PURCHASE AND SALE CONTRACT



 

 

 

Exhibit 10 (ii)(j)

 

 

PURCHASE AND SALE
CONTRACT

 

BETWEEN

 

 

 

SHELTER PROPERTIES V LIMITED
PARTNERSHIP,

 

a South Carolina limited
partnership

 

 

 

 

 

AS SELLER

 

 

 

 

AND

 

 

 

 

PENNSYLVANIA REALTY GROUP,
INC.,

 

a Pennsylvania
corporation

 

 

 

AS PURCHASER

 

 

LAKEJOHNSONMEWS

 

 




 

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

	
Article
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Assumed
Encumbrances
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
10

	
 
	
4.7
	
Purchaser
Financing
	
11

	
Article
V
	
CLOSING
	
11

	
 
	
5.1
	
Closing
Date
	
11

	
 
	
5.2
	
Seller
Closing Deliveries
	
11

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
12

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
13

	
 
	
5.5
	
Post
Closing Adjustments
	
16

	
Article
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND PURCHASER
	
16

	
 
	
6.1
	
Seller's
Representations
	
16

	
 
	
6.2
	
AS-IS
	
17

	
 
	
6.3
	
Survival
of Seller's Representations
	
18

	
 
	
6.4
	
Definition
of Seller's Knowledge
	
19

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
19

	
Article
VII
	
OPERATION
OF THE PROPERTY
	
20

	
 
	
7.1
	
Leases
and Property Contracts
	
20

	
 
	
7.2
	
General
Operation of Property
	
20

	
 
	
7.3
	
Liens
	
20

	
Article
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
21

	
 
	
8.1
	
Purchaser's
Conditions to Closing
	
21

	
 
	
8.2
	
Seller's
Conditions to Closing
	
21

	
Article
IX
	
BROKERAGE
	
22

	
 
	
9.1
	
Indemnity
	
22

	
 
	
9.2
	
Broker
Commission
	
22

	
Article
X
	
DEFAULTS
AND REMEDIES
	
22

	
 
	
10.1
	
Purchaser
Default
	
23

	
 
	
10.2
	
Seller
Default
	
23

	
Article
XI
	
RISK
OF LOSS OR CASUALTY
	
24

	
 
	
11.1
	
Major
Damage
	
24

	
 
	
11.2
	
Minor
Damage
	
24

	
 
	
11.3
	
Closing
	
24

	
 
	
11.4
	
Repairs
	
25

	
 
	
11.5
	
Settlement
of Claims
	
25

	
Article
XII
	
EMINENT
DOMAIN
	
25

	
 
	
12.1
	
Eminent
Domain
	
25

	
Article
XIII
	
MISCELLANEOUS
	
26

	
 
	
13.1
	
Binding
Effect of Contract
	
26

	
 
	
13.2
	
Exhibits
and Schedules
	
26

	
 
	
13.3
	
Assignability
	
26

	
 
	
13.4
	
Captions
	
26

	
 
	
13.5
	
Number
and Gender of Words
	
26

	
 
	
13.6
	
Notices
	
26

	
 
	
13.7
	
Governing
Law and Venue
	
28

	
 
	
13.8
	
Entire
Agreement
	
29

	
 
	
13.9
	
Amendments
	
29

	
 
	
13.10
	
Severability
	
29

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
29

	
 
	
13.12
	
Construction
	
29

	
 
	
13.13
	
Confidentiality
	
29

	
 
	
13.14
	
Time
of the Essence
	
30

	
 
	
13.15
	
Waiver
	
30

	
 
	
13.16
	
Attorneys'
Fees
	
30

	
 
	
13.17
	
Time
Zone/Time Periods
	
30

	
 
	
13.18
	
1031
Exchange
	
30

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of Seller's
Partners
	
30

	
 
	
13.20
	
No
Exclusive Negotiations
	
30

	
 
	
13.21
	
ADA
Disclosure
	
31

	
 
	
13.22
	
No
Recording
	
31

	
 
	
13.23
	
Relationship
of Parties
	
31

	
 
	
13.24
	
Dispute
Resolution
	
31

	
 
	
13.25
	
AIMCO
Marks
	
32

	
 
	
13.26
	
Non-Solicitation
of Employees
	
32

	
 
	
13.27
	
Survival
	
32

	
 
	
13.28
	
Multiple
Purchasers
	
32

	
Article
XIV
	
LEAD–BASED
PAINT DISCLOSURE
	
32

	
 
	
14.1
	
Disclosure
	
32

	
 
	
14.2
	
Consent
Agreement
	
32

						


