AGREEMENT OF SALE AND PURCHASE
                         by and between
              WALDEN RESIDENTIAL PROPERTIES, INC.,
              A MARYLAND CORPORATION, AS PURCHASER
                                
                              and
                                
                MEADOW GLEN LIMITED PARTNERSHIP,
           A WASHINGTON LIMITED PARTNERSHIP AS SELLER
                                
                                
                                
                                
                                
                                
                                
                                
                     MEADOW GLEN APARTMENTS
                  4201 WEST UNION HILLS DRIVE
               GLENDALE, MARICOPA COUNTY, ARIZONA
<PAGE>
                        TABLE OF CONTENTS


                            ARTICLE 1.SALE AND PURCHASE. . . . .1

                            ARTICLE 2.CONSIDERATION FOR CONVEYANCE2
     2.1  Consideration. . . . . . . . . . . . . . . . . . . . .2

                            ARTICLE 3.EARNEST MONEY. . . . . . .2
     3.1  Initial Deposit. . . . . . . . . . . . . . . . . . . .2
     3.2  Additional Deposit . . . . . . . . . . . . . . . . . .3

                            ARTICLE 4.TITLE POLICY . . . . . . .3
     4.1  Permitted Exceptions . . . . . . . . . . . . . . . . .3
     4.2  Title Policy . . . . . . . . . . . . . . . . . . . . .4

                            ARTICLE 5.SUBMISSION ITEMS . . . . .5
     5.1  Confidentiality. . . . . . . . . . . . . . . . . . . .5
     5.2  Information. . . . . . . . . . . . . . . . . . . . . .5

                            ARTICLE 6.INSPECTION AND AUDIT . . .5
     6.1  Inspection Period. . . . . . . . . . . . . . . . . . .5
     6.2  Condition of Subject Properties. . . . . . . . . . . .6
     6.3  Financing Assumption . . . . . . . . . . . . . . . . .7

                            ARTICLE 7.RISK OF LOSS . . . . . . .7

                            ARTICLE 8.CONDITION OF PROPERTY. . .8
     8.1  Condition of Property. . . . . . . . . . . . . . . . .8
     8.2  Purchaser's Additional Waivers . . . . . . . . . . . .9
     8.3  Management of Properties . . . . . . . . . . . . . . .9

                            ARTICLE 9.CLOSING. . . . . . . . . 10
     9.1  Closing. . . . . . . . . . . . . . . . . . . . . . . 10
     9.2  Delivery of Items At Closing By Seller . . . . . . . 10
     9.3  Delivery of Items at Closing by Purchaser. . . . . . 11
     9.4  Prorations . . . . . . . . . . . . . . . . . . . . . 11
     9.5  Errors and Omissions . . . . . . . . . . . . . . . . 13
     9.6  Costs. . . . . . . . . . . . . . . . . . . . . . . . 13

                           ARTICLE 10.REAL ESTATE COMMISSION . 13
     10.1 Commissions. . . . . . . . . . . . . . . . . . . . . 13
     10.2 Broker Indemnifications. . . . . . . . . . . . . . . 14

                           ARTICLE 11.REMEDIES OF DEFAULT. . . 14
     11.1 Termination Of Contract By Purchaser . . . . . . . . 14
     11.2 Purchaser's Default. . . . . . . . . . . . . . . . . 14
     11.3 Seller's Default . . . . . . . . . . . . . . . . . . 14

                           ARTICLE 12.MISCELLANEOUS. . . . . . 15
     12.1 Notices. . . . . . . . . . . . . . . . . . . . . . . 15
     12.2 Effective Date . . . . . . . . . . . . . . . . . . . 16
     12.3 Assignment . . . . . . . . . . . . . . . . . . . . . 16
     12.4 Laws . . . . . . . . . . . . . . . . . . . . . . . . 17
     12.5 Modification . . . . . . . . . . . . . . . . . . . . 17
     12.6 Authority. . . . . . . . . . . . . . . . . . . . . . 17
     12.7 Times And Dates. . . . . . . . . . . . . . . . . . . 17
     12.8 Descriptive Headings . . . . . . . . . . . . . . . . 17
     12.9 Entire Contract. . . . . . . . . . . . . . . . . . . 17
     12.10     Construction. . . . . . . . . . . . . . . . . . 17
     12.11     Non-recordable. . . . . . . . . . . . . . . . . 17
     12.12     Third-Party Beneficiary . . . . . . . . . . . . 18
     12.13     Relationship. . . . . . . . . . . . . . . . . . 18
     12.14     Contemplation of Closing. . . . . . . . . . . . 18
     12.15     Return of Documents . . . . . . . . . . . . . . 18
     12.16     Effect of Holiday . . . . . . . . . . . . . . . 18

                  AGREEMENT OF SALE AND PURCHASE


     This Agreement of sale and Purchase (this "Contract") is
entered into by and between MEADOW GLEN LIMITED PARTNERSHIP, a
Washington limited partnership, ("Seller"), and WALDEN RESIDENTIAL
PROPERTIES, INC., a corporation ("Purchaser").

                           ARTICLE 1.

                        SALE AND PURCHASE

     1.1  Sale and Purchase. Subject to the terms and provisions
hereof, Seller agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller:

          1.1.1          All right, title and interest of Seller in
     and to the real property described on Exhibit "A" attached
     hereto and made a part hereof, together with all right, title
     and interest of Seller in and to any and all strips or gores,
     roads, easements, streets and ways bounding such real
     property, and rights of ingress and egress thereto
     (collectively, the "Real Property");

          1.1.2          All right, title and interest of Seller in
     and to all improvements situated upon the Real Property,
     including, but not by way of limitation, those certain
     buildings, structures, fixtures and other improvements of
     every kind and nature presently situated on, in, under or
     hereafter erected, installed or used in, or about the Real
     Property and commonly known as the Meadow Glen Apartments,
     4201 West Union Hills Drive, Glendale, Arizona (collectively,
     the "Improvements");

          1.1.3          All right, title and interest of Seller in
     and to all personal property of every kind and nature now or
     hereafter installed, located, situated or used in the
     operation, use and enjoyment of the Real Property or the
     Improvements (collectively, the "Personal Property") with the
     exception of all replacement reserve accounts which will
     remain the property of the Seller and must be replaced at
     closing by the Purchaser.

