AGREEMENT OF SALE AND PURCHASE between Windsor at Ashton Park Limited Partnership Seller and Walden Residential Properties, Inc. Purchaser

                  AGREEMENT OF SALE AND PURCHASE
                             between
            Windsor at Ashton Park Limited Partnership
                              Seller
                               and
               Xxxxxx Residential Properties, Inc.
                            Purchaser

                  Date:  As of November 14, 1997








                            Property:

                      Windsor at Ashton Park
                        0000 Xxxxxx Xxxxxx
                          Xxxxx, Xxxxxxx

                        TABLE OF CONTENTS
                                                             Page
1.   Property to Be Conveyed.. . . . . . . . . . . . . . . . . .2
2.   Purchase Price. . . . . . . . . . . . . . . . . . . . . . .4
3.   No Recording. . . . . . . . . . . . . . . . . . . . . . . .5
4.   Inability to Fulfill the Contract.. . . . . . . . . . . . .5
5.   Notices.. . . . . . . . . . . . . . . . . . . . . . . . . .7
6.   Real Estate Brokers.. . . . . . . . . . . . . . . . . . . .8
7.   Fees and Disbursements of Counsel, Etc. . . . . . . . . . .9
8.   Closing of Title. . . . . . . . . . . . . . . . . . . . . .9
9.   Apportionments. . . . . . . . . . . . . . . . . . . . . . .9
10.  Condition of Property; No Representations by Seller.. . . 12
11.  Tenancies and Leases. . . . . . . . . . . . . . . . . . . 13
12.  Fire, Casualty and Condemnation.. . . . . . . . . . . . . 13
13.  Title.. . . . . . . . . . . . . . . . . . . . . . . . . . 15
14.  Nonassignable Contract. . . . . . . . . . . . . . . . . . 16
15.  Purchaser's Representations and Warranties. . . . . . . . 16
16.  Seller's Representations and Warranties.. . . . . . . . . 17
17.  Access to Property. . . . . . . . . . . . . . . . . . . . 20
18.  Discharge of Seller's Obligations Hereunder.. . . . . . . 20
19.  Signage . . . . . . . . . . . . . . . . . . . . . . . . . 21
20.  Conditions Precedent to Purchaser's Obligations.. . . . . 21
21.  Conditions Precedent to Seller's Obligations. . . . . . . 22
22.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 22


EXHIBITS

Exhibit A - Description of Land
Exhibit B - Personalty
Exhibit C - Documents To Be Delivered; Obligations Of Purchaser And Seller
Exhibit D - Wiring Instructions - Commonwealth Land Title Insurance Company
Exhibit D-1 - Wiring Instructions - BankBoston, N.A. - Windsor Realty
              Fund-I L.P.
Exhibit E - Commonwealth Insurance Commitment
Exhibit F - Service Contracts
Exhibit G - Rent Roll
Exhibit H - Permitted Exceptions
Exhibit I - Survey Standards
Exhibit J - Standards For Title To Land And Improvements
Exhibit K - Special Warranty Deed
Exhibit L - Xxxx of Sale
Schedule M - Assignment Agreement Regarding Leases
Exhibit N - Assignment Agreement Regarding Security Deposits
Exhibit O - Assignment Agreement Regarding Service Contracts
Exhibit P - Certificate Regarding Foreign Investment in Real Property Tax Act
Exhibit Q - Debt Financing Documents

     This AGREEMENT OF SALE AND PURCHASE (hereinafter referred to
as this "Agreement"), entered into as of this 14th day of November,
1997 (the "Contract Date"), by and between Windsor at Ashton Park
Limited Partnership, a Delaware limited partnership, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, XX 00000 (hereinafter referred to as "Seller) and Xxxxxx
Residential Properties, Inc., a Maryland Corporation having its
principal place of business at One Lincoln Centre, 0000 XXX
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 ( hereinafter referred to
as Purchaser").  Seller and Purchaser are hereinafter sometimes
respectively referred to individually as "Party" and collectively
as "Parties".

                       W I T N E S S E T H:

     WHEREAS, Seller is the owner of the Property (as hereinafter
defined), which is located in the City of Tampa, County of
Hillsborough, State of Florida, the improved portions of which are
known as street address 0000 Xxxxxx Xxxxxx; and

     WHEREAS, Seller is desirous of selling the Property to
Purchaser and Purchaser is desirous of buying the Property from
Seller; and

     WHEREAS, Seller and Purchaser desire to set forth their mutual
understandings and agreements with respect to the sale and purchase
of the Property.

     NOW THEREFORE, in consideration of these premises and the
mutual promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties do hereby agree as follows:

     1.   PROPERTY TO BE CONVEYED.

     Upon and subject to the following terms, agreements, covenants
and conditions, Seller agrees to sell and convey to Purchaser and
Purchaser agrees to purchase from Seller that certain parcel of
land more particularly described in Exhibit A annexed hereto and
made a part hereof (hereinafter referred to as the "Land"),
TOGETHER WITH all of the following:

     (a)  All buildings, structures and other improvements
(hereinafter collectively referred to as the "Improvements")
located, placed, erected or constructed upon the Land.

     (b)  All of Seller's estate, right, title and interest, if,
any, in and to any and all streets, roads, alleys, strips or gores
adjoining the Land, all easements, rights of way, air rights,
privileges, licenses, hereditaments, and any appurtenances and
other rights and benefits belonging, or in any way related, to the
Land, including, without limitation, any and all development rights
appurtenant and related solely to the Land; and all right, title
and interest of Seller, if any, in and to any award made or to be
made in lieu thereof and in and to any award for damage to the Land
or the Improvements by reason of any change of grade in, or partial
or total discontinuance of any street or road.

     (c)  Seller's right, title, and interest, if any, to those
items of personal property listed on Exhibit B annexed hereto and
made a part hereof.

     (d)  All of Seller's right, title and interest, to the leases
and license agreements, as amended, shown on Exhibit G annexed
hereto, a current rent roll, as said Exhibit G may be modified
between the date of this Agreement and the Closing Date as
contemplated by Section 11 (hereinafter referred to as the
"Leases").

     (e)  Seller's right, title and interest, if any, in the
intangible personal property, being all intangible personal
property related to the Land and Improvements, including, without
limitation; all trade names and trade marks associated with the
Land and the Improvements, including Seller's rights and interests
in the name of the Property, but excluding the right to use the
name "Windsor" or any materials containing that name;(all of the
items enumerated under clauses (c) and (e) being collectively
referred to herein as the "Personalty").  Purchaser agrees to pay,
and Purchaser hereby agrees to indemnify and hold Seller and
Seller's successors and assigns harmless from and against, any and
all sales taxes, if any, which may at any time be assessed in
connection with the sale of Seller's interest, if any, in the
Personalty.  The provisions of this Section shall survive the
Closing and the delivery of the Deed.

