SALES CONTRACT BY AND BETWEEN ROBERTS PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership, as Seller and COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership as Purchaser

Exhibit 2.1

SALES CONTRACT

BY AND BETWEEN

XXXXXXX PROPERTIES RESIDENTIAL, L.P.,
a Georgia limited partnership,
as Seller

and

COLONIAL REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
as Purchaser

TABLE OF CONTENTS

ARTICLE I -- PROPERTY TO BE CONVEYED				1
ARTICLE II -- PURCHASE PRICE				2
ARTICLE III -- TITLE AND SURVEY OBJECTIONS				5
ARTICLE IV -- ITEMS TO BE DELIVERED BY SELLER AT CLOSING				6
ARTICLE V -- ITEMS TO BE DELIVERED BY PURCHASER AT CLOSING				8
ARTICLE VI - SELLER'S DELIVERY OF DOCUMENTS				8
ARTICLE VII -- APPORTIONMENTS				10
ARTICLE VIII -- TIME AND PLACE OF CLOSING AND CLOSING COSTS				12
ARTICLE IX-- CONDITIONS PRECEDENT				12
ARTICLE X - DAMAGE, DESTRUCTION OR EMINENT DOMAIN				14
ARTICLE XI -- REMEDIES				15
ARTICLE XII -- NOTICES				16
ARTICLE XIII -- ACCESS				17
ARTICLE XIV -- BROKER				18
ARTICLE XV - REPRESENTATIONS AND WARRANTIES OF SELLER				18
ARTICLE XVI - SELLER'S COVENANTS PRIOR TO CLOSING				20

ARTICLE XVII - "AS-IS" SALE				21
ARTICLE XVIII -- MISCELLANEOUS				23

SALES CONTRACT

        This Agreement (the “Agreement”) is made and entered into this 26th day of April, 2004 (the “Effective Date”), by and between XXXXXXX PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership (hereinafter referred to as the “Seller”) and COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as the “Purchaser”).

ARTICLE I -- PROPERTY TO BE CONVEYED

        A.      Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, upon the terms and conditions hereinafter set forth, that certain parcel of land (hereinafter referred to as the “Land”) described on Exhibit A attached hereto and by this reference incorporated herein, together with the buildings and improvements on the Land (hereinafter referred to as the “Improvements”), and the appliances, furniture, fixtures, machinery, equipment, supplies and other personal property owned by Seller and attached to, located at or used in connection with the operation, management or maintenance of the Land or the Improvements (hereinafter collectively referred to as the “Personal Property”), and all transferable permits and licenses with respect to the Land or the use, occupancy or development of the Land (all of the foregoing property is hereinafter collectively referred to as the “Property”).

        B.     The Property shall include all right, title and interest, if any, of Seller in and to any land lying in the bed of any street, road, highway or avenue, open or proposed, in front of or adjoining all or any part of the Land, any and all strips, gores or rights-of-way, riparian rights and easements, and all right, title and interest of Seller, if any, in and to (a) any award or payment made or to be made (i) for any taking in condemnation or eminent domain of land lying in the bed of any street, road, highway or avenue, open or proposed, in front of or adjoining all or any part of the Land, (ii) for damage to the Property or any part thereof by reason of any change of grade or closing of any such street, road, highway or avenue, and (iii) for any taking in condemnation or eminent domain of any part of the Property, (b) all tenants leases, rents and profits from and after the Closing Date (as hereinafter defined), and all (c) refundable tenant security deposits not refunded prior to the Closing (as hereinafter defined).

        C.     Specifically excluded from the Property and this transaction is (i) the rent roll property management software used at the Property (provided, however, Seller agrees to turn over to Purchaser at Closing a diskette copy of the data contained in its property management files, and such data shall be included within the Personal Property); and (ii) Seller’s trademark “Creating Communities for Superior Lifestyles”.

        D.     The Property is known as the Xxxxxxx Xxxx Apartments and consists of a 213 unit apartment community located in Xxxxxx County, Georgia.

ARTICLE II -- PURCHASE PRICE

        The purchase price (hereinafter referred to as the “Purchase Price”) for the Property is Twenty Six Million Seven Hundred Eighty Thousand and No/100 Dollars ($26,780,000.00). Subject to all prorations and adjustments provided herein, the Purchase Price shall be paid as follows:

        A.     On the Effective Date, Purchaser shall pay to Chicago Title Insurance Company, Atlanta, Georgia office (the “Escrow Agent”) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) by wire-transfer, such amount to be deposited in an interest-bearing account with a national bank whose deposits are insured by the FDIC and which has an office in Atlanta, Georgia (such $250,000.00, together with all interest earned thereon, is hereinafter referred to as the “Initial Deposit”). At the time of satisfaction of the condition precedent set forth in Section IX A hereof, and conditioned upon such satisfaction, Purchaser shall pay to the Escrow Agent by wire-transfer Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), such amount to be deposited in the same interest-bearing account as was deposited the Initial Deposit (such $250,000.00, together with all interest earned thereon, is hereinafter referred to as the “Subsequent Deposit”). The Initial Deposit and the Subsequent Deposit are hereinafter collectively referred to as the “Deposit”. The Deposit shall be applied toward the Purchase Price due at Closing or otherwise shall be applied as elsewhere provided in this Agreement.

        B.     An amount equal to the outstanding principal balance on the Closing Date of the “First Mortgage Loan” (hereinafter defined), shall be paid by Purchaser’s assuming the First Mortgage Loan. As used herein, the term First Mortgage Loan shall mean the mortgage loan secured by the Property and evidenced by the following: (i) that certain MultiFamily Note dated February 1, 2001, in the principal face amount of $12,700,000.00, executed by Seller in favor of Primary Capital Advisors LC (“Lender”) (hereinafter referred to as the “First Note”); and (ii) that certain MultiFamily Deed to Secure Debt, Assignment of Rents and Security Agreement, dated as of February 1, 2001, executed by Seller in favor of Lender, recorded in Deed Book 29932, page 142, et seq., Xxxxxx County, Georgia records, together with UCC Financing Statements and other documents executed by Seller in favor of Lender, as assigned to Federal Home Loan Mortgage Corporation in that certain Assignment of Security Instrument executed by Lender in favor of Federal Home Loan Mortgage Corporation dated February 1, 2001, recorded in Deed Book 29932, page 189, et seq., Xxxxxx County, Georgia records (hereinafter collectively referred to as the “First Mortgage”).

        C.     At the Closing, Escrow Agent shall pay the Deposit to Seller as a part of the Purchase Price, and the balance of the Purchase Price which is equal to the Purchase Price less the amount of the Deposit and less the principal amount outstanding under the First Note on the Closing Date, shall be paid by Purchaser to Escrow Agent by wire-transfer of funds immediately available for further credit to Seller upon satisfaction of all closing items as set forth in Section VIII A below.

-2-

        D.     (i)   The Escrow Agent joins in the execution of this Agreement solely for the purpose of acknowledging and agreeing to the provisions of this Section II D.

                (ii)   The duties of the Escrow Agent shall be as follows:

                 (a)     During the term of this Agreement, the Escrow Agent shall hold and disburse the Deposit in accordance with the terms and provisions of this Agreement.

                 (b)     The Escrow Agent shall pay the Deposit in accordance with the joint written instructions of the Seller and the Purchaser in any of the following events: (1) if this Agreement shall be terminated by the mutual written agreement of Seller and Purchaser, or (2) if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or (3) if a dispute shall develop between Seller and Purchaser concerning to whom the Deposit should be paid. In the event that such written instructions shall not be received by the Escrow Agent within ten (10) days after the Escrow Agent has served a written request for instructions upon Seller and Purchaser, then the Escrow Agent shall have the right to pay the Deposit into any court of competent jurisdiction and interplead Seller and Purchaser in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement.

                 (c)     Subject to Section II D (ii) (k) hereof, if costs or expenses are incurred by the Escrow Agent in its capacity as Escrow Agent because of litigation or a dispute between the Seller and Purchaser arising out of the holding of the Deposit in escrow, Seller and Purchaser shall each pay the Escrow Agent one-half of such reasonable costs and expenses. Except for such costs or expenses, no fee or charge shall be due or payable to the Escrow Agent for its services as Escrow Agent.

                 (d)     By joining herein, the Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder.

                 (e)     Purchaser and Seller hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except for negligence or willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement; and that in the event of any dispute under this Agreement, the Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken by it in good faith in accordance with the opinion of its counsel.