     The Real Property, Improvements and Personal Property are
hereinafter collectively referred to as the "Subject Properties".










                            ARTICLE 2.

                   CONSIDERATION FOR CONVEYANCE

     2.1  Consideration.  The purchase price for the Subject
Properties is and shall be the sum of TWELVE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($12,500,000.00) (the "Purchase Price"), which
shall be due and payable in cash by wire transfer of immediately
available federal funds at the closing of title and delivery of the
deed (the "Closing"), and by Purchaser assuming the existing
Bond/HUD financing in the approximate amount of SEVEN MILLION ONE
HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($7,185,000.00) (to be
adjusted at closing).  Purchaser will pay all costs evidenced by an
agreement to be signed at the date of closing.  Also, Purchaser
shall pay Seller at the date of closing an amount equal to all
funds held in a replacement/repair reserve escrow account in
connection with such Bond/HUD financing.  The amount of such
account is approximately $160,000.00.  Seller shall assign to
Purchaser at the date of closing all of Seller's right, title and
interest in connection with such account.  Purchaser acknowledges
that as a requirement of the Bond/HUD financing, Seller made an
additional deposit of approximately $40,000.00, which deposit will
be refundable to Seller in the future after closing of this escrow. 
Such additional deposit shall remain the property of Seller and
shall be forwarded to Seller when such deposit is refunded.

                            ARTICLE 3.

                          EARNEST MONEY

     3.1  Initial Deposit.  Upon Purchaser's execution of this
Contract, Purchaser shall deliver to the Title Company (as defined
in Section 4.2) FOUR (4) fully executed counterparts of this
Contract, and shall simultaneously deliver to the Title Company by
wire transfer of immediately available federal funds, or cashier's
check or bank check drawn by a bank satisfactory to Seller the
amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (the "Earnest
Money").  The Title Company shall, promptly upon receipt thereof,
place the Earnest Money in an interest bearing account in an
institution approved by Seller and Purchase.  The interest thus
derived shall become part of the Earnest Money and shall be paid to
the party entitled to the Earnest Money in accordance with the
terms hereof.  If the sale contemplated by the Contract is
consummated in accordance with the terms hereof, the Earnest Money,
and all interest thereon, shall be applied to the Purchase Price to
be paid to Seller at the Closing.  Except as otherwise provided
herein, the Earnest Money shall be nonrefundable to Purchaser upon
the expiration of the Inspection Period (hereinafter defined).

     This Contract shall be of no force and effect until such time
as (i) Purchaser has complied with each of the terms of this
Section 3.1; (ii) Seller has executed this Contract; and (iii)
Seller has sent to Purchaser ONE (1) fully executed counterpart of
this Contract.

     3.2  Additional Deposit.  On or before the expiration date of
the Inspection Period, Purchaser shall deliver to the Title Company
an additional ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (sometimes
hereinafter referred to as the "Additional Earnest Money").  After
Purchaser has so delivered the Additional Earnest Money to the
Title Company, the term "Earnest Money", as used in this Contract,
shall mean the initial deposit and the Additional Earnest Money in
the aggregate amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00).
The failure of Purchaser to deliver the Additional Earnest Money,
in the amount and within the time period required hereby, shall
entitle Seller, at its sole and unfettered election, to terminate
this Contract, in which event the Earnest Money deposited by
Purchaser shall be returned to Purchaser and no party hereto shall
have any further rights or liabilities hereunder, except for
Purchaser's liability pursuant to Section 6.1 hereof.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT UPON REMOVAL OF THE
INSPECTION CONTINGENCY (Section 6.1), THE EARNEST MONEY IS AND
SHALL BE AT RISK IMMEDIATELY AND SHALL THEREAFTER BE NONREFUNDABLE
TO PURCHASER UNLESS THE SELLER DEFAULTS IN ITS OBLIGATIONS
HEREUNDER.

                           ARTICLE 4.
                                
                          TITLE POLICY

     4.1  Permitted Exceptions.  The Subject Properties are sold
and are to be conveyed subject to the following (hereinafter the
Permitted Exceptions), and also subject to Section 4.2 below:

          4.1.1          Zoning and building laws, restrictions,
     regulations and ordinance of the municipality in which the
     Real Property is located, if any.

          4.1.2          Covenant, conditions, easements and
     restrictions of record.

          4.1.3          State of facts an accurate survey or
     personal inspection would show.

          4.1.4          All notes or notices of violations of law
     or municipal ordinances, orders or requirements noted in or
     issued by the Departments of Housing and Buildings, Fire
     Labor, Health, or other Federal, State or Municipal
     Departments having jurisdiction, against or affecting the
     Subject Properties at the date of the Closing.

          4.1.5          Any and all assessments becoming liens
     subsequent to the Effective Date hereof and, in addition, if
     at the Effective Date hereof the Subject Properties or any
     part thereof shall be or shall have been affected by any
     assessment or assessments which are payable in installments or
     may be paid in installments without penalty (other than
     interest), Purchaser shall pay all such installments which
     shall become due and payable or which may be paid without
     penalty (other than interest) after the Effective Date hereof,
     except that any installment relating to the current fiscal
     year (with any interest thereon) shall be apportioned between
     the parties at Closing.

