PURCHASE AND SALE AGREEMENT


         THIS  PURCHASE  AND SALE  AGREEMENT is made and entered into as of this
14th day of October,  1997,  by and between  BROWN-FLOURNOY  EQUITY  INCOME FUND
LIMITED  PARTNERSHIP,   a  Delaware  limited  partnership  (the  "Seller"),  and
MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (the "Purchaser").


                                            W I T N E S S E T H, That:


         WHEREAS,  the Purchaser,  Mid-America  Apartment  Communities,  Inc., a
Tennessee  corporation and the sole general  partner of the Purchaser  ("MAAC"),
and Flournoy Development  Company, a Georgia corporation  ("FDC"),  entered into
that certain Agreement and Plan of Reorganization, dated September 17, 1997 (the
"Reorganization  Agreement")  providing for the acquisition of certain assets by
the Purchaser and MAAC through a merger of FDC into MAAC and through a series of
merger,  exchange  and  purchase  transactions  involving  the owners of certain
apartment projects;

         WHEREAS, John F. Flournoy, a general partner of the Seller, is a
principal of FDC;

         WHEREAS, as provided in the Reorganization Agreement, FDC has agreed to
use its reasonable best efforts to cause the Seller to convey the Properties (as
hereinafter  defined)  to the  Purchaser  upon the  closing of the  transactions
described in the Reorganization Agreement,  provided FDC obtains the consent and
agreement of the Seller;

         WHEREAS,  the Seller has  consented to the sale of the  Properties  and
agreed  to sell the  Properties  to the  Purchaser,  subject  to the  terms  and
conditions of this Agreement; and

         WHEREAS, the parties desire to provide for said purchase and sale on
the terms and conditions hereinafter set forth;

         NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual  covenants and agreements  set forth herein,  and other good and valuable
consideration,   all  of  which  each  party  respectively   agrees  constitutes
sufficient consideration received at or before the execution hereof, the parties
hereto do hereby agree as follows:


         1.  DEFINITIONS  AND  MEANINGS.  In  addition  to any other terms whose
definitions  are fixed and  defined  by this  Agreement,  each of the  following
defined terms,  when used in this  Agreement  with an initial  capital letter or
letters, shall have the meaning ascribed thereto by this Paragraph 1:

                1.1.   "Agreement"  means  this  Purchase  and  Sale  Agreement,
together with all exhibits attached hereto.


<PAGE>

                1.2.  "Affiliate"  means, with respect to any Person, any Person
directly or indirectly  controlling,  controlled by or under common control with
such Person.

                1.3.  "Allocation  Schedule"  means the schedule  allocating the
Purchase Price among the Properties attached hereto as Exhibit A.

                1.4.  "Business  Day"  means  any  day of the  year  other  than
Saturday,  Sunday or any other day on which banks located in New York,  New York
are not required or authorized to close for business.

                1.5.  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. ss. 9601 et seq.

                1.6.  "Claim"  means any action,  cause of action,  suit,  debt,
dues, account, reckoning, bond, bill, covenant, contract, controversy,  promise,
trespass,  damage,  judgment,  execution,  penalty,  fine, claim,  liability and
demand whatsoever, in law or equity.

                1.7.  "Closing" means the  consummation of the purchase and sale
contemplated  by this  Agreement by the deliveries  required  under  Paragraph 9
hereof.

                1.8.  "Closing Date" means the time and date,  established under
Paragraph 9 hereof, when the purchase and sale contemplated by this Agreement is
to be  consummated,  as such date may be  extended  by mutual  agreement  of the
parties or pursuant to the provisions of this Agreement.

                1.9. "Code" means the Internal Revenue Code of 1986, as amended,
and  any  successor  legislation  thereto,   including  all  of  the  rules  and
regulations promulgated thereunder.

                1.10.  "Contracts"  means all contracts to which the Seller is a
party or to which the Seller is obligated which are or have been entered into in
the  Ordinary  Course of Business  and provide for the  provision  or receipt of
services  or the  use of  any  asset,  including,  without  limitation,  service
agreements,   maintenance   contracts,   repair  contracts,   equipment  leases,
agreements  to  purchase  equipment,  agreements  to  purchase  or sell  utility
services,  sanitation contracts, pest control contracts,  security contracts and
advertising contracts.

                  1.11.  "Date of this  Agreement"  means the last date on which
this Agreement is duly executed by the Seller and Purchaser, and said date shall
be inserted in the first paragraph on page 1 hereof.

                  1.12.  "Defective  Property Basket" means Excluded  Properties
and Other Excluded  Properties  containing up to one thousand (1,000)  apartment
units which may be excluded  from the purchase and sale  transactions  described
herein  and/or the  Reorganization  described in the  Reorganization  Agreement,
pursuant to the  provisions  of Sections  4.5,  4.6, 4.7, and 4.8 hereof and the
applicable provisions of the Reorganization Agreement.

                  1.13. "Environmental Claim" means any Claim,  investigation or
notice (written or oral) by any Person alleging potential  liability  (including
potential  liability  for  investigatory  costs,  cleanup  costs,   governmental
response costs, natural resources damages,  property damages,  personal injuries
or  fatalities,  or penalties)  arising out of, based on or resulting from (i) a
Hazardous Material Activity,  or (ii) activities or conditions forming the basis
of any  violation,  or alleged  violation of, or liability or alleged  liability
under, any Environmental Law.


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                  1.14.   "Environmental  Laws"  means  federal,  state,  local,
provincial,  municipal and foreign laws,  ordinances,  principles of common law,
rules,  by-laws,   orders,   governmental   policies,   statutes,   regulations,
agreements,  treaties,  customary law, and international  principles relating to
the  pollution or protection  of the  environment  or of flora or fauna or their
habitat or of human health and safety,  or to the cleanup or  restoration of the
environment,  including,  without limitation,  any law or regulation relating to
(i) generation,  treatment,  storage, disposal or transportation of Materials of
Environmental Concern,  emissions or discharges or protection of the environment
from the same,  (ii) exposure of Persons to, or Release or threat of Release of,
Materials of Environmental Concern, and (iii) noise.

                  1.15.  "ERISA" means the Employee  Retirement  Income Security
Act of 1974, as amended, and any successor legislation thereto.

                  1.16. "Excluded Property" means any Property excluded from the
purchase  and  sale  transactions  described  herein  and  included  within  the
Defective  Property  Basket pursuant to the provisions of Sections 4.5, 4.6, 4.7
and 4.8 hereof; collectively, the "Excluded Properties".

                  1.17.  "Existing  Debt" means the debt  described on Exhibit B
which encumbers the respective Properties described therein.

                  1.18.   "Government  Entity"  means  any  court,   arbitrator,
department,  commission,  board, bureau, agency,  authority,  instrumentality or
other governmental body, whether federal, state, municipal, foreign or other.

                  1.19. "Hazardous Material Activity" means any activity, event,
or  occurrence   at  or  prior  to  the  Closing   involving  any  Materials  of
Environmental   Concern,   including,   without  limitation,   the  manufacture,
possession,  presence,  use,  generation,  transportation,  treatment,  storage,
disposal, Release, threatened Release, abatement, removal, remediation, handling
or corrective or response action to any Materials of Environmental Concern.

                  1.20.  "Intangible  Property"  means all  intangible  property
(except as expressly excluded elsewhere herein) now or on the Closing Date owned
by the Seller and used in connection  with the  Properties,  including,  without
limitation,  all of its right, title and interest in and to all: goodwill, going
concern  value,  workforce  in  place,  computer  systems,  proprietary  rights,
business  methods,  licenses;  approvals;  applications  and  permits  issued or
approved by any Government Entity and relating to the use, operation, ownership,
occupancy  and/or  maintenance of the  Properties;  the intangible  value in the
various Contracts;  utility arrangements;  claims against third parties;  plans;
drawings; specifications; surveys; maps; engineering reports and other technical
descriptions; books and records; insurance proceeds and condemnation awards; and
all  other  intangible  rights  used  in  connection  with  or  relating  to the
Properties, including rights, if any, to current and past names of any Property.

