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, 2001


[ ]   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 0-13418


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



         California                                               94-2939418
(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  preceding  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 GROWTH FUND XXII
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                                  June 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,509
   Receivables and deposits                                                   1,427
   Restricted escrows                                                           468
   Other assets                                                               1,322
   Investment properties:
      Land                                                   $ 14,396
      Buildings and related personal property                 125,886
                                                              140,282
      Less accumulated depreciation                           (68,235)       72,047
                                                                           $ 76,773
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                          $ 614
   Tenant security deposit liabilities                                          381
   Accrued property taxes                                                     1,202
   Other liabilities                                                            742
   Mortgage notes payable                                                    71,290

Partners' (Deficit) Capital
   General partner                                           $ (8,383)
   Limited partners (82,848 units issued and
      outstanding)                                             10,927         2,544
                                                                           $ 76,773



         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>
b)

                       CENTURY PROPERTIES GROWTH FUND XXII
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                            Three Months Ended         Six Months Ended
                                                 June 30,                  June 30,
                                            2001         2000          2001        2000
Revenues:
<S>                                       <C>           <C>          <C>          <C>
  Rental income                           $ 5,450       $ 5,519      $10,927      $10,967
  Other income                                387           359          737          613
  Casualty gain                                --            --           74           --
     Total revenues                         5,837         5,878       11,738       11,580

Expenses:
  Operating                                 1,951         1,852        3,779        3,652
  General and administrative                  143            85          282          174
  Depreciation                              1,253         1,195        2,499        2,366
  Interest                                  1,440         1,459        2,887        2,913
  Property taxes                              547           483        1,081        1,022
     Total expenses                         5,334         5,074       10,528       10,127

Net income                                 $ 503         $ 804       $ 1,210      $ 1,453

Net income allocated to general
  partner                                   $ 59         $ 94         $ 143        $ 171
Net income allocated to limited
  partners                                    444           710        1,067        1,282

                                           $ 503         $ 804       $ 1,210      $ 1,453

Net income per limited partnership
  unit                                     $ 5.36       $ 8.57       $ 14.61      $ 15.47

Distributions per limited partnership
  unit                                    $ 14.41       $ 24.01      $ 31.84      $ 35.72

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

c)

                     CENTURY PROPERTIES GROWTH FUND XXII
       CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)
                       (in thousands, except unit data)

<TABLE>
<CAPTION>


                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

<S>                                   <C>          <C>        <C>          <C>
Original capital contributions        82,848       $ --       $82,848      $82,848

Partners' (deficit) capital at
   December 31, 2000                  82,848     $(8,173)     $12,498      $ 4,325

Net income for the six months
   ended June 30, 2001                    --         143        1,067        1,210

Distributions to partners                 --        (353)      (2,638)      (2,991)

Partners' (deficit) capital at
   June 30, 2001                      82,848     $(8,383)     $10,927      $ 2,544


         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

d)

                       CENTURY PROPERTIES GROWTH FUND XXII
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Six Months Ended
                                                                        June 30,
                                                                 2001         2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $ 1,210      $ 1,453
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                 2,499        2,366
     Amortization of loan costs                                     105          103
     Casualty gain                                                  (74)          --
     Change in accounts:
      Receivables and deposits                                      354       (1,113)
      Other assets                                                 (171)         (54)
      Accounts payable                                              243           15
      Tenant security deposit liabilities                           (19)          36
      Accrued property taxes                                         87         (191)
      Other liabilities                                             (97)        (240)
        Net cash provided by operating activities                 4,137        2,375

Cash flows from investing activities:
  Property improvements and replacements                         (1,234)        (960)
  Net withdrawals from (deposits to) restricted escrows              62         (124)
  Insurance proceeds received                                       104           --
        Net cash used in investing activities                    (1,068)      (1,084)

Cash flows from financing activities:
  Principal payments on mortgage notes payable                     (334)        (376)
  Distributions to partners                                      (2,991)      (3,356)
        Net cash used in financing activities                    (3,325)      (3,732)

Net decrease in cash and cash equivalents                          (256)      (2,441)

Cash and cash equivalents at beginning of period                  1,765        3,653
Cash and cash equivalents at end of period                      $ 1,509      $ 1,212

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,787      $ 2,810

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

e)

                       CENTURY PROPERTIES GROWTH FUND XXII
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties  Growth  Fund  XXII (the  "Partnership"  or  "Registrant")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of Fox  Capital  Management  Corporation
("FCMC" or the  "Managing  General  Partner"),  a  California  corporation,  the
managing general partner of the Partnership's  general partner,  all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2001, are not necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2001.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal year ended  December 31, 2000. The Managing  General  Partner is a wholly
owned subsidiary of Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust.

Principles of Consolidation

The Partnership's consolidated financial statements include the accounts of Wood
Creek CPGF 22, L.P., Plantation Creek CPGF 22, L.P., Stoney Creek CPGF 22, L.P.,
Four Winds CPGF 22, L.P.,  Coopers Point CPGF 22, L.P.,  Hampton Greens CPGF 22,
L.P., Century Stoney Greens,  L.P. and Copper Mill CPGF 22, L.P. The Partnership
owns a 100%  interest in each of these  partnerships,  and it has the ability to
control the major operating and financial  policies of these  partnerships.  All
interpartnership transactions have been eliminated.

Segment Reporting

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.

Note B - 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, 2001 and 2000:

                                                                  2001      2000
                                                                  (in thousands)
 Property management fees (included in operating expenses)        $600      $585
 Reimbursement for services of affiliates (included in
   operating and general and administrative expenses
   and investment properties)                                      110        86
 Partnership management incentive allocation (included in
   general partner distribution)                                   299       336

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from all of the Partnership's  properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $600,000  and $585,000 for the six months ended June 30, 2001 and
2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately $110,000 and $86,000 for the
six months ended June 30, 2001 and 2000, respectively.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as  distributed.  Approximately  $299,000 of  Partnership  management  incentive
allocation was paid along with the distributions from operations made during the
six months  ended June 30,  2001.  During  the six months  ended June 30,  2000,
approximately  $336,000 of Partnership  management incentive allocation was paid
along with the  distributions  from  operations.  The  incentive  allocation  is
accounted for as a distribution to the general  partner,  in accordance with the
terms of the Partnership Agreement.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership has no outstanding  amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

AIMCO and its affiliates owned 45,240.50 limited partnership units (the "Units")
in the  Partnership  representing  54.61% of the  outstanding  Units at June 30,
2001. 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.  As a result of its ownership of 54.61% of the outstanding Units, AIMCO
is in a  position  to  influence  all  voting  decisions  with  respect  to  the
Registrant. 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 its affiliation with the Managing  General Partner.  However,
with  respect to  17,023.50  Units,  such  affiliates  are required to vote such
Units: (i) against any increase in compensation  payable to the Managing General
Partner or to affiliates;  and (ii) on all other matters  submitted by it or its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the foregoing,  no other limitations are imposed on such affiliates' ability
to influence voting decisions with respect to the Partnership.

Note C - Distributions

During  the  six  months  ended  June  30,  2001,  the  Partnership  distributed
approximately  $2,991,000  (approximately  $2,638,000 to the limited partners or
$31.84 per  limited  partnership  unit) from  operations.  During the six months
ended  June 30,  2000,  the  Partnership  distributed  approximately  $3,356,000
(approximately  $2,959,000  to  the  limited  partners  or  $35.72  per  limited
partnership unit) from operations.

Note D - Casualty Gain

During the six months ended June 30, 2001, a net casualty gain of  approximately
$74,000 was recorded at Stoney Creek  Apartments.  The casualty  gain related to
roof damage caused by a hailstorm in 2000.  The gain was a result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $30,000
of undepreciated fixed assets being written off.

Note E - Subsequent Event

On July 31, 2001, the Partnership  sold Stoney Creek  Apartments to an unrelated
third  party for net  proceeds of  approximately  $14,024,000  after  payment of
closing  costs.  The  Partnership  expects to recognize a gain of  approximately
$6,774,000  as a result of the sale during the third  quarter.  The  Partnership
used  approximately  $6,651,000  of the  net  proceeds  to  repay  the  mortgage
encumbering the property.  In addition,  the Partnership expects to recognize an
extraordinary loss on early extinguishment of debt of approximately  $952,000 as
a result of unamortized loan costs being written off and a prepayment penalty of
approximately  $853,000 for the early repayment of the mortgage  encumbering the
property during the third quarter.

The following pro-forma information reflects the balance sheet and statements of
operation of the Partnership as if Stoney Creek Apartments had been sold January
1, 2000 (in thousands, except unit data).

                                                    June 30, 2001
     Assets
        Cash and cash equivalents                      $ 1,389
        Other assets                                     2,733
        Fixed assets, net                               64,797
                                                       $68,919

     Liabilities and partners' capital
        Liabilities                                    $ 2,636
        Mortgage notes payable                          64,632
        Partners' capital                                1,651
                                                       $68,919
<TABLE>
<CAPTION>

                                        Six Months Ended            Year Ended
                                  June 30, 2001  June 30, 2000   December 31, 2000

<S>                                  <C>            <C>               <C>
  Revenues                           $10,417        $10,327           $20,807
  Total expenses                       9,447          9,075            18,603

  Net income                          $ 970         $ 1,252           $ 2,204
  Net income per limited
    partnership unit                 $ 10.33        $ 13.33           $ 23.46
</TABLE>

Note F - 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,  among other things,  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;  management of
the  partnerships  by the Insignia  affiliates;  and the series of  transactions
which  closed on October 1, 1998 and  February  26, 1999  whereby  Insignia  and
Insignia Properties Trust, respectively,  were merged into AIMCO. 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  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 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 and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  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 properties consist of nine apartment complexes. The
following table sets forth the average  occupancy for each of the properties for
the six months ended June 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Cooper's Pointe Apartments (1)                88%        95%
         North Charleston, South Carolina
      Copper Mill Apartments                        97%        97%
         Richmond, Virginia
      Four Winds Apartments (2)                     92%        95%
         Overland Park, Kansas
      Autumn Run Apartments                         96%        94%
         Naperville, Illinois
      Plantation Creek Apartments (2)               90%        94%
         Atlanta, Georgia
      Wood Creek Apartments                         94%        93%
         Mesa, Arizona
      Promontory Point Apartments (3)               91%        96%
         Austin, Texas
      Hampton Greens Apartments (2)                 91%        96%
         Dallas, Texas
      Stoney Creek Apartments (2)                   94%        97%
         Dallas, Texas

(1)   The decrease in occupancy at Cooper's  Point  Apartments is due to a large
      number of military  transfers out of the North  Charleston area as well as
      new home purchases by tenants.

(2)   The  decrease in  occupancy  at Four Winds  Apartments,  Plantation  Creek
      Apartments,  Hampton Greens Apartments and Stoney Creek Apartments are due
      to increased competition in the complexes' respective areas.

(3)   The decrease in occupancy at  Promontory  Point  Apartments  is due to the
      loss of high technology jobs in the Austin area.


Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2001 was
approximately  $1,210,000  as  compared  to  approximately  $1,453,000  for  the
comparable  period in 2000.  The  decrease in net income is  attributable  to an
increase in total  expenses  slightly  offset by an increase in total  revenues.
Total expenses increased due to an increase in operating, depreciation, property
tax and general and administrative expenses.  Operating expense increased due to
an increase in utilities, especially natural gas, and maintenance expense at the
Partnership's  investment  properties.  Depreciation  expense  increased  due to
property  improvements and replacements during the past twelve months especially
at Four Winds, Wood Creek and Plantation  Creek.  Property tax expense increased
due to an increase  in the  assessed  values by the local  taxing  authority  at
Plantation  Creek  Apartments,   Stoney  Creek  Apartments  and  Hampton  Greens
Apartments.  General and administrative  expense increased due to an increase in
professional fees associated with the administration of the Partnership.

