<PAGE>

                                                                    EXHIBIT 10.5

                          PURCHASE AND SALE AGREEMENT
                            AND ESCROW INSTRUCTIONS

                                 BY AND BETWEEN

                        IGP X SHADOW RIDGE MEADOWS, LTD.,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                   ("SELLER")

                                      AND

           MARK GOSSELIN, AS TRUSTEE OF THE MARK GOSSELIN TRUST DATED
                                OCTOBER 31, 2001

                                    ("BUYER")

                     DATED effective as OF December 8, 2003

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                                TABLE OF CONTENTS

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ARTICLE  I. PURCHASE AND SALE.................................................................        1

        Section 1.1    Agreement of Purchase and Sale.........................................        1
        Section 1.2    Property Defined.......................................................        2
        Section 1.3    Purchase Price.........................................................        2
        Section 1.4    Payment of Purchase Price..............................................        2
        Section 1.5    Opening of Escrow; Deposit.............................................        2
        Section 1.6    Deposit as Liquidated Damages..........................................        3
        Section 1.7    Escrow Holder..........................................................        3

ARTICLE II. TITLE AND SURVEY..................................................................        4

        Section 2.1    Contingency Periods....................................................        4
        Section 2.2    Title Examination......................................................        4
        Section 2.3    Permitted Exceptions...................................................        5
        Section 2.4    Conveyance of Title....................................................        5

ARTICLE III. REVIEW OF PROPERTY...............................................................        6

        Section 3.1    Deliveries by Seller...................................................        6
        Section 3.2    Right of Inspection....................................................        7
        Section 3.3    Right of Termination...................................................        7
        Section 3.4    Rights Upon Termination................................................        8
        Section 3.5    Service Contracts......................................................        8

ARTICLE IV. CLOSING...........................................................................        8

        Section 4.1    Time and Place.........................................................        8
        Section 4.2    Seller's Obligations at Closing........................................        9
        Section 4.3    Buyer's Obligations at Closing.............................. ..........       11
        Section 4.4    Credits and Prorations.................................................       11
        Section 4.5    Transaction Taxes and Closing Costs....................................       14
        Section 4.6    Conditions Precedent to Obligation of Buyer............................       15
        Section 4.7    Conditions Precedent to Obligation of Seller...........................       16

ARTICLE V. REPRESENTATIONS, WARRANTIES AND COVENANTS..........................................       16

        Section 5.1    Representations and Warranties of Seller...............................       16
        Section 5.2    Survival of Seller's Representations and Warranties....................       17
        Section 5.3    Covenants of Seller....................................................       18
        Section 5.4    Representations and Warranties of Buyer................................       18
        Section 5.5    Survival of Buyer's Representations and Warranties.....................       38
        Section 5.6    Covenant of Buyer and Seller Re: 1031 Exchange.........................       19
        Section 5.7    Covenant of Buyer Re: Defeasance Loan..................................       20

ARTICLE VI. DEFAULT...........................................................................       20

        Section 6.1     Default by Buyer......................................................       20
        Section 6.2     Default by Seller.....................................................       20
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                                       i

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<S>                                                                                                  <C>
        Section 6.3    Recoverable Damages....................................................       20

ARTICLE  VII. RISK OF LOSS....................................................................       21

        Section 7.1    Minor Damage...........................................................       21
        Section 7.2    Major Damage ..........................................................       21
        Section 7.3    Definition of "Major" Loss or Damage...................................       21

ARTICLE VIII. COMMISSIONS ....................................................................       21

        Section 8.1    Brokerage Commissions .................................................       21

ARTICLE IX. DISCLAIMERS AND WAIVERS...........................................................       22

        Section 9.1    No Reliance on Documents...............................................       22
        Section 9.2    AS IS SALE; DISCLAIMERS................................................       22
        Section 9.3    Survival of Disclaimers................................................       23

ARTICLE X. MISCELLANEOUS .....................................................................       24

        Section 10.1   Confidentiality........................................................       24
        Section 10.2   Public Disclosure......................................................       24
        Section 10.3   Assignment.............................................................       24
        Section 10.4   Notices................................................................       25
        Section 10.5   Modifications ...................................... . ................       25
        Section 10.6   Natural Hazards Disclosure Act.........................................       26
        Section 10.7   Entire Agreement.......................................................       26
        Section 10.8   Further Assurances ....................................................       26
        Section 10.9   Counterparts...........................................................       26
        Section 10.10  Facsimile Signatures...................................................       26
        Section 10.11  Severability...........................................................       27
        Section 10.12  Applicable Law ........................................................       27
        Section 10.13  No Third-Party Beneficiary.............................................       27
        Section 10.14  Captions...............................................................       27
        Section 10.15  Construction...........................................................       27
        Section 10.16  Recordation ...........................................................       27
        Section 10.17  Time of the Essence ...................................................       27
</TABLE>

EXHIBITS

A    -  DESCRIPTION OF LAND
B    -  LIST OF PERSONAL PROPERTY
C    -  ESCROW HOLDER'S GENERAL PROVISIONS
D    -  FORM OF  DEED
E    -  FORM OF BILL OF SALE
G    -  FORM OF ASSIGNMENT OF LEASES
F    -  FORM OF ASSIGNMENT OF CONTRACTS
G    -  FORM OF TENANT NOTICE
H-1  -  FORM OF FIRPTA  CERTIFICATE
H-2  -  FORM OF CALFIRPTA CERTIFICATE

                                       ii

<PAGE>

                           PURCHASE AND SALE AGREEMENT
                             AND ESCROW INSTRUCTION

         THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this
"Agreement") is made effective as of December 8, 2003 (the "Effective Date"), by
and between IGP X SHADOW RIDGE MEADOWS, LTD., a California limited partnership
("Seller"), and MARK GOSSELIN, TRUSTEE OF THE MARK GOSSELIN TRUST DATED OCTOBER
31, 2001 ("Buyer").

                                   ARTICLE I.
                               PURCHASE AND SALE

         Section 1.1 Agreement of Purchase and Sale. Subject to the terms and
conditions hereinafter set forth, Seller agrees to sell and convey to Buyer, and
Buyer agrees to purchase from Seller, the following:

         (a)      that certain tract(s) or parcel(s) of land situated in the
City of Vista, County of San Diego, California, consisting of approximately 9.11
acres of land and more particularly described in Exhibit "A" attached hereto and
made a part hereof, together with all rights and appurtenances pertaining to
such property, including any right, title and interest of Seller in and to
adjacent streets, alleys or rights-of-way, and other easements or appurtenances
used in connection with the beneficial use and enjoyment of the Real Property
(defined below), as well as all development rights, air rights, water, water
rights and water stock relating to the Real Property (the property described in
clause (a) of this Section 1.1 being herein referred to collectively as the
"Land");

         (b)      the building located on the Land, consisting of approximately
a 184-unit residential apartment complex, commonly known as Shadow Ridge
Meadows, and any and all other buildings, structures, fixtures and other
improvements affixed to or located on the Land, excluding fixtures owned by
tenants (the property described in clause (b) of this Section 1.1 being herein
referred to collectively as the "Improvements");

         (c)      any and all of Seller's right, title and interest in and to
all tangible personal property located upon the Land or within the Improvements,
including, without limitation, any and all laundry equipment, appliances,
furniture, carpeting, draperies and curtains, tools and supplies, and other
items of personal property owned by Seller, located on and used exclusively in
connection with the operation of the Land and the Improvements, which personal
property includes without limitation the personal property listed on Exhibit "B"
attached hereto (the property described in clause (c) of this Section 1.1 being
herein referred to collectively as the "Personal Property");

         (d)      any and all of Seller's right, title and interest in and to
the leases, licenses, and occupancy agreements covering all or any portion of
the Real Property (as such term is defined in Section 1.2 hereof), to the extent
they are in effect on the date of the Closing (as such term is defined in
Section 4.1 hereof) (the property described in clause (d) of this Section 1.1

                                  Page 1 of 28

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being referred to collectively as the "Leases"), together with all rents and
other sums due thereunder (the "Rents") and any and all unapplied security
deposits in Seller's possession in connection therewith (the "Security
Deposits"), and

         (l)      any and all of Seller's right, title and interest in and to
(i) all assignable contracts and agreements (collectively, the "Service
Contracts") a list of which shall be provided by Seller within ten (10) business
days of the Effective Date, relating to the upkeep, repair, maintenance or
operation of the Land, Improvements or Personal Property, (ii) all assignable
existing warranties and guaranties (express or implied) issued to Seller in
connection with the Improvements or the Personal Property, and (iii) all
assignable existing permits, licenses, approvals and authorizations issued by
any governmental authority in connection with the Property, (iii) all rights to
use any trade name or trademark used in connection with the Property (the
property described in clause (e) of this Section 1.1 being sometimes herein
referred to collectively as the "Intangibles").

