EXHIBIT 4(m)

                        AGREEMENT FOR PURCHASE AND SALE
                        -------------------------------

         THIS  AGREEMENT  is entered  into by ROYAL PALM  BEACH  COLONY  LIMITED
PARTNERSHIP,  a Delaware limited partnership ("Seller"), and TCR SFA APARTMENTS,
INC., a Texas corporation  ("Buyer").  The "Effective Date" of this Agreement is
the date on which the last party has signed this Agreement and delivered a fully
executed original to the other party.

                                  BACKGROUND:
                                  -----------

         Seller is currently the owner of that certain  property  located in the
Village  of  Royal  Palm  Beach  in  Palm  Beach  County,  Florida,   containing
approximately  21.8  acres,  together  with the  abandoned  Crestwood  Boulevard
right-of-way,  all of  which  is more  particularly  described  in  Exhibit  "A"
attached  hereto  and  made a part  hereof  ("Property").  The  parties  to this
Agreement  have agreed to the sale and purchase of the Property on the terms and
conditions which are set forth in this document.

                                   AGREEMENT:
                                   ----------

         1.00 Purchase and Sale.
              ------------------ 

         Subject  to all of the  terms and  conditions  of this  Agreement,  the
Seller  will sell to the Buyer and the Buyer will  purchase  from the Seller the
Property, together with all appurtenances,  rights, easements, and rights of way
incident thereto and together with all state,  municipal and county development,
utility,  impact  and  other  fees  paid  by  Seller  relating  to the  Property
("Governmental Fees") as more particularly described herein.

         2.00 Purchase Price.
              --------------- 

         The  purchase  price  to be paid by the  Buyer  to the  Seller  for the
Property is $2,040,000  ("Purchase Price").  The Purchase Price shall be payable
as hereinafter described.

         If, in connection  with the site plan  submission and approval  process
described  in Paragraph  4.01 hereof,  the Buyer is unable to obtain an approved
site plan for at least 272 rental apartment units, then the Purchase Price shall
be reduced  by the sum of $7,500  for each unit under 272 units  which is not on
the approved site plan.  However,  if the number of approved  units is less than
250 units,  then the Buyer shall,  in its sole  discretion,  either  acquire the
property  for a  purchase  price  based  upon 250 units  (i.e.  $1,875,000),  or
terminated this Agreement,  whereupon the Escrow Agent shall refund any deposits
placed  hereunder to the Buyer and the parties  shall be relieved of all further
obligations and liabilities hereunder.

         2.01 Deposit.
              -------- 
                 
         Within 2 days of the Effective Date, the Buyer shall deposit with Broad
and Cassel ("Escrow Agent") the sum of $50,000 ("First  Deposit") which shall be
invested in an interest  bearing  account  selected  by Buyer.  Upon  receipt of
final,  unappealable site plan approval from the Village of royal Palm Beach for
a minimum of 250 apartment  units,  Buyer shall  deposit an  additional  $50,000
("Second  Deposit") with Escrow Agreement and Escrow Agent shall hold the second
deposit upon the same terms as the First Deposit.  The First Deposit, the Second
Deposit and the deposit described in Paragraph 6.0 are collectively  referred to
as the "Deposit". The disposition of the Deposit shall be in accordance with the
terms and conditions of this Agreement.  Upon closing, interest shall be paid to
the Buyer.
<PAGE>
         2.02 Payment of Purchase Price.
              -------------------------- 

         At the time of closing, the Buyer will pay to Seller by cashier's check
or by wire transfer of funds the Purchase  Price as adjusted for  prorations and
adjustments as set forth in this Agreement.  Upon closing, the Escrow Agent will
return the Deposit to the Buyer.

         3.00 Title and Title Insurance.
              -------------------------- 

         Within twenty (20) days from the Effective  Date the Buyer shall obtain
a commitment for an ALTA Form B owner's title insurance policy issued by a title
insurance company reasonably acceptable to Buyer. The title insurance commitment
shall have a date  subsequent to the Effective Date and shall show that title to
the  Property  is  good  and  marketable  and  insurable  subject  to no  liens,
encumbrances,  exceptions or  qualifications  which would preclude the Buyer, in
its sole  discretion,  from  constructing  and  developing  a  rental  apartment
community upon the Property. The Buyer shall have fifteen (15) days from receipt
of the commitment in which to examine the condition of title. If the Buyer fails
to provide the Seller with written  notice of specific  defects which make title
to the Property other than as required by this paragraph within the fifteen (15)
day period, then, for all purposes of this Agreement,  the Buyer shall be deemed
to have accepted title in the condition  described in the commitment.  Any title
exceptions which are not objected to within the fifteen (15) day period shall be
deemed to be permitted exceptions.

         If the Buyer timely notifies the Seller that title does not satisfy the
requirements  of this  paragraph,  then  the  Seller  agrees  to use  reasonable
diligence to make title good,  marketable and  insurable,  for which purpose the
Seller shall have a reasonable time but in no event more than one hundred twenty
(120)  days  from the  receipt  of the  Buyer's  written  notice  that  title is
unacceptable.  After reasonable diligence on the part of the Seller, if title is
not rendered as required by this  paragraph,  then at the end of the one hundred
twenty  (120) day period any money  deposited  by the Buyer at the  election  of
Buyer,  shall be returned to Buyer,  this Agreement  shall be terminated and all
parties hereto shall be released from any and all  obligations  and  liabilities
hereunder. At any time prior to such termination, the Buyer may elect by written
notice to the Seller to waive any  defects in title,  in which event the closing
shall take place pursuant to this Agreement  without any abatement in price. The
obligation  of the Seller to cure title  defects  shall include an obligation to
expend  money (but not in excess of  $5,000.00)  but not to commence  and pursue
litigation.