     (f)  All of Seller's estate, right, title and interest, if
any, in the Service Contracts set forth on Exhibit F annexed
hereto, the plans and specifications and other architectural and
engineering drawings for the Improvements, if any; warranties if
still in effect; contract rights related to the construction,
operation, ownership or management of the property (but only to the
extent Seller's obligations thereunder are expressly assumed by
Purchaser pursuant to this Agreement and specifically excluding the
current management agreement between Seller and Windsor Investment
Company, Inc. which shall be terminated effective as at the Closing
Date as hereinafter defined); governmental permits, approvals and
licenses (to the extent assignable); tenant list and
correspondence; telephone exchange numbers (to the extent
assignable) and all promotional materials relating to the Property
but, again, specifically excluding the right to use the name
"Windsor" or any materials containing that name.  Notwithstanding
the foregoing Seller agrees that Purchaser may use the "Windsor"
name on materials containing that name for a transition period
ending sixty (60) days after the Closing Date.

     The Land and those items enumerated under the foregoing
clauses (a), (b), (c) (d), (e) and (f), together with Seller's
right, title and interest in and to any and all other property,
which under the provisions of Exhibit C hereto and made a part
hereof are to be transferred, assigned or set over unto Purchaser,
are herein collectively referred to as the "Property".

     2.   PURCHASE PRICE.

     The purchase price (hereinafter referred to as the "Purchase
Price") payable by Purchaser to Seller for the Property is Seven
Million Dollars ($7,000,000).  The Purchase Price shall be payable
by Purchaser as follows:

     (i)  simultaneously with the execution of this Agreement, the
sum of Seventy Thousand Dollars ($70,000) in the form of a wire
transfer of immediately available Federal Funds to the account of
Commonwealth Land Title Insurance Company (Florida or Boston
office, but not yet determined which one)(hereinafter referred to
as the "Title Company") (in accordance with the wiring instructions
set forth on Exhibit D hereto), shall be paid to the Title Company
as escrow agent as a deposit hereunder (hereinafter being referred
to as the "Contract Deposit").  The Title Company shall hold the
Contract Deposit in escrow in an interest-bearing bank account.
Any and all interest earned on the Contract Deposit shall become
and be deemed to be a part of the Contract Deposit.  If the
transaction contemplated hereby does not close because of a default
by Purchaser, then the Contract Deposit shall be paid to the Seller
pursuant to, and in accordance with, the provisions of Section 4.C.
hereof.  In the event the transaction contemplated hereby does not
close because of the inability or failure of Seller to fulfill
Seller's obligations under this Agreement, the Contract Deposit
shall be returned to Purchaser pursuant to, and in accordance with,
the provisions of Section 4.A. hereof, unless Purchaser invokes the
rights afforded Purchaser by virtue of Section 4.B. hereof.
Notwithstanding the above, Purchaser may choose in its sole and
absolute discretion by giving written notice to Seller, to
terminate this Agreement for any reason until 5:00 p.m. EST on
Monday, November 24, 1997, the end of the Purchaser's Review Period
(as defined in Section 13B); whereupon the Contract Deposit shall be
returned to the Purchaser and the parties shall have no further
obligations to one another;

     (ii) At the Closing (as hereinafter defined in Section 8
hereof), the Purchase Price shall be paid by Purchaser's assumption
of the existing debt financing encumbering the Property.  The
documents comprising the debt financing are an Amended and Restated
Promissory Note, Amended and Restated Mortgage and Security
Agreement (hereinafter referred to as the "Mortgage"), an Amended
and Restated Assignment in Lessor's Interest in Leases, an
Unsecured Indemnity Agreement and miscellaneous documents, all
dated January 10, 1997, and set forth on Exhibit Q hereto
(hereinafter referred to as "Debt Financing Documents"), including
the payment obligations under the Mortgage, which, as of September
30, 1997 is in the principal amount of Three Million Nine Hundred
Fifty-Two Thousand, Three Hundred Thirty-One Dollars
($3,952,331.00) (hereinafter referred to as the "Current Principal
Balance").  Purchaser additionally shall pay the difference between
the Current Principal Balance and the outstanding principal balance
of the Mortgage on the Closing Date, adjusted to reflect real
estate tax escrows and any other reserves and escrows which remain
in the possession of the Mortgagee after the Closing Date.

     3.   NO RECORDING.

     Purchaser and Seller each agree that it will not record this
Agreement nor any memorandum or notice thereof without the prior
written consent of the other Party.  Any recording in violation of
this provision shall be void ab initio and shall be a material
breach hereof and hereunder, and the Party who records this
Agreement shall be liable for all fees and costs incurred in order
to clear said recorded instrument from the records, including,
without limitation, attorneys' fees and disbursements.  The
provisions of this Section 3 shall survive the Closing and the
delivery of the Deed (as defined in Paragraph 1 of Exhibit C
annexed hereto and made a part hereof), or the earlier termination
of this Agreement.

     4.   INABILITY TO FULFILL THE CONTRACT.

     A.   If, at the Closing, Seller is unable to convey to
Purchaser title to the Property in accordance with the provisions
of this Agreement, or if Seller is otherwise unable to fulfill
Seller's obligations pursuant to this Agreement due to a
circumstance beyond Seller's control, Seller shall be entitled,
upon written notice delivered to Purchaser at or prior to the
Closing Date, to reasonable adjournments of the Closing Date one or
more times, for a period or periods not to exceed, in the
aggregate, thirty (30) days, to enable Seller to convey such title
or to fulfill such obligations Seller agrees not to place any
voluntary liens on the Property between the Contract Date and the
Closing Date.  If Seller does not so elect to adjourn the Closing,
or if at the adjourned date Seller is still unable to convey title
to the Property or is still unable to fulfill Seller's obligations
pursuant to this Agreement, Purchaser shall have the option to
either: (i) accept such title as Seller can convey, without
reduction in, or abatement of, the Purchase Price and without
receipt of any credit or allowance on account thereof, and without
any claim against Seller; or (ii) terminate this Agreement by
written notice to Seller delivered as provided in Section 5 hereof
(in which event Purchaser's sole remedy shall be the refund the
Contract Deposit to Purchaser, and upon such refund being made to
Purchaser, then this Agreement shall automatically become void and
of no further force or effect, and neither Party shall have any
obligations of any nature to the other hereunder or by reason
hereof, except obligations which, pursuant to the provisions of
this Agreement or the Exhibits annexed hereto, expressly state that
such provisions survive the termination of this Agreement).  If
Seller elects to adjourn the Closing as provided above, this
Agreement shall remain in effect for the period or periods of
adjournments, in accordance with its terms.  Nothing contained in
this Agreement shall be deemed to require Seller to bring any
action or proceeding or to take any other steps to remove any
defect in, or exception or objection to, title or to fulfill any
condition, or to expend any moneys therefor, nor shall Purchaser
have any right of action against Seller, at law and/or in equity,
for damages or for specific performance in connection therewith.

     B.   Seller agrees not to place any voluntary liens on the
Property between the Contract Date and the Closing Date.  If Seller
is unable to close as of the Closing Date due to the existence of
a voluntary lien on the Property, Seller shall remove such lien.
If Seller fails to so remove and close, Purchaser shall be entitled
to institute an action for specific performance as described below.
If Title does not close due to the foregoing or any other
intentional default of Seller, Purchaser shall have the right to
maintain an action of specific performance provided Purchaser
commences such action within thirty (30) days of the Closing Date
as the same may be extended and/or adjourned pursuant to and in
accordance with the terms hereof.  Purchaser acknowledges and
agrees, for purposes hereof, that an intentional default by Seller
shall not include the Seller's inability to convey to Purchaser
title to the Property in accordance with the provisions of this
Agreement.  The Parties agree, in the event that Purchaser
commences an action of specific performance, as aforesaid, that the
prevailing Party in any such action shall be entitled to recover
attorneys' fees and disbursements from the other Party.

