AGREEMENT OF SALE AND PURCHASE

                             between

                NASHBORO VILLAGE APARTMENTS, L.P.

                            AS SELLER

                               and

               WALDEN RESIDENTIAL PROPERTIES, INC.

                           AS PURCHASER

                          pertaining to

        NASHBORO VILLAGE APARTMENTS, NASHVILLE, TENNESSEE

                     executed effective as of
                        November 15, 1996




<PAGE>
                        TABLE OF CONTENTS

I.   SALE AND PURCHASE; PROPERTY . . . . . . . . . . . . . . . .1
          1.1       Sale and Purchase. . . . . . . . . . . . . .1

II.  CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . .2
          2.1       Purchase Price . . . . . . . . . . . . . . .2
          2.2       Earnest Money. . . . . . . . . . . . . . . .2

III. INSPECTION. . . . . . . . . . . . . . . . . . . . . . . . .3
          3.1       Inspection Period. . . . . . . . . . . . . .3
          3.2       Document Review. . . . . . . . . . . . . . .4
          3.3       Inspection Obligations . . . . . . . . . . .6
          3.4       Right of Termination . . . . . . . . . . . .6
          3.5       Property Conveyed AS IS" . . . . . . . . . .7
          3.6       Investigative Studies. . . . . . . . . . . .9
          3.7       Purchaser Represented by Counsel . . . . . .9
          3.8       Purchaser's Release of Seller. . . . . . . .9
          3.9       Representations, Warranties and Covenants. 10

IV.  SURVEY. . . . . . . . . . . . . . . . . . . . . . . . . . 13
          4.1       Survey.  . . . . . . . . . . . . . . . . . 13

V.   TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . 14
          5.1       Title Commitment . . . . . . . . . . . . . 14

VI.  REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . 15
          6.1       Seller's Remedies. . . . . . . . . . . . . 15
          6.2       Purchaser's Remedies . . . . . . . . . . . 15
          6.3       Attorneys' Fees. . . . . . . . . . . . . . 15
          6.4       Disposition of Earnest Money . . . . . . . 15

VII. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 16
          7.1       Closing Date . . . . . . . . . . . . . . . 16
          7.2       Closing Matters. . . . . . . . . . . . . . 16
          7.3       Closing Costs. . . . . . . . . . . . . . . 19
          7.4       Real Estate Commissions. . . . . . . . . . 20

VIII.     CONDEMNATION . . . . . . . . . . . . . . . . . . . . 20
          8.1       Condemnation . . . . . . . . . . . . . . . 20

IX.  RISK OF LOSS. . . . . . . . . . . . . . . . . . . . . . . 21
          9.1       Risk of Loss . . . . . . . . . . . . . . . 21

X.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 22
          10.1      Entire Agreement . . . . . . . . . . . . . 22
          10.2      Agreement Binding on Parties . . . . . . . 22
          10.3      Effective Date . . . . . . . . . . . . . . 22
          10.4      Notice . . . . . . . . . . . . . . . . . . 22
          10.5      Time of the Essence. . . . . . . . . . . . 23
          10.6      Place of Performance . . . . . . . . . . . 24
          10.7      Currency . . . . . . . . . . . . . . . . . 24
          10.8      Section Headings . . . . . . . . . . . . . 24
          10.9      Obligations. . . . . . . . . . . . . . . . 24
          10.10     Business Days. . . . . . . . . . . . . . . 24
          10.11     Confidentiality. . . . . . . . . . . . . . 24
          10.12     No Recordation . . . . . . . . . . . . . . 24
          10.13     Multiple Counterparts. . . . . . . . . . . 25
          10.14     Severability . . . . . . . . . . . . . . . 25
          10.15     Limited Liability of Officers. . . . . . . 25


EXHIBITS


Exhibit A - Legal Description
Exhibit B - Form of Special Warranty Deed
Exhibit C - Form of Bill of Sale
Exhibit D - Form of Non-Foreign Entity Certificate
Exhibit E - Form of Tenant Notice Letter
Exhibit F - Operating Statements
Exhibit G - Surveyor's Certificate
Exhibit H - Service Contracts
<PAGE>
                  AGREEMENT OF SALE AND PURCHASE
                               FOR 
                   NASHBORO VILLAGE APARTMENTS

     THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") is made by
and between Nashboro Village Apartments, L.P., a Delaware limited
partnership ("Seller"), and Walden Residential Properties, Inc., a
Maryland corporation ("Purchaser"), and is as follows:

                       WI T N E S S E T H: 

     WHEREAS, Seller desires to sell and Purchaser desires to
purchase the property described in Section 1.1 below, on the terms
and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                I.
                   SALE AND PURCHASE; PROPERTY

     1.1  Sale and Purchase.  Seller agrees to sell and convey unto
Purchaser, and Purchaser agrees to purchase and accept from Seller,
for the price and subject to the terms, covenants, conditions and
provisions herein set forth, the following:

(a)  All of that certain land (the "Land") in Nashville, Tennessee,
     being more particularly described in Exhibit A attached hereto
     and incorporated herein by this reference for all purposes;

(b)  All right, title and interest of Seller in and to all
     structures, improvements and fixtures (collectively,
     "Improvements") located on the Land.  The Land and the
     Improvements are sometimes referred to herein collectively as
     the "Real Property" and consist primarily of a 994-unit multi-family
     apartment complex commonly known as "Nashboro Village
     Apartments";

(c)  All right, title and interest of Seller, if any, in and to any
     land lying in the bed of any street, road or access way,
     opened or proposed, in front of, at a side of or adjoining the
     Land to the centerline thereof "Property Rights");

(d)  All right, title and interest of Seller, reversionary or
     otherwise, in and to all easements in or upon the Land and all
     other rights and appurtenances belonging or in anywise
     pertaining thereto, if any ("Appurtenances");

(e)  All furniture, carpeting, draperies, appliances, building
     supplies, equipment, machinery, inventory and other items of
     personal property owned by Seller and presently affixed or
     attached to, placed or situated upon the Real Property and
     used solely in connection with the ownership, operation and
     occupancy of the Real Property ("Personalty"), but
     specifically excluding any items of personal property owned by
     lawful tenants ("Tenants") of the Improvements and further
     excluding any items of personal property owned by third
     parties and leased to Seller;

(f)  Seller's interest as landlord in all leases ("Leases") now or
     hereafter affecting the Real Property, together with all
     refundable security deposits ("Security Deposits") of Tenants
     held by Seller;

(g)  Seller's interest in all assignable leasing, service, supply
     and maintenance contracts relating solely to the Real Property
     or Personalty as more particularly described on Exhibit "H"
     attached hereto and incorporated herein by this reference for
     all purposes ("Contracts"); and

(h)  All right, title and interest of Seller, if any, in and to all
     intangible property relating solely to the ownership or
     operation of the Real Property or Personalty, in each case
     only to the extent assignable, including licenses, permits,
     guaranties, warranties and tradenames, if any, but in each
     case without warranty, including the right to use the name
     "Nashboro Village" on a non-exclusive basis ("Intangible
     Property").

     The items described in (a) through (h) of this Section 1.1 are
hereinafter collectively called the "Property.

                               II.
                          CONSIDERATION

     2.1  Purchase Price. The purchase price ("Purchase Price") to
be paid by Purchaser to Seller for the sale and conveyance of the
Property shall be Forty-Six Million and No/ 100 Dollars
($46,000,000.00), which shall be payable to Seller on or before
1:00 p.m. (Dallas, Texas time) on the day that the closing of the
transaction contemplated hereby occurs ("Closing") payable by
Federal Reserve wire transfer of immediately available funds to an
account or accounts which shall be designated by Seller on or
before the Closing Date (hereinafter defined in Section 7.1), plus
or minus prorations and adjustments as hereinafter provided; and

     2.2  Earnest Money. (a) It shall be a condition precedent to
the effectiveness of this Agreement that within one (1) business
day following the Effective Date (as defined in Section 10.3), (i)
Purchaser deposit with Lawyers Title Insurance Company ("Title
Company") the amount of Two Hundred Fifty Thousand and No/ 100
Dollars ($250,000.00) by wire transfer of immediately available
federal funds (together with all interest, if any, accrued thereon,
the "Earnest Money"), and (ii) Purchaser pay to Seller One Hundred
and No/100 Dollars ($100.00) ("Independent Consideration") as
consideration for this Agreement.  The Independent Consideration
will be retained by Seller in all instances and shall not be
applied against the Purchase Price at Closing.  The Independent
Consideration shall not be returned to Purchaser in the event that
the Earnest Money is returned to Purchaser pursuant to the terms of
this Agreement.