          4.1.6          All liens for real estate taxes on the
     Subject Properties for the year 1996 which are not yet due and
     payable on the date of Closing.

          4.1.7          Those matters determined to be "Permitted
     Exceptions pursuant to Section 4.2 hereof.

     4.2  Title Policy.  Purchaser shall receive from Seller a
commitment for the issuance of an Owner's Policy of Title Insurance
(the "Title Commitment") issued by First American Title Company
(the "Title Company"), together with copies of all documents
constituting exceptions to Seller's title as reflected in the Title
Commitment.  Purchaser shall have until on or before the expiration
of the Inspection Period (hereinafter defined) to review the Title
Commitment and the documents referred to therein and to deliver to
Seller in writing such objections as Purchaser may have to anything
contained or set forth in the Title Commitment.  Any item to which
Purchaser does not object prior to the expiration of the Inspection
Period shall be deemed to be a "Permitted Exception" (herein so
called).  As to items to which Purchaser make objections, Seller
may elect, in its sole discretion, to cure such objections.  In the
event Seller elects not to cure such matters prior to the Closing,
Seller will notify Purchaser of such election and Purchaser shall
have the right, within FIVE (5) days after Seller's notice, to
either (i) terminate the Contract, in which event it shall receive
a full refund of the Earnest Money, and no party hereto shall have
any further rights hereunder except for Purchaser's liability
pursuant to Article 6 hereof, or (ii) waive such title matters,
without any reduction in the Purchase Price, and proceed to the
Closing, whereupon such waived title matters shall also be deemed
"Permitted Exceptions".

          In the event Seller elects to cure such objections and
Seller is unable to cure same by the Closing, then Seller may
unilaterally extend the Closing for a period of time thereafter in
order to cure same, but in no event shall the Closing be extended
for more than THIRTY (30) days after the originally scheduled date
(as same shall be amended pursuant to the terms of this Contract). 
If cure is unable to be effected within such extended sixty-day
period, then this contract shall terminate and the Earnest Money
shall be returned to Purchaser and neither party shall have any
further liability to the other except under Article 5 below.

                           ARTICLE 5.
                                
                        SUBMISSION ITEMS

     5.1  Confidentiality.  All of the submission items and any
other reports, documents or information given by Seller to
Purchaser in connection herewith shall be returned to Seller or
kept in confidence by Purchaser.

     5.2  Information.  As an essential inducement to Seller to
sell the Subject Properties to Purchaser on the favorable terms and
conditions set forth in this Contract, Purchaser acknowledges and
agrees that: (i) all documents, materials, reports, studies and
other information delivered or disclosed to Purchaser by Seller
(the "Information") are being provided to Purchaser for
informational purposes only and only as an accommodation to
Purchaser; (ii) Seller had not made, is not making, and will not
make any representation, warranty or promise of any kind, express
or implied, concerning the accuracy or completeness of all or any
part of the Information; and (iii) any inaccuracy, incompleteness,
or deficiency in any part of the Information shall be solely the
risk and responsibility of Purchaser, shall not be chargeable in
any respect to Seller, and shall not form the basis of any claims
by Purchaser against Seller, its employees, agents, or assigns such
claims being expressly waived and relinquished by Purchaser.

                           ARTICLE 6.
                                
                      INSPECTION AND AUDIT

     6.1  Inspection Period.  Purchaser shall have THIRTY (30) days
after the Effective Date (the "Inspection Period") within which to
make all audits, inspections or investigations desired by
Purchaser, subject to Seller's requirements as hereinafter set
forth.  Purchaser and Purchaser's accountants, attorneys or other
representatives(s) (which shall not exceed FOUR (4) persons at any
one time, including Purchaser and its representatives, each of
which persons must be accompanied by an authorized employee or
representative of Manager or Seller) shall have the right, during
regular business hours and with reasonable notice, to:

          6.1.1          Interview the Manager regarding the
     management or operation of the Subject Properties and to
     inspect the Leases and books an records of the Subject
     Properties that are in the Manager's possession;

          6.1.2          Inspect the books, records, maintenance
     and service contracts, and files relating to the condition or
     operation of the Subject Properties that are in the possession
     or control of Seller;

          6.1.3          And subject to the rights of tenants
     occupying space in the Improvements, at its sole risk and
     expense, Seller recommends that the Purchaser inspect the Real
     Property and Improvements and make tests, surveys and
     inspections, including, without limitation, soil tests,
     topographical surveys, systems and materials, plumbing and
     electrical inspections, structural and foundation surveys,
     concrete tests, roof, stairwell and deck inspections,
     equipment inspections pestilence and environmental
     inspections.  Purchaser shall exercise (and cause its agents
     and employees to exercise) due care and ordinary prudence in
     performing such surveys, inspections and tests and shall not
     exercise such right in a manner that interferes with the
     operation of the Subject Properties.  If the transactions
     contemplated hereby are not consummated, Purchaser, at its own
     cost and expense, promptly shall repair any damage to the
     Subject Properties resulting from such surveys, test or
     inspections.  Purchaser shall indemnify, defend, save and hold
     harmless Seller from and against any and all claims, liens
     (including, without limitation, mechanic's and materialman's
     liens), actions, suits, proceedings, costs, expenses, damages
     or other liabilities, including, without limitation,
     attorney's fees and court costs, all as incurred, arising out
     of the rights granted to Purchaser pursuant to the terms of
     this Inspection Period.  Purchaser, its contractors and
     representatives shall keep confidential any and all
     information, documents and reports obtained or prepared by
     them relating to the Subject Properties in accordance with the
     terms and conditions of the Confidentiality Agreement.  At
     Seller's request, Purchaser shall furnish to Seller copies of
     all studies, test and surveys undertaken and completed in
     connection with such inspections.