 




 

PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered into
as of the 1st day of May, 2009 (the "Effective Date"),
by and between SHELTER PROPERTIES V LIMITED PARTNERSHIP, a South Carolina
limited partnership, having an address at 4582 South Ulster Street Parkway,
Suite 1100, Denver, Colorado 80237 ("Seller"), and PENNSYLVANIA
REALTY GROUP, INC., a Pennsylvania corporation, having a principal address at
2701 E. Luzerne Street, Philadelphia, Pennsylvania 19137
("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 Wake, State of North
Carolina, as more particularly described in Exhibit A attached hereto and
made a part hereof, and the improvements thereon, commonly known as Lake Johnson
Mews.

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
$10,850,000.00, payable by Purchaser, as follows:

2.2.1       
On the Effective Date, Purchaser shall deliver to Stewart Title Guaranty
Company, c/o Wendy Howell, National Commercial Closing Specialist, 1980 Post Oak
Boulevard, Suite 610, Houston, TX 77056, (Tel) 713-625-8161, (Fax) 713-552-1703
("Escrow Agent" or "Title Insurer") an initial
deposit (the "Initial Deposit") of $108,500.00 by wire transfer of
immediately available funds ("Good Funds").  

2.2.2       
On or before the day that the Feasibility Period expires, Purchaser shall
deliver to Escrow Agent an additional deposit (the "Additional
Deposit") of $108,500.00 by wire transfer of Good Funds.  

2.2.3       
At the Closing, subject to the occurrence of the Loan Assumption and
Release, Purchaser shall receive a credit against the Purchase Price in the
amount of the outstanding principal balance of the Notes, together with all
accrued but unpaid interest (if any) thereon, as of the Closing Date (the
"Loan Balance").

2.2.4       
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, subject to the prorations and adjustments herein
described.

2.3             
Escrow Provisions Regarding Deposit.  

2.3.1       
Escrow Agent shall hold the Deposit in North Carolina and make
delivery of the Deposit to the party entitled thereto under the terms of this
Contract.  Escrow Agent shall invest the Deposit in such short-term,
high-grade securities, interest-bearing bank accounts, money market funds or
accounts, bank certificates of deposit or bank repurchase contracts as Escrow
Agent, in its discretion, deems suitable, 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 to 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 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 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 30 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
environmental, title or survey matters are unsatisfactory to Purchaser for any
reason, 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
Initial Deposit 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 shall be
non-refundable, except as otherwise herein expressly provided, 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 reasonable advanced
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 in its
reasonable discretion) 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")
caused by 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 sole
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, any damage to the Property caused by Purchaser or its Consultants in
the 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 $3,000,000.00 for
injury or death to more than one person and not less than $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, as applicable.  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 other 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 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, and Seller's
Representations, 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 6.1.6.   

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 6.1.7.  

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, Purchaser shall be solely responsible for the payment
of any such cancellation fees, penalties, or damages, including liquidated
damages, that are incurred solely as a result of Purchaser's cancellation. 
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 simultaneously therewith, Purchaser shall deliver
to Seller 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 sign the Vendor Terminations prepared
by Purchaser, and promptly deliver them 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.  Purchaser shall indemnify, hold harmless and, if
requested by Seller (in Seller's sole discretion), defend (with counsel
reasonably 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.

Article
IV
TITLE

4.1             
Title Documents.  Seller has caused to be delivered to
Purchaser a standard form commitment ("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 (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 search charges and the basic 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 with respect to the Property, including for "extended"
coverage.

4.2             
Survey.  Seller has delivered to Purchaser's attorneys
the 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 or 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 an adjournment of the Closing Date, not
exceeding 7 days, 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, not
yet due and payable; 

4.4.2       
All Leases;

4.4.3       
The Assumed Encumbrances;

4.4.4       
Applicable zoning and governmental regulations and ordinances;

4.4.5       
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.6       
The terms and conditions of this Contract.

