PURCHASE AND SALE AGREEMENT

                  And JOINT ESCROW INSTRUCTIONS


                          by and between

                  PACIFIC LIFE INSURANCE COMPANY

                                as

                             "Seller"

                               and

               WALDEN RESIDENTIAL PROPERTIES, INC.

                                as

                             "Buyer"

                     dated November 10, 1997

                   PURCHASE AND SALE AGREEMENT

                  And JOINT ESCROW INSTRUCTIONS

                          By and Between

                  PACIFIC LIFE INSURANCE COMPANY

                               and

               WALDEN RESIDENTIAL PROPERTIES, INC.

                        TABLE OF CONTENTS

ARTICLE I.          Definitions. . . . . . . . . . . . . . . . .1

ARTICLE II.         Agreement of Purchase and Sale . . . . . . .3

ARTICLE III.        Execution of Agreement; Conditions Prior to
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE IV.    Representations, Warranties and Covenants of Seller
and Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V.          Action on the Closing Date . . . . . . . . 19

ARTICLE VI.    Termination . . . . . . . . . . . . . . . . . . 21

ARTICLE VII.   Costs and Commissions . . . . . . . . . . . . . 22

ARTICLE VIII.  Post-Closing Cooperation. . . . . . . . . . . . 23

ARTICLE IX.    Default by Buyer. . . . . . . . . . . . . . . . 23

ARTICLE X.          Default by Seller. . . . . . . . . . . . . 24

ARTICLE XI.    Miscellaneous . . . . . . . . . . . . . . . . . 25

EXHIBITS

"A"            Legal Description
"B"            Form of Audit Letter
"C"            Rent Roll
"D"            Special Warranty Deed
"E"            [Reserved]
"E-1"               [Reserved]
"F"            Assignment of Rights, Warranties and Permits
"G"            [Reserved]
"H"            Assignment and Assumption of Lease
"I"            Bill of Sale
"J"            Transferor's Certificate of Non-Foreign Status

                   PURCHASE AND SALE AGREEMENT
                  And JOINT ESCROW INSTRUCTIONS

     This Agreement ("Agreement") is made as of this 10th day of
November, 1997, between PACIFIC LIFE INSURANCE COMPANY, a
California corporation ("Seller"), and WALDEN RESIDENTIAL
PROPERTIES, INC., a Maryland corporation ("Buyer").

                            ARTICLE I.
                           Definitions

     The terms set forth below shall have the following meanings:

     1.1  Closing: Payment of Seller's proceeds, and delivery of
the Deed in favor of Buyer, in accordance with the terms of this
Agreement.

     1.2  Closing Date: On or before December 19, 1997 [which date,
for purposes of this draft only, shall be ten (10) days following
the Review Contingency Date].

     1.3  Earnest Money Deposit (to be credited to Purchase Price):
$100,000.

     1.4  Escrow Agent:  Chicago Title Insurance Company (Dallas
Direct)
                         350 N. St. Paul Street, Suite 250
                         Dallas, Texas 75201
                         Attn:  Nancy Colaluca
                         Phone No.:     (214) 720-4000
                         Fax No.:  (214) 720-1047

     1.5  Improvements: The improvements consist of a multi-residential
(apartment) complex containing 328 rentable units in
two phases, consisting of 24 buildings, a clubhouse containing
approximately 2,383 square feet, two pools, two spas and all
related improvements.

     1.6  Leases: All leases, subleases, amendments, extensions and
assignments affecting the occupancy of the Property.

     1.7  Permitted Exceptions: (i) Nondelinquent real property
taxes and special assessments, if any; (ii) utility easements to
service the Property which do not materially interfere with its
existing use; and (iii) such title matters as Buyer shall have
approved in accordance with Section 3.6 below, and such other
matters as may appear as exceptions to title in accordance with
Section 3.6 below.

     1.8  Personal Property: All equipment, appliances, tools,
machinery, supplies and other personal property owned by Seller and
located at and used in connection with the operation of the
Property, which have not or will not become trade fixtures under
the terms of the Leases, as may be more particularly described in
the Bill of Sale attached hereto as Exhibit "I."

     1.9  Property: The Property shall collectively include the
Real Property, the Improvements, the Personal Property, if any, and
all of Seller's interest in the Leases, the Service Contracts and
the rights, warranties and permits described in Exhibit "F"
attached hereto (collectively, the "Permits").

     1.10 Purchase Price: $10,000,000.

     1.11 Real Property: That certain tract or parcel of land
described in Exhibit "A" attached hereto and by this reference made
a part hereof, consisting of 15.790 acres, more or less, together
with all easements of access or use  benefiting said land, located
at 2500 Meadow Park Circle, Bedford, Texas 76021, in the City of
Bedford, County of Tarrant, State of Texas and commonly known as
"The Woods of Bedford Apartments."

     1.12 Review Contingency Date: December 10, 1997 [which date,
for purposes of this draft only, shall be thirty (30) days
following the date of this Agreement].

     1.13 Service Contracts: All service contracts, management
agreements, listing agreements, operating contracts and other
agreements affecting the operation or use of the Property (other
than Title Matters) if any.

     1.14 Title Company: Chicago Title Insurance Company (Dallas
Direct)
                         350 N. St. Paul Street, Suite 250
                         Dallas, Texas 75201
                         Attn:  Brian A. Ficke
                         Phone No.      (214) 720-4000
                         Fax No.:  (214) 720-1047

     1.15 The following terms are defined in the Article or Section
set forth opposite such terms:

          Term                     Article or Section

          Advisors                      3.1(c)
          Amended Title Commitment      3.2
          Buyer's Broker                12.1
          Buyer's Counsel                    12.1
          Buyer's Title Notice                    3.6(a)
          Deed                          5.2(a)
          Documents and Materials            3.1(a)
          Due Diligence Information               3.1(c)
          Earnest Money Deposit              2.1
          ERISA                         4.1 (d)
          New Lease Obligations              4.2

          Term                     Article or Section

          Opening of Escrow                  3.1(a)
          Owner's Title Policy               5.2(d)
          Permits                       1.9
          Property Manager                   3.1(b)
          Rent Roll                     3.1(a)(i)
          Seller's Title Notice                   3.6(b)
          Survey                        3.2
          Tenant Notification Letters             5.2(h)
          Title Commitment                   3.2
          Title Matters                      3.6

                           ARTICLE II.
                  Agreement of Purchase and Sale

     2.1  Subject to the terms and conditions of this Agreement,
Seller agrees to sell the Property to Buyer, and Buyer agrees to
purchase the Property from Seller and to pay the Purchase Price
therefor.  Upon full execution of this Agreement, but in no event
later than two (2) business days following such execution, Buyer
shall deposit with Escrow Agent, in the form of a wire transfer of
funds, the sum of $100,000 (the "Earnest Money Deposit"), together
with a fully executed copy of this Agreement.  Any deposit made by
Buyer to Seller or Seller's representative prior to the Opening of
Escrow shall be deemed to constitute part of the Earnest Money
Deposit and shall be delivered to Escrow Agent by Seller or its
representative promptly upon the Opening of Escrow, as defined
herein.  Upon the Review Contingency Date, in the event Buyer has
not elected to terminate this transaction in accordance with the
terms of Article III of this Agreement, the Earnest Money Deposit
shall thereupon be non-refundable to Buyer as set forth herein,
unless refunded to Buyer as otherwise expressly provided in this
Agreement.  Buyer shall be solely responsible for delivering, at
Buyer's option, written instructions to the Escrow Agent concerning
the investment of the Earnest Money Deposit or any portion thereof
which is held by Escrow Agent, in accordance with the customs and
practices of Escrow Agent.  At the close of this transaction, the
Earnest Money Deposit shall be credited against the Purchase Price
and disbursed to Seller along with the balance of the Purchase
Price.

     2.2  On the day of Closing, and in no event later than
required to permit the timely Closing of this Agreement and receipt
of the Purchase Price by Seller's New York bank (following such
prorations and adjustments as are set forth herein) by the close of
business on the Closing Date, Buyer shall cause such balance of the
Purchase Price to be delivered directly to the Escrow Agent for the
account of Seller, by wire transfer in immediately available funds,
less any credits due to Buyer, plus all sums necessary to pay
Buyer's prorations in connection with this transaction.  On or
before Closing, Seller shall provide Escrow Agent with written
wiring instructions identifying the financial institution and the
name and number of the account to which Seller's proceeds shall be
transferred and credited prior to the close of business of such
financial institution on the Closing Date.

     2.3  The Closing shall be held at 9:00 a.m., local time, on
the Closing Date at the office of Escrow Agent, or at such other
time or such other place as may be mutually agreed upon in writing
by the parties.

                           ARTICLE III.
     Execution of Agreement; Conditions Prior to Closing Date

     3.1  (a)  Upon full execution of this Agreement by Seller and
Buyer, the party last executing same shall date this Agreement in
the space provided on the facing page and on page 1 herein, and
shall deliver three (3) fully executed originals of this Agreement
to the Escrow Agent and a facsimile copy of the signature page(s)
to the other party.  Escrow Agent shall thereupon promptly execute
all three originals of this Agreement and immediately deliver one
fully executed original to Seller, and one fully executed original
to Buyer.  The date of transmittal by Escrow Agent to Buyer and
Seller of this Agreement (or a facsimile copy of the signature page
hereof), as fully executed by Seller, Buyer and Escrow Agent, shall
hereinafter be referred to as the "Opening of Escrow."

          To the extent not already furnished or made available to
Buyer prior to the Opening of Escrow, Seller shall furnish to
Buyer, within five (5) days of the Opening of Escrow, copies of the
following documents and materials ("Documents and Materials"):

     (i)  A rent roll for the Property (the "Rent Roll"), setting
forth for each tenant the tenant's name, unit number, monthly rent,
lease expiration date (if any), and security deposits actually held
by Seller or Property Manager at such time, if any.  In addition,
under separate cover, Seller shall furnish to Buyer the amount of
any prepaid rents and the period for which same have been paid and
the amount of any delinquent rents and/or any other arrearages;

     (ii) [Reserved]

     (iii)     Copies of the most recent property tax bills
received by Seller or Property manager;

     (iv) Copies of the Leases affecting the Property, along with
a copy of Seller's standard lease form(s) for the Property; and

     (v)  Seller's customary monthly management, revenue and
expense reports, prepared by Seller and based upon data furnished
to Seller by the Property Manager (including operating statements),
for that portion of 1995 and 1996 (or from the date Seller acquired
ownership of the Property, whichever is later) and for year-to-date
1997, followed by periodic updates of such items customarily
prepared by Seller or Property Manager following the Opening of
Escrow.