          The terms of this Section 6.1 shall survive the Closing
or the termination of this Contract.

     6.2  Condition of Subject Properties.  In the event that
Purchaser, during the Inspection Period, approves of the condition
of the Subject Properties or the Submission Items, in its sole and
absolute discretion, Purchaser shall unequivocally notify Seller in
writing of such approval prior to the expiration of the Inspection
Period ("Notice of Inspections Approval").  If no such Notice of
Inspections Approval has been delivered to Seller prior to the
expiration of the Inspection Period, then this Agreement shall
terminate, Purchaser shall be entitled to a return of the Earnest
Money, and no party hereto shall have, any further obligations
hereunder except Purchaser's liabilities under Section 6.1 hereof. 
If Purchaser delivers to Seller the Notice of Inspections Approval
prior to the expiration of the Inspection Period, then Purchaser
shall be deemed to have waived Purchaser's right to terminate under
this Section 6.2 and may not thereafter terminate this Contract by
reason of the condition of the Subject properties and Submission
Items; provided, however, that Purchaser may nonetheless terminate
under the terms of this Section 6.2 if Seller fails to cure the
matters for which it is required to cure under the terms of Section
4.2 hereof.

     6.3  Financing Assumption.  Purchaser shall assume the
existing Bond/HUD financing in the approximate amount of SEVEN
MILLION ONE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($7,185,000.00).
Purchaser shall pay all assumption fees as required by Lender.

          The Purchaser may terminate this transaction and receive
a refund of its Earnest Money deposit if the Lender requires
material changes (over FIVE THOUSAND DOLLARS ($5,000.00) PER YEAR
in additional costs to Purchaser, exclusive of reserve
requirements, assumption fees and closing costs) in the primary
financial terms of the loan being assumed.

          Further, this Purchase and Sale Contract is expressly
conditioned upon preliminary approval by HUD of the transactions
set forth in Form HUD 92266, application for Transfer of Physical
Assets, and supporting documents submitted to HUD.  No transfer of
any interest in the project under this sale agreement shall be
effective prior to such HUD approval.  Purchaser will not take
possession of the project nor assume benefits of project ownership
prior to such approval by HUD.  The Purchaser, its heirs,
executors, administrators or assigns, shall have no right upon any
breach by Seller hereunder to seek damages, directly or indirectly,
from the project which is the subject of this transaction,
including from any assets, rents, issues or profits thereof, and
Purchaser shall have no right to effect a lien upon this project or
the assets, rents, issues, or profits thereof.

                           ARTICLE 7.
                                
                          RISK OF LOSS

     In the event of any material loss, damage or taking of the
Subject Properties, prior to the Close of Escrow, Seller shall give
Purchaser written notice thereof within TWO (2) business days.
Purchaser may then, within TEN (10) business days after Purchaser
receives such notice of such loss, damage or taking, cancel this
Contract.  In the case of either: (a) loss, damage or taking of the
Subject Properties, prior to the Close of Escrow, which is not
material; or (b) material loss, damage or taking of the Subject
Properties, prior to the Close of Escrow, where Purchaser does not
timely cancel this Contract in accordance with the first sentence
of this Section, then the parties shall proceed to consummate the
transaction contemplated hereby in accordance with this Contract
and Seller shall, at the Close of Escrow and as a condition
precedent thereto, either (i) pay to or apply against the Purchase
Price the amount of any insurance or condemnation proceeds
attributable thereto which have been received by Seller prior to
the Close of Escrow, or (ii) assign to Purchase as of the Close of
Escrow all rights or claims to such proceeds payable thereafter (in
which case there shall be no reduction in Purchase Price).  For
purposes of this Section, a loss, damage or taking shall be deemed
material if it results in the permanent loss equal to or greater
than ONE HUNDRED THOUSAND DOLLARS ($100,000.00).

                           ARTICLE 8.
                                
                     CONDITION OF PROPERTY

     8.1  Condition of Property.  It is expressly understood and
agreed that Purchaser shall accept the conveyance of the Subject
Properties in their present condition, "AS-IS, WHERE-IS", subject
to all patent and latent defects and all faults, if any, with no
representation or warranty by Seller as to their fitness,
suitability, marketability, merchantability, habitability, or
usability, including, but not limited to, (i) the quality or
condition of the Improvements and the Real Property, including,
without limitation, the water, soil and geology, (ii) the manner of
operating the Subject Properties and the expense related thereto,
and (iii) the compliance of the Subject Properties with any laws,
rules, ordinances or regulations of any governmental body; and (iv)
the nature and extent of any servitudes, rights-of-way, lease,
possession, liens, encumbrances, licenses, reservations, conditions
or otherwise.  Purchaser acknowledges that it is not relying upon
any representation, warranty, statement, or other assertion with
respect to the Subject Properties condition made by Seller, its
employees or agents and accepts the Subject Properties under the
express understanding that there are no express or implied
warranties made by Seller with respect to the condition or value of
the Subject Properties (except for limited warranties of title set
forth in any of the closing documents).  Purchaser declares that it
is experienced in the ownership and operation of properties similar
to the Subject Properties and therefore acknowledges that it will
rely solely on its own investigation and examination of the Subject
Properties, which it was qualified to make, and not on any
information provided or to be provided by Seller.  Seller makes no
representation as to any environmental matters relating to the
Subject Properties including, without limitation, soil and water
conditions or the presence or lack thereof of hazardous materials. 
The term "Hazard Materials" shall mean and include asbestos,
polychlorinated biphenyls, petroleum products and any other
hazardous or toxic materials, wastes and substances that are
defined as such in any Environmental Law.  However, Seller does
represent that, to the best of its knowledge, it has neither
generated nor stored Hazardous Materials on the Subject Properties,
other than Hazardous Materials used in the normal operation of the
Subject Properties, such as gasoline for small machinery, cleaning
solvents, paint and paint thinner and similar types of maintenance
materials.  Seller makes no representation as to the condition or
value of the Subject Properties.  Purchaser hereby waives and
releases Seller of and from any claims, actions, causes of action,
demands, rights, liabilities, obligations, damages, costs, expenses
or compensation whatsoever, direct or indirect, known or unknown,
foreseen or unforeseen, that Purchaser now has or that may arise in
the future on account of or in any way growing out of or in
connection with the economic, physical or environmental condition
of the Subject Properties, or any Environmental Law or applicable
regulation.  Purchaser acknowledges that Purchaser is assuming the
risk of such unknown and unanticipated claims and agrees that this
release applies thereon.  Purchaser expressly waives the benefits
of any statutory article or other law which provides that:

     "A general release does not extend to claims which the
     creditor does not know or suspect to exist in his favor
     at the time of executing the release, which if known by
     him must have materially affected his settlement with the
     debtor."

          The provisions of this Section 8.1 shall survive Closing
and the future transfer of any or all of the Subject Properties by
Purchaser, and are additional inducement to the Seller as part and
parcel of Seller's consideration.

     8.2  Purchaser's Additional Waivers.  Purchaser agrees that
Seller shall not be responsible or liable to Purchaser for any
construction defects, errors, omissions or on account of any other
conditions affecting the Subject Properties, as Purchaser is
purchasing the Subject Properties AS IS, WHERE IS and WITH ALL
FAULTS.  Purchaser or anyone claiming, by, through or under
Purchaser, hereby fully releases Seller, its employees, officers,
directors, partners, representatives and agents from any and all
claims that it may now have or hereafter acquire against Seller,
its employees, officers, directors, partners, representatives and
agents for any cost, loss, liability, damage, expense, demand,
action or cause of action arising from or related to any
construction defects, errors, omissions, or other conditions
affecting the Subject Properties.  Purchaser further acknowledges
and agrees that this release shall be given full force and effect,
according to each of its expressed terms and provisions, including,
but not limited to, those relating to unknown and unsuspected
claims, damages and causes of action.

     8.3  Management of Properties.  Seller agrees that it will
continue to cause the Subject Properties to be managed and operated
by Multicorp, Inc. through the Closing in a manner consistent with
the manner currently being practiced, including the maintenance of
the insurance coverage currently maintained by Seller on the
Subject Properties.  Seller makes no representations and assumes no
responsibility with respect to continued occupancy of the Real
Property and Improvements or any part thereof by any tenant or
tenants now in possession.  Prior to the Closing, Seller shall be
entitled, but not obligated, to enforce the rights under any Lease
or any tenancy by litigation in any court having jurisdiction over
landlord and tenant matters.  The removal by Seller of tenants that
are in default under their leases shall not give rise to any claim
on the part of Purchaser or affect this Contract in any manner
whatsoever.

                           ARTICLE 9.
                                
                            CLOSING

     9.1  Closing.  Closing hereunder shall take place in the
offices of the Title Company on the date which is FIFTEEN (15)
calendar days after the written waiver of the inspection
contingency and the Lender's approval of the Purchaser's assumption
of the existing Bond/HUD debt, but in any event no later than
September 15, 1996, unless mutually agreed in writing.

          9.1.1          Purchaser agrees to cooperate with Seller
     to sign any documentation required to affect a 1031 tax
     deferred exchange.  Seller shall pay all costs of such 1031
     documentation.  Completion of a 1031 exchange in favor of the
     Seller is NOT a contingency of this transaction.

     9.2  Delivery of Items At Closing By Seller.  At the Closing,
Seller shall deliver or cause to be delivered to Purchaser and
Purchaser shall accept and execute where indicated, each of the
following items (if Purchaser's execution is required by the terms
of such items):

          9.2.1          Special Warranty Deed, duly executed and
     acknowledged by Seller, and in form for recording, conveying
     title in the Real Property and Improvements to Purchaser,
     subject to the Permitted exceptions;

          9.2.2          Bill of Sale duly executed and
     acknowledged by Seller, conveying to Purchaser the Personal
     Property, without warranty, subject to the Permitted
     Exceptions;

          9.2.3          An Assignment, without recourse, duly
     executed and acknowledged by Seller, assigning to Purchaser
     all of Seller's interest in (i) the Leases and security
     deposits (that are in Seller's or Manager's possession), (ii)
     those Miscellaneous Contracts Purchaser is assuming, and (iii)
     the warranties, guaranties, and bonds applicable to the
     Subject Properties;

          9.2.4          A form letter to be addressed to each
     tenant under the Leases advising such tenant that the Subject
     Properties have been sold to Purchaser and that Purchaser has
     assumed the obligation to refund such tenant's security
     deposit in accordance with such Lease, with the exact amount
     of the deposit specified for such tenant;

          9.2.5          Copies of Miscellaneous Contracts, in
     Seller's possession, assigned to Purchaser;

          9.2.6          All keys to all locks on the Subject
     Properties in possession of Seller; and

          9.2.7          A certification executed by Seller
     containing the following:

               i)   the Seller's U.S. Taxpayer Identification
          Number;

               ii)  the business address of Seller; and

               iii) a statement that Seller is not a foreign person
          within the meaning of Sections 1445 and 7701 of the
          Internal Revenue Code ("IRC") (i.e., Seller is not a
          nonresident alien, foreign corporation, foreign
          partnership, foreign trust or foreign estate as those
          terms are defined in the IRC and applicable Income Tax
          Regulations).