4.5             
Assumed Encumbrances.

4.5.1       
Purchaser acknowledges that the Property is encumbered by that certain
loan (the "Freddie Mac Loan") made to Seller by Federal Home Loan
Mortgage Corporation ("Lender"), that certain Amended and Restated
Multifamily Deed of Trust, Assignment of Rents and Security Agreement dated June
30, 2008 and recorded in the Office of the Register of Deeds of Wake County,
North Carolina in Book 013167 at Page 407 (the "Freddie Mac
Mortgage") and certain other security and related documents in
connection with the Freddie Mac Loan (collectively, the "Freddie Mac
Encumbrances").  The Freddie Mac Loan is evidenced by that certain
Amended and Restated Multifamily Note, executed by Seller and dated June 30,
2008, in the stated principal amount of $5,694,303.00 (the "Freddie Mac
Note," and together with the Freddie Mac Mortgage, the Freddie Mac
Encumbrances and any other documents previously executed by Seller in connection
with the Freddie Mac Loan, the "Freddie Mac Documents"). 
Purchaser further acknowledges that the Property is
also encumbered by that certain loan (the "Capmark Loan" and,
together with the Freddie Mac Loan, the "Loans") made to Seller by
Capmark Bank ("Capmark"), that certain Multifamily Deed of
Trust, Assignment of Rents and Security Agreement dated June 30, 2008 and
recorded in the Office of the Register of Deeds of Wake County, North Carolina
in Book 013167 at Page 483, as assigned by Capmark to Lender pursuant to that
certain Assignment of Security Interest, dated June 30, 2008 and recorded in the
Office of the Register of Deeds of Wake County, North Carolina in Book 013167 at
Page 566 (the "Capmark Mortgage" and, together with the Freddie
Mac Mortgage, the "Assumed Deeds of Trust") and certain other
security and related documents in connection with the Capmark Loan
(collectively, the "Capmark Encumbrances" and, together with the
Freddie Mac Encumbrances, the "Assumed Encumbrances").  The
Capmark Loan is evidenced by that certain Amended and Restated Multifamily Note,
executed by Seller and dated June 30, 2008, in the stated principal amount of
$2,400,000.00 (the "Capmark Note," and together with Capmark
Mortgage, the Capmark Encumbrances, the Freddie Mac Documents and any other
documents previously executed by Seller in connection with the Freddie Mac Loan
or the Capmark Loan, the "Assumed Loan Documents").  The
Freddie Mac Note and the Capmark Note are hereinafter collectively referred to
as the "Notes."  Within 5 days after the Effective Date,
Seller agrees that it will make available to Purchaser (in the same manner in
which Seller is permitted to make the Materials available to Purchaser under
Section 3.5.1) copies of the
Assumed Loan Documents which are in Seller's possession or reasonable control
(subject to Section 3.5.2).

4.5.2       
At the Closing, (a) Purchaser shall assume Seller's rights and
obligations under the Notes and all of the other Assumed Loan Documents and
accept title to the Property subject to the Assumed Deeds of Trust and the
Assumed Encumbrances, and (b) the Lender shall release Seller, AIMCO
Properties, Inc. under those certain guaranty's executed in connection with the
Freddie Mac Loan and the Capmark Loan, and any other guarantors or other
obligated parties under the Assumed Loan Documents, from all obligations under
the Assumed Loan Documents (and any related guarantees or letters of credit)
arising after the Closing, including, without limitation, any obligation to make
payments of principal and interest under the Notes (collectively, the foregoing
(a) and (b) referred to herein as the "Loan Assumption and
Release").  Purchaser acknowledges and agrees that (x) certain of
the provisions of the Assumed Loan Documents may have been negotiated for the
exclusive benefit of Seller, AIMCO or their respective affiliates (the
"Specific AIMCO Provisions"), and (y) unless Lender otherwise
agrees in Lender's sole and arbitrary discretion, Purchaser will not be
permitted to assume the benefit of the Specific AIMCO Provisions and the same
shall be of no further force or effect from and after the Closing Date.

4.5.3       
Purchaser further acknowledges that the Assumed Loan Documents require
the satisfaction by Purchaser of certain requirements as set forth therein to
allow for the Loan Assumption and Release.  Accordingly, Purchaser, at its
sole cost and expense and within 15 days after receiving the Loan Assumption
Applications (as defined below) from Seller (the "Loan Assumption
Application Submittal Deadline"), shall use its best efforts to satisfy
the requirements set forth in the Assumed Loan Documents to allow for the Loan
Assumption and Release, including, without limitation, submitting a complete
application to the Lender for assumption of the Loans together with all
documents and information required in connection therewith (each, a "Loan
Assumption Application" and collectively, the "Loan Assumption
Applications"), and, if Purchaser fails to submit a complete, in all
material respects, Loan Assumption Application in a
form acceptable to the Lender by the Loan Assumption Application Submittal
Deadline, Purchaser shall be in default under this Contract, entitling the
Seller to terminate this Contract, in which event the Deposit shall be
immediately released to Seller by the Escrow Agent and this Contract shall be of
no further force and effect, subject to and except for the Survival
Provisions.  Purchaser agrees to provide Seller with a copy of the Loan
Assumption Applications no later than 2 Business Days prior to the Loan
Assumption Application Submittal Deadline and shall provide evidence of its
submission to Lender on or before the Loan Assumption Application Submittal
Deadline.  Purchaser acknowledges and agrees that Purchaser is solely
responsible for the preparation and submittal of the Loan Assumption
Applications, including the collection of all materials, documents,
certificates, financials, signatures, and other items required to be submitted
to Lender in connection with the Loan Assumption Applications.  