         Section 1.2 Property Defined. The Land and the Improvements are
hereinafter sometimes referred to collectively as the "Real Property." The Real
Property, the Personal Property, the Leases and the Intangibles are hereinafter
sometimes referred to collectively as the "Property."

         Section 1.3 Purchase Price. Seller is to sell and Buyer is to purchase
the Property for the amount of Twenty Seven Million Six Hundred Thousand Dollars
($27,600,000.00) (the "Purchase Price").

         Section 1.4 Payment of Purchase Price. The Purchase Price, as increased
or decreased by prorations and adjustments as herein provided, shall be payable
in full at Closing in cash by wire transfer of immediately available funds to a
bank account designated by Seller in writing to Buyer prior to the Closing. On
or before 12:00 p.m. on the Closing Date, Buyer shall deposit into Escrow (as
defined in Section 1.5 below), in cash or other immediately available funds, the
full amount of the Purchase Price, as increased or decreased by prorations and
adjustments as herein provided, minus the amount of the Deposit previously
deposited by Buyer into Escrow.

         Section 1.5 Opening of Escrow; Deposit. Within three (3) business days
after the execution and delivery of this Agreement, Buyer shall deposit with
Stewart Title Company (the "Escrow Holder"), having its office at 3111 Camino
Del Rio North, Suite 900, San Diego, CA Attention: John Demas, a fully executed
original of this Agreement and the sum of Two Hundred Fifty Thousand Dollars
($250,000.00) (the "Initial Deposit") in good funds either by certified bank or
cashier's check or by federal wire transfer. Within three (3) business days
after expiration of the Contingency Period (as defined in Section 2.1 below),
unless Buyer has elected to terminate this Agreement in the manner set forth
herein, Buyer shall deposit the additional sum of Two Hundred and Fifty Thousand
Dollars ($250,000.00) (the "Additional Deposit") in good funds either by
certified bank or cashier's check or by federal wire transfer. The Initial
Deposit and the Additional Deposit are hereinafter collectively referred to as
the "Deposit". Escrow Holder shall hold the Deposit in an interest-bearing
account of a federally insured bank or savings and loan association acceptable
to Buyer, and shall otherwise handle the Deposit in

                                  Page 2 of 28

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shall be credited to the Purchase Price upon the close of Escrow. Buyer shall be
responsible for the payment of all costs and fees imposed on the Deposit
account. The failure of Buyer to timely deliver any portion of the Deposit
hereunder shall be a material default, and shall entitle Seller, at Seller's
sole option, to terminate this Agreement immediately. Except as otherwise
specifically provided in Sections 3.4 and 6.2, and Article VII hereof, the
Deposit and the accrued interest thereon shall be (i) nonrefundable upon
expiration of the Contingency Period and (ii) released to Seller without the
necessity of further instruction from Buyer upon expiration of the Contingency
Period. Should Seller thereafter be obligated to close the Escrow and fail or
refuse to do so, Seller shall return the Deposit and the accrued interest
thereon to Buyer upon Buyer's written demand therefore.

         Section 1.6 Deposit as Liquidated Damages. AFTER THE EXPIRATION OF THE
CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED
HEREUNDER IS NOT CONSUMMATED BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT,
THE DEPOSIT (NOT INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF)
SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL
CODE SECTIONS 1671 AND 1677. SELLER'S ACTUAL DAMAGES IN THE EVENT THE SALE IS
NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE
EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE
PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER
NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND NOT A
PENALTY, AND SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING
FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE AND
ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL
THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER
PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE
WITH THIS AGREEMENT. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6. BELOW,
BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE
PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY
COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT
THE TIME THIS AGREEMENT WAS EXECUTED.

     /s/ DWM                                 /s/ MG
    ----------------------                 -------------------------
     SELLER'S INITIALS                       BUYER'S  INITIALS

         Section 1.7 Escrow Holder. Escrow Holder shall hold and dispose of the
Deposit in accordance with the terms of this Agreement. If Escrow Holder is in
doubt as to its duties or obligations with regard to the Deposit, or if Escrow
Holder receives conflicting instructions from Buyer and Seller with respect to
the Deposit, Escrow Holder shall not be required to disburse the Deposit and
may, at its option, continue to hold the Deposit until both Buyer and Seller
agree as to its disposition, or until a final judgment is entered by a court of
competent jurisdiction directing its disposition, or Escrow Holder may
interplead the Deposit in accordance with the

                                  Page 3 of 27

<PAGE>

accordance with the terms, and conditions of this Agreement. All interest
accrued on the Deposit shall be credited to the Purchase Price upon the close of
Escrow. Buyer shall be responsible for the payment of all costs and fees imposed
on the Deposit account. The failure of Buyer to timely deliver any portion of
the Deposit hereunder shall be a material default, and shall entitle Seller, at
Seller's sole option, to terminate this Agreement immediately. Except as
otherwise specifically provided in Sections 3.4 and 6.2, and Article VII hereof,
the Deposit and the accrued interest thereon shall be (i) nonrefundable upon
expiration of the Contingency Period and (ii) released to Seller without the
necessity of further instruction from Buyer upon expiration of the Contingency
Period. Should Seller thereafter be obligated to close the Escrow and fail or
refuse to do so, Seller shall return the Deposit and the accrued interest
thereon to Buyer upon Buyer's written demand therefore.

         Section 1.6 Deposit as Liquidated Damages. AFTER THE EXPIRATION OF THE
CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED
HEREUNDER IS NOT CONSUMMATED BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT,
THE DEPOSIT (NOT INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF)
SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL
CODE SECTIONS 1671 AND 1677. SELLER'S ACTUAL DAMAGES IN THE EVENT THE SALE IS
NOT CONSUMMATED ARE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE
EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE
PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER
NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND NOT A
PENALTY, AND SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING
FROM A FAILURE OF THE SALE TO CLOSE. IN ADDITION, BUYER SHALL PAY ALL TITLE AND
ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL
THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER
PARTY DUE TO THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE
WITH THIS AGREEMENT. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6. BELOW,
BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE
PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY
COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT
THE TIME THIS AGREEMENT WAS EXECUTED.

            /s/ DWM                          /s/ MG
        -------------------------        -------------------------
            SELLER'S INITIALS                BUYER'S  INITIALS

         Section 1.7 Escrow Holder. Escrow Holder shall hold and dispose of the
Deposit in accordance with the terms of this Agreement. If Escrow Holder is in
doubt as to its duties or obligations with regard to the Deposit, or if Escrow
Holder receives conflicting instructions from Buyer and Seller with respect to
the Deposit, Escrow Holder shall not be required to disburse the Deposit and
may, at its option, continue to hold the Deposit until both Buyer and Seller
agree as to its disposition, or until a final judgment is entered by a court of

                                  Page 3 of 28

<PAGE>

competent jurisdiction directing its disposition, or Escrow Holder may
interplead the Deposit in accordance with the laws of the state in which the
Property is located. Escrow Holder's General Provisions are attached hereto as
Exhibit "C" and made a part hereof.

