CONTRACT OF SALE

     CONTRACT dated November        , 1997 between MGI PROPERTIES
(formerly known as Mortgage Growth Investors), One Winthrop Square,
Boston, Massachusetts 02110 ("Seller") and WALDEN RESIDENTIAL
OPERATING PARTNERSHIP, L.P., One Lincoln Center, 5400 LBJ Freeway,
Dallas, Texas 75240 ("Purchaser").

     Seller and Purchaser hereby covenant and agree as follows:

Section 1.     Sale of Premises and Acceptable Title

     Section 1.1.     Seller shall sell to Purchaser, and Purchaser shall
purchase from Seller, at the price and upon the terms and
conditions set forth in this contract: (a) the parcels of land as
particularly described in Exhibit A attached hereto ("Land"); (b)
all buildings, improvements and fixtures situated on the Land
(collectively, "Building"); (c) all right, title and interest of
Seller, if any, in and to the land lying in the bed of any street
or highway in front of or adjoining the Land to the center line
thereof and to any unpaid award for any taking by condemnation or
any damage to the Land by reason of a change of grade of any street
or highway; (d) the appurtenances and all the estate and rights of
Seller in and to the Land and Building; (e) all right, title and
interest of Seller in and to any and all leases and any guaranties
and security deposits with respect thereto; (f) all plans and
specifications in Seller's possession, if any, all licenses,
permits and warranties in Seller's possession, if any, with respect
to the Property, and all agreements that will survive the Closing;
and (g) all right, title and interest of Seller, if any, in and to
the fixtures, equipment and other personal property attached or
appurtenant to or located at the Building (the items set forth in
(a), (b), (c), (d) and (e) above are hereinafter referred to,
collectively, as the "Premises").  The Premises are located at or
known as:
               St. James Crossing Apartments
               5520 Gunn Highway
               Tampa, Florida 33614

                    -and-

               South Pointe Apartments
               5000 Himes Avenue
               Tampa, Florida 33611

     Section 1.2.     Seller shall convey and Purchaser shall accept fee
simple title to the Premises in accordance with the terms of this
contract, subject only to the matters accepted by Purchaser
pursuant to the terms of Section 14.1 hereof.

Section 2.     Purchase Price, Acceptable Funds, and Escrow of
               Down Payment

     Section 2.1.     The purchase price ("Purchase Price") to be paid by
Purchaser to Seller for the Premises is $15,800,000 payable as
follows.
          (a)  $150,000 upon the execution of this contract, by
check subject to collection or wire transfer payable to Chicago
Title Insurance Company ("Escrowee") to be held in escrow and
disposed of as set forth hereinbelow and in Exhibit B, which amount
shall be applied to the Purchase Price at Closing.  The deposit
shall be deposited by Escrowee in an interest bearing account with
the interest paid to the party receiving the deposit;

          (b)  Approximately $10,863,000 by Purchaser's assumption
of the existing mortgages encumbering the Premises as described on
Exhibit E.

          (c)  $4,787,000 or such greater amount as would be
necessary to cause the sum of the Escrow plus the outstanding
balances of the mortgages at Closing plus the payment due at
Closing to equal $15,800,000 by wire transfer.

     Section 2.2.     All monies payable under this contract, unless
otherwise specified in this contract, shall be paid by wire
transfer.

     Section 2.3.
          (a)  The deposit paid under subparagraph (a) of Section
2.1 or any other sums paid on account of the Purchase Price prior
to the Closing (collectively, "Down Payment") are to be delivered
to Escrowee and held in accordance with Exhibit B hereto.

     Section 2.4.
          (b)  Escrow shall be deemed open on the date when two
executed originals of this Contract and the Down Payment have been
delivered to the Escrowee and the Escrowee has executed the
Escrowee receipt ("Opening Date").

Section 3.     Due Diligence Period/Purchaser's Inspection Period

     Section 3.1.     Purchaser shall have thirty (30) days from the
Opening Date ("Due Diligence Period") to review any and all leases,
statements, reports, contracts, plans, specifications and other
materials and documents relating to the Premises and such other
information, materials and documents as Purchaser shall desire, to
the extent they are in Seller's possession, and to conduct an
inspection of the Premises.  Seller shall make available to
Purchaser or agree to deliver all of the items requested, to the
extent currently in Seller's possession, immediately upon the
execution of this Contract (the "Documents"):

     a)   A Phase I Environmental Report, at Purchaser's expense;

     b)   An acceptable A.L.T.A. survey of the Property by licensed
surveyor (the "Survey") - to be obtained by Purchaser at Seller's
cost and expense;

     c)   A copy of all soils and hazardous materials reports,
termite reports, engineering studies, topographical maps in
Seller's possession, or reasonably available to Seller with respect
to the Property;

     d)   Satisfactory evidence from appropriate governmental
authorities confirming the zoning, building and platting status of
the Property;

     e)   A description of existing and proposed local improvements
affecting the Property, including assessment levels;

     f)   A copy of current property tax statements and assessed
value notices, current insurance policies pertaining to the
properties, all approvals, permits and licenses in Seller's
possession from each governmental authority having jurisdiction
over the property as are necessary to permit full construction use
and occupancy of the Property;

     g)   A copy of all plans and construction drawings for all
buildings on the Property in Seller's possession; and

     h)   A copy of all Tenant Leases and proposed Tenant Leases.

     i)   Those items listed in Schedule I attached hereto, which
items Purchaser hereby requests be delivered to Purchaser.

     If Purchaser is not satisfied with the results of its review
or inspection, Purchaser may terminate this Contract upon notice to
Seller within two business days of the expiration of the Due
Diligence Period whereupon Escrowee shall refund the Down Payment
and any interest thereon to Purchaser, and the parties shall have
no further right or obligation hereunder.

Section 4.     The Closing

     Section 4.1.     Except as otherwise provided in this contract, the
closing of title pursuant to this contract ("Closing") shall take
place within thirty (30) days following the expiration of the Due
Diligence Period at 10:00 o'clock A.M. (the actual date of the
Closing being herein referred to as "Closing Date") at the offices
of Purchaser's title company.  Seller shall pay the transfer taxes
imposed on the transfer, the cost of the survey, and standard
owners title insurance policy and any escrow costs.  Purchaser
shall pay for any endorsements to lender policies and recording
fees.  Each party shall pay its own attorney's fees.

