CONTRACT TO PURCHASE AND SELL PROPERTY

     This Contract to Purchase and Sell Property ("Contract") is made and
entered into as of August 18, 1997 ("Effective Date'), by and between
CONSOLIDATED CAPITAL PROPERTIES VI, a California limited partnership ('Seller'),
THE VANDENBURG ORGANIZATION, a Texas corporation d/b/a TVO Realty Partners
("Purchaser") and CHICAGO TITLE INSURANCE COMPANY ("Escrow Agent").

     Purchaser desires to purchase and Seller desires to sell certain real
property pursuant to the terms of this Contract.

     In consideration of the mutual covenants and agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I
                              SALE OF THE PROPERTY

          SECTION 1.1    PROPERTY. Subject to the terms of this Contract, Seller
          agrees to sell to Purchaser, and Purchaser agrees to purchase from
          Seller, Seller's respective rights, titles and interests in and to all
          of the following described property (collectively, the "property"):

               (a)  The land ("Land") located in El Paso, Texas more
                    particularly described on Exhibit A hereto commonly known as
                    Celina Plaza Apartments, together with all improvements and
                    fixtures located on the Land ("Improvements"), and all
                    rights, titles and interests of Seller appurtenant to the
                    Land and Improvements, including, without limitation, all
                    appurtenant easements, adjacent roads, highways and
                    rights-of-way;

               (b)  All tangible personal property of any kind ("Personalty")
                    owned by Seller and attached to or located on the Land or
                    Improvements; provided, however, the Personalty does not
                    include computer software owned or leased by Seller's
                    property manager;

               (c)  Any leases or other agreements demising space in or
                    providing for the use or occupancy of the Improvements or
                    Land ("Tenant Leases"), and all unapplied deposits, whether
                    security or otherwise ("Deposits"), paid by tenants
                    ("Tenants") under the Tenant Leases, together with all
                    collateral therefor, all guarantees by third parties of the
                    agreements and obligations thereunder of Tenants and, except
                    to the extent otherwise set forth in SECTION 8.6, all
                    rentals, advance rentals, receivables, reimbursements and
                    other items payable by Tenants;

               (d)  All service contracts, warranties, guaranties and bonds in
                    effect at Closing relating to the Land, the Improvements or
                    the Personalty, to the extent the same are assignable
                    ("Service Contracts");

               (e)  All certificates, permits, licenses, franchises,
                    authorizations and approvals relating to the Property and/or
                    the Personalty or the ownership, use, access, occupancy or
                    operation thereof, running to or in favor of Seller or the
                    Property and/or the Personalty, and which Purchaser
                    hereafter elects to accept; and

               (f)  All drawings, plans and specifications covering the Property
                    and in Seller's possession; all rights to the name "Celina
                    Plaza Apartments" with respect to the Property or any other
                    project in the El Paso, Texas area, and all trademarks,
                    trade names, service marks, registrations, logos, good will
                    and other rights associated therewith (including the right
                    to sue for past and present infringements thereof); all
                    other intellectual property used in connection with the
                    ownership and operation of the Property; all telephone
                    numbers; all tenant files; all operating and maintenance
                    files; and all books, records and other files which are used
                    in connection with the ownership and operation of the
                    Property and the conduct of the business of Seller relating
                    to the Property.

                                   ARTICLE II
                                 PURCHASE PRICE

          SECTION 2.1  PURCHASE PRICE The total Purchase Price ("Purchase
          Price") to be paid by Purchaser to Seller for the Property shall be
          Six Million Six Hundred Thousand Dollars ($6,600,000). The Purchase
          Price shall be payable at the Closing in Current Funds (as defined in
          SECTION 3.1).

                                  ARTICLE III
                             EARNEST MONEY DEPOSIT

          SECTION 3.1 AMOUNT AND TIMING.

               (a)  Within three (3) business days after the Effective Date,
                    Purchaser shall deliver to Chris Haynes, Esq. ("Haynes")
                    $33,000 in cash or Current Funds  (such deposit and all
                    interest earned thereon shall be referred to as "Initial
                    Earnest Money Deposit") to be held and disbursed in
                    accordance with the terms, conditions and provisions of this
                    Contract.  Immediately upon  receipt by Haynes of the
                    Earnest Money Deposit, Haynes shall deliver written notice
                    to Seller of such receipt via telefax in accordance with
                    SECTION 13.1 of this Contract.  If Purchaser fails to
                    deposit the Initial Earnest Money Deposit with Haynes as
                    herein provided, then this Contract shall automatically
                    terminate and neither Seller nor Purchaser shall have any
                    further obligations hereunder except that the provisions of
                    SECTIONS 5.1.5 and 11.1 of this Contract shall survive the
                    termination of this Contract.   "Current Funds" shall mean
                    wire transfers, certified funds or a cashier's check in a
                    form acceptable to Escrow Agent which would permit Escrow
                    Agent to immediately disburse such funds.

               (b)  If Purchaser does not terminate this Contract pursuant to
                    SECTION 5.2 of this Contract, then within one (1) business
                    day following the end of the Inspection Period, Purchaser
                    shall deliver to Escrow Agent $33,000 in cash or Current
                    Funds (as defined in SECTION 3.1(A)) (such deposit and all
                    interest earned thereon shall be referred to as "Additional
                    Earnest Money Deposit") to be held and disbursed in
                    accordance with the terms, conditions and provisions of this
                    Contract.  If Purchaser fails to deliver the Additional
                    Earnest Money Deposit as herein provided, then such failure
                    shall constitute a default of this Contract by Purchaser.

               (c)  If Purchaser does not terminate this Contract pursuant to
                    SECTION 5.2 of this Contract, then within one (1) business
                    day following the end of the Inspection Period, Haynes shall
                    deliver to Escrow Agent the Initial Earnest Money Deposit to
                    be held by Escrow Agent in escrow, invested in an interest
                    bearing account through a bank or financial institution
                    approved by Purchaser, and to be applied or disposed of by
                    Escrow Agent as provided in this Contract.  If Haynes fails
                    to deliver the Initial Earnest Money Deposit as herein
                    provided, then such failure shall constitute a default of
                    this Contract by Purchaser.

               (d)  The Initial Earnest Money Deposit and Additional Earnest
                    Money Deposit shall be hereafter referred to as the "Earnest
                    Money Deposit".

     SECTION 3.2    APPLICATION AND INTEREST. If the purchase and sale
          contemplated hereunder is consummated, then the Earnest Money Deposit
          shall be applied to the Purchase Price at Closing. In all other
          events, the Earnest Money Deposit shall be disposed of by Escrow Agent
          as provided in this Contract. The Earnest Money Deposit shall be
          invested by Escrow Agent in a manner reasonably acceptable to
          Purchaser and Seller. All interest earned on the Earnest Money Deposit
          is part of the Earnest Money Deposit, to be applied or disposed of in
          the same manner as the Earnest Money Deposit under this Contract.

                                   ARTICLE IV
                                TITLE AND SURVEY

     SECTION 4.1    TITLE COMMITMENT. Within five (5) business days following
          the Effective Date, Seller shall deliver to Purchaser a copy of the
          existing title insurance policy in Seller's possession. Not later than
          ten (10) days after the Effective Date, Purchaser shall obtain a
          current ALTA Commitment for Title Insurance ("Title Commitment") from
          a title company of Purchaser's choice ("Title Company"). The Title
          Commitment shall set forth the state of title to the Property,
          including a list of conditions or exceptions to title affecting the
          Property that would appear in an Owner's Policy of Title Insurance, if
          one were issued.  Purchaser  shall pay all costs associated with
          obtaining the Commitment and the Owner's Policy.

     SECTION 4.2    SURVEY. Within five (5) business days following the
          Effective Date, Seller shall deliver to Purchaser a copy of the most
          complete survey of the Land and Improvements in Seller's possession.
          Not later than ten (10) days after the Effective Date, Purchaser shall
          have the option to obtain an updated Survey (any such updated or new
          survey hereinafter referred to as the "Survey"). Purchaser shall pay
          all costs associated with updating and recertifying the existing
          Survey
     .
     SECTION 4.3    REVIEW OF TITLE AND SURVEY. Purchaser shall have until the
          end of the Inspection Period to notify Seller in writing of any
          objections Purchaser has to any matters affecting title to the
          Property, including any matters shown or referred to in the Title
          Commitment or on the Survey. Any title encumbrances, exceptions or
          other matters to which Purchaser does not object in writing within the
          aforementioned period shall be deemed to be permitted exceptions to
          the status of Seller's title (such encumbrances, exceptions or other
          matters, together with such other matters permitted pursuant to other
          provisions of this Contract, shall be referred to as the "Permitted
          Exceptions").