     C.   The Parties agree that in the event Purchaser shall
default in the performance of Purchaser's obligations under this
Agreement, the actual damages sustained by the Seller as a result
would be mathematically difficult to calculate, and in regard
thereto, Purchaser agrees that a good faith estimate of the damages
which would reasonably compensate Seller is equal to the Contract
Deposit.  Accordingly, immediately upon default by either Purchaser
or Seller, the non-defaulting party shall have the right to the
Contract Deposit, as liquidated damages, to recompense the non-defaulting
party for time spent and the loss of its bargain.
Seller and Purchaser agree that: (i) the nondefaulting party shall
furnish the defaulting party and the Title Company with written
notice of the non-defaulting party's intention to seek the return
of the Contract Deposit from the Title Company as aforesaid; and
(ii) the defaulting party shall have a period equal to seven (7)
days following the giving of such notice by the non-defaulting
party within which to cure the default.  If, at the end of such
seven (7) day period, the defaulting party is still in default in
the performance of its obligations under this Agreement, the Title
Company shall release the Contract Deposit to the non-defaulting
party, as liquidated damages, as aforesaid, with no additional
notices or cure periods having to be furnished or provided.
Seller's sole remedy for Purchaser's default under this Agreement
shall be to retain the Contract Deposit and, upon such retention of
the Contract Deposit by Seller, as aforesaid, this Agreement shall
terminate and Purchaser and Seller shall be relieved of any further
liability hereunder, at law and/or in equity, relating to
Purchaser's default in the performance of Purchaser's obligations
under this Agreement except with respect to any obligations and/or
liabilities which pursuant to the terms, provisions, covenants and
conditions of this Agreement (or the Exhibits annexed hereto)
expressly state that such provisions survive the termination of
this Agreement.  Nothing in this Section 4.C. shall be deemed or
construed to limit Seller's rights, remedies or recourse, or to
limit Purchaser's obligations or liabilities, with respect to any
breach or default by Purchaser under the provisions of Section 10,
Section 19, Exhibit C, and any other provision of this Agreement,
pursuant to which such obligation or liability survives the Closing
and delivery of the Deed, or the earlier termination of this
Agreement.  The provisions of the immediately preceding sentence
shall survive the Closing and the delivery of the Deed, or the
earlier termination of this Agreement.

     Purchaser's remedies for a default by the Seller under the
terms of this Agreement are either return of the Contract Deposit,
or an action for damages and/or specific performance.

     D.   The Parties agree, in the event that Purchaser commences
an action against Seller alleging and/or claiming that Seller has
retained the Contract Deposit in contravention of the terms,
provisions, covenants and conditions of Section 4.C. of this
Agreement, that the prevailing Party in any such action shall be
entitled to recover attorneys' fees and disbursements from the
other Party.

     5.   NOTICES.

     All notices, demands, requests, consents, approvals and other
communications (all of the foregoing, for the purposes of this
Section, being herein collectively referred to as "Notices")
required or permitted to be given under the terms of this
Agreement, shall be in writing, and shall be sent by registered,
certified or express mail, return receipt requested, postage
prepaid, by a nationally recognized overnight delivery service,
fully prepaid, or by facsimile (followed by hard copy), and
addressed and sent to the Parties as follows:

To Seller:     Windsor at Ashton Park Limited Partnership
          000 Xxxxxxxx Xxxxxx
          Xxxxx 0000
          Xxxxxx, XX 00000
          Attention:  Xxxx X. Xxxxx, Vice President
          Telephone Number: (000) 000-0000
          Facsimile Number: (000) 000-0000

with a copy thereof sent concurrently in the same manner to:

          Windsor at Ashton Park Limited Partnership
          000 Xxxxxxxx Xxxxxx
          Xxxxx 0000
          Xxxxxx, XX 00000
          Attention:     Xxxxxxxxx X. Xxxxxxxxxxx, Vice President,
                    Associate General Counsel
          Telephone Number: (000) 000-0000
          Facsimile Number: (000) 000-0000

To Buyer:

          Xxxxxx Residential Properties, Inc.
          One Lincoln Centre
          0000 XXX Xxxxxxx, Xxxxx 000
          Xxxxxx, Xxxxx 00000
          Attention:  Xxxx X. Xxxxx, Vice President, Acquisitions
          Telephone Number: (000) 000-0000
          Facsimile Number: (000) 000-0000

with a copy thereof sent concurrently in the same manner to-

          Xxxxxx, Hardt, Kopf, Xxxx & Xxxxx
          0000 Xxxxxxxx Xxxxx
          0000 Xxxx Xxxxxx
          Xxxxxx, Xxxxx 00000-0000
          Attention:  Xxxxx Xxxxxx, Esq.
          Telephone Number: (000) 000-0000
          Facsimile Number: (000) 000-0000

     All Notices shall be effective, as applicable, upon being
deposited in the United States mail, being deposited with said
overnight mail service, or being sent by facsimile.  However, the
time period in which a response to any such Notice must be given
shall commence to run from: (i) the date of receipt noted on the
return receipt of the Notice by the addressee thereof; (ii) in the
case of said overnight mail service, the date upon which the same
is actually received; or (iii) in the case of said facsimile, on
the date upon which a hard-copy of said facsimile sent by
nationally-recognized overnight delivery service is actually
received.  Rejection or other refusal to accept or the inability to
deliver because of changed address for which no notice was given
pursuant to the provisions of this Section shall be deemed to be
receipt of the notice as of the date of such rejection, refusal or
inability to deliver.  Either Party may, from time to time, by
notice in writing served upon the other Party in the same manner as
prescribed in this Section designate a different mailing address or
a different or additional person to which all such Notices are
thereafter to be addressed.

     6.   REAL ESTATE BROKERS.

     Each Party represents to the other that it has not dealt with
any party in connection with this transaction who might be entitled
to a commission or compensation on account of introducing the
Parties, the preparation or submission of this Agreement or the
closing of the transactions contemplated hereby, except The
Apartment Group, Inc., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000,
Xxxxxxx, Xxxxxxx 30326(hereinafter referred to as the "Broker").
Each Party hereby agrees to indemnify and hold harmless the other,
and the other's successors and assigns, from and against any and
all losses, claims, liabilities, expenses, costs and/or damages
(including, without limitation, attorneys' fees and disbursements)
arising out of, or in connection with, any claim by any party with
whom the indemnifying party has dealt, other than the Broker, for
a commission or other compensation by reason of, or arising out of,
the transaction contemplated hereby or herein.  Seller agrees to
pay the commission due to the Broker pursuant to a separate written
agreement between Seller and the Broker.

     The arrangements for the payment of brokerage commissions and
fees set forth in the preceding paragraph of this Section are
intended solely for the benefit of the Parties hereto.  Nothing
contained in this Section is intended, nor shall the same be deemed
or construed, to grant or confer any right, title, interest or
other benefit in favor of any party not a party hereto, including,
without limitation, any broker, agent, person or entity claiming
any brokerage commissions, compensation or similar fees in
connection with the transaction described in this Agreement.

     The provisions of this Section shall survive the Closing and
the delivery of the Deed, or the earlier termination of this
Agreement.