Section 5.     Representations and Warranties of Seller
     Seller represents and warrants to Purchaser as follows:

     Section 5.1.     Seller is the sole owner of the Premises.

     Section 5.2.     The Premises are occupied pursuant to the leases
described on the attached Exhibit C (the "Leases") and there are no
other leases or tenancies of any space in the Premises.

     Section 5.3.     Seller is a duly-organized and validly existing
business trust under the laws of Massachusetts.  Seller has full
right, authority and capacity to enter into this Agreement, and the
execution and delivery of this Agreement and the transactions
contemplated hereby have been duly authorized by Seller.

     Section 5.4.     Additional Representations, Warranties and Operating
Covenants of Seller.  To the best of Seller's actual knowledge and
without inquiry:

          (a)  Legal and Beneficial Title.  Seller is, and at
Closing will be, the sole person holding good, indefeasible and
marketable fee simple title to the Property, free and clear of all
liens and encumbrances except the Permitted Title Exceptions.

          (b)  Due Authorization and Execution and Validity,
Binding Effect and Enforceability.  This Agreement has been duly
authorized and executed by Seller.  The documents delivered to
Purchaser at Closing will be duly authorized and executed by
Seller.

          (c)  Representations as to Rent Roll.  Except as
expressly set forth in the Rent Roll:

               i)   All of the information contained on the Rent
                    Rolls is, and will be, true, correct and
                    complete as of its date.

               ii)  No rent under any Tenant Lease has been, or
                    prior to Closing will be, prepaid for a period
                    in excess of one (1) month.

               iii) No tenant has any right of first refusal or
                    option with respect to the leasing of any
                    portion of the Property.

               iv)  To the best of Seller's knowledge, there are
                    no oral agreements with anyone, including
                    tenants, with respect to the Property or any
                    portion thereof, except as set forth in a Rent
                    Roll.

               v)   To the best of Seller's knowledge, the Leases
                    have been duly executed by all parties
                    thereto, and, to the best of Seller's
                    knowledge are in full force and effect.

               vi)  The Tenant 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 ten (10) days following Seller's
                    request for such consent, shall be deemed to
                    have consented to any such amendment.

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

               viii)     None of the rentals due or to become due
                         under such leases will be assigned,
                         encumbered, or subject to any liens at
                         the Closing other than the Permitted
                         Title Exceptions and except as to
                         existing mortgage holders.

          (d)  Compliance with Applicable Regulations.

               i)   To the best of Seller's knowledge, it has
                    received no written notice that (A) the
                    Property and the operation thereof (including
                    the handling of tenant security and other
                    deposits) currently is not in substantial
                    compliance with the requirements of all
                    Agencies; (B) the zoning classification of the
                    Land does not permit the operation of
                    Improvements thereon as a use by right.

               ii)  To the best of Seller's knowledge, it has
                    received no notices of uncured violations at
                    the Property, nor, to the best of Seller's
                    knowledge, are there presently pending against
                    Seller or against the Property or, to Seller's
                    knowledge, any judgments, judicial proceedings
                    or administrative actions relating to any of
                    the above matters of a material nature.

               iii) Except as set forth in environmental reports
                    of Dames & Moore dated March 29, 1993 as to
                    South Pointed and R.J. Prossen, Inc. dated
                    April 22, 1991.  Seller has received no
                    written notice of any violation of any
                    environmental laws.

          (e)  Liens on Property.  At Closing, there will be no
claim in favor of any person or entity which is or could become a
lien on the Land, the Improvements, or the Included Personal
property, arising out of the furnishing of labor or materials to
the Property other than claims or liens arising from acts of
Purchaser; there will be no unpaid assessments against the
Property, except for Property taxes assessed but not due and
payable at the time of Closing.

          (f)  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.
Purchaser, at Closing, shall obtain its own insurance coverage.

          (g)  Maintenance of Property Until Closing.

               i)   Seller, at its expense, will maintain the
                    Property in its current condition until
                    Closing excepting only ordinary wear and tear
                    and damage or loss thereto covered by
                    insurance.

               ii)  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, and the Property will be managed,
                    operated, maintained, repaired and redecorated
                    in the ordinary course of business and in such
                    manner as to maintain the Property completed
                    in all material respects as of the date hereof
                    in no less satisfactory condition than the
                    same exists as of such date, reasonable wear
                    and tear excepted.

          (h)  Service Contracts.

               i)   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 D. 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 D, other
                    than in the ordinary course of business,
                    without the prior written consent of
                    Purchaser.  If an agreement concerning the
                    management of the Property currently is in
                    effect and is not set forth at Exhibit D, it
                    shall be terminated effective on the date of
                    Closing.

               ii)  Seller agrees that benefits or compensation
                    accrued prior to the 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.

          (i)  Restrictions on Additional Indebtedness.  Seller
will not borrow any money or do, or fail to do, any other act or
thing which would cause the Land, the Improvements or any Included
Personal Property to become pledged or otherwise utilized as
collateral or in any way stand as security for any indebtedness or
obligation unless removed at Closing.

          (j)  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 deliver to Purchaser an affidavit to that
effect.

          (k)  Taxes and Assessments.  All ad valorem taxes and
personal property taxes, together with all assessments or other
charges for utilities, roads or the widening of such roads, or any
other fees improved by any governmental authority with respect to
the Property, have been paid currently.

          (l)  Bonds.  Until Closing Seller shall continue the
operation of the Property in full compliance with any applicable
regulatory agreements.

          (m)  Delivery by Seller of Documents and Supplies.
Seller, at Closing, shall assign and deliver to Purchaser all
original leases (to the extent in Seller's possession), refundable
deposits (as reflected in the Rent Roll delivered at Closing),
supplies, contracts, and other items as to which proration is to be
made.  Seller also shall deliver to Purchaser all Plans and
Specifications (including cost breakdowns) (to the extent in
Seller's possession) relating to the Property and all such other
documents, books, records, and keys which relate to the operation,
maintenance or management of the Property.  Seller also shall
deliver to Purchaser its current supply of printed leasing
brochures, floor plans and other advertising literature with
respect to the Property.