Total revenues  increased due to an increase in other income and a casualty gain
at Stoney  Creek  Apartments  discussed  below  offset by a  decrease  in rental
income. Other income increased due to increases in utility reimbursements at all
of the  investment  properties,  corporate  housing  revenue at Copper Mill, and
interest income at all of the investment properties. Rental income decreased due
to decreases in occupancy at six of the Partnership's investment properties.

During the six months ended June 30, 2001, a net casualty gain of  approximately
$74,000 was recorded at Stoney Creek  Apartments.  The casualty  gain related to
roof damage caused by a hailstorm in 2000.  The gain was a result of the receipt
of insurance proceeds of approximately  $104,000 offset by approximately $30,000
of undepreciated fixed assets being written off.

The  Partnership's  net income  for the three  months  ended  June 30,  2001 was
approximately  $503,000 as compared to approximately $804,000 for the comparable
period in 2000.  The  decrease in net income is  attributable  to an increase in
total expenses and a decrease in total revenues. Total expenses increased due to
increases   in   operating,   depreciation,   property   tax  and   general  and
administrative expenses, as discussed above.

Total revenues  decreased due to a decrease in rental income  slightly offset by
an increase in other income. The decrease in rental income was due to a decrease
in occupancy at six of the  Partnership's  investment  properties.  Other income
increased due to increases in utility  reimbursements  at all of the properties,
corporate housing revenue at Copper Mill Apartments,  and interest income at all
of the investment properties.

Included  in general  and  administrative  expenses  are  reimbursements  to the
Managing General Partner allowed under the Partnership  Agreement.  In addition,
costs associated with the quarterly and annual communications with investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties 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.

Capital Resources and Liquidity

At June 30, 2001, the Partnership had cash and cash equivalents of approximately
$1,509,000 as compared to  approximately  $1,212,000 at June 30, 2000.  Cash and
cash equivalents  decreased  approximately  $256,000 from December 31, 2000. The
decrease in cash and cash  equivalents  is due to  approximately  $3,325,000 and
$1,068,000  of cash used in financing and  investing  activities,  respectively,
which was  partially  offset by  approximately  $4,137,000  of cash  provided by
operating  activities.  Cash  used  in  financing  activities  consists  of cash
distributions  to partners and, to a lesser extent,  principal  payments made on
the mortgages encumbering the Partnership's investment properties.  Cash used in
investing  activities  consists of property  improvements and replacements which
were partially offset by net withdrawals from restricted  escrows  maintained by
the  mortgage  lenders and  insurance  proceeds  from a casualty at Stoney Creek
Apartments.  The Partnership  invests its working  capital  reserves in interest
bearing accounts.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  The Partnership has no outstanding  amounts due under this line of
credit. Based on present plans, the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents, the
line of credit is the Partnership's only unused source of liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other operating needs of the  Partnership.  Such assets are currently
thought to be  sufficient  for any  near-term  needs of the  Partnership  and to
comply with Federal, state, and local legal and regulatory requirements. Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Cooper's Pointe

Approximately  $53,000 has been  budgeted for capital  improvements  at Cooper's
Pointe consisting  primarily of appliance and floor covering  replacements.  The
Partnership completed  approximately $45,000 in capital expenditures at Cooper's
Pointe  Apartments  during  the six  months  ended  June  30,  2001,  consisting
primarily  of  floor  covering  replacements  and  interior  decoration.   These
improvements  were funded from  operating  cash flow and  replacement  reserves.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Copper Mill

Approximately  $86,000 has been budgeted for capital improvements at Copper Mill
consisting primarily of floor covering replacement and interior decoration.  The
Partnership  completed  approximately  $36,000 in capital expenditures at Copper
Mill Apartments during the six months ended June 30, 2001,  consisting primarily
of floor covering replacements and interior decoration.  These improvements were
funded from operating cash flow.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Four Winds

Approximately  $337,000 has been budgeted for capital improvements at Four Winds
consisting   primarily  of  appliance,   floor  covering  and  air  conditioning
replacements,  and exterior painting.  The Partnership  completed  approximately
$328,000 in capital  expenditures at Four Winds Apartments during the six months
ended  June 30,  2001,  consisting  primarily  of  exterior  painting  and floor
covering  and  appliance  replacements.  These  improvements  were  funded  from
operating cash flow and replacement  reserves.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Autumn Run

Approximately  $88,000 has been budgeted for capital  improvements at Autumn Run
consisting  primarily  of appliance  and floor  covering  replacements  and HVAC
units. The Partnership  completed  approximately $40,000 in capital expenditures
at Autumn Run Apartments  during the six months ended June 30, 2001,  consisting
primarily of floor covering  replacements,  interior  decoration and HVAC units.
These  improvements  were  funded  from  operating  cash  flow  and  replacement
reserves.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Plantation Creek

Approximately  $205,000 has been budgeted for capital improvements at Plantation
Creek consisting primarily of structural  improvements,  clubhouse construction,
plumbing  enhancements  and  floor  covering  and  appliance  replacements.  The
Partnership completed  approximately $348,000 on budgeted and unbudgeted capital
expenditures at Plantation Creek Apartments during the six months ended June 30,
2001,  consisting primarily of structural  improvements,  flooring and appliance
replacements and clubhouse and swimming pool  construction.  These  improvements
were  funded  from  operating  cash flow and  replacement  reserves.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Wood Creek

Approximately  $210,000 has been budgeted for capital improvements at Wood Creek
consisting  primarily  of  fencing  enhancements,   ground  lighting,   plumbing
fixtures,   air  conditioning  units  and  floor  covering   replacements.   The
Partnership  completed  approximately  $134,000 in capital  expenditures at Wood
Creek Apartments during the six months ended June 30, 2001, consisting primarily
of fencing enhancements and floor covering replacements. These improvements were
funded  from  operating   cash  flow  and   replacement   reserves.   Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Promontory Point

Approximately  $74,000 has been budgeted for capital  improvements at Promontory
Point  consisting  primarily of appliance,  floor covering and air  conditioning
replacements.   The  Partnership  completed  approximately  $56,000  in  capital
expenditures at Promontory Point Apartments during the six months ended June 30,
2001,  consisting  primarily of air  conditioning,  floor covering and appliance
replacements.   These   improvements  were  funded  from  operating  cash  flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Hampton Greens

Approximately  $174,000 has been  budgeted for capital  improvements  at Hampton
Greens  consisting  primarily  of floor  covering  and  appliance  replacements,
interior decoration and fencing. The Partnership completed approximately $87,000
in capital expenditures at Hampton Greens Apartments during the six months ended
June 30, 2001,  consisting  primarily of floor covering  replacements,  interior
decoration,  fencing  and water  heaters.  These  improvements  were funded from
operating cash flow.  Additional  improvements may be considered and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Stoney Creek

Approximately  $216,000  has been  budgeted for capital  improvements  at Stoney
Creek consisting  primarily of floor covering,  air conditioning and counter top
replacements and other  improvements.  The Partnership  completed  approximately
$160,000  in capital  expenditures  at Stoney  Creek  Apartments  during the six
months ended June 30, 2001, consisting primarily of appliance and floor covering
replacements  and  roof  replacements.   These  improvements  were  funded  from
operating  cash flow and  insurance  proceeds.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $71,290,000  is being  amortized  over  varying
periods with balloon  payments due ranging from November  2003 to May 2008.  The
Managing  General Partner will attempt to refinance such remaining  indebtedness
and/or sell the  properties  prior to such  maturity  dates.  If the  properties
cannot be refinanced or sold for a sufficient  amount, the Partnership will risk
losing such properties through foreclosure.

During  the  six  months  ended  June  30,  2001,  the  Partnership  distributed
approximately  $2,991,000  (approximately  $2,638,000 to the limited partners or
$31.84 per  limited  partnership  unit) from  operations.  During the six months
ended  June 30,  2000,  the  Partnership  distributed  approximately  $3,356,000
(approximately  $2,959,000  to  the  limited  partners  or  $35.72  per  limited
partnership unit) from operations.  Future cash distributions will depend on the
levels of cash generated from operations, the availability of cash reserves, and
the  timing  of  debt  maturities,  property  sales,  and/or  refinancings.  The
Partnership's distribution policy is reviewed on a quarterly basis. There can be
no assurance that the Partnership will generate sufficient funds from operations
after required capital  improvements to permit  additional  distributions to its
partners during the remainder of 2001 or subsequent periods.

AIMCO and its affiliates owned 45,240.50 limited partnership units (the "Units")
in the  Partnership  representing  54.61% of the  outstanding  Units at June 30,
2001. 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.  As a result of its ownership of 54.61% of the outstanding Units, AIMCO
is in a  position  to  influence  all  voting  decisions  with  respect  to  the
Registrant. 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 its affiliation with the Managing  General Partner.  However,
with  respect to  17,023.50  Units,  such  affiliates  are required to vote such
Units: (i) against any increase in compensation  payable to the Managing General
Partner or to affiliates;  and (ii) on all other matters  submitted by it or its
affiliates, in proportion to the votes cast by non-tendering unitholders. Except
for the foregoing,  no other limitations are imposed on such affiliates' ability
to influence voting decisions with respect to the Partnership.


<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,  among other things,  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;  management of
the  partnerships  by the Insignia  affiliates;  and the series of  transactions
which  closed on October 1, 1998 and  February  26, 1999  whereby  Insignia  and
Insignia Properties Trust, respectively,  were merged into AIMCO. 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  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 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 and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  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 10.8,  Contract of Sale between  Registrant and Stoney
                  Creek, LLC, a Texas Limited Liability Company,  effective July
                  31, 2001, regarding the sale of Stoney Creek Apartments.

                  Exhibit 10.9, Amendment to Contract of Sale between Registrant
                  and Stoney  Creek,  LLC, a Texas  Limited  Liability  Company,
                  effective  July 31, 2001,  regarding  the sale of Stoney Creek
                  Apartments.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2001.



<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 GROWTH FUND XXII


                                    By:   FOX PARTNERS IV
                                          General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          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>


                           PURCHASE AND SALE CONTRACT

                                     BETWEEN



                           STONEY CREEK CPGF 22, L.P.,

                         a Delaware limited partnership






                                    AS SELLER





                                       AND

                            DALLAS CITY HOMES, INC.,

                         a Texas non-profit corporation





                                  AS PURCHASER


<PAGE>

                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract" or the "Agreement")
is  entered  into as of the 7th day of May,  2001(the  "Effective  Date") by and
between  STONEY CREEK CPGF 22, L.P., a Delaware  limited  partnership,  having a
principal address at 2000 South Colorado Blvd., Tower Two, Suite 2-1000, Denver,
Colorado  80222  ("Seller"),  and DALLAS CITY HOMES,  INC.,  a Texas  non-profit
corporation,  having a principal address at 729 N. Bishop Avenue,  Dallas, Texas
75208 ("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 fee title to the parcel or parcels of real estate  located in
Dallas  County,  Texas,  as more  particularly  described  in Exhibit A attached
hereto and made a part hereof.  Improvements  have been  constructed on the land
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 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 elsewhere 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 Texas.

            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
(subject to  adjustments  provided for herein) for the Property  shall have been
paid to and received by Seller in immediately available U.S. funds.

            1.1.4   "Deed" has the meaning given such term in Section 7.2.1.1.

            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 B, if any, attached hereto.

            1.1.6 "Fixtures and Tangible Personal  Property" means all fixtures,
furniture, furnishings, fittings, equipment, machinery, computers (to the extent
located  on the  Property  and owned by  Seller),  fax  machines  (to the extent
located on the Property and owned by Seller),  copiers (to the extent located on
the Property and owned by Seller),  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,  but only to the
extent transferable. 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,
(ii) property owned or leased by Tenants and guests,  employees or other persons
furnishing goods or services to the Property, (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 C.