                  1.21.  "Law"  means  any  statute,   law,   ordinance,   rule,
regulation or judicial decision of any Government Entity.

                  1.22.  "Leases"  means,  as to each Property,  all resident or
tenant  leases,  including,  without  limitation,  all resident or tenant leases
which are made by the Seller  after the date  hereof  and before the  Closing as
permitted by this Agreement.


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                  1.23.  "Liability" means any direct or indirect  indebtedness,
guaranty,   endorsement,   claim,  loss,  damage,  deficiency,   cost,  expense,
obligation or responsibility, fixed or contingent, known or unknown, asserted or
unasserted,   liquidated  or  unliquidated,   secured  or  unsecured.  The  term
"Liabilities" means the aggregate of Liabilities.

                  1.24.  "Lien" means a lien (statutory or otherwise),  security
interest,  mortgage,  deed of trust, deed to secure debt, claim, charge, pledge,
license, equity, option, conditional sales contract, easement, assessment, levy,
covenant,  condition,  right  of  way,  reservation,   restriction,   exception,
limitation, charge or encumbrance of any nature whatsoever.

                  1.25.   "Material   Adverse  Effect"  means,  as  the  context
requires,  (i) with  respect to a  Property,  a material  adverse  effect on the
financial  condition,  value,  marketability,  ability  to  finance,  results of
operations, business or prospects of such Property, and (ii) with respect to the
Seller,  a material  adverse effect on the Seller's  Properties or assets or the
financial condition, results of operations,  business or prospects of the Seller
taken as a whole.

                  1.26.   "Materials  of   Environmental   Concern"   means  all
chemicals, pollutants,  contaminants, wastes, toxic substances, petroleum or any
fraction  thereof,  petroleum  products and hazardous  substances (as defined in
Section  101(14) of  CERCLA),  or solid or  hazardous  wastes as now defined and
regulated under any Environmental Law.

                  1.27.   "Order" means any order, writ, injunction, judgment,
plan or decree of any Government Entity.

                  1.28.  "Ordinary Course of Business" means the ordinary course
of business of the Seller consistent with past practices.

                  1.29. "Other Excluded Property" means any property, other than
an Excluded  Property,  excluded from the Reorganization and included within the
Defective  Property  Basket  pursuant  to  the  applicable   provisions  of  the
Reorganization Agreement.

                  1.30.  "Permitted Exceptions" means:

               (a)  Liens  (other  than  Liens   imposed   under  ERISA  or  any
         Environmental  Law or in connection with any  Environmental  Claim) for
         Taxes or other assessments that are not yet delinquent;

               (b) except as disclosed on the Rent Roll,  rights of residents or
         tenants, as residents or tenants only, under the Leases;

               (c)    those existing title matters affecting the Properties
described on Exhibit C;

               (d)    those matters shown on the Surveys of the Properties
described on Exhibit C);

               (e) easements,  rights-of-way,  covenants and restrictions  which
         are customary and typical for properties  similar to the Properties and
         which do not (i) interfere with the ordinary conduct of any Property or
         the business of the Seller,  as  applicable,  as a whole or (ii) have a
         Material Adverse Effect on the Properties to which they apply;


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<PAGE>

               (f) the Existing  Debt,  provided the Existing Debt shall be paid
         off and satisfied by the Purchaser in connection with the Closing;

               (g)  any  other  matter  not  objected  to by  the  Purchaser  in
         accordance with Section 4.5 or for which the Purchaser  elects to close
         notwithstanding such matters in accordance with Section 4.5; and

               (h)    any other matter that is not a Title Defect.

               1.31. "Person" means an individual or a corporation, partnership,
limited liability company, joint venture,  trust,  unincorporated  organization,
association, other form of business or legal entity or Government Entity.

               1.32.  "Personal  Property" means all tangible  property owned or
leased by the Seller now or on the Closing Date and used in conjunction with the
Seller's business or the operation,  maintenance,  ownership and/or occupancy of
any Property,  including without limitation:  furniture;  furnishings; art work;
sculptures;  paintings; office equipment and supplies; landscaping; plants; lawn
equipment;  and whether stored on or off the Real Property,  tools and supplies,
construction equipment,  maintenance equipment, materials and supplies, shelving
and  partitions,  and any  construction  and finish  materials  and supplies not
incorporated into any Real Property as improvements, fixtures, or otherwise, and
held for repairs  and  replacements  thereto or  development  thereof,  wherever
located.

               1.33.  "Property"  means,  for each of the  four  (4)  properties
described  on  Exhibit  D, the Real  Property,  Leases,  Personal  Property  and
Intangible  Property  related  to it,  and  the  "Properties"  means  all of the
Properties.

               1.34. "Purchase Price" means the amount which the Purchaser shall
pay to the Seller to  consummate  the  purchase  and sale of the  Properties  as
provided in Paragraph 3 of this Agreement.

               1.35.  "Real  Property"  means,  as to each  Property,  the  real
property  comprising  such  Property,  together  with  all  rights,  privileges,
hereditaments and interests  appurtenant thereto including,  without limitation:
any water and mineral rights, development rights, air rights, easements, and any
and all rights of the Seller in and to any streets,  alleys,  passages and other
rights of way; and all buildings,  structures and other improvements  located on
or affixed to such real property and all replacements and additions thereto.

               1.36. "Release" means any spilling,  leaking,  pumping,  pouring,
emitting,  emptying,  discharging,  injecting,  escaping,  leaching, dumping, or
disposing into the indoor or outdoor environment, including, without limitation,
the abandonment or discarding of barrels,  drums,  containers,  tanks, and other
receptacles  containing or previously  containing any Materials of Environmental
Concern at or prior to the Closing Date.

               1.37. "Rent Roll" means for each Property the rent roll delivered
by the  Seller  to the  Purchaser  prior  to the Date of this  Agreement,  to be
updated at the Closing as defined in Section 9.2.1(i) hereof.

               1.38. "Reorganization" means the series of transactions
contemplated by the Reorganization Agreement.

               1.39. "Reorganization Agreement" means that certain Agreement and
Plan of  Reorganization,  dated  September 17, 1997 by and among the  Purchaser,
MAAC, and FDC providing for the Reorganization,

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<PAGE>

a copy of which has been  filed by MAAC as part of a Form 8-K  filing  made with
the Securities and Exchange Commission on September 17, 1997.

               1.40.  "Required  Title  Insurance"  means  the  title  insurance
policies or endorsements listed on Exhibit E.

               1.41.  "Survey"  means each  survey  described  in Exhibit C, and
"Survey means all such surveys.

               1.42. "Tax" means any federal,  state,  local, or foreign income,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation, premium, windfall profits, environmental (including taxes under Code
Section 59A), customs duties, capital stock,  franchise,  profits,  withholding,
social security (or similar), unemployment,  disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty,  or addition  thereto,  whether  disputed  or not.  The term "Tax" also
includes any amounts payable pursuant to any tax sharing  agreement to which any
relevant entity is liable as a successor or pursuant to contract.

               1.43.  "Title  Defect"  means any matter,  other than a Permitted
Exception  described in  subparagraphs  (a) through (g) under the  definition of
"Permitted  Exceptions,"  which  would  have a  Material  Adverse  Effect on the
subject Property.

         2. SALE AND PURCHASE.  The Seller agrees to sell the  Properties to the
Purchaser  on the terms and  conditions  contained  in this  Agreement,  and the
Purchaser  agrees to purchase  the  Properties  from the Seller on the terms and
conditions contained in this Agreement.