     7.   FEES AND DISBURSEMENTS OF COUNSEL, ETC.

     Each of the Parties shall bear and pay the fees and
disbursements of its own counsel, accountants, consultants,
engineers, architects and other advisors in connection with the
negotiation and preparation of this Agreement, the transaction
contemplated hereby and the Closing.  The provisions of this
Section shall survive the Closing and the delivery of the Deed, or
the earlier termination of this Agreement.

     8.   CLOSING OF TITLE.

     Closing of title (herein referred to as the "Closing") shall
take place at the office of the Title Company on December 11, 1997
(herein referred to as the "Closing Date") at 10:00 a.m., or such
earlier date as the Purchaser shall notify the Seller, such notice
to be in writing and received by the Seller at least seven (7)
business days prior to the Closing Date, at which xxxx Xxxxxx and
Purchaser will deliver to each other the items set forth in Exhibit
C annexed hereto and made a part hereof.  Upon delivery of the Deed
to Purchaser, Purchaser shall immediately be charged with
constructive possession of the entire Property.

     9.   APPORTIONMENTS.

     The following are to be apportioned as of 11:59 P.M. of the
day (hereinafter referred to as the "Adjustment Date") --
immediately preceding the Closing Date:

     A.   Rents under the Leases, as and when collected, subject to
the following:

     In the event that there are any past due rentals (hereinafter
referred to as the "Past Due Rentals") for any month preceding the
month of Closing and/or for the month of Closing owing by tenants
under the Leases at the Closing Date it being agreed that: (i)
Seller is entitled hereunder to all past due rentals (net of
collection costs) accrued up to 11:59 P.M. of the Adjustment Date,
regardless of the period of delinquency, and Purchaser is entitled
hereunder to all rentals accruing thereafter, (ii) rents received
after Closing shall be applied to the current month's rent than to
delinquent rents; (iii) Purchaser will cooperate (exclusive of
litigation) with Seller in collection of such arrears; and (iv) any
rental arrears still outstanding ninety (90) days after the Closing
Date shall, at that time and upon request of Seller, be reassigned
to Seller who may commence litigation, in the nature of a debt
collection action, and not a tenant eviction action, to collect
same; Purchaser agrees that any of the Past Due Rentals received by
Purchaser subsequent to the Closing Date from the tenant(s) shall,
provided that such tenant(s) are not delinquent in their rental to
Purchaser under the respective Leases, be received by Purchaser as
trustee for Seller on account of, or in payment for, the Past Due
Rentals and Purchaser agrees to remit forthwith to Seller the
amount of the Past Due Rentals so collected to which Seller is
entitled, without claim of setoff, abatement or deduction other
than actual collection costs.  Seller shall retain all rights to
rents and damages against the tenant(s) accruing prior to the
Closing Date, including, without limitation, any claims for damages
due to any such tenant's default.

     If any rents relating to a period of time subsequent to the
Closing Date have been collected by Seller prior to the Closing
Date, then on the Closing Date, Seller shall allow to Purchaser a
credit against the Purchase Price in an amount equal to the portion
of such rent relating to the period of time subsequent to the
Closing Date, as mutually agreed to by Seller and Purchaser.  Any
rents relating to a period of time subsequent to the Closing Date,
which are received by Seller shall be received as trustee for
Purchaser, and Seller agrees to remit forthwith to Purchaser the
amount so received by Seller.

     When the rents have been finally determined, a final
adjustment shall be made in a post-closing adjustment.

     B.   Taxes, fixed annual sewer rents, and assessments, if any,
on the basis of the fiscal year or period for which assessed,
except that if the Closing Date shall occur before any applicable
tax rate, fixed annual sewer rent or assessment is fixed, then the
apportionment of taxes, fixed annual sewer rents or assessments
shall be upon the basis of the tax rate, fixed annual sewer rent,
or assessments for the next preceding year applied to the latest
assessed valuation available at the time of Closing, with a
reapportionment to be made when the next tax, fixed annual sewer
rent, or assessment is fixed.

     C.   If there are water meters on the Property, Seller, to the
extent that the same is obtainable, shall furnish a reading to a
date prior, and as close as possible to, the Closing Date, and the
unfixed charges for water and usage-based sewer charges as
reflected on the water meter, if any, based thereon for the
intervening period shall be apportioned on the basis of such last
reading, subject however to readjustment, as hereinafter provided.
The reading taken subsequent to, and as soon as possible following
the Closing Date will then be apportioned on a per diem basis from
the date of such reading immediately prior thereto and Seller shall
either pay the undercharge to Purchaser, or be reimbursed the
overcharge by Purchaser, based upon a comparison of the readings
taken prior and subsequent to the Closing Date.  Unpaid water meter
charges, sewer rents and other utility charges for direct service
to tenants, if any, and for which such tenants are responsible for
payment under the terms of their respective Leases, or otherwise,
shall not be objections to title by Purchaser.

     D.   Seller will pay all public utilities (other than fixed
annual sewer rents, water and usage-based charges addressed above
in Section 9.B and Section 9.C, and those billed directly to any
tenant(s) and fuel oil, if any, based upon an actual reading taken
by the fuel oil supplier, up to the Closing Date, and if such
charges are not determined until after the Closing Date, they will,
based upon rates in effect prior to the Closing Date, be prorated
on a per diem basis.  If there are transferable security deposits
for utilities and/or fuel oil, Purchaser shall pay to Seller on the
Closing Date an amount equal to such security deposits not returned
to Seller and Seller shall assign its right, title and interest in
such deposits to Purchaser.

     E.   All charges and fees for transferable licenses,
franchises, and permits, if any, and to the extent they are legally
transferable, on the basis of the periods of such licenses,
franchises and permits.

     F.   Unused service and supplies based upon Seller's cost for
the same, including sales tax.

     G.   Payments and charges relating to the maintenance,
operating and other service contracts (herein, the "Service
Contracts") set forth on Exhibit F annexed hereto and made a part
hereof.

     H.   Tenants' security deposits pursuant to Section 11.B of
this agreement.

     I.   Locater fees, if any.

     J.   Recording fees.  Seller shall pay all fees for releasing
liens and encumbrances.  Purchaser shall pay the fee for recording
the Deed and any financing documents.

     K.   Purchaser and Seller shall share equally all sales, gross
receipts [documentary], excise [transfer, deed excise] or similar
taxes and fees, imposed in connection with this transaction under
applicable state or local law.

     L.   Seller shall pay the cost of the Title Policy.  Purchaser
shall pay the cost of any endorsements to the Title Policy.

     M.   Seller shall pay the cost of the survey.

     N.   Seller and Purchaser shall share equally the cost of the
Title Company escrow and closing fees.

     The provisions of this Section 9 shall survive the Closing and
the delivery of the Deed for a period of six (6) months from the
Closing Date and any errors in any calculations and/or
apportionments made hereunder shall be corrected or adjusted within
such six (6) month period.