                                   ARTICLE II.
                                TITLE AND SURVEY

         Section 2.1 Contingency Periods. During the period beginning on the
Effective Date and ending at 5:00 p.m. (local time at the Property) on that date
which is thirty (30) days following the Effective Date (hereinafter referred to
as the "Contingency Period"). Buyer shall have the right to review: (a) a
current preliminary title report covering the Property, all underlying
exceptions and maps referenced therein, and a map prepared by the Title Company
plotting the location of all easements affecting the Property, Which shall be
obtained by Seller, at Seller's cost; (b) copies of the most recent property tax
bills for the Property, and (c) a copy of the most current survey of the Real
Property in Seller's possession, if any (the items referred to in clauses (a)
through (c) of this Section 2.1 are hereinafter referred to as the "Title
Contingency Items"). Seller shall deliver or cause to be delivered to Buyer the
Title Contingency Items promptly after the Effective Date but in no event later
than ten (10) business days after the Effective Date. During the Contingency
Period, Buyer shall also have the right to review a new or updated survey of the
Real Property prepared by a licensed surveyor or engineer, obtained by Buyer at
Buyer's sole cost (the "Survey").

         Section 2.2 Title Examination. Buyer shall notify Seller in a
reasonably detailed writing (the "Title Notice") prior to the expiration of the
Contingency Period which exceptions to title (including survey matters), if any,
will not be accepted by Buyer and the specific reasonable grounds for
disapproval thereof. Any exception to title, which Buyer fails to disapprove
prior to the expiration of the Contingency Period, shall be deemed conclusively
to have been approved by Buyer. If Buyer notifies Seller in writing that Buyer
objects to an exception to title, then Seller shall have five (5) business days
after receipt of the Title Notice to notify Buyer that Seller either (a) will
remove such objectionable exception from title on or before the Closing;
provided that Seller may extend the Closing for such period as shall be required
to effect such cure, but not beyond fifteen (15) days; or (b) elects not to
cause such exception to be removed (a "Non-Removal Notice"). If Seller fails to
notify Buyer of its election within said five (5) day period, then Seller shall
be deemed to have delivered a Non-Removal Notice as to that exception. The
procurement by Seller of a commitment for the issuance of the Title Policy or an
endorsement thereto reasonably satisfactory to Buyer and insuring Buyer against
any title exception, which was disapproved pursuant to this Section 2.2, shall
be deemed a cure by Seller of such disapproval, If Seller gives (or is deemed to
have given) Buyer a Non-Removal Notice, then Buyer shall have two (2) business
days within which to notify Seller in writing that Buyer elects to either (i)
nevertheless proceed with the purchase and take title to the Property subject to
such exceptions, or (ii) terminate this Agreement pursuant to the provisions of
Section 3.4 below. If Buyer fails to notify Seller in writing of its election
within said two (2) business day period, then Buyer shall be deemed to have
elected to terminate this Agreement Notwithstanding the foregoing, Buyer need
not disapprove any monetary lien representing monies owed, and Seller hereby
agrees to cause all such monetary liens (other than non-delinquent ad valorem
real estate taxes and assessments) to be removed at or prior to

                                  Page 4 of 28

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Closing. It Seller fails to remove any such monetary lien prior to Closing, then
Buyer shall apply such portion of the Purchase Price as is necessary to cause
the removal of such items prior to Closing and the proceeds of Escrow to be
otherwise distributed to Seller upon Closing shall he reduced by the amount so
applied. The operation of the notice and approval provisions of this Section 2.2
shall extend the Contingency Period only as to those matters which Buyer has
disapproved as of the original expiration of the Contingency Period and only
until such time as Buyer has either approved (or have been deemed to approved)
the condition of title to the Real Property or elected to terminate this
Agreement. Should a supplemental preliminary title report ("Supplemental PTR")
be issued by the Title Company (defined below) disclosing additional title
exceptions that affect the condition of title to the Property, then (a) the
provisions of this Section 2.2 shall apply to the new exceptions disclosed by
the Supplemental PTR, (b) Buyer's time period for disapproval of any matter
disclosed in the supplemental PTR shall extend to the later of (i) the end of
the Contingency Period or (ii) five (5) business days following Buyer's receipt
of the Supplemental PTR. If necessary, the Close of Escrow shall be
automatically extended to the extent necessary to accommodate the approval
procedures of this Section 2.2 above.

         Section 2.3 Permitted Exceptions. The Property shall be conveyed
subject to the following matters, which arc hereinafter referred to as the
"Permitted Exceptions":

         (a)      those matters that either approved or deemed approved by Buyer
in accordance with Section 2.2 hereof;

         (b)      the rights of tenants under the Leases;

         (c)      the lien of all ad valorem real estate taxes and assessments
not yet due and payable as of the date of Closing, subject to proration as
herein provided;

         (d)      local, state and federal laws, ordinances or governmental
regulations, including but not limited to building and zoning laws, ordinances
and regulations, now or hereafter in effect relating to the Property; and

         (e)      items shown on the Survey and not objected to by Buyer, or
waived or deemed waived by Buyer in accordance with Section 2.2 hereof.

         Section 2.4 Conveyance of Title. At Closing, Seller shall convey and
transfer to Buyer fee simple title to the Real Property by execution and
delivery of the Deed (as defined in Section 4.2(a) hereof). Evidence of delivery
of such title shall be the issuance by Stewart Title Insurance Company (the
"Title Company"), or another national title company mutually approved by Buyer
and Seller, of a CLTA Standard Coverage Owner's Policy of Title Insurance (the
"Title Policy") covering the Real Property, in the full amount of the Purchase
Price, showing fee title to the Property vested exclusively in Buyer, subject
only to the Permitted Exceptions. Buyer may obtain an ALTA Extended Coverage
Owner's Policy of Title Insurance so long as the Closing is not thereby delayed.
Buyer shall pay the additional premium for such policy and the cost of any
required ALTA survey.

                                  Page 5 of 28
<PAGE>

                                  ARTICLE III.
                               REVIEW OF PROPERTY

                  Section 3.1 Deliveries by Seller. Within three (3) business
days after the date of the Effective Date, Seller shall deliver to Buyer or its
designated representative, at Seller's sole cost and expense, a true and
complete copy of the following due diligence materials provided such materials
exist and are within Seller's possession or control (collectively, the "Due
Diligence Documents"):

                  (a)      True, correct and complete copies of any and all
apartment leases and rental agreements affecting the Property;

                  (b)      A complete and current rent roll for the Property
listing the unit number, tenant name, rental rate, security and other deposit
(whether or not refundable), unpaid rents and delinquencies, lease expiration
date and any option or other special rights or privileges or concessions for
each rental unit in the Property;

                  (c)      Copies of all insurance policies and accompanying
Certificates of Insurance affecting the Property, together with a description
and current status of all claims made against such policies during the three
years prior to the Effective Date;

                  (d)      Copies of the health permit for the pool;

                  (e)      Copies of all real and personal properly tax and
assessment bills affecting the Property for the last fiscal year;

                  (f)      Copies of all soil reports or other geologic studies,
environmental studies, ADA compliance surveys or studies, engineering studies,
as-built and draft plans and specifications, and surveys in Seller's possession
relating to the Property;

                  (g)      Copies of all Service Contracts affecting the
Property, including, without limitation, the (1) laundry equipment lease, (2)
landscape maintenance contract, (3) pest control contract, (4) pool service
contract, and (5) properly management contract;

                  (h)      Copies of any and all bids for capital improvements
and repairs to the Property obtained by Seller with respect to the two (2) years
preceding the Effective Date;

                  (i)      True and correct copies of the annual financial
statements concerning the operation of the Property for fiscal years 2001 and
2002, plus monthly management reports and/or financial statements and utility
bills for each month of 2003; and

                  (j)      A disclosure statement certified by Seller disclosing
to Buyer, based on Seller's Knowledge (as defined in Section 5.1 below), the
existence of any material defects affecting the Property, including, without
limitation, construction defects and any mold issues affecting the Property
whether or not such defects were previously repaired;

                                  Page 6 of 28
<PAGE>

                  Section 3.2 Right of Inspection. During the Contingency
Period, Buyer shall, at its own cost and expense, have the right to make a
physical inspection of the Real Property, including without limitation, (a) an
inspection of the environmental condition thereof pursuant to the terms and
conditions of this Agreement, (b) inspections, tests and studies of the Property
as Buyer shall deem appropriate, including, without limitation, soils studies
and engineering studies; (c) investigation of zoning laws and all other
governmental rules and regulations relating to the Property; (d) inspection of
the construction of any subsurface improvements appurtenant to the Property; (e)
investigation of any other aspect of the Property and its suitability for
acquisition which Buyer deems relevant; and (f) examination of documents and
files located at the Property or the property manager's office concerning the
leasing, maintenance and operation of the Property, but excluding Seller's
partnership or corporate records, internal memoranda, financial projections,
budgets, appraisals, accounting and tax records and similar proprietary,
confidential or privileged information (collectively, the "Confidential
Documents"). If required by law, Seller shall use its best efforts to provide a
Natural Hazards Disclosure Statement to Buyer pursuant to Section 10.6.