          (n)  Seller's Affidavit at Closing.  The representations,
warranties and covenants of the Seller contained in this Agreement
or in any document delivered to Purchaser pursuant to the terms of
this Agreement (whether in this Section 5 or elsewhere) (i) shall
be true and correct in all material respects and not in default at
the time of Closing, and Seller shall deliver to Purchaser, at
Closing, an Affidavit to that effect (with appropriate
modifications to reflect any changes therein or identifying any
representation or warranty which is not or no longer is, true and
correct, and (ii) in the event of a breach of such representations,
warranties or covenants prior to or at Closing, Purchaser shall
have the right to make a claim hereunder against Seller for a
period of thirty (30) days after the date as of which such
Affidavit was delivered to Purchaser.  After such thirty-day
period, such representations and warranties shall expire and
Purchaser shall no longer have any right to make a claim with
respect thereto.

Section 6.     Acknowledgments of Purchaser

     Purchaser acknowledges that:

     Section 6.1.     Subject to the provisions of Sections 3.1 and 9.1
and Seller's compliance with the terms and provisions of this
Agreement (including, without limitation, those contained in
Article 10) Purchaser shall accept the Premises "as is" and in
their condition on the Closing Date.  There can be no change in
condition of title, property or financing from that approved during
the Due Diligence Period.

     Section 6.2.     Subject to the limitations of Section 10.3, during
the Due Diligence Period, Purchaser may make such examination of
the Premises, the operation, income and expenses thereof and all
other matters affecting or relating to this transaction as
Purchaser deems necessary including without limitation the physical
and environmental surface and subsurface condition of the Premises.
In entering into this contract, Purchaser has not been induced by
and has not relied upon any representation, warranties or
statements, whether express or implied, made by Seller or by any
agent, employee or other representative of Seller or by any broker
or any other person representing or purporting to represent Seller,
which are not expressly set forth in this contract, whether or not
any such representations, warranties or statements were made in
writing or orally.

Section 7.     Seller's Obligations as to Leases

     Section 7.1.     Between the date of this contract and the Closing,
Seller shall not, without Purchaser's prior written consent, which
consent shall not be unreasonably withheld or delayed: (a) amend,
renew or extend any lease in any material respect, unless required
by law; (b) terminate any lease.

Section 8.     Notice of Liens

     Section 8.1.     Seller shall, upon written request by Purchaser,
furnish to Purchaser written authorization to make any necessary
searches for the purposes of determining whether notes or notices
of violations have been noted or issued with respect to the
Premises or liens have attached thereto.

Section 9.     Destruction, Damage or Condemnation

     Section 9.1.     Material Damage.

          (a)  Procedure. If, prior to Closing, the Property shall
be destroyed or sustain Material Damage as a result of fire or
other casualty, then, at Purchaser's option exercised in the manner
provided hereunder, the following shall occur:

               i)   This Agreement shall become null and void and
                    the Earnest Money Deposit shall be returned to
                    Purchaser, provided that Purchaser gives
                    notice of such election within ten (10) days
                    following receipt by Purchaser of notice of
                    the occurrence of any such event; or

               ii)  If all other conditions precedent to
                    Purchaser's obligation to close have been
                    satisfied, the purchase and sale transaction
                    shall close with a reduction in the cash
                    portion of the purchase price equal to the
                    amount of the applicable insurance deductible,
                    and concurrently with such closing, Seller and
                    any other named insured shall assign to
                    Purchaser, in form satisfactory to Purchaser,
                    all claims arising under any policy of
                    insurance covering such casualty, and Seller
                    shall have no further liability to Purchaser
                    with respect to such damage.

          If the parties shall fail to agree on the amount of the
cost of such restoration, either party may terminate this
Agreement, by giving written notice to the other prior to Closing
and, in such event, the Purchaser shall have the right to the
return of the Earnest Money Deposit, and neither party shall have
any further obligations to the other.

          (b)  Damage Other Than Material Change.  In the event of
any damage to the Property other than Material Damage, the purchase
and sale transaction shall close in accordance with and subject to
the conditions of Subparagraph 10(a)(ii).  If the cost to restore
the Property to its condition before the casualty, as mutually
agreed by Seller and Purchaser is not more than $50,000 and is
uninsured, the cash portion of the purchase price shall be reduced
by the cost to restore thus determined.

     Section 9.2.     Condemnation.  If, prior to Closing, any
governmental or similar authority shall institute eminent domain or
similar proceeding or take any steps preliminary thereto (including
the giving of any direct or indirect notice of intent to institute
any such proceeding) with respect to a material portion of the
Property, Purchaser shall be entitled to terminate this Agreement
upon written notice to Seller prior to Closing and to a return of
the Earnest Money Deposit.

Section 10.    Covenants of Seller

     Seller covenants that between the date of this contract and
the Closing:

     Section 10.1.    Seller shall not modify or amend any service
contract or enter into any new service contract unless the same is
terminable without penalty by the then owner of the Premises upon
not more than 30 days' notice or shall terminate same as requested
by Purchaser during the Due Diligence Period if at no cost to
Seller.  Seller shall also terminate its existing management
agreements.

     Section 10.2.    Seller shall not withdraw, settle or otherwise
compromise any protest or reduction proceeding affecting real
estate taxes assessed against the Premises for any fiscal period in
which the Closing is to occur or any subsequent fiscal period
without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld or delayed.  Real estate tax refunds
and credits received after the Closing Date which are attributable
to the fiscal tax year during which the Closing Date occurs shall
be apportioned between Seller and Purchaser in the same manner as
the proration of taxes for current tax year, after deducting
expenses of collection thereof, which obligation shall survive the
Closing.

     Section 10.3.    Subject to the tenant's rights under the Lease,
Seller shall allow Purchaser or Purchaser's representatives access
to the Premises, the leases and other documents required to be
delivered under this contract upon reasonable prior notice at
reasonable times.  Before entering the Premises, Purchaser shall
deliver to Seller a certificate of insurance naming Seller as an
additional insured which shall certify that Purchaser has general
liability insurance of not less than $1,000,000.  Purchaser shall
not be entitled to demolish, drill, bore, scrape or otherwise
physically disturb any part of the Premises without Seller's prior
written consent (not to be unreasonably withheld).

     Section 10.4.    Seller shall maintain the Premises in its present
condition, ordinary wear and tear accepted.

     Section 10.5.    Seller shall maintain all casualty, liability and
hazard insurance currently in force with respect to the Premises.

     Section 10.6.    Seller shall, subject to the provisions of Sections
7 and 10 hereof, operate, manage and enter into contracts with
respect to the Premises, in the same manner done by Seller prior to
the date hereof, maintaining present services and sufficient
supplies and equipment for the operation and maintenance of the
Premises in the same manner as prior to the date hereof, provided,
however, that Seller shall not enter into any new service contract
that cannot be terminated within thirty (30) days.

