClosing and, minus (Z) the amount required to pay the various outstanding loans owed by the Transferor Partnership to the Transferor Partners or their affiliates or to other third-party lenders (the "Other Loans"), but in any event, the total amount to be deducted under this clause (Z) shall not exceed an amount equal to the difference between the Consideration Amount minus the outstanding principal balance of the Note (the "Other Loans BRI Cap"). In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 3, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25March 8, 1994, in the original principal amount of $4,628,300 14,620,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC Washington Capital ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At the Closing, the BRI Partnership shall pay the amount required to satisfy the Other Loans, provided that the amount to be paid by the BRI Partnership shall not exceed the Other Loans BRI Cap. If the amount paid by the BRI Partnership is not sufficient to pay the Other Loans in full, the Transferor Partnership shall pay, from funds otherwise allocable under this Agreement to the Transferor Partners, all additional amounts required to pay off the Other Loans in full. At least fifteen (15) days prior to the Closing, the Transferor Agent shall deliver a pay-off letter from each holder of an Other Loan stating the amount required to pay-off such Other Loan in full, and at Closing, the Transferor shall deliver the original note evidencing each such Other Loan marked "Paid in Full," or in the event that the original of any such note is not available, such other evidence of the satisfaction of such note and release of liability under such Other Loan as the BRI Partnership may require. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3089,615,177, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of The Patrician Financial Company ("Lender"), securing the outstanding principal balance of the Note dated August 3October 29, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941996, in the original principal amount of $4,628,300 8,000,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 29, 1996 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30819,503,043, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 31, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941993, in the original principal amount of $4,628,300 19,024,400 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC Washington Capital ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30818,262,099, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the ClosingClosing and, minus (Z) the amount required to pay the various outstanding loans owed by the Transferor Partnership to the Transferor Partners or their affiliates or to other third-party lenders (the "Other Loans"), but in any event, the total amount to be deducted under this clause (Z) shall not exceed an amount equal to the difference between the Consideration Amount minus the outstanding principal balance of the Note (the "Other Loans BRI Cap"). In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 3January 10, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941991, in the original principal amount of $4,628,300 17,938,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC Greystone Servicing Corporation ("Lender") and secured by the Loan Documents which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At the Closing, the BRI Partnership shall pay the amount required to satisfy the Other Loans, provided that the amount to be paid by the BRI Partnership shall not exceed the Other Loans BRI Cap. If the amount paid by the BRI Partnership is not sufficient to pay the Other Loans in full, the Transferor Partnership shall pay, from funds otherwise allocable under this Agreement to the Transferor Partners, all additional amounts required to pay off the Other Loans in full. At least fifteen (15) days prior to the Closing, the Transferor Agent shall deliver a pay-off letter from each holder of an Other Loan stating the amount required to pay-off such Other Loan in full, and at Closing, the Transferor shall deliver the original note evidencing each such Other Loan marked "Paid in Full," or in the event that the original of any such note is not available, such other evidence of the satisfaction of such note and release of liability under such Other Loan as the BRI Partnership may require. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,30814,407,465, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the ClosingClosing and, minus (Z) the amount required to pay the various outstanding loans owed by the Transferor Partnership to the Transferor Partners or their affiliates or to other third-party lenders (the "Other Loans"), but in any event, the total amount to be deducted under this clause (Z) shall not exceed an amount equal to the difference between the Consideration Amount minus the outstanding principal balance of the Note (the "Other Loans BRI Cap"). In addition, as of Closing, the Transferor Partnership shall remain as obligor of the outstanding principal balance of the Note dated August 3June 16, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941987, in the original principal amount of $4,628,300 12,750,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Reilly Mortgage CapitalGroup, LLC Inc. ("Lender") and secured by the Loan Documents Docuxxxxx which shall be an obligation of the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. At the Closing, the BRI Partnership shall pay the amount required to satisfy the Other Loans, provided that the amount to be paid by the BRI Partnership shall not exceed the Other Loans BRI Cap. If the amount paid by the BRI Partnership is not sufficient to pay the Other Loans in full, the Transferor Partnership shall pay, from funds otherwise allocable under this Agreement to the Transferor Partners, all additional amounts required to pay off the Other Loans in full. At least fifteen (15) days prior to the Closing, the Transferor Agent shall deliver a pay-off letter from each holder of an Other Loan stating the amount required to pay-off such Other Loan in full, and at Closing, the Transferor shall deliver the original note evidencing each such Other Loan marked "Paid in Full," or in the event that the original of any such note is not available, such other evidence of the satisfaction of such note and release of liability under such Other Loan as the BRI Partnership may require. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3086,844,284, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the outstanding principal balance of the Note (as hereinafter defined) as of the Closing. In addition, as of Closing, the Transferor Partnership shall remain as obligor Guarantor under a certain Guaranty (the "Guaranty") in favor of The Patrician Financial Company ("Lender"), securing the outstanding principal balance of the Note dated August 3October 29, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941996, in the original principal amount of $4,628,300 5,976,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Borrower Partnership by CPC Mortgage Capital, LLC ("Lender") and . The Loan is also secured by the other Loan Documents (as defined in Section 5.20 hereof) which shall be an obligation of the Borrower Partnership and the Transferor Partnership as of the Closing subject to any exculpation from liability provisions therein. The Transferor Partnership shall also remain as obligor of the outstanding principal balance of the note dated October 29, 1996 in the original principal amount of the Note (the "Borrower Partnership Note"), evidencing the loan made to the Transferor Partnership by the Borrower Partnership (the "Borrower Partnership Loan"). At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.

