FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the quarterly period ended June 30, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-13408

                             CENTURY PROPERTIES FUND XX
         (Exact name of small business issuer as specified in its charter)



         California                                              94-2930770
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089

                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000

                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                           CENTURY PROPERTIES FUND XX

                     STATEMENT OF NET ASSETS IN LIQUIDATION

                                   (unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000

     Assets

        Cash and cash equivalents                               $ 2,395
        Receivables and deposits                                    385
        Debt trustee escrow                                      17,565
        Investment properties                                     5,680

                                                                 26,025

     Liabilities

        Accounts payable                                             31
        Tenant security deposit liabilities                          33
        Accrued property taxes                                       38
        Other liabilities                                           304
        Non-recourse promissory notes (Note A)                   18,342
        Estimated costs during the period of liquidation            391

                                                                 19,139

     Net assets in liquidation                                  $ 6,886



                   See Accompanying Notes to Financial Statements


<PAGE>
b)

                           CENTURY PROPERTIES FUND XX

                 STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (Unaudited)

                                   (in thousands)
                         Six Months Ended June 30, 2000

Net liabilities in liquidation at beginning of period                    $ (373)

Changes in net liabilities in liquidation attributed to:

   Increase in cash and cash equivalents                                    677
   Decrease in receivables and deposits                                    (293)
   Increase in debt trustee escrow                                       15,295
   Decrease in investment properties                                    (26,461)
   Decrease in accounts payable                                              51
   Decrease in tenant security deposit payable                               92
   Decrease in accrued property taxes                                       204
   Increase in other liabilities                                           (128)
   Decrease in Non-Recourse Promissory Notes and interest                18,213
   Increase in estimated costs during the period of liquidation            (391)

Net assets in liquidation at end of period                              $ 6,886

                   See Accompanying Notes to Financial Statements


<PAGE>


c)

                           CENTURY PROPERTIES FUND XX

                             STATEMENT OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                   Three Months Ended  Six Months Ended
                                                      June 30, 1999      June 30, 1999
Revenues:
<S>                                                      <C>                <C>
  Rental income                                          $ 2,067            $ 4,004
  Other income                                               153                412
  Income from deficiency certificate settlement               91                 91
      Total revenues                                       2,311              4,507

Expenses:
  Operating                                                  651              1,376
  General and administrative                                 154                457
  Depreciation                                               434                859
  Interest to promissory note holders                        627              1,255
  Property taxes                                             159                316
      Total expenses                                       2,025              4,263

          Net income                                      $  286              $ 244

Net income allocated to general partner (2%)               $   6                $ 5

Net income allocated to limited partners (98%)               280                239

                                                          $  286              $ 244

Net income per limited partnership unit (61,814
  units authorized and outstanding)                       $ 4.53              $3.87
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


d)

                           CENTURY PROPERTIES FUND XX

                             STATEMENT OF CASH FLOWS

                                   (Unaudited)

                          (in thousands, except unit data)
                         Six months Ended June 30, 1999

Cash flows from operating activities:

   Net income                                                             $ 244
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation                                                           859
     Amortization of deferred charges                                       116
     Deferred interest on non-recourse promissory notes                     627
     Change in accounts:
        Receivables and deposits                                         (1,012)
        Other assets                                                       (113)
        Accounts payable                                                      8
        Tenant security deposit liabilities                                  (2)
        Accrued property taxes                                               43
        Accrued interest-promissory notes                                   627
        Other liabilities                                                    (4)

           Net cash provided by operating activities                      1,393

Cash flows from investing activities:

    Property improvements and replacements                                 (162)
    Lease commissions paid                                                  (53)

           Net cash used in investing activities                           (215)

Cash flows used in financing activities:

    Loan costs paid                                                        (390)

Net increase in cash and cash equivalents                                   788

Cash and cash equivalents at beginning of period                          9,197

Cash and cash equivalents at end of period                               $9,985

                   See Accompanying Notes to Financial Statements


<PAGE>

e)

                           CENTURY PROPERTIES FUND XX

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

Note A - Basis of Presentation

As of December  31,  1999,  Century  Properties  Fund XX (the  "Partnership"  or
"Registrant")  adopted the  liquidation  basis of accounting due to the imminent
loss of its remaining investment properties.

The  Partnership's  Nonrecourse  Promissory Notes (the "Notes") of approximately
$18,342,000 in principal and accrued  interest were in default due to nonpayment
upon maturity on November 30, 1998.  The Notes are secured by a deed of trust on
all properties owned by the  Partnership.  The Promissory Notes bear interest at
eight percent per annum except that interest of up to four percent was deferred,
provided the Partnership made interest  payments on the unpaid principal balance
of at  least  four  percent  per  annum.  The  deferred  interest  does not bear
interest.  Fox Capital Management  Corporation  ("FCMC" or the "Managing General
Partner"), the general partner of the Partnership's general partner,  previously
contacted the indenture  trustee for the Notes and certain  holders of the Notes
regarding  this  default.  On October 28, 1999 the  Partnership  entered  into a
forbearance  agreement with the indenture  trustee for a period of 390 days. The
Trustee has indicated,  however,  that it will extend the forbearance  period to
accommodate the completion of the sale of the Partnership's  remaining property.
In turn, the Partnership  agreed to (a) deliver to the indenture trustee for the
benefit of the note holders all of the accumulated cash of the Partnership, less
certain  reserves  and  anticipated  operating  expenses,  (b) market all of its
properties  for  sale,  (c)  deliver  all cash  proceeds  from any  sales to the
indenture  trustee  until the notes are fully  satisfied and (d) comply with the
reporting  requirements  under the indenture.  Based on the proceeds received to
date from sales of Partnership  assets and the anticipated net proceeds from the
sale of the Partnership's  remaining  property,  it is unlikely the sales of the
Partnership's   assets  will  generate   sufficient  proceeds  to  pay  off  the
Nonrecourse  Promissory  Notes  in  full.  If the  Partnership  cannot  sell its
property for sufficient  value,  in accordance with the terms of the forbearance
agreement,  it is likely that the  Partnership  will lose its  property  through
delivery to an auctioneer  who would sell the assets for the benefit of the Note
holders.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of  accounting  for its  financial  statements at December 31,
1999, to the  liquidation  basis of accounting.  Consequently,  assets have been
valued at estimated net realizable  value and liabilities are presented at their
estimated   settlement   amounts.   The  valuation  of  assets  and  liabilities
necessarily  requires many estimates and  assumptions  and there are substantial
uncertainties in carrying out the liquidation.  The actual realization of assets
and  settlement of liabilities  could be higher or lower than amounts  indicated
and is based upon the Managing General Partner's estimates as of the date of the
financial statements.

Included in liabilities in the statement of net assets in liquidation as of June
30, 2000 is approximately  $391,000 of costs,  net of income,  that the Managing
General  Partner  estimates  will be incurred  during the period of  liquidation
based on the  assumption  that the  liquidation  process  will be  completed  by
December  31,  2000.  Because  the  success  in  realization  of assets  and the
settlement  of  liabilities  is based on the  Managing  General  Partner's  best
estimates,  the  liquidation  period may be shorter than  projected or it may be
extended beyond the projected period.

<PAGE>

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

The following  transactions with affiliates of the Managing General Partner were
incurred during the six month periods ended June 30, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)
 Property management fees (included in operating expenses)        $ 74      $ 78
 Reimbursement for services of affiliates (included in
   investment properties, operating and general
   and administrative expenses)                                     76        87

During the six months ended June 30, 2000 and 1999,  affiliates  of the Managing
General  Partner were entitled to receive 5% of gross  receipts from both of the
Partnership's  residential  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$74,000  and  $78,000  for  the  six  months  ended  June  30,  2000  and  1999,
respectively.  For the Partnership's commercial properties,  these services were
provided by an unrelated party for the six month periods ended June 30, 2000 and
1999.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $76,000 and $87,000 for the
six months ended June 30, 2000 and 1999, respectively.

AIMCO and its affiliates  currently own 3,601 limited  partnership  units in the
Partnership  representing  5.826% of the  outstanding  units.  A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled  to take action  with  respect to a variety of matters.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.


<PAGE>


Note D - Contingency

On January 24,  1990,  a  settlement  agreement  was executed by and between the
Partnership  and certain  defendants in  connection  with legal  proceedings  at
Commonwealth  Centre.   Lincoln  Property  Company   ("Lincoln"),   one  of  the
defendants,  provided the  Partnership  with a deficiency  certificate  totaling
$1,250,000 pursuant to Lincoln's company-wide debt restructuring plan. Effective
December 31, 1994, the obligators under this collateral pool agreement exercised
their  right to extend  the  maturity  date of the  deficiency  certificates  to
December 31, 1997.  The senior  obligators  have accepted an offer to settle the
outstanding  amounts due from Lincoln at a discounted rate. The Managing General
Partner  was  obligated  to accept  the  initial  settlement  which  equated  to
approximately  $256,000.  Prior  to this  settlement,  the  Partnership  had not
recorded a receivable  on the financial  statements  due to the  uncertainty  of
receiving any funds. The initial settlement related to the cash collateral pool,
and the Partnership  received further funds of approximately  $45,000 during the
remaining months of 1998 as well as approximately  $91,000 during the six months
ended June 30, 1999. It is anticipated that the Partnership will not receive any
additional funds from the settlement.

With receipt of this  settlement,  the  Partnership has recorded income from the
settlement in the financial  statements.  The current  settlement relates to the
cash available to distribute in the collateral pool.

Note E - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The Partnership has one remaining  reportable segment:  one commercial property.
The  commercial  property  segment  consists  of one  office  complex  in  North
Carolina.  The Partnership  leases office space for terms that typically  exceed
one year. The properties in the  residential  property  segment were sold during
the six months ended June 30, 2000. Effective December 31, 1999, the Partnership
adopted  the   liquidation   basis  of  accounting  (see  "Note  A  -  Basis  of
Presentation").  As a result, segment information is only provided for the three
and six month periods ended June 30, 1999.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership  as described in  Partnership's  Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer different products and services.  The reportable segments are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.

<PAGE>


Segment  information  for the three and six month periods ended June 30, 1999 is
shown  in  the  tables  below  (in  thousands).   The  "Other"  column  includes
partnership administration related items and income and expense not allocated to
the reportable segments.
<TABLE>
<CAPTION>

       Three months ended
         June 30, 1999           Residential    Commercial       Other       Totals

<S>                                 <C>           <C>             <C>       <C>
Rental income                       $  731        $ 1,336         $ --      $ 2,067
Other income                            30              5           118         153
Income from settlement                  --             --            91          91
Interest expense                        --             --           627         627
Depreciation                           115            319            --         434
General and administrative
  expense                               --             --           154         154
Segment profit (loss)                  306            552          (572)        286


        Six months ended
         June 30, 1999           Residential    Commercial       Other       Totals

Rental income                      $ 1,455        $ 2,549         $ --      $ 4,004
Other income                            57              7           348         412
Income from settlement                  --             --            91          91
Interest expense                        --             --         1,255       1,255
Depreciation                           230            629            --         859
General and administrative
  expense                               --             --           457         457
Segment profit (loss)                  583            934        (1,273)        244
Total assets                        11,033         21,911        10,148      43,092
Capital expenditures for
  investment properties                120             39            --         159
</TABLE>

Note F - Sale of Investment Properties

On March 27, 2000, the Partnership sold Linpro Park to an unaffiliated party for
$9,500,000.  The net sales  proceeds  of  approximately  $9,002,000  were  wired
directly to the Indenture Trustee as required by the forbearance agreement.

On April 7, 2000, the Partnership sold The Corners Apartments to an unaffiliated
third  party  for   approximately   $4,000,000.   The  net  sales   proceeds  of
approximately  $3,712,000  were  wired  directly  to the  Indenture  Trustee  as
required by the forbearance agreement.

On May 8, 2000, the Partnership  sold Metcalf 103 Office Park to an unaffiliated
third party for approximately  $3,120,000.  The net sales proceeds of $2,878,000
were wired  directly to the  Indenture  Trustee as  required by the  forbearance
agreement.

On June 20,  2000 the  Partnership  sold  Harbor  Club  Downs for  approximately
$11,000,000.  The net sales  proceeds of  approximately  $10,200,000  were wired
directly to the Indenture Trustee as required by the forbearance agreement.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  The  plaintiffs  seek
monetary damages and equitable  relief,  including  judicial  dissolution of the
Partnership.  On June 25, 1998,  the  Managing  General  Partner  filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended  complaint.  The Managing General Partner filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into account the effects of any changes to the Registrant's business and results
of operations.  Accordingly,  actual results could differ  materially from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The  Partnership's  investment  property  consists  of one  business  park.  The
following  table sets forth the average  occupancy  of the  property for the six
months ended June 30, 2000 and 1999:

                                                  Average Occupancy

      Property                                     2000       1999

      Highland Park Commerce Center (1)             84%        91%
         Charlotte, North Carolina

(1)   The decrease in occupancy at Highland Park  Commerce  Center is due to the
      loss of seven tenants over the past twelve months  occupying 17,885 square
      feet, which represents approximately 16% of the total space.

As of December  31,  1999,  Century  Properties  Fund XX (the  "Partnership"  or
"Registrant")  adopted the  liquidation  basis of accounting due to the imminent
loss of its remaining investment properties. Pursuant to the terms of the Notes,
the  Partnership  was  required to pay interest at a rate of 4% per annum on the
Notes,  and accrue the  additional 4% per annum due on the Notes.  The Notes are
secured  by the  Partnership's  property.  The  Notes,  which had a  balance  of
principal and accrued  interest of  approximately  $18,342,000 at June 30, 2000,
matured on November  30,  1998.  As a result,  the  Partnership  is currently in
default  under  the  Nonrecourse  Promissory  Notes.  On  October  28,  1999 the
Partnership entered into a forbearance  agreement with the indenture trustee for
a period of 390 days.  In turn,  the  Partnership  agreed to (a)  deliver to the
indenture  trustee  for the benefit of the note  holders all of the  accumulated
cash  of the  Partnership,  less  certain  reserves  and  anticipated  operating
expenses,  (b) market  all of its  properties  for sale,  (c)  deliver  all cash
proceeds  from any  sales to the  indenture  trustee  until  the notes are fully
satisfied and (d) comply with the reporting  requirements  under the  indenture.
Based on the proceeds received to date from sales of Partnership  assets and the
anticipated net proceeds from the sale of the Partnership's  remaining property.
It is unlikely the sales of the  Partnership's  assets will generate  sufficient
proceeds to pay off the Nonrecourse Promissory Notes in full. If the Partnership
cannot sell its properties for sufficient value, in accordance with the terms of
the  forbearance  agreement,  it is likely  that the  Partnership  will lose its
properties  through  delivery to an auctioneer who would sell the assets for the
benefit of the Note holders.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of  accounting  for its  financial  statements at December 31,
1999 to the  liquidation  basis of  accounting.  Consequently,  assets have been
valued at estimated net realizable  value and liabilities are presented at their
estimated   settlement   amounts.   The  valuation  of  assets  and  liabilities
necessarily  requires many estimates and  assumptions  and there are substantial
uncertainties in carrying out the liquidation.  The actual realization of assets
and  settlement of liabilities  could be higher or lower than amounts  indicated
and is based upon the Managing General Partner's estimates as of the date of the
financial statements.


<PAGE>


Included in liabilities in the statement of net assets in liquidation as of June
30, 2000 is approximately  $391,000 of costs,  net of income,  that the Managing
General  Partner  estimates  will be incurred  during the period of  liquidation
based on the  assumption  that the  liquidation  process  will be  completed  by
December  31,  2000.  Because  the  success  in  realization  of assets  and the
settlement  of  liabilities  is based on the  Managing  General  Partner's  best
estimates,  the  liquidation  period may be shorter than  projected or it may be
extended beyond the projected period.

On March 27, 2000, the Partnership sold Linpro Park to an unaffiliated party for
$9,500,000.  The net sales  proceeds  of  approximately  $9,002,000  were  wired
directly to the Indenture Trustee as required by the forbearance agreement.

On April 7, 2000, the Partnership sold The Corners Apartments to an unaffiliated
third  party  for   approximately   $4,000,000.   The  net  sales   proceeds  of
approximately  $3,712,000  were  wired  directly  to the  Indenture  Trustee  as
required by the forbearance agreement.

On May 8, 2000, the Partnership  sold Metcalf 103 Office Park to an unaffiliated
third  party  for   approximately   $3,120,000.   The  net  sales   proceeds  of
approximately  $2,878,000  were  wired  directly  to the  Indenture  Trustee  as
required by the forbearance agreement.

On June 20,  2000 the  Partnership  sold  Harbor  Club  Downs for  approximately
$11,000,000.  The net sales  proceeds of  approximately  $10,200,000  were wired
directly to the Indenture Trustee as required by the forbearance agreement.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors the rental  market  environment  of its  remaining  investment
property  to  assess  the  feasibility  of  increasing  rents,   maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses. As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

The following is a general  description of the tax consequences  that may result
to a limited partner upon the sale of the Partnership's remaining property. Each
limited  partner should consult with his or her own tax advisor to determine his
or her particular tax  consequences.  The taxable gain and income resulting from
the  sale  of the  Partnership's  property  will  pass  through  to the  limited
partners, and will likely result in income tax liability to the limited partners
without any distribution of cash from the Partnership.

Highland Park Commerce Center

During  the  six  months  ended  June  30,  2000,  the   Partnership   completed
approximately  $46,000 of capital  improvements at Highland Park Commerce Center
consisting  primarily of tenant  improvements.  The property is currently  being
marketed  for  sale;  therefore,   no  funds  have  been  budgeted  for  capital
improvements for the year 2000.  Capital  improvements will be made as necessary
until the property is sold.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  its Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the  Insignia  Merger.  The  plaintiffs  seek
monetary damages and equitable  relief,  including  judicial  dissolution of the
Partnership.  On June 25, 1998,  the  Managing  General  Partner  filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended  complaint.  The Managing General Partner filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims,  subject to final court approval,  on behalf of the Partnership
and all limited  partners  who owned  units as of November 3, 1999.  Preliminary
approval of the settlement  was obtained on November 3, 1999 from the Court,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing,  the Court received various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying them from the case. The Court will entertain applications for lead
counsel which must be filed by August 4, 2000. The Court has scheduled a hearing
on August 21, 2000 to address the issue of appointing lead counsel. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

               Exhibit 10.6,  Purchase and Sale Contract between  Registrant and
               Galaxy  Investments,  Inc.,  an unrelated  Delaware  Corporation,
               effective March 27, 2000, regarding the sale of Linpro Park.

               Exhibit 10.7,  Purchase and Sale Contract between  Registrant and
               Pennsylvania  Realty  Group,  Inc.,  an  unrelated   Pennsylvania
               Corporation,  effective April 7, 2000,  regarding the sale of The
               Corners Apartments.

               Exhibit  10.8,  Amendment to Purchase and Sale  Contract  between
               Registrant  and  Pennsylvania  Realty  Group,  Inc., an unrelated
               Pennsylvania Corporation,  effective April 7, 2000, regarding the
               sale of The Corners Apartments.

               Exhibit  10.9,  Second  Amendment to Purchase  and Sale  Contract
               between  Registrant  and  Pennsylvania  Realty  Group,  Inc.,  an
               unrelated  Pennsylvania  Corporation,  effective  April 7,  2000,
               regarding the sale of The Corners Apartments.

               Exhibit  10.10,  Third  Amendment to Purchase  and Sale  Contract
               between  Registrant  and  Pennsylvania  Realty  Group,  Inc.,  an
               unrelated  Pennsylvania  Corporation,  effective  April 7,  2000,
               regarding the sale of The Corners Apartments.

               Exhibit 10.11,  Purchase and Sale Contract between Registrant and
               Chambers & Associates Commercial Real Estate Services, L.L.C., an
               unrelated  Kansas  limited  liability  company,  effective May 8,
               2000, regarding the sale of Metcalf Office Park.

               Exhibit  10.12,  Amendment to Purchase and Sale Contract  between
               Registrant  and  Chambers &  Associates  Commercial  Real  Estate
               Services,  L.L.C., an unrelated Kansas limited liability company,
               effective May 8, 2000, regarding the sale of Metcalf Office Park.

               Exhibit  10.13,  Second  Amendment to Purchase and Sale  Contract
               between  Registrant  and  Chambers & Associates  Commercial  Real
               Estate Services,  L.L.C.,  an unrelated Kansas limited  liability
               company,  effective  May 8, 2000,  regarding  the sale of Metcalf
               Office Park.

               Exhibit  10.14,  Third  Amendment to Purchase  and Sale  Contract
               between  Registrant  and  Chambers & Associates  Commercial  Real
               Estate Services,  L.L.C.,  an unrelated Kansas limited  liability
               company,  effective  May 8, 2000,  regarding  the sale of Metcalf
               Office Park.

               Exhibit  10.15,  Agreement of Purchase  Agreement and  Assumption
               between  Chambers & Associates  Commercial Real Estate  Services,
               L.L.C., and Metcalf  Associates-2000,  L.L.C., dated April 7,
               2000, regarding the sale of Metcalf Office Park.

               Exhibit 10.16,  Purchase and Sale Contract between Registrant and
               Housing  Systems,   Inc.,  an  unrelated   Georgia   Corporation,
               effective June 20, 2000, regarding the sale of Harbor Club Downs.

               Exhibit  10.17,  Amendment to Purchase and Sale Contract  between
               Registrant  and  Housing  Systems,  Inc.,  an  unrelated  Georgia
               Corporation,  effective  June  20,  2000,  regarding  the sale of
               Harbor Club Downs.

               Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to
               this report.

            b) Reports on Form 8-K:

               None filed during the quarter ended June 30, 2000.


<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    CENTURY PROPERTIES FUND XX

                                    By:   FOX PARTNERS III
                                          Its General Partner

                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Its Managing General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date:
<PAGE>



                                                                    Exhibit 10.6



                           PURCHASE AND SALE CONTRACT

                                     BETWEEN

                           CENTURY PROPERTIES FUND XX,

                        a California limited partnership

                                    AS SELLER

                                       AND

                            GALAXY INVESTMENTS, INC.,

                             a Delaware corporation

                                  AS PURCHASER


<PAGE>


                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the 27th day of January,  2000 (the "Effective  Date") by and between CENTURY
PROPERTIES FUND XX, a California limited partnership, having a principal address
at Tower Two, 2000 South  Colorado  Boulevard,  Suite 2-1000,  Denver,  Colorado
80222 ("Seller") and GALAXY INVESTMENTS, INC., a Delaware corporation,  having a
principal  address at 560 Herndon Parkway,  Suite 210,  Herndon,  Virginia 20170
("Purchaser").

NOW, THEREFORE WITNESSETH: That for and in consideration of mutual covenants and
agreements herein after set forth, Seller and Purchaser hereby agree as follows:

                                    RECITALS

R-1.  Seller  holds legal title to the real  estate  located in Fairfax  County,
Virginia, as more particularly described in Exhibit A attached hereto and made a
part hereof.  Improvements  have been  constructed on the property  described in
this Recital.

R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
improvements and certain associated property, defined below as the "Property" on
the terms and  conditions  set forth below,  (which terms and  conditions  shall
control  in the event of any  conflict  with these  Recitals),  such that on the
Closing Date (as  hereinafter  defined) the Property will be conveyed by limited
warranty or equivalent deed to Purchaser.

R-3. Purchaser has agreed to pay to Seller the Purchase Price for the Property,
and  Seller  has  agreed  to sell the  Property  to  Purchaser  on the terms and
conditions
set forth below.

R-4. Purchaser intends to make investigations regarding the Property, and
Purchaser's  intended uses of each of the Property as Purchaser  deems necessary
and desirable.

                                   ARTICLE 1
                                  DEFINED TERMS

1.1 Unless otherwise defined herein,  terms with initial capital letters in this
Purchase  Contract  shall have the  meanings  set forth in this Article 1 below.

1.1.1  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal holiday in the Commonwealth of Virginia.

1.1.2  "Closing"  means the  consummation  of the  purchase and sale and related
transactions contemplated by this Purchase Contract in accordance with the terms
and conditions of this Purchase Contract.

1.1.3  "Closing Date" means the date on which date the Closing of the conveyance
of the  Property is required to be held under the terms and  conditions  of this
Purchase  Contract and on which date full payment of the Purchase  Price for the
Property shall have been paid to and received by Seller in immediately available
U.S. funds.

1.1.4 "Commercial  Lease(s)" means the interest of Seller in and to
all leases, subleases and other occupancy agreements,  whether or not of record,
which  provide for the use or occupancy of space or facilities on or relating to
the Property and which are in force as of the Effective  Date for the applicable
Property.

1.1.5 "Excluded  Permits" means those Permits which, under applicable
law, are nontransferable and such other Permits as may be designated as Excluded
Permits on Exhibit 1.1.5, if any, attached hereto.

1.1.6 Intentionally Omitted.
1.1.7 "Fixtures and Tangible Personal  Property" means all fixtures,  furniture,
furnishings,  fittings, equipment,  machinery,  apparatus,  appliances and other
articles  of  tangible  personal  property  now  located  on the  Land or in the
Improvements  as of the date of this  Purchase  Contract  and used or  usable in
connection with any present or future occupation or operation of all or any part
of the Property.  The term  "Fixtures and Tangible  Personal  Property" does not
include  (i)  equipment  leased  by  Seller  and the  interest  of Seller in any
equipment  provided to the  Property for use, but not owned or leased by Seller,
or (ii)  property  owned or leased by Tenants  and  guests,  employees  or other
persons  furnishing  goods or services to the  Property  or (iii)  property  and
equipment  owned by Seller,  which in the  ordinary  course of  business  of the
Property is not used  exclusively  for the business,  operation or management of
the Property or (iv) the property and equipment, if any, expressly identified in
Exhibit1.1.7.

1.1.8 "Improvements"  means all buildings and improvements,  located on the Land
taken "as is".

1.1.9 "Land" means all of those certain tracts of land located in
the Commonwealth of Virginia described on Exhibit "A" attached hereto),  and all
rights, privileges and appurtenances pertaining thereto.

1.1.10  "Miscellaneous  Property  Assets"  means all  contract  rights,  leases,
concessions,  warranties, plans, drawings and other items of intangible personal
property  relating to the  ownership  or  operation of the Property and owned by
Seller,  excluding,  however,  (i) receivables,  (ii) Property Contracts,  (iii)
Commercial Leases, (iv) Permits,  (v) cash or other funds, whether in petty cash
or house "banks," or on deposit in bank accounts or in transit for deposit, (vi)
refunds, rebates or other claims, or any interest thereon, for periods or events
occurring  prior to the Closing  Date,  (vii) utility and similar  deposits,  or
(viii) insurance or other prepaid items or (ix) Seller's  proprietary  books and
records,  except to the extent  that  Seller  receives  a credit on the  closing
statement for any such item.

1.1.11  "Permits"  means  all  licenses  and  permits  granted  by  governmental
authorities  having  jurisdiction  over the Property in respect of the matter to
which the  applicable  license or permit applies and owned by Seller and used in
or relating to the ownership, occupancy or operation of the Property or any part
thereof not subject to a Commercial Lease.

1.1.12 "Permitted  Exceptions" means those exceptions or conditions permitted to
encumber the title to the Property in accordance  with the provisions of Section
6.2.

1.1.13  "Property"  means  the Land and  Improvements  and all  rights of Seller
relating to the Land and the  Improvements,  including without  limitation,  any
rights, title and interest of Seller, if any, in and to (i) any strips and gores
adjacent  to the Land and any land  lying  in the bed of any  street,  road,  or
avenue opened or proposed, in front of or adjoining the Land, to the center line
thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
the Property by reason of a change of grade of any street or highway;  (iii) all
of the easements,  rights, privileges, and appurtenances belonging or in any way
appertaining to the Property;  together with all Fixtures and Tangible  Personal
Property,  the  right,  if any and only to the  extent  transferable,  of Seller
issued to Property Contracts and Commercial Leases,  Permits other than Excluded
Permits and the Miscellaneous  Property Assets owned by Seller which are located
on the Property and used in its operation.

1.1.14 "Property Contracts" means all purchase orders, maintenance,  service, or
utility  contracts  and  similar  contracts,  which  relate  to  the  ownership,
maintenance,  construction  or repair and/or  operation of the Property,  except
Commercial Leases.

1.1.15 "Purchase  Contract" means this Purchase and Sale Contract by and between
Seller and Purchaser.

1.1.16 "Purchase Price" means the total  consideration to
be paid by Purchaser to Seller for the purchase of the Property.

1.1.17 "Survey"
shall have the meaning ascribed thereto in Section 6.12..

1.1.18 "Tenant" means
any person or entity  entitled  to occupy any  portion of the  Property  under a
Commercial Lease.

1.1.19 "Title  Commitment" or "Title  Commitments" shall have
the meaning  ascribed  thereto in Section 6.1.

1.1.20 "Title Insurer" shall have
the meaning set forth in Section 6.1.

                                   ARTICLE 2

                          PURCHASE AND SALE OF PROPERTY

2.1 Seller  agrees to sell and convey the  Property to Purchaser  and  Purchaser
agrees to purchase the Property from Seller,  in  accordance  with the terms and
conditions set forth in this Purchase Contract.

                                   ARTICLE 3

                            PURCHASE PRICE & DEPOSIT

3.1 The total purchase price  ("Purchase  Price") for the Property shall be Nine
Million Five Hundred  Thousand Dollars  ($9,500,000.00),  which shall be paid by
Purchaser, as follows:

3.1.1 On the date hereof,  Purchaser  shall deliver to  Commercial  Title Group,
Ltd. ("Escrow Agent" or the "Title Insurer") a deposit in the sum of One Hundred
Thousand and no/100 Dollars ($100,000.00),  in cash, (such sum being hereinafter
referred to and held as the  "Deposit").  Purchaser  and Seller each approve the
form of Escrow Agreement attached as Exhibit B.

3.1.2 On or  before  5:00 p.m.  Eastern  time on the date of  expiration  of the
Feasibility Period, provided Purchaser has not terminated this Purchase Contract
pursuant  to  Section  5.2 below,  Purchaser  shall  deliver to Escrow  Agent an
additional  deposit  in the  sum of One  Hundred  Thousand  and  no/100  Dollars
($100,000.00),   in  cash  (such  sum  being  hereinafter  referred  to  as  the
"Additional Deposit").

3.1.3 The Escrow  Agent shall hold the Deposit  and the  Additional  Deposit and
make delivery of the Deposit and the  Additional  Deposit to the party  entitled
thereto  under the terms  hereof.  Escrow Agent shall invest the Deposit and the
Additional Deposit in such short-term,  high-grade securities,  interest-bearing
bank accounts,  money market funds or accounts,  bank certificates of deposit or
bank repurchase  agreements as Escrow Agent, in its discretion,  deems suitable,
(provided that Escrow Agent shall invest the Deposit and the Additional  Deposit
as jointly  directed by Seller and Purchaser should Seller and Purchaser each in
their  respective  sole  discretion  determine  to issue such  joint  investment
instructions  to the Escrow  Agent) and all  interest and income  thereon  shall
become part of the Deposit and the  Additional  Deposit and shall be remitted to
the party  entitled  to the  Deposit and the  Additional  Deposit  (or  credited
against the Purchase Price), as set forth below.

3.1.4 If the sale of the  Property is closed by the date fixed  therefor (or any
extension date provided for by the mutual written consent of the parties hereto,
given or  withheld  in their  respective  sole  discretion),  monies held as the
Deposit and the Additional Deposit shall be applied to the Purchase Price on the
Date of  Closing.  If the sale of the  Property  is not closed by the date fixed
therefor  (or any such  extension  date) owing to failure of  satisfaction  of a
condition precedent to Purchaser's  obligations,  the Deposit and the Additional
Deposit  shall be returned and refunded to  Purchaser,  and neither  party shall
have any  further  liability  hereunder,  subject to and except for  Purchaser's
liability under Section 5.3.

3.1.5 If the sale of the  Property is not closed by the date fixed  therefor (or
any such extension  date) owing to failure of  performance by Seller,  Purchaser
shall be entitled to the remedies set forth in ARTICLE 12 hereof. If the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date)  owing to  failure  of  performance  by  Purchaser,  the  Deposit  and the
Additional  Deposit shall be forfeited by Purchaser and the sum thereof shall go
to Seller  forthwith as liquidated  damages for the lost  opportunity  costs and
transaction  expenses  incurred by Seller, as more fully set forth in ARTICLE 12
below.

                                   ARTICLE 4

                                    FINANCING

4.1  Purchaser  assumes full  responsibility  to  expeditiously  and  diligently
initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
settlement, and Purchaser's acquisition of such funds shall not be a contingency
to the Closing.

                                   ARTICLE 5

                               FEASIBILITY PERIOD

5.1 Subject to the terms of Section 5.3 below,  for thirty  (30)  calendar  days
following the Effective Date (i.e.,  through  February 29, 2000 if the Effective
Date is January 19, 2000,  but in no event later than February 25, 2000 from the
date hereof through March 6, 2000 (the "Feasibility Period"), Purchaser, and its
agents,   contractors,    engineers,   surveyors,   attorneys,   and   employees
("Consultants")  shall  have  the  right  from  time to time to  enter  onto the
Property, and Seller shall use reasonable efforts to cooperate with Purchaser:

5.1.1 To conduct and make any and all customary studies, tests, examinations and
inspections,  or investigations of or concerning the Property (including without
limitation,  engineering  and  feasibility  studies,  evaluation of drainage and
flood  plain,  soil tests for bearing  capacity  and  percolation  and  surveys,
including topographical surveys).

5.1.2 To confirm any and all matters which  Purchaser may  reasonably  desire to
confirm  with  respect to the  Property.

5.1.3 To  ascertain  and  confirm  the
suitability of the property for  Purchaser's  intended use of the Property other
than Seller's proprietary information,  including, without limitation,  auditing
the Property  books and records.

5.1.4 To review all Materials (as  hereinafter
defined).  During the Feasibility Period,  Seller will also furnish to Purchaser
such  additional  information  in  Seller's  possession  or control  (other than
Seller's  proprietary  information)  which Purchaser may reasonably request with
respect to the Property, or the operations of the Property.

5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.,
5.1.2,  5.1.3 and 5.14 above appear  unsatisfactory to Purchaser for any reason,
then  Purchaser  shall have the right to  terminate  this  Purchase  Contract by
giving  written  Notice to that  effect to Seller and Escrow  Agent on or before
5:00 p.m. EST on or before the date of expiration of the Feasibility  Period. If
Purchaser  exercises  such right to  terminate,  this  Purchase  Contract  shall
terminate  and be of no  further  force and  effect,  subject  to and except for
Purchaser's liability under Section 5.3, and then promptly return the Deposit to
Purchaser.  If  Purchaser  fails  to  provide  Seller  with  written  Notice  of
cancellation  prior to the end of the  Feasibility  Period in strict  accordance
with the Notice  provisions of this Purchase  Contract,  this Purchase  Contract
shall remain in full force and effect and Purchaser's obligation to purchase the
Property shall be non-contingent and unconditional  except only for satisfaction
of the conditions  expressly stated to be conditions  precedent to this Purchase
Contract.

5.3 Purchaser  shall indemnify and hold Seller harmless for any actions taken by
Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend
(with  attorneys  selected by Seller) and hold Seller  harmless from any and all
claims,  damages,  costs and  liability  which  may  arise due to such  entries,
surveys,  tests,  investigations  and the like.  Seller  shall  have the  right,
without  limitation,   to  disapprove  any  and  all  entries,  surveys,  tests,
investigations  and the like that in their  reasonable  judgment would result in
any injury to the Property or breach of any  agreement,  or expose Seller to any
liability,  costs, liens or violations of applicable law, or otherwise adversely
affect the Property or Seller's  interest  therein.  No consent by the Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore the Property
to the same condition existing  immediately prior to Purchaser's exercise of its
rights  pursuant  to this  ARTICLE  5 at  Purchaser's  sole  cost  and  expense.
Purchaser shall maintain casualty  insurance and comprehensive  public liability
insurance with broad form contractual and personal injury liability endorsements
with respect to the Property and Purchaser's  activities carried on therein,  in
amounts (including deductible amounts) and with such insurance carriers as shall
be approved  by Seller and naming  Seller and its  affiliates  as loss payees or
additional insureds (at the option of Seller),  with endorsements  acceptable to
Seller,  including a waiver of  defenses of the insurer  based on the actions or
inaction of Purchaser (which  insurance must be reasonably  approved by Seller).
Such liability  insurance shall provide coverages of not less than $1,000,000.00
for injury or death to any one person and  $1,500,000.00  for injury or death to
more than one person and $500,000.00 with respect to property  damage,  by water
or  otherwise).  The  provisions  of this Section  shall  survive the Closing or
termination  of this  Purchase  Contract.

5.4  Purchaser  shall not  permit any
mechanic's or  materialman's  liens or any other liens to attach to the Property
by reason of the  performance  of any work or the  purchase of any  materials by
Purchaser or any other party in connection  with any studies or tests  conducted
by or for  Purchaser.  Purchaser  shall give notice to Seller a reasonable  time
prior to entry onto the  Property,  shall  deliver  proof of insurance  coverage
required  above to Seller  and  shall  permit  Seller  to have a  representative
present during all investigations and inspections  conducted with respect to the
Property.  Purchaser  shall  take  all  reasonable  actions  and  implement  all
protections  necessary to ensure that all actions taken in  connection  with the
investigations and inspections of the Property, and all equipment, materials and
substances generated,  used or brought onto the Property pose no material threat
to the safety of persons or the  environment and cause no damage to the Property
or other property of Seller or other persons.  All information made available by
Seller to Purchaser in  accordance  with this  Purchase  Contract or obtained by
Purchaser in the course of its  investigations  shall be treated as confidential
information by Purchaser,  and Purchaser shall only divulge such  information to
its  Consultants,  agents  and  employees,  and any  third  parties  engaged  by
Purchaser as  reasonably  necessary  for the limited  purpose of  analyzing  and
investigating  such  information for the purpose of consummating the transaction
contemplated  by this Purchase  Contract,  including  Purchaser's  attorneys and
representatives, prospective lenders and engineers.

5.5 Seller shall  deliver to Purchaser  within three (3) calendar  days from the
Effective Date copies of all leases,  including all Commercial Leases and a rent
roll,  contracts,  Property Contracts,  engineering  studies,  surveys and other
materials   described  on  Exhibit  5.5  attached  hereto   (collectively,   the
"Materials") in Seller's  possession or control  relating to the Property (other
than  proprietary  information  of Seller).  If the sale of the  Property is not
closed by the date fix therefor, Purchaser shall, within ten (10) calendar days,
return all such Materials to Seller.

                                   ARTICLE 6

                                      TITLE

6.1 Purchaser  shall promptly  secure a commitment  for title  insurance for the
Property in an amount equal to the Purchase Price ("Title  Commitment,")  issued
by Commercial Title Group, Ltd. ("Title Insurer") for an owner's title insurance
policy on the most recent  standard  American  Land Title  Association  ("ALTA")
Policy form,  together  with legible  copies of all  instruments  identified  as
exceptions  therein and shall  cause a copy  thereof to be  delivered  to Seller
during  the  Feasibility  Period.  Purchaser  agrees  that it  shall  be  solely
responsible  for  payment  of all costs  relating  to  procurement  of the Title
Commitment,  Owner title policy and new survey or Survey update,  but each party
shall be  responsible  for its own legal fees,  consultant  fees and  inspection
costs. In addition,  Purchaser agrees to pay the  cancellation  fees of Fidelity
National Title Company in an amount not to exceed $700.00, for title work on the
Property  previously  ordered by Seller.

6.2 Purchaser agrees to accept title to
the Land and  Improvements,  so long as the same is insurable at ordinary  rates
and any conveyance by special  warranty deed or equivalent deed pursuant to this
Purchase  Contract shall be subject to the following,  which must be approved by
Purchaser during the Feasibility Period, all of which shall be deemed "Permitted
Exceptions" and Purchaser agrees to accept the deed and title subject thereto:

6.2.1 All exceptions shown in the Title Commitment  (other than mechanics' liens
and taxes due and payable in respect of the period  preceding  Closing)  and all
exceptions  noted in  Exhibit  6.2.1  attached  hereto;  and

6.2.2 The rights of
Tenants,  as Tenants only, under all Commercial  Leases;  and

6.2.3 All Property
Contracts and any other  existing  contracts  created in the ordinary  course of
business by Seller, which are not identified for termination by Purchaser during
the  Feasibility  Period;  and

6.2.4  Real  estate  and  property  taxes for the
calendar  year in which  closing  occurs to the extent not due and payable;  and

6.2.5 Intentionally deleted.

6.3 The  existence  of other  mortgages,  liens,  or  encumbrances  shall not be
objections to title,  provided that properly executed  instruments in recordable
form  necessary  to satisfy and remove the same of record are  delivered  to the
Purchaser  at Closing or, in the  alternative,  with  respect to any mortgage or
deed of trust liens, that payoff letters from the holder of the mortgage or deed
of trust liens shall have been  delivered to and  accepted by the Title  Insurer
(sufficient  to remove the same from the policy issued at Closing),  together in
either case, with recording and/or filing fees.

6.4 Unpaid liens for taxes,  charges, and assessments shall not be objections to
title,  but the amount  thereof plus  interest and  penalties  thereon  shall be
deducted  from the  Purchase  Price to be paid for the  Property  hereunder  and
allowed to Purchaser,  subject to the provisions for  apportionment of taxes and
charges contained in ARTICLE 7 herein.

6.5 Unpaid  franchise or business  corporation  taxes of any corporations in the
chain of title  shall  not be an  objection  to title,  provided  that the Title
Insurer  agrees to insure  against  collection  out of the property or otherwise
against Purchaser or its affiliates, and provided further that the Title Insurer
agrees to omit such taxes as exceptions to coverage with respect to any lender's
mortgagee insurance policy.

6.6   Intentionally deleted;
6.7 If on the Closing Date, the state of title is other than in accordance  with
the requirements  set forth in this Purchase  Contract or if any condition to be
fulfilled by Seller shall not be satisfied,  Purchaser shall provide Seller with
written  Notice  thereof at such time,  or such title  objection or  unfulfilled
condition shall be deemed disapproved by Purchaser.  Seller, at its sole option,
and upon notice to  Purchaser,  may elect to cure any  objection or  unfulfilled
condition.  If Seller makes such election, then Purchaser and Seller shall delay
the  closing for a  reasonable  period of time for Seller to cure any such title
objection, such period not to exceed thirty (30) calendar days. Should Seller be
able to cure such  title  objection  or  condition  by the  Closing  Date or any
postponed  Closing Date, or should  Purchaser  waive such objection or condition
within  such  period for cure,  then the  Closing  shall take place on or before
thirty (30) calendar days after Notice of such cure or waiver.

6.8 If during  the  period of cure  Seller is unable or  unwilling,  in its sole
discretion  or  opinion,  to  eliminate  such title  objection  or satisfy  such
unfulfilled  condition,  Seller shall give Purchaser written Notice thereof, and
if Purchaser does not waive such objection by written Notice delivered to Seller
and the title  company  issuing  the  Title  Commitment  on or before  Seven (7)
calendar days  following  the date Seller gives such Notice,  then this Purchase
Contract  shall  automatically  terminate  and the parties  hereto shall have no
further obligations to each other, except for Purchaser's  obligations  pursuant
to Section 5.3 above, and the Deposit and the Additional  Deposit (if then paid)
shall be immediately returned to Purchaser.

6.9 Seller  covenants that it will not  voluntarily  create or cause any lien or
encumbrance to attach to the Property between the date of this Purchase Contract
and the Closing Date (other than Commercial  Leases and Property  Contracts that
have been  approved in writing by Purchaser  in the ordinary  course of business
with Purchaser's  prior written  consent,  which consent may not be unreasonably
withheld,  conditioned  or delayed;  any such  monetary lien or  encumbrance  so
attaching by voluntary  act of Seller  shall be  discharged  by the Seller at or
prior to Closing on the Closing Date or any  postponed  Closing  Date. If during
the Feasibility Period Purchaser unreasonably disapproves of any proposed action
in connection with Commercial  Leases (as determined by Seller in its reasonable
discretion),  Seller shall have the option to terminate  this Purchase  Contract
upon five (5) days written notice to Purchaser. Upon Purchaser's receipt of such
termination  notice,  Purchaser  shall  have the  right  to  either  accept  the
termination (in which case the Deposit and Additional  Deposit shall be returned
to Purchaser and neither party shall have any obligation to the other, except as
expressly  set forth  herein  for  provisions  which  survive  termination),  or
Purchaser may approve the proposed  action (which was  previously  disapproved),
and permit the  Purchase  Contract  to  continue.  If notice of  approval of the
proposed  action  is  not  delivered  to  Seller  within  five  (5)  days  after
Purchaser's receipt of the termination notice, Purchaser shall be deemed to have
accepted  Seller's  termination.  Seller shall not have the  foregoing  right of
termination after the expiration of the Feasibility Period.  Except as expressly
provided  above  and in  Section  8.1.1.12,  Seller  shall  not be  required  to
undertake  efforts to remove any other  lien,  encumbrance,  security  interest,
exception,  objection  or  other  matter,  to make any  expenditure  of money or
institute  litigation or any other  judicial or  administrative  proceeding  and
Seller may elect not to discharge the same.

6.10  Anything to the  contrary  notwithstanding,  Purchaser  shall not have any
right to terminate  this Purchase  Contract or object to any lien,  encumbrance,
exception or other matter that is a Permitted Exception, that has been waived or
deemed to have been approved in writing by Purchaser.

6.11  Intentionally deleted.
6.12 Seller shall deliver to Purchaser a copy of the survey prepared by Dewberry
& Davis in  March  1999  ("Survey").  Purchaser  at  Purchaser's  sole  cost and
expense,  may cause to be  prepared  an update of the Survey or, at  Purchaser's
sole cost and expense,  a new survey, and Purchaser may at Purchaser's sole cost
and  expense,  cause to be prepared  an  environmental  report for the  Property
("Environmental Report").

6.12.1  Purchaser  shall  have the right to object  to any  matter  shown on the
Survey within the Feasibility Period in accordance with the procedures set forth
in ARTICLE 5 and 6 above.

6.12.2 Pursuant to the payment terms of Section 6.1 hereof,  Purchaser agrees to
make payment in full of all costs of  obtaining  any update to the Survey or any
new  survey  required  by  this  Purchase  Contract  on  or  before  Closing  or
termination of this Purchase Contract.

                                   ARTICLE 7

                                     CLOSING

7.1 Dates,  Places Of Closing,  Prorations,  Delinquent  Rent and Closing Costs.
7.1.1 The Closing  shall occur no later than thirty (30) calendar days after the
expiration  of the  Feasibility  Period,  through an escrow with  Escrow  Agent,
whereby the Seller, Purchaser and their attorneys need not be physically present
at the  Closing and may  deliver  documents  to Escrow  Agent by  overnight  air
courier, U.S. mail or other means.

7.1.2 The Closing Date may be extended  without  penalty at the option of Seller
to a date not later than thirty (30) days  following the Closing Date  specified
above to satisfy a condition to be satisfied by Seller, or such later date as is
mutually  acceptable  to Seller  and  Purchaser.  Provided  Purchaser  is not in
default of the terms  hereunder,  Purchaser  may extend the Closing  Date at its
option,  for any reason or for no reason,  to a date not later than  thirty (30)
days  following the Closing Date,  upon  Purchaser's  advance  written notice to
Seller to exercise such option and Purchaser's delivery of an additional deposit
in the amount of One Hundred Thousand Dollars  ($100,000.00) by 5:00 p.m. E.S.T.
at the end of the Feasibility Period,  which amount shall be added to the sum of
the Initial Deposit and Additional  Deposit and shall be subject to the terms of
Sections 3.1.3, 3.1.4 and 3.1.5 hereof.

7.1.3  All  normal  and  customarily   proratable  items,   including,   without
limitation,  Rents (as defined below),  operating  expenses,  personal  property
taxes,  other operating  expenses and fees,  shall be prorated as of the Closing
Date,  Seller  being  charged  or  credited,  as  appropriate,  for  all of same
attributable  to the period up to the Closing Date (and credited for any amounts
paid by Seller  attributable  to the  period on or after the  Closing  Date,  if
assumed by  Purchaser)  and  Purchaser  being  responsible  for, and credited or
charged,  as the case may be, for all of same  attributable to the period on and
after the Closing Date. All unapplied  deposits under Tenant leases and interest
earned  thereon,  if any,  shall be  transferred  by Seller to  Purchaser at the
Closing.  Seller shall pay at Closing any accrued but unpaid tenant  improvement
allowances and l easing  commissions  under Commercial  Leases executed prior to
the  Effective  Date.  Purchaser  shall  assume  or pay at  Closing  any  tenant
improvement  allowances and leasing commissions under Commercial Leases approved
in writing by Purchaser and executed after the Effective Date, together with any
payments due parties  under the  Property  Contracts  assumed by  Purchaser  and
approved  in writing  by  Purchaser,  provided  all of the  foregoing  have been
prorated.  Any real estate ad valorem or similar taxes for the Property,  or any
installment of assessments  payable in installments which installment is payable
in the calendar year of Closing, shall be prorated to the date of Closing, based
upon actual days involved.  The proration of real property taxes or installments
of assessments  shall be based upon the assessed  valuation and tax rate figures
for the year in which the Closing  occurs to the extent the same are  available;
provided,  that in the event that actual figures (whether for the assessed value
of the  Property or for the tax rate) for the year of Closing are not  available
at the  Closing  Date,  the  proration  shall  be made  using  figures  from the
preceding year. The proration shall be final and unadjustable except as provided
in the following paragraph. For purposes of this Section 7.1.3 and Section 7.1.4
and 7.1.5 the terms "Rent" and "Rents" shall include,  without limitation,  base
rents,  additional rents,  percentage rents and common area maintenance charges.
The provisions of this Section 7.1.3 shall apply during the Proration Period (as
defined below).

7.1.4 If any of the items subject to proration hereunder cannot
be prorated at the Closing  because the  information  necessary  to compute such
proration is unavailable,  or if any errors or omissions in computing prorations
at the Closing are discovered subsequent to the Closing, then such item shall be
reapportioned  and such errors and  omissions  corrected as soon as  practicable
after the Closing Date and the proper party  reimbursed,  which obligation shall
survive the Closing for a period (the "Proration  Period") from the Closing Date
until sixty (60) days after the Closing Date;  provided,  however, the Proration
Period for prorating  property  taxes shall continue until sixty (60) days after
the tax bills for the applicable period are received. Neither party hereto shall
have the right to require a recomputation of a Closing proration or a correction
of an error or  omission  in a Closing  proration  unless  within the  Proration
Period one of the parties  hereto (i) has  obtained the  previously  unavailable
information or has  discovered the error or omission,  and (ii) has given Notice
thereof to the other party together with a copy of its good faith  recomputation
of the  proration  and  copies of all  substantiating  information  used in such
recomputation.  The  failure  of a party to obtain  any  previously  unavailable
information  or discover an error or omission with respect to an item subject to
proration  hereunder  and to give Notice  thereof as provided  above  within the
Proration  Period shall be deemed a waiver of its right to cause a recomputation
or a  correction  of an error or  omission  with  respect to such item after the
Closing Date.

7.1.5 If on the Closing Date any Tenant is in arrears in any Rent payment  under
any Tenant  lease (the  "Delinquent  Rent"),  any  Delinquent  Rent  received by
Purchaser  and Seller from such Tenant  after the Closing  shall be prorated and
applied to amounts due and payable by such Tenant during the  following  periods
in the following  order of priority:  (i) first, to the period of time after the
Closing Date, and (ii) second, to the period of time before the Closing Date. If
Delinquent Rent or any portion  thereof  received by Purchaser after the Closing
are due and  payable  to the  other  party by  reason  of this  allocation,  the
appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
and costs and expenses expended in connection with the collection thereof, shall
be promptly paid to the other party. Any monies received by Seller after Closing
shall be forwarded to Purchaser for disbursement in accordance with the order of
payment provided herein above. After the Closing,  Seller shall continue to have
the right, but not the obligation,  in its own name, to demand payment of and to
collect Delinquent Rent owed to Seller by any Tenant, which right shall include,
without  limitation,  the  right  to  continue  or  commence  legal  actions  or
proceedings  against any Tenant  (provided,  that Seller  shall not commence any
legal actions or proceedings  against any Tenant which  continues as a Tenant at
the Property  after Closing  without the prior consent of Purchaser,  which will
not be unreasonably  withheld or delayed and provided further,  in no event will
Purchaser be deemed to have acted unreasonably if it doesn't consent to eviction
proceedings  against  Tenant),  and the delivery of the Assignment as defined in
Section 7.2.1.3 shall not constitute a waiver by Seller of such right. Purchaser
agrees  to  cooperate  with  Seller  at no cost or  liability  to  Purchaser  in
connection  with all efforts by Seller to collect  such  Delinquent  Rent and to
take all steps, whether before or after the Closing Date, as may be necessary to
carry out the intention of the foregoing,  including,  without  limitation,  the
delivery  to  Seller,  within  seven (7) days  after a written  request,  of any
relevant books and records  (including,  without  limitation,  rent  statements,
receipted  bills and copies of tenant checks used in payment of such rent),  the
execution of any and all consents or other documents, and the undertaking of any
act reasonably  necessary for the collection of such  Delinquent Rent by Seller;
provided, however, that Purchaser's obligation to cooperate with Seller pursuant
to this sentence shall not obligate Purchaser to terminate any Tenant lease with
an  existing  Tenant  or  evict  any  existing  Tenant  from the  Property.  The
provisions of this Section 7.1.5 shall apply during the Proration Period.

7.1.6
Seller shall pay the Virginia Grantor's tax. Purchaser shall pay the cost of all
other transfer taxes (including,  without limitation,  the state recordation tax
and the Fairfax  County  recordation  tax),  excise  taxes,  recordation  taxes,
grantor's  taxes,  and recording  costs with respect to the Closing.  Seller and
Purchaser  shall share equally in the costs of the Escrow Agent for escrow fees,
and each party shall pay for its own legal fees.

7.2   Items To Be Delivered Prior To Or At Closing.
7.2.1  Seller.  At  Closing,  Seller  shall  deliver to  Purchaser,  each of the
following  items,  all  of  which  shall  constitute   conditions  precedent  to
Purchaser's obligation to close hereunder:

7.2.1.1  Special  Warranty  deed in the form  attached  as  Exhibit  7.2.1.1  to
Purchaser.  The  acceptance  of the deed at Closing,  shall be deemed to be full
performance  of, and  discharge of, every  agreement and  obligation on Seller's
part to be performed  under this Purchase  Contract,  except for those that this
Purchase Contract specifically provides shall survive Closing.

7.2.1.2 A Bill of Sale  without  recourse or  warranty  in the form  attached as
Exhibit 7.2.1.2  covering all Property  Contracts,  Commercial  Leases,  Permits
(other than  Excluded  Permits)  and Fixtures  and  Tangible  Personal  Property
required to be transferred to Purchaser with respect to such Property. Purchaser
shall  countersign  the  same  so as  to  effect  an  assumption  by  Purchaser,
including, without limitation, of Seller's obligations thereunder.

7.2.1.3 An Assignment (to the extent assignable and in force and effect) without
recourse or warranty in the form attached as Exhibit  7.2.1.3 of all of Seller's
right, title and interest in and to the Miscellaneous  Property Assets,  subject
to any required  consents.  Purchaser shall countersign the same so as to effect
an  assumption  by  Purchaser,   including,   without  limitation,  of  Seller's
obligations thereunder.