     (b)  Title Company shall deposit the Earnest Money into an
interest-bearing money market account maintained at a federally
insured bank or savings and loan association located in Nashville,
Tennessee or Dallas, Texas.  Such account shall have no penalty for
early withdrawal, and Purchaser accepts all risks with regard to
the account, specifically including the risk of closure of such
bank or savings and loan association by state and/or federal
regulators, and all losses occasioned thereby.  If any portion of
the Earnest Money is not deposited with Title Company or any
portion of the Independent Consideration is not paid to Seller
within the required periods, Seller may terminate this Agreement by
delivering written notice to Purchaser and upon said termination,
the Title Company shall immediately return to Seller all executed
originals of this Agreement in its possession.  Thereafter, neither
party shall have any further rights or obligations hereunder except
with respect to Section 3.2, 3.3, 3.6, 3.8, 5.1(b), Article VI, and
7.4 (such obligations being referred to herein as the "Termination
Surviving Obligations").  If the transaction contemplated hereby is
consummated in accordance with the terms and provisions hereof, the
Earnest Money shall be credited against the Purchase Price at
Closing and paid to Seller in accordance with the terms of this
Agreement.  If the transaction is not so consummated, the Earnest
Money shall be held and delivered by the Title Company as
hereinafter provided.  All interest earned shall be reported to the
Internal Revenue Service as income of Purchaser.  Purchaser shall
promptly execute all forms reasonably requested by the Title
Company, including, without limitation, Form W-9 and any necessary
investment direction letters.

                               III.
                            INSPECTION

     3.1  Inspection Period.  Subject to t he provisions of this
Section 3.1, Seller shall permit Purchaser and its authorized
agents and representatives the right to enter upon the Real
Property at all reasonable times during normal business hours to
inspect the Property and conduct reasonably necessary tests.  Such
entry and inspections may be conducted only during the period
("Inspection Period") commencing on the Effective Date (as defined
in Section 10.3) and ending at 5:00 p.m. (Dallas, Texas time) on
November 29, 1996.  Purchaser shall notify Seller, in writing, of
its intention, or the intention of its agents or representatives,
to enter the Real Property at least 48 hours prior to such intended
entry.  If Purchaser intends to conduct any physical testing or
sampling of the Property (including, without limitation, any Phase
H environmental testing), Purchaser shall describe such testing and
sampling in its notice and shall obtain Seller's prior written
consent thereto which shall not be unreasonably withheld or
delayed.  Purchaser shall bear the cost of all inspections and
tests.  At Seller's option, Seller may be present for any
inspection or test.

     3.2  Document Review.  (a) Seller agrees to permit Purchaser,
its authorized agents or representatives, upon at least 48 hours
prior written notice, at either the office of Seller, Seller's
property manager or at the Real Property (at Seller's option), the
right to inspect the following, to the extent same are in Seller's
possession: (i) environmental reports and studies prepared at the
request of Seller, (ii) the current year's assessments (special or
otherwise), ad valorem and personal property tax bills as well as
ad valorem and other property tax statements relating to the
Property for the immediately preceding two (2) tax years, (iii) its
most recent resident rent roll, (iv) copies of the form lease,
leasing applications, and security deposit documents used by Seller
for leasing apartments at the Improvements and a copies of the
Contracts, (v) a summary of all capital expenditures commencing
with Seller's acquisition of the Property including invoices,
contracts and/or work orders pertaining to carpet replacement
window replacement and appliance replacement; (vi) any plans and
specifications (including the as-built plans), (vii) Seller's most
current owner's title insurance policy and title documents relating
to the Property, (viii) all documents pertaining to any leased
Personalty, (ix) all warranties, guaranties and bonds relating to
the Property, or any part thereof, (x) a copy of all income and
expense statements for the Property, for the year-to-date
commencing with Seller's acquisition of the Property (prepared on
a monthly basis), (xi) a current schedule of rental rates for each
type of unit within the Improvements, and such other pertinent
information regarding the resident leases and rental units as is
reasonably available to Seller, including, without limitation a
schedule of the appliances and amenities included in each type of
rental unit, (xii) a copy of all certificates of occupancy for the
Improvements, swimming pool permits, boiler permits and other
licenses and permits for the Property, (xiii) a list of all
employees currently employed in the operation of the Property,
setting forth his/her name and position, (xiv) invoices, contracts
and/or work orders pertaining to, any regular maintenance and
repair at the Real Property since Seller's acquisition of the
Property (xv) a copy of all utility bills for the Real Property
since Seller's acquisition of the Property, excluding individually
metered resident utility bills, (xvi) copies of any pending
litigation of safety related issues with respect to the Property,
(xvii) a current Personalty inventory, and (xviii) such other
books, records, leasing files, contracts, agreements and
information relating to the Property that are in Seller's
possession or are readily available to Seller 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,
1995 (collectively, "Documents").  Purchaser at its expense shall
have the right to make photocopies of the Documents. 
Notwithstanding anything in this Section 3.2 to the contrary,
Purchaser shall not have the right to inspect or make copies of any
appraisals of the Property or any documents in Seller's possession
involving Seller's acquisition of the Property, any internal
budgets or projections, or any other prospective purchasers.

     (b)  Purchaser acknowledges that any and all of the Documents
may be proprietary and confidential in nature and will be delivered
to Purchaser solely to assist Purchaser in determining the
feasibility of purchasing the Property.  Except as required by
applicable security laws or as required by any national securities
exchange on which Purchaser's common stock is listed, Purchaser
agrees not to disclose the contents of the Documents, or any of the
provisions, terms or conditions thereto, to any party outside of
Purchaser's organization other than its attorneys, accountants,
lenders or investors (collectively, the "Permitted Outside
Parties").  Purchaser further agrees that within its organization,
or as to the Permitted Outside Parties, the Documents shall be
disclosed and exhibited only to those persons within Purchaser's
organization or to those Permitted Outside Parties who are
responsible for determining the feasibility of Purchaser's
acquisition  of the Property and who have agreed in writing to
preserve the confidentiality of such information as required
herein.  Purchaser further acknowledges that the Documents and
other information relating to the leasing arrangements between
Seller and the Tenants or prospective tenants are proprietary and
confidential in nature.  Purchaser agrees not to divulge the
contents of such Documents and other information except in strict
accordance with the confidentiality standards set forth in this
Section 3.2. In permitting the Permitted Outside Parties to review
the Documents or information to assist Purchaser, Seller has not
waived any privilege or claim of confidentiality with respect
thereto, and no third party benefits or relationships of any kind,
either express or implied, have been offered, intended or created
by Seller and any such claims are expressly rejected by Seller and
waived by Purchaser and the Permitted Outside Parties, for whom, by
its execution of this Agreement, Purchaser is acting as an agent
with regard to such waiver.  Notwithstanding the foregoing, to the
extent required by any national securities exchange on which
Purchaser's common stock is registered or if required by the
Securities and Exchange Commission, Purchaser may include a copy of
this Agreement in its required filings with the Securities and
Exchange Commission.

     (c)  Purchaser shall return all of the Purchaser's Information
(as hereinafter defined), on the first to occur of (i) such time as
Purchaser determines that it shall not acquire the Property, or
(ii) such time as this Agreement is terminated for any reason.

     (d)  Purchaser acknowledges that some of the Documents may
have been prepared by third parties and may have been prepared
prior to Seller's ownership of the Property.  Purchaser hereby
acknowledges that Seller has made and does not make any
representation or warranty regarding the truth, accuracy or
completeness of the Documents or the sources thereof Seller has not
undertaken any independent investigation as to the truth, accuracy
or completeness of the Documents and is providing the Documents
solely as an accommodation to Purchaser.  Notwithstanding any
provision of this Agreement to the contrary, no termination hereof
shall terminate Purchaser's obligations pursuant to Section 3.2.