         3.  PURCHASE  PRICE.  The  Purchaser  agrees to purchase  the  Property
subject to the  Existing  Debt,  which  shall be paid off and  satisfied  by the
Purchaser at the Closing,  and the amount  required of the  Purchaser to pay off
and  satisfy the  Existing  Debt shall not reduce or affect the  Purchase  Price
payable to the Seller as  hereinafter  provided,  except  for the  proration  of
interest described in Section 9.4.5 hereof; provided,  however, the Seller shall
not cause or permit any increase in the  principal  balance of the Existing Debt
as provided in Section 4.1 hereof. The Purchase Price for the Properties payable
to the Seller at the Closing  (which is net of the Existing  Debt) shall be Nine
Million Six Hundred  Twenty-Five  Thousand Four Hundred  Eighty-Eight and no/100
Dollars  ($9,625,488.00).  The Purchase Price is for all Properties and has been
allocated  among the  Properties  as provided in the  Allocation  Schedule.  The
Purchase Price, as adjusted to reflect the prorations provided for herein, shall
be paid by the  Purchaser  to the Seller at the  Closing  by federal  funds wire
transfer.

         4.    COVENANTS.

               4.1.  Preservation  of Business.  From the Date of this Agreement
until the Closing Date, the Seller (i) shall operate the Properties  only in the
Ordinary Course of Business,  and shall not, without  Purchaser's  prior written
consent,  engage in any  transaction  outside  the  Ordinary  Course of Business
except as otherwise  permitted herein, (ii) shall not, without Purchaser's prior
written  consent,  sell or list for sale any of the Properties,  (iii) shall use
its reasonable best efforts to preserve the Properties,  including the goodwill,
going  concern  value,  and  advantageous   relationships  of  the  Seller  with
residents,  customers, suppliers,  independent contractors,  employees and other
Persons  material to the  operation of the  Properties,  (iv) shall  perform its
material  obligations under the Leases and other material  agreements  affecting
the Properties,  (v) shall perform its material obligations under all Contracts,
and (vi) shall not take or permit any action or  omission  which would cause any
of its  representations  or warranties  contained herein to become inaccurate in
any material

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<PAGE>

respect  or any of the  covenants  made  by it to be  breached  in any  material
respect.  Without limiting the foregoing,  without the Purchaser's prior written
consent,  the  Seller  will not cause or permit any  default to occur  under the
Existing  Debt or cause or permit  any  increase  in the  outstanding  aggregate
principal balance thereof from the Date of this Agreement until the Closing. The
Seller  shall  continue to  maintain  all  insurance  policies in full force and
effect up to and including the Closing Date. If the Seller contemplates entering
into any  transaction  or  agreement or taking any other  action  requiring  the
Purchaser's  prior written consent under this  Agreement,  then the Seller shall
give the Purchaser notice of such proposed transaction or agreement a reasonable
time in advance of the proposed effective date thereof,  and the Purchaser shall
have three (3) Business Days in which to respond in writing either affirmatively
or  negatively.  If the  Purchaser  shall fail to so respond,  then  Purchaser's
consent will be irrebuttably  presumed. In no event shall Purchaser's consent to
any such transaction, agreement or other action be unreasonably withheld.

               4.2.  Exclusivity.  Unless and until this Agreement is terminated
pursuant to its terms, the Seller shall not, directly or indirectly, through any
officer, director,  partner, agent or otherwise,  initiate, solicit or knowingly
encourage (including by way of furnishing non-public information or assistance),
or take any other action to facilitate  knowingly,  any inquiry or the making of
any proposal  that  constitutes,  or may  reasonably be expected to lead to, any
Competing  Transaction (as defined below), or enter into or maintain or continue
discussions  or negotiate  with any Person in furtherance of any such inquiry or
with a view toward soliciting or consummating a Competing Transaction,  or agree
to or endorse any Competing Transaction, or authorize or knowingly permit any of
the  officers,  directors,  partners  or  employees  of such party or any of its
Affiliates or any investment banker, financial advisor, attorney,  accountant or
other representative retained by such party or any of such party's Affiliates to
take any such action.  The Seller shall notify the Purchaser  orally (within one
Business  Day after the Seller  obtains  knowledge  of same) and in writing  (as
promptly  as  practicable)  of all  of  the  relevant  details  relating  to all
inquiries  and  proposals  which the Seller or any officer,  director,  partner,
agent, or other Person may receive relating to any of such matters. A "Competing
Transaction"  means  the  sale or other  transfer  by the  Seller  of all or any
portion of any Property,  whether  through direct sale,  merger,  consolidation,
asset sale, exchange, recapitalization, other business combination, liquidation,
or other action out of the Ordinary Course of Business.

               4.3. Access to Information;  Environmental  Audits.  At all times
before  the  Closing,  the Seller  shall  provide  the  Purchaser,  its  agents,
employees,  consultants,  and  representatives,  with  continuing and reasonable
access  to all  files,  books,  records  and  other  materials  in the  Seller's
possession  or control  relating  to the  Properties  and the right to  examine,
inspect and make copies of such  materials  as  appropriate  (including  for the
purpose of  reviewing  or  preparing  pro forma  financial  statements  required
pursuant to Article 11 of Regulation  S-X of the SEC).  During such period,  the
Seller shall also provide for such parties to have reasonable physical access to
the   Properties   for  the  purpose  of  conducting   surveys,   architectural,
engineering,  geotechnical  and  environmental  inspections and tests (including
sampling  and invasive  testing for the  presence of Materials of  Environmental
Concern performed in connection with Phase I and Phase II environmental audits),
feasibility  studies  and any other  inspections,  studies  or tests  reasonably
required  by them,  provided,  however,  that the  Purchaser  shall  obtain  the
Seller's  prior  approval  (which shall not be  unreasonably  withheld)  for any
invasive testing.  With reasonable  advance notice to the Seller,  the Purchaser
may  conduct a "walk-  through"  of resident  units upon  appropriate  notice to
residents  and  subject  to  the  rights  of  residents.  In the  course  of its
investigations,  the Purchaser may make inquiries to third  parties,  including,
without  limitation,  contractors,  property  managers,  lenders,  residents and
Government  Entities.  The Purchaser shall keep the Properties free of any Liens
claimed by the  Purchaser's  contractors or consultants in connection  with such
entry and will  indemnify,  defend and hold the Seller  harmless from all Claims
and Liabilities caused by the Purchaser, its contractors or consultants that are
asserted  against  or  incurred  by the  Seller  as a result  of such  entry and
investigation.  Any Liability or loss and expense  related to a condition of any
Property discovered

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<PAGE>

or disclosed by the  Purchaser or any  consultant or contractor of the Purchaser
in connection with such investigation is not a Liability that is covered by this
indemnity. No investigation made by the Purchaser shall limit, qualify or modify
any  representation,  warranty,  covenant  or  agreement  made by the  Purchaser
hereunder, notwithstanding the knowledge and information obtained as a result of
any such  investigation,  but if the  Purchaser  discovers  as a  result  of any
investigation  made by it  prior  to the  Closing  that  any  representation  or
warranty made herein by the Seller is materially  inaccurate,  it shall promptly
notify and advise the Seller.

               4.4. Monthly Updates of Rent Rolls and Operating Statements.  The
Seller will  promptly  provide the  Purchaser,  upon  reasonable  request,  with
monthly updates of the Rent Roll and operating statements for the Properties.