     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 described on
Exhibit  A  attached  hereto,  and  all  rights,  privileges  and  appurtenances
pertaining thereto.

            1.1.9  "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  Property or
thereafter entered into as permitted in Section 6.5.

            1.1.10 "Management  Contract" means the agreement(s)  between Seller
and Manager pertaining to the Land and Improvements.

     1.1.11 "Manager" means Insignia  Residential Group of Texas,  Inc., a Texas
corporation, or one of its affiliates.

            1.1.12  "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, but only to the extent  transferable,  excluding,  however, (i)
receivables,  (ii) Property Contracts,  (iii) Leases, (iv) Permits, (v) Fixtures
and Tangible  Personal  Property,  (vi) Security  Deposits,  (vii) cash or other
funds, whether in petty cash or house "banks," or on deposit in bank accounts or
in transit for deposit, (viii) refunds, rebates or other claims, or any interest
therein, for periods or events occurring prior to the Closing Date, (ix) utility
and similar  deposits,  (x)  insurance or other  prepaid  items,  (xi)  Seller's
proprietary books and records, and (xii) the Management Contract,  except to the
extent that Seller receives a credit on the closing statement for any such item.
The term "Miscellaneous  Property Assets" shall also include the following,  but
only to the  extent  owned by Seller and in  Seller's  possession:  site  plans,
surveys,  soil  and  substrata  studies,  architectural  renderings,  plans  and
specifications,  engineering plans and studies, floor plans, tenant data sheets,
landscape  plans and other plans or studies of any kind, if any, which relate to
the Land and or the Improvements or the Fixtures and Tangible Personal Property.
The term  "Miscellaneous  Property  Assets"  shall also  include all of Seller's
rights, if any, in and to the name "STONEY CREEK APARTMENTS".

            1.1.13  "Mortgage" shall have the meaning given such term in Section
6.4.

          1.1.14 "Mortgagee" means the current holder of record of the Mortgage.

            1.1.15   "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 Lease.

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

            1.1.17  "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,  Property  Contracts,  Leases,  Security Deposits,  Permits other than
Excluded Permits, and the Miscellaneous Property Assets.

            1.1.18 "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 Leases.

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

            1.1.20 "Purchase Price" means the total  consideration to be paid by
Purchaser  to Seller for the  purchase  of the  Property as set forth in Section
3.1.

            1.1.21  "Security  Deposits"  means  all (i)  prepaid  rent  held as
security,  (ii) security deposits and (iii) pet deposits, if any, held by Seller
under any of the Leases.

            1.1.22 "Seller's Note Obligation"  shall mean the promissory note or
notes more particularly described on Schedule 1.1.22.

          1.1.24  "Survey"  shall have the meaning  ascribed  thereto in Section
          6.1.

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

            1.1.26  "Title  Commitment"  or "Title  Commitments"  shall have the
meaning ascribed thereto in Section 3.1.1.

          1.1.27  "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
Fourteen  Million Five Hundred  Thousand  and No/100  Dollars  ($14,500,000.00),
which shall be paid by Purchaser, as follows:

            3.1.1 On or before the second (2nd) Business Day after the Effective
Date, Purchaser shall deliver to Stewart Title Guaranty Company,  19800 Post Oak
Boulevard,  Suite  610,  Houston,  Texas  77056  ("Escrow  Agent" or the  "Title
Insurer") a deposit in the sum of Eleven Thousand Two Hundred and No/100 Dollars
($11,200.00),  in cash (such sum being  hereinafter  referred to and held as the
"Initial Deposit").  On or before one (1) Business Day following the last day of
the Feasibility Period (and provided that this Agreement has not been terminated
by  Purchaser),  Purchaser  shall  deposit into escrow with the Escrow Agent the
additional sum of Sixteen Thousand Eight Hundred and No/100 Dollars ($16,800.00)
(the  "Additional  Deposit").  As used herein,  the term  "Deposit"  shall mean,
collectively,  the Initial  Deposit and the  Additional  Deposit.  Purchaser and
Seller each approve the form of Escrow  Agreement  attached as Exhibit D. Seller
and Purchaser agree that the amount of One Hundred and No/100 Dollars  ($100.00)
shall be paid by Purchaser to Seller  concurrently  with the deposit into escrow
of the Deposit,  as  consideration  for Seller's  execution and delivery of this
Purchase Contract (the "Independent  Contract  Consideration").  The Independent
Contract  Consideration  is  independent of any other  consideration  or payment
provided for in this  Purchase  Contract  and,  notwithstanding  anything to the
contrary herein, is non-refundable in all events.

            3.1.2 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 an  interest-bearing  bank  account  acceptable  to
Seller  and  Purchaser  at  one  or  more  federally  insured  national  banking
association(s)  or such  other  investment  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.

            3.1.3 If the  sale of the  Property  is  closed  by the  date  fixed
therefor (or any  extension  date  provided for herein or 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  and  the  balance  of the  Purchase  Price  (subject  to
adjustments  provided for herein) shall be paid by wire transfer to Escrow Agent
not later than 5:00 p.m.,  Houston,  Texas time, on the Business Day immediately
prior to the date of Closing (in  immediately  available  funds)  which shall be
disbursed by Escrow Agent to Seller in accordance with the instructions provided
to Escrow Agent by Seller. If the sale of the Property is not closed by the date
fixed  therefor (or any such  extension  date) owing to the  termination of this
Purchase  Contract by Purchaser  pursuant to ARTICLE 5, ARTICLE 6, ARTICLE 13 or
ARTICLE 15, or owing to the  failure of any  conditions  precedent  set forth in
Section 9.1, the Deposit  shall be returned  and refunded to  Purchaser.  If the
sale of the  Property  is not  closed by the date  fixed  therefor  (or any such
extension  date) owing to the default of Seller or Purchaser,  the Deposit shall
be delivered to the  appropriate  party in  accordance  with the  provisions  of
ARTICLE 12 hereof.

            3.1.4 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. All costs and expenses incurred in connection with any financing
of the  acquisition  of the  Property by  Purchaser  pursuant  to this  Purchase
Contract shall be solely the responsibility of Purchaser. Purchaser agrees that,
to the extent that it seeks  financing of any portion of the Purchase  Price, it
shall make an application to obtain financing,  not later than five (5) Business
Days following the Effective Date,  provide  evidence  thereof to Seller and use
diligent efforts to obtain such financing. It is specifically agreed that Seller
shall not be obligated to prepay the Seller's Note Obligations until the Closing
Date and then only from the proceeds of the Purchase  Price. If the Closing Date
shall be  extended by  Purchaser  pursuant to the  provisions  of this  Purchase
Contract to a date  beyond or prior to the first (1st) day of a calendar  month,
Purchaser  shall pay any and all amounts or fees due and  payable in  connection
with the  prepayment  of the  Seller's  Note  Obligation  (other than  scheduled
payments of principal,  interest, escrows, and reserves due prior to the Closing
Date).

                                    ARTICLE 5

                               FEASIBILITY PERIOD

      5.1  Subject to the terms of Section 5.3 below,  for thirty (30)  calendar
days following the Effective Date (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.

            5.1.4 To review all Materials (as defined in Section 5.5 below),  at
the offices of the Manager  located at the Property,  and to review and copy (at
Purchaser's  expense) Seller's books and records relating to the Property (other
than Seller's proprietary information) and all Leases.

      5.2 Purchaser shall have the right to terminate this Purchase Contract for
any reason, or no reason, by giving written Notice to Seller and Escrow Agent on
or before  5:00 p.m.  Houston,  Texas  time,  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  obligations  under Section 5.3, and Escrow Agent
shall  promptly  return the Deposit to Purchaser and Seller and Purchaser  shall
evenly divide the cancellation charges of the Escrow Agent and Title Insurer, if
any. 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  shall no longer have any right to terminate
this Purchase Contract pursuant to this ARTICLE 5.

      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 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.  Purchaser  shall  exercise
commercially  reasonable  efforts  to  minimize  disruption  to the  Tenants  in
connection  with  Purchaser's or its  Consultants'  activities  pursuant to this
Section.  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  commercial
general  liability  insurance with broad form  contractual  and personal  injury
liability  endorsements  with respect to Purchaser's  activities on the Property
pursuant to this Section 5.3, with 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 for a period of ninety (90) days from the
Effective Date.

      5.4 Purchaser  shall not permit any mechanic's or  materialmen'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 (a) Seller's form of residential  lease  agreement
used at the Property,  (b) all Property  Contracts,  (c) all engineering studies
and  environmental  reports in Seller's  possession which relate to the Property
and were prepared for Seller by third  parties,  (d) a current rent roll for the
Property, (e) copies of operating statements for calendar years ended 1999, 2000
and 2001 year to date (to the extent  available),  and (f) a loss history report
issued by the Property's  insurance carrier(s) for the period beginning January,
1999 to the Effective Date (if and to the extent available)  (collectively,  the
"Materials").  If the sale of the  Property is not closed by the  Closing  Date,
Purchaser  shall,  within five (5) calendar  days,  return all such Materials to
Seller.

      5.6 Seller shall  provide to  Purchaser  and/or ARCS  Commercial  Mortgage
("ARCS") such  authorizations  as may be required by ARCS for ARCS to release to
Purchaser  (or provide to Purchaser a copy) the  environmental  and  engineering
reports held by ARCS with respect to the  Property.  Purchaser,  at  Purchaser's
sole cost and expense, may also cause to be prepared an environmental report for
the Property.

                                    ARTICLE 6

                                      TITLE

      6.1 On or before ten (10) calendar days from the  Effective  Date,  Seller
shall cause to be  delivered  to  Purchaser  (a) a  preliminary  title report or
commitment (the "Title  Commitment")  prepared by Stewart Title Guaranty Company
(the "Title  Insurer") to issue an Owner's Policy of Title Insurance (the "Title
Policy")  insuring  title to the  Property  to be good and  indefeasible  in the
amount  of  the  Purchase  Price,  subject  only  to  the  Permitted  Exceptions
(described  below),  together with legible copies of all instruments  identified
therein as exceptions,  and (b) a survey of the Land and Improvements,  prepared
in accordance  with and complying  with the minimum  requirements  of ALTA, in a
form,  and  certified as of a date  satisfactory  to the Title Insurer to delete
standard  survey  exceptions  from the Title  Policy,  except for any  Permitted
Exceptions, and (i) showing all improvements,  recorded easements (to the extent
locatable),  set back lines and such other  matters  shown as  exceptions by the
Title  Commitments;  (ii)  showing  the  right  of way for all  adjacent  public
streets; (iii) specifically disclosing 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;  (iv) containing a perimeter legal
description  of the  Property;  (v)  certified  to  Purchaser,  Seller and Title
Insurer as being true and correct; and (vi) certifying the legal description set
forth therein as describing  the Property to be purchased by Purchaser  pursuant
to the terms of this  Purchase  Contract (the  "Survey").  On or before ten (10)
days following  Purchaser's  receipt of the Title  Commitment,  the documents of
record reflected  therein,  and the Survey,  Purchaser shall give written notice
(the "Objection  Notice") to the attorneys for Seller of any conditions of title
subject to which Purchaser is not obligated to take the Property pursuant to the
provisions of this Purchase Contract (the "Objections"),  separately  specifying
and setting forth each such  Objection.  Seller shall have no obligation to cure
any  Objection,  but may extend the Closing Date for up to an additional  thirty
(30)  days to cure any such  matter.  If  Seller  gives  Purchaser  notice  (the
"Response  Notice") that Seller is unable or unwilling to cure any Objection set
forth in the Objection  Notice, or if Seller fails to or does not give Purchaser
a Response  Notice,  Purchaser  may, as its exclusive  remedy,  elect by written
notice to Seller,  within five (5) Business Days after the  Objection  Notice is
given, either (a) to accept title as reflected in the Title Commitment (subject,
however,  to the  provisions  of Section 6.4 below),  or (b) to  terminate  this
Purchase Contract in which event the Deposit shall be returned to Purchaser.  If
Purchaser  fails to give notice of its  election  to  terminate  this  Agreement
within  such five (5)  Business  Day period,  Purchaser  shall be deemed to have
waived such Objections and to have elected to proceed to close the  transactions
contemplated by this Purchase Contract.