         Any on-site inspections of the Property shall occur only (i) at
reasonable times agreed upon by Seller and Buyer after at least one (1) business
day's prior written notice to Seller; (ii) in a manner that will not
unreasonably damage the Property, unreasonably disturb or disrupt the business
activities of Seller or unreasonably interfere with the use of the Property by
Seller or its tenants; and (iii) after delivery of evidence satisfactory to
Seller that adequate public liability and other insurance respecting such work
has been obtained by Buyer naming as additional insureds Seller and any other
person or entity designated by Seller as having an insurable interest in the
same. Seller may have a representative present during any such inspections. If
Buyer desires to do any invasive testing at the Property, Buyer shall do so only
after notifying Seller and obtaining Seller's prior written consent thereto,
which consent may be subject to any terms and conditions imposed by Seller in
its reasonable discretion, including, without limitation, the prompt restoration
of the Property to substantially its condition prior to any such inspections or
tests, at Buyer's sole cost and expense. Buyer shall keep the Property free and
clear of any liens arising out of Buyer's entry onto or inspection of the
Property. At Seller's option, Buyer will furnish to Seller copies of any reports
received by Buyer relating to any inspection of the Property, without
representation or warranty of any kind (express, implied or otherwise) as to the
content and accuracy thereof, and at no charge to Seller other than the costs of
reproduction. Buyer agrees to protect, indemnify, defend (with counsel
satisfactory to Seller) and hold Seller harmless from and against any claim for
liabilities, losses, costs, expenses (including reasonable attorneys' fees),
damages or injuries arising out of, or directly resulting from the inspection of
the Property by Buyer or its agents or consultants, and notwithstanding anything
to the contrary in this Agreement, such obligation to indemnify and hold
harmless Seller shall survive Closing or any termination of this Agreement.
Buyer shall have the right to make a final walk through inspection of the
Property prior to the Closing (defined below) to confirm that there have been no
material changes to the Property following its initial inspection during the
Contingency Period.

                  Section 3.3 Right of Termination. Prior to the expiration of
the Contingency Period, Buyer shall have the right to (i) terminate this
Agreement and the Escrow based upon Buyer's good faith disapproval of (the
condition of the Property or any matter contained within

                                  Page 7 of 28
<PAGE>

the Due Diligence Documents by providing Seller with written notice of
termination ("Termination Notice") or (ii) not terminate the Agreement and,
instead, provide Seller with written notice of such matters relating to the
condition of the Property or any matter contained within the Due Diligence
Documents that Buyer disapproves of (the "Disapproval Notice"). If Buyer
provides Seller with a Termination Notice prior to the expiration of the
Contingency Period, then this Agreement shall terminate in accordance with the
provisions of Section 3.4 below. If Buyer provides Seller with a Disapproval
Notice, Seller shall have three (3) business days to respond whether or not
Seller shall agree upon and/or remedy any or all of the items set forth in
Buyer's Disapproval Notice ("Seller's Response Notice"). Seller's failure to
respond shall be deemed Seller's election to not remedy all of the items set
forth in Buyer's Disapproval Notice and shall be deemed delivery of such notice
as of the fifth day following the Disapproval Notice. In the event Seller does
not elect to remedy all of the items set forth in Buyer's Disapproval Notice,
Buyer shall then have three (3) business days upon receipt of Seller's Response
Notice, in which to elect to either (i) purchase the Property based on Seller's
Response Notice, (ii) purchase the Property based on the terms of the Agreement,
or (iii) terminate this Agreement, in which case, the Deposit shall be returned
to Buyer. If Buyer fails to give Seller a Termination Notice or Disapproval
Notice prior to the expiration of the Contingency Period, then Buyer shall be
deemed to have approved all aspects of the Property, including, but not limited
to all Service Contracts (except title and survey, which shall be governed by
Article II hereof) and to have elected to proceed with the purchase of the
Property pursuant to the terms hereof.

                  Section 3.4 Rights Upon Termination. If this Agreement is
terminated by Buyer in the manner and within the applicable time period(s)
provided pursuant to any of Sections 2.2, 3.3, or Article VII, or because of a
failure of a condition precedent to Buyer's obligations hereunder as set forth
in Section 4.6 below, then (i) the Deposit plus all accrued interest thereon
shall be returned to Buyer, (ii) all instruments in Escrow shall be returned to
the party depositing the same, (iii) Buyer shall return all items previously
delivered by Seller to Buyer, (iv) Buyer and Seller shall each pay one-half
(1/2) of all Escrow and title cancellation charges, and (iv) neither party shall
have any further rights, obligations or liabilities whatsoever to the other
party concerning the Property by reason of this Agreement, except for any
indemnity obligations of either party pursuant to the provisions of this
Agreement or otherwise expressly stated in this Agreement to survive
termination. The provisions of this Section 3.4 shall survive the Closing.

                  Section 3.5 Service Contracts. Prior to the expiration of the
Contingency Period, Buyer shall provide Seller with written notice stating which
Service Contracts, if any, Buyer shall elect to assume as of Closing (the
"Approved Service Contracts"). All other Service Contracts shall be terminated
by Seller as of the Closing Date at Seller's sole cost and expense.

                                   ARTICLE IV.
                                     CLOSING

                  Section 4.1 Time and Place. The consummation of the
transaction contemplated hereby (the "Closing") shall be consummated on or
before that day which is sixty (60) days following the date on which Seller
notifies Buyer that Seller has obtained approval of the partners and investors
of Seller of the transaction contemplated by this Agreement in

                                  Page 8 of 28
<PAGE>

accordance with Section 4.7 below, provided, however, if such day is not a
business day, then the Closing shall occur on the next following business day
(the "Closing Date"). Provided Buyer shall not be in default hereunder, Buyer
may, at its election, extend the Closing Date for one (1) period of thirty (30)
days ("Extension Period") upon delivering to Seller and Escrow Holder of written
notice of its election to so extend the Closing Date not less than five (5)
business days prior to the then scheduled Closing Date.

         The Closing shall be consummated through the Escrow administered by
Escrow Holder. At the Closing, Seller and Buyer shall perform the obligations
set forth in, respectively, Section 4.2 and Section 4.3 hereof, the performance
of which obligations shall be concurrent conditions.

                  Section 4.2 Seller's Obligations at Closing. Prior to Closing,
Seller shall:

                  (a)      deliver to Buyer through Escrow a duly executed and
acknowledged grant deed in the form attached hereto as Exhibit "D" (the "Deed")
subject only to the following title exceptions approved by Buyer:

                           (i)      A lien to secure payment of real estate
taxes and assessments, not delinquent;

                           (ii)     The lien of supplemental taxes for the
subject transaction (but not for any transaction which occurred prior to the
Close of Escrow), which may be assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code;

                           (iii)    Building code, use or occupancy restrictions
and zoning and building laws and ordinances of the federal, state, municipal,
city and other governmental authorities having jurisdiction over the Property;

                           (iv)     All matters which would be disclosed by a
visual inspection or survey of the Property (including the occupancy rights of
the apartment tenants); and

                           (v)      Exceptions which are disclosed by the Title
Contingency Items which are approved or deemed to be approved by Buyer in
accordance with Section 2.2 above, and documents to be recorded at the Closing
as provided herein.