          In addition, Seller shall furnish to Buyer or make
available to Buyer, to the extent not already furnished or made
available to Buyer prior to the Opening of Escrow, the following
items, all of which shall be deemed to the "Documents and
Materials" within the meaning of this Agreement, to the extent such
Documents and Materials are in the actual possession of Seller or
Seller's Property Manager:

     (vi) A site plan for the Property;

     (vii)     A list of the Personal Property, if any, maintained
at the Property and necessary for the continued operation thereof,
to be transferred to Buyer at Closing pursuant to the Bill of Sale
attached hereto as Exhibit "I";

     (viii)    Copies of the certificate(s) of occupancy for the
Property, along with any certifications from architect(s) or
governmental agencies in connection with the operation of the
Improvements;

     (ix) Maintenance reports for 1996 (or from the date Seller
acquired ownership of the Property, whichever is later) and year-to-date
1997 and records of any capital improvements made to the
Property during the same period of time; and

     (x)  (a)  Copies of the most recent existing soils,
environmental and structural reports relating to the Property or
the Improvements including, without limitation, the most recent
Phase I environmental study or report relating to the Property, if
any, (and Phase II report, if any) provided such matters have been
based upon tests and/or studies performed during Seller's period of
ownership; provided, Buyer acknowledges that any such items shall
be delivered or made available without any representation or
warranty regarding the accuracy, completeness or any other aspect
of such matters.

          (b)  Buyer shall have the right to review such records
and documents relating to the ownership and operation of the
Property as Buyer may reasonably deem appropriate in connection
with its due diligence efforts.  Seller shall assist and cooperate
with Buyer as may be reasonably necessary to facilitate Buyer's
investigation, due diligence and review pursuant to this Section
3.1, including access to the files and documents containing
information pertaining to the Property which are maintained at the
office of Seller's Property Manager(s), ConAm Management
Corporation ("Property Manager") and which have been prepared
during Seller's period of ownership; provided, Buyer shall not be
entitled to examine records and documents at Seller's home office.

          (c)  All Documents and Materials supplied to or made
available to Buyer or Buyer's agents by Seller as provided in this
Section 3.1 are confidential in nature and shall not be released or
disclosed by Buyer to any other parties except as set forth in the
further provisions of this Section 3.1. All Documents and Materials
shall be delivered to Buyer without representation or warranty of
any kind from Seller.  In the event the Closing of this transaction
does not occur for any reason, then Buyer shall return promptly to
Seller all of such Documents and Materials, along with copies of
any reports, studies, analyses, test results or other environmental
documents which are: (i) prepared by or on behalf of Buyer or its
agents in the course of Buyer's due diligence investigation; or
(ii) furnished or made available by Seller to Buyer pursuant to
this Section 3.1 or other applicable section of this Agreement
(collectively, the "Due Diligence Information").  Buyer's
obligation to return Due Diligence Information to Seller shall
apply regardless of any covenants to the contrary in any contracts
or agreements with Buyer's consultant(s).  In consideration of the
Documents and Materials being made available to Buyer, it is
understood and agreed that Buyer shall treat all Due Diligence
Information confidentially, in accordance with the provisions of
this paragraph.  Seller's Documents and Materials are to be used
solely for purposes of the performance of Buyer's due diligence
hereunder and no Due Diligence Information shall be disclosed or
delivered by Buyer to any person or entity other than Buyer's
attorneys, directors, officers, employees, agents, representatives
and consultants, who must be advised of such matters for the
purpose of evaluating Buyer's acquisition of the Property
(collectively the "Advisors").  The Advisors shall be informed by
Buyer of the confidential nature of the Due Diligence Information,
shall be directed by Buyer to treat the Due Diligence Information
confidentially, and shall agree to disclose the Due Diligence
Information only to the persons and/or entities to whom Buyer is
authorized to disclose such matters pursuant to the provisions of
this Subsection.  Buyer shall not, and shall ensure that the
Advisors do not, disclose the fact that this Agreement has been
executed, or the status of any matter under this Agreement, without
Seller's prior written consent to such disclosure and approval of
the form thereof.  It is also understood and agreed by the parties
that all press releases or other public announcements on or before
the Closing Date (including, without limitation, announcements to
tenants) relating to Buyer's purchase of the Property (other than
any disclosures compelled by law, an order of a court of competent
jurisdiction or a valid subpoena, or in connection with a filing
with the United States Securities and Exchange Commission) shall be
subject to the prior written approval of the other party hereto,
which approval may be granted or withheld in the sole discretion of
such other party.  Buyer shall defend, indemnify and hold harmless
Seller from and against all claims, demands, causes of action,
liabilities, losses, damages or expenses asserted against or
incurred by Seller by reason of any unauthorized disclosure of such
information in violation of this Section 3.1.

     3.2  Seller shall deliver or cause to be delivered to Buyer,
within five (5) business days of the Opening of Escrow: (i) a Title
Commitment for a 1992 Form ALTA Standard Form Owner's Policy of
Title Insurance or equivalent thereof (hereinafter the "Title
Commitment") issued by the Title Company, in the form customarily
used by the Title Company in the State of Texas, showing title to
the Property vested in Seller and committing to issue a 1992 Form
ALTA Standard Form Owner's Policy of Title Insurance (or equivalent
thereof, subject to variations in conformance with local custom and
practice), showing title thereto (including all easement parcels
which may be appurtenant to the fee interest) vested in Buyer, with
coverage in the amount of the Purchase Price, specifying all
easements, liens, encumbrances, restrictions, conditions or
covenants of record with respect to the Property and including
legible copies of all documents referred to as exceptions to title
in the Title Commitment which are available to the Title Company,
along with copies of all documents noted therein as specifically
recorded exception to title; and (ii) the most recent available
survey of the Property, if any (the "Survey"), for the purpose of
causing the Title Company to remove and/or modify the standard
general exception(s) (including the general survey exception) from
the Owner's Title Policy described in Section 5.2(d) herein and
substituting therefor any modified general exception(s) and
specific survey exceptions disclosed by the Survey.  Within twenty
(20) days of the Opening of Escrow, Seller shall deliver or cause
to be delivered to Buyer a new or updated Survey and an updated
Title Commitment ("Amended Title Commitment") setting forth any new
or additional exceptions to title shown or disclosed by the Survey
or updated survey (if any) and deleting the customary general
exception for survey matters and other matters disclosed by an
inspection of the Property.  Notwithstanding the foregoing,
Seller's failure to cause such item(s) to be delivered to Buyer
within the time period set forth herein, despite Seller's and
Buyer's reasonable good faith efforts, shall not be deemed to be a
default by Seller hereunder.  The Survey shall be an as-built
survey, prepared by a surveyor registered in the State of Texas.

     3.3  Buyer shall have until the Review Contingency Date in
which to approve the items listed in Section 3.1. Failure to
disapprove any item listed in Section 3.1, by delivery of written
objection to Seller within the time period specified therein, shall
be deemed to constitute approval of any or all such items by Buyer.

     3.4  (a)  Buyer shall have until the Review Contingency Date
to complete, at its own expense, an inspection of the physical
condition of the Property, including verification of current zoning
of the Property, and such structural or soils tests or
environmental reports as Buyer may contract for.  Buyer shall
notify Seller in writing, no later than the close of business
(Pacific Time) on the Review Contingency Date, of its decision to
terminate this Agreement, for any reason whatsoever, in Buyer's
sole discretion, as a result of such inspections, whereupon this
Agreement shall terminate in accordance with Section 3.8 herein.
Failure to provide Seller with such written decision to terminate
under this Section 3.4 on or before the close of business (Pacific
Time) on the Review Contingency Date shall be deemed to constitute
approval by Buyer of the Property.

          (b)  Seller shall permit Buyer and its representatives
full access during normal business hours to make such inspections
and tests as Buyer deems necessary to complete its physical review
of the Property.  Such inspection shall take place upon not less
than 48 hours notice to Seller and shall take place only with a
representative of Seller present at all times and shall be subject
to the rights of tenants and/or other occupants of the Property.
Buyer shall have the right to contact such persons or entities as
Buyer may reasonably deem appropriate in connection with its due
diligence efforts and Seller shall cooperate with Buyer in
arranging interviews and meetings for Buyer with any such persons;
provided, neither Buyer nor its agents, consultants or
representatives shall contact any tenant(s) of the Property without
the prior written consent of Seller, which Seller may withhold in
its sole and absolute discretion.

          (c)  Buyer shall be responsible for obtaining copies of
any additional documentation or information concerning the Property
as Buyer may deem appropriate in connection with Buyer's due
diligence, which shall be coordinated with and obtained through the
Property Manager, with the cooperation of Seller.

          (d)  Seller shall assist and cooperate with Buyer as may
be reasonably necessary to facilitate Buyer's investigation, due
diligence and review pursuant to this Section 3.4, including
Buyer's physical inspection of the Property in order to conduct
engineering studies, soil tests and any other inspection and/or
tests that Buyer may deem necessary or advisable; provided, Buyer
shall not be entitled to perform any tests of any kind which
involve drilling, boring, excavation, groundwater testing or
similar intrusive or invasive action on or under the surface of the
Property without Seller's prior written consent following not less
than three (3) business days' written notice setting forth in
reasonable detail the nature, extent and location of such tests and
the name and contact person of the contractor selected to perform
such tests, which consent may be withheld by Seller in its sole and
absolute discretion.  Failure of Seller to affirmatively consent to
such tests or other matters within the time period set forth herein
shall constitute Seller's refusal to consent to the performance of
such tests or other matters, whereupon Buyer shall have the right
to terminate this Agreement on or before the Review Contingency
Date, in accordance with Article VI herein.  Buyer shall treat the
results of all such tests consented to by Seller as confidential
and shall not disseminate the results of such tests, in any form,
written or verbal, to any third party and shall cause its
consultants to agree in writing to do the same.  Buyer shall
deliver to Seller copies of all such reports, analyses and test
results promptly upon Buyer's receipt of same, without warranty or
representation from Buyer of any kind.

          (e)  Buyer shall indemnify, defend, protect and hold
harmless Seller from and against any and all claims, demands,
causes of action, liabilities, damages, losses or expenses
(including, without limitation, Seller's attorneys' fees) asserted
against or incurred by Seller and resulting from any act or
omission of Buyer or Buyer's agents, employees, representatives or
consultants relating to Buyer's inspection and testing pursuant to
this Section 3.4.