     9.3  Delivery of Items at Closing by Purchaser.  At the
Closing, Purchaser shall:

          9.3.1          Deliver to Seller the Purchase Price, less
     any allowable prorations, assumptions and similar items;

          9.3.2          Deliver to Seller such evidence or
     documents as may be required by the Seller or the Title
     Company evidencing the status and capacity of Purchaser and
     the authority of the person or persons who are executing the
     various documents on behalf of Purchaser in connection with
     the acquisition of the Subject Properties; and

          9.3.3          Join Seller in the execution of the
     documents described in 9.2.3 above, which document shall
     include an assumption agreement wherein Purchaser acknowledges
     and assumes any and all of the terms, liabilities or
     obligations of Seller under Section 8.1 hereof, the Leases,
     tenants, security deposits, Miscellaneous Contracts and any
     other agreements, contracts, licenses or permits assigned to
     Purchaser by Seller and agrees to indemnify and hold Seller
     harmless from any claims and expenses (including, without
     limitation, reasonable attorney's fees), as incurred by
     Seller, in relation to such matters, items or documents
     accruing from and after the date of Closing.  Notwithstanding
     the foregoing, at Purchaser's request, Seller shall cancel any
     such service contracts (upon the notice period required under
     such contracts); and

          9.3.4          Join Seller in the execution of the
     documents described in items 9.2.2 and 9.2.4 above.

     9.4  Prorations.  At the Closing, the following items shall be
adjusted and prorated between Seller and Purchaser on a per diem
basis as of 12:01 A.M. on the day of Closing:

          9.4.1          Rents and other charges payable under the
     Leases.  For purposes hereof, all rents and other charges
     payable under the Leases for the calendar month in which the
     Closing occurs shall be prorated on the basis of sums actually
     collected by Seller prior to the Closing.  All rent
     collections prior to the Closing shall be first applied to
     arrears (for existing residents only) for prior months, with
     any balance to be applied to current monthly charges.  From
     and after Closing, all rent collections shall be first applied
     to current monthly charges, with the balance, if any, to be
     applied to arrears for prior months.  After the Closing,
     Purchaser shall have a duty and obligation to Seller to remit
     such unpaid rents and other charges to Seller when collected
     by Purchaser.  Purchaser shall use reasonable efforts to
     collect any such unpaid rents or other charges in arrears. 
     The provisions of the Section 9.4.1 shall survive the Closing.

          9.4.2          Payments under the Miscellaneous Contracts
     assumed by Purchaser on the basis of the actual payments owed
     thereunder.  If the actual payments owed under the
     Miscellaneous Contracts are not known at the Closing, the
     proration of such payments shall be made on the basis of the
     best evidence then available and thereafter adjusted when the
     actual amount of such payments are ascertainable.

          9.4.3          Real estate, ad valorem and personal
     property taxes, sewer rents and charges, and other state,
     county and municipal taxes, charges and assessments (special
     or otherwise) which may be paid in installments shall be
     prorated on the basis of the calendar year for which the same
     are levied, imposed or assessed.  Seller shall pay regular
     installments of special assessments that have become due prior
     to the Closing.  All installments of special assessments or
     portions due on or after the Closing shall be assumed and paid
     by Purchaser.

          9.4.4          Charges for water, electricity, gas and
     other utilities.  The consumption of all water, electricity,
     gas and other utilities is measured by meter, and Seller shall
     furnish a current reading of each meter at the Closing, which
     readings shall have been made either as of 12:01 a.m. on the
     day of Closing or as close to the Closing as reasonably
     possible, and in any event Seller shall be responsible for
     paying charges therefor to 12:01 a.m. on the day of Closing or
     submitting proof that such charges were previously paid.  In
     the event meter readings current as of 12:01 a.m. on the day
     of Closing are not available at Closing, then Seller shall pay
     at Closing the charges to the date of the most recent reading
     or submit proof that such charges were previously paid, and
     the parties further agree to notify the utility companies to
     read the meters as soon as possible after Closing and adjust
     and prorate such utility charges when the actual readings are
     available.

     9.5  Errors and Omissions.  Any errors and omissions in
computing apportionments at Closing shall be promptly corrected,
which obligation survives the Closing.

     9.6  Costs.

          9.6.1          Seller shall pay for the basic premium for
     a standard owner's title policy to be delivered to Purchaser
     and any other closing costs customarily paid by sellers of
     commercial real property in urban areas in the State of
     Arizona.

          9.6.2          Purchaser shall pay for the following:

9.6.2.1   Any surcharges or endorsements issued in connection with
          an owner's title policy, if any, to be issued to
          Purchaser;

9.6.2.2   The attorney's fees of Purchaser's counsel in connection
          with or relating to the transactions contemplated by this
          Contract; and

9.6.2.3   Any closing costs customarily paid by purchasers of
          commercial real property in urban areas in the State of
          Arizona.

9.6.2.4   Any fees charged by the Lenders with regard to the
          Purchaser's assumption of the Bond/HUD financing.

                          ARTICLE 10.
                                
                     REAL ESTATE COMMISSION

     10.1 Commissions.  Seller and Purchaser hereby covenant and
agree one with the other that no real estate commissions, finder's
fees or broker's fees have been or will be incurred in connection
with this Contract or the transactions contemplated hereby, except
as specified in this Section 10.1.  A Commission ("Commission")
shall be payable by Seller to Hendricks & Partners, 3001 East
Camelback Road, Suite 150, Phoenix, Arizona 85016 (Tel. 602-9551122)
at Closing if and when Closing occurs.  Purchaser and
Seller agree that the Broker herein was the sole agent to cause
inducement of this transaction. Purchaser and Broker hereby
indemnify and hold Seller harmless, from and against any claims,
causes of action or liabilities, including, without limitation,
reasonable attorney's fees and court costs, that may be incurred
with respect to any claim for other real estate commissions,
broker's fees or finder's fees relative to this Contract.  The
provisions of Section 10.1 shall survive the Closing or termination
of this Contract.  