     3.3  Inspection Obligations.  (a) In conducting any
inspections, investigations or tests of the Property and/or
Documents, Purchaser and its agents and representatives shall: (i)
not disturb the Tenants or interfere with their use of the Property
pursuant to their respective Leases; (ii) not interfere with the
operation and maintenance of the Property; (iii) not damage any
part of the Property or any personal property owned or held by any
Tenant or any other person or entity; (iv) not injure or otherwise
cause bodily harm to Seller, or its agents, guests, invitees,
contractors and employees or any Tenant or any other person or
entity; (v) maintain comprehensive general liability (occurrence) 
insurance in terms and amounts satisfactory to Seller covering any
accident arising in connection with the presence of Purchaser, its
agents and representatives on the Real Property and shall deliver
a certificate of insurance verifying such coverage to Seller prior
to entry upon the Real Property; (A) promptly pay when due the
costs of all tests, investigations, and examinations done with
regard to the Property; (vii) not permit any liens to attach to the
Real Property by reason of the exercise of its rights hereunder;
(viii) fully restore the Property to the condition in which the
same was found before any such inspection or tests were undertake;
and (ix) not reveal or disclose any information obtained during the
Inspection Period concerning the Property and the Documents to
anyone outside Purchaser's organization except in accordance with
the confidentiality standards set forth in Section 3.2(b) and
Section 10.11.

     (b)  Purchaser hereby agrees to indemnify, defend and hold
Seller and its partners, members, officers, directors, agents,
employees, successors and assigns harmless from and against any and
all liens, claims, causes of action, damages, liabilities, demands,
suits, obligations, losses, penalties, costs and expenses
(including reasonable attorneys' fees) arising out of Purchaser's
inspections or tests permitted hereunder or any violation of the
provisions of this Section 3.3. Notwithstanding any provision of
this Agreement to the contrary, no termination hereof shall
terminate Purchaser's obligations pursuant to this Section 3.3.

     3.4  Right of Termination.  If, during the Inspection Period,
Purchaser shall, for any reason, in Purchaser's sole discretion,
judgment and opinion, be dissatisfied with any aspect of the
Property or any item examined by Purchaser pursuant to Sections 3.1
and 3.2 or for any reason whatsoever, Purchaser shall be entitled,
as its sole and exclusive remedy, to terminate this Agreement by
giving written notice to Seller on or before the expiration of the
Inspection Period, whereupon this Agreement shall terminate, and
upon such termination, neither Seller nor Purchaser shall have any
further obligation or liability to the other hereunder, except for
the Termination Surviving Obligations.  Upon Purchaser s delivery
to Seller of the Documents and any and all copies Purchaser has
made of the Documents and all copies of any studies, reports or
test results regarding any part of the Property obtained by
Purchaser in connection with its inspection of the Property,
including, without limitation, those described in Section 3.6
(collectively "Purchaser's Information"), the Earnest Money shall
be returned to Purchaser in accordance with Section 6.4. If
Purchaser shall fail to timely notify Seller in writing of its
option to terminate this Agreement on or before the expiration of
, the Inspection Period, the termination right described in this
Section 3.4 shall be null and void.

     3.5  Property Conveyed "AS IS."

(a)  Disclaimer of Representations and Warranties by Seller. Except
     for the limited representations of Seller in Section 3.9
     herein, it is understood and agreed that Seller has not made
     and is not now making, and it specifically disclaims, any
     warranties,' representations or guaranties of any kind or
     character, express or implied, oral or written, past, present
     or future, with respect to the Property, including, but not
     limited to, warranties, representations or guaranties as to
     (i) matters of title (other than Seller's warranty of title
     set forth in the Deed (hereinafter defined) to be delivered at
     Closing), (ii) environmental matters relating to the Property
     or any portion thereof, (iii) geological conditions,
     including, without limitation, subsidence, subsurface
     conditions, water table, underground water reservoirs,
     limitations regarding the withdrawal of water and earthquake
     faults and the resulting damage of past and/or future
     earthquakes, (iv) whether, and to the extent to which the
     Property or any portion thereof is affected by any stream
     (surface or underground), body of water, flood prone area,
     flood plain, floodway or special flood hazard, (v) drainage,
     (vi) soil conditions, including the existence of instability,
     past soil repairs, soil additions or conditions of soil fill,
     or susceptibility to landslides, or the sufficiency of any
     undershoring, (vii) zoning to which the Property or any
     portion thereof may be subject, (viii) the availability of any
     utilities to the Property or any portion thereof including,
     without limitation, water, sewage, gas and electric, (ix)
     usages of adjoining Property, (x) access to the Property or
     any portion thereof, (xi) the value compliance with the plans
     and specifications, size, location, age, use, design, quality,
     description, suitability, structural integrity, operation,
     title to, or physical or financial condition of the Property
     or any portion thereof, (xii) any income, expenses, charges,
     liens, encumbrances, rights or claims on or affecting or
     pertaining to the Property or any part thereof, (xiii) the
     presence of Hazardous Substances (hereinafter defined) in or
     on, under or in the vicinity of the Property, (xiv) the
     condition or use of the Property or compliance of the Property
     with any or all past, present or future federal, state or
     local ordinances, rules, regulations or laws, building, rim or
     zoning ordinances, codes or other similar laws, (xv) the
     existence or nonexistence of underground storage tanks, (xvi)
     any other matter affecting the stability or integrity of the
     Property, (xvii) the potential for further development of the
     Property, (xviii) the existence of vested land use, zoning or
     building entitlements affecting the Property, (xix) the
     merchantability of the Property or fitness of the Property for
     any particular purpose (Purchaser affirming that Purchaser has
     not relied on Seller's skill or judgment to select or furnish
     the Property for any particular purpose, and that Seller makes
     no warranty that the Property is fit for any particular
     purpose), or (xx) tax consequences.

(b)  Sale "As Is".  Except for the limited representations of
     Seller in Section 3.9 herein, Purchaser has not relied upon
     and will not rely upon, either directly or indirectly, any
     representation or warranty of Seller or any of its agents and
     acknowledges that no such representations have been made. 
     Purchaser represents that it is a knowledgeable, experienced
     and sophisticated purchaser of real estate and that it is
     relying solely on its own expertise and that of Purchaser's
     consultants in purchasing the Property.  Purchaser will
     conduct such inspections and investigations of the Property as
     Purchaser deems necessary, including, but not limited to, the
     physical and environmental conditions thereof, and shall rely
     upon same.  Upon closing, Purchaser shall assume the risk that
     adverse matters, including, but not limited to, adverse
     physical and environmental conditions, may not have been
     revealed by Purchaser's inspections and investigations. 
     Purchaser acknowledges and agrees that upon Closing, Seller
     shall sell and convey to Purchaser and Purchaser shall accept
     the Property "as is, where is," with all faults.  Purchaser
     further acknowledges and agrees that there are no oral
     agreements, warranties or representations, collateral to or
     affecting the Property by Seller, any agent of Seller or any
     third party.  The terms and conditions of this Section 3.5
     shall expressly survive the Closing, not merge with the
     provisions of any closing documents and shall be incorporated
     into the Deed.  Seller is not liable or bound in any manner by
     any oral or written statements, representations, or
     information pertaining to the Property furnished by any real
     estate broker, agent, employee, servant or other person,
     unless the same are specifically set forth or referred to
     herein.  Purchaser acknowledges that the Purchase Price
     reflects the "as is" nature of this sale and any faults,
     liabilities, defects or other adverse matters that may be
     associated with the Property.  Purchaser has fully reviewed
     the disclaimers and  waivers set forth in this Agreement with
     its counsel and understands the significance and effect
     thereof.  Purchaser acknowledges and agrees that the
     disclaimers and other agreements set forth herein are an
     integral part of this Agreement and that Seller would not have
     agreed to sell the Property to Purchaser for the Purchase
     Price without the disclaimer and other agreements set forth in
     this Agreement.