     3.5  If Buyer: (i) transmits its disapproval pursuant to
Section 3.3 (with the exception of Title Matters, which shall be
resolved pursuant to Section 3.6) within the time provided therein;
or (ii) disapproves the physical condition of the Property pursuant
to Section 3.4, within the time period provided therein, this
Agreement shall terminate in accordance with Section 3.8 herein.
Without limiting the application of any other provision of this
Article III, upon such disapproval, Buyer shall promptly return to
Seller hereunder all copies of the Due Diligence Information within
the time period provided in Article VI herein including, without
limitation, any other materials and/or documents furnished or made
available to Buyer in connection with its review of the Property
and a copy of any environmental reports, studies or analyses (along
with all backup data) performed in connection with Buyer's due
diligence activities hereunder.

     3.6  (a)  Buyer shall have until the earlier of:  (i) the
Review Contingency Date; or (ii) the date which is five (5) days
following its receipt of the Amended Title Commitment in which to
give Seller and Escrow Agent written notice ("Buyer's Title
Notice") of Buyer's disapproval or conditional approval of the
legal description or any matters shown in the Survey, the updated
Survey, the Amended Title Commitment, all documents referred to in
the Amended Title Commitment and all matters disclosed therein
(collectively the "Title Matters").  For purposes of this Section
3.6, recertification of the Survey, written notations of matters
shown thereon, updates necessary to date the Survey within ninety
(90) days of the Closing (or such other period as the Title Company
may require) or addition of similar ministerial matters shall not
delay the time period for delivery of Buyer's Title Notice, or the
scheduled Closing Date.  In the event the updated Survey (if any,
in accordance with Section 3.2) and Amended Title Commitment are
not received by Buyer within the time periods set forth in Section
3.2 herein, such failure shall not be deemed to be a default by
Seller hereunder; provided, however, in the event Seller is unable
to cause such item(s) to be timely delivered to Buyer for any
reason, the date for delivery of Buyer's Title Notice, as provided
in this Section 3.6, shall be extended on a day-to-day basis until
delivery of such item(s) to Buyer, to a date which is five (5) days
following Buyer's receipt of same; provided, any such extension
shall not extend the Review Contingency Date hereunder for any
other purpose in connection with Buyer's due diligence
investigation.  The failure of Buyer to timely give Buyer's Title
Notice shall be deemed to constitute Buyer's approval of the legal
description and all Title Matters.

          (b)  If Buyer timely disapproves or conditionally
approves any Title Matters, Seller may, within five (5) days after
receipt of Buyer's Title Notice, elect to eliminate some or all of
the disapproved or conditionally approved Title Matters.  In such
event, Seller shall give Buyer written notice ("Seller's Title
Notice") of those disapproved or conditionally approved Title
Matters, if any, which Seller shall attempt to cause the Title
Company to eliminate from the Owner's Title Policy as exceptions to
title to the Property.

          (c)  If Buyer approves of Seller's Title Notice within
three (3) days of receipt thereof, Seller covenants and agrees to
use reasonable efforts to cause the Title Company to eliminate from
the Owner's Title Policy, as exceptions to title to the Property,
those disapproved Title Matters set forth in Seller's Title Notice.
Failure of Buyer to deliver to Seller written disapproval of
Seller's Title Notice within such three (3) day period following
its receipt thereof shall be deemed to constitute Buyer's approval
of Seller's Title Notice.

          (d)  If: (a) Seller does not elect to eliminate any
disapproved or conditionally approved Title Matters (which election
may be based, in whole or in part, upon the cost to eliminate such
Title Matter(s), regardless of the party obligated herein to pay
such cost or the party which may otherwise agree to pay for such
cost); (b) Seller is unable, despite its reasonable efforts, to
cause the Title Company to agree to eliminate as exceptions to
title any such Title Matters which Seller shall have elected, in
Seller's Title Notice, to attempt to cause to be eliminated by the
Title Company as exceptions to title in the Owner's Title Policy
and/or Lender's Title Policy, or; (c) Buyer disapproves of Seller's
Title Notice by written notice to Seller within three (3) days of
Buyer's receipt thereof, then this condition shall be deemed to
have failed, and Buyer may, by written notice to Seller on or
before the later of:  (i) the time period for delivery to Seller of
Buyer's disapproval of Seller's Title Notice, pursuant to
subsection (c) above; or (ii) the Review Contingency Date, either:
(A) terminate this Agreement in accordance with Section 3.8 herein;
or (B) accept title in its then existing condition, which shall
constitute a waiver by Buyer of any such disapproved and uncured
Title Matters, and proceed to Closing as otherwise provided herein.

          (e)  Notwithstanding the foregoing, Seller shall either
satisfy, bond off or otherwise remove any lien evidencing a
monetary encumbrance at or before Closing (other than liens for
non-delinquent property taxes and assessments), subject to
agreement with the Title Company, in Seller's sole discretion,
regarding the requirements for removal of such item(s) as
exception(s) to title in the Owner's Title Policy.

     3.7  (a)  Seller shall notify Buyer of any damage or
destruction to the Property as soon as practicable after Seller
receives notice of such occurrence.  If, prior to Closing, all or
a material part of the Property is destroyed by fire or other
casualty or is threatened to be taken or is taken by eminent
domain, either Buyer or Seller may terminate this Agreement in
accordance with Article VI herein by written notice to the other
party within five (5) business days of the date of such occurrence.
If neither Buyer nor Seller terminates this Agreement within the
time provided, Buyer shall be deemed to have waived the destruction
or taking, and this transaction shall be completed as provided in
this Agreement, without reduction in the Purchase Price (except to
the extent of the deductible under Seller's casualty policy and any
non-insured portion of the loss but only in the event Seller does
not elect, in its discretion, to repair such damage), and Buyer
shall be entitled to receive all insurance proceeds, if any, and
eminent domain awards, if any, applicable to the destruction,
damage or taking, other than proceeds and awards constituting
reimbursement to Seller for repair or restoration work to the
Property resulting from such destruction, damage or taking, and
performed prior to Closing.

          (b)  Seller shall, at Closing and thereafter, execute and
deliver to Buyer all required proofs of loss, and assignments of
claims and awards.  The term "material part" as used in this
Section 3.7 shall be deemed damaged or destroyed within the meaning
of this Section if: (i) the cost of restoring same to its condition
prior to the fire or other casualty causing loss, in Seller's good
faith business judgment, will exceed the sum of $100,000; or (ii)
a part of the Property shall be taken or threatened to be taken by
eminent domain (which threatened taking shall be in the form of a
formal written notice from the appropriate governmental authority),
and such taking or threatened taking shall result in the
unavailability for leasing or occupancy, at market rates and on
market terms, more than five percent (5%) of the then current
rental receipts from the Property as of the date of such damage,
destruction or taking.

          (c)  Without limiting the application of the foregoing
provisions of this Section 3.7, in the event Seller elects to
terminate this Agreement in accordance herewith, following the
Review Contingency Date and prior to the Closing Date, Seller shall
reimburse Buyer for the actual amount of Buyer's out-of-pocket
costs (excluding Seller's overhead) in performing its due diligence
activities pursuant to Article III herein (including, without
limitation, Buyer's attorneys' fees incurred or paid to outside
counsel); provided, however, in no event shall Seller be obligated
to reimburse Buyer in an amount greater than $25,000.  Buyer shall
provide Seller with reasonably detailed written evidence of the
nature, amount and payee of each amount (other than nominal
amounts) incurred and/or paid by Seller, along with the aggregate
amount, and Seller shall remit such amount to Buyer, by check drawn
on the account of Seller, within thirty (30) days of receipt of
Buyer's statement of costs and backup information as described
herein.  All payments hereunder shall be made by Seller directly to
Buyer and not to any agent, representative or Advisor of Buyer, or
to any other third party.

     3.8  Should a termination occur under this Article III:  (i)
Escrow Agent shall refund to Buyer the Earnest Money Deposit (or
portion thereof), and any accrued interest thereon which was earned
while in the possession of Escrow Agent, then held by Escrow Agent;
subject to the termination provisions of Article VI herein; (ii)
Buyer and Seller shall have no further liability to each other
under this Agreement, except for any liability accruing under
Buyer's indemnification and/or confidentiality obligations to
Seller under Sections 3.1, 3.4, 4.2 and/or 7.2, which liability
shall survive the termination of this Agreement; and (iii) Buyer
shall have no right or claim to or against the Property or any
portion thereof.  Upon any such termination, the provisions of
Article VI shall apply.

                           ARTICLE IV.
  Representations, Warranties and Covenants of Seller and Buyer

     4.1  Seller covenants and agrees with Buyer that, between the
date hereof and the Closing Date:

          (a)  Seller shall:  (i) use reasonable efforts to cause
the Property to be maintained in accordance with all applicable
laws; (ii) maintain and operate the Property in the same manner as
is consistent with the operation and maintenance of the Property
during the period of Seller's ownership of the Property; (iii) keep
all insurance policies pertaining to the Property in full force and
effect; and (iv) advise Buyer of any litigation, arbitration or
administrative hearing which concerns the Property and may affect
Seller's ability to consummate the transaction contemplated hereby,
of which Seller has actual knowledge.  Without limiting the
foregoing provisions of this Subsection (a), Seller shall have no
obligation to perform any capital improvements on the Property
unless agreed upon in writing between the parties prior to the
Closing Date, in the sole discretion of each party.

          (b)  If Seller acquires knowledge of any material defect,
error or omission in any of Seller's Documents and Materials,
Seller shall promptly give Buyer notice with detailed information
of such defect, error or omission, and Buyer shall have the later
of:  (i) five (5) business days from receipt of such notice; or
(ii) five (5) business days prior to the Review Contingency Date,
to submit to Seller written objections thereto or to terminate this
Agreement in writing in accordance with the provisions of Article
VI herein.  Buyer's failure to deliver written objection to Seller
within said period shall be deemed to constitute Buyer's waiver of
the information contained in said notice and the effect thereof
upon the Property and this transaction.

          (c)  Seller shall not enter into any binding contract to
sell or convey the Property (or any portion thereof), or any right,
title or interest therein (except for:  (i) New Lease Obligations,
as defined in Section 4.2 herein; or (ii) any such contract or
agreement which shall terminate prior to the Closing) nor shall
Seller enter into any letter of intent for such sale, whether
binding or non-binding, with a third party; provided, however,
nothing herein shall prohibit Seller from accepting one or more
backup offer(s) for the sale of the Property during the time period
set forth herein.  Upon termination of this Agreement in accordance
with the terms hereof, the provisions of this Subsection (c) shall
be null and void and of no further force and effect.