-3-

                 (f)     All investments by Escrow Agent will be made in the regular course of business. To be entitled to same day investment (assuming good funds are provided), the Deposit must be received by noon; otherwise, such funds will be deposited on the next business day. All investments shall be subject to the rules, regulations, policies and procedures of the bank depository in which such monies are deposited.

                 (g)     Purchaser hereby certifies to Escrow Agent that Purchaser’s federal tax identification number is 00-0000000.

                 (h)     The Deposit may be processed for collection in the normal course of business by Escrow Agent, which may commingle funds received by it with escrow funds of others in its regular escrow account at a national bank having an office in Atlanta, Georgia, of Escrow Agent’s choosing (the “Depository”). Escrow Agent shall not be accountable for any incidental benefit which may be attributable to the funds so deposited; provided, however, that all interest earned on the Deposit shall be disbursed with such Deposit according to the terms set forth herein. Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository.

                 (i)     Escrow Agent shall not be liable for loss or damage resulting from:

             (i)  any good faith act or forbearance of Escrow Agent;

             (ii)  any default, error, action or omission of any party, other than Escrow Agent;

             (iii)  any defect in the title to any property;

             (iv)   the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent;

             (v)  the lack of authenticity of any writing delivered to Escrow Agent or of any signature thereto, or the lack of authority of the signatory to sign such writing;

             (vi)  Escrow Agent’s compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court;

             (vii)  Escrow Agent’s assertion or failure to assert any cause of action or defense in any judicial or administrative proceedings; or

-4-

             (viii)  any loss or damage which arises after the Deposit has been disbursed in accordance with the terms of this Agreement.

                 (j)     Escrow Agent shall be fully indemnified by the parties hereto for all of its expenses, costs, and reasonable attorney’s fees incurred in connection with any interpleader action which Escrow Agent may file to resolve any dispute as to the Deposit, or which may be filed against the Escrow Agent.

                 (k)     If Escrow Agent is made a party to any judicial, non-judicial or administrative action, hearing or process based on acts of any of the other parties hereto and not on the malfeasance and/or negligence of Escrow Agent in performing its duties hereunder, the expenses, costs and reasonable attorney’s fees incurred by Escrow Agent in responding to such action, hearing or process shall be paid by, and the party/parties whose alleged acts are a basis for such proceedings, shall indemnify, save and hold Escrow Agent harmless from said expenses, costs and fees so incurred.

ARTICLE III -- TITLE AND SURVEY OBJECTIONS

        A.     Seller shall deliver to Purchaser within seven (7) days after the Effective Date an owner’s title insurance commitment using the ALTA Form B on the 1970 form as amended in 1984 (the “Commitment”) issued by Chicago Title Insurance Company (herein in this capacity referred to as the “Title Company”), committing to issue to Purchaser an owner’s title insurance policy in the amount of the Purchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before May 26, 2004 (the “Out Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the event that Purchaser does not send to Seller on or before the Out Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Out Date except as provided in Section III B hereof. In the event that Seller fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to waive such objections as provided in the aforesaid item (ii). In no event will Purchaser have the right to object to, and in no event will Seller have any obligation to cure, any of the title or survey matters described on Exhibit B attached hereto

-5-

and by this reference incorporated herein (hereinafter collectively referred to as the “Permitted Exceptions”). As used herein, the term “Survey” shall mean a recertification in favor of Purchaser of that certain ALTA/ACSM Land Title Survey for Primary Capital Advisors, LC, Federal Home Loan Mortgage Corporation, Xxxxxxx Properties, Residential, L.P. & Commonwealth Land Title Insurance Company, prepared by Rochester & Associates, Inc., bearing the seal and certification of Xxxxx X. Xxxxx, Georgia Registered Land Surveyor No. 2298, dated July 1, 1999, last revised December 12, 2000.

            B.     Purchaser shall have the right to have its title examination and Survey updated until the Closing Date, and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not listed in the Commitment, as to title matters, or which were not shown on the Survey, as to survey matters (any such new matter being referred to as a “new objection”), Purchaser shall deliver to Seller a statement of any such new objections and Seller shall have until the Closing Date to cure all such new objections. In the event that Seller fails to cure such new objections on or before the Closing Date (i) Purchaser may terminate this Agreement by written notice to Seller and Escrow Agent given on or before the Closing Date, whereupon Purchaser shall receive a full refund of the Deposit from Escrow Agent, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity, or (ii) Purchaser may cure any such new objections voluntarily created by Seller subsequent to the Effective Date which can be cured by payment of a liquidated amount of money and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price.

ARTICLE IV -- ITEMS TO BE DELIVERED BY SELLER AT CLOSING

        At Closing Seller agrees to deliver the following items to Purchaser. Drafts of all documents to be delivered at Closing as specified in this Agreement shall be prepared by Seller’s counsel and submitted to Purchaser for review and approval at least five (5) days prior to the Closing Date.

        A.     A duly executed Limited Warranty Deed (the “Deed”) in form acceptable for recording, of the type customarily used for commercial real estate transactions in the State of Georgia, conveying to Purchaser or its assigns, fee simple title to the Property subject to the Permitted Exceptions and any other exceptions to title which Purchaser approves (or is deemed to approve) pursuant to Article III hereof.

        B.     A duly executed Xxxx of Sale, with a list of inventory attached (which list will be the same as that previously delivered by Seller to Purchaser pursuant to Section VI C hereof subject to additions and deletions incurred in the normal course of business, conveying to Purchaser that portion of the Property which is or may be considered to be personal property, with a warranty of title except for the Permitted Exceptions, but with no other

-6-

warranty or representation, as such property is being conveyed to Purchaser on an “as-is, where-is” basis.

        C.     A duly executed affidavit in a form customarily used for commercial real estate transactions in the State of Georgia and which is acceptable to the Title Company in order to delete the standard exceptions for mechanics’ and materialmen’s liens and parties in possession (other than matters which would be shown by a current survey) from the title policy at Closing, showing among other things that all debts for labor and materials in respect of the Property incurred by or on behalf of Seller have been paid in full and that there are no outstanding claims, suits, debts, rights of occupancy, encumbrances, liens or judgments against the Property, except for the Permitted Exceptions and other matters approved (or deemed approved) by Purchaser pursuant to Article III hereof.

        D.     A duly executed Certification of Non-Foreign Status that pursuant to Section 1445 of the Internal Revenue Code, certifies Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).

        E.     A duly executed Affidavit that pursuant to O.C.G.A. § 48-7-128 et seq., no withholding from the proceeds of the transaction contemplated hereby is required.

        F.     Such evidence as is reasonably required by the Title Company and the Purchaser evidencing the authority of Seller to enter into this Agreement and consummate the transaction contemplated herein.

        G.     A duly executed Assignment (the “Assignment of Leases”) assigning to Purchaser the Seller’s interest as lessor in the leases with respect to the Property, with a limited warranty as to free and clear title. The Assignment of Leases will contain an assumption by Purchaser of the landlord’s obligations thereunder arising from and after Closing, and will also contain a cross-indemnity pursuant to which Seller will indemnify, defend and hold Purchaser harmless as respects all tenant claims, demands, liabilities, costs and expenses arising prior to the Closing Date, and pursuant to which Purchaser will indemnify, defend and hold Seller harmless as respects such claims, demands, liabilities, costs and expenses arising on and after the Closing Date.

        H.     A duly executed Assignment from Seller to Purchaser of all warranties, if any, with respect to the Improvements or equipment of the Property, together with the originals of all such warranties, if in Seller’s possession.

        I.     An Assignment of Service Contracts (the “Assignment of Service Contracts”) pursuant to which Seller will transfer and assign to Purchaser all of its interest in and to the Service Contracts (as hereinafter defined), and which Assignment of Service Contracts is more specifically described in Section VI D hereof.

-7-

        J.     A letter to the tenants of the Property stating that the Property and such tenants’ security deposits have been conveyed to Purchaser and that rent should be paid to Purchaser or Purchaser’s designee after Closing.