     SECTION 4.4    OBJECTIONS TO STATUS OF TITLE AND SURVEY. Subject to the
          terms hereof, Seller shall be obligated to deliver marketable title to
          Purchaser. If Purchaser objects to any matter affecting title to the
          Property within the time set forth in SECTION 4.3, then Seller shall
          have fifteen (15) days to notify Purchaser whether or not Seller will
          cure, prior to Closing, any such title objection.  If Seller notifies
          Purchaser that it elects not to cure any such objection, then
          Purchaser may, at its option exercisable in writing within seven (7)
          days following the date of receipt by Purchaser of written notice from
          Seller stating that Seller is unable or unwilling to cure such
          objections, either (a) accept such title as Seller can deliver, in
          which case all exceptions to title which Seller has stated it will not
          cure shall be deemed to be Permitted Exceptions, or (b) terminate this
          Contract by notice in writing to Seller in which event, subject to the
          provisions of SECTION 10.1 of this Contract, Escrow Agent shall Return
          the Earnest Money Deposit.  If Purchaser fails to notify Seller,
          within such seven (7) day period, that Purchaser has elected to
          proceed under either subpart (a) or (b) of the immediately preceding
          sentence, then Purchaser shall be deemed to have elected to proceed
          under subpart (a), and this Contract shall remain in full force and
          effect.

     If Seller notifies Purchaser that it elects to cure any such objections but
is unable to cure such objections by Closing or if Seller fails to notify
Purchaser of its intentions with respect to such objections and fails to cure
such objections by Closing, then Purchaser may, at its option, either (x) accept
such title as Seller can deliver in which case the parties shall proceed with
Closing and all exceptions to title which are not removed shall be deemed to be
Permitted Exceptions, or (y) terminate this Contract by notice in writing to
Seller at Closing, in which event Escrow Agent shall Return the Earnest Money
Deposit.

     -Return the Earnest Money Deposit" shall mean Escrow Agent shall return the
Earnest Money to Purchaser and neither party shall have any further rights,
duties or obligations hereunder except as otherwise provided in SECTIONS 5.1.5
and 11.1 hereof.

     SECTION 4.5    OTHER PERMITTED EXCEPTIONS. The Permitted Exceptions shall
          include those matters which become Permitted Exceptions pursuant to
          SECTIONS 4.3 and 4.4 above and, in addition, the following: (a) the
          Tenant Leases; (b) taxes and assessments for the year in which the
          Closing occurs and subsequent years; (c) liens and encumbrances
          arising after the date hereof to which Purchaser consents in writing;
          and (d) any liens or encumbrances of a definite or ascertainable
          amount and caused by Seller, provided that Seller causes such liens or
          encumbrances to be cured or discharged from the public record at
          closing, or to be insured over by the Title Company, so that such
          liens or encumbrances do not appear as an exception in the Owner's
          Policy of Title Insurance issued to Purchaser pursuant to the Title
          Commitment (the "Owner's Policy").

                                   ARTICLE V
                            INSPECTION BY PURCHASER

     SECTION 5.1    INSPECTION PERIOD.

          5.1.1Purchaser shall have a period of time commencing on the
               Effective Date and expiring at 5:00 p.m., El Paso, Texas time on
               the twenty first (21st) day thereafter (the "Inspection Period")
               within which to examine the Property. During the Inspection
               Period, Seller shall allow Purchaser and Purchaser's agents
               access to the Property during normal business hours to (i)
               conduct soil and engineering, hazardous waste (including asbestos
               and formaldehyde), marketing, feasibility, zoning and other
               studies or tests and to otherwise determine the feasibility of
               the Property for Purchaser's intended use and (ii) review and/or
               photocopy at Property Manager's office during normal business
               hours, all currently effective Tenant leases, lease amendments,
               improvement agreements, and any other currently effective
               agreements relating to the use or occupancy of the Property,
               which documents Property Manager will make available to Purchaser
               for this purpose. Notwithstanding the foregoing, (a) the costs
               and expenses of Purchaser's investigation shall be borne solely
               by Purchaser, (b) prior to the expiration of the Inspection
               Period, Purchaser shall restore any damage to the Property caused
               by Purchaser or its agents to the condition which existed prior
               to Purchaser's entry thereon and investigation thereof, (c)
               Purchaser shall not unreasonably interfere with, interrupt or
               disrupt the operation of Seller's business on the Property, and
               such access by Purchaser and/or its agents shall be subject to
               the rights of Tenants under Tenant Leases, (d) Purchaser shall
               not permit any mechanic's or materialman's liens or any other
               liens to attach to the Property by reason of the performance of
               any work or the purchase of any materials by Purchaser or its
               agents in connection with any studies or tests conducted pursuant
               to this Section 5.1, (e) Purchaser shall have the right to enter
               vacant units and, with the consent of the respective tenants,
               leased units, provided that Purchaser shall give notice to Seller
               forty-eight (48) hours prior to entry onto the Property and shall
               permit Seller to have a representative present during all
               investigations and inspections conducted with respect to the
               Property, (f) Seller agrees Property Manager and maintenance
               supervisor will be available to answer questions which Purchaser
               may reasonably ask concerning the Property, and (g) Purchaser
               shall take all reasonable actions and implement all reasonable
               protections necessary to ensure that all actions taken in
               connection with the investigations and inspections of the
               Property, and all equipment, materials and substances generated,
               used or brought onto the Property in the course of such
               investigations and inspections pose no material threat to the
               safety of persons or the environment and cause no damage to the
               Property or other property of Seller or other persons.

          5.1.2If following the effective date of the Title Commitment (a)
               any additional title encumbrances (other than as caused by
               Purchaser) become effective against the Property, which Seller
               does not cause to be cured or insured over so that such matters
               do not appear as an exception in the Owner's Policy or (b) a
               survey update reveals any new adverse matters which Seller does
               not cure by Closing, then Purchaser may terminate this Contract
               by delivery of written notice to Seller given in accordance with
               the provisions of SECTION 13.1, in which event, subject to the
               provisions of SECTION 10.1, Escrow Agent shall Return the Earnest
               Money Deposit.   Seller shall cause any such encumbrance of a
               monetary nature to be satisfied or discharged from the public
               record at Closing.

          5.1.3All information made available by Seller to Purchaser in
               accordance with this Contract or obtained by Purchaser in the
               course of its investigations shall be treated as confidential
               information by Purchaser (except to the extent Purchaser is
               required by law or legal process to disclose such information, or
               reasonably needs to disclose such information in order to give
               information to private investors for the transaction contemplated
               herein).  Prior to Closing, Purchaser shall use reasonable
               efforts to prevent its agents and employees from divulging such
               information to any 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,
               including Purchaser's attorneys and representatives, prospective
               lenders, investors and engineers.

          5.1.4Purchaser shall have the right to reject any Service
               Contracts (except the laundry contract, which is hereby deemed
               accepted by Purchaser) during the Inspection Period. Any and all
               Service Contracts not rejected by Purchaser before the end of the
               Inspection Period shall be deemed accepted by Purchaser, except
               for the Management Agreement which shall be terminated at Closing
               without penalty to Purchaser. Any and all Service Contracts
               accepted or deemed accepted by Purchaser shall be assumed by
               Purchaser at Closing.

          5.1.5Purchaser shall indemnify, defend and hold harmless Seller
               and its general and limited partners and each of their affiliates
               and their respective affiliates' officers, directors, employees,
               agents and representatives from and against any claims,
               liabilities, causes of action, damages, liens, losses, fines,
               fees and expenses (including, without limitation, attorneys' fees
               and expenses) incident to, resulting from or in any way arising
               out of any intentional, reckless or negligent infliction of
               injury or distress to persons or damage to property caused by
               Purchaser or its agents on the Property. The agreements contained
               in this SECTION 5.1.5 shall survive the Closing forever (subject
               to any applicable statutes of limitation) and shall not be merged
               therein and shall also survive any termination of this Contract.