                  (b)      deliver to Buyer through Escrow a duly executed bill
of sale in the form attached hereto as Exhibit "E" (the "Bill of Sale");

                  (c)      assign to Buyer, and Buyer shall assume through
Escrow the landlord/lessor interest in and to the Leases, Rents, and Security
Deposits, by duly executed assignment and assumption agreement (the "Assignment
of Leases") in the form attached hereto as Exhibit "F";

                  (d)      to the extent assignable, assign to Buyer, and Buyer
shall assume, through Escrow Seller's interest in the Approved Service Contracts
and the other intangibles by duly

                                  Page 9 of 28
<PAGE>

executed assignment and assumption agreement (the "Assignment of Contracts") in
the form attached hereto as Exhibit "G";

                  (e)      join with Buyer to execute notices in the form
attached hereto as Exhibit "H" (the "Tenant Notices"), which Buyer shall send to
each tenant under each of the Leases promptly after the Closing, informing such
tenant of the sale of the Property and of the assignment to Buyer of Seller's
interest in, and obligations under, the Leases (including, if applicable, any
Security Deposits), and directing that all Rent and other sums payable after the
Closing under such Leases be paid as set forth in the notice;

                  (f)      if any representation or warranty of Seller needs to
be modified due to changes since the Effective Date, deliver to Buyer a
certificate, dated as of the date of Closing and executed on behalf of Seller by
a duly authorized officer thereof, identifying any representation or warranty
which is not, or no longer is, true and correct and explaining the state of
facts giving rise to the change. In no event shall Seller be liable to Buyer
for, or be deemed to be in default hereunder by reason of, any breach of
representation or warranty which results from any change that (i) occurs between
the Effective Date and the date of Closing, and (ii) is expressly permitted
under the terms of this Agreement or is beyond the reasonable control of Seller
to prevent. The occurrence of a change in a representation and warranty which is
not permitted hereunder or is beyond the reasonable control of Seller to prevent
shall, if materially adverse to Buyer, constitute the non-fulfillment of the
condition set forth in Section 4.6(b) hereof. If, despite changes or other
matters described in such certificate, the Closing occurs, Seller's
representations and warranties set forth in this Agreement shall be deemed to
have been modified by all statements made in such certificate;

                  (g)      deliver to the Title Company such evidence as the
Title Company may reasonably require as to the authority of the Person or
persons executing documents on behalf of Seller;

                  (h)      deliver to Buyer certificates in the form attached
hereto as Exhibit "I-1" and "I-2" duly executed by Seller;

                  (i)      deliver to Buyer outside of Escrow the Leases and the
Service Contracts, together will such leasing and property files and records
located at the Property or the property manager's office which are material in
connection with the continued operation, leasing and maintenance of the
Property, but excluding any Confidential Documents;

                  (j)      deliver such affidavits as may be customarily and
reasonably required by the Title Company, in a form reasonably acceptable to
Seller;

                  (k)      deliver to Buyer exclusive possession and occupancy
of the Property, subject to the Permitted Exceptions;

                  (l)      execute and deliver a closing statement acceptable to
Seller; and

                  (m)      deliver such additional documents as shall be
reasonably required to consummate the transaction contemplated by this
Agreement.

                                  Page 10 of 28
<PAGE>

                  Section 4.3 Buyer's Obligations at Closing. At, or prior to

Closing, Buyer shall:

                  (a)      pay to Seller through Escrow the full amount of the
Purchase Price (which amount shall include the Deposit and all accrued interest
as provided herein), as increased or decreased by prorations and adjustments as
herein provided, in immediately available wire transferred funds pursuant to
Section 1.4 hereof;

                  (b)      join Seller in execution and delivery through Escrow
of the Assignment of Leases, Assignment of Contracts and Tenant Notices;

                  (c)      if any representation or warranty of Buyer set forth
in Section 5.4 hereof needs to be modified due to changes since the Effective
Date, deliver to Seller a certificate, dated as of the date of Closing and
executed on behalf of Buyer by a duly authorized representative thereof,
identifying any such representation or warranty which is not, or no longer is,
true and correct and explaining the state of facts giving rise to the change. In
no event shall Buyer he liable to Seller for, or be deemed to be in default
hereunder by reason of any breach of representation or warranty set forth in
Section 5.4 hereof which results from any change that (i) occurs between the
Effective Date and the date of Closing and (ii) is expressly permitted under the
terms of this Agreement or is beyond the reasonable control of Buyer to prevent.
The occurrence of a change in a representation or warranty which is not
permitted hereunder or is beyond the reasonable control of Buyer to prevent
shall, if materially adverse to Seller, constitute [he non-fulfillment of the
conditions set forth in Section 4.7(c) hereof. If, despite changes or other
matters described in such certificate, the Closing occurs, Buyer's
representations and warranties set forth in this Agreement shall be deemed to
have been modified by all statements made in such certificate;

                  (d)      deliver to Seller such evidence as the Title Company
may reasonably require as to the authority of the person or persons executing
documents on behalf of Buyer;

                  (e)      deliver such affidavits, as may be customarily and
reasonably required by the Title Company, in a form reasonably acceptable to
Buyer;

                  (f)      execute and deliver a closing statement acceptable to
Buyer; and

                  (g)      deliver such additional documents as shall be
reasonably required to consummate the transaction contemplated by this
Agreement.

                  Section 4.4 Credits and Prorations.

                  (a)      All income and expenses of the Properly shall be
apportioned as of 12:01 a.m. on the day of Closing as if Buyer were vested with
title to the Property during the entire day upon which Closing occurs. Such
prorated items include without limitation the following:

                           (i)      Rents for the calendar month in which
Closing occurs, as determined by the Seller's rent roll;

                                  Page 11 of 28
<PAGE>

                           (ii)     taxes and assessments (including personal
property taxes on the Personal Property) levied against the Property;

                           (iii)    utility charges for which Seller is liable,
if any, such charges to be apportioned at Closing on the basis of the most
recent meter reading occurring prior to Closing (dated not more than fifteen
(15) days prior to Closing) or, if unmetered, on the basis of a current bill for
each such utility.

                           (iv)     the monthly rent paid by the provider of
laundry services under a laundry lease assumed by Buyer, along with the bonus
paid as of the entry into such lease, provided over the term of such lease;

                           (v)      payment of maintenance services, such as
janitorial services, guard services and similar services;

                           (vi)     any other operating expenses or other items
pertaining to the Property which are customarily prorated between a buyer and a
seller in the County in which the Property is located.

                  (b)      Notwithstanding anything contained in Section 4.4(a)
hereof:

                           (i)      At Closing, (A) Seller shall, at Seller's
option, either deliver to Buyer any Security Deposits actually held by Seller
pursuant to the Leases or credit to the account of Buyer the amount of such
Security Deposits (to the extent such Security Deposits have not been applied
against Delinquent Rents prior to the Effective Date or otherwise as provided in
the Leases), and (B) Buyer shall credit to the account of Seller all refundable
cash or other deposits posted with utility companies serving the Property, or,
at Seller's option, Seller shall be entitled to receive and retain such
refundable cash and deposits,

                           (ii)     Any taxes paid at or prior to Closing shall
be prorated based upon the amounts actually paid. If taxes and assessments due
and payable during the year of Closing have not been paid before Closing, Seller
shall be charged at Closing an amount equal to that portion of such taxes and
assessments which relates to the period before Closing and Buyer shall pay the
taxes and assessments prior to their becoming delinquent. Any such apportionment
made with respect to a tax year for which the tax rate or assessed valuation, or
both, have not yet been fixed shall be based upon the tax rate and/or assessed
valuation fixed. To the extent that the actual taxes and assessments for the
current year differ from the amount apportioned at Closing, the parties shall
make all necessary adjustments by appropriate payments between themselves within
thirty (30) days after such amounts are determined following Closing, subject to
the provisions of Section 4.4(d) hereof. Buyer shall pay all supplemental taxes
resulting from the change in ownership and reassessment occurring as the result
of the Closing pursuant to this Agreement;