                                                              
                                             Purchaser
                                             Initials

(c)  "Hazardous Substances" Defined. For purposes hereof,
     "Hazardous Substances" means any hazardous, toxic or dangerous
     waste, substance or material, pollutant or contaminant, as
     defined for purposes of the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980 (42 U.S.C.
     Sections 9601 et seq.), as amended ("CERCLA"), or the Resource
     Conservation and Recovery Act (42 U.S.C. Sections 6901 et
     seq.), as amended ("RCRA"), or any other federal, state or
     local law, ordinance, rule or regulation applicable to the
     Property, or any substance which is toxic, explosive,
     corrosive, flammable, infectious, radioactive, carcinogenic,
     mutagenic or otherwise hazardous, or any substance which
     contains gasoline, diesel fuel or other petroleum
     hydrocarbons, polychlorinated biphenyls (pcbs), radon gas,
     urea formaldehyde, asbestos, lead or electromagnetic waves.

     3.6  Investigative Studies. As additional consideration for
the transaction contemplated herein, Purchaser agrees that it will
provide to Seller, immediately following the receipt of same by
Purchaser, copies of any and all reports, tests or studies
involving structural or geologic conditions, environmental,
hazardous waste or Hazardous Substances contamination of the
Property which reports, tests or studies shall be addressed to both
Seller and Purchaser at no cost to Seller; provided, however,
Purchaser shall have no obligation to cause any such tests or
studies to be performed on the Property.  Notwithstanding any
provision of this Agreement to the contrary, no termination hereof
shall terminate Purchaser's obligations pursuant to this Section
3.6.

     3.7  Purchaser Represented by Counsel.  Purchaser hereby
represents and warrants to Seller that: (i) Purchaser is not in a
significantly disparate bargaining position in relation to Seller;
(ii) Purchaser is represented by legal counsel in connection with
the transaction contemplated by this Agreement; and (iii) Purchaser
is purchasing the Property for business, commercial, investment or
other similar purpose and not for use as Purchaser's residence.

     3.8  Purchaser's Release of Seller. Seller is hereby released
from all responsibility and liability to Purchaser regarding the
condition (including the presence in the soil, air, structures and
surface and subsurface waters, of materials or substances that have
been or may in the future be determined to be toxic, hazardous,
undesirable or subject to regulation and that may need to be
specially treated, handled and/or removed from the Property under
current or future federal, state and local laws, regulations or
guidelines), valuation, salability or utility of the Property, or
its suitability for any purpose whatsoever.  Purchaser expressly
acknowledges that Purchaser has not relied on any warranties,
promises, understandings or representations, express or implied,
oral or written, of Seller or any of its agents, relating to the
Property which are not contained in this Agreement, and that
Purchaser is acquiring the Property in its present condition and
state of repair, "as is, where is", with all defects, latent or
apparent.  Purchaser acknowledges that any information of any type
which Purchaser has received or may receive from Seller or its
agents, including, without limitation, any environmental reports
and surveys, is furnished on the express condition that Purchaser
shall make an independent verification of the accuracy of such
information, all such information being furnished without any
warranty whatsoever.

     3.9  Representations, Warranties and Covenants.

(a)  Representations of Seller.  The representations set forth in
     this Section 3.9 constitute the only representations of Seller
     to Purchaser in connection with the sale of the Property.  As
     of the Effective Date, Seller represents as follows:

          (i)  Authority of Seller, Due Authorization. Seller is a
     limited partnership duly organized and validly existing under
     the laws of the State of its organization, and Seller has all
     necessary partnership power and authority to execute and
     deliver this Agreement and to consummate the sale.
     contemplated hereby.  This Agreement has been duly authorized
     and executed by Seller and is a valid and binding obligation
     of, and is enforceable, in accordance with its terms, against
     Seller.  The documents delivered to Buyer at Closing will be
     duly authorized and executed by Seller and will be valid and
     binding obligations of Purchaser, and will be enforceable in
     accordance with their terms against Seller.

          (ii) Non-Foreign Entity. Seller is not a "foreign person"
     or "foreign corporation" as those terms are defined in the
     Internal Revenue Code of 1986, as amended, and    the
     regulations promulgated thereunder.

          (iii)     Violations.  To Seller's actual knowledge,
     except to the extent provided to Purchaser during the
     Inspection Period, Seller has not received any written notice
     from a Governmental Authority (as defined in Section 3.9(b))
     alleging a violation of any law, rule or regulation relating
     to the Property.

          (iv) Non-Contravention. To Seller's actual knowledge, the
     execution and delivery of this Agreement by Seller and the
     performance of its obligations hereunder, do not conflict with
     or result in a default under any agreement or obligation as to
     which Seller or the Property is bound.

          (v)  Litigation. To Seller's actual knowledge, except as
     previously disclosed to Purchaser, there are no legal actions,
     suits or similar proceedings pending or served against seller
     or the Property, which if adversely determined, would
     materially affect the value of the Property or Seller's
     ability to consummate the sale contemplated hereby.

          (vi) Operating Statements. Attached as Exhibit "F" is the
     most recent quarterly statement of income and expense in
     connection with the operation and maintenance of the Property. 
     The balance of such statements for the preceding quarters,
     covering Seller's period of ownership of the Property, shall
     be made available to the Purchaser in accordance with Section
     3.2 and in connection therewith, Seller agrees to make
     available to Purchaser or its representatives, at Seller's
     office, or Seller's property manager's office or the Real
     Property all supporting documentation for such statements.

          (vii)     Service Contracts.  To Seller's actual
     knowledge, as of the Effective Date, the list of Service
     Contracts attached hereto as Exhibit "H" constitutes all of
     the Service Contracts affecting the Property.

          (viii)    Closing Not Constituting Breach.  To Seller's
     actual knowledge, the consummation of the transaction
     contemplated herein will not result in the breach of any lease
     or other agreement affecting the Property.

          (ix) Access to Property. To Seller's actual knowledge,
     Seller has received no written notices of termination of the
     current access from the Property to any presently existing
     highways and roadways adjoining the Property as shown by the
     Survey.

          (x)  Taxes.  AR ad valorem taxes for the Property for
     1995 have been paid and no ad valorem taxes for 1996 are
     delinquent.

          (xi) Seller's Actual Knowledge' Defined.  For purposes of
     this Agreement "Seller's actual knowledge" shall be limited to
     the current actual, as opposed to imputed or constructive,
     knowledge of Larry Corson, Scott Fitzgerald and Seth Taube,
     without investigation or inquiry whatsoever.

(b)  Covenants. Seller hereby agrees that:

          (i)  Rent Roll. Not earlier than five (5) days prior to
     Closing, Seller shall deliver a copy of rent roll for the
     Property ("Rent Roll") certified to Seller's actual Knowledge
     to be true and correct as of the date thereof.

          (ii) Insurance. Seller shall maintain all insurance
     policies covering the Property in effect as of the Effective
     Date or their equivalent, in force until Closing.  Buyer, at
     Closing, shall obtain its own insurance coverage.

          (iii)     Inspection of Documents, Reports, Books and
     Records.  During the Inspection Period, the Documents, all
     reports (including but not limited to soil tests and
     construction inspection reports), the books and records, all
     Tenant Leases and other documents, that to Seller's Knowledge
     relate to the construction, ownership, operation or management
     of the Property, shall be made available to Purchaser for
     review at the offices of Seller, the office of Sellers
     property manager, or at the Real Property as applicable, and
     Seller shall cooperate with Purchaser in its review thereof. 
     Notwithstanding the foregoing, Purchaser will not be entitled
     to inspect or review appraisals, or documents involving
     Seller's acquisition of the Property, any internal budgets or
     projections or any other prospective purchasers of the
     Property.

          (iv) Maintenance of Property Until Closing. Subject to
     Article VIII & IX, Seller, at its expense, will maintain the
     Property in its current condition until Closing excepting only
     ordinary wear and tear.

          (v)  Service Contracts. After the Effective Date, Seller
     will not enter into any service operating or management
     contracts related to the Property that cannot be terminated on
     thirty (30) days' notice.

(c)  Purchaser's Representations and Warranties. Purchaser
     represents and warrants as follows:

          (i)  Authority of Purchaser. Purchaser has the requisite
     corporate power and authority to enter into this Agreement and
     to consummate the transactions contemplated by this Agreement. 
     The execution and delivery of this Agreement and the
     consummation of the transactions contemplated hereby have been
     duly authorized by the board of directors of the Purchaser and
     no other corporate proceedings on the part of the Purchaser
     are necessary to enter into this Agreement or to consummate
     the transactions contemplated hereby.  This Agreement has been
     duly executed and delivered by, and constitutes a valid and
     binding obligation of Purchaser, enforceable against Purchaser
     in accordance with its terms.