4.5.4       
Purchaser shall be responsible at its sole cost and expense for
correcting and re-submitting any deficiencies noted by Lender in connection with
the Loan Assumption Applications no later than 5 Business Days after
notification from Lender of such deficiency.  Purchaser also shall provide
Seller with a copy of any correspondence from Lender with respect to the Loan
Assumption Applications no later than 3 Business Days after receipt of such
correspondence from Lender.  Purchaser shall comply with Lender's
assumption requirements in connection with the Loan Assumption and Release,
which  Purchaser acknowledges may not be consistent with the provisions of
the Assumed Loan Documents.  Notwithstanding the foregoing, Purchaser shall
not be required to comply with Lender's assumption requirements, to the extent
that complying with such assumption requirements would result in a material
adverse change to any terms in the Assumed Loan Documents, or would otherwise
impose commercially unreasonable obligations upon Purchaser or any guarantor or
indemnitor of Purchaser (collectively, the "Onerous
Requirements").  Notwithstanding the foregoing, it shall not be
considered an Onerous Requirement for Lender to request that the Specific AIMCO
Provisions be removed from the Assumed Loan Documents.

4.5.5       
Purchaser shall pay all fees and expenses (including, without limitation,
all servicing fees and charges, transfer fees, assumption fees, title fees and
endorsement fees) imposed or charged by the Lender or its counsel (such fees and
expenses collectively being referred to as the "Lender Fees"), in
connection with the Loan Assumption Applications and the Loan Assumption and
Release.    

4.5.6       
Additionally, subject to Section 4.5.4, Purchaser shall be responsible for
(a) replacing (and increasing to the extent required by Lender) all reserves,
impounds and other accounts required to be maintained in connection with the
Loan, and (b) funding any additional reserves, impounds or accounts required by
Lender to be maintained by Purchaser in connection with the Loan after the Loan
Assumption and Release (the foregoing amounts in (a) and (b) collectively
referred to herein as the "Required Loan Fund Amounts").  Any
existing reserves, impounds and other accounts required to be replaced by
Purchaser pursuant to the foregoing sentence shall be released in Good Funds to
Seller at the Closing.  

4.5.7       
Purchaser agrees promptly to deliver to the Lender all documents and
information required by the Assumed Loan Documents, and such other information
or documentation as the Lender reasonably may request, including, without
limitation, financial statements, income tax returns and other financial
information for Purchaser and any required guarantor.  Seller agrees that it will cooperate with
Purchaser and Lender, at no cost or expense to Seller, in connection with
Purchaser's application to Lender for approval of the Loan Assumption and
Release.  

4.5.8       
No later than 10 days after the Effective Date, Purchaser shall order a
Phase I Environmental study (prepared by an environmental engineer reasonably
acceptable to Seller and Lender), and covenants that such Phase I Environmental
study shall be delivered to Seller and Lender no later than 10 days prior to the
Closing Date in connection with and as a precondition to the Loan Assumption and
Release.

4.5.9       
If Purchaser complies with its obligations under this Contract (including
this Section 4.5) and the
requirements of the Assumed Deeds of Trust (including, without limitation,
Section 21 of the Freddie Mac Mortgage and Section 21 of the Capmark Mortgage),
in connection with obtaining the Loan Assumption and Release, and Purchaser uses
diligent efforts to obtain the Loan Assumption and Release, but prior to the
expiration of 45 days after the Effective Date (the "Loan Approval
Period") either: (i) Lender fails to provide its approval of the Loan
Assumption and Release, or (ii) Lender conditions its approval of the Loan
Assumption and Release on the Onerous Requirements, then, on or before the
expiration of the Loan Approval Period, Purchaser shall have the right to give
Seller and Escrow Agent written notice terminating this Contract (the
"Loan Approval Termination").  In such event, this Contract
shall be of no further force and effect, subject to and except for the Survival
Provisions, and Escrow Agent shall forthwith return the Deposit to
Purchaser.  If Purchaser fails to provide Seller with the Loan Approval
Termination prior to the expiration of the Loan Approval Period in strict
accordance with the notice provisions of this Contract, Purchaser's right to
terminate under this Section 4.5.9 shall be permanently waived, this
Contract shall remain in full force and effect, the Deposit shall be
non-refundable, except as otherwise herein expressly provided, and Purchaser's
obligation to obtain the Lender's approval of the Loan Assumption and Release
and to purchase the Property shall be non-contingent and unconditional except
only for satisfaction of the conditions expressly stated in Section 8.1.  Purchaser recognizes and agrees
that, if the Loan Approval Period expires and Purchaser does not terminate this
Contract, the Loan Assumption and Release shall not be a condition to
Purchaser's obligation to close, and, if the Loan Assumption and Release is not
obtained and the Closing has not occurred on or before the Closing Date,
Purchaser shall be in default under this Contract, entitling the Seller to
terminate this Contract, in which event the Deposit shall be immediately
released to Seller by the Escrow Agent and this Contract shall be of no further
force and effect, subject to and except for the Survival Provisions.