                           (iii)    Charges referred to in Section 4.4(a) hereof
which are payable by any tenant to a third party shall not be apportioned
hereunder, and Buyer shall accept title subject to any of such charges unpaid
and Buyer shall look solely to the tenant responsible therefor for the payment
of such charges. If Seller shall have paid any of such charges on behalf of any

                                  Page 12 of 28
<PAGE>

tenant, and shall not have been reimbursed therefor by the time of Closing,
Buyer shall credit to Seller an amount equal to all such charges so paid by
Seller;

                           (iv)     As to utility charges referred to in Section
4.4(a)(iii) hereof, Seller may upon notice to Buyer elect to pay one or more of
all of said items accrued to the date hereinabove fixed for apportionment
directly to the person or entity entitled thereto, and to the extent Seller so
elects, such item shall not be apportioned hereunder, and Seller's obligation to
pay such item directly in such case shall survive the Closing or any termination
of this Agreement;

                           (v)      Unpaid and delinquent Rent collected by
Seller and Buyer after the date of Closing shall be delivered as follows: (a) if
Seller collects any unpaid or delinquent Rent for the Properly, Seller shall,
within fifteen (15) days after the receipt thereof, deliver to Buyer any such
Rent which Buyer is entitled to hereunder relating to the date of Closing and
any period thereafter, and (b) if Buyer collects any unpaid or delinquent Rent
from the Property, Buyer shall, within fifteen (15) days after the receipt
thereof, deliver to Seller any such Rent which Seller is entitled to hereunder.
If delinquent rent is in arrears for a period prior to the calendar month in
which Closing occurs, then rents collected by Buyer shall first be applied to
current rent and then to delinquent rent.

         Buyer will use commercially reasonable efforts after the closing to
collect all Rents in the usual course of Buyer's operation of the Property, but
Buyer will not be obligated to institute any lawsuit or other collection
procedures to collect delinquent Rents. Seller may attempt to collect any
delinquent Rents owed to Seller and, after prior written notice to Buyer. may
institute any lawsuit or collection procedures, but may not evict any tenant or
file an unlawful detainer proceeding. If there shall be any Rents or other
charges under any Leases which, although relating to a period prior to Closing,
do not become due and payable until after Closing or are paid prior to Closing
but are subject to adjustment after Closing (such as year end common area
expense reimbursements and the like), then any Rents or charges of such type
received by Buyer or its agents or Seller or its agents subsequent to Closing
shall, to the extent applicable to a period extending through the Closing, be
prorated between Seller and Buyer as of Closing and Seller's portion thereof
shall be remitted promptly to Seller by Buyer together with a detailed
accounting certified by Buyer's chief financial officer.

                  (c)      Seller may prosecute an appeal of the real properly
tax assessment for any tax years to and including the tax year in which the
Closing occurs, ami may take related action which Seller deems appropriate in
connection therewith. Buyer shall cooperate with Seller in connection with such
appeal and collection of a refund of teal properly taxes paid, provided that
Buyer shall not be obligated to incur any cost in doing so. Seller owns and
holds all right, title and interest in and to such appeal and refund respecting
time periods up to (but not including) the Closing Date, and all amounts payable
in connection therewith shall be paid directly to Seller by the applicable
authorities. If Buyer receives such refund or any part thereof, then Buyer shall
promptly pay such amount to Seller. Any refund received by Seller shall be
distributed as follows: first, to reimburse Seller for all costs incurred in
connection with the appeal; second, with respect to refunds payable to tenants
of the Real Property pursuant to the Leases, to such tenants in accordance with
the terms of such Leases; and third, to Seller to the extent such appeal

                                  Page 13 of 28
<PAGE>

covers the period prior to the Closing, and to Buyer to the extent such appeal
covers the period as of the Closing and thereafter. If and to the extent any
such appeal covers the period after the Closing, Buyer shall have the right to
participate in such appeal.

                  (d)      Except as otherwise provided herein, any revenue or
expense amount which cannot be ascertained with certainly as of Closing shall be
prorated on the basis of the parties' reasonable estimates of such amount, and
shall be the subject of a final probation sixty (60) days after Closing, or as
soon thereafter as the precise amounts can be ascertained. Buyer shall promptly
notify Seller when it becomes aware that any such estimated amount has been
ascertained. Once all revenue and expense amounts have been ascertained, Buyer
shall prepare, and certify as correct, a final proration statement, which shall
be subject to Seller's approval. Upon Seller's acceptance and approval of any
final proration statement submitted by Buyer, such statement shall be
conclusively deemed to be accurate and final.

                  (e)      The provisions of this Section 4.4 shall survive the
Closing.

                  Section 4.5 Transaction Taxes and Closing Costs.

                  (a)      Seller and Buyer shall execute such returns,
questionnaires and other documents as shall be requited with regard to all
applicable real properly transaction taxes imposed by applicable federal, state
or local law or ordinance;

                  (b)      Seller shall pay the fees of any counsel representing
Seller in connection with this transaction. Seller shall also pay the following
costs and expenses:

                           (i)      one-half(1/2) of the escrow fee, if any,
which is charged by the Escrow Holder or Title Company;

                           (ii)     the premium for the CLTA Standard Coverage
Owner's Policy of Title Insurance to be issued to Buyer by the Title Company at
Closing;

                           (iii)    fees for recording the Deed;

                           (iv)     any documentary transfer tax or similar tax
(including, without limitation, City and County documentary transfer taxes, as
applicable) which becomes payable by reason of the transfer of the Property; and

                           (v)      the fees set forth in Section 8.1.

                  (c)      Buyer shall pay the fees of any counsel representing
Buyer in connection with this transaction. Buyer shall also pay the following
costs and expenses:

                           (i)      one-half (1/2) of the escrow fee, if any,
which is charged by the Escrow Holder or Title Company;

                           (ii)     the premium for the Owner's Policy of Title
Insurance to be issued to Buyer by the Title Company at Closing, and all
endorsements thereto, but only to the extent

                                  Page 14 of 28
<PAGE>

that those costs exceed the cost of a CLTA Standard Coverage Owner's Policy; and

                           (iii)    the cost of the Survey, if required by
Buyer's lender and/or the Title Company.

                  (d)      The Personal Property is included in this sale
without charge, Buyer shall be responsible for the amount of any and all sales
or similar taxes payable in connection with the transfer of the Personal
Property;

                  (e)      All costs and expenses incident to this transaction
and the Closing thereof, and not specifically described above, shall be paid by
the party incurring same; and

                  (f)      The provisions of this Section 4.5 shall survive the
Closing.

                  Section 4.6 Conditions Precedent to Obligation of Buyer. The
obligation of Buyer to consummate the transaction contemplated hereunder shall
be subject to the fulfillment on or before the date of Closing of all of the
conditions set forth in this Section 4.6 below, any or all of which may be
waived by Buyer in its sole and absolute discretion. In the event Buyer
terminates this Agreement due to the non-satisfaction of any such conditions,
then the termination provisions set forth in Section 3.4 above shall apply.

                  (a)      Seller shall have delivered to Buyer all of the items
required to be delivered to Buyer pursuant to the terms of this Agreement,
including but not limited to, those provided for in Section 4.2 hereof;

                  (b)      All of the representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects
as of the date of Closing; and

                  (c)      Seller shall have performed and observed, in all
material respects, all covenants and agreements of this Agreement to be
performed and observed by Seller as of the date of Closing;

                  (d)      The physical condition of the Properly shall be
substantially the same on the day of Closing as on the date of the execution of
this Agreement, reasonable wear and tear, and loss by casualty (as permitted
under this Agreement) excepted. As of the day of Closing and unless disclosed
to, and waived by, Buyer as provided below, there shall be no litigation or
administrative agency or other government proceeding of any kind whatsoever,
pending or threatened, that after Closing would, in Buyer's reasonable
discretion, materially and adversely affect the value of the Property or the
ability of Buyer to operate the Property in the manner it is currently being
operated, and no proceeding shall be pending or threatened that could or would
cause the change, redesignation, or other modification of the zoning
classification of, or of any building or environmental code requirements
applicable to, the Property, or any portion thereof, or any properly adjacent to
the Property. All certificates of occupancy, approvals, and permits required
under local laws and regulation for the continued operation of the Property
shall have been validly issued and in full force and effect;

                  (e)      All notices of violations or order or requirements
issued by any

                                  Page 15 of 28
<PAGE>
government agency or authority, or action in any court on account thereof,
against or affecting the Properly at the Closing Date hereunder, shall be
complied with by the Seller and the Property conveyed free thereof; and

                  (f)      The Title Company shall have issued or irrevocably
committed to issue the Title Policy.