Section 11.    Seller's Closing Obligations

     At the Closing, Seller shall deliver the following to
Purchaser:

     Section 11.1.    A special warranty deed properly executed in proper
form for recording so as to convey the title required by this
contract.

     Section 11.2.    The Leases.

     Section 11.3.    The Rent Roll certified by Seller as true and
correct.

     Section 11.4.    All service contracts in Seller's possession which
are in effect on the Closing Date and which are assignable by
Seller.

     Section 11.5.    An assignment to Purchaser, without recourse or
warranty, of the Leases and all deposits made by tenants
thereunder, and of all of the interest of Seller in those service
contracts, insurance policies, certificates, permits and other
documents to be delivered to Purchaser at the Closing which are
then in effect and are assignable by Seller (other than any
management agreement with respect to the Property which Seller
agrees shall be terminated and of no force and effect as of the
Closing Date).

     Section 11.6.    A Bill of Sale for the property referred to in
Section 1.1(e) hereof.

     Section 11.7.    To the extent they are then in Seller's possession
and not posted at the Premises, certificates, licenses, permits,
authorizations and approvals issued for or with respect to the
Premises by governmental and quasi-governmental authorities having
jurisdiction.

     Section 11.8.    Such affidavits as Purchaser's title company shall
reasonably require in order to omit from its title insurance policy
all exceptions for mechanics liens, judgments, bankruptcies or
other returns against persons or entities whose names are the same
as or similar to Seller's name.

     Section 11.9.    Seller shall deliver all tenant files and other
records regarding the tenants or the Property available to
Purchaser.

     Section 11.10.   An original letter, executed by Seller or by its
agent, advising the tenants of the sale of the Premises to
Purchaser and directing that rents and other payments thereafter be
sent to Purchaser or as Purchaser may direct.

     Section 11.11.   A resolution of Seller's board of trustees
authorizing the sale and delivery of the deed and a certificate
executed by the secretary or assistant secretary of Seller
certifying as to the adoption of such resolution.

     Section 11.12.   An owner's policy of title insurance with extended
ALTA coverage and any such endorsements as Purchaser or the
existing lenders may require.

     Section 11.13.   Such documents as the existing lenders may require.

     Section 11.14.   Any other documents required by this contract to be
delivered by Seller.

Section 12.    Purchaser's Closing Obligations

     At the Closing, Purchaser shall:

     Section 12.1.    Deliver to Seller payment of the portion of the
Purchase Price payable at the Closing, as adjusted for
apportionments under Section 13.

     Section 12.2.    Deliver to Seller an agreement indemnifying and
agreeing to defend Seller against any claims made by tenants with
respect to tenants' security deposits to the extent paid, credited
or assigned to Purchaser in accordance with the Rent Roll and
receive from Seller a reciprocal indemnification agreement.

     Section 12.3.    Cause the deed to be recorded, duly complete all
required real property transfer tax returns and cause all such
returns and checks in payment of such taxes to be delivered to the
appropriate officers promptly after the Closing.

     Section 12.4.    To the extent granted by the existing lenders,
deliver to Seller releases of Seller of all obligations under the
mortgages described on Exhibit E as more particularly set forth in
said Exhibit E.

     Section 12.5.    Deliver any other documents required by this
contract to be delivered by Purchaser.

Section 13.    Apportionments at the Closing

     Section 13.1.    The following apportionments shall be made between
the parties at the Closing as of the close of business on the day
prior to the Closing Date:

           (a) prepaid rents and Additional Rents (as defined
in Section 13.3) collected;

           (b) real estate and other taxes and assessments,
water charges, sewer rents and vault charges, if any, on the basis
of the fiscal period for which assessed, except that if there is a
water meter on the Premises, apportionment at the Closing shall be
based on the last available reading, subject to adjustment after
the Closing when the next reading is available;

           If the Closing shall occur before a new tax rate is
fixed, the apportionment of taxes at the Closing shall be upon the
basis of the old tax rate for the preceding period applied to
latest assessed valuation.  Promptly after the new tax rate is
fixed, the apportionment of taxes shall be recomputed.  Any
discrepancy resulting from such recomputation and any errors or
omissions in computing apportionments at Closing shall be promptly
corrected, which obligations shall survive the Closing.

     Section 13.2.    If any tenant is in arrears in the payment of rent
on the Closing Date, rents received from such tenant after the
Closing shall be applied first to current, then to delinquent
rents.  If rents or any portion thereof received by Seller or
Purchaser after the Closing are payable to the other party by
reason of this allocation, the appropriate sum, less a
proportionate share of any reasonable attorneys' fees, costs and
expenses of collection thereof, shall be promptly paid to the other
party, which obligation shall survive the Closing.

     Section 13.3.    If any tenants are required to pay escalation
charges for real estate taxes, operating expenses, cost-of-living
adjustments or other charges of a similar nature ("Additional
Rents") and any Additional Rents are collected by Purchaser after
the Closing which are attributable in whole or in part to any
period prior to the Closing, then Purchaser shall promptly pay to
Seller Seller's proportionate share thereof, less a proportionate
share of any reasonable attorneys' fees, costs and expenses of
collection thereof, if and when the tenant paying the same has made
all payments of rent and Additional Rent then due to Purchaser
pursuant to the tenant's leases, which obligation shall survive the
Closing.  Nothing herein, however, shall require Purchaser to
collect the same.

Section 14.    Conditions to the Close of Escrow/Title
               Commitment/Delivery

     Section 14.1.    Purchaser shall promptly order an examination of
title from Chicago Title Insurance Company and cause a copy of the
title report to be forwarded to Seller's attorney upon receipt and
shall obtain a survey of the Premises.  As soon as practical,
Purchaser shall obtain copies of all title exceptions identified
therein (collectively, the "Title Reports").  Prior to the
expiration of the Due Diligence Period, Purchaser may notify
Escrowee and Seller in writing of Purchaser's disapproval of the
condition of title, outlining in detail any title items objected to
and specifying Purchaser's desired cure.  Seller shall have ten
(10) business days after receipt of Purchaser's notice to advise
Purchaser and Escrowee, in writing, as to whether Seller shall
effectuate a cure of said objections prior to Closing.  In the
event Seller does not adequately cure Purchaser's objections,
Purchaser may: (1) cancel the Contract by written notice to Seller
and Escrowee and, upon such cancellation, any and all rights and
obligations of Purchaser and Seller under the Contract shall be
terminated, and Purchaser shall promptly receive the Downpayment
deposited with Escrowee and the earnings thereon; or (2) Purchaser
may waive its objections and proceed to close the transaction.  In
the event that Purchaser opts to proceed to Closing, Seller shall
provide to Purchaser at Closing an ALTA extended coverage owner's
policy of title insurance together with such endorsements as
Purchaser and/or the exiting Lender may require.