      6.2 All matters  disclosed on the Title  Commitment which are not objected
to in the  Objection  Notice as timely  delivered  or which are waived or deemed
waived by Purchaser  pursuant to the  provisions  of Section 6.1 above,  and any
matter  affecting title to the Property,  even though not reflected in the Title
Commitment  if the Title  Insurer  will  insure  Purchaser's  title clear of the
matter or will insure against the enforcement of such matter, shall be deemed to
be Permitted Exceptions,  other than (a) the Mortgage, (b) unpaid liens for real
estate and personal  property  taxes for years prior to the fiscal year in which
the Closing  Date occurs and (c) any other  matter  which Seller is obligated to
pay and discharge at the Closing under this  Purchase  Contract,  and the amount
thereof chargeable to Seller, plus interest and penalties thereon, if any, shall
be deducted  from the  Purchase  Price on the Closing Date and paid to the Title
Insurer  for the  payment  of such  matters.  The Deed  shall be  subject to the
Permitted Exceptions.

      6.3 Seller agrees that  Purchaser  shall be provided with, and that Seller
shall be  responsible  for payment of the basic premium for the issuance of, the
Title Policy to be issued to Purchaser  by the Title  Insurer at Closing,  which
shall  be  issued  to  Purchaser  at  Closing  subject  only  to  the  Permitted
Encumbrances  and standard  printed  exceptions  as contained in a standard form
owner policy of title insurance,  provided,  however, that the rights of parties
in possession  exception shall be limited to those parties holding under written
leases,  and the exceptions  pertaining to taxes shall be limited to the year in
which the Closing occurs and subsequent  taxes and  assessments  for prior years
due to  change in use or  ownership.  Purchaser  agrees  that it shall be solely
responsible  for  payment  of  all  costs,  fees  and  premiums  related  to all
endorsements or amendments of the standard policy.

      6.4  Notwithstanding  the foregoing,  any deeds of trust and/or  mortgages
(including  any and all mortgages  which secure the Seller's  Note  Obligations)
against the Property  (whether one or more, the "Mortgage")  shall not be deemed
Permitted Exceptions, whether Purchaser gives written notice of such or not, and
shall be paid off,  satisfied,  discharged  and/or  cured by Seller at or before
Closing.

      6.5 Seller  covenants  that from the Effective Date until the Closing Date
it will not voluntarily create or cause any lien or encumbrance to attach to the
Property  between the Effective Date and the Closing Date, other than (a) Leases
entered into in the  ordinary  course of business for terms of not less than six
(6) months nor more than twelve  (12) months and for a monthly  rental and other
terms and conditions as are similar to those currently  offered to tenants under
existing  Leases for units of similar size and type, and (b) Property  Contracts
which are terminable on not more than thirty (30) days prior written notice; any
such  monetary  lien or  encumbrance  so attaching  by  voluntary  act of Seller
(hereinafter,  a "Voluntary Intervening Lien") shall be discharged by the Seller
at or prior to Closing on the Closing Date or any extended Closing Date.  Except
as  expressly  provided  in this  ARTICLE 6,  Seller  shall not be  required  to
undertake efforts to remove any Objection or 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;  provided,  however,  if any lien or
encumbrance  (other than a Voluntary  Intervening Lien) attaches to the Property
between the date of this Purchase Contract and the Closing Date, Seller shall be
required to satisfy or  discharge  said lien or  encumbrance  at or prior to the
Closing,  provided that Seller shall not be required to expend more than $50,000
in connection  with such  satisfaction  or discharge.  If the amount required to
satisfy or discharge such lien or encumbrance  exceeds $50,000,  Purchaser shall
have the option of either (a) paying the excess amount over $50,000  required to
satisfy  or  discharge  such  lien,  and  proceeding  to  the  Closing,  or  (b)
terminating this Purchase Contract, in which case, 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 of
this Purchase  Contract.  Seller shall have no option to terminate this Purchase
Contract  if  Purchaser  has  elected  to pay the amount in excess of $50,000 to
satisfy or discharge such lien or encumbrance.

      6.6 Seller shall be responsible for the costs of the Survey provided by it
pursuant to Section 6.1  (including  the cost of one update thereof to a current
date),  provided,  however, that all costs of any changes to the Survey required
by  Purchaser  or its  lender  shall  be paid by  Purchaser.  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 Deed.


                                    ARTICLE 7

                                     CLOSING

          7.1 Date,  Place Of Closing,  Prorations,  Delinquent Rent and Closing
          Costs.

            7.1.1 The Closing  shall occur on July 2, 2001,  provided,  however,
that  Purchaser  may extend the Closing Date (a) to August 1, 2001,  if, (i) not
later than the last day of the Feasibility Period, Purchaser has provided Notice
to Seller that it has initiated the financing of its acquisition of the Property
(the "Financing") and is diligently pursuing the consummation  thereof, and (ii)
not later than three (3)  Business  Days prior to the  Closing  Date,  Purchaser
provides Notice to Seller that, after diligent efforts, Purchaser will be unable
to  consummate  the  Financing  as of the Closing Date and desires to extend the
Closing  Date to August  1, 2001 in order to  satisfy  the  requirements  of and
obtain the Financing,  and/or (b) to the first Business Day of the next calendar
month  following  the Closing Date (as the same may be extended  pursuant to the
provsions of subsection  (a)  preceding) if Seller is unable to satisfy  Section
9.1.6 hereof and all other  conditions  to Closing  contained in Section 9.1 and
Section 9.2 have been satisfied,  or are capable of being  satisfied,  as of the
Closing Date (or the extended  Closing Date). The Closing shall occur 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 first calendar day of the succeeding month to
satisfy a condition to Closing 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  and  other  income  from  the  Property  ("Rents"),
operating  expenses,  fees  payable to  governmental  authorities  and  personal
property taxes,  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
Security  Deposits,  if any,  shall be transferred by Seller to Purchaser at the
Closing or  Purchaser  shall be given a credit  therefor  against  the  Purchase
Price,  as Seller may elect.  Purchaser  shall assume at Closing the obligations
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 provisions of
this Section 7.1.3 shall apply during the Proration  Period (as defined  below).
Rents and all related  charges shall be prorated based on actual  collections as
of the Closing Date.

            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 six (6) months 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. The provisions of this Section 7.1.5 shall apply
during the Proration Period.

            7.1.6 Seller shall pay the cost of all transfer taxes (e.g.,  excise
stamp  taxes)  and  Purchaser  shall pay the cost of all  recording  costs  with
respect to the Closing. Seller and Purchaser shall share equally in the costs of
the Escrow Agent for escrow fees but not any other fees and charges of the Title
Insurer.  Each party shall be responsible  for the payment of its own attorneys'
fees.

      7.2   Items To Be Delivered Prior To Or At Closing.

            7.2.1 Seller. At Closing,  Seller shall deliver to Escrow Agent (for
delivery  to  Purchaser  upon  the  consummation  of the  Closing),  each of the
following items, as applicable:

                  7.2.1.1 Special  Warranty Deed in the form attached as Exhibit
E (the "Deed").  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 F, covering all Property  Contracts,  Leases,  Security
Deposits,  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, from and after the Closing Date, 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 G 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,  from and after the Closing Date, of
Seller's obligations thereunder.

                  7.2.1.4  A closing statement executed by Seller.

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

                  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  Evidence that  the Management   Agreement   has  been
terminated.

                  7.2.1.9 A rent roll for the  Property,  updated to the Closing
Date and  certified  by Seller but  limited to Seller's  knowledge,  listing the
monthly base rent payable, lease expiration date and unapplied Security Deposits
for each Lease.

                  7.2.1.10 Resolutions,  certificates of good standing, and such
other  organizational  documents  as  Title  Insurer  shall  reasonably  require
evidencing Seller's authority to consummate this transaction.

                  7.2.1.11  To the extent in  Seller's  possession  or  control,
originals  or copies of the  Leases,  Property  Contracts,  Permits  (other than
Excluded Permits), lease files, warranties,  guaranties, operating manuals, keys
to  the  Property  and  Seller's  books  and  records  (other  than  proprietary
information) regarding the Property.

            7.2.2  Purchaser.  At Closing,  Purchaser shall deliver to the Title
Company (for  disbursement  or delivery to Seller upon  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. 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 F.

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

                  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.

                  7.2.3  Notice to  Tenants.  At Closing,  Seller and  Purchaser
shall  execute  and  deliver  a  letter,  dated  as of the date of  Closing  and
addressed to all Tenants, informing such Tenants of the transfer of the Property
and the  assignment of the Leases to Purchaser,  together with an instruction to
pay all amounts due or to become due under the Leases to Purchaser, including an
acknowledgment by Purchaser of receipt of all security deposits  (specifying the
exact dollar amount of the security  deposit) and that  Purchaser is responsible
for the Tenant's security deposit,  and in compliance with Section 92.105 of the
Texas  Property  Code.  The  letter  shall be in the form of  Exhibit H attached
hereto.

            7.3 Related Purchase Contracts. Contemporaneously with the execution
of this Purchase Contract, Purchaser is entering into separate purchase contract
(the "Related  Contract") to purchase the additional property listed on Schedule
7.3 (the  "Related  Property")  from the  seller  listed  on  Schedule  7.3 (the
"Related  Seller").  Notwithstanding  that separate  contracts are being entered
into for the sale and purchase of the Property and the Related  Property,  it is
the intent of Seller and Purchaser that the Property and the Related Property be
purchased,  and the  closing of such sales and  purchases  occur,  concurrently.
Accordingly,  in the event that the Related  Contract is terminated or cancelled
by  Purchaser  for any reason,  or if  Purchaser  shall be in default  under the
Related  Contract for any reason,  then Seller shall have the right, but not the
obligation, to terminate this Purchase Contract, and Seller shall have the right
to  delivery of the Deposit  pursuant  to the  provisions  of ARTICLE 12 hereof;
otherwise,  Purchaser  shall  have the right to a return of the  Deposit  unless
Seller is  otherwise  entitled  to the  delivery  thereof  pursuant to the other
provisions of this Purchase Contract.  In the event that Related Seller shall be
in default under any purchase contract for the Related Property, Purchaser shall
have the right, but not the obligation, to terminate this Purchase Contract, and
Purchaser  shall have the right to a return of the Deposit or to otherwise treat
such default as a default  under this Purchase  Contract in accordance  with the
provisions of ARTICLE 12 hereof. Any default under the Related Contract shall be
deemed a default under this Purchase Contract unless expressly waived in writing
by the non-defaulting party.

                                    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,  if
applicable,  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 contract to
which Seller is a party or by which Seller is  otherwise  bound.  Seller has not
made any other  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  indefeasible  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 right to  terminate  this  Purchase  Contract as provided in Section 6.1 and
receive a return of the Deposit,  and Seller shall have no other  liability as a
result  thereof  other than such  liability as may exist after Closing under the
covenant of title contained in the Deed).

                  8.1.1.3 There are no adverse or other parties in possession of
the  Property,  except  for  occupants,  guests  and  tenants  under the  Leases
(provided,   however,   that  if  this  representation  is  or  becomes  untrue,
Purchaser's  remedies  shall be limited to the right to terminate  this Purchase
Contract as provided  in Section  6.1 and receive a return of the  Deposit,  and
Seller shall have no other liability as a result thereof, either before or after
Closing).