          (d)  There are not, as of the date of this Agreement, and
shall not be as of the Closing, any unfunded, vested liability or
employer withdrawal liability under the Employee Retirement Income
Security Act of 1974 or the Multi-Employer Pension Plan Amendment
Act of 1980 ("ERISA") with respect to any union contracts, pension
plans, profit sharing plans and/or employee benefit plans related
to Seller and the Property.

     4.2  Prior to the Review Contingency Date, Seller shall keep
Buyer informed of any new Leases or amendments thereto, or
termination of existing Leases, promptly upon the occurrence of
same and shall, at Buyer's request, provide Buyer with a copy of
any such new Lease or amendment.  From and after the Review
Contingency Date, Seller shall not enter into any new Leases at the
Property except:  (i) on current market terms for such unit type
and size or on terms substantially similar to the terms of Leases
or modifications of Leases for such unit type and size, as
disclosed on the Rent Roll, which have been entered into within the
six (6) month period preceding the Opening of Escrow, on Seller's
current Lease form (subject to appropriate modification) in
Seller's reasonable and good faith business judgment); or (ii) on
such other terms as may have been approved by Buyer, which approval
may not be unreasonably withheld by Buyer; provided, however, in
the event Buyer does not disapprove of any such matter within three
(3) business days following Buyer's receipt from Seller of the
proposed material terms of any such new Lease or amendment thereto,
Buyer shall be deemed to have approved such new Lease or amendment
thereto and Seller shall thereupon be free to enter into any such
new Lease or amendment.  Except as set forth herein, from and after
the Review Contingency Date, Seller shall not take any action or
execute any document which would create a new interest in the
Property.  In addition, Seller shall not, following the Opening of
Escrow, enter into any Service Contract having a material impact on
the Property or its operations which shall survive the Closing or
which cannot be canceled upon thirty (30) days notice (except in
the event of an emergency and/or the inability of any service
provider to continue to discharge its duties under an existing
Service Contract), without the prior written approval of Buyer,
which shall not be unreasonably withheld.  Failure of Buyer to
respond to Seller's request for any approval under this paragraph
within three (3) business days from receipt of such request shall
be deemed to constitute Buyer's approval of same and Seller shall
be free to enter into such new Lease, or amendment to Lease or new
Service Contract during the pendency of this Agreement.  Any such
new Lease or amendment thereto entered into after the date of this
Agreement shall be deemed to be a New Lease Obligation, as defined
in the further provisions of this Section 4.2.

          Any lease transaction described herein entered into by
Seller after the date of this Agreement and prior to Closing in
accordance with this Section 4.2 shall be referred to herein as a
New Lease Obligation.  Upon Closing, Buyer shall: assume express
liability for completion of any New Lease Obligations then
outstanding.  Buyer and Seller shall each indemnify, defend,
protect and hold harmless the other from and against any and all
claims, demands, causes of action, liabilities, losses and/or
damages asserted against and/or incurred by the indemnified party
in connection with the failure by the indemnifying party to perform
its obligations pursuant to this Section 4.2. The indemnification
obligations hereunder shall survive the Closing Date or earlier
termination of this Agreement pursuant to Article IX or Article X
in the event of a default by Buyer or Seller, respectively.

     4.3  Seller shall terminate its existing management, leasing
and listing agreements and other Service Contracts affecting the
Property, and Seller shall pay all expenses of such termination.
As to any such Service Contract(s) which is terminated by Seller,
Seller agrees to indemnify, defend, protect and hold harmless Buyer
from any and all claims, demands, causes of action, liabilities,
losses and/or damages asserted against or incurred by Buyer arising
out of such termination or any events or occurrences arising
thereunder prior to the Closing Date.

     4.4  Seller represents and warrants on its own behalf, now and
as of the Closing Date, that:

          (a)  Seller has the full right, power and authority to
sell the Property to Buyer as provided herein and to carry out
Seller's obligations hereunder, and the individuals executing this
Agreement on behalf of Seller are fully authorized to do so.

          (b)  To Seller's knowledge, there are no pending claims,
suits, actions, arbitrations or regulatory, legal, or other
proceedings or investigations affecting the Property or Seller's
rights and obligations under this Agreement, other than as may be
disclosed to or discovered by Buyer prior to the Review Contingency
Date, pursuant to Section 3.1 or otherwise.  To Seller's knowledge,
there is no pending condemnation of the Property, or any part of
it.

          (c)  There are no tenant Leases currently in force or
effect for the Property and no security deposits or other sums due
tenants which are actually held by Seller or Property Manager
except as specified on the Rent Roll attached hereto as Exhibit "C"
(and as may be updated prior to the Closing to account (in part)
for the use or application of any such security deposit(s) by
Seller in accordance with the Leases) and, to Seller's knowledge,
Exhibit "C" lists all Leases and tenancies, if any, with respect to
the Property or any part thereof, as of the date hereof.

          (d)  Except as expressly set forth to the contrary in the
Rent Roll: (i) all of the information contained on the Rent Roll,
and shall be as of the delivery of the last updated Rent Roll (if
any), true, correct and complete; (ii) no tenant has any right of
first refusal or option with respect to the leasing of any portion
of the Property; (iii) to Seller's knowledge, all Leases are in
full force and effect and constitute valid and binding agreements
enforceable in accordance with their terms, subject to any
termination proceedings brought by Seller due to default by a
tenant(s), Leases which have expired or are scheduled to expire
prior to Closing in accordance with their terms, and/or applicable
laws and regulations relating to bankruptcy or insolvency; (iv) to
Seller's knowledge, and except as set forth in the Rent Roll, there
are no uncured monetary defaults on the part of any tenant under
the Leases, as of the date of preparation of the last Rent Roll (or
updated Rent Roll, if any) delivered to Buyer prior to Closing; and
(v) none of the rentals due or to become due prior to Closing under
the Leases have been assigned, encumbered or are subject to any
liens, other than the Permitted Exceptions.

          (e)  There have been no material adverse changes in the
gross rental income from the Property from that set forth in the
most recent monthly management, revenue and expense reports
furnished to Buyer in accordance with Section 3.1(a)(v) herein, to
the date of this Agreement.  Notwithstanding any contrary
provisions in this Section 4.4, the representations and warranty
contained in this Subsection shall apply only to the period of time
ending on the later of: (i) the date of this Agreement; or (ii) the
date of delivery to Buyer of the last updated monthly management,
revenue and expense report, if any, pursuant to Section 3.1(a)(v).

          (f)  To Seller's knowledge: (i) the Property and the
operation thereof is in sufficient compliance with the requirements
of all governmental agencies to permit the continued lawful
operation thereof; and (ii) Seller is not party to any agreement or
understandings with any governmental agencies affecting the
Property, other than as may be disclosed in the Title Matters or
otherwise disclosed in writing to Buyer.

          (g)  Seller has received no written notice of any uncured
violations at the Property of any applicable statute, ordinance or
regulation relating to the Property or its operation which would
have a material and adverse effect upon the Property, nor are there
presently pending against Seller or Property any judicial
proceedings, administrative or actions (including outstanding
judgments), which, if resolved adversely to Seller, would have a
material and adverse effect upon the operation of the property.

          (h)  To Seller's knowledge, during the period of Seller's
ownership of the Property, no Hazardous Materials have been used,
disposed of or generated at the Property (which use, disposal or
generation would reach actionable levels under applicable laws and
regulations), except in accordance with a validly issued permit or
in accordance with the requirements of applicable laws and
regulations, except as may otherwise be disclosed to Buyer in
writing and/or disclosed in the Documents and Materials furnished
or made available to Buyer pursuant to Article III herein.  For
purposes of this Subsection (h), "Hazardous Materials" shall
include, without limitation, substances defined as "hazardous
substances" in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C.
Section 9601 et seq.; the Hazardous Materials Transportation Act,
1949 U.S.C. Section 1801 et seq.; the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6902 et seq.; and those substances
defined in such terms in applicable laws of the State of Texas
and/or regulations adopted in the publications promulgated pursuant
to such laws.

     (i)  Seller has received no written notice of the termination
or restriction of: (i) the current access from the Property to any
currently open and public highways and/or roadways adjoining the
Property; (ii) any sewer or other utility service adjoining or
otherwise serving the Property.

     (ii) All of Seller's representations and warranties set forth
in this Section 4.4 shall be true and correct in all material
respects as of the Closing Date.

     As used in this Section 4.4 herein, Seller's "knowledge" means
the actual knowledge of John Mulvihill as the Vice President and
David Honerkamp as the Director of Asset Management of Seller,
respectively, responsible for the monitoring and limited
supervision of the Property Manager for the Property, without duty
to personally inspect the Property or to personally make any
independent investigation, subject to the further provisions of
this paragraph; provided, it is contemplated that such individuals
have reasonably discharged such monitoring and limited supervision
of the Property Manager in accordance with Seller's customary
practices concerning properties acquired for similar purposes, and
will continue to do so until the Closing Date; and, provided
further, the parties acknowledge and agree that David Honerkamp
(but not John Mulvihill) has telephone contact concerning the
operation of the Property with the Property Manager on a weekly
basis (approximately) and receives written reports from the
Property Manager on a monthly basis (approximately).

     Notwithstanding anything to the contrary contained in this
Agreement, if Buyer has actual knowledge that any representation or
warranty of Seller is not true and correct as of the Closing Date
and shall elect to acquire the Property notwithstanding such fact,
Buyer shall be deemed to have waived such specific breach of
representation and warranty and to have released Seller from all
liability or responsibility in connection therewith, and neither
Buyer nor Buyer's permitted assignees or successors shall be
entitled to commence any action or to recover damages from Seller
based upon such specific breach of a representation and warranty.

     4.5  Seller hereby specifically disclaims any warranty,
guaranty or representation, oral or written, past, present or
future, of, as to, or concerning the following matters regarding
the Property:

     (i)  the nature and condition of the Property, including, but
not limited to the water, soil and geology, and the suitability
thereof and of the Property for any and all activities and uses
which Buyer may elect to conduct thereon;

     (ii) the nature and extent of any right-of-way, possession,
lien, encumbrance, license, reservation, condition or otherwise;

     (iii)     the compliance of the Property or its operation with
any laws, ordinances or regulations of any government or other
body;

     (iv) the quality, nature, adequacy and physical condition of
the Property, including, but not limited to, the structural
elements, foundation, appurtenances, access, landscaping, parking
facilities and the electrical, mechanical, HVAC, plumbing, sewage
and utility systems, facilities and appliances;

     (v)  the existence, quality, nature, adequacy and physical
condition of utilities serving the Property;

     (vi) the zoning or other legal status of the Property or any
other public or private restrictions on the use of the Property;

     (vii)     the presence of any hazardous substances on, under
or about the Property or the adjoining or neighboring property;

     (viii)    the quality of any labor and materials used in any
Improvements on the Real Property;

     (ix) the possible right of any third party(ies) to use any
common area of the Property for community services, performances,
public interest information, school activities and similar matters,
if applicable; and

     (x)  the economics of the operation of the Property.