7.2.1.4     A closing statement executed by Seller.

7.2.1.5 A vendor's affidavit,  in the form set forth on Exhibit 7.2.1.5 attached
hereto,  to enable Title Insurer to delete the standard  exceptions to the title
insurance  policy  set  forth in this  Purchase  Contract  (other  than  matters
constituting  any Permitted  Exceptions and matters which are to be completed or
performed post-Closing) to be issued pursuant to the Title Commitments; provided
that such affidavit does not subject Seller to any greater liability,  or impose
any additional  obligations,  other than as set forth in this Purchase Contract;
and

7.2.1.6 A certification of Seller's  non-foreign  status pursuant to Section
1445 of the Internal Revenue Code of 1986, as amended.

7.2.1.7 A rent roll certified to the best of Seller's knowledge,  to be true and
correct as of the date of  Closing.

7.2.1.8  Original  notice of sale  letters,
executed by Seller in form and substance  satisfactory  to  Purchaser,  advising
Tenants under the Commercial Leases of the sale of the Property to Purchaser and
directing that all rents and other payments  thereafter  becoming due be sent to
Purchaser or as Purchaser  may direct.

7.2.1.9  Except for the items  expressly
listed above to be delivered at Closing,  delivery of any other  required  items
shall be deemed made by Seller to Purchaser,  if Seller leaves such documents at
the  Property  in  their  customary  place  of  storage  or in  the  custody  of
Purchaser's representatives.

7.2.1.10 To the extent in Seller's possession or control, original copies of the
Commercial  Leases and Property  Contracts,  lease files,  keys to the property,
Seller's books and records (other than  proprietary  information)  regarding the
Property,  and  original  copies of the  tenant  estoppels.  To the  extent  any
deposits  are in a form  other  than  cash,  if  any,  such  deposits  shall  be
transferred by Seller to Purchaser at Closing in a manner reasonably  acceptable
to  Purchaser.

7.2.1.11  An  original  resolution  of  Seller  authorizing  the
execution of this  Purchase  Contract,  the  conveyance  documents and all other
documents to be executed by Seller and the  performance by Seller  hereunder and
thereunder together with a good standing certificate of Seller.

7.2.2 Purchaser.  At Closing,  Purchaser shall deliver to the Title Company (for
disbursement to Seller upon the Closing) the following items with respect to the
Property being conveyed at such Closing:

7.2.2.1  The full  Purchase  Price as required by ARTICLE 3 hereof plus or minus
the adjustments or prorations required by this Purchase Contract.  If at Closing
there are any liens or  encumbrances on the Property that Seller is obligated or
elects to pay and  discharge,  Seller may use any portion of the Purchase  Price
for the  Property(s)  to  satisfy  the same,  provided  that  Seller  shall have
delivered to Title  Company,  on such Closing  instruments  in  recordable  form
sufficient  to satisfy  such liens and  encumbrances  of record  (or,  as to any
mortgages or deeds of trust, appropriate payoff letters, acceptable to the Title
Insurer), together with the cost of recording or filing such instruments.

7.2.2.2     A closing statement executed by Purchaser.

7.2.2.3 A countersigned  counterpart of the Bill of Sale in the form attached as
Exhibit 7.2.1.2.

7.2.2.4 A  countersigned  counterpart  of the Assignment in the form attached as
Exhibit 7.2.1.3.

7.2.2.5 Such other instruments,  documents or certificates as are required to be
delivered by Purchaser to Seller in accordance with any of the other  provisions
of this Purchase Contract.

                                   ARTICLE 8

         REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF SELLER AND PURCHASER

8.1  Representations,  Warranties and Covenants Of Seller.

8.1.1 For the purpose
of inducing Purchaser to enter into this Purchase Contract and to consummate the
sale and purchase of the Property in accordance herewith,  Seller represents and
warrants to  Purchaser  the  following  as of the  Effective  Date and as of the
Closing Date:

8.1.1.1  Seller is lawfully and duly  organized,  and in good standing under the
laws of the state of its  formation  set forth in the initial  paragraph of this
Purchase Contract;  and has or at the Closing shall have the power and authority
to sell and convey the Property  and to execute the  documents to be executed by
Seller and prior to the Closing will have taken as  applicable,  all  corporate,
partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Purchase  Contract,  and the  consummation of
the transactions  contemplated by this Purchase Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms,  conditions or provisions of, or constitute a default
under,  any  Purchase  Contract to which Seller is a party or by which Seller is
otherwise  bound.  Seller has not made any other Purchase  Contract for the sale
of, or given any other person the right to  purchase,  all or any part of any of
the  Property;

8.1.1.2  Seller  owns  insurable,  fee  title  to the  Property,
including all real property  contained therein required to be sold to Purchaser,
subject  only  to the  Permitted  Exceptions  (provided,  however,  that if this
representation  is or becomes untrue,  Purchaser's  remedies shall be limited to
the  remedies  set forth in Section  6.7  hereof and Seller  shall have no other
liability as a result thereof,  either before or after  Closing);

8.1.1.3 There
are no  adverse or other  parties  in  possession  of the  Property,  except for
occupants,  guests and tenants under the Commercial Leases  (provided,  however,
that if this representation is or becomes untrue,  Purchaser's remedies shall be
limited to the remedies set forth in Section 6.7 hereof).

8.1.1.4 Seller has all
necessary  right and  authority to convey and assign to  Purchaser  all contract
rights  and  warranties  required  to be  conveyed  and  assigned  to  Purchaser
hereunder;

8.1.1.5 Purchaser has no duty to collect withholding taxes for Seller
pursuant to the Foreign  Investors  Real  Property Tax Act of 1980,  as amended;

8.1.1.6 To Seller's knowledge, there are no actions, proceedings,  litigation or
governmental investigations or condemnation actions either pending or threatened
against the  Property,  as  applicable;

8.1.1.7  Seller has no knowledge of any
claims  for  labor  performed,  materials  furnished  or  services  rendered  in
connection  with  constructing,  improving or repairing any of the Property,  as
applicable,  caused by Seller and which remain  unpaid beyond the date for which
payment was due and in respect of which liens may or could be filed  against any
of the Property, as applicable;

8.1.1.8 To the best of Seller's knowledge, as of
the date of the  Agreement  there are no leases,  subleases,  licenses  or other
rental  agreements or occupancy  agreements  (written or verbal) which grant any
possessory interest in and to any space situated on or in any of the Property or
that  otherwise  give rights  with  regard to use of any  portions of any of the
Property  other than the  Commercial  Leases  delivered  pursuant  to Article 5;

8.1.1.9 To the best of Seller's  knowledge,  neither the  entering  into of this
Purchase  Contract nor the consummation of the transaction  contemplated  hereby
will  constitute  or result in a violation or breach by Seller of any  judgment,
order, writ, injunction or decree issued against or imposed upon it.

8.1.1.10 To
the best of Seller's knowledge, Seller has not received written notice: (a) from
any federal,  state,  county or municipal  authority alleging any material fire,
health, safety, building, pollution, environmental, zoning or other violation of
law in  respect  of  the  Property  or  any  part  thereof,  including,  without
limitation,  the occupancy or operation  thereof,  which has not been corrected;
(b)  concerning  the  possible or  anticipated  condemnation  of any part of the
Property,  or the  widening,  change of grade or  limitation  on use of  streets
abutting the same or concerning any special taxes or assessments levied or to be
levied  against the Property or any part thereof;  (c)  concerning any change in
the zoning classification of the Property or any part thereof.

            Pursuant to the  foregoing,  if any such notice is received prior to
the Closing, Seller shall promptly notify Purchaser thereof.

8.1.1.11 After the
expiration  of the  Feasibility  Period,  Seller  shall  continue to operate and
maintain the Property in  accordance  with  Seller's  past  practices.  Provided
Purchaser is not in default of the terms of this  Purchase  Contract,  after the
expiration of the  Feasibility  Period until the Closing,  Seller will not enter
into any agreements which survive the Closing Date without  Purchaser's  written
consent,   which  consent  may  be  granted  or  withheld  in  Purchaser's  sole
discretion.  Provided  Purchaser is not in default of the terms of this Purchase
Contract,  after the  expiration  of the  Feasibility  Period until the Closing,
Seller  shall not permit the  modification,  alteration,  amendment,  extension,
renewal,  termination  or  cancellation  of  any  Commercial  Lease  (except  in
accordance  with the terms of such  Commercial  Lease) without the prior written
consent of Purchaser,  which  consent may be granted or withheld in  Purchaser's
sole discretion.

8.1.1.12 If Seller receives  written notice from any federal,  state,  county or
municipal  authority  alleging  any  violation of law in respect of the Property
which has not previously been remedied, Seller agrees to use diligent efforts to
remedy such violation;  provided,  however, that Seller shall not be required to
expend more than Ten Thousand  Dollars  ($10,000.00)  in the aggregate under the
foregoing covenant.

8.1.2 Except for the representations and warranties expressly set forth above in
Subsection  8.1.1, the Property is expressly  purchased and sold "AS IS," "WHERE
IS," and "WITH ALL FAULTS." The Purchase  Price and the terms and conditions set
forth herein are the result of arm's-length bargaining between entities familiar
with transactions of this kind, and said price, terms and conditions reflect the
fact that  Purchaser  shall have the  benefit  of, and is not  relying  upon any
information  provided  by Seller or Broker  or  statements,  representations  or
warranties,  express or implied,  made by or enforceable directly against Seller
or Broker,  including,  without  limitation,  any  relating  to the value of the
Property,  the physical or environmental  condition of the Property,  any state,
federal,  county or local law,  ordinance,  order or permit; or the suitability,
compliance or lack of compliance  of the Property  with any  regulation,  or any
other  attribute  or matter  of or  relating  to the  Property  (other  than any
covenants  of title  contained  in the  deeds  conveying  the  Property  and the
representations set forth above).  Purchaser  represents and warrants that as of
the date hereof and as of the Closing  Date,  it has and shall have reviewed and
conducted  such  independent  analyses,  studies,  reports,  investigations  and
inspections as it deems  appropriate in connection with the Property.  If Seller
provides or has provided any documents,  summaries,  opinions or work product of
consultants,  surveyors,  architects,  engineers, title companies,  governmental
authorities  or any  other  person  or  entity  with  respect  to the  Property,
including,  without limitation,  the Offering prepared by Broker,  Purchaser and
Seller agree that Seller has done so or shall do so only for the  convenience of
both  parties,  Purchaser  shall not rely  thereon and the reliance by Purchaser
upon any such documents, summaries, opinions or work product shall not create or
give rise to any liability of or against Seller, Seller's partners or affiliates
or  any  of  their  respective  partners,  officers,  directors,   participants,
employees,  contractors,   attorneys,  consultants,   representatives,   agents,
successors, assigns or predecessors-in-interest.  Purchaser shall rely only upon
any title insurance obtained by Purchaser with respect to title to the Property.
Purchaser  acknowledges and agrees that no  representation  has been made and no
responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
applicable  zoning  or  building  code  requirements  or the  compliance  of the
Property with any other laws,  rules,  ordinances or regulations,  the financial
earning  capacity  or  expense  history of the  Property,  the  continuation  of
contracts,  continued occupancy levels of the Property,  or any part thereof, or
the continued occupancy by tenants of any Commercial Leases or, without limiting
any of the foregoing, occupancy at Closing, except as otherwise expressly stated
in this Agreement.  Prior to Closing,  Seller shall have the right,  but not the
obligation, to enforce its rights against any and all Property occupants, guests
or tenants.  Except as otherwise  set forth  herein,  Purchaser  agrees that the
departure  or removal,  prior to Closing,  of any of such  guests,  occupants or
tenants  shall not be the basis for, nor shall it give rise to, any claim on the
part of Purchaser,  nor shall it affect the  obligations of Purchaser under this
Purchase Contract in any manner whatsoever;  and Purchaser shall close title and
accept  delivery  of the deed with or without  such  tenants in  possession  and
without any  allowance or reduction  in the Purchase  Price under this  Purchase
Contract.  Purchaser  hereby  releases  Seller  from  any  and  all  claims  and
liabilities  relating to the  foregoing  matters,  except as provided in Section
8.1.3 below.

8.1.3 Seller and Purchaser agree that those representations contained in Section
8.1 shall survive  Closing for a period of One (1) year (that is, any proceeding
based on the breach of a  representation  contained in Section 8.1 that survives
Closing must be  commenced  within One (1) year  subsequent  to the date of such
representation). Seller agrees that if prior to the Closing Seller becomes aware
that any  representation  or warranty  contained in Section 8.1 becomes  untrue,
Seller  agrees to provide  Purchaser  with written  notice  thereof (the "Seller
Breach  Notice") on a timely basis,  and Purchaser shall have seven (7) calendar
days after  receipt of the Seller's  Breach  Notice to terminate  this  Purchase
Contract.  If Purchaser does not provide a written  termination notice to Seller
within such seven (7) day period,  Purchaser  shall be deemed to have waived any
right of termination in connection therewith.  If Purchaser elects to close this
Purchase Contract after receipt of any Seller Breach Notice,  Purchaser shall be
deemed to have waived any right of recovery  against  Seller in connection  with
such breach. In the event that Seller breaches any  representation  contained in
Section 8.1 and  Purchaser had knowledge of such breach prior to Closing and did
not provide written  disclosure of such knowledge and disapproval  thereof prior
to Closing,  Purchaser  shall be deemed to have waived any right of recovery and
Seller shall not have any liability in connection therewith. Representations and
warranties  above made to the  knowledge  of Seller shall not be deemed to imply
any duty of inquiry.  For purposes of this Purchase Contract,  the term Seller's
"knowledge"  shall mean and refer to only  actual  knowledge  of the  Designated
Representative (as hereinafter defined) of the Seller and shall not be construed
to refer to the  knowledge  of any  other  partner,  officer,  director,  agent,
employee or  representative of the Seller, or any affiliate of the Seller, or to
impose upon such Designated Representative any duty to investigate the matter to
which such actual knowledge or the absence thereof  pertains,  or to impose upon
such  Designated  Representative  any  individual  personal  liability.  As used
herein,  the term  Designated  Representative  shall refer to  Patricia  Proano,
general  manager,   SSR/Metric   Property   Management,   (650)  756-7370.

8.2 Representations, Warranties and Covenants Of Purchaser

8.2.1 For the purpose
of inducing  Seller to enter into this Purchase  Contract and to consummate  the
sale and purchase of the Property in accordance  herewith,  Purchaser represents
and  warrants to Seller the  following  as of the  Effective  Date and as of the
Closing Date:

8.2.2 With respect to  Purchaser  and its  business,  Purchaser  represents  and
warrants, in particular, that:

8.2.2.1  Purchaser is corporation  duly organized,  validly existing and in good
standing under the laws of Delaware.

8.2.2.2  Purchaser,  acting  through  any of its or  their  duly  empowered  and
authorized officers or members, has all necessary power and authority to own and
use its properties and to transact the business in which it is engaged,  and has
full power and  authority to enter into this Purchase  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform its obligations hereunder; and no consent of any of Purchaser's officers
or members are required to so empower or authorize Purchaser.

8.2.2.3 No pending or, to the  knowledge  of  Purchaser,  threatened  litigation
exists which if determined  adversely  would  restrain the  consummation  of the
transactions  contemplated by this Purchase  Contract or would declare  illegal,
invalid or non-binding  any of  Purchaser's  obligations or covenants to Seller.

8.2.2.4 Purchaser is duly authorized to execute and deliver,  acting through its
duly empowered and authorized  officers and members,  respectively,  and perform
this  Purchase  Contract and all  documents  and  instruments  and  transactions
contemplated  hereby or  incidental  hereto,  and such  execution,  delivery and
performance  by Purchaser  does not (i) violate any of the  provisions  of their
respective  certificates of incorporation or bylaws,  (ii) violate any provision
of any law,  governmental rule or regulation  currently in effect, (iii) violate
any judgment, decree, writ, injunction,  award, determination or order currently
in effect that names or is  specifically  directed at Purchaser or its property,
and (iv) require the consent, approval, order or authorization of, or any filing
with or notice to, any court or other governmental authority.

8.2.2.5 The joinder of no person or entity other than  Purchaser is necessary to
consummate the  transactions  to be performed by Purchaser and Purchaser has all
necessary  right  and  authority  to  perform  such  acts  as are  required  and
contemplated by this Purchase Contract.

8.2.3  Purchaser has not dealt with any broker,  finder or any other person,  in
connection  with the  purchase  of or the  negotiation  of the  purchase  of the
Property that might give rise to any claim for commission against Seller or lien
or claim against the Property.

8.2.4 Intentionally Omitted.

                                   ARTICLE 9

                         CONDITIONS PRECEDENT TO CLOSING

9.1 Without limiting any of the rights of Purchaser provided herein, Purchaser's
obligation  to close  under  this  Purchase  Contract,  shall be  subject to and
conditioned  upon the  fulfillment  of each and all of the following  conditions
precedent:

9.1.1 All of the  documents  required to be  delivered by Seller to Purchaser at
the  Closing  pursuant  to the  terms  and  conditions  hereof  shall  have been
delivered  and  shall  be in  form  and  substance  reasonably  satisfactory  to
Purchaser;

9.1.2 Each of the representations and warranties of Seller contained
herein  shall be true in all  material  respects as of the Closing  Date;

9.1.3 Seller shall have complied  with,  fulfilled and performed in all material
respects  each of the  covenants,  terms and  conditions  to be  complied  with,
fulfilled or performed by Seller hereunder;

9.1.4 Seller covenants that between
the  Effective  Date  and the  Closing  Date,  the  following  shall  constitute
conditions  precedent to  Purchaser's  obligation  to close  hereunder:

9.1.4.1
Seller shall use reasonable,  good faith efforts to obtain estoppel certificates
from all tenants on the Property.  Prior to the  expiration  of the  Feasibility
Period,  Seller shall deliver to Purchaser an estoppel  certificate  in the form
attached  hereto as Exhibit  9.1.4.1  (the "Tenant  Estoppels"),  or in the form
described or contemplated in the lease,  from tenants whose leases constitute in
the aggregate not less than seventy percent (70%) of the rentable square footage
of the  Improvements,  and which  seventy  percent  (70%) must  include a tenant
estoppel from Logicon  (collectively,  the "Minimum Tenant Estoppels Required");
provided,  however,  Seller's  failure to deliver such Minimum Tenant  Estoppels
Required  shall  permit  Purchaser  to  terminate  the  Contract,  but shall not
constitute a default or breach of this Purchase  Contract by Seller. In addition
to delivery of the Minimum Tenant Estoppels  Required,  Seller agrees to deliver
to Purchaser at the Closing estoppels  substantially in the form attached hereto
as Exhibit  9.1.4.1  executed  by Seller  (but  limited to the best of  Seller's
knowledge) for each tenant for which a tenant  estoppel is not obtained (each, a
"Seller's Best Knowledge Estoppel").  Purchaser agrees that if after the Closing
Purchaser  receives a tenant estoppel from any tenant for which Seller has given
a Seller's Best Knowledge  Estoppel,  the Seller's Best  Knowledge  Estoppel for
such tenant  shall be voided and  returned  to Seller.

9.1.5 There shall not be
pending or, to the knowledge of either  Purchaser or Seller,  any  litigation or
threatened  litigation  which,  if  determined  adversely,  would  restrain  the
consummation of any of the transactions  contemplated by this Purchase Contract,
or declare illegal, invalid or nonbinding any of the covenants or obligations of
the Seller.

9.2 Without limiting any of the rights of Seller elsewhere provided
for in this  Purchase  Contract,  Seller's  obligation  to close with respect to
conveyance  of a  particular  Property  under this  Purchase  Contract  shall be
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:

9.2.1 Purchaser's representations and warranties set forth
in this  Purchase  Contract  shall have been true and  correct  in all  material
respects  when made,  and shall be true and correct in all material  respects on
the Closing Date and as of the Effective Date as though such representations and
warranties were made at and as of such date and time.

9.2.2 Purchaser shall have
fully  performed  and  complied  with  all  covenants,   conditions,  and  other
obligations in this Purchase  Contract to be performed or complied with by it at
or  prior to  Closing  including,  without  limitation,  payment  in full of the
Purchase Price.

9.2.3 There shall not be pending or, to the knowledge of either
Purchaser  or  Seller,  any  litigation  or  threatened   litigation  which,  if
determined adversely, would restrain the consummation of any of the transactions
contemplated by this Purchase Contract or declare illegal, invalid or nonbinding
any of the  covenants or  obligations  of the  Purchaser.

9.2.4 If  applicable,
Purchaser  shall have produced  evidence  reasonably  satisfactory  to Seller of
Purchaser's  compliance  with  Hart-Scott-Rodino  Act  requirements  or  of  the
non-applicability  thereof to the  transactions  contemplated  by this  Purchase
Contract.

                                   ARTICLE 10

                                    BROKERAGE

10.1 Seller  represents  and warrants to  Purchaser  that it has dealt only with
Pinnacle Realty Management Company,  7316 Wisconsin Avenue, Suite 300, Bethesda,
Maryland 20814-2925 ("Broker") in connection with this Purchase Contract. Seller
and Purchaser each  represents and warrants to the other that other than Broker,
it has not dealt with or utilized the services of any other real estate  broker,
sales person or finder in connection with this Purchase Contract, and each party
agrees to  indemnify  the other party from and against all claims for  brokerage
commissions  and  finder's  fees  arising  from or  attributable  to the acts of
omissions of the indemnifying party.

10.2  Seller  agrees  to pay  Broker a  commission  according  to the terms of a
separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
beneficiary of this Purchase Contract.

10.3 Broker  assumes no  responsibility  for the  condition  of the  Property or
representation  for the  performance of this Purchase  Contract by the Seller or
Purchaser.

                                   ARTICLE 11

                                   POSSESSION

11.1  Possession of the Property  subject to the Permitted  Exceptions  shall be
delivered to Purchaser at the Closing, subject to Purchaser's right of entry for
inspection as set forth in ARTICLE 5.

                                   ARTICLE 12

                              DEFAULTS AND REMEDIES

12.1 In the Event  Purchaser  terminates  this Purchase  Contract  following the
Feasibility  Period for any reason other than Seller's inability to convey title
as required by this Purchase Contract,  or defaults hereunder on or prior to the
Closing  Date and  consummation  of the Closing does not occur by reason of such
termination or default by Purchaser, Seller and Purchaser agree that it would be
impractical  and  extremely  difficult to estimate the damages  which Seller may
suffer.  Therefore,  Seller and  Purchaser  hereby  agree  that,  except for the
Purchaser's  obligations to Seller under Section 5.3, the reasonable estimate of
the total net  detriment  that Seller would  suffer in the event that  Purchaser
terminates  this  Purchase  Contract  or defaults  hereunder  on or prior to the
Closing  Date is and shall be, as  Seller's  sole  remedy  (whether at law or in
equity),  the right to receive  from the Escrow Agent and retain the full amount
of the Deposit and the Additional  Deposit.  The payment and  performance of the
above as liquidated  damages is not intended as a forfeiture  or penalty  within
the meaning of applicable law and is intended to settle all issues and questions
about the amount of damages suffered by Seller in the applicable  event,  except
only for  damages  under  Section 5.3 above,  irrespective  of the time when the
inquiry  about such  damages may take place.  Upon any such failure by Purchaser
hereunder,  this Purchase Contract shall be terminated,  and neither party shall
have any further rights or obligations hereunder,  each to the other, except for
the Purchaser's  obligations to Seller under Section 5.3 above, and the right of
Seller to collect such liquidated  damages to the extent not theretofore paid by
Purchaser.

12.2 Provided that  Purchaser has not terminated  this Purchase  Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Seller's  default  hereunder,  Purchaser's  sole  remedy  shall  be to  elect to
terminate this Purchase  Contract and receive  reimbursement  of the Deposit and
the Additional Deposit (or so much thereof as has been received by Escrow Agent)
or to seek specific performance of this Purchase Contract.

                                   ARTICLE 13

                            RISK OF LOSS OR CASUALTY

13.1 The risk of loss or damage to the Property by fire or other  casualty until
the deed of conveyance  is recorded is assumed by the Seller,  provided that the
Seller's  responsibility  shall  be  only to the  extent  of any  recovery  from
insurance now carried on the Property.  If prior to the Closing, the Property or
any "material" portion thereof is damaged or destroyed by fire or casualty, then
Purchaser  shall have the option,  exercisable by written notice given to Seller
at or prior to the Closing,  either to (a)  terminate  this  Purchase  Contract,
whereupon all obligations of all parties hereto shall cease, the Deposit and the
Additional  Deposit shall be returned to Purchaser  and this  Purchase  Contract
shall be void and without  recourse to the parties  hereto except for provisions
which are expressly stated to survive such termination;  or (b) proceed with the
purchase of the Property,  and in such case, unless Seller shall have previously
restored  the  Property to its  condition  prior to the  occurrence  of any such
damage or  destruction,  Seller shall pay over or assign to  Purchaser,  without
recourse,  all amounts  received or due (plus an amount  equal to the sum of any
deductible  under any  insurance  policy  covering the Property)  from,  and all
claims against,  any insurance company as a result of such  destruction.  Within
thirty (30) days after  receipt of written  notice of such  casualty,  Purchaser
will advise  Seller in writing  whether  Purchaser  desires to proceed with this
transaction in light of such casualty or  condemnation.  The term  "material" as
used in this Section shall mean damage or  destruction  in an amount equal to or
greater than $500,000.  Notwithstanding any of the foregoing,  Seller shall not,
in  any  event,  be  obligated  to  effect  any  repair,   replacement,   and/or
restoration,  but may do so at its  option in which  case  Seller  may apply the
insurance proceeds to the costs of restoration.

                                   ARTICLE 14

                                  RATIFICATION

14.1 This Purchase Contract shall be null and void unless fully executed by both
parties hereto on or before February 4, 2000.

                                   ARTICLE 15

                                 EMINENT DOMAIN

15.1 In the event that at the time of Closing all or any part of the Property is
(or has previously been) acquired,  or is about to be acquired,  by authority of
any  governmental  agency in purchase  in lieu  thereof (or in the event that at
such time  there is any notice of any such  acquisition  or intent to acquire by
any such  governmental  agency),  Purchaser shall have the right, at Purchaser's
option,  to terminate  this Purchase  Contract by giving  written  Notice within
thirty (30) days of  Purchaser's  receipt from Seller of the  occurrence of such
event and recover the Deposit and the Additional Deposit (if paid) hereunder, or
to settle in accordance  with the terms of this  Purchase  Contract for the full
Purchase Price and receive the full benefit or any  condemnation  award, and any
claims  against  any  governmental  entity  as a result  of such  taking.  It is
expressly  agreed between the parties hereto that this paragraph shall in no way
apply to customary  dedications  for public  purposes which may be necessary for
the development of the Property.

                                   ARTICLE 16

                                  MISCELLANEOUS

16.1  Exhibits And Schedules

All Exhibits and Schedules  annexed hereto are a part of this Purchase  Contract
for all purposes.

16.2 Assignability

      Subject to Section 16.18, this Purchase Contract is not assignable without
first obtaining the prior written approval of the  non-assigning  party,  except
that  Purchaser  may  assign  all or an  undivided  interest  in this  Purchaser
Contract  to one or  more  entities  so  long as  Purchaser,  its  shareholders,
officers or directors have an interest  (including a participating  interest) in
the  purchasing  entity,  and  Purchaser  is not  released  from  its  liability
hereunder.

16.3  Binding Effect

      This Purchase  Contract  shall be binding upon and inure to the benefit of
Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
assigns.

16.4 Captions

      The captions,  headings,  and arrangements  used in this Purchase Contract
are for convenience only and do not in any way affect, limit, amplify, or modify
the terms and provisions hereof.

16.5  Number And Gender Of Words

      Whenever  herein the singular  number is used,  the same shall include the
plural  where  appropriate,  and words of any gender  shall  include  each other
gender where appropriate.

16.6  Notices

      All Notices,  demands, requests and other communications required pursuant
to the provisions of this Purchase  Contract  ("Notice") shall be in writing and
shall be deemed to have been  properly  given or served for all  purposes (i) if
sent by Federal Express or the nationally  recognized overnight carrier for next
business  day  delivery,  on the first  business day  following  deposit of such
Notice with such carrier, or (ii) if personally delivered, on the actual date of
delivery or (iii) if sent by certified mail,  return receipt  requested  postage
prepaid,  on the Fifth (5th) business day following the date of mailing, or (iv)
if sent via facsimile, on the date sender obtains confirmation of delivery (with
a copy thereof also sent by first class mail), addressed as follows:

              If to Seller:                      If to Purchaser:

              Century Properties Fund XX         Galaxy Investments, Inc..
              Tower Two                          560 Herndon Parkway
              2000 South Colorado Boulevard      Suite 210
              Suite 2-1000                       Herndon, Virginia 20170
              Denver, Colorado  80222            Attn:  Mr. Andrew J. Czekaj
              Attn:  Mr. Harry Alcock            Facsimile No.  _____________
              Facsimile No. (303) 692-0786

                    And

                                                 With a copy to:
              Argent Real Estate

              1401 Brickell Avenue, Suite 520    Hale and Dorr LLP
              Miami, Florida  33131              1455 Pennsylvania Avenue, NW
              Attn:  Mr. David Marquette         Suite 1000
              Facsimile No.  (305) 371-6898      Washington D.C.  20004
                                                 Attn:  Steven Snider, Esq.
                                                 Facsimile No.  (202) 942-8484

              With a copy to:

              Loeb & Loeb
              1000 Wilshire Boulevard, Suite
              1800
              Los Angeles, California  90017
              Attn: Andrew S. Clare, Esq.
                    Karen N. Higgins, Esq.
              Facsimile No.  (213) 688-3460

      Any of the parties may  designate a change of address by Notice in writing
to the other parties. Whenever in this Purchase Contract the giving of Notice by
mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
writing by the person or persons entitled to receive such Notice.

16.7  Governing Law And Venue

      The laws of the  Commonwealth  of  Virginia  shall  govern  the  validity,
construction,  enforcement, and interpretation of this Purchase Contract, unless
otherwise  specified herein except for the conflict of laws provisions  thereof.
All claims, disputes and other matters in question arising out of or relating to
this Purchase Contract,  or the breach thereof,  shall be decided by proceedings
instituted and litigated in the United States District Court for the district in
which the Property is situated,  and the parties hereto expressly consent to the
venue and jurisdiction of such court.

16.8  Entirety And Amendments

      This Purchase  Contract  embodies the entire Purchase Contract between the
parties and supersedes all prior Purchase Contracts and understandings,  if any,
relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
instrument in writing  executed by the party against whom enforcement is sought.

16.9 Severability

      If any provision of this Purchase Contract is held to be illegal, invalid,
or  unenforceable  under present or future laws,  such provision  shall be fully
severable.  The Purchase  Contract  shall be  construed  and enforced as if such
illegal,  invalid, or unenforceable provision had never comprised a part of this
Purchase Contract;  and the remaining provisions of this Purchase Contract shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
shall be added  automatically as a part of this Purchase Contract a provision as
similar in terms to such illegal,  invalid, or unenforceable provision as may be
possible to make such provision legal, valid, and enforceable.

16.10 Multiple Counterparts

     This   Purchase   Contract  may  be  executed  in  a  number  of  identical
counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
original  for  all  purposes  and all  such  counterparts  shall,  collectively,
constitute one Purchase Contract.  In making proof of this Purchase Contract, it
shall  not  be   necessary  to  produce  or  account  for  more  than  one  such
counterparts.

16.11 Further Acts

      In  addition to the acts and deeds  recited  herein and  contemplated  and
performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
executed and/or  delivered any and all such further acts,  deeds, and assurances
as may be necessary to consummate the transactions contemplated hereby.

16.12 Construction

      No provision of this Purchase  Contract shall be construed in favor of, or
against,  any particular  party by reason of any presumption with respect to the
drafting of this Purchase Contract;  both parties, being represented by counsel,
having  fully  participated  in  the  negotiation  of  this  instrument.

16.13 Confidentiality

      Purchaser  shall not disclose the terms and  conditions  contained in this
Purchase  Contract.  Purchaser shall keep the same  confidential,  provided that
Purchaser may disclose the terms and conditions of this Purchase Contract (i) as
required by law, (ii) to consummate the terms of this Purchase Contract,  or any
financing  relating  thereto,  or  (iii) to  Purchaser's  or  Seller's  lenders,
attorneys  and  accountants,.  Any  information  provided by Seller to Purchaser
under the terms of this Purchase Contract is for informational purposes only. In
providing  such  information  to Purchaser,  Seller makes no  representation  or
warranty,   express,   written,  oral,  statutory,  or  implied,  and  all  such
representations  and warranties are hereby  expressly  excluded unless otherwise
expressly  included  herein.  Purchaser shall not in any way be entitled to rely
upon the accuracy of such information. Such information is also confidential and
except as  otherwise  provided  for in Section  5.4 herein,  Purchaser  shall be
prohibited  from making such  information  public to any other  person or entity
other than its agents and legal representatives,  without Seller's prior written
authorization,  which may be granted or denied in Seller's sole discretion.  The
provisions of this Section 16.13 shall terminate upon the Closing.

16.14 Time Of The Essence

It is  expressly  agreed by the parties  hereto that time is of the essence with
respect to this Purchase Contract.

16.15 Cumulative Remedies And Waiver

      No remedy herein  conferred or reserved is intended to be exclusive of any
other available  remedy or remedies herein  conferred or referred,  but each and
every such remedy  shall be  cumulative  and shall be in addition to every other
remedy given under this Purchase Contract.  No delay or omission to exercise any
right or power  accruing upon any default,  omission,  or failure of performance
hereunder  shall  impair any right or power or shall be construed to be a waiver
thereof,  but any such right and power may be exercised from time to time and as
often as may be deemed expedient. No waiver, amendment, release, or modification
of this Purchase Contract shall be established by conduct,  custom, or course of
dealing.

16.16 Litigation Expenses

      In the event either party hereto commences litigation against the other to
enforce its rights  hereunder,  the prevailing party in such litigation shall be
entitled to recover  from the other  party its  reasonable  attorneys'  fees and
expenses incidental to such litigation.

16.17 Time Periods

      Should the last day of a time period fall on a weekend or legal holiday in
the  Commonwealth  of  Virginia,  the  next  Business  Day  thereafter  shall be
considered the end of the time period.

16.18 Exchange

      At Seller's  sole cost and expense,  Seller may  structure the sale of the
Property to  Purchaser  as a Like Kind  Exchange  under  Internal  Revenue  Code
Section  1031  whereby  Seller will  acquire  certain  property  (the "Like Kind
Exchange Property") in conjunction with the sale of the Property (the "Like Kind
Exchange").  Purchaser shall cooperate fully and promptly with Seller's  conduct
of the Like Kind  Exchange,  provided  that all costs and expenses  generated in
connection  with the  Like  Kind  Exchange  shall be  borne  solely  by  Seller,
including without limitation all actual attorney's fees, and Purchaser shall not
be required to take title to or contract for the purchase of any other property.
If  Seller  uses a  qualified  intermediary  to  effectuate  the  exchange,  any
assignment of the rights or obligations of Seller  hereunder  shall not relieve,
release or absolve Seller of its obligations to Purchaser. In no event shall the
Closing Date be delayed by the Like Kind  Exchange.  Seller shall  indemnify and
hold harmless  Purchaser from and against any and all liability arising from and
out of the Like  Kind  Exchange  and  shall  reimburse  Purchaser  for any costs
thereof, including, without limitation, actual attorney's fees.

16.19 No Personal  Liability  of  Officers,  Trustees or  directors  of Seller's
Partners

      Purchaser acknowledges that this Agreement is entered into by Seller which
is a California  limited  partnership,  and Purchaser  agrees that no individual
officer,  trustee,  director or  representative  of the partners of Seller shall
have any personal  liability  under this  Agreement or any document  executed in
connection with the transactions contemplated by this Agreement.

16.20 No Exclusive Negotiations

      Seller  shall have the  right,  at all times,  until the  Deposit  becomes
non-refundable and the Feasibility Period has expired,  to solicit backup offers
and enter into discussions, negotiations, or any other communications concerning
or related to the sale of the Property with any third-party;  provided, however,
that such  communications  are subject to the terms of this Agreement,  and that
Seller shall not enter into any contract or binding agreement with a third-party
for the  sale  of the  Property  unless  such  agreement  is  contingent  on the
termination  of this  Agreement  without the  Property  having been  conveyed to
Purchaser.

      NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
under seal as of the date first set forth above.

                                     Seller:

Signed, sealed and delivered            CENTURY PROPERTIES FUND XX, a California
In the presence of:                     limited partnership

________________________              By: Fox Partners III, a California general
Witness                                   partnership, general partner

------------------------
Witness                                  By: Fox Capital Management Corporation,
                                             general partner

                                                        By:

                                                        Its:

Signed, sealed and delivered              Purchaser:
in the presence of:
                                         GALAXY INVESTMENTS, INC., a Delaware
________________________                 corporation
Witness

------------------------
Witness                                  By:___________________________________
                                          Andrew Czekaj, Its Authorized Officer


<PAGE>


                            VIRGINIA ACKNOWLEDGEMENTS

State of _____________, _____________ County, to wit:

      I HEREBY  CERTIFY  that on  _____________  __,  2000,  before me, a Notary
Public of the State aforesaid, personally appeared ________________________, who
acknowledged  himself/herself  to  be  the  ________________________  of  Galaxy
Investments,  Inc. (the "Corporation"),  and that he/she, as such officer, being
authorized  so to  do,  executed  the  foregoing  instrument  on  behalf  of the
Corporation  for the  purposes  therein  contained  by  signing  the name of the
Corporation by himself/herself as such officer.

      WITNESS my hand and Notarial Seal.

                                          -------------------------
                                          Notary Public
                                          My Commission Expires:




State of _____________, _____________ County, to wit:

      I HEREBY  CERTIFY  that on  _____________  __,  2000,  before me, a Notary
Public of the State aforesaid, personally appeared ________________________, who
acknowledged  himself/herself to be the  ________________________ of Fox Capital
Management Corporation.  (the "Corporation"),  and that he/she, as such officer,
being  authorized so to do,  executed the foregoing  instrument on behalf of the
Corporation  acting in its capacity as general  partner of Fox  Partners  III, a
California general partnership, general partner of CENTURY PROPERTIES FUND XX, a
California  limited  partnership,  for the purposes therein contained by signing
the name of the Corporation by himself/herself as such officer.

      WITNESS my hand and Notarial Seal.

                                          -------------------------
                                          Notary Public
                                          My Commission Expires:



<PAGE>



                                    EXHIBIT A

                    LEGAL DESCRIPTION FOR LINPRO OFFICE BUILDING

Tract 1

All that  tract of land  situate in the County of  Fairfax,  Virginia,  and more
particularly described as follows:

Parcel 1-B, being part of Block 1, Section 911, Reston, containing 4.41172 acres
as the same appears duly dedicated,  platted and resubdivided in Deed Book 5644,
Page 764, among the land records of Fairfax County, Virginia.

Being the same  property  conveyed to Century  Properties  Fund XX, a California
limited  partnership,  by deed from Reston Partners Limited,  a Virginia limited
partnership,  dated March 21, 1985,  recorded March 21, 1985, in Deed Book 6114,
Page 1241, in the Clerk's Office, Circuit Court, County of Fairfax, Virginia.

LESS AND  EXCEPT  ALL  THAT  CERTAIN  0.1357  acre,  more or less,  taken by the
Commonwealth  of  Virginia  for the  construction,  reconstruction,  alteration,
maintenance  and  repair  of  Route  267  as  more  particularly   described  in
Certificate  of Deposit  recorded  September 17, 1996,  in Deed Book 9807,  Page
1716.

And being more particularly described by metes and bounds as follows:

      Beginning  at a point  marking  the  northeasterly  corner of Parcel  1-A,
Section 911, Block 1, Reston;  thence with the northerly line of said Parcel 1-A
the following  courses:  N67(0)05'00"W,  35.00 feet;  N22(0)55'00"E,  9.00 feet;
N67(0)05'00"W,  142.00 feet; S22(0)55'00"W,  36.00 feet;  N67(0)05'00"W,  128.00
feet; N22(0)55'00"E, 34.00 feet; N67(0)05'00"W, 47.50 feet; N75(0)44'09"W, 23.26
feet and  N67(0)05'00"W,  26.05 feet to a point on the  easterly  line of Wiehle
Avenue (Route 828); thence with the easterly line of Wiehle Avenue the following
courses:  N22(0)55'32"E,  380.94 feet;  with a curve to the left whose radius is
3904.28  feet and whose chord is  N22(0)51'59"E,  8.04 feet,  an arc distance of
8.04 feet and  N66(0)07'59"E,  85.63  feet to a point on the  southerly  line of
Sunset Hills Road (Route 675);  thence with the  southerly  line of Sunset Hills
Road  S70(0)56'11"E,  343.64 feet to a point  marking the  northwesterly  corner
Section 911, Block 2, Reston; thence with the westerly line of the said Block 2,
and  containing  with  the  westerly  line  of  Section  911,  Block  3,  Reston
S22(0)55'00"W,  477.99 feet to the point of beginning,  containing 4.27943 acres
of land.


<PAGE>


Tract II

TOGETHER WITH THE FOLLOWING:

Sanitary  Sewer  Easement  across a portion  of Block 3,  Section  911,  Reston,
recorded in Deed Book 5626, Page 1250 among the aforesaid land records.

A ten (10) foot Sanitary Sewer Easement recorded in Deed Book 2870, Page 526 and
as shown on plat recorded in Deed Book 4775,  Page 139, among the aforesaid land
records.

Easements  contained in  Declaration of Covenants and  Cross-Easement  Agreement
recorded  in Deed Book 2845,  Page 517 and in Deed Book 5821,  Page 4; and First
Amendment to Declaration of Covenants and  Cross-Easement  Agreement recorded in
Deed Book 9707, Page 717.


<PAGE>


                                  EXHIBIT 1.1.5

                            LIST OF EXCLUDED PERMITS

                             To Be Inserted, If Any


<PAGE>


                                  EXHIBIT 1.1.7

                  LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT

                                      None


<PAGE>


                                   EXHIBIT 5.5

                         LIST OF DUE DILIGENCE MATERIALS

                              Intentionally Deleted


<PAGE>


                                  EXHIBIT 6.2.1

                           ADDITIONAL TITLE EXCEPTIONS

                                [To Be Attached]


<PAGE>


                                 EXHIBIT 7.2.1.1

                          FORM OF SPECIAL WARRANTY DEED

Prepared by and after recording return to:

Galaxy Investments, Inc.
c/o Steven S. Snider, Esq.
Hale and Dorr LLP 1455 Pennsylvania Avenue, N.W.

Washington DC  20004


                              SPECIAL WARRANTY DEED

      THIS SPECIAL  WARRANTY DEED,  dated  ____________  __, 2000,  from CENTURY
PROPERTIES FUND XX, a California limited partnership, having a principal address
of Tower Two, 2000 South  Colorado  Boulevard,  Suite 2-1000,  Denver,  Colorado
80222,  Grantor, to GALAXY  INVESTMENTS,  INC., a Delaware  corporation,  with a
principal address of 560 Herndon Parkway,  Suite 210,  Herndon,  Virginia 20170,
Grantee.

      The Grantor,  for and in consideration of Ten Dollars ($10.00),  and other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
hereby grants, bargains, conveys and assigns unto Grantee with Special Warranty,
in fee  simple,  the real  property  located in Fairfax  County,  Virginia,  and
described  on  Exhibit  A  attached  hereto,   together  with  all  improvements
thereupon,  and  the  rights,  alleys,  ways,  waters,  easements,   privileges,
appurtenances and advantages belonging or appertaining thereto (the "Property").

      This  conveyance  is made subject to any matters  identified  on Exhibit B
attached hereto.

      To have  and to hold  the  property  hereby  conveyed  unto  Grantee,  its
successors and assigns, in fee simple, forever.

      The Grantor hereby  warrants  specially the property  hereby  conveyed and
agrees to execute such further assurances thereof as may be requisite.

          [Signature and Acknowledgement contained on the following page]



<PAGE>



      In witness  whereof,  the Grantor has caused this Deed to be executed  and
delivered under seal, as of the date first above written.

WITNESS:                                  GRANTOR:

                                       CENTURY PROPERTIES FUND XX, a California
                                       limited partnership

                                       By:  Fox Partners III, a California
                                            general partnership, general partner

                                              By:  Fox Capital Management
                                                   Corporation, general partner

                                              By:              (Seal)

                                                      Name:

                                                      Title:


State of _____________, _____________ County, to wit:

      I HEREBY  CERTIFY  that on  _____________  __,  2000,  before me, a Notary
Public of the State aforesaid, personally appeared ________________________, who
acknowledged  himself/herself to be the  ________________________ of Fox Capital
Management Corporation.  (the "Corporation"),  Grantor, and that he/she, as such
officer,  being authorized so to do, executed the foregoing instrument on behalf
of the  Corporation  acting in its  capacity as general  partner of Fox Partners
III, a California  general  partnership,  general partner of CENTURY  PROPERTIES
FUND XX, a California limited partnership,  the within Grantor, for the purposes
therein contained by signing the name of the Corporation by  himself/herself  as
such officer.

      WITNESS my hand and Notarial Seal.

                                          -------------------------
                                          Notary Public
                                          My Commission Expires:


<PAGE>


                                   EXHIBIT "A"

                    LEGAL DESCRIPTION FOR LINPRO OFFICE BUILDING

Tract 1

All that  tract of land  situate in the County of  Fairfax,  Virginia,  and more
particularly described as follows:

Parcel 1-B, being part of Block 1, Section 911, Reston, containing 4.41172 acres
as the same appears duly dedicated,  platted and resubdivided in Deed Book 5644,
Page 764, among the land records of Fairfax County, Virginia.

Being the same  property  conveyed to Century  Properties  Fund XX, a California
limited  partnership,  by deed from Reston Partners Limited,  a Virginia limited
partnership,  dated March 21, 1985,  recorded March 21, 1985, in Deed Book 6114,
Page 1241, in the Clerk's Office, Circuit Court, County of Fairfax, Virginia.

LESS AND  EXCEPT  ALL  THAT  CERTAIN  0.1357  acre,  more or less,  taken by the
Commonwealth  of  Virginia  for the  construction,  reconstruction,  alteration,
maintenance  and  repair  of  Route  267  as  more  particularly   described  in
Certificate  of Deposit  recorded  September 17, 1996,  in Deed Book 9807,  Page
1716.

And being more particularly described by metes and bounds as follows:

      Beginning  at a point  marking  the  northeasterly  corner of Parcel  1-A,
Section 911, Block 1, Reston;  thence with the northerly line of said Parcel 1-A
the following  courses:  N67(0)05'00"W,  35.00 feet;  N22(0)55'00"E,  9.00 feet;
N67(0)05'00"W,  142.00 feet; S22(0)55'00"W,  36.00 feet;  N67(0)05'00"W,  128.00
feet; N22(0)55'00"E, 34.00 feet; N67(0)05'00"W, 47.50 feet; N75(0)44'09"W, 23.26
feet and  N67(0)05'00"W,  26.05 feet to a point on the  easterly  line of Wiehle
Avenue (Route 828); thence with the easterly line of Wiehle Avenue the following
courses:  N22(0)55'32"E,  380.94 feet;  with a curve to the left whose radius is
3904.28  feet and whose chord is  N22(0)51'59"E,  8.04 feet,  an arc distance of
8.04 feet and  N66(0)07'59"E,  85.63  feet to a point on the  southerly  line of
Sunset Hills Road (Route 675);  thence with the  southerly  line of Sunset Hills
Road  S70(0)56'11"E,  343.64 feet to a point  marking the  northwesterly  corner
Section 911, Block 2, Reston; thence with the westerly line of the said Block 2,
and  containing  with  the  westerly  line  of  Section  911,  Block  3,  Reston
S22(0)55'00"W,  477.99 feet to the point of beginning,  containing 4.27943 acres
of land.


<PAGE>



Tract II

TOGETHER WITH THE FOLLOWING:

Sanitary  Sewer  Easement  across a portion  of Block 3,  Section  911,  Reston,
recorded in Deed Book 5626, Page 1250 among the aforesaid land records.

A ten (10) foot Sanitary Sewer Easement recorded in Deed Book 2870, Page 526 and
as shown on plat recorded in Deed Book 4775,  Page 139, among the aforesaid land
records.

Easements  contained in  Declaration of Covenants and  Cross-Easement  Agreement
recorded  in Deed Book 2845,  Page 517 and in Deed Book 5821,  Page 4; and First
Amendment to Declaration of Covenants and  Cross-Easement  Agreement recorded in
Deed Book 9707, Page 717.


<PAGE>


                                   EXHIBIT "B"

                          LIST OF PERMITTED EXCEPTIONS

                                [To Be Attached]


<PAGE>


                                 EXHIBIT 7.2.1.2

                              FORM OF BILL OF SALE

      This Bill of Sale  ("Assignment")  is executed by CENTURY  PROPERTIES FUND
XX, a California limited partnership ("Seller"), in favor of GALAXY INVESTMENTS,
INC., a Delaware corporation ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of January 27, 2000 ("Purchase Contract"), in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
(collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Property (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein,  the term "Property" shall mean the following  property
to the extent  said  property  is owned by Seller  and used in,  held for use in
connection with, or necessary for the operation of the Project:

     a. Property  Contracts.  All of Seller's rights and interests in and to the
purchase orders, maintenance,  service or utility contracts or similar contracts
which relate to the ownership, maintenance,  construction or repair or operation
of the Project listed on Exhibit A.

     b.  Leases.  All of  Seller's  rights and  interests  in and to the leases,
subleases,  and other  occupancy  agreements,  whether or not of  record,  which
provide  for use or  occupancy  of space or  facilities  on or  relating  to the
Project listed on Exhibit B.

     c. Licenses and Permits. All of Seller's rights and interests in and to all
licenses or permits granted by governmental authorities having jurisdiction over
the Project and utilized with respect to the Project.

     d.  Fixtures  and Tangible  Personal  Property.  All of Sellers  rights and
interests in and to all fixtures, furniture,  furnishings,  fittings, equipment,
machinery,  apparatus,  appliances  and  other  articles  of  tangible  personal
property now located on the Project or in the  improvements  thereon and used in
connection with any present or future occupation or operation of all or any part
of the Project.

            The term "Property"  shall not include any of the foregoing:  (i) to
the extent the same are excluded or reserved to Seller  pursuant to the Purchase
Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
the sale or transfer  thereof  requires  consent or approval of any third party,
which consent or approval is not obtained by Seller. Nothing herein shall create
a transfer or assignment of intellectual property or similar assets of Seller.

     2. Assignment. Seller hereby assigns, sells and transfers, without recourse
or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
and to the Property, subject to any rights of consent as provided therein.

      3.  Assumption.  After the Closing  Date,  Purchaser  expressly  agrees to
assume and hereby  assumes  all  liabilities  and  obligations  of the Seller in
connection  with the  Property  arising  after the  Closing  Date and  agrees to
perform all of the covenants and  obligations  of Seller  thereunder.  Purchaser
further  agrees to indemnify,  defend and hold Seller  harmless from and against
any and all cost,  loss,  harm or damage which may arise in connection  with the
Property, attributable to acts arising from and after the Closing Date.

     4. Counterparts.  This Assignment may be executed in counterparts,  each of
which shall be deemed an original,  and both of which together shall  constitute
one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

     6. Applicable Law. This Assignment  shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia.

      7.    Titles and Section Headings.  Titles of sections and subsections
contained in this Assignment are inserted for convenience of reference only, and
neither form a part of this Assignment or are to be used in its construction or
interpretation.

     8. Binding Effect.  This Assignment  shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.

     9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

            WITH  RESPECT  TO  ALL  MATTERS  TRANSFERRED,  WHETHER  TANGIBLE  OR
INTANGIBLE,   PERSONAL  OR  REAL,  SELLER  EXPRESSLY  DISCLAIMS  A  WARRANTY  OF
MERCHANTABILITY  AND  WARRANTY  FOR  FITNESS FOR A  PARTICULAR  USE OR ANY OTHER
WARRANTY  EXPRESSED  OR IMPLIED  THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE
UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:  January __, 2000



                                     Seller:

                                     CENTURY PROPERTIES FUND XX, a California
                                     limited partnership

                                     By: Fox Partners III, a California general
                                         partnership, general partner


                                         By: Fox Capital Management Corporation,
                                             general partner

                                                        By:

                                                                Its:

                                          Purchaser:

                                         GALAXY INVESTMENTS, INC., a Delaware
                                         corporation

                                        By:___________________________________
                                           Andrew Czekaj, Its Authorized Officer


<PAGE>


                                   EXHIBIT "A"

                           LIST OF PROPERTY CONTRACTS

                                [To Be Attached]


<PAGE>


                                   EXHIBIT "B"

                                     LEASES

                                [To Be Attached]


<PAGE>


                                 Exhibit 7.2.1.3

                               GENERAL ASSIGNMENT

      This General  Assignment  ("Assignment") is executed by CENTURY PROPERTIES
FUND  XX, a  California  limited  partnership  ("Seller"),  in  favor of  GALAXY
INVESTMENTS, INC., a Delaware corporation ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of January 27, 2000 ("Purchase Contract"), in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Miscellaneous Property Assets (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein, the term "Miscellaneous Property Assets" shall mean all
contract rights,  leases,  concessions,  warranties,  plans, drawings, and other
items of  intangible  personal  property to the extent said property is owned by
Seller  and used in,  held for use in  connection  with,  or  necessary  for the
operation of the Project.

            The term  "Miscellaneous  Property  Assets" shall not include any of
the  foregoing:  (i) to the extent the same are  excluded  or reserved to Seller
pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
(ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
approval  of any third  party,  which  consent or  approval  is not  obtained by
Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
property or similar assets of Seller.

      2.  Assignment.  Seller  hereby  assigns,  sells  and  transfers,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any,  in and to the  Miscellaneous  Property  Assets,  subject  to any rights of
tenants under leases at the Project of consent as provided therein.

      3.  Assumption.  After the Closing  Date,  Purchaser  expressly  agrees to
assume and hereby  assumes  all  liabilities  and  obligations  of the Seller in
connection with the  Miscellaneous  Property Assets and agrees to perform all of
the covenants and  obligations  of Seller  thereunder  arising after the Closing
Date.  Purchaser  further agrees to indemnify,  defend and hold Seller  harmless
from and  against  any and all cost,  loss,  harm or  damage  which may arise in
connection with the Miscellaneous Property Assets, pertaining to acts arising on
and after the date hereof.  Seller further agrees to indemnify,  defend and hold
Purchaser harmless from and against any and all cost, loss, harm or damage which
may arise in connection with the Miscellaneous Property Assets, on or before the
date hereof.

     4. Counterparts.  This Assignment may be executed in counterparts,  each of
which shall be deemed an original,  and both of which together shall  constitute
one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

     6. Applicable Law. This Assignment  shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Virginia.

      7.    Titles and Section Headings.  Titles of sections and subsections
contained in this Assignment are inserted for convenience of reference only, and
neither form a part of this Assignment or are to be used in its construction or
interpretation.

     8. Binding Effect.  This Assignment  shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.

     9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.



