PURCHASE AND SALE CONTRACT



Exhibit 10.40

 

 

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

 

 

BETWEEN

 

 

 

ANGELES INCOME PROPERTIES, LTD.
6,

a California limited
partnership

 

 

 

AS SELLER

 

 

 

 

 

 

AND

 

 

 

 

HOMESTEADON LAKE LANSING, LLC,

a Michigan limited liability
company

 

 

 

AS PURCHASER

 

 

 

 

 

HOMESTEADAPARTMENTS

 




TABLE OF
CONTENTS

 

	
Article
I
	
DEFINED
TERMS
	
1

	
Article
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
2.1
	
Purchase
and Sale
	
1

	
2.2
	
Purchase
Price and Deposit
	
1

	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
Article
III
	
FEASIBILITY
PERIOD
	
3

	
3.1
	
Feasibility
Period
	
3

	
3.2
	
Expiration
of Feasibility Period
	
3

	
3.3
	
Conduct
of Investigation
	
3

	
3.4
	
Purchaser
Indemnification
	
4

	
3.5
	
Property
Materials
	
4

	
3.6
	
Property
Contracts
	
5

	
3.7
	
Inventory
of Fixtures and Tangible Personal Property
	
6

	
Article
IV
	
TITLE
	
6

	
4.1
	
Title
Documents
	
6

	
4.2
	
Survey
	
7

	
4.3
	
Objection
and Response Process
	
7

	
4.4
	
Permitted
Exceptions
	
7

	
4.5
	
Existing
Deed of Trust
	
8

	
4.6
	
Subsequently
Disclosed Exceptions
	
8

	
4.7
	
Purchaser's
Senior Financing
	
8

	
4.8
	
Intentionally
Omitted
	
9

	
Article
V
	
CLOSING
	
9

	
5.1
	
Closing
Date
	
9

	
5.2
	
Seller
Closing Deliveries
	
9

	
5.3
	
Purchaser
Closing Deliveries
	
10

	
5.4
	
Closing
Prorations and Adjustments
	
11

	
5.5
	
Post
Closing Adjustments
	
14

	
Article
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND PURCHASER
	
14

	
6.1
	
Seller's
Representations
	
14

	
6.2
	
AS-IS
	
15

	
6.3
	
Survival
of Seller's Representations
	
16

	
6.4
	
Definition
of Seller's Knowledge
	
17

	
6.5
	
Representations
and Warranties of Purchaser
	
17

	
Article
VII
	
OPERATION
OF THE PROPERTY
	
18

	
7.1
	
Leases
and Property Contracts
	
18

	
7.2
	
General
Operation of Property
	
18

	
7.3
	
Liens
	
19

	
Article
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
19

	
8.1
	
Purchaser's
Conditions to Closing
	
19

	
8.2
	
Seller's
Conditions to Closing
	
19

	
Article
IX
	
BROKERAGE
	
20

	
9.1
	
Indemnity
Regarding Seller's Broker
	
20

	
9.2
	
Seller's
Broker Commission
	
20

	
9.3
	
Seller's
Broker Signature Page
	
21

	
9.4
	
Indemnity
Regarding Purchaser's Broker
	
21

	
9.5
	
Payment
of Purchaser's Broker
	
21

	
9.6
	
Purchaser's
Broker Signature Page
	
21

	
Article
X
	
DEFAULTS
AND REMEDIES
	
21

	
10.1
	
Purchaser
Default
	
21

	
10.2
	
Seller
Default
	
22

	
Article
XI
	
RISK
OF LOSS OR CASUALTY
	
23

	
11.1
	
Major
Damage
	
23

	
11.2
	
Minor
Damage
	
23

	
11.3
	
Closing
	
23

	
11.4
	
Repairs
	
24

	
Article
XII
	
EMINENT
DOMAIN
	
24

	
12.1
	
Eminent
Domain
	
24

	
Article
XIII
	
MISCELLANEOUS
	
24

	
13.1
	
Binding
Effect of Contract
	
24

	
13.2
	
Exhibits
and Schedules
	
24

	
13.3
	
Assignability
	
24

	
13.4
	
Captions
	
25

	
13.5
	
Number
and Gender of Words
	
25

	
13.6
	
Notices
	
25

	
13.7
	
Governing
Law and Venue
	
27

	
13.8
	
Entire
Agreement
	
27

	
13.9
	
Amendments
	
27

	
13.10
	
Severability
	
27

	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
28

	
13.12
	
Construction
	
28

	
13.13
	
Confidentiality
	
28

	
13.14
	
Time
of the Essence
	
28

	
13.15
	
Waiver
	
28

	
13.16
	
Attorneys'
Fees
	
29

	
13.17
	
Time
Zone/Time Periods
	
29

	
13.18
	
1031
Exchange
	
29

	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of Seller's
Partners
	
29

	
13.20
	
Intentionally
Omitted
	
29

	
13.21
	
ADA
Disclosure
	
29

	
13.22
	
No
Recording
	
30

	
13.23
	
Relationship
of Parties
	
30

	
13.24
	
Dispute
Resolution
	
30

	
13.25
	
AIMCO
Marks
	
30

	
13.26
	
Non-Solicitation
of Employees
	
31

	
13.27
	
Survival
	
31

	
13.28
	
Multiple
Purchasers
	
31

	
Article
XIV
	
LEAD–BASED
PAINT DISCLOSURE
	
31

	
14.1
	
Disclosure
	
31






PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 26th day of October 2009 (the "Effective
Date"), by and between ANGELES INCOME PROPERTIES, LTD. 6, a California
limited partnership, having an address at 4582 South Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237 ("Seller"), and HOMESTEAD ON
LAKE LANSING, LLC, a Michigan limited liability company, having a principal
address at 1575 Watertower Place, East Lansing, Michigan 48823
("Purchaser").

           
NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller
and Purchaser hereby agree as follows:

RECITALS

 

A.       
Seller owns the real estate located in the County of Ingham, State of Michigan,
as more particularly described in Exhibit A attached hereto and made a
part hereof, and the improvements thereon, commonly known as Homestead
Apartments.

B.        
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.

Article I
DEFINED
TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in Schedule 1 attached hereto
and made a part hereof.

Article
II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

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

2.2             
Purchase Price and Deposit.  The total purchase price
("Purchase Price") for the Property shall be an amount equal to
$7,000,000.00, payable by Purchaser, as follows:

2.2.1            
On the Effective Date, Purchaser shall deliver to Fidelity National Title
Insurance Company, 8450 E. Crescent Parkway, Suite 410, Greenwood Village,
Colorado 80111, Attention: Valena Bloomquist, Telephone: (303) 244-9198,
Facsimile: (720) 489-7593 ("Escrow Agent" or "Title
Insurer") a deposit (the "Deposit") of $50,000.00 by wire
transfer of immediately available funds ("Good Funds"). 
An amount equal to $10,000.00 of the Deposit (the "Non-Refundable Deposit
Component") shall, immediately upon delivery, be non-refundable under
all circumstances other than Seller's default hereunder (the remaining
$40,000.00 of the Deposit shall be referred to herein as the "Refundable
Deposit Component").

2.2.2            
Intentionally Omitted.

2.2.3            
The balance of the Purchase Price for the Property shall be paid to and
received by Escrow Agent by wire transfer of Good Funds no later than 10:00 a.m.
on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.

2.3.1            
Escrow Agent shall hold the Deposit and make delivery of the Deposit to
the party entitled thereto under the terms of this Contract.  Escrow Agent
shall invest the Deposit in interest-bearing bank accounts, and all interest and
income thereon shall become part of the Deposit and shall be remitted to the
party entitled to the Deposit pursuant to this Contract.

2.3.2            
Escrow Agent shall hold the Deposit until the earlier occurrence of (i)
the Closing Date, at which time the Deposit shall be applied against the
Purchase Price, or released to Seller pursuant to Section 10.1, or (ii) the date on which Escrow Agent
shall be authorized to disburse the Deposit as set forth in Section 2.3.3.  The tax identification
numbers of the parties shall be furnished to Escrow Agent upon request.

2.3.3            
If prior to the Closing Date either party makes a written demand upon
Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice
to the other party of such demand.  If Escrow Agent does not receive a
written objection from the other party to the proposed payment within 5 Business
Days after the giving of such notice, Escrow Agent is hereby authorized to make
such payment.  If Escrow Agent does receive such written objection within
such 5-Business Day period, Escrow Agent shall continue to hold such amount
until otherwise directed by written instructions from the parties to this
Contract or a final judgment or arbitrator's decision.  However, Escrow
Agent shall have the right at any time to deliver the Deposit and interest
thereon, if any, with a court of competent jurisdiction in the state in which
the Property is located.  Escrow Agent shall give written notice of such
deposit to Seller and Purchaser.  Upon such deposit, Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities
hereunder.  Any return of the Deposit to Purchaser provided for in this
Contract shall be subject to Purchaser's obligations set forth in Section
3.5.2.

2.3.4            
The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, and that Escrow Agent
shall not be deemed to be the agent of either of the parties for any act or
omission on its part unless taken or suffered in bad faith in willful disregard
of this Contract or involving gross negligence.  Seller and Purchaser
jointly and severally shall indemnify and hold Escrow Agent harmless from and
against all costs, claims and expenses, including reasonable attorney's fees,
incurred in connection with the performance of Escrow Agent's duties hereunder,
except with respect to actions or omissions taken or suffered by Escrow Agent in
bad faith, in willful disregard of this Contract or involving gross negligence
on the part of the Escrow Agent.

2.3.5            
The parties shall deliver to Escrow Agent an executed copy of this
Contract.  Escrow Agent shall execute the signature page for Escrow Agent
attached hereto which shall confirm Escrow Agent's agreement to comply with the
terms of Seller's and Purchaser's respective closing
instruction letter delivered at Closing and the provisions of this Section 2.3.

2.3.6            
Escrow Agent, as the person responsible for closing the transaction
within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of
1986, as amended (the "Code"), shall file all necessary
information, reports, returns, and statements regarding the transaction required
by the Code including, but not limited to, the tax reports required pursuant to
Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify and
hold Purchaser, Seller, and their respective attorneys and brokers harmless from
and against any Losses resulting from Escrow Agent's failure to file the reports
Escrow Agent is required to file pursuant to this section.

Article III
FEASIBILITY PERIOD

3.1             
Feasibility Period.  Subject to the terms of
Sections 3.3 and 3.4 and the rights of Tenants under the Leases,
from the Effective Date to and including the date which is 45 days after the
Effective Date (the "Feasibility Period"), Purchaser, and its
agents, contractors, engineers, surveyors, attorneys, and employees
(collectively, "Consultants") shall, at no cost or expense to
Seller, have the right from time to time to enter onto the Property to conduct
and make any and all customary studies, tests, examinations, inquiries,
inspections and investigations  of or concerning the Property, review the
Materials and otherwise confirm any and all matters which Purchaser may
reasonably desire to confirm with respect to the Property and Purchaser's
intended use thereof (collectively, the "Inspections").

3.2             
Expiration of Feasibility Period.  If any of the
matters in Section 3.1 or any
other title or survey matters are unsatisfactory to Purchaser for any reason, or
for no reason whatsoever, in Purchaser's sole and absolute discretion, then
Purchaser shall have the right to terminate this Contract by giving written
notice to that effect to Seller and Escrow Agent no later than 5:00 p.m. on or
before the date of expiration of the Feasibility Period.  If Purchaser
provides such notice, this Contract shall terminate and be of no further force
and effect subject to and except for the Survival Provisions, and Escrow Agent
shall return the Refundable Deposit Component to Purchaser.  If Purchaser
fails to provide Seller with written notice of termination prior to the
expiration of the Feasibility Period, Purchaser's right to terminate under this
Section 3.2 shall be permanently
waived and this Contract shall remain in full force and effect, the Deposit
(including the Refundable Deposit Component) shall be non-refundable, and
Purchaser's obligation to purchase the Property shall be conditional only as
provided in Section 8.1.

3.3             
Conduct of Investigation.  Purchaser shall not permit
any mechanics' 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 Inspections
conducted by or for Purchaser.  Purchaser shall give forty-eight (48) hours
advance notice to Seller prior to any entry onto the Property and shall permit
Seller to have a representative present during all Inspections conducted at the
Property.  Purchaser shall take all reasonable actions and implement all
protections necessary to ensure that all actions taken in connection with the Inspections, and all equipment, materials
and substances generated, used or brought onto the Property pose no material
threat to the safety of persons, property or the environment.

3.4             
Purchaser Indemnification.

3.4.1            
Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller's sole discretion), defend (with counsel approved by Seller) Seller,
together with Seller's affiliates, parent and subsidiary entities, successors,
assigns, partners, managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives, agents, Property Manager, Regional
Property Manager, and AIMCO (collectively, including Seller, "Seller's
Indemnified Parties"), from and against any and all damages, mechanics'
liens, materialmen's liens, liabilities, penalties, interest, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable
attorneys' fees, including the cost of in-house counsel and appeals)
(collectively, "Losses") arising from or related to Purchaser's or
its Consultants' entry onto the Property, and any Inspections or other acts by
Purchaser or Purchaser's Consultants with respect to the Property during the
Feasibility Period or otherwise.

3.4.2            
Notwithstanding anything in this Contract to the contrary, Purchaser
shall not be permitted to perform any invasive tests on the Property without
Seller's prior written consent, which consent may be withheld in Seller's
reasonable discretion.  Further, Seller shall have the right, without
limitation, to disapprove any and all entries, surveys, tests (including,
without limitation, a Phase II environmental study of the Property),
investigations and other matters that in Seller's reasonable judgment could
result in any injury to the Property or breach of any contract, or expose Seller
to any Losses or violation of applicable law, or otherwise adversely affect the
Property or Seller's interest therein.  Purchaser shall use reasonable
efforts to minimize disruption to Tenants in connection with Purchaser's or its
Consultants' activities pursuant to this Section.  No consent by 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, at
Purchaser's sole cost and expense, the Property to the same condition existing
immediately prior to Purchaser's exercise of its rights pursuant to this Article III.  Purchaser
shall maintain and cause its third party consultants to maintain (a) casualty
insurance and commercial general liability insurance with coverages of not less
than $1,000,000.00 for injury or death to any one person and $2,000,000.00 for
injury or death to more than one person and $1,000,000.00 with respect to
property damage, and (b) worker's compensation insurance for all of their
respective employees in accordance with the law of the state in which the
Property is located.  Purchaser shall deliver proof of the insurance
coverage required pursuant to this Section 3.4.2 to Seller (in the form of a
certificate of insurance) prior to the earlier to occur of (i) Purchaser's or
Purchaser's Consultants' entry onto the Property, or (ii) the expiration of 5
days after the Effective Date.

3.5             
Property Materials.

3.5.1            
Within 5 Business Days after the Effective Date, and to the extent the
same exist and are in Seller's possession or reasonable control (subject to
Section 3.5.2), Seller agrees
to make the documents set forth on Schedule 3.5 (together with any other documents or
information provided by Seller or its agents to Purchaser with respect to the
Property, the "Materials") available at the
Property for review and copying by Purchaser at Purchaser's sole cost and
expense.  In the alternative, at Seller's option and within the foregoing
time period, Seller may deliver some or all of the Materials to Purchaser, or
make the same available to Purchaser on a secure web site (Purchaser agrees that
any item to be delivered by Seller under this Contract shall be deemed delivered
to the extent available to Purchaser on such secured web site).  To the
extent that Purchaser determines that any of the Materials have not been made
available or delivered to Purchaser pursuant to this Section 3.5.1, Purchaser shall notify Seller
and Seller shall use commercially reasonable efforts to deliver the same to
Purchaser within 5 Business Days after such notification is received by Seller;
provided, however, that under no circumstances will the Feasibility Period be
extended and Purchaser's sole remedy will be to terminate this Contract pursuant
to Section 3.2.

3.5.2            
In providing the Materials to Purchaser, other than Seller's
Representations, Seller makes no representation or warranty, express, written,
oral, statutory, or implied, and all such representations and warranties are
hereby expressly excluded and disclaimed.  All Materials are provided for
informational purposes only and, together with all Third-Party Reports, shall be
returned by Purchaser to Seller (or the destruction thereof shall be certified
in writing by Purchaser to Seller) as a condition to return of the Deposit (or
any portion thereof) to Purchaser if this Contract is terminated for any
reason.  Recognizing that the Materials delivered or made available by
Seller pursuant to this Contract may not be complete or constitute all of such
documents which are in Seller's possession or control, but are those that are
readily and reasonably available to Seller, Purchaser shall not in any way be
entitled to rely upon the completeness or accuracy of the Materials and will
instead in all instances rely exclusively on its own Inspections and Consultants
with respect to all matters which it deems relevant to its decision to acquire,
own and operate the Property.

3.5.3            
In addition to the items set forth on Schedule 3.5, no later than 5 Business Days after the
Effective Date, Seller shall deliver to Purchaser (or otherwise make available
to Purchaser as provided under Section 3.5.1) the most recent rent roll for
the Property, which rent roll is that which Seller uses in the ordinary course
of operating the Property (the "Rent Roll").  Seller makes no
representations or warranties regarding the Rent Roll other than the express
representation set forth in Section 6.1.5.

3.5.4            
In addition to the items set forth on Schedule 3.5, no later than 5 Business Days after the
Effective Date, Seller shall deliver to Purchaser (or otherwise make available
to Purchaser as provided under Section 3.5.1) a list of all current Property
Contracts (the "Property Contracts List").  Seller makes no
representations or warranties regarding the Property Contracts List other than
the express representations set forth in Section 6.1.6.

3.6             
Property Contracts.  On or before the expiration of
the Feasibility Period, Purchaser may deliver written notice to Seller (the
"Property Contracts Notice") specifying any Property Contracts
which Purchaser desires to terminate at the Closing (the "Terminated
Contracts"); provided that (a) the effective date of such termination on
or after Closing shall be subject to the express terms of such Terminated
Contracts, (b) if any such Property Contract cannot by its terms be terminated
at Closing, it shall be assumed by Purchaser and not be a Terminated Contract,
and (c) to the extent that any such Terminated Contract requires payment of a penalty, premium, or damages, including liquidated
damages, for cancellation, Seller shall be responsible for the payment of any
such cancellation fees, penalties, or damages, including liquidated damages, up
to $1,000.00 in the aggregate and Purchaser shall be responsible for any amounts
that exceed such figure.  If Purchaser fails to deliver the Property
Contracts Notice on or before the expiration of the Feasibility Period, there
shall be no Terminated Contracts and Purchaser shall assume all Property
Contracts at the Closing.  If Purchaser delivers the Property Contracts
Notice to Seller on or before the expiration of the Feasibility Period, then
Seller shall prepare a vendor termination notice (in the form attached hereto as
Exhibit F) for each Terminated Contract informing
the vendor(s) of the termination of such Terminated Contract as of the Closing
Date (subject to any delay in the effectiveness of such termination pursuant to
the express terms of each applicable Terminated Contract) (the "Vendor
Terminations").  Seller shall deliver the Vendor Terminations
to all applicable vendors.  To the extent that any Property Contract to be
assigned to Purchaser requires vendor consent, then, prior to the Closing,
Purchaser may attempt to obtain from each applicable vendor a consent (each a
"Required Assignment Consent") to such assignment.  Seller
shall reasonably assist Purchaser in obtaining any Required Assignment
Consent.  Purchaser shall indemnify, hold harmless and, if requested by
Seller (in Seller's sole discretion), defend (with counsel approved by Seller)
Seller's Indemnified Parties from and against any and all Losses arising from or
related to Purchaser's failure to obtain any Required Assignment Consent.

3.7             
Inventory of Fixtures and Tangible Personal Property. 
During the Feasibility Period, Seller will generate and deliver to Purchaser an
inventory of Fixtures and Tangible Personal Property located within the
management office (and including a list of maintenance vehicles and equipment)
to be conveyed to Purchaser pursuant to this Contract, but such inventory will
not include any Fixtures and Tangible Personal Property located within the
Tenant units which are leased at the Property.  During the Feasibility
Period, Seller will generate and deliver to Purchaser a list of the number of
refrigerators, dishwashers and washer/dryers located in the Tenant units at the
Property.  On or before the expiration of the Feasibility Period, Purchaser
shall be responsible for (a) reviewing the inventory of Fixtures and
Tangible Personal Property and the list of the number of refrigerators,
dishwashers and washer/dryers located within the Tenant units at the Property,
(b) inspecting the Property for accuracy of such inventory, and
(c) inspecting the Tenant units at the Property to determine the Fixtures
and Tangible Personal Property located therein.

Article IV
TITLE

4.1             
Title Documents.  Within 5 days after the Effective
Date, Seller shall cause to be delivered to Purchaser a standard form commitment
or preliminary title report ("Title Commitment") to provide an
American Land Title Association owner's title insurance policy for the Property,
using the current policy jacket customarily provided by the Title Insurer, in an
amount equal to the Purchase Price, with the standard pre-printed title
exceptions deleted (the "Title Policy"), together with copies of
all instruments identified as exceptions therein (together with the Title
Commitment, referred to herein as the "Title Documents"). 
Seller shall be responsible only for payment of the premium for the Title
Policy.  Purchaser shall be solely responsible
for payment of all other costs relating to procurement of the Title Commitment,
the Title Policy, and any requested endorsements.

4.2             
Survey.  Subject to Section 3.5.2, within 3 Business Days after the
Effective Date, Seller shall deliver to Purchaser or make available at the
Property any existing survey of the Property (the "Existing
Survey").  Purchaser may, at its sole cost and expense, order a new
or updated survey of the Property either before or after the Effective Date
(such new or updated survey, together with the Existing Survey, is referred to
herein as the "Survey").

4.3             
Objection and Response Process.  On or before the date
which is 20 days after the Effective Date (the "Objection
Deadline"), Purchaser shall give written notice (the "Objection
Notice") to the attorneys for Seller of any matter set forth in the
Title Documents and the Survey to which Purchaser objects (the
"Objections").  If Purchaser fails to tender an Objection
Notice on or before the Objection Deadline, Purchaser shall be deemed to have
approved and irrevocably waived any objections to any matters covered by the
Title Documents and the Survey.  On or before 25 days after the Effective
Date (the "Response Deadline"), Seller may, in Seller's sole
discretion, give Purchaser notice (the "Response Notice") of those
Objections which Seller is willing to cure, if any.  Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the
Objections.  If Seller fails to deliver a Response Notice by the Response
Deadline, Seller shall be deemed to have elected not to cure or otherwise
resolve any matter set forth in the Objection Notice.  If Purchaser is
dissatisfied with the Response Notice or the lack of Response Notice, Purchaser
may, as its exclusive remedy, exercise its right to terminate this Contract
prior to the expiration of the Feasibility Period in accordance with the
provisions of Section 3.2. 
If Purchaser fails to timely exercise such right, Purchaser shall be deemed to
accept the Title Documents and Survey with resolution, if any, of the Objections
set forth in the Response Notice (or if no Response Notice is tendered, without
any resolution of the Objections) and without any reduction or abatement of the
Purchase Price.

4.4             
Permitted Exceptions.  The Deed delivered pursuant to
this Contract shall be subject to the following, all of which shall be deemed
"Permitted Exceptions":

4.4.1            
All matters shown in the Title Documents and the Survey, other than (a)
those Objections, if any, which Seller has agreed to cure pursuant to the
Response Notice under Section 4.3, (b) mechanics' liens and taxes due and
payable with respect to the period preceding Closing, (c) the standard exception
regarding the rights of parties in possession, which shall be limited to those
parties in possession pursuant to the Leases, and (d) the standard exception
pertaining to taxes, which shall be limited to taxes and assessments payable in
the year in which the Closing occurs and subsequent taxes and assessments; 

4.4.2            
All Leases;

4.4.3            
Applicable zoning and governmental regulations and ordinances;

4.4.4            
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser.

4.5             
Existing Deed of Trust.  It is understood and agreed
that, whether or not Purchaser gives an Objection Notice with respect thereto,
any deeds of trust and/or mortgages which secure the Note (collectively, the
"Deed of Trust") shall not be deemed Permitted Exceptions, whether
Purchaser gives further written notice of such or not, and shall be paid off,
satisfied, discharged and/or cured from proceeds of the Purchase Price at
Closing.

4.6             
Subsequently Disclosed Exceptions.  If at any time
after the expiration of the Feasibility Period, any update to the Title
Commitment discloses any additional item that materially adversely affects title
to the Property which was not disclosed on any version of or update to the Title
Commitment delivered to Purchaser during the Feasibility Period (the "New
Exception"), Purchaser shall have a period of 5 days from the date of
its receipt of such update (the "New Exception Review Period") to
review and notify Seller in writing of Purchaser's approval or disapproval of
the New Exception.  If Purchaser disapproves of the New Exception, Seller
may, in Seller's sole discretion, notify Purchaser as to whether it is willing
to cure the New Exception.  If Seller elects to cure the New Exception,
Seller shall be entitled to reasonable adjournments of the Closing Date to cure
the New Exception.  If Seller fails to deliver a notice to Purchaser within
3 days after the expiration of the New Exception Review Period, Seller shall be
deemed to have elected not to cure the New Exception.  If Purchaser is
dissatisfied with Seller's response, or lack thereof, Purchaser may, as its
exclusive remedy elect either:  (i) to terminate this Contract, in which
event the Deposit (less the Non-Refundable Deposit Component) shall be promptly
returned to Purchaser or (ii) to waive the New Exception and proceed with the
transactions contemplated by this Contract, in which event Purchaser shall be
deemed to have approved the New Exception.  If Purchaser fails to notify
Seller of its election to terminate this Contract in accordance with the
foregoing sentence within 6 days after the expiration of the New Exception
Review Period, Purchaser shall be deemed to have elected to approve and
irrevocably waive any objections to the New Exception.

4.7             
Purchaser's Senior Financing.  Purchaser shall have 45
days from the expiration of the Feasibility Period (the "Financing
Approval Period") to obtain a written commitment for first mortgage loan
indebtedness (the "Senior Loan Commitment") through a lender of
Purchaser's choosing (the "Purchaser's Senior Financing Lender")
for financing the acquisition of the Property on terms satisfactory to Purchaser
in its sole discretion ("Senior Financing").  Purchaser shall
prepare and submit an executed loan application to Purchaser's Senior Financing
Lender within 15 days after the Effective Date (the "Senior Loan
Application Submittal Deadline"), and provide Seller with a copy of the
loan application at the time it is submitted to Purchaser's Senior Financing
Lender, along with evidence of its submission to Purchaser's Senior Financing
Lender.  Purchaser acknowledges and agrees that Purchaser is solely
responsible for the preparation and submittal of the loan application, including
the collection and delivery of all Third Party Reports, materials, documents,
certificates, financials, signatures, and other items required to be submitted
to Purchaser's Senior Financing Lender, and for the payment of all fees and
expenses imposed or charged by Purchaser's Senior Financing Lender. 
Purchaser shall use best efforts to deliver to Purchaser's Senior Financing
Lender all third party reports, materials, documents, certificates, financials,
signatures, and other items required to be submitted to Purchaser's Lender in
accordance with the loan application, prior to the expiration of the Financing
Approval Period.  Purchaser shall at all times following the submittal of the loan application, use best efforts to obtain
the Senior Loan Commitment from Purchaser's Senior Financing Lender.  If,
despite Purchaser's best efforts to obtain the Senior Loan Commitment by the
expiration of the Financing Approval Period, Purchaser has not obtained the
Senior Loan Commitment by such time, and if Purchaser has complied with this
Section 4.7 and is not otherwise
in default under this Contract, then Purchaser shall have the right to terminate
the Contract by giving Seller written notice no later than 5:00 p.m. (Mountain
Time) on or before the expiration of the Financing Approval Period (the
"Financing Termination Notice").  If Purchaser timely
provides the Financing Termination Notice, then (i) this Contract shall
terminate and be of no further force and effect, subject to and except for the
Survival Provisions, (ii) Purchaser shall provide all Third Party Reports and
other documentation associated with the loan application to Seller at no cost or
expense to Seller, and (iii) Escrow Agent shall forthwith return the Deposit
(less the Non-Refundable Deposit Component) to Purchaser.  If Purchaser
fails to provide Seller with the Financing Termination Notice prior to the
expiration of the Financing Approval Period, Purchaser's right to terminate the
Contract under this Section 4.7 shall
be permanently waived, this Contract shall remain in full force and effect, the
Deposit (including the Non-Refundable Deposit Amount) shall remain
non-refundable to Purchaser except as otherwise provided in this Contract, and
Purchaser's obligation to purchase the Property shall be conditional only as
provided in Section 8.1.  

4.8             
Intentionally Omitted.    

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur 120 days
following the expiration of the Feasibility Period at the time set forth in
Section 2.2.3 (the
"Closing Date") through an escrow with Escrow Agent, whereby
Seller, Purchaser and their attorneys need not be physically present at the
Closing and may deliver documents by overnight air courier or other means. 
Notwithstanding the foregoing to the contrary, Seller shall have the option, by
delivering written notice to Purchaser, to extend the Closing Date to the last
Business Day of the month in which the Closing Date otherwise would occur
pursuant to the preceding sentence, in connection with Seller's payment in full
of the Note (the "Loan Payoff").  Further, the Closing Date
may be extended without penalty at the option of Seller to a date not later than
thirty (30) days following the Closing Date specified in the first sentence of
this paragraph above (or, if applicable, as extended by Seller pursuant to the
second sentence of this paragraph above).

5.2             
Seller Closing Deliveries.  No later than 1 Business
Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the
following items:

5.2.1            
Covenant Deed (the "Deed") in the form attached as
Exhibit B to Purchaser, subject to the Permitted Exceptions.

5.2.2            
A Bill of Sale in the form attached as Exhibit C.

5.2.3            
A General Assignment in the form attached as Exhibit D (the
"General Assignment").

5.2.4            
An Assignment of Leases and Security Deposits in the form attached as
Exhibit E (the "Leases Assignment").

5.2.5            
Seller's closing statement.

5.2.6            
A title affidavit or an indemnity form reasonably acceptable to Seller,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.2.7            
A certification of Seller's non-foreign status pursuant to Section 1445
of the Internal Revenue Code of 1986, as amended.

5.2.8            
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Seller's
authority to consummate this transaction.

5.2.9            
An updated Rent Roll effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Rent Roll shall in no event expand or modify the conditions to Purchaser's
obligation to close as specified under Section 8.1.

5.2.10        
An updated Property Contracts List effective as of a date no more than 3
Business Days prior to the Closing Date; provided, however, that the content of
such updated Property Contracts List shall in no event expand or modify the
conditions to Purchaser's obligation to close as specified under Section
8.1.

5.2.11        
A Real Estate Transfer Tax Valuation Affidavit (Michigan Form L-4258), in
the form attached hereto as Exhibit I.

5.2.12        
Any cancellation fees or penalties due to any vendor under any Terminated
Contract(s) as a result of the termination thereof not to exceed $1,000.00 in
the aggregate.

5.3             
Purchaser Closing Deliveries.  No later than 1
Business Day prior to the Closing Date (except for the balance of the Purchase
Price which is to be delivered at the time specified in Section 2.2.3), Purchaser shall deliver to the
Escrow Agent (for disbursement to Seller upon the Closing) the following
items:

5.3.1            
The full Purchase Price (with credit for the Deposit), plus or minus the
adjustments or prorations required by this Contract.

5.3.2            
A title affidavit or an indemnity form (pertaining to Purchaser's
activity on the Property prior to Closing), reasonably acceptable to Purchaser,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.3.3            
Any declaration or other statement which may be required to be submitted
to the local assessor.

5.3.4            
Purchaser's closing statement.

5.3.5            
A countersigned counterpart of the General Assignment.

5.3.6            
A countersigned counterpart of the Leases Assignment.

5.3.7            
Notification letters to all Tenants prepared by Purchaser and executed by
Seller in the form attached hereto as Exhibit G, which shall be delivered
to all Tenants by Purchaser immediately after Closing.

5.3.8            
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof in excess of $1,000.00.

5.3.9            
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser's
authority to consummate this transaction.

5.4             
Closing Prorations and Adjustments.

5.4.1            
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, other
operating expenses and fees, shall be prorated as of the Closing Date, Seller
being charged or credited, as appropriate, for all of same attributable to the
period up to the Closing Date (and credited for any amounts paid by Seller
attributable to the period on or after the Closing Date, if assumed by
Purchaser) and Purchaser being responsible for, and credited or charged, as the
case may be, for all of the same attributable to the period on and after the
Closing Date.  Seller shall prepare a proration schedule (the
"Proration Schedule") of the adjustments described in this
Section 5.4 prior to Closing.

5.4.2            
Operating Expenses.  All of the operating, maintenance, taxes
(other than real estate taxes), and other expenses incurred in operating the
Property that Seller customarily pays, and any other costs incurred in the
ordinary course of business for the management and operation of the Property,
shall be prorated on an accrual basis.  Seller shall pay all such expenses
that accrue prior to the Closing Date and Purchaser shall pay all such expenses
that accrue from and after the Closing Date.

5.4.3            
Utilities.  The final readings and final billings for
utilities will be made if possible as of the Closing Date, in which case Seller
shall pay all such bills as of the Closing Date and no proration shall be made
at the Closing with respect to utility bills.  Otherwise, a proration shall
be made based upon the parties' reasonable good faith estimate.  Seller
shall be entitled to the return of any deposit(s) posted by it with any utility
company, and Seller shall notify each utility company serving the Property to
terminate Seller's account, effective as of noon on the Closing Date. 
Seller shall reasonably cooperate with Purchaser with respect to transferring utilities into Purchaser's name; provided,
however, such obligation shall not include any obligation to incur expenses or
costs.

5.4.4            
Real Property and Personal Property Taxes.  Any real estate
ad valorem or similar taxes, including personal property taxes, for the Property
that become due and payable during the calendar year of Closing, or any
installment of assessments payable in installments which installment is due and
payable during the calendar year of Closing, shall be prorated to the date of
Closing on a calendar year basis as follows.  Seller shall assume and pay
all real estate and personal property taxes, or any installment of assessments
on the Property which are due and payable up to the Closing Date. 
Purchaser shall assume and pay all real estate and personal property taxes, or
any installment of assessments on the Property which are due and payable after
the Closing Date.  All real estate and personal property taxes becoming due
and payable during the calendar year in which Closing occurs shall be prorated
between Purchaser and Seller as of the Closing Date with Seller being
responsible for that portion of such real estate and personal property taxes and
installments of assessments allocable to the period from January 1 of the year
of Closing until the date prior to the Closing Date and the Purchaser being
responsible for the balance of such real estate and personal property
taxes.  Installments of assessments becoming due and payable during the
calendar year shall be prorated on the same basis.  The proration of real
property taxes, personal property taxes, or installments of assessments shall be
based upon the actual 2010 taxable value and tax rate figures (assuming payment
at the earliest time to allow for the maximum possible discount) for the year in
which the Closing occurs.  In the event that actual tax rates for the year
of Closing are not available at the Closing Date, the proration shall be made
using tax rates from the preceding year, less any millages that expired for the
year of Closing.  The proration of real property taxes, personal property
taxes, or installments of assessments shall be final and not subject to
re-adjustment after Closing.

5.4.5            
Property Contracts.  Purchaser shall assume at Closing the
obligations under the Property Contracts assumed by Purchaser; however,
operating expenses shall be prorated under Section 5.4.2.

5.4.6            
Leases.

5.4.6.1           
All collected rent (whether fixed monthly rentals, additional rentals,
escalation rentals, retroactive rentals, operating cost pass-throughs or other
sums and charges payable by Tenants under the Leases), income and expenses from
any portion of the Property shall be prorated as of the Closing Date. 
Purchaser shall receive all collected rent and income attributable to dates from
and after the Closing Date.  Seller shall receive all collected rent and
income attributable to dates prior to the Closing Date.  Notwithstanding
the foregoing, no prorations shall be made in relation to either (a)
non-delinquent rents which have not been collected as of the Closing Date, or
(b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a)
and (b) referred to herein as the "Uncollected Rents").  In
adjusting for Uncollected Rents, no adjustments shall be made in Seller's favor
for rents which have accrued and are unpaid as of the Closing, but Purchaser
shall pay Seller such accrued Uncollected Rents as and when collected by
Purchaser.  Purchaser agrees to bill Tenants of the Property for all
Uncollected Rents and to take reasonable actions to collect Uncollected
Rents.  Notwithstanding the foregoing, Purchaser's obligation to collect
Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's
collection of rents shall be applied, first, towards current rent due and owing
under the Leases, and, second, to Uncollected Rents.  After the Closing,
Seller shall continue to have the right, but not the obligation, in its own
name, to demand payment of and to collect Uncollected Rents owed to Seller by
any Tenant, which right shall include, without limitation, the right to continue
or commence legal actions or proceedings against any Tenant and the delivery of
the Leases Assignment shall not constitute a waiver by Seller of such right;
provided however, that the foregoing right of Seller shall be limited to actions
seeking monetary damages and, in no event, shall Seller seek to evict any
Tenants in any action to collect Uncollected Rents.  Purchaser agrees to
cooperate with Seller in connection with all efforts by Seller to collect such
Uncollected Rents and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of the foregoing,
including, without limitation, the delivery to Seller, within 7 days after a
written request, of any relevant books and records (including, without
limitation, rent statements, receipted bills and copies of tenant checks used in
payment of such rent), the execution of any and all consents or other documents,
and the undertaking of any act reasonably necessary for the collection of such
Uncollected Rents by Seller; provided, however, that Purchaser's obligation to
cooperate with Seller pursuant to this sentence shall not obligate Purchaser to
terminate any Tenant lease with an existing Tenant or evict any existing Tenant
from the Property.

5.4.6.2           
At Closing, Purchaser shall receive a credit against the Purchase Price
in an amount equal to the received and unapplied balance of all cash (or cash
equivalent) Tenant Deposits, including, but not limited to, security, damage,
pet or other refundable deposits paid by any of the Tenants to secure their
respective obligations under the Leases, together, in all cases, with any
interest payable to the Tenants thereunder as may be required by their
respective Tenant Lease or state law (the "Tenant Security Deposit
Balance").  Any cash (or cash equivalents) held by Seller which
constitutes the Tenant Security Deposit Balance shall be retained by Seller in
exchange for the foregoing credit against the Purchase Price and shall not be
transferred by Seller pursuant to this Contract (or any of the documents
delivered at Closing), but the obligation with respect to the Tenant Security
Deposit Balance nonetheless shall be assumed by Purchaser.  The Tenant
Security Deposit Balance shall not include any non-refundable deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise.

5.4.7            
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to the Closing Date, after which time the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own
insurance thereafter.

5.4.8            
Employees.  All of Seller's and Seller's manager's on-site
employees shall have their employment at the Property terminated as of the
Closing Date and Seller shall be responsible for all taxes and benefits owed
with respect to such employees as of the Closing Date.  Purchaser may hire,
in Purchaser's sole discretion, any of Seller's manager's on-site employees
terminated as of the Closing Date; provided, however, Purchaser may not discuss
potential employment opportunities with or interview such employees until after
expiration of the Feasibility Period.

5.4.9            
Closing Costs.  Purchaser shall pay any sales, use, gross
receipts or similar taxes, the cost of recording the deed and any instruments
required to discharge any liens or encumbrances against the Property, any
premiums or fees required to be paid by Purchaser with respect to the Title
Policy pursuant to Section 4.1, and
one-half of the customary closing costs of the Escrow Agent.  Seller shall
pay the base premium for the Title Policy to the extent required by Section
4.1, and one-half of the customary
closing costs of the Escrow Agent.  Seller and Purchaser shall each pay 50%
of any transfer taxes due as a result of the sale of the Property to
Purchaser.  

5.4.10        
Intentionally Omitted.

5.4.11        
Possession.  Possession of the Property, subject to the
Leases, Property Contracts, other than Terminated Contracts, and Permitted
Exceptions, shall be delivered to Purchaser at the Closing upon release from
escrow of all items to be delivered by Purchaser pursuant to Section
5.3.  To the extent reasonably
available to Seller, originals or copies of the Leases and Property Contracts,
lease files, warranties, guaranties, operating manuals, keys to the property,
and Seller's books and records (other than proprietary information)
(collectively, "Seller's Property-Related Files and Records")
regarding the Property shall be made available to Purchaser at the Property
after the Closing.  Purchaser agrees, for a period of not less than three
(3) years after the Closing (the "Records Hold Period"), to (a)
provide and allow Seller reasonable access to Seller's Property-Related Files
and Records for purposes of inspection and copying thereof, and (b) reasonably
maintain and preserve Seller's Property-Related Files and Records.  If at
any time after the Records Hold Period, Purchaser desires to dispose of Seller's
Property-Related Files and Records, Purchaser must first provide Seller prior
written notice (the "Records Disposal Notice").  Seller shall
have a period of 30 days after receipt of the Records Disposal Notice to enter
the Property (or such other location where such records are then stored) and
remove or copy those of Seller's Property-Related Files and Records that Seller
desires to retain.

5.5             
Post Closing Adjustments.  Purchaser or Seller may
request that Purchaser and Seller undertake to re-adjust any item on the
Proration Schedule (or any item omitted therefrom), with the exception of real
property taxes which shall be final and not subject to readjustment, in
accordance with the provisions of Section 5.4 of this Contract; provided, however, that
neither party shall have any obligation to re-adjust any items (a) after the
expiration of 60 days after Closing, or (b) subject to such 60-day period,
unless such items exceed $5,000.00 in magnitude (either individually or in the
aggregate).

Article
VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1             
Seller's Representations.  Except, in all cases, for
any fact, information or condition disclosed in the Title Documents, the
Permitted Exceptions, the Property Contracts, or the Materials, or which is
otherwise known by Purchaser prior to the Closing, Seller represents and
warrants to Purchaser the following (collectively, the "Seller's
Representations") as of the Effective Date and as of the Closing Date;
provided that Purchaser's remedies if any such Seller's Representations are
untrue as of the Closing Date are limited to those set forth in Section
8.1:

6.1.1            
Seller is validly existing and in good standing under the laws of the
state of its formation set forth in the initial paragraph of this Contract; and,
subject to Section 8.2.4, has or
at the Closing shall have the entity 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 Contract, and the consummation of the transactions contemplated
by this Contract.  Seller has authority to execute this 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, which conflict, breach or default would have a
material adverse affect on Seller's ability to consummate the transaction
contemplated by this Contract or on the Property.  Subject to Section 8.2.4, this Contract is a valid and
binding agreement against Seller in accordance with its terms;

6.1.2            
Seller is not a "foreign person," as that term is used and defined in the
Internal Revenue Code, Section 1445, as amended;

6.1.3            
Except for (a) any actions by Seller to evict Tenants under the Leases,
or (b) any matter covered by Seller's current insurance policy(ies), to Seller's
knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, which will adversely impact Seller's ability to convey the
Property;

6.1.4            
Seller has not received any written notice of any material default by
Seller under any of the Property Contracts that will not be terminated on the
Closing Date;

6.1.5            
To Seller's knowledge, the Rent Roll (as updated pursuant to Section
5.2.9) is accurate in all
material respects;

6.1.6            
To Seller's knowledge, the Property Contracts List (as updated pursuant
to Section 5.2.10) is
accurate in all material respects; and

6.1.7            
To Seller's knowledge:  (A) no hazardous or toxic materials or other
substances regulated by applicable federal or state environmental laws are
stored by Seller on, in or under the Property in quantities which violate
applicable laws governing such materials or substances, and (B) the
Property is not used by Seller for the storage, treatment, generation or
manufacture of any hazardous or toxic materials or other substances in a manner
which would constitute a violation of applicable federal or state environmental
laws.

6.2             
AS-IS.  Except for Seller's Representations, the
Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL
FAULTS."  The Purchase Price and the terms and conditions set forth herein
are the result of arm's-length bargaining between entities familiar with
transactions of this kind, and said price, terms and conditions reflect the fact
that Purchaser shall have the benefit of, but is not relying upon, any
information provided by Seller or 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 conveying the
Property and Seller's Representations).  Purchaser agrees that Seller shall
not be responsible or liable to Purchaser for any defects, errors or omissions,
or on account of any conditions affecting the Property.  Purchaser, its
successors and assigns, and anyone claiming by, through or under Purchaser,
hereby fully releases Seller's Indemnified Parties from, and irrevocably waives
its right to maintain, any and all claims and causes of action that it or they
may now have or hereafter acquire against Seller's Indemnified Parties with
respect to any and all Losses arising from or related to any defects, errors,
omissions or other conditions affecting the Property.  Purchaser represents
and warrants that, as of the date hereof and as of the Closing Date, it has and
shall have reviewed and conducted such independent analyses, studies (including,
without limitation, environmental studies and analyses concerning the presence
of lead, asbestos, water intrusion and/or fungal growth and any resulting
damage, PCBs and radon in and about the Property), reports, investigations and
inspections as it deems appropriate in connection with the Property.  If
Seller  provides or has provided any documents, summaries, opinions or work
product of consultants, surveyors, architects, engineers, title companies,
governmental authorities or any other person or entity with respect to the
Property, including, without limitation, the offering prepared by Broker,
Purchaser and Seller agree that Seller has done so or shall do so only for the
convenience of both parties, Purchaser shall not rely thereon and the reliance
by Purchaser upon any such documents, summaries, opinions or work product shall
not create or give rise to any liability of or against Seller's Indemnified
Parties.  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.  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 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 Contract.  Purchaser hereby
releases Seller from any and all claims and liabilities relating to the
foregoing matters.

6.3             
Survival of Seller's Representations.  Seller and
Purchaser agree that Seller's Representations shall survive Closing for a period
of 9 months (the "Survival Period").  Seller shall have no
liability after the Survival Period with respect to Seller's Representations
contained herein except to the extent that Purchaser has requested arbitration
against Seller during the Survival Period for breach of any of Seller's
Representations.  Under no circumstances shall Seller be liable to
Purchaser for more than $500,000 in any individual instance or in the aggregate
for all breaches of Seller's Representations, nor shall Purchaser be entitled to
bring any claim for a breach of Seller's Representations unless the claim for
damages (either in the aggregate or as to any
individual claim) by Purchaser exceeds $5,000.  In the event that Seller
breaches any representation contained in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser
shall be deemed to have waived any right of recovery, and Seller shall not have
any liability in connection therewith.

6.4             
Definition of Seller's Knowledge.  Any representations
and warranties made "to the knowledge of Seller" shall not be deemed to imply
any duty of inquiry.  For purposes of this Contract, the term Seller's
"knowledge" shall mean and refer only to actual knowledge of the
Regional Property Manager and shall not be construed to refer to the knowledge
of any other partner, officer, director, agent, employee or representative of
Seller, or any affiliate of Seller, or to impose upon such Regional Property
Manager any duty to investigate the matter to which such actual knowledge or the
absence thereof pertains, or to impose upon such Regional Property Manager any
individual personal liability.

6.5             
Representations and Warranties of Purchaser.  For the
purpose of inducing Seller to enter into this 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:

6.5.1            
Purchaser is a limited liability company duly organized, validly existing
and in good standing under the laws of Michigan.

6.5.2            
Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary entity 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 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
partners, directors, officers or members are required to so empower or authorize
Purchaser.  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 Purchaser
is a party or by which Purchaser is otherwise bound, which conflict, breach or
default would have a material adverse affect on Purchaser's ability to
consummate the transaction contemplated by this Contract.  This Contract is
a valid, binding and enforceable agreement against Purchaser in accordance with
its terms.

6.5.3            
No pending or, to the knowledge of Purchaser, threatened litigation
exists which if determined adversely would restrain the consummation by
Purchaser of the transactions contemplated by this Contract or would declare
illegal, invalid or non-binding any of Purchaser's obligations or covenants to
Seller.

6.5.4            
Other than Seller's Representations, Purchaser has not relied on any
representation or warranty made by Seller or any representative of Seller
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Property.

6.5.5            
The Seller's Broker and Purchaser's Broker and their affiliates do not,
and will not at the Closing, have any direct or indirect legal, beneficial,
economic or voting interest in Purchaser (or in an assignee of Purchaser, which
pursuant to Section 13.3, acquires
the Property at the Closing), nor has Purchaser or any affiliate of Purchaser
granted (as of the Effective Date or the Closing Date) the Seller's Broker or
Purchaser's Broker or any of their affiliates any right or option to acquire any
direct or indirect legal, beneficial, economic or voting interest in
Purchaser.

6.5.6            
Purchaser is not a Prohibited Person.

6.5.7            
To Purchaser's knowledge, none of its investors, affiliates or brokers or
other agents (if any), acting or benefiting in any capacity in connection with
this Contract is a Prohibited Person.

6.5.8            
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the property of, or beneficially owned, directly or indirectly,
by a Prohibited Person.

6.5.9            
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the proceeds of specified unlawful activity as defined by 18
U.S.C. § 1956(c)(7).

Article VII
OPERATION OF THE PROPERTY

7.1             
Leases and Property Contracts.  During the period of
time from the Effective Date to the Closing Date, in the ordinary course of
business Seller may enter into new Property Contracts, new Leases, renew
existing Leases or modify, terminate or accept the surrender or forfeiture of
any of the Leases, modify any Property Contracts, or institute and prosecute any
available remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, Seller
agrees that any such new Property Contracts or any new or renewed Leases shall
not have a term in excess of 1 year without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld, conditioned or
delayed.  Seller shall provide Purchaser with copies of any Leases or
Property Contracts executed during the period of time from the Effective Date
until the Closing Date.

7.2             
General Operation of Property.  Except as specifically
set forth in this Article
VII, Seller shall operate the Property after the Effective Date in the
ordinary course of business, and except as necessary in Seller's sole discretion
to address (a) any life or safety issue at the Property or (b) any other matter
which in Seller's reasonable discretion materially adversely affects the use,
operation or value of the Property, Seller will not make any material
alterations to the Property or remove any material Fixtures and Tangible
Personal Property without the prior written consent of Purchaser which consent
shall not be unreasonably withheld, denied or delayed.

7.3             
Liens.  Other than utility easements and temporary
construction easements granted by Seller in the ordinary course of business,
Seller covenants that it will not voluntarily create or cause or permit any lien
or encumbrance to attach to the Property between the Effective Date and the
Closing Date (other than Leases and Property Contracts as provided in Section
7.1) unless Purchaser approves such lien
or encumbrance, which approval shall not be unreasonably withheld, conditioned
or delayed.  If Purchaser approves any such subsequent lien or encumbrance,
the same shall be deemed a Permitted Exception for all purposes hereunder.

Article
VIII
CONDITIONS PRECEDENT TO CLOSING

8.1             
Purchaser's Conditions to Closing.  Purchaser's
obligation to close under this Contract shall be subject to and conditioned upon
the fulfillment of the following conditions precedent:

8.1.1            
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;

8.1.2            
Each of Seller's Representations shall be true in all material respects
as of the Closing Date;

8.1.3            
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; 

8.1.4            
Neither Seller nor Seller's general partner shall be a debtor in any
bankruptcy proceeding nor shall have been in the last 6 months a debtor in any
bankruptcy proceeding; and

8.1.5            
Seller shall have satisfied the condition set forth in Section
8.2.4.  

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser's
obligation to Close except as expressly set forth in this Section 8.1.  If any condition set forth in
Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive
any of the foregoing conditions and proceed to Closing on the Closing Date with
no offset or deduction from the Purchase Price, or (b) if such failure
constitutes a default by Seller, exercise any of its remedies pursuant to
Section 10.2.  If the
condition set forth in Section 8.1.2 is not met, Seller shall not be
in default pursuant to Section 10.2, and Purchaser may, as its sole and
exclusive remedy, (i) notify Seller of Purchaser's election to terminate this
Contract and receive a return of the Deposit (less the Non-Refundable Deposit
Component) from the Escrow Agent, or (ii) waive such condition and proceed to
Closing on the Closing Date with no offset or deduction from the Purchase
Price.

8.2             
Seller's Conditions to Closing.  Without limiting any
of the rights of Seller elsewhere provided for in this Contract, Seller's
obligation to close with respect to conveyance of the Property under this
Contract shall be subject to and conditioned upon the fulfillment of the
following conditions precedent:

8.2.1            
All of the documents and funds required to be delivered by Purchaser to
Seller at the Closing pursuant to the terms and conditions hereof shall have
been delivered;

8.2.2            
Each of the representations, warranties and covenants of Purchaser
contained herein shall be true in all material respects as of the Closing
Date;

8.2.3            
Purchaser 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 Purchaser hereunder;

8.2.4            
Seller shall have received all consents, documentation and approvals
necessary to consummate and facilitate the transactions contemplated hereby,
including, without limitation, a tax free exchange pursuant to Section
13.18 (and the amendment of
Seller's (or Seller's affiliates') partnership or other organizational documents
in connection therewith), (a) from Seller's partners, members, managers,
shareholders or directors to the extent required by Seller's (or Seller's
affiliates') organizational documents, and (b) as required by law; and

8.2.5            
There shall not be pending or, to the knowledge of either Purchaser or
Seller, any litigation or threatened litigation which, if determined adversely,
would restrain the consummation of any of the transactions contemplated by this
Contract or declare illegal, invalid or nonbinding any of the covenants or
obligations of the Purchaser;

If
any of the foregoing conditions to Seller's obligation to close with respect to
conveyance of the Property under this Contract are not met, Seller may (a) waive
any of the foregoing conditions and proceed to Closing on the Closing Date, or
(b) terminate this Contract, and, if such failure constitutes a default by
Purchaser, exercise any of its remedies under Section 10.1.

Article
IX
BROKERAGE

9.1             
Indemnity Regarding Seller's Broker.  Seller
represents and warrants to Purchaser that it has dealt only with Rick L. Vidrio,
Hendricks & Partners, 1025 E. Maple Road, Suite 200, Birmingham,
Michigan  48009 ("Seller's Broker") in connection with this
Contract.  Seller and Purchaser each represents and warrants to the other
that, other than Seller's Broker and Purchaser's Broker, it has not dealt with
or utilized the services of any other real estate broker, sales person or finder
in connection with this Contract, and each party agrees to indemnify, hold
harmless, and, if requested in the sole and absolute discretion of the
indemnitee, defend (with counsel approved by the indemnitee) the other party
from and against all Losses relating to brokerage commissions and finder's fees
arising from or attributable to the acts or omissions of the indemnifying
party.  

9.2             
Seller's Broker Commission.  If the Closing occurs,
Seller agrees to pay Seller's Broker a commission according to the terms of a
separate contract.  Seller's Broker shall not be deemed a party or third
party beneficiary of this Contract.  

9.3             
Seller's Broker Signature Page.  As a condition to
Seller's obligation to pay the commission pursuant to Section 9.2,
Seller's Broker shall execute the signature page for Seller's Broker attached
hereto solely for purposes of confirming the matters set forth therein;
provided, however, that (a) Seller's Broker's signature hereon shall not be a
prerequisite to the binding nature of this Contract on Purchaser and Seller, and
the same shall become fully effective upon execution by Purchaser and Seller,
and (b) the signature of Seller's Broker will not be necessary to amend any
provision of this Contract.

9.4             
Indemnity Regarding Purchaser's Broker.  Purchaser
represents and warrants to Seller that it has dealt only with CB Richard Ellis,
2000 Town Center, Suite 500, Southfield, Michigan 48075 ("Purchaser's
Broker") in connection with this Contract.  Purchaser represents
and warrants to Seller that, other than Purchaser's Broker and Seller's Broker,
it has not dealt with or utilized the services of any other real estate broker,
sales person or finder in connection with this Contract, and Purchaser agrees to
indemnify, hold harmless, and, if requested in the sole and absolute discretion
of the indemnitee, defend (with counsel approved by the indemnitee) the Seller
from and against all Losses relating to brokerage commissions and finder's fees
arising from or attributable to the acts or omissions of the Purchaser. 


9.5             
Payment of Purchaser's Broker.  According to the terms
of a separate contract, Seller has agreed to pay Purchaser's Broker at Closing
thirty three percent (33%) of the commission to be paid by Seller to Seller's
Broker pursuant to Section 9.2,
but only if the Closing occurs in accordance with this Contract. Purchaser's
Broker shall not be deemed a party or third party beneficiary of this
Contract.  

9.6             
Purchaser's Broker Signature Page.  Purchaser's Broker
shall execute the signature page for Purchaser's Broker attached hereto solely
for purposes of confirming the matters set forth therein; provided, however,
that (a) Purchaser's Broker's signature hereon shall not be a prerequisite to
the binding nature of this Contract on Purchaser and Seller, and the same shall
become fully effective upon execution by Purchaser and Seller, and (b) the
signature of Purchaser's Broker will not be necessary to amend any provision of
this Contract.

Article
X
DEFAULTS AND REMEDIES

10.1         
Purchaser Default.  If Purchaser defaults in its
obligations hereunder to (a) deliver the Deposit (or any other deposit or
payment required of Purchaser hereunder), (b) deliver to Seller the deliveries
specified under Section 5.3 on
the date required thereunder, or (c) deliver the Purchase Price at the time
required by Section 2.2.3 and
close on the purchase of the Property on the Closing Date, then, immediately and
without the right to receive notice or to cure pursuant to Section 2.3.3, Purchaser shall forfeit the
Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither
party shall be obligated to proceed with the purchase and sale of the
Property.  If, Purchaser defaults in any of its other representations,
warranties or obligations under this Contract, and such default continues for
more than 10 days after written notice from Seller, then Purchaser shall forfeit
the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and
neither party shall be obligated to proceed with the purchase and sale of the
Property.  The Deposit is liquidated damages and recourse to the Deposit
is, except for Purchaser's indemnity and confidentiality
obligations hereunder, Seller's sole and exclusive remedy for Purchaser's
failure to perform its obligation to purchase the Property or breach of a
representation or warranty.  Seller expressly waives the remedies of
specific performance and additional damages for such default by Purchaser. 
SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER'S DAMAGES WOULD BE DIFFICULT TO
DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES
RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE
PROPERTY.  SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE
THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST
PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY
PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY AND CONFIDENTIALITY
OBLIGATIONS HEREUNDER.

10.2         
Seller Default.  If Seller, prior to the Closing,
defaults in its covenants or obligations under this Contract, including to sell
the Property as required by this Contract and such default continues for more
than 10 days after written notice from Purchaser, then, at Purchaser's election
and as Purchaser's sole and exclusive remedy, either (a) this Contract shall
terminate, and all payments and things of value, including the Deposit, provided
by Purchaser hereunder shall be returned to Purchaser and Purchaser may recover,
as its sole recoverable damages (but without limiting its right to receive a
refund of the Deposit), its direct and actual out-of-pocket expenses and costs
(documented by paid invoices to third parties) in connection with this
transaction, which damages shall not exceed $50,000 in aggregate, or (b) subject
to the conditions below, Purchaser may seek specific performance of Seller's
obligation to deliver the Deed pursuant to this Contract (but not
damages).  Purchaser may seek specific performance of Seller's obligation
to deliver the Deed pursuant to this Contract only if, as a condition precedent
to initiating such litigation for specific performance, Purchaser first shall
(i) deliver all Purchaser Closing documents to Escrow Agent in accordance with
the requirements of this Contract, including, without limitation, Sections
2.2.3 and 5.3 (with the exception of Section 5.3.1); (ii) not otherwise be in
default under this Contract; and (iii) file suit therefor with the court on or
before the 90th day after the Closing Date; if Purchaser fails to file an action
for specific performance within 90 days after the Closing Date, then Purchaser
shall be deemed to have elected to terminate the Contract in accordance with
subsection (a) above.  Purchaser agrees that it shall promptly deliver to
Seller an assignment of all of Purchaser's right, title and interest in and to
(together with possession of) all plans, studies, surveys, reports, and other
materials paid for with the out-of-pocket expenses reimbursed by Seller pursuant
to the foregoing sentence.  SELLER AND PURCHASER FURTHER AGREE THAT THIS
SECTION 10.2 IS INTENDED TO AND
DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO
PURCHASER, AND SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW
AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR
ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT.  UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO
RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE
OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR
ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER THIS
CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS
OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO
SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY
PURSUING AN ACTION SEEKING SUCH REMEDY.

Article
XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to Closing, and the cost
for demolition, site cleaning, restoration, replacement, or other repairs
(collectively, the "Repairs") is more than $1,000,000.00, then
Seller shall have no obligation to make such Repairs, and shall notify Purchaser
in writing of such damage or destruction (the "Damage
Notice").  Within 10 days after Purchaser's receipt of the Damage
Notice, Purchaser may elect at its option to terminate this Contract by
delivering written notice to Seller in which event the Deposit (less the
Non-Refundable Deposit Component) shall be refunded to Purchaser.  In the
event Purchaser fails to terminate this Contract within the foregoing 10-day
period, this transaction shall be closed in accordance with Section
11.3 below.

11.2         
Minor Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to the Closing, and the
cost of Repairs is equal to or less than $1,000,000.00, then this transaction
shall be closed in accordance with Section 11.3, notwithstanding such casualty.  In
such event, Seller may at its election endeavor to make such Repairs to the
extent of any recovery from insurance carried on the Property, if such Repairs
can be reasonably effected before the Closing.  Regardless of Seller's
election to commence such Repairs, or Seller's ability to complete such Repairs
prior to Closing, this transaction shall be closed in accordance with Section
11.3 below.

11.3         
Closing.  In the event Purchaser fails to terminate
this Contract following a casualty as set forth in Section 11.1, or in the event of a casualty as set
forth in Section 11.2, then this
transaction shall be closed in accordance with the terms of the Contract, at
Seller's election, either (i) for the full Purchase Price, notwithstanding
any such casualty, in which case Purchaser shall, at Closing, execute and
deliver an assignment and assumption (in a form reasonably required by Seller)
of Seller's rights and obligations with respect to the insurance claim related
to such casualty, and thereafter Purchaser shall receive all insurance proceeds
pertaining to such claim, less any amounts which may already have been spent by
Seller for Repairs (plus a credit against the Purchase Price at Closing in the
amount of any deductible payable by Seller in connection therewith); or (ii) for
the full Purchase Price less a credit to Purchaser in the amount necessary to
complete such Repairs (less any amounts which may already have been spent by
Seller for Repairs).

11.4         
Repairs.  To the extent that Seller elects to commence
any Repairs prior to Closing, then Seller shall be entitled to receive and apply
available insurance proceeds to any portion of such Repairs completed or
installed prior to Closing, with Purchaser being responsible for completion of
such Repairs after Closing.  To the extent that any Repairs have been
commenced prior to Closing, then the Property Contracts shall include, and
Purchaser shall assume at Closing, all construction and other contracts entered
into by Seller in connection with such Repairs.

Article
XII
EMINENT DOMAIN

12.1         
Eminent Domain.  In the event that, at the time of
Closing, any material part of the Property is (or previously has been) acquired,
or is about to be acquired, by any governmental agency by the powers of eminent
domain or transfer 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 Contract by giving written notice within 10 days after Purchaser's receipt
from Seller of notice of the occurrence of such event, and if Purchaser so
terminates this Contract, Purchaser shall recover the Deposit (less the
Non-Refundable Deposit Component) hereunder.  If Purchaser fails to
terminate this Contract within such 10-day period, this transaction shall be
closed in accordance with the terms of this Contract for the full Purchase Price
and Purchaser shall receive the full benefit of any condemnation award.  It
is expressly agreed between the parties hereto that this section shall in no way
apply to customary dedications for public purposes which may be necessary for
the development of the Property.

Article XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.  This Contract shall not
be binding on either party until executed by both Purchaser and Seller. 
Neither the Escrow Agent's nor the Seller's Broker nor Purchaser's Broker's
execution of this Contract shall be a prerequisite to its effectiveness. 
Subject to Section 13.3, this
Contract shall be binding upon and inure to the benefit of Seller and Purchaser,
and their respective successors and permitted assigns.

13.2         
Exhibits and Schedules.  All Exhibits and Schedules,
whether or not annexed hereto, are a part of this Contract for all
purposes.

13.3         
Assignability.  Except to the extent required to
comply with the provisions of Section 13.18 related to a 1031 Exchange, this
Contract is not assignable by either Seller or Purchaser without first obtaining
the prior written approval of Purchaser or Seller, respectively. 
Notwithstanding the foregoing, either party may assign this Contract, without
first obtaining the prior written approval of the other party, to one or more
entities so long as (a) the assigning party is an affiliate of the assignee, (b)
the assigning party is not released from its liability hereunder, and (c) the
assigning party provides written notice to the other party of any proposed
assignment no later than 10 days prior to the Closing Date.  As used
herein, an affiliate is a person or entity controlled by, under common control
with, or controlling another person or entity.

13.4         
Captions.  The captions, headings, and arrangements
used in this Contract are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions hereof.

13.5         
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.

13.6         
Notices.  All notices, demands, requests and other
communications required or permitted hereunder shall be in writing, and shall be
(a) personally delivered with a written receipt of delivery; (b) sent by a
nationally-recognized overnight delivery service requiring a written
acknowledgement of receipt or providing a certification of delivery or attempted
delivery; (c) sent by certified or registered mail, return receipt requested; or
(d) sent by confirmed facsimile transmission or electronic delivery with an
original copy thereof transmitted to the recipient by one of the means described
in subsections (a) through (c) no later than 3 Business Days thereafter. 
All notices shall be deemed effective when actually delivered as documented in a
delivery receipt; provided, however, that if the notice was sent by overnight
courier or mail as aforesaid and is affirmatively refused or cannot be delivered
during customary business hours by reason of the absence of a signatory to
acknowledge receipt, or by reason of a change of address with respect to which
the addressor did not have either knowledge or written notice delivered in
accordance with this paragraph, then the first attempted delivery shall be
deemed to constitute delivery.  Each party shall be entitled to change its
address for notices from time to time by delivering to the other party notice
thereof in the manner herein provided for the delivery of notices.  All
notices shall be sent to the addressee at its address set forth following its
name below:

To
Purchaser:

 

Homestead
on Lake Lansing, LLC

1575
Watertower Place

East
Lansing , Michigan  48823

Attention: 
Jim Anderton

Telephone:
 (517) 333-9622

Facsimile:
  (517) 333-9677

 

with
a copy to:

 

James
F. Anderton, V, Esq.

Loomis,
Ewert, Parsley, Davis & Gotting

124
W. Allegan Street, Suite 700

Lansing,
Michigan  48933

Telephone:
 (517) 482-2400

Facsimile:
  (517) 482-4313

 

To Seller:

 

Angeles
Income Properties, Ltd. 6

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention:
Mark Reoch

Telephone: 
(303) 691-4337

Facsimile: 
 (303) 300-3261

 

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Mr. Harry Alcock

Telephone: 
303-691-4344

Facsimile: 
 303-300-3282

 

with
copy to:

 

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Spiegleman, Esq.

Telephone:
 (303) 691-4303

Facsimile: 
 (720) 200-6882

 

and
a copy to:

 

Hendricks
& Partners

1025
E. Maple Road, Suite 200

Birmingham,
Michigan 48009

Attention:
Rick L. Vidrio

Telephone:
 (248) 341-3325

Facsimile:
 (248) 646-5132

 

and a copy to:

 

Brownstein
Hyatt Farber Schreck, LLP

410
Seventeenth Street, Suite 2200

Denver,
Colorado  80202

Attention: 
Catherine C. Gale, Esq. or Greg A. Vallin, Esq.

Telephone:
 (303) 223-1100

Facsimile: 
 (303) 223-1111

 

Any
notice required hereunder to be delivered to the Escrow Agent shall be delivered
in accordance with above provisions as follows:

Fidelity
National Title Insurance Company

8450
E. Crescent Parkway, Suite 410

Greenwood
Village, Colorado 80111

Attention:
Valena Bloomquist

Telephone:
 (303) 244-9198

Facsimile:
  (720) 489-7593

 

Unless
specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must be delivered to the Escrow Agent in
order to be effective so long as it is delivered to the other party in
accordance with the above provisions.

13.7         
Governing Law and Venue.  The laws of the State of
Michigan shall govern the validity, construction, enforcement, and
interpretation of this Contract, unless otherwise specified herein except for
the conflict of laws provisions thereof.  Subject to Section 13.24, all claims, disputes and other
matters in question arising out of or relating to this Contract, or the breach
thereof, shall be decided by proceedings instituted and litigated in a court of
competent jurisdiction in the state in which the Property is situated, and the
parties hereto expressly consent to the venue and jurisdiction of such
court.

13.8         
Entire Agreement.  This Contract embodies the entire
Contract between the parties hereto concerning the subject matter hereof and
supersedes all prior conversations, proposals, negotiations, understandings and
contracts, whether written or oral.

13.9         
Amendments.  This Contract shall not be amended,
altered, changed, modified, supplemented or rescinded in any manner except by a
written contract executed by all of the parties; provided, however, that, (a)
the signature of the Escrow Agent shall not be required as to any amendment of
this Contract other than an amendment of Section 2.3, and (b) the signature of Seller's Broker
and Purchaser's Broker shall not be required as to any amendment of this
Contract.

13.10     
Severability.  In the event that any part of this
Contract shall be held to be invalid or unenforceable by a court of competent
jurisdiction, such provision shall be reformed, and enforced to the maximum
extent permitted by law.  If such provision cannot be reformed, it shall
be severed from this Contract and the remaining
portions of this Contract shall be valid and enforceable.

13.11     
Multiple Counterparts/Facsimile Signatures.  This
Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of
signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.

13.12     
Construction.  No provision of this Contract shall be
construed in favor of, or against, any particular party by reason of any
presumption with respect to the drafting of this Contract; both parties, being
represented by counsel, having fully participated in the negotiation of this
instrument.

13.13     
Confidentiality.  Neither Seller nor Purchaser shall
disclose the terms and conditions contained in this Contract and shall keep the
same confidential, provided that Seller and Purchaser may disclose the terms and
conditions of this Contract (a) as required by law, (b) to consummate the terms
of this Contract, or any financing relating thereto, or (c) to Purchaser's or
Seller's lenders, attorneys and accountants.  Furthermore, Seller may
disclose the terms and conditions of this Contract as is necessary, in Seller's
sole discretion, in order for Seller to fulfill the condition set forth in
Section 8.2.4 and to make any
public disclosures required under federal or state securities laws or
regulations.  Any information obtained by Purchaser in the course of its
inspection of the Property, and any Materials provided by Seller to Purchaser
hereunder, shall be confidential and Purchaser shall be prohibited from making
such information public to any other person or entity other than its
Consultants, without Seller's prior written authorization, which may be granted
or denied in Seller's sole discretion.  Seller and Purchaser shall each use
reasonable efforts to prevent its respective lenders, accountants, agents,
contractors, engineers, surveyors, attorneys, and employees from divulging any
confidential information to any unrelated third parties except as reasonably
necessary to third parties engaged by Seller or Purchaser for the limited
purpose of analyzing and investigating such information for the purpose of
consummating the transaction contemplated by this Contract.  Unless and
until the Closing occurs, Purchaser shall not market the Property (or any
portion thereof) to any prospective purchaser or lessee without the prior
written consent of Seller, which consent may be withheld in Seller's sole
discretion.  Notwithstanding the provisions of Section 13.8, Seller and Purchaser agree that the
covenants, restrictions and agreements contained in any confidentiality
agreement executed by Seller and Purchaser prior to the Effective Date shall
survive the execution of this Contract and shall not be superseded hereby.

13.14     
Time of the Essence.  It is expressly agreed by the
parties hereto that time is of the essence with respect to this Contract and any
aspect thereof.

13.15     
Waiver.  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 Contract shall be established by conduct, custom, or course of dealing and
all waivers must be in writing and signed by the waiving party.

13.16     
Attorneys' Fees.  In the event either party hereto
commences litigation or arbitration against the other to enforce its rights
hereunder, the substantially prevailing party in such litigation shall be
entitled to recover from the other party its reasonable attorneys' fees and
expenses incidental to such litigation and arbitration, including the cost of
any appeals.

13.17     
Time Zone/Time Periods.  Any reference in this
Contract to a specific time shall refer to the time in the time zone where the
Property is located.  (For example, a reference to 3:00 p.m. refers to 3:00
p.m. MST if the Property is located in Denver, CO.)  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.

13.18     
1031 Exchange.  Seller and Purchaser acknowledge and
agree that the purchase and sale of the Property may be part of a tax-free
exchange for either Purchaser or Seller pursuant to Section 1031 of the Code,
the regulations promulgated thereunder, revenue procedures, pronouncements and
other guidance issued by the Internal Revenue Service.  Each party hereby
agrees to cooperate with each other and take all reasonable steps on or before
the Closing Date to facilitate such exchange if requested by the other party,
provided that (a) no party making such accommodation shall be required to
acquire any substitute property, (b) such exchange shall not affect the
representations, warranties, liabilities and obligations of the parties to each
other under this Contract, (c) no party making such accommodation shall incur
any additional cost, expense or liability in connection with such exchange
(other than expenses of reviewing and executing documents required in connection
with such exchange), and (d) no dates in this Contract will be extended as a
result thereof, except as specifically provided herein.  Notwithstanding
anything in this Section 13.18 to the contrary, Seller shall have
the right to extend the Closing Date (as extended pursuant to the second or
third sentences of Section 5.1) for
up to 30 days in order to facilitate a tax free exchange pursuant to this
Section 13.18, and to obtain all
documentation in connection therewith.

13.19     
No Personal Liability of Officers, Trustees or Directors of
Seller's Partners.  Purchaser acknowledges that this Contract is
entered into by Seller which is a California limited partnership, and
Purchaser agrees that none of Seller's Indemnified Parties shall have any
personal liability under this Contract or any document executed in connection
with the transactions contemplated by this Contract.

13.20     
Intentionally Omitted.  

13.21     
ADA Disclosure.  Purchaser
acknowledges that the Property may be subject to the federal Americans With
Disabilities Act (the "ADA") and the federal Fair Housing Act (the
"FHA").  The ADA requires, among other matters, that tenants
and/or owners of "public accommodations" remove barriers in order to make the
Property accessible to disabled persons and provide auxiliary aids and services
for hearing, vision or speech impaired persons.  Seller makes no warranty,
representation or guarantee of any type or kind with respect to the Property's
compliance with the ADA or the FHA (or any similar state or local law), and
Seller expressly disclaims any such representations.

13.22     
No Recording.  Purchaser shall not cause or allow this
Contract or any contract or other document related hereto, nor any memorandum or
other evidence hereof, to be recorded or become a public record without Seller's
prior written consent, which consent may be withheld at Seller's sole
discretion.  If Purchaser records this Contract or any other memorandum or
evidence thereof, Purchaser shall be in default of its obligations under this
Contract.  Purchaser hereby appoints Seller as Purchaser's attorney-in-fact
to prepare and record any documents necessary to effect the nullification and
release of the Contract or other memorandum or evidence thereof from the public
records.  This appointment shall be coupled with an interest and
irrevocable.

13.23     
Relationship of Parties.  Purchaser and Seller
acknowledge and agree that the relationship established between the parties
pursuant to this Contract is only that of a seller and a purchaser of
property.  Neither Purchaser nor Seller is, nor shall either hold itself
out to be, the agent, employee, joint venturer or partner of the other
party.

13.24     
Dispute Resolution.  Any controversy, dispute, or
claim of any nature arising out of, in connection with, or in relation to the
interpretation, performance, enforcement or breach of this Contract (and any
closing document executed in connection herewith), including any claim based on
contract, tort or statute, shall be resolved at the written request of any party
to this Contract by binding arbitration.  The arbitration shall be
administered in accordance with the then current Commercial Arbitration Rules of
the American Arbitration Association.  Any matter to be settled by
arbitration shall be submitted to the American Arbitration Association in the
state in which the Property is located.  The parties shall attempt to
designate one arbitrator from the American Arbitration Association.  If
they are unable to do so within 30 days after written demand therefor, then the
American Arbitration Association shall designate an arbitrator.  The
arbitration shall be final and binding, and enforceable in any court of
competent jurisdiction.  The arbitrator shall award attorneys' fees
(including those of in-house counsel) and costs to the substantially
prevailing party and charge the cost of arbitration to the party which is
not the substantially prevailing party.  Notwithstanding anything
herein to the contrary, this Section 13.24 shall not prevent Purchaser or Seller
from seeking and obtaining equitable relief on a temporary or permanent basis,
including, without limitation, a temporary restraining order, a preliminary or
permanent injunction or similar equitable relief, from a court of competent
jurisdiction located in the state in which the Property is located (to which all
parties hereto consent to venue and jurisdiction) by instituting a legal action
or other court proceeding in order to protect or enforce the rights of such
party under this Contract or to prevent irreparable harm and injury.  The
court's jurisdiction over any such equitable matter, however, shall be expressly
limited only to the temporary, preliminary, or permanent equitable relief
sought; all other claims initiated under this Contract between the parties
hereto shall be determined through final and binding arbitration in accordance
with this Section 13.24.

13.25     
AIMCO Marks.  Purchaser agrees that Seller, the
Property Manager or AIMCO, or their respective affiliates, are the sole owners
of all right, title and interest in and to the AIMCO Marks (or have the right to
use such AIMCO Marks pursuant to license agreements with third parties) and that
no right, title or interest in or to the AIMCO Marks is granted, transferred,
assigned or conveyed as a result of this Contract.  Purchaser further
agrees that Purchaser will not use the AIMCO Marks for any purpose.

13.26     
Non-Solicitation of Employees.  Prior to the
expiration of the Feasibility Period, Purchaser acknowledges and agrees that,
without the express written consent of Seller, neither Purchaser nor any of
Purchaser's employees, affiliates or agents shall solicit any of Seller's
employees or any employees located at the Property (or any of Seller's
affiliates' employees located at any property owned by such affiliates) for
potential employment.

13.27     
Survival.  Except for (a) all of the provisions of
this Article XIII
(other than Sections 13.18); (b)
Sections 2.3, 3.3, 3.4,
3.5, 5.4, 5.5,
6.2, 6.5, 9.1,
9.4, 11.4 and 14.1; (c) any other provisions in
this Contract, that by their express terms survive the termination or Closing;
and (d) any payment obligation of Purchaser under this Contract (the foregoing
(a), (b), (c) and (d) referred to herein as the "Survival
Provisions"), none of the terms and provisions of this Contract shall
survive the termination of this Contract, and if the Contract is not so
terminated, all of the terms and provisions of this Contract (other than the
Survival Provisions, which shall survive the Closing) shall be merged into the
Closing documents and shall not survive Closing.

13.28     
Multiple Purchasers.  As used in this Contract, the
term "Purchaser" means all entities acquiring any interest in the
Property at the Closing, including, without limitation, any assignee(s) of the
original Purchaser pursuant to Section 13.3 of this Contract.  In the event
that "Purchaser" has any obligations or makes any covenants,
representations or warranties under this Contract, the same shall be made
jointly and severally by all entities being a Purchaser hereunder.

Article
XIV
LEAD–BASED PAINT DISCLOSURE

14.1         
Disclosure.  Seller and Purchaser hereby acknowledge
delivery of the Lead Based Paint Disclosure attached as Exhibit H
hereto.

[Remainder of Page Intentionally Left Blank]




NOW, THEREFORE, the parties hereto have executed this
Contract as of the date first set forth above.

SELLER:

 

ANGELES
INCOME PROPERTIES, LTD. 6,

a
California limited partnership

 

By:      
ANGELES REALTY CORPORATION II,

           
a California corporation,

           
its general partner

 

           
By:  /s/John Spiegleman

           
Name:  John Spiegleman

           
Title:  Senior Vice President

 




PURCHASER:

 

HOMESTEAD
ON LAKE LANSING, LLC,

a
Michigan limited liability company

 

By: 
/s/Steven J. Calverley

Name:
 Steven J. Calverley

Title: 
Member