          (ii) No Bankruptcy or Receivership. That at no time on or
     before the Closing Date, shall any of the following have
     occurred with respect to Purchaser: (A) the commencement of a
     case under Title 11 of the United States Code, as now
     constituted or hereafter amended, or under any other
     applicable federal or state bankruptcy law or other similar
     law; (B) the appointment of a trustee or receiver of any
     property interest; (C) an assignment for the benefit of
     creditors; (D) an attachment, execution or other judicial
     seizure of a substantial property interest; (E) the taking of,
     failure to take, or submission to any action indicating an
     inability to meet its financial obligations as they accrue; or
     (F) a dissolution or liquidation, death or incapacity.

          (iii)     Corporate Organization. The Purchaser is a
     corporation duly organized, validly existing and in good
     standing under the laws of its state of incorporation and is
     in good standing as a foreign corporation in each jurisdiction
     where failure to so qualify or be in good standing is
     reasonably likely to have a material adverse effect on the
     financial condition, properties, business or results of
     operation of the Purchaser and its subsidiaries, taken as a
     whole.  The Purchaser has the requisite corporate power to
     own, lease and operate its properties and assets and to carry
     on its businesses as they are now being conducted.  The
     Purchaser's certificate of incorporation and by-laws (or other
     governing instruments) are in full force and effect.

          (iv) Consents and Approvals: No Violation. Neither the
     execution and delivery of this Agreement by the Purchaser nor
     the consummation by the Purchaser of the transactions
     contemplated hereby will (A) conflict with or result in any
     breach or violation of any provision of, or constitute a
     default (or an event which, with notice or lapse of time or
     both, would constitute a default) under, or result in the
     termination of, or accelerate the performance required by, or
     result in the creation of any lien or other encumbrance upon
     any of the properties or assets of the Purchaser or any of its
     subsidiaries under, any of the terms, conditions or provisions
     of 1) their respective certificates of incorporation or by-laws
     or 2) any note, bond, mortgage, indenture, deed of trust,
     license, lease, agreement or other instrument or obligation to
     which the Purchaser or any such subsidiary is a party or to
     which they or any of their respective properties or assets are
     subject, or (B) require any consent approval, authorization or
     permit of, or filing with or notification to, any court,
     governmental authority or other regulatory or administrative
     agency or commission, domestic or foreign ("Governmental
     Entity") or any other person.

(d)  Conditions for Bringing a Claim for Breach of Representation. 
     Purchaser shall not be entitled to bring a claim for breach of
     a representation to the extent it had actual knowledge
     thereof, as opposed to imputed or constructive knowledge,
     prior to Closing.  In no event will Purchaser be entitled to
     recover damages for any breach of the above representations
     unless Purchaser delivers notice to Seller of its claim on or
     prior to six (6) months following the Closing Date.  In
     addition, Purchaser shall not have any right to bring any
     action against Seller as a result of any representation or
     warranty of Seller contained in this Agreement unless and
     until the aggregate amount of such losses, expenses and
     liability arising out of or which result from the inaccuracy
     of any such representations exceeds $150,000 and then only to
     the extent of such excess up to an amount not to exceed
     $500,000.

                               IV.
                              SURVEY

     4.1  Survey.  Seller shall at Seller's cost and expense,
within ten (10) days after the Effective Date, deliver to Purchaser
an update of the most recent survey of the Real Property ("Survey")
containing a certificate substantially in accordance with the form
attached hereto as Exhibit "G".

                                V.
                              TITLE

     5.1  Title Commitment. (a) Seller shall, within ten (10) days
after the Effective Date, furnish to Purchaser: (I) a title
commitment ("Commitment"), by the terms of which Title Company
agrees to issue to Purchaser at Closing an 1992 ALTA Owner Policy
of Title Insurance (as amended to date) ("Title Policy") in the
amount of the Purchase Price,  insuring Purchaser's fee simple
title to the Real Property to be good and indefeasible, subject to
the terms of such policy and the exceptions described therein; and
(H) a photocopy of all documents ("Title Documents") describing all
title exceptions shown on the Commitment.  As used herein, the term
"Title Objection Period" shall mean a period commencing on the
first day following Seller's delivery to Purchaser of the Survey,
Commitment and Title Documents and ending ten (10) days thereafter. 
All matters shown on the Survey and exceptions listed in the
Commitment which are not objected to by Purchaser by delivery of
written notice to Seller within the Title Objection Period shall be
conclusively deemed to be acceptable to Purchaser.  In the event
Purchaser timely objects to any title exception or Survey matter
("Title Objection"), Seller may but shall not be obligated to, cure
such Title Objection.  In the event Seller notifies Purchaser that
Seller is unable or unwilling to cure any Title Objection,
Purchaser shall be deemed to have waived the Title Objections
unless within five (5) days following such notice, Purchaser
delivers to Seller written notice terminating this Agreement. 
Notwithstanding anything herein to the contrary, in the event that
Purchaser's right to terminate this Agreement pursuant to any
provision of this Section 5.1 has not expired prior thereto, it
shall expire upon expiration of the Inspection Period.  As used in
this Agreement, the term "Permitted Exceptions" shall mean all
matters either shown on the Survey or listed in the Commitment to
which Purchaser does not raise a Title Objection within the Title
Objection Period or, having objected, Purchaser waives or is deemed
to have waived in accordance with the provisions of this Section
5.1.

          (b)  In the event of termination of this Agreement
pursuant to this Section 5.1, upon Purchaser's delivery of the
Purchaser's Information, the Earnest Money shall be delivered to
Purchaser in accordance with Section 6.4 and thereafter neither
party shall have any further rights or obligations hereunder,
except for the Termination Surviving Obligations. Notwithstanding
anything herein to the contrary, if this Agreement is terminated by
purchaser in accordance with the terms hereof, the Title Company
shall, prior to delivering the Earnest Money to the party entitled
thereto, deduct from the Earnest Money any amounts owing to the
Title Company relating to the preparation of the Commitment and
this provision shall expressly survive any termination of this
Agreement.

                               VI.
                             REMEDIES

     6.1  Seller's Remedies. In the event Purchaser fails to
perform its obligations pursuant to this Agreement for any reason
except the failure by Seller to perform hereunder, Seller shall be
entitled as its sole and exclusive remedy, to terminate this
Agreement and recover the Earnest Money as liquidated damages and
not as penalty, in full satisfaction of claims against Purchaser
hereunder (excluding any claim for breach of a Termination
Surviving Obligation and if Closing occurs, excluding any claim for
breach of any obligation that expressly survives Closing pursuant
to the terms of this Agreement, for which there shall be no
limitation or restriction on liability).  Seller and Purchaser
agree that Seller's damages resulting from Purchaser's default are
difficult if not impossible, to determine and the Earnest Money is
a fair estimate of those damages which has been agreed to in an
effort to cause the amount of said damages to be certain.  In the
event of Purchaser's default or a termination of this Agreement and
notwithstanding anything in this Section 6.1 to the contrary, and
in the event Purchaser or any party related to or affiliated with
Purchaser is asserting any claims or right to the Property that
would otherwise delay or prevent Seller from having clear,
indefeasible and marketable title to the Property, Seller shall
have all remedies available at law or in equity.

     6.2  Purchaser's Remedies. In the event Seller fails to
perform its obligations pursuant to this Agreement for any reason
except the failure by Purchaser to perform hereunder, Purchaser
shall elect, as its sole and exclusive remedy, either to (a)
terminate this Agreement by giving Seller timely written notice of
such election prior to or at ' Closing; and upon delivery of the
Purchaser's Information recover the Earnest Money in accordance
with Section 6.4, or (b) enforce specific performance of this
Agreement.  Notwithstanding anything herein to the contrary,
Purchaser shall be deemed to have elected to terminate this
Agreement if Purchaser fails to deliver to Seller written notice of
its intent to file a claim or assert a cause of action for specific
performance against Seller on or before thirty (30) days following
the Closing Date or having given such notice fails to file a
lawsuit asserting said claim or cause of action in a court of
competent jurisdiction in Davidson County, Tennessee, within ninety
(90) days following the Closing Date.