        K.     All original leases and all tenant records in respect of the Property.

        L.    A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction.

        M.     The “Loan Assumption Documents” (as hereinafter defined).

        N.     Any other documents referred to or specified in this Agreement and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

ARTICLE V -- ITEMS TO BE DELIVERED BY PURCHASER AT CLOSING

        At Closing, Purchaser agrees to deliver the following items to Seller:

        A.     The Purchase Price as required by and in the manner specified in Article II hereof.

        B.     A duly executed Assignment of Leases and a duly executed Assignment of Service Contracts.

        C.     A Closing Statement evidencing the prorations between Seller and Purchaser and disbursements made in connection with this transaction.

        D.     The “Loan Assumption Documents”.

        E.     Any other documents referred to or specified in this Agreement and any other documents or agreements deemed necessary or reasonably appropriate by Purchaser’s and Seller’s respective counsel.

ARTICLE VI -- SELLER’S DELIVERY OF DOCUMENTS

        Seller has delivered or will deliver the following to Purchaser (or as designated make available to Purchaser at the Property) within three (3) business days after the Effective Date:

        A.     A copy of the latest dated survey of the Land and title insurance policy in Seller’s possession.

-8-

        B.     A copy of the ad valorem tax bills for the last three (3) years in Seller’s possession.

        C.     A complete inventory of all of the Personal Property to be conveyed hereunder.

        D.     A schedule and copies of all of the service contracts, maintenance contracts, management agreements and all other agreements affecting the operation or maintenance of the Property (hereinafter referred to as the “Service Contracts”). The Service Contracts will be transferred and assigned by Seller to Purchaser at Closing by an assignment (hereinafter referred to as the “Assignment of Service Contracts”) which will contain an assumption of the Service Contracts by Purchaser effective as of the Closing Date, and will contain a cross-indemnity between Seller and Purchaser providing that Seller will indemnify, defend and hold Purchaser harmless as respects the obligations of the owner of the Property thereunder for all time periods through and including the day prior to the Closing Date, and providing that Purchaser will indemnify, defend and hold Seller harmless as respects the obligations of the owner of the Property thereunder for all time periods commencing on or subsequent to the Closing Date. Anything contained in this Section VI D to the contrary notwithstanding, on the Closing Date any management, leasing and/or commission agreement affecting the Property will be terminated by Seller at its sole expense. Seller agrees that after the Effective Date and provided this Agreement is still in effect, Seller shall not enter into any new service contracts or other agreements except in accordance with Section XVI C of this Agreement.

        E.     A complete and accurate rent roll for the Property as of April 1, 2004, setting forth in respect of each apartment: the apartment number; the name of the tenant, if any; the current monthly rental; and the amount of the security deposit held under the lease, if any.

        F.     Copies of all licenses, business and use permits in respect to the Property.

        G.     A complete list of all employees engaged in the operation or maintenance of the Property, setting forth in respect of each employee: his name; his position; his current salary or wages; and his apartment number if he lives on the Property, and information as to any rent reduction or free rent for such apartment. All of the employees shall be paid by Seller for all amounts owing to them for all time periods prior to the Closing including all accrued vacation pay and fringe benefits.

        H.     Seller will make available for Purchaser’s review at the Property, all of the tenant leases (including all addenda and amendments) and related tenant files for Purchaser’s inspection and copying, at Purchaser’s expense.

-9-

        I.     If in Seller’s possession, plans and specifications for the Improvements, which will be made available at the Property or at the offices of Seller’s affiliate, for inspection and copying by Purchaser at Purchaser’s expense.

        J.     All existing soil reports, environmental and engineering reports, including, but not limited to, structural, plumbing, electrical, mechanical and civil matters in Seller’s possession.

        K.     Copies of financial statements including both monthly income and expense figures for the last three (3) calendar years, if available to Seller, and the most current year-to-date operating statements.

        L.     A detailed listing of all utility companies servicing the Property (including water, sewer, gas, electric, phone, cable and garbage pick-up) along with copies of any contracts for the same, account numbers and telephone numbers.

        M.     Copies of all documents evidencing and securing the First Mortgage Loan.

ARTICLE VII -- APPORTIONMENTS

        Seller shall be entitled to receive any income in respect of the Property and shall be obligated to pay all expenses in respect of the Property for all time periods prior to and including the day prior to the Closing Date. Purchaser shall be entitled to receive all such income and shall be obligated to pay all such expenses for all time periods commencing with the Closing Date. In the event that any income or any expense item relating to the period prior to the Closing Date is received or appears after the Closing, such item(s) shall be adjusted between the Seller and the Purchaser within ten (10) days after such is discovered. Without limitation to the foregoing, the following items shall be apportioned at Closing and as of the Closing Date:

        A.     Collected rents;

        B.     Collected charges and fees, if any, for the use of any clubhouse and/or other recreational facilities, and any payables in respect thereto;

        C.     Payments under the Service Contracts;

        D.     Fees for transferable licenses and permits, if any;

        E.     All real property taxes including the current installment for any assessment (special, bond, or otherwise). In the event that the current year’s taxes are not available as of the Closing Date, the proration shall be based upon such taxes for the preceding year, but such taxes shall be reprorated between Purchaser and Seller as soon as the

-10-

current year’s taxes are available, immediately upon demand being made therefor by either Purchaser or Seller.

        F.     At the Closing, Seller shall pay to Purchaser by means of a credit against the cash portion of the Purchase Price due at Closing a sum equal to the aggregate of the as-then unrefunded refundable tenants’ security deposits plus interest, if any, required by law to be paid thereon, and such refundable security deposits and interest shall be safeguarded, held, administered and paid out by the Purchaser as provided by applicable Georgia law and in accordance with the applicable leases, and Purchaser shall execute at Closing in favor of Seller the Assignment of Leases hereinbefore mentioned.

        G.     Any rent which is collected after the Closing by either Seller or Purchaser shall be prorated between Seller and Purchaser: first to rent which is then due and unpaid to Purchaser for any month after the month during which the Closing Date occurs, then to rent which is due and unpaid for the month during which the Closing Date occurs, and then to rent which is due and unpaid for any month prior to the month during which the Closing Date occurs.

        H.     Interest on the First Note for the month during which the Closing Date occurs.

        I.     At the Closing, Purchaser shall pay to Seller the amount of any tax, insurance or other escrows or impound accounts held in connection with the First Mortgage Loan, and at the Closing, Seller shall transfer and assign to Purchaser all of Seller’s right, title and interest thereunto.

        J.     At Closing, Purchaser shall receive a credit for (i) all refundable pet deposits, if any, and (ii) Purchaser’s pro-rata share of any up-front payments under any Service Contracts or other agreements with the pro-rata share equal to the up-front payment multiplied by a fraction, the numerator of which is the balance of the initial term remaining under the agreement and the denominator of which is the initial term. Purchaser shall also receive a credit for the monthly share of cable revenue, telephone revenue, or other receipts for the month of Closing, if any.

        K.     Purchaser and Seller will work together in an attempt to cause all utilities servicing the Property which are the responsibility of the owner of the Property to have the meters read on the Closing Date and to have final utility bills issued to Seller, with Purchaser being responsible to establish its own account with each such utility. In the event that any utility fails to have the meter read as aforesaid, Purchaser and Seller shall effect an equitable proration of the utility charges as of the Closing Date.

        This Article VII shall survive the Closing of the transaction contemplated herein.

-11-

ARTICLE VIII -- TIME AND PLACE OF CLOSING AND CLOSING COSTS

            A.     The consummation of the transaction contemplated herein shall take place through the escrow services of the Escrow Agent on June 10, 2004. Seller and Purchaser each agrees to deposit with the Escrow Agent the documents required of it, and Purchaser agrees to deposit with the Escrow Agent the Purchase Price and the net amount of the prorations between Seller and Purchaser and the disbursements to be made for the account of Purchaser, in all cases sufficiently in advance of the Closing Date so as to allow the Closing to occur on the Closing Date. The consummation of the transaction contemplated herein is herein referred to as the “Closing”, and the day the Closing occurs is herein referred to as the “Closing Date”.

            B.     At Closing, Seller shall pay the Georgia transfer tax and recording fee incident to the Deed. At Closing, Purchaser shall pay the cost of the Survey, all other recording fees, the cost of the title examination and owner’s title insurance premium, the cost of any endorsement to the title insurance policy issued in favor of the holder of the First Mortgage Loan, all costs and expenses incident to Purchaser’s assumption of the First Mortgage Loan, and the cost and expenses incident to all of Purchaser’s due diligence investigations and inspections with regard to the Property. Seller and Purchaser will each pay their own attorneys’ fees and any other costs herein specified to be paid by either of them, and Seller and Purchaser will each pay one-half the cost of the Escrow Agent’s fee in connection with the Closing.