                  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 under this Purchase Contract,  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 To Seller's  knowledge,  Seller has not  received  any
written notice of any proposed taking,  condemnation or special  assessment with
respect to the Property.

                  8.1.1.9 To Seller's  knowledge,  Seller has not  received  any
written  notice of any  uncured  violations  of any  federal,  state,  county or
municipal  law,  ordinance,  order,  regulation  or  requirement  affecting  the
Property.

                  8.1.1.10 To Seller's  knowledge,  Seller has not  received any
written notice of any default by Seller under any of the Property Contracts that
will not be terminated on the Closing Date.

                  8.1.1.11 Until the Closing Date, Seller agrees to (a) maintain
its existing  insurance  policies covering the Property in full force and effect
through the Closing  Date,  (b) continue to maintain and operate the Property in
substantially  the same  manner  as  Seller  has  been  operating  the  Property
immediately  prior to the Effective  Date, and (c) cause any of the units on the
Property that are vacant as of three (3) days prior to the Closing Date to be in
"make ready" condition on the Closing Date.

                  8.1.1.12 To Seller's knowledge,  all documents relating to the
Property  that are  delivered  by Seller to Purchaser  in  connection  with this
Purchase Contract,  are true, correct and complete in all material respects, and
none contain any untrue statement of a material fact or omit to state a material
fact.

            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 Deed and the representations
set forth in this ARTICLE 8). 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   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 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.

            8.1.3 Seller agrees that Purchaser  shall be entitled to rely on the
foregoing  representations  and  warranties  made  by  Seller  herein  and  that
Purchaser has so relied.  Seller and Purchaser agree that those  representations
and  warranties  contained in Section 8.1 shall survive  Closing for a period of
one (1) year (the "Survival  Period").  Seller shall have no liability after the
Survival  Period with respect to the  representations  and warranties  contained
herein except to the extent that  Purchaser has filed a lawsuit  against  Seller
during the Survival Period for breach of any representation or warranty.  In the
event that  Seller  breaches  any  representation  contained  in Section 8.1 and
Purchaser  had  knowledge  of such breach prior to the Closing  Date,  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 (a) Harry Alcock,  or (b) Dee Hiller, of Manager,
who is responsible for the day to day management of 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:

                  8.2.1.1 Purchaser is a non-profit  corporation duly organized,
validly existing and in good standing under the laws of Texas.

                  8.2.1.2  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.

                  8.2.1.3  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.

                  8.2.1.4  Purchaser  is  (or  at  the  Closing  will  be)  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 its organizational documents, (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.

                  8.2.1.5  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.

            8.2.2 Except for "Other Broker" (as hereinafter defined),  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.

            8.2.3  Purchaser will cooperate with Seller in obtaining the consent
of the holder(s) of the Seller's Note Obligations to the prepayment  thereof (if
required).

                                    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,  warranties  and  covenants  of
Seller contained herein shall be true in all material respects as of the Closing
Date (and Purchaser  shall be permitted to perform an inspection of the Property
immediately prior to the Closing Date to verify same).

            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 Neither Seller nor Seller's  general partner shall be a debtor
in any  bankruptcy  proceeding  or shall  have been in the last six (6) months a
debtor in any bankruptcy proceeding.

            9.1.5 A taking of all or any part of the Property must not have been
commenced or threatened in writing.

            9.1.6 The  actual  occupancy  level of the  Property  shall not have
decreased by more than five percent (5%) from the actual  occupancy level on the
Effective Date.

            9.1.7 Notwithstanding  anything to the contrary,  there are no other
conditions  on  Purchaser's  obligation  to Close except as expressly  set forth
above.  If any of the above  conditions is not satisfied,  then  notwithstanding
anything to the contrary contained in this Purchase Contract,  Purchaser may, at
its option (a) extend the Closing Date to permit satisfaction of such condition,
(b) waive such condition and proceed to Closing and accept title to the Property
with an agreed-upon offset or deduction from the Purchase Price (assuming Seller
and Purchaser can agree upon such offset or deduction amount,  and neither party
has any  obligation  to come to an  agreement),  (c) waive  such  condition  and
proceed  to Closing  and  accept  title to the  Property  without  any offset or
deduction from the Purchase Price, or (d) notify Seller of Purchaser's  election
to terminate this Purchase Contract and receive a return of the Deposit from the
Escrow Agent in accordance  with the  provisions of ARTICLE 12 hereof  provided,
however,  that in the case of the failure of the  representations and warranties
contained in Sections  8.1.1.2 and/or  8.1.1.4 (as provided  therein) to be true
and correct on the Closing  Date,  or the failure to satisfy the  conditions  in
Sections  9.1.5 and/or 9.1.6,  Purchaser  shall have no rights or remedies under
the  provisions  of ARTICLE 12 other than to receive a return of the  Deposit as
its sole and exclusive remedy.

      9.2 Without limiting any of the rights of Seller elsewhere provided for in
this Purchase  Contract,  Seller's  obligation with respect to the 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 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,  subject  to  adjustments
provided for herein.

            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 Seller shall have  received all consents and  approvals to the
consummation of the transactions  contemplated  hereby (a) of Seller's  partners
(to the extent required by the  partnership  agreement) or (b) that are required
by law.

            9.2.5 Notwithstanding  anything to the contrary,  there are no other
conditions on Seller's  obligation to Close except as expressly set forth above.
If any of the above conditions is not satisfied,  then notwithstanding  anything
to the contrary contained in this Purchase  Contract,  Seller may, at its option
(a) extend the Closing Date to permit satisfaction of such condition,  (b) waive
such  condition  and proceed to  Closing,  or (c) notify  Purchaser  of Seller's
election to terminate  this  Purchase  Contract and receive the Deposit from the
Escrow Agent (which Seller shall retain as liquidated  damages,  as its sole and
exclusive  remedy  hereunder,  in accordance  with the  provisions of ARTICLE 12
hereof,  provided,  however,  that in the case of any  failure  to  satisfy  the
conditions  contained in Section 9.2.4 above and all of the other  conditions of
Seller's  obligation to close have been satisfied,  Seller shall not be entitled
to receipt of the Deposit but the Deposit  shall be returned to Purchaser by the
Escrow Agent.

                                   ARTICLE 10

                                    BROKERAGE

      10.1 Seller  represents  and warrants to Purchaser  that it has dealt only
with Brian O'Boyle of O'Boyle Properties, Inc., 14114 Dallas Parkway, Suite 520,
Dallas,  Texas 75240  ("Broker")  in  connection  with this  Purchase  Contract.
Purchaser  represents and warrants to Seller that it has dealt only with Anterra
Realty  Corporation  (through Richard  Hoffmann),  5520 LBJ Freeway,  Suite 500,
Dallas,  Texas 75240 ("Other Broker") in connection with this Purchase Contract.
Seller and Purchaser  each  represents and warrants to the other that other than
the Broker and Other  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.  Purchaser agrees to pay Other Broker a commission according
to the terms of a separate  agreement.  Broker  and/or Other Broker shall not be
deemed a party or third party beneficiary of this Purchase Contract.

      10.3 Broker and/or Other Broker assume no responsibility for the condition
of the Property or representation  for the performance of this Purchase Contract
by the Seller or Purchaser.

      10.4 The  Texas  Real  Estate  License  Act  requires  written  notice  to
Purchaser  from any licensed  real estate broker or salesman who is to receive a
commission  from  Purchaser  that  Purchaser  should have an attorney of its own
selection  examine an abstract of title to the property  being  acquired or that
Purchaser  should be furnished with or should obtain a title  insurance  policy.
Notice to that effect is,  therefore,  hereby  given to  Purchaser  on behalf of
Broker and/or Other Broker.

                                   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  earlier right
of entry for inspection as set forth in ARTICLE 5.

                                   ARTICLE 12

                              DEFAULTS AND REMEDIES

      12.1 In the event  Purchaser is  obligated,  but fails or refuses to close
the  transaction  contemplated by this Purchase  Contract,  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 and exclusive
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  of the  Deposit 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 the Deposit as liquidated damages.

      12.2 If the  Closing  does  not  occur  as a result  of  Seller's  default
hereunder,  Purchaser's  sole remedy  shall be to elect to either (a)  terminate
this Purchase  Contract and receive  reimbursement of the Deposit or (b) enforce
specific performance of this Purchase Contract,  provided,  however, that in the
case of the breach of the  representations  and warranties  contained in Section
8.1.2 to be true and correct on the Closing  Date, or in the case of the failure
of Seller to satisfy the  conditions  in Sections  9.1.5,  9.1.6  and/or  9.1.7,
Purchaser  shall have no rights or remedies under the provisions of this Section
12.2  other than to  receive a return of the  Deposit as its sole and  exclusive
remedy.  In the event  Purchaser  is unable to enforce  the  remedy of  specific
performance after using commercially  reasonable efforts to seek to enforce such
remedy,  then, in lieu of obtaining specific  performance,  Purchaser shall have
the  right  to  bring  suit  against  Seller  to  recover   Purchaser's   actual
out-of-pocket  costs incurred by Purchaser in connection  with its  contemplated
purchase of the Property,  but not to exceed the amount of  $200,000.00,  in the
aggregate, in addition to receiving reimbursement of the Deposit.

                                   ARTICLE 13

                            RISK OF LOSS OR CASUALTY

      13.1 In the event that the  Property  is damaged or  destroyed  by fire or
other casualty  after the Effective  Date but prior to Closing,  and the cost of
repair is more than $150,000, then Seller will have no obligation to repair such
damage  or  destruction  and,  at  Purchaser's   option,  this  Agreement  shall
terminate.  In the event Purchaser elects not to terminate this Agreement,  this
transaction  shall be closed  in  accordance  with the terms of this  Agreement,
notwithstanding any such damage or destruction,  and Purchaser shall receive, at
Closing all insurance  proceeds  pertaining  thereto (plus a credit  against the
Purchase Price in the amount of any  deductible  payable by Seller in connection
therewith),  but only to the  extent  the  damage  or  destruction  has not been
repaired  by Seller out of the  insurance  proceeds.  Insurance  proceeds  shall
include any proceeds  payable for loss of rental,  if applicable  and available,
with  respect  to any unit  rendered  untenantable  by such  casualty  and which
remains untenantable on the Closing Date, but only for the period from and after
the Closing Date.

      13.2 In the event that the  Property  is damaged or  destroyed  by fire or
other casualty  after the Effective Date but prior to the Closing,  and the cost
of repair is less than $150,000,  this transaction shall be closed in accordance
with the terms of this  Agreement,  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 or  complete  such
repairs,  then  Purchaser  shall  receive at Closing the amount of the insurance
proceeds  pertaining  thereto  which have not been expended by Seller on repairs
(or repairs in process  but  incomplete)  to the date of Closing  (plus a credit
against the Purchase Price in the amount of any deductible  payable by Seller in
connection therewith). Insurance proceeds shall include any proceeds payable for
loss of rental,  if applicable and available,  with respect to any unit rendered
untenantable  by such  casualty and which  remains  untenantable  on the Closing
Date, but only for the period from and after the Closing Date.

                                   ARTICLE 14

                           LEAD-BASED PAINT DISCLOSURE

      14.1  [Intentionally Omitted.]

                                   ARTICLE 15

                                 EMINENT DOMAIN

      15.1 In the  event  that at the  time of  Closing  all or any  substantial
portion of the Property (that is, any portion or portions of the Property having
a value of  $150,000 or greater) 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 notice of the  occurrence  of such  event  and  recover  the  Deposit
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  elects to proceed with the Closing,  Seller shall assign to
Purchaser at Closing all of Seller's  rights in any  condemnation  proceeds with
respect  thereto,  and  all  proceeds  realized  from  or  in  relation  to  the
condemnation shall belong to Purchaser.