4.5.10    Seller shall
satisfy, in all material respects, its obligations under the Assumed Loan
Documents as they come due, provided such obligations arise prior to the Closing
Date.

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, not exceeding 7 days,
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 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 Financing .  Purchaser assumes full
responsibility to obtain the funds required for settlement, and Purchaser's
acquisition of such funds shall not be a contingency to the Closing. 

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur at the time set
forth in Section 2.2.4 on the
date that is the earlier of (a) 10 days after the Lender's approval of the Loan
Assumption and Release, or (b) July 30, 2009 (the earlier of the foregoing (a)
and (b) referred to herein as 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 the Loan Assumption and Release.  Further, the
Closing Date may be extended without penalty at the option of Seller to a date
following the Closing Date specified in the first sentence of this paragraph
above, but in no event later than October 1, 2009, (or, if applicable, as
extended by Seller pursuant to the second sentence of this paragraph) in order
to finalize the drafting with Lender and Lender's counsel of all documents
necessary or desirable to accomplish the Loan Assumption and Release.  

           
Provided that Purchaser is not in default under this Contract, Purchaser shall
be permitted a one-time 30-day extension of the Closing Date specified in the
first sentence of this Section 5.1,
by (i) delivering written notice to Seller no later than five days prior to the
scheduled Closing Date (the "Purchaser Extension Deadline") and
(ii) simultaneously with such notice to Seller, delivering to Escrow Agent the
amount of $50,000.00, which amount when received by Escrow Agent shall be added
to the Deposit hereunder and shall be held, credited and disbursed in the same
manner as provided hereunder with respect to the Deposit.

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

5.2.1       
Special Warranty 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    Notification
letters to all Tenants prepared and executed by Seller in the form attached
hereto as Exhibit G, which shall be delivered to all Tenants by Seller
immediately after the Closing.

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, unless otherwise
provided in this Section 5.3) the
following items:

5.3.1       
The full Purchase Price (with credit for the Deposit and the Loan
Balance), 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 for mechanics liens 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
by Purchaser 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       
[Intentionally Omitted]

5.3.8       
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof, which such cancellation fees or
penalties shall be disbursed directly to the appropriate vendor by the Escrow
Agent.

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.

5.3.10    All documents,
instruments, guaranties, Lender Fees, Required Loan Fund Amounts, and other
items or funds required by the Lender to cause the Loan Assumption and
Release.

5.4             
Closing Prorations and Adjustments.  

5.4.1       
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, personal
property taxes, other operating expenses and fees, but not any capital
expenditures, 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 at least 2 Business Days 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, but not any capital expenditures, 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.

5.4.4       
Real Estate Taxes.  Any real estate ad valorem or
similar taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the calendar year of Closing, shall
be prorated to the date of Closing, based upon actual days involved and on an
actual tax year basis.  The proration of real property taxes or
installments of assessments shall be based upon the assessed valuation 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 to the extent the
same are available; provided, however, that in the event that actual figures
(whether for the assessed value of the Property or for the tax rate) for the
year of Closing are not available at the Closing Date, the proration shall be
made based upon a calculation of 105% over the preceding year (assuming payment
at the earliest time to allow for the maximum possible discount).  The
proration of real 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, provided
all such expenses are prorated consistent with the provisions of this Section
5.4.  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 to the
extent they relate to periods prior to the Closing Date.  Purchaser agrees
to bill Tenants of the Property for all Uncollected Rents and to take reasonable
actions to collect Uncollected Rents, but shall have no obligation to commence
litigation, terminate any Lease, or evict any Tenant in an effort to do
so.  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 or
terminate any Leases in any action to collect Uncollected Rents.  Purchaser
agrees to reasonably 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
reasonably required, 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 commence or join in any litigation, 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       
Existing Loan.  Seller shall be responsible for all
principal required to be paid under the terms of the Notes prior to Closing,
together with all interest accrued under the Notes prior to Closing, all of
which may be a credit against the Purchase Price as provided in Section
2.2.3.  Purchaser shall be
responsible for all Lender Fees and all other fees, penalties, interest and
other amounts due and owing under the Assumed Loan Documents and arising solely
as a result of the Loan Assumption and Release.  As set forth in Section
4.5.3, any existing reserves,
impounds and other accounts maintained in connection with the Loan and required
to be replaced by Purchaser, shall be released in Good Funds to Seller at
Closing.  