         4.00 Investigation Period.
              ---------------------

         a.  Commencing on the Effective  Date,  the Buyer shall have sixty (60)
days  ("Investigation  Period") in which to  determine  that the Property can be
improved  with a  rental  apartment  project  pursuant  to a plan  feasible  and
satisfactory to the Buyer in its sole discretion (the "Intended  Improvements").
The inclusion of the  Investigation  Period in this  Agreement  shall not in any
manner alter,  modify or limit the conditions  precedent to closing set forth in
Paragraph  5.00  hereof or  Seller's  Warranties  set forth in  Paragraph  10.00
hereof.  Seller  acknowledges  that Buyer  will be  expending  funds  during the
Investigation  Period,  and that such expenditures  constitute full and valuable
consideration for this Agreement and the Investigation Period.

         b. Among other things,  during the Investigation Period the Buyer shall
review the (i) adequacy of utility service which is or will be made available to
a boundary of the  Property;  (ii) impact fees and other  charges  which will be
incurred in connection with the development of the Property, including sewer and
<PAGE>
water connection  fees;  (iii) soil conditions;  (iv) market surveys relating to
the need for Buyer's intended  improvement in the area of the Property;  and (v)
any such  other  items as Buyer may deem  pertinent.  During  the  Investigation
Period,  Seller shall  provide  Buyer and its agents with access to the Property
and Buyer  shall be  permitted  to clear the  Property as  necessary  for survey
purposes and soil borings.

         c. The Buyer hereby  indemnifies and holds the Seller harmless from any
damage, loss, cost or expense including, but not limited to, attorneys' fees and
costs  incurred  by the Seller as a result of the  negligence,  recklessness  or
willful misconduct of any of Buyer's agents or employees who enter the Property.
Prior to entering onto the Property, Buyer shall provide Seller with evidence of
liability insurance coverage reasonably satisfactory to Seller.

         Buyer shall have no indemnification  obligation or other liability for,
or in  connection  with any claims  arising from  pre-existing  conditions on or
under  the  Property,  or  those  arising  from  the  presence,   discovery,  or
disturbance   of  "Hazardous   Substances"  as  such  term  is  defined  in  the
Comprehensive Environmental Response,  Compensation and Liability Act. 42 U.S.C.
ss. 96-0 et seq. and the  regulations  promulgated  thereunder  (as amended from
time to time) and shall  include oil and oil waste as those terms are defined in
the Clean Water Act, 33 U.S.C.  ss1251 et seq. and the  regulations  promulgated
thereunder  (as  amended  from time to time),  the  Resource,  Conservation  and
Recovery  Act, 42  U.S.C.ss6901  et seq. and the Florida  Resource  Recovery and
Management Act, Florida Statutes  ss403.70-403.73,  each as amended from time to
time and shall include any other elements or compounds  contained in the list of
hazardous  substances  adopted by the  United  States  Environmental  Protection
Agency (the "EPA") and the list of toxic  pollutants  designated  by Congress or
the EPA as defined by any other Federal, State or local statute, law, ordinance,
code,  rule,  regulation,  order or decree  relating  to  standards  of  conduct
concerning any toxic or dangerous waste or substance.

         d. Within fifteen (15) days after the Effective Date,  Seller agrees to
provide Buyer with copies of all documents in Seller's possession  pertaining to
the Property and the proposed  development  thereof, if any, including , but not
limited to, surveys, site plans, proposed governmental  regulations,  agreements
relating to school, water, sewer, road and recreational impact fees, association
documents,  developers  agreements  (whether  recorded  or not),  and any  other
document in Seller's possession or in the possession of any of Seller employees,
agents or independent contractors, if any.

         e. If for any  reason  the Buyer,  in its sole  discretion,  determines
during the Investigation  Period that the Intended  Improvements cannot be built
on  the  Property,  then  no  later  than  6:00  p.m.  on  the  last  day of the
Investigation Period, the Buyer shall, in writing, notify the Seller that it has
elected not to proceed and  thereupon the Deposit shall be returned to the Buyer
and the parties  hereto  shall be relieved of all  liabilities  and  obligations
under this  Agreement.  In the event,  Buyer  fails to notify  Seller in writing
prior to the expiration of the  Investigation  Period,  Buyer shall be deemed to
have elected to proceed.  If Buyer elects not to proceed, it will provide Seller
with copies of surveys, soil tests and third party market studies, if any, which
it has obtained during the Investigation Period.

         4.01 Development Approval.
              --------------------- 

         If Buyer elects to proceed with this transaction  pursuant to the terms
of Paragraph 4.00 hereof,  Buyer will promptly thereafter initiate the planning,
design,  approval and permitting process for the development of the Property and
the construction of the Intended Improvements and will thereafter diligently and
<PAGE>
continuously  pursue  obtaining  the  Development  Approvals in a time  sequence
deemed  reasonable by Buyer in its  discretion.  Such  approvals and permits are
hereinafter collectively the "Development Approvals",  and will include, but not
be limited to:

         a. Site Plan Approval.

         b. Plat approval and recordation of any amendments  necessary to permit
the constructions and development of the Intended Improvements on the Property:

         c. All approvals relative to concurrency issues; and

         d. All  building,  engineering  and utility  permits  required  for the
development and construction of the Intended Improvements; and

         e.  All  necessary   approvals   from  the   appropriate   governmental
authorities  (including  reasonable  variances  which Buyer deems  necessary) in
order to permit the commencement of development and construction of the Intended
Improvements.

         Seller  agrees to  cooperate  with Buyer in obtaining  the  Development
Approvals,  provided  Seller  shall not  thereby be required to incur any costs.
Seller's  cooperation  shall  include,  but not be limited to the  execution  of
consents, applications, petitions and agreement as may be required by applicable
governmental authorities or entities ("Development Applications") and attendance
by Seller at meetings, proceedings or hearings (if required). If Seller fails or
refuses to execute and deliver to Buyer any Development Applications within five
(5) business  days of Buyer's  delivery of same to Seller,  the time periods for
Buyer's  performance  hereunder  and the closing  date shall be extended for the
number of days Buyer has been  delayed in the approval  and  permitting  process
attributable to Seller's  failure to deliver to Buyer the requested  Development
Applications,  provided,  however,  if Seller  fails or refuses  to execute  any
Development  Applications for a period in excess of ten (10) business days after
delivery of same by Buyer to Seller,  Buyer may elect (i) to extend the time for
obtaining  Development  Approvals  and the  closing  date for the number of days
Buyer has been delayed in the approval and permitting  process  attributable  to
seller's failure to deliver to Buyer the requested Development Applications,  or
(ii) Buyer may deem the Seller in default of this Agreement.