               4.5. Title Matters; Title Defects. The Purchaser has approved the
Permitted Exceptions as of the Date of this Agreement.  In the event that either
the  Purchaser  or the Seller  shall  discover  prior to the  Closing any matter
affecting  title to any Property that would be a Title Defect as defined herein,
the  Purchaser  shall  give the  Seller  written  notice no later than three (3)
Business  Days after first  discovering  or receiving  notice from the Seller of
same,  as the case may be, of its  objection  to such matter.  If the  Purchaser
shall not object in writing  within such time  period,  then such  matter  shall
become a Permitted  Exception.  If the Purchaser  shall object in writing within
such time, then such matter shall be a Title Defect. The Seller shall notify the
Purchaser in writing within ten (10) days of receipt of the  Purchaser's  notice
if Seller  intends to cure any Title  Defect.  If the Seller  elects not to cure
such Title Defect,  the Purchaser  shall have ten (10) days after receipt of the
Seller's notice to elect to (i) waive such Title Defect and proceed to close the
purchase of the  Properties,  subject to such Title Defect,  (ii)  designate the
affected Property an Excluded Property pursuant to Section 4.8 hereof,  provided
the Defective  Property  Basket is not exceeded,  or (iii) if the designation of
such  affected  Property  as an  Excluded  Property  would  cause the  Defective
Property Basket to be exceeded, terminate this Agreement. If the Purchaser fails
to respond  within said ten (10) day period,  the  Purchaser  shall be deemed to
have waived such Title Defect as provided in (i) above.  If the Seller elects to
cure such Title Defect,  the Seller shall use diligent efforts to cure the Title
Defect by the Closing Date (as it may be extended as provided below),  which may
include insuring over or bonding off such Title Defect at the Seller's  expense,
but the  Seller  shall  not be  required  to spend  any money or bring any legal
action to cure any such  Title  Defect  (other  than the  payment  of any amount
necessary  to satisfy,  insure or bond over a monetary  Lien).  The Seller shall
have at least  thirty  (30) days to cure any Title  Defect,  and, if the Closing
Date shall fall within such period  during  which the Seller may cure such Title
Defect,  then the Closing Date shall be postponed for a period up to thirty (30)
days (but not beyond  December  31,  1997) in order to give  sufficient  time to
satisfy, release, cure or remove such Lien or exception. Upon the cure, removal,
insurance  over or bonding off of any such Title Defect,  the Closing Date shall
be scheduled  upon ten (10) days prior written  notice to the Seller,  but in no
event earlier than the original Closing Date, notwithstanding such Title Defect.
If the Seller is unable to cure,  remove,  bond off or otherwise  dispose of any
such Title  Defect on or before the  Closing,  as the Closing may be extended as
provided  above,  then the  Purchaser  shall have the right to choose  among the
options described in (i)-(iii) above in this Section 4.5.

               4.6. Damage. The Seller shall promptly give the Purchaser written
notice of any damage to any  Property,  describing  such damage and whether such
damage is covered by insurance and the estimated cost of repairing such damage.

               (a) If such damage does not render  untenantable more than thirty
         percent (30%) of the apartment units within an affected  Property,  (i)
         the Seller shall,  to the extent  possible,  begin repairs prior to the
         Closing, (ii) at the Closing, the Purchaser shall receive all insurance
         proceeds  not applied to the repair of any such  Property  prior to the
         Closing (including rent loss insurance applicable to any

                                                     - 8 -
<PAGE>

         period  from and after the  Closing)  due to the Seller for the damage,
         together with an assignment of any unsettled insurance claim, and (iii)
         after the Closing,  the Purchaser shall assume the  responsibility  for
         the repair after the Closing.  The  Purchaser  shall be entitled to any
         excess of the proceeds of  insurance  over and above the actual cost of
         repair and  restoration.  No  modification to the Purchase Price or the
         Allocation Schedule shall result from such event.

               (b) If such damage renders  untenantable more than thirty percent
         (30%) of the apartment units within a Property, the Purchaser may elect
         by notice to the Seller given within  twenty (20)  Business  Days after
         the  Purchaser  is notified  of such  damage (and the Closing  shall be
         extended, if necessary, to give the Purchaser such twenty (20) Business
         Day period to respond to such notice) to (i) proceed in the same manner
         as in the case of damage  described in subparagraph  (a) above, or (ii)
         designate  the  affected  Property  an  Excluded  Property  pursuant to
         Section 4.8  hereof,  provided  the  Defective  Property  Basket is not
         exceeded,  or (iii) if the designation of such affected  Property as an
         Excluded  Property  would  cause the  Defective  Property  Basket to be
         exceeded, terminate this Agreement. Any waiver of the matters addressed
         in this  Section  4.6  pursuant  to clause (i) above shall be deemed an
         election  by the  Purchaser  to  follow  the  procedures  described  in
         subparagraph (a) of this Section 4.6.

               4.7.  Condemnation.  The Seller shall give the  Purchaser  prompt
written  notice of the  institution  or threat of any  exercise  of the power of
eminent domain on any Property or portion thereof. If the exercise of such power
of eminent  domain would result in a taking of more than thirty percent (30%) of
the apartment  units at such Property,  the Purchaser may elect by notice to the
Seller given within twenty (20)  Business  Days after the  Purchaser  shall have
received  the notice of such  institution  or threat (and the  Closing  shall be
extended,  if  necessary,  to give the  Purchaser  such twenty (20) Business Day
period to respond to such  notice) to (i)  proceed  with the Closing and receive
any  condemnation   award  or  proceeds  from  any  such   proceeding,   without
modification to the Purchase Price or the Allocation Schedule, or (ii) designate
the  affected  Property  an  Excluded  Property  pursuant to Section 4.8 hereof,
provided  the  Defective  Property  Basket  is not  exceeded,  or  (iii)  if the
designation  of such affected  Property as an Excluded  Property would cause the
Defective Property Basket to be exceeded, terminate this Agreement.


               4.8.  Defective  Property Basket. A Property may be designated an
Excluded  Property under this  Agreement  pursuant to the provisions of Sections
4.5, 4.6, and 4.7 hereof. In addition,  a Property may be designated an Excluded
Property pursuant to the applicable  provisions of the Reorganization  Agreement
as a result of the following: (i) the breach of a representation or warranty set
forth in Article 7 of the Reorganization Agreement with respect to such Excluded
Property which has a Material  Adverse Effect or (ii) the failure of a condition
precedent set forth in Article 10 of the Reorganization  Agreement which relates
to the  affected  Excluded  Property,  and in such  events any such  Property so
designated an Excluded  Property  under the  Reorganization  Agreement  shall be
deemed an Excluded Property hereunder. In the event that the number of apartment
units within (i) all of the Excluded Properties  designated pursuant to Sections
4.5,  4.6,  4.7,  and this 4.8 and (ii)  all of the  Other  Excluded  Properties
designated pursuant to the applicable provisions of the Reorganization Agreement
is less than one thousand  (1,000)  units,  then the Seller and  Purchaser  will
remain obligated to consummate the transactions described herein (as modified to
exclude  the  Excluded  Properties)   notwithstanding  such  matters,   assuming
satisfaction  in full of each other  condition  set forth in this  Agreement  or
waiver by the appropriate  party of any such condition.  In such event,  (i) the
Excluded Properties shall no longer be deemed part of the Properties  hereunder,
(ii) the Excluded  Properties  shall not be sold by the Seller to the  Purchaser
hereunder, and (iii) the Allocation Schedule shall be amended to delete the

                                                     - 9 -
<PAGE>

Excluded  Properties,  and the portion of the Purchase Price relating thereto as
reflected on the Allocation Schedule shall be subtracted from the Purchase Price
hereunder.


         5. SELLER'S REPRESENTATIONS. The Seller warrants and represents to, and
covenants   with,   the  Purchaser,   as  follows;   provided,   however,   such
representations and warranties shall not survive the Closing:

               5.1. Status. The Seller is a limited  partnership duly organized,
validly  existing and in good standing  under the Laws of the State of Delaware,
with all  requisite  power and  authority  to own,  lease,  operate and sell its
assets and to carry on its businesses as it is now being  conducted.  The Seller
is in good  standing  as a foreign  entity  authorized  to do  business  in each
jurisdiction where it engages in business.

               5.2. Authority.  The Seller has full power and authority (subject
to receipt of the  consents  referred  to in  Section  8.4),  to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution,
delivery and  performance  by the Seller of this  Agreement  have been,  and the
documents to be executed and  delivered by it pursuant to this  Agreement  shall
be, duly and validly  approved by the Seller and no other proceeding on the part
of the Seller is necessary  to authorize  this  Agreement  and the  transactions
contemplated hereby, other than obtaining the consents described in Section 8.4.

               5.3. Consents. Section 8.4 describes each and every consent to be
obtained  by the  Seller in  respect of the  transactions  contemplated  hereby.
Except for  obtaining  the  consents  described  in Section  8.4,  no  consents,
waivers,  exemptions or approvals of, or filings or  registrations by the Seller
with,  any  Government  Entity or any other Person not a party to this Agreement
are necessary in connection with the execution,  delivery and performance by the
Seller of this Agreement or the  consummation of the  transactions  contemplated
hereby.