                                   ARTICLE 16

                                  MISCELLANEOUS

      16.1  Exhibits And Schedules

      All Exhibits and Schedules,  whether or not 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 or its affiliate remains a
part of the purchasing entity(ies).  Purchaser shall be deemed released from its
liability  hereunder upon any valid  assignment made by it which is permitted by
this Section 16.2.

      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 (1st) 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 by  telecopier,  then on the actual date of delivery (as  evidenced by a
telecopier  confirmation)  provided that a copy of the telecopy and confirmation
is also sent by U.S. mail, addressed as follows:




            If to Seller:                     If to Purchaser:

            Stoney Creek CPGF 22, L.P.        Dallas City Homes, Inc.
            2000 South Colorado Boulevard     729 Bishop Avenue
            Tower Two, Suite 2-1000           Dallas, Texas 75208
            Denver, Colorado 80222            Attn: Karen Brooks-Crosby
            Attn:  Harry Alcock               Telephone No. (214) 943-9007
            Telephone No. (303) 691-4344      (ext. 16)
            Facsimile No. (303) 691-5662      Facsimile No. (214)948-4830


<PAGE>




                  And                               With a copy to

            Stoney Creek CPGF 22, L.P.        Charles E. Parrish
            2000 South Colorado Boulevard     Attorney and Counselor at Law
            Tower Two, Suite 2-1000           4549 Walnut Hill Lane
            Denver, Colorado 80222            Dallas, Texas  75208
            Attn:  Pat Stucker                Telephone No. (214) 352-5484
            Telephone No. (303) 691-4321      Facsimile No. (214) 352-9010
            Facsimile No. (303) 692-0786

                  With a copy to

            Jackson Walker L.L.P.
            112 E. Pecan Street
            Suite 2100
            San Antonio, Texas 78205
            Attn:  Eileen E. Scherlen, Esq.
            Telephone No. (210) 978-7784
            Facsimile No. (210) 978-7790

      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  in which  the Land is  located  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 a 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, 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;  provided,  however,  that  Seller
represent and warrant to Purchaser  that any  information  actually  prepared by
Seller was prepared in the ordinary course of its business.  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  except as
expressly stated  otherwise,  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 non-prevailing 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 the exchanging  party's sole cost and expense,  Seller and/or Purchaser
may structure and consummate the sale and/or purchase of the Property as part of
a like-kind  exchange (an "Exchange")  intended to qualify under ss. 1031 of the
Internal Revenue Code of 1986, as amended,  provided that: (a) the Closing shall
not be delayed or affected by reason of an Exchange; (b) Seller and/or Purchaser
shall effect an Exchange through an assignment of this Agreement, and its rights
under  this  Agreement,  to a  qualified  intermediary;  and (c)  Seller  and/or
Purchaser shall not be required to take an assignment of the agreement  relating
to the  exchange  property  or be  required to acquire or hold title to any real
property for purposes of consummating the other party's Exchange.  Seller and/or
Purchaser  shall  cooperate fully and promptly with the other party's conduct of
the Exchange,  provided that all costs and expenses generated in connection with
the Exchange  shall be borne solely by the  exchanging  party.  If Seller and/or
Purchaser  uses  a  qualified  intermediary  to  effectuate  the  Exchange,  any
assignment of the rights or  obligations  of Seller and/or  Purchaser  hereunder
shall not relieve, release or absolve its obligations to the other party. Seller
and/or  Purchaser  shall  indemnify  and hold  harmless the other party from and
against  any  and  all  liability  arising  from  and  out of  their  respective
Exchanges.

     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 Delaware  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 Personal Liability of Officers, Trustees or Directors of Purchaser

      Seller acknowledges that this Agreement is entered into by Purchaser which
is a Texas non-profit  corporation and Seller agrees that no individual partner,
officer,  trustee,  director  or  representative  of  Purchaser  shall  have any
personal  liability under this Agreement or any document  executed in connection
with this Agreement.

      16.21 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.

      16.22 DTPA WAIVER.

      IT IS THE INTENT OF SELLER AND PURCHASER THAT THE RIGHTS AND REMEDIES WITH
RESPECT TO THE  TRANSACTION  CONTEMPLATED BY THIS AGREEMENT SHALL BE GOVERNED BY
LEGAL  PRINCIPLES  OTHER  THAN  THE  TEXAS  DECEPTIVE  TRADE  PRACTICES-CONSUMER
PROTECTION ACT.  ACCORDINGLY,  TO THE MAXIMUM EXTENT APPLICABLE AND PERMITTED BY
LAW (AND WITHOUT  ADMITTING  SUCH  APPLICABILITY),  PURCHASER  HEREBY WAIVES THE
PROVISIONS  OF THE TEXAS  DECEPTIVE  TRADE  PRACTICES-CONSUMER  PROTECTION  ACT,
CHAPTER 17, SUBCHAPTER 3 (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEXAS
BUSINESS  AND  COMMERCE  CODE,  A LAW THAT GIVES  CONSUMERS  SPECIAL  RIGHTS AND
PROTECTIONS. FOR PURPOSES OF THE WAIVERS SET FORTH IN THIS AGREEMENT,  PURCHASER
HEREBY  WARRANTS AND REPRESENTS UNTO SELLER THAT (A) PURCHASER HAS KNOWLEDGE AND
EXPERIENCE  IN  FINANCIAL  AND  BUSINESS  MATTERS THAT ENABLE IT TO EVALUATE THE
MERITS  AND RISKS OF THE  TRANSACTION  CONTEMPLATED  UNDER THIS  AGREEMENT,  (B)
PURCHASER IS NOT IN A SIGNIFICANTLY  DISPARATE  BARGAINING  POSITION WITH SELLER
REGARDING THE TRANSACTIONS  CONTEMPLATED UNDER THIS AGREEMENT,  (C) PURCHASER IS
REPRESENTED  BY LEGAL  COUNSEL  THAT IS SEPARATE AND  INDEPENDENT  OF SELLER AND
SELLER'S  LEGAL COUNSEL AND (D) PURCHASER HAS CONSULTED WITH  PURCHASER'S  LEGAL
COUNSEL  REGARDING  THIS  AGREEMENT  PRIOR  TO  PURCHASER'S  EXECUTION  OF  THIS
AGREEMENT AND VOLUNTARILY CONSENTS TO THIS WAIVER.

                       [Remainder of Page Intentionally Left Blank]



<PAGE>



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


                                     Seller:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner

                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President



                                   Purchaser:


                                    DALLAS CITY HOMES, INC.,
                                    a Texas non-profit corporation


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





<PAGE>


                                    EXHIBIT A


                                LEGAL DESCRIPTION
                            (Stoney Creek Apartments)

BEING a tract or parcel of land containing  12.7152 acres or 553,872 square feet
situated in the Nathan Fuller Survey,  Abstract No. 473,  Dallas  County,  Texas
being Lot-1,  Block-G/7487  and Lot 1, Block I/7487 of Stoney Creek  Apartments,
according to the map or plat thereof recorded in Volume 83001,  Page 1943 of the
Dallas County Deed Records and being that same property  called 12.7057 acres or
553,460  square foot tract of land  described in Volume 96001,  Page 3863 of the
Dallas County Real Property  Records.  Said 12.7152 acres of 553,872 square foot
tract of land being more  particularly  described by metes and bounds as follows
with bearings referenced to said Stoney Creek Apartments:

BEGINNING at a 5/8-inch iron rod set in the Westerly right-of-way line of Amanda
Lane (56 feet wide) marking the Easterly Southeast cut-back corner of the herein
described tract;

THENCE  South 37 degrees 49 minutes 27  seconds  West,  along said  cut-back,  a
distance  of  14.35  (called  15.76)  feet  to a  5/8-inch  iron  rod set in the
Northerly  right-of-way  line of Pandora  Drive (60 feet wide)  marking the most
Southerly Southeast cut-back corner of the herein described tract;

THENCE in a Southwesterly  direction,  along the Northerly  right-of-way line of
said Pandora Drive, being on a curve to the left having a radius of 300.00 feet,
subtending a central angle of 34 degrees 09 minutes 38 seconds,  a chord bearing
and  distance  of South 58 degrees 04 minutes 49 seconds  West  176.23  feet and
having an arc distance of 178.86 feet to a 5/8-inch iron rod set marking a POINT
OF TANGENCY;

THENCE  South 41  degrees  00  minutes  00  seconds  West  continuing  along the
northerly  right-of-way line of said Pandora Drive, a distance of 147.74 feet to
a 1/2 -inch  iron rod found  marking  the most  Southerly  corner of the  herein
described tract;

THENCE North 66 degrees 03 minutes 00 seconds West,  along the Southerly line of
said Lot-1,  Block-G/7487,  a distance of 103.44 feet to a 5/8-inch iron rod set
marking  the  marking a POINT OF  INTERSECTION  from  which a 1/2 -inch iron rod
found bears North 50 degrees 37 minutes 43 seconds East a distance of 0.64 feet;

THENCE  North 89  degrees  49 minutes  00  seconds  West,  continuing  along the
Southerly line of said Lot-1, Block-G/7487, a distance of 179.52 feet to a point
marking the Southwesterly corner of the herein described tract;

THENCE North 02 degrees 23 minutes 00 seconds  East,  along the Westerly line of
said Lot-1, Block-G/7487, a distance of 225.48 feet to a POINT OF INTERSECTION;

THENCE  North 54  degrees  01 minutes  00  seconds  East,  continuing  along the
Westerly line of said Lot-1, Block-G/7487,  a distance of 115.12 feet to a POINT
OF INTERSECTION;

THENCE  North 33  degrees  45 minutes  00  seconds  West,  continuing  along the
Westerly line of said Lot-1, Block-G/7487,  a distance of 132.50 feet to a POINT
OF INTERSECTION;

THENCE  North 77  degrees  50 minutes  00  seconds  East,  continuing  along the
Westerly line of said Lot-1,  Block-G/7487,  a distance of 97.00 feet to a POINT
OF INTERSECTION;

THENCE North 61 degrees 04 minutes 07 seconds  West (called  North 60 degrees 35
minutes 00 seconds  West),  continuing  along the  Westerly  line of said Lot-1,
Block-G/7487,  a distance of 127.74 (called  127.86) feet to a 5/8-inch iron rod
set in the Easterly  right-of-way line of Wickersham Road (60 feet wide) marking
the Southwesterly corner of said Lot-1, Block-I/7487 from which a 1/2 -inch iron
rod found for  reference  bears North 12 degrees 03 minutes 10 seconds  East,  a
distance  of 0.65 feet and  another  1/2 -inch  iron rod  found  bears  North 12
degrees 03 minutes 10 seconds  East,  a distance  of 0.65 feet and  another  1/2
-inch iron rod found  bears  North 12 degrees  22  minutes  55 seconds  East,  a
distance of 0.80 feet;

THENCE  North 12  degrees  03  minutes  10  seconds  East,  along  the  Easterly
right-of-way  line of said  Wickersham  Road,  a  distance  of 109.00  feet to a
5/8-inch iron rod set marking a POINT OF CURVATURE;

THENCE in a Northerly direction, continuing along the Easterly right-of-way line
of said Wickersham Road, being on a curve to the left having a radius of 1476.06
feet, a central  angle of 12 degrees 14 minutes 10 seconds,  a chord bearing and
distance  of North 05 degrees 56 minutes 05 seconds  East 314.63 feet and having
an arc  distance  of 315.23  feet to an "X" set in  concrete  marking a POINT OF
TANGENCY;

THENCE  North 01  degrees  11 minutes  00  seconds  West,  continuing  along the
Easterly right-of-way line of said Wickersham Road, a distance of 103.77 feet to
a 5/8-inch iron rod set marking the Northwesterly corner of the herein described
tract from which a 5/8-inch iron rod found for reference  bears South 89 degrees
23 minutes 27 seconds East, a distance of 1.35 feet;