                  Section 4.7 Conditions Precedent to Obligation of Seller. The
obligation of Seller to consummate the transaction contemplated hereunder shall
be subject to the fulfillment of all of the following conditions, any or all of
which may be waived by Seller in its sole and absolute discretion:

                  (a)      Within thirty (30) days following expiration of the
Contingency Period:

                           (i)      Seller shall have obtained the requisite
approval of the partners and investors of Seller as required by the Agreement of
Limited Partnership of Seller, if Seller is unable to obtain such approval and
this Agreement is therefore terminated, Buyer shall be entitled to and shall
receive a return of the Deposit and all accrued interest thereon; and

                  (b)      On or before the Closing:

                           (i)      Seller shall have received the Purchase
Price as adjusted as provided herein, and payable in the manner provided for in
this Agreement;

                           (ii)     Buyer shall have delivered to Seller all of
the items required to be delivered to Seller pursuant to the terms of this
Agreement, including but not limited to, those provided for in Section 4.3
hereof;

                           (iii)    All of the representations and warranties of
Buyer contained in this Agreement shall be true and correct in all material
respects as of the date of Closing; and

                           (iv)     Buyer shall have performed and observed, in
all material respects, all covenants and agreements of this Agreement to be
performed and observed by Buyer as of the date of Closing.

                                   ARTICLE V.
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 5.1 Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer as of the Effective Date that:

                  (a)      Seller has been duly organized, is validity existing
under the law of the State of California;

                  (b)      Seller has the full right and authority to enter into
this Agreement, to transfer all of the Property and to consummate or cause to be
consummated the transaction contemplated by this Agreement;

                                  Page 16 of 28

<PAGE>

                  (c)      The person signing this Agreement on behalf of Seller
is authorized do so:

                  (d)      to Seller's "Knowledge" (as defined below), Seller
has received no notice of violation pertaining to the Property, which, prior to
the date of this Agreement, has not been fully corrected. To Seller's Knowledge,
the Property is in compliance with all governmental rules and regulations,
orders, ordinances, laws and statutes;

                  (e)      To Seller's knowledge, Seller has received no notice
of any suit, action, claim, arbitration, or other legal or administrative
proceeding or governmental investigation pending, or to Seller's Knowledge,
threatened or, contemplated against or affecting the Property; and

                  (f)      Seller has no Knowledge that any information
contained in the Due Diligence Documents is not accurate.

                  (g)      The representations and warranties contained in this
Section 5.1 shall be deemed to have been made again as of the Closing, subject
to Section 4.2 (1) hereof.

         The term "Seller's Knowledge" shall mean to Seller's actual present
knowledge, as determined by the current slate of knowledge of (i) Mr. David W.
Maurer and (ii) Mr. Christian Davis (property manager for the property), without
independent investigation. The foregoing individuals shall have no personal
liability to Buyer for any of any representation or warranty in this Agreement.
Seller shall be entitled to state in writing prior to the Closing exceptions to
the representations, warranties, and covenants set forth above, in which case
Buyer may (i) terminate this Agreement if such exceptions materially and
adversely affect the value of the Property or the ability of Buyer to operate
the Property in the manner it is currently being operated, in which event the
Deposit shall be returned to Buyer, or (ii) elect to close Escrow
notwithstanding such exceptions, and recover against Seller for breach of the
representation and warranty if and to the extent the same did not result from a
change in circumstance after the date of this Agreement (as compared to a mere
failure of Seller to properly disclose at the date of this Agreement).

                  Section 5.2 Survival of Seller's Representations and
Warranties. The representations and warranties of Seller set forth in Section
5.1 hereof, as updated as of the Closing in accordance with the terms of this
Agreement, shall survive Closing for a period of one hundred eight (180) days.
No claim for a breach of any representation or warranty of Seller shall be
actionable or payable if the breach in question results from or is based on a
condition, state of facts or other matter which was known to Buyer prior to
Closing, if Buyer elects to consummate the transactions described herein with
such knowledge. Seller shall have no liability to Buyer for a breach of any
representation or warranty unless (a) the valid claims for all such breaches
collectively aggregate more than Ten Thousand Dollars ($10,000.00), in which
event the full amount of such valid claims shall be actionable up to the Cap (as
defined in this Section), and (b) written notice containing a description of the
specific nature of such breach shall have been given by Buyer to Seller prior to
the expiration of said one hundred eighty (180) day period and an action shall
have been commenced by Buyer against Seller within one (1) year of Closing.
Buyer agrees to first seek recovery under any applicable insurance policies,
service contracts

                                  Page 17 of 28

<PAGE>

and/or Leases prior to seeking recovery from Seller, aim Seller shall not be
liable to Buyer to the extent Buyer's claim is satisfied from such insurance
policies, service contracts or Leases. As used herein, the term "Cap" shall mean
the total aggregate amount of Five Hundred Thousand Dollars ($500,000.00).

                  Section 5.3 Covenants of Seller. Seller hereby covenants with
Buyer as follows:

                  (a)      Property Maintenance. From the Effective Date hereof
until the Closing or earlier termination of this Agreement, Seller shall use
reasonable efforts to operate and maintain the Property in a manner generally
consistent with the manner in which Seller has operated and maintained the
Property prior to the date hereof. Seller shall not create nor permit the
creation of any title exceptions such as easements or liens to encumber the
Property without Buyer's prior written approval in Buyer's sole and absolute
discretion;

                  b)       Leasing. From the Effective Date through the Closing
Date, Seller may continue to execute leases with tenants in the normal course of
business provided Seller shall not execute any lease which has a term in excess
of six (6) months or which grants concessions, or rent at lower rate than for
similar units rented prior to Closing, without Buyer's written consent.

                  (c)      Material Change. During Escrow, Seller shall not
cause, authorize or allow any material change with respect to the Property
without the Buyer's prior written approval, which may be granted or withheld in
Buyer's sole and absolute discretion.

                  Section 5.4 Representations and Warranties of Buyer. Buyer
hereby represents and warrants to Seller as of the Effective Date that Buyer has
been duly organized and is validly existing under the laws of California. Buyer
has the full right and authority to enter into this Agreement and to consummate
or cause to be consummated the transaction contemplated by this Agreement. The
person signing this Agreement on behalf of Buyer is authorized to do so. There
is no action, suit, arbitration, unsatisfied order or judgment, government
investigation or proceeding pending against Buyer which, if adversely
determined, could individually or in the aggregate materially interfere with the
consummation of the transaction contemplated by this Agreement. Buyer is
solvent, has timely and, to its knowledge, accurately filed all tax returns to
be filed by it and Buyer is not in default in the payment of any taxes levied or
assessed against it or any of its assets. The representations and warranties
contained in this Section 5.4 shall be deemed to have been made again as of the
Closing, subject to Section 4.2(f) hereof.

                  Section 5.5 Survival of Buyer's Representations and
Warranties. The representations and warranties of Buyer set forth in Section 5.4
hereof as updated as of the Closing in accordance with the terms of this
Agreement, shall survive Closing for a period of one hundred eighty (180) days.
Buyer shall have no liability to Seller for a breach of any representation or
warranty unless written notice containing a description of the specific nature
of such breach shall have been given by Seller to Buyer prior to the expiration
of said one hundred eighty (180) day period and an action shall have been
commenced by Seller against Buyer within one (1) year of Closing.