     6.3  Attorneys' Fees.  In the event either party hereto is
required to employ an attorney because any litigation arises out of
this Agreement between the parties hereto, the nonprevailing party
shall pay the prevailing party all reasonable fees and expenses,
including attorneys' fees and expenses, incurred in connection with
such litigation.

     6.4  Disposition of Earnest Money.  In the event of a
termination of this Agreement by either Seller or Purchaser, Title
Company is authorized to deliver the Earnest Money to the party
hereto entitled to same pursuant to the terms hereof on or before
the fifth (5th) business day following receipt of written notice of
such termination by the Title Company and non-terminating party
from the terminating party, unless the non-terminating party
notifies the Title Company that it disputes the right of the
terminating party to receive the Earnest Money.  In such event, the
Title Company shall have the right to interplead the Earnest Money
into a court of competent jurisdiction in Davidson County,
Tennessee.  All attorneys' fees and costs and Title Company's costs
and expenses incurred in connection with such interpleader shall be
assessed against the party that is not awarded the Earnest Money or
if the Earnest Money is distributed in part to both parties, then
in the inverse proportion of such distribution.  Notwithstanding
the foregoing, in the event this Agreement is terminated and
Purchaser is entitled to receive the Earnest Money, Title Company
is not authorized to deliver the Earnest Money to Purchaser unless
and until Purchaser deposits with Title Company, Purchaser's
written certification, addressed to Seller and Title Company, that
Purchaser has delivered to Seller the Purchaser's Information
together with a waiver of any and all of Purchaser's claims against
Seller in connection with this Agreement.

                               VII.
                             CLOSING

     7.1  Closing Date. The Closing shall be held in the offices of
the Title Company (or such other location as may be mutually agreed
upon by Seller and Purchaser) at 10:00 a.m. on December 10, 1996 or
such earlier or later date as Seller and Purchaser shall mutually
agree in writing ("Closing Date").

     7.2  Closing Matters.

(a)  At Closing, Seller shall:

          (i)  cause the Title Company to modify (by interlineation
     or otherwise) the Commitment to reflect the Permitted
     Exceptions, thereby indicating the commitment of the Title
     Company to issue to Purchaser the Title Policy;

          (ii) To the extent available and in Seller's possession
     or control, deliver originals of the Leases and all Contracts
     affecting the Real Property either at Closing or by making
     same available at the Property;

          (iii)     Deliver possession of the Property, subject to
     the Permitted Exceptions and the rights of parties in
     possession;

          (iv) To the extent available and in Seller's possession,
     deliver copies of all necessary permits issued by appropriate
     governmental authorities and utility companies relating to the
     Property;

          (v)  Execute, acknowledge and deliver a special warranty
     deed ("Deed") in the form attached hereto as Exhibit "B",
     conveying the Real Property;

          (vi) Execute, acknowledge and deliver a bill of sale,
     assignment and assumption ("Bill of Sale") in the form
     attached hereto as Exhibit "C", conveying without warranty the
     Personalty and assigning Seller's interest in the Leases,
     Intangible Property, Security Deposits and the Contracts;

          (vii)     Deliver evidence of its authority to execute
     the Deed and the Bill of Sale;

          (viii)    Deliver a non-foreign entity certification in
     the form attached hereto as Exhibit "D", certifying, in
     compliance with Section 1445 of the Internal Revenue Code of
     1986, as amended, and the regulations promulgated thereunder
     that Seller is not a "foreign person";

          (ix) Deliver an affidavit or certificate reasonably
     requested by the Title Company in connection with its issuance
     of the Title Policy;

          (x)  Deliver a form notice letter in the form attached
     hereto as "Exhibit E", to be delivered to each Tenant
     acknowledging that Seller has conveyed its interest in the
     Leases and the Security Deposits to Purchaser ("Tenant Notice
     Letters"); and

          (xi) Deliver such other documents as may be reasonably
     requested by Purchaser or Title Company, including transfer
     tax affidavits and evidence of authority to sell the Property
     in accordance with this Agreement.

(b)  At Closing, Purchaser shall:

          (i)  Deliver the Purchase Price to the Title Company (all
     monies Purchaser is required to deliver shall be wired to the
     account designated by Title Company and available for
     disbursement by wire transfer to Seller no later than 1:00
     p.m., Dallas, Texas time, on the Closing Date) or to Seller as
     provided in Section 2.1;

          (ii) Execute and deliver such documents as may be
     reasonably required by Seller or Title Company, including but
     not limited to, a certified copy of a resolution of the Board
     of Directors of Purchaser (if a corporation) authorizing
     Purchaser to consummate the purchase of the Property and to
     issue the Shares in accordance with this Agreement and
     designating those persons authorized to execute and deliver
     all necessary documents at Closing;

          (iii)     Deliver (A) Certificates of Good Standing and
     Corporate Existence, and (B) copies of any and all of the
     documents evidencing the corporate structure of Purchaser
     which Seller reasonably may request;

          (iv) Execute and deliver the Bill of Sale, assuming the
     obligations under the Leases and the Contracts from and after
     Closing and the obligation, whether arising before or after
     Closing, relating to the physical or environmental condition
     of the Property;

          (v)  Execute and deliver the Tenant Notice Letters to
     each Tenant acknowledging that Purchaser has received and is
     responsible for the Security Deposits; and

(c)  At Closing, Purchaser and Seller shall execute and deliver a
     Closing Statement setting forth the Purchase Price and all
     prorations, adjustments and credits thereto and, if necessary,
     a post-closing agreement with respect to any adjustments based
     on estimates that are to be re-adjusted after Closing.

(d)  At Closing, the following items shall be prorated as of the
     Closing Date with all items of income and expense for the
     Property being borne by Purchaser for the Closing Date: rents;
     fees and assessments; prepaid expenses and obligations under
     Contracts; accrued expenses; and real and personal and other
     ad valorem taxes ("Ad Valorem Taxes") for the year of Closing.

          (i)  If the Ad Valorem Taxes for the year of Closing are
     not known or. cannot be reasonably estimated, taxes shall be
     adjusted based on taxes for the year prior to Closing.  After
     the Ad Valorem Taxes for the year of Closing are known,
     adjustments, if needed, will be made between the parties.  Any
     additional Ad Valorem Taxes relating to the year of Closing or
     prior years arising out of a change in the use of the Real
     Property or a change in ownership shall be paid by Purchaser'
     when assessed.  The provisions of this Section 7.2(d)(i) shall
     survive Closing.

          (ii) Purchaser shall take all steps necessary to
     effectuate the transfer of all utilities to its name as of the
     Closing Date, and where necessary, post deposits with the
     utility companies.  Purchaser shall further ensure that all
     utility meters are read as of the Closing Date.  Seller shall
     pay all utilities up to and including the Closing Date and all
     utilities thereafter shall be paid for by Purchaser.  Seller
     shall be entitled to recover any and all deposits held by any
     utility company as of the date of Closing.  To the extent
     Purchaser fails to provide, where required, deposits to any
     such utility company(s) so as to prevent the timely release of
     Seller's deposit(s) by the utility company(s) on the Closing
     Date, the amount of such deposit(s) shall be credited to
     Seller and the Purchase Price shall be adjusted accordingly. 
     In such event, the deposit(s) will be assigned to Purchaser
     who shall have rights to have the deposit(s) released to it
     upon satisfaction of the conditions imposed by the utility
     company.

          (iii)     Seller shall at Closing pay to the Purchaser,
     in cash, the amount of any rents paid to the Seller by the
     Tenants, for the Closing Date and periods subsequent to the
     Closing Date.  No proration shall be made for rents delinquent
     as of the Closing Date (hereinafter called the "Delinquent
     Rents").  All rentals collected on or after the Closing Date
     shall be allocated first to the most recent month for which
     rental is due by the Tenant and then to Delinquent Rents.  Any
     Delinquent Rents collected by Purchaser after Closing in
     accordance with the foregoing allocation shall be forthwith
     paid by Purchaser to Seller.  Once any Delinquent Rents are in
     excess of ninety (90) days past due, all rights to pursue
     collection of such amounts shall vest solely in Seller,
     provided, however, that Seller shall not be entitled to pursue
     eviction proceedings in connection with any such legal action. 
     Seller shall retain the Security Deposits and the amount
     thereof as reflected on the Rent Roll shall be credited to the
     Purchase Price.