     SECTION 5.2    APPROVAL OF INSPECTIONS. If Purchaser determines at any time
          prior to the end of the Inspection Period that any aspect of the
          Property (except for the Permitted Exceptions) is not satisfactory to
          Purchaser, then Purchaser may terminate this Contract by delivery of
          written notice to Seller within the Inspection Period given in
          accordance with the provisions of SECTION 13.1, in which event,
          subject to the provisions of SECTION 10.1 of this Contract, Escrow
          Agent shall Return the Earnest Money Deposit.  If Purchaser does not
          timely deliver to Seller written notice of termination within the
          Inspection Period, the conditions of this SECTION 5.2 shall be deemed
          satisfied, and Purchaser may not thereafter terminate this Contract
          pursuant to this SECTION 5.2.

     SECTION 5.3    MATTERS TO BE DELIVERED BY SELLER. No later than five (5)
          business days from the Effective Date, Seller shall deliver to
          Purchaser the following items (collectively, the "Submission
          Matters"):

               (a)  A copy of the form used for Tenant Leases with respect to
                    the Property;
               (b)  An inventory of all Personalty current to within thirty (30)
                    days prior to the Effective Date;
               (c)  Copies of any and all Service Contracts in Seller's
                    possession relating to the ownership and operation of the
                    Property, as identified on SCHEDULE 5.3(C);
               (d)  Copies of all warranties and guarantees in Seller's
                    possession relating to the Property, or any part thereof, or
                    to the Personalty owned by Seller and located on or used in
                    connection with the Property;
               (e)  Copies of all plans and specifications in Seller's
                    possession with respect to the Property and copies of all
                    licenses and permits in Seller's possession or control with
                    respect to the ownership and operation of the Property,
                    including building permits and certificates of occupancy;
               (f)  A certificate of hazard, liability and other insurance
                    policies held by Seller with respect to the Property; and
               (g)  Copies of the most recent real estate and personal property
                    tax statements in Seller's possession applicable to the
                    Property (including, if applicable, any rental tax and
                    special assessment statements).
               (h)  The Rent Roll to be attached hereto as SCHEDULE 6.2(E).
               (i)  A copy of the most recent Phase 1 Environmental Site
                    Assessment in Seller's possession ("Existing Phase 1").

                                   ARTICLE VI
            REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND WAIVERS

     SECTION 6.1    REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
          represents and warrants to Seller as of the date hereof (and Purchaser
          shall reassert in writing to Seller as of the Closing Date) as
          follows, which representations and warranties shall survive the
          Closing as provided herein:  (1) Purchaser is a corporation, duly
          authorized and validly existing under the laws of the State of Texas;
          (2) Purchaser has full right and authority to enter into this Contract
          and to consummate the transactions contemplated herein; (3) each of
          the persons executing this Contract on behalf of Purchaser is
          authorized to do so; and (4) this Contract constitutes a valid and
          legally binding obligation of Purchaser, enforceable in accordance
          with its terms. Provided, each of the representations and warranties
          of Purchaser set forth in this SECTION 6.1(A) shall survive the
          Closing for only nine (9) months except as to any such representation
          or warranty as to which Seller has within such nine (9) month period
          asserted with a reasonable basis a claim against Purchaser.

     SECTION 6.2    REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents
          and warrants to Purchaser as of the date hereof as follows, provided,
          Seller shall also certify to Purchaser at Closing that there has been
          no material change in any of the following representations and
          warranties, and each of the representations and warranties of Seller
          below shall survive the Closing for only nine (9) months except as to
          any such representation or warranty as to which Purchaser has within
          such nine (9) month period asserted with reasonable basis a claim
          against Seller:

               (a)  Seller (i) is a duly organized and validly existing limited
                    partnership under the laws of the State of California; (ii)
                    is duly bound by the actions and execution hereof by the
                    general partner of Seller who executed this Contract; (iii)
                    has the authority and power to enter into this Contract and
                    to consummate (including the execution of all necessary
                    documents and contracts) the transaction provided for
                    herein; (iv) is the owner of the landlord's interest in the
                    Tenant Leases; and (v) to the extent required to own,
                    operate and sell the Property, is authorized to own and
                    transfer real estate under the laws of the State of Texas
                    and to otherwise transact and conduct business in the State
                    of Texas.

               (b)  The execution and delivery by Seller of, and the performance
                    and compliance by Seller with the terms and provisions of
                    this Contract do not violate any of the terms, conditions or
                    provisions of (i) any judgment, order, injunction, decree,
                    regulation or ruling of any court or other governmental
                    authority to which Seller is subject, or (ii) any agreement
                    or contract listed on any Schedule to this Contract or any
                    other agreement or contract to which Seller is a party or to
                    which it or the Property is subject (except for the
                    agreements listed on any Schedule to this Contract, as the
                    terms of such agreements speak for themselves).

               (c)  Seller is the sole owner of, and has title to, the Property
                    free and clear of all liens, encumbrances, claims and
                    demands, other than the Permitted Exceptions. Seller has not
                    entered into any agreement to sell, mortgage, lease (other
                    than to residential tenants for personal occupancy) or
                    otherwise encumber or dispose of its interest in the
                    Property or any part thereof, except for the Permitted
                    Exceptions and this Contract.

               (d)  (I)  As of the date of this Contract, Seller has not
                    received any notice of (nor to its knowledge are) any
                    actions, suits, proceedings or claims pending or threatened
                    against or affecting Seller (in respect of the Property), at
                    law or equity or before or by any governmental authority.
                    Provided, if Seller is unable to restate this representation
                    at Closing because such a matter has arisen affecting Seller
                    (but which is not a lien against the Property), then such
                    inability to restate shall not constitute a breach of this
                    Contract or a failure of an obligation hereunder so long as
                    Seller is able, despite such action, suit, proceeding or
                    claim to convey good and marketable title to the Property to
                    Purchaser.

                    (II) As of the date of this Contract, Seller has not
                    received any notice of (nor to its knowledge are there) any
                    actions, suits, proceedings or claims which constitute a
                    lien or encumbrance on the Property.

               (e)  All of the information contained in the Rent Roll,
                    including, without limitation the tenants and occupants of
                    the Property as of the date of the "Rent Roll" to be
                    attached hereto as SCHEDULE 6.2(E), the space leased, the
                    Lease expiration dates, the security deposits, arrearages,
                    the rentals and the concessions, if any, granted to the
                    tenants is substantially true and complete.

               (f)  Seller is not aware of any existing landlord defaults under
                    the Tenant Leases.

               (g)  To the actual knowledge of Seller, without independent
                    investigation or inquiry, and except for such matters as are
                    disclosed in the Existing Phase I or as may be disclosed by
                    the environmental report to be performed by Purchaser or its
                    agents during the Inspection Period, (i) no Hazardous
                    Substances exist on the Property and no leak, spill, release
                    or discharge of Hazardous Substances has occurred on the
                    Property, and (ii) neither the Property nor any land
                    adjacent to the Property is in violation or subject to any
                    existing investigation by any governmental authority under
                    any applicable federal, state or local law, regulation or
                    ordinance pertaining to Hazardous Substances or other
                    environmental matters. "Hazardous Substances" means all
                    chemical substances, asbestos, oil, petroleum products,
                    formaldehyde, PCB's, toxic, carcinogenic, radioactive or
                    hazardous waste or materials, existing in such
                    concentrations or amounts as would require removal or
                    remediation under applicable federal, state or local laws,
                    regulations or ordinances, and also shall include any
                    underground storage tanks.  Simultaneously herewith, Seller
                    and Purchaser shall complete and execute a "Disclosure of
                    Information on Lead-Based Paint and/or Lead-Based Paint
                    Hazards", the form of which is attached hereto as Schedule
                    6.2(g).