            C.     Possession of the Property will be delivered by Seller to Purchaser on the Closing Date subject to the rights of tenants of the Property and the Permitted Exceptions and any other exceptions to title which Purchaser approves pursuant to Article III hereof.

ARTICLE IX -- CONDITIONS PRECEDENT

        Purchaser shall not be required to purchase the Property unless the following conditions precedent have been satisfied:

            A.     For a period of time commencing on the date of this Agreement and ending on the Out Date, Purchaser shall conduct its due diligence investigations with respect to the Property. If Purchaser, in its sole discretion, determines that the condition of the Property is satisfactory, then Purchaser shall send to Seller and Escrow Agent a notice to such effect (hereinafter referred to as the “Notice to Proceed”) and Purchaser shall pay to Escrow Agent the Subsequent Deposit, and the condition precedent contained in this Section IX A shall be satisfied and the Deposit shall be non-refundable and at risk, subject to the other relevant terms and provisions of this Agreement. In the event that Purchaser does not send to Seller and Escrow Agent the Notice to Proceed on or before the Out Date, the condition precedent set forth in this Section IX A shall have failed and Escrow Agent shall return the Initial Deposit (less $100.00 which shall be paid by Escrow Agent to Seller in consideration of Seller’s having held the Property off the market) to Purchaser, and thereafter this Agreement

-12-

shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, duties, liabilities or obligations to the other by reason hereof, except for the Inspection Indemnity (as hereinafter defined).

            B.     No later than three (3) days after receiving a loan transfer application with respect to the First Mortgage Loan, Purchaser shall make application for its assumption of the First Mortgage Loan. Purchaser agrees to use its commercially reasonable good faith efforts and due diligence to obtain approval to assume the First Mortgage Loan, and Purchaser shall submit all documents, information and instruments required by the holder of the First Mortgage Loan in connection with Purchaser’s contemplated assumption thereof, except that Seller shall submit the commitment to endorse the mortgagee title insurance policy issued in connection with the First Mortgage Loan. It shall be a condition precedent to the obligation of Purchaser to close and consummate the transaction contemplated herein that no later than the Out Date, Purchaser has received approval to assume the indebtedness evidenced and secured by the First Mortgage Loan in connection with Purchaser’s acquisition of the Property, and if such approval is obtained, at the Closing, Purchaser shall execute the documents required by the holder of the First Mortgage Loan to evidence Purchaser’s assumption thereof (herein referred to as the “Loan Assumption Documents”). In the event that Purchaser has used its good faith commercially reasonable efforts in an attempt to obtain approval from the holder of the First Mortgage Loan for Purchaser to assume the indebtedness evidenced and secured by the First Mortgage Loan in connection with Purchaser’s acquisition of the Property, and Purchaser has been unable to obtain no later than the Out Date such approval from the holder of the First Mortgage Loan, Purchaser shall have the right to so notify Seller and Escrow Agent no later than the Out Date, whereupon the condition precedent set forth in this Section IX B shall have failed and Escrow Agent shall return the Deposit (less $100.00 which shall be paid by Escrow Agent to Seller in consideration of Seller’s having held the Property off the market) to Purchaser, and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, duties, liabilities or obligations to the other by reason hereof, except for the Inspection Indemnity.

        Seller shall not be required to sell the Property unless the following condition precedent has been satisfied:

        C.     No later than the last day for satisfaction of the condition precedent set forth in Section IX B, the holder of the First Mortgage Loan shall have approved the assumption thereof by Purchaser in connection with Purchaser’s acquisition of the Property, and as a part of such assumption, the holder of the First Mortgage Loan shall have agreed that Seller shall be released from all liability in connection with the First Mortgage Loan arising from and after (but not before) the Closing Date, and if such approval is obtained, at the Closing, Seller shall execute the Loan Assumption Documents. In the event that the holder of the First Mortgage Loan has not so agreed to and for the benefit of Seller no later than the last day for satisfaction of the condition precedent set forth in Section IX B, Seller shall have the right to so notify Purchaser and Escrow Agent no later than the last day for satisfaction of the condition precedent set forth in Section IX B, whereupon the condition precedent set forth in

-13-

this Section IX C shall have failed and Escrow Agent shall return the Deposit (less $100.00 which shall be paid by Escrow Agent to Seller in consideration of Seller’s having held the Property off the market) to Purchaser, and thereafter this Agreement shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, duties, liabilities or obligations to the other by reason hereof, except for the Inspection Indemnity.

ARTICLE X -- DAMAGE, DESTRUCTION OR EMINENT DOMAIN

        A.     If, prior to the Closing Date, there is $1,000,000.00 or more of damage to the Property by fire or other casualty whether or not insured against by Seller under its property damage insurance policy, Seller shall promptly give Purchaser notice of such fact, and Purchaser may elect to terminate this Agreement within five (5) days after receiving written notice from Seller of the occurrence of such casualty. If Purchaser so elects to terminate this Agreement, it shall give Seller and Escrow Agent written notice thereof and so much of the Deposit as is then held by the Escrow Agent shall be returned by Escrow Agent to Purchaser, and this Agreement shall terminate and be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other hereunder except for the Inspection Indemnity. Failure of Purchaser to so notify Seller and Escrow Agent within said five (5) days that Purchaser has elected to terminate this Agreement shall be deemed to mean that Purchaser has elected not to terminate this Agreement. If Purchaser has elected not to terminate this Agreement in the event of $1,000,000.00 or more of damage to the Property, Purchaser shall proceed to the Closing and shall pay the full Purchase Price less the amount of any deductible under Seller’s insurance policy and shall receive all insurance proceeds payable as a result of such damage or destruction, except for the amount of rental loss insurance applicable to the period prior to the Closing Date, which shall be paid to and retained by Seller. If prior to the Closing Date there is less than $1,000,000.00 of damage or destruction to the Property by fire or other casualty which is covered by insurance, this Agreement shall not terminate, and Purchaser shall proceed to Closing, and shall pay the full Purchase Price less the amount of any deductible under Seller’s insurance policy and receive all insurance proceeds payable as a result of such damage or destruction, except for the amount of rental loss insurance applicable to the period prior to the Closing Date which shall be retained by Seller. Until the Closing, Seller agrees to maintain in respect of the Property hazard insurance and rental loss insurance and until Closing all risk of loss shall be on the Seller.

        B.     If, prior to the Closing Date, all of the Property is taken by condemnation or eminent domain or same is pending, this Agreement shall terminate as of the day title to the Property or possession thereof vests in the condemning authority, so much of the Deposit is as then held by the Escrow Agent shall be returned by Escrow Agent to Purchaser, and upon such return this Agreement shall terminate and be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further rights, remedies, duties, liabilities or obligations to the other hereunder except for the Inspection Indemnity. If, prior to the Closing Date, there shall be any condemnation or eminent domain proceedings instituted or pending against less than all of the Property, and same would interfere with Purchaser’s ability to operate

-14-

the Property as an apartment community, or in Purchaser’s reasonable business judgment impairs the value of the Property or the operations thereon, then Purchaser may elect to terminate this Agreement by written notice given to Seller and Escrow Agent within five (5) days after Purchaser has received notice from Seller of such proceedings. Upon such notice to Seller and Escrow Agent so much the Deposit as is then held by Escrow Agent shall be returned to Purchaser by Escrow Agent, and upon such return this Agreement shall terminate and be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further rights, remedies, duties, liabilities or obligations to the other hereunder. Failure of Purchaser to so notify Seller and Escrow Agent within said five (5) days that Purchaser has elected to terminate this Agreement shall be deemed to mean that Purchaser has elected not to terminate this Agreement. If Purchaser does not so elect to terminate this Agreement, then the Closing shall take place as provided herein without abatement of the Purchase Price, and there shall be paid to and assigned to Purchaser at the Closing, all interest of Seller in and to any condemnation awards which have been paid or which may be payable to Seller on account of such occurrence.