     10.  CONDITION OF PROPERTY; NO REPRESENTATIONS BY SELLER.

     A.   Except as expressly set forth in Section 16 of this
Agreement, Purchaser acknowledges that Seller, and the term
"Seller" as used in this Section 10 shall include any partner of
the Seller and any partner of any partner of the Seller, has made
no representations or warranties with respect to the Property or
the Personalty, including, without limitation, the value, quality
or character of the Property and/or the physical and environmental
condition thereof.  Purchaser acknowledges that, except as
expressly set forth in this Agreement, neither Seller nor any
officer, employee, consultant or other person representing or
purportedly representing Seller has made, and Seller is not liable
for or bound in any manner by, any express or implied warranties,
guaranties, promises, statements, inducements, or representations
pertaining to the physical and/or environmental condition or state
of repair of the Property, or any part thereof, the state of title
thereof, the income, collectability or legality of rents, expenses
and operation thereof, the uses which can be made of the same or
any other matter or thing with respect thereto.  Without limiting
the foregoing, Purchaser acknowledges and agrees that, except as
expressly set forth in this Agreement, Seller is not liable or
bound by (and Purchaser has not relied upon) any verbal or written
statements, representations or any other information concerning the
Property, furnished by Seller or any past or present officer,
employee, consultant or other person representing or purportedly
representing Seller.  Purchaser agrees, further, that Seller shall
not be responsible for any statements or representations of any
kind furnished to Purchaser by any real estate broker (including,
but not limited to, the Broker) or any other person or entity,
except as specifically set forth herein.  Purchaser acknowledges
that it has received from Seller a photocopy of the report, dated
November 15, 1996, entitled Phase I Environmental Site Assessment,
Ashton Park Apartments, Tampa, Florida for MetLife Real Estate,
Atlanta, Georgia, Xxxxxxx Project No. 20-97079.00-002.
("Environmental Site Assessment), prepared by Xxxxxxx Environmental
Consultants, 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000 regarding certain aspects of the
environmental condition of the Property, and Purchaser further
acknowledges that: (i) it is purchasing the Property subject to the
matters reflected in said report, (ii) prior to the Closing it will
treat as confidential all matters reflected in said report, and
(iii) has not made any representation, warranty or covenant of any
nature whatsoever with respect to said report, including but not
limited to, the completeness or accuracy of said report, and Seller
shall have no liability whatsoever with respect to said report.

     B.   Purchaser represents that it has inspected, examined and
made an independent investigation of the physical and environmental
condition and value of the Property, that it knows the condition
and uses thereof, and agrees Purchaser is purchasing, and is
willing to accept the conveyance of the same on an "AS IS" "WHERE
IS" basis (i.e., in the condition existing on the Contract Date and
again on the Closing Date).

     C.   Nothing in this Agreement shall require Seller to incur
any expense of any kind whatsoever to repair, restore, or otherwise
cure any condition or state of facts with respect to the Property
or the Personalty.

     E.   Seller shall have no obligation under this Agreement to
cure any violations of laws, ordinances, regulations and orders
relating to the Property, including, without limitation, those
relating to zoning, building design, environmental protection,
hazardous substances, occupational safety and health and
architectural access (hereinafter collectively referred to as
"Laws"), nor shall such cure by Seller constitute a condition
precedent to Purchaser's obligations hereunder.

     The provisions of this Section 10, shall survive the Closing
and the delivery of the Deed, or the earlier termination of this
Agreement.

     11.  TENANCIES AND LEASES.

     A.   The Property is to be conveyed subject to and with the
benefit of the Leases.  Purchaser acknowledges that it has fully
reviewed and examined the Leases and finds the Leases to be
satisfactory.

     B.   At Closing, Seller shall transfer or credit to Purchaser
all security deposits not previously applied to tenant obligations
under the Leases (and interest thereon if required by law or
contract to be earned thereon) (hereinafter referred to as the
"Security Deposits").  Purchaser shall, and hereby agrees to,
indemnify and hold harmless Seller and its successors and assigns
from all claims, losses, liabilities, costs and expenses,
including, without limitation, attorneys' fees and disbursements,
with respect to the Security Deposits, together with any accrued
interest and interest to accrue thereon and the future application
thereof.  The provisions of this Section shall survive the Closing
and the delivery of the Deed.

     12.  FIRE, CASUALTY AND CONDEMNATION.

     A.   The risk of loss, damage or destruction to the Property
by fire or other casualty until the Closing is retained by Seller,
but without any obligation or liability by Seller to repair or
restore the Property.  Seller shall maintain in effect through the
Closing Date, policies of fire and casualty insurance in an amount
equal to the Purchase Price, less a deductible (hereinafter
referred to as the "Deductible" in the amount of not more than
Fifty Thousand ($50,000), with a replacement cost endorsement.

     B.   If at any time prior to Closing, any portion of the
Property is destroyed or damaged as a result of (a) fire or any
other casualty (hereinafter collectively referred to as
"Casualty"), or (b) a taking in eminent domain (hereinafter
referred to as "Taking"), Seller shall promptly give written notice
thereof (hereinafter referred to as the "Damage Notice") to
Purchaser, including a statement by Seller of its insurance
company's estimate (hereinafter referred to as the "Estimate"),
acting reasonably, of the cost of fully repairing and restoring the
Property, or in the case of a Taking, the remaining portion of the
Property, (to the extent practicable) to the condition which
existed prior to the Casualty or Taking, as the case may be.  The
Estimate shall be conclusive and binding upon Purchaser and Seller.
Any damage to or destruction of the Property as a result of a
Casualty or Taking shall be deemed to be immaterial for purposes of
this Agreement if the Estimate is Two Hundred Thousand Dollars
($200,000.00) or less.  If such damage or destruction is deemed to
be immaterial (as aforesaid), neither Party shall have the right to
terminate this Agreement and there shall be no abatement in the
Purchase Price, and in lieu of any such abatement, Seller shall:
(i) execute, acknowledge and deliver to Purchaser at the Closing,
in counterparts, an assignment, expressly made without
representation or warranty by Seller and without recourse to
Seller, of Seller's interest in any net insurance or condemnation
proceeds (that is, after the reasonable expenses of collection)
which may be payable to Seller as a result of such Casualty or
Taking, subject, however to Seller's right to receive reimbursement
therefrom of any amounts paid or incurred by Seller for or on
account of repairs and/or restoration of the Property prior to the
Closing; and (ii) allow Purchaser a credit against the Purchase
Price in an amount equal to the Deductible.

     C.   If there shall be material (i.e., the Estimate is more
than Two Hundred Thousand Dollars ($200,000.00)) damage to, or
destruction of, the Property as a result of a Casualty or Taking
prior to the Closing, Purchaser shall have the right to terminate
this Agreement by providing written notice to the Seller within ten
(10) days after Purchaser's receipt of the Damage Notice from
Seller.  Upon such termination, Seller shall return to Purchaser
the Contract Deposit shall be returned to the Purchaser, together
with any and all interest earned thereon, and upon such return of
the Contract Deposit, together with any and all interest earned
thereon, all claims and obligations of the Parties, except as
otherwise expressly provided herein, shall be immediately released
and discharged.  Notwithstanding any of the foregoing, the
provisions of this Agreement and the Exhibits thereto which
expressly state that the same survive the termination of this
Agreement shall survive such termination.  If Purchaser elects not
to terminate this Agreement in accordance with the foregoing terms
of this Section, there shall be no abatement in the Purchase Price,
and in lieu of any such abatement, Seller shall: (i) execute,
acknowledge and deliver to Purchaser at the Closing, in
counterparts, an assignment, expressly made without representation
or warranty by Seller and without recourse to Seller, of Seller's
interest in any net insurance or condemnation proceeds (that is,
after the reasonable expenses of collection) which may be payable
to Seller as a result of such casualty or taking, subject, however,
to Seller's right to receive reimbursement therefrom of any amounts
paid or incurred by Seller for or on account of repairs and/or
restoration to the Property prior to the Closing; and (ii) allow
Purchaser a credit against the Purchase Price in an amount equal to
the Deductible.