     SECTION 6.3    NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER.
          Except as expressly specified in this Contract or the special warranty
          deed or other documents to be delivered at closing, Seller has not
          made, and Seller hereby specifically disclaims, any warranty, guaranty
          or representation, oral or written, past, present or future, of, as
          to, or concerning, (a) the nature and condition of the Property,
          including, without limitation, the water, soil and geology, and the
          suitability thereof and of the Property for any and all activities and
          uses which Purchaser may elect to conduct thereon; (b) the existence,
          nature and extent of any right-of-way, lease, right to possession or
          use, lien, encumbrance, license, reservation, condition or other
          matter affecting title to the Property; and (c) whether the use or
          operation of the Property complies with any and all laws, ordinances
          or regulations of any government or other regulatory body. Except as
          expressly specified in this Contract or the special warranty deed or
          other documents to be delivered at Closing, PURCHASER AGREES TO ACCEPT
          THE PROPERTY, AND ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS
          PROVIDED FOR HEREIN IS MADE BY SELLER, ON AN "AS IS, WHERE IS, AND
          WITH ALL FAULTS" BASIS. EXCEPT AS EXPRESSLY SPECIFIED IN THIS CONTRACT
          OR THE SPECIAL WARRANTY DEED OR OTHER DOCUMENTS TO BE DELIVERED AT
          CLOSING, PURCHASER EXPRESSLY ACKNOWLEDGES THAT SELLER MAKES NO
          REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR
          IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY,
          INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO
          HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
          (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL
          WARRANTY DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL
          CONDITION, UTILITIES, OPERATING HISTORY (EXCEPT TO THE EXTENT SET
          FORTH IN SECTION 6.2(e)) OR PROJECTIONS, VALUATION, GOVERNMENTAL
          APPROVALS, THE COMPLIANCE OF THE PREMISES WITH GOVERNMENTAL LAWS, THE
          TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION (INCLUDING, WITHOUT
          LIMITATION, THE SUBMISSION MATTERS) PROVIDED BY OR ON BEHALF OF SELLER
          TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY.
          PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SPECIFIED IN ANY
          WRITTEN INSTRUMENT DELIVERED BY SELLER TO PURCHASER INCLUDING, WITHOUT
          LIMITATION, THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY
          OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY
          OPERATION OF LAW REGARDING OR WITH RESPECT TO ANY SUCH INFORMATION
          (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED OR TO
          BE PROVIDED BY SELLER REGARDING THE PROPERTY.

     Further, and without in any way limiting any other provision of this
Contract, except as expressly specified in this Contract, Seller has made and
makes no representation, warranty or guaranty, and hereby specifically disclaims
any warranty, guaranty or representation, oral or written, past, present or
future, with respect to the presence or disposal on or beneath the Property (or
any parcel in proximity thereto) of Hazardous Substances and shall have no
liability to Purchaser therefor (except for a breach of Seller's representations
or warranties set forth in SECTION 6.2(I).  Without limitation of the preceding
sentence, except as expressly specified in this Contract, Seller specifically
disclaims any representation, warranty or guaranty regarding the accuracy of any
environmental reports which may be included within the Submission Matters. By
acceptance of this Contract and the special warranty deed to be delivered by
Seller at the Closing, Purchaser acknowledges that Purchaser's opportunity for
inspection and investigation of the Property (and other parcels in proximity
thereto) will be adequate to enable Purchaser to make Purchaser's own
determination with respect to the presence or disposal on or beneath the
Property (and other parcels in proximity thereto) of Hazardous Substances.

     SECTION 6.4    NO RELIANCE ON DOCUMENTS.  Except as expressly stated
          herein, Seller makes no representation or warranty as to the truth,
          accuracy or completeness of any materials, data or information
          (including, without limitation, the Submission Matters) delivered by
          Seller, or its general partner or their respective affiliates or
          representatives to Purchaser in connection with the transaction
          contemplated hereby. Except as expressly stated herein, Purchaser
          acknowledges and agrees that all materials, data and information
          (including, without limitation, the Submission Matters) delivered by
          Seller, its general partner or their respective affiliates or
          representatives to Purchaser in connection with the transaction
          contemplated hereby are provided to Purchaser as a convenience only
          and that any reliance on or use of such materials, data or information
          by Purchaser shall be at the sole risk of Purchaser.

     SECTION 6.5    EFFECT AND SURVIVAL OF DISCLAIMERS. Seller and Purchaser
          agree that the provisions of SECTIONS 6.3 and 6.4 shall survive
          Closing and the termination of this Contract forever.

                                  ARTICLE VII
          CONDITIONS PRECEDENT TO PURCHASER'S AND SELLER'S PERFORMANCE

     SECTION 7.1    CONDITIONS TO PURCHASER'S OBLIGATIONS. Purchaser's
          obligation under this Agreement to purchase the Property is subject to
          the fulfillment of each of the following conditions (any or all of
          which may be waived by Purchaser):

               (a)  Seller shall be ready, willing and able to deliver title to
                    the Property in accordance with the terms and conditions of
                    this Contract;

               (b)  The representations and warranties of Seller contained
                    herein shall be true, accurate and correct as of the Closing
                    Date; and

               (c)  Seller shall have delivered all the documents and other
                    items required pursuant to SECTION 8.2(A), and shall have
                    performed, in all material respects, all other covenants,
                    undertakings and obligations, and complied with all
                    conditions required by this Contract to be performed or
                    complied with by Seller at or prior to the Closing.

          If any of the above conditions are not satisfied by Closing, then
Purchaser may terminate this Contract in accordance with SECTION 5.2(B).

     SECTION 7.2    CONDITIONS TO SELLER'S OBLIGATIONS. Seller's obligation
          under this Contract to sell the Property to Purchaser is subject to
          the fulfillment of each of the following conditions (all or any of
          which may be waived by Seller):

               (a)  the representations and warranties of Purchaser contained
                    herein shall be true, accurate and correct as of the Closing
                    Date;

               (b)  Purchaser shall have delivered the funds required hereunder
                    and all the documents to be executed by Purchaser set forth
                    in SECTION 8.2(B), and shall have performed, in all material
                    respects, all other covenants, undertakings and obligations,
                    and complied with all conditions required by this Contract
                    to be performed or complied with by Purchaser at or prior to
                    the Closing, time being of the essence for all purposes; and

               (c)  Purchaser shall have delivered all the documents and other
                    items required pursuant to SECTION 8.2(B), and shall have
                    performed, in all material respects, all other covenants,
                    undertakings and obligations, and complied with all
                    conditions required by this Contract to be performed or
                    complied with by
                    Purchaser at or prior to the Closing

                                  ARTICLE VIII
                                    CLOSING

     SECTION 8.1    TIME AND PLACE. The consummation of the purchase and sale of
          the Property ("Closing") shall take place at Escrow Agent's office in
          El Paso, Texas on the date which is no later than thirty (30) days
          following the end of the Inspection Period.  Notwithstanding the
          above, each party will reasonably cooperate with the other party in
          accomplishing the Closing by mail using appropriate escrows, if either
          party so requests.

     SECTION 8.2    ITEMS TO BE DELIVERED AT THE CLOSING.

               (a)  SELLER. At the Closing, Seller shall deliver, or cause to be
                    delivered, to Purchaser each of the following items:

                    (i)  A Special Warranty Deed duly executed and acknowledged
                         by Seller in the form attached hereto as Exhibit B.

                    (ii) An Assignment and Assumption of Leases ("Assignment of
                         Leases") duly executed and acknowledged by Seller in
                         the form attached hereto as Exhibit C.

                    (iii)     A Blanket Conveyance, Bill of Sale and Assignment
                         ("Bill of Sale") duly executed by Seller in the form
                         attached hereto as Exhibit D.
                    (iv) All keys and master keys to all locks located on the
                         Property that are in Seller's possession.

                    (v)  All original Tenant Leases that are in Seller's
                         possession.

                    (vi) An executed form letter to the Tenants regarding the
                         sale of the Property ("Notice Letters") in the form
                         attached hereto as Exhibit F.

                    (vii)All original Service Contracts relating to the
                         Property that are in Seller's possession.

                    (viii)A Non-Foreign Affidavit in the form attached
                          hereto as Exhibit E.

                    (ix) Such resolutions and certificates of Seller or its
                         partners reasonably required by the Title Company as to
                         the authority of the persons signing on behalf of
                         Seller to consummate this Contract.

                    (x)  A rent roll prepared with respect to the Property in
                         the form attached hereto as SCHEDULE 6.2(E) which shall
                         be certified, to Seller's knowledge, as being true and
                         correct as of a date not more than three (3) days prior
                         to Closing.

                    (xi) At the Property, all tenant files and other files which
                         are used in connection with the ownership and operation
                         of the Property or any part thereof and the conduct of
                         the business of Seller relating to the Property or any
                         part thereof.

                    (xii)Duly executed closing statement.

                    (xiii)Seller's duly executed certificate of
                         reaffirmation and remaking dated as of the Closing
                         Date, confirming that the warranties and
                         representations of Seller as made herein are materially
                         true and correct as of the Closing Date.

                    (xiv)A credit on the closing statement to Purchaser in
                         the amount of all unapplied deposits held and all
                         advance rentals received under Tenant Leases, together
                         with a certified list of each Tenant who has made such
                         a deposit or advance rental and the amount thereof.