     In consideration of Buyer's receiving access to the Property
as set forth in Article III herein so that Buyer may conduct such
studies, costs, investigations, inspections and analyses with
respect to the Property as Buyer might desire, Buyer acknowledges
and confirms that unless Buyer elects to terminate this Agreement
as provided herein, Buyer shall accept Seller's conveyance of the
Property to Buyer in as "AS-IS" and "WHERE-IS" condition, free of
any warranty by Seller, except as otherwise expressly provided in
this Agreement, and free of any obligation by Seller to perform any
repairs or other improvement work with respect to the Property.
Buyer expressly acknowledges that, in consideration of the
agreements of Seller herein, except as otherwise specified here,
SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW, CONCERNING THE PROPERTY, INCLUDING,
BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IMPLIED IN THIS AGREEMENT,
SELLER AFFIRMS, ACKNOWLEDGES AND AGREES THAT THE FOREGOING
LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT ARE NOT INTENDED TO
ABROGATE, NULLIFY OR OVERRIDE THE EXPRESS COVENANTS, WARRANTIES AND
REPRESENTATIONS OF SELLER SET FORTH IN SECTIONS 4.1, 4.2, 4.3, AND
4.4 HEREIN AND, TO THE EXTENT THE FOREGOING DISCLAIMERS ARE DEEMED
TO BE IN CONFLICT WITH THE PROVISIONS OF EITHER OF SAID SECTIONS
4,1, 4.2, 4.3 AND 4.4, THE PROVISIONS OF SUCH SECTIONS SHALL
CONTROL.

     4.6  Buyer represents and warrants now and as of the date of
Closing that:

          (a)  If Buyer (or any permitted assignee of Buyer under
Section 1 2.2 herein) is a partnership or corporation (including,
without limitation, a limited liability company), it is duly
organized, validly existing and in good standing under the laws of
the state of its formation.

          (b)  Buyer has the full right, power and authority to
purchase the Property from Seller as provided herein and to carry
out Buyer's obligations hereunder, and the person or persons
executing this Agreement on behalf of Buyer is/are fully authorized
to do so.

          (c)  Buyer's purchase of the Property at Closing shall
constitute its certification that Buyer: (i) has inspected and is
familiar with the Property; (ii) has had the opportunity to have
prepared for Buyer's review such soils, engineering, environmental
or hazardous substance reports or such other reports or inspections
of any nature relating to the Property as Buyer deemed appropriate;
(iii) has purchased the Property on an "AS IS" and "WHERE-IS"
basis, relying solely on Buyer's own examination and inspection of
the Property, and the express representations contained herein.

          (d)  All of Buyer's representations and warranties under
this Section 4.6 shall be true and correct in all material respects
as of the Closing Date.

     4.7  All representations and warranties of Seller and Buyer
under this Article IV shall survive the Closing; provided, however,
that any claim, action, suit or proceeding with respect to the
truth, accuracy or completeness of such representations and
warranties must be commenced, if at all, on or before six (6)
months from the Closing Date.

     4.8  On or before the Closing, Seller shall deliver or cause
to be delivered to Buyer or to Buyer's auditor an audit letter in
a form agreed upon between Seller, Buyer and Buyer's auditor, as
set forth in Exhibit "B" attached hereto, which shall be based upon
the Documents and Materials (and other information, if any)
furnished or made available to Buyer or Buyer's Advisors pursuant
to Article III herein.  The parties agree that Seller shall have no
independent obligation to provide documentation, information or
financial data, or to make available additional records or
information, to Buyer's auditor in connection with such audit
letter.

     4.9  This Agreement and all documents, agreements,
understandings and arrangement relating to this transaction have
been executed by the undersigned in his/her capacity as an officer
or director of Buyer, which has been formed as a Maryland
corporation pursuant to the Articles of Incorporation of Buyer, 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 Buyer for satisfaction of
any liability of Buyer with respect to 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 Buyer 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 and arrangements and/or
transactions between the parties hereto.

     4.10 (a)  Seller hereby agrees to indemnify, defend and hold
harmless Buyer from and against any and all claims, demands, causes
of action, liabilities, losses and/or damages asserted against or
incurred by Buyer and arising out of the operation of the Property
prior to the Closing (and following Seller's acquisition of title
to the Property) including, without limitation, any injury to
persons or damage to property, but excluding any such matter
described herein arising out of or resulting from any act or
omission of Buyer, its agents, employees or Advisors prior to the
Closing.  For purposes of this Subsection (a), the acts and/or
omissions of any independent contractors or agents of Seller prior
to the Closing shall in no way be attributable to Buyer, and the
acts and/or omissions of any agents, employees, Advisors or
consultants of Buyer prior to the Closing shall in no way be
attributable to Seller.

          (b)  Buyer hereby agrees to indemnify, defend and hold
harmless Seller from and against any and all claims, demands,
causes of action, liabilities, losses and/or damages asserted
against or incurred by Seller and arising out of the operation of
the Property following the Closing including, without limitation,
any injury to persons or damage to property, but excluding any such
matter described herein arising out of or resulting from any act or
omission of Seller, its agents, employees or Advisors prior to the
Closing.  For purposes of this Subsection (b), the acts and/or
omissions of Buyer, its agents, employees or Advisors following the
Closing shall in no way be attributable to Seller, and the acts
and/or omissions of any independent contractors or agents of Seller
following the Closing shall in no way be attributable to Buyer.

          (c)  Notwithstanding any foregoing provisions of
Subsection (a) or (b) above to the contrary, the obligations of
Seller and Buyer set forth herein shall not limit, impair, negate,
modify, expand or in any way affect any indemnification obligation
of either party expressly set forth in this Agreement or in an
Exhibit to this Agreement (which Exhibit is executed and delivered
by the parties at the Closing, in substantially the same form as
attached hereto), regardless of the time period with respect to
which such obligation applies, nor shall the foregoing provisions
of Subsections (a) and (b) above limit, impair, negate, modify,
expand or in any way affect any exculpatory provision in favor of
either party, or any provision in the nature of a disclaimer,
limitation of liability, and/or "as-is" or "where-is" proviso,
which is expressly set forth in this Agreement, including, without
limitation, the provisions of Section 4.5 or in an Exhibit to this
Agreement (which Exhibit is executed and delivered by the parties
at the Closing, in substantially the same form as attached hereto).

                            ARTICLE V.
                    Action on the Closing Date

     5.1  Buyer shall take the following actions on or before the
Closing Date, each of which shall be deemed to be a condition
precedent to Seller's Closing obligations hereunder:

          (a)  Seller shall have received, on the date of Closing,
the Purchase Price (adjusted for credits or debits for all
prorations under Section 5.3) by wire transfer to the account of
Seller at the financial institution designated by Seller in its
instructions to Escrow Agent prior to Closing, in sufficient time
for investment at such institution's customary rate paid to Seller;

          (b)  Seller shall be provided on the date of Closing with
an executed duplicate original of the documents listed under
subsections (e), (f), and (g) of Section 5.2 below.

     5.2  Seller shall provide or cause to be provided to Buyer the
following items, on or before the Closing Date, the provision of
which shall be deemed to be a condition precedent to Buyer's
Closing obligations hereunder:

          (a)  An executed and acknowledged special warranty deed
(or similar form of deed limiting Grantor's warranties to the acts
of Grantor, and none other) ("Deed") in the form of Exhibit "D";

          (b)  Originals (or copies if such originals are not
available) of all executed Leases, if any, in accordance with
Section 4.2 herein;

          (c)  All keys for the Property in the possession or
control of Seller (properly labeled);

          (d)  A 1992 ALTA Standard Form Owner's Policy of Title
Insurance, or equivalent thereof, in the form customarily used in
the State of Texas (subject to variations in conformance with local
custom and practice), issued by the Title Company and dated as of
the Closing Date, with extended coverage (including survey
coverage) in the amount of the Purchase Price, setting forth the
legal description of the Property and showing title vested in
Buyer, subject only to the Permitted Exceptions, together with such
endorsements as Buyer may request (and the Title Company may agree
to issue) (the "Owner's Title Policy").  The Owner's Title Policy
shall contain "extended coverage" in accordance with the statutes,
regulations, customs and/or practices of the State of Texas.  The
premium for the Owner's Title Policy and any endorsements thereto
shall be paid by the parties in accordance with Section 7.1 herein.

          (e)  An executed duplicate original of the Assignment and
Assumption of Rights, Warranties and Permits in the form of Exhibit
"F";

          (f)  [Reserved]

          (g)  An executed duplicate original of the Assignment and
Assumption of Leases in the form of Exhibit "H."

          (h)  Letters executed by Seller, in form reasonably
satisfactory to Buyer, notifying each of the tenants at the
Property of the change of ownership of the Property, and directing
such tenants to make all payments following the Closing Date which
are due under the Leases to such party and at such address as Buyer
may designate ("Tenant Notification Letters").  Buyer shall be
responsible for delivery of all such Tenant Notification Letters
outside of Escrow, not sooner than the recordation of the Deed and
receipt by Seller of the Purchase Price, and Escrow Agent shall
have no responsibility therefor;

          (i)  An original executed Bill of Sale for the Personal
Property identified in Exhibit "1" attached hereto, reciting that
such transfer is on an "AS-IS" and "WHERE-IS" basis; provided,
Exhibit "1" to the Bill of Sale may, at Seller's election, list
only the Personal Property excluded from the transfer or,
alternatively, Exhibit "1" may be eliminated in the event all
Personal Property (if any) located at the Property is included in
the transfer;

          (j)  An updated Rent Roll, dated as of the end of the
last full calendar month prior to the Closing Date, certified by
Seller as true and correct in all material respects; and

          (k)  A certification duly executed by Seller under
penalty of perjury in the form of, and upon the terms set forth in
Exhibit "J", setting forth Seller's address and federal tax
identification number and certifying that Seller is not a foreign
entity in accordance with and/or for the purpose of the provisions
of Section 1445 (as may be amended) of the Internal Revenue Code of
1954, as amended, and any regulations promulgated thereunder;

     5.3  The following items will be prorated as of the Closing
Date on a per diem basis: rents (including any adjustments and
other charges, if any, payable by the tenants under the Leases as
pass-through items) and; the current year's real estate taxes and
assessments (calculated on the most recent available tax bill and
reprorated after Closing in accordance with the further provisions
of this Section 5.3); provided, however, rent and all other sums
which are due and payable to Seller by any tenant but uncollected
and delinquent as of Closing shall not be adjusted, but Buyer shall
cause such sums for the period prior to Closing to be remitted to
Seller if, as and when collected pursuant to Article VIII of this
Agreement.  Notwithstanding the foregoing, utilities not separately
metered and charged to the tenants or allocated among the tenants
shall be prorated only to the extent Seller is unable, despite its
best efforts, to cause the providers of utilities services to the
Property to read the meters and, in cooperation with Buyer, to
cause such providers to change the name of the responsible party
for payment of such utilities from Seller to Buyer, effective as of
the Closing Date.