     HENDRICKS & PARTNERS REPRESENTS SELLER IN THE TRANSACTION
CONTEMPLATED BY THIS CONTRACT AND DOES NOT REPRESENT PURCHASER.

     10.2 Broker Indemnifications.  By executing this Contract,
Broker agrees that if for any reason whatsoever (including, without
limitation, the act of default of the Purchaser or Seller hereunder
or the unavailability or uninsurability of the title to the Subject
Properties) the Closing should not occur or this Contract should be
canceled or terminated by Seller or Purchaser, then Seller shall be
released and the Broker hereby releases Seller, from any and all
liability, claim or cause of action whatsoever, and the Commission
shall not be due or payable to Broker.  The Commission, if any,
shall be the sole compensation paid to Broker.  Broker shall not be
entitled to reimbursement for any expenses or any other obligations
Broker incurs in relation to or in connections with the performance
of its services in relation to this Contract.  Upon payment of the
Commission, if any, to Broker, Seller shall have no further duty or
obligation to Broker and payment of such Commission, if any, by
Seller shall release Seller as of such date from any and all claims
Broker may have against Seller relating to the Subject Properties
whether known or unknown and whether past, present or future.

                          ARTICLE 11.
                                
                      REMEDIES OF DEFAULT

     11.1 Termination Of Contract By Purchaser.  If this Contract
is terminated by Purchaser in accordance with any one or more
Sections hereof that entitle Purchaser to terminate this Contract,
then the Earnest Money shall be returned to Purchaser by the Title
Company, and no party hereto shall have any further obligations to
any other hereunder, except for Purchaser's obligations and
liabilities under Section 6.1 hereof.

     11.2 Purchaser's Default.  If Purchaser fails or refuses to
consummate the purchase of the Subject Properties for any reason
other than Seller's failure to tender performance of Seller's
obligations hereunder, or termination of the Contract pursuant to
a right granted to Purchaser hereunder to do so, then the Earnest
Money shall be paid to the Seller by the Title Company as
liquidated damages within FORTY-EIGHT (48) hours of said default. 
Such amount is agreed upon by and between Seller and Purchaser as
liquidated damages due to the difficulty and inconvenience of
ascertaining and measuring actual damages and the uncertainty
thereof; and no other damages, rights or remedies (except as
provided in Section 6.1 hereof) shall in any case by collectible,
enforceable or available to Seller, but Seller shall accept said
cash payments as Seller's total damages and relief.

     11.3 Seller's Default:  If Seller wrongfully fails or refuses
to consummate the sale of the subject properties for any reason
other than Purchaser's failure to tender performance of its
obligations, then the Earnest Money shall be refunded to Purchaser
and the Seller shall pay the sum of ONE HUNDRED THOUSAND DOLLARS
($100,000) as liquidated damages due to the difficult and
inconvenience of ascertaining and measuring actual damages and the
uncertainty thereof; and no damages, rights or remedies, including
specific performance, shall in any case be collectable, enforceable
or available to Purchaser, but Purchaser shall accept said cash
payment as Purchaser's total damages and relief.

                          ARTICLE 12.
                                
                         MISCELLANEOUS

     12.1 Notices.  All notices, demands, consents, or other
communications of any type (collectively "Notices") given by Seller
to Purchaser or by Purchaser to Seller whether required by this
Contract or in any way related to any of the transactions
contracted for herein shall be void and of no effect unless given
in accordance with the provisions of this Section 12.1.  All
notices shall be in writing and shall be delivered to the person to
whom the notice is directed, either in person or by United States
Mail, as a registered or certified item, return receipt requested. 
Notices may also be sent by facsimile transmission ("fax") or
overnight mail; provided, however, if sent by fax, such notice
shall be deemed received only on the date of written confirmed
receipt by the other party of all legible copies of all names of
the fax sent.  Notices delivered by mail or overnight mail shall be
effective when deposited in a post office or other proper
depository, as the case may be, under the care or custody of the
United States Postal Service or other carrier, as the case may be,
enclosed in a wrapper with the proper postage affixed and
addressed, if to the Seller, as follows:

                    Meadow Glen Limited Partnership
                    c/o Bruce Thayer
                    Thayer Donovan Residential
                    777 - 108th Avenue Northeast, Suite 2330
                    Bellevue, WA 98004
                    Tel:   (206) 454-7788
                    Fax:  (206) 462-9449

          with a copy to:

                    Matthew Straight, Esq.
                    10900 N.E. Fourth Street, Suite #850
                    Bellevue, WA 98004
                    Tel:   (206) 635-1197
                    Fax:  (206) 462-7114

and addressed, if to Purchaser, as follows:

                    Attn: Marshall B. Edwards, President
                    WALDEN RESIDENTIAL PROPERTIES, INC.
                    Suite 400, Lock Box 45
                    One Lincoln Centre
                    5400 LBJ Freeway
                    Dallas, Texas 75240
                    Tel:  (214) 788-0510
                    Fax: (214) 788-1550

with a copy to:

                    Robin K. Minick, Esq.
                    Kitty Henry, Esq.
                    Munsch, Hardt, Kopf, Harr & Dinan
                    4000 Fountain Place
                    1445 Ross Avenue
                    Dallas, TX   75202-2711
                    Tel:  (214) 855-7542
                    Fax: (214)   855-7584

          Any party hereto may change the address or contact for
notice specified above by giving the other party TEN (10) days
advance written notice of such change of address or contact.