                    (xv) A certificate from the Manager to the effect that the
                         Management Agreement has been terminated and that the
                         Manager has no claim whatsoever against Purchaser and
                         the Property or any part thereof under or in connection
                         with the Management Agreement, the agreements and
                         obligations thereunder or otherwise.

               (b)  PURCHASER. At the Closing, Purchaser shall deliver to Seller
                    each of the following items:

                    (i)  The cash portion of the Purchase Price in Current
                         Funds.

                    (ii) The Assignment of Leases, duly executed and
                         acknowledged by Purchaser.
                    (iii)Such additional funds in cash or Current Funds, as
                         may be necessary to cover Purchaser's share of the
                         closing costs and prorations hereunder.

                    (iv) Evidence satisfactory to the Title Company that the
                         person or persons executing this Contract and the
                         closing documents on behalf of Purchaser have full
                         right, power and authority to do so.

                    (v)  The Notice Letters duly executed by Purchaser.

     SECTION 8.3    COSTS OF CLOSING. The costs of the escrow fees of Escrow
          Agent (if any) shall be shared equally by Purchaser and Seller.
          Purchaser shall pay for the Title Policy, an updated Survey, and the
          costs of recording the Special Warranty Deed.  All other expenses
          incurred by Seller and Purchaser with respect to the Closing,
          including, but not limited to, the attorneys' fees and costs and
          expenses incurred in connection with negotiating, preparing and
          closing the transaction contemplated by this Contract, shall be borne
          and paid exclusively by the party incurring such expense.

     SECTION 8.4    PRORATIONS.

          8.4.1All normal and customarily proratable items, including,
               without limitation, rents, operating expenses and other expenses
               and fees, and payments relating to any agreements affecting the
               Property which survive the Closing, shall be prorated as of the
               Closing Date, Seller being charged and credited for all of same
               attributable to the period up to, and including, the day prior to
               the Closing Date (and credited for any amounts paid by Seller
               attributable to the period thereafter) and Purchaser being
               responsible for, and credited or charged, as the case may be, for
               all of same attributable to the period on and after the Closing
               Date.

          8.4.2All unapplied Deposits under Tenant Leases in the possession
               of Seller, if any, shall be transferred (or credited) by Seller
               to Purchaser at the Closing. There shall be no application of
               security deposits to unpaid rent unless the tenant has vacated
               without paying Rent.

          8.4.3Any real estate ad valorem or similar taxes for the
               Property, or any installment of assessments payable in
               installments which installment is payable in the year of Closing
               and those which are attributable to the calendar year in which
               the Closing occurs (due and payable in a succeeding calendar
               year), shall be prorated to the date of Closing, based upon
               actual days involved. In connection with the proration of real
               property taxes or installments of assessments, such proration
               shall be based upon the assessed valuation and tax rate figures
               for the year in which the Closing occurs to the extent the same
               are available; provided, if 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, then the
               proration shall be based upon the amounts from the preceding
               year. In such event, the parties shall reprorate such amounts
               within thirty (30) days after the actual bills are received by
               Purchaser. The proration shall be final and unadjustable except
               as provided in the following paragraph. If the Property has been
               assessed for property tax purposes at such rates as would result
               in "roll back" taxes upon the changes in land usage or ownership
               of the Property, then Seller shall pay all such taxes and hereby
               indemnifies, holds harmless and agrees to defend Purchaser from
               and against any and all causes of action, expenses, fines and
               liabilities for or relating to such taxes.

          8.4.4Prorations should be governed by the following additional
               provisions:

               (a)  Utilities, if any, payable by Seller, shall be prorated.
                    Seller shall obtain meter readings on the Closing Date or
                    the day immediately preceding the Closing Date ("Proration
                    Date"), and if such readings are obtained, there shall be no
                    proration of such items and Seller shall pay the bills
                    therefor for the period through the Proration Date, and
                    Purchaser shall pay the bills therefor for the period
                    subsequent to the Proration Date as and when rendered. If
                    Seller is unable to obtain meter readings as of the
                    Proration Date, utilities shall be prorated at the Proration
                    Date based upon the most recent utility bills, adjusted for
                    seasonality (such adjustment being reasonably acceptable to
                    both parties), and reprorated upon issuance of the actual
                    bills. In addition, if there are any utility charges
                    submetered to Tenants and payable by them directly to
                    Seller, Seller shall use reasonable efforts to obtain
                    readings thereof at the Closing Date, and such items shall
                    be prorated in mode and manner as with respect to rents.
                    Provided, however, Seller may have utility service at the
                    Property terminated in accordance with SECTION 8.5.

               (b)  Prepaid and unpaid expenses and charges respecting utilities
                    and all other expenses incurred in the operation of the
                    Property shall be prorated at and as of the Closing Date.

               (c)  In the case of any charges payable by Tenants to Seller
                    applicable to periods of time ending before the Closing Date
                    but to become payable thereafter when bills are rendered
                    (such as service charges, supply charges and utility
                    charges), Seller shall after settlement prepare and promptly
                    deliver to Purchaser the information necessary to prepare
                    the bills to the tenants. Seller warrants and represents
                    that such information will be true, complete and correct.
                    All such charges shall be paid to Purchaser and adjusted in
                    the same manner as provided herein.

                    Except as otherwise provided herein, prorations shall be
                    made as of the end of business on the day prior to the
                    Closing Date.

     The provisions of this SECTION 8.4 shall survive the Closing and the
termination of this Contract forever.

     Except for those items for which this Contract specifically provides for
reprorations, all prorations shall be considered final and absolute as of
Closing. Those items which specifically require reproration in accordance with
the terms hereof, upon the tendering from the "owing" party to the "owed" party
of the amounts due, shall be considered final and absolute.

     SECTION 8.5    POSSESSION AND CLOSING. Possession of the Property shall be
          delivered to Purchaser by Seller at the Closing, subject to the
          Permitted Exceptions and the rights of the Tenants. Purchaser shall
          make its own arrangements for the provision of public utilities to the
          Property and Seller shall terminate its Contracts with such utility
          companies that provide services to the Property as of the end of
          business on the Closing Date.

     SECTION 8.6    DELINQUENT RENT.

               (a)  APPLICATION OF DELINQUENT RENT. If on the Closing Date any
                    Tenant is in arrears in the payment of any rent under any
                    Tenant Lease (the "Delinquent Rent") payable by it, any
                    Delinquent Rent received by Purchaser and Seller from such
                    Tenant after the Closing shall be applied to amounts due and
                    payable by such Tenant during the following periods in the
                    following order of priority: (A) first, to reimburse the
                    party who made the collection effort for attorneys' fees and
                    costs and expenses expended in connection with the
                    collection thereof and to the Delinquent Rent due such
                    party; and (B) second, to the Delinquent Rent owed to the
                    other party.  The  provisions of this SECTION 8.6(A) shall
                    survive the Closing and the termination of this Contract
                    forever.

               (b)  COLLECTION OF DELINQUENT RENT. Purchaser shall have no
                    obligation to collect past due rentals and other amounts
                    from Tenants after the Proration Date. Seller retains its
                    rights in and to such past due rentals, but shall not
                    disturb or otherwise interfere with any Tenant in its
                    occupancy and use and enjoyment of its demised premises.

                                   ARTICLE IX
                            CONDEMNATION OR CASUALTY

     SECTION 9.1    CONDEMNATION.

               (a)  If all or any Significant Portion (as defined in SECTION
                    9.1(B)) of the Property is condemned or taken by eminent
                    domain or conveyed by deed in lieu thereof, or if any
                    condemnation proceeding is commenced for all or any
                    Significant Portion of the Property, prior to Closing, then
                    Purchaser may elect to terminate this Contract by written
                    notice thereof to Seller within fifteen (15) days after
                    Purchaser receives notification of the condemnation, taking
                    or deed in lieu or institution of such condemnation
                    proceeding (which notice Seller shall deliver to Purchaser
                    within ten (10) days of Seller's receipt thereof). If
                    Purchaser does not terminate this Contract pursuant to this
                    SECTION 9.1(A), then both parties shall proceed to close the
                    transaction contemplated herein pursuant to the terms
                    hereof, in which event Seller shall, except as limited in
                    SECTION 9.1(B) hereof, deliver to Purchaser at the Closing
                    any proceeds actually received by Seller attributable to the
                    Property from such condemnation, eminent domain proceeding
                    or deed in lieu thereof (except for proceeds previously used
                    to restore or repair the Property ) and assign its interest
                    in and to any such proceeds, and there shall be no reduction
                    in the Purchase Price.