ARTICLE XI --REMEDIES

        A.     Seller’s only remedy for Purchaser’s failure to close and consummate its acquisition of the Property as herein required shall be to obtain so much of the Deposit as is then held by Escrow Agent from Escrow Agent, the amount of which shall be and constitute Seller’s liquidated damages, it being otherwise difficult or impossible to estimate Seller’s actual damages, provided, however, that nothing herein shall limit the Inspection Indemnity. Seller hereby waives any right to specific performance, injunctive relief or other relief to cause Purchaser to perform its obligations under this Agreement, and Seller hereby waives any right to damages in excess of said liquidated damages occasioned by Purchaser’s breach of this Agreement, provided, however, that nothing herein shall limit the Inspection Indemnity. Seller and Purchaser acknowledge that it is impossible to estimate or determine the actual damages Seller would suffer because of Purchaser’s breach hereof, but that the liquidated damages provided herein represent a reasonable estimate of such actual damages and Seller and Purchaser therefore intend to provide for liquidated damages as herein provided, and that the agreed upon liquidated damages are not punitive or penalties and are just, fair and reasonable. Seller’s right to receive the specified liquidated damages is in lieu of any other right or remedy, all other rights and remedies being waived by Seller, provided, however, that nothing herein shall limit the Inspection Indemnity.

        B.     Purchaser’s only remedy for Seller’s failure to close and consummate the sale of the Property to Purchaser as herein required shall be to either: (i) close the transaction contemplated by this Agreement, thereby waiving such default, or (ii) terminate this Agreement and receive a return of so much of the Deposit as is then held by the Escrow Agent from Escrow Agent, or (iii) seek specific performance of this Agreement and of Seller’s obligations, duties and covenants hereunder; provided, however, if the remedy of specific performance is not available because Seller has voluntarily sold or encumbered the Property after the date of this Agreement, then Purchaser shall have the right to xxx Seller for the damages suffered because of Seller’s default.

-15-

ARTICLE XII -- NOTICES

        Whenever any notice, demand, or request is required or permitted hereunder, such notice, demand or request shall be in writing and shall be hand-delivered in person or sent by FedEx or other nationally recognized overnight delivery service, to the addresses set forth below:

To Purchaser:

Colonial Realty Limited Partnership
c/o Colonial Properties Trust
0000 0xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention:  Xx. Xxxxxx X. Given, Senior Vice President

With a Copy to:

Xxxxxxx X. Xxxxxx, Esquire
Xxxxxxx, Xxxxxx & Xxxxx, P.C.
Suite 400
The Land Title Building
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000

To Seller:

Xxxxxxx Properties Residential, L.P.
c/o Roberts Properties, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx and Xx. Xxxxxxx X. Xxxxxxx

With a copy to:

Xxxxxxx X. Xxxxxxx, Esq.
Xxxx Xxx Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000

To Escrow Agent:

Chicago Title Insurance Company
0000 Xxxxxxx Xxxxxxxx Xxxx

-00-

Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxxx

Any notice, demand, or request which shall be served upon any of the parties in the manner aforesaid shall be deemed sufficiently given for all purposes hereunder (i) at the time such notice, demand or request is hand-delivered in person, or (ii) on the day such notices, demands or requests are deposited with FedEx or other nationally recognized overnight delivery service in accordance with the preceding portion of this Article XII. Any party hereto shall have the right from time to time to designate by written notice to the others such other person or persons and at such other places in the United States as such party desires written notices, demands, or requests to be delivered or sent in accordance herewith; provided, however, at no time shall either party be required to send more than an original and two (2) copies of any such notice, demand or request required or permitted hereunder. Anything contained in this Article XII to the contrary notwithstanding, all notices from Seller and Purchaser may be executed and sent by their respective counsel.

ARTICLE XIII -- ACCESS

        Purchaser and its agents and representatives shall have the right to enter upon the Property at any reasonable time during normal business hours prior to the Closing Date for any lawful purpose, including, without limitation, to conduct the due diligence tests; provided, however, Purchaser shall conduct such tests in a manner designed to minimize the interference with the business and activities of existing tenants, Purchaser shall perform no invasive or destructive due diligence tests without first obtaining the prior written consent of Seller, and Purchaser shall pay for all such work performed on the Property and shall not permit the creation of any lien in favor of any contractor, subcontractor, materialman, mechanic, surveyor, architect or laborer. Purchaser hereby expressly agrees to indemnify, defend and hold Seller harmless against any claim, lien, damage or injury to either persons or property, and all costs and expenses related thereto (including without limitation reasonable attorney’s fees and costs), arising out of Purchaser’s or its agent’s or representative’s actions under this Article XIII. Prior to entry upon the Property by Purchaser or its agents or representatives, Purchaser shall deliver to Seller a certificate of liability insurance insuring Seller and Purchaser in an amount not less than $1,000,000.00 per occurrence. Purchaser shall promptly repair all damage to the Property arising from any of its inspections or tests and shall restore the Property to the same condition existing immediately prior to such inspections and tests. This Article XIII shall survive the Closing of the transaction contemplated herein or any termination of this Agreement. The indemnity and hold harmless provisions of this Article XIII are herein referred to as the “Inspection Indemnity”.

-17-

ARTICLE XIV -- BROKER

        Purchaser and Seller hereby represent to each other that no real estate broker or agent was involved in negotiating the transaction contemplated herein. In the event any claim(s) for real estate commissions, fees or compensation arise in connection with this Agreement and the transaction contemplated herein, Purchaser and Seller further covenant and agree that the party so incurring or causing such other claim(s) shall indemnify, defend and hold harmless the other party from any loss, claim or damage which the other party suffers because of said other claim(s). This Article XIV shall survive the Closing of the transaction contemplated herein or any termination of this Agreement.

ARTICLE XV -- REPRESENTATIONS AND WARRANTIES OF SELLER

        Whenever a representation or warranty is made in this Agreement “to the best of Seller’s knowledge,” “to Seller’s actual knowledge,” or by using words of similar import or meaning, the same shall mean and refer to the actual, but not constructive knowledge of Xxxxxxx X. Xxxxxxx and/or Xxxxxxx X. Xxxxxxx, respectively the President and the Chief Operating Officer/Secretary and former Treasurer and presently a Director of Xxxxxxx Realty Investors, Inc., the sole general partner of Seller, and not any thing which either of said individuals should have known but did not actually know. Similarly, whenever reference is made in this Agreement to a notice having been received by Seller, the same shall mean and refer to any notice which has actually been received by either Xxxxxxx X. Xxxxxxx or Xxxxxxx X. Xxxxxxx.

        To induce Purchaser to enter into this Contract and to close the transactions described herein, Seller represents and warrants to Purchaser, as of the date hereof, as follows:

        A.     The copies of the documents, instruments, records and information which Seller has provided to Purchaser in connection with this Agreement are true and correct to the best of Seller’s knowledge.

        B.     Seller has been duly organized and is validly existing as a Georgia limited partnership, and Seller is in good standing in the State of Georgia. Seller has the full power and authority and has obtained any and all consents required thereof to carry on its business at the Property, and to enter into, execute, deliver and perform this Agreement and all agreements and documents contemplated hereby. The execution and delivery of this Agreement and all agreements and documents contemplated hereby, and performance by Seller of its obligations hereunder, have been duly authorized, and no further action or approval of Seller is required to cause this Agreement to be binding, valid, and enforceable against Seller. To the best of Seller’s knowledge, no action by any federal, state, local, or other governmental agency or instrument is necessary to make this Agreement binding, valid and enforceable against Seller. Subject to obtaining approval and consent from the holder of the First Mortgage Loan to the transaction contemplated herein, to the best of Seller’s knowledge, neither the execution of this Agreement nor its performance by Seller will result

-18-

in the breach of any mortgage, encumbrance, instrument, restriction, covenant, agreement, or other undertaking to which Seller is a party or by which Seller is bound.

        C.     Seller has received no notice of, and to Seller’s knowledge, there is not now pending, any litigation, condemnation or other legal proceeding against the Property or Seller with respect to the Property.

        D.     Seller has received no notice of any failure to comply with all applicable laws for the present use and occupancy of the Property or any applicable: (i) federal, state and local laws, regulations, ordinances and codes, including without limitation, building, land use, environmental and zoning laws regulations, (ii) development agreements or similar contracts between private parties affecting the development, construction, use and occupancy of the Property, and (iii) judgments, orders or decrees of any court having jurisdiction over Seller or the Property.