THENCE South 87 degrees 52 minutes 33 seconds  East (called  South 87 degrees 50
minutes 00 seconds East),  along the Northerly line of said Lot-1,  Block-I/7487
and Lot-14,  Block-G/7487,  a distance of 469.78 (called 468.68) feet to a point
for corner on the  Westerly  line of Lot 2,  Block  G/7487 of Amanda  Place,  of
record in Volume 83179, Page 4306 of the Dallas County Deed Records;

THENCE South,  along said Westerly  line, a distance of 18.99 feet to a 5/8-inch
iron rod set marking a POINT OF INTERSECTION;

THENCE South 57 degrees 00 minutes 00 seconds East,  along the Northerly line of
said Lot-1,  Block-G/7487 and said Westerly line, a distance of 341.35 feet to a
5/8-inch iron rod set in the Westerly right-of-way line of said Amanda Lane;

THENCE in a Southwesterly  direction,  along the Westerly  right-of-way  line of
said Amanda  Lane,  being on a curve to the left having a radius of 203.00 feet,
subtending a central angle of 20 degrees 27 minutes 16 seconds,  a chord bearing
and  distance  of South 43 degrees  13  minutes  38 seconds  West 72.09 feet and
having an arc distance of 72.47 feet to a 5/8-inch  iron rod set marking a POINT
OF TANGENCY;

THENCE  South 33  degrees  00 minutes  00  seconds  West,  continuing  along the
Westerly  right-of-way  line of said Amanda Lane, a distance of 365.92 feet to a
5/8-inch iron rod set marking a POINT OF CURVATURE;

THENCE in Southwesterly  direction,  continuing along the Westerly  right-of-way
line of said Amanda Lane, being on a curve to the left having a radius of 287.00
feet, a central  angle of 33 degrees 08 minutes 00 seconds,  a chord bearing and
distance of South 16 degrees 26 minutes 00 seconds West,  158.53 feet and having
an arc  distance  of 160.76  feet to a 5/8-inch  iron rod set marking a POINT OF
TANGENCY;

THENCE  South 00  degrees  08 minutes  00  seconds  East,  continuing  along the
Westerly right-of-way line of said Amanda Lane, a distance of 101.41 feet to the
PLACE OF BEGINNING and CONTAINING 12.7152 acres or 553,872 square feet of land.

BEING a tract or parcel of land  containing  2.0500 acres or 89,297  square feet
situated in the Nathan Fuller Survey,  Abstract No. 473,  Dallas  County,  Texas
being Lot-2,  Block-F/7487 of Stoney Creek  Apartments,  according to the map or
plat  thereof  recorded  in Volume  73094,  Page 2310 of the Dallas  County Deed
Records and being that same property  called 12.050 acre tract of land described
in Volume  96001,  Page 3863 of the Dallas County Real  Property  Records.  Said
2.0500  acres or  89,297  square  foot  tract of land  being  more  particularly
described  by metes and  bounds  as  follows  with  bearings  referenced  to the
recorded plat of Stoney Creek Apartments, recorded in Volume 83001, Page 1943 of
the Dallas County Deed Records;

BEGINNING at a 1/2 -inch iron rod found in the  Southerly  right-of-way  line of
Pandora  Drive (60 feet wide)  marking  the  Northeasterly  corner of the herein
describe tract form which a 5/8-inch iron rod found for reference bears North 70
degrees 33 minutes 36 seconds East, a distance of 0.35 feet;

THENCE South 00 degrees 08 minutes 00 seconds  East,  along the Easterly line of
said  Lot-2,  Block-F/7487,  a distance  of 314.99  feet to a point  marking the
Southeasterly corner of the herein described tract;

THENCE South 61 degrees 18 minutes 59 seconds West,  along the Southerly line of
said  Lot-2,  Block-F/7487,  a distance  of 165.07  feet to a point  marking the
Southwesterly corner of the herein described tract;

THENCE North 42 degrees 28 minutes 00 seconds  West,  along the Westerly line of
said  Lot-2,  Block-F/7487,  a distance  of 280.03  feet to a 1/2 -inch iron rod
found in the  Southerly  right-of-way  line of said  Pandora  Drive  marking the
Northwesterly or most Westerly corner of the herein described tract;

THENCE North 41 degrees 00 minutes 00 seconds East,  along the Southerly line of
said Pandora Drive, a distance of 139.07 feet to a 5/8-inch iron rod set marking
a POINT OF CURVATURE;


THENCE in a Northeasterly direction, continuing along the Southerly right-of-way
line of said  Pandora  Drive,  being on a curve to the right  having a radius of
240.00  feet,  a central  angle of 48 degrees 52  minutes  00  seconds,  a chord
bearing and distance of North 65 degrees 26 minutes 00 seconds East, 198.54 feet
and having an arc  distance of 204.69 feet to a 5/8-inch  iron rod set marking a
POINT OF TANGENCY;

THENCE  North 89  degrees  52 minutes  00  seconds  East,  continuing  along the
Southerly  right-of-way  line of Pandora  Drive, a distance of 61.33 feet to the
PLACE OF BEGINNING and CONTAINING 2.0500 acres or 89,297 square feet of land.

<PAGE>

                                    EXHIBIT B

                            LIST OF EXCLUDED PERMITS

                             To Be Inserted, If Any


<PAGE>



                                    EXHIBIT C

                  LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT

            1. Any "Buyer's Access" computers and related software.


<PAGE>




                                    EXHIBIT D

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT ("Escrow Agreement") made this _____day of May, 2001
by and  among  STONEY  CREEK  CPGF 22,  L.P.,  a  Delaware  limited  partnership
("Seller"),  and  DALLAS  CITY  HOMES,  INC.,  a  Texas  non-profit  corporation
("Purchaser"); and STEWART TITLE GUARANTY 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 May,
2001; and

      Whereas,  the Purchase  Contract requires that Purchaser provide a deposit
in the amount of Eleven Thousand Two Hundred and No/100 Dollars  ($11,200.00) in
cash (the  "Initial  Deposit") on or before the second (2nd)  Business Day after
the "Effective  Date" as defined therein,  and an additional  deposit of Sixteen
Thousand Eight Hundred and No/100 Dollars  ($16,800.00) in cash (the "Additional
Deposit")on  the last day of the  "Feasibility  Period" as defined therein to be
held  pursuant  to an escrow  agreement  approved by  Purchaser  and Seller (the
Initial Deposit and the Additional Deposit being collectively referred to herein
as the "Deposit"); and

      Now, therefore, the parties agree to the following:

      1. Establishment of Escrow.  Escrow Agent hereby  acknowledges  receipt of
Eleven   Thousand  Two  Hundred  and  No/100   Dollars   ($11,200.00)   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  Deposit  (collectively,  the  "Escrow  Fund"),  shall be held in
insured accounts and invested in an interest-bearing  bank account acceptable to
Seller  and  Purchaser  at  one  or  more  federally  insured  national  banking
association(s) or such other investment 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 in the Purchase  Contract (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  apply the Escrow Fund to the  "Purchase
Price" (as defined in the Purchase  Contract) in accordance  with the provisions
of the Purchase  Contract,  (b) if the sale of the Property is not closed by the
date fixed therefor (or any such extension date), the Escrow Agent shall deliver
the  Escrow  Fund to the  party(ies)  entitled  thereto in  accordance  with the
provisions of the Purchase Contract.

      If on or prior to the termination of this Escrow Agreement, a party claims
to be entitled to payment of the Escrow  Fund under the  provisions  referred to
herein,  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 receipt 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 the 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.  All  Notices,  demands,  requests  and  other  communications
required pursuant to the provisions of this Escrow Agreement ("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, or (iv) if sent by telecopier,  then on the actual date of delivery (as
evidenced by a telecopier confirmation) provided that a copy of the telecopy and
confirmation is also sent by U.S. mail, addressed as follows:

            If to Seller:                     If to Purchaser:

            Stoney Creek CPGF 22, L.P.        Dallas City Homes, Inc.
            2000 South Colorado Boulevard     729 Bishop Avenue
            Tower Two, Suite 2-1000           Dallas, Texas 75208
            Denver, Colorado  80222           Attn: Karen Brooks-Crosby
            Attn:  Mr. Harry Alcock           Telephone No. (214) 943-9007
            Telephone No. (303) 691-4344      (ext. 16)
            Facsimile No. (303) 691-5662      Facsimile No. (214)948-4830

                  And                               With a copy to

            AIMCO                             Charles E. Parrish
            2000 South Colorado Boulevard     Attorney and Counselor at Law
            Tower Two, Suite 2-1000           4549 Walnut Hill Lane
            Denver, Colorado  80222           Dallas, Texas  75208
            Attn:  Mr. Pat Stucker            Telephone No. (214) 352-5484
            Telephone No. (303) 691-4321      Facsimile No. (214) 352-9010
            Facsimile No. (303) 759-3226

                  With a copy to              If to Escrow Agent:

             Jackson Walker L.L.P.            Stewart Title Guaranty Company
            112 E. Pecan                      1980 Post Oak Boulevard
            Suite 2100                        Suite 610
            San Antonio, Texas 78205          Houston, Texas 77056
            Attn:  Eileen E. Scherlen, Esq.   Attn:  Wendy Howell
            Telephone No. (210) 978-7784      Telephone No. (713) 625-8161
            Facsimile No. (210) 978-7790      Facsimile No. (713) 552-1703

      Any of the parties may  designate a change of address by Notice in writing
to the other parties.  Whenever in this Escrow Agreement 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.

      9. Fee.  Escrow  Agent  shall  receive a fee of $500.00  for its  services
hereunder,  and be  paid  or  reimbursed  for all  expenses,  disbursements  and
advances,  including reasonable  attorneys' 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 Texas.

      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:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner


                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President

                                   Purchaser:

                                    DALLAS CITY HOMES, INC.,
                                    a Texas non-profit corporation


                                    By:   ____________________________
                                    Name:       ____________________________
                                          ----------------------------------
                                    Title:      ____________________________
                                           ---------------------------------


                                  Escrow Agent:

                                    STEWART TITLE GUARANTY COMPANY


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





<PAGE>



                                    EXHIBIT E

                          FORM OF SPECIAL WARRANTY DEED


THE STATE OF TEXAS          ss.
                            ss.
COUNTY OF DALLAS            ss.

      STONEY CREEK CPGF 22, L.P., a Delaware  limited  partnership  ("Grantor"),
for and in  consideration  of Ten and No/100 Dollars ($10.00) and other good and
valuable  consideration,  the  sufficiency of which is hereby  acknowledged  and
confessed, has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY
unto  ____________________________,  a  _____________________  ("Grantee"),  its
legal  representatives,  successors and assigns forever, all those certain lots,
tracts or parcels of land in Dallas County,  Texas, more particularly  described
on Exhibit A attached hereto and  incorporated  herein by this reference for all
purposes,  together with all the improvements,  structures and fixtures situated
thereon,  and all appurtenances,  rights and privileges thereunto attached or in
anywise belonging (the "Property");

      EXCEPT THAT,  this  conveyance is expressly  made subject to the Permitted
Exceptions  described  in Exhibit B hereto,  to the extent the same are  validly
existing and applicable to the Property (the "Permitted Encumbrances").

      TO HAVE AND TO HOLD the above  described  premises  unto the said GRANTEE,
its successors and assigns forever, and the GRANTOR does hereby bind itself, its
successors and assigns to forever warrant and defend said premises unto the said
GRANTEE,  its successors and assigns against the lawful claims of any person now
claiming  or to claim the same or any part  thereof by,  from,  through or under
Grantor, but not otherwise, subject only to the Permitted Encumbrances.