               (b)  For purposes of SECTION 9.1(A), "Significant Portion" of the
                    Property shall be deemed to be any portion of the Property
                    with either a fair market value or replacement cost in an
                    amount equal to or greater than $150,000. Notwithstanding
                    anything to the contrary contained in SECTION 9.1(A), if
                    Purchaser has not timely elected to terminate in accordance
                    with SECTION 9.1(A), and if the proceeds payable with
                    respect to the Property as a result of condemnation exceed
                    the Purchase Price for the Property, then the portion of
                    such proceeds in excess of the Purchase Price shall be paid
                    to Purchaser at the Closing. The foregoing provision shall
                    survive the Closing and the termination of this Contract
                    forever.

               (c)  If less than a Significant Portion of the Property is
                    condemned, taken by eminent domain, conveyed by deed in lieu
                    thereof or is the subject of a condemnation proceeding, then
                    neither party shall have the right to terminate this
                    Contract pursuant to this SECTION 9.1, but Seller shall
                    deliver to Purchaser at Closing any proceeds actually
                    received by Seller attributable to the Property from such
                    condemnation or eminent domain proceeding or deed in lieu
                    thereof, and assign its interest in and to such proceeds to
                    Purchaser, and there shall be no reduction of the Purchase
                    Price.

     SECTION 9.2    CASUALTY.

               (a)  If all or any Substantial Portion (as defined in SECTION
                    9.2(B)) of the Property shall be damaged or destroyed by
                    fire or other casualty prior to Closing, then Purchaser may
                    terminate this Contract by written notice thereof to Seller
                    within fifteen (15) days after Purchaser receives
                    notification of the casualty (which notice Seller shall
                    deliver to Purchaser within ten (10) days of Seller's
                    receipt thereof). If Purchaser does not terminate this
                    Contract as aforesaid, then both parties shall proceed to
                    close the transaction contemplated herein pursuant to the
                    terms hereof, in which event Seller shall, except as limited
                    in SECTION 9.2(B) hereof, deliver to Purchaser at the
                    Closing any insurance proceeds actually received by Seller
                    attributable to the Property from such casualty (except for
                    proceeds previously used to repair the Property or held by
                    or paid to the lender) and assign to Purchaser all of
                    Seller's right, title and interest in and to any claims
                    which Seller may have under the insurance policies covering
                    the Property, and Purchaser shall receive a proration credit
                    at Closing in the aggregate amount of any deductible or
                    self-insurance and there shall be no reduction in the
                    Purchase Price. In addition, Seller shall deliver to
                    Purchaser at Closing any proceeds from its loss of rents
                    insurance policy which are attributable to the time period
                    after Closing and Seller shall assign its rights to receive
                    any such loss of rents insurance proceeds after Closing.
                    Provided, however, if the payment of such proceeds by the
                    company writing the loss of rents insurance policy is
                    contingent upon continuation of the payment of premiums
                    after Closing, then Purchaser shall be responsible for such
                    payments.  Seller shall also assign to Purchaser at Closing
                    any construction contracts for the repair of such damage to
                    which Seller is a party.  If less than a Substantial Portion
                    of the Property shall be damaged or destroyed by fire or
                    other casualty prior to Closing, then the parties shall
                    proceed in accordance with the second sentence in this
                    SECTION 9.2(A).

               (b)  For the purposes of SECTION 9.2(A), a "Substantial Portion"
                    of the Property shall be deemed to be any portion of the
                    Property with either a fair market value or replacement cost
                    in an amount equal to or greater than $150,000.
                    Notwithstanding anything in SECTION 9.2(A) to the contrary,
                    if Purchaser has not timely elected to terminate in
                    accordance with SECTION 9.2(A), and if the proceeds payable
                    with respect to the Property as a result of casualty exceed
                    the Purchase Price for the Property, then the portion of
                    such proceeds in excess of the Purchase Price shall be paid
                    to Purchaser at the Closing. The foregoing provision shall
                    survive the Closing and the termination of this Contract
                    forever.

                                   ARTICLE X
                             DEFAULTS AND REMEDIES

     SECTION 10.1   DEFAULT BY PURCHASER. If Seller is not in default hereunder
          and Purchaser refuses or fails to consummate the Closing under this
          Contract for reasons other than as expressly set forth in SECTION 4.4,
          SECTION 5.2, or ARTICLE IX hereof or other than due to a failure of a
          condition precedent to Purchaser's obligation to close as set forth in
          ARTICLE VII hereof, then Seller may terminate this Contract in which
          event neither party shall have any further rights, duties, or
          obligations hereunder except as provided in SECTIONS 5.1.5 and 11.1
          hereof, and, as its sole and exclusive remedy for Purchaser's failure
          to close, Seller shall be entitled to receive and retain the Earnest
          Money Deposit as liquidated damages (Seller and Purchaser hereby
          acknowledging that the amount of damages in the event of Purchaser's
          default is difficult or impossible to ascertain but that such amount
          is a fair estimate of such damage). Notwithstanding the above
          provisions contained in this SECTION 10.1, if Purchaser breaches its
          representations set forth in SECTIONS 5.1.6, 5.1.7, 6.1(A) or (B) and
          if the Closing does not occur for any reason, other than Seller's
          default, then Seller shall be entitled to receive and retain the
          Earnest Money Deposit as liquidated damages (Seller and Purchaser
          hereby acknowledging that the amount of damages in the event of
          Purchaser's default is difficult or impossible to ascertain but that
          such amount is a fair estimate of such damage).

     SECTION 10.2   DEFAULT BY SELLER. If Purchaser shall not be in default
          hereunder and if Seller refuses or fails to consummate the Closing
          under this Contract other than due to a termination by Seller
          permitted hereunder or a failure of a condition precedent to Seller's
          obligation to close as set forth in ARTICLE VII, then Purchaser may,
          at Purchaser's sole option, as its sole and exclusive remedy, either
          (a) terminate this Contract whereupon Escrow Agent shall Return the
          Earnest Money Deposit; or (b) enforce specific performance of this
          Contract against Seller. In no event shall Seller be liable to
          Purchaser for any punitive, speculative or consequential damages or
          damages for loss of opportunity or lost profit.

     SECTION 10.3   COSTS OF ENFORCEMENT. If it shall be necessary for either
          Purchaser or Seller to employ an attorney to enforce its rights
          pursuant to this Contract, the non-prevailing party shall reimburse
          the prevailing party for the prevailing party's reasonable attorneys'
          fees and other reasonable out-of-pocket expenses incurred by the
          prevailing party in pursuit of such enforcement.

                                   ARTICLE XI
                             BROKERAGE COMMISSIONS

     SECTION 11.1   BROKERAGE COMMISSION. Seller and Purchaser each represent to
          the other that each has no agreement with any broker, finder or other
          party requiring payment of a commission with respect to the sale or
          purchase of the Property, except that Seller may reimburse the costs
          and expenses of Insignia Capital Advisors, Inc.  Seller agrees to
          indemnify and defend Purchaser and its officers, directors, trustees,
          shareholders, representatives and agents and hold each of them
          harmless from any loss, liability, damage, cost or expense (including,
          without limitation, reasonable attorneys' fees and expenses) arising
          out of or paid or incurred by Purchaser by reason of any claim to any
          broker's, finder's or other fee in connection with this transaction by
          any party claiming by, through or under Seller. Purchaser agrees to
          indemnify and defend Seller and its general partner and their
          respective affiliates and their and their affiliates' officers,
          directors, employees, agents and representatives, and hold each of
          them harmless from any and all loss, liability, damage, claim, cause
          of action, fine, fee, lien, cost or expense (including, without
          limitation, reasonable attorneys' fees and expenses ) arising out of
          or paid or incurred by any of them by reason of any claim to any
          broker's, finder's or other fee in connection with this transaction by
          any party claiming by, through or under Purchaser or its affiliates.
          Notwithstanding anything to the contrary contained herein, the
          indemnities set forth in this ARTICLE XI shall survive the Closing and
          the termination of this Contract forever.

                                  ARTICLE XII
                 OPERATION OF THE PROPERTY PRIOR TO THE CLOSING

     SECTION 12.1   OPERATION OF THE PROPERTY PRIOR TO THE CLOSING. During the
          term of this Contract:

               (a)  Seller shall not voluntarily create or permit to be created,
                    any liens, encumbrances, defects in title, restrictions or
                    easements affecting the Property (except for mechanic's and
                    materialmen's liens arising in the normal course of Seller's
                    business of operating the Property, and which will be paid
                    by Seller in the normal course of business and to the extent
                    not paid by Closing, Seller will cause to be discharged or
                    insured over on or before the Closing in accordance with
                    SECTION 5.1.2 or accounted for as a proration credit to
                    Purchaser).