        E.     Except as set forth in the rent roll delivered to Purchaser pursuant to Section VI E hereof and in the leases made available to Purchaser at the Property: (a) there has been no default or any claim of default, under any lease, and no tenant has asserted or has any defense, set off, or claim with regard to the tenancy pursuant to any lease; (b) to the best of Seller’s knowledge all of the rents are legally collectable; (c) all commissions, other compensation, and fees payable in connection with any lease made prior to Closing shall be fully paid and terminated with respect to Purchaser prior to Closing, except for any leasing bonuses due on-site leasing personnel; (d) there are no leases affecting all or any part of the Property other than those identified and delivered to Purchaser hereunder, and those executed by Seller or its property manager after the date of this Agreement in accordance with Article XVI hereof, and there are no written or oral promises, understandings, agreements, or commitments between Seller and any other party for the use, occupancy, or possession of the Property, except those made available to Purchaser; and (e) no tenant has prepaid rent for more than the current period, or is entitled to any work (not yet performed) or consideration (not yet given) in connection with the tenancy, except as disclosed in the rent roll delivered pursuant to Section VI E hereof.

        Unless (i) a written notice is given by Purchaser to Seller on or before the end of the day which is six (6) months after the Closing Date respecting any violation or default under any Seller’s representations or warranties contained herein, and (ii) a lawsuit is filed by Purchaser against Seller on or before the end of the day which is seven (7) months after the Closing Date respecting any violation or default under any of Seller’s representations or warranties contained herein, Seller’s representations and warranties contained herein shall be null and void and of no further force or effect and Purchaser shall have no further rights against Seller in connection therewith. The aggregate liability of Seller to Purchaser respecting any and all breaches of Seller’s representations and warranties contained in this Agreement shall be limited to $500,000.00.

-19-

        EXCEPT AS SET FORTH ABOVE IN THIS ARTICLE XV, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, PURCHASER RELYING ENTIRELY ON ITS OWN INVESTIGATIONS OF THE PROPERTY.

ARTICLE XVI -- SELLER’S COVENANTS PRIOR TO CLOSING

        Seller covenants and agrees with Purchaser from the date hereof and until the Closing or the earlier termination of this Agreement:

            A.     From and after the date hereof, Seller shall in connection with the Property:

            (i)     Carry on its business in respect of the Property in, and only in, the usual, regular and ordinary course;

            (ii)    Perform all of its obligations under agreements and instruments relating to or affecting the Property;

            (iii)   Maintain the books of account and records for the Property in the usual, regular and ordinary manner;

            (iv)   Comply with all laws, ordinances, orders, regulations and requirements applicable to it or to the conduct of its business in the usual, regular and ordinary course.

            B.     Seller shall not grant a mortgage, restriction or easement further encumbering the Property, or list the property with any broker or otherwise solicit or make or accept any offers to sell the Property.

            C.     Seller will not enter into any new service contracts or extend or renew any service contract without obtaining Purchaser’s prior approval which Purchaser agrees not to unreasonably withhold, delay or condition, except service contracts entered into in the ordinary course of business that are terminable without cause and without fee or penalty on thirty (30) days’ notice.

            D.     Seller agrees to make rent-ready all apartment units at the Property which become vacant five (5) or more business days prior to the Closing, and to credit Purchaser at Closing in the amount of $250.00 for each apartment unit at the Property which is vacant on the Closing Date, which was vacant five (5) or more business days prior to the Closing Date, and which has not been made rent-ready by Seller.

-20-

ARTICLE XVII -- “AS-IS” SALE

            A.     Purchaser acknowledges that except for Seller’s representations, warranties and covenants contained herein and except for the written disclosures delivered to Purchaser by Seller as set forth herein, neither Seller, nor anyone acting or claiming to act for or on behalf of Seller, has made any representations, warranties, promises or statements to Purchaser concerning the Property. Purchaser further acknowledges and agrees that all material matters relating to the Property will be independently verified by Purchaser to its full satisfaction within the time provided under this Agreement, that, except as to Seller’s representations, warranties and covenants contained in this Agreement, Purchaser will be acquiring the Property based solely upon and in reliance on its own inspections, analyses and conclusions, and that if Purchaser acquires the Property, it will acquire the Property in the Property’s “AS-IS” condition and “AS-IS” state of repair inclusive of all faults and defects, whether latent or patent, or known or unknown. Without limiting the scope or generality of the foregoing, and subject to the same limitations stated above, Purchaser expressly assumes the risk that the Property may not now or in the future comply with any applicable laws now or hereafter in effect.

            B.     Purchaser further acknowledges and agrees that any written disclosures given by Seller, except for Seller’s representations and warranties set forth herein and except as otherwise provided herein, are given for disclosure purposes only and that they do not constitute representations or warranties that the adverse conditions so disclosed to Purchaser are the only adverse conditions that may exist at or otherwise affect the Property and, without limiting the scope or generality of this Article XVII, Purchaser expressly assumes the risk that adverse physical, environmental, financial and legal conditions may not be revealed by Purchaser’s inspection and evaluation of the Property or any other material matters.

            C.     Except as specifically provided herein, Purchaser hereby fully and forever waives, and Seller hereby fully and forever disclaims, all warranties and representations not expressly set forth herein, of whatever type or kind with respect to the Property, whether express, implied or otherwise including, without limitation, those of fitness for a particular purpose, tenantability, habitability or use.

            D.     Purchaser further acknowledges that any information including, without limitation, any engineering reports, architectural reports, feasibility reports, marketing reports, soils reports, environmental reports, analyses or data, or other similar reports, analyses, data or information of whatever type or kind which Purchaser has received or may hereafter receive from Seller, its agents, its consultants, or anyone acting or claiming to act on its behalf are furnished without warranty of any kind and with no representation by Seller as to their completeness or accuracy (except that Seller is providing such information to Purchaser in good faith and with no basis in Seller’s actual knowledge to believe that such information is not accurate or misleading as provided herein) and on the express condition that Purchaser shall make its own independent verification of the accuracy, reliability and sufficiency of such information and that Purchaser will not rely thereon. Accordingly, Purchaser agrees that under no circumstances will it make any claim, directly or indirectly, against, bring any action, cause of action or proceeding against, or assert any liability upon, Seller, its agents, consultants, contractors, or any other persons who

-21-

prepared or furnished any of the information to Purchaser hereunder as a result of the inaccuracy, unreliability or insufficiency of, or any defect or mistake in, any of the information provided to Purchaser hereunder. This Section XVII D has application to third party deliveries, and does not apply to deliveries of Seller’s documents and instruments, such as, but not limited to, rent rolls, leases, service contracts and operating statements, and has no application to Seller’s representations and warranties contained in this Agreement.

            E.     Purchaser hereby fully and forever releases, acquits and discharges Seller of and from, and hereby fully and forever waives:

            (i)    Any and all claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, that Purchaser now has or may have or which may arise in the future arising out of, directly or indirectly, or in any way connected with: (a) any negligent act or omission of Seller (or any person acting for or on behalf of Seller or for whose conduct Seller may be liable), whether or not such negligence be the active, passive or sole negligence of Seller, in connection with Seller’s prior ownership, operation or use of the Property; (b) any condition of environmental contamination or pollution at the Property, however and whenever occurring (including, without limitation, the contamination or pollution of any surface or subsurface soils, subsurface media, surface waters or ground waters at the Property; (c) to the extent not already included in (b), above, the prior, present or future existence, release or discharge, or threatened release, of any hazardous materials at the Property, however and whenever occurring (including, without limitation, the release or discharge, or threatened release, of any hazardous materials into the air at the Property, or into any soils, subsoils, surface waters or ground waters at the Property); (d) the violation of any applicable law now or hereafter in effect, however and whenever occurring, with respect to the Property; (e) geologic and seismic conditions at the Property, and soil and subsoil conditions at the Property; or (f) the construction or condition of the Property (including, without limitation, any structural, foundation, roof, plumbing, heating, air-conditioning, electrical, mechanical and other defects as may exist therein and any non-compliance thereof with building codes, other applicable laws, and private restrictions).

            (ii)    Any and all damages; losses; costs; judgments; fines and penalties; fees; expenses; or other compensation whatsoever arising out of, directly or indirectly, or in any way connected with, any of the matters described in clauses (a) through (f) of this Section XVII E.

            (iii)   Any claim for or right to indemnification, contribution or other compensation based on or arising under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., or the Resource Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. §6901, et seq., or any similar or other applicable law now or hereafter in effect.

-22-

            (iv)   Any claim for or based on trespass, nuisance, waste, negligence, negligence per se, strict liability, ultrahazardous activity, indemnification, contribution or other theory arising under the common law of the State of Georgia (or any other applicable jurisdiction) or arising under any applicable law now or hereafter in effect.