      In addition, Grantor hereby conveys to Grantee, for the same consideration
set forth  above  and  subject  to the same  consideration  set forth  above and
subject  to the  Permitted  Encumbrances,  all of  Grantor's  right,  title  and
interest,  if  any,  in and to any  minerals,  oil,  gas and  other  hydrocarbon
substances,  development rights, air rights, water, water rights,  wastewater or
other  utility  rights,  water  stock  relating  to the land,  strips and gores,
streets,  alleys,  easements,  rights-of-way,  public  ways,  or other rights of
Grantor appurtenant, abutting or adjoining the Property.

      EXCEPT  AS TO THE  SPECIAL  WARRANTY  OF  TITLE  SET  FORTH  ABOVE,  IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT THE GRANT AND CONVEYANCE OF THE PROPERTY IS
"AS-IS",  "WHERE-IS" AND "WITH ALL FAULTS" OF ANY KIND INCLUDING BUT NOT LIMITED
TO ANY MATTER,  FACT OR CONDITION  PERTAINING  TO OR AFFECTED BY ANY  APPLICABLE
LAW,  RULE OR  REGULATION  PERTAINING  TO  WATER,  AIR,  WASTE OR  ENVIRONMENTAL
PROTECTION (WHETHER ABOVE, WITHIN,  UNDER OR ADJACENT TO THE PROPERTY).  GRANTOR
HAS NOT MADE AND DOES NOT MAKE ANY  REPRESENTATIONS  OR  WARRANTIES,  EXPRESS OR
IMPLIED,  AND  EXPRESSLY  DISCLAIMS  WARRANTIES,  EXPRESS OR IMPLIED,  AS TO THE
FITNESS,  ENVIRONMENTAL  COMPLIANCE,  HANDICAPPED  ACCESSIBILITY LAW COMPLIANCE,
ELECTROMAGNETIC  FIELD EXPOSURE  LEVELS,  AREA,  CONDITION,  QUALITY,  QUANTITY,
CHARACTER,  SIZE,  VALUE OF THE  PROPERTY  OR  IMPROVEMENTS  THEREON,  EXPENSES,
DESCRIPTION,  MERCHANTABILITY  OR HABITABILITY  OF THE PROPERTY,  FITNESS OF THE
PROPERTY FOR A  PARTICULAR  PURPOSE OR  OTHERWISE.  GRANTEE,  BY ITS  ACCEPTANCE
HEREOF,  DOES HEREBY  RELEASE  AND  FOREVER  DISCHARGE  GRANTOR,  ITS  OFFICERS,
DIRECTORS AND TRUSTEES AND THEIR RESPECTIVE  AGENTS,  EMPLOYEES,  SUCCESSORS AND
ASSIGNEES FROM ANY AND ALL CLAIMS, OBLIGATIONS AND LIABILITIES (WHETHER BASED IN
TORT,  UNDER  CONTRACT OR OTHERWISE)  ATTRIBUTABLE,  IN WHOLE OR IN PART, TO ANY
SUCH REPRESENTATION  (OTHER THAN THE SPECIAL WARRANTY OF TITLE SET FORTH HEREIN)
AND/OR ALLEGED REPRESENTATION.

      Grantee,  by its acceptance hereof,  hereby assumes payment of all standby
charges,  ad valorem real estate taxes and assessments  with respect to the 2001
calendar year and subsequent calendar years not yet due and payable, each to the
extent attributable to all or any portion of the Property.

            Grantee's address:      _____________________
                              =====================



<PAGE>



      Executed as of the ____ day of ________________, 2001.


                                    GRANTOR:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner

                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President



THE STATE OF COLORADO    ss.
                         ss.
COUNTY OF DENVER         ss.


      This  instrument was  acknowledged  before me on the ____ day of ________,
2001, by Harry Alcock,  Senior  Vice-President  of CPGF Stoney Creek,  L.L.C., a
South Carolina limited liability  company,  general partner of Stoney Creek CPGF
22, L.P., a Delaware limited partnership, on behalf of said partnership.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day of _____________,
2001.



                        --------------------------------------
                        Notary Public in and for the State of Colorado



<PAGE>


                                   EXHIBIT "A"


                                LEGAL DESCRIPTION



<PAGE>


                                   EXHIBIT "B"



                             PERMITTED ENCUMBRANCES






<PAGE>




                                    EXHIBIT F

                              FORM OF BILL OF SALE

      This Bill of Sale  ("Assignment")  is  executed  by STONEY  CREEK CPGF 22,
L.P.,   a   Delaware    limited    partnership    ("Seller"),    in   favor   of
__________________________, a __________________ ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of ______________,  2001 ("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,
               but only to the  extent  transferable,  which  are  described  on
               Exhibit B attached hereto.

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

          c.   Security Deposits. All of Seller's rights and interests in and to
               any and all (i)  prepaid  rent held as  security,  (ii)  security
               deposits,  and (iii) pet  deposits,  if any, held by Seller under
               any of the leases assigned pursuant hereto.

          d.   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.

          e.   Fixtures and Tangible  Personal  Property.  All of Sellers rights
               and  interests  in  and  to  fixtures,  furniture,   furnishings,
               fittings, equipment, machinery, computers, fax machines, copiers,
               apparatus,  and appliances  listed on Exhibit C attached  hereto.

     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
Contracts,  Leases,  Security  Deposits  and  Licenses  and Permits (if any) 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 Contracts,  Leases, Security Deposits and Licenses and Permits
(if any),  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
Property Contracts, Leases, Security Deposits and Licenses and Permits (if any),
pertaining to acts arising 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 Texas.

     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 OF TEXAS.

      WITNESS the signatures and seals of the undersigned.

      Dated effective as                  , 2001.
                         -----------------


                                     Seller:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner



                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President



                                   Purchaser:


                                  [PURCHASER],
                                    a ______________________________


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




<PAGE>
                                    EXHIBIT G

                               GENERAL ASSIGNMENT

      This General  Assignment  ("Assignment")  is executed by STONEY CREEK CPGF
22,   L.P.,   a   Delaware   limited   partnership   ("Seller"),   in  favor  of
__________________________, a ____________________ ("Purchaser").

      Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
Contract and dated as of _______________,  2001 ("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").  Capitalized  terms not otherwise  defined herein
shall have the meaning ascribed to them in the Purchase Contract.

      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,  concessions,  warranties,  plans, drawings, and other items of
intangible  personal  property  relating to the  ownership  or  operation of the
Property  and owned by  Seller,  but only to the extent  transferable.  The term
"Miscellaneous Assets" shall also include the following,  but only to the extent
owned by Seller  and in  Seller's  possession:  site  plans,  surveys,  soil and
substrata  studies,   architectural   renderings,   plans  and   specifications,
engineering plans and studies, floor plans, tenant data sheets,  landscape plans
and other plans or studies of any kind, if any,  which relate to the Land and or
the  Improvements  or the  Fixtures  and Tangible  Personal  Property.  The term
"Miscellaneous  Property Assets" shall also include all of Seller's  rights,  if
any, in and to the name "STONEY CREEK APARTMENTS".

      2. 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.

     3. 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.

      4. 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 pertaining
to acts arising prior to the date hereof.

     5. 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.

      6.  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.

     7. Applicable Law. This Assignment  shall be governed by and interpreted in
accordance with the laws of the State of Texas.

     8.  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.

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

     10. 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 OF TEXAS.



<PAGE>



      WITNESS the signatures and seals of the undersigned.

      Dated effective as of ________________, 2001.


                                     Seller:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner



                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President



                                   Purchaser:


                                  [PURCHASER],
                                    a ___________________________


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



<PAGE>



                                    EXHIBIT H


Tenants at the Stoney Creek Apartments
11333 Amanda Lane
Dallas, Texas 75238

Re:   Your lease at the Stoney Creek Apartments

Dear Tenant:

      Effective as of [date],  STONEY  CREEK CPGF 22,  L.P., a Delaware  limited
partnership ("Seller"),  has sold the Enfield Apartments located at 11333 Amanda
Lane,    Dallas,    Texas   75238   (and   has    assigned    your   lease)   to
______________________,  a _______________________  ("Purchaser"). In connection
with  such  sale  and  assignment,   the  Purchaser  has  assumed  the  Seller's
obligations  as  landlord  under  your lease and has also been  transferred  any
unapplied and refundable portion of your security deposit(s). The amount of your
security deposit is
$------------------------------.

      All rent  thereafter  due  should be made  payable  to the  Purchaser  and
forwarded to the following address:

      ========================
      ------------------------

      All inquiries you may have should be addressed to the property  manager at
the address set forth above.

                                Very truly yours,



                                   [Purchaser]




<PAGE>




                                     Seller:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner



                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President





<PAGE>



                                 SCHEDULE 1.1.22

                            SELLER'S NOTE OBLIGATION

1. Promissory Note dated December 29, 1995, in the original  principal amount of
$7,050,000.00,  executed by Seller and payable to the order of Secore  Financial
Corporation, a Pennsylvania corporation,  and assigned to LaSalle National Bank,
as trustee for the registered  holders of Chase Commercial  Mortgage  Securities
Corp. Commercial Mortgage Pass-Through Certificates, Series 1996-2.



<PAGE>


                                  SCHEDULE 7.3

Project                               Seller

Enfield Apartments                    Winthrop    Texas    Investors    Limited
Dallas, Texas                         Partnership







<PAGE>
                                TABLE OF CONTENTS

                                                                         Page(s)

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

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

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

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

ARTICLE 5   INSPECTIONS.....................................................5

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

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

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

ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................18

ARTICLE 10  BROKERAGE......................................................20

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

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

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

ARTICLE 14  LEAD-BASED PAINT DISCLOSURE....................................23

ARTICLE 15  EMINENT DOMAIN.................................................22

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

<PAGE>
                                 FIRST AMENDMENT
                          TO PURCHASE AND SALE CONTRACT

      THIS FIRST  AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
entered into as of the 6th day of June,  2001, by and between  STONEY CREEK CPGF
22,  L.P., a Delaware  limited  partnership  ("Seller"),  and DALLAS CITY HOMES,
INC., a Texas non-profit corporation ("Purchaser").

                                    RECITALS:

      A.  Purchaser and Seller have entered into that certain  Purchase and Sale
Contract (the "Purchase  Contract")  dated as of May 7, 2001,  covering  certain
parcels of real property located in Dallas County,  Texas, as more  particularly
described in the Purchase Contract.

      B.    Purchaser  and Seller  desire to amend the  Purchase  Contract  in
certain respects, as set forth below.

      C.    All  capitalized  terms  used but not  defined  in this  Amendment
shall have the meaning ascribed to them in the Purchase Contract.

                                   AGREEMENTS:

      FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY  ACKNOWLEDGED,  Purchaser and Seller hereby agree
as follows:

      1. Section 5.1 of the Purchase  Contract is hereby modified and amended to
extend the last day of the  Feasibility  Period from thirty (30)  calendar  days
following the Effective Date to June 22, 2001.

      2.    Except as  expressly  modified  by this  Amendment,  the  Purchase
Contract is in full force and effect as originally written.

      3. This Amendment may be executed (a) by facsimile transmission,  the same
of which will be treated as an  original,  and (b) in one or more  counterparts,
each of which  shall be  deemed  an  original  and all of which  combined  shall
constitute one and the same instrument.

      4. Each of the parties  executing this  Amendment  represents and warrants
that it has been fully  authorized  and has the requisite  authority to bind the
respective party to the terms hereof.





<PAGE>




      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the date first set forth above.


                                     Seller:


                                    STONEY CREEK CPGF 22, L.P.,
                                    a Delaware limited partnership

                                    By:   CPGF 22 Stoney Creek GP, L.L.C.,
                                          a South Carolina limited liability
                                          company, its general partner

                                          By:
                                                ------------------------
                                                Harry Alcock
                                                Senior Vice President



                                   Purchaser:


                                    DALLAS CITY HOMES, INC.,
                                    a Texas non-profit corporation


                                    By:
                                       --------------------------------------
                                          Karen Brooks-Crosby
                                          President