     Section 14.2.    If Seller shall be unable to convey title to the
Premises at the Closing in accordance with the provisions of this
contract or if Purchaser shall have any other grounds under this
contract for refusing to consummate the purchase provided for
herein, Purchaser, nevertheless, may elect to accept such title as
Seller may be able to convey without a credit against the monies
payable at the Closing or liability on the part of Seller.  If
Purchaser shall not so elect, Purchaser may terminate this contract
and the sole liability of Seller shall be to refund the Downpayment
with interest to Purchaser.  Upon such refund and reimbursement,
this contract shall be null and void and the parties hereto shall
be relieved of all further obligations and liability other than any
arising under Section 15.  Seller shall not be required to bring
any action or proceeding or to incur any expense to cure any title
defect.  If Seller shall default in the performance of its
obligations hereunder, Purchaser may terminate this contract or
exercise any other right or remedy available to Purchaser at law or
in equity.

     Section 14.3.    Any unpaid taxes, assessments, water charges and
sewer rents, together with the interest and penalties thereon to
the Closing Date, and any other liens and encumbrances which Seller
is obligated to pay and discharge or which are against
corporations, estates or other persons in the chain of title,
together with the cost of recording or filing any instruments
necessary to discharge such liens and encumbrances of record, may
be paid by Seller in amounts provided in this Contract out of the
proceeds of the monies payable at the Closing if Seller delivers to
Purchaser on the Closing Date official bills for such taxes,
assessments, water charges, sewer rents, interest and penalties and
instruments in recordable form sufficient to discharge any other
liens and encumbrances of record.  Upon request made a reasonable
time before the Closing, Purchaser shall provide at the Closing
separate checks for the foregoing payable to the order of the order
of the holder of any such lien, charge or encumbrance and otherwise
complying with Section 2.2. If Purchaser's title insurance company is
willing to insure Purchaser that such charges, liens and
encumbrances will not be collected out of or enforced against the
Premises, Seller shall have the right in lieu of payment and
discharge to deposit with the title insurance company such funds or
assurance or to pay such special or additional premiums as the
title insurance company may require in order to so insure.  In such
case the charges, liens and encumbrances with respect to which the
title insurance company has agreed so to insure shall not be
considered objections to title.

     Section 14.4.    If Purchaser shall default in the performance of its
obligation under this contract to purchase the Premises, the sole
remedy of  Seller, at law or in equity, shall be to retain the
Downpayment with interest as liquidated damages for all loss,
damage and expense suffered by Seller, including without limitation
the loss of its bargain.

Section 15.    Broker

     Section 15.1.    Seller and Purchaser mutually represent and warrant
that PEREGRINE ADVISORS is the only broker with whom they have
dealt in connection with this contract and that neither Seller nor
Purchaser knows of any other broker who has claimed or may have the
right to claim a commission in connection with this transaction.
The commission of such brokers shall be paid by Purchaser only if
and when the Closing occurs and pursuant to separate agreement.
Seller and Purchaser shall indemnify and defend each other against
any costs, claims or expenses, including attorneys' fees, arising
out of the breach on their respective parts of any representations,
warranties or agreements contained in this paragraph.  The
representations and obligations under this paragraph shall survive
the Closing or, if the Closing does not occur, the termination of
this contract.

Section 16.    Notices

     Section 16.1.    All notices under this contract shall be in writing
and shall be delivered personally or shall be sent by fax,
overnight courier or prepaid registered or certified mail,
addressed as follows:  if to Purchaser, WALDEN RESIDENTIAL
PROPERTIES, INC., One Lincoln Center, 5400 LBJ Freeway, Dallas,
Texas 75240, fax number (972) 788-1550, with a copy to Munsch Hardt
Kopf Harr & Dinan, P.C., 1445 Ross Avenue, Suite 4000, Dallas,
Texas 75202, Attention: Robin K. Minick, fax number (214) 855-7584;
if to Seller, at MGI Properties, One Winthrop Square, Boston,
Massachusetts 02110, attn: Robert Ware, with a copy to Olshan
Grundman Frome & Rosenzweig LLP, 505 Park Avenue, New York, New
York 10022, attn: Neil Grundman, Esq., or as Seller or Purchaser
shall otherwise have given notice as herein provided.

Section 17.    Limitations on Survival of Representations,
               Warranties, Covenants and          other
                                                  Obligations

     Section 17.1.    The representations, warranties, covenants and other
obligations of Seller set forth in this contract shall survive the
Closing for a period of thirty (30) days following the Closing
Date.

     Section 17.2.    The delivery of the deed by Seller, and the
acceptance thereof by Purchaser, shall be deemed the full
performance and discharge of every obligation on the part of Seller
to be performed hereunder, except those obligations of Seller which
are expressly stated in this contract to survive the Closing.

Section 18.    Seller's Like-Kind Exchange

     Notwithstanding any other provision hereof, this contract
shall be deemed a contract of exchange to enable Seller to
effectuate a "like-kind" exchange in accordance with the provisions
of Section 1031 of the Internal Revenue Code, if Seller so elects
after Purchaser has acquired the Premises.  At Seller's election by
notice to be given prior to or at closing, Seller shall instruct
Purchaser to pay the purchase price due thereunder to Chicago Title
Insurance Company, as trustee (the "Trustee") to be held for the
purpose of paying for such property as Seller may designate, as
provided herein.  The Trustee shall act as escrowee only, and shall
not be acting as agent for either of the parties.