               5.4. No Violations.  Upon obtaining  those consents  described in
Section  8.4, the  execution,  delivery  and  performance  by the Seller of this
Agreement  and the  documents to be  executed,  delivered  and  performed by the
Seller pursuant hereto,  and the  consummation of the transactions  contemplated
hereby and thereby,  do not and will not (i) violate any Order  applicable to or
binding on the Seller or any of the  Properties;  (ii)  violate  any Law;  (iii)
violate or conflict  with,  result in a breach of,  constitute  a default (or an
event  which with the  passage of time or the giving of notice,  or both,  would
constitute a default) under,  permit  cancellation of, or result in the creation
of any Lien upon any of the  Properties  or any  Contract to which the Seller or
any  Property is bound;  (iv)  permit the  acceleration  of the  maturity of any
indebtedness of the Seller or any indebtedness  secured by any Property;  or (v)
violate or conflict  with any  provision of the  partnership  agreement or other
governance documents of the Seller.

               5.5.  Title.  The  Seller has good and  marketable  title to each
Property, in fee simple, free and clear of all Liens and encroachments, and free
and clear of all  tenancies and adverse or other rights of  possession,  subject
only to the  Permitted  Exceptions.  To the Seller's  knowledge,  each  Property
constitutes a separate and legally subdivided parcel and a separate tax parcel.

         6. PURCHASER'S  REPRESENTATIONS.  The Purchaser warrants and represents
to, and covenants with, the Seller, as follows:

     6.1. Status. The Purchaser is a limited partnership duly organized, validly
existing and in good standing under the Laws of the State of Tennessee, with all
requisite power and authority to own, lease, operate
                                                     - 10 -
<PAGE>

and sell its assets and to carry on its  business as it is now being  conducted.
The Purchaser is in good standing as a foreign entity  authorized to do business
in each jurisdiction where it engages in business.

               6.2.  Authority.  The  Purchaser  has full power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  The  execution,  delivery  and  performance  by the  Purchaser  of this
Agreement  have been,  and the  documents  to be executed  and  delivered  by it
pursuant to this Agreement shall be, duly and validly approved by the Purchaser,
and no other  proceeding  on the part of the Purchaser is necessary to authorize
this Agreement and the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by the Purchaser.

               6.3. Consents.  No consents,  waivers exemptions or approvals of,
or filings or registrations by the Purchaser with, any Government  Entity or any
other Person not a party to this Agreement are necessary in connection  with the
execution,  delivery and  performance  by the Purchaser of this Agreement or the
consummation of the transactions contemplated hereby.

               6.4. No Violations.  The execution,  delivery and  performance by
the Purchaser of this Agreement and the documents to be executed,  delivered and
performed  by  the  Purchaser  pursuant  hereto,  and  the  consummation  of the
transactions  contemplated  hereby and thereby,  do not and will not (i) violate
any Order applicable to or binding on the Purchaser or its assets;  (ii) violate
any Law;  (iii) violate or conflict  with,  result in a breach of,  constitute a
default (or an event which with the passage of time or the giving of notice,  or
both, would constitute a default) under,  permit cancellation of, accelerate the
performance  required  by, or result in the creation of any Lien upon any of the
Purchaser's  assets  under,  any  contract or other  arrangement  of any kind or
character to which the  Purchaser is a party or by which the Purchaser or any of
its assets are  bound;  (iv)  permit the  acceleration  of the  maturity  of any
indebtedness  of  the  Purchaser,  or  any  indebtedness  secured  by any of the
Purchaser's  assets;  or (v)  violate  or  conflict  with any  provision  of the
Purchaser's   partnership   agreement  or  other  governance  documents  of  the
Purchaser.

    7. CONDITIONS  PRECEDENT TO OBLIGATIONS OF PURCHASER.  The obligation of the
Purchaser to consummate the Closing is subject to the  fulfillment,  at or prior
to the Closing, of each of the following conditions  precedent,  and the failure
to  satisfy  any  such  condition  precedent  shall  excuse  and  discharge  all
obligations  of the  Purchaser  to carry out the  provisions  of this  Agreement
unless such failure is waived in writing by the  Purchaser;  provided,  however,
that to the extent  that the  failure  of any  condition  shall  relate to (i) a
matter  described  in Sections  4.5,  4.6, or 4.7 and the  affected  Property is
deemed an Excluded Property pursuant to said provisions or (ii) any other matter
relating to a Property,  then the affected  Property  shall be  designated as an
Excluded  Property  pursuant  to Section  4.8  hereof,  provided  the  Defective
Property Basket is not exceeded,  and such matter shall not constitute a failure
to satisfy any condition precedent relating thereto.

               7.1.  Representations  and Warranties.  The  representations  and
warranties  made by the Seller in Section 5, and the statements and  information
contained  in  any  certificate,   instrument,  schedule,  document  or  exhibit
delivered by or on behalf of the Seller in connection with the Closing  pursuant
to this Agreement,  shall be true, correct and complete in all material respects
on and as of the Date of this Agreement and the date thereof, and shall be true,
correct and complete in all material respects on and as of the Closing Date with
the same effect as though such  representations  and warranties were made on and
as of the  Closing  Date;  provided,  however,  that  if any  representation  or
warranty is already  qualified in any respect by  materiality  or as to Material
Adverse Effect,  the materiality  qualification  immediately before this proviso
shall not apply.  The Seller shall have delivered to the Purchaser a certificate
signed by a general  partner  of the  Seller  in form and  substance  reasonably
satisfactory to the Purchaser dated as of the Closing Date to such effect.

                                                     - 11 -
<PAGE>


               7.2.  Compliance  with Covenants and  Agreements.  The covenants,
obligations and agreements of the Seller to be performed and complied with on or
before the Closing Date shall have been duly  performed and complied with in all
respects;  and the Seller shall have  delivered to the  Purchaser a  certificate
signed by a general  partner  of the  Seller  in form and  substance  reasonably
satisfactory to the Purchaser as of the Closing Date to such effect.

               7.3.  No  Injunction.  There  shall  not be in  effect  any Order
(unless caused by any action taken by the Purchaser)  which enjoins or prohibits
consummation of the transactions contemplated hereby.

               7.4. Title.  The Purchaser shall have obtained the Required Title
Insurance as of the date and time of the Closing.

               7.5. Payoff Letters. Payoff letters shall have been received from
each lender with respect to the Existing Debt acknowledging the amount necessary
to pay in full and satisfy the Existing Debt.

               7.6.  Consents.  The Seller shall have obtained the consents
described in Section 8.4.

               7.7.  Reorganization  Agreement.  All  of the  conditions  to the
obligations of the Purchaser and MAAC to close the Reorganization,  as set forth
in the  Reorganization  Agreement,  shall have been  satisfied  or waived by the
Purchaser or MAAC, as the case may be, as of the Closing as described in Article
10 of the  Reorganization  Agreement,  including  (i)  the  truthfulness  of the
representations  and warranties  described  therein,  (ii) the compliance by the
parties with the provisions of the Reorganization  Agreement,  (iii) the absence
of any material adverse changes, (iv) the absence of any injunction  prohibiting
the closing,  (v) the issuance of certain  required  title  insurance,  (vi) the
receipt of estoppel letters and payoff letters,  as applicable,  with respect to
the debt, and (vii) the receipt of necessary consents.

               7.8.  Simultaneous Closings.  The closing of the Reorganization
pursuant to the Reorganization Agreement shall occur simultaneously with the
Closing hereunder.

         8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of the
Seller to consummate the Closing is subject to the  fulfillment,  at or prior to
the Closing, of each of the following conditions  precedent,  and the failure to
satisfy any such condition  precedent shall excuse and discharge all obligations
of the Seller to carry out the provisions of this Agreement  unless such failure
is waived in writing by the Seller.