     13.  TITLE.

     A.   Purchaser acknowledges that Purchaser has prior to the
Contract Date: (i) been provided with a photocopy of the existing
Title Insurance Policy for the Property ; and (ii) has been
provided a report of title or title commitment (hereinafter
referred to as the "Commonwealth Title Commitment") from the Title
Company a copy of which is annexed hereto as Exhibit E.

     B.   Seller's obligations under this Agreement in connection
with the transfer to Purchaser of fee simple title (hereinafter
referred to as "Title") to the Land and the Improvements (i.e.,
that portion of the Property which constitutes real property) shall
be to transfer Title to the Land and Improvements in recordable
form, subject to no liens, claims, encumbrances, rights-of-way,
easements, restrictions, reservations, covenants, conditions,
claims, liabilities, charges, reversions or other agreements or any
other matter affecting title, except for the exceptions approved by
Purchaser during the Review Period described in the Letter of
Intent executed by the Parties on October 14, 1997.  The Review
Period began on October 24, 1997 and ends on November 24, 1997.
After the Review Period has passed, Seller's obligations in
connection with Title shall be to transfer subject to the
exceptions listed on Exhibit H annexed hereto and made a part
hereof (hereinafter referred to as the "Permitted Exceptions"),
which shall include (but not be limited to) any state of facts a
survey thereof would show, as well as any additional or later state
of facts which an accurate re-date or re-survey or survey
inspection would show.  Seller may approve or disapprove the survey
for any reason during the Review Period.  After the Review Period
has passed, Seller's obligations in connection with survey shall be
to provide a survey which satisfies the standards set forth on
Exhibit X.

     X.   Purchaser's obligation under this Agreement in connection
with the transfer by Seller of Title to the Land and Improvements
shall be to accept such Title to the extent the same is in full and
complete satisfaction of the standards for the Survey and the
standards for Title as set forth more specifically in Exhibits I
and J, Section 20.B and Section 20.C of this Agreement, unless any
of such standards, as aforesaid, have been waived in writing by
Purchaser at or prior to the Closing.  Notwithstanding the
foregoing, Purchaser acknowledges that the aforementioned standards
for the Survey and the standards for Title shall not impose any
obligations under this Agreement upon Seller, and that Seller's
obligations under this Agreement in connection with the transfer of
Title to Purchaser are set forth in Section 13.B hereof.

     D.   If, at the Closing, there shall be any liens,
encumbrances or charges affecting title which are not permitted
pursuant to this Agreement, then Seller may, upon request from
Seller to Purchaser, require Purchaser to apply such portion of the
balance of the Purchase Price as shall be necessary to discharge
such liens, encumbrances and charges and pay the recording fees,
and in such event Seller shall deliver to Purchaser instruments in
recordable form sufficient to discharge the same of record.  If
request is made by Seller within a reasonable time prior to the
Closing Date, Purchaser shall provide at the Closing, separate
certified checks as requested to facilitate the satisfaction of
such liens, encumbrances and charges.  The existence of such liens,
encumbrances and charges shall not be objections to title if Seller
complies with the provisions of this paragraph.  Seller shall be
conclusively deemed to have fulfilled the requirements of this
Agreement as to title if the Title Company (or any other reputable
title insurance company) will insure such title at regular rates in
accordance with the provisions of this Agreement, subject to the
exceptions permitted pursuant to this Agreement and the matters
referred to in Exhibit H (Permitted Exceptions) hereto.

     E.   From the contract Date through the Closing Date, Seller
agrees that Seller shall not mortgage or further encumber the
Property, without first obtaining Purchaser's written consent.

     14.  NONASSIGNABLE CONTRACT.

     Purchaser shall not have the right, without Seller's prior
written consent, which consent may be withheld in Seller's sole
discretion, to assign or transfer any of Purchaser's rights,
obligations and interests under this Agreement, and Purchaser shall
indemnify and hold harmless Seller and Seller's successors and
assigns, from and against any and all claims, damages, losses,
costs, expenses and liabilities, including, without limitation,
attorneys' fees and disbursements, arising out of Purchaser's
failure to comply with its obligations under this Section 14.
Notwithstanding anything to the contrary set forth in this
Agreement, Purchaser may assign Purchaser's rights, obligations and
interests under this Agreement, without Seller's prior written
consent to an affiliate, the majority of the interests in which are
owned by the Purchaser.  If such assignment is made, the sale
contemplated by this Agreement shall be consummated in the name and
by and through the authorized officials of any such assignee.

     Any assignment or transfer of this Agreement made without
Seller's prior written consent shall be void and a material breach
of this Agreement and such assignee or transferee shall acquire no
rights hereunder.  The provisions of this Section shall survive the
Closing and the delivery of the Deed or the earlier termination of
this Agreement.

     15.  PURCHASER'S REPRESENTATIONS AND WARRANTIES.

     As a material inducement to Seller to execute this Agreement
and consummate this transaction, Purchaser covenants, represents
and warrants to Seller as follows:

     A.   Purchaser is duly organized, validly existing and in good
standing under the laws of the State of Maryland and shall be
qualified to do business in the state where the Property is
located.

     B.   Purchaser has all requisite and necessary power and
authority to execute and deliver this Agreement and to perform
Purchaser's obligations hereunder or contemplated hereby.

     C.   The execution, delivery and performance by Purchaser of
its obligations under this Agreement will not result in a breach of
any of the terms or provisions of, or constitute a default (or a
condition which, upon notice or lapse of time or both, would
constitute a default) under any agreement, instrument or obligation
to which Purchaser is a party or by which Purchaser is bound and
will not constitute a violation of any law, regulation, order,
judgment, writ, injunction or decree applicable to Purchaser of any
court of other governmental authority having jurisdiction over
Purchaser.

     D.   There are no judgments, actions, suits or proceedings
existing or pending (or, to the knowledge of Purchaser's officers,
threatened) against Purchaser, at law or in equity, before or by
any governmental authority having jurisdiction over Purchaser,
which could have a material and adverse effect upon its performance
of this Agreement.

     E.   This Agreement is the legal and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its
terms.

     16.  SELLER'S REPRESENTATIONS AND WARRANTIES.

     As a material inducement to Purchaser to execute this
Agreement and consummate this transaction, Seller represents and
warrants to Purchaser as follows:

     A.   Seller is duly organized, validly existing and in good
standing under the laws of the State of Delaware and is qualified
to do business in the state in which the Property is located.

     B.   Seller has all requisite and necessary power and
authority to execute and deliver this Agreement and to perform
Seller's obligations hereunder or contemplated hereby.

     C.   The execution, delivery and performance by Seller of its
obligations under this Agreement will not result in a breach of any
of the terms or provisions of, or constitute a default (or a
condition which, upon notice or lapse of time or both, would
constitute a default) under any agreement, instrument or obligation
to which Seller is a party or by which Seller is bound and will not
constitute a violation of any law, regulation, order, judgment,
writ, injunction or decree applicable to Seller of any court of
other governmental authority having jurisdiction over Seller.