         5.00 Conditions Precedent to Buyer's Obligation to Close.
              ---------------------------------------------------- 

         The following are specific conditions which must be satisfied prior to,
and must be true at closing BUT, THE FAILURE TO SATISFY ANY OF THESE  CONDITIONS
SHALL NOT EXTEND THE CLOSING AS DESCRIBED IN SECTION 6.00A. BELOW:

         a. The Property is zoned to permit the development of Buyers,  Intended
Improvements.

         b. The Buyer has obtained the Development Approvals.

         c.   There  are  no   governmental   prohibitions   (including   zoning
restrictions  or  conditions  or water,  sewer,  building or other  moratoria in
effect) that prevent  Buyer from  proceeding  to  construct  and occupy  Buyer's
Intended Improvements.
<PAGE>
         d. There  shall be direct,  uninterrupted  and  continuous  ingress and
egress access for pedestrian and vehicular traffic from the Property to a public
road or road right-of-way and all necessary curb cuts and street opening permits
shall have been obtained or approved.

         e. An updated environmental audit of the Property (performed at Buyer's
expense) shall indicated no adverse environmental conditions as of the closing.

         f. Title to the Property  shall be good,  marketable  and insurable and
subject only to the Permitted Exceptions.

         6.00 Closing.
              --------

         a. The purchase and sale contemplated by this Agreement shall be closed
on the earlier of nine (9) months after the Effective  Date or the date which is
fifteen  (15)  days  after  Buyer  obtains  building  permits  for the  Intended
Improvements.  The closing  will be held at the offices of Seller's  attorney in
Palm Beach County or at such other place as the parties may mutually agree upon.

         b. If Buyer has been diligently pursing the receipt of building permits
from the Village of Royal Palm Beach but has not  obtained  them within nine (9)
months from the Effective Date, then Buyer shall be entitled to three successive
30-day extensions of the Closing. In order to obtain each 30-day extension,  the
Buyer shall  provide the Seller with five days' prior  notice of its election to
extend the  Closing  for 30 days.  The written  Notice  shall be  simultaneously
accompanied  with  a $25,000  payment of an  additional  deposit to the  Seller.
During any of the 30-day extensions of the Closing,  the Buyer will continue its
diligent  pursuit of building  permits.  If the Buyer  fails to obtain  building
permits by the end of any of the extension periods,  and if the Buyer elects not
to close, then any of the $25,000 additional deposits made by the Buyer shall be
retained by the Seller and the balance of the Deposit  held by the Escrow  Agent
shall be returned to the Buyer. If the Buyer closes this transaction then all of
the $25,000 additional deposits as well as the Deposit, shall be credited toward
the payment of the Purchase Price.

         b.  Notwithstanding  anything contained herein to the contrary,  at any
time prior to the scheduled closing,  the buyer in its sole discretion may elect
to close this  transaction.  Buyer shall exercise this election by delivering to
the Seller written  notice of the Buyer's  intention to close which notice shall
set a closing  date not less than ten (10)  days nor more than  forty-five  (45)
days from the date of the notice.

         6.01 Seller's Deliverance.
              ---------------------

         Seller  shall  deliver  to the  Buyer  at  the  closing  the  following
documents,  dated as of the closing  date,  the  delivery  and accuracy of which
shall be a condition to the Buyer's  obligation to  consummate  the purchase and
sale:

         a. Warranty Deed. A statutory  warranty deed in recordable  form,  duly
executed by the Seller,  conveying to the Buyer good,  marketable  and insurable
fee simple title to the Property subject only to those  exceptions  contained in
the  title  commitment,  with  the  legal  description  provided  in  the  title
commitment.

         b. Affidavit.  A no-lien and exclusive  possession  affidavit of a form
and  content  customarily  used in  Palm  Beach  County,  Florida.  The  no-lien
affidavit  shall relate to any activity of the Seller at the Property within the
period that a mechanic's  lien can be filed based on such activity  prior to the
closing.
<PAGE>
         c. FIRPTA  Affidavit.  In order to comply with the  requirements of the
Foreign Investment Real Property Tax Act of 1980 "(FIRPTA"), Seller will deliver
to Buyer at closing  Seller's  affidavit  under  penalty of perjury  stating the
Seller is not a "foreign  person,"  as defined in Section  1445 of the  Internal
Revenue  Code of 1986 and the U.S.  Treasury  Regulations  thereunder.,  setting
forth Seller's taxpayer identification number, and that Seller intends to file a
United States income tax return with respect to the transfer.  Seller represents
and warrants to Buyer that it has not made nor does Seller have any knowledge of
any  transfer  of the  Property  or any  part  thereof  that is  subject  to any
provisions of FIRPTA that has not been fully complied with by either transferror
or transferee.

         As required by law, if Seller fails to comply with the  requirement  of
this  paragraph,  Buyer  shall  withhold  10% of the  Purchase  Price in lieu of
payment  thereof  to Seller  and pay it over  instead  to the  Internal  Revenue
Service in such form and manner as may be required by law.

         d.  Seller's  Certificate.  A duly  executed  certification  that every
warranty  of the  Seller  under  this  Agreement  is true and  correct as of the
closing as if made by the Seller at such time.

         e. Evidence of Authority.  Duly executed  resolutions,  authorizing the
appropriate  officers  or  partners  of Seller to execute and deliver any of the
above-listed  documents  on behalf of the  Seller.  Additionally,  Seller  shall
deliver to the Buyer current certificates of good standing.

         f. Other Documents.  Such other documents as may reasonable be required
by the  Buyer  iln  order to  consumate  the  transaction  contemplated  by this
Agreement. Seller shall also deliver to Buyer and Buyer's attorney copies of all
of the  foregoing  documents at least five (5) days prior to closing for Buyer's
review.

         6.02 Buyer's Deliveries.
              -------------------

         At the closing, and after the Seller has complied with all of the terms
and conditions of this Agreement and  simultaneously  with Seller's  delivery of
the documents required in Paragraph 6.01, the Buyer shall:

         a.  Purchase  Price.  Pay to the Seller by wire  transfer  of funds the
Purchase  Price,  adjusted  for the  prorations  and other  payments for in this
Agreement; and

         b. Corporate Resolution. Deliver to Seller a corporate resolution, duly
executed, authorizing Buyer to close the subject transaction.

         c. Other  Documents.  Deliver such other documents as may reasonably be
required by the Seller in order to consummate the  transaction  contemplated  by
this Agreement.