        For purposes of this Article XVII, the word “at” also means on, beneath, in, above, and in the vicinity of. This Section XVII E has no application to deliveries of Seller’s documents and instruments, such as, but not limited to, rent rolls, leases, service contracts and operating statements, and has no application to Seller’s representations and warranties contained in this Agreement.

        Anything contained in this Section XVII E to the contrary notwithstanding, the terms and provisions of this Section XVII E shall not apply to (i) any statutory right Purchaser may have to implead or seek contribution from Seller as a result of (a) any order issued to Purchaser by a governmental authority having jurisdiction, or (b) any claim made or judicial or administrative proceeding instituted against Purchaser by a governmental authority having jurisdiction, in either such case, relating to the presence, release or discharge of hazardous or toxic substances in, on, from, under or about the Property, but only to the extent caused by Seller during the period from Seller’s acquisition of the Land to the Closing Date; or (ii) fraud or intentional misrepresentation committed by Seller.

            F.     The provisions of this Article XVII shall survive Closing. Purchaser hereby acknowledges and agrees that the provisions of this Article XVII are material and included as a material portion of the consideration given to Seller by Purchaser in exchange for Seller’s performance under this Agreement and that Seller has given Purchaser material concessions regarding this transaction in exchange for Purchaser agreeing to the provisions of this Article XVII.

ARTICLE XVIII -- MISCELLANEOUS

            A.     This Agreement is one of five Sales Contracts (the “Sales Contracts”) entered into concurrently by Seller and Purchaser which in the aggregate evidence the sale by the Seller to Purchaser of five garden apartment communities known as Bradford Creek Apartments, Plantation Trace Apartments, Xxxxxxx Xxxx Apartments, River Oaks Apartments and Veranda Chase Apartments (the “Five Communities”). The sale by Seller to Purchaser will be consummated in five separate closings. There are five different Sales Contracts being entered into, to facilitate necessary consents, including obtaining any required consent from each holder of the first-in-priority mortgage loan secured by each of the Five Communities. Therefore, and anything contained in this Agreement to the contrary notwithstanding, Seller and Purchaser agree that Purchaser does not have the right to purchase fewer than all Five Communities, the closing and consummation of which are to occur concurrently, and Purchaser shall not have the right to acquire fewer than all Five Communities. Therefore, in the event that Purchaser elects according to the terms and provisions of this Agreement, or any of the other four Sales Contracts, to terminate and not acquire the Property, or any of the other

-23-

of the Five Communities covered by the other Sales Contracts, Purchaser must concurrently terminate all Sales Contracts respecting its acquisition of all Five Communities whereupon Escrow Agent shall return the Deposit under each of the Sales Contract (less $100.00 which shall be paid by Escrow Agent to Seller in consideration of Seller’s having held each of the Five Communities off the market) to Purchaser, and thereafter the Sales Contracts shall terminate and be null and void and of no further force or effect, and neither Seller nor Purchaser shall have any further rights, duties, liabilities or obligations to the other by reason thereof, except for the Inspection Indemnity contained in each of the Sales Contracts. The foregoing part of this Section XVIII A to the contrary notwithstanding, in the event the condition precedent set forth in Sections IX B and IX C hereof or in any of the other Sales Contracts has not been satisfied with respect to one or more of the Five Communities on June 8, 2004, Seller and Purchaser agree as follows: (a) Seller and Purchaser shall close and consummate on June 10, 2004, the sale by Seller to Purchaser of all of the Five Communities respecting which the condition precedent set forth in Sections IX B and C hereof (and the similar conditions precedent in the other Sales Contracts) has been satisfied; and (b) and with regard to any of the Five Communities respecting which the condition precedent set forth in Sections IX B and C hereof (and the similar conditions in the other Sales Contracts) has not been satisfied, the Closing for such transaction shall occur on the date that is two (2) business days after the condition set forth in Sections IX B and IX C of this Sales Contract (and the similar conditions in the other Sales Contracts) is satisfied, and Purchaser will cause to be deposited on June 10, 2004, as an additional xxxxxxx money deposit under those Sales Contracts where the transaction has not been consummated on June 10, 2004, an amount so that the total amount of xxxxxxx money deposit(s) being held under all of the Sales Contracts where the transaction was not consummated on June 10, 2004, is $2,500,000.00, which shall be held as xxxxxxx money until the final Closing under the Sales Contracts is consummated and completed.

            B.     This Agreement constitutes the entire agreement between the parties hereto and cannot be changed or modified other than by a written agreement executed by both Purchaser and Seller. This Agreement supersedes all previous agreements and understanding between the parties hereto with respect to the subject matter hereof.

            C.     Irrespective of the place of execution or performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. All terms and words used in this Agreement regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require.

-24-

            D.     This Agreement may be executed in more than one counterpart, each of which shall be deemed an original.

            E.     Time is of the essence of this Agreement and each term and provision hereof. In the event that the last day for performance of any matter herein falls on a Saturday, Sunday or legal holiday, the time for performance shall automatically be extended to the next business day.

            F.     If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such terms, covenants and conditions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant and condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

            G.     All rights, powers and privileges conferred hereunder upon the parties unless otherwise provided shall be cumulative and not restricted to those given by law.

            H.     No failure of any party to exercise any power given such party hereunder or to insist upon strict compliance by any other party to its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof, shall constitute a waiver of any party’s right to demand exact compliance with the terms hereof.

            I.     Purchaser reserves the right to waive, in whole or in part, any condition or contingency herein which is for the Purchaser’s benefit.

            J.     Subject to Section XVIII J hereof, the provisions of this Agreement shall extend to, bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, assigns and the legal representatives of their estates.

            K.     This Agreement may not be assigned by Purchaser without Seller’s prior written consent which may be given or withheld by Seller in its sole discretion. If Seller agrees to an assignment by Purchaser of this Agreement, thereafter any reference in this Agreement to Purchaser shall be deemed to refer to such assignee or assignees. No assignment by Purchaser shall relieve Purchaser of any of Purchaser’s obligations hereunder.

            L.     Anything contained in this Agreement to the contrary notwithstanding, (i) except as specifically set forth in this Agreement to the contrary, the terms and provisions of this Agreement shall not survive Closing and shall be merged into the Deed; and (ii) except as specifically set forth in this Agreement to the contrary, Seller does not make any warranties or representations of any kind or character, expressed or implied, with respect to the Property, its physical condition, income to be derived therefrom or expenses to be incurred with respect thereto, or any other matter or thing relating to or affecting the Property, and there are no oral or written agreements, warranties or representations with respect to the Property, except as otherwise expressly set forth in this Agreement.

-25-

            M.        Seller and Purchaser each shall have the right to consummate the transaction contemplated in this Agreement as part of an exchange of like-kind property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Seller and Purchaser agree to cooperate with each other to effect such an exchange for Seller, Purchaser or both of them provided, however, (i) the ability of a party to effect an exchange shall not be a condition precedent to that party’s obligations under this Agreement, (ii) an exchange being effected by a party shall not result in any additional cost (other than a nominal cost) to the other party; (iii) neither party shall be obligated to take title to any other real property in order to effect such an exchange for the other party; (iv) no exchange shall delay the Closing Date; and (iv) any exchange being effected by a party shall be effected by means of that party’s use of a qualified intermediary.

            O.     This Agreement may be executed in one or more counterparts, each of which shall constitute an originally executed Agreement, and it shall not be necessary that each party execute the same counterpart of this Agreement as long as each party executes one or more counterparts of this Agreement.

            P.     Seller acknowledges that it has been informed that Purchaser is affiliated with Colonial Properties Trust (the “REIT”), a company whose securities are publicly traded. Seller agrees not to disclose the existence of this Agreement, or discussions about or the terms hereof (except to its attorneys, accountants, other advisors and partners, provided that they agree not to disclose such information) without Purchaser’s consent, unless required by law or unless such information is otherwise publicly available. Seller also agrees not to utilize any confidential information about the REIT learned as a result of this transaction in connection with investments and the securities of the REIT. As Seller is also affiliated with a publicly-traded REIT, Purchaser likewise makes the same agreements for the benefit of Seller as Seller made for Purchaser in this Section XVIII P.