     D.   There are no judgments, actions, suits or proceedings
existing or pending (or, to the best of Seller's knowledge
threatened) against Seller, at law or in equity, before or by any
governmental authority having jurisdiction over Seller, which could
have a material and adverse effect upon its performance of this
Agreement.

     E.   This Agreement is the legal and binding obligation of
Seller, enforceable against Seller in accordance with its terms.

     F.   To the best of Seller's knowledge, the list of the
Service Contracts set forth on Exhibit F annexed hereto, and the
Rent Roll set forth on Exhibit G are true and complete in all
material respects and there are no oral agreements with anyone,
including Tenants, with respect to the Property or any portion
thereof.

     G.   To the best of Seller's knowledge, there are no
condemnation proceedings pending affecting the Property, nor has
Seller received any written notices of any litigation or violations
of laws affecting the Property.

     H.   All of the present Leases are in writing, on a standard
form and, are (a) in full force and effect and (b) valid and
binding agreements of, and fully enforceable in accordance with
their terms against, the tenants.

     I.   The Leases will not be amended in any way after the date
hereof, other than in the ordinary course of business without the
prior, written consent of Purchaser, which consent shall not be
unreasonably withheld, conditioned and delayed.  Purchaser, unless
it otherwise shall advise Seller in writing within three (3) days
following Seller's request for such consent, shall be deemed to
have consented to any such amendment.

     J.   To the best of Seller's knowledge and except as stated in
the Rent Roll, there are no uncured defaults on the part of any
party to any of the Leases, and Seller is in full compliance with
all of lessor's obligations thereunder.

     K.   None of the rentals due or to become due under the Leases
will be assigned, encumbered, or subject to any liens at the
Closing other than the Permitted Exceptions.

     L.   To the best of Seller's knowledge the operating
statements provided to the Purchaser are accurate in all material
respects.

     M.   Compliance with Applicable Regulations.  To Seller's
knowledge: (a) the Property and the operation thereof currently are
in substantial compliance with the requirements of all applicable
statutes, ordinances or regulations applicable to the Property, and
(b) there are no written commitments or agreements with any of the
governmental agencies having jurisdiction over the Property which
have not been fully disclosed to Purchaser in writing.

     N.   Proceedings; Environmental.  To Seller's knowledge, are
there no pending or threatened judgments, judicial proceedings or
administrative actions of a material nature relating to the
Property or to the Seller.  To Seller's knowledge and other than as
set forth in the Environmental Site Assessment, regarding which
Seller makes no representations or warranties whatever, Seller
knows of no facts which change or alter the facts and
recommendations contained in the Environmental Site Assessment.

     O.   Insurance.  Seller will not renew, amend, or reduce the
coverage under or cancel, any existing policy or procure any new
policy other than in the ordinary course of business without
Purchaser's prior, written consent, which shall not be unreasonably
withheld, conditioned or delayed.  Purchaser, at Closing, shall
obtain its own insurance coverage.  Seller has received no notices
from any insurer of the requesting any improvements, alterations,
additions, correction or other work in, on or about the
Improvements, whether related to the Property or to the operation
of any occupant thereof, which have not been cured or satisfied.

     P.   Maintenance of Property Until Closing.  Seller, at its
expense, will maintain the Property in the ordinary course of
business until Closing excepting only ordinary wear and tear and
damage or loss thereto covered by insurance.  In the event of any
material breakdown, malfunction or other similar event (other than
of a type covered, and to the extent covered, by insurance)
occurring prior to the Closing, whether or not the same is covered
by any service warranty or contract, the parties hereto will
cooperate so as mutually to determine the cost of repairing or
restoring the same, and Seller will cause the same to be repaired
and restored at no cost to Purchaser either prior to Closing or
within a reasonable time after Closing.  Until Closing, Seller
shall continue the operation of the Property in the normal and
usual manner, will not remove any fixtures, furnishings, equipment
or personalty subject to this Agreement, except for repair or
replacement.

     Q.   Service Contracts.  At Closing, no contract of any kind,
including contracts for servicing, operating or managing the
Property, will be effective and binding upon the Property or
Purchaser, except as disclosed on Exhibit F.  Seller will not enter
into any other service, operating or management contracts relative
to the Property that cannot be canceled on thirty (30) days' notice
without the prior, written consent of Purchaser, nor will Seller
make, or agree to, prior to Closing, any change or modification to
the contracts set forth in Exhibit F, other than in the ordinary
course of business, without the prior, written consent of
Purchaser.  The management agreement relating to the Property is
not set forth at Exhibit F, and shall be terminated effective on
the date of Closing.  Seller agrees that benefits or compensation
accrued prior to Closing, and due or claimed to be due either
before or after Closing, to employees or former employees of Seller
shall constitute obligations of Seller only, and Seller agrees to
indemnify and hold Purchaser harmless from all such obligations and
claims.

     R.   Closing Not Constituting Breach.  The consummation of the
transaction contemplated herein will not result in the breach of
any provision in any lease or other agreement affecting the
Property.

     S.   Access to Property.  Seller to its knowledge has received
no written notices of the existence of any fact or condition which
would result in the termination or restriction of the current
access from the Property to any presently existing highways and
roadways adjoining, situated on or otherwise serving the Property
or to any sewer or other utility adjoining, situated or otherwise
serving the Property.

     T.   Seller's Non-foreign Status.  Seller is not a "foreign
person" within the meaning of Sections 1445 and 7701 of the
Internal Revenue Code of 1954, as amended; that is, Seller is not
a non-resident alien, foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the
Internal Revenue Code of 1986, as now existing or hereafter
amended).  Seller shall delivery to Purchaser an affidavit to that
effect.

     For purposes of the foregoing, the phrases "To Seller's
knowledge" or "to the best of Seller's knowledge" means the actual
knowledge of Xxxx X. Xxxxx, Vice President of Seller, without
having undertaken any independent investigation.  The
representations and warranties set forth in the foregoing Sections
15 and 16 are made as of the date of this Agreement and are remade
as of the Closing Date and shall survive the Closing and delivery
of the Deed for a period of six (6) months ("Survival Period").  At
the Closing, Seller shall deliver to Purchaser a certificate
certifying that as of the Closing Date, the representations and
warranties in this Section 16 are true and correct.  Seller and
Purchaser shall have the right to bring a claim thereon only if
Seller or Purchaser, as the case may be, has given the other Party
written notice of such claim within the Survival Period.  Each
Party agrees to defend and indemnify the other against any claim,
liability, damage or expense asserted against or suffered by such
other Party during the Survival Period arising out of (1) the
breach or inaccuracy of any such representation or warranty.  The
Parties agree, in the event that either Party commences an action
against the other alleging or claiming a failure of representation
or warranty, the prevailing Party in any such action shall be
entitled to recover attorneys' fees and disburse monies from the
other Party.

     17.  ACCESS TO PROPERTY.

     Between the Contract Date and the Closing Date, Purchaser and
Purchaser's representatives shall be afforded, upon notice to
Seller and at reasonable times and in a reasonable manner, access
to the Property for the purposes of inspecting the same in order to
determine whether the conditions set forth in Section 20 hereof
have been satisfied.