(e)  Purchaser agrees to: (i) assume and perform all of the
     covenants of Seller and Seller's predecessor in title pursuant
     to the Leases and Contracts, which are performable subsequent
     to the Closing Date and all obligations, whether arising
     before or after the Closing Date relating to the physical or
     environmental condition of the Property; (ii) deliver the
     Tenant Notice Letters to the Tenants; (iii) on or before ten
     (10) days following the Closing Date, deliver to Seller a
     certification to the effect that the Tenant Notice Utters have
     been delivered to all of the Tenants; and (iv) correct on
     behalf of Seller all rents and other charges which become due
     prior to the Closing Date pursuant to the Leases but which
     Seller has not collected as of the Closing Date and deliver
     such sums collected to Seller promptly thereafter.  Purchaser
     indemnifies and holds Seller harmless from and against any and
     all claims, costs and expenses (including reasonable
     attorneys' fees) asserted against or incurred by Seller and
     arising out of the failure of Purchaser to perform its
     obligations pursuant to this Section 7.2(e). Notwithstanding
     any provision of this Agreement to the contrary but subject to
     Section 7.2(d)(iii), Seller shall be entitled to attempt to
     collect all rents and other charges which became due prior to
     the Closing Date from any of the Tenants.  The provisions of
     this Section 7.2(e) shall survive the Closing.

(f)  The agreements set forth in subparagraphs (d) and (e) of this
     Section 7.2 shall survive the Closing and be enforceable until
     fully performed.

     7.3  Closing Costs.  Any escrow fee charged by the Title
Company shall be paid 50% by Seller and 50% by Purchaser.  Seller
shall pay all costs for the Commitment, Survey and the Title policy
(except for any endorsements or deletions or amendments thereto or
any Title Company inspection fees or mortgagee title policy costs,
which shall be at the cost and expense of Purchaser).  Purchaser
shall pay the fee for the recording of the Deed, any documentary
stamp taxes, deed taxes, transfer taxes, intangible taxes, mortgage
taxes or other similar taxes, fees or assessments, and all other
closing costs of any nature and costs of any inspections or tests
it authorizes or conducts.  Except as otherwise provided in
Sections 6.3 and 6.4, each party shall be responsible for the
payment of its own attorneys' fees incurred in connection with the
transaction that is the subject of this Agreement.  Purchaser shall
pay for the costs of recertifying or modifying the Survey (beyond
the survey to be provided by Seller pursuant to Section 4.1), its
inspections and all other costs and expenses incurred by it in
connection with the acquisition of the Property and all other costs
not allocated to Seller pursuant to this Agreement.

     7.4  Real Estate Commissions.  Seller agrees to pay to
Stonemoss Capital Corp. C.B. Commercial and Edwin B. Raskin
Companies ("Brokers") a real estate commission at Closing (but only
in the event of Closing in strict accordance with this Agreement)
pursuant to separate agreements, but in no event will the
cumulative amount of such real estate commissions exceed 1% of the
Purchase Price.  Other than as stated in the first sentence of this
Section 7.4, Seller and Purchaser each represents and warrants to
the other that no real estate brokerage commission is payable to
any person or entity in connection with the transaction
contemplated hereby, and each agrees to and does hereby indemnify
and hold the other harmless against the payment of any commission
to any person or entity claiming by, through or under Seller or
Purchaser, as applicable.  This indemnification shall extend to any
and all claims, liabilities, costs and expenses (including
reasonable attorneys' fees and litigation costs) arising as a
result of such claims and shall survive the Closing.  Brokers shall
not be entitled to any monies or other recovery realized by Seller
arising out of Purchaser's default or by reason of Seller's
default.  Brokers shall not be entitled to any commission if
Purchaser or Seller elect to terminate this Agreement.  This
Section 7.4 shall expressly survive any Closing or any termination
of this Agreement.

                              VIII.
                           CONDEMNATION

     8.1  Condemnation.  If, prior to Closing, any governmental
authority or other entity having condemnation authority shall
institute an eminent domain proceeding or take any steps
preliminary thereto (including the giving of any direct or indirect
notice of intent to institute such proceedings) with regard to the
Real Property, Seller shall give prompt notice of same to
Purchaser.  If such proceedings are not dismissed on or before ten
(10) days prior to Closing, Purchaser shall be entitled, as its
sole and exclusive remedy, to terminate this Agreement upon written
notice to Seller (a) within ten (10) days following notice by
Seller to Purchaser of such condemnation or (b) on the Closing
Date, whichever occurs first.  In the event Purchaser does not
terminate this Agreement pursuant to the preceding sentence,
Purchaser shall be conclusively deemed to have elected to accept
such condemnation and waives any right to terminate this Agreement
as a result thereof Notwithstanding anything to the contrary
herein, if any eminent domain proceeding is instituted (or notice
of which shall be given) solely for the taking of any subsurface
rights for utility easements or for any right-of-way easement, and
the surface may, after such taking, be used in substantially the
same manner as though such rights had not been taken, Purchaser
shall not be entitled to terminate this Agreement as to any part of
the Real Property, but any award resulting therefrom shall be
assigned to Purchaser at Closing and shall be the exclusive
property of Purchaser upon Closing.  In the event Purchaser elects
to terminate this Agreement under this Section 8.1, the Earnest
Money shall be returned to Purchaser in accordance with Section 6.4
upon Seller's receipt of the Purchaser's Information and neither
party to this Agreement shall thereafter have any further rights or
obligations hereunder except the Termination Surviving Obligations. 
If Purchaser waives (or is deemed to have waived) the right to
terminate this Agreement as a result of such a condemnation,
despite such condemnation, Seller and Purchaser shall close this
Agreement in accordance with the terms hereof with no reduction in
the Purchase Price, and Seller shall assign to Purchaser at Closing
all of Seller's right, title and interest in and to all proceeds
resulting or to result from said condemnation.

                               IX.
                           RISK OF LOSS

     9.1  Risk of Loss.  For purposes of this Section, "Casualty"
shall mean damage to the Improvements by fire or other casualty. 
For purposes of this Section, "Material Damage" shall mean damage
to the Improvements of such nature that the cost of restoring the
same to their condition prior to the Casualty will exceed
$5,000,000.

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

          (i)  Purchaser may terminate this Agreement and neither
     party hereto shall have any further rights or obligations
     except for the Termination Surviving Obligations and the
     Earnest Money Deposit shall be returned to Purchaser in
     accordance with Section 6.4, by giving Seller written notice
     of such election at or prior to Closing, but in any event
     within ten (10) days following receipt by Purchaser of notice
     of the occurrence of any such event; or

          (ii) In the event Purchaser fails to deliver written
     notice of its election to terminate the Agreement as provided
     in Section 9.1(a)(i) then, Purchaser shall be deemed to have
     waived such termination right and to have elected to proceed
     with the Closing of the transaction as contemplated hereby
     with a reduction in the Purchase Price equal to the amount of
     the applicable insurance deductible, and concurrently with
     such Closing, Seller 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 in accordance with Section
     6.4, and neither party shall have any further obligations to
     the other except for the Termination Surviving Obligations.

(b)  Damage Other Than Material Damage. In the event of any damage
     to the Property other than Material Damage, the Closing shall
     proceed in accordance with and subject to the conditions of
     subparagraph 9(a)(ii) and Seller shall have no further
     liability with respect to such Casualty.

                                X.
                          MISCELLANEOUS

     10.1 Entire Agreement. This Agreement contains the entire
agreement of the parties hereto.  There are no other agreements,
oral or written, and this Agreement can be amended only by written
agreement signed by the parties hereto, and by reference, made a
part hereof.

     10.2 Agreement Binding on Parties.  This Agreement, and the
terms, covenants, and conditions herein contained, shall inure to
the benefit of and be binding upon the heirs, personal
representatives, successors, and assigns of each of the parties
hereto.  Purchaser may not assign its rights hereunder without the
prior written consent of Seller.