            Q.     The offer made in this Agreement by Purchaser shall expire and be null and void unless accepted, signed, and returned to Purchaser by April 26, 2004. This offer supersedes any and all other offers made by Purchaser with respect to the Property.

-26-

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, sealed and delivered the day and year first above written.

SELLER:

XXXXXXX PROPERTIES RESIDENTIAL, L.P., a

Georgia limited partnership

By:  Xxxxxxx Realty Investors, Inc., a Georgia

        corporation, its sole general partner

By:  /s/ Xxxxxxx X. Xxxxxxx                      

      Name:  Xxxxxxx X. Xxxxxxx                 

      Title:    President                                 

                     (CORPORATE SEAL)

PURCHASER:

COLONIAL REALTY LIMITED

PARTNERSHIP, a Delaware limited partnership

      By:  Colonial Properties Trust, an Alabama real

              estate trust, its general partner

               By:  /s/ Xxxx X. Xxxxx                

               Name: Xxxx X. Xxxxx                  

               Title:Executive Vice President

                     (CORPORATE SEAL)

[Executions continued on next page]

-27-

Chicago Title Insurance Company joins in the execution of this Agreement under seal for the purpose of acknowledging the agreement as to the holding of the Deposit in escrow, as of the day and year first above written.

ESCROW AGENT:

CHICAGO TITLE INSURANCE COMPANY

By:  /s/ Xxxxx X. Xxx          

-28-

FIRST AMENDMENT TO SALES CONTRACT

        THIS FIRST AMENDMENT TO SALES CONTRACT (the “Amendment”) is made and entered into this 21st day of May, 2004, by and between XXXXXXX PROPERTIES RESIDENTIAL, L.P., a Georgia limited partnership (hereinafter referred to as the “Seller”), and COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as the “Purchaser”).

W I T N E S S E  T H    T H A T:

        WHEREAS, Seller and Purchaser are parties to that certain Sales Contract dated April 26, 2004, with respect to the sale by Seller to Purchaser of that certain property located in Xxxxxx County, Georgia commonly known as the Xxxxxxx Xxxx Apartments, which Sales Contract was also executed by Chicago Title Insurance Company as the Escrow Agent (hereinafter referred to as the “Sales Contract”); and

        WHEREAS, Seller and Purchaser are mutually desirous of entering into this Amendment to amend certain terms and provisions of the Sales Contract, only as hereinafter specifically set forth.

        NOW, THEREFORE, for and in consideration of the premises, Ten Dollars ($10.00) in hand paid by Purchaser to Seller, and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by Seller and Purchaser prior to the execution, sealing and delivery of this Amendment, Purchaser and Seller, intending to be legally bound, hereby agree as follows:

        1.     The foregoing recital of facts is hereby incorporated herein to the same extent as if hereinafter fully set forth. Capitalized words and phrases used herein which are not defined herein but which are defined in the Sales Contract shall have the meaning ascribed thereto in the Sales Contract.

        2.     The Sales Contract provides for a “as-is” sale of the Property by Seller to Purchaser, Seller having made no representations or warranties with respect to the Improvements or the physical condition of the Property. Purchaser has conducted its due diligence investigations of the Property and has determined that there are certain deferred maintenance-capital expenditure-structural issues with respect to the Property, and Purchaser has advised Seller that Purchaser is unwilling to consummate the transaction contemplated in the Sales Contract unless Seller agrees to reduce the Purchase Price by $250,000.00 in order to compensate Purchaser with respect to the deferred maintenance-capital expenditure-structural issues existing with respect to the Property. Seller has agreed to such a Purchase Price reduction to settle these issues with Purchaser and to be able to conclude the Closing. Therefore, the Sales Contract is hereby amended by reducing the Purchase Price from Twenty-Six Million Seven

Hundred Eighty-Thousand and No/100 Dollars ($26,780,000.00) to Twenty-Six Million Five Hundred Thirty Thousand and No/100 Dollars ($26,530,000.00). Purchaser acknowledges that this Purchase Price reduction is to constitute full consideration from Seller to Purchaser with regard to all deferred maintenance-capital expenditure-structural issues in regard to the Property. Article XVII of the Sales Contract remains in full force and effect and is hereby reiterated herein. This paragraph 2 shall survive the Closing.

        3.     The Sales Contract is hereby amended by adding the following Section XVIII R:

                 “R.      Seller agrees for a period of ninety (90) days after the Closing Date to make Seller’s financial books and records available to Purchaser’s auditors in Seller’s offices where such financial books and records are normally located, in order to allow Purchaser’s auditors to conduct an audit of Seller’s financial books and records in order to comply with the applicable rules and regulations of the Securities and Exchange Commission. Purchaser agrees to pay all costs and expenses incurred by Seller and its agents and representatives, including Seller’s accountants and attorneys, in connection with the audit to be conducted by Purchaser’s auditors. This Section XVIII R shall survive the Closing.”

        4.     The Sales Contract is hereby amended by adding the following Section XVIII S:

                “S.      Seller has advised Purchaser that the xxxxxxxx for water usage at the Property over the last approximately 3 years have been less than the xxxxxxxx during the preceding period of time, and that Seller has previously contacted the City of Atlanta/Xxxxxx County Water Department authorities to report the situation and that such authorities have inspected the Property and advised Seller that Seller has been properly charged for water usage at the Property. During the course of its due diligence investigations, Purchaser has also questioned Seller regarding what appeared to Purchaser to be a below-average billing for water usage at the Property. Therefore, Seller and Purchaser have agreed that at the Closing and out of the cash portion of the Purchase Price being paid by Purchaser to Seller at Closing, Seller will deposit $110,000.00 in escrow with its attorneys, Xxxx Xxx Zatcoff & Xxxxxxxxx, LLP (in this capacity being hereinafter referred to as the “Escrow Agent”), pursuant to the terms and provisions of an Escrow Agreement to be entered into by Seller, Purchaser and Escrow Agent in form and substance satisfactory to them. The Escrow Agreement will provide (i) that Seller’s total liability with respect to water usage at the Property and any rebilling of same shall be limited to the $110,000.00 deposited into escrow plus any interest earned thereon while being held in escrow; (ii) in the event that Purchaser receives on or before December 1, 2004, a rebilling from the appropriate governmental authority with respect to the water usage at the Property for any period of time prior to the Closing Date, Purchaser shall be entitled to request and receive from the Escrow Agent out of the monies being held in escrow the amount, up to the total amount being held in escrow, to pay for such rebilling; and (iii) in the event that Purchaser has not received any rebilling for water usage at the Property prior to the Closing Date and so notified Escrow Agent and Seller prior to

-2-

December 1, 2004, Escrow Agent shall on December 2, 2004 disburse to Seller all amounts being held under the Escrow Agreement. Purchaser shall have the right after the Closing Date to contact the appropriate governmental authorities and otherwise make its own determination as to whether or not there has been an underbilling for water usage at the Property.

        5.     Seller and Purchaser agree to use their good faith commercially reasonable efforts to cause the Closing Date to occur on June 1, 2004.

        6.     Except as herein amended, the Sales Contract shall remain in full force and effect and unamended. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by Georgia law. This Amendment may be executed in multiple counterparts, which, when combined together, shall constitute an original of this Amendment. In addition, facsimile signatures of the parties shall be effective on all counterparts of this Amendment.

        7.     This Amendment, together with the Sales Contract, embodies the entire agreement of the parties hereto with respect to the sale of the Property and incorporates all previous correspondence or communications, whether written or oral. The Sales Contract, as amended hereby, can be further modified or varied only by written instrument executed by both Seller and Purchaser.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, sealed and delivered the day and year first above written.

SELLER:

XXXXXXX PROPERTIES RESIDENTIAL, L.P., a

Georgia limited partnership

By:  Xxxxxxx Realty Investors, Inc., a Georgia

        corporation, its sole general partner

By:  /s/ Xxxxxxx X. Xxxxxxx                      

      Name:  Xxxxxxx X. Xxxxxxx                 

      Title:    President                                 

                     (CORPORATE SEAL)

        [Executions continued on next page]

-3-

PURCHASER:

COLONIAL REALTY LIMITED

PARTNERSHIP, a Delaware limited partnership

      By:  Colonial Properties Trust, an Alabama real

              estate trust, its general partner

               By:  /s/ Xxxxxx X. Given                

               Name: Xxxxxx X. Given                  

               Title:   Sr. Vice President                

                     (CORPORATE SEAL)

-4-