5.4.8       
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.

5.4.9       
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 Purchaser shall not be assuming any employment-related
liabilities of Seller under this Agreement.

5.4.10    Closing
Costs.  Seller shall pay any transfer taxes, the cost of recording
any instruments required to discharge any mortgage liens, mechanics' liens or
judgment liens against the Property caused by Seller, any premiums, charges or
fees required to be paid by Seller with respect to the Title Policy pursuant to
Section 4.1, and one-half of the
customary closing costs of the Escrow Agent.  Purchaser shall pay any
sales, use, gross receipts or similar taxes, the balance of the title premium,
charges or fees required to be paid by Purchaser with respect to the Title
Policy pursuant to Section 4.1, any
recording fees associated with any new debt instruments obtained by Purchaser in
connection with the acquisition of the Property, and one-half of the customary
closing costs of the Escrow Agent.  

5.4.11   
[Intentionally Omitted]

5.4.12   
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 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.  During the 12-month
period immediately following the expiration of the Records Hold Period (the
"Extended Hold Period"), if 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),
upon reasonable notice to Purchaser, and remove or copy those of Seller's
Property-Related Files and Records that Seller desires to retain.
 Following the expiration of the Extended Hold Period, Purchaser may
dispose of Seller's Property-Related Files and Records without a Records
Disposal Notice or any other prior notice to Seller.

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 75 days after Closing, or (b) subject to such 75-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
any approvals required from Lender for the Loan Assumption and Release 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.  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.  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 actions, proceedings, litigation or governmental
investigations or condemnation actions either pending or threatened against or
related to the Property;

6.1.4       
To Seller's knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property;

6.1.5       
To Seller's knowledge, (a) Seller has not received any written notice of
any material default by Seller under any of the Property Contracts, and (b)
Seller has not given written notice of a material default to the other parties
to any of the Property Contracts;

6.1.6       
To Seller's knowledge, the Rent Roll (as updated pursuant to
Section 5.2.9) is
accurate and complete in all material respects; and

6.1.7       
To Seller's knowledge, the Property Contracts List (as updated pursuant
to Section 5.2.10) is
accurate in all material respects.  

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, other than any covenants
of title contained in the Deed conveying the Property and Seller's
Representations, 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.  Except as otherwise herein expressly provided, 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, except as otherwise herein expressly provided.  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 in the ordinary course of business. 
Purchaser agrees that the departure or removal, prior to Closing, in the
ordinary course of business 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.  Except as otherwise
herein expressly provided, 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 12 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
or initiated an action 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 $200,000.00 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 $5,000.00.  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.  As used herein, the term
"Regional Property Manager" shall refer to Jennifer Sykes-Roe who
is the regional property manager handling this Property and is the person with
the most knowledge of the Property.  

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

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 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 and any title covenants contained in
the Deed, 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 Broker and its 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 Broker or any of its 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, for the
period after the expiration of the Feasibility Period, Seller agrees that,
without the prior written consent of Purchaser, which consent shall not be
unreasonably withheld, conditioned or delayed, (a) any such new Property
Contracts shall be terminable without penalty or termination fee upon 30 days
written notice, and (b) any new or renewed Leases shall be in the ordinary
course of business and shall not have a term in excess of 1 year.

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 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 Encumbrance 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; and

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. 

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 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.  Notwithstanding the foregoing, if
the condition set forth in Section 8.1.2 is not met due to Seller's
intentional and knowing misrepresentation of such Seller's Representation,
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) terminate this Contract and receive a
return of the Deposit from Escrow Agent and Purchaser may recover, as its sole
recoverable damages, 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 $75,000.00 in the aggregate.