               8.1.  Representations  and Warranties.  The  representations  and
warranties made by the Purchaser in Section 6 and the statements and information
contained  in  any  certificate,   instrument,  schedule,  document  or  exhibit
delivered  by or on behalf  of the  Purchaser  in  connection  with the  Closing
pursuant to this Agreement,  shall be true, correct and complete in all material
respects  as  of  the  Closing   Date  with  the  same  effect  as  though  such
representations  and  warranties  were  made  on  and as of  the  Closing  Date;
provided,  however, that if any representation and warranty is already qualified
in any respect by materially or as to Material  Adverse Effect,  the materiality
qualification  immediately  before this proviso  shall not apply.  The Purchaser
shall have delivered to the Seller a certificate  signed by the general  partner
of the Purchaser in form and  substance  reasonably  satisfactory  to the Seller
dated as of the Closing Date to such effect.

               8.2.  Compliance  with Covenants and  Agreements.  The covenants,
obligations and agreements of the Purchaser to be performed and complied with on
or before the Closing Date shall have been duly

                                                     - 12 -
<PAGE>

performed  and  complied  with in all  respects;  and the  Purchaser  shall have
delivered  to the  Seller a  certificate  signed by the  general  partner of the
Purchaser in form and substance  reasonably  satisfactory to the Seller dated as
of the Closing Date to such effect.

               8.3.  No  Injunction.  There  shall  not be in  effect  any Order
(unless  caused by any action  taken by the Seller)  which  enjoins or prohibits
consummation of the transactions contemplated hereby.

               8.4.  Consents.  The Seller  shall have  obtained the consent and
approval of the general partners of the Seller and a majority-in-interest of the
"Class A Limited  Partners" of the Seller to this  Agreement  and to the sale of
the Properties to the Purchaser pursuant hereto.


         9.   THE CLOSING.

               9.1. Closing.  The Closing shall take place  simultaneously  with
the closing of the Reorganization  pursuant to the  Reorganization  Agreement at
the time and place established under the Reorganization Agreement,  provided the
Purchaser  shall  notify the Seller of such date for the  Closing.  The  parties
shall use all reasonable  efforts to close on or before November 17, 1997 (or as
soon thereafter as practicable);  provided, however, that if the Closing has not
previously   occurred,   the  Closing   shall   occur  on   December   31,  1997
(notwithstanding  any extensions  otherwise provided herein).  The Closing shall
take  place at 10:00  a.m.  EST on the  Closing  Date at the  offices  of King &
Spalding, 191 Peachtree Street, N.E., Suite 4900, Atlanta, Georgia.

               9.2.  Deliveries at the Closing.  At the Closing,  in addition to
any other  document or  agreement  required  under any other  provision  of this
Agreement,  the following deliveries shall be made by the parties, in each event
where  execution of a document  shall be required,  duly executed by the Persons
required to execute same.

                         9.2.1.  Deliveries by Seller.

                                    (a)  Partner   Consents.   Consents  to  the
                         transactions  described  herein as described in Section
                         8.4 hereof duly executed by the requisite  interests of
                         limited and general partners of the Seller.

                                    (b)     Seller's Officers' Certificates.
                         The certificates described in Sections 7.1 and 7.2.

                                    (c)  FIRPTA.  A Foreign  Investment  in Real
                         Property  Tax Act  affidavit  executed by the Seller in
                         accordance  with  said  Act.  If the  Seller  fails  to
                         provide the necessary affidavit and/or documentation of
                         exemption  on  the  Closing  Date,  the  Purchaser  may
                         proceed in accordance with the  withholding  provisions
                         as provided in such Act.

                                    (d)  Affidavits.  Owner's  affidavits to the
                         extent reasonably and customarily required by the title
                         company to issue the Required Title Insurance,  subject
                         only to the Permitted Exceptions.


                                                     - 13 -
<PAGE>

                                    (e)  Permits  and  Approvals.  To the extent
                         possessed  by  the  Seller,   the  material   licenses,
                         permits,  approvals,  zoning  exceptions and approvals,
                         consents and Orders of Government  Entities relating to
                         the  ownership,  operation  and use of the  Properties,
                         including,   without   limitation,    certificates   of
                         occupancy for such Property.

                                    (f)  Authority.  Evidence of the  existence,
                         organization  and  authority  of  the  Seller  and  the
                         authority of the Persons executing  documents on behalf
                         of the Seller reasonably satisfactory to the Purchaser.

                                    (g)    Possession.    Possession    of   the
                         Properties, subject only to Permitted Exceptions.

                                    (h)  Books  and  Records.  Delivery  to  the
                         offices of the  Purchaser  of the  original  Leases and
                         Contracts  (or  copies  if  the  originals   cannot  be
                         located) and to the extent now or  subsequently  coming
                         into the  Seller's  possession  or  control:  copies of
                         originals (including information stored electronically)
                         of all books and records of account;  contracts; copies
                         of correspondence with tenants and suppliers;  receipts
                         for   deposits;   unpaid  bills  and  other  papers  or
                         documents   which  pertain  to  the   Properties;   all
                         advertising materials,  booklets, keys and other items,
                         if any,  used in the operation of the  Properties;  all
                         books  and  records  of  the  Seller;   (including  Tax
                         records);  and,  if  in  such  entity's  possession  or
                         control,    the   original    "as-built"    plans   and
                         specifications   and  all  other  available  plans  and
                         specifications with respect to any Property.

     (i)  Updated  Rent  Rolls.  Rent Rolls for the  Properties,  updated to the
Closing Date and certified by a general partner of the Seller.

                                    (j)   Transfer    Documents.    The   deeds,
                         assignments  and  other  transfer  documents  which are
                         listed  on   Exhibit  F   transferring   title  to  the
                         Properties to the Purchaser free of any claims,  except
                         for Permitted Exceptions.

                         9.2.2.  Deliveries by Purchaser.

                                    (a)      Purchaser's Officers' Certificates.
                         The certificates described in
                         Sections 8.1 and 8.2.

                                    (b)   Authority.   Evidence  of   existence,
                         organization  and  authority of the  Purchaser  and the
                         authority of the Person  executing  documents on behalf
                         of the Purchaser reasonably satisfactory to Seller.

                                    (c)     Transaction Documents.  The
                         assignments and other transfer documents described
                         in Exhibit F.

                9.3. Closing Costs. At the Closing,  the Purchaser shall pay all
costs and expenses incurred in connection with the Closing hereunder, including,
without limitation, those expenses set forth in Exhibit G hereof.

     9.4.  Prorations.  The following items shall be prorated between the Seller
and the Purchaser as of 11:59 p.m. of the day immediately  preceding the Closing
Date; such prorations favoring the Purchaser - 14 -
<PAGE>

shall reduce the Purchase  Price  payable by the  Purchaser at the Closing,  and
such prorations favoring the Seller shall increase the Purchase Price payable by
the Purchaser at Closing:

                           9.4.1.  Rents. Rents,  additional rents,  charges for
         taxes  and  insurance  premiums  or for  escalations  thereof,  if any,
         property  operating  expense   contributions,   revenues  from  vending
         machines and washers and dryers, swimming pool fees and other income of
         the Property  (other than any  unapplied  security and other  deposits)
         collected  by the Seller from each tenant  under a Lease.  Any rent and
         other income collected by either the Seller or the Purchaser during the
         month of the Closing  shall be applied first against the rent and other
         income due for such month under the respective  Lease.  The Seller may,
         at the Seller's  sole cost and expense,  pursue any claims under any of
         the Leases and file  lawsuits for past due rent or other  charges,  but
         the Seller may not  exercise  any rights or remedies to  terminate  any
         Lease or to dispossess  any tenant  thereunder.  The Purchaser  agrees,
         however,  that if (i) any tenant is in arrears on the  Closing  Date in
         the  payment of rent or other  charges  under its Lease as shown on the
         updated Rent Roll  delivered at the Closing and (ii) at the time of the
         Purchaser's  receipt of any rental or other  payment  from such  tenant
         after the end of the month in which the Closing occurs, such tenant is,
         or after  application  of a portion of such  payment  will be,  current
         under its Lease in the payment of all accrued  rental and other charges
         that do not become due and  payable  until the month  after the Closing
         Date or thereafter and in the payment of any other  obligations of such
         tenant to the Purchaser, then the Purchaser shall refund to the Seller,
         out of and to the extent of the portion of such payment remaining after
         the  Purchaser  deducts  therefrom any and all sums due and owing to it
         from such tenant from and after the Closing  Date,  an amount up to the
         full amount of any arrearage existing on the Closing Date.