     Seller shall, within forty-five (45) days after closing, by
written notice to Purchaser and Trustee designate the replacement
property to be purchased in exchange for the Premises and conveyed
to Seller within the sooner of (a) 179 days after the closing or
(b) the due date (determined with regard to extension) for the
seller's federal income tax return for the taxable year in which
the conveyance of seller's property occurs, the payment thereof to
be made out of the fund held by the Trustee.  Upon receipt of such
notice, Purchaser shall execute a contract of sale to purchase such
replacement property which contract shall thereafter be assigned by
Purchaser to Seller and Purchaser shall otherwise cooperate with
Seller to effectuate the acquisition provided that: (1) Purchaser
shall not incur any unreimbursed out-of-pocket expenses in
connection therewith; and (2) Purchaser shall not incur any
personal liability in connection with the execution of any
agreement other than on a liquidated damages basis (for which
Seller or Trustee shall have advanced the funds necessary) or
assume any indebtedness and Seller and MGI Properties shall
indemnify and hold Purchaser harmless from any liability as a
result thereof; and (3) the effectuation of the exchange does not
prejudice or otherwise impair the closing of the Premises described
herein.

     On or following the acquisition of all replacement real estate
in consummation of the exchange, any remaining balance less
reasonable out-of-pocket expenses incurred by Purchaser or Trustee
in connection with the exchange shall be disbursed to Seller.  If
Seller shall fail to designate the exchange property within the
applicable periods, the Trustee shall disburse the funds to Seller.

Section 19.    Miscellaneous Provisions

     Section 19.1.    Neither Purchaser nor Seller shall assign any of its
rights under this contract except with respect to the "like-kind"
exchange referred to in Section 18 hereof.  Notwithstanding the
foregoing, Purchaser may designate a wholly-owned subsidiary or
affiliate to take title to Premises at Closing.

     Section 19.2.    This contract embodies and constitutes the entire
understanding between the parties with respect to the transaction
contemplated herein, and all prior agreements, understandings,
representations and statements, oral or written, are merged into
this contract.  Neither this contract nor any provision hereof may
be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is
sought, and then only to the extent set forth in such instrument.

     Section 19.3.    This contract shall be governed by, and construed in
accordance with, the law of the State of Florida.

     Section 19.4.    The captions in this contract are inserted for
convenience of reference only and in no way define, describe or
limit the scope or intent of this contract or any of the provisions
hereof.

     Section 19.5.    This contract shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs or
successors and permitted assigns.

     Section 19.6.    This contract shall not be binding or effective
until properly executed and delivered by Seller and Purchaser.

     Section 19.7.    As used in this contract, the masculine shall
include the feminine and neuter, the singular shall include the
plural and the plural shall include the singular, as the context
may require.

     Section 19.8.    If the provisions of any schedule or rider to this
contract are inconsistent with the provisions of this contract, the
provisions of such schedule or rider shall prevail.

     Section 19.9.    Liability of Officers.  This Agreement and all
documents, agreements, understandings, and arrangements relating to
this transaction have been executed by the undersigned in his/her
capacity as an officer or director of Purchaser which has been
formed as a Maryland corporation pursuant to the Articles of
Incorporation of Purchaser, and not individually, and neither the
directors, officers or stockholders of Purchaser shall be bound or
have any personal liability hereunder or thereunder.  Seller shall
look solely to the assets of Purchaser for satisfaction of any
liability of the Purchaser in respect of this Agreement and all
documents, agreements, understandings and arrangements relating to
the transaction contemplated by this Agreement and will not seek
recourse or commence any action against any of the directors,
officers or stockholders of Purchaser or any of their personal
assets for the performance or payment of any obligation hereunder
or thereunder.  The foregoing shall also apply to any future
documents, agreements, understandings, arrangements and
transactions between the parties hereto.

     Section 19.10.   Assumption of Indebtedness.  Seller will cooperate
fully and on a timely basis with Purchaser in connection with the
assumption by Purchaser and release of Seller of all obligations
under the existing mortgages encumbering the Premises.  Seller and
Purchaser shall timely provide such documents and information as
the holders of such existing mortgages may request in connection
with such assumption.  The approval of the holders of the existing
indebtedness of such assumption by Purchaser and release of Seller
shall be a condition precedent to Purchaser's and Seller's
obligations under this Contract.  In the event that Purchaser is
unable to obtain such approval, Purchaser shall have the option to
terminate this Contract and receive an immediate refund of the
Downpayment and any other sums so deposited.  Purchaser to pay all
fees an costs.

     IN WITNESS WHEREOF, the parties hereto have executed this
contract as of the date first above written.

                              Seller:

                              MGI PROPERTIES (Formerly Mortgage
                              Growth Investors)


                              By

                              Purchaser:

Receipt by Escrowee           WALDEN RESIDENTIAL PROPERTIES, INC.

The undersigned Escrowee
hereby acknowledges receipt        By
of $150,000 by check
subject to collection, to
be held in escrow pursuant
to Exhibit B.


By:








I:\FINANCE\SECFIL~1\10-K-97\EX-10-15.WPD
1      RM:ng/lg      11/5/97

                           EXHIBIT "A"

                           South Pointe


PARCEL I: All of Lots 8, 9, 10, 11 and 12 in Block 2 and that part
of Lot 7, Block 2, together with the closed alley abutting the
aforedescribed Lots on the South; more particularly described as
beginning at the Northwest corner of Lot 12 in Block 2 of GANDY
BOULEVARD PARK SUBDIVISION as per map or plat thereof recorded in
Plat Book 21 on Page 22 of the public records of Hillsborough
County, Florida; run thence East along the North boundary of said
Block 2 a distance of 285 feet; run thence South a distance of 65
feet; thence run West a distance of 6 feet; thence run South a
distance of 35 feet; thence run East a distance of 6 feet; thence
South to a point on the North line of Lot 18 of said Block 2, run
thence West along the North boundaries of Lots 18, 17, 16, 15, 14
and 13 to the Northwest corner of Lot 13 of said Block 2; run
thence North to the Northwest corner of Lot 12 of Block 2 and the
Point of Beginning, GANDY BOULEVARD PARK SUBDIVISION, as per map of
plat thereof recorded in Plat Book 21 on Page 22 of the public
records of Hillsborough County, Florida.

AND

PARCEL II: Beginning at the Northwest corner of GANDY BOULEVARD
PARK SUBDIVISION, run Southerly along the West boundary of said
subdivision a distance of 148 feet to a Point of Beginning; from
said Point of Beginning run Easterly, parallel to the North
boundary of said subdivision, a distance of 283.9 feet; run thence
Southerly parallel to the West boundary of said subdivision a
distance of 571.76 feet; run thence Westerly, parallel to the North
boundary of said subdivision a distance of 283.9 feet to a point on
the West boundary of said subdivision run thence Northerly along
the West boundary of said subdivision a distance of 571.76 feet to
the Point of Beginning.  All of the above lying within GANDY
BOULEVARD PARK SUBDIVISION, Plat Book 21 on Page 22 of the public
records of Hillsborough County, Florida.