               (b)  Seller shall operate and maintain the Property in
                    substantially the same manner as operated and maintained
                    prior to the Effective Date.

               (c)  Without Purchaser's prior written consent, Seller shall not
                    settle any protest or appeal of the real estate tax
                    assessment for the Property for the current tax year or for
                    any prior tax year if the settlement would increase, or
                    compromise Purchaser's ability to challenge, the assessment
                    for the current tax year or any future tax year.

               (d)  Seller shall maintain all of Seller's insurance policies
                    relating to or affecting the Property in full force and
                    effect until Closing.

               (e)  All available unrented apartment units shall be made "rent
                    ready", unless such apartment unit is vacated within ten
                    (10) days prior to Closing.  'Rent ready' shall mean
                    Seller's normal and customary standard for rental units
                    prior to occupancy by new Tenants, including new painting
                    and carpet cleaning.

               (f)  Seller shall be required to notify Purchaser of all
                    personnel changes which occur after the Effective Date until
                    Closing.

               (g)  Following the Effective Date, Seller shall be required to
                    notify Purchaser of any changes in the market rent of units
                    at the Property.  After the end of the Inspection Period,
                    Seller shall obtain the approval of Purchaser for any such
                    changes.

               (h)  Seller shall continue to pay bills from third party vendors
                    on a thirty (30) day basis between the Effective Date and
                    Closing.

               (i)  One (1) day prior to Closing, the Purchaser shall be
                    entitled to physically inspect all apartment units with a
                    current rent delinquency.

               (j)  One (1) day prior to Closing, Purchaser shall be allowed to
                    inventory the Personalty to confirm that all items disclosed
                    on the inventory of Personalty delivered pursuant to SECTION
                    5.3(B) are still located on the Property.

               (k)  All actions required pursuant to this Contract which are
                    necessary to effectuate the transaction contemplated herein
                    will be taken promptly and in good faith by Seller and
                    Purchaser, and each shall furnish the other with such
                    documents or further assurances as each may reasonably
                    require.

                                  ARTICLE XII
                                 MISCELLANEOUS

     SECTION 13.1   NOTICES. Any notice provided or permitted to be given under
          this Contract must be in writing and may be served by (a) depositing
          same in the United States mail, addressed to the party to be notified,
          postage prepaid and registered or certified with return receipt
          requested, (b) delivering the same in person to such party via a hand
          delivery service, Federal Express or any other nationally recognized
          courier service that provides a return receipt showing the date of
          actual delivery of same to the addressee thereof, or (c) facsimile
          transmission. Notice given in accordance herewith shall be effective
          upon receipt at the address of the addressee. For purposes of notice,
          the addresses of the parties shall be as follows:

                 If to Seller:     c/o Insignia Financial Group, Inc.
                                   One Insignia Financial Plaza
                                   Greenville, South Carolina 29601
                                   Attention: Hugh Wall
                                   Facsimile No.: (803) 239-1066
                                   Telephone No.: (803) 239-1000

                 With copies to:   Alan G. Dexter, Esq.
                                   Parker, Poe, Adams & Bernstein L.L.P.
                                   2500 Charlotte Plaza
                                   Charlotte, North Carolina 28244
                                   Facsimile No.: (704) 334-4706
                                   Telephone No.: (704) 335-9042

                 If to Purchaser:  TVO Realty
                                   c/o Wayne Vandenburg
                                   70 E. Lake Street
                                   Suite 600
                                   Chicago, Illinois  60601
                                   Telephone No.: (312) 553-1133

                 With copies to:   Chris Haynes, Esq.
                                   501 Executive Center Blvd.
                                   Suite 100
                                   El Paso, TX  79902
                                   Facsimile No.: 915-544-2619
                                   Telephone No.: 915-544-1991

                 If to Escrow
                 Agent:            Chicago Title Insurance Company
                                   Attn:  Janet Karr
                                   909 Fannin, Suite 100
                                   Houston, Texas  77010
                                   Facsimile No.: 713-658-1029
                                   Telephone No.: 713-659-1411

     SECTION 13.2   GOVERNING LAW. THIS CONTRACT IS INTENDED TO BE PERFORMED IN
          THE STATE OF TEXAS, AND THE LAWS OF SUCH STATE SHALL GOVERN THE
          VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS
          CONTRACT.

     SECTION 13.3   ENTIRETY AND AMENDMENTS. This Contract embodies the entire
          agreement between the parties and supersedes all prior agreements and
          understandings, if any, relating to the transaction described herein,
          and may be amended or supplemented only by an instrument in writing
          executed by the party against whom enforcement is sought.

     SECTION 13.4   PARTIES BOUND. Subject to the provisions of SECTION 13.5
          hereof, this Contract shall be binding upon and inure to the benefit
          of Seller and Purchaser, and their respective heirs, personal
          representatives, successors and assigns.

     SECTION 13.5   ASSIGNMENT.  This Contract may not be assigned in whole or
          in part by Purchaser without the prior written consent of Seller. Any
          assignment of this Contract by Purchaser without Seller's prior
          written consent shall, at Seller's option, be null and void and of no
          effect. In the event that this Contract is assigned by Purchaser,
          then, unless Seller expressly agrees to the contrary in writing,
          Purchaser shall not be released from any liability or obligations
          hereunder.

     SECTION 13.6   HEADINGS. Headings used in this Contract are used for
               reference purposes only and do not constitute substantive matter
               to be considered in construing the terms of this Contract.

     SECTION 13.7   SURVIVAL. Except as otherwise expressly provided herein, no
          representations, warranties, covenants, acknowledgments or agreements
          contained in this Contract shall survive the Closing of this Contract
          and the delivery of the Special Warranty Deed by Seller to Purchaser.

     SECTION 13.8   INTERPRETATION. The parties acknowledge that each party and
          its counsel have reviewed this Contract, and the parties hereby agree
          that the normal rule of construction to the effect that any
          ambiguities are to be resolved against the drafting party shall not be
          employed in the interpretation of this Contract or any amendments or
          exhibits hereto. In case any one or more of the provisions contained
          in this Contract shall for any reason be held to be invalid, illegal
          or unenforceable in any respect, such invalidity, illegality or
          unenforceability shall not affect any other provisions hereof, and
          this Contract shall be construed as if such invalid, illegal or
          unenforceable provisions had never been contained herein. When the
          context in which words are used in this Contract indicates that such
          is the intent, words in the singular number shall include the plural
          and vice versa, and words in the masculine gender shall include the
          feminine and neuter genders and vice versa.

     SECTION 13.9   EXHIBITS. All references to "Exhibits" or "Schedules"
          contained herein are references to exhibits or schedules attached
          hereto, all of which are hereby made a part hereof for all purposes.

     SECTION 13.10  TIME OF ESSENCE. It is expressly agreed by the parties
          hereto that time is of the essence with respect to this Contract and
          Closing hereunder.

     SECTION 13.11  MULTIPLE COUNTERPARTS. This Contract may be executed in a
          number of identical counterparts. If so executed, each of such
          counterparts is to be deemed an original for all purposes, and all
          such counterparts shall, collectively, constitute one agreement, but,
          in making proof of this Contract, it shall not be necessary to produce
          or account for more than one such counterpart.

     SECTION 13.12  RISK OF LOSS. Risk of loss or damage to the Property, or any
          part thereof, by fire or any other casualty following Seller's
          delivery of the special warranty deed transferring title to the
          Property to the Purchaser will be on the Purchaser; the risk of loss
          prior to the Closing remains on Seller.

     SECTION 13.13  BUSINESS DAYS. All references to "business days" contained
          herein are references to normal working business days, i.e., Monday
          through Friday of each calendar week, exclusive of federal and
          national bank holidays.

     SECTION 13.14  NO RECORDATION OF CONTRACT. In no event shall this Contract
          or any memorandum hereof be recorded in the public records of the
          place in which the Property is situated, and any such recordation or
          attempted recordation shall constitute a breach of this Contract by
          the party responsible for such recordation or attempted recordation.

     SECTION 13.15  GENERAL.