          In addition to any other matters set forth herein, the
parties hereby agree to reprorate, on a post-closing basis:  (i)
real property taxes, based upon the actual tax bill for the tax
year in which the Closing occurred, and again reprorated, if
necessary, due to any change in the assessed value or tax rate of
the Property following a pending assessment appeal by Seller or
Buyer or a separate reassessment due to the change in ownership of
the Property pursuant to this transaction; and (ii) personal
property taxes allocable to any Personal Property transferred to
Buyer pursuant to the Bill of Sale.

          The account of Seller or Buyer shall be debited or
credited, as the case may be, on the closing settlement statement
to reflect these prorations, and the Purchase Price to be paid to
Seller shall be similarly adjusted.  Security deposit(s) as set
forth in the Leases shall be credited to Buyer at the Closing.  The
Leases shall be determinative of the amount of all security
deposits, without regard to any other documentation reflecting
possible claims by one or more tenants for refund of security
deposit(s) following the Closing.  Buyer and Seller agree to use
reasonable efforts to prepare and deliver to Escrow Agent a
schedule of tentative rental adjustments (including a credit to
Buyer for security deposits actually held by Seller) three (3)
business days prior to the Closing.  Any such adjustments not
determinable or not agreed upon as of the Closing shall be paid by
Buyer to Seller, or by Seller to Buyer, as the case may be, in cash
or by wire transfer of funds as soon as practicable following the
Closing of this Agreement.  Facsimile copies of executed
counterparts of the schedule of adjustments as agreed upon by Buyer
and Seller shall be delivered to Escrow Agent as soon as
practicable prior to the Closing.  For purposes of this Section
5.3, Buyer shall be deemed to be the owner of the Property as of
12:01 A.M. on the Closing Date, regardless of the actual hour on
which Closing occurs or recordation of the Deed takes place;
provided, however, in the event the Closing occurs on December 29,
30 or 31, 1997, Seller shall, for purposes of this Section 5.3
only, be deemed to be the owner of the Property until 12:00 p.m.,
December 31, 1997.  This transaction shall in no event close later
than the Closing Date, as defined in Section 1.2 hereof.

     5.4  Any property and liability insurance on the Property
maintained by Seller shall terminate on the Closing Date.

     5.5  Seller shall deliver possession of the Property to Buyer
on the Closing Date.


                           ARTICLE VI.
                           Termination

     Should this transaction not close on or before 5:00 p.m.,
local time, on the Closing Date, for reasons other than a default
by Buyer (in which case Article IX herein shall govern) or a
default by Seller (in which case Article X herein shall govern)
either party may, by delivery of written notice to the other and to
the Escrow Agent, terminate this Agreement, whereupon each party
shall pay one-half (1/2) of Escrow Agent's normal cancellation
charges.  Such exercise of the right of termination by either party
shall constitute a waiver of any rights, claims, causes of action
or demands either party may have against the other or the Property,
or any portion thereof, due to such failure of this transaction to
close on or before the Closing Date, except for any liability
accruing under Buyer's indemnification and/or confidentiality
obligations to Seller (or Seller's indemnification obligations to
Buyer, as the case may be) pursuant to Sections 3.1, 3.4, 4.2
and/or 7.2 herein, which liability shall survive the termination of
this Agreement.  Upon such termination, pursuant to this Article
VI, Buyer shall return to Seller, within five (5) days following
such termination, all of Seller's Documents and Materials provided
or made available to Buyer by Seller hereunder, along with copies
of Buyer's Due Diligence Information compiled in accordance with
Article III herein, as set forth in Section 3.1 (a) herein, and
Buyer shall be entitled to the prompt return of the Earnest Money
Deposit deposited with Escrow Agent, together with any accrued
interest thereon which was earned while in the possession of Escrow
Agent, whether or not previously released to Seller in accordance
with the terms of this Agreement.  The provisions of this Article
shall not limit or affect the provisions of Section 3.8 herein.

                           ARTICLE VII.
                      Costs and Commissions

     7.1  Seller shall pay the portion of the premium for the
Owner's Title Policy allocable to standard coverage, the cost of
the Survey and all updates thereto, and its own legal fees and any
transfer taxes customarily payable by the Seller including, without
limitation, any city, county or other local transfer fees or taxes
or fees imposed by any city, county or other local governmental
entity, quasi-governmental entity or agency for the area in which
the Property is located.  Buyer shall pay any additional title
premium attributable to extended (survey) coverage (unless custom
and practice in the State of Texas and/or Tarrant County calls for
Seller to pay same) and any endorsements to the Owner's Title
Policy requested by Buyer and agreed to by the Title Company, the
entire cost of the Lender's Title Policy, if any, and any
endorsements thereto, its own legal fees, all fees and expenses
relating to its inspection and testing of the Property or its
review of the books and records relating to the Property, the cost
of recording the Deed and any transfer fees or taxes customarily
payable by the Buyer including, without limitation, any city,
county or other local transfer taxes or fees imposed by any city,
county or other local governmental entity, quasi-governmental
entity or agency for the area in which the Property is located.
Seller and Buyer will share equally all other closing fees and
closing costs (to the extent consistent with local custom and
practice), including, without limitation, Escrow Agent's fees and
expenses, subject to the provisions of Article VI herein.

     7.2  Buyer and Seller each represent to the other that they
have not entered into any agreement or incurred any other
obligation which might result in the obligation to pay a real
estate sales or brokerage commission or finder's fee with respect
to this transaction.  Buyer and Seller each agree to indemnify,
protect, defend and hold the other harmless from and against any
and all claims, demands, causes of action, liabilities, costs
and/or expenses (including attorney's fees and costs) asserted
against or incurred by the other party as a result of any claim or
assertion made by any person to a right to a real estate sales or
brokerage commission, finder's fee or other compensation in
connection with this transaction, to the extent such claim or
assertion is based on the actual or alleged acts or omissions of
the indemnifying party, its broker or representative (including,
without limitation, any party which is or claims to be an actual or
alleged cooperating broker in the subject transaction, in
accordance with local custom and practice).  The obligations of
Buyer and Seller under this Section 7.2 shall survive the Closing
Date or the earlier termination of this Agreement pursuant to its
terms.

                          ARTICLE VIII.
                     Post-Closing Cooperation

     If, as of Closing Date, there is any accrued and delinquent
rent due from any tenant then in occupancy, and Seller advises
Buyer of that fact on or before the Closing Date by means of the
Rent Roll or otherwise, Buyer shall use its reasonable efforts to
collect such delinquent rent following Closing.  The reasonable
efforts required of Buyer shall not be deemed to include the
institution of any litigation.  All rent collected by Buyer from
such delinquent tenant(s) shall be applied by Buyer first, to rent
and other charges for the period from and after the Closing Date
and second, to rent and other charges due to Seller as of the
Closing Date.  Seller shall retain the right to pursue, at Seller's
sole cost, any and all actions or proceedings against any former
tenants of the Property, who are not subject to existing Leases at
the Property or who are in breach of their Leases by reason (in
part) of their abandonment of the leased premises prior to the end
of the term of their Lease, for delinquent rents and/or other
cause(s) of action, and any amounts collected by Seller pursuant to
such actions or proceedings shall be the sole property of Seller.
Buyer hereby assigns any cause(s) of action or claim(s) it may have
against such persons to Seller, and Buyer shall have no
responsibility in connection with the prosecution of said actions
or proceedings.

                           ARTICLE IX.
                         Default by Buyer

     IF THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE
THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT,
THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN
THE SPACE PROVIDED BELOW THAT:

     (I)  THE EARNEST MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP
TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER
AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE
IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE EARNEST MONEY
DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN
SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A
PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S
POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND

     (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND
FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE,
SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE
ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND
ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE
OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND
SELLER SHALL RETAIN THE EARNEST MONEY DEPOSIT (OR ESCROW AGENT
SHALL RELEASE THE EARNEST MONEY DEPOSIT AND ALL ACCRUED INTEREST
THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS
LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND
EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH, EXCEPT FOR
SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE
CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS
AGREEMENT.

     (III)     IN THE EVENT OF BUYER'S DEFAULT HEREUNDER AND
SELLER'S ELECTION TO TERMINATE THIS AGREEMENT AND THE ESCROW AS
PROVIDED HEREIN, BUYER SHALL BE SOLELY RESPONSIBLE FOR PAYMENT OF
THE FULL AMOUNT OF ESCROW AGENT'S CANCELLATION CHARGES AND ANY
OTHER COSTS OR CHARGES IMPOSED BY THE TITLE COMPANY IN CONNECTION
WITH THE PREPARATION OF THE TITLE COMMITMENT OR UPDATES THEREOF.


     Initials of Seller                      Initials of Buyer


                            ARTICLE X.
                        Default by Seller

     In the event of a default by Seller under the terms of this
Agreement, Buyer shall have the right either:  (i) to purchase the
Property notwithstanding such default, whereupon such default shall
be deemed waived; or (ii) to terminate this Agreement by notice
furnished to Seller and to Escrow Agent, whereupon Buyer will be
entitled to a refund of the Earnest Money Deposit and all interest
accrued thereon, if any, held by Escrow Agent, and Buyer shall be
entitled to pursue an action against Seller at law for damages or
in equity for specific performance of this Agreement.  In the event
of Seller's default hereunder and Buyer's election to terminate
this Agreement and the Escrow as provided in Clause (ii) above,
Seller shall be solely responsible for payment of the full amount
of Escrow Agent's cancellation charges and any other costs or
charges imposed by the Title Company in connection with the Title
Commitment or any updates thereof.