                                  Page 18 of 28

<PAGE>

                  Section 5.6 Covenant of Buyer and Seller Re: 1031 Exchange

                  (a)      Seller may be selling the Property as part of a
multi-property transaction to qualify as a tax-free exchange ("1031 Exchange")
under Section 1031 of the Internal Revenue Code of 1986, as amended. Buyer
shall, to the extent provided below, cooperate with Seller's reasonable request
to allow Seller to attempt to qualify for the 1031 Exchange; provided, however,
that Buyer's obligation to cooperate with Seller shall be limited and
conditioned as follows: (i) Buyer shall receive written notice from Seller at
least five (5) business days prior to the scheduled Closing Date, which shall
identify the parties involved in such 1031 Exchange and enclose all document for
which Buyer's signature shall be required; (ii) in no event shall Buyer be
required to execute any document or instrument which may (A) subject Buyer to
any additional liability or obligation to Seller or any other individual, entity
or governmental agency, (B) diminish or impair Buyer's rights under this
Agreement, or (C) delay Closing; (iii) Seller shall pay for any and all
additional costs and expenses incurred by Buyer in connection with accommodating
the 1031 Exchange, and Buyer shall be entitled to a credit at Closing to
reimburse Buyer for such costs and expenses; (iv) Seller shall not be relieved
of any of its obligations under this Agreement by reason of the 1031 Exchange;
and (v) Seller hereby indemnifies and agrees to defend, and hold Buyer, Buyer's
officers, directors, shareholders, beneficiaries, members, partners, agents,
employees and attorneys, and their representative successors and assigns
harmless from and against any claims, costs, damages, expenses (including, but
not limited to, attorneys' fees and costs), liabilities and losses incurred by,
claimed against or suffered by any of them arising out of the 1031 Exchange. The
foregoing indemnity shall survive the Closing or any termination of this
Agreement. Seller's failure to effectuate any intended 1031 Exchange shall not
relieve Seller from its obligations to consummate the purchase and sale
transaction contemplated by this Agreement and the consummation of such 1031
Exchange shall not be a condition precedent to Seller's obligations under this
Agreement.

                  (b)      Buyer may be purchasing the Property as part of a
multi-property transaction to qualify as a 1031 Exchange under Section 1031 of
the Internal Revenue Code of 1986, as amended. Seller shall, to the extent
provided below, cooperate with Buyer's reasonable request, to allow Buyer to
attempt to qualify for the 1031 Exchange; provided, however, that Seller's
obligation to cooperate with Buyer shall be limited and conditioned as follows:
(i) Seller shall receive written notice from Buyer at least five (5) business
days prior to the scheduled Closing Dale, which shall identify the parties
involved in such 1031 Exchange and enclose all document for which Seller's
signature shall be required; (ii) in no event shall Seller be required to
execute any document or instrument which may (A) subject Seller to any
additional liability or obligation to Buyer or any other individual, entity or
governmental agency, (B) diminish or impair Seller's rights under this
Agreement, or (C) delay Closing; (iii) Buyer shall pay for any and all
additional costs and expenses incurred by Seller in connection with
accommodating the 10.31 Exchange, and Seller shall be entitled to a credit at
Closing to reimburse Seller for such costs and expenses; (iv) Buyer shall not be
relieved of any of its obligations under this Agreement by reason of the 1031
Exchange; and (v) Buyer hereby indemnifies and agrees to defend, and hold
Seller, Seller's officers, directors, shareholders, beneficiaries, members,
partners, agents, employees and attorneys, and their representative successors
and assigns harmless from and against any claims, costs, damages, expenses
(including, but not limited to,

                                  Page 19 of 28
<PAGE>
attorneys' fees and costs), liabilities and losses incurred by, claimed against
or suffered by any of them arising out of the 1031 Exchange. The foregoing
indemnity shall survive the Closing or any termination of this Agreement.
Buyer's failure to effectuate any intended 1031 Exchange shall not relieve Buyer
from its obligations to consummate the purchase and sale transaction
contemplated by this Agreement and the consummation of such 1031 Exchange shall
not be a condition precedent to Buyer's obligations under this Agreement

                  Section 5.7 Covenant of Buyer Re: Defeasance Loan. The
Property is currently encumbered by a loan in favor of Mellon Mortgage Company,
which loan is commonly referred to as a "Defeasance Loan". Buyer shall, to the
extent provided below, cooperate with Seller's reasonable requests in connection
with Seller's defeasance of the Defeasance Loan prior to or concurrent with the
Closing. In no event shall Buyer be required to execute any document or
instrument which may (A) subject Buyer to any additional liability or obligation
to Seller or any other individual, entity or governmental agency, (B) diminish
or impair Buyer's rights under this Agreement, or (C) delay the Closing. Seller
shall be solely responsible for payment of all prepayment penalties and/or
defeasance incurred in conjunction with the payoff of the Defeasance Loan.

                                   ARTICLE VI.
                                     DEFAULT

                  Section 6.1 Default by Buyer. If the sale of the Property as
contemplated hereunder is not consummated due to Buyer's material default
hereunder, then Seller shall be entitled, as its sole and exclusive remedy, to
terminate this Agreement and retain the Deposit as liquidated damages as more
particularly set forth in Section 1.6 above.

                  Section 6.2 Default by Seller. If the sale of the Property as
contemplated hereunder is not consummated due to Seller's material default
hereunder, then Buyer shall be entitled, as its sole and exclusive remedy, to
either (a) receive the return of the Deposit, which return shall operate to
terminate this Agreement and release Seller from any and all liability hereunder
provided, however, that Buyer shall be entitled to Buyer's actual out of pocket
expenses incurred in connection with the transaction contemplated by this
Agreement not to exceed the sum of Five Hundred Thousand Dollars ($500,000.00),
or (b) enforce specific performance of Seller's obligation to convey the
Property to Buyer in accordance with the terms of this Agreement. The remedy of
specific performance shall not be available to enforce any other obligation of
Seller hereunder. Except as set forth herein, Buyer expressly waives its rights
to seek damages in the event of Seller's default hereunder. Buyer shall be
deemed to have elected to terminate this Agreement and receive the Deposit if
Buyer fails to file suit for specific performance against Seller in a court
having jurisdiction in the County and State in which the Property is located, on
or before thirty (30) days following the date upon which Closing was to have
occurred.

                  Section 6.3 Recoverable Damages. Notwithstanding Sections 6.1
and 6.2 hereof, in no event shall the provisions of Sections 6.1 and 6.2 limit
the damages recoverable by either party against the other party due to the
other party's obligation to indemnify such party in accordance with this
Agreement.

                                  Page 20 of 28

<PAGE>

                                  ARTICLE VII.
                                  RISK OF LOSS

                  Section 7.1 Minor Damage. In the event of loss or damage to
the Property or any portion thereof which is not "Major" (as hereinafter
defined), this Agreement shall remain in full force and effect provided that
Seller shall perform any necessary repairs to bring the Property back to
substantially its former condition. Seller shall use reasonable efforts to
complete such repairs promptly, and the date of Closing shall be extended for a
reasonable time to allow for the completion of such repairs. Upon Closing, full
risk of loss with respect to the Property shall pass to Buyer.

                  Section 7.2 Major Damage. Seller shall promptly notify Buyer
of the occurrence of any "Major" loss or damage, which notice shall state the
cost of repair or restoration thereof as opined by an architect or other
qualified expert in accordance with Section 7.3 hereof. Buyer shall have the
right, exercisable by giving written notice to Seller within twenty one (21)
days after receipt of Seller's written notice, to terminate this Agreement in
which event the provisions of Section 3.4 shall apply. If Buyer does not elect
to terminate this Agreement within said twenty one (21) day period, then Buyer
shall be deemed to have elected to proceed with Closing. In that event Seller
shall at Seller's option either (a) perform any necessary repairs, or (b) cause
the Closing to occur promptly and assign to Buyer through Escrow all of Seller's
right, title and interest in and to any claims and proceeds Seller may have with
respect to any casualty insurance policies or condemnation awards relating to
the premises in question. If Seller elects to perform repairs upon the Property,
Seller shall use reasonable efforts to complete such repairs promptly, and the