Consideration; Partnership Units. (a) The Transferor Partners and the BRI Partnership agree that, subject to the prorations and adjustments as provided in this Agreement, the consideration (the "Consideration") for the contribution of the Transferor Partnership Interests by the Transferor Partners to the BRI Partnership pursuant to this Agreement shall be the total of a number $4,650,000, which shall consist of BRI Partnership Units, to be issued by the BRI Partnership to the Transferor Partners as of the Closing, equal in value (as such value is determined at the time and in the manner provided hereinbelow) to the excess of (X) $5,859,3084,650,000, subject to the prorations and adjustments as provided in this Agreement, (the "Consideration Amount") minus (Y) the amount required to pay the Loan in full, and minus (Z) the amount required to pay the various outstanding loans owed by the Transferor Partnership to the Transferor Partners or their affiliates or to other third-party lenders (the "Other Loans"), but in any event, the total amount to be deducted under this clause (Z) shall not exceed an amount equal to the difference between the Consideration Amount minus the outstanding principal balance of the Note (as hereinafter defined) as of the Closing"Other Loans BRI Cap"). In addition, as of At the Closing, the Transferor BRI Partnership shall remain as obligor of pay in full the outstanding principal balance of the Note dated August 3__, 1984, as amended through the Fourth Allonge Deed of Trust Note dated as of January 25, 19941997, in the original principal amount of $4,628,300 3,450,000 (the "Note") evidencing the loan (the "Loan") made to the Transferor Partnership by CPC Mortgage Capital, LLC First Union National Bank ("Lender") and secured by the Loan Documents which Documents. At the Closing, the BRI Partnership shall pay the amount required to satisfy the Other Loans, provided that the amount to be an obligation of paid by the BRI Partnership shall not exceed the Other Loans BRI Cap. If the amount paid by the BRI Partnership is not sufficient to pay the Other Loans in full, the Transferor Partnership as shall pay, from funds otherwise allocable under this Agreement to the Transferor Partners, all additional amounts required to pay off the Other Loans in full. At least fifteen (15) days prior to the Closing, the Transferor Agent shall deliver a pay-off letter from each holder of an Other Loan stating the amount required to pay-off such Other Loan in full, and at Closing, the Transferor shall deliver the original note evidencing each such Other Loan marked "Paid in Full," or in the event that the original of any such note is not available, such other evidence of the Closing subject to any exculpation from satisfaction of such note and release of liability provisions thereinunder such Other Loan as the BRI Partnership may require. At Closing, certain of the Transferor Partners listed on the Transferor Allocation Schedule (hereinafter defined) will receive BRI Partnership Units which shall not be entitled to distributions for a one-year period from the date of issuance (the "Restricted Distribution BRI Partnership Units") and all other Transferor Partners will receive BRI Partnership Units which shall be entitled to distributions effective from date of issuance (the "Unrestricted Distribution BRI Partnership Units"). Unless expressly stated to the contrary herein, the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units are collectively referred to herein as the "BRI Partnership Units." Attached hereto as Exhibit I is a schedule (the "Preliminary Transferor Allocation Schedule") prepared by the Transferor Agent setting forth (i) the name of each Transferor Partner, (ii) the percentage interest of each Transferor Partner, (iii) the identity of each Transferor Partner who will receive Unrestricted Distribution BRI Partnership Units and (iv) the identity of each Transferor Partner who will receive Restricted Distribution BRI Partnership Units. The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner. In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit. At Closing, the BRI Partnership shall deliver to the Transferor Agent all of the BRI Partnership Confirmations evidencing the issuance of the BRI Partnership Units to the Transferor Partners in accordance with the Transferor Allocation Schedule. In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04. The Transferor Agent shall be liable to distribute the BRI Partnership Units and if applicable, a pro-rata share of the BRI Additional Payment to each of the Transferor Partners in accordance with the Transferor Allocation Schedule. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transfer Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. The parties agree that, for purposes of this Agreement, the value of each BRI Partnership Unit (the "BRI Unit Value") shall be the average of the closing price per share, rounded to the nearest one-thousandth, of one share of common stock of BRI as such price is published by The Wall Street Journal for the period from, and including, August 1, 1997 through and including, the date of pricing of the Public Offering contemplated under Section 17.04 hereof, provided that in any event the BRI Unit Value shall be not less than $10.50 per share (the "Fixed Floor") and not greater than $11.75 per share (the "Fixed Ceiling"). The foregoing calculation of BRI Unit Value (including the Fixed Floor and Fixed Ceiling) will be adjusted as appropriate and customary upon the occurrence of any of the following events to reflect a stock split, dividend (outside of the ordinary course), recapitalization or other similar event outside of the ordinary course. (b) As used in this Agreement, a "BRI Partnership Unit" shall mean a unit of limited partnership interest in the BRI Partnership as specified in the BRI Partnership Agreement and for purposes of this Agreement shall include the Unrestricted Distribution BRI Partnership Units and the Restricted Distribution BRI Partnership Units. At the time that any Transferor Partner elects to convert BRI Partnership Units to shares as provided in the BRI Partnership Agreement, the holder of each BRI Partnership Unit shall have the right to have the BRI Partnership Unit either (i) exchanged for one share of common stock of BRI pursuant to the transfer provisions of the BRI Partnership Agreement, or (ii) redeemed for cash at the option of BRI on such terms and conditions as are specified in the BRI Partnership Agreement. Each Transferor Partner shall have such additional rights with respect to its BRI Partnership Units as are contained in the Registration Rights Agreement, the form of which is attached hereto as Exhibit 4; at Closing, the Transferor Partners and BRI Apartments shall execute and deliver an Amendment to the BRI Partnership, in the form and substance of Exhibit 3 attached hereto (the "BRI Partnership Amendment") and the BRI Partnership shall deliver to the Transferor Partners a certified copy of the Registration Rights Agreement.