     10.3 Effective Date.  The "Effective Date" of this Agreement
shall be the date on which this Agreement has been executed by both
Seller and Purchaser.

     10.4 Notice.  Any notice, communication, request, reply or
advice (collectively, "Notice") provided for or permitted by this
Agreement to be made or accepted by either party must be in
writing.  Notice may, unless otherwise provided herein, be given or
served by (i) depositing the same in the United States mail,
postage paid, certified, and addressed to the party to be notified,
with return receipt requested, (ii) by delivering the same to such
party, or an agent of such party, in person or by commercial
courier, or (iii) by facsimile,  or (iv) by depositing the same
into custody of a nationally recognized overnight delivery service
such as Federal Express Corporation, Airborne Express, Emery or
Purolator.  Notice deposited in the mail in the manner described in
(i) above shall be effective on the third business day after such
deposit.  Notice given in any other manner shall be effective only
if and when received by the party to be notified between the hours
of 8:00 a.m. and 5:00 p.m. of any business day with delivery made
after such hours to be deemed received the following business day. 
For the purposes of notice, the addresses of the parties shall,
until changed as hereinafter provided, be as follows:



SELLER:
Nashboro Village Apartments,
L.P.
13155 Noel Road, Suite 2300
Lock Box 54
Dallas, Texas 75240
Attn: Scott R.  Fitzgerald
Telephone: (972) 934-0100
Fax: (972) 934-8333


WITH ADDITIONAL COPY TO:
David J.  Lowery, Esq.
Jones, Day, Reavis & Pogue
2001 Ross Avenue
2300 Trammell Crow Center
Dallas, Texas 75201
Telephone: (214) 220-3939
Fax: (214) 969-5100


PURCHASER:
Walden Residential Properties,
Inc.
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Lock box 45
Dallas, Texas 75240
Attn: Marshall B. Edwards
Telephone: (972) 788-0581
Fax: (972) 788-1550


WITH COPY TO:
Robin K. Minick, Esq.
Munsch Hardt Kopf Harr &
Dinan, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202


The parties hereto shall have the right from time to time to change
their respective addresses, and each shall have the right to
specify as its address any other address within the United States
of America by at least five (5) days written notice to the other
party.

     10.5 Time of the Essence.  Time is of the essence in all
things pertaining to the performance of this Agreement.

     10.6 Place of Performance.  This Agreement is made and shall
be performable in Davidson County, Nashville, Tennessee, and shall
be construed in accordance with the laws of the State of Tennessee.

     10.7 Currency.  All dollar amounts are expressed in United
States currency.

     10.8 Section Headings.  The section headings contained in this
Agreement are for convenience only and shall in no way enlarge or
limit the scope or meaning of the various and several sections
hereof.

     10.9 Obligations.  To the extent necessary to carry out the
terms and provisions hereof, the terms, conditions, obligations and
rights set forth herein shall not be deemed terminated at the time
of Closing nor will they merge into the various documents executed
and delivered at the time of Closing.

     10.10     Business Days.  In the event that any date or any
period provided for in this Agreement shall end on a Saturday,
Sunday or legal holiday, the applicable date or period shall be
extended to the first business day following such Saturday, Sunday
or legal holiday.

     10.11     Confidentiality.  In addition to the confidentiality
standards set forth in Section 3.2(b) of this Agreement, Seller and
Purchaser each expressly acknowledges and agrees that the
transactions contemplated by this Agreement and the terms,
conditions, and negotiations concerning the same shall be held in
the strictest confidence by each of them and shall not be disclosed
by either of them except to their respective legal counsel,
accountants, consultants, officers, partners, directors, and
shareholders, and except and only to the extent that such
disclosure may be necessary for their respective performances
hereunder.  Purchaser further acknowledges and agrees that, unless
and until the Closing occurs, all information obtained by Purchaser
in connection with the Property will not be disclosed by Purchaser
to any third persons without the prior written consent of Seller. 
Nothing contained in this Section 10.11 shall preclude or limit
either party from disclosing or accessing any information otherwise
deemed confidential under this Section 10.11 in connection with
that party's enforcement of its rights following a disagreement
hereunder or in response to lawful process or subpoena or other
valid or enforceable order of a court of competent jurisdiction or
as may be required by applicable securities laws or by any
applicable securities exchange, including, to the extent required
by any applicable security exchange the inclusion of a copy of this
Agreement in required filings with the Securities and Exchange
Commission.

     10.12     No Recordation.  Without the prior written consent
of Seller, there shall be no recordation of either this Agreement
or any memorandum hereof, or any affidavit pertaining hereto and
any such recordation of this Agreement or memorandum hereof, by
Purchaser without the prior written consent of Seller shall
constitute a default hereunder by Purchaser, whereupon this
Agreement shall, at the option of Seller, terminate and be of no
further force and effect.  Upon termination all Earnest Money shall
be immediately delivered to Seller, whereupon the parties shall
have no further duties or obligations one to the other except for
the Termination Surviving Obligations.

     10.13     Multiple Counterparts.  This Agreement may be
executed in multiple counterparts (each of which is to be deemed
original for all purposes).

     10.14     Severability.  If any provision of this Agreement or
application to any party or circumstance shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to
any extent, the remainder of this Agreement or the application of
such provision to such person or circumstances, other than those as
to which it is so determined invalid or unenforceable, shall not be
affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.

     10.15     Limited 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 Buyer 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.


 [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]

















Dated:  ___________________


"SELLER"

NASHBORO VILLAGE APARTMENTS,
L.P.,
a Delaware limited partnership

By:  NVA, INC., a Delaware
     corporation,
     General Partner



By:  ____________________________
     Name:  _____________________
     Title: _____________________










Dated:  ___________________

"PURCHASER"

WALDEN RESIDENTIAL PROPERTIES,
INC., a Maryland corporation



By:  ____________________________
     Name: Eric A.  Calub
     Title: Vice President






                     JOINDER BY TITLE COMPANY

Lawyer's Title Insurance Company, referred to in this Agreement as
the "Title Company," hereby acknowledges that it received this
Agreement executed by Seller and Purchaser on the ___ day of
November, 1996, and accepts the obligations of the Title Company as
set forth herein.  It further acknowledges that it received the
Earnest Money on the _____ day of November, 1996.  The Title
Company hereby agrees to hold and distribute the Earnest Money in
accordance with the terms and provisions of this Agreement.  It
further acknowledges that it hereby assumes all responsibilities
for information reporting required under Section 6045(e) of the
Internal Revenue Code.

                              LAWYER'S TITLE INSURANCE COMPANY
                              
                              
                              
                              By:  ______________________________
                                   NAME:  _______________________
                                   Address:  ____________________
                                             ____________________
                              
                        JOINDER BY BROKERS

     The undersigned Brokers join herein to evidence such Brokers'
agreement to the provisions of Section 7.4 and to represent to
Seller and Purchaser that such Brokers (i) know of no other
brokers, salespersons or other parties entitled to any compensation
for brokerage services arising out of this transaction other than
those whose names appear in this Agreement, (ii) have not made any
of the representations or warranties specifically disclaimed by
Seller in Section 3.5 and (iii) is duly licensed and authorized to
do business in the State of Tennessee.  Brokers advise Purchaser
that Purchaser should be furnished with or obtain a policy of title
insurance or if an abstract covering the Property is provided. in
lieu thereof, Purchaser should have said abstract examined by an
attorney of Purchaser's own selection.






Date:  _______________________
STONEMOSS CAPITAL CORP.


By:  _________________________
     Name:  __________________
     Title: __________________
     Address: ________________
     _________________________
     _________________________
     License No.: ____________
     Tax I.D. No.: ___________





Date:  _______________________

EDWIN R.  RASKIN COMPANY


By:  _________________________
     Name:  __________________
     Title: __________________
     Address: ________________
     _________________________
     _________________________
     License No.: ____________
     Tax I.D. No.: ___________
     





Date:  _______________________
C.B. COMMERCIAL


By:  _________________________
     Name:  __________________
     Title: __________________
     Address: ________________
     _________________________
     _________________________
     License No.: ____________
     Tax I.D. No.: ___________