                           ARTICLE XI.
                          Miscellaneous

     11.1 All notices, requests, demands or other communications
required or permitted under this Agreement shall be in writing and
delivered personally, by certified mail, return receipt requested,
postage prepaid, by telecopy or other facsimile transmission, or by
overnight courier (such as Federal Express), addressed as follows:

          Seller:   Pacific Life Insurance Company
                    700 Newport Center Drive,
                    Newport Beach, California 92660
                    Attention:     John C. Mulvihill, Vice-President
                              Sales and Acquisitions
                              David Honerkamp, Director of Asset
Management
                    Fax No:          (714)760-9680

          Copy to:  Pacific Life Insurance Company
                    700 Newport Center Drive
                    Newport Beach, California 92660
                    Attn:          Joseph E. McKeever, Esq.
                    Fax No:   (714) 640-3706

          Buyer:    Walden Residential Properties, Inc.
                    One Lincoln Centre
                    5400 LBJ Freeway, Suite 400
                    Dallas, Texas 75240
                    Attn:          Eric A. Calub, Vice-President
                    Phone No: (972) 788-0510
                    Fax No:   (972) 788-1550

          Copy to:  Munsch, Hardt, Kopf, Harr & Dinan
                    1445 Ross Avenue, Suite 4000
                    Dallas, Texas 75202
                    Attn:          Robin K. Minick, Esq.
                    Phone No: (214) 855-7542
                    Fax No:   (214) 855-7584
                    ["Buyer's Counsel"]

     All Notices in accordance with the terms hereof shall be
deemed given upon actual receipt thereof whether delivered by
first-class mail, postage prepaid, personally, or by courier or
messenger service, or facsimile transmission to the numbers given
above, provided electronic confirmation of such facsimile
transmission is received by the noticing party.  Either party
hereto may change the address or facsimile number for receiving
notices, requests, demands or other communication by notice sent in
accordance with the terms of this Section 11.1.

     11.2 Buyer may not assign this Agreement or its rights and
obligations hereunder, except to an affiliate of Buyer, without the
prior written consent of Seller, which Seller may withhold in its
sole and absolute discretion.  Any assignment hereunder will be
subject to the terms and provisions of this Agreement; provided,
however, that upon such assignment such Assignee shall succeed to
all of the rights and obligations of Buyer hereunder, and agrees to
execute all documents and perform all obligations pursuant to this
Agreement.  Notwithstanding any assignment of this Agreement, the
Assignor shall not be relieved of its obligations to complete this
transaction and pay the Purchase Price to Seller as provided for
herein.  For purposes of this Section 11.2, the term "affiliate"
shall mean a person or entity in which Buyer has an ownership
interest or which is controlled by (or under common control with)
Buyer.

     11.3 Each party agrees to execute any additional documents or
supplemental escrow instructions as may be reasonably necessary to
comply with the terms of this Agreement, provided that such
instructions are not in conflict with the terms hereof and that if
a conflict exists, the provisions of this Agreement shall prevail.

     11.4 This is the entire agreement between Seller and Buyer
pertaining to the sale of the Property and supersedes any prior
written or oral understandings.  Any amendment to this Agreement
must be in writing.  This Agreement will be governed by the laws of
the state in which the Property is located.

     11.5 The prevailing party in any litigation, including any
appeal, arising out of this Agreement will be entitled to its
reasonable attorney's fees, costs and expenses incurred in
connection with the prosecution or defense of such action.

     11.6 All Exhibits referred to are attached to this Agreement
and are incorporated herein by reference.

     11.7 In the event this Agreement is terminated by the default
of Buyer or Seller, any escrow termination fee or charges of Escrow
Agent will be borne by the defaulting party.

     11.8 This Agreement may be executed in separate counterparts,
each of which will be deemed an original, and all of which together
will constitute one instrument.

     11.9 Time is of the essence of this Agreement.

     11.10     The heading, captions and titles used in this
Agreement are for convenience only and shall not be deemed in any
way to limit or amplify the terms and provisions of this Agreement.

     11.11     If any date of significance hereunder falls upon a
Saturday, Sunday, or legal holiday such date will be deemed moved
forward to the next day which is not a Saturday, Sunday, or legal
holiday.  The terms "working day" or "business day" shall mean days
elapsed exclusive of Saturdays, Sunday, or legal holidays.

     11.12     This Agreement is not intended to confer any benefit
upon, or create any contractual right in, any person or entity
other than the parties hereto.

     11.13     In the event this Agreement is not fully executed by
Buyer and Seller on or before November 11, 1997, this Agreement
shall be null and void and neither party shall have any liability
to the other hereunder.

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

SELLER:                            BUYER:

PACIFIC LIFE INSURANCE COMPANY,    WALDEN RESIDENTIAL PROPERTIES,
a INC., a California corporation             INC., a Maryland
corporation

By:                                By:
Print Name:                             Print Name:
Title:                                  Title:

By:                                By:
Print Name:                             Print Name:
Title:                                  Title:

Dated: November     , 1997              Dated: November     , 1997

Escrow Agent acknowledges receipt of a fully executed copy of this
Agreement, and by its signature hereby accepts and agrees that the
provisions of this Agreement, and any amendment thereto as may be
executed by Buyer and Seller, shall constitute instructions and
control the deposit and disposition of funds by the Escrow Agent
hereunder.

                           ESCROW AGENT:

                           CHICAGO TITLE INSURANCE COMPANY


                           By:
                           Title:
                           Date:


                           EXHIBIT "A"

                        Legal Description


              (To be supplied by the Title Company)


                           EXHIBIT "B"

                       FORM OF AUDIT LETTER

December            , 1997

Deloitte & Touche LLP
2200 Ross Avenue, Suite 1600
Dallas, Texas 75201

     Re:  The Woods of Bedford Apartments, Bedford, Texas

Dear Sirs:

     This letter is given in connection with your audit of the
financial statements (including revenues and expenses) of The Woods
of Bedford Apartments (the "Property") for the year ended December
31, 1996 (the "Statement") and for the purpose of your expressing
an opinion as to whether such financial statements present fairly,
in all material respects, the revenues and certain expenses of the
Property in conformity with generally accepted accounting
principles.  The undersigned acknowledges that such statement has
been prepared, in part, using the financial data made available to
Walden Residential Properties, Inc., as "Buyer" of the Property,
from and by Pacific Life Insurance Company, as "Seller", pursuant
to that certain Purchase and Sale Agreement and Joint Escrow
Instructions dated November -, 1997 ("Purchase Agreement");
provided, however, such statement is not based on any financial
information or other information independently provided to you by
Seller, except as may be expressly set forth herein.  The
responsibility for the fair presentation of the statement in
conformity with generally accepted accounting principles rests with
Walden Residential Properties, Inc.; provided, Seller acknowledges
its responsibility to fairly present the financial information
described in Section 3.1 of the Purchase Agreement and provided to
Buyer in accordance therewith, in Seller's capacity as owner of the
Property.  In connection therewith, Seller hereby confirms, to
Seller's current, actual knowledge (as defined below), the
following:

     1.   The financial statements provided to Buyer have been
prepared on a cash basis, in accordance with Seller's normal and
customary practice, except to the extent any such information
expressly states that it has been prepared on an accrual basis.

     2.   Seller understands that Buyer has made available to you
all financial statements and other financial information and data
relating to the Property which has been furnished to Buyer pursuant
to the Purchase Agreement.

     3.   Seller has owned the Property since the termination of
foreclosure proceedings in December, 1992 and has continued to own
the Property since such time.

     4.   To Seller's current, actual knowledge, the financial
statements and data furnished or made available to Buyer pursuant
to the Purchase Agreement contain no errors or irregularities which
would have a material and adverse effect upon the Property or its
operation.

     5.   Seller has not received (nor, to Seller's current, actual
knowledge, has Seller's Property Manager received) written notice,
within the two (2) years preceding the date of the Purchase
Agreement, that the Property is in violation of any laws or
regulations which would result in a material adverse change in the
financial statements famished to Buyer pursuant to the Purchase
Agreement.

     6.   To Seller's current, actual knowledge, there are no
material transactions relating to revenues and expenses furnished
to Buyer under the Purchase Agreement which have not been properly
recorded in the accounting records of the Property, in accordance
with Seller's normal and customary practice, and which, if not
recorded, would have a material and adverse effect on the Property.

     7.   To Seller's current, actual knowledge, Seller is not in
default under any contracts or agreements affecting the Property
which (in the event of material noncompliance with such agreements
or contracts) would have a material and adverse effect on the
financial data which have been furnished to Buyer pursuant to the
Purchase Agreement.

     8.   Subsequent to December 31, 1996, Seller's books and
records pertaining to the Property have been prepared in accordance
with the normal and customary practice of Seller including, without
limitation, any adjustments to the financial data for the calendar
year 1996, if any, to the extent such adjustments are consistent
with the normal and customary practice of Seller.

          As used herein, the term "Seller's knowledge" or
"knowledge", as applied to Seller, shall have the same meaning as
set forth in Section 4.4 of the Purchase Agreement, the provisions
of which are incorporated herein by reference.

                              SELLER:

                              PACIFIC LIFE INSURANCE COMPANY,
                              a California corporation


                              By:
                              Print Name:
                              Its:

                              By:
                              Print Name:
                              Its:


                            EXHIBIT "C"

                        FORM OF RENT ROLL

                    [To be supplied by Seller]








                           EXHIBIT "D"

                      Special Warranty Deed

             (Form to be furnished by Title Company)







                           EXHIBIT "E"

                            [RESERVED]









                          EXHIBIT "E-1"

                            [RESERVED]








                           EXHIBIT "F"

           ASSIGNMENT OF RIGHTS, WARRANTIES AND PERMITS

     THIS ASSIGNMENT OF RIGHTS, WARRANTIES AND PERMITS
("Assignment") is dated for identification purposes              , 1997
and made by PACIFIC LIFE INSURANCE COMPANY, a
California corporation ("Assignor") to WALDEN RESIDENTIAL
PROPERTIES, INC., a Maryland corporation ("Assignee").

     1.   Pursuant to Section 5.2(e) of that certain Purchase and
Sale Agreement and Joint Escrow Instructions dated November _, 1997
between Assignor, as Seller, and Assignee, as Buyer, as may have
been amended from time to time thereafter (the "Purchase
Agreement"), Assignor hereby assigns and delegates to Assignee all
of the items, if any, which Assignor may own which relate to the
construction. occupancy, operation, management and/or ownership of
the Property located at 2500 Meadow Park Circle, Bedford, Texas and
more particularly described in attached Exhibit "A" attached to the
Purchase Agreement.  All defined terms used herein shall have the
same meaning as set forth in the Purchase Agreement, unless the
context clearly indicates otherwise.

