BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VALUABLE CONSIDERATION, receipt and adequacy of which is hereby acknowledged, as of the date hereof (the "Effective Date"), the undersigned, Waterton Raintree, L.L.C., a Delaware limited liability...

                XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT


     FOR  VALUABLE  CONSIDERATION,  receipt  and  adequacy  of which  is  hereby
acknowledged,  as of the date hereof (the "Effective  Date"),  the  undersigned,
Waterton  Raintree,  L.L.C., a Delaware limited liability company  ("Assignor"),
hereby sells,  transfers,  assigns and conveys to Barrington Hills  Acquisition,
L.L.C., a Missouri limited liability company ("Assignee"),  all right, title and
interest of Assignor in and to the "Personal Property", the "Tenant Leases", the
"Service Contracts",  and the "Intangible Property", as each of the foregoing is
defined  in that  certain  agreement  (as  amended,  the  "Purchase  Agreement")
captioned "PURCHASE AGREEMENT", dated as of May 8, 2001, by and between Assignor
and the  predecessor  in interest to Assignee,  and all  escrowed  funds held by
Lender pursuant to the terms of the Loan  Documents.  Unless  otherwise  defined
herein, all terms used in a capitalized manner herein shall have the meaning set
forth in the Purchase Agreement.

     The covenants,  agreements,  representations,  warranties,  indemnities and
limitations  provided in the  Purchase  Agreement  with  respect to the property
conveyed hereunder (including,  without limitation, the limitations of liability
provided in  Paragraphs 3, 8, 9 and 11B of the Purchase  Agreement),  are hereby
incorporated  herein by this  reference  as if herein  set out in full and shall
inure to the benefit of and shall be binding  upon  Assignee  and  Assignor  and
their respective successors and assigns.

     This Xxxx of Sale,  Assignment  and Assumption is made subject to the title
exceptions  approved or deemed  approved by Assignee  pursuant to Paragraph 4 of
the Purchase Agreement.

     This Xxxx of Sale, Assignment and Assumption may be executed in one or more
identical  counterparts,  each of which  such  counterpart  shall be  deemed  an
original for all purposes and all such counterparts  collectively  consisting of
one such Xxxx of Sale, Assignment and Assumption.

     As of the Effective  Date,  Assignee  hereby  accepts the foregoing Xxxx of
Sale,  Assignment and  Assumption and hereby agrees to assume and discharge,  in
accordance  with the  terms  thereof,  all of the  burdens  and  obligations  of
Assignor relating to the Tenant Leases,  the Service  Contracts,  and Intangible
Property  first arising and accruing on and after the Effective  Date;  subject,
however, to any provisions in the Tenant Leases which limit the liability of the
lessor thereunder.

     This Xxxx of Sale,  Assignment and Assumption  Agreement may be executed in
one or more  counterparts,  each of  which  shall be  deemed  to  constitute  an
original,  but all of which,  when taken together,  shall constitute one and the
same  instrument,  with the same effect as if all of the parties to this Xxxx of
Sale, Assignment and Assumption Agreement had executed the same counterpart.

bill_of_sale_assignment_and_assumption_agreement.DOC  11/12/01  JCA            1



     IN WITNESS WHEREOF,  Assignor and Assignee have executed this Xxxx of Sale,
Assignment and Assumption as of November 14, 2001.


                                ASSIGNOR:

                                WATERTON RAINTREE, L.L.C.,
                                a Delaware limited liability company

                                By: Waterton Residential Property Fund II, L.P.,
                                    its managing member

                                    By: Waterton Fund II Managers, L.P.,
                                        its general partner

                                        By: VS Managers, L.L.C.,
                                            its general partner


                                            By: /s/ Xxxxx X. Xxxxx
                                            Name:   Xxxxx X. Xxxxx
                                            Title:  Member


                                ASSIGNEE:

                                BARRINGTON HILLS ACQUISITION, L.L.C.,
                                a Missouri limited liability company


                                By: /s/ Xxxx X. Xxxxx
                                Name:   Xxxx X. Xxxxx
                                Title:  Manager

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