                            St. James


That portion of the South 1/2 of Section 7, Township 28 South, Range
18 East, Hillsborough County, Florida; lying South of Gunn Highway
(S.R. 587), (66.0 foot right-of-way), being further described as
follows:

Commence at the Southeast corner of said Section 7; said point
lying on the boundary of Country Run Unit I as recorded in Plat
Book 52, page 60, of the public records of said County; thence
along said boundary the following:  North 00 degrees 26'13" East, 1019.07
feet; thence North 61 degrees 45'02" West, 1596.84 feet to the most
Northerly corner of said Country Run Unit I and the Point of
Beginning; said point lying on the South right-of-way line of Gunn
Highway (66.0 foot right-of-way); thence continue along the
boundary of said Country Run Unit I, the following:  South
28 degrees 14'58" West, 33.0 feet to a non-tangent curve concave Westerly
and having a radius of 25.00 feet, thence Southerly along said
curve 38.36 feet through a central angle of 87 degrees 54'58" (Chord South
17 degrees 47'33" East, 34.71 feet); thence South 26 degrees 09',56" West,
186.36 feet; thence South 23 degrees 18'11" West, 120.15 feet; thence South
26 degrees 09'56" West, 100.00 feet to a curve concave Northwesterly and
having a radius of 520.00 feet; thence Southwesterly along said
curve 21.01 feet through a central angle of 02 degrees 18'54" (Chord South
27 degrees 19'23" West, 21.01 feet); thence, non-tangent from said curve,
North 61 degrees 31"10" West, 254.12 feet; thence South 43 degrees 44'58" West,
439.14 feet to the most Northeasterly corner of Lot 3, Block 2,
Country Run Unit II, as recorded in Plat Book 54, page 43, of the
public records of said County; thence along the boundary of said
Country Run Unit II the following:  North 87 degrees 16'27"West, 254.10
feet; thence South 47 degrees 06'26" West, 642.71 feet; thence leaving said
boundary North 74 degrees 36'19" West, 244.45 feet to a curve concave
Northeasterly and having a radius of 25.00 feet; thence
Northwesterly along said curve, 39.22 feet through a central angle
of 89 degrees 53'49", (Chord North 29 degrees 39'24" West, 35.32 feet) to the
Easterly right-of-way line of Anderson Road (110.00 foot right-of-way); thence
along said right-of-way line North 15 degrees 17'30" East,
861.35 feet; thence leaving said right-of-way line, South 74 degrees 42'30"
East, 560.00 feet; thence North 60 degrees 17'30" East, 162.64 feet; thence
North 15 degrees 17'30" East, 526.03 feet to the aforesaid South right-of-way
line of Gunn Highway being a non-tangent curve concave
Southwesterly, having a radius of 3791.44 feet, thence
Southeasterly along said right-of-way line 577.88 feet through a
central angle of 08 degrees 43'58", (Chord South 66 degrees 07'01" East, 577.32
feet); thence South 61 degrees 45'02" East 134.09 feet to the Point of
Beginning.

LESS AND EXCEPT that portion in Order of Taking recorded in
Official Records Book 5626, page 1662, of the public records of
Hillsborough County, Florida.

                            EXHIBIT B
                        ESCROW PROVISIONS

           (a) Escrowee shall hold the proceeds thereof in
escrow in a special bank account (or as otherwise agreed in writing
by Seller, Purchaser and Escrowee) until the Closing or sooner
termination of this contract and shall pay over or apply such
proceeds in accordance with the terms of this section.  Escrowee
shall hold such proceeds in an interest-bearing account, and any
interest earned thereon shall be paid to Purchaser at Closing, and
the party receiving such interest shall pay any income taxes
thereon.  The tax identification numbers of the parties shall be
furnished to Escrowee upon request.  If for any reason the Closing
does not occur and either party makes a written demand upon
Escrowee for payment of such amount, Escrowee shall give written
notice to the other party of such demand.  If Escrowee does not
receive a written objection from the other party to the proposed
payment within 10 business days after the giving of such notice,
Escrowee is hereby authorized to make such payment. If Escrowee
does receive such written objection within such 10 day period or if
for any other reason Escrowee in good faith shall elect not to make
such payment, Escrowee shall continue to hold such amount until
otherwise directed by written instructions from the parties to this
contract or a final judgment of a court.  However, Escrowee shall
have the right at any time to deposit the escrowed proceeds and
interest thereon, if any, with the clerk of the Court of the county
in which the Land is located.  Escrowee shall give written notice
of such deposit to Seller and Purchaser.  Upon such deposit
Escrowee shall be relieved and discharged of all further
obligations and responsibilities hereunder.

           (b) The parties acknowledge that Escrowee is acting
solely as a stakeholder at their request and for their convenience,
that Escrowee shall not be deemed to be the agent of either of the
parties, and that Escrowee shall not be liable to either of the
parties for any act or omission on its part unless taken or
suffered in bad faith, in willful disregard of this contract or
involving gross negligence.  Seller and Purchaser shall jointly and
severally indemnify and hold Escrowee harmless from and against all
costs, claims and expenses, including reasonable attorneys' fees,
incurred in connection with the performance of Escrowee's duties
hereunder, except with respect to actions or omissions taken or
suffered by Escrowee in bad faith, in willful disregard of this
contract or involving gross negligence on the part of Escrowee.

           (c) Escrowee has acknowledged agreement to these
provisions by signing in the place indicated on the signature page
of this contract.

           (d) Escrowee may represent Seller if there is a
dispute over the disposition of the Downpayment.