<PAGE>


            WITH  RESPECT  TO  ALL  MATTERS  TRANSFERRED,  WHETHER  TANGIBLE  OR
INTANGIBLE,   PERSONAL  OR  REAL,  SELLER  EXPRESSLY  DISCLAIMS  A  WARRANTY  OF
MERCHANTABILITY  AND  WARRANTY  FOR  FITNESS FOR A  PARTICULAR  USE OR ANY OTHER
WARRANTY  EXPRESSED  OR IMPLIED  THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE
UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:  January __, 2000


                                     Seller:

                                     CENTURY PROPERTIES FUND XX, a California
                                     limited partnership

                                     By: Fox Partners III, a California general
                                         partnership, general partner


                                         By: Fox Capital Management Corporation,
                                             general partner

                                                        By:

                                                                Its:


                                          Purchaser:

                                         GALAXY INVESTMENTS, INC., a Delaware
                                         corporation

                                        By:___________________________________
                                           Andrew Czekaj, Its Authorized Officer


<PAGE>

                                 EXHIBIT 7.2.1.5

                               SELLER'S AFFIDAVIT

                                 [See Attached]


<PAGE>





                                    Exhibit B

                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT ("Escrow  Agreement") made this _____ day of January,
2000 by and among CENTURY PROPERTIES FUND XX, a California  limited  partnership
("Seller"), and GALAXY INVESTMENTS,  INC., a Delaware corporation ("Purchaser");
and COMMERCIAL TITLE GROUP, LTD. ("Escrow Agent");

                                   WITNESSETH:

      Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
Contract (the "Purchase Contract") made and dated as of the 27th day of January,
2000; and

      Whereas,  the Purchase Contract requires that Purchaser provide an initial
deposit in the amount of One Hundred  Thousand and No/100 Dollars  ($100,000.00)
in cash (the  "Initial  Deposit"),  to be held  pursuant to an escrow  agreement
approved by Purchaser and Seller; and

      Whereas,  the  Purchase  Contract  requires  that,  on or before 5:00 p.m.
Eastern time on the date of  expiration  of the  Feasibility  Period,  Purchaser
shall  provide an  additional  deposit in the sum of One  Hundred  Thousand  and
no/100 Dollars ($100,000.00) in cash (the "Additional  Deposit"),  to be held by
Escrow Agent.

      Now, therefore, the parties agree to the following:

1.  Establishment  of Escrow.  Escrow Agent hereby  acknowledges  receipt of One
Hundred  Thousand and No/100 dollars  ($100,000.00)  in cash  (constituting  the
Initial Deposit), to be deposited, held, invested, and disbursed for the benefit
of Seller and Purchaser and their respective successors and assigns, as provided
herein and as provided in the Purchase Contract.

2. Investment of Escrow Fund. All funds received by Escrow Agent,  including the
Initial Deposit and the Additional  Deposit  (collectively,  the "Escrow Fund"),
shall be held in insured  accounts and invested in such  short-term,  high-grade
securities, money market funds or accounts, interest bearing bank accounts, bank
certificates  of deposit or bank  repurchase  agreements as Escrow Agent, in its
discretion,  deems suitable  (provided that Escrow Agent shall invest the Escrow
Fund as jointly  directed by Seller and  Purchaser  should  Seller and Purchaser
each  in  their  respective  sole  discretion  determine  to  issue  such  joint
investment instructions to the Escrow Agent) and all interest and income thereon
shall become part of the Escrow Fund and shall be remitted to the party entitled
to the Escrow Fund, as set forth below.

3.  Application  of Escrow  Fund.  Escrow  Agent  shall hold the Escrow  Fund as
provided  above and (a) if the sale of the  Property is closed by the date fixed
therefor (or any extension  date provided for by mutual  written  consent of the
parties hereto,  given or withheld in their respective sole discretion),  Escrow
Agent shall deliver the Escrow Fund to Seller in immediately  available funds by
wire transfer in accordance with the  instructions of Seller on the Closing Date
as set forth in the  Purchase  Contract,  (b) if the sale of the Property is not
closed by the date fixed therefor (or any such extension  date) owing to failure
of satisfaction of a condition precedent to Purchaser's obligations,  the Escrow
Agent shall return and refund the Escrow Fund to  Purchaser,  (c) if the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date) owing to failure of performance by Seller,  Purchaser shall give Notice to
the Escrow Agent and Seller and in such Notice shall state  whether it elects as
its remedy  return of the Escrow Fund or specific  performance  of the  Purchase
Contract;  if Purchaser  elects  return of the Escrow  Fund,  Escrow Agent shall
return and refund the Escrow Fund to Purchaser,  (d) if the sale of the Property
is not closed by the date fixed therefor (or any such  extension  date) owing to
failure of performance  by Purchaser,  Escrow Agent shall  forthwith  deliver to
Seller  the Escrow  Fund in  immediately  available  funds by wire  transfer  in
accordance  with the  instructions  of Seller,  and (e) if Purchaser  shall have
canceled the Purchase  Contract on or before the  expiration of the  Feasibility
Period (as defined in the Purchase Contract),  the Escrow Agent shall return and
refund the Escrow Fund to Purchaser.

      If on or prior to the termination of the Escrow Agreement,  a party claims
to be entitled to payment of the Escrow Fund under the  provisions  referred to,
such party  shall give  Notice to the  Escrow  Agent and the other  party of the
claim in writing,  describing  in such  Notice the nature of the claim,  and the
provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
other party sends the Escrow Agent a written objection to the claim, with a copy
concurrently to the claiming  party,  within Ten (10) days after delivery of the
Notice of claim, the claim shall be conclusively presumed to have been approved.
In such case, or in the event of mutual written  consent of the parties  hereto,
given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
within  Two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
immediately preceding paragraph.

      When all monies  held by Escrow  Agent have been  finally  distributed  in
accordance herewith, this Escrow Agreement shall terminate.

4. Liability. Escrow Agent will be obligated to perform only the duties that are
expressly set forth herein. In case of conflicting demands upon Escrow Agent, it
may (i) refuse to comply  therewith as long as such  disagreement  continues and
make no delivery or other  disposition  of any funds or property  then held (and
Escrow  Agent  shall not be or  become  liable  in any way for such  failure  or
refusal to comply with such conflicting or adverse claims or demands, except for
its failure to exercise due care,  willful breach and willful  misconduct);  and
(ii) continue to so refrain and so refuse to act until all differences have been
adjusted by agreement  and,  Escrow Agent has been  notified  thereof in writing
signed  jointly by Seller and  Purchaser or (iii) to  interplead  the portion of
Escrow Fund in dispute.

5. No  Obligation  to Take Legal  Action.  Escrow  Agent  shall not be under any
obligation to take any legal action in connection with this Escrow  Agreement or
for its enforcement,  or to appear in, prosecute,  or defend any action or legal
proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
furnished  with  satisfactory  security  and  indemnity  against all such costs,
expenses, losses, or liabilities.

6. Status of Escrow Agent.  Escrow Agent is to be  considered  and regarded as a
depository  only, and shall not be responsible or liable (except for its failure
to exercise due care, willful breach or willful  misconduct) for the sufficiency
or  correctness as to form,  manner of execution,  or validity of any instrument
deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
shall be limited to the  safekeeping and investment of money,  instruments,  and
securities  received  by it as  Escrow  Agent  and  for  their  disbursement  in
accordance with the written escrow instructions given it in accordance with this
Escrow Agreement.

7. Written  Instructions  of Parties.  Notwithstanding  any  contrary  provision
contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
authority and the duty and obligation to pay over and disburse the principal and
interest of the Escrow Fund in accordance  with the joint  written  instructions
signed by Seller and Purchaser.

8. Notices.  Any required or permitted Notice or other  communication under this
Escrow Agreement  ("Notice") shall be given as follows.  All Notices,  requests,
demands  and other  communications  hereunder  shall be deemed to have been duly
given if the same shall be in writing and shall be delivered  personally or sent
by federal  express  or other  recognized  national  overnight  courier  service
maintaining  records of  delivery,  or sent by  registered  or  certified  mail,
postage  pre-paid,  or if  sent  via  facsimile,  on  the  date  sender  obtains
confirmation  of delivery with a copy thereof also sent by first class mail, and
addressed as set forth below:

            (a)   If to Seller:

                  Century Properties Fund XX
                  Tower Two
                  2000 South Colorado Boulevard

                  Suite 2-1000
                  Denver, Colorado  80222
                  Attn:  Mr. Harry Alcock
                  Facsimile No.  (303) 692-0786


<PAGE>


                        and

                  Argent Real Estate
                  1401 Brickell Avenue, Suite 520
                  Miami, Florida  33131
                  Attn:  Mr. David Marquette
                  Facsimile No.  (303) 371-6898

                  With a copy to:

                  Loeb & Loeb, LLP
                  1000 Wilshire Boulevard, Suite 1800
                  Los Angeles, California  90017
                  Attn: Andrew S. Clare, Esq.
                        Karen N. Higgins, Esq.
                  Facsimile No.  (213) 688-3460


            (b)   If to Purchaser:

                  Galaxy Investments, Inc.
                  560 Herndon Parkway, Suite 210
                  Reston, Virginia 20170
                  Attn:  Mr. Andrew J. Czekaj
                  Facsimile No.  _______________

                  With a copy to:

                  Hale and Dorr LLP
                  1455 Pennsylvania Avenue, NW
                  Suite 1000
                  Washington D.C.  20004
                  Attn:  Steven Snider, Esq.
                  Facsimile No.  (202) 942-8484


            (c)   If to Escrow Agent:

                  Commercial Title Group, Ltd.
                  ============================
                  ----------------------------
                  Attn:  _______________________
                  Facsimile No.  ________________

      Any party may change the address to which  Notices are to be  addressed by
giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
Notices, requests, demands and other communications shall be deemed to have been
delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
(ii) as of the day of receipt or attempted delivery date in the case of delivery
by air courier,  or (iii) as of the date of receipt or first attempted delivery,
as evidenced by the return  receipt card, in the case of mailing by certified or
registered United States mail.

9. Fee. Escrow Agent shall receive an fee of $300.00 for its services hereunder,
and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
including  reasonable  attorney's  fees,  incurred  or paid in  connection  with
carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
fail to act as required by this Escrow Agreement.

10. Titles and Section Headings. Titles of sections and subsections contained in
this Escrow  Agreement  are inserted for  convenience  of  reference  only,  and
neither  form a  part  of  this  Escrow  Agreement  or  are  to be  used  in its
construction or interpretation.

11.   Counterparts.  This Escrow Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

12. Non-Waiver. No waiver by either party of any breach of any term or condition
of this Escrow  Agreement  shall operate as a waiver of any other breach of such
term or condition or of any other term or condition.  No failure to enforce such
provision  shall operate as a waiver of such provision or of any other provision
hereof,  or  constitute  or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Escrow Agreement.

13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.  The parties  recognize and  acknowledge  that the powers and authority
granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
judgment in the  performance  of any function  hereunder,  except for failure to
exercise due care, willful breach and willful misconduct.

14. Nonlimitation of Liability.  Nothing contained herein shall in any way limit
the  liabilities,  obligations and remedies of Seller and Purchaser as set forth
in the Purchase Contract.

15.  Governing Law. This Escrow  Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.

16.   Time of Essence.  Time is of the essence of this Escrow Agreement.

17. Entire Agreement;  Modification.  This Escrow Agreement supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      In witness  whereof  each of the  parties  hereto has caused  this  Escrow
Agreement to be executed  under seal on its behalf by duly  authorized  persons,
all as of the day and year first above written.

                                     Seller:

                                     CENTURY PROPERTIES FUND XX, a California
                                     limited partnership

                                     By: Fox Partners III, a California general
                                         partnership, general partner


                                         By: Fox Capital Management Corporation,
                                             general partner

                                                        By:

                                                                Its:


                                          Purchaser:

                                         GALAXY INVESTMENTS, INC., a Delaware
                                         corporation

                                        By:___________________________________
                                           Andrew Czekaj, Its Authorized Officer

<PAGE>


                                    COMMERCIAL TITLE GROUP, LTD.

                                    By: _____________________________________

                                    Title:

<PAGE>


                                 Exhibit 9.1.4.1

                          TENANT ESTOPPEL CERTIFICATE

To:   Galaxy Investments, Inc., its successors, assigns and lender
      Attention:


RE:   Lease dated ____________, 19___, between                              ,
      a                      , as "Landlord", and
      ____________________________________, as "Tenant" (which together with any
      modifications in Paragraph 5 are collectively referred to as the "Lease"),
      demising premises located and addressed as:
      ____________________________________ (the "Leased Premises") being part of
      the                 Shopping Center in                ,
      (the "Property")

Gentlemen:

      The  undersigned  Tenant,  having the power and authority to do so, hereby
states,  certifies and affirms to all to whom this  Certificate may be presented
as follows:

     1. Landlord has fully performed all obligations relating to construction of
the Leased Premises and leasehold  improvements  as described in the Lease,  and
Tenant has unconditionally  accepted the Leased Premises. No monies,  including,
but not limited to any tenant allowances,  are owed by Landlord to Tenant except
the following: __________________________________ for . [insert "None" if none]

      2.  Landlord  has not  breached  or failed to comply  with any term of the
Lease,  and  Landlord  is not in default in the  performance  by Landlord of its
obligations under the Lease.

      3. Tenant has not breached or failed to comply with any term of the Lease,
and Tenant is not in default of the Lease. Tenant has not transferred,  assigned
or sublet, or agreed to transfer,  assign, or sublet,  its interest in the Lease
or any part thereof, except as follows:

                                                                        .
[insert "None" if none]

      4. The Lease term commenced on ________________,  and shall expire (unless
sooner terminated or extended as in the Lease provided) on _______________;  and
the Lease contains the following renewal options:

 .
[insert "None" if none].

     5. The Lease has not been modified, altered or amended except as follows:

                                                            [list all amendments
and modifications or write "None" if none].

     6. No free rent,  reduced or deferred rental has been granted except as set
forth on the Lease or as follows:


[insert "None" if none].

      7. The current minimum monthly rental is  $___________.  No rent under the
Lease  has been  paid more than  thirty  (30) days in  advance  of its due date.
Tenant  acknowledges  that all  additional  rent (charges for taxes,  insurance,
percentage rent, if any,  maintenance,  common areas, etc.) are payable pursuant
to the terms of the Lease.

      8. The amount of the  security  deposit  [initially]  deposited  by Tenant
under the  Lease is  $_______  [and the  amount of the  security  deposit  which
continues  to be held by Landlord  under the Lease is now  $_________].  [insert
"None" if none].

      9.    Tenant has been granted no option or other right to purchase the
Property or Leased Premises or any portion thereof.

      10.  There has not been  filed by or  against,  nor,  is there  threatened
against or  contemplated  by Tenant,  a petition  in  bankruptcy,  voluntary  or
otherwise,  any  assignment for the benefit of creditors,  any petition  seeking
reorganization  or arrangement under the bankruptcy laws of the United States or
the debtor  relief laws of any state,  or any other  action  brought  under such
bankruptcy or debtor relief laws.

      11. Tenant  acknowledges  that Landlord is currently  contemplating a sale
and/or  refinancing  of the Property and agrees that the  information  furnished
herein may be supplied to any or all of the  proposed  purchaser,  purchaser  or
lender and others of the Property (or any portion  thereof) or any  successor or
assign of any of the  foregoing  or others  and that  such  proposed  purchaser,
purchaser  or lender and others and any  successor  or assign may rely upon this
Certificate  and all of the  statements  herein  contained  as  being  true  and
accurate.

      IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly
executed, under seal, and delivered as of the day and year first above written.

TENANT:

By:________________________________
Name:______________________________



<PAGE>




                                                                         Page(s)

                                TABLE OF CONTENTS

                                                                          Page

ARTICLE 1   DEFINED TERMS...................................................2

ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................4

ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................5

ARTICLE 4   FINANCING.......................................................6

ARTICLE 5   FEASIBILITY PERIOD..............................................6

ARTICLE 6   TITLE...........................................................8

ARTICLE 7   CLOSING........................................................10

ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND
PURCHASER   15

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................19

ARTICLE 10  BROKERAGE......................................................21

ARTICLE 11  POSSESSION.....................................................21

ARTICLE 12  DEFAULTS AND REMEDIES..........................................21

ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................22

ARTICLE 14  RATIFICATION...................................................22

ARTICLE 15  EMINENT DOMAIN.................................................23

ARTICLE 16  MISCELLANEOUS..................................................23


<PAGE>
                                                                    Exhibit 10.7



                           PURCHASE AND SALE CONTRACT

                                     BETWEEN

                           CENTURY PROPERTIES FUND XX,

                        a California limited partnership

                                    AS SELLER

                                       AND

                        PENNSYLVANIA REALTY GROUP, INC.,

                           a Pennsylvania corporation

                                  AS PURCHASER


<PAGE>



                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the 15 day of December,  1999 (the  "Effective  Date") by and between CENTURY
PROPERTIES FUND XX, a California limited partnership, having a principal address
at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222 ("Seller") and
PENNSYLVANIA REALTY GROUP, INC., a Pennsylvania corporation,  having a principal
address  at  2701  East  Luzerne  Street,   Philadelphia,   Pennsylvania   19137
("Purchaser").

     NOW,  THEREFORE  WITNESSETH:  That  for  and  in  consideration  of  mutual
covenants and  agreements  herein after set forth,  Seller and Purchaser  hereby
agree as follows:

                                    RECITALS

R-1. Seller holds legal title to the real estate located in Spartanburg  County,
South Carolina, as more particularly  described in Exhibit A attached hereto and
made a part hereof. Improvements have been constructed on the property described
in this Recital.

R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
improvements and certain associated  property,  defined below as the "Property",
on the terms and conditions  set forth below (which terms and  conditions  shall
control  in the event of any  conflict  with these  Recitals),  such that on the
Closing Date (as  hereinafter  defined) the Property will be conveyed by special
warranty deed or equivalent deed to Purchaser.

R-3.  Purchaser has agreed to pay to Seller the Purchase Price for the Property,
and  Seller  has  agreed  to sell the  Property  to  Purchaser  on the terms and
conditions set forth below.

R-4.  Purchaser  intends  to make  investigations  regarding  the  Property  and
Purchaser's  intended  uses of the Property as  Purchaser  deems  necessary  and
desirable. ARTICLE 1

                                  DEFINED TERMS

1.1 Unless otherwise defined herein,  terms with initial capital letters in this
Purchase  Contract  shall have the  meanings  set forth in this Article 1 below.
1.1.1  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal holiday in the State of South Carolina.

1.1.2  "Closing"  means the  consummation  of the  purchase and sale and related
transactions contemplated by this Purchase Contract in accordance with the terms
and conditions of this Purchase Contract.

1.1.3  "Closing  Date" means the date on which the Closing of the  conveyance of
the  Property  is  required  to be held under the terms and  conditions  of this
Purchase  Contract and on which date full payment of the Purchase  Price for the
Property shall have been paid to and received by Seller in immediately available
U.S. funds.

 1.1.4 "Commercial  Lease(s)" means the interest of Seller in and to
all leases, subleases and other occupancy agreements,  whether or not of record,
which  provide for the use or occupancy of space or facilities on or relating to
the  Property  and which are in force as of the Closing  Date for the  Property.

1.1.5 "Excluded  Permits" means those Permits which,  under  applicable law, are
nontransferable  and such other Permits as may be designated as Excluded Permits
on Exhibit 1.1.5, if any, attached hereto.

1.1.6 Intentionally Omitted.
1.1.7 "Fixtures and Tangible Personal  Property" means all fixtures,  furniture,
furnishings,  fittings, equipment,  machinery,  apparatus,  appliances and other
articles  of  tangible  personal  property  now  located  on the  Land or in the
Improvements  as of the Effective Date and used or usable in connection with any
present or future  occupation  or operation of all or any part of the  Property.
The  term  "Fixtures  and  Tangible  Personal  Property"  does not  include  (i)
equipment leased by Seller and the interest of Seller in any equipment  provided
to the  Property for use,  but not owned or leased by Seller,  or (ii)  property
owned or leased by Tenants and guests,  employees  or other  persons  furnishing
goods or  services to the  Property or (iii)  property  and  equipment  owned by
Seller,  which in the  ordinary  course of business of the  Property is not used
primarily for the business,  operation or management of the Property or (iv) the
property and equipment, if any, expressly identified in Exhibit 1.1.7.

1.1.8 "Improvements"  means all buildings and improvements,  located on the Land
taken "as is" as of the end of the Feasibility Period (as hereinafter  defined),
subject to the  provisions of Article 13 and Section  16.21 below.

1.1.9 "Land"
means all of those certain tracts of land located in the State of South Carolina
described  on Exhibit  "A"  attached  hereto,  and all  rights,  privileges  and
appurtenances pertaining thereto.

1.1.10  "Miscellaneous  Property  Assets"  means all  contract  rights,  leases,
concessions,  warranties, plans, drawings and other items of intangible personal
property  relating to the  ownership  or  operation of the Property and owned by
Seller,  including  all of  Seller's  rights  and  interests  in and to the name
"Corners  Apartments"  if any, but excluding,  however,  (i)  receivables,  (ii)
Property  Contracts,  (iii) Commercial Leases,  (iv) Permits,  (v) cash or other
funds, whether in petty cash or house "banks," or on deposit in bank accounts or
in transit for deposit,  (vi) refunds,  rebates or other claims, or any interest
thereon,  for  periods or events  occurring  prior to the  Closing  Date,  (vii)
utility and similar  deposits,  (viii)  insurance or other prepaid items or (ix)
Seller's  proprietary  books and  records,  except  to the  extent  that  Seller
receives a credit on the closing statement for any such item.

1.1.11  "Permits"  means  all  licenses  and  permits  granted  by  governmental
authorities  having  jurisdiction  over the Property in respect of the matter to
which the  applicable  license or permit applies and owned by Seller and used in
or relating to the ownership, occupancy or operation of the Property or any part
thereof.

1.1.12 "Permitted  Exceptions" means those exceptions or conditions permitted to
encumber the title to the Property in accordance  with the provisions of Section
6.2.

1.1.13  "Property"  means  the Land and  Improvements  and all  rights of Seller
relating to the Land and the  Improvements,  including without  limitation,  any
rights, title and interest of Seller, if any, in and to (i) any strips and gores
adjacent  to the Land and any land  lying  in the bed of any  street,  road,  or
avenue opened or proposed, in front of or adjoining the Land, to the center line
thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
the Property by reason of a change of grade of any street or highway;  (iii) all
of the easements,  rights, privileges, and appurtenances belonging or in any way
appertaining to the Property;  together with all Fixtures and Tangible  Personal
Property,  the right, if any and only to the extent  transferable,  of Seller in
and to  Property  Contracts,  Commercial  Leases,  Permits  other than  Excluded
Permits and the Miscellaneous  Property Assets owned by Seller which are located
on the Property and used in its operation.

1.1.14 "Property Contracts" means all purchase orders, maintenance,  service, or
utility  contracts  and  similar  contracts,  which  relate  to  the  ownership,
maintenance,  construction or repair and/or  operation of the Property and which
are not  cancelable on 90 days' or shorter  Notice,  except  Commercial  Leases.

1.1.15 "Purchase  Contract" means this Purchase and Sale Contract by and between
Seller and Purchaser.


1.1.16 "Purchase Price" means the total consideration to be paid by Purchaser to
Seller for the purchase of the Property.

1.1.17 "Survey" shall have the meaning ascribed thereto in Section 6.12.

1.1.18 "Tenant" means any person or entity entitled to occupy any portion of the
Property under a Commercial Lease.

1.1.19 "Title Commitment" or "Title Commitments" shall have the meaning ascribed
thereto in Section 6.1.

1.1.20      "Title Insurer" shall have the meaning set forth in Section 6.1.

                                   ARTICLE 2

                          PURCHASE AND SALE OF PROPERTY

2.1 Seller  agrees to sell and convey the  Property to Purchaser  and  Purchaser
agrees to purchase the Property from Seller,  in  accordance  with the terms and
conditions set forth in this Purchase Contract.

                                   ARTICLE 3

                            PURCHASE PRICE & DEPOSIT

3.1 The total purchase price  ("Purchase  Price") for the Property shall be Four
Million Four Hundred Fifty  Thousand and no/100 Dollars  ($4,450,000.00),  which
shall be paid by Purchaser, as follows:

3.1.1 On the date hereof,  Purchaser shall deliver to Camperdown Title Services,
Inc.  ("Escrow  Agent" or the  "Title  Insurer"),  a deposit in the sum of Fifty
Thousand and no/100 Dollars  ($50,000.00),  in cash (such sum being  hereinafter
referred  to and held as the  "Initial  Deposit").  Purchaser  and  Seller  each
approve the form of Escrow Agreement attached as Exhibit B.

3.1.2 At or  before  5:00 p.m.  Eastern  time on the date of  expiration  of the
Feasibility  Period  (as  hereinafter  defined),   provided  Purchaser  has  not
terminated this Purchase Contract pursuant to Section 5.2 below, Purchaser shall
deliver to Escrow Agent an additional  deposit in the sum of Fifty  Thousand and
no/100 Dollars ($50,000.00),  in cash (such sum being hereinafter referred to as
the "Additional  Deposit").  The Additional Deposit shall be non-refundable when
paid except in the event the sale of the  Property is not  consummated  due to a
default by Seller and/or the failure of any condition specified in Section 9.1.

3.1.3 If Purchaser shall exercise  Purchaser's  Extension Option (as hereinafter
defined) to extend the Closing (as hereinafter defined), Purchaser shall deliver
to Escrow Agent at or before 5:00 p.m.  Eastern time on the thirtieth (30th) day
following   expiration  of  the  Feasibility   Period,  the  additional  sum  of
Twenty-Five  Thousand  Dollars  ($25,000.00)  (which  sum shall  hereinafter  be
referred to as the "Extension  Option  Deposit").  The Extension  Option Deposit
shall be  non-refundable  when paid except in the event the sale of the Property
is not  consummated  due to a  default  by  Seller  and/or  the  failure  of any
condition  specified in Section 9.1.

3.1.4 As used herein,  the term  "Deposit"
shall mean,  collectively,  the Initial Deposit,  the Additional Deposit and the
Extension  Option  Deposit (or such portion  thereof that has  theretofore  been
delivered  to Escrow  Agent).  The Escrow  Agent shall hold the Deposit and make
delivery of the Deposit to the party  entitled  thereto  under the terms hereof.
Escrow  Agent  shall  invest  the  Deposit,   in  such  short-term,   high-grade
securities, interest-bearing bank accounts, money market funds or accounts, bank
certificates  of deposit or bank  repurchase  agreements as Escrow Agent, in its
discretion, deems suitable, (provided that Escrow Agent shall invest the Deposit
as jointly  directed by Seller and Purchaser should Seller and Purchaser each in
their  respective  sole  discretion  determine  to issue such  joint  investment
instructions  to the Escrow  Agent) and all  interest and income  thereon  shall
become part of the  Deposit  and shall be remitted to the party  entitled to the
Deposit , as set forth below.

3.1.5 If the sale of the Property is closed by the Closing Date (as  hereinafter
defined) (or any extension  date provided for by the mutual  written  consent of
the parties  hereto,  given or withheld in their  respective  sole  discretion),
monies held as the Deposit shall be applied to the Purchase Price on the Closing
Date. If the sale of the Property is not closed by the Closing Date (or any such
extension  date) owing to failure of  satisfaction  of a condition  precedent to
Purchaser's  obligations,   the  Deposit  shall  be  returned  and  refunded  to
Purchaser, and neither party shall have any further liability hereunder, subject
to and except for Purchaser's liability under Section 5.3.

3.1.6 If the sale of the Property is not closed by the Closing Date (or any such
extension  date) owing to failure of performance by Seller,  Purchaser  shall be
entitled  to the  remedies  set forth in ARTICLE  12 hereof.  If the sale of the
Property is not closed by the Closing Date (or any such extension date) owing to
failure of performance by Purchaser, the Deposit shall be forfeited by Purchaser
and the sum thereof shall go to Seller  forthwith as  liquidated  damages and as
Seller's sole remedy for the lost  opportunity  costs and  transaction  expenses
incurred by Seller, as more fully set forth in ARTICLE 12 below.

                                   ARTICLE 4

                                    FINANCING

4.1  Purchaser  assumes full  responsibility  to  expeditiously  and  diligently
initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
settlement, and Purchaser's acquisition of such funds shall not be a contingency
to the Closing.

                                   ARTICLE 5

                               FEASIBILITY PERIOD

5.1 Subject to the terms of Section 5.3 below,  for thirty  (30)  calendar  days
following the  Effective  Date (e.g.,  through  January 3, 2000 if the Effective
Date is  December 3,  1999),  but in no event  later than  January 15, 2000 (the
"Feasibility  Period"),  Purchaser,  and  its  agents,  contractors,  engineers,
surveyors,  attorneys,  and employees  ("Consultants") shall have the right from
time to time to enter onto the Property:

5.1.1 To conduct and make any and all customary studies, tests, examinations and
inspections,  or investigations of or concerning the Property (including without
limitation,   engineering  and  feasibility  studies,   environmental   studies,
evaluation  of drainage  and flood  plain,  soil tests for bearing  capacity and
percolation and surveys, including topographical surveys).

5.1.2 To confirm any and all matters which  Purchaser may  reasonably  desire to
confirm  with  respect to the  Property.

5.1.3 To  ascertain  and  confirm  the
suitability of the property for Purchaser's intended use of the Property.

5.1.4 To review all  Materials  (as  hereinafter  defined)  other than  Seller's
proprietary  information.

5.2 Should the results of any of the matters referred
to in sub-paragraphs  5.1.1, 5.1.2, 5.1.3 and 5.1.4 above appear  unsatisfactory
to Purchaser for any reason,  in  Purchaser's  sole  discretion,  then Purchaser
shall have the right to  terminate  this  Purchase  Contract  by giving  written
Notice (as hereinafter  defined) to that effect to Seller and Escrow Agent on or
before 5:00 p.m. EST on the date of expiration  of the  Feasibility  Period.  If
Purchaser  exercises  such right to  terminate,  this  Purchase  Contract  shall
terminate  and be of no  further  force and  effect,  subject  to and except for
Purchaser's  liability under Section 5.3, and Escrow Agent shall promptly return
the Deposit to  Purchaser.  If  Purchaser  fails to provide  Seller with written
Notice  of  cancellation  prior to the end of the  Feasibility  Period in strict
accordance with the Notice provisions of this Purchase  Contract,  this Purchase
Contract  shall remain in full force and effect and  Purchaser's  obligation  to
purchase the Property shall be non-contingent and unconditional  except only for
satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE
9.

5.3  Purchaser  shall  indemnify  and hold  Seller  harmless  for any claims,
losses,  demands,  causes of action,  or  liability,  including  court costs and
attorneys' fees resulting from actions taken by Purchaser and its Consultants on
the Property.  Purchaser shall  indemnify,  defend (with  attorneys  approved by
Seller, such approval not to be unreasonably  withheld) and hold Seller harmless
from any and all claims,  damages,  costs and  liability  which may arise due to
such entries, surveys, tests, investigations and the like. Seller shall have the
right, without limitation,  to disapprove any and all entries,  surveys,  tests,
investigations and the like that in Seller's reasonable judgment could result in
any injury to the Property or breach of any  agreement,  or expose Seller to any
liability,  costs, liens or violations of applicable law, or otherwise adversely
affect the Property or Seller's  interest  therein.  No consent by the Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore the Property
to the same condition existing  immediately prior to Purchaser's exercise of its
rights  pursuant  to this  ARTICLE  5 at  Purchaser's  sole  cost  and  expense.
Purchaser shall maintain  comprehensive  public  liability  insurance with broad
form contractual and personal injury liability  endorsements with respect to the
Property and Purchaser's  activities  carried on therein,  in amounts (including
deductible  amounts)  and with such  insurance  carriers as shall be  reasonably
approved by Seller and naming Seller and its affiliates as additional  insureds,
with  endorsements  acceptable to Seller,  including a waiver of defenses of the
insurer based on the actions or inaction of Purchaser  (which  insurance must be
reasonably approved by Seller). Such liability insurance shall provide coverages
of not less  than  $1,000,000.00  for  injury  or death  to any one  person  and
$3,000,000.00  for injury or death to more than one person and $500,000.00  with
respect to property  damage,  by water or  otherwise).  The  provisions  of this
Section 5.3 shall survive the Closing or termination of this Purchase Contract.

5.4  Purchaser  shall not permit any  mechanic's or  materialman's  liens or any
other liens to attach to the Property by reason of the  performance  of any work
or the purchase of any  materials by Purchaser or any other party in  connection
with any studies or tests  conducted by or for Purchaser.  Purchaser  shall give
notice to Seller a  reasonable  time  prior to entry  onto the  Property,  shall
deliver proof of insurance  coverage  required  above to Seller and shall permit
Seller  to  have  a  representative   present  during  all   investigations  and
inspections  conducted  with respect to the Property.  Purchaser  shall take all
reasonable  actions and implement all  protections  necessary to ensure that all
actions taken in  connection  with the  investigations  and  inspections  of the
Property, and all equipment, materials and substances generated, used or brought
onto the  Property  pose no  material  threat to the  safety of  persons  or the
environment  and cause no damage to the Property or other  property of Seller or
other  persons.  All  information  made  available  by  Seller to  Purchaser  in
accordance with this Purchase Contract or obtained by Purchaser in the course of
its  investigations  shall be treated as confidential  information by Purchaser,
except as may be required by law, and,  prior to the purchase of the Property by
Purchaser,  Purchaser  shall use good faith efforts to prevent its  Consultants,
agents and employees  from divulging  such  information  to any unrelated  third
parties except as reasonably necessary to third parties engaged by Purchaser for
the limited  purpose of analyzing and  investigating  such  information  for the
purpose of consummating the transaction  contemplated by this Purchase Contract,
including  Purchaser's  attorneys and  representatives,  prospective lenders and
engineers.

5.5 Seller shall  deliver to Purchaser  within ten (10)  calendar  days from the
Effective   Date  copies  of  all  leases,   contracts,   engineering   studies,
environmental reports, surveys and other materials (the "Materials") in Seller's
possession  or  control   relating  to  the  Property  (other  than  proprietary
information  of Seller).  If the sale of the  Property is not closed by the date
fixed therefor,  Purchaser shall, within five (5) calendar days, return all such
Materials to Seller.

                                   ARTICLE 6

                                      TITLE

6.1 Purchaser  shall promptly  secure a commitment  for title  insurance for the
Property in an amount equal to the Purchase Price ("Title  Commitment,")  issued
by  Camperdown  Title  Services,  Inc.,  as agent for  Fidelity  National  Title
Insurance Company ("Title Insurer") for an owner's title insurance policy on the
most recent  standard  American  Land Title  Association  ("ALTA")  Policy form,
together with legible copies of all instruments identified as exceptions therein
and shall cause a copy thereof to be delivered to Seller during the  Feasibility
Period.  Purchaser agrees that it shall be solely responsible for payment of all
costs  relating  to  procurement  of the Title  Commitment  and any Owner  title
policy.

6.2 Seller shall convey,  and Purchaser agrees to accept,  title to the
Land and  Improvements,  so long as the same is insurable at ordinary  rates, by
special  warranty  deed or equivalent  deed  pursuant to this Purchase  Contract
subject  only  to the  following,  all  of  which  shall  be  deemed  "Permitted
Exceptions" and Purchaser agrees to accept the deed and title subject thereto:

6.2.1 All exceptions shown in the Title Commitment  (other than mechanics' liens
and taxes due and payable in respect of any period  preceding  Closing)  and all
exceptions noted in Exhibit 6.2.1 attached hereto; and

6.2.2 Such exceptions and
matters as approved by Purchaser  and as the Title  Company  shall be willing to
omit as exceptions to coverage;  and

6.2.3 All  Commercial  Leases and any other
occupancy,  residency, lease, tenancy and similar agreements entered into in the
ordinary  course of business and disclosed to Purchaser;  and

6.2.4 All Property
Contracts and any other  existing  contracts  created in the ordinary  course of
business by Seller, which are not identified for termination by Purchaser during
the  Feasibility  Period;  and

6.2.5  Real  estate  and  property  taxes for the
calendar year in which closing  occurs to the extent not due and payable;

6.2.6 Intentionally deleted; and

6.2.7  All  matters  of  public  record  as of the
effective  time of the Title  Commitment  (as  approved by  Purchaser).

6.3 The  existence  of other  mortgages,  liens,  or  encumbrances  shall not be
objections to title,  provided that properly executed  instruments in recordable
form  necessary  to satisfy and remove the same of record are  delivered  to the
Purchaser  at Closing or, in the  alternative,  with  respect to any mortgage or
deed of trust liens, that payoff letters from the holder of the mortgage or deed
of trust liens shall have been  delivered to and  accepted by the Title  Insurer
(sufficient  to remove the same from the policy issued at Closing),  together in
either case,  with recording  and/or filing fees. The amount of such  mortgages,
liens or  encumbrances  shall be payable at Closing  out of the  Purchase  Price
proceeds.

6.4 Unpaid liens for taxes,  charges,  and  assessments  shall not be
objections to title, but the amount thereof plus interest and penalties  thereon
shall be deducted from the Purchase Price to be paid for the Property  hereunder
and allowed to Purchaser,  subject to the provisions for  apportionment of taxes
and charges  contained  in ARTICLE 7 herein.

6.5 Unpaid  franchise  or business
corporation  or entity  taxes of any  corporations  or  entities in the chain of
title shall not be an objection to title, provided that the Title Insurer agrees
to insure against  collection out of the property or otherwise against Purchaser
or its  affiliates,  and provided  further that the Title Insurer agrees to omit
such taxes as  exceptions  to coverage  with respect to any  lender's  mortgagee
insurance policy.

6.6 If on the Closing Date there shall be conditional bills of
sale or Uniform  Commercial  Code financing  statements that were filed on a day
more than five (5) years prior to such Closing,  and such  financing  statements
have not been extended by the filing of UCC-3 continuation statements within the
past five (5) years prior to such Closing,  such financing  statements shall not
be deemed an objection to title.

6.7 If on the Closing Date, the state of title
is other than in  accordance  with the  requirements  set forth in this Purchase
Contract or if any  condition to be fulfilled by Seller shall not be  satisfied,
Purchaser shall provide Seller with written Notice thereof at such time, or such
title objection or unfulfilled  condition shall be deemed waived by Purchaser in
which case  Purchaser and Seller shall proceed to consummate  the Closing on the
Closing Date. If Purchaser  timely gives Seller such Notice,  Seller at its sole
option and upon Notice to Purchaser  within seven (7)  calendar  days  following
receipt of such Notice may elect to cure such objection or unfulfilled condition
for up to thirty (30) calendar  days;  provided,  however,  that if  Purchaser's
lender  terminates  its  financing  commitment  during  such  extension  period,
Purchaser  shall have the right to terminate  this  Purchase  Contract by giving
written  Notice to that effect to Seller and Escrow  Agent,  in which event this
Purchase Contract shall terminate and be of no further force and effect, subject
to and except for  Purchaser's  liability  under  Section  5.3, and Escrow Agent
shall promptly  return the Deposit to Purchaser..  Should Seller be able to cure
such title  objection  or  condition,  or should  Seller be able to cause  title
insurance  over the same by the Closing Date or any  postponed  Closing Date, or
should  Purchaser waive such objection or condition within such period for cure,
then the  Closing  shall take place on or before  ten (10)  calendar  days after
Notice  of such  cure or  waiver.

6.8 If  Seller  does not  elect to cure  such
objection or unfulfilled condition or during the period of cure Seller is unable
or  unwilling,  in its sole  discretion  or  opinion,  to  eliminate  such title
objection  or cause Title  Insurer to insure  over such  matter or satisfy  such
unfulfilled  condition,  Seller shall give Purchaser written Notice thereof, and
if Purchaser does not waive such objection by written Notice delivered to Seller
and the title  company  issuing  the  Title  Commitment  on or before  Seven (7)
calendar days  following  the date Seller gives such Notice,  then this Purchase
Contract  shall  automatically  terminate,  and the parties hereto shall have no
further obligations to each other, except for Purchaser's  obligations  pursuant
to Section 5.3 above,  and the Deposit (or so much thereof as has been delivered
to Escrow Agent) shall be immediately returned to Purchaser.

6.9 Notwithstanding
Section 6.8 above, Seller covenants that it will not voluntarily create or cause
any lien or  encumbrance  to attach  to the  Property  between  the date of this
Purchase  Contract  and the  Closing  Date  (other  than  Commercial  Leases and
Property  Contracts in the ordinary course of business);  any such monetary lien
or  encumbrance  so attaching by voluntary  act of Seller shall be discharged by
the Seller at or prior to Closing on the Closing Date or any  postponed  Closing
Date.  Except as  expressly  provided  above,  Seller  shall not be  required to
undertake  efforts to remove any other  lien,  encumbrance,  security  interest,
exception,  objection  or  other  matter,  to make any  expenditure  of money or
institute  litigation or any other  judicial or  administrative  proceeding  and
Seller  may elect not to  discharge  the same.

6.10  Anything  to the  contrary
notwithstanding,  Purchaser  shall not have any right to terminate this Purchase
Contract or object to any lien, encumbrance, exception or other matter that is a
Permitted  Exception,  that has been  waived or  deemed  to have been  waived by
Purchaser.

6.11 Intentionally  deleted.

6.12 Purchaser at Purchaser's sole cost
and expense, may cause to be prepared a survey for the Property ("Survey") to be
delivered to Purchaser and Seller within the Feasibility  Period. The Survey (i)
shall  be  prepared  in  accordance  with and  shall  comply  with  the  minimum
requirements  for an  ALTA/ACSM  survey;  (ii) shall be in a form,  and shall be
certified as of a date  satisfactory to Title Insurer to enable Title Insurer to
delete standard survey  exceptions from the title insurance  policy to be issued
pursuant to the Title Commitments,  except for any Permitted  Exceptions;  (iii)
shall  specifically  show all  improvements,  recorded  easements  to the extent
locatable,  set back lines,  and such other  matters  shown as exceptions by the
Title  Commitments;  (iv)  shall  specifically  show  the  right  of way for all
adjacent public streets;  (v) shall  specifically  disclose whether (and, if so,
what part of) any of the Property is in an area  designated  as requiring  flood
insurance under applicable federal laws regulating lenders; (vi) shall contain a
perimeter  legal  description  of the Property  which may be used in the special
warranty  deed or  equivalent  deed;  (vii)  shall be  certified  to  Purchaser,
Purchaser's  lender,  Seller and Title  Insurer as being true and  correct;  and
(viii) shall certify that the legal  description set forth therein describes the
same,  and  comprises  all of, the real  estate  comprising  the  Property to be
purchased by Purchaser pursuant to the terms of this Purchase  Contract.  In the
event the perimeter  legal  description of the Property  contained in the Survey
differs  from that  contained in the deed or deeds by which Seller took title to
the Property,  the latter description shall be used in the special warranty deed
delivered  to  Purchaser  at  Closing,  and the Survey  legal shall be used in a
quitclaim  deed to the  Property  which also shall be  delivered to Purchaser at
Closing.  Purchaser,  at Purchaser's sole cost and expense, may also cause to be
prepared an  environmental  report for the  Property  ("Environmental  Report").

6.12.1  Should  such  Survey  disclose  conditions  that  give  rise  to a title
exception  other than a Permitted  Exception,  Purchaser shall have the right to
object thereto within the  Feasibility  Period in accordance with the procedures
set forth in ARTICLE 5 above.

6.12.2 Purchaser agrees to make payment in full of
all costs of obtaining  Surveys required by this Purchase  Contract on or before
Closing or termination of this Purchase Contract.

                                   ARTICLE 7

                                     CLOSING

7.1 Dates,  Places Of Closing,  Prorations,  Delinquent  Rent and Closing Costs.

7.1.1 The Closing  shall occur no later than thirty (30) calendar days after the
expiration  of the  Feasibility  Period,  through an escrow with  Escrow  Agent,
whereby the Seller, Purchaser and their attorneys need not be physically present
at the Closing  and may  deliver  documents  by  overnight  air courier or other
means.

7.1.2  The  original  Closing  Date may be  extended  at the  option  of
Purchaser  (the  "Extension  Option")  to a date not later than thirty (30) Days
following the original  Closing Date specified above upon the  satisfaction  of,
and subject to, the following conditions:  (i) concurrently with the delivery of
the Extension  Notice (defined  below),  Purchaser shall deliver to Escrow Agent
the Extension Option Deposit;  (ii) Purchaser shall not have breached any of its
obligations  hereunder;  and  (iii)  all  of  Purchaser's   representations  and
warranties  contained  in Section 8.2 hereof shall be true and correct as of the
date on which Purchaser notifies Seller and Escrow Agent of Purchaser's exercise
of its Extension Option.  Purchaser's Extension Option shall be exercised, if at
all,  by prior  written  notice to  Seller  and  Escrow  Agent  (the  "Extension
Notice"),  received no later than five (5) business days prior to the expiration
of the original  scheduled  Closing Date.

7.1.3 The Closing Date may be extended
without  penalty at the option of Seller to a date not later than seven (7) days
following  the  Closing  Date  specified  above to  satisfy  a  condition  to be
satisfied by Seller, or such later date as is mutually  acceptable to Seller and
Purchaser.

7.1.4  All  normal  and  customarily   proratable  items,   including,   without
limitation,  Rents (as defined below),  operating  expenses,  personal  property
taxes,  other operating  expenses and fees,  shall be prorated as of the Closing
Date,  Seller  being  charged  or  credited,  as  appropriate,  for  all of same
attributable  to the period up to the Closing Date (and credited for any amounts
paid by Seller  attributable  to the  period on or after the  Closing  Date,  if
assumed by  Purchaser)  and  Purchaser  being  responsible  for, and credited or
charged,  as the case may be, for all of same  attributable to the period on and
after the Closing Date.  All unapplied  deposits  under Tenant  leases,  if any,
shall be  transferred  by Seller to Purchaser at the  Closing.  Purchaser  shall
assume at Closing any payments due parties under the Property  Contracts assumed
by Purchaser,  provided that any payments under the Property Contracts have been
prorated.  Any real estate ad valorem or similar taxes for the Property,  or any
installment of assessments  payable in installments which installment is payable
in the calendar year of Closing, shall be prorated to the date of Closing, based
upon actual days involved.  The proration of real property taxes or installments
of assessments  shall be based upon the assessed  valuation and tax rate figures
for the year in which the Closing  occurs to the extent the same are  available;
provided,  that in the event that actual figures (whether for the assessed value
of the  Property or for the tax rate) for the year of Closing are not  available
at the  Closing  Date,  the  proration  shall  be made  using  figures  from the
preceding year. The proration shall be final and unadjustable except as provided
in the following paragraph. For purposes of this Section 7.1.3 and Section 7.1.4
and 7.1.5 the terms "Rent" and "Rents" shall include,  without limitation,  base
rents,  additional  rents,  and any utility or other charges payable by Tenants.
The provisions of this Section 7.1.3 shall apply during the Proration Period (as
defined below).

7.1.5 If any of the items subject to proration  hereunder  cannot be prorated at
the Closing  because the  information  necessary  to compute  such  proration is
unavailable,  or if any  errors or  omissions  in  computing  prorations  at the
Closing  are  discovered  subsequent  to the  Closing,  then such item  shall be
reapportioned  and such errors and  omissions  corrected as soon as  practicable
after the Closing Date and the proper party  reimbursed,  which obligation shall
survive the Closing for a period (the "Proration  Period") from the Closing Date
until one (1) year after the Closing  Date.  Neither party hereto shall have the
right to require a  recomputation  of a Closing  proration or a correction of an
error or omission in a Closing  proration unless within the Proration Period one
of the parties hereto (i) has obtained the previously unavailable information or
has discovered  the error or omission,  and (ii) has given Notice thereof to the
other  party  together  with  a copy  of its  good  faith  recomputation  of the
proration   and  copies  of  all   substantiating   information   used  in  such
recomputation.  The  failure  of a party to obtain  any  previously  unavailable
information  or discover an error or omission with respect to an item subject to
proration  hereunder  and to give Notice  thereof as provided  above  within the
Proration  Period shall be deemed a waiver of its right to cause a recomputation
or a  correction  of an error or  omission  with  respect to such item after the
Closing Date.

7.1.6 If on the Closing Date any Tenant is in arrears in any Rent payment  under
any Commercial  Lease (the "Delinquent  Rent"),  any Delinquent Rent received by
Purchaser  and Seller  from such Tenant  after the  Closing  shall be applied to
amounts  due and  payable by such  Tenant  during the  following  periods in the
following order of priority: (i) first, to the period of time before the Closing
Date,  and (ii)  second,  to the  period of time  after  the  Closing  Date.  If
Delinquent Rent or any portion thereof received by Seller or Purchaser after the
Closing are due and payable to the other party by reason of this allocation, the
appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
and costs and expenses expended in connection with the collection thereof, shall
be promptly paid to the other party. Any monies received by Seller after closing
shall be forwarded to Purchaser for disbursement in accordance with the order of
payment provided herein above. After the Closing,  Seller shall continue to have
the right, but not the obligation,  in its own name, to demand payment of and to
collect Delinquent Rent owed to Seller by any Tenant, which right shall include,
without  limitation,  the  right  to  continue  or  commence  legal  actions  or
proceedings  (other  than  termination  of  any  Commercial  Lease  or  eviction
proceeding)  against any Tenant  (provided,  that Seller  shall not commence any
legal actions or proceedings  against any Tenant which  continues as a Tenant at
the Property  after Closing  without the prior consent of Purchaser,  which will
not be unreasonably withheld or delayed),  and the delivery of the Assignment as
defined  in  Section  7.2.1.3  shall not  constitute  a waiver by Seller of such
right.  Purchaser  agrees to  cooperate  with Seller at no cost or  liability to
Purchaser in  connection  with all efforts by Seller to collect such  Delinquent
Rent and to take all steps (other than  termination of any  Commercial  Lease or
eviction  proceeding),  whether  before or after  the  Closing  Date,  as may be
necessary  to carry  out the  intention  of the  foregoing,  including,  without
limitation,  the  delivery  to  Seller,  within  seven (7) days  after a written
request, of any relevant books and records (including,  without limitation, rent
statements,  receipted bills and copies of tenant checks used in payment of such
rent),  the  execution  of any and all  consents  or  other  documents,  and the
undertaking  of  any  act  reasonably  necessary  for  the  collection  of  such
Delinquent Rent by Seller;  provided,  however,  that Purchaser's  obligation to
cooperate with Seller pursuant to this sentence shall not obligate  Purchaser to
terminate  any  Commercial  Lease with an existing  Tenant or evict any existing
Tenant from the  Property.  The  provisions  of this  Section  7.1.5 shall apply
during the  Proration  Period.

7.1.7 Seller shall pay the cost of all recording
costs with  respect to the Closing and the cost of all  transfer  taxes and deed
stamps (e.g.,  excise stamp taxes).  Seller and Purchaser shall share equally in
the costs of the Escrow Agent for escrow fees, if any.

7.2   Items To Be Delivered Prior To Or At Closing.

7.2.1  Seller.  At  Closing,  Seller  shall  deliver to  Purchaser,  each of the
following  items,  as  applicable:

7.2.1.1  Special  Warranty  Deed in the form
attached  as  Exhibit

7.2.1.1  to  Purchaser.  The  acceptance  of such deed at
Closing,  shall be deemed to be full  performance  of, and  discharge  of, every
agreement and  obligation  on Seller's part to be performed  under this Purchase
Contract,  except for those that this Purchase  Contract  specifically  provides
shall survive Closing.

7.2.1.2 A Bill of Sale without  recourse or warranty (other than as to title) in
the form attached as Exhibit 7.2.1.2 covering all Property Contracts, Commercial
Leases, Permits (other than Excluded Permits) and Fixtures and Tangible Personal
Property  required to be transferred to Purchaser with respect to such Property.
Purchaser shall  countersign the same so as to effect an assumption by Purchaser
of Seller's obligations thereunder.

7.2.1.3 An Assignment (to the extent assignable and in force and effect) without
recourse or warranty in the form attached as Exhibit  7.2.1.3 of all of Seller's
right, title and interest in and to the Miscellaneous  Property Assets,  subject
to any required  consents.  Purchaser shall countersign the same so as to effect
an assumption by Purchaser of Seller's obligations thereunder.

7.2.1.4 A closing statement executed by Seller.

7.2.1.5 A vendor's affidavit or at Seller's option an indemnity,  as applicable,
in the customary form reasonably acceptable to Seller to enable Title Insurer to
delete the standard  exceptions to the title insurance  policy set forth in this
Purchase Contract (other than matters  constituting any Permitted Exceptions and
matters  which  are to be  completed  or  performed  post-Closing)  to be issued
pursuant to the Title Commitments; provided that such affidavit does not subject
Seller to any greater  liability,  or impose any additional  obligations,  other
than as set forth in this  Purchase  Contract;  and

7.2.1.6 A  certification  of
Seller's  non-foreign  status  pursuant to Section 1445 of the Internal  Revenue
Code of 1986, as amended.

7.2.1.7 Except for the items expressly  listed above to be delivered at Closing,
delivery  of any  other  required  items  shall  be  deemed  made by  Seller  to
Purchaser,  if Seller leaves such items at the Property in their customary place
of storage or in the custody of Purchaser's representatives.

7.2.1.8 To the extent in Seller's possession or control,  original copies of the
Commercial  Leases,  Permits and Property  Contracts,  lease files,  keys to the
property,  Seller's  books and  records  (other  than  proprietary  information)
regarding the Property, and original copies of the tenant estoppels.

7.2.2 Purchaser.  At Closing,  Purchaser shall deliver to the Title Company (for
disbursement to Seller upon the Closing) the following items with respect to the
Property being conveyed at such Closing:

7.2.2.1 The full Purchase  Price,  net of the Deposit,  as required by ARTICLE 3
hereof plus or minus the  adjustments  or  prorations  required by this Purchase
Contract. If at Closing there are any liens or encumbrances on the Property that
Seller is obligated or elects to pay and  discharge,  Seller may use any portion
of the Purchase Price for the Property to satisfy the same, provided that Seller
shall have delivered to Title Company at Closing  instruments in recordable form
sufficient  to satisfy  such liens and  encumbrances  of record  (or,  as to any
mortgages or deeds of trust, appropriate payoff letters, acceptable to the Title
Insurer),  together with the cost of recording or filing such  instruments.  The
existence of any such liens or  encumbrances  shall not be deemed  objections to
title if Seller shall comply with the foregoing requirements.

7.2.2.2     A closing statement executed by Purchaser.

7.2.2.3 A countersigned  counterpart of the Bill of Sale in the form attached as
Exhibit 7.2.1.2.

7.2.2.4 A  countersigned  counterpart  of the Assignment in the form attached as
Exhibit 7.2.1.3.

7.2.2.5 Such other instruments,  documents or certificates as are required to be
delivered by Purchaser to Seller in accordance with any of the other  provisions
of this Purchase Contract.

                                   ARTICLE 8

         REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF SELLER AND PURCHASER

8.1 Representations And Warranties Of Seller.

8.1.1 For the purpose of inducing Purchaser to enter into this Purchase Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Seller  represents  and warrants to Purchaser  the following as of the Effective
Date and as of the Closing Date:

8.1.1.1  Seller is lawfully and duly  organized,  and in good standing under the
laws of the state of its  formation  set forth in the initial  paragraph of this
Purchase Contract;  and has or at the Closing shall have the power and authority
to sell and convey the Property  and to execute the  documents to be executed by
Seller and prior to the Closing will have taken as  applicable,  all  corporate,
partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Purchase  Contract,  and the  consummation of
the transactions  contemplated by this Purchase Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms,  conditions or provisions of, or constitute a default
under,  any  Purchase  Contract to which Seller is a party or by which Seller is
otherwise  bound.  Seller has not made any other Purchase  Contract for the sale
of, or given any other person the right to  purchase,  all or any part of any of
the  Property;

8.1.1.2  Seller  owns  insurable,  fee  title  to the  Property,
including all real property  contained therein required to be sold to Purchaser,
subject  only  to the  Permitted  Exceptions  (provided,  however,  that if this
representation  is or becomes untrue,  Purchaser's  remedies shall be limited to
the  remedies  set forth in Section  6.7  hereof and Seller  shall have no other
liability as a result thereof,  either before or after  Closing);

8.1.1.3  There are no adverse or other  parties in  possession  of the Property,
except for occupants,  guests and tenants under the Commercial Leases (provided,
however, that if this representation is or becomes untrue,  Purchaser's remedies
shall be limited to the remedies  set forth in Section 6.7 hereof).