                           9.4.2.  Property Taxes.  City,  state,  and county ad
         valorem  Taxes based on the ad valorem  tax bills or other  current tax
         information  for the  Properties  for  the  year  of  Closing,  if then
         available, or if not, then on the basis of the ad valorem tax bills for
         the Properties for the year immediately preceding the year in which the
         Closing occurs and all assessments of any kind on the Properties  which
         are due and payable in installments.  Should such proration be based on
         such ad valorem tax bills for the immediately preceding year and should
         such proration  prove to be inaccurate on receipt of the ad valorem tax
         bills for any  Property  for the year of Closing,  either the Seller or
         the  Purchaser  may demand at any time after Closing a payment from the
         other  correcting  such  malapportionment  and the other party shall be
         required  to make such  payment  within  fifteen  (15) days  after such
         demand.

                           9.4.3.  Sewer  Taxes and  Utility  Charges.  Sanitary
         sewer taxes and utility charges, including, without limitation,  water,
         sewer, electric, gas, telephone, cable television, and trash removal.

     9.4.4. Contracts. Charges under the Contracts which survive the Closing and
are assigned to and assumed by the Purchaser.

              9.4.5.  Existing Debt.  Interest accruing under the Existing Debt.

                9.5.  Security and Other Deposits.  The Seller shall pay over to
and assign and transfer to the Purchaser at Closing a sum equal to the aggregate
of the tenants'  unapplied  security,  cleaning,  damage, pet and other deposits
under the Leases,  to the extent such items have been received by the Seller and
have not  previously  been  applied by the Seller  towards  repairs or for other
purposes for which such deposits were being held.

                                                     - 15 -
<PAGE>


                9.6.  Utility  Deposits.  The  Purchaser  shall  pay over to the
Seller at Closing a sum equal to the aggregate of the unapplied and unreimbursed
deposits held by any utility company, which shall be transferred and assigned by
the Seller to the Purchaser at the Closing.

                9.7. Loan Deposits.  The Purchaser  shall pay over to the Seller
at  Closing a sum  equal to the  aggregate  of the  unapplied  and  unreimbursed
deposits or escrow  balances held by or for any lender under the Existing  Debt,
which shall be  transferred  and assigned by the Seller to the  Purchaser at the
Closing.

         10.    TERMINATION AND REMEDIES.

                10.1.  Termination.  This Agreement may be terminated:

              10.1.1.  Mutual Consent.  At any time prior to the Closing Date,
          with the written consent of the Seller and the Purchaser;

                           10.1.2.  Termination by Purchaser.  At any time prior
         to the Closing Date, by the Purchaser (provided the Purchaser is not in
         breach of any of its material  obligations  hereunder),  if there shall
         have been a material breach of any covenant, representation or warranty
         of the Seller hereunder, or failure of any condition to the Purchaser's
         obligation  to close,  and such  breach or failure  shall not have been
         remedied  within 10  Business  Days  after  receipt  by the Seller of a
         notice in writing from the Purchaser  specifying  the breach or failure
         and requesting such be remedied (and the Closing Date shall be extended
         to provide for such cure period), provided such termination right shall
         be subject to the provisions of Section 10.3 hereof;

                           10.1.3.  Termination by Seller.  At any time prior to
         the Closing Date,  by the Seller  (provided the Seller is not in breach
         of any of its material obligations hereunder), if there shall have been
         a material  breach of any covenant,  representation  or warranty of the
         Purchaser hereunder, or any failure of any condition of the Purchaser's
         obligation  to close,  and such  breach or failure  shall not have been
         remedied  within 10 Business  Days after  receipt by the Purchaser of a
         notice in writing from the Seller  specifying the breach or failure and
         requesting  such be remedied (and the Closing Date shall be extended to
         provide for such cure period), provided such termination right shall be
         subject to the provisions of Section 10.3 hereof; or

                           10.1.4.  Failure  to Close by  Closing  Date.  If the
         Closing has not taken place by December 31, 1997  (notwithstanding  any
         extensions  otherwise  provided herein),  at any time thereafter by the
         Seller or the Purchaser, upon delivery of written notice of termination
         to the  other;  provided,  however,  that the right to  terminate  this
         Agreement under this Section 10.1.4 shall not be available to any party
         whose failure to fulfill any  obligation  under this Agreement has been
         the cause of or has  resulted in the failure of the Closing to occur on
         or before such date.

                10.2.  Effect of  Termination.  If this  Agreement is terminated
pursuant  to Section  10.1,  all  obligations  of the  parties  hereunder  shall
terminate,  except for the obligations that expressly survive the termination of
this  Agreement.  No such  termination  shall  relieve any party from  liability
pursuant to Section 10.3 below.


                                                     - 16 -
<PAGE>

                10.3. Remedies.  In the event that a party shall fail to perform
such party's  obligation to consummate the  transactions as described  herein (a
"Default"),  all  conditions  precedent  to such party's  obligation  to perform
having been met, the sole and exclusive remedy of the non-defaulting party shall
be as follows:

                           10.3.1. Specific Performance Against Seller. The sole
         and exclusive  remedy of the Purchaser in the event of a Default by the
         Seller  hereunder  shall be (i) to terminate this Agreement as provided
         in  Section  10.1.2.,  without  any claim for and  waving  any right to
         collect  damages,  or (ii) to pursue  legal  action to obtain  specific
         performance  of  the  Seller's   obligations   hereunder.   The  Seller
         acknowledges and agrees that the Purchaser shall have the right to seek
         specific  performance of this Agreement against the Seller in the event
         of a Default by the Seller hereunder.

                           10.3.2. Remedy upon Purchaser's Default. The sole and
         exclusive  remedy  of the  Seller  in the  event  of a  Default  by the
         Purchaser  hereunder  shall be to  terminate  this  Agreement,  and the
         Purchaser  shall pay to the Seller  within five (5) Business Days after
         such  termination,  as liquidated  damages for such  Default,  the cash
         amount of One Thousand Dollars ($1,000).  The parties agree that in the
         event of a Default by the  Purchaser,  the  damages  from such  Default
         would be  difficult to  determine,  and that the  foregoing  liquidated
         damages  amount is a reasonable  estimate of the actual,  out-of-pocket
         costs that would be incurred by the Seller if the transactions were not
         consummated.  The  Seller  agrees  not to bring an  action  before  any
         Government  Entity against the Purchaser  seeking specific  performance
         against  the Seller or damages  on  account  of the  Default,  it being
         agreed that the  liquidated  damages  amount stated herein shall be the
         sole remedy to the Seller.

         11.     MISCELLANEOUS

                11.1. Headings. The headings contained in this Agreement are for
reference  purposes  only and are in no way  intended  to  describe,  interpret,
define or limit the scope,  extent or intent of this  Agreement or any provision
hereof.

                11.2.  Pronouns and Plurals.  Whenever  required by the context,
any pronoun used in this Agreement  shall include the  corresponding  masculine,
feminine or neuter  forms,  and the singular  form of nouns,  pronouns and verbs
shall include the plural and vice versa.

                11.3.  Time.  Time is of the essence for this Agreement.

                11.4.  Survival.  The  provisions set forth in Sections 1, 6, 9,
10, and 11 shall  survive  the Closing and shall not be deemed to be merged into
or  waived  by the  instruments  of such  Closing.  Except  as  provided  in the
foregoing sentence,  no other provisions,  representations,  warranties or other
covenants  or  agreements  contained  in  this  Agreement  (including,   without
limitation,  the  representations  and warranties set forth in Section 5 hereof)
shall survive the Closing.