                            EXHIBIT C
                            Rent Roll


                            EXHIBIT D
                           SOUTH POINTE
                    Service Contract Listing

Terminix            Monthly Pest Control Service       No signed
contract
Terminix            Termite Bond for Sub-Termites      Expires
3/31/98
Danks               Copier Maintenance Contract        Renewed 7/97
Commercial Laundry  Laundry Room Washer/Dryers         Expires 5/98
McKendree Greens         Landscape Contract            Expires 1/98
ADT                 Fire Alarm Service                 Expires
12/99
Evergreen           Fragrances                         30 day
notice
Network Multi Family     Alarm Monitoring                   30 day
notice
Phillips Pool Service    Pool Service                       No
signed contract
                                                  4 weeks notice

American Ecosystems Lake Services                 No contract
Protect Security         Guard Services                No contract
                                                  30 day notice


                            EXHIBIT D

                            St. James

Vendor:    Phillips Pool Service
Service:   Full Service including the following:
           Tiles cleaned, surface skimmed/debris removed
           Pool floor vacuumed
           Wall & floor brushed as necessary
           Water chemistry maintained
           Filter & strainer baskets cleaned
Dates:     4/1/97-3/31/98
Termination:   May be canceled by either party four weeks before
any regular service call

Vendor:    McKendree Greens, Corp.
Service:   Forty-one (41) mowings annually
           Edging of streets and sidewalks
           Planter bed care/mulch
           Pruning and trimming
           Planting of annuals four (4) times per year
           Irrigation/fertilization and pest control
Dates:     12/1/96-12/1/97
Termination:   May be canceled during the months of March through
               September with a thirty (30) days written notice.
               During the months of October through February with
               a ninety (90) day written notice.

Vendor:    Commercial Laundries of West Florida, Inc.
Service:   The installation, maintenance, and operation of two (2)
laundry facilities
Dates:     6/1/91-5/30/97
Termination:   Six (6) year contract

Vendor:    Lea's Pest Control
Service:   Monthly pest control for all apartments, office
           buildings and recreation rooms
Dates:     1/1/97-12/31/97
Termination:   Thirty (30) days written notice

Vendor:    Terminix International
Service:   Necessary service to protect St. James Crossing against
           the attack of subterranean termites
Dates:     3/1/97-2/28/97
Termination:   May be canceled at any time


                            EXHIBIT E
                            Mortgages

1.   Amended and Restated Mortgage and Security Agreement dated
     August _____,  1995 by MGI Properties to Nationwide Life
     Insurance Company securing a Consolidation and Renewal Note in
     the amount of $10,400,000.

2.   Florida Housing Financing Agency multifamily Housing Revenue
     Bonds $5,750,000 1985 Series NN remarketed November 1, 1997.
     Purchaser shall pay all costs and charges incurred in
     connection with the assumption by Purchaser of the
     aforementioned obligations.


                            SCHEDULE 1
       ITEMS TO BE DELIVERED OR MADE AVAILABLE TO PURCHASER
   TO THE EXTENT THEY ARE IN SELLER'S POSSESSION OR POSSESSION
                    OF SELLER'S MANAGING AGENT


1.   Seller's most current owner's title insurance policy and a
     copy of all title reports and documents in Seller's
     possession.

2.   A list and a copy of all Service Contracts, all documents
     pertaining to any leased Personalty, and all warranties,
     guaranties and bonds relating to the Property, or any part
     thereof.

3.   A complete, itemized and detailed inventory of the Personalty
     to be conveyed by Seller to Purchaser at the Closing.

4.   A copy of (i) all income and expense statements for the
     Property, for the year-to-date and for the most recently
     completed prior year (prepared on a monthly basis), and annual
     operating statements for the two (2) most recent fiscal years,
     (ii) operating budgets for the Property for the current
     calendar year and the upcoming calendar year, and (iii) a
     capital expenditure budget for the Property for the current
     calendar year and the upcoming calendar year, and (iv) such
     other information as may be required by Purchaser's
     accountants to perform all complete audit of the Property for
     the twelve (12) month period ended December 31, 1996, and
     year-to-date 1997.

5.   A copy of all ad valorem and other property tax statements
     (including personal property tax statements) relating to the
     Property for the current tax year and the immediately
     preceding two (2) tax years, including copies of any
     assessments or statements for the current or forthcoming year,
     including a summary of any contested tax assessments relating
     to the Property for the preceding two (2) years, and the
     results thereof.

6.   A copy of (i) a resident rent roll for the improvements,
     showing actual occupancies, rentals, delinquencies, defaults,
     security deposits, assigned parking spaces (if any), free
     rent, rent concessions, resident incentives, lease terms, unit
     numbers, unit types, and unit amenities, (ii) a current
     schedule of rental rates for each type of unit within the
     Improvements, and (iii) such other pertinent information
     regarding the resident leases and rental units as is,
     including, without limitation a schedule of the appliances and
     amenities included in each type of rental unit.

7.   A copy of all site plans, survey, soil and substrata reports
     and studies, engineering plans and studies, environmental
     reports or studies, architectural renderings, plans and
     specifications, construction contracts (with all applicable
     change orders), floor plans, landscape plans, utility schemes
     and other similar plans, diagrams of studies, if any, relating
     to the Property.

8.   If available, a copy of the architect's certificate rendered
     at or after the completion of construction of the improvements
     stating that the improvements were constructed substantially
     in accordance with the plans and specifications delivered to
     Purchaser hereunder.

9.   A copy of all certificates of occupancy for the Improvements.

10.  A copy of all swimming pool permits, boiler permits and other
     licenses and permits for the Property.

11.  A list of all employees currently employed in the operation of
     the Property, setting forth his/her name, address, telephone
     number, position, salary, benefits, bonuses, leasing
     commissions, other incentives, apartment allowance (if
     applicable) and tenure with the Property.

12.  A copy of the standard form of resident lease, leasing
     application, security and pet deposit documents, rules and
     regulations, leasing brochures, occupancy checklist, other
     standard forms and documents currently used in connection with
     the leasing and marketing of the Property, and a profile of
     existing resident base, including data on age, income, sex,
     household structure, occupation, etc., to the extent such
     information is available to Seller.

13.  A list of all utility deposits or bonds for the Property and
     a copy of all utility bills for the Property for the previous
     twelve (12) months, excluding individually metered resident
     utility bills.

14.  Copies of any documents related to any loans affecting the
     Property including promissory notes, deeds of trust, guarantee
     agreements, appraisals and other such documents pertaining to
     any such loans.

15.  Copies of and/or access throughout the Feasibility period to
     all resident files.

16.  Copies of any pertinent pending litigation of safety related
     issues with respect to the Property.

17.  Such other books, records, leasing files, contracts,
     agreements and information relating to the Property that are
     in Seller's possession and as may be required by Purchaser's
     accountants to perform a complete audit of the Property for
     the twelve (12) month period ended December 31, 1996,
     including, but not limited to a letter of representations and
     warranties addressed to Purchaser's accountants and in form
     and content acceptable to Seller, Purchaser and Purchaser's
     accountants.