     2.   Assignor further assigns to Assignee all of its rights,
and interest, if any, in all construction, equipment and material
warranties and guarantees affecting the Property.  This assignment
of warranties and guarantees is effective to the extent such
matters are legally subject to assignment, assigned by Assignor,
whether such limitations or prohibition is imposed or created by
contract, statute, ordinance, regulation or otherwise.

     3.   Assignor further assigns all of its rights, obligations
and interest, if any, in all trademarks, styles, logos, signs and
other advertising symbols relating to the trade name "The Woods of
Bedford Apartments" and to the Property, to the extent whether such
limitation or prohibition is imposed or created by contract,
statute, ordinance, regulation or otherwise.

     4.   This Assignment is made as an incident of the concurrent
sale of the Property by Assignor to Assignee and will be effective
upon the Closing Date, as defined in Section 1.2 of the Purchase
Agreement.

     5.   Assignor agrees to execute any further documents
reasonably necessary to perfect the transfer to any item described
in this Assignment, provided Assignor shall incur no out-of-pocket
costs in connection therewith.

     6.   This Assignment shall be binding upon and inure to the
benefit of the successors, assigns, personal representatives, heirs
and legatees of all of the respective parties hereto, subject to
the assignment provisions of the Purchase Agreement.

     7.   This Assignment shall be governed by, interpreted under
and construed and enforced in accordance with the laws of the State
of Texas.

     8.   This Assignment is made without any warranty or
representation whatsoever as to the existence, validity or
enforceability of any right, warranty or permit herein assigned,
provided, however, Assignor does warrant that it has no actual
knowledge, as of the date hereof, of any adverse claim or interest
in or to any of the rights, warranties or permits assigned
hereunder.  To the extent any claim of any kind is brought by
Assignee pursuant to this Assignment, such claim, action, suit or
proceeding must be commenced, if at all, on or before six (6)
months from the date of this Assignment.

     9.   This Assignment is intended to supplement the terms and
provisions of the Purchase Agreement and shall be construed as
consistent therewith to the greatest extent possible.  This
Assignment shall not be deemed to modify or amend the Purchase
Agreement.  In the event of an irreconcilable conflict between the
provisions of the Purchase Agreement and this Assignment, the
provisions of the Purchase Agreement shall prevail.

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

ASSIGNOR:                          ASSIGNEE:

PACIFIC LIFE INSURANCE COMPANY, a  WALDEN RESIDENTIAL PROPERTIES
California corporation                  INC., a Maryland
corporation

By:                                By:
Name:                              Name:
Title:                                  Title:

By:                                By:
Name:                              Name:
Title:                                  Title:


                          EXHIBIT "1" TO
                      LIST OF ITEMS ASSIGNED









                           EXHIBIT "H"

               ASSIGNMENT AND ASSUMPTION OF LEASES


     THIS ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment") is
dated for identification purposes                     , 1997 and made
by and between PACIFIC LIFE INSURANCE COMPANY, a California
corporation ("Assignor") and WALDEN RESIDENTIAL PROPERTIES, INC.,
a Maryland corporation ("Assignee").

         1.   Pursuant to Section 5.2(g) of that certain Purchase and
Sale Agreement and Joint Escrow Instructions dated November, 1997
between Assignor, as Seller, and Assignee, as Buyer, as may have
been amended from time to time thereafter (the "Purchase
Agreement"), for good and valuable consideration, Assignor hereby
conveys, grants, transfers, assigns and delegates to Assignee all
of its rights, title, interests and obligations as landlord under
the Leases listed on the attached Exhibit "1", including all rents,
issues, profits and benefits under such leases (the "Leases").  The
Leases relate to the Property located at 2500 Meadow Park Circle,
Bedford, Texas, described in Exhibit "A" attached to the Purchase
Agreement.  The assigned Leases include any amendments, extensions,
guarantees and previous assignments thereto or thereof The
effective date of this Assignment is the "Closing Date", as defined
in Section 1.2 of the Purchase Agreement.  All defined terms used
herein shall have the same meaning as set forth in the Purchase
Agreement, unless the context clearly indicates otherwise.

         2.   Concurrent with the assignment of the Leases, Assignor
assigns to Assignee any prepaid rents being held by the landlord
under the Leases listed in Exhibit "1" attached hereto.

         3.   Assignee accepts this Assignment, assumes the liabilities
of landlord under the Leases arising on and subsequent to the
effective date of this Assignment and will hold Assignor harmless
from any claims, damages, liabilities, losses and expenses asserted
against or incurred by Assignor which occur on and after the
effective date of this Assignment and arise out of a breach by
Assignee of its duties as landlord under the Leases.

         4.   Assignor shall hold Assignee harmless from any
obligations, damages, claims or liabilities as landlord arising
before the effective date of this Assignment.  To the extent any
claim of any kind is brought by Assignee pursuant to this
Assignment, such claim, action, suit or proceeding must be
commenced, if at all, on or before six (6) months from the date of
this Assignment.

         5.   Assignor represents that the Leases are in effect, that
there are no modifications or amendments thereto except as
delivered to Assignee, and Assignor makes no representations and/or
warranties with respect to the I-eases except as expressly set
forth in the Purchase Agreement itself.

         6.   This Assignment shall be binding upon and inure to the
benefit of the successors, assignees, personal representatives,
heirs and legatees of all of the respective parties hereto, subject
to the assignment provisions of the Purchase Agreement.

         7.   This Assignment shall be governed by, interpreted under
and construed and enforced in accordance with the laws of the State
of Texas.

         8.   This Assignment is intended to supplement the terms and
provisions of the Purchase Agreement and shall be construed as
consistent therewith to the greatest extent possible.  This
Assignment shall not be deemed to modify or amend the Purchase
Agreement.  In the event of an irreconcilable conflict between the
provisions of the Purchase Agreement and this Assignment, the
provisions of the Purchase Agreement shall prevail.

ASSIGNOR:                              ASSIGNEE:

PACIFIC LIFE INSURANCE COMPANY, a      WALDEN RESIDENTIAL PROPERTIES
California corporation                 INC., a Maryland
corporation

By:                                    By:
Name:                             Name:
Title:                                 Title:

By:                                    By:
Name:                             Name:
Title:                                 Title:


                           EXHIBIT "1"
                          LIST OF LEASES



                           EXHIBIT "I"
                           BILL OF SALE

         For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, PACIFIC LIFE
INSURANCE COMPANY, a California corporation ("Assignor"), does
hereby assign and convey to WALDEN RESIDENTIAL PROPERTIES, INC., a
Maryland corporation ("Assignee"), without representation or
warranty and on an "AS IS" and "WHERE-IS" basis (except as may be
otherwise provided in that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated November        1997 between
Assignor. as Seller, and Assignee as Buyer, as amended thereafter
from time to time (the "Purchase Agreement"), all of Assignor's
right, title and interest, if any, in and to any and all furniture,
fixtures, equipment, appliances, tools, machinery, supplies,
building materials and other personal property of every kind and
character owned by Assignor, attached to, appurtenant to, and
located at and used in connection with the operation of the
improvements situated on the real property described in Exhibit "A"
attached to the Purchase Agreement, as may be more particularly
described in Exhibit "1" attached hereto and incorporated herein by
reference ("Personal Property").  The parties agree that in the
event no Exhibit "1" is attached hereto, title to possession of all
of the Personal Property located at the Property shall be deemed to
pass to Buyer at the Closing.

         Assignor hereby covenants that it shall, at any time and from
time to time upon written request therefore, provided Assignor
incurs no out-of-pocket cost in connection therewith, execute and
deliver to Assignee, its permitted successors, nominees or assigns,
such documents as it or they may reasonably request in order to
fully assign and transfer to and vest in Assignee or its permitted
successors, nominees and assigns, and protect its or their right,
title and interest in and to all of the Personal Property and the
rights of Assignor intended to be transferred and assigned hereby,
or to enable Assignee, its permitted successors, nominees and
assigns to realize upon or otherwise enjoy such rights and
property.

         This Bill of Sale shall be binding upon and inure to the
benefit of the successors, assigns, personal representatives, heirs
and legatees of Assignee and Assignor, subject to the assignment
provisions of the Purchase Agreement.

         This Bill of Sale is intended to supplement the terms and
provisions of the Purchase Agreement and shall be construed as
consistent therewith to the greatest extent possible.  This Bill of
Sale shall not be deemed to modify or amend the Purchase Agreement.
In the event of an irreconcilable conflict between the provisions
of the Purchase Agreement and this Bill of Sale, the provisions of
the Purchase Agreement shall prevail.  THE TRANSFER OF PERSONAL
PROPERTY EVIDENCED BY THIS BILL OF SALE IS MADE WITHOUT ANY
WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

         This Bill of Sale shall be governed by and constructed in
accordance with the laws of the State of Texas.

         IN WITNESS WHEREOF, Assignor has executed this Bill of Sale
this       day of            , 1997.


ASSIGNOR:                              ASSIGNEE:

PACIFIC LIFE INSURANCE COMPANY, a      WALDEN RESIDENTIAL PROPERTIES
California corporation                 INC., a Maryland
corporation

By:                                    By:
Name:                             Name:
Title:                                 Title:

By:                                    By:
Name:                             Name:
Title:                                 Title:


                   EXHIBIT "1" TO BILL OF SALE
                    LIST OF PERSONAL PROPERTY
                         [if Applicable]


                           EXHIBIT "J"
                FORM OF NON-FOREIGN CERTIFICATION
         TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS
     To inform WALDEN RESIDENTIAL PROPERTIES, INC., a Maryland
corporation (the "Transferee"), that withholding of tax under
Section 1445 of the Internal Revenue Code of 1986, as amended (the
"Code"), will not be required upon the transfer of certain real
property to the Transferee by PACIFIC LIFE INSURANCE COMPANY, a
California corporation (the "Transferor"), the undersigned hereby
certifies the following on behalf of Transferor:

     1.   Transferor is not a foreign corporation, foreign
partnership, foreign trust or foreign trust or foreign estate (as
those terms are defined in the Code and Income Tax Regulations
promulgated thereunder);

     2.   Transferor's U.S. employer identification number is 95-1079000; and

     3.   Transferor's office address is 700 Newport Center Drive,
Newport Beach, California  92660.

         Transferor understands that this Certification may be disclosed
to the Internal Revenue Service by Transferee and that any false
statement contained herein could be punished by fine, imprisonment,
or both.

         Under penalty of perjury, I declare that I have examined this
Certification and that, to the best of my knowledge and belief, it
is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of the Transferor.

Dated:             , 1997.

                              TRANSFEROR:

                              PACIFIC LIFE INSURANCE COMPANY,
                              a California corporation


                              By:
                              Name:
                              Title:

                              By:
                              Name:
                              Title:

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