         6.03 Closing and Recording Costs.
         ---------------------------------

         The Seller  shall pay the cost of  documentary  stamps to be affixed to
the deed, surtax on the deed of conveyance,  if any, one-half of the cost of the
owner's title insurance policy premium, and all recording costs (except the cost
of recording curative documents required pursuant to the terms of Paragraph 3.00
hereof,  which costs shall be paid by the  Seller).  Buyer shall pay the cost of
the boundary survey and one-half of the cost of the title insurance premium.
<PAGE>
         7.00 Taxes and Prorations.
              ---------------------

         At the closing, the taxes on the Property shall be prorated between the
parties  on the basis of the taxes paid for the most  recent  year that has been
assessed  and  billed.  If the  actual  taxes  for the year of  closing  are not
determinable  at the closing date,  then the parties  agree to re-prorate  taxes
promptly  upon  issuance  of the tax  bill  for the  year  of  closing.  Special
assessment  liens  certified as of closing shall be paid by the Seller.  Pending
liens shall be assumed by the Buyer.

         8.00 Possession.
              -----------

         The Buyer shall be granted  full  possession  of the Property as of the
closing.

         9.00 Survey.
              -------

         Buyer  will  obtain a current  boundary  survey of the  Property  dated
subsequent to the Effective  Date.  The survey shall be certified to the Seller,
the Buyer, the lending institution  designated by Buyer, if any, the title agent
and the title  insurance  company.  The survey  shall be  prepared by a licensed
Florida  land  surveyor  in  accordance  with the  minimum  technical  standards
established  by the Florida  Board of Land  Surveyors and shall be sufficient to
cause the deletion from the title commitment matters which would be disclosed by
an accurate  survey.  The survey shall  contain a  certification  of the acreage
contained  within the  Property,  the average  elevation of the Property and the
FEMA flood zone  designation,  and shall  disclose all  instruments of record as
designated  in the Title  Evidence.  The  survey  shall  show that  there are no
encroachments  on the Property.  Any  encroachments  shown shall be treated as a
title defect in accordance  with  Paragraph  3.00.  Buyer shall notify Seller of
survey defects prior to the expiration of the title review period.

         10.00 Seller's Warranties.
               --------------------

         Seller hereby warrants to Buyer as follows:

         a. Seller owns the Property  subject only to the title exceptions which
are reflected in the title commitment described in section 3.00.

         b. There are no condemnation or eminent domain  proceedings  pending or
to the best of Seller's knowledge  contemplated against the Property or any part
thereof,  and the  Seller  has  received  no notice of the  desire of any public
authority to take or use the Property or any part thereof.

         c. There are no pending suits or  proceedings  against or affecting the
Seller or any part of the  Property  which (i) do or could  affect  title to the
Property or any part thereof;  or (ii) do or could prohibit or make unlawful the
consummation of the transaction contemplated by this Agreement, or render Seller
unable to consummate the same.

         d. To the best of Seller's  knowledge no toxic and/or  hazardous wastes
as defined by Federal or Florida  law have been used or stored in, on,  under or
about the
Property.

         e. Seller has full power and  authority  to execute  and  deliver  this
Agreement  and all  documents now or hereafter to be delivered by it pursuant to
this Agreement and to perform all obligations arising under this Agreement.
<PAGE>
         f. This Agreement and Seller's Documents do not and will not contravene
any  provision  of  Seller's  Agreement  of Limited  Partnership  or any present
judgment,  order, decree, writ or injunction,  or any provision of any currently
applicable law or regulation.

         g. Seller is a limited  partnership duly organized and validly existing
under the laws of the State of Delaware.

         h. The  Property is or at the time of closing will be free and clear of
all  liens  except  for ad  valorem  taxes  for the year  1998,  not yet due and
payable, and for all subsequent years;

         i. Seller has  received no notice of and to its  knowledge  there is no
violation of any law,  regulation,  ordinance,  order or judgment  affecting the
Property.

         j. Seller has no knowledge of any unrecorded easements, restrictions or
encumbrances affecting all or any part of the Property.

         k. Seller is not aware of any facts which prohibit it from closing this
Agreement in accordance with the terms hereof.

         l. There are no agreements, waivers or other arrangements providing for
any  extension  of time with  respect  to the  assessment  of any type of tax or
deficiency  against  Seller  in  respect  of the  Property,  nor to the  best of
Seller's knowledge, are there any actions, suits, proceedings, investigations or
claims for additional taxes and assessments asserted by any taxing authority.

         m. There are no mechanics' or materialmen's  liens against the Property
and if subsequent to closing  hereunder,  any mechanics' or other liens shall be
filed against the Property or against  Buyer or its assigns,  based upon any act
or omission  occurring prior to closing on the Property,  Seller shall take such
action,  within ten (10) days after the filing  thereof,  by  bonding,  deposit,
payment or  otherwise,  as will remove,  transfer or satisfy such lien of record
against the Property, at Seller's sole cost and expense.

         n. There are no parties in  possession  of any portion of the Property,
whether as lessees, tenants-at-sufferance, trespassers or otherwise.

         At the closing, the Seller shall, in writing, reaffirm to the Buyer the
truth and  correctness,  as of the closing date, of each of the  warranties  and
agrees to indemnify and hold the Buyer harmless from any loss or damage suffered
by the Buyer on account of the untruth or incorrectness of any such warranties.

         11.00 Covenants of Seller.
               --------------------

         Seller hereby convenants with the Buyer as follows:

         a. Between the date of this Agreement and the closing, Seller will not,
without  the  Buyer's  prior  written   consent,   create  by  its  consent  any
encumbrances  on the Property  nor will Seller  accept any  additional  advances
under any existing mortgage on the Property.  For purposes of this provision the
term "encumbrances"  shall mean any liens, claims,  options,  mortgages or other
encumbrances,   encroachments,   rights-of-way,  leases,  easements,  covenants,
conditions or restrictions.
<PAGE>
         b. Between the date of this  Agreement and the date of closing,  Seller
will  not  file  any   application   for  any  change  of  the  present   zoning
classification  of the Property unless such change is requested by the Buyer and
is consistent with the Intended Improvements.

         12.00 Moratoria.
               ----------

         If, at the time of closing,  there are sewer, water,  building or other
moratoria in effect which would  interfere with the immediate  construction  and
occupancy of the Intended Improvements, then Buyer, at its sole option, may: (i)
close the  transaction  without  regard to the  moratoria;  or (ii)  extend  the
closing for up to ninety (90) days (without placing any additional deposits). If
at the end of the 90-day period the moratorium  has not been removed,  Buyer may
elect to terminate the  Agreement and obtain a refund of the Deposit,  whereupon
the parties  shall be  relieved  from all further  liabilities  and  obligations
hereunder.  If the moratorium is lifted within the 90 day extension period, then
the closing  shall take place within 15 days after the date that the  moratorium
is lifted.

         13.00 Real Estate Commissions.
               ------------------------

         Seller  hereby  warrants  to the Buyer that  Seller has not  engaged or
dealt with any broker or agent other than RTL Realty, Inc. ("Seller's  Broker"),
with respect to the purchase  and sale of the Property as  contemplated  by this
Agreement.  Seller shall  indemnify and hold the Buyer harmless  against any and
all  liability,  cost,  damage  and  expense  (including,  but not  limited  to,
attorneys'  fees and costs of litigation and appeals) Buyer shall ever suffer or
incur because of any claim by any broker or agent,  including  Seller's  Broker,
claiming  to have dealt with the  Seller,  whether or not  meritorious,  for any
commission  or other  compensation  with  respect  to this  Agreement  or to the
purchase and sale of the Property in accordance  with this  Agreement.  Seller's
broker shall be paid at closing by Seller, a commission determined pursuant to a
separate agreement.

         Buyer  hereby  warrants to the Seller that Buyer has not dealt with any
broker or agent,  other than  Seller's  Broker with  respect to the purchase and
sale of the Property as contemplated  by this  Agreement.  Buyer shall indemnify
and hold the Seller harmless against any and all liability,  loss, cost,  damage
and  expense  (including,  but not  limited  to,  attorneys'  fees and  costs of
litigation and appeal) Seller shall ever suffer or incur because of any claim by
any broker or agent, other than Seller's Broker, claiming to have dealt with the
Buyer, whether or not meritorious, for any commission or other compensation with
respect  to this  Agreement  or to the  purchase  and  sale of the  Property  in
accordance with this Agreement.

         14.00 Condemnation.
               -------------

         In the  event  of the  institution  against  the  record  owner  of the
Property of any proceedings,  judicial, administrative or otherwise, relating to
the taking,  or to a proposed  taking of any portion of the  Property by eminent
domain,  condemnation  or  otherwise  (which  materially  impairs  the  proposed
development of the Intended  Improvements on the Property) prior to closing,  or
in the event of the taking of any  portion of the  Property  by eminent  domain,
condemnation  or otherwise,  prior to closing,  then the Seller shall notify the
Buyer promptly and the Buyer shall have the option, in its sole and absolute
<PAGE>
discretion of either (i) terminating  this Agreement and obtaining a full refund
of the Deposit (upon which the Buyer's  Deposit shall be returned to Buyer);  or
(ii) closing in accordance with the terms of this Agreement, but at such closing
the Seller shall assign to the Buyer all of its right, title and interest in and
to any net awards  that have been or may be made with  respect  to such  eminent
domain  proceeding  or  condemnation.  Such  election  must be made by the Buyer
within  thirty (30) days of the notice  furnished  by Seller.  If Buyer fails to
make an election in writing,  Buyer shall be deemed to have elected  alternative
(i).

         15.00 Default.
               --------

         If this  transaction  does not close solely due to a refusal or default
on the part of the Buyer  (including,  without  limitations  Buyer's  failure to
close when it is  obligated  to close  pursuant  to the terms  hereof)  then any
deposit  placed  under this  Agreement  shall be  delivered  by the Escrow Agent
(together  with interest  thereon) to the Seller as  liquidated  and agreed upon
damages;  and  thereafter,   the  Buyer  shall  be  relieved  from  all  further
obligations  under this  Agreement  and the Seller  shall have no further  claim
against  the Buyer for  specific  performance  or for  damages  by reason of the
failure of the Buyer to close this transaction.

         If this transaction  fails to close due to a default on the part of the
Seller, then at the option of the Buyer any deposits placed under this Agreement
(together  with interest  thereon)  shall be returned by the Escrow Agent to the
Buyer,  together with all interest earned thereon,  provided however,  that such
return  shall  not limit  Buyer's  right to  maintain  an  action  for  specific
performance or for actual out-of-pocket  documented damages incurred by Buyer in
connection  with  this  Agreement  and  the  rights  and  obligations  of  Buyer
hereunder,  which  damages  shall be limited to monies  paid by Buyer or owed by
Buyer to third parties (other than Buyer or its salaried employees in connection
with this transaction.

         16. Escrow.
             -------

         Any Escrow Agent receiving funds is authorized and agrees by acceptance
thereof to  promptly  deposit  and to hold same in escrow and to  disburse  same
subject to clearance  thereof in  accordance  with terms and  conditions of this
Agreement.  Failure of  clearance of funds shall not excuse  performance  by the
Buyer.  In the  event  of  doubt  as to its  duties  or  liabilities  under  the
provisions  of this  Agreement,  the Escrow  Agent may, in its sole  discretion,
continue  to hold the  monies  which are the  subject of this  escrow  until the
parties  mutually agree to the  disbursement  thereof,  or until a judgment of a
court of  competent  jurisdiction  shall  determine  the  rights of the  parties
thereto,  or it may deposit all the monies then held pursuant to this  Agreement
with the Clerk of the  Circuit  Court of Palm Beach  County,  Florida,  and upon
notifying all parties concerned of such action, all liability on the part of the
Escrow Agent shall fully  terminate,  except to the extent of accounting for any
monies  theretofore  delivered  out of escrow.  In the event of any suit between
Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as
such Escrow Agent  hereunder,  or in the event of any suit wherein  Escrow Agent
interpleads  the  subject  matter of this  escrow,  the  Escrow  Agent  shall be
entitled to recover a reasonable  attorney's fee and costs  incurred,  said fees
and costs to be charged and  assessed  as court cost in favor of the  prevailing
party.  All parties  further  agree that the Escrow Agent shall not be liable to
any  party or person  whomsoever  for  misdelivery  to Buyer or Seller of monies
subject to this esrow unless such misdelivery  shall be due to willful breach of
this Agreement or gross  negligence on the part of the Escrow Agent.  Seller and
Buyer  agree  that the  status of Buyer's  counsel  as Escrow  Agent  under this
Agreement  does not  disqualify  such law firm  from  representing  the Buyer in
connection  with this  transaction  and in any disputes  that may arise  between
Seller  and  Buyer  concerning  this  transaction,   including  any  dispute  or
controversy with respect to the Deposit.
<PAGE>
         17.00 Entire Agreement.
               -----------------

         This Agreement  constitutes  the entire  agreement  between the parties
with respect to the transaction contemplated herein, and it supersedes all prior
understandings or agreements between the parties.

         18.00 Binding Effect.
               ---------------

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective heirs, devisees,  personal representatives ,
successors and permitted assigns.

         19.00 Survival of Paragraphs.
               -----------------------

         Except  for the  warranties  contained  in the deed and  other  closing
documents none of the terms,  conditions and warranties  contained  herein shall
survive the closing and delivery of the deed of conveyance  contemplated by this
Agreement for a period of six (6) months.

         20.00 Waiver; Modification.
               ---------------------

         The  failure by the Buyer or Seller to insist  upon or  enforce  any of
their rights shall not constitute a waiver thereof, and nothing shall constitute
a waiver of the Buyer's or Seller's right to insist upon strict  compliance with
the terms of this Agreement. Either party may waive the benefit of any provision
or  condition  for its benefit  which is contained  in this  Agreement.  No oral
modification  of this  Agreement  shall  be  binding  upon the  parties  and any
modification must be in writing and signed by the parties.

         21.00 Governing Law; Venue.
               ---------------------

         This Agreement shall be governed by and construed under the laws of the
State of Florida.  The venue of any  litigation  arising  out of this  Agreement
shall be Palm Beach County, Florida.

         22.00 Headings.
               ---------

         The  paragraph  headings  as  set  forth  in  this  Agreement  are  for
convenience  or  reference  only and shall not be deemed to vary the  content of
this Agreement or limit the provisions or scope of any paragraph herein.

         23.00 Notices.
               --------

         Any notice, request,  demand,  instruction or other communication to be
given to either party,  except where  required by the terms of this Agreement to
be delivered at the closing, shall be in writing and shall be sent via telecopy,
or by registered or certified  mail,  return  receipt  requested,  or by express
overnight courier, as follows:

If to Buyer:              TCR SFA Apartments, Inc.
                          6400 Congress Avenue, Suite 1000
                          Boca Raton, Florida 33487
                          Attn:  Mr. Greg Iglehart

with copy to:             Broad and Cassel
                          7777 Glades Road, Suite 300
                          Boca Raton, Florida 33434
                          Attn: Jeffrey A. Deutch, Esquire
<PAGE>
If to Seller:             Royal Palm Beach Colony LP
                          2501 S. Ocean Drive
                          Hollywood, FL 33019

with copy to:             Martin Shapiro, Esquire
                          767  Arthur Godfrey Road
                          Miami Beach, FL  33140

                                     and

                          Mr. Randy  Rieger
                          3225 Aviation Ave.
                          Coconut Grove, FL 33133

         Notice  shall be deemed given if forwarded by telecopy on the date sent
provided the sender has received a confirmation of such transmittal and receipt.
If forwarded  by certified  mail  through the  facilities  of the United  States
Postal Office,  notice shall be deemed given on the third day following the date
that the notice in question is deposited in the  facilities  of the U.S.  Postal
Service. If notice is forwarded by express overnight courier, it shall be deemed
given on the day  following the date that the notice in question is deposited in
the facilities of an express overnight courier.

         24.00 Assignment; Gables Residential Trust or one of its affiliates 
               -----------

         This  Agreement  may not be assigned  by the Buyer  except to an entity
controlled  by or under  common  control  with the Buyer,  or in the event of an
assignment,  the Buyer  shall be  released  from any and all of its  obligations
hereunder, provided that the assignee of such rights agrees to be fully bound by
the terms and conditions of this Agreement as if such assignee were the original
party hereto.

         25.00 Attorneys' Fees.
               ----------------

         In the event that it becomes  necessary  for either party to bring suit
to enforce  the terms of this  Agreement,  then the  prevailing  party  shall be
entitled to recover all costs, including attorneys' fees, incurred in connection
with such litigation (including appellate proceedings) against the nonprevailing
party.

         26.00 Time of the Essence.
               --------------------

         Time is of the essence with respect to each provision of this Agreement
which requires that action be taken by either party within a stated time period,
or upon a specified date.  Provided however, if the date for performance is on a
Saturday,  Sunday or federal holiday, the date for performance shall be extended
to the next business day.

         27.00 Construction.
               -------------
         Each party hereto  acknowledges  that all parties  hereto  participated
equally  in the  drafting  of this  Agreement  and that,  accordingly,  no court
construing this Agreement shall construe it more  stringently  against one party
than the other.
<PAGE>
         28.00 Counterparts.
               -------------

         To  facilitate  execution,  this  Agreement  may be executed in an many
counterparts  as may be  required;  and it  shall  not  be  necessary  that  the
signature  of , or on behalf  of,  each  party,  or that the  signatures  of all
persons required to bind any party, appear on each counterpart;  but it shall be
sufficient  that the  signature  of, or on behalf of,  each  party,  or that the
signature  of the persons  required  to bind the party  appear on one or more of
such  counterparts.  All  counterparts  shall  collectively  constitute a single
agreement. 

         29.00 Signage.
               --------

         Commencing  upon the Effective Date and ending upon the  termination of
this  Agreement,  Seller  grants to Buyer the right to erect a sign,  reasonably
acceptable to Seller, upon the Property  advertising the proposed development by
Buyer and directing  inquiries  regarding the proposed  development to Buyer. If
this  Agreement is terminated for any reason,  Buyer shall  promptly  remove any
sign erected by Buyer.

         30.00 Radon Gas.
               ----------

         The  following  disclosure  is required to be  furnished to Buyer under
Florida law:

         Radon  is a  naturally  occurring  radioactive  gas  that,  when it has
accumulated in a building in sufficient quantities,  may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
center.

         31.00 Commercial Outparcel.
               ---------------------

         Simultaneously  with its execution of this  Agreement,  the Seller will
provide the Buyer with a legal  description of  approximately  1.6 acres more or
less which shall be part of Parcel C of the  Property and which will be adjacent
to the existing adjacent shopping center property.  The 1.6 acre parcel shall be
excluded  from the Property and shall be retained by the Seller,  to be included
as part of the adjoining shopping center.
<PAGE>
         IN WITNESS WHEREORF, the parties have executed this Agreement as of the
day and year last below written.


                                                 BUYER:

                                                 TCR SFA APRATMENTS, INC., a
                                                 Texas corporation

                                                 By:
                                                 Name:
                                                 Title:

                                                 Date:

                                                 SELLER:

                                                 ROYAL PALM BEACH COLONY LIMITED
                                                 PARTNERSHIP, a Delaware limited
                                                 partnership

                                                 By: Stein Management Company
                                                     Inc., as Managing General
                                                     Partner

                                                 By:
                                                 Name:
                                                 Title:

                                                 Date:

         The  undersigned  agrees to act as Escrow Agent in accordance  with the
terms of this Agreement.

                                                 BROAD AND CASSEL

                                                 Jeffrey  A. Deutch, P.A.
                                                 Partner

                                                 By: /s/Jeffrey A. Deutch
                                                     --------------------
                                                     Jeffery A. Deutch
<PAGE>

               FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
               --------------------------------------------------

         THIS FIRST  AMENDMENT  TO  AGREEMENT  FOR PURCHASE AND SALE is entered
into by  ROYAL  PALM  BEACH  COLONY  LIMITED  PARTNERSHIP,  a  Delaware  limited
partnership   ("Seller"),   and  GABLES  EAST  CONSTRUCTION,   INC.,  a  Georgia
corporation ("Buyer").

                                   BACKGROUND:
                                   -----------

         Seller  executed an Agreement  for Purchase and Sale (the  "Agreement")
with an Effective  Date of March 19, 1998 in which TCR SFA  Apartments,  Inc., a
Texas corporation was the buyer.  Pursuant to an Assignment dated April 1, 1998.
TCR SFA Apartments, Inc. assigned all of its right, title and interest as buyer
to the Buyer.  Seller and Buyer have agreed to amend the Agreement in accordance
with the terms of this First Amendment.

                                   AGREEMENT:
                                   ----------

         1.00 Purchase Price.
              ---------------

         The parties  agree that the text of paragraph  2.00 of the Agreement is
amended to read as follows:

         The  purchase  price  to be paid by the  Buyer  to the  Seller  for the
         Property is $2,250,000  ("Purchase Price"). The Purchase Price shall be
         payable as hereinafter described.

         If, in connection  with the site plan  submission and approval  process
         described  in Paragraph  4.01 hereof,  the Buyer is unable to obtain an
         approved site plan for at least 300 rental  apartment  units,  then the
         Purchase  Price  shall be  reduced  by the sum of $7,500  for each unit
         under 300 units which is not on the approved site plan. However, if the
         number of  the  approved  units is less than 290  units  then the Buyer
         shall,  in its  sole  discretion  either  acquire  the  Property  for a
         Purchase Price based upon 290 units (i.e. $2,175,000) or terminate this
         Agreement,  whereupon the Escrow Agent shall refund any deposits placed
         hereunder to the Buyer and the parties shall be relieved of all further
         obligations and liabilities hereunder.

         2.00 Mitigation Costs.
              -----------------

         a.  During  the  Investigation  Period the Buyer has  learned  that the
Property  includes  wetlands  which cannot be developed  without the approval of
South Florida Water Management  District  ("SFWMD");  the Village of Royal Palm
Beach  ("Village");  and/or the Army Corps of  Engineers  ("ACOE").  In order to
obtain such  approvals,  the Buyer  anticipates  the  imposition  of  mitigation
requirements  by  SFWMD,  Village  and ACOE that  will  result in a  substantial
financial  obligation  upon the  Buyer.  For  purposes  of this  paragraph,  the
payments  required by SFWMD,  Village and/or ACOE,  together with  professional
fees incurred by Buyer in pursuing  development permits for the wetlands,  will
be  referred to as  "Mitigation  Cost".  The Seller  agrees that it will pay the
first $270,000 of the Mitigation Cost.

         b. Promptly following the execution of this First Amendment,  the Buyer
will retain an  engineering  firm  reasonably  acceptable  to the Seller for the
purpose of: (i) ascertaining the exact area of the jurisdictional  wetlands; and
(ii)  assisting the Buyer in its  submissions to  governmental  agencies for the
necessary  permits to develop the wetlands.  Once the Buyer has  ascertained the
exact area of jurisdictional  wetlands and has applied for development  permits,
it will afford the Seller an opportunity  to negotiate with SFWMD,  the Village,
and/or ACOE to obtain permission to contribute land which is owned by the Seller
in an effort to reduce the Mitigation Cost.

         c.  Seller  agrees that  within a  reasonable  time after the Buyer has
applied for its permits to develop the wetlands,  it will make a final  decision
whether or not it will  contribute  land in an effort to reduce  the  Mitigation
Cost.  Seller  acknowledges  that it must make its decision promptly in order to
avoid  any  delay  in  the  issuance  to  Buyer  of  permits  for  the  wetlands
development.  The Seller  acknowledges  that any delay on its part in making its
decision  whether or not to  contribute  land may delay the  Buyer's  efforts in
securing its Development Approvals.  Accordingly,  any such delay on the part of
the Seller  shall serve to extend the closing date by the same amount of time as
the delay.

         d. By way of an example,  assume that the Mitigation Cost is determined
to be $350,000.  Assume also that by contributing land the Seller can reduce the
Mitigation Cost by $150,000. By doing so, the Seller will be responsible for the
payment of $120,000 of Mitigation Cost and the Buyer will be responsible for the
balance. If the contribution of land by the Seller results in a reduction of the
Mitigation  Cost from $350,000 to $300,000,  then the Seller will be responsible
for  $220,000  of  Mitigation  cost and the Buyer  will be  responsible  for the
balance.  Upon  closing,  the Buyer shall be  entitled  to a credit  against the
Purchase   Price  for  the  amount  of  the   Mitigation  Cost  which  is  the
responsibility of the Seller.

         3.00 Status of Agreement.
              --------------------

         The  Investigation  Period has  terminated.  The Buyer has reviewed and
approved a title insurance  commitment subject,  however, to the certain matters
which have been raised as title  objections  in a letter  dated May 8, 1998 from
Jeffrey A. Deutch, Esquire, to Martin Shapiro, Esquire.

         4.00 No Further Modification.
              ------------------------

         Except as  modified  in this First  Amendment,  the  Agreement  remains
unchanged and continues in full force and effect.


                                   SELLER:                           
                                                                     
                                   ROYAL PALM BEACH COLONY LIMITED   
                                   PARTNERSHIP, a Delaware limited   
                                   partnership                       
                                                                     
                                   By: Stein Management Company, Inc.
                                       as Managing General Partner       
                                                                     
                                   By:    /s/Randy Rieger
                                          --------------- 
                                   Name:  Randy Rieger                
                                   Title: Authorized Agent           
                                                                     
                                   Date: June  , 1998                
                                                                     
                                   BUYER:                            
                                                                     
                                   GABLES EAST CONSTRUCTION, INC., a 
                                   Georgia corporation               
                                                                     
                                   By:    /s/Greg Iglehart  
                                          ----------------
                                   Name:  Greg Iglehart               
                                   Title: Vice President             
                                                                     
                                   Date: June 30,  1998   
<PAGE>
                SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
                -----------------------------------------------

         THIS SECOND  AMENDMENT TO PURCHASE AND SALE AGREEMENT  ("Amendment") is
executed as of the date set forth below by and between  ROYAL PALM BEACH  COLONY
LIMITED PARTNERSHIP,  a Delaware limited partnership  ("Seller") and GABLES EAST
CONSTRUCTION, INC. a Georgia corporation ("Buyer").

                                  WITNESSETH:
                                  -----------

         WHEREAS, Seller and TCR SFA Apartments,  Inc. entered into that certain
Agreement for Purchase and Sale with an Effective  Date of March 19, 1998 which
was amended by the terms of a First Amendment dated June 30, 1998 ("Agreement");
and

         WHEREAS, the Agreement was assigned to Buyer by that certain Assignment
dated April 1, 1998; and

         WHEREAS,  Seller  and  Buyer  desire  to amend  the  Agreement  as more
particularly set forth herein.

         NOW THEREFORE,  in consideration of the premises,  the undertakings and
agreements of Seller and Buyer herein  contained,  and the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable  consideration paid and/or given by
each of the parties  hereto to the other,  the receipt and  sufficiency of which
are hereby  acknowledged,  Seller and Buyer,  intending to be legally bound,  do
hereby agree as follows:

         1. The  foregoing  recitals  are true and correct and are  incorporated
herein by  reference.  Capitalized  terms  which are not  defined  in this First
Amendment shall have the same meaning as set forth in the Agreement.

         2. No later than  December 19, 1998,  the Buyer shall  deliver  Seventy
Five  Thousand  Dollars  ($75,000)  to the Seller which sum shall be held by the
Seller and treated as an addition to the Deposit, the disposition of which shall
be governed by the Agreement. Such additional deposit is refundable to the Buyer
only if the Seller defaults under the Agreement. Otherwise, it shall be retained
by the Seller and credited against the Purchase Price.

         3. Paragraph  6.00 of the  Agreement is deleted and replaced with the
following:

         a. The  Closing  shall  be held on March  19,  1998 at the  offices  of
Seller's  counsel in Palm Beach County or at such other place as the parties may
agree upon.

         b. If the Buyer has been  diligently  pursuing  the receipt of building
permits  from the Village of Royal Palm Beach but has not  obtained  them by the
date of Closing,  then the Buyer shall be entitled to two (2) successive  thirty
(30) day  extensions  of the  Closing.  In order to obtain  each thirty (30) day
extension, the Buyer shall provide the Seller with five (5) days's prior written
notice of its election to extend the Closing for thirty (30) days,  which notice
shall be accompanied by the payment to Seller of the sum of Twenty Five Thousand
Dollars ($25,000) (for each extension).  Upon the Closing, one-half (1/2) of the
amounts paid to extend the Closing shall be credited against the Purchase Price.
The remaining  one-half (1/2) shall not be credited  against the Purchase Price.
The $25,000 payment(s)  described herein are refundable to the Buyer only if the
Seller  defaults under the Agreement.  Otherwise,  they shall be retained by the
Seller and  one-half  (1/2) of each such payment  shall be credited  against the
Purchase Price.  During any of the 30-day  extensions of the Closing,  the Buyer
will continue its diligent pursuit of building permits.

         4. Except as modified herein,  the Agreement shall remain unchanged and
shall  continue in full force and effect.  In the event of any conflict  between
the terms of the Agreement and this  Addendum,  the terms of this Addendum shall
control.
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
day upon which the last party executes this Amendment.

Witnesses                            SELLER:

                                     ROYAL PALM BEACH COLONY LIMITED
                                     PARTNERSHIP, a Delaware limited partnership

/s/Rebecca Santamaria                By: Stein Management Company, Inc., as
---------------------                    Managing General Partner
Print Name: Rebecca Santamaria                             

                                     By: /s/Randy Rieger
                                         ---------------
                                         Name: Randy Rieger
                                         Title: Authorized Agent

                                         Date:_______________

                                     BUYER:

                                     GABLES EAST CONSTRUCTION, INC.,
/s/Barbara Britton                   a Georgia corporation
------------------
Barbara Britton

                                     By: /s/Greg Iglehart
/s/Virginia M. Barr                      ----------------
Print Name: Virginia M. Barr             Name:  Greg Iglehart    
                                         Title: Vice President

                                         Date: December 15, 1998