8.1.1.4 The joinder of no person or entity  other than  Seller is  necessary  to
convey the  Property,  fully and  completely,  to  Purchaser  at Closing,  or to
fulfill Seller's obligations and Seller has all necessary right and authority to
convey and assign to Purchaser all contract rights and warranties required to be
conveyed and assigned to Purchaser  hereunder;

8.1.1.5  Purchaser has no duty to collect  withholding taxes for Seller pursuant
to the Foreign  Investors Real Property Tax Act of 1980, as amended;

8.1.1.6 To Seller's knowledge, there are no actions, proceedings,  litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, as applicable;

8.1.1.7  To  Seller's  knowledge,   Seller  has  received  no  notice  from  any
governmental  authority having jurisdiction over any part of the Property citing
any uncorrected violation of any applicable building, safety or fire ordinances;

8.1.1.8 To Seller's knowledge, Seller has received no notice of future increased
real estate  assessments  affecting the Property.

8.1.1.9  Nothing herein shall
require  Purchaser to hire any of Seller's  employees nor be responsible for any
labor or employment-related liability which has arisen or might arise on account
of Seller's status as an employer,  if any; and

8.1.1.10  Seller has no knowledge of any claims for labor  performed,  materials
furnished or services  rendered in connection  with  constructing,  improving or
repairing any of the Property, as applicable,  caused by Seller and which remain
unpaid  beyond the date for which  payment was due and in respect of which liens
may or could be filed against any of the Property,  as applicable.

8.1.2 Except for the representations and warranties expressly set forth above in
Subsection  8.1.1, the Property is expressly  purchased and sold "AS IS," "WHERE
IS," and "WITH ALL FAULTS." The Purchase  Price and the terms and conditions set
forth herein are the result of arm's-length bargaining between entities familiar
with transactions of this kind, and said price, terms and conditions reflect the
fact that  Purchaser  shall have the  benefit  of, but is not  relying  upon any
information  provided by Seller or  Seller's  Broker or  Purchaser's  Broker (as
hereinafter  defined) or statements,  representations or warranties,  express or
implied,  made by or enforceable  directly  against Seller or Seller's Broker or
Purchaser's Broker, including,  without limitation, any relating to the value of
the  Property,  the physical or  environmental  condition of the  Property,  any
state,  federal,  county  or  local  law,  ordinance,  order or  permit;  or the
suitability,  compliance  or  lack  of  compliance  of  the  Property  with  any
regulation,  or any other  attribute  or matter of or relating  to the  Property
(other than any covenants of title contained in the deeds conveying the Property
and the  representations  set forth herein).  Purchaser  represents and warrants
that as of the date  hereof and as of the  Closing  Date,  it has and shall have
reviewed  and   conducted   such   independent   analyses,   studies,   reports,
investigations  and  inspections as it deems  appropriate in connection with the
Property. If Seller provides or has provided any documents,  summaries, opinions
or  work  product  of  consultants,   surveyors,  architects,  engineers,  title
companies,  governmental  authorities or any other person or entity with respect
to the  Property,  including,  without  limitation,  the  Offering  prepared  by
Seller's  Broker or Purchaser's  Broker,  Purchaser and Seller agree that Seller
has done so or shall do so only for the  convenience of both parties,  Purchaser
shall not rely thereon and the reliance by  Purchaser  upon any such  documents,
summaries,  opinions  or work  product  shall  not  create  or give  rise to any
liability of or against Seller,  Seller's partners or affiliates or any of their
respective partners, officers, directors, participants,  employees, contractors,
attorneys,   consultants,   representatives,   agents,  successors,  assigns  or
predecessors-in-interest.  Purchaser  shall  rely only upon any title  insurance
obtained  by  Purchaser  with  respect  to  title  to  the  Property.  Purchaser
acknowledges   and  agrees  that  no   representation   has  been  made  and  no
responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
applicable  zoning  or  building  code  requirements  or the  compliance  of the
Property with any other laws,  rules,  ordinances or regulations,  the financial
earning  capacity  or  expense  history of the  Property,  the  continuation  of
contracts,  continued occupancy levels of the Property,  or any part thereof, or
the continued occupancy by tenants of any Commercial Leases or, without limiting
any of the foregoing,  occupancy at Closing. Prior to Closing, Seller shall have
the right, but not the obligation, to enforce its rights, in a manner reasonably
consistent with Seller's past practices, against any and all Property occupants,
guests or tenants.  Except as otherwise set forth herein,  Purchaser agrees that
the departure or removal, prior to Closing, of any of such guests,  occupants or
tenants  shall not be the basis for, nor shall it give rise to, any claim on the
part of Purchaser,  nor shall it affect the  obligations of Purchaser under this
Purchase Contract in any manner whatsoever;  and Purchaser shall close title and
accept  delivery  of the deed with or without  such  tenants in  possession  and
without any  allowance or reduction  in the Purchase  Price under this  Purchase
Contract.  Purchaser  hereby  releases  Seller  from  any  and  all  claims  and
liabilities  relating to the  foregoing  matters,  except as provided in Section
8.1.3  below.

8.1.3  Seller and  Purchaser  agree  that  those  representations
contained  in Section  8.1 shall  survive  Closing  for a period of One (1) year
(that is, any proceeding  based on the breach of a  representation  contained in
Section  8.1  that  survives  Closing  must be  commenced  within  One (1)  year
subsequent  to the  date of  such  representation).  In the  event  that  Seller
breaches any  representation  contained in Section 8.1 and  Purchaser had actual
knowledge  of such breach  prior to Closing,  Purchaser  shall be deemed to have
waived  any  right of  recovery  and  Seller  shall  not have any  liability  in
connection  therewith.

8.1.4  Representations  and warranties above made to the
knowledge  of Seller  shall not be  deemed  to imply  any duty of  inquiry.  For
purposes of this Purchase Contract, the term Seller's "knowledge" shall mean and
refer to only actual knowledge of the Designated  Representative (as hereinafter
defined) of the Seller and shall not be construed  to refer to the  knowledge of
any other partner,  officer,  director, agent, employee or representative of the
Seller,  or any  affiliate  of the  Seller,  or to impose  upon such  Designated
Representative any duty to investigate the matter to which such actual knowledge
or  the  absence   thereof   pertains,   or  to  impose  upon  such   Designated
Representative  any  individual  personal  liability.  As used herein,  the term
Designated   Representative  shall  refer  to  Janice  Vinson  of  NPI  Property
Management   Corporation,   the   Property   Manager  for  the   Property.

8.2 Representations And Warranties Of Purchaser

8.2.1 For the purpose of inducing
Seller to enter  into this  Purchase  Contract  and to  consummate  the sale and
purchase of the  Property  in  accordance  herewith,  Purchaser  represents  and
warrants to Seller the following as of the Effective  Date and as of the Closing
Date:

8.2.2 With respect to Purchaser and its business, Purchaser represents and
warrants, in particular,  that:

8.2.2.1 Purchaser is corporation duly organized,
validly  existing and in good standing under the laws of  Pennsylvania.

8.2.2.2  Purchaser,  acting  through  any of its or  their  duly  empowered  and
authorized officers or members, has all necessary power and authority to own and
use its properties and to transact the business in which it is engaged,  and has
full power and  authority to enter into this Purchase  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform its obligations hereunder; and no consent of any of Purchaser's officers
or members are required to so empower or authorize Purchaser.

8.2.2.3 No pending or, to the
knowledge  of  Purchaser,  threatened  litigation  exists  which  if  determined
adversely would restrain the  consummation of the  transactions  contemplated by
this Purchase  Contract or would declare illegal,  invalid or non-binding any of
Purchaser's  obligations  or  covenants  to Seller.

8.2.2.4  Purchaser  is duly
authorized  to execute  and  deliver,  acting  through  its duly  empowered  and
authorized officers and members, respectively, this Purchase Contract. Purchaser
is, or prior to closing  shall be,  duly  authorized  to perform  this  Purchase
Contract and all documents and instruments and transactions  contemplated hereby
or incidental hereto, and such execution, delivery and performance by Purchaser,
does not (i) violate any of the provisions of their  respective  certificates of
incorporation  or bylaws,  (ii) violate any  provision of any law,  governmental
rule or regulation  currently in effect,  (iii)  violate any  judgment,  decree,
writ, injunction,  award,  determination or order currently in effect that names
or is specifically  directed at Purchaser or its property,  and (iv) require the
consent,  approval,  order or authorization of, or any filing with or notice to,
any court or other governmental  authority.

8.2.2.5 The joinder of no person or
entity other than  Purchaser is necessary to consummate the  transactions  to be
performed by Purchaser and Purchaser  has, or prior to Closing,  shall have, all
necessary  right  and  authority  to  perform  such  acts  as are  required  and
contemplated by this Purchase  Contract.

8.2.3 Purchaser has not dealt with any
broker,  finder or any other person,  in connection  with the purchase of or the
negotiation  of the purchase of the  Property  that might give rise to any claim
for commission against Seller or lien or claim against the Property,  other than
Seller's Broker or Purchaser's Broker.

8.2.4 Intentionally Omitted.

                                   ARTICLE 9

                         CONDITIONS PRECEDENT TO CLOSING

9.1 Without  limiting any of the rights of Purchaser  provided for  elsewhere in
this  Purchase  Contract,  Purchaser's  obligation  to close under this Purchase
Contract shall be subject to and  conditioned  upon the  fulfillment of each and
all of the following conditions precedent:

9.1.1 All of the  documents  required to be  delivered by Seller to Purchaser at
the  Closing  pursuant  to the  terms  and  conditions  hereof  shall  have been
delivered  and  shall  be in  form  and  substance  reasonably  satisfactory  to
Purchaser;

9.1.2 Each of the representations and warranties of Seller contained
herein  shall be true in all  material  respects as of the Closing  Date;

9.1.3 Seller shall have complied  with,  fulfilled and performed in all material
respects  each of the  covenants,  terms and  conditions  to be  complied  with,
fulfilled or performed by Seller hereunder;

9.1.4  Notwithstanding  anything to
the contrary,  there are no other conditions on Purchaser's  obligation to Close
except as expressly set forth above.

9.2 Without  limiting any of the rights of
Seller elsewhere provided for in this Purchase Contract,  Seller's obligation to
close with respect to  conveyance of the Property  under this Purchase  Contract
shall be subject to and conditioned  upon the fulfillment of each and all of the
following conditions precedent:

9.2.1 Purchaser's representations and warranties
set forth in this  Purchase  Contract  shall  have been true and  correct in all
material  respects  when made,  and shall be true and  correct  in all  material
respects on the Closing Date and as though such  representations  and warranties
were made at and as of such date and time.

9.2.2  Purchaser  shall  have  fully
performed and complied with all covenants,  conditions, and other obligations in
this  Purchase  Contract to be performed  or complied  with by it at or prior to
Closing including,  without  limitation,  payment in full of the Purchase Price.

9.2.3 There shall not be pending or, to the  knowledge  of either  Purchaser  or
Seller, any litigation or threatened  litigation which, if determined adversely,
would restrain the consummation of any of the transactions  contemplated by this
Purchase Contract or declare illegal, invalid or nonbinding any of the covenants
or obligations of the Purchaser.

9.2.4 Fidelity National Title Insurance Company
shall have  delivered to Seller an Insured  Closing Letter in form and substance
satisfactory to Seller.

                                   ARTICLE 10

                                    BROKERAGE

10.1 Seller  represents  and warrants to  Purchaser  that it has dealt only with
Pinnacle Realty Management Company,  7316 Wisconsin Avenue, Suite 300, Bethesda,
Maryland  20814-2925  ("Seller's  Broker")  in  connection  with  this  Purchase
Contract.  Purchaser  represents  and  warrants to Seller that it has dealt only
with First Union Mortgage Corporation ("Purchaser's Broker") and Seller's Broker
in connection with this Purchase Contract.  Seller and Purchaser each represents
and  warrants  to the other  that  other than  Seller's  Broker and  Purchaser's
Broker,  it has not dealt with or utilized the services of any other real estate
broker,  sales person or finder in connection with this Purchase  Contract,  and
each party agrees to  indemnify  the other party from and against all claims for
brokerage commissions and finder's fees arising from or attributable to the acts
of omissions of the indemnifying party.

10.2 Seller agrees to pay Seller's Broker a commission according to the terms of
a separate  agreement.  Purchaser agrees to pay Purchaser's  Broker a commission
according  to the terms of a separate  agreement.  Neither  Seller's  Broker nor
Purchaser's  Broker shall be deemed a party or third party  beneficiary  of this
Purchase Contract.

10.3 Neither Seller's Broker nor Purchaser's  Broker assumes any  responsibility
for the condition of the Property or representation  for the performance of this
Purchase Contract by the Seller or Purchaser.

                                   ARTICLE 11

                                   POSSESSION

11.1  Possession of the Property  subject to the Permitted  Exceptions  shall be
delivered to Purchaser at the Closing, subject to Purchaser's right of entry for
inspection as set forth in ARTICLE 5.

                                   ARTICLE 12

                              DEFAULTS AND REMEDIES

12.1 In the Event  Purchaser  terminates  this Purchase  Contract  following the
Feasibility  Period for any reason  other than  Seller's  default  hereunder  or
inability to convey  title as required by this  Purchase  Contract,  or defaults
hereunder on or prior to the Closing Date and  consummation  of the Closing does
not occur by reason of such  termination  or  default by  Purchaser,  Seller and
Purchaser agree that it would be impractical and extremely difficult to estimate
the damages  which Seller may suffer.  Therefore,  Seller and  Purchaser  hereby
agree that, except for the Purchaser's  obligations to Seller under Section 5.3,
the  reasonable  estimate of the total net detriment that Seller would suffer in
the event that  Purchaser  so  terminates  this  Purchase  Contract  or defaults
hereunder  on or prior to the  Closing  Date is and shall be, as  Seller's  sole
remedy (whether at law or in equity), the right to receive from the Escrow Agent
and retain the full amount of the Deposit.  The payment and  performance  of the
above as liquidated  damages is not intended as a forfeiture  or penalty  within
the meaning of applicable law and is intended to settle all issues and questions
about the amount of damages suffered by Seller in the applicable  event,  except
only for  damages  under  Section 5.3 above,  irrespective  of the time when the
inquiry about such damages may take place.  Upon any such termination or default
by Purchaser hereunder, this Purchase Contract shall be terminated,  and neither
party shall have any further rights or obligations hereunder, each to the other,
except for the  Purchaser's  obligations to Seller under Section 5.3 above,  and
the right of  Seller to  collect  such  liquidated  damages  to the  extent  not
theretofore paid by Purchaser.

12.2 Provided that  Purchaser has not terminated  this Purchase  Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Seller's  default  hereunder,  Purchaser's  sole remedy shall be to elect to (1)
terminate this Purchase Contract and receive reimbursement of the Deposit (or so
much  thereof  as has been  received  by  Escrow  Agent)  or (2)  seek  specific
performance of this Purchase Contract.  If Seller willfully defaults  hereunder,
and  Purchaser  elects  remedy  (1) above,  then  Seller  shall  also  reimburse
Purchaser for Purchaser's reasonable out-of-pocket expenses (including,  without
limitation,  reasonable attorneys' fees, charges and disbursements)  incurred in
connection  with the  negotiation of this Purchase  Contract and Purchaser's due
diligence efforts, provided however, that the amount of such reimbursement shall
not exceed $20,000.00).

                                   ARTICLE 13

                            RISK OF LOSS OR CASUALTY

13.1 Seller shall  maintain all current  insurance  policies with respect to the
Property in effect  until the Closing  Date.  Prior to the Closing , the risk of
loss or  damage to the  Property  by fire or other  casualty  shall be borne and
assumed  by  Seller.  If,  prior  to the  Closing,  any  "Material  Damage"  (as
hereinafter  defined)  occurs to any portion of the Property as a result of fire
or other casualty,  Seller shall  immediately  notify Purchaser of such fact. In
such event,  Purchaser shall have the option to terminate this Purchase Contract
upon  written  notice to Seller  given not later  than  thirty  (30) days  after
receipt  of any  such  notice  from  Seller.  Purchaser  shall  have no right to
terminate this Purchase Contract as a result of any damage or destruction of any
portion of the Property that does not constitute  Material Damage.  If Purchaser
does not elect or has no right to terminate this Purchase Contract, Seller shall
assign and turn over,  and Purchaser  shall be entitled to receive and keep, all
insurance  proceeds  payable with respect to such damage or  destruction  (which
shall then be  repaired or not at  Purchaser's  option and cost) and the parties
shall proceed to the Closing  pursuant to the terms hereof without  modification
of the terms of this Purchase  Contract.  If Purchaser  does not elect or has no
right to terminate this Purchase  Contract by reason of any casualty,  Purchaser
shall have the right to participate in any adjustment of the insurance claim. If
the insurance  proceeds payable with respect to any damage do not cover the full
replacement  cost  of  such  damage,  Seller  shall  credit  Purchaser  for  the
difference  between the insurance  proceeds and the actual  reasonable  expenses
necessary  to repair such  damage;  provided  however that such credit shall not
exceed the lesser of (1) twenty percent (20%) of the total repair costs,  or (2)
$100,000.  As used  herein,  the term  "Material  Damage"  shall mean  damage or
destruction the cost of repair of which exceeds $250,000.00.

                                   ARTICLE 14

                                  RATIFICATION

14.1 This  Purchase  Contract  shall be null and void unless  fully  executed by
Purchaser and Seller on or before December 17, 1999.

                                   ARTICLE 15

                                 EMINENT DOMAIN

15.1 In the event that prior to Closing  all or any part of the  Property is (or
has previously been) acquired,  or is about to be acquired,  by authority of any
governmental agency or by purchase in lieu thereof (or in the event that at such
time  there is any  notice of any such  acquisition  or intent to acquire by any
such governmental  agency),  Seller shall promptly notify Purchaser thereof, and
Purchaser  shall  have the right,  at  Purchaser's  option,  to  terminate  this
Purchase  Contract  by  giving  written  Notice  within  Fifteen  (15)  days  of
Purchaser's  receipt from Seller of Notice of the  occurrence  of such event and
recover the Deposit (or so much thereof as has been  delivered to Escrow  Agent)
hereunder,  or to settle in accordance with the terms of this Purchase  Contract
for the full  Purchase  Price and receive the full  benefit or any  condemnation
award. If Purchaser does not elect to terminate this Purchase  Contract,  Seller
shall assign to Purchaser at the Closing, all rights in connection therewith. If
Purchaser does not elect to terminate this Purchase  Contract,  Seller shall not
agree to any conveyance in lieu of a taking or acquisition,  or settle any claim
on account of any taking or  acquisition  prior to Closing  without  Purchaser's
consent, which consent shall not be unreasonably withheld or delayed.

                                   ARTICLE 16

                                  MISCELLANEOUS

16.1  Exhibits And Schedules

All Exhibits and Schedules  annexed hereto are a part of this Purchase  Contract
for all purposes.

16.2 Assignability

      Subject to Section 16.18, this Purchase Contract is not assignable without
first obtaining the prior written approval of the  non-assigning  party,  except
that  Purchaser  may  assign  all or an  undivided  interest  in this  Purchaser
Contract to one or more entities so long as (i)  Purchaser or its  principals or
affiliates remains a part of the purchasing  entity(ies),  (ii) Purchaser is not
released from its liability hereunder,  and (iii) Seller consents thereto (which
consent shall not be unreasonably withheld or delayed).

16.3  Binding Effect

      This Purchase  Contract  shall be binding upon and inure to the benefit of
Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
assigns.

16.4 Captions

      The captions,  headings,  and arrangements  used in this Purchase Contract
are for convenience only and do not in any way affect, limit, amplify, or modify
the terms and provisions hereof.

16.5  Number And Gender Of Words

      Whenever  herein the singular  number is used,  the same shall include the
plural  where  appropriate,  and words of any gender  shall  include  each other
gender where appropriate.

16.6  Notices

      All  Notices,  demands,  requests  and other  communications  permitted or
required pursuant to the provisions of this Purchase  Contract  ("Notice") shall
be in writing and shall be deemed to have been properly  given or served for all
purposes  only  (i) if  sent  by  Federal  Express  or a  nationally  recognized
overnight  carrier for next  business day  delivery,  on the first  business day
following  deposit  of such  Notice  with such  carrier,  or (ii) if  personally
delivered,  on the actual date of delivery or (iii) if sent by  certified  mail,
return  receipt  requested  postage  prepaid,  on the Fifth (5th)  business  day
following the date of mailing addressed as follows:

              If to Seller:                      If to Purchaser:

              Century Properties Fund XX       Pennsylvania Realty Group, Inc.
              Tower Two                        2701 East Luzerne Street
              2000 South Colorado Boulevard    Philadelphia, Pennsylvania  19137
              Suite 2-1000                     Attn:  Mr. Steven A. Berger
              Denver, Colorado  80222
              Attn:  Mr. Harry Alcock

                    And

                                                 With a copy to:
              Argent Real Estate

              1401 Brickell Avenue, Suite 520    Alan N. Escott, Esq.
              Miami, Florida  33131              McCausland, Keen & Backman
              Attn:  Mr. David Marquette         Suite 160, Radnor Court
                                                 259 N. Radnor-Chester Road
                                                 Radnor, Pennsylvania  19087

              With a copy to:

              Loeb & Loeb
              1000 Wilshire Boulevard, Suite
              1800
              Los Angeles, California  90017
              Attn: Andrew S. Clare, Esq.
                    Karen N. Higgins, Esq.

      Any of the parties may  designate a change of address by Notice in writing
to the other parties. Whenever in this Purchase Contract the giving of Notice by
mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
writing by the person or persons entitled to receive such Notice. Notices may be
given by a party's attorney on such party's behalf.

16.7  Governing Law And Venue

      The  laws of the  State of  South  Carolina  shall  govern  the  validity,
construction,  enforcement, and interpretation of this Purchase Contract, unless
otherwise  specified herein except for the conflict of laws provisions  thereof.
All claims, disputes and other matters in question arising out of or relating to
this Purchase Contract,  or the breach thereof,  shall be decided by proceedings
instituted and litigated in the United States District Court for the district in
which the Property is situated,  and the parties hereto expressly consent to the
venue and jurisdiction of such court.

16.8  Entirety And Amendments

      This Purchase  Contract  embodies the entire Purchase Contract between the
parties and supersedes all prior Purchase Contracts and understandings,  if any,
relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
instrument in writing  executed by the party against whom enforcement is sought.

16.9 Severability

      If any provision of this Purchase Contract is held to be illegal, invalid,
or  unenforceable  under present or future laws,  such provision  shall be fully
severable.  The Purchase  Contract  shall be  construed  and enforced as if such
illegal,  invalid, or unenforceable provision had never comprised a part of this
Purchase Contract;  and the remaining provisions of this Purchase Contract shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
shall be added  automatically as a part of this Purchase Contract a provision as
similar in terms to such illegal,  invalid, or unenforceable provision as may be
possible to make such provision legal, valid, and enforceable.

16.10 Multiple Counterparts

     This   Purchase   Contract  may  be  executed  in  a  number  of  identical
counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
original  for  all  purposes  and all  such  counterparts  shall,  collectively,
constitute one Purchase Contract.  In making proof of this Purchase Contract, it
shall not be necessary to produce or account for more than one such counterpart.

16.11 Further Acts

      In  addition to the acts and deeds  recited  herein and  contemplated  and
performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
executed and/or  delivered any and all such further acts,  deeds, and assurances
as may be necessary to consummate the transactions contemplated hereby.

16.12 Construction

      No provision of this Purchase  Contract shall be construed in favor of, or
against,  any particular  party by reason of any presumption with respect to the
drafting of this Purchase Contract;  both parties, being represented by counsel,
having  fully  participated  in  the  negotiation  of  this  instrument.

16.13 Confidentiality

      Purchaser  shall not disclose the terms and  conditions  contained in this
Purchase Contract, and shall keep the same confidential, provided that Purchaser
may disclose the terms and conditions of this Purchase  Contract (i) as required
by law, (ii) to consummate the terms of this Purchase Contract, or any financing
relating  thereto,  or (iii) to Purchaser's or Seller's  lenders,  attorneys and
accountants and advisors.  Any information provided by Seller to Purchaser under
the terms of this  Purchase  Contract is for  informational  purposes  only.  In
providing  such  information  to Purchaser,  Seller makes no  representation  or
warranty,   express,   written,  oral,  statutory,  or  implied,  and  all  such
representations  and warranties are hereby expressly  excluded.  Purchaser shall
not in any way be entitled to rely upon the accuracy of such  information.  Such
information is also  confidential  and Purchaser shall be prohibited from making
such  information  public to any other  person or entity other than its lenders,
agents and legal representatives,  without Seller's prior written authorization,
which may be granted or denied in Seller's sole discretion.

16.14 Time Of The Essence

It is  expressly  agreed by the parties  hereto that time is of the essence with
respect to this Purchase Contract.

16.15 Cumulative Remedies And Waiver

      No remedy herein  conferred or reserved is intended to be exclusive of any
other available  remedy or remedies herein  conferred or referred,  but each and
every such remedy  shall be  cumulative  and shall be in addition to every other
remedy given under this Purchase Contract.  No delay or omission to exercise any
right or power  accruing upon any default,  omission,  or failure of performance
hereunder  shall  impair any right or power or shall be construed to be a waiver
thereof,  but any such right and power may be exercised from time to time and as
often as may be deemed expedient. No waiver, amendment, release, or modification
of this Purchase Contract shall be established by conduct,  custom, or course of
dealing.

16.16 Litigation Expenses

      Notwithstanding anything to the contrary herein, in the event either party
hereto commences  litigation  against the other to enforce its rights hereunder,
the prevailing  party in such  litigation  shall be entitled to recover from the
other party its  reasonable  attorneys'  fees and  expenses  incidental  to such
litigation.

16.17 Time Periods

      Should the last day of a time period  fall on a weekend or legal  holiday,
the next Business Day thereafter shall be considered the end of the time period.

16.18 Exchange

      At Seller's  sole cost and expense,  Seller may  structure the sale of the
Property to  Purchaser  as a Like Kind  Exchange  under  Internal  Revenue  Code
Section  1031  whereby  Seller will  acquire  certain  property  (the "Like Kind
Exchange Property") in conjunction with the sale of the Property (the "Like Kind
Exchange").  Purchaser shall cooperate fully and promptly with Seller's  conduct
of the Like Kind  Exchange,  provided  that all costs and expenses  generated in
connection  with the Like Kind  Exchange  shall be borne  solely by Seller,  and
Purchaser shall not be required to take title to or contract for the purchase of
any other  property.  If Seller uses a qualified  intermediary to effectuate the
exchange,  any assignment of the rights or obligations of Seller hereunder shall
not relieve,  release or absolve Seller of its  obligations to Purchaser.  In no
event shall the Closing Date be delayed by the Like Kind Exchange.  Seller shall
indemnify  and hold  harmless  Purchaser  from and against any and all liability
arising from and out of the Like Kind Exchange.

16.19 No Personal Liability of Officers, Trustees or Directors

      No individual officer, trustee, director or representative of the partners
of Seller or of Purchaser shall have any personal  liability under this Purchase
Contract  or  any  document   executed  in  connection  with  the   transactions
contemplated by this Purchase Contract.

16.20 No Exclusive Negotiations

      Seller shall have the right,  at all times,  to solicit  backup offers and
enter into discussions,  negotiations, or any other communications concerning or
related to the sale of the Property  with any  third-party;  provided,  however,
that such communications are subject to the terms of this Purchase Contract, and
that  Seller  shall not enter  into any  contract  or binding  agreement  with a
third-party  for the sale of the Property unless such agreement is contingent on
the  termination  of this  Purchase  Contract  without the Property  having been
conveyed to Purchaser.

16.21 Maintenance of Property

      From and after the  expiration of the  Feasibility  Period,  Seller hereby
agrees to operate and maintain the  Property in a manner  reasonably  consistent
with Seller's past practices.

<PAGE>

      NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
under seal as of the date first set forth above.

                                     Seller:

                                         CENTURY PROPERTIES, FUND XX,

                                         a California limited partnership

                                         By: Fox Partners III,
                                             a California general partnership,
                                             its general partner

                                         By: Fox Capital Management Corporation,
                                                 a California corporation,
                                                 its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

                                          Purchaser:

                                         PENNSYLVANIA REALTY GROUP, INC.,
                                         a Pennsylvania corporation

                                     By: ______________________________________
                                         Name:  _______________________________
                                         Title:  ______________________________

<PAGE>

                                     ACKNOWLEDGEMENTS

SELLER

STATE OF __________________   )
      ------      ------      )
COUNTY OF ________________    )


I, the  undersigned  notary public for the State of  _______________,  do hereby
certify  that  _________________________,  the  ________________________  of Fox
Capital  Management  Corporation,  the General  Partner of Fox Partners III, the
General  Partner of Century  Properties Fund XX,  personally  appeared before me
this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this the _____ day of __________, 1999.

------------------------------------------------------------------------
                                    Notary Public for __________________
                                    My Commission Expires:  ____________


PURCHASER

STATE OF __________________   )
      ------      ------      )
COUNTY OF ________________    )


I, the  undersigned  notary public for the State of  _______________,  do hereby
certify  that   _________________________,   the   ________________________   of
Pennsylvania  Realty Group,  Inc.,  personally  appeared  before me this day and
acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this the _____ day of __________, 1999.

------------------------------------------------------------------------
                                    Notary Public for __________________
                                    My Commission Expires:  ____________

<PAGE>


                                    EXHIBIT A

                    LEGAL DESCRIPTION FOR THE CORNERS APARTMENTS

All that parcel of land,  containing  8.10 acres,  more or less,  located on the
east side of Fernwood Drive in the City of  Spartanburg,  County of Spartanburg,
State of South Carolina and being more particularly described as follows:

BEGINNING  at an iron  pin on the  east  side of the  curb on the  east  side of
Fernwood  Drive,  which  stands  583.00 feet in a southerly  direction  from the
intersection  of Fernwood  Drive and Peach Shed Road,  and running  thence south
85.00 east 391.30 feet to an iron pin;  thence south  +/-7-45 east a distance of
419.50 feet to an old iron pin;  thence south  +/-1-09 east a distance of 125.40
feet to an old iron pin; thence south 26-43 west a distance of 275.50 feet to an
old iron pin;  thence  north  63-17 west a distance  of 311.50  feet to a point;
thence south 84-25 west a distance of 192.30 feet to an old iron pin on the east
side of the curb on the east side of Fernwood Drive, and running thence with the
east side of the curb on the east side of Fernwood  Drive the following  courses
and  distances:  north  00-07 east a distance of 110.00 feet to an old iron pin,
north  03-41 east a distance  of 64.50 feet to an old iron pin,  and north 05-00
east a  distance  of 508.20  feet to an old iron pin at the POINT OF  BEGINNING;
being shown on plat of property of Lincoln  Property  Company  made by Gooch and
Associates  Surveyors,  dated January 12, 1973,  and recorded in Plat Book 70 at
page 271, R.M.C. office for the County and State aforesaid.  Also, as shown on a
more recent  survey  dated June,  1974 and updated  August 12, 1985  entitled "A
Final  as-Built   Survey  for  Corners   Apartments"   Shelter   Properties  IV,
Spartanburg,   South  Carolina  certified  to  Shelter  Properties  IV,  Century
Properties  Fund  XX  and  Lawyers  Title  Insurance  Corporation  by  James  M.
Honeycutt, South Carolina Registered Land Surveyor No. 5027.

PROPERTY ADDRESS  151 Fernwood Drive

      ______      ______Spartanburg, South Carolina 29302

This is the same property  conveyed to Century  Properties Fund XX, a California
limited partnership,  by deed of Thomas J. DeZern,  Master in and for the County
aforesaid, recorded in Deed Book 59-R at page 559.


<PAGE>




                                  EXHIBIT 1.1.5

                            LIST OF EXCLUDED PERMITS

                                      None


<PAGE>


                                  EXHIBIT 1.1.7

                  LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT

                                      None


<PAGE>


                                  EXHIBIT 6.2.1

                           ADDITIONAL TITLE EXCEPTIONS

1.    All easements, restrictions and matters of record.



<PAGE>


                                 EXHIBIT 7.2.1.1

                          FORM OF LIMITED WARRANTY DEED

STATE OF SOUTH CAROLINA_)
      ______      ______      )           LIMITED WARRANTY DEED
COUNTY OF SPARTANBURG___)



      KNOW  ALL MEN BY  THESE  PRESENTS,  that  Century  Properties  Fund  XX, a
California  limited  partnership,  Grantor,  in the State aforesaid,  for and in
consideration of ________ and No/100  ($_________)  Dollars,  and other valuable
consideration,  to it in hand paid at and before the sealing of these  presents,
by ___________  Grantee of the State  aforesaid,  the receipt of which is hereby
acknowledged,  has granted,  bargained, sold and released, and by these presents
does grant,  bargain,  sell and release  unto the said  Grantee,  and  Grantee's
heirs, successors and assigns, the following described property:

                           SEE EXHIBIT "A" ATTACHED HERETO AND
                             INCORPORATED HEREIN BY REFERENCE
TMS No.______________
Grantee's Address:______
      ------      ------

      Together   with  all  and   singular,   the  rights,   hereditaments   and
appurtenances belonging or in anywise incident or appertaining.

      TO HAVE AND TO HOLD, subject to the rights,  conditions,  and restrictions
herein,  subject to  easements,  restrictions  and  matters  of record,  all and
singular, the property before mentioned unto the said Grantee(s).

      And the Grantor does hereby bind itself and its successors and assigns, to
warrant and forever  defend all and  singular  the said  premises  unto the said
Grantee,  Grantee's heirs, successors and assigns, against the claims of persons
owning or claiming, by, through or under Grantor, the same or any part thereof.


<PAGE>



      IN WITNESS WHEREOF,  Grantor has signed and sealed this instrument the day
and year first above written.

Signed, sealed and delivered             CENTURY PROPERTIES, FUND XX,
in the Presence of:                      a California limited partnership

                  ______                 By: Fox Partners III,
Witness No. 1                                a California general partnership,
                                             its general partner
                  ------
Witness No. 2                            By: Fox Capital Management Corporation,
                                                 a California corporation,
                                                 its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

<PAGE>



STATE OF _______________)
            ------------)
COUNTY OF ______________)

      PERSONALLY  appeared before me the undersigned  witness who made oath that
(s)he      saw     the      within      named      ____________________________,
_____________________________       by       _______________________,        its
_________________________,  sign and seal as its act and  deed and  deliver  the
within written instrument and that (s)he with the other witness subscribed above
witnessed the execution thereof.

            ------------            ------------------------------
            ____________            Witness No. 1

SWORN to and subscribed before me this ____day of ______________, 1999.

_____________________________(L.S.)
Notary Public for _______________

My Commission Expires: ______________




<PAGE>


                                    EXHIBIT "A"

                                LEGAL DESCRIPTION

All that parcel of land,  containing  8.10 acres,  more or less,  located on the
east side of Fernwood Drive in the City of  Spartanburg,  County of Spartanburg,
State of South Carolina and being more particularly described as follows:

BEGINNING  at an iron  pin on the  east  side of the  curb on the  east  side of
Fernwood  Drive,  which  stands  583.00 feet in a southerly  direction  from the
intersection  of Fernwood  Drive and Peach Shed Road,  and running  thence south
85.00 east 391.30 feet to an iron pin;  thence south  +/-7-45 east a distance of
419.50 feet to an old iron pin;  thence south  +/-1-09 east a distance of 125.40
feet to an old iron pin; thence south 26-43 west a distance of 275.50 feet to an
old iron pin;  thence  north  63-17 west a distance  of 311.50  feet to a point;
thence south 84-25 west a distance of 192.30 feet to an old iron pin on the east
side of the curb on the east side of Fernwood Drive, and running thence with the
east side of the curb on the east side of Fernwood  Drive the following  courses
and  distances:  north  00-07 east a distance of 110.00 feet to an old iron pin,
north  03-41 east a distance  of 64.50 feet to an old iron pin,  and north 05-00
east a  distance  of 508.20  feet to an old iron pin at the POINT OF  BEGINNING;
being shown on plat of property of Lincoln  Property  Company  made by Gooch and
Associates  Surveyors,  dated January 12, 1973,  and recorded in Plat Book 70 at
page 271, R.M.C. office for the County and State aforesaid.  Also, as shown on a
more recent  survey  dated June,  1974 and updated  August 12, 1985  entitled "A
Final  as-Built   Survey  for  Corners   Apartments"   Shelter   Properties  IV,
Spartanburg,   South  Carolina  certified  to  Shelter  Properties  IV,  Century
Properties  Fund  XX  and  Lawyers  Title  Insurance  Corporation  by  James  M.
Honeycutt, South Carolina Registered Land Surveyor No. 5027.

PROPERTY ADDRESS__151 Fernwood Drive

            ____________Spartanburg, South Carolina 29302

This is the same property  conveyed to Century  Properties Fund XX, a California
limited partnership,  by deed of Thomas J. DeZern,  Master in and for the County
aforesaid, recorded in Deed Book 59-R at page 559.


<PAGE>


                                 EXHIBIT 7.2.1.2

                              FORM OF BILL OF SALE

      This Bill of Sale  ("Assignment")  is executed by CENTURY  PROPERTIES FUND
XX,   a   California    limited    partnership    ("Seller"),    in   favor   of
____________________________,        a       ___________________________________
("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract dated as of December ___, 1999 ("Purchase  Contract"),  in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
(collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Property (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein,  the term "Property" shall mean the following  property
to the extent  said  property  is owned by Seller  and used in,  held for use in
connection with, or necessary for the operation of the Project:

a.  Property  Contracts.  All of Seller's  rights and  interests in and to those
purchase orders, maintenance,  service or utility contracts or similar contracts
which relate to the ownership, maintenance,  construction or repair or operation
of the Project listed on Schedule 1 attached hereto.

b. Leases. All of Seller's rights and interests in and to leases, subleases, and
other occupancy  agreements,  whether or not of record, which provide for use or
occupancy of space or facilities on or relating to the Project.

c.  Licenses and  Permits.  All of Seller's  rights and  interests in and to all
licenses or permits granted by governmental authorities having jurisdiction over
the Project and utilized with respect to the Project.

d. Fixtures and Tangible Personal Property.  All of Sellers rights and interests
in and to all fixtures, furniture, furnishings,  fittings, equipment, machinery,
apparatus,  appliances  and other  articles of tangible  personal  property  now
located on the Project or in the  improvements  thereon  and used in  connection
with any present or future  occupation  or  operation  of all or any part of the
Project.

            The term "Property"  shall not include any of the foregoing:  (i) to
the extent the same are excluded or reserved to Seller  pursuant to the Purchase
Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
the sale or transfer  thereof  requires  consent or approval of any third party,
which consent or approval is not obtained by Seller. Nothing herein shall create
a transfer or assignment of intellectual property or similar assets of Seller.

      2.  Assignment.  Seller  hereby  assigns,  sells  and  transfers,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any,  in and to the  Property,  subject to any  rights of  consent  as  provided
therein. Seller hereby agrees to indemnify, defend and hold Seller harmless from
and against any and all cost, loss, harm or damage which may arise in connection
with the Property with respect to periods prior to the date hereof.

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities  and  obligations of the Seller in connection with the Property with
respect to periods from and after the date hereof,  and agrees to perform all of
the covenants and obligations of Seller thereunder.  Purchaser further agrees to
indemnify,  defend and hold Seller  harmless  from and against any and all cost,
loss,  harm or damage  which  may arise in  connection  with the  Property  with
respect to periods from and after the date hereof.

     4. Counterparts.  This Assignment may be executed in counterparts,  each of
which shall be deemed an original,  and both of which together shall  constitute
one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

     6. Applicable Law. This Assignment  shall be governed by and interpreted in
accordance with the laws of the State of South Carolina.

      7.    Titles and Section Headings.  Titles of sections and subsections
contained in this Assignment are inserted for convenience of reference only, and
neither form a part of this Assignment or are to be used in its construction or
interpretation.

     8. Binding Effect.  This Assignment  shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.

     9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

<PAGE>


      WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:               , 1999



                                     Seller:

                                         CENTURY PROPERTIES, FUND XX,

                                         a California limited partnership

                                         By: Fox Partners III,
                                             a California general partnership,
                                             its general partner

                                         By: Fox Capital Management Corporation,
                                             a California corporation,
                                             its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

                                          Purchaser:

                                         PENNSYLVANIA REALTY GROUP, INC.,
                                         a Pennsylvania corporation

                                     By: ______________________________________
                                         Name:  _______________________________
                                         Title:

<PAGE>


                                   SCHEDULE 1

                               PROPERTY CONTRACTS

                                [To Be Attached]


<PAGE>


                                 Exhibit 7.2.1.3

                               GENERAL ASSIGNMENT

      This General  Assignment  ("Assignment") is executed by CENTURY PROPERTIES
FUND  XX,   a   California   limited   partnership   ("Seller"),   in  favor  of
__________________________, a _________________________ ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract dated as of December ___, 1999 ("Purchase  Contract"),  in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
(collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Miscellaneous Property Assets (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein, the term "Miscellaneous Property Assets" shall mean all
contract rights,  leases,  concessions,  warranties,  plans, drawings, and other
items of  intangible  personal  property to the extent said property is owned by
Seller  and used in,  held for use in  connection  with,  or  necessary  for the
operation of the Project.

            The term  "Miscellaneous  Property  Assets" shall not include any of
the  foregoing:  (i) to the extent the same are  excluded  or reserved to Seller
pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
(ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
approval  of any third  party,  which  consent or  approval  is not  obtained by
Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
property or similar assets of Seller.

     2. Assignment. Seller hereby assigns, sells and transfers, without recourse
or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
and to the  Miscellaneous  Property Assets,  subject to any rights of consent as
provided therein.

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities and  obligations of the Seller in connection with the  Miscellaneous
Property  Assets and agrees to perform all of the covenants and  obligations  of
Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
harmless from and against any and all cost, loss, harm or damage which may arise
in connection with the Miscellaneous Property Assets, pertaining to acts arising
on and after the date hereof.

     4. Counterparts.  This Assignment may be executed in counterparts,  each of
which shall be deemed an original,  and both of which together shall  constitute
one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

     6. Applicable Law. This Assignment  shall be governed by and interpreted in
accordance with the laws of the State of South Carolina.

      7.    Titles and Section Headings.  Titles of sections and subsections
contained in this Assignment are inserted for convenience of reference only, and
neither form a part of this Assignment or are to be used in its construction or
interpretation.

     8. Binding Effect.  This Assignment  shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.

     9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

<PAGE>


      WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:               , 1999



                                     Seller:

                                         CENTURY PROPERTIES, FUND XX,

                                         a California limited partnership

                                         By: Fox Partners III,
                                             a California general partnership,
                                             its general partner

                                         By: Fox Capital Management Corporation,
                                                 a California corporation,
                                                 its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

                                          Purchaser:

                                         PENNSYLVANIA REALTY GROUP, INC.,
                                         a Pennsylvania corporation

                                     By: ______________________________________
                                         Name:  _______________________________
                                         Title:

<PAGE>

                                    Exhibit B

                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT  ("Escrow  Agreement") made this ___ day of December,
1999 by and among CENTURY PROPERTIES FUND XX, a California  limited  partnership
("Seller"),  and  PENNSYLVANIA  REALTY GROUP,  INC., a Pennsylvania  corporation
("Purchaser"); and CAMPERDOWN TITLE SERVICES, INC. ("Escrow Agent");

                                   WITNESSETH:

      Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
Contract (the "Purchase Contract") made and dated as of the ___ day of December,
1999; and

      Whereas,  the Purchase Contract requires that Purchaser provide an initial
deposit in the amount of Fifty Thousand and No/100 Dollars  ($50,000.00) in cash
(the "Initial Deposit"),  to be held pursuant to an escrow agreement approved by
Purchaser and Seller; and

      Whereas,  the  Purchase  Contract  requires  that,  on or before 5:00 p.m.
Eastern time on the date of  expiration  of the  Feasibility  Period,  Purchaser
shall  provide an  additional  deposit in the sum of Fifty  Thousand  and no/100
Dollars  ($50,000.00) in cash (the "Additional  Deposit"),  to be held by Escrow
Agent.

      Whereas,  if Purchaser  shall exercise its extension  option to extend the
Closing (as defined in the Purchase  Contract),  the Purchase  Contract requires
that, on or before 5:00 p.m.  Eastern time on the thirtieth (30th) day following
expiration  of the  Feasibility  Period,  Purchaser  shall provide an additional
deposit in the sum of Twenty-Five  Thousand and no/100 Dollars  ($25,000.00)  in
cash (the "Extension Option Deposit"), to be held by Escrow Agent.

      Now, therefore, the parties agree to the following:

1. Establishment of Escrow.  Escrow Agent hereby  acknowledges  receipt of Fifty
Thousand  and No/100  dollars  ($50,000.00)  in cash  (constituting  the Initial
Deposit),  to be  deposited,  held,  invested,  and disbursed for the benefit of
Seller and Purchaser and their  respective  successors and assigns,  as provided
herein and as provided in the Purchase Contract.

2. Investment of Escrow Fund. All funds received by Escrow Agent,  including the
Initial  Deposit,  the  Additional  Deposit and the Extension  Deposit,  if paid
(collectively,  the  "Escrow  Fund"),  shall  be held in  insured  accounts  and
invested  in such  short-term,  high-grade  securities,  money  market  funds or
accounts,  interest bearing bank accounts,  bank certificates of deposit or bank
repurchase  agreements  as  Escrow  Agent,  in its  discretion,  deems  suitable
(provided that Escrow Agent shall invest the Escrow Fund as jointly  directed by
Seller and Purchaser  should Seller and Purchaser each in their  respective sole
discretion  determine to issue such joint investment  instructions to the Escrow
Agent) and all interest and income  thereon shall become part of the Escrow Fund
and shall be remitted to the party  entitled  to the Escrow  Fund,  as set forth
below.

3.  Application  of Escrow  Fund.  Escrow  Agent  shall hold the Escrow  Fund as
provided  above and (a) if the sale of the  Property is closed by the date fixed
therefor (or any extension  date provided for by mutual  written  consent of the
parties hereto,  given or withheld in their respective sole discretion),  Escrow
Agent shall deliver the Escrow Fund to Seller in immediately  available funds by
wire transfer in accordance with the  instructions of Seller on the Closing Date
as set forth in the  Purchase  Contract,  (b) if the sale of the Property is not
closed by the date fixed therefor (or any such extension  date) owing to failure
of satisfaction of a condition precedent to Purchaser's obligations,  the Escrow
Agent shall return and refund the Escrow Fund to  Purchaser,  (c) if the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date) owing to failure of performance by Seller,  Purchaser shall give Notice to
the Escrow Agent and Seller, and in such Notice shall state whether it elects as
its remedy  return of the Escrow Fund or specific  performance  of the  Purchase
Contract;  if Purchaser  elects  return of the Escrow  Fund,  Escrow Agent shall
return and refund the Escrow Fund to Purchaser,  (d) if the sale of the Property
is not closed by the date fixed therefor (or any such  extension  date) owing to
failure of  performance  by  Purchaser,  Seller  shall give notice to the Escrow
Agent and  Purchaser,  and Escrow  Agent shall  forthwith  deliver to Seller the
Escrow Fund in immediately  available  funds by wire transfer in accordance with
the  instructions  of  Seller,  and (e) if  Purchaser  shall have  canceled  the
Purchase  Contract on or before the  expiration  of the  Feasibility  Period (as
defined in the Purchase Contract),  the Escrow Agent shall return and refund the
Escrow Fund to Purchaser.

      If on or prior to the termination of the Escrow Agreement,  a party claims
to be entitled to payment of the Escrow Fund under the  provisions  referred to,
such party  shall give  Notice to the  Escrow  Agent and the other  party of the
claim in writing,  describing  in such  Notice the nature of the claim,  and the
provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
other party sends the Escrow Agent a written objection to the claim, with a copy
concurrently to the claiming  party,  within Ten (10) days after delivery of the
Notice of claim, the claim shall be conclusively presumed to have been approved.
In such case, or in the event of mutual written  consent of the parties  hereto,
given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
within  Two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
immediately preceding paragraph.

      When all monies  held by Escrow  Agent have been  finally  distributed  in
accordance herewith, this Escrow Agreement shall terminate.

4. Liability. Escrow Agent will be obligated to perform only the duties that are
expressly set forth herein. In case of conflicting demands upon Escrow Agent, it
may (i) refuse to comply  therewith as long as such  disagreement  continues and
make no delivery or other  disposition  of any funds or property  then held (and
Escrow  Agent  shall not be or  become  liable  in any way for such  failure  or
refusal to comply with such conflicting or adverse claims or demands, except for
its failure to exercise due care,  willful breach and willful  misconduct);  and
(ii) continue to so refrain and so refuse to act until all differences have been
adjusted by agreement  and,  Escrow Agent has been  notified  thereof in writing
signed  jointly by Seller and  Purchaser or (iii) to  interplead  the portion of
Escrow Fund in dispute.

5. No  Obligation  to Take Legal  Action.  Escrow  Agent  shall not be under any
obligation to take any legal action in connection with this Escrow  Agreement or
for its enforcement,  or to appear in, prosecute,  or defend any action or legal
proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
furnished  with  satisfactory  security  and  indemnity  against all such costs,
expenses, losses, or liabilities.

6. Status of Escrow Agent.  Escrow Agent is to be  considered  and regarded as a
depository  only, and shall not be responsible or liable (except for its failure
to exercise due care, willful breach or willful  misconduct) for the sufficiency
or  correctness as to form,  manner of execution,  or validity of any instrument
deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
shall be limited to the  safekeeping and investment of money,  instruments,  and
securities  received  by it as  Escrow  Agent  and  for  their  disbursement  in
accordance with the written escrow instructions given it in accordance with this
Escrow Agreement.

7. Written  Instructions  of Parties.  Notwithstanding  any  contrary  provision
contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
authority and the duty and obligation to pay over and disburse the principal and
interest of the Escrow Fund in accordance  with the joint  written  instructions
signed by Seller and Purchaser.

8. Notices.  Any required or permitted Notice or other  communication under this
Escrow Agreement  ("Notice") shall be given as follows.  All Notices,  requests,
demands  and other  communications  hereunder  shall be deemed to have been duly
given if the same shall be in writing and shall be delivered  personally or sent
by federal  express  or other  recognized  national  overnight  courier  service
maintaining  records of  delivery,  or sent by  registered  or  certified  mail,
postage pre-paid, and addressed as set forth below:

              If to Seller:                      If to Purchaser:

              Century Properties Fund XX       Pennsylvania Realty Group, Inc.
              1873 South Bellaire Street,      2701 East Luzerne Street
              17th Floor                       Philadelphia, Pennsylvania  19137
              Denver, Colorado  80222          Attn:  Mr. Steven A. Berger
              Attn:  Mr. Harry Alcock

                    And

                                                 With a copy to:
              Argent Real Estate

              1401 Brickell Avenue, Suite 520    Alan N. Escott, Esq.
              Miami, Florida  33131              McCausland, Keen & Backman
              Attn:  Mr. David Marquette         Suite 160, Radnor Court
                                                 259 N. Radnor-Chester Road
                                                 Radnor, Pennsylvania  19087

              With a copy to:                    If to Escrow Agent:

              Loeb & Loeb                        Camperdown Title Services, Inc.
              1000 Wilshire Boulevard, Suite     44 East Camperdown Way
              1800                               Greeneville, South Carolina
              Los Angeles, California  90017     29601
              Attn: Andrew S. Clare, Esq.        Attn:  Ms. Sandy Grubbs
                    Karen N. Higgins, Esq.

      Any party may change the address to which  Notices are to be  addressed by
giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
Notices, requests, demands and other communications shall be deemed to have been
delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
(ii) as of the day of receipt or attempted delivery date in the case of delivery
by air courier,  or (iii) as of the date of receipt or first attempted delivery,
as evidenced by the return  receipt card, in the case of mailing by certified or
registered United States mail.

9. Fee. Escrow Agent shall receive a fee of $300.00 for its services  hereunder,
and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
including  reasonable  attorney's  fees,  incurred  or paid in  connection  with
carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
fail to act as required by this Escrow Agreement.

10. Titles and Section Headings. Titles of sections and subsections contained in
this Escrow  Agreement  are inserted for  convenience  of  reference  only,  and
neither  form a  part  of  this  Escrow  Agreement  or  are  to be  used  in its
construction or interpretation.

11.   Counterparts.  This Escrow Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

12. Non-Waiver. No waiver by either party of any breach of any term or condition
of this Escrow  Agreement  shall operate as a waiver of any other breach of such
term or condition or of any other term or condition.  No failure to enforce such
provision  shall operate as a waiver of such provision or of any other provision
hereof,  or  constitute  or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Escrow Agreement.

13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.  The parties  recognize and  acknowledge  that the powers and authority
granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
judgment in the  performance  of any function  hereunder,  except for failure to
exercise due care, willful breach and willful misconduct.

14. Nonlimitation of Liability.  Nothing contained herein shall in any way limit
the  liabilities,  obligations and remedies of Seller and Purchaser as set forth
in the Purchase Contract.

15.  Governing Law. This Escrow  Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina.

16.   Time of Essence.  Time is of the essence of this Escrow Agreement.

17. Entire Agreement;  Modification.  This Escrow Agreement supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.


<PAGE>


      In witness  whereof  each of the  parties  hereto has caused  this  Escrow
Agreement to be executed  under seal on its behalf by duly  authorized  persons,
all as of the day and year first above written.

                                     Seller:

                                         CENTURY PROPERTIES, FUND XX,

                                         a California limited partnership

                                         By: Fox Partners III,
                                             a California general partnership,
                                             its general partner

                                         By: Fox Capital Management Corporation,
                                                 a California corporation,
                                                 its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

                                     Taxpayer ID No. __________________________

                                          Purchaser:

                                         PENNSYLVANIA REALTY GROUP, INC.,
                                         a Pennsylvania corporation

                                     By: ______________________________________
                                         Name:  _______________________________
                                         Title: _______________________________

                                     Taxpayer ID No. __________________________


                                          CAMPERDOWN TITLE SERVICES, INC.

                                     By: ______________________________________
                                         Name: ________________________________
                                         Title: _______________________________


<PAGE>

                                                                         Page(s)

                                TABLE OF CONTENTS

                                                                           Page

ARTICLE 1   DEFINED TERMS...................................................1

ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................3

ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................4

ARTICLE 4   FINANCING.......................................................5

ARTICLE 5   FEASIBILITY PERIOD..............................................5

ARTICLE 6   TITLE...........................................................7

ARTICLE 7   CLOSING........................................................10

ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND
            PURCHASER......................................................14

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................17

ARTICLE 10  BROKERAGE......................................................18

ARTICLE 11  POSSESSION.....................................................19

ARTICLE 12  DEFAULTS AND REMEDIES..........................................19

ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................20

ARTICLE 14  RATIFICATION...................................................20

ARTICLE 15  EMINENT DOMAIN.................................................20

ARTICLE 16  MISCELLANEOUS..................................................21


<PAGE>



                                                                   Exhibit 10.8

                     AMENDMENT TO PURCHASE AND SALE CONTRACT

                              (Corners Apartments)

      This Amendment To Purchase and Sale Contract (this "Amendment") is entered
into as of the 14th day of January, 2000, by and between CENTURY PROPERTIES FUND
XX, a California limited partnership ("Seller"),  and PENNSYLVANIA REALTY GROUP,
INC.,  a  Pennsylvania  corporation   ("Purchaser"),   with  respect  an  escrow
established with Camperdown Title Services.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
December 15, 1999 between  Purchaser  and Seller (the  "Contract").  Capitalized
terms not otherwise  defined herein shall have the meanings  ascribed to them in
the Contract.