     12.2 Effective Date.  This Contract may be executed in
multiple counterparts on the respective dates set forth below, each
of which shall constitute an original, but which together shall
constitute but ONE (1) Contract.  Execution by Purchaser hereof
shall constitute an offer by Purchaser to Seller to purchase the
Subject Properties for the price and on and subject to the terms
and conditions herein set forth, which offer shall automatically
terminate and be of no force or effect unless Seller shall execute
and return to Purchaser ONE (1) fully executed counterpart of this
Contract within TEN (10) business days after Seller's receipt of
the Contract.  Notwithstanding the above and Article 3 hereof, the
date of mutual execution hereof by Purchaser and Seller shall be
the effective date of this Contract (the "Effective Date").

     12.3 Assignment.  This Contract may be assigned by Purchaser;
subject to Seller's written approval of the Assignee within FIVE
(5) days of Purchaser notification.  Purchaser's right to assign or
transfer shall be contingent upon Seller's written approval upon
Purchaser providing to Seller, at least TEN (10) days prior to the
Closing, the name of the proposed assignee and any other
information that Seller may require in relation to such proposed
assignment.  Purchaser may assign this Contract to a single asset
entity controlled by Purchaser, as is required in order to assume
the existing Bond financing.

     12.4 Laws.  This Contract shall be construed and interpreted
in accordance with the laws of the State of Arizona and the
obligations of the parties hereto are and shall be performable in
the county wherein the Subject Properties are located.  Where
required for proper interpretation, words in the singular shall
include the plural; the masculine gender shall include the neuter
and feminine, and vice versa.

     12.5 Modification.  This Contract may not be modified or
amended, except by an agreement in writing signed by Seller and
Purchaser.  Seller and Purchaser may waive any of the conditions
contained herein or any of the obligations of the other hereunder,
but any such waiver shall be effective only if in writing and
signed by the party waiving such conditions or obligations. 

     12.6 Authority.  Each person executing this Contract warrants
and represents that he is fully authorized to do so.

     12.7 Times And Dates.  Time is of the essence of this Contract
and all times and dates shall be in accordance with Pacific
Standard Time.

     12.8 Descriptive Headings.  The descriptive headings of the
several Articles, Sections and Paragraphs contained in the Contract
are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.

     12.9 Entire Contract.  This Contract, including the Exhibits
hereto and the Submission Items, constitutes the entire agreement
among the parties, whether written or oral, pertaining to the
subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection
therewith.  No representation, warranty, covenant, agreement of
condition not expressed in this Contract shall be binding upon the
parties hereto or shall affect or be effective to interpret, change
or restrict the provisions of this Contract unless the parties have
complied with the terms of Sections 12.5 hereof.

     12.10     Construction.  This contract shall not be construed
more strongly against any party regardless of who was more
responsible for its preparation.

     12.11     Non-recordable.  This Contract, a memorandum of this
Contract, an interest in ownership of the Subject Properties or any
other document that would constitute an exception to Seller's title
shall not be recorded and the provisions hereof shall not
constitute a lien on the Subject Properties.  Purchaser hereby
appoints Seller as Purchaser's true and lawful attorney-in-fact,
coupled with an interest, for the purpose of the execution of any
documents and doing any acts as shall be necessary to effect the
discharge of the recording of this Contract or any other exception
to the Title Commitment or any update thereof.

     12.12     Third-Party Beneficiary.  It is specifically
understood and agreed that no person or other entity shall be a
third-party beneficiary hereunder, and that none of the provisions
of this Contract shall be for the benefit of or be enforceable by
anyone other than the parties hereto, and that only the parties
hereto shall have any rights hereunder.

     12.13     Relationship.  Nothing herein shall be construed as
to constitute or establish any type of joint venture, partnership,
or any other type of legal relationship between the parties other
than the vendor-vendee relationship established hereby between
Seller and Purchaser.

     12.14     Contemplation of Closing.  If Purchaser closes the
sale contemplated herein, Purchaser shall be conclusively deemed to
have waived any breach or default by Seller of any covenant,
representation or warranty under this Contract (but not under any
of the documents executed at Closing that shall thereafter continue
to be effective in accordance with their terms).

     12.15     Return of Documents.  Upon termination of this
Contract for any reason by Purchaser or Seller, Purchaser shall
have the obligation to return all documents and copies thereof and
any other information or documentation resulting from Purchaser's
inspections, to Seller.

     12.16     Effect of Holiday.  In the event any date specified
or computed under this Contract for the performance of an
obligation by either Seller or Purchaser, of for the occurrence of
any event provided for herein, shall be a Saturday, Sunday or
"recognized holiday" (defined for purposes hereof as any holiday
observed by national banks in Seattle, Washington), then the date
for such performance or occurrence shall automatically be extended
to the next calendar day which is not a Saturday, Sunday or
recognized holiday.

<PAGE>
     EXECUTED on this 17th day of June 1996, by Purchaser.


                              WALDEN RESIDENTIAL PROPERTIES, INC.,
                              a Maryland corporation
                              
                              
                              By:  ______________________________
                                   MARSHALL B. EDWARDS
                              Its: President
                              
                              
                              EXECUTED on this 20th day of June 1996, by Seller.


                              MEADOW GLEN LIMITED PARTNERSHIP,
                              a Washington limited partnership
                              
                              
                              
                              By:  ______________________________
                                   RICHARD F. DONOVAN
                              Its: General Partner
                              
     Broker executes this Contract solely for the purpose of
confirming and agreeing to the terms of Article 9 hereof.

                              HENDRICKS & PARTNERS
                              
                              
                              By:  ______________________________
                              [Print Name] ______________________
                              Its: ______________________________