     18.  DISCHARGE OF SELLER'S OBLIGATIONS HEREUNDER.

     The delivery of the Deed by Seller, and the acceptance thereby
by Purchaser, shall be deemed the full performance and discharge of
every obligation on the part of Seller to be performed hereunder
(except for any obligations of Seller specifically stated to
survive the Closing and the delivery of the Deed), and an
acknowledgment by Seller and Purchaser that the conditions
precedent to Purchaser's and Seller's obligations under this
Agreement, as set forth more specifically in Section 20 and Section
21, respectively, of this Agreement, have been fully and completely
satisfied.

     19.  SIGNAGE

     Purchaser agrees that:

     A.   Purchaser shall within sixty (60) days of the closing,
and at the sole cost and expense of the Purchaser, remove and signs
or other symbols (herein collectively referred to as the "signs")
located on or about the Property and/or the Improvements and which
contain or refer to the name of the Seller, and that subsequent to
the Closing, Purchaser shall not use the name "Windsor" in
referring, identifying or otherwise naming the Property.

     B.   In the event that Purchaser fails to remove the signs as
required herein, Seller shall have the right and Purchaser hereby
grants Seller an irrevocable license, for a six (6) month period
following the Closing Date, to enter upon the Property, at
reasonable times and in a reasonable manner in order to remove the
signs, at the cost and expense of the Purchaser.

     The provisions of this Section 19 shall survive the Closing
and delivery of the Deed.

     20.  CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS.

     The obligations of Purchaser to purchase the Property and to
perform under this Agreement at the Closing shall be subject to,
among the other terms, provisions, covenants and conditions of this
Agreement that are required to be complied with by Seller, the
satisfaction, as of the Closing Date, of the following conditions:

     A.   The representations and warranties made by Seller in
Section 16 of this Agreement, and the information contained in any
written materials relating to the Property furnished to Purchaser
by Seller, shall be true in all material respects as of the Closing
Date, and Seller shall have delivered to Purchaser those items set
forth in Exhibit C annexed hereto required to be delivered by
Seller.

     B.   The Survey complies with the standards described on
Exhibit I annexed hereto and made a part hereof (provided that
Purchaser acknowledges and agrees that: (i) any failure of the
Survey to meet such standards to the extent that any such failure
does not involve illegality or non-compliance with applicable Laws
shall be waived by Purchaser if such failure is the subject of
affirmative title insurance coverage satisfactory to Purchaser
insuring over such failure; and (ii) the standards for the Survey
as so set forth on Exhibit I hereto shall only relate to
Purchaser's obligation to purchase the Property and to perform
under this Agreement at the Closing, and shall not be deemed to
create or impose any obligations upon Seller under this Agreement
with respect thereto).

     C.   Title to the Land and the Improvements complies with the
standards described on Exhibit J annexed hereto and made a part
hereof (it being understood and agreed that the standards for Title
to the Land and Improvements as so set forth on Exhibit J hereto
shall only relate to Purchaser's obligation to purchase the
Property and to perform under this Agreement at the Closing, and
shall not be deemed to create or impose any obligations upon Seller
under this Agreement with respect to title to the Land and
Improvements, which obligations of Seller are instead set forth in
Section 13B of this Agreement).

     D.   The Representations and Warranties made by Seller in
Section 16 of this Agreement shall be true in all material respects
as of the Closing Date and Seller shall have delivered to Purchaser
or into escrow with the Title Company those items set forth in
Exhibit C annexed hereto required to be delivered by Seller.

     21.  CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.

     The obligations of Seller to sell the Property and to perform
under this Agreement at the Closing shall be subject to, among the
other terms, provisions, covenants and conditions of this Agreement
that are required to be complied with by Purchaser, the
satisfaction of the following conditions:

     A.   The full payment of the Purchase Price in the manner set
forth in Section 2.

     B.   The representations and warranties made by Purchaser in
Section 15 of this Agreement shall be true in all material respects
as of the Closing Date, and Purchaser shall have delivered to
Seller those items set forth in Exhibit C annexed hereto required
to be delivered by Purchaser.

     C.   On or prior to the Closing Date, the Seller and the
Seller's affiliates shall have been released from all obligations
under the Debt Financing Documents in accordance with the terms of
the Debt Financing Documents,

     22.  MISCELLANEOUS

     A.   Possession: As of the Closing Date, Seller agrees to
deliver possession of the Property to Purchaser, subject to the
Leases and the exceptions to title permitted pursuant to this
Agreement and the matters referred to on Exhibit H annexed hereto
and made a part hereof.

     B.   Counterparts: Captions and Headings:  This Agreement may
be executed in counterparts, each of which shall be deemed an
original.  Captions and headings used herein are for reference only
and shall in no way be deemed to define, limit, explain, or amplify
any provision hereof.

     C.   No Oral Change:  This Agreement may not be changed or
canceled orally but only by a written agreement executed by the
Parties.

     D.   Prior Understanding:  This Agreement and the Exhibits
attached hereto constitute the entire agreement between the Parties
with respect to the subject matter hereof, and all understandings
and agreements heretofore or simultaneously had between the Parties
are merged in and are contained in this Agreement.

     E.   Waivers; Extensions:  This Agreement may not be waived,
changed, modified or discharged orally, but only by an agreement in
writing signed by the party against whom any waiver, change,
modification or discharge is sought.  No waiver of any breach of
any agreement or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof or of any
other agreement or provision herein contained.  No extension of
time for performance of any obligations or acts shall be deemed an
extension of the time for performance of any other obligations or
acts.  The Parties do not intend to confer any right or benefit
under or pursuant to this Agreement on any person or entity other
than the Parties.

     F.   Governing Law:  This Agreement shall be governed by and
construed in accordance with the laws of the state in which the
Property is located.

     G.   Pronouns:  All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the parties may require.

     H.   Calculation of Time Periods:  With respect to any time
periods set forth herein which commenced from the date of this
Agreement, it is understood and agreed that such time period
commences from the date of final execution of this Agreement by the
Parties, including execution of any riders or amendments hereto, if
any, and the initialing of changes, if required, and the date of
this Agreement shall be the date the last signatory executes,
initials, and dates this Agreement and any such riders or
amendments.

     I.   Waiver of Jury Trial:  Seller and Purchaser do hereby
waive trial by jury in any action, proceeding or counterclaim
brought by either Party hereto against the other on any matter
whatsoever relating to or arising out of this Agreement or the
transaction contemplated hereby.  The terms of the immediately
preceding sentence shall survive the Closing and delivery of the
Deed and the termination of this Agreement.

     J.   Binding Effect:  This Agreement shall be binding upon and
inure to the benefit of the Parties, and their respective legal
representatives, heirs, executors, administrators, successors, and
assigns.



     IN WITNESS WHEREOF, the Parties have executed or caused this
Agreement to be executed by their respective duly authorized
representatives as of the day and year first above written.


WITNESS                       SELLER:

                              Windsor at Ashton Park Limited Partnership
                              By:   Windsor at Ashton Park
                                   Investors Corporation

                              By:
                                   Xxxx X. Xxxxx, Vice President


WITNESS                       PURCHASER:

                              Xxxxxx Residential Properties, Inc.


                              By:








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