      Purchaser and Seller desire to further amend the Contract  pursuant to the
terms set forth below.

        NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency
     of which  are  hereby  acknowledged,  the  Contract  is hereby  amended  as
     follows:

1.  Extension of  Feasibility  Period.  Section 5.1 of the Contract is
hereby amended to provide that with respect to the  Environmental  Due Diligence
(as hereinafter defined) only, the Feasibility Period shall expire at 5:00 p.m.,
Eastern time on January 28, 2000.  Provided  Purchaser  has not  terminated  the
Purchase  Contract pursuant to Section 5.2 of the Purchase Contract with respect
to the issues relating to the Environmental Due Diligence on or before 5:00 p.m.

  Eastern time on January 28, 2000,  Purchaser  Shall deliver to Escrow Agent at
 or before 5:00 p.m.  Eastern time on January 28, 2000,  the $50,000  Additional
 Deposit.

2.   Closing Date. Based on the extension of the Feasibility Period to
     January 28, 2000, the Closing shall occur on February 28, 2000, subject to
      extension rights set forth in Sections 7.1.2 and 7.1.3 of the Contract.

3. Waiver of  Contingencies  Other Than  Environmental  Due Diligence.
Purchaser  hereby  rescinds its notice of  termination  of the Contract  sent to
Seller by letter dated January 13, 2000, and agrees and acknowledges  that other
than  completing  an  environmental  review and an analysis of the Property (the
"Environmental  Due  Diligence"),  all  of  the  contingencies  relating  to the
Feasibility  Period have been  satisfied or waived.  Seller and Purchaser  agree
that  Purchaser  shall have until  January 28, 2000 to satisfy its due diligence
relating to the Environmental Due Diligence.

4.  Delivery of Additional  Study  Reports to Seller.  Within five (5)
days after  Purchaser's  receipt thereof,  Purchaser agrees to deliver to Seller
copies of all reports and studies  including,  without  limitation,  the Phase I
environmental  report obtained by Purchaser in connection with its Environmental
Due Diligence.

5. Counterparts. This Amendment may be executed in counterparts, each of
      which when compiled together shall constitute one and the same original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment
as of the date written above.

                                     Seller:

                                         CENTURY PROPERTIES, FUND XX,

                                         a California limited partnership

                                         By: Fox Partners III,
                                             a California general partnership,
                                             its general partner

                                         By: Fox Capital Management Corporation,
                                                 a California corporation,
                                                 its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

                                          Purchaser:

                                         PENNSYLVANIA REALTY GROUP, INC.,
                                         a Pennsylvania corporation

                                     By: ______________________________________
                                         Name:  _______________________________
                                         Title:  ______________________________

<PAGE>

                                                                    Exhibit 10.9

                   SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

                              (Corners Apartments)

      This Second Amendment To Purchase and Sale Contract (this  "Amendment") is
entered  into as of the 10th  day of  February,  2000,  by and  between  CENTURY
PROPERTIES  FUND  XX,  a  California   limited   partnership   ("Seller"),   and
PENNSYLVANIA REALTY GROUP, INC., a Pennsylvania corporation ("Purchaser"),  with
respect an escrow established with Camperdown Title Services.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
December  15, 1999  between  Purchaser  and Seller,  as amended by that  certain
Amendment  to  Purchase  and  Sale  Contract   dated  as  of  January  14,  2000
(collectively,  the "Contract").  Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Contract.

      Purchaser and Seller desire to further amend the Contract  pursuant to the
terms set forth below.

        NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency
     of which  are  hereby  acknowledged,  the  Contract  is hereby  amended  as
     follows:

1.  Reduction  of  Purchase  Price/Waiver  of all  Contingencies.  For  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
Purchase  Price is hereby  reduced  by the sum of Four  Hundred  Fifty  Thousand
Dollars from  $4,450,000  to  $4,000,000.  In  consideration  of the  foregoing,
Purchaser hereby waives all  contingencies  relating to the Feasibility  Period,
and agrees that the Deposit has become non-refundable.

2. Additional  Deposit.  On or before 5 p.m.  Eastern time on February 11, 2000,
Purchaser  shall  deliver the $50,000  Additional  Deposit to the Escrow  Agent,
which Additional Deposit shall become non-refundable when paid.

3.  Closing  Date.  The Closing  shall occur on March 13,  2000,  subject to the
extension rights set forth in Sections 7.1.2 and 7.1.3 of the Contract.

4.  Rescission of Termination  Notice.  Purchaser  hereby rescinds its notice of
termination of the Contract sent to Seller by letter dated January 27, 2000.

5. Counterparts.  This Amendment may be executed in counterparts,  each of which
when compiled together shall constitute one and the same original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.


<PAGE>



     IN WITNESS  WHEREOF,  Seller and  Purchaser  have  entered into this Second
Amendment as of the date written above.

                                     Seller:

                                         CENTURY PROPERTIES, FUND XX,

                                         a California limited partnership

                                         By: Fox Partners III,
                                             a California general partnership,
                                             its general partner

                                         By: Fox Capital Management Corporation,
                                                 a California corporation,
                                                 its managing general partner

                                             By: ______________________________
                                                 Name: ________________________
                                                 Its: _________________________

                                          Purchaser:

                                         PENNSYLVANIA REALTY GROUP, INC.,
                                         a Pennsylvania corporation

                                     By: ______________________________________
                                         Name:  _______________________________
                                         Title:  ______________________________

<PAGE>
                                                                   Exhibit 10.10

                THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

                              (Corners Apartments)

      This Third  Amendment To Purchase and Sale Contract (this  "Amendment") is
entered  into  as of the  ____  day of  March,  2000,  by  and  between  CENTURY
PROPERTIES FUND XX, a California limited  partnership  ("Seller"),  PENNSYLVANIA
REALTY GROUP, INC., a Pennsylvania  corporation  ("Purchaser"),  and NEW CORNERS
ASSOCIATES,  L.L.C., a South Carolina limited  liability  company  ("Assignee"),
with respect to an escrow established with Camperdown Title Services, Inc.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
December  15, 1999,  between  Purchaser  and Seller,  as amended by that certain
Amendment to Purchase and Sale Contract  dated as of January 14, 1999,  and that
certain Second  Amendment to Purchase and Sale Contract dated as of February 10,
2000  (collectively,  the "Contract").  Capitalized  terms not otherwise defined
herein shall have the meanings ascribed to them in the Contract.

      Purchaser,  Assignee  and  Seller  desire to  further  amend the  Contract
pursuant to the terms set forth below.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged,  the Contract is hereby  amended as follows:

1. Assignment by Purchaser.  Purchaser  hereby  nominates  Assignee as Purchaser
under the Contract. Purchaser hereby assigns to Assignee its interests under the
Contract,  and Assignee  hereby agrees to assume all of Purchaser's  obligations
and  liabilities  under the  Contract.  Seller  hereby  agrees to the  foregoing
nomination,  assignment and assumption on the condition that Purchaser shall not
be released from its liability and  obligations  under the Contract in the event
of a breach of the Contract by Assignee.

2.    Counterparts.  This Amendment may be executed in counterparts, each of
which when compiled together shall constitute one and the same original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

                 [Remainder of page intentionally left blank]

<PAGE>

      IN WITNESS WHEREOF,  Seller, Assignee and Purchaser have entered into this
Amendment as of the date written above.


                                Seller:

                                CENTURY PROPERTIES, FUND XX,

                                a California limited partnership

                                By: Fox Partners III,
                                    a California general partnership,
                                    its general partner

                                    By: Fox Capital Management Corporation,
                                        a California corporation,
                                        its managing general partner

                                       By:

                                           Name: _________________________
                                           Its: ____________________________

                                   Purchaser:

                                PENNSYLVANIA REALTY GROUP, INC.,
                                a Pennsylvania corporation

                                By: ______________________________________
                                    Name: ________________________________
                                    Title: _______________________________

                                  Assignee:___

                                NEW CORNERS ASSOCIATES L.L.C.,

                                a South Carolina limited liability company

                                By:
                                   Jon J. Goodman
                                    President
<PAGE>


                                                                   Exhibit 10.11

                           PURCHASE AND SALE CONTRACT

                                     BETWEEN

                           CENTURY PROPERTIES FUND XX,

                        a California limited partnership

                                    AS SELLER

                                       AND

           CHAMBERS & ASSOCIATES COMMERCIAL REAL ESTATE SERVICES, L.L.C,

                       a Kansas limited liability company

                                  AS PURCHASER


<PAGE>

                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the ____ day of January,  2000 (the "Effective  Date") by and between CENTURY
PROPERTIES FUND XX, a California limited partnership, having a principal address
at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222 ("Seller") and
CHAMBERS & ASSOCIATES  COMMERCIAL REAL ESTATE SERVICES,  L.L.C, a Kansas limited
liability  company,  having a  principal  address  at 7000  West  105th  Street,
Overland Park, Kansas 66212 ("Purchaser").

     NOW,  THEREFORE  WITNESSETH:  That  for  and  in  consideration  of  mutual
covenants and  agreements  hereinafter  set forth,  Seller and Purchaser  hereby
agree as follows:

                                    RECITALS

R-1.  Seller  holds legal title to the real  estate  located in Johnson  County,
Kansas, as more  particularly  described in Exhibit A attached hereto and made a
part hereof.  Improvements  have been  constructed on the property  described in
this Recital.

R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
improvements and certain associated property, defined below as the "Property" on
the terms and  conditions  set forth below,  (which terms and  conditions  shall
control  in the event of any  conflict  with these  Recitals),  such that on the
Closing Date (as  hereinafter  defined) the Property will be conveyed by special
warranty deed or equivalent deed to Purchaser.

R-3.  Purchaser has agreed to pay to Seller the Purchase Price for the Property,
and  Seller  has  agreed to sell the  Property  to  Purchaser,  on the terms and
conditions set forth below.

R-4.   Purchaser  intends  to  make   investigations   regarding  the  Property,
Purchaser's  intended uses of the Property,  and certain due diligence materials
to be  delivered  to  Purchaser by Seller,  as  Purchaser  deems  necessary  and
desirable.

                                   ARTICLE 1
                                 DEFINED TERMS

1.1 Unless otherwise defined herein,  terms with initial capital letters in this
Purchase Contract shall have the meanings set forth in this Article 1 below.

1.1.1  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal holiday in the State of Kansas.

1.1.2  "Closing"  means the  consummation  of the  purchase and sale and related
transactions contemplated by this Purchase Contract in accordance with the terms
and conditions of this Purchase Contract.

1.1.3  "Closing Date" means the date on which date the Closing of the conveyance
of the  Property is required to be held under the terms and  conditions  of this
Purchase  Contract and on which date full payment of the Purchase  Price for the
Property shall have been paid to and received by Seller in immediately available
U.S. funds.

1.1.4  "Commercial  Lease(s)" means the interest of Seller in and to all leases,
subleases  and other  occupancy  agreements,  whether  or not of  record,  which
provide for the use or  occupancy of space or  facilities  on or relating to the
Property  and  which  are in force  as of the  Closing  Date for the  applicable
Property.

1.1.5 "Excluded  Permits" means those Permits which,  under  applicable law, are
nontransferable  and such other Permits as may be designated as Excluded Permits
on Exhibit 1.1.5, if any, attached hereto.

1.1.6 Intentionally Omitted.

1.1.7 "Fixtures and Tangible Personal  Property" means all fixtures,  furniture,
furnishings,  fittings, equipment,  machinery,  apparatus,  appliances and other
articles  of  tangible  personal  property  now  located  on the  Land or in the
Improvements  as of the date of this  Purchase  Contract  and used or  usable in
connection with any present or future occupation or operation of all or any part
of the Property.  The term  "Fixtures and Tangible  Personal  Property" does not
include  (i)  equipment  leased  by  Seller  and the  interest  of Seller in any
equipment  provided to the Property for use, but not owned or leased, by Seller,
or (ii)  property  owned or leased by Tenants  and  guests,  employees  or other
persons  furnishing  goods or services to the  Property,  or (iii)  property and
equipment  owned by Seller,  which in the  ordinary  course of  business  of the
Property is not used  exclusively  for the business,  operation or management of
the Property or (iv) the property and equipment, if any, expressly identified in
Exhibit 1.1.7.

1.1.8 "Improvements"  means all buildings and improvements,  located on the Land
taken "as is".

1.1.9 "Land" means all of those  certain  tracts of land located in the State of
Kansas described on Exhibit "A" attached hereto, and all rights,  privileges and
appurtenances pertaining thereto.

1.1.10  "Miscellaneous  Property  Assets"  means all  contract  rights,  leases,
concessions,  warranties, plans, drawings, building names, all pre-paid accounts
payable,  and  other  items of  intangible  personal  property  relating  to the
ownership or operation of the Property and owned by Seller, excluding,  however,
(i) receivables, (ii) Property Contracts, (iii) Commercial Leases, (iv) Permits,
(v) cash or other funds,  whether in petty cash or house  "banks," or on deposit
in bank  accounts  or in transit for  deposit,  (vi)  refunds,  rebates or other
claims,  or any interest  thereon,  for periods or events occurring prior to the
Closing Date,  (vii)  utility and similar  deposits,  (viii)  insurance or other
prepaid items,  or (ix) Seller's  proprietary  books and records,  except to the
extent that Seller receives a credit on the closing statement for any such item.

1.1.11  "Permits"  means  all  licenses  and  permits  granted  by  governmental
authorities  having  jurisdiction  over the Property in respect of the matter to
which the  applicable  license or permit applies and owned by Seller and used in
or relating to the ownership, occupancy or operation of the Property or any part
thereof not subject to a Commercial Lease.

1.1.12 "Permitted  Exceptions" means those exceptions or conditions permitted to
encumber the title to the Property in accordance  with the provisions of Section
6.2.

1.1.13  "Property"  means  the Land and  Improvements  and all  rights of Seller
relating to the Land and the  Improvements,  including without  limitation,  any
rights, title and interest of Seller, if any, in and to (i) any strips and gores
adjacent  to the Land and any land  lying  in the bed of any  street,  road,  or
avenue opened or proposed, in front of or adjoining the Land, to the center line
thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
the Property by reason of a change of grade of any street or highway;  (iii) all
of the easements,  rights, privileges, and appurtenances belonging or in any way
appertaining to the Property;  together with all Fixtures and Tangible  Personal
Property,  the right, if any and only to the extent  transferable,  of Seller in
and to Property  Contracts and  Commercial  Leases,  Permits other than Excluded
Permits and the Miscellaneous  Property Assets owned by Seller which are located
on the Property and used in its operation.

1.1.14 "Property Contracts" means all purchase orders, maintenance,  service, or
utility  contracts  and  similar  contracts,  which  relate  to  the  ownership,
maintenance,  construction or repair and/or  operation of the Property and which
are not cancelable on 90 days' or shorter Notice, except Commercial Leases.

1.1.15 "Purchase  Contract" means this Purchase and Sale Contract by and between
Seller and Purchaser.

1.1.16 "Purchase Price" means the total consideration to be paid by Purchaser to
Seller for the purchase of the Property.

1.1.17 "Survey" shall have the meaning ascribed thereto in Section 6.12.

1.1.18 "Tenant" means any person or entity entitled to occupy any portion of the
Property under a Commercial Lease.

1.1.19 "Title Commitment" or "Title Commitments" shall have the meaning ascribed
thereto in Section 6.1.

1.1.20 "Title Insurer" shall have the meaning set forth in Section 6.1.

                                   ARTICLE 2
                          PURCHASE AND SALE OF PROPERTY

2.1 Seller  agrees to sell and convey the  Property to Purchaser  and  Purchaser
agrees to purchase the Property from Seller,  in  accordance  with the terms and
conditions set forth in this Purchase Contract.  Purchaser further agrees not to
cause or permit  the  recordation  of this  Purchase  Contract  in the  official
records of any state or county.

                                   ARTICLE 3
                            PURCHASE PRICE & DEPOSIT

3.1 The total purchase price ("Purchase  Price") for the Property shall be Three
Million Three Hundred Fifty Thousand and no/100 ($3,350,000.00),  which shall be
paid by Purchaser, as follows:

3.1.1 On the date hereof,  Purchaser  shall deliver to Fidelity  National  Title
Company  ("Escrow  Agent" or the "Title  Insurer") a deposit in the sum of Fifty
Thousand and no/100 ($50,000.00),  in cash, (such sum being hereinafter referred
to and held as the  "Deposit").  Purchaser  and Seller each  approve the form of
Escrow Agreement attached as Exhibit B.

3.1.2 [Intentionally Omitted]

3.1.3 The Escrow  Agent shall hold the Deposit and make  delivery of the Deposit
to the party entitled thereto under the terms hereof.  Escrow Agent shall invest
the Deposit in such short-term,  high-grade  securities,  interest-bearing  bank
accounts,  money market funds or accounts,  bank certificates of deposit or bank
repurchase  agreements  as Escrow  Agent,  in its  discretion,  deems  suitable,
(provided  that  Escrow  Agent shall  invest the Deposit as jointly  directed by
Seller and Purchaser  should Seller and Purchaser each in their  respective sole
discretion  determine to issue such joint investment  instructions to the Escrow
Agent) and all interest and income  thereon shall become part of the Deposit and
shall be remitted to the party entitled to the Deposit, as set forth below.

3.1.4 If the sale of the  Property is closed by the date fixed  therefor (or any
extension date provided for by the mutual written consent of the parties hereto,
given or  withheld  in their  respective  sole  discretion),  monies held as the
Deposit shall be applied to the Purchase  Price on the Closing Date. If the sale
of the Property is not closed by the date fixed  therefor (or any such extension
date),  the  Deposit  shall be  returned  pursuant  to the  terms of the  Escrow
Agreement,  subject to the terms of Section  5.2 herein,  Purchaser's  liability
under Section 5.3 herein and to each party's liability to the other set forth in
Article 12 herein.

3.1.5 If the sale of the  Property is not closed by the date fixed  therefor (or
any such extension  date) owing to failure of  performance by Seller,  Purchaser
shall be entitled to the remedies set forth in ARTICLE 12 hereof. If the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date)  owing to  failure of  performance  by  Purchaser,  the  Deposit  shall be
forfeited  by  Purchaser  and the sum thereof  shall go to Seller  forthwith  as
liquidated  damages  for the lost  opportunity  costs and  transaction  expenses
incurred by Seller, as more fully set forth in ARTICLE 12 below.

                                   ARTICLE 4
                                   FINANCING

4.1  Purchaser  assumes full  responsibility  to  expeditiously  and  diligently
initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
settlement, and Purchaser's acquisition of such funds shall not be a contingency
to the Closing.

                                   ARTICLE 5
                               FEASIBILITY PERIOD

5.1 Subject to the terms of Section 5.3 below, for forty-five (45) calendar days
following the Effective Date (i.e.,  through March 6, 2000 if the Effective Date
is January 21, 2000), but in no event later than March 9, 2000 (the "Feasibility
Period"),  Purchaser,  and  its  agents,  contractors,   engineers,   surveyors,
attorneys, and employees  ("Consultants") shall have the right from time to time
to enter onto the Property:

5.1.1 To conduct and make any and all customary studies, tests, examinations and
inspections,  or investigations of or concerning the Property (including without
limitation,  engineering  and  feasibility  studies,  evaluation of drainage and
flood  plain,  soil tests for bearing  capacity  and  percolation  and  surveys,
including topographical surveys).

5.1.2 To confirm any and all matters which  Purchaser may  reasonably  desire to
confirm with respect to the Property.

5.1.3 To ascertain and confirm the  suitability of the property for  Purchaser's
intended use of the Property.

5.1.4 To review all  Materials  (as  hereinafter  defined)  other than  Seller's
proprietary information.

5.2 Purchaser  shall have the right to terminate this Purchase  Contract for any
reason by giving  written Notice to that effect to Seller and Escrow Agent on or
before 5:00 p.m. EST on the date of expiration  of the  Feasibility  Period.  If
Purchaser  exercises  such right to  terminate,  this  Purchase  Contract  shall
terminate  and be of no  further  force and  effect,  subject  to and except for
Purchaser's  liability under Section 5.3, and Escrow Agent shall promptly return
the Deposit to  Purchaser.  If  Purchaser  fails to provide  Seller with written
Notice  of  cancellation  prior to the end of the  Feasibility  Period in strict
accordance with the Notice provisions of this Purchase  Contract,  this Purchase
Contract  shall remain in full force and effect and  Purchaser's  obligation  to
purchase the Property shall be non-contingent and unconditional  except only for
satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE
9. If Purchaser  does not terminate  this Purchase  Contract as provided in this
Section 5.2, Purchaser shall be deemed to have approved and agreed to assume all
contracts, leases, and other agreements existing with respect to the Property as
of the expiration of the Feasibility Period as well as all Commercial Leases.

5.3 Purchaser  shall indemnify and hold Seller harmless for any actions taken by
Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend
(with  attorneys  selected by Seller) and hold Seller  harmless from any and all
claims,  damages,  costs and  liability  which  may  arise due to such  entries,
surveys,  tests,  investigations  and the like.  Seller  shall  have the  right,
without  limitation,   to  disapprove  any  and  all  entries,  surveys,  tests,
investigations  and the like that in their  reasonable  judgment could result in
any injury to the Property or breach of any  agreement,  or expose Seller to any
liability,  costs, liens or violations of applicable law, or otherwise adversely
affect the Property or Seller's  interest  therein.  No consent by the Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore the Property
to the same condition existing  immediately prior to Purchaser's exercise of its
rights  pursuant  to this  ARTICLE  5 at  Purchaser's  sole  cost  and  expense.
Purchaser shall maintain casualty  insurance and comprehensive  public liability
insurance with broad form contractual and personal injury liability endorsements
with respect to the Property and Purchaser's  activities carried on therein,  in
amounts (including deductible amounts) and with such insurance carriers as shall
be approved  by Seller and naming  Seller and its  affiliates  as loss payees or
additional insureds (at the option of Seller),  with endorsements  acceptable to
Seller,  including a waiver of  defenses of the insurer  based on the actions or
inaction of Purchaser (which  insurance must be reasonably  approved by Seller).
Such liability  insurance shall provide coverages of not less than $1,000,000.00
for injury or death to any one person and  $3,000,000.00  for injury or death to
more than one person and $500,000.00 with respect to property  damage,  by water
or  otherwise).  The  provisions  of this Section  shall  survive the Closing or
termination of this Purchase Contract.

5.4  Purchaser  shall not permit any  mechanic's or  materialman's  liens or any
other liens to attach to the Property by reason of the  performance  of any work
or the purchase of any  materials by Purchaser or any other party in  connection
with any studies or tests  conducted by or for Purchaser.  Purchaser  shall give
notice to Seller a  reasonable  time  prior to entry  onto the  Property,  shall
deliver proof of insurance  coverage  required  above to Seller and shall permit
Seller  to  have  a  representative   present  during  all   investigations  and
inspections  conducted  with respect to the Property.  Purchaser  shall take all
reasonable  actions and implement all  protections  necessary to ensure that all
actions taken in  connection  with the  investigations  and  inspections  of the
Property, and all equipment, materials and substances generated, used or brought
onto the  Property  pose no  material  threat to the  safety of  persons  or the
environment  and cause no damage to the Property or other  property of Seller or
other  persons.  All  information  made  available  by  Seller to  Purchaser  in
accordance with this Purchase Contract or obtained by Purchaser in the course of
its  investigations  shall be treated as confidential  information by Purchaser,
and, prior to the purchase of the Property by Purchaser, Purchaser shall use its
best efforts to prevent its  Consultants,  agents and employees  from  divulging
such  information to any unrelated third parties except as reasonably  necessary
to third parties  engaged by Purchaser for the limited  purpose of analyzing and
investigating  such  information for the purpose of consummating the transaction
contemplated  by this Purchase  Contract,  including  Purchaser's  attorneys and
representatives, prospective lenders and engineers.

5.5 Seller shall  deliver to Purchaser  within ten (10)  calendar  days from the
Effective Date copies of all leases, contracts, engineering studies, surveys and
other materials (the "Materials") in Seller's  possession or control relating to
the  Property,  including,  but only to the extent  such  items are in  Seller's
possession  or control,  those  items  listed in Exhibit  5.5  attached  hereto;
provided  however  that in no event shall  Purchaser  be entitled to receive any
proprietary  information of Seller. If the sale of the Property is not closed by
the date fixed therefor,  Purchaser shall, within five (5) calendar days, return
all such Materials to Seller.

                                   ARTICLE 6
                                      TITLE

6.1 Purchaser  shall promptly  secure a commitment  for title  insurance for the
Property in an amount equal to the Purchase Price ("Title  Commitment,")  issued
by Fidelity  National Title Insurance  Company ("Title  Insurer") for an owner's
title  insurance  policy  on  the  most  recent  standard  American  Land  Title
Association  ("ALTA") Policy form (the "Owner's Policy"),  together with legible
copies of all  instruments  identified as  exceptions  therein and shall cause a
copy thereof to be delivered to Seller during the Feasibility Period. Seller and
Purchaser  agree  that  they  shall  share  equally  in the  cost  of the  Title
Commitment and the Owner's Policy up to a maximum cost of $2,400.00, with Seller
to pay any cost for the  Owner's  Policy  in excess  of that  amount;  provided,
however,  that  Purchaser  shall  be  solely  responsible  for  the  cost of any
endorsements  to the  Owner's  Policy  or for any  other  title  insurance  that
Purchaser may choose to obtain.

6.2 Purchaser  agrees to accept title to the Land and  Improvements,  so long as
the same is insurable at ordinary rates and any  conveyance by special  warranty
deed or equivalent  deed pursuant to this Purchase  Contract shall be subject to
the following, all of which shall be deemed "Permitted Exceptions" and Purchaser
agrees to accept the deed and title subject thereto:

6.2.1 All exceptions shown in the Title Commitment  (other than mechanics' liens
and taxes due and payable in respect of the period  preceding  Closing)  and all
exceptions noted in Exhibit 6.2.1 attached hereto; and

6.2.2 Such  exceptions  and matters as approved  by  Purchaser  and as the Title
Company shall be willing to omit as exceptions to coverage; and

6.2.3 All Commercial Leases; and

6.2.4 Any other  occupancy,  residency,  lease,  tenancy and similar  agreements
entered  into in the  ordinary  course of  business,  to the  extent  such other
agreements have been disclosed to and accepted by Purchaser; and

6.2.5 All Property  Contracts and any other  existing  contracts  created in the
ordinary course of business by Seller,  which are not identified for termination
by Purchaser during the Feasibility Period; and

6.2.6 Real estate and  property  taxes for the  calendar  year in which  closing
occurs to the extent not due and payable;

6.2.7                  Intentionally deleted; and

6.2.8  All  matters  of  public  record  as of the  effective  time of the Title
Commitment (as approved by Purchaser).

6.3 The  existence  of other  mortgages,  liens,  or  encumbrances  shall not be
objections to title,  provided that properly executed  instruments in recordable
form  necessary  to satisfy and remove the same of record are  delivered  to the
Purchaser  at Closing or, in the  alternative,  with  respect to any mortgage or
deed of trust liens, that payoff letters from the holder of the mortgage or deed
of trust liens shall have been  delivered to and  accepted by the Title  Insurer
(sufficient  to remove the same from the policy issued at Closing),  together in
either case, with recording and/or filing fees.

6.4 Unpaid liens for taxes,  charges, and assessments shall not be objections to
title,  but the amount  thereof plus  interest and  penalties  thereon  shall be
deducted  from  the  Purchase  Price  to be  paid  for the  applicable  Property
hereunder and allowed to Purchaser,  subject to the provisions for apportionment
of taxes and charges contained in ARTICLE 7 herein.

6.5 Unpaid  franchise or business  corporation  taxes of any corporations in the
chain of title  shall  not be an  objection  to title,  provided  that the Title
Insurer  agrees to insure  against  collection  out of the property or otherwise
against Purchaser or its affiliates, and provided further that the Title Insurer
agrees to omit such taxes as exceptions to coverage with respect to any lender's
mortgagee insurance policy.

6.6 [Intentionally Deleted]

6.7 Except as otherwise provided in this agreement,  if on the Closing Date, the
state of title is other than in accordance  with the  requirements  set forth in
this  Purchase  Contract or if any condition to be fulfilled by Seller shall not
be satisfied, Purchaser shall provide Seller with written Notice thereof at such
time, or such title objection or unfulfilled condition shall be deemed waived by
Purchaser in which case  Purchaser and Seller shall  proceed to  consummate  the
Closing on the Closing  Date.  If  Purchaser  timely  gives  Seller such Notice,
Seller at its sole option and upon Notice to Purchaser within seven (7) calendar
days  following  receipt  of such  Notice  may elect to cure such  objection  or
unfulfilled  condition for up to ninety (90) calendar days;  provided,  however,
that if the cost to cure  such  objection  or  unfulfilled  condition  will,  in
Seller's reasonable determination,  be $15,000 or less, Seller shall be required
to use reasonable efforts to make such cure or fulfill such condition, but in no
event shall  Seller be required to spend more than  $15,000 to make such cure or
fulfill such  condition.  Should Seller be able to cure such title  objection or
condition,  or should Seller be able to cause title  insurance  over the same by
the Closing Date or any postponed  Closing Date, or should  Purchaser waive such
objection or condition  within such period for cure, then the Closing shall take
place on or  before  thirty  (30)  calendar  days  after  Notice of such cure or
waiver.

6.8 To the extent Seller is not obligated by the terms of this Purchase Contract
to cure such  objection or  unfulfilled  condition,  if Seller does not elect to
cure such objection or unfulfilled condition or during the period of cure Seller
is unable or unwilling,  in its sole  discretion or opinion,  to eliminate  such
title  objection  or cause  Title  Insurer to insure over such matter or satisfy
such unfulfilled condition,  Seller shall give Purchaser written Notice thereof,
and if Purchaser does not waive such  objection by written  Notice  delivered to
Seller and the title company issuing the Title Commitment on or before seven (7)
calendar days  following  the date Seller gives such Notice,  then this Purchase
Contract shall automatically  terminate, in which event the parties hereto shall
have no further  obligations to each other,  except for Purchaser's  obligations
pursuant  to  Section  5.3  above,  and the  Deposit  (if  then  paid)  shall be
immediately returned to Purchaser.

6.9 Seller  covenants that it will not  voluntarily  create or cause any lien or
encumbrance to attach to the Property between the date of this Purchase Contract
and the Closing Date (other than Commercial Leases and Property Contracts in the
ordinary course of business); any such monetary lien or encumbrance so attaching
by  voluntary  act of Seller  shall be  discharged  by the Seller at or prior to
Closing on the Closing Date or any postponed  Closing Date.  Except as expressly
provided above,  Seller shall not be required to undertake efforts to remove any
other  lien,  encumbrance,  security  interest,  exception,  objection  or other
matter,  to make any  expenditure of money or institute  litigation or any other
judicial or administrative  proceeding and Seller may elect not to discharge the
same.

6.10  Anything to the  contrary  notwithstanding,  Purchaser  shall not have any
right to terminate  this Purchase  Contract or object to any lien,  encumbrance,
exception or other matter that is a Permitted Exception, that has been waived in
writing by Purchaser.

6.11 Intentionally deleted.

6.12 Seller shall deliver to Purchaser  during the  Feasibility  Period the most
recent as-built survey of the Property,  in Seller's  possession or control,  if
any. Purchaser,  at Purchaser's sole cost and expense, may update such survey or
cause to be prepared a new survey for the Property ("Survey") to be delivered to
Purchaser  and Seller  within the  Feasibility  Period.  The Survey (i) shall be
prepared in accordance  with and shall comply with the minimum  requirements  of
the  ALTA;  (ii)  shall  be in a  form,  and  shall  be  certified  as of a date
satisfactory  to Title Insurer to enable Title Insurer to delete standard survey
exceptions  from the title  insurance  policy to be issued pursuant to the Title
Commitments,  except for any Permitted Exceptions; (iii) shall specifically show
all improvements,  recorded  easements to the extent locatable,  set back lines,
and such other matters shown as exceptions by the Title Commitments;  (iv) shall
specifically  show the right of way for all adjacent public  streets;  (v) shall
specifically  disclose whether (and, if so, what part of) any of the Property is
in an area designated as requiring flood insurance under applicable federal laws
regulating  lenders;  (vi) shall contain a perimeter  legal  description  of the
Property  which may be used in the special  warranty  deed or  equivalent  deed;
(vii) shall be  certified to  Purchaser,  Purchaser's  lender,  Seller and Title
Insurer  as being true and  correct;  and (viii)  shall  certify  that the legal
description set forth therein describes the same, and comprises all of, the real
estate  comprising  the Property to be  purchased  by Purchaser  pursuant to the
terms of this Purchase Contract. In the event the perimeter legal description of
the Property  contained in the Survey differs from that contained in the deed or
deeds by which Seller took title to the Property,  the latter  description shall
be used in the special warranty deed delivered to Purchaser at Closing,  and the
Survey legal shall be used in a quitclaim  deed to the Property which also shall
be delivered to Purchaser at Closing.  Purchaser,  at Purchaser's  sole cost and
expense,  may also cause to be prepared an environmental report for the Property
("Environmental Report").

6.12.1  Should  such  Survey  disclose  conditions  that  give  rise  to a title
exception  other than a Permitted  Exception,  Purchaser shall have the right to
object thereto within the  Feasibility  Period in accordance with the procedures
set forth in ARTICLE 5 above.

6.12.2  Purchaser  agrees  to make  payment  in full of all  costs of  obtaining
Surveys  required by this Purchase  Contract on or before Closing or termination
of this Purchase Contract.

                                   ARTICLE 7
                                     CLOSING

7.1 Dates, Places Of Closing, Prorations, Delinquent Rent and Closing Costs.

7.1.1 The Closing  shall occur no later than thirty (30) calendar days after the
expiration  of the  Feasibility  Period,  through an escrow with  Escrow  Agent,
whereby the Seller, Purchaser and their attorneys need not be physically present
at the Closing  and may  deliver  documents  by  overnight  air courier or other
means.

7.1.2 The Closing Date may be extended  without  penalty at the option of Seller
to a date not later than thirty (30) days  following the Closing Date  specified
above to satisfy a condition to be satisfied by Seller, or such later date as is
mutually acceptable to Seller and Purchaser.

7.1.3  All  normal  and  customarily   proratable  items,   including,   without
limitation,  Rents (as defined below),  operating  expenses,  personal  property
taxes,  other operating  expenses and fees,  shall be prorated as of the Closing
Date,  Seller  being  charged  or  credited,  as  appropriate,  for  all of same
attributable  to the period up to the Closing Date (and credited for any amounts
paid by Seller  attributable  to the  period on or after the  Closing  Date,  if
assumed by  Purchaser)  and  Purchaser  being  responsible  for, and credited or
charged,  as the case may be, for all of same  attributable to the period on and
after the Closing Date.  All unapplied  deposits  under Tenant  leases,  if any,
shall be  transferred  by Seller to Purchaser at the  Closing.  Purchaser  shall
assume  at  Closing  the  obligation  to  pay  any  accrued  but  unpaid  tenant
improvement  allowances and leasing commissions under commercial leases executed
after the Effective  Date and approved by Purchaser,  together with any payments
due parties to other agreements  affecting the Property which survive Closing or
under the Property  Contracts  assumed by Purchaser,  provided that any payments
under the Property  Contracts have been prorated.  Any real estate ad valorem or
similar taxes for the Property,  or any  installment of  assessments  payable in
installments which installment is payable in the calendar year of Closing, shall
be  prorated  to the date of  Closing,  based upon  actual  days  involved.  The
proration of real property taxes or installments  of assessments  shall be based
upon the  assessed  valuation  and tax rate  figures  for the year in which  the
Closing occurs to the extent the same are available; provided, that in the event
that actual  figures  (whether for the assessed value of the Property or for the
tax rate) for the year of Closing are not  available  at the Closing  Date,  the
proration  shall be made using  figures from the preceding  year.  The proration
shall be final and unadjustable  except as provided in the following  paragraph.
For  purposes of this  Section  7.1.3 and  Sections  7.1.4 and 7.1.5,  the terms
"Rent" and "Rents" shall include,  without  limitation,  base rents,  additional
rents,  percentage rents and common area maintenance  charges. The provisions of
this Section 7.1.3 shall apply during the Proration  Period (as defined  below).
Any Rent that is  delinquent  on the  Closing  Date shall not be prorated at the
Closing,  but shall be governed  pursuant  to the  provisions  of Section  7.1.5
below.

7.1.4 If any of the items subject to proration  hereunder  cannot be prorated at
the Closing  because the  information  necessary  to compute  such  proration is
unavailable,  or if any  errors or  omissions  in  computing  prorations  at the
Closing  are  discovered  subsequent  to the  Closing,  then such item  shall be
reapportioned  and such errors and  omissions  corrected as soon as  practicable
after the Closing Date and the proper party  reimbursed,  which obligation shall
survive the Closing for a period (the "Proration  Period") from the Closing Date
until one (1) year after the Closing  Date.  Neither party hereto shall have the
right to require a  recomputation  of a Closing  proration or a correction of an
error or omission in a Closing  proration unless within the Proration Period one
of the parties hereto (i) has obtained the previously unavailable information or
has discovered  the error or omission,  and (ii) has given Notice thereof to the
other  party  together  with  a copy  of its  good  faith  recomputation  of the
proration   and  copies  of  all   substantiating   information   used  in  such
recomputation.  The  failure  of a party to obtain  any  previously  unavailable
information  or discover an error or omission with respect to an item subject to
proration  hereunder  and to give Notice  thereof as provided  above  within the
Proration  Period shall be deemed a waiver of its right to cause a recomputation
or a  correction  of an error or  omission  with  respect to such item after the
Closing Date.

7.1.5 If on the Closing Date any Tenant is in arrears in any Rent payment  under
any Tenant  lease (the  "Delinquent  Rent"),  any  Delinquent  Rent  received by
Purchaser  and Seller  from such Tenant  after the  Closing  shall be applied to
amounts  due and  payable by such  Tenant  during the  following  periods in the
following order of priority:  (i) first, to the period of time after the Closing
Date,  and (ii)  second,  to the period of time  before  the  Closing  Date.  If
Delinquent Rent or any portion thereof received by Seller or Purchaser after the
Closing are due and payable to the other party by reason of this allocation, the
appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
and costs and expenses expended in connection with the collection thereof, shall
be promptly paid to the other party. Any monies received by Seller after closing
shall be forwarded to Purchaser for disbursement in accordance with the order of
payment provided herein above. After the Closing,  Seller shall continue to have
the right, but not the obligation,  in its own name, to demand payment of and to
collect Delinquent Rent owed to Seller by any Tenant, which right shall include,
without  limitation,  the  right  to  continue  or  commence  legal  actions  or
proceedings  against any Tenant  (provided,  that Seller  shall not commence any
legal actions or proceedings  against any Tenant which  continues as a Tenant at
the Property  after Closing  without the prior consent of Purchaser,  which will
not be unreasonably withheld or delayed),  and the delivery of the Assignment as
defined  in  Section  7.2.1.3  shall not  constitute  a waiver by Seller of such
right.  Purchaser  agrees to  cooperate  with Seller at no cost or  liability to
Purchaser in  connection  with all efforts by Seller to collect such  Delinquent
Rent and to take all steps,  whether before or after the Closing Date, as may be
necessary  to carry  out the  intention  of the  foregoing,  including,  without
limitation,  the  delivery  to  Seller,  within  seven (7) days  after a written
request, of any relevant books and records (including,  without limitation, rent
statements,  receipted bills and copies of tenant checks used in payment of such
rent),  the  execution  of any and all  consents  or  other  documents,  and the
undertaking  of  any  act  reasonably  necessary  for  the  collection  of  such
Delinquent Rent by Seller;  provided,  however,  that Purchaser's  obligation to
cooperate with Seller pursuant to this sentence shall not obligate  Purchaser to
terminate any Tenant lease with an existing  Tenant or evict any existing Tenant
from the Property.  The  provisions of this Section 7.1.5 shall apply during the
Proration Period.

7.1.6  Seller and  Purchaser  shall share  equally in the costs of all  transfer
taxes  (e.g.,  excise  stamp  taxes) and  recording  costs  with  respect to the
Closing.  Seller and  Purchaser  shall share  equally in the costs of the Escrow
Agent for escrow fees.

7.1.7  Purchaser  shall  pay the  cost of any  taxes  or  fees  (e.g.,  mortgage
registration  fees,  deed of  trust  recording  fees)  arising  as a  result  of
Purchaser's financing, if any, with respect to its purchase of the Property.

7.2 Items To Be Delivered Prior To Or At Closing.

7.2.1  Seller.  At  Closing,  Seller  shall  deliver to  Purchaser,  each of the
following items, as applicable:

7.2.1.1  Special  Warranty  Deed in the form  attached  as  Exhibit  7.2.1.1  to
Purchaser.  The  acceptance of such deed at Closing,  shall be deemed to be full
performance  of, and  discharge of, every  agreement and  obligation on Seller's
part to be performed  under this Purchase  Contract,  except for those that this
Purchase Contract specifically provides shall survive Closing.

7.2.1.2 A Bill of Sale  without  recourse or  warranty  in the form  attached as
Exhibit 7.2.1.2  covering all Property  Contracts,  Commercial  Leases,  Permits
(other than  Excluded  Permits)  and Fixtures  and  Tangible  Personal  Property
required to be transferred to Purchaser with respect to such Property. Purchaser
shall  countersign the same so as to effect an assumption by Purchaser of, among
other things, Seller's obligations thereunder.

7.2.1.3 An Assignment (to the extent assignable and in force and effect) without
recourse or warranty in the form attached as Exhibit  7.2.1.3 of all of Seller's
right, title and interest in and to the Miscellaneous  Property Assets,  subject
to any required  consents.  Purchaser shall countersign the same so as to effect
an assumption  by  Purchaser,  including,  without  limitation,  of all Seller's
obligations  that  Purchaser  has,  or is  deemed  to  have,  agreed  to  assume
thereunder.

7.2.1.4 A closing statement executed by Seller.

7.2.1.5 A vendor's affidavit or at Seller's option an indemnity,  as applicable,
in the customary form reasonably acceptable to Seller to enable Title Insurer to
delete the standard  exceptions to the title insurance  policy set forth in this
Purchase Contract (other than matters  constituting any Permitted Exceptions and
matters  which  are to be  completed  or  performed  post-Closing)  to be issued
pursuant to the Title Commitment;  provided that such affidavit does not subject
Seller to any greater  liability,  or impose any additional  obligations,  other
than as set forth in this Purchase Contract; and

7.2.1.6 A certification of Seller's  non-foreign status pursuant to Section 1445
of the Internal Revenue Code of 1986, as amended.

7.2.1.7 Except for the items expressly  listed above to be delivered at Closing,
delivery  of any  other  required  items  shall  be  deemed  made by  Seller  to
Purchaser,  if Seller leaves such  documents at the Property in their  customary
place of storage or in the custody of Purchaser's representatives.

7.2.1.8 To the extent in Seller's possession or control,  original copies of the
Commercial  Leases and Property  Contracts,  lease files,  keys to the property,
Seller's books and records (other than  proprietary  information)  regarding the
Property

7.2.1.9 Original Tenant Estoppel  Certificates,  in the form attached as Exhibit
7.2.1.9 , or the form  required by the Tenant's  Lease,  for a maximum of eighty
percent (80%) of the space leased by Tenants at the Property. 1.1.1.1


7.2.10  Seller  shall  make  reasonable  efforts  prior  to  Closing  to  assist
Purchaser,  at  Purchaser's  sole cost and expense,  in obtaining  Subordination
Agreements  in form and substance  acceptable  to  Purchaser,  from the Tenants.
However,  delivery of such Subordination  Agreements shall not be a condition to
the Closing.

7.2.2 Purchaser.  At Closing,  Purchaser shall deliver to the Title Company (for
disbursement to Seller upon the Closing) the following items with respect to the
Property being conveyed at such Closing:

7.2.2.1  The full  Purchase  Price as required by ARTICLE 3 hereof plus or minus
the adjustments or prorations required by this Purchase Contract.  If at Closing
there are any liens or  encumbrances on the Property that Seller is obligated or
elects to pay and  discharge,  Seller may use any portion of the Purchase  Price
for the  Property(s)  to  satisfy  the same,  provided  that  Seller  shall have
delivered to Title  Company,  on such Closing  instruments  in  recordable  form
sufficient  to satisfy  such liens and  encumbrances  of record  (or,  as to any
mortgages or deeds of trust, appropriate payoff letters, acceptable to the Title
Insurer),  together  with the cost of  recording  or  filing  such  instruments.
Purchaser,  if request is made within a reasonable time prior to Closing, agrees
to provide at Closing  separate  certified  or  cashier's  checks as  requested,
aggregating  not more than the amount of the  balance of the portion of Purchase
Price,  to facilitate the  satisfaction of any such liens or  encumbrances.  The
existence of any such liens or  encumbrances  shall not be deemed  objections to
title if Seller shall comply with the foregoing requirements.

7.2.2.2 A closing statement executed by Purchaser.

7.2.2.3 A countersigned  counterpart of the Bill of Sale in the form attached as
Exhibit 7.2.1.2.

7.2.2.4 A  countersigned  counterpart  of the Assignment in the form attached as
Exhibit 7.2.1.3.

7.2.2.5 A fully executed Kansas Real Estate Sales Validation  Questionnaire,  as
required by Johnson County, in the form attached as Exhibit 7.2.2.5

7.2.2.6 Such other instruments,  documents or certificates as are required to be
delivered by Purchaser to Seller in accordance with any of the other  provisions
of this Purchase Contract.

                                   ARTICLE 8
         REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER

8.1   Representations And Warranties Of Seller.

8.1.1 For the purpose of inducing Purchaser to enter into this Purchase Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Seller  represents  and warrants to Purchaser  the following as of the Effective
Date and as of the Closing Date:

8.1.1.1  Seller is lawfully and duly  organized,  and in good standing under the
laws of the state of its  formation  set forth in the initial  paragraph of this
Purchase Contract;  and has or at the Closing shall have the power and authority
to sell and convey the Property  and to execute the  documents to be executed by
Seller and prior to the Closing will have taken as  applicable,  all  corporate,
partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Purchase  Contract,  and the  consummation of
the transactions  contemplated by this Purchase Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms,  conditions or provisions of, or constitute a default
under,  any  purchase  contract to which Seller is a party or by which Seller is
otherwise  bound.  Seller has not made any other purchase  contract for the sale
of, or given any other person the right to  purchase,  all or any part of any of
the Property;

8.1.1.2  Seller owns  insurable,  fee title to the Property,  including all real
property contained therein required to be sold to Purchaser, subject only to the
Permitted  Exceptions  (provided,  however,  that if this  representation  is or
becomes untrue,  Purchaser's remedies shall be limited to the remedies set forth
in  Section  6.7 hereof and  Seller  shall have no other  liability  as a result
thereof, either before or after Closing);

8.1.1.3  There are no adverse or other  parties in  possession  of the Property,
except for occupants,  guests and tenants under the Commercial Leases (provided,
however, that if this representation is or becomes untrue,  Purchaser's remedies
shall be limited to the remedies set forth in Section 6.7 hereof).

8.1.1.4 The joinder of no person or entity  other than  Seller is  necessary  to
convey the  Property,  fully and  completely,  to  Purchaser  at Closing,  or to
fulfill Seller's obligations and Seller has all necessary right and authority to
convey and assign to Purchaser all contract rights and warranties required to be
conveyed and assigned to Purchaser hereunder;

8.1.1.5  Purchaser has no duty to collect  withholding taxes for Seller pursuant
to the Foreign Investors Real Property Tax Act of 1980, as amended;

8.1.1.6 To Seller's knowledge, there are no actions, proceedings,  litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, as applicable;

8.1.1.7  To  Seller's  knowledge,  each  of the  Materials  to be  delivered  to
Purchaser  during the  Feasibility  Period are, or will be,  complete,  true and
correct in all material respects,  and further,  all Materials that are to be so
delivered  and are in Seller's  possession  or control,  have been,  or will be,
delivered to Purchaser.

8.1.1.8  Seller has no  knowledge of any claims for labor  performed,  materials
furnished or services  rendered in connection  with  constructing,  improving or
repairing any of the Property, as applicable,  caused by Seller and which remain
unpaid  beyond the date for which  payment was due and in respect of which liens
may or could be filed against any of the Property, as applicable;

8.1.2 Except for the representations and warranties expressly set forth above in
Subsection  8.1.1, the Property is expressly  purchased and sold "AS IS," "WHERE
IS," and "WITH ALL FAULTS." The Purchase  Price and the terms and conditions set
forth herein are the result of arm's-length bargaining between entities familiar
with transactions of this kind, and said price, terms and conditions reflect the
fact that  Purchaser  shall have the  benefit  of, and is not  relying  upon any
information  provided  by Seller or Broker  or  statements,  representations  or
warranties,  express or implied,  made by or enforceable directly against Seller
or Broker,  including,  without  limitation,  any  relating  to the value of the
Property,  the physical or environmental  condition of the Property,  any state,
federal,  county or local law,  ordinance,  order or permit; or the suitability,
compliance or lack of compliance  of the Property  with any  regulation,  or any
other  attribute  or matter  of or  relating  to the  Property  (other  than any
covenants  of title  contained  in the  deeds  conveying  the  Property  and the
representations set forth above).  Purchaser  represents and warrants that as of
the date hereof and as of the Closing  Date,  it has and shall have reviewed and
conducted  such  independent  analyses,  studies,  reports,  investigations  and
inspections as it deems  appropriate in connection with the Property.  If Seller
provides or has provided any documents,  summaries,  opinions or work product of
consultants,  surveyors,  architects,  engineers, title companies,  governmental
authorities  or any  other  person  or  entity  with  respect  to the  Property,
including,  without limitation,  the offering prepared by Broker,  Purchaser and
Seller agree that Seller has done so or shall do so only for the  convenience of
both  parties,  Purchaser  shall not rely  thereon and the reliance by Purchaser
upon any such documents, summaries, opinions or work product shall not create or
give rise to any liability of or against Seller, Seller's partners or affiliates
or  any  of  their  respective  partners,  officers,  directors,   participants,
employees,  contractors,   attorneys,  consultants,   representatives,   agents,
successors, assigns or predecessors-in-interest.  Purchaser shall rely only upon
any title insurance obtained by Purchaser with respect to title to the Property.
Purchaser  acknowledges and agrees that no  representation  has been made and no
responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
applicable  zoning  or  building  code  requirements  or the  compliance  of the
Property with any other laws,  rules,  ordinances or regulations,  the financial
earning  capacity  or  expense  history of the  Property,  the  continuation  of
contracts,  continued occupancy levels of the Property,  or any part thereof, or
the continued occupancy by tenants of any Commercial Leases or, without limiting
any of the foregoing,  occupancy at Closing. Prior to Closing, Seller shall have
the right,  but not the  obligation,  to enforce its rights  against any and all
Property  occupants,  guests or tenants.  Except as otherwise  set forth herein,
Purchaser agrees that the departure or removal, prior to Closing, of any of such
guests,  occupants or tenants shall not be the basis for, nor shall it give rise
to, any claim on the part of Purchaser,  nor shall it affect the  obligations of
Purchaser under this Purchase Contract in any manner  whatsoever;  and Purchaser
shall close title and accept  delivery of the deed with or without  such tenants
in possession and without any allowance or reduction in the Purchase Price under
this Purchase Contract. Purchaser hereby releases Seller from any and all claims
and liabilities relating to the foregoing matters, except as provided in Section
8.1.3 below.

8.1.3 Seller and Purchaser agree that those representations contained in Section
8.1 shall survive  Closing for a period of one (1) year (that is, any proceeding
based on the breach of a  representation  contained in Section 8.1 that survives
Closing must be  commenced  within one (1) year  subsequent  to the date of such
representation).  In the event that Seller breaches any representation contained
in Section 8.1 and Purchaser had  knowledge of such breach,  Purchaser  shall be
deemed  to have  waived  any right of  recovery  and  Seller  shall not have any
liability in connection therewith.

8.1.4 Representations and warranties above made to the knowledge of Seller shall
not be  deemed to imply  any duty of  inquiry.  For  purposes  of this  Purchase
Contract,  the term  Seller's  "knowledge"  shall mean and refer to only  actual
knowledge  of the  Designated  Representative  (as  hereinafter  defined) of the
Seller  and  shall  not be  construed  to refer to the  knowledge  of any  other
partner, officer,  director, agent, employee or representative of the Seller, or
any affiliate of the Seller,  or to impose upon such  Designated  Representative
any duty to investigate the matter to which such actual knowledge or the absence
thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
individual   personal   liability.   As  used   herein,   the  term   Designated
Representative shall refer to Mr. Michael Greene of Metric Management, Inc..

8.2 Representations And Warranties Of Purchaser

8.2.1 For the purpose of inducing  Seller to enter into this  Purchase  Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Purchaser  represents  and warrants to Seller the  following as of the Effective
Date and as of the Closing Date:

8.2.2 With respect to  Purchaser  and its  business,  Purchaser  represents  and
warrants, in particular, that:

8.2.2.1 Purchaser is limited liability company duly organized,  validly existing
and in good standing under the laws of Kansas.

8.2.2.2  Purchaser,  acting  through  any of its or  their  duly  empowered  and
authorized officers or members, has all necessary power and authority to own and
use its properties and to transact the business in which it is engaged,  and has
full power and  authority to enter into this Purchase  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform its obligations hereunder; and no consent of any of Purchaser's officers
or members are required to so empower or authorize Purchaser.

8.2.2.3 No pending or, to the  knowledge  of  Purchaser,  threatened  litigation
exists which if determined  adversely  would  restrain the  consummation  of the
transactions  contemplated by this Purchase  Contract or would declare  illegal,
invalid or non-binding any of Purchaser's obligations or covenants to Seller.

8.2.2.4 Purchaser is duly authorized to execute and deliver,  acting through its
duly empowered and authorized  officers and members,  respectively,  and perform
this  Purchase  Contract and all  documents  and  instruments  and  transactions
contemplated  hereby or  incidental  hereto,  and such  execution,  delivery and
performance  by Purchaser  does not (i) violate any of the  provisions  of their
respective  certificates of incorporation or bylaws,  (ii) violate any provision
of any law,  governmental rule or regulation  currently in effect, (iii) violate
any judgment, decree, writ, injunction,  award, determination or order currently
in effect that names or is  specifically  directed at Purchaser or its property,
and (iv) require the consent, approval, order or authorization of, or any filing
with or notice to, any court or other governmental authority.

8.2.2.5 The joinder of no person or entity other than  Purchaser is necessary to
consummate the  transactions  to be performed by Purchaser and Purchaser has all
necessary  right  and  authority  to  perform  such  acts  as are  required  and
contemplated by this Purchase Contract.

8.2.3  Purchaser has not dealt with any broker,  finder or any other person,  in
connection  with the  purchase  of or the  negotiation  of the  purchase  of the
Property that might give rise to any claim for commission against Seller or lien
or claim against the Property.