          13.15.1   Seller acknowledges that Purchaser shall not be liable to
               any employees of Seller for or in respect of salaries, bonuses,
               vacations, vacation pay and other leave programs, employee
               benefit plans or programs, welfare benefits plans, retirement
               plans, excess benefit plans, plans maintained to provide workers'
               compensation or unemployment benefits and pay practices which
               Seller has funded or been obligated to fund for its past or
               present employees, independent contractors or either of their
               beneficiaries or dependents.

          13.15.2   A.   Seller shall indemnify, defend and hold harmless
               Purchaser and any person or entity affiliated with or owning or
               controlling, in whole or in part, directly or indirectly,
               Purchaser, the joint venturers, partners, trustees, officers,
               directors, shareholders, employees, agents and attorneys at any
               time and from time to time of any of the foregoing, and the
               heirs, legal representatives, successors and assigns of each and
               all of the foregoing (collectively "Related Parties") of and from
               any and all claims, demands, damages, losses, injuries,
               liabilities, penalties, costs and expenses (including without
               limitation reasonable attorneys' fees), incurred or suffered by
               Purchaser or its Related Parties arising out of or in connection
               with any one or more of the following:

               1.   any use, occupancy, ownership or operation of any of the
                    Property or any occurrence in, on or about the Property
                    before the Closing;

               2.   any accident, injury (including death) or damage, regardless
                    of the cause thereof to any person or property occurring in,
                    on or about the Property before Closing.

     Seller's obligation to indemnify and hold Purchaser and its Related Parties
     harmless under this SECTION 13.15.2.A shall survive Closing or termination
     of this Contract.

     Notwithstanding anything contained herein to the contrary, Seller shall be
obligated to indemnify and hold Purchaser and its Related Parties harmless under
this SECTION 13.15.2.A only if Seller has the opportunity to defend any claim
referred to herein for which Purchaser or its Related Parties may be liable.

                    B.   Provided, Seller shall have no obligation or liability
          under this Contract to indemnify, defend or hold harmless Purchaser or
          its Related Parties of or from any claims, demands, damages, losses,
          injuries, liabilities, penalties, costs, expenses (including without
          limitation reasonable attorneys' fees), incurred or suffered by
          Purchaser or its Related Parties arising out of or in connection with
          the threatened or actual existence of Hazardous Materials or other
          environmental conditions relating to the Property except to the extent
          that such threatened or actual existence was known by Seller as of the
          Effective Date or the Closing Date or is contrary to any
          representation or warranty made by Seller herein.

                    C.   Purchaser shall indemnify, defend and hold harmless
          Seller and any person or entity affiliated with or owning or
          controlling, in whole or in part, directly or indirectly, Seller, the
          joint venturers, partners, trustees, officers, directors,
          shareholders, employees, agents and attorneys at any time and from
          time to time of any of the foregoing, and the heirs, legal
          representatives, successors and assigns of each and all of the
          foregoing (collectively "Related Parties") of and from any and all
          claims, demands, damages, losses, injuries, liabilities, penalties,
          costs and expenses (including without limitation reasonable attorneys'
          fees), incurred or suffered by Seller or its Related Parties arising
          out of or in connection with any one or more of the following:

               1.   any use, occupancy, ownership or operation of any of the
          Property or any occurrence in, on or about the Property on or after
          the Closing;
               2.   any accident, injury (including death) or damage, regardless
          of the cause thereof to any person or property occurring in, on or
          about the Property on or after Closing;

          Purchaser's obligation to indemnify and hold Seller and its Related
          Parties harmless under this SECTION 13.15.2.C shall survive Closing or
          termination of this Contract.

     Notwithstanding anything contained herein to the contrary, Purchaser shall
be obligated to indemnify and hold Seller and its Related Parties harmless under
this SECTION 13.15.2.A only if Purchaser has the opportunity to defend any claim
referred to herein for which Purchaser or its Related Parties may be liable.

          13.15.3   Purchaser on the one hand and Seller on the other hand shall
use their best efforts to promptly and timely file all filings, reports,
certificates and applications required to carry out the transactions
contemplated by this Agreement or to consummate the transactions contemplated
hereby required, if at all, by (i) the federal securities laws, (ii) the United
States or any commission, department, agency, law, rule or regulation thereof,
or (iii) the State of Texas or any commission, agency or department thereof.

                                  ARTICLE XIV
                                  ESCROW TERMS

     SECTION 14.1   ACCEPTANCE OF ESCROW. Escrow Agent hereby agrees to perform
          the obligations of Escrow Agent under the terms of this Contract.
          Escrow Agent has executed this Contract to evidence its acceptance of
          the terms of the escrow created hereby; provided, however,
          notwithstanding anything to the contrary contained herein, Escrow
          Agent shall not be a required party or signatory to any modification
          of the terms of this Contract unless such modification directly
          affects the obligations of Escrow Agent hereunder. Escrow Agent shall
          be given fully executed copies of all modifications of this Contract
          to which it is not a party promptly after execution thereof by
          Purchaser and Seller.

     SECTION 14.2   HOLDING FUNDS. Escrow Agent shall hold all cash portions of
          the Earnest Money in a separate interest bearing account at Escrow
          Agent's regular federally insured banking institution in Texas, or in
          whichever state Escrow Agent is located, and shall otherwise hold,
          invest and disburse the Earnest Money as provided herein.

     SECTIN 14.3    DISBURSEMENT OF EARNEST MONEY. Escrow Agent shall disburse
          the Earnest Money pursuant to the terms hereof.

     SECTION 14.4   LIMITED LIABILITY. In performing any of its duties
          hereunder, Escrow Agent shall not incur any liability to anyone for
          any damages or expenses, except as may arise due to willful misconduct
          or breach of trust by Escrow Agent hereunder.  Accordingly, Escrow
          Agent shall not incur any such liability with respect to (i) any
          action taken or omitted in good faith upon advice of its legal counsel
          relating to the responsibilities of Escrow Agent under this Contract,
          or (ii) any action taken or omitted in reliance on any instrument,
          including any written notice or instruction provided for in this
          Contract, not only as to the due execution and validity of its
          provisions but also as to the truth and accuracy of any information
          contained therein, which Escrow Agent shall in good faith believe to
          be genuine, to have been signed or presented by a person or persons
          having authority to sign or present such instrument and to conform
          with the provisions of this Contract.

     SECTION 14.5   INDEMNITY. Purchaser and Seller hereby indemnify Escrow
          Agent against, and hold Escrow Agent harmless from, any and all
          claims, actions, demands, loses, damages, expenses (including, without
          limitation, court costs, attorneys' fees, and accountants' fees) and
          liabilities that may be imposed upon performance of its duties
          hereunder, including, without limitation, any litigation arising from
          this Contract or involving the subject matter hereof, but excluding
          any such claims, actions, demands, losses, damages, expenses and
          liabilities resulting from or arising out of any willful misconduct or
          breach of trust by Escrow Agent hereunder. In the event of any
          litigation arising from this Contract or involving the subject matter
          hereof, and in the event Purchaser and Seller are opposing parties in
          such litigation, the party prevailing in such litigation shall be
          reimbursed promptly upon demand by the other such party in an amount
          equal to that amount which the prevailing party shall have paid Escrow
          Agent with respect to such litigation and the subject matter thereof
          pursuant to the indemnification agreement contained in this SECTION
          14.5. The provisions of this SECTION 14.5 shall survive the Closing or
          any termination, cancellation' rescission or consummation of this
          Contract.

     SECTION 14.6   ESCROW FEE. Seller and Purchaser shall each pay one-half of
          the fees and expenses, if any, due to Escrow Agent in compensation for
          its services pursuant hereto and shall each reimburse Escrow Agent for
          one-half of the expenses incurred in discharging its duties and
          obligations hereunder.


     IN WITNESS WHEREOF, the parties hereby execute this Contract as of the date
first above written.

                         SELLER:

                         CONSOLIDATED CAPITAL PROPERTIES VI, a California
                         limited partnership

                         By:  CONCAP EQUITIES, INC., its general partner

                         By: /s/ William H. Jarrard, Jr.

                         Name: William H. Jarrard, Jr.

                         Title: President


                         PURCHASER:

                         THE VANDENBURG ORGANIZATION, a Texas corporation d/b/a
                         TVO Realty Partners

                         By: /s/ David Vandenburg

                         Printed Name: David Vandenburg

                         Title: President

                         ESCROW AGENT:

                         CHICAGO TITLE INSURANCE COMPANY

                         By: /s/ Janet Karr

                         Printed Name: Janet Karr

                         Title: Commercial Division Manager

                         /s/ Chris Haynes
                         Chris Haynes, Esq.