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       
[Intentionally Omitted];

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; and

8.2.6       
The Loan Assumption and Release shall have occurred.

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.  Seller represents and warrants to
Purchaser that it has dealt only with Cushman & Wakefield, 1201 W.
Peachtree, Suite 3300, Atlanta, Georgia 30309 ("Broker") in
connection with this Contract.  Seller and Purchaser each represents and
warrants to the other that, other than Broker, it has not dealt with or utilized
the services of any other real estate broker, sales person or finder in
connection with this 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 respecting any broker or finder, other than Broker,
claiming to have been engaged by it.  

9.2             
Broker Commission.  If the Closing occurs, Seller
agrees to pay Broker a commission according to the terms of a separate
contract.  Broker shall not be deemed a party or third party beneficiary of
this Contract.  As a condition to Seller's obligation to pay the
commission, Broker shall execute the signature page for Broker attached hereto
solely for purposes of confirming the matters set forth therein.

Article
X
DEFAULTS AND REMEDIES

10.1         
Purchaser Default.  If Purchaser defaults in its
obligations hereunder to (a) deliver the Initial Deposit or Additional 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 2.2.4 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 5 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 5 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 $75,000.00 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 and complete the
Closing 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 2.2.4 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 SETS FORTH PURCHASER'S
EXCLUSIVE REMEDIES 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 $250,000.00, 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 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 $250,000.00, 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 this Contract for
the full Purchase Price, notwithstanding any such casualty, in which case
Purchaser and Seller shall, at Closing, execute and deliver an assignment and
assumption (in a form reasonably acceptable to Purchaser and 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 insurance proceeds previously received by Seller and any
deductible payable by Seller in connection therewith). 

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, provided that such construction
and other contracts were negotiated by Seller in good faith and contain
commercially reasonable terms or were approved by Purchaser in writing.

11.5         
Settlement of Claims.  After the expiration of the
Feasibility Period, in the case of a casualty not resulting in a termination of
this Contract pursuant to this Article XI, Seller shall not
adjust or settle the claim for the loss without Purchaser's prior written
consent thereto, which shall not be unreasonably withheld.  If Purchaser
fails to deliver such consent to Seller within 4 Business Days from the date of
(a) receiving Seller's written request, and (b) delivery from Seller of
reasonable documentation relating to the adjustment or settlement of the claim,
Purchaser shall be deemed to have approved and irrevocably waived any objections
to Seller's adjustment or settlement of the claim for such loss.

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) (a "Taking"), 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
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, provided that such dedications do not
materially and adversely affect the Property.  Unless this Contract is
terminated pursuant to this Section 12.1, Seller shall not settle any claim
on account of a Taking without Purchaser's prior written consent thereto, which
shall not be unreasonably withheld.  If Purchaser fails to deliver such
consent to Seller within 4 Business Days from the date of (a) receiving Seller's
written request, and (b) delivery from Seller of reasonable documentation
relating to the settlement of such claim, Purchaser shall be deemed to have
approved and irrevocably waived any objection to Seller's settlement of such
Taking.

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 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 Purchaser without first obtaining the prior
written approval of Seller.  Notwithstanding the foregoing, Purchaser may
assign this Contract, without first obtaining the prior written approval of
Seller, to one or more entities so long as (a) Purchaser is an affiliate of the
purchasing entity(ies), (b) Purchaser is not released from its liability
hereunder, and (c) Purchaser provides written notice to Seller of any proposed
assignment no later than 5 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 Section 13.6, 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:

 

PRG
Real Estate

2701
E. Luzerne Street

Philadelphia,
Pennsylvania  19137

Attention: 
Steven A. Berger

Telephone:
(215) 744-1200 x11

Facsimile:
(215) 744-4042

Email:
sberger@prgrealestate.com

 

with
a copy to: 

 

McCausland,
Keen & Buckman

Suite
160, Radnor Court

259
N. Radnor-Chester Road

Radnor,
Pennsylvania  19083

Attention:
Alan N. Escott, Esq.

Telephone:
(610) 341-1010

Facsimile:
(610) 341-1099

Email:
aescott@mkbattorneys.com

 

To
Seller:

 

Shelter
Properties V Limited Partnership

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Mark Reoch

Telephone: 
(303) 691-4337

Facsimile: 
(303) 300-3261

And:

 

Shelter
Properties V Limited Partnership

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:

 

Cushman
& Wakefield

1201
W. Peachtree, Suite 3300

Atlanta,
Georgia  30309

Attention: 
Chris Spain

Telephone:
(404) 853-5234

Facsimile: 
(404) 853-5248

 

and
a copy to:

 