8.2.4 Purchaser  hereby  discloses that Chambers & Associates and its principal,
Mr.  Mike  Chambers,  are  licensed  real  estate  brokers,  and  Seller  hereby
acknowledges that such disclosure has been made.

                                   ARTICLE 9
                         CONDITIONS PRECEDENT TO CLOSING

9.1  Purchaser's  obligation  to close under this  Purchase  Contract,  shall be
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:

9.1.1 All of the  documents  required to be  delivered by Seller to Purchaser at
the Closing  pursuant to the terms and  conditions of Section 7.2.1 hereof shall
have been delivered and shall be in form and substance  reasonably  satisfactory
to Purchaser;

9.1.2 Each of the  representations  and  warranties of Seller  contained  herein
shall be true in all material respects as of the Closing Date;

9.1.3 Seller shall have complied  with,  fulfilled and performed in all material
respects  each of the  covenants,  terms and  conditions  to be  complied  with,
fulfilled or performed by Seller hereunder;

9.1.4 Title  Company shall be prepared to issue to Purchaser the Title Policy as
required by Article 6 hereof;

9.1.5 Notwithstanding anything to the contrary, there are no other conditions on
Purchaser's obligation to Close except as expressly set forth above.

9.2 Without limiting any of the rights of Seller elsewhere  provided for in this
Purchase Contract,  Seller's obligation to close with respect to conveyance of a
particular  Property  under  this  Purchase  Contract  shall be  subject  to and
conditioned  upon the  fulfillment  of each and all of the following  conditions
precedent:

9.2.1  Purchaser's  representations  and  warranties  set forth in this Purchase
Contract  shall have been true and correct in all material  respects  when made,
and shall be true and correct in all  material  respects on the Closing Date and
as of the Effective Date as though such representations and warranties were made
at and as of such date and time.

9.2.2  Purchaser  shall have fully  performed and complied  with all  covenants,
conditions,  and other  obligations in this Purchase Contract to be performed or
complied  with by it at or  prior  to  Closing  including,  without  limitation,
payment in full of the Purchase Price.

9.2.3 There shall not be pending or, to the  knowledge  of either  Purchaser  or
Seller, any litigation or threatened  litigation which, if determined adversely,
would restrain the consummation of any of the transactions  contemplated by this
Purchase Contract or declare illegal, invalid or nonbinding any of the covenants
or obligations of the Purchaser.

9.2.4  If  applicable,   Purchaser  shall  have  produced  evidence   reasonably
satisfactory  to Seller of Purchaser's  compliance  with  Hart-Scott-Rodino  Act
requirements   or  of  the   non-applicability   thereof  to  the   transactions
contemplated by this Purchase Contract.

                                   ARTICLE 10
                                    BROKERAGE

10.1 Seller  represents  and warrants to  Purchaser  that it has dealt only with
Pinnacle Realty Management Company,  7316 Wisconsin Avenue, Suite 300, Bethesda,
Maryland 20814-2925 ("Broker") in connection with this Purchase Contract. Seller
and Purchaser each  represents and warrants to the other that other than Broker,
it has not dealt with or utilized the services of any other real estate  broker,
sales person or finder in connection with this Purchase Contract, and each party
agrees to  indemnify  the other party from and against all claims for  brokerage
commissions  and  finder's  fees  arising  from or  attributable  to the acts or
omissions of the indemnifying party.

10.2  Seller  agrees  to pay  Broker a  commission  according  to the terms of a
separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
beneficiary of this Purchase Contract.

10.3 Broker  assumes no  responsibility  for the  condition  of the  Property or
representation  for the  performance of this Purchase  Contract by the Seller or
Purchaser.

10.4 Seller  acknowledges  the disclosure  made by Purchaser in Section 8.2.4 of
this Agreement that Chambers & Associates, and its principal, Mr. Mike Chambers,
are licensed real estate brokers.

                                   ARTICLE 11
                                   POSSESSION

11.1  Possession of the Property  subject to the Permitted  Exceptions  shall be
delivered to Purchaser at the Closing, subject to Purchaser's right of entry for
inspection as set forth in ARTICLE 5.

                                   ARTICLE 12
                              DEFAULTS AND REMEDIES

12.1 In the event  Purchaser  terminates  this Purchase  Contract  following the
Feasibility  Period for any reason other than Seller's inability to convey title
as required by this Purchase Contract,  or defaults hereunder on or prior to the
Closing  Date and  consummation  of the Closing does not occur by reason of such
termination or default by Purchaser, Seller and Purchaser agree that it would be
impractical  and  extremely  difficult to estimate the damages  which Seller may
suffer.  Therefore,  Seller and  Purchaser  hereby  agree  that,  except for the
Purchaser's  obligations to Seller under Section 5.3, the reasonable estimate of
the total net  detriment  that Seller would  suffer in the event that  Purchaser
terminates  this  Purchase  Contract  or defaults  hereunder  on or prior to the
Closing  Date is and shall be, as  Seller's  sole  remedy  (whether at law or in
equity),  the right to receive  from the Escrow Agent and retain the full amount
of the Deposit.  The payment and performance of the above as liquidated  damages
is not intended as a forfeiture or penalty  within the meaning of applicable law
and is intended to settle all issues and  questions  about the amount of damages
suffered  by Seller in the  applicable  event,  except  only for  damages  under
Section 5.3 above,  irrespective of the time when the inquiry about such damages
may take place.  Upon any such failure by  Purchaser  hereunder,  this  Purchase
Contract shall be terminated, and neither party shall have any further rights or
obligations hereunder, each to the other, except for the Purchaser's obligations
to Seller  under  Section  5.3 above,  and the right of Seller to  collect  such
liquidated damages to the extent not theretofore paid by Purchaser.

12.2 Provided that  Purchaser has not terminated  this Purchase  Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Seller's  default  hereunder,  Purchaser's  sole remedy shall be to elect (1) to
terminate this Purchase Contract and receive reimbursement of the Deposit (or so
much  thereof  as has been  received  by Escrow  Agent)  and  reimbursement  for
Purchaser's  actual  reasonable   out-of-pocket  expenses  (including,   without
limitation,  reasonable attorneys' fees, charges and disbursements)  incurred in
connection  with the  negotiation of this Purchase  Contract and Purchaser's due
diligence  efforts,  provided,  however,  that the amount of such  reimbursement
shall  not  exceed  $20,000.00;  or (2) to  seek  specific  performance  of this
Purchase Contract.

                                   ARTICLE 13
                            RISK OF LOSS OR CASUALTY

13.1 Seller shall  maintain all current  insurance  policies with respect to the
Property in effect  until the Closing  Date.  Prior to the Closing , the risk of
loss or  damage to the  Property  by fire or other  casualty  shall be borne and
assumed  by  Seller.  If,  prior  to the  Closing,  any  "Material  Damage"  (as
hereinafter  defined)  occurs to any portion of the Property as a result of fire
or other casualty,  Seller shall  immediately  notify Purchaser of such fact. In
such event,  Purchaser shall have the option to terminate this Purchase Contract
upon written  notice to Seller given not later than ten (10) days after  receipt
of any such notice from Seller.  Purchaser shall have no right to terminate this
Purchase Contract as a result of any damage or destruction of any portion of the
Property that does not constitute  Material Damage.  If Purchaser does not elect
or has no right to terminate  this  Purchase  Contract,  Seller shall assign and
turn over,  and Purchaser  shall be entitled to receive and keep,  all insurance
proceeds payable with respect to such damage or destruction (which shall then be
repaired or not at Purchaser's option and cost) and the parties shall proceed to
the Closing  pursuant to the terms hereof without  modification  of the terms of
this Purchase Contract. If Purchaser does not elect or has no right to terminate
this Purchase Contract by reason of any casualty, Purchaser shall have the right
to  participate  in any  adjustment  of the  insurance  claim.  If the insurance
proceeds  payable with  respect to any damage do not cover the full  replacement
cost of such damage,  Seller shall credit  Purchaser for the difference  between
the insurance  proceeds and the actual reasonable  expenses  necessary to repair
such  damage;  provided  however that such credit shall not exceed the lesser of
(1) fifteen  percent (15%) of the total repair costs,  or (2) $100,000.  As used
herein,  the term "Material Damage" shall mean damage or destruction the cost of
repair of which exceeds $350,000.00.

                                   ARTICLE 14
                                  RATIFICATION

14.1 This  Purchase  Contract  shall be null and void unless  fully  ratified by
Purchaser and Seller on or before January 25, 2000.

                                   ARTICLE 15
                                 EMINENT DOMAIN

15.1 In the event that at the time of Closing all or any part of the Property is
(or has previously been) acquired,  or is about to be acquired,  by authority of
any  governmental  agency in purchase  in lieu  thereof (or in the event that at
such time  there is any notice of any such  acquisition  or intent to acquire by
any such  governmental  agency),  Purchaser shall have the right, at Purchaser's
option,  to terminate  this Purchase  Contract by giving  written  Notice within
Fifteen (15) days of  Purchaser's  receipt from Seller of the occurrence of such
event and recover the Deposit (if paid)  hereunder,  or to settle in  accordance
with the terms of this Purchase Contract for the full Purchase Price and receive
the full benefit or any  condemnation  award. It is expressly agreed between the
parties  hereto  that  this  paragraph  shall  in  no  way  apply  to  customary
dedications  for public  purposes which may be necessary for the  development of
the Property.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1   Exhibits And Schedules

     All  Exhibits and  Schedules  annexed  hereto are a part of this  Purchase
Contract for all purposes.

16.2 Assignability

      Subject to Section 16.18, this Purchase Contract is not assignable without
first obtaining the prior written approval of the  non-assigning  party,  except
that  Purchaser  may  assign  all or an  undivided  interest  in this  Purchaser
Contract  to one or more  entities  so long as (i)  Purchaser  or its  affiliate
remains a part of the purchasing entity(ies), and (ii) Purchaser is not released
from its liability hereunder.

16.3    Binding Effect

      This Purchase  Contract  shall be binding upon and inure to the benefit of
Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
assigns.

16.4            Captions

      The captions,  headings,  and arrangements  used in this Purchase Contract
are for convenience only and do not in any way affect, limit, amplify, or modify
the terms and provisions hereof.

16.5            Number And Gender Of Words

      Whenever  herein the singular  number is used,  the same shall include the
plural  where  appropriate,  and words of any gender  shall  include  each other
gender where appropriate.

16.6            Notices

      All Notices,  demands, requests and other communications required pursuant
to the provisions of this Purchase  Contract  ("Notice") shall be in writing and
shall be deemed to have been  properly  given or served for all  purposes (i) if
sent by Federal Express or a nationally  recognized  overnight  carrier for next
business  day  delivery,  on the first  business day  following  deposit of such
Notice with such carrier, or (ii) if personally delivered, on the actual date of
delivery or (iii) if sent by certified mail,  return receipt  requested  postage
prepaid, on the Fifth (5th) business day following the date of mailing addressed
as follows:

            If to Seller:                     If to Purchaser:

            Century Properties Fund XX        Chambers & Associates
            Tower Two                         Commercial Real Estate
            2000 South Colorado Blvd.         Services, L.L.C
            Suite 2-1000                      7000 West 105th Street
            Denver, Colorado  80222           Overland Park, Kansas  66212
            Attn:  Mr. Harry Alcock           Attn:  Mr. Mike Chambers
            Phone:  303 691-4300              Phone:  ______________
            Fax:  303 692-0786                Fax:  ________________

                  And                               With a copy to

            Argent Real Estate                Levy and Craig, P.C.
            1401 Brickell Avenue, Suite 520   911 Main Street, Suite 2000
            Miami, Florida  33131             Kansas City, Missouri  64105
            Attn:  Mr. David Marquette        Attn:  Patricia McDonald, Esq.
            Phone:  305 371-9299              Phone:  816 460-1829
            Fax:  305 371-6898                Fax:  816 471-2186

                  With a copy to

            Loeb & Loeb, LLP
            1000 Wilshire Boulevard, Suite
            1800
            Los Angeles, California  90017
            Attn: Andrew S. Clare, Esq.
                  Karen N. Higgins, Esq.
            Phone:  213 688-3820
            Fax:  213 688-3460

      Any of the parties may  designate a change of address by Notice in writing
to the other parties. Whenever in this Purchase Contract the giving of Notice by
mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
writing by the person or persons entitled to receive such Notice.

16.7            Governing Law And Venue

      The laws of the State of Kansas shall govern the  validity,  construction,
enforcement,  and  interpretation  of this Purchase  Contract,  unless otherwise
specified herein except for the conflict of laws provisions thereof. All claims,
disputes  and other  matters in  question  arising  out of or  relating  to this
Purchase  Contract,  or the breach  thereof,  shall be  decided  by  proceedings
instituted and litigated in the United States District Court for the district in
which the Property is situated,  and the parties hereto expressly consent to the
venue and jurisdiction of such court.

16.8            Entirety And Amendments

      This Purchase  Contract  embodies the entire Purchase Contract between the
parties and supersedes all prior Purchase Contracts and understandings,  if any,
relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
instrument in writing executed by the party against whom enforcement is sought.

16.9            Severability

      If any provision of this Purchase Contract is held to be illegal, invalid,
or  unenforceable  under present or future laws,  such provision  shall be fully
severable.  The Purchase  Contract  shall be  construed  and enforced as if such
illegal,  invalid, or unenforceable provision had never comprised a part of this
Purchase Contract;  and the remaining provisions of this Purchase Contract shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
shall be added  automatically as a part of this Purchase Contract a provision as
similar in terms to such illegal,  invalid, or unenforceable provision as may be
possible to make such provision legal, valid, and enforceable.

16.10            Multiple Counterparts

      This  Purchase   Contract  may  be  executed  in  a  number  of  identical
counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
original  for  all  purposes  and all  such  counterparts  shall,  collectively,
constitute one Purchase Contract.  In making proof of this Purchase Contract, it
shall  not  be   necessary  to  produce  or  account  for  more  than  one  such
counterparts.

16.11            Further Acts

      In  addition to the acts and deeds  recited  herein and  contemplated  and
performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
executed and/or  delivered any and all such further acts,  deeds, and assurances
as may be necessary to consummate the transactions contemplated hereby.

16.12            Construction

      No provision of this Purchase  Contract shall be construed in favor of, or
against,  any particular  party by reason of any presumption with respect to the
drafting of this Purchase Contract;  both parties, being represented by counsel,
having fully participated in the negotiation of this instrument.

16.13            Confidentiality

      Purchaser  shall not disclose the terms and  conditions  contained in this
Purchase Contract, shall keep the same confidential, provided that Purchaser may
disclose the terms and  conditions of this Purchase  Contract (i) as required by
law, (ii) to consummate  the terms of this Purchase  Contract,  or any financing
relating  thereto,  or (iii) to  Purchaser's  or  Seller's  lenders,  attorneys,
financial advisors,  consultants, and accountants,.  Any information provided by
Seller  to  Purchaser  under  the  terms  of  this  Purchase   Contract  is  for
informational purposes only. In providing such information to Purchaser,  Seller
makes no representation  or warranty,  express,  written,  oral,  statutory,  or
implied,  and all such  representations  and  warranties  are  hereby  expressly
excluded.  Purchaser  shall not in any way be entitled to rely upon the accuracy
of such  information.  Such information is also confidential and Purchaser shall
be prohibited from making such information  public to any other person or entity
other than its agents and legal representatives,  without Seller's prior written
authorization, which may be granted or denied in Seller's sole discretion.

16.14            Time Of The Essence

      It is expressly  agreed by the parties  hereto that time is of the essence
with respect to this Purchase Contract.

16.15            Cumulative Remedies And Waiver

      No remedy herein  conferred or reserved is intended to be exclusive of any
other available  remedy or remedies herein  conferred or referred,  but each and
every such remedy  shall be  cumulative  and shall be in addition to every other
remedy given under this Purchase Contract.  No delay or omission to exercise any
right or power  accruing upon any default,  omission,  or failure of performance
hereunder  shall  impair any right or power or shall be construed to be a waiver
thereof,  but any such right and power may be exercised from time to time and as
often as may be deemed expedient. No waiver, amendment, release, or modification
of this Purchase Contract shall be established by conduct,  custom, or course of
dealing.

16.16            Litigation Expenses

      In the event either party hereto commences litigation against the other to
enforce its rights  hereunder,  the prevailing party in such litigation shall be
entitled to recover  from the other  party its  reasonable  attorneys'  fees and
expenses incidental to such litigation.

16.17            Time Periods

      Should the last day of a time period  fall on a weekend or legal  holiday,
the next Business Day thereafter shall be considered the end of the time period.

16.18            Exchange

      At Seller's  sole cost and expense,  Seller may  structure the sale of the
Property to  Purchaser  as a Like Kind  Exchange  under  Internal  Revenue  Code
Section  1031  whereby  Seller will  acquire  certain  property  (the "Like Kind
Exchange Property") in conjunction with the sale of the Property (the "Like Kind
Exchange").  Purchaser shall cooperate fully and promptly with Seller's  conduct
of the Like Kind  Exchange,  provided  that all costs and expenses  generated in
connection  with the Like Kind  Exchange  shall be borne  solely by Seller,  and
Purchaser shall not be required to take title to or contract for the purchase of
any other  property.  If Seller uses a qualified  intermediary to effectuate the
exchange,  any assignment of the rights or obligations of Seller hereunder shall
not relieve,  release or absolve Seller of its  obligations to Purchaser.  In no
event shall the Closing Date be delayed by the Like Kind Exchange.  Seller shall
indemnify  and hold  harmless  Purchaser  from and against any and all liability
arising from and out of the Like Kind Exchange.

16.19 No Personal  Liability  of  Officers,  Trustees or  directors  of Seller's
Partners

      Purchaser acknowledges that this Agreement is entered into by Seller which
is a California  limited  partnership,  and Purchaser  agrees that no individual
officer,  trustee,  director or  representative  of the partners of Seller shall
have any personal  liability  under this  Agreement or any document  executed in
connection with the transactions contemplated by this Agreement.

16.20            No Exclusive Negotiations

      Seller shall have the right,  at all times,  to solicit  backup offers and
enter into discussions,  negotiations, or any other communications concerning or
related to the sale of the Property  with any  third-party;  provided,  however,
that such  communications  are subject to the terms of this Agreement,  and that
Seller shall not enter into any contract or binding agreement with a third-party
for the  sale  of the  Property  unless  such  agreement  is  contingent  on the
termination  of this  Agreement  without the  Property  having been  conveyed to
Purchaser.

16.21            Indemnification Post Closing

      Provided the transaction contemplated herein is consummated, Seller agrees
to indemnify,  defend and hold harmless from and against any and all cost, loss,
harm or damage which may arise in  connection  with the Property with respect to
periods prior to the Closing  Date.  Purchaser  agrees to indemnify,  defend and
hold Seller  harmless  from and against any and all cost,  loss,  harm or damage
which may arise in connection with the Property with respect to periods from and
after the Closing Date.

16.22            Covenants Regarding Leases

      Seller  agrees  to  timely  provide  Purchaser  with  copies  of any lease
proposals  (including new leases and requests for any lease  modifications)  and
Seller agrees not to enter into any new leases on the Property,  or terminate or
modify any existing leases on the Property  without the prior written consent of
Purchaser (which consent shall not be unreasonably  withheld). If Seller desires
to enter into any new lease, or terminate or modify any existing leases,  Seller
shall provide  Purchaser  written notice thereof.  If Purchaser fails to deliver
written  disapproval  thereof to Seller  within five (5) days after  Purchaser's
receipt of such notice,  Purchaser shall be deemed to have approved the proposed
action. If during the Feasibility Period Purchaser  unreasonably  disapproves of
any proposed  action (as  determined  by Seller in its  reasonable  discretion),
Seller shall have the option to terminate  this Purchase  Contract upon five (5)
days written notice to Purchaser.  Upon Purchaser's  receipt of such termination
notice,  Purchaser  shall have the right to either  accept the  termination  (in
which case the Deposit  shall be returned to Purchaser  and neither  party shall
have any  obligation  to the other,  except as  expressly  set forth  herein for
provisions  which  survive  termination),  or Purchaser may approve the proposed
action (which was previously  disapproved),  and permit the Purchase Contract to
continue. If notice of approval of the proposed lease is not delivered to Seller
within  five (5) days  after  Purchaser's  receipt  of the  termination  notice,
Purchaser shall be deemed to have accepted  Seller's  termination.  Seller shall
not  have the  foregoing  right  of  termination  after  the  expiration  of the
Feasibility Period.


<PAGE>




      NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
under seal as of the date first set forth above.

                                     Seller:

                                    CENTURY PROPERTIES FUND XX

                                    a California limited partnership

                                    By:_____________________Fox Partners III,
                                       a California general partnership,
                                       Its general partner

                                       By:Fox Capital Management Corporation,
                                          a California corporation,
                                          Its general partner

                                          By:
                                             Name:
                                             Title:


                                   Purchaser:

                                    CHAMBERS & ASSOCIATES COMMERCIAL REAL ESTATE
                                    SERVICES, L.L.C

                                    a Kansas limited liability company

                                    By:
                                      Name:

                                     Title:


<PAGE>


                                ACKNOWLEDGEMENTS

STATE OF__________            )
                              )
COUNTY OF ________________    )


On _____________________,  before me,  _____________________________________,  a
Notary Public,  personally  appeared  _________________________________________,
personally  known to me (or proved to me on the basis of satisfactory  evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged  to  me  that  he/she/they   executed  the  same  in  his/her/their
authorized  capacity  (ies),  and  that  by  his/her/their  signature(s)  on the
instrument  the  person(s),  or the entity  upon  behalf of which the  person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

                                    -----------------------------------
                                  Notary Public

STATE OF__________            )
                              )
COUNTY OF ________________    )


On _____________________,  before me,  _____________________________________,  a
Notary Public,  personally  appeared  _________________________________________,
personally  known to me (or proved to me on the basis of satisfactory  evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged  to  me  that  he/she/they   executed  the  same  in  his/her/their
authorized  capacity  (ies),  and  that  by  his/her/their  signature(s)  on the
instrument  the  person(s),  or the entity  upon  behalf of which the  person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

                                    -----------------------------------
                                  Notary Public


<PAGE>



                                    EXHIBIT A

                        LEGAL DESCRIPTION FOR METCALF 103

That certain property  located in the City of Overland Park,  County of Johnson,
State of Kansas, described as follows:

Tract 2 and an  undivided  9.8 percent  interest in Tract C,  METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 3 and an undivided  9.5 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 4 and an undivided 23.4 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 5 and an undivided  7.9 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 6 and an undivided  8.0 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.


<PAGE>

                                   EXHIBIT 5.5

                              ADDITIONAL MATERIALS

Seller  shall  deliver  to  Purchaser  within  ten (10)  calendar  days from the
Effective Date, the following  documents,  to the extent that such documents are
in Seller's possession or control:

A.    Most recent property tax assessments and tax bills;

B.   A  current  title  report  including  complete  and  legible  copies of all
     documents  (whether or not recorded) which are referenced  therein as title
     exceptions;

C.    The most recent ALTA (and all other more recent) surveys of the Property;

D.    All Soils reports covering the site;

E.    All Plans and specifications for to improvements;

F.   Copies of all existing leases,  including concessions and a written summary
     of any leases currently in negotiation,  specifying the tenant, premises to
     be leased, rents, and term and outlining all other material deal points;

G.   All  current  insurance  policies,  together  with  a  written  summary  of
     insurance coverages and premiums by policy types;

H.    All certificates of occupancy;

I.   All contractor,  vendor,  manufacturer and other warranties with respect to
     all real property improvements,  fixtures,  equipment and personal property
     to be conveyed;

J.    All service and vendor contracts (including all amendments and side-letter
      agreements relating thereto);

K.   All environmental (hazardous substances), engineering, physical inspection,
     marketing and feasibility studies, assessments and reports;

L.    Income and expense reports for the previous 36 months of ownership of the
      Property;

M.    A written summary of all pending or threatened litigation;

N.   All reports, assessments or studies regarding actions required to bring the
     Property into  compliance with the Americans with  Disabilities  Act or any
     similar state statute or local ordinance or code;

O.    A schedule of special assessment districts;

P.    A schedule of allowances or rebates due on tenant improvements;

Q.   All  collective   bargaining   agreements  covering  any  of  the  Property
     personnel;

R.   All  materials  evidencing  or  describing  multi-employer,  benefit  plans
     covering any of the Property  personnel,  including  the most recent annual
     and  quarterly  reports  filed with the  Department  of Labor with  respect
     thereto;

S.    An insurance claim loss run for the last five (5) years;

T.    A list of all repairs at the Property in amounts exceeding $2,500 for the
      last five (5) years.

<PAGE>



                                  EXHIBIT 6.2.1

                           ADDITIONAL TITLE EXCEPTIONS

                                [To Be Attached]


<PAGE>
                                 EXHIBIT 7.2.1.1

                          FORM OF LIMITED WARRANTY DEED

      THIS  INDENTURE,  made  this  _____ day of  ________________,  1999 by and
between CENTURY PROPERTIES FUND XX, a California limited partnership ("Grantor")
and ___________________________________, ("Grantee")

      WITNESSETH,  That  Grantor,  in  consideration  of the  sum of ONE  DOLLAR
($1.00)  and other  good and  valuable  consideration,  the  receipt of which is
hereby acknowledged,  does by these presents,  Sell and Convey unto Grantee, its
successors and assigns,  all of Grantor's  interest in the lot, tract, or parcel
of land, lying,  being and situate in the County of Johnson and State of Kansas,
as described in Exhibit "A" attached  hereto and made a part hereof,  subject to
easements, reservations, restrictions, encumbrances and taxes, if any.

      TO HAVE  AND TO  HOLD  THE  SAME,  Together  with  all  and  singular  the
tenements,  hereditaments  and  appurtenances  thereto  belonging or in any wise
appertaining, forever. Grantor, for its successors, executors or administrators,
does  hereby  covenant,  promise  and  agree to and with  Grantee  that,  at the
delivery  of these  presents,  said  interest in said  premises is free,  clear,
discharged  and  unencumbered  of and from all former and other grants,  titles,
charges, estates, judgments, taxes, assessments and encumbrances,  of whatsoever
nature or kind, by,  through,  or under Grantor except as above stated.  Grantor
will warrant and forever defend said interest of said premises unto Grantee, its
successors and assigns, against Grantor, its successors and assigns, and all and
every person or persons  whomsoever,  lawfully claiming or to claim the same by,
through or under Grantor.

      IN WITNESS  WHEREOF,  Grantor has  hereunto  set its hand the day and year
first above written.

                           CENTURY PROPERTIES FUND XX,

                              a California limited partnership

                              By: Fox Partners III,

                                  a California general partnership,
                               its general partner

                                  By: Fox Capital Management Corporation,
                                      a California corporation,
                                      its general partner


                                       By:

                                          Name:
                                          Title:



<PAGE>




STATE OF                      )
                              )
COUNTY OF                     )


      BE IT REMEMBERED,  That on this ____ day of  ______________,  A.D.,  1999,
before me, appeared ___________________, to me personally known, who being by me
duly sworn, did say that he/she is the _______________ of Fox Capital Management
Corporation,  the  managing  general  partner of Fox  Partners  III, the general
partner of Century  Properties Fund XX, a California  general  partnership,  and
that  said  instrument  was  signed  in  behalf  of said  partnership,  and said
_____________________  acknowledged  said instrument to be the free act and deed
of said partnership.

      IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my notarial
seal at my office the day and year last above written

                                    -----------------------------------
                                  Notary Public

My Commission Expires: ____________





<PAGE>



                         Exhibit "A" to EXHIBIT 7.2.1.1

                                LEGAL DESCRIPTION

That certain property  located in the City of Overland Park,  County of Johnson,
State of Kansas, described as follows:

Tract 2 and an  undivided  9.8 percent  interest in Tract C,  METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 3 and an undivided  9.5 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 4 and an undivided 23.4 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 5 and an undivided  7.9 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.

Tract 6 and an undivided  8.0 percent of interest in Tract C, METCALF 103 OFFICE
PARK,  a  subdivision  in the City of Overland  Park,  Johnson  County,  Kansas,
according to plat of said subdivision recorded in Book 54, Page 18.


<PAGE>

                                 EXHIBIT 7.2.1.2

                              FORM OF BILL OF SALE

     This Bill of Sale ("Assignment") is executed by CENTURY PROPERTIES FUND XX,
a    California    limited     partnership     ("Seller"),     in    favor    of
____________________________,        a       ___________________________________
("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract  and dated as of January  ___,  2000  ("Purchase  Contract"),  in which
Seller has agreed to sell and Purchaser has agreed to purchase the real property
described in Exhibit "A" attached thereto and the  improvements  located thereon
(collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Property (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

As used herein,  the term  "Property"  shall mean the following  property to the
extent said  property is owned by Seller and used in, held for use in connection
with, or necessary for the operation of the Project:

1. Property  Contracts.  All of Seller's rights and interests in and to purchase
orders,  maintenance,  service or utility  contracts or similar  contracts which
relate to the ownership, maintenance, construction or repair or operation of the
Project.

a.    Leases.  All of Seller's rights and interests in and to leases, subleases,
                  and other  occupancy  agreements,  whether  or not of  record,
                  which  provide for use or occupancy of space or  facilities on
                  or relating to the Project.

b.    Licenses and Permits.  All of Seller's rights and interests in and to all
                  licenses or permits granted by governmental authorities having
                  jurisdiction over the Project and utilized with respect to the
                  Project.

c.                Fixtures and Tangible Personal Property. All of Sellers rights
                  and interests in and to all fixtures, furniture,  furnishings,
                  fittings,  equipment,  machinery,  apparatus,  appliances  and
                  other  articles of tangible  personal  property now located on
                  the  Project  or in  the  improvements  thereon  and  used  in
                  connection with any present or future  occupation or operation
                  of all or any part of the Project.

            The term "Property"  shall not include any of the foregoing:  (i) to
the extent the same are excluded or reserved to Seller  pursuant to the Purchase
Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
the sale or transfer  thereof  requires  consent or approval of any third party,
which consent or approval is not obtained by Seller. Nothing herein shall create
a transfer or assignment of  intellectual  property or similar assets of Seller.
2. Assignment.  Seller hereby assigns, sells and transfers,  without recourse or
warranty, to Purchaser all of Seller's right, title and interest, if any, in and
to the  Property,  subject  to any rights of consent  as  provided  therein  and
subject to Purchaser  indemnity  provided in paragraph 3 herein.  Seller further
agrees to indemnify, defend and hold Purchaser harmless from and against any and
all cost,  loss,  harm or damage which may arise in connection with the Property
with respect to periods prior to the date hereof.

3.  Assumption.  Purchaser  expressly  agrees to assume and hereby  assumes  all
liabilities  and  obligations of the Seller in connection  with the Property and
agrees to perform all of the  covenants  and  obligations  of Seller  thereunder
subject to Seller's indemnity provided in paragraph 2 herein.  Purchaser further
agrees to  indemnify,  defend and hold Seller  harmless from and against any and
all cost,  loss,  harm or damage which may arise in connection with the Property
with respect to periods from and after the date hereof.

4. Counterparts.  This Assignment may be executed in counterparts, each of which
shall be deemed an original, and both of which together shall constitute one and
the same instrument.

5. Attorneys'  Fees. If any action or proceeding is commenced by either party to
enforce its rights under this Assignment, the prevailing party in such action or
proceeding  shall be  entitled  to recover  all  reasonable  costs and  expenses
incurred in such action or proceeding,  including reasonable attorneys' fees and
costs, in addition to any other relief awarded by the court.

6.    Applicable Law.  This Assignment shall be governed by and interpreted in
accordance with the laws of the State of Kansas.

7. Titles and Section Headings.  Titles of sections and subsections contained in
this Assignment are inserted for convenience of reference only, and neither form
a  part  of  this  Assignment  or  are  to  be  used  in  its   construction  or
interpretation.

8.    Binding Effect.  This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees, successors, and
assigns.

9.  Entire  Agreement;   Modification.  This  Assignment  supersedes  all  prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:                  , 2000


                                     Seller:

                                    CENTURY PROPERTIES FUND XX

                                    a California limited partnership

                                    By:_____________________Fox Partners III,
                                       a California general partnership,
                                       Its general partner

                                       By:Fox Capital Management Corporation,
                                          a California corporation,
                                          Its general partner

                                          By:
                                             Name:
                                             Title:


                                   Purchaser:

                                    a

                                    By:
                                      Name:

                                     Title:


<PAGE>

                                 Exhibit 7.2.1.3

                               GENERAL ASSIGNMENT

      This General  Assignment  ("Assignment") is executed by CENTURY PROPERTIES
FUND  XX,   a   California   limited   partnership   ("Seller"),   in  favor  of
__________________________, a _________________________ ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of January __, 2000 ("Purchase Contract"), in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Miscellaneous Property Assets (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

1. As used  herein,  the term  "Miscellaneous  Property  Assets"  shall mean all
contract rights,  leases,  concessions,  warranties,  plans, drawings, and other
items of  intangible  personal  property to the extent said property is owned by
Seller  and used in,  held for use in  connection  with,  or  necessary  for the
operation of the Project.

            The term  "Miscellaneous  Property  Assets" shall not include any of
the  foregoing:  (i) to the extent the same are  excluded  or reserved to Seller
pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
(ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
approval  of any third  party,  which  consent or  approval  is not  obtained by
Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
property or similar assets of Seller.

2. Assignment.  Seller hereby assigns, sells and transfers,  without recourse or
warranty, to Purchaser all of Seller's right, title and interest, if any, in and
to the  Miscellaneous  Property  Assets,  subject  to any  rights of  consent as
provided therein.

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities and  obligations of the Seller in connection with the  Miscellaneous
Property  Assets and agrees to perform all of the covenants and  obligations  of
Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
harmless from and against any and all cost, loss, harm or damage which may arise
in connection with the Miscellaneous Property Assets, pertaining to acts arising
on and after the date hereof.  Seller  further  agrees to indemnify,  defend and
hold Purchaser  harmless from and against any and all cost, loss, harm or damage
which may arise in connection with the Miscellaneous Property Assets.

4. Counterparts.  This Assignment may be executed in counterparts, each of which
shall be deemed an original, and both of which together shall constitute one and
the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

6.  Applicable  Law. This  Assignment  shall be governed by and  interpreted  in
accordance with the laws of the State of Kansas.

7. Titles and Section Headings.  Titles of sections and subsections contained in
this Assignment are inserted for convenience of reference only, and neither form
a  part  of  this  Assignment  or  are  to  be  used  in  its   construction  or
interpretation.

8.  Binding  Effect.  This  Assignment  shall be  binding  upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.

9.  Entire  Agreement;   Modification.  This  Assignment  supersedes  all  prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

                       [Remainder of Page Intentionally Left Blank]



<PAGE>




      WITNESS the signatures and seals of the undersigned.

                                     Seller:

                                    CENTURY PROPERTIES FUND XX

                                    a California limited partnership

                                    By:_____________________Fox Partners III,
                                       a California general partnership,
                                       Its general partner

                                       By:Fox Capital Management Corporation,
                                          a California corporation,
                                          Its general partner

                                          By:
                                             Name:
                                             Title:


                                   Purchaser:

                                    a

                                    By:
                                      Name:

                                     Title:


<PAGE>



                                 Exhibit 7.2.1.9

                             FORM OF TENANT ESTOPPEL

                                 [See Attached]


<PAGE>



                                 Exhibit 7.2.2.5

                 KANSAS REAL ESTATE SALES VALIDATION QUESTIONNAIRE

                      [Johnson County Form to be Attached]


<PAGE>

                                    Exhibit B

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT ("Escrow  Agreement") made this ____ day of January,
2000 by and among CENTURY PROPERTIES FUND XX, a California  limited  partnership
("Seller"),  and CHAMBERS & ASSOCIATES COMMERCIAL REAL ESTATE SERVICES, L.L.C, a
Kansas limited  liability  company  ("Purchaser");  and FIDELITY  NATIONAL TITLE
INSURANCE COMPANY ("Escrow Agent");

                                   WITNESSETH:

      Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
Contract (the "Purchase Contract") made and dated as of the ____ day of January,
2000; and

      Whereas,  the Purchase Contract requires that Purchaser provide an initial
deposit in the amount of Fifty  Thousand  and no/100  ($50,000.00)  in cash (the
"Initial  Deposit"),  to be held  pursuant  to an escrow  agreement  approved by
Purchaser and Seller; and

      Now, therefore, the parties agree to the following:

1. Establishment of Escrow.  Escrow Agent hereby  acknowledges  receipt of Fifty
Thousand and no/100 ($50,000.00) in cash (constituting the Initial Deposit),  to
be  deposited,  held,  invested,  and  disbursed  for the  benefit of Seller and
Purchaser and their respective successors and assigns, as provided herein and as
provided in the Purchase Contract.

2. Investment of Escrow Fund. All funds received by Escrow Agent,  including the
Initial  Deposit  (collectively,  the "Escrow  Fund"),  shall be held in insured
accounts and invested in such short-term,  high-grade  securities,  money market
funds or accounts, interest -bearing bank accounts, bank certificates of deposit
or bank repurchase agreements as Escrow Agent, in its discretion, deems suitable
(provided that Escrow Agent shall invest the Escrow Fund as jointly  directed by
Seller and Purchaser  should Seller and Purchaser each in their  respective sole
discretion  determine to issue such joint investment  instructions to the Escrow
Agent) and all interest and income  thereon shall become part of the Escrow Fund
and shall be remitted to the party  entitled  to the Escrow  Fund,  as set forth
below.

3.  Application  of Escrow  Fund.  Escrow  Agent  shall hold the Escrow  Fund as
provided  above and (a) if the sale of the  Property is closed by the date fixed
therefor (or any extension  date provided for by mutual  written  consent of the
parties hereto,  given or withheld in their respective sole discretion),  Escrow
Agent shall deliver the Escrow Fund to Seller in immediately  available funds by
wire transfer in accordance with the  instructions of Seller on the Closing Date
as set forth in the  Purchase  Contract,  (b) if the sale of the Property is not
closed by the date fixed therefor (or any such extension  date) owing to failure
of satisfaction of a condition precedent to Purchaser's obligations,  the Escrow
Agent shall return and refund the Escrow Fund to  Purchaser,  (c) if the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date) owing to failure of performance by Seller,  Purchaser shall give Notice to
the Escrow Agent and Seller and in such Notice shall state  whether it elects as
its remedy  return of the Escrow Fund or specific  performance  of the  Purchase
Contract;  if Purchaser  elects  return of the Escrow  Fund,  Escrow Agent shall
return and refund the Escrow Fund to Purchaser,  (d) if the sale of the Property
is not closed by the date fixed therefor (or any such  extension  date) owing to
failure of performance  by Purchaser,  Escrow Agent shall  forthwith  deliver to
Seller  the Escrow  Fund in  immediately  available  funds by wire  transfer  in
accordance  with the  instructions  of Seller,  and (e) if Purchaser  shall have
canceled the Purchase  Contract on or before the  expiration of the  Feasibility
Period (as defined in the Purchase Contract),  the Escrow Agent shall return and
refund the Escrow Fund to Purchaser.  As between Seller and  Purchaser,  nothing
contained  herein  shall  amend  the  terms  of  the  Purchase  Contract  If any
provisions  contained  herein conflict with the terms of the Purchase  Contract,
the terms of the Purchase Contract shall prevail.  By this reference,  the terms
of the Purchase Contract are incorporated herein, and made a part hereof.

      If on or prior to the termination of the Escrow Agreement,  a party claims
to be entitled to payment of the Escrow Fund under the  provisions  referred to,
such party  shall give  Notice to the  Escrow  Agent and the other  party of the
claim in writing,  describing  in such  Notice the nature of the claim,  and the
provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
other party sends the Escrow Agent a written objection to the claim, with a copy
concurrently to the claiming  party,  within ten (10) days after delivery of the
Notice of claim, the claim shall be conclusively presumed to have been approved.
In such case, or in the event of mutual written  consent of the parties  hereto,
given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
within  two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
immediately preceding paragraph.

      When all monies  held by Escrow  Agent have been  finally  distributed  in
accordance herewith, this Escrow Agreement shall terminate.

4. Liability. Escrow Agent will be obligated to perform only the duties that are
expressly set forth herein. In case of conflicting demands upon Escrow Agent, it
may (i) refuse to comply  therewith as long as such  disagreement  continues and
make no delivery or other  disposition  of any funds or property  then held (and
Escrow  Agent  shall not be or  become  liable  in any way for such  failure  or
refusal to comply with such conflicting or adverse claims or demands, except for
its failure to exercise due care,  willful breach and willful  misconduct);  and
(ii) continue to so refrain and so refuse to act until all differences have been
adjusted by agreement  and,  Escrow Agent has been  notified  thereof in writing
signed  jointly by Seller and  Purchaser or (iii) to  interplead  the portion of
Escrow Fund in dispute.

5. No  Obligation  to Take Legal  Action.  Escrow  Agent  shall not be under any
obligation to take any legal action in connection with this Escrow  Agreement or
for its enforcement,  or to appear in, prosecute,  or defend any action or legal
proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
furnished  with  satisfactory  security  and  indemnity  against all such costs,
expenses, losses, or liabilities.

6. Status of Escrow Agent.  Escrow Agent is to be  considered  and regarded as a
depository  only, and shall not be responsible or liable (except for its failure
to exercise due care, willful breach or willful  misconduct) for the sufficiency
or  correctness as to form,  manner of execution,  or validity of any instrument
deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
shall be limited the  safekeeping  and  investment  of money,  instruments,  and
securities  received  by it as  Escrow  Agent  and  for  their  disbursement  in
accordance with the written escrow instructions given it in accordance with this
Escrow Agreement.

7. Written  Instructions  of Parties.  Notwithstanding  any  contrary  provision
contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
authority and the duty and obligation to pay over and disburse the principal and
interest of the Escrow Fund in accordance  with the joint  written  instructions
signed by Seller and Purchaser.

8. Notices.  Any required or permitted Notice or other  communication under this
Escrow Agreement  ("Notice") shall be given as follows.  All Notices,  requests,
demands  and other  communications  hereunder  shall be deemed to have been duly
given if the same shall be in writing and shall be delivered  personally or sent
by federal  express  or other  recognized  national  overnight  courier  service
maintaining  records of  delivery,  or sent by  registered  or  certified  mail,
postage pre-paid, and addressed as set forth below:

            If to Seller:                     If to Purchaser:

            Century Properties Fund XX        Chambers & Associates
            Tower Two,                        Commercial Real Estate
            2000 South Colorado Boulevard,    Services, L.L.C
            Suite 2-1000                      7000 West 105th Street
            Denver, Colorado  80222           Overland Park, Kansas  66212
            Attn:  Mr. Harry Alcock           Attn:  Mr. Mike Chambers
            Phone:  303 691-4300              Phone:  ________________
            Fax:  303 692-0786                Fax:  __________________

                  And                               With a copy to

            Argent Real Estate                Levy and Craig, P.C.
            1401 Brickell Avenue, Suite 520   911 Main Street, Suite 2000
            Miami, Florida  33131             Kansas City, Missouri  64105
            Attn:  Mr. David Marquette        Attn:  Patricia McDonald, Esq.
            Phone:  305 371-9299              Phone: 816 460-1829
            Fax:  305 371-6898                Fax:  816 471-2186

                  With a copy to              If to Escrow Agent:

            Loeb & Loeb, LLP                  Fidelity National Title
            1000 Wilshire Boulevard, Suite    Insurance Company
            1800                              700 Louisiana Street, Suite 2400
            Los Angeles, California  90017    Houston, Texas 77002
            Attn: Andrew S. Clare, Esq.       Attn: Ms. Lolly Avant
                  Karen N. Higgins, Esq.
            Phone:  213 688-3820
            Fax:  213 688-3460

      Any party may change the address to which  Notices are to be  addressed by
giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
Notices, requests, demands and other communications shall be deemed to have been
delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
(ii) as of the day of receipt or attempted delivery date in the case of delivery
by air courier,  or (iii) as of the date of receipt or first attempted delivery,
as evidenced by the return  receipt card, in the case of mailing by certified or
registered United States mail.

9. Fee. Escrow Agent shall receive a fee of $300.00 for its services  hereunder,
and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
including  reasonable  attorney's  fees,  incurred  or paid in  connection  with
carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
fail to act as required by this Escrow Agreement.

10. Titles and Section Headings. Titles of sections and subsections contained in
this Escrow  Agreement  are inserted for  convenience  of  reference  only,  and
neither  form a  part  of  this  Escrow  Agreement  or  are  to be  used  in its
construction or interpretation.

11.  Counterparts.  This  Escrow  Agreement  may be  executed  in any  number of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

12. Non-Waiver. No waiver by either party of any breach of any term or condition
of this Escrow  Agreement  shall operate as a waiver of any other breach of such
term or condition or of any other term or condition.  No failure to enforce such
provision  shall operate as a waiver of such provision or of any other provision
hereof,  or  constitute  or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Escrow Agreement.

13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.  The parties  recognize and  acknowledge  that the powers and authority
granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
judgment in the  performance  of any function  hereunder,  except for failure to
exercise due care, willful breach and willful misconduct.

14. Nonlimitation of Liability.  Nothing contained herein shall in any way limit
the  liabilities,  obligations and remedies of Seller and Purchaser as set forth
in the Purchase Contract.

15.  Governing Law. This Escrow  Agreement shall be governed by and construed in
accordance with the laws of the State of Kansas.

16.   Time of Essence.  Time is of the essence of this Escrow Agreement.

17. Entire Agreement;  Modification.  This Escrow Agreement supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      In witness  whereof  each of the  parties  hereto has caused  this  Escrow
Agreement to be executed  under seal on its behalf by duly  authorized  persons,
all as of the day and year first above written.

                                     Seller:

                                    CENTURY PROPERTIES FUND XX

                                    a California limited partnership

                                    By:_____________________Fox Partners III,
                                       a California general partnership,
                                       Its general partner

                                       By:Fox Capital Management Corporation,
                                          a California corporation,
                                          Its general partner

                                          By:
                                             Name:
                                             Title:


                                   Purchaser:

                                 CHAMBERS & ASSOCIATES COMMERCIAL REAL ESTATE
                                 SERVICES, L.L.C

                                    a Kansas limited liability company

                                    By:
                                      Name:

                                     Title:

                                    FIDELITY NATIONAL TITLE INSURANCE COMPANY

                                    By:

                                    Title:



<PAGE>

                                TABLE OF CONTENTS

                                                                          Page

ARTICLE 1   DEFINED TERMS...................................................2

ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................4

ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................5

ARTICLE 4   FINANCING.......................................................5

ARTICLE 5   FEASIBILITY PERIOD..............................................6

ARTICLE 6   TITLE...........................................................7

ARTICLE 7   CLOSING........................................................11

ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS
            OF SELLER AND PURCHASER........................................15

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................18

ARTICLE 10  BROKERAGE......................................................19

ARTICLE 11  POSSESSION.....................................................20

ARTICLE 12  DEFAULTS AND REMEDIES..........................................20

ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................20

ARTICLE 14  RATIFICATION...................................................21

ARTICLE 15  EMINENT DOMAIN.................................................21

ARTICLE 16  MISCELLANEOUS..................................................22

<PAGE>


                                                                   Exhibit 10.12

                     AMENDMENT TO PURCHASE AND SALE CONTRACT

                            (Metcalf 103 Office Park)

                                 March 24, 2000

      This Amendment to Purchase and Sale Contract (the  "Amendment") is entered
into as of the 24th day of March,  2000, by and between CENTURY  PROPERTIES FUND
XX, a  California  limited  partnership  ("Seller")  and  CHAMBERS &  ASSOCIATES
COMMERCIAL REAL ESTATE  SERVICES,  L.L.C.,  a Kansas limited  liability  company
("Purchaser"),  with respect to an escrow  established  with  Fidelity  National
Title Company.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
January 25,  2000,  between  Purchaser  and Seller,  as amended by that  certain
letter  agreement  dated as of March 7, 2000,  agreed to and  accepted by Seller
(collectively,  the "Contract").  Capitalized terms not otherwise defined herein
shall have the meanings  ascribed to them in the Contract.  Purchaser and Seller
desire to further amend the Contract pursuant to the terms set forth below.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged,  the Contract is hereby  amended as follows:

1. Reduction of Purchase  Price/Waiver of All Contingencies.  The Purchase Price
is hereby reduced by the sum of Two Hundred  Thirty  Thousand and No/100 Dollars
($230,000.00) from Three Million Three Hundred Fifty Thousand and No/100 Dollars
($3,350,000.00)  to Three Million One Hundred Twenty Thousand and No/100 Dollars
($3,120,000.00).  In consideration of the foregoing, Purchaser hereby waives all
contingencies  relating to the Feasibility  Period, and agrees the Deposit shall
be non-refundable upon execution of this Amendment by both parties.

2. Closing Date. The Closing shall occur on April 24, 2000, subject to extension
rights set forth in Section 7.1 of the Contract.

3.  Rescission  of  Termination.   Purchaser   hereby  rescinds  its  notice  of
termination  of the  Contract set forth in  Purchaser's  letters to Seller dated
March 14, 2000,  and March 20, 2000.

4. Counterparts.  This Amendment may be executed in counterparts,  each of which
when compiled together shall constitute one and the same original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment
as of the date written above.

Seller:                             CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

                                    By:   Fox Partners III,
                                          a California general partnership
                                    Its:  General Partner

                                    By:   Fox Capital Management Corporation,
                                          a California corporation
                                    Its:  Managing General Partner

                                    By.

                                    Its:


Purchaser:                          CHAMBERS & ASSOCIATES COMMERCIAL
                                    REAL ESTATE SERVICES, L.L.C.,
                                    a Kansas limited liability company

                                    By.
                                          Michael J. Chambers
                                    Its:  Managing Member
<PAGE>
                                                                   Exhibit 10.13

                   SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

                            (Metcalf 103 Office Park)

                                 April 24, 2000

      This  Second   Amendment  to  Purchase  and  Sale  Contract  (the  "Second
Amendment")  is entered into as of the 24th day of April,  2000,  by and between
CENTURY  PROPERTIES  FUND XX, a California  limited  partnership  ("Seller") and
CHAMBERS & ASSOCIATES COMMERCIAL REAL ESTATE SERVICES,  L.L.C., a Kansas limited
liability  company  ("Purchaser"),  with respect to an escrow  established  with
Fidelity National Title Company.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
January 25,  2000,  between  Purchaser  and Seller,  as amended by that  certain
letter agreement dated as of March 7, 2000, agreed to and accepted by Seller and
the Amendment to Purchase and Sale Contract dated March 23, 2000  (collectively,
the "Contract").  Capitalized  terms not otherwise defined herein shall have the
meanings  ascribed  to them in the  Contract.  Purchaser  and  Seller  desire to
further amend the Contract pursuant to the terms set forth below.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:

1. Closing Date.  The Closing  shall occur on May 8, 2000,  subject to extension
rights set forth in Section 7.1 of the Contract.

2. Counterparts.  This Amendment may be executed in counterparts,  each of which
when compiled together shall constitute one and the same original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

      IN WITNESS  WHEREOF,  Seller and  Purchaser  have entered into this Second
Amendment as of the date written above.

Seller:                             CENTURY PROPERTIES FUND XX,
                              a California limited partnership

                              By: Fox Partners III,

                                    a California general partnership
                                    Its General Partner

                              By:   Fox Capital Management Corporation,
                                    a California corporation
                                    Its Managing General Partner


                              By:

                              Its:


Purchaser:                    CHAMBERS & ASSOCIATES COMMERCIAL
                              REAL ESTATE SERVICES, L.L.C.,
                              a Kansas limited liability company


                              By:
                                  Michael J. Chambers
                                  Its President
<PAGE>

                                                                 Exhibit 10.14



                THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

                            (Metcalf 103 Office Park)

      This Third  Amendment To Purchase and Sale Contract (this  "Amendment") is
entered into as of the ____ day of May, 2000, by and between CENTURY  PROPERTIES
FUND XX, a California limited partnership ("Seller"), CHAMBERS & ASSOCIATES REAL
ESTATE SERVICES,  L.L.C., a Kansas limited liability company ("Purchaser"),  and
METCALF   ASSOCIATES-2000,   L.L.C.,   a  Kansas   limited   liability   company
("Assignee"), with respect to an escrow established with Fidelity National Title
Company.

      Reference is made to that certain  Purchase and Sale Contract  dated as of
January 25,  2000,  between  Purchaser  and Seller,  as amended by that  certain
letter  agreement  dated as of March 7, 2000,  agreed to and accepted by Seller,
that certain Amendment to Purchase and Sale Contract dated as of March 24, 2000,
and that certain  Second  Amendment to Purchase  and Sale  Contract  dated as of
April 24, 2000 (collectively,  the "Contract").  Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Contract.

      Purchaser,  Assignee  and  Seller  desire to  further  amend the  Contract
pursuant to the terms set forth below.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:

      Assignment by Purchaser.  Purchaser hereby nominates Assignee as Purchaser
under the Contract. Purchaser hereby assigns to Assignee its interests under the
Contract,  and Assignee  hereby agrees to assume all of Purchaser's  obligations
and  liabilities  under the  Contract.  Seller  hereby  agrees to the  foregoing
nomination,  assignment and assumption on the condition that Purchaser shall not
be released from its liability and  obligations  under the Contract in the event
of a breach of the Contract by Assignee.

      Counterparts.  This Amendment may be executed in counterparts, each of
which when compiled together shall constitute one and the same original.

      All other terms and  conditions of the Contract  remain  unmodified and in
full force and effect.

                 [Remainder of page intentionally left blank]

<PAGE>


      IN WITNESS WHEREOF,  Seller, Assignee and Purchaser have entered into this
Amendment as of the date written above.


                                Seller:

                                CENTURY PROPERTIES, FUND XX,

                                a California limited partnership

                                By: Fox Partners III,
                                    a California general partnership,
                                    its general partner

                                    By: Fox Capital Management Corporation,
                                        a California corporation,
                                        its managing general partner

                                       By:

                                           Name: _________________________
                                           Its: ____________________________

                                   Purchaser:

                             CHAMBERS & ASSOCIATES REAL ESTATE SERVICES, L.L.C.,
                             a Kansas limited liability company

                                By: ______________________________________
                                    Michael J. Chambers
                                    Managing Member


                                   Assignee:__

                                METCALF ASSOCIATES-2000, L.L.C.,
                                a Kansas limited liability company

                                By: Metcalf 2000 Manager Corporation
                                    its Manager

                                   By:
                                      Michael J. Chambers
                                      President
<PAGE>
                                                                   Exhibit 10.15

                              AGREEMENT OF PURCHASE

                            AGREEMENT AND ASSUMPTION

      This Assignment of Purchase and Sale Contract made this 7th day of
April, 2000, between Chambers & Associates Commercial Real Estate Services,
L.L.C. ("Assignor") and Metcalf Associates-2000, L.L.C. ("Assignee").

      Whereas  Assignor and Century  Properties Fund XX, entered into a Purchase
and Sale ("Contract") dated January 25, 2000 concerning certain real property in
Johnson County, Kansas described in Exhibit A hereto ("Property"); and

      Whereas,  pursuant to Article 16.2 of the Contract, Buyer elects to assign
all of its right, title and interest in the Contract to Assignee.

      Now, therefore, for and in considerations of the mutual covenants and
conditions herein set for the:

1.    Assignor, pursuant to Article 16.2 of the Contract, assigns all of its
            right, title, and interest in the Contract to Assignee.

2.    Assignee hereby assumes all of the obligations of Assignor under the
            Contract.

3.    Assignor and Assignee represent that Assignee is a party to whom the
            Contract can be assigned without the Seller's consent.