                11.5. Additional Actions and Documents. Each party hereto hereby
agrees to take or cause to be taken such further  actions,  to execute,  deliver
and file or cause to be executed,  delivered  and filed such further  documents,
and  to  obtain  such  consents,  as may be  necessary  or as may be  reasonably
requested  on or  after  the  Closing  Date in order  to  fully  effectuate  the
purposes, terms and conditions of this Agreement.

     11.6.  Entire  Agreement;  Amendment  and  Modification.   This  Agreement,
including the schedules,  exhibits,  and other  documents  referred to herein or
furnished pursuant hereto, constitutes the entire
                                                     - 17 -
<PAGE>

understanding  and  agreement  among the  parties  hereto  with  respect  to the
transactions  contemplated  herein,  and  supersedes  all prior  oral or written
agreements,  commitments or understandings  with respect to the matters provided
for herein.  No amendment,  modification or discharge of, or supplement to, this
Agreement  shall  be valid or  binding  unless  set  forth in  writing  and duly
executed and delivered by the party against whom  enforcement  of the amendment,
modification, or discharge is sought.

                11.7.  Notices.  All  notices,  demands,   requests,  and  other
communications  which may be or are required to be given, served, or sent by any
party to any other  party  pursuant  to this  Agreement  shall be in writing and
shall be hand  delivered,  sent by overnight  courier or mailed by  first-class,
registered or certified U.S. mail, return receipt requested and postage prepaid,
or transmitted by facsimile, telegram, telecopy or telex, addressed as follows:

         (i)    If to Seller:            John F. Flournoy
                                         900 Brookstone Center Parkway
                                         Columbus, GA  31904
                                         Telephone: (706) 324-4000
                                         Facsimile:   (706) 596-2492

                                         Mr. Terry Hall
                                         Alex. Brown Realty, Inc.
                                         225 East Redwood Street
                                         Baltimore, Maryland 21202
                                         Telephone: (410) 727-4083
                                         Facsimile:  (410)  625-2694

                                         and

                                         Mr. John B. Watkins
                                         Wilmer, Cutler & Pickering
                                         Suite 1300
                                         100 Light Street
                                         Baltimore, Maryland 21202-1036
                                         Telephone:  (410) 986-2800
                                         Facsimile:   (410) 986-2828

                copies to:               William B. Fryer, Esq.
                                         King & Spalding
                                         191 Peachtree Street, NE, Suite 4800
                                         Atlanta, GA  30303
                                         Telephone:  (404) 572-4911
                                         Facsimile:  (404) 572-5148

                                         Richard A. Fishman, Esq.
                                         Cashin, Morton & Mullins
                                         1360 Peachtree Street, N.E.
                                         Atlanta, GA  30309
                                         Telephone:  (404) 870-1500
                                         Facsimile:    (404) 870-1529

                                                     - 18 -
<PAGE>

         (ii)   If to Purchaser:         Mid-America Apartments, L.P.
                                         6584 Poplar Avenue, Suite 340
                                         Memphis, TN  38138
                                         Attention:  George E. Cates
                                         Telephone:  (901) 682-6600
                                         Facsimile:    (901) 682-6667

                copy to:                 John A. Good, Esq.
                                         Baker, Donelson, Bearman & Caldwell
                                         First Tennessee Building, Suite 2000
                                         165 Madison Avenue
                                         Memphis, TN  38103
                                         Telephone: (901) 526-2000
                                         Facsimile:  (901) 527-2303

         If personally  delivered,  such communication shall be deemed delivered
upon actual  receipt;  if  electronically  transmitted  pursuant to this Section
11.7, such  communication  shall be deemed delivered the next Business Day after
transmission (and sender shall bear the burden of proof of delivery); if sent by
overnight  courier  pursuant to this Section 11.7, such  communication  shall be
deemed delivered upon receipt; and if sent by U.S. mail pursuant to this Section
11.7, such  communication  shall be deemed  delivered as of the date of delivery
indicated  on the receipt  issued by the  relevant  postal  service,  or, if the
addressee fails or refuses to accept delivery, as of the date of such failure or
refusal.  Any party to this Agreement may change its address for the purposes of
this Agreement by giving notice thereof in accordance with this Section 11.7.

                11.8.  Waivers.  No delay or  failure  on the part of any  party
hereto in exercising any right, power or privilege under this Agreement or under
any other  documents  furnished in connection with or pursuant to this Agreement
shall  impair any such right,  power or privilege to be construed as a waiver of
any default or any  acquiescence  therein.  No single or partial exercise of any
such right,  power or  privilege  shall  preclude  the further  exercise of such
right,  power  or  privilege,  or the  exercise  of any  other  right,  power or
privilege.  No waiver  shall be valid  against any party  hereto  unless made in
writing  and signed by the party  against  whom  enforcement  of such  waiver is
sought and then only to the extent expressly specified therein.

                11.9.  Counterparts.  This  Agreement  may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                11.10. Governing Law. This Agreement, the rights and obligations
of the parties  hereto,  and any claim or disputes  relating  thereto,  shall be
governed by and construed and enforced in accordance  with the Laws and judicial
decisions  of  the  State  of  Tennessee,  without  regard  to  conflict  of Law
principles  (excluding  the choice of Law rules  thereof),  except  for  actions
affecting  title to real property,  in which case the Laws of the State in which
the real property is located shall apply.

                11.11.  Assignment; Parties in Interest.

                           11.11.1.  No party  hereto  shall  assign  its rights
         and/or  obligations under this Agreement,  in whole or in part, whether
         by operation of Law or otherwise,  without the prior written consent of
         the other parties hereto;  provided,  however, the Purchaser may assign
         all  or any  portion  of  its  interest  and  rights  hereunder  to any
         Affiliate of the Purchaser without the consent of the Seller.


                                                     - 19 -
<PAGE>

                           11.11.2. Parties in Interest. This Agreement shall be
         binding  upon,  inure to the  benefit  of,  and be  enforceable  by the
         respective  administrators,   successors,   legal  representatives  and
         permitted assigns of the parties hereto. Nothing contained herein shall
         be deemed to confer upon any other  Person any right or remedy under or
         by reason of this Agreement.

                           11.12.  Severability.  Every provision of this
Agreement is intended to be severable.
If any provision or term of this Agreement, or the application of a provision or
term  to  any  Person  or  circumstance,  shall  be  held  invalid,  illegal  or
unenforceable,  the validity, legality or enforceability of the other provisions
and terms hereof,  or the  application  of such  provision or term to Persons or
circumstances  other  than  those  to  which  it is  held  invalid,  illegal  or
enforceable,   shall  not  be  affected  thereby,  and  there  shall  be  deemed
substituted  for the provision or term at issue a valid,  legal and  enforceable
provision as similar as possible to the provision or term at issue.

                           11.13.  Limitation of Liability.  Any obligation or
liability whatsoever of any party
which may arise at any time under this  Agreement or any obligation or liability
which  may  be  incurred  by  such  party  pursuant  to  any  other  instrument,
transaction or undertaking  contemplated  hereby shall be satisfied,  if at all,
out of  such  party's  assets,  as  appropriate,  only.  No such  obligation  or
liability shall be personally binding upon, nor shall resort for the enforcement
thereof be had to, the property of any of such party's  shareholders,  trustees,
officers,  employees  or  agents,  regardless  of  whether  such  obligation  or
liability is in the nature of contract, tort or otherwise.


                                             [SIGNATURES ON NEXT PAGE]


                                                     - 20 -
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first above written.

                     PURCHASER:

                     MID-AMERICA APARTMENTS, L.P.

                     BY:  Mid-America Apartment Communities, Inc., sole General
                                                     Partner


                     By:      /s/  George E. Cates
                          George E. Cates, Chairman and Chief Executive
                                     Officer



                     SELLER:

                     BROWN-FLOURNOY EQUITY INCOME FUND LIMITED
                                            PARTNERSHIP

                     By: Brown Equity Income Properties, Inc., the
                              "Administrative General Partner"

                     By:            /s/  Peter E. Bancroft
                         Name:   Peter E. Bancroft
                         Title:  Vice President


                     By:           /s/  John F. Flournoy
                         John F. Flournoy, the "Development General Partner"





                                [SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]




                                                     - 21 -