Brownstein
Hyatt Farber Schreck, LLP

410
Seventeenth Street, Suite 2200

Denver,
Colorado  80202

Attention: 
Catherine C. Gale, 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:

Stewart
Title Guaranty Company

1980
Post Oak Boulevard, Suite 610

Houston,
Texas 77050

Attention: 
Wendy Howell, National Commercial Closing Specialist

 

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
North Carolina 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 the 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.  Purchaser shall not disclose the
terms and conditions contained in this Contract and shall keep the same
confidential, provided that 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, investors, Consultants, attorneys and accountants.  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 (subject to a valid court order otherwise), and Purchaser shall be
prohibited from making such information public to any other person or entity
other than its Consultants, investors and lenders, without Seller's prior
written authorization, which may be granted or denied in Seller's sole discretion.  In addition, Purchaser shall
use its reasonable efforts to prevent its Consultants from divulging any such
confidential information to any unrelated third parties except as reasonably
necessary to third parties engaged by Purchaser for the limited purpose of
analyzing and investigating such information for the purpose of consummating the
transaction contemplated by this 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
Purchaser agrees that the covenants, restrictions and agreements of Purchaser
contained in any confidentiality agreement executed by 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 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 in-house counsel and 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, Colorado.)  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.  

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 South Carolina 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     
No Exclusive Negotiations.  Seller shall have the
right, at all times prior to the expiration of the Feasibility Period, to
solicit backup offers and enter into discussions, negotiations, or any other
communications concerning or related to the sale of the Property with any
third-party; provided, however, that such communications are subject to the
terms of this Contract, and that Seller shall not enter into any binding
contract or letter of intent with a third-party for the sale of the Property
unless such contract is contingent on the termination of this Contract without
the Property having been conveyed to Purchaser.

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.  Subject to Section 10.2, 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.  Subject to Section 10.2, 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 wrongfully becoming a part of 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 prevailing party and charge the cost of arbitration to the party which is
not the 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 and 13.20); (b) Sections 2.3, 3.3, 3.4, 3.5, 4.5.5, 4.5.6, 5.4, 5.5, 6.2, 6.3, 6.5, 9.1, 9.2, 10.1, 10.2, 11.4, 14.1, and 14.2; (c) any other provisions in this
Contract, that by their express terms survive the termination or Closing; and
(d) any payment obligation of Seller or 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.  Nothing contained in any
document delivered by Seller or Purchaser at Closing shall alter or affect the
survivability provisions contained in this Contract.

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.  

14.2         
Consent Agreement.

           
Testing (the "Testing") has been performed at the Property with
respect to lead-based paint.  Matrix Health and Safety Consultants, L.L.C.
performed the Testing and reported its findings in Report of Clearance Lead Dust
Wipe Sampling letters dated December 12, 2007, December 14, 2007, December 17,
2007 and December 21, 2007 (the "Testing Letters").  TRC
certified on January 7, 2008 (the "TRC Certificate") that the
Property as lead-based paint free.  A copy of the TRC Certificate is
attached hereto as Exhibit I.  The Testing Letters and the TRC
Certificate are hereinafter collectively referred to as the
"Reports".  By execution hereof, Purchaser acknowledges
receipt of a copy of the Reports, the Lead-Based Paint Disclosure Statement
attached hereto as Exhibit H, and acknowledges receipt of that certain
Consent Agreement (the "Consent Agreement") by and among the
United States Environmental Protection Agency (executed December 19, 2001), the
United States Department of Housing and Urban Development (executed January 2,
2002), and AIMCO (executed December 18, 2001).  Because the Property has
been certified as lead-based paint free, Seller is not required under the
Consent Agreement to remediate or abate any lead-based paint condition at the
Property prior to the Closing.  Purchaser acknowledges and agrees that (1)
after Closing, Purchaser and the Property shall be subject to the Consent
Agreement and the provisions contained herein related thereto and (2) that
Purchaser shall not be deemed to be a third party beneficiary to the Consent
Agreement.

 

[remainder of this page intentionally left blank]

 




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

 

Seller:

 

SHELTER PROPERTIES V LIMITED PARTNERSHIP,

a South Carolina limited partnership 

 

By:       SHELTER REALTY V
CORPORATION,

           
a South Carolina corporation,

           
its corporate general partner

 

 

           
By:  /s/John Spiegleman

           
Name:  John Spiegleman

           
Title:   Senior Vice President

 

 

Purchaser:

 

 

PENNSYLVANIA
REALTY GROUP, INC.,

a
Pennsylvania corporation

 

By: 
/s/Steven A. Berger

Name: 
Steven A. Berger

Title: 
Vice President