4.          Assignor agrees and  acknowledges  that nothing herein shall release
            Assignor from its obligations under the Contract.

                        Dated this 7th April, 2000.

                        Assignor:

                        Chambers & Associates Commercial Real Estate
                        Services, Inc.


                        By:
                              Michael J. Chambers, Managing Member

                        Assignee:

                        Metcalf Associates-2000, L.L.C.
                        A Kansas Limited Liability Company
                        By: Metcalf 2000 Manager Corporation, its Manager


                        By:
                              Michael J. Chambers, President
<PAGE>

                                                                  Exhibit 10.16

                           PURCHASE AND SALE CONTRACT

                                     BETWEEN

                           CENTURY PROPERTIES FUND XX,

                        a California limited partnership

                                    AS SELLER

                                       AND

                             HOUSING SYSTEMS, INC.,

                              a Georgia corporation

                                  AS PURCHASER


<PAGE>


                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the 15th day of March,  2000 (the "Effective  Date"),  by and between CENTURY
PROPERTIES FUND XX, a California limited partnership, having a principal address
at 2000 South  Colorado  Boulevard,  Tower Two, Suite 2-1000,  Denver,  Colorado
80222  ("Seller")  and HOUSING  SYSTEMS,  INC. a Georgia  corporation,  having a
principal  address  at  5505  Interstate  N.  Parkway,  N.W.,  Atlanta,  Georgia
30328-3074 ("Purchaser").

     NOW,  THEREFORE  WITNESSETH:  That  for  and  in  consideration  of  mutual
covenants and  agreements  hereinafter  set forth,  Seller and Purchaser  hereby
agree as follows:

                                    RECITALS

R-1.  Seller  holds legal title to the real estate  located in Pinellas  County,
Florida, as more particularly  described in Exhibit A attached hereto and made a
part hereof.  Improvements  have been  constructed on the property  described in
this Recital.

R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
improvements and certain associated property, defined below as the "Property" on
the terms and  conditions  set forth below,  (which terms and  conditions  shall
control  in the event of any  conflict  with these  Recitals),  such that on the
Closing Date (as  hereinafter  defined) the Property will be conveyed by limited
warranty deed or equivalent deed to Purchaser.

R-3.  Purchaser has agreed to pay to Seller the Purchase Price for the Property,
and  Seller  has  agreed to sell the  Property  to  Purchaser,  on the terms and
conditions set forth below.

R-4.  Purchaser  intends to make  investigations  regarding  the  Property,  and
Purchaser's  intended uses of each of the Property as Purchaser  deems necessary
and desirable.

                                   ARTICLE 1
                                  DEFINED TERMS

1.1 Unless otherwise defined herein,  terms with initial capital letters in this
Purchase Contract shall have the meanings set forth in this Article 1 below.

1.1.1  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal holiday in the State of Florida.

1.1.2  "Closing"  means the  consummation  of the  purchase and sale and related
transactions contemplated by this Purchase Contract in accordance with the terms
and conditions of this Purchase Contract.

1.1.3  "Closing Date" means the date on which date the Closing of the conveyance
of the  Property is required to be held under the terms and  conditions  of this
Purchase  Contract and on which date full payment of the Purchase  Price for the
Property shall have been paid to and received by Seller in immediately available
U.S. funds.

1.1.4 "Excluded  Permits" means those Permits which,  under  applicable law, are
nontransferable  and such other Permits as may be designated as Excluded Permits
on Exhibit 1.1.5, if any, attached hereto.

1.1.5 Intentionally Omitted.

1.1.6 "Fixtures and Tangible Personal  Property" means all fixtures,  furniture,
furnishings,  fittings, equipment,  machinery,  apparatus,  appliances and other
articles  of  tangible  personal  property  now  located  on the  Land or in the
Improvements  as of the date of this  Purchase  Contract  and used or  usable in
connection with any present or future occupation or operation of all or any part
of the Property.  The term  "Fixtures and Tangible  Personal  Property" does not
include  (i)  equipment  leased  by  Seller  and the  interest  of Seller in any
equipment  provided to the Property for use, but not owned or leased, by Seller,
or (ii)  property  owned or leased by Tenants  and  guests,  employees  or other
persons  furnishing  goods or services to the  Property,  or (iii)  property and
equipment  owned by Seller,  which in the  ordinary  course of  business  of the
Property is not used  exclusively  for the business,  operation or management of
the Property or (iv) the property and equipment, if any, expressly identified in
Exhibit 1.1.7.

1.1.7 "Improvements"  means all buildings and improvements,  located on the Land
taken "as is".

1.1.8 "Land" means all of those  certain  tracts of land located in the State of
Florida described on Exhibit "A" attached hereto, and all rights, privileges and
appurtenances pertaining thereto.

1.1.9  "Miscellaneous  Property  Assets"  means  all  contract  rights,  leases,
concessions,  warranties, plans, drawings and other items of intangible personal
property  relating to the  ownership  or  operation of the Property and owned by
Seller,  excluding,  however,  (i) receivables,  (ii) Property Contracts,  (iii)
Tenant Leases, (iv) Permits,  (v) cash or other funds,  whether in petty cash or
house  "banks," or on deposit in bank  accounts or in transit for deposit,  (vi)
refunds, rebates or other claims, or any interest thereon, for periods or events
occurring  prior to the Closing  Date,  (vii) utility and similar  deposits,  or
(viii) insurance or other prepaid items or (ix) Seller's  proprietary  books and
records,  except to the extent  that  Seller  receives  a credit on the  closing
statement for any such item.

1.1.10  "Permits"  means  all  licenses  and  permits  granted  by  governmental
authorities  having  jurisdiction  over the Property in respect of the matter to
which the  applicable  license or permit applies and owned by Seller and used in
or relating to the ownership, occupancy or operation of the Property or any part
thereof not subject to a Commercial Lease.

1.1.11 "Permitted  Exceptions" means those exceptions or conditions permitted to
encumber the title to the Property in accordance  with the provisions of Section
6.2.

1.1.12  "Property"  means  the Land and  Improvements  and all  rights of Seller
relating to the Land and the  Improvements,  including without  limitation,  any
rights, title and interest of Seller, if any, in and to (i) any strips and gores
adjacent  to the Land and any land  lying  in the bed of any  street,  road,  or
avenue opened or proposed, in front of or adjoining the Land, to the center line
thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
the Property by reason of a change of grade of any street or highway;  (iii) all
of the easements,  rights, privileges, and appurtenances belonging or in any way
appertaining to the Property;  together with all Fixtures and Tangible  Personal
Property,  the right, if any and only to the extent  transferable,  of Seller in
and to Property Contracts and Tenant Leases, Permits other than Excluded Permits
and the  Miscellaneous  Property Assets owned by Seller which are located on the
Property and used in its operation.

1.1.13 "Property Contracts" means all purchase orders, maintenance,  service, or
utility  contracts  and  similar  contracts,  which  relate  to  the  ownership,
maintenance,  construction or repair and/or  operation of the Property and which
are not cancelable on 90 days' or shorter Notice, except Tenant Leases.

1.1.14 "Purchase  Contract" means this Purchase and Sale Contract by and between
Seller and Purchaser.

1.1.15 "Purchase Price" means the total consideration to be paid by Purchaser to
Seller for the purchase of the Property.

1.1.16"Survey" shall have the meaning ascribed thereto in Section 6.12.

1.1.17 "Tenant" means any person or entity entitled to occupy any portion of the
Property under a Commercial Lease.

1.1.18  "Tenant  Lease(s)"  means the  interest  of Seller in and to all leases,
subleases  and other  occupancy  agreements,  whether  or not of  record,  which
provide for the use or  occupancy of space or  facilities  on or relating to the
Property  and which  are in force as of the  Effective  Date for the  applicable
Property.

1.1.19 "Title Commitment" or "Title Commitments" shall have the meaning ascribed
thereto in Section 6.1.

1.1.20 "Title Insurer" shall have the meaning set forth in Section 6.1.

                                   ARTICLE 2
                          PURCHASE AND SALE OF PROPERTY

2.1 Seller  agrees to sell and convey the  Property to Purchaser  and  Purchaser
agrees to purchase the Property from Seller,  in  accordance  with the terms and
conditions set forth in this Purchase Contract.

                                   ARTICLE 3
                            PURCHASE PRICE & DEPOSIT

3.1 The total purchase price ("Purchase Price") for the Property shall be Eleven
Million Three Hundred Thousand and no/100 Dollars ($11,300,000.00),  which shall
be paid by Purchaser, as follows:

3.1.1 On the date  hereof,  Purchaser  shall  deliver  to First  American  Title
Company  ("Escrow  Agent" or the "Title  Insurer") a deposit in the sum of Fifty
Thousand and no/100 Dollars  ($50,000.00),  in cash, (such sum being hereinafter
referred to and held as the "Deposit"). Purchaser shall also deliver a quitclaim
deed to the Escrow Agent in the form  attached as Exhibit  3.1.1.  Purchaser and
Seller each approve the form of Escrow Agreement attached as Exhibit B.

3.1.2 At or  before  5:00 p.m.  Eastern  time on the date of  expiration  of the
Feasibility Period, provided Purchaser has not terminated this Purchase Contract
pursuant  to  Section  5.2 below,  Purchaser  shall  deliver to Escrow  Agent an
additional  deposit  in the  sum of One  Hundred  Thousand  and  no/100  Dollars
($100,000.00),   in  cash  (such  sum  being  hereinafter  referred  to  as  the
"Additional Deposit").

3.1.3 The Escrow  Agent shall hold the Deposit  and the  Additional  Deposit and
make delivery of the Deposit and the  Additional  Deposit to the party  entitled
thereto  under the terms  hereof.  Escrow Agent shall invest the Deposit and the
Additional Deposit in such short-term,  high-grade securities,  interest-bearing
bank accounts,  money market funds or accounts,  bank certificates of deposit or
bank repurchase  agreements as Escrow Agent, in its discretion,  deems suitable,
(provided that Escrow Agent shall invest the Deposit and the Additional  Deposit
as jointly  directed by Seller and Purchaser should Seller and Purchaser each in
their  respective  sole  discretion  determine  to issue such  joint  investment
instructions  to the Escrow  Agent) and all  interest and income  thereon  shall
become part of the Deposit and the  Additional  Deposit and shall be remitted to
the party  entitled  to the  Deposit and the  Additional  Deposit,  as set forth
below.

3.1.4 If the sale of the  Property is closed by the date fixed  therefor (or any
extension date provided for by the mutual written consent of the parties hereto,
given or  withheld  in their  respective  sole  discretion),  monies held as the
Deposit and the Additional Deposit shall be applied to the Purchase Price on the
Closing  Date.  If the sale of the  Property  is not  closed  by the date  fixed
therefor  (or any such  extension  date) owing to failure of  satisfaction  of a
condition precedent to Purchaser's  obligations,  the Deposit and the Additional
Deposit  shall be returned and refunded to  Purchaser,  and neither  party shall
have any  further  liability  hereunder,  subject to and except for  Purchaser's
liability under Section 5.3.

3.1.5 If the sale of the  Property is not closed by the date fixed  therefor (or
any such extension  date) owing to failure of  performance by Seller,  Purchaser
shall be entitled to the remedies set forth in ARTICLE 12 hereof. If the sale of
the  Property is not closed by the date fixed  therefor  (or any such  extension
date)  owing to  failure  of  performance  by  Purchaser,  the  Deposit  and the
Additional  Deposit shall be forfeited by Purchaser and the sum thereof shall go
to Seller  forthwith as liquidated  damages for the lost  opportunity  costs and
transaction  expenses  incurred by Seller, as more fully set forth in ARTICLE 12
below.

                                   ARTICLE 4
                                   FINANCING

4.1  Purchaser  assumes full  responsibility  to  expeditiously  and  diligently
initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
settlement, and Purchaser's acquisition of such funds shall not be a contingency
to the Closing.

                                   ARTICLE 5
                               FEASIBILITY PERIOD

5.1 Subject to the terms of Section 5.3 below,  for thirty  (30)  calendar  days
following the date on which Seller  delivers the  Materials  (defined in Section
5.5 below) to Purchaser  (i.e.,  through April 14, 2000 if the Effective Date is
March 15,  2000),  but in no event later than April 17,  2000 (the  "Feasibility
Period"),  Purchaser,  and  its  agents,  contractors,   engineers,   surveyors,
attorneys, and employees  ("Consultants") shall have the right from time to time
to enter onto the Property:

5.1.1 To conduct and make any and all customary studies, tests, examinations and
inspections,  or investigations of or concerning the Property (including without
limitation,  engineering  and  feasibility  studies,  evaluation of drainage and
flood  plain,  soil tests for bearing  capacity  and  percolation  and  surveys,
including topographical surveys).

5.1.2 To confirm any and all matters which  Purchaser may  reasonably  desire to
confirm with respect to the Property.

5.1.3 To ascertain and confirm the  suitability of the property for  Purchaser's
intended use of the Property.

5.1.4 To review all  Materials  (as  hereinafter  defined)  other than  Seller's
proprietary information.

5.2  Should the  results of any of the  matters  referred  to in  sub-paragraphs
5.1.1,  5.1.2, 5.1.3 and 5.1.4 above appear  unsatisfactory to Purchaser for any
reason,  then Purchaser shall have the right to terminate this Purchase Contract
by giving  written Notice to that effect to Seller and Escrow Agent on or before
5:00 p.m. EST on the date of expiration of the Feasibility  Period. If Purchaser
exercises such right to terminate, this Purchase Contract shall terminate and be
of no further force and effect,  subject to and except for Purchaser's liability
under Section 5.3, and Escrow Agent shall  forthwith  deliver the Quitclaim Deed
of all of  Purchaser's  right and interest in the  Property to Seller,  and then
promptly  return the Deposit to Purchaser.  If Purchaser fails to provide Seller
with written Notice of cancellation  prior to the end of the Feasibility  Period
in strict accordance with the Notice provisions of this Purchase Contract,  this
Purchase  Contract  shall  remain  in full  force  and  effect  and  Purchaser's
obligation to purchase the Property shall be  non-contingent  and  unconditional
except only for satisfaction of the conditions  expressly stated in this ARTICLE
5 and in ARTICLE 9.

5.3 Purchaser  shall indemnify and hold Seller harmless for any actions taken by
Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend
(with  attorneys  selected by Seller) and hold Seller  harmless from any and all
claims,  damages,  costs and  liability  which  may  arise due to such  entries,
surveys,  tests,  investigations  and the like.  Seller  shall  have the  right,
without  limitation,   to  disapprove  any  and  all  entries,  surveys,  tests,
investigations  and the like that in their  reasonable  judgment could result in
any injury to the Property or breach of any  agreement,  or expose Seller to any
liability,  costs, liens or violations of applicable law, or otherwise adversely
affect the Property or Seller's  interest  therein.  No consent by the Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore the Property
to the same condition existing  immediately prior to Purchaser's exercise of its
rights  pursuant  to this  ARTICLE  5 at  Purchaser's  sole  cost  and  expense.
Purchaser shall maintain casualty  insurance and comprehensive  public liability
insurance with broad form contractual and personal injury liability endorsements
with respect to the Property and Purchaser's  activities carried on therein,  in
amounts (including deductible amounts) and with such insurance carriers as shall
be approved  by Seller and naming  Seller and its  affiliates  as loss payees or
additional insureds (at the option of Seller),  with endorsements  acceptable to
Seller,  including a waiver of  defenses of the insurer  based on the actions or
inaction of Purchaser (which  insurance must be reasonably  approved by Seller).
Such liability  insurance shall provide coverages of not less than $1,000,000.00
for injury or death to any one person and  $3,000,000.00  for injury or death to
more than one person and $500,000.00 with respect to property  damage,  by water
or  otherwise).  The  provisions  of this Section  shall  survive the Closing or
termination of this Purchase Contract.

5.4  Purchaser  shall not permit any  mechanic's or  materialman's  liens or any
other liens to attach to the Property by reason of the  performance  of any work
or the purchase of any  materials by Purchaser or any other party in  connection
with any studies or tests  conducted by or for Purchaser.  Purchaser  shall give
notice to Seller a  reasonable  time  prior to entry  onto the  Property,  shall
deliver proof of insurance  coverage  required  above to Seller and shall permit
Seller  to  have  a  representative   present  during  all   investigations  and
inspections  conducted  with respect to the Property.  Purchaser  shall take all
reasonable  actions and implement all  protections  necessary to ensure that all
actions taken in  connection  with the  investigations  and  inspections  of the
Property, and all equipment, materials and substances generated, used or brought
onto the  Property  pose no  material  threat to the  safety of  persons  or the
environment  and cause no damage to the Property or other  property of Seller or
other  persons.  All  information  made  available  by  Seller to  Purchaser  in
accordance with this Purchase Contract or obtained by Purchaser in the course of
its  investigations  shall be treated as confidential  information by Purchaser,
and, prior to the purchase of the Property by Purchaser, Purchaser shall use its
best efforts to prevent its  Consultants,  agents and employees  from  divulging
such  information to any unrelated third parties except as reasonably  necessary
to third parties  engaged by Purchaser for the limited  purpose of analyzing and
investigating  such  information for the purpose of consummating the transaction
contemplated  by this Purchase  Contract,  including  Purchaser's  attorneys and
representatives, prospective lenders and engineers.

5.5 Seller shall  deliver to Purchaser  within ten (10)  calendar  days from the
Effective Date, copies of all leases,  contracts,  engineering studies,  surveys
and other materials (the "Materials") in Seller's possession or control relating
to the Property (other than proprietary  information of Seller).  If the sale of
the Property is not closed by the date fixed therefor,  Purchaser shall,  within
five (5) calendar days, return all such Materials to Seller.

                                   ARTICLE 6
                                     TITLE

6.1 Purchaser  shall promptly  secure a commitment  for title  insurance for the
Property in an amount equal to the Purchase Price ("Title  Commitment,")  issued
by First American Title Insurance Company ("Title Insurer") for an owner's title
insurance  policy on the most recent  standard  American Land Title  Association
("ALTA") Policy form, together with legible copies of all instruments identified
as  exceptions  therein and shall cause a copy thereof to be delivered to Seller
during  the  Feasibility  Period.  Purchaser  agrees  that it  shall  be  solely
responsible  for  payment  of all costs  relating  to  procurement  of the Title
Commitment and any Owner title policy.

6.2 Purchaser  agrees to accept title to the Land and  Improvements,  so long as
the same is insurable at ordinary rates and any  conveyance by limited  warranty
deed or equivalent  deed pursuant to this Purchase  Contract shall be subject to
the following, all of which shall be deemed "Permitted Exceptions" and Purchaser
agrees to accept the deed and title subject thereto:

6.2.1 All  exceptions  shown in the Title  Commitment  and approved by Purchaser
(other than mechanics'  liens and taxes due and payable in respect of the period
preceding  Closing) and all exceptions  noted in Exhibit 6.2.1 attached  hereto;
and

6.2.2 Such  exceptions  and matters as approved  by  Purchaser  and as the Title
Company shall be willing to omit as exceptions to coverage; and

6.2.3 All Tenant Leases and any other occupancy,  residency,  lease, tenancy and
similar agreements entered into in the ordinary course of business; and

6.2.4 All Property  Contracts and any other  existing  contracts  created in the
ordinary course of business by Seller,  which are not identified for termination
by Purchaser during the Feasibility Period; and

6.2.5 Real estate and  property  taxes for the  calendar  year in which  closing
occurs to the extent not due and payable;

6.2.6 Intentionally deleted; and

6.2.7 All matters of public record which are shown on the Title  Commitment  (to
the extent approved by Purchaser).

6.3 The  existence  of other  mortgages,  liens,  or  encumbrances  shall not be
objections to title,  provided that properly executed  instruments in recordable
form  necessary  to satisfy and remove the same of record are  delivered  to the
Purchaser  at Closing or, in the  alternative,  with  respect to any mortgage or
deed of trust liens, that payoff letters from the holder of the mortgage or deed
of trust liens shall have been  delivered to and  accepted by the Title  Insurer
(sufficient  to remove the same from the policy issued at Closing),  together in
either case, with recording and/or filing fees.

6.4 Unpaid liens for taxes,  charges, and assessments shall not be objections to
title,  but the amount  thereof plus  interest and  penalties  thereon  shall be
deducted  from  the  Purchase  Price  to be  paid  for the  applicable  Property
hereunder and allowed to Purchaser,  subject to the provisions for apportionment
of taxes and charges contained in ARTICLE 7 herein.

6.5 Unpaid  franchise or business  corporation  taxes of any corporations in the
chain of title  shall  not be an  objection  to title,  provided  that the Title
Insurer  agrees to insure  against  collection  out of the property or otherwise
against Purchaser or its affiliates, and provided further that the Title Insurer
agrees to omit such taxes as exceptions to coverage with respect to any lender's
mortgagee insurance policy.

6.6 If on the Closing Date there shall be  conditional  bills of sale or Uniform
Commercial Code financing statements that were filed on a day more than five (5)
years  prior  to such  Closing,  and  such  financing  statements  have not been
extended by the filing of UCC-3 continuation statements within the past five (5)
years prior to such Closing,  such financing  statements  shall not be deemed an
objection to title.

6.7 If on the Closing Date, the state of title is other than in accordance  with
the requirements  set forth in this Purchase  Contract or if any condition to be
fulfilled by Seller shall not be satisfied,  Purchaser shall provide Seller with
written  Notice  thereof at such time,  or such title  objection or  unfulfilled
condition shall be deemed waived by Purchaser in which case Purchaser and Seller
shall proceed to consummate the Closing on the Closing Date. If Purchaser timely
gives Seller such Notice, Seller at its sole option and upon Notice to Purchaser
within seven (7)  calendar  days  following  receipt of such Notice may elect to
cure such  objection or  unfulfilled  condition  for up to thirty (30)  calendar
days. Should Seller be able to cure such title objection or condition, or should
Seller be able to cause title insurance over the same by the Closing Date or any
postponed  Closing Date, or should  Purchaser  waive such objection or condition
within  such  period for cure,  then the  Closing  shall take place on or before
thirty (30) calendar days after Notice of such cure or waiver.

6.8 If Seller does not elect to cure such objection or unfulfilled  condition or
during the period of cure Seller is unable or unwilling,  in its sole discretion
or opinion,  to eliminate such title  objection or cause Title Insurer to insure
over such  matter or  satisfy  such  unfulfilled  condition,  Seller  shall give
Purchaser  written Notice thereof,  and if Purchaser does not elect to terminate
this Purchase  Contract by giving written Notice thereof to Seller and the title
company  issuing  the Title  Commitment  delivered  on or before  fourteen  (14)
calendar days following the date Seller gives such Notice,  then Purchaser shall
be deemed to have waived such objection.

6.9 Seller  covenants that it will not  voluntarily  create or cause any lien or
encumbrance to attach to the Property between the date of this Purchase Contract
and the Closing  Date (other than Tenant  Leases and  Property  Contracts in the
ordinary course of business); any such monetary lien or encumbrance so attaching
by  voluntary  act of Seller  shall be  discharged  by the Seller at or prior to
Closing on the Closing Date or any postponed  Closing Date.  Except as expressly
provided above,  Seller shall not be required to undertake efforts to remove any
other  lien,  encumbrance,  security  interest,  exception,  objection  or other
matter,  to make any  expenditure of money or institute  litigation or any other
judicial or administrative  proceeding and Seller may elect not to discharge the
same.

6.10  Anything to the  contrary  notwithstanding,  Purchaser  shall not have any
right to terminate  this Purchase  Contract or object to any lien,  encumbrance,
exception or other matter that is a Permitted Exception, that has been waived or
deemed to have been waived by Purchaser.

6.11            Intentionally deleted.

6.12 Purchaser at Purchaser's sole cost and expense,  may cause to be prepared a
survey for the Property  ("Survey")  to be  delivered  to  Purchaser  and Seller
within the Feasibility Period. The Survey (i) may be prepared in accordance with
and shall  comply with the minimum  requirements  of the ALTA;  (ii) may be in a
form,  and shall be  certified  as of a date  satisfactory  to Title  Insurer to
enable  Title  Insurer  to  delete  standard  survey  exceptions  from the title
insurance policy to be issued pursuant to the Title Commitments,  except for any
Permitted  Exceptions;  (iii) may specifically show all  improvements,  recorded
easements to the extent locatable,  set back lines, and such other matters shown
as exceptions by the Title Commitments;  (iv) may specifically show the right of
way for all adjacent public streets; (v) may specifically disclose whether (and,
if so, what part of) any of the Property is in an area  designated  as requiring
flood  insurance under  applicable  federal laws  regulating  lenders;  (vi) may
contain a perimeter  legal  description of the Property which may be used in the
limited  warranty deed or equivalent  deed; (vii) may be certified to Purchaser,
Purchaser's  lender,  Seller and Title  Insurer as being true and  correct;  and
(viii) may certify that the legal  description  set forth therein  describes the
same,  and  comprises  all of, the real  estate  comprising  the  Property to be
purchased by Purchaser pursuant to the terms of this Purchase  Contract.  In the
event the perimeter  legal  description of the Property  contained in the Survey
differs  from that  contained in the deed or deeds by which Seller took title to
the Property,  the latter description shall be used in the limited warranty deed
delivered  to  Purchaser  at  Closing,  and the Survey  legal shall be used in a
quitclaim  deed to the  Property  which also shall be  delivered to Purchaser at
Closing.  Purchaser,  at Purchaser's sole cost and expense, may also cause to be
prepared an environmental report for the Property ("Environmental Report").

6.12.1  Should  such  Survey  disclose  conditions  that  give  rise  to a title
exception  other than a Permitted  Exception,  Purchaser shall have the right to
object thereto within the  Feasibility  Period in accordance with the procedures
set forth in ARTICLE 5 above.

6.12.2  Purchaser  agrees  to make  payment  in full of all  costs of  obtaining
Surveys  required by this Purchase  Contract on or before Closing or termination
of this Purchase Contract.

                                   ARTICLE 7
                                    CLOSING

7.1   Dates, Places Of Closing, Prorations, Delinquent Rent and Closing Costs.

7.1.1 The Closing  shall occur no later than thirty (30) calendar days after the
expiration  of the  Feasibility  Period,  through an escrow with  Escrow  Agent,
whereby the Seller, Purchaser and their attorneys need not be physically present
at the Closing  and may  deliver  documents  by  overnight  air courier or other
means.

7.1.2 The Closing Date may be extended  without  penalty at the option of Seller
to a date not later than thirty (30) days  following the Closing Date  specified
above to satisfy a condition to be satisfied by Seller, or such later date as is
mutually acceptable to Seller and Purchaser.

7.1.3  All  normal  and  customarily   proratable  items,   including,   without
limitation,  Rents (as defined below),  operating  expenses,  personal  property
taxes,  other operating  expenses and fees,  shall be prorated as of the Closing
Date,  Seller  being  charged  or  credited,  as  appropriate,  for  all of same
attributable  to the period up to the Closing Date (and credited for any amounts
paid by Seller  attributable  to the  period on or after the  Closing  Date,  if
assumed by  Purchaser)  and  Purchaser  being  responsible  for, and credited or
charged,  as the case may be, for all of same  attributable to the period on and
after the Closing Date.  All unapplied  deposits  under Tenant  leases,  if any,
shall be  transferred  by Seller to Purchaser at the  Closing.  Purchaser  shall
assume at Closing the  obligation  to pay any  payments  due under the  Property
Contracts  assumed by Purchaser,  provided that any payments  under the Property
Contracts  have been  prorated.  Any real estate ad valorem or similar taxes for
the Property,  or any installment of assessments  payable in installments  which
installment is payable in the calendar year of Closing, shall be prorated to the
date of Closing, based upon actual days involved. The proration of real property
taxes or installments of assessments shall be based upon the assessed  valuation
and tax rate figures for the year in which the Closing  occurs to the extent the
same are available; provided, that in the event that actual figures (whether for
the assessed  value of the Property or for the tax rate) for the year of Closing
are not available at the Closing Date, the proration shall be made using figures
from the preceding year. The proration shall be final and unadjustable except as
provided in the  following  paragraph.  For purposes of this  Section  7.1.3 and
Sections 7.1.4 and 7.1.5,  the terms "Rent" and "Rents" shall  include,  without
limitation,  base  rents,  additional  rents,  percentage  rents and common area
maintenance charges. The provisions of this Section 7.1.3 shall apply during the
Proration Period (as defined below).

7.1.4 If any of the items subject to proration  hereunder  cannot be prorated at
the Closing  because the  information  necessary  to compute  such  proration is
unavailable,  or if any  errors or  omissions  in  computing  prorations  at the
Closing  are  discovered  subsequent  to the  Closing,  then such item  shall be
reapportioned  and such errors and  omissions  corrected as soon as  practicable
after the Closing Date and the proper party  reimbursed,  which obligation shall
survive the Closing for a period (the "Proration  Period") from the Closing Date
until one (1) year after the Closing  Date.  Neither party hereto shall have the
right to require a  recomputation  of a Closing  proration or a correction of an
error or omission in a Closing  proration unless within the Proration Period one
of the parties hereto (i) has obtained the previously unavailable information or
has discovered  the error or omission,  and (ii) has given Notice thereof to the
other  party  together  with  a copy  of its  good  faith  recomputation  of the
proration   and  copies  of  all   substantiating   information   used  in  such
recomputation.  The  failure  of a party to obtain  any  previously  unavailable
information  or discover an error or omission with respect to an item subject to
proration  hereunder  and to give Notice  thereof as provided  above  within the
Proration  Period shall be deemed a waiver of its right to cause a recomputation
or a  correction  of an error or  omission  with  respect to such item after the
Closing Date.  Any Rents that have accrued,  but have not yet been paid shall be
prorated in accordance  with estimates  based upon the prior years'  information
(or  reasonable  estimates  of Seller if no such  prior  years'  information  is
available), and shall be subsequently readjusted and reapportioned upon receipt.

7.1.5 If on the Closing Date any Tenant is in arrears in any Rent payment  under
any Tenant  lease (the  "Delinquent  Rent"),  any  Delinquent  Rent  received by
Purchaser  and Seller  from such Tenant  after the  Closing  shall be applied to
amounts  due and  payable by such  Tenant  during the  following  periods in the
following order of priority:  (i) first, to the period of time after the Closing
Date,  and (ii)  second,  to the period of time  before  the  Closing  Date.  If
Delinquent Rent or any portion thereof received by Seller or Purchaser after the
Closing are due and payable to the other party by reason of this allocation, the
appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
and costs and expenses expended in connection with the collection thereof, shall
be promptly paid to the other party. Any monies received by Seller after closing
shall be forwarded to Purchaser for disbursement in accordance with the order of
payment provided herein above. After the Closing,  Purchaser agrees to cooperate
with any request by Seller that Purchaser engage in efforts to demand payment of
and to collect  Delinquent  Rent owed to Seller by any Tenant.  Seller agrees to
cooperate  with  Purchaser at no cost or liability to Seller in connection  with
all efforts by Purchaser to collect such  Delinquent Rent and to take all steps,
whether  before or after the Closing  Date, as may be necessary to carry out the
intention  of the  foregoing,  including,  without  limitation,  the delivery to
Purchaser,  within seven (7) days after a written request, of any relevant books
and records (including, without limitation, rent statements, receipted bills and
copies of tenant checks used in payment of such rent),  the execution of any and
all  consents or other  documents,  and the  undertaking  of any act  reasonably
necessary for the collection of such Delinquent  Rent by Purchaser.  Purchaser's
obligation  to cooperate  with Seller  pursuant to this Section  7.1.5 shall not
obligate  Purchaser  to terminate  any Tenant  lease with an existing  Tenant or
evict any existing  Tenant from the  Property.  The  provisions  of this Section
7.1.5 shall apply during the Proration Period.

7.1.6 If five (5) days prior to the Closing  Date there are any vacant  units on
the Property,  Seller shall make such units  "rent-ready" as of the Closing Date
or if Seller elects not to make such units "rent-ready", Purchaser shall receive
a credit  against  the  Purchase  Price for the  expense  of making  such  units
"rent-ready."  Seller shall have no  obligation  to make any units  "rent-ready"
that  become  vacant  during the period  from the fourth  (4th) day prior to the
Closing Date up through the Closing Date. As used herein, a unit shall be deemed
"rent-ready" if it has been cleaned, no hazardous  conditions exist therein, and
all appliances therein are in normal working  condition,  all in accordance with
Seller's  current  operation  of the  Property.  In no  event  shall  Seller  be
obligated  to expend more than Five  Hundred  and no/100  Dollars  ($500.00)  in
making any particular unit  "rent-ready,"  nor shall Purchaser  receive a credit
against the Purchase Price in excess of such amount for any vacant unit which is
not "rent-ready."

7.1.7  Seller and  Purchaser  shall share  equally in the costs of all  transfer
taxes (e.g., excise stamp taxes) and recording costs with respect to the Closing
and in the costs of the Escrow Agent for escrow fees.

7.2 Items To Be Delivered Prior To Or At Closing.

7.2.1  Seller.  At  Closing,  Seller  shall  deliver to  Purchaser,  each of the
following items, as applicable:

7.2.1.1  Limited  Warranty  Deed in the form  attached  as  Exhibit  7.2.1.1  to
Purchaser.  The  acceptance of such deed at Closing,  shall be deemed to be full
performance  of, and  discharge of, every  agreement and  obligation on Seller's
part to be performed  under this Purchase  Contract,  except for those that this
Purchase Contract specifically provides shall survive Closing.

7.2.1.2 A Bill of Sale in the form  attached  as Exhibit  7.2.1.2  covering  all
Property  Contracts,  Tenant Leases,  Permits (other than Excluded  Permits) and
Fixtures and Tangible  Personal Property required to be transferred to Purchaser
with respect to such Property.  Purchaser  shall  countersign  the same so as to
effect an assumption by Purchaser of, among other things,  Seller's  obligations
thereunder.

7.2.1.3 An Assignment (to the extent assignable and in force and effect) without
recourse or warranty in the form attached as Exhibit  7.2.1.3 of all of Seller's
right, title and interest in and to the Miscellaneous  Property Assets,  subject
to any required  consents.  Purchaser shall countersign the same so as to effect
an  assumption  by  Purchaser,   including,   without  limitation,  of  Seller's
obligations thereunder.

7.2.1.4 A closing statement executed by Seller.

7.2.1.5 A vendor's affidavit or at Seller's option an indemnity,  as applicable,
in the customary form reasonably acceptable to Seller to enable Title Insurer to
delete the standard  exceptions to the title insurance  policy set forth in this
Purchase Contract (other than matters  constituting any Permitted Exceptions and
matters  which  are to be  completed  or  performed  post-Closing)  to be issued
pursuant to the Title Commitment;  provided that such affidavit does not subject
Seller to any greater  liability,  or impose any additional  obligations,  other
than as set forth in this Purchase Contract; and

7.2.1.6 A certification of Seller's  non-foreign status pursuant to Section 1445
of the Internal Revenue Code of 1986, as amended.

7.2.1.7 Except for the items expressly  listed above to be delivered at Closing,
delivery  of any  other  required  items  shall  be  deemed  made by  Seller  to
Purchaser,  if Seller leaves such  documents at the Property in their  customary
place of storage or in the custody of Purchaser's representatives.

7.2.1.8 To the extent in Seller's possession or control,  original copies of the
Tenant  Leases  and  Property  Contracts,  lease  files,  keys to the  property,
Seller's books and records (other than  proprietary  information)  regarding the
Property, and original copies of the tenant estoppels.

7.2.1.9  Resolutions  and  certificates  of good  standing  evidencing  Seller's
authority to consummate this  transaction.

7.2.1.10 A rent roll certified to the best of Seller's knowledge, to be true and
correct as of the Closing Date.

7.2.2 Purchaser.  At Closing,  Purchaser shall deliver to the Title Company (for
disbursement to Seller upon the Closing) the following items with respect to the
Property being conveyed at such Closing:

7.2.2.1  The full  Purchase  Price as required by ARTICLE 3 hereof plus or minus
the adjustments or prorations required by this Purchase Contract.  If at Closing
there are any liens or  encumbrances on the Property that Seller is obligated or
elects to pay and  discharge,  Seller may use any portion of the Purchase  Price
for the  Property(s)  to  satisfy  the same,  provided  that  Seller  shall have
delivered to Title  Company,  on such Closing  instruments  in  recordable  form
sufficient  to satisfy  such liens and  encumbrances  of record  (or,  as to any
mortgages or deeds of trust, appropriate payoff letters, acceptable to the Title
Insurer),  together  with the cost of  recording  or  filing  such  instruments.
Purchaser,  if request is made within a reasonable time prior to Closing, agrees
to provide at Closing  separate  certified  or  cashier's  checks as  requested,
aggregating  not more than the amount of the  balance of the portion of Purchase
Price,  to facilitate the  satisfaction of any such liens or  encumbrances.  The
existence of any such liens or  encumbrances  shall not be deemed  objections to
title if Seller shall comply with the foregoing requirements.

7.2.2.2 A closing statement executed by Purchaser.

7.2.2.3 A countersigned  counterpart of the Bill of Sale in the form attached as
Exhibit 7.2.1.2.

7.2.2.4 A  countersigned  counterpart  of the Assignment in the form attached as
Exhibit 7.2.1.3.

7.2.2.5 Such other instruments,  documents or certificates as are required to be
delivered by Purchaser to Seller in accordance with any of the other  provisions
of this Purchase Contract.

                                   ARTICLE 8
         REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER

8.1   Representations And Warranties Of Seller.

8.1.1 For the purpose of inducing Purchaser to enter into this Purchase Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Seller  represents  and warrants to Purchaser  the following as of the Effective
Date and as of the Closing Date:

8.1.1.1  Seller is lawfully and duly  organized,  and in good standing under the
laws of the state of its  formation  set forth in the initial  paragraph of this
Purchase Contract;  and has or at the Closing shall have the power and authority
to sell and convey the Property  and to execute the  documents to be executed by
Seller and prior to the Closing will have taken as  applicable,  all  corporate,
partnership, limited liability company or equivalent entity actions required for
the execution and delivery of this Purchase  Contract,  and the  consummation of
the transactions  contemplated by this Purchase Contract. The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms,  conditions or provisions of, or constitute a default
under,  any  purchase  contract to which Seller is a party or by which Seller is
otherwise  bound.  Seller has not made any other purchase  contract for the sale
of, or given any other person the right to  purchase,  all or any part of any of
the Property;

8.1.1.2  Seller owns  insurable,  fee title to the Property,  including all real
property contained therein required to be sold to Purchaser, subject only to the
Permitted  Exceptions  (provided,  however,  that if this  representation  is or
becomes untrue,  Purchaser's remedies shall be limited to the remedies set forth
in Section 6.7 hereof and if this  representation  is or becomes  untrue because
Seller does not own fee title to the Property,  then Purchaser's  remedies shall
also  include  payment  by  Seller of up to  $20,000.00  of  Purchaser's  actual
out-of-pocket expenses incurred in conducting its due diligence and Seller shall
have no other liability as a result thereof, either before or after Closing);

8.1.1.3  There are no adverse or other  parties in  possession  of the Property,
except for  occupants,  guests and tenants  under the Tenant  Leases  (provided,
however, that if this representation is or becomes untrue,  Purchaser's remedies
shall be limited to the remedies set forth in Section 6.7 hereof).

8.1.1.4 The joinder of no person or entity  other than  Seller is  necessary  to
convey the  Property,  fully and  completely,  to  Purchaser  at Closing,  or to
fulfill Seller's obligations and Seller has all necessary right and authority to
convey and assign to Purchaser all contract rights and warranties required to be
conveyed and assigned to Purchaser hereunder;

8.1.1.5  Purchaser has no duty to collect  withholding taxes for Seller pursuant
to the Foreign Investors Real Property Tax Act of 1980, as amended;

8.1.1.6 To Seller's knowledge, there are no actions, proceedings,  litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, as applicable;

8.1.1.7  Seller has no  knowledge of any claims for labor  performed,  materials
furnished or services  rendered in connection  with  constructing,  improving or
repairing any of the Property, as applicable,  caused by Seller and which remain
unpaid  beyond the date for which  payment was due and in respect of which liens
may or could be filed against any of the Property, as applicable;

8.1.1.8  From the date of this  Purchase  Contract to the Closing  Date,  Seller
shall (i) operate and manage the  Property in the same manner as  maintained  by
Seller  prior to the  execution  of this  Purchase  Contract,  (ii) refrain from
entering into (or extending) any Property  Contracts which are not cancelable on
90 days' or shorter  Notice,  except  Tenant  Leases,  and (iii) execute any new
Tenant Leases on Seller's standard lease agreement attached hereto as Exhibit C.

8.1.2 Except for the representations and warranties expressly set forth above in
Subsection  8.1.1, the Property is expressly  purchased and sold "AS IS," "WHERE
IS," and "WITH ALL FAULTS." The Purchase  Price and the terms and conditions set
forth herein are the result of arm's-length bargaining between entities familiar
with transactions of this kind, and said price, terms and conditions reflect the
fact that  Purchaser  shall have the  benefit  of, and is not  relying  upon any
information  provided  by Seller or Broker  or  statements,  representations  or
warranties,  express or implied,  made by or enforceable directly against Seller
or Broker,  including,  without  limitation,  any  relating  to the value of the
Property,  the physical or environmental  condition of the Property,  any state,
federal,  county or local law,  ordinance,  order or permit; or the suitability,
compliance or lack of compliance  of the Property  with any  regulation,  or any
other  attribute  or matter  of or  relating  to the  Property  (other  than any
covenants  of title  contained  in the  deeds  conveying  the  Property  and the
representations set forth above).  Purchaser  represents and warrants that as of
the date hereof and as of the Closing  Date,  it has and shall have reviewed and
conducted  such  independent  analyses,  studies,  reports,  investigations  and
inspections as it deems  appropriate in connection with the Property.  If Seller
provides or has provided any documents,  summaries,  opinions or work product of
consultants,  surveyors,  architects,  engineers, title companies,  governmental
authorities  or any  other  person  or  entity  with  respect  to the  Property,
including,  without limitation,  the offering prepared by Broker,  Purchaser and
Seller agree that Seller has done so or shall do so only for the  convenience of
both  parties,  Purchaser  shall not rely  thereon and the reliance by Purchaser
upon any such documents, summaries, opinions or work product shall not create or
give rise to any liability of or against Seller, Seller's partners or affiliates
or  any  of  their  respective  partners,  officers,  directors,   participants,
employees,  contractors,   attorneys,  consultants,   representatives,   agents,
successors, assigns or predecessors-in-interest.  Purchaser shall rely only upon
any title insurance obtained by Purchaser with respect to title to the Property.
Purchaser  acknowledges and agrees that no  representation  has been made and no
responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
applicable  zoning  or  building  code  requirements  or the  compliance  of the
Property with any other laws,  rules,  ordinances or regulations,  the financial
earning  capacity  or  expense  history of the  Property,  the  continuation  of
contracts,  continued occupancy levels of the Property,  or any part thereof, or
the continued occupancy by tenants of any Tenant Leases or, without limiting any
of the foregoing,  occupancy at Closing. Prior to Closing, Seller shall have the
right,  but not the  obligation,  to  enforce  its  rights  against  any and all
Property  occupants,  guests or tenants.  Except as otherwise  set forth herein,
Purchaser agrees that the departure or removal, prior to Closing, of any of such
guests,  occupants or tenants shall not be the basis for, nor shall it give rise
to, any claim on the part of Purchaser,  nor shall it affect the  obligations of
Purchaser under this Purchase Contract in any manner  whatsoever;  and Purchaser
shall close title and accept  delivery of the deed with or without  such tenants
in possession and without any allowance or reduction in the Purchase Price under
this Purchase Contract.  Notwithstanding the foregoing, Purchaser shall have the
right to terminate this Purchase  Contract if on the day  immediately  preceding
the  Closing  Date the  Property  is less than ninety  percent  (90%)  occupied.
Purchaser  hereby  releases  Seller  from  any and all  claims  and  liabilities
relating to the foregoing matters, except as provided in Section 8.1.3 below.

8.1.3 Seller and Purchaser agree that those representations contained in Section
8.1 shall survive  Closing for a period of one (1) year (that is, any proceeding
based on the breach of a  representation  contained in Section 8.1 that survives
Closing must be  commenced  within one (1) year  subsequent  to the date of such
representation).  In the event that Seller breaches any representation contained
in Section 8.1 and  Purchaser  had actual  knowledge of such  breach,  Purchaser
shall be deemed to have waived any right of recovery  and Seller  shall not have
any liability in connection therewith.

8.1.4 Representations and warranties above made to the knowledge of Seller shall
not be  deemed to imply  any duty of  inquiry.  For  purposes  of this  Purchase
Contract,  the term  Seller's  "knowledge"  shall mean and refer to only  actual
knowledge  of the  Designated  Representative  (as  hereinafter  defined) of the
Seller  and  shall  not be  construed  to refer to the  knowledge  of any  other
partner, officer,  director, agent, employee or representative of the Seller, or
any affiliate of the Seller,  or to impose upon such  Designated  Representative
any duty to investigate the matter to which such actual knowledge or the absence
thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
individual   personal   liability.   As  used   herein,   the  term   Designated
Representative shall refer to Theresa Kruder, the property manager.

8.2 Representations And Warranties Of Purchaser

8.2.1 For the purpose of inducing  Seller to enter into this  Purchase  Contract
and to consummate the sale and purchase of the Property in accordance  herewith,
Purchaser  represents  and warrants to Seller the  following as of the Effective
Date and as of the Closing Date:

8.2.2 With respect to  Purchaser  and its  business,  Purchaser  represents  and
warrants, in particular, that:

8.2.2.1 Purchaser is a corporation duly organized,  validly existing and in good
standing under the laws of Georgia.

8.2.2.2  Purchaser,  acting  through  any of its or  their  duly  empowered  and
authorized officers or members, has all necessary power and authority to own and
use its properties and to transact the business in which it is engaged,  and has
full power and  authority to enter into this Purchase  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform its obligations hereunder; and no consent of any of Purchaser's officers
or members are required to so empower or authorize Purchaser.

8.2.2.3 No pending or, to the  knowledge  of  Purchaser,  threatened  litigation
exists which if determined  adversely  would  restrain the  consummation  of the
transactions  contemplated by this Purchase  Contract or would declare  illegal,
invalid or non-binding any of Purchaser's obligations or covenants to Seller.

8.2.2.4 Purchaser is duly authorized to execute and deliver,  acting through its
duly empowered and authorized  officers and members,  respectively,  and perform
this  Purchase  Contract and all  documents  and  instruments  and  transactions
contemplated  hereby or  incidental  hereto,  and such  execution,  delivery and
performance  by Purchaser  does not (i) violate any of the  provisions  of their
respective  certificates of incorporation or bylaws,  (ii) violate any provision
of any law,  governmental rule or regulation  currently in effect, (iii) violate
any judgment, decree, writ, injunction,  award, determination or order currently
in effect that names or is  specifically  directed at Purchaser or its property,
and (iv) require the consent, approval, order or authorization of, or any filing
with or notice to, any court or other governmental authority.

8.2.2.5 The joinder of no person or entity other than  Purchaser is necessary to
consummate the  transactions  to be performed by Purchaser and Purchaser has all
necessary  right  and  authority  to  perform  such  acts  as are  required  and
contemplated by this Purchase Contract.

8.2.3  Purchaser has not dealt with any broker,  finder or any other person,  in
connection  with the  purchase  of or the  negotiation  of the  purchase  of the
Property that might give rise to any claim for commission against Seller or lien
or claim against the Property.

8.2.4 Intentionally Omitted.

                                   ARTICLE 9
                         CONDITIONS PRECEDENT TO CLOSING

9.1  Purchaser's  obligation  to close under this  Purchase  Contract,  shall be
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:

9.1.1 All of the  documents  required to be  delivered by Seller to Purchaser at
the  Closing  pursuant  to the  terms  and  conditions  hereof  shall  have been
delivered  and  shall  be in  form  and  substance  reasonably  satisfactory  to
Purchaser;

9.1.2 Each of the  representations  and  warranties of Seller  contained  herein
shall be true in all material respects as of the Closing Date;

9.1.3 Seller shall have complied  with,  fulfilled and performed in all material
respects  each of the  covenants,  terms and  conditions  to be  complied  with,
fulfilled or performed by Seller hereunder;

9.1.4 Notwithstanding anything to the contrary, there are no other conditions on
Purchaser's obligation to Close except as expressly set forth above.

9.2 Without limiting any of the rights of Seller elsewhere  provided for in this
Purchase Contract,  Seller's obligation to close with respect to conveyance of a
particular  Property  under  this  Purchase  Contract  shall be  subject  to and
conditioned  upon the  fulfillment  of each and all of the following  conditions
precedent:

9.2.1Purchaser's  representations  and  warranties  set  forth in this  Purchase
Contract  shall have been true and correct in all material  respects  when made,
and shall be true and correct in all  material  respects on the Closing Date and
as of the Effective Date as though such representations and warranties were made
at and as of such date and time.

9.2.2  Purchaser  shall have fully  performed and complied  with all  covenants,
conditions,  and other  obligations in this Purchase Contract to be performed or
complied  with by it at or  prior  to  Closing  including,  without  limitation,
payment in full of the Purchase Price.

9.2.3 There shall not be pending or, to the  knowledge  of either  Purchaser  or
Seller, any litigation or threatened  litigation which, if determined adversely,
would restrain the consummation of any of the transactions  contemplated by this
Purchase Contract or declare illegal, invalid or nonbinding any of the covenants
or obligations of the Purchaser.

9.2.4  If  applicable,   Purchaser  shall  have  produced  evidence   reasonably
satisfactory  to Seller of Purchaser's  compliance  with  Hart-Scott-Rodino  Act
requirements   or  of  the   non-applicability   thereof  to  the   transactions
contemplated by this Purchase Contract.

                                   ARTICLE 10
                                    BROKERAGE

10.1 Seller  represents  and warrants to  Purchaser  that it has dealt only with
Aztec Group,  Inc., 2665 South Bayshore  Drive, Ph II A, Coconut Grove,  Florida
33133 ("Broker") in connection with this Purchase Contract. Seller and Purchaser
each  represents  and warrants to the other that other than  Broker,  it has not
dealt with or  utilized  the  services of any other real  estate  broker,  sales
person or finder in  connection  with this  Purchase  Contract,  and each  party
agrees to  indemnify  the other party from and against all claims for  brokerage
commissions  and  finder's  fees  arising  from or  attributable  to the acts or
omissions of the indemnifying party.

10.2  Seller  agrees  to pay  Broker a  commission  according  to the terms of a
separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
beneficiary of this Purchase Contract.

10.3 Broker  assumes no  responsibility  for the  condition  of the  Property or
representation  for the  performance of this Purchase  Contract by the Seller or
Purchaser.

                                   ARTICLE 11
                                   POSSESSION

11.1  Possession of the Property  subject to the Permitted  Exceptions  shall be
delivered to Purchaser at the Closing, subject to Purchaser's right of entry for
inspection as set forth in ARTICLE 5.

                                   ARTICLE 12
                              DEFAULTS AND REMEDIES

12.1 In the event  Purchaser  terminates  this Purchase  Contract  following the
Feasibility  Period for any reason other than Seller's inability to convey title
as required by this Purchase Contract,  or defaults hereunder on or prior to the
Closing  Date and  consummation  of the Closing does not occur by reason of such
termination or default by Purchaser, Seller and Purchaser agree that it would be
impractical  and  extremely  difficult to estimate the damages  which Seller may
suffer.  Therefore,  Seller and  Purchaser  hereby  agree  that,  except for the
Purchaser's  obligations to Seller under Section 5.3, the reasonable estimate of
the total net  detriment  that Seller would  suffer in the event that  Purchaser
terminates  this  Purchase  Contract  or defaults  hereunder  on or prior to the
Closing  Date is and shall be, as  Seller's  sole  remedy  (whether at law or in
equity),  the right to receive  from the Escrow Agent and retain the full amount
of the Deposit and the Additional  Deposit.  The payment and  performance of the
above as liquidated  damages is not intended as a forfeiture  or penalty  within
the meaning of applicable law and is intended to settle all issues and questions
about the amount of damages suffered by Seller in the applicable  event,  except
only for  damages  under  Section 5.3 above,  irrespective  of the time when the
inquiry  about such  damages may take place.  Upon any such failure by Purchaser
hereunder,  this Purchase Contract shall be terminated,  and neither party shall
have any further rights or obligations hereunder,  each to the other, except for
the Purchaser's  obligations to Seller under Section 5.3 above, and the right of
Seller to collect such liquidated  damages to the extent not theretofore paid by
Purchaser.

12.2 Provided that  Purchaser has not terminated  this Purchase  Contract and is
not otherwise in default hereunder, if the Closing does not occur as a result of
Seller's  default  hereunder,  Purchaser's  sole  remedy  shall  be to  elect to
terminate this Purchase  Contract and receive  reimbursement  of the Deposit and
the Additional Deposit (or so much thereof as has been received by Escrow Agent)
or to seek specific performance of this Purchase Contract.

                                   ARTICLE 13
                            RISK OF LOSS OR CASUALTY

13.1 In the event that the  Property  is damaged or  destroyed  by fire or other
casualty prior to Closing,  and the cost of repair is more than  $250,000,  then
Seller will have no  obligation  to repair such  damage or  destruction  and, at
Purchaser's  option,  this Purchase  Contract shall terminate upon the giving of
written  notice  thereof by  Purchaser  to Seller  within three (3) days of such
damage or  destruction.  If  Purchaser  elects not to  terminate  this  Purchase
Contract  and Seller  elects to repair  such  damage or  destruction  before the
Closing (which at Seller's election may be extended for up to sixty (60) days to
permit such repairs), and Seller effects such repairs, this transaction shall be
closed in  accordance  with the terms of this  Purchase  Contract.  In the event
Purchaser elects not to terminate this Purchase Contract,  and Seller elects not
to effect such repairs,  this transaction shall be closed in accordance with the
terms of this Purchase Contract,  notwithstanding any such damage or destruction
and Purchaser shall receive all insurance  proceeds  pertaining  thereto (plus a
credit  against the Purchase  Price in the amount of any  deductible  payable by
Seller in connection therewith) at Closing.

13.2 In the event that the  Property  is damaged or  destroyed  by fire or other
casualty  prior to the  Closing,  and the cost of repair is less than  $250,000,
this  transaction  shall be closed in accordance with the terms of this Purchase
Contract,  notwithstanding the damage or destruction;  provided, however, Seller
shall make such repairs if they can be reasonably  effected  before the Closing.
If Seller is unable to effect such  repairs,  then  Purchaser  shall receive all
insurance proceeds  pertaining thereto (plus a credit against the Purchase Price
in the amount of any  deductible  payable by Seller in connection  therewith) at
Closing.

                                   ARTICLE 14
                                  RATIFICATION

14.1 This  Purchase  Contract  shall be null and void unless  fully  ratified by
Purchaser and Seller on or before March 21, 2000.

                                   ARTICLE 15
                                 EMINENT DOMAIN

15.1 In the event that at the time of Closing all or any part of the Property is
(or has previously been) acquired,  or is about to be acquired,  by authority of
any  governmental  agency in purchase  in lieu  thereof (or in the event that at
such time  there is any notice of any such  acquisition  or intent to acquire by
any such  governmental  agency),  Purchaser shall have the right, at Purchaser's
option,  to terminate  this Purchase  Contract by giving  written  Notice within
Fifteen (15) days of  Purchaser's  receipt from Seller of the occurrence of such
event and recover the Deposit and the Additional Deposit (if paid) hereunder, or
to settle in accordance  with the terms of this  Purchase  Contract for the full
Purchase  Price and receive the full benefit or any  condemnation  award.  It is
expressly  agreed between the parties hereto that this paragraph shall in no way
apply to customary  dedications  for public  purposes which may be necessary for
the development of the Property.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1   Exhibits And Schedules

      All  Exhibits and  Schedules  annexed  hereto are a part of this  Purchase
Contract for all purposes.

16.2            Assignability

      Subject to Section 16.18, this Purchase Contract is not assignable without
first obtaining the prior written approval of the  non-assigning  party,  except
that Purchaser may assign all or an undivided interest in this Purchase Contract
to one or more entities so long as (i) Purchaser or its affiliate remains a part
of the purchasing entity(ies), (ii) Purchaser is not released from its liability
hereunder,  and (iii) Purchaser  concurrently notifies Seller in writing of such
assignment.

16.3            Binding Effect

      This Purchase  Contract  shall be binding upon and inure to the benefit of
Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
assigns.

16.4            Captions

      The captions,  headings,  and arrangements  used in this Purchase Contract
are for convenience only and do not in any way affect, limit, amplify, or modify
the terms and provisions hereof.

16.5            Number And Gender Of Words

      Whenever  herein the singular  number is used,  the same shall include the
plural  where  appropriate,  and words of any gender  shall  include  each other
gender where appropriate.

16.6            Notices

      All Notices,  demands, requests and other communications required pursuant
to the provisions of this Purchase  Contract  ("Notice") shall be in writing and
shall be deemed to have been  properly  given or served for all  purposes (i) if
sent by Federal Express or a nationally  recognized  overnight  carrier for next
business  day  delivery,  on the first  business day  following  deposit of such
Notice with such carrier, or (ii) if personally delivered, on the actual date of
delivery, or (iii) if sent by facsimile,  when sent (as evidenced by a facsimile
confirmation  sheet) provided that a copy of such facsimile and  confirmation is
also sent by U.S.  first class mail, or (iv) if sent by certified  mail,  return
receipt requested postage prepaid, on the Fifth (5th) business day following the
date of mailing addressed as follows:

            If to Seller:                     If to Purchaser:

            Century Properties Fund XX        Housing Systems, Inc.
            2000 South Colorado Boulevard     5505 Interstate N. Parkway, N.W.
            Tower Two, Suite 2-1000           Atlanta, Georgia 30328-3074
            Denver, Colorado  80222           Attn:  Mr. Russell Greer
            Attn:  Mr. Harry Alcock           Fax No.:  _______________
            Fax No.:  (303) 691-5662

                  And                               With a copy to

            Argent Real Estate                Schreeder, Wheeler & Flint, LLP
            1401 Brickell Avenue, Suite 520   127 Peachtree Street, N.W.
            Miami, Florida  33131             1600 Candler Building
            Attn:  Mr. David Marquette        Atlanta, Georgia 30303-1845
            Fax No.:  (305) 371-6898          Attn:  Clifford A. Barshay, Esq.
                                              Fax No.:  (404) 681-1046

                  With a copy to

            Loeb & Loeb, LLP
            1000 Wilshire Boulevard, Suite

            1800

            Los Angeles, California  90017
            Attn: Andrew S. Clare, Esq.
                  Karen N. Higgins, Esq.
            Fax No.:  (213) 688-3460

      Any of the parties may  designate a change of address by Notice in writing
to the other parties. Whenever in this Purchase Contract the giving of Notice by
mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
writing by the person or persons entitled to receive such Notice.

16.7            Governing Law And Venue

      The laws of the State of Florida shall govern the validity,  construction,
enforcement,  and  interpretation  of this Purchase  Contract,  unless otherwise
specified herein except for the conflict of laws provisions thereof. All claims,
disputes  and other  matters in  question  arising  out of or  relating  to this
Purchase  Contract,  or the breach  thereof,  shall be  decided  by  proceedings
instituted and litigated in the United States District Court for the district in
which the Property is situated,  and the parties hereto expressly consent to the
venue and jurisdiction of such court.

16.8            Entirety And Amendments

      This Purchase  Contract  embodies the entire Purchase Contract between the
parties and supersedes all prior Purchase Contracts and understandings,  if any,
relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
instrument in writing executed by the party against whom enforcement is sought.

16.9            Severability

      If any provision of this Purchase Contract is held to be illegal, invalid,
or  unenforceable  under present or future laws,  such provision  shall be fully
severable.  The Purchase  Contract  shall be  construed  and enforced as if such
illegal,  invalid, or unenforceable provision had never comprised a part of this
Purchase Contract;  and the remaining provisions of this Purchase Contract shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
shall be added  automatically as a part of this Purchase Contract a provision as
similar in terms to such illegal,  invalid, or unenforceable provision as may be
possible to make such provision legal, valid, and enforceable.

16.10            Multiple Counterparts

      This  Purchase   Contract  may  be  executed  in  a  number  of  identical
counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
original  for  all  purposes  and all  such  counterparts  shall,  collectively,
constitute one Purchase Contract.  In making proof of this Purchase Contract, it
shall  not  be   necessary  to  produce  or  account  for  more  than  one  such
counterparts.

16.11            Further Acts

      In  addition to the acts and deeds  recited  herein and  contemplated  and
performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
executed and/or  delivered any and all such further acts,  deeds, and assurances
as may be necessary to consummate the transactions contemplated hereby.

16.12            Construction

      No provision of this Purchase  Contract shall be construed in favor of, or
against,  any particular  party by reason of any presumption with respect to the
drafting of this Purchase Contract;  both parties, being represented by counsel,
having fully participated in the negotiation of this instrument.

16.13            Confidentiality

      Purchaser  shall not disclose the terms and  conditions  contained in this
Purchase Contract, shall keep the same confidential, provided that Purchaser may
disclose the terms and  conditions of this Purchase  Contract (i) as required by
law, (ii) to consummate  the terms of this Purchase  Contract,  or any financing
relating  thereto,  or (iii) to Purchaser's or Seller's  lenders,  attorneys and
accountants,. Any information provided by Seller to Purchaser under the terms of
this Purchase  Contract is for  informational  purposes  only. In providing such
information to Purchaser,  Seller makes no representation or warranty,  express,
written,  oral,  statutory,   or  implied,  and  all  such  representations  and
warranties  are hereby  expressly  excluded.  Purchaser  shall not in any way be
entitled to rely upon the accuracy of such information. Such information is also
confidential  and  Purchaser  shall be prohibited  from making such  information
public  to  any  other  person  or  entity  other  than  its  agents  and  legal
representatives,  without  Seller's  prior written  authorization,  which may be
granted or denied in Seller's sole discretion.

16.14            Time Of The Essence

      It is expressly  agreed by the parties  hereto that time is of the essence
with respect to this Purchase Contract.

16.15            Cumulative Remedies And Waiver

      No remedy herein  conferred or reserved is intended to be exclusive of any
other available  remedy or remedies herein  conferred or referred,  but each and
every such remedy  shall be  cumulative  and shall be in addition to every other
remedy given under this Purchase Contract.  No delay or omission to exercise any
right or power  accruing upon any default,  omission,  or failure of performance
hereunder  shall  impair any right or power or shall be construed to be a waiver
thereof,  but any such right and power may be exercised from time to time and as
often as may be deemed expedient. No waiver, amendment, release, or modification
of this Purchase Contract shall be established by conduct,  custom, or course of
dealing.

16.16            Litigation Expenses

      In the event either party hereto commences litigation against the other to
enforce its rights  hereunder,  the prevailing party in such litigation shall be
entitled to recover  from the other  party its  reasonable  attorneys'  fees and
expenses incidental to such litigation.

16.17            Time Periods

      Should the last day of a time period  fall on a weekend or legal  holiday,
the next Business Day thereafter shall be considered the end of the time period.

16.18            Exchange

      At Seller's  sole cost and expense,  Seller may  structure the sale of the
Property to  Purchaser  as a Like Kind  Exchange  under  Internal  Revenue  Code
Section  1031  whereby  Seller will  acquire  certain  property  (the "Like Kind
Exchange Property") in conjunction with the sale of the Property (the "Like Kind
Exchange").  Purchaser shall cooperate fully and promptly with Seller's  conduct
of the Like Kind  Exchange,  provided  that all costs and expenses  generated in
connection  with the Like Kind  Exchange  shall be borne  solely by Seller,  and
Purchaser shall not be required to take title to or contract for the purchase of
any other  property.  If Seller uses a qualified  intermediary to effectuate the
exchange,  any assignment of the rights or obligations of Seller hereunder shall
not relieve,  release or absolve Seller of its  obligations to Purchaser.  In no
event shall the Closing Date be delayed by the Like Kind Exchange.  Seller shall
indemnify  and hold  harmless  Purchaser  from and against any and all liability
arising from and out of the Like Kind Exchange.

16.19 No Personal  Liability  of  Officers,  Trustees or  directors  of Seller's
Partners

      Purchaser acknowledges that this Agreement is entered into by Seller which
is a California  limited  partnership,  and Purchaser  agrees that no individual
officer,  trustee,  director or  representative  of the partners of Seller shall
have any personal  liability  under this  Agreement or any document  executed in
connection with the transactions contemplated by this Agreement.

16.20            No Exclusive Negotiations

      Seller shall have the right,  at all times,  to solicit  backup offers and
enter into discussions,  negotiations, or any other communications concerning or
related to the sale of the Property  with any  third-party;  provided,  however,
that such  communications  are subject to the terms of this Agreement,  and that
Seller shall not enter into any contract or binding agreement with a third-party
for the  sale  of the  Property  unless  such  agreement  is  contingent  on the
termination  of this  Agreement  without the  Property  having been  conveyed to
Purchaser.

16.21      Disclosures

      Pursuant  to the laws of the State of  Florida  and  applicable  municipal
regulations,  Seller is required  to, and hereby  does,  provide  the  following
notices to Purchaser.

16.21.1 Radon Gas. Radon is a naturally  occurring  radioactive  gas that,  when
accumulated in sufficient quantities within a building, may present health risks
to persons who are exposed to it over time.  Levels of radon that exceed federal
and state  guidelines  have  been  found in  buildings  in  Florida.  Additional
information  regarding  radon and radon testing may be obtained from your county
public health unit.

16.21.2  Energy  Efficiency.  The  prospective  buyer  of real  property  with a
building for occupancy located thereon may have the building's energy efficiency
rating determined.  Seller has,  concurrently  herewith delivered to Purchaser a
copy of the Florida Building Energy  Efficiency  Rating System pamphlet prepared
by the State of Florida Department of Community Affairs.

16.21.3  Pre-1978  Housing  Lead-Based  Paint  Warning  Statement.  Florida  law
requires that every seller of any interest in residential  real property provide
to the buyer thereof the following Lead Warning Statement:

      "EVERY  PURCHASER OF ANY INTEREST IN RESIDENTIAL  REAL PROPERTY ON WHICH A
      RESIDENTIAL  DWELLING  WAS  BUILT  PRIOR  TO 1978 IS  NOTIFIED  THAT  SUCH
      PROPERTY MAY PRESENT EXPOSURE TO LEAD FROM LEAD-BASED PAINT THAT MAY PLACE
      YOUNG  CHILDREN  AT  RISK OF  DEVELOPING  LEARNING  DISABILITIES,  REDUCED
      INTELLIGENCE  QUOTIENT,  BEHAVIORAL  PROBLEMS  AND IMPAIRED  MEMORY.  LEAD
      POISONING ALSO POSES A PARTICULAR  RISK TO PREGNANT  WOMEN.  THE SELLER OF
      ANY INTEREST IN RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER
      WITH ANY INFORMATION ON LEAD-BASED  PAINT HAZARDS FROM RISK ASSESSMENTS OR
      INSPECTIONS  IN THE SELLER'S  POSSESSION AND NOTIFY THE BUYER OF ANY KNOWN
      LEAD-BASED  PAINT  HAZARDS.  A RISK  ASSESSMENT OR INSPECTION FOR POSSIBLE
      LEAD-BASED PAINT HAZARDS IS RECOMMENDED PRIOR TO PURCHASE."

Purchaser  may,  on or before  the tenth  (10th) day after the  Effective  Date,
conduct a risk assessment or inspection for the presence of lead-based  paint on
the Property.  If the results are  unsatisfactory  to  Purchaser,  Purchaser may
cancel this Purchase Contract by delivering  written notice to Seller and Escrow
Agent on or before  the fifth  (5th) day  after the  expiration  of said  10-day
period.  Seller  knows of the  presence  of the  following  lead-based  paint or
lead-based paint hazards on the Property:  None . Seller has provided  Purchaser
with any lead  hazard  evaluation  report  concerning  the  Property in Seller's
possession. Purchaser has read the above Lead Warning Statement and acknowledges
receiving an Environmental  Protection Agency lead hazard  information  pamphlet
entitled  "Protect  Your Family From Lead in Your Home" prior to executing  this
Agreement.


<PAGE>


      NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
under seal as of the date first set forth above.

                                     Seller:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

                                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its general partner

                                       By:  Fox Capital Management Corporation,
                                               a California corporation,
                                               Its general partner


                                               By:
                                               Name:
                                               Title:


                                   Purchaser:

                                    HOUSING SYSTEMS, INC.,
                                    a Georgia corporation

                                    By:
                                      Name:

                                     Title:

                                    By:
                                      Name:

                                     Title:


<PAGE>



                             FLORIDA ACKNOWLEDGMENT

STATE OF ____________________ )

COUNTY OF __________________  )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
_________________________ and  _________________________,  known to me to the be
the  President  and  Secretary,  respectively  of  HOUSING  SYSTEMS,  INC.,  the
corporation  in whose  name the  foregoing  instrument  was  executed,  and that
_______________ and ______________ severally acknowledged executing the same for
such corporation, freely and voluntarily, under authority duly vested in them by
said  corporation,  and that the seal affixed thereto is the true corporate seal
of said corporation.  (Check one) |_| Said person(s) (is) (are) personally known
to me. |_| Said person(s) provided the following type of identification:


     Witness my hand and  official  seal in the County and State last  aforesaid
this
_____ day of ________________________, A.D. 2000.


Notary Rubber Stamp Seal                  ____________________________________
                                          Notary Signature



                                          ------------------------------------
                                          Printed Notary Signature


<PAGE>

                             FLORIDA ACKNOWLEDGEMENT

STATE OF ____________________ )

COUNTY OF __________________  )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
__________________, and __________________,  known to me to the be the President
and  Secretary,   respectively  of  Fox  Capital  Management  Corporation,   the
corporation  in whose name the  foregoing  instrument  was  executed  as general
partner of Fox Partners  III, a  California  general  partnership,  which is the
general partner of Century Properties Fund XX, a California limited partnership,
and that ___________ and ___________ severally  acknowledged  executing the same
for such  corporation,  freely and  voluntarily,  under authority duly vested in
them by said  corporation,  and  that  the  seal  affixed  thereto  is the  true
corporate  seal of said  corporation.  (Check one) |_| Said person(s) (is) (are)
personally  known to me.  |_| Said  person(s)  provided  the  following  type of
identification: ______________________


     Witness my hand and  official  seal in the County and State last  aforesaid
this
_____ day of ________________________, A.D. 2000.



Notary Rubber Stamp Seal                  Notary Signature

                                          ------------------------------------
                                          Printed Notary Signature


<PAGE>

                                    EXHIBIT A

                        LEGAL DESCRIPTION FOR HARBOR CLUB

      All that tract or parcel of land lying and being in the southwest quarter,
the  northwest  quarter and the  southeast  quarter of Section  11,  Township 28
South, Range 15 East, Pinellas County, Florida, and all or part of Farms 1 - 11,
Grand  Bay  Subdivision,  according  to Plat Book 4,  Page 13,  Public  Records,
Pinellas County, Florida, and being more particularly described as follows:

      BEGINNING at the northeast corner of the southwest quarter of said Section
11,  run  south  00(degree)12'10"  west  59.97  feet to a  point;  thence  south
89(degree)23'11"  east 111.18 feet to the northwesterly right of way line of the
new  alignment of U.S.  Alternate  19 (State  Route No. 595);  thence along said
right of way as  follows:  south  24(degree)17'26"  west 740.01 feet to a point;
thence  north  65(degree)37'33"  west  29.96  feet  to  a  point;  thence  south
24(degree)14'25"  west 91.71 feet to a point,  thence leaving said right of way,
run north  89(degree)48'22" west 1008.08 feet to a concrete monument on the east
right of way line of the Seaboard Coast Line Railroad;  thence northwardly along
said right of way line and along the arc of a 3,446.32  foot radius curve to the
right  812.02 feet to a point (chord  bears north  03(degree)11'48"  west 810.14
feet); thence leaving said right of way, run south  88(degree)58'49" east 190.61
feet to a point;  thence north  00(degree)39'28"  east 250.44 feet to a point on
the south line of  Florida  Avenue (a forty  foot  right of way);  thence  south
89(degree)15'09" east 448.40 feet to a point; thence south 00(degree)02'50" west
125.46 feet to a point;  thence south  89(degree)28'47"  east 670.37 feet to the
east line of the northwest quarter of Section 11; thence south  00(degree)12'10"
west 115.01 feet to the POINT OF BEGINNING.


<PAGE>




                                  EXHIBIT 1.1.5

                            LIST OF EXCLUDED PERMITS

                             To Be Inserted, If Any


<PAGE>




                                  EXHIBIT 1.1.7

                  LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT

                             To Be Inserted, If Any


<PAGE>



                                  EXHIBIT 3.1.1

                             FORM OF QUITCLAIM DEED

THIS INSTRUMENT PREPARED BY:                                      |
                                                                  |
                                                                  |
Address:    Loeb & Loeb LLP                                       |
            1000 Wilshire Blvd., #1800                            |
            Los Angeles, CA 90017                                 |
            Attn:  Karen N. Higgins, Esq.                         |
                                                                  |
Property Appraisers Parcel Identification (Folio) Number(s):      |
                                                                  |
Grantee(s) S.S. #(s)                                              |
                                                                  |

      THIS QUITCLAIM DEED executed the _____ day of _______________, A.D., 2000,
by HOUSING SYSTEMS,  INC., a corporation existing under the laws of Georgia, and
having its principal  place of business at 5505  Interstate  N.  Parkway,  N.W.,
Atlanta,  Georgia  30328-3074,  first party,  to CENTURY  PROPERTIES  FUND XX, a
California limited partnership,  whose address is 2000 South Colorado Boulevard,
Tower Two, Suite 2-1000,  Denver,  Colorado  80222,  second party (wherever used
herein the terms "first party" and "second  party" shall  include,  singular and
plural, all the parties to this instrument,  the heirs,  legal  representatives,
and assigns of  individuals,  and the  successors  and assigns of  corporations,
wherever the context so admits or requires).

      WITNESSETH, that the said first party, for and in consideration of the sum
of Ten Dollars  ($10.00) and other good and valuable  consideration in hand paid
by the said second  party,  the  receipt  whereof is hereby  acknowledged,  does
hereby remise, release and quitclaim unto the said second party forever, all the
right, title,  interest,  claim and demand which the said first party has in and
to the following  described  lot,  piece or parcel of land,  situate,  lying and
being in the County of Pinellas, State of Florida, to wit:

              See Exhibit "A" attached hereto and made a part hereof.

      TO  HAVE  AND TO  HOLD,  the  same  together  with  all and  singular  the
appurtenances  thereunto  belonging  or in  anywise  appertaining,  and  all the
estate, right, title, interest,  lien, equity and claim whatsoever of said first
party, either in law or in equity, to the only proper use, benefit and behalf of
the said second party forever.


<PAGE>




(Corporate Seal)  IN  WITNESS  WHEREOF,  the said  corporation  has caused
                  these  presents to be executed in its name,  and its corporate
                  seal to be hereunto affixed,  by its proper officers thereunto
                  duly authorized, this _____ day of _______________, A.D. 2000.



ATTEST:_____________________________      HOUSING SYSTEMS, INC.,
                         Secretary a Georgia corporation



Signed, sealed and delivered in the presence of:
By:_________________________________
                                          President (signature)

                                          ------------------------------------
                                          Printed Name

-------------------------------------
Witness Signature

-------------------------------------
Printed Name

-------------------------------------
Witness Signature

-------------------------------------
Printed Name


<PAGE>



                          EXHIBIT "A" TO QUITCLAIM DEED

                                LEGAL DESCRIPTION

      All that tract or parcel of land lying and being in the southwest quarter,
the  northwest  quarter and the  southeast  quarter of Section  11,  Township 28
South, Range 15 East, Pinellas County, Florida, and all or part of Farms 1 - 11,
Grand  Bay  Subdivision,  according  to Plat Book 4,  Page 13,  Public  Records,
Pinellas County, Florida, and being more particularly described as follows:

      BEGINNING at the northeast corner of the southwest quarter of said Section
11,  run  south  00(degree)12'10"  west  59.97  feet to a  point;  thence  south
89(degree)23'11"  east 111.18 feet to the northwesterly right of way line of the
new  alignment of U.S.  Alternate  19 (State  Route No. 595);  thence along said
right of way as  follows:  south  24(degree)17'26"  west 740.01 feet to a point;
thence  north  65(degree)37'33"  west  29.96  feet  to  a  point;  thence  south
24(degree)14'25"  west 91.71 feet to a point,  thence leaving said right of way,
run north  89(degree)48'22" west 1008.08 feet to a concrete monument on the east
right of way line of the Seaboard Coast Line Railroad;  thence northwardly along
said right of way line and along the arc of a 3,446.32  foot radius curve to the
right  812.02 feet to a point (chord  bears north  03(degree)11'48"  west 810.14
feet); thence leaving said right of way, run south  88(degree)58'49" east 190.61
feet to a point;  thence north  00(degree)39'28"  east 250.44 feet to a point on
the south line of  Florida  Avenue (a forty  foot  right of way);  thence  south
89(degree)15'09" east 448.40 feet to a point; thence south 00(degree)02'50" west
125.46 feet to a point;  thence south  89(degree)28'47"  east 670.37 feet to the
east line of the northwest quarter of Section 11; thence south  00(degree)12'10"
west 115.01 feet to the POINT OF BEGINNING.


<PAGE>


STATE OF ____________________ )

COUNTY OF __________________  )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
_________________________ and  _________________________,  known to me to the be
the  President  and  Secretary,  respectively  of  HOUSING  SYSTEMS,  INC.,  the
corporation  in whose  name the  foregoing  instrument  was  executed,  and that
_______________ and ______________ severally acknowledged executing the same for
such corporation, freely and voluntarily, under authority duly vested in them by
said  corporation,  and that the seal affixed thereto is the true corporate seal
of said corporation.  (Check one) |_| Said person(s) (is) (are) personally known
to me. |_| Said person(s) provided the following type of identification:


     Witness my hand and  official  seal in the County and State last  aforesaid
this
_____ day of ________________________, A.D. 2000.



Notary Rubber Stamp Seal                  ____________________________________
                                          Notary Signature

                                          ------------------------------------
                                          Printed Notary Signature


<PAGE>



                                  EXHIBIT 6.2.1

                           ADDITIONAL TITLE EXCEPTIONS

                                [To Be Attached]


<PAGE>




                                 EXHIBIT 7.2.1.1

                          FORM OF LIMITED WARRANTY DEED

THIS INSTRUMENT PREPARED BY:                                      |
                                                                  |
                                                                  |
Address:                                                          |
                                                                  |
                                                                  |
                                                                  |
Property Appraisers Parcel Identification (Folio) Number(s):      |
                                                                  |
Grantee(s) S.S. #(s)                                              |
                                                                  |

      THIS  LIMITED  WARRANTY  DEED  made and  executed  as of the  _____ day of
____________,  A.D., 2000, by CENTURY  PROPERTIES FUND XX, a California  limited
partnership,  and having its principal  place of business at 2000 South Colorado
Boulevard,  Tower Two, Suite 2-1000, Denver, Colorado 80222,  hereinafter called
the grantor, to HOUSING SYSTEMS,  INC., a Georgia corporation,  whose address is
5505  Interstate N. Parkway,  N.W.,  Atlanta,  Georgia  30328-3704,  hereinafter
called the grantee (wherever used herein the terms "grantor" and "grantee" shall
include  singular  and  plural,  heirs,  legal  representatives,  and assigns of
individuals,  and the  successors  and  assigns of  corporations,  wherever  the
context so admits or requires).

      WITNESSETH,  that  the  grantor,  for and in  consideration  of the sum of
$6,200,000.00,  and other  valuable  considerations,  receipt  whereof is hereby
acknowledged,  by these  presents  does grant,  bargain,  sell,  alien,  remise,
release,  convey and confirm unto the grantee,  all that certain land situate in
Pinellas County, State of Florida, viz.:

                Exhibit "A" attached hereto and made a part hereof.

      Together, with all the tenements,  hereditaments and appurtenances thereto
belonging or in anywise appertaining.

      TO HAVE AND TO HOLD, the same in fee simple forever.

      AND the grantor  hereby  covenants  with said  grantee that the grantor is
lawfully seized of said land in fee simple;  that it has good,  right and lawful
authority to sell and convey said land;  that it hereby fully warrants the title
to said land and will defend the same  against the lawful  claims of all persons
claiming  by,  through  or  under  grantor;  and that  said  land is free of all
encumbrances.


<PAGE>




(Corporate Seal)  IN WITNESS  WHEREOF,  the said limited  partnership  has
                  caused  these  presents to be  executed  in its name,  and the
                  corporate  seal  of Fox  Capital  Management  Corporation,  as
                  general  partner of Fox  Partners  III, a  California  general
                  partnership, which is the general partner of grantor, has been
                  affixed  hereto,   by  its  proper  officers   thereunto  duly
                  authorized, the day and year first above written.

Signed,  sealed and  delivered in the CENTURY  PROPERTIES  FUND XX, a California
presence of: limited partnership

___________________________________      By:   Fox Partners III,
Witness Name:  ______________________          a California general partnership,
                                               Its general partner

-----------------------------------
Witness Name:  ______________________     By:   Fox Capital Management
                                                Corporation, Its general partner

                                                     By:
ATTEST:  __________________________                  Its:

                        Secretary


<PAGE>



                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

      All that tract or parcel of land lying and being in the southwest quarter,
the  northwest  quarter and the  southeast  quarter of Section  11,  Township 28
South, Range 15 East, Pinellas County, Florida, and all or part of Farms 1 - 11,
Grand  Bay  Subdivision,  according  to Plat Book 4,  Page 13,  Public  Records,
Pinellas County, Florida, and being more particularly described as follows:

      BEGINNING at the northeast corner of the southwest quarter of said Section
11,  run  south  00(degree)12'10"  west  59.97  feet to a  point;  thence  south
89(degree)23'11"  east 111.18 feet to the northwesterly right of way line of the
new  alignment of U.S.  Alternate  19 (State  Route No. 595);  thence along said
right of way as  follows:  south  24(degree)17'26"  west 740.01 feet to a point;
thence  north  65(degree)37'33"  west  29.96  feet  to  a  point;  thence  south
24(degree)14'25"  west 91.71 feet to a point,  thence leaving said right of way,
run north  89(degree)48'22" west 1008.08 feet to a concrete monument on the east
right of way line of the Seaboard Coast Line Railroad;  thence northwardly along
said right of way line and along the arc of a 3,446.32  foot radius curve to the
right  812.02 feet to a point (chord  bears north  03(degree)11'48"  west 810.14
feet); thence leaving said right of way, run south  88(degree)58'49" east 190.61
feet to a point;  thence north  00(degree)39'28"  east 250.44 feet to a point on
the south line of  Florida  Avenue (a forty  foot  right of way);  thence  south
89(degree)15'09" east 448.40 feet to a point; thence south 00(degree)02'50" west
125.46 feet to a point;  thence south  89(degree)28'47"  east 670.37 feet to the
east line of the northwest quarter of Section 11; thence south  00(degree)12'10"
west 115.01 feet to the POINT OF BEGINNING.


<PAGE>

                             FLORIDA ACKNOWLEDGEMENT

STATE OF ____________________ )

COUNTY OF __________________  )



      I hereby  certify on this day,  before me, an officer duly  authorized  to
administer    oaths    and    take    acknowledgments,    personally    appeared
__________________, and __________________,  known to me to the be the President
and  Secretary,   respectively  of  Fox  Capital  Management  Corporation,   the
corporation  in whose name the  foregoing  instrument  was  executed  as general
partner of Fox Partners  III, a  California  general  partnership,  which is the
general partner of Century Properties Fund XX, a California limited partnership,
and that ___________ and ___________ severally  acknowledged  executing the same
for such  corporation,  freely and  voluntarily,  under authority duly vested in
them by said  corporation,  and  that  the  seal  affixed  thereto  is the  true
corporate  seal of said  corporation.  (Check one) |_| Said person(s) (is) (are)
personally  known to me.  |_| Said  person(s)  provided  the  following  type of
identification: ______________________


     Witness my hand and  official  seal in the County and State last  aforesaid
this
_____ day of ________________________, A.D. 2000.



Notary Rubber Stamp Seal                  Notary Signature

                                          ------------------------------------
                                          Printed Notary Signature


<PAGE>

                                 EXHIBIT 7.2.1.2

                              FORM OF BILL OF SALE

      This Bill of Sale  ("Assignment")  is executed by CENTURY  PROPERTIES FUND
XX, a California limited  partnership  ("Seller"),  in favor of HOUSING SYSTEMS,
INC., a Georgia corporation ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of March 15, 2000 ("Purchase  Contract"),  in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
(collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Property (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

1. As used herein,  the term "Property" shall mean the following property to the
extent said  property is owned by Seller and used in, held for use in connection
with, or necessary for the operation of the Project:

a. Property  Contracts.  All of Seller's rights and interests in and to purchase
orders,  maintenance,  service or utility  contracts or similar  contracts which
relate to the ownership, maintenance, construction or repair or operation of the
Project.

b. Leases. All of Seller's rights and interests in and to leases, subleases, and
other occupancy  agreements,  whether or not of record, which provide for use or
occupancy of space or facilities on or relating to the Project.

c.  Licenses and  Permits.  All of Seller's  rights and  interests in and to all
licenses or permits granted by governmental authorities having jurisdiction over
the Project and utilized with respect to the Project.

d. Fixtures and Tangible Personal Property.  All of Sellers rights and interests
in and to all fixtures, furniture, furnishings,  fittings, equipment, machinery,
apparatus,  appliances  and other  articles of tangible  personal  property  now
located on the Project or in the  improvements  thereon  and used in  connection
with any present or future  occupation  or  operation  of all or any part of the
Project.

            The term "Property"  shall not include any of the foregoing:  (i) to
the extent the same are excluded or reserved to Seller  pursuant to the Purchase
Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
the sale or transfer  thereof  requires  consent or approval of any third party,
which consent or approval is not obtained by Seller. Nothing herein shall create
a transfer or assignment of  intellectual  property or similar assets of Seller.

2. Assignment.  Seller hereby assigns, sells and transfers,  without recourse or
warranty, to Purchaser all of Seller's right, title and interest, if any, in and
to the  Property,  subject  to any rights of consent  as  provided  therein.

3.  Assumption.  Purchaser  expressly  agrees to assume and hereby  assumes  all
liabilities  and  obligations of the Seller in connection  with the Property and
agrees to perform all of the covenants  and  obligations  of Seller  thereunder.
Purchaser further agrees to indemnify,  defend and hold Seller harmless from and
against any and all cost,  loss,  harm or damage  which may arise in  connection
with the  Property.  Seller  agrees  to  indemnify,  defend  and hold  Purchaser
harmless from and against any and all cost,  loss,  harm or damage in connection
with the Property  which arises out of any act or omission  which could not have
reasonably  been  discovered  by  Purchaser  during the  Feasibility  Period (as
defined in the Purchase Contract), and which arises out of the acts of Seller or
its agents prior to the date hereof.

4. Counterparts.  This Assignment may be executed in counterparts, each of which
shall be deemed an original, and both of which together shall constitute one and
the same instrument.

5. Attorneys'  Fees. If any action or proceeding is commenced by either party to
enforce its rights under this Assignment, the prevailing party in such action or
proceeding  shall be  entitled  to recover  all  reasonable  costs and  expenses
incurred in such action or proceeding,  including reasonable attorneys' fees and
costs, in addition to any other relief awarded by the court.

6.    Applicable Law.  This Assignment shall be governed by and interpreted in
accordance with the laws of the State of Florida.

7. Titles and Section Headings.  Titles of sections and subsections contained in
this Assignment are inserted for convenience of reference only, and neither form
a  part  of  this  Assignment  or  are  to  be  used  in  its   construction  or
interpretation.

8.    Binding Effect.  This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees, successors, and
assigns.

9.  Entire  Agreement;   Modification.  This  Assignment  supersedes  all  prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

WITNESS the signatures and seals of the undersigned.

Dated:  ___________, 2000


                                     Seller:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

                                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its general partner

                                        By:  Fox Capital Management Corporation,
                                               a California corporation,
                                               Its general partner

                                               By:
                                               Name:
                                               Title:


                                   Purchaser:

                                    HOUSING SYSTEMS, INC.,
                                    a Georgia corporation

                                    By:
                                      Name:

                                     Title:

                                    By:
                                      Name:

                                     Title:


<PAGE>

                                 Exhibit 7.2.1.3

                               GENERAL ASSIGNMENT

      This General  Assignment  ("Assignment") is executed by CENTURY PROPERTIES
FUND  XX, a  California  limited  partnership  ("Seller"),  in favor of  HOUSING
SYSTEMS, INC., a Georgia corporation ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of March 15, 2000 ("Purchase  Contract"),  in which Seller
has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
described in Exhibit "A" attached thereto and the  improvements  located thereon
collectively, the "Project").

      Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
recourse or warranty, to Purchaser all of Seller's right, title and interest, if
any, in and to the Miscellaneous Property Assets (as hereinafter defined).

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
follows:

      1. As used herein, the term "Miscellaneous Property Assets" shall mean all
contract rights, leases, concessions,  warranties,  plans, drawings, trade names
and other items of intangible  personal  property to the extent said property is
owned by Seller and used in, held for use in  connection  with, or necessary for
the  operation of the Project  (other than  Seller's  proprietary  information),
including  all rights of Seller,  if any, in and to the name  "Harbor Club Downs
Apartments".

            The term  "Miscellaneous  Property  Assets" shall not include any of
the  foregoing:  (i) to the extent the same are  excluded  or reserved to Seller
pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
(ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
approval  of any third  party,  which  consent or  approval  is not  obtained by
Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
property or similar assets of Seller.

     2. Assignment. Seller hereby assigns, sells and transfers, without recourse
or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
and to the  Miscellaneous  Property Assets,  subject to any rights of consent as
provided therein.

      3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
liabilities and  obligations of the Seller in connection with the  Miscellaneous
Property  Assets and agrees to perform all of the covenants and  obligations  of
Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
harmless from and against any and all cost, loss, harm or damage which may arise
in connection with the Miscellaneous Property Assets, pertaining to acts arising
on and after the date hereof.  Seller  further  agrees to indemnify,  defend and
hold Purchaser  harmless from and against any and all cost, loss, harm or damage
which may arise in connection with the Miscellaneous  Property Assets before the
date hereof.

     4. Counterparts.  This Assignment may be executed in counterparts,  each of
which shall be deemed an original,  and both of which together shall  constitute
one and the same instrument.

      5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
party to enforce its rights under this Assignment,  the prevailing party in such
action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
expenses incurred in such action or proceeding,  including reasonable attorneys'
fees and costs, in addition to any other relief awarded by the court.

     6. Applicable Law. This Assignment  shall be governed by and interpreted in
accordance with the laws of the State of Florida.

     7.  Titles  and  Section  Headings.  Titles  of  sections  and  subsections
contained in this Assignment are inserted for convenience of reference only, and
neither form a part of this Assignment or are to be used in its  construction or
interpretation.

     8. Binding Effect.  This Assignment  shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.

     9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.

                       [Remainder of Page Intentionally Left Blank]



<PAGE>

      WITNESS the signatures and seals of the undersigned.

      Dated:  ___________, 2000


                                     Seller:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

                                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its general partner

                                       By:  Fox Capital Management Corporation,
                                               a California corporation,
                                               Its general partner

                                               By:
                                               Name:
                                               Title:


                                   Purchaser:

                                    HOUSING SYSTEMS, INC.,
                                    a Georgia corporation

                                    By:
                                      Name:

                                     Title:

                                    By:
                                      Name:

                                     Title:


<PAGE>
                                    Exhibit B

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT ("Escrow Agreement") is made this 15th day of March,
2000, by and among CENTURY PROPERTIES FUND XX, a California limited  partnership
("Seller"),  HOUSING SYSTEMS,  INC., a Georgia  corporation  ("Purchaser"),  and
FIDELITY NATIONAL TITLE INSURANCE COMPANY ("Escrow Agent");

                                   WITNESSETH:

      Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
Contract (the "Purchase  Contract")  made and dated as of the 15th day of March,
2000; and

      Whereas,  the Purchase Contract requires that Purchaser provide an initial
deposit in the amount of Fifty Thousand and no/100 Dollars  ($50,000.00) in cash
(the "Initial Deposit"),  to be held pursuant to an escrow agreement approved by
Purchaser and Seller; and

      Whereas,  the  Purchase  Contract  requires  that,  on or before 5:00 p.m.
Eastern time on the date of expiration of the Feasibility  Period (as defined in
the Purchase Contract), Purchaser shall provide an additional deposit in the sum
of  One  Hundred  Thousand  and  no/100  Dollars   ($100,000.00)  in  cash  (the
"Additional Deposit"), to be held by Escrow Agent.

      Now, therefore, the parties agree to the following:

1. Establishment of Escrow.  Escrow Agent hereby  acknowledges  receipt of Fifty
Thousand  and no/100  dollars  ($50,000.00)  in cash  (constituting  the Initial
Deposit),  to be  deposited,  held,  invested,  and disbursed for the benefit of
Seller and Purchaser and their  respective  successors and assigns,  as provided
herein and as  provided  in the  Purchase  Contract.  Escrow  Agent also  hereby
acknowledges  receipt of a quitclaim  deed executed by Purchaser a copy of which
is attached (the "Quitclaim  Deed") and agrees to hold and release the Quitclaim
Deed in accordance with the terms of this Escrow Agreement.

2. Investment of Escrow Fund. All funds received by Escrow Agent,  including the
Initial Deposit and the Additional  Deposit  (collectively,  the "Escrow Fund"),
shall be held in insured  accounts and invested in such  short-term,  high-grade
securities,  money market funds or accounts,  interest  -bearing bank  accounts,
bank  certificates of deposit or bank repurchase  agreements as Escrow Agent, in
its  discretion,  deems  suitable  (provided  that Escrow Agent shall invest the
Escrow  Fund as jointly  directed  by Seller  and  Purchaser  should  Seller and
Purchaser each in their respective sole discretion determine to issue such joint
investment instructions to the Escrow Agent) and all interest and income thereon
shall become part of the Escrow Fund and shall be remitted to the party entitled
to the Escrow Fund, as set forth below.

3.  Application  of Escrow  Fund.  Escrow  Agent  shall hold the Escrow  Fund as
provided  above and (a) if the sale of the  Property is closed by the date fixed
therefor (or any extension  date provided for by mutual  written  consent of the
parties hereto,  given or withheld in their respective sole discretion),  Escrow
Agent shall return the  Quitclaim  Deed to Purchaser and deliver the Escrow Fund
to Seller in immediately available funds by wire transfer in accordance with the
instructions  of  Seller  on the  Closing  Date  as set  forth  in the  Purchase
Contract,  (b) if the sale of the  Property  is not  closed  by the  date  fixed
therefor  (or any such  extension  date) owing to failure of  satisfaction  of a
condition  precedent to Purchaser's  obligations,  the Escrow Agent shall return
and  refund  the  Escrow  Fund to  Purchaser  and shall  forthwith  deliver  the
Quitclaim  Deed to Seller,  (c) if the sale of the Property is not closed by the
date fixed therefor (or any such extension date) owing to failure of performance
by Seller,  Purchaser  shall give  Notice to the Escrow  Agent and Seller and in
such  Notice  shall state  whether it elects as its remedy  return of the Escrow
Fund or specific  performance  of the Purchase  Contract;  if  Purchaser  elects
return of the Escrow Fund,  Escrow Agent shall return and refund the Escrow Fund
to Purchaser and shall  forthwith  deliver the Quitclaim Deed to Seller,  (d) if
the sale of the  Property is not closed by the date fixed  therefor (or any such
extension date) owing to failure of performance by Purchaser, Escrow Agent shall
forthwith  deliver  to  Seller  the  Quitclaim  Deed  and  the  Escrow  Fund  in
immediately available funds by wire transfer in accordance with the instructions
of Seller,  and (e) if Purchaser shall have canceled the Purchase Contract on or
before the  expiration  of the  Feasibility  Period (as defined in the  Purchase
Contract), the Escrow Agent shall return and refund the Escrow Fund to Purchaser
and shall forthwith deliver the Quitclaim Deed to Seller.

      If on or prior to the termination of the Escrow Agreement,  a party claims
to be entitled to payment of the Escrow Fund under the  provisions  referred to,
such party  shall give  Notice to the  Escrow  Agent and the other  party of the
claim in writing,  describing  in such  Notice the nature of the claim,  and the
provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
other party sends the Escrow Agent a written objection to the claim, with a copy
concurrently to the claiming  party,  within ten (10) days after delivery of the
Notice of claim, the claim shall be conclusively presumed to have been approved.
In such case, or in the event of mutual written  consent of the parties  hereto,
given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
within  two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
immediately preceding paragraph.

      When all monies  held by Escrow  Agent have been  finally  distributed  in
accordance herewith, this Escrow Agreement shall terminate.

4. Liability. Escrow Agent will be obligated to perform only the duties that are
expressly set forth herein. In case of conflicting demands upon Escrow Agent, it
may (i) refuse to comply  therewith as long as such  disagreement  continues and
make no delivery or other  disposition  of any funds or property  then held (and
Escrow  Agent  shall not be or  become  liable  in any way for such  failure  or
refusal to comply with such conflicting or adverse claims or demands, except for
its failure to exercise due care,  willful breach and willful  misconduct);  and
(ii) continue to so refrain and so refuse to act until all differences have been
adjusted by agreement  and,  Escrow Agent has been  notified  thereof in writing
signed  jointly by Seller and  Purchaser or (iii) to  interplead  the portion of
Escrow Fund in dispute.

5. No  Obligation  to Take Legal  Action.  Escrow  Agent  shall not be under any
obligation to take any legal action in connection with this Escrow  Agreement or
for its enforcement,  or to appear in, prosecute,  or defend any action or legal
proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
furnished  with  satisfactory  security  and  indemnity  against all such costs,
expenses, losses, or liabilities.

6. Status of Escrow Agent.  Escrow Agent is to be  considered  and regarded as a
depository  only, and shall not be responsible or liable (except for its failure
to exercise due care, willful breach or willful  misconduct) for the sufficiency
or  correctness as to form,  manner of execution,  or validity of any instrument
deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
shall be limited to the  safekeeping of the Quitclaim  Deed and the  safekeeping
and investment of money,  instruments,  and securities  received by it as Escrow
Agent  and  for  their  disbursement  in  accordance  with  the  written  escrow
instructions given it in accordance with this Escrow Agreement.

7. Written  Instructions  of Parties.  Notwithstanding  any  contrary  provision
contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
authority and the duty and obligation to pay over and disburse the principal and
interest  of the Escrow Fund AND  Quitclaim  Deed in  accordance  with the joint
written instructions signed by Seller and Purchaser.

8. Notices.  Any required or permitted Notice or other  communication under this
Escrow Agreement  ("Notice") shall be given as follows.  All Notices,  requests,
demands  and other  communications  hereunder  shall be deemed to have been duly
given if the same shall be in writing and shall be delivered  personally or sent
by federal  express  or other  recognized  national  overnight  courier  service
maintaining  records of  delivery,  or sent by  registered  or  certified  mail,
postage pre-paid, and addressed as set forth below:

            If to Seller:                     If to Purchaser:

            Century Properties Fund XX        Housing Systems, Inc.
            2000 South Colorado Boulevard,    5505 Interstate N. Parkway, N.W.
            Tower Two, Suite 2-1000,          Atlanta, Georgia 30328-3074
            Denver, Colorado  80222           Attn:  Mr. Russell Greer
            Attn:  Mr. Harry Alcock

                  And                               With a copy to

            Argent Real Estate                Schreeder, Wheeler & Flint, LLP
            1401 Brickell Avenue, Suite 520   127 Peachtree Street, N.E.
            Miami, Florida  33131             1600 Candler Building
            Attn:  Mr. David Marquette        Atlanta, Georgia  30303-1845
                                              Attn:  Clifford A. Barshay, Esq.

                  With a copy to              If to Escrow Agent:

            Loeb & Loeb, LLP                  First American Title Insurance
            1000 Wilshire Boulevard, Suite    Company
            1800                              ________________________
            Los Angeles, California  90017    ________________________
            Attn: Andrew S. Clare, Esq.       Attn: ____________________
                  Karen N. Higgins, Esq.

      Any party may change the address to which  Notices are to be  addressed by
giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
Notices, requests, demands and other communications shall be deemed to have been
delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
(ii) as of the day of receipt or attempted delivery date in the case of delivery
by air courier,  or (iii) as of the date of receipt or first attempted delivery,
as evidenced by the return  receipt card, in the case of mailing by certified or
registered United States mail.

9. Fee. Escrow Agent shall receive a fee of $300.00 for its services  hereunder,
and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
including  reasonable  attorney's  fees,  incurred  or paid in  connection  with
carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
fail to act as required by this Escrow Agreement.

10. Titles and Section Headings. Titles of sections and subsections contained in
this Escrow  Agreement  are inserted for  convenience  of  reference  only,  and
neither  form a  part  of  this  Escrow  Agreement  or  are  to be  used  in its
construction or interpretation.

11.  Counterparts.  This  Escrow  Agreement  may be  executed  in any  number of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

12. Non-Waiver. No waiver by either party of any breach of any term or condition
of this Escrow  Agreement  shall operate as a waiver of any other breach of such
term or condition or of any other term or condition.  No failure to enforce such
provision  shall operate as a waiver of such provision or of any other provision
hereof,  or  constitute  or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Escrow Agreement.

13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees,  successors, and
assigns.  The parties  recognize and  acknowledge  that the powers and authority
granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
judgment in the  performance  of any function  hereunder,  except for failure to
exercise due care, willful breach and willful misconduct.

14. Nonlimitation of Liability.  Nothing contained herein shall in any way limit
the  liabilities,  obligations and remedies of Seller and Purchaser as set forth
in the Purchase Contract.

15.  Governing Law. This Escrow  Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

16.   Time of Essence.  Time is of the essence of this Escrow Agreement.

17. Entire Agreement;  Modification.  This Escrow Agreement supersedes all prior
agreements  and  constitutes  the entire  agreement  with respect to the subject
matter hereof.  It may not be altered or modified without the written consent of
all parties.

      In witness  whereof  each of the  parties  hereto has caused  this  Escrow
Agreement to be executed  under seal on its behalf by duly  authorized  persons,
all as of the day and year first above written.

                                     Seller:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

                                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its general partner

                                       By:  Fox Capital Management Corporation,
                                               a California corporation,
                                               Its general partner

                                               By:
                                               Name:
                                               Title:


                                   Purchaser:

                                    HOUSING SYSTEMS, INC.,
                                    a Georgia corporation

                                    By:
                                      Name:

                                     Title:

                                    By:
                                      Name:

                                     Title:

                                    FIRST AMERICAN TITLE INSURANCE COMPANY

                                    By:

                                    Title:

<PAGE>

                                TABLE OF CONTENTS

                                                                          Page

ARTICLE 1   DEFINED TERMS...................................................2

ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................4

ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................4

ARTICLE 4   FINANCING.......................................................6

ARTICLE 5   FEASIBILITY PERIOD..............................................6

ARTICLE 6   TITLE...........................................................8

ARTICLE 7   CLOSING........................................................11

ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS
            OF SELLER AND PURCHASER........................................14

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................18

ARTICLE 10  BROKERAGE......................................................19

ARTICLE 11  POSSESSION.....................................................19

ARTICLE 12  DEFAULTS AND REMEDIES..........................................19

ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................20

ARTICLE 14  RATIFICATION...................................................21

ARTICLE 15  EMINENT DOMAIN.................................................21

ARTICLE 16  MISCELLANEOUS..................................................21

<PAGE>


                                                                  Exhibit 10.17

                       REINSTATMENT AND FIRST AMENDMENT TO

                           PURCHASE AND SALE CONTRACT

                                  (Harbor Club)

      This Reinstatement and First Amendment To Purchase and Sale Contract (this
"Agreement")  is entered  into as of the 3rd day of May,  2000,  by and  between
HOUSING  SYSTEMS,  INC.,  a  Georgia  corporation  ("Purchaser"),   and  CENTURY
PROPERTIES FUND XX, a California limited partnership ("Seller"), with respect to
an escrow  established with Fidelity  National Title Insurance  Company ("Escrow
Agent").

                                         RECITALS

A. Purchaser and Seller  executed that certain  Purchase and Sale Contract dated
as of March 15, 2000 (the  "Contract"),  pursuant to which Seller agreed to sell
and  Purchaser  agreed to purchase,  certain real  property  located in Pinellas
County, Florida.

B.  Pursuant  to the  Contract,  Purchaser  placed an earnest  money  deposit of
$50,000 (the "Deposit") into an escrow established with Escrow Agent.

C. The  Contract  was  terminated  by  Purchaser  at the end of the  Feasibility
Period.

D.  Purchaser and Seller desire to enter into this  Agreement for the purpose of
(i) reinstating the Contract, as if such Contract had never been terminated; and
(ii) amending the Contract as more fully described below.

E.  Capitalized  terms not  otherwise  defined  herein  shall have the  meanings
ascribed to them in the Contract.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser agree as follows:

1.  Reinstatement.  The Contract is hereby  reinstated  as if such  Contract had
never been  terminated  and shall remain in full force and effect and binding on
the parties hereto, subject to the terms and conditions thereof and hereof.

2.  Feasibility  Period.  Purchaser  hereby  agrees  and  acknowledges  that the
Feasibility  Period has expired and that, except for the closing  conditions set
forth in Section 9.1 of the Contract,  all of the  contingencies  to Purchaser's
closing on its  purchase of the Property  pursuant to the  Contract  (including,
without  limitation,  those relating to Purchaser's  review of title  documents)
have been satisfied or waived.

3.  Additional  Deposit.  At or before  5:00 p.m.  Eastern  time on May 5, 2000,
Purchaser shall deliver to Escrow Agent the Additional Deposit in the sum of One
Hundred Thousand and No/100 Dollars ($100,000.00).

4. Purchase  Price.  Section 3.1 of the Contract is hereby amended such that the
Purchase Price shall be Eleven Million and No/100 Dollars ($11,000,000.00).

5. Closing Date. Section 7.1.1 of the Contract is hereby amended to provide that
the Closing shall take place on or before June 5, 2000 (the  "Scheduled  Closing
Date"), subject to the extension rights provided in Section 7.1.2.

6. Purchaser's  Extension Option.  Purchaser shall have the option (the "Closing
Extension  Option") to extend the Closing an  additional  fifteen (15)  calendar
days beyond the Scheduled  Closing Date upon the  occurrence of, and subject to,
the following  conditions:  (i) concurrently  with the delivery of the Extension
Notice  (defined  below),  Purchaser shall deliver to Escrow Agent an additional
sum in the amount of One Hundred Thousand and No/100 Dollars  ($100,000.00),  in
cash (the "Closing  Extension  Option  Deposit");  (ii) Purchaser shall not have
breached any of its obligations under the Contract, as hereby amended; and (iii)
all of Purchaser's  representations  and warranties  contained in Section 8.2 of
the  Contract  shall be true  and  correct  as of the  date on  which  Purchaser
notifies  Seller  and  Escrow  Agent  of  Purchaser's  exercise  of the  Closing
Extension Option. Purchaser's Closing Extension Option shall be exercised, if at
all,  by prior  written  notice to  Seller  and  Escrow  Agent  (the  "Extension
Notice"),  received no later than five (5) Business Days prior to the expiration
of the Scheduled Closing Date.

      Purchaser hereby agrees that the Closing  Extension Option Deposit,  which
shall  be  credited  toward  the  Purchase  Price  at  the  Closing,   shall  be
non-refundable  when paid,  except in the event the sale of the  Property is not
consummated  due to a default by Seller.  Purchaser  further  agrees that,  upon
delivery of the Closing  Extension Option Deposit to Escrow Agent,  Escrow Agent
shall be authorized by Purchaser to disburse the Deposit, the Additional Deposit
and the Closing Extension Option Deposit to Seller.  Such authorization shall be
effective  upon the  delivery to Escrow  Agent of a copy of this  Agreement  and
shall be irrevocable.

7. Assumption of Existing Mortgage.  Purchaser may contact Seller's lender which
holds the  existing  mortgage  on the  Property  (the  "Lender")  to  attempt to
purchase  the  Property  subject  to  such  mortgage;  provided,  however,  that
Purchaser's  purchase  of the  Property  shall  not be  subject  to  Purchaser's
assumption of Seller's loan (the "Existing Loan"). If Purchaser is successful in
obtaining the Lender's  consent to Purchaser's  assumption of the Existing Loan,
Seller agrees to execute any documents  necessary to effectuate such assumption,
provided that such documents shall be reasonably acceptable to Seller, Purchaser
shall pay all of Seller's  costs in  connection  therewith,  and Seller shall be
released from any and all liability under the Existing Loan.

8. Lead Based  Paint  Warning  Statement.  EVERY  PURCHASER  OF ANY  INTEREST IN
RESIDENTIAL  REAL  PROPERTY ON WHICH A  RESIDENTIAL  DWELLING WAS BUILT PRIOR TO
1978 IS NOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEAD FROM LEAD-BASED
PAINT THAT MAY PLACE YOUNG CHILDREN AT RISK OF DEVELOPING LEAD  POISONING.  LEAD
POISONING IN YOUNG CHILDREN MAY PRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDING
LEARNING DISABILITIES,  REDUCED INTELLIGENCE QUOTIENT,  BEHAVIORAL PROBLEMS, AND
IMPAIRED MEMORY.  LEAD POISONING ALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN.
THE SELLER OF ANY INTEREST IN  RESIDENTIAL  REAL PROPERTY IS REQUIRED TO PROVIDE
THE BUYER WITH ANY INFORMATION ON LEAD-BASED PAINT HAZARDS FROM RISK ASSESSMENTS
OR  INSPECTIONS  IN THE  SELLER'S  POSSESSION  AND NOTIFY THE BUYER OF ANY KNOWN
LEAD-BASED  PAINT  HAZARDS.   A  RISK  ASSESSMENT  OR  INSPECTION  FOR  POSSIBLE
LEAD-BASED PAINT HAZARDS IS RECOMMENDED PRIOR TO PURCHASE.

9. Counterparts.  This Agreement may be executed in counterparts,  each of which
when compiled together shall constitute one and the same original.

10. No Further  Modifications.  All other terms and  conditions  of the Contract
remain in full force and effect.

<PAGE>


      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Agreement
as of the date written above.

                                     SELLER:

                                    CENTURY PROPERTIES FUND XX,
                                    a California limited partnership

                                    By:   Fox Partners III,
                                          a California general partnership,
                                          Its general partner

                                       By:  Fox Capital Management Corporation,
                                               a California corporation,
                                               Its general partner


                                               By:
                                               Name:
                                               Title:


                                   PURCHASER:

                                    HOUSING SYSTEMS, INC.,
                                    a Georgia corporation

                                    By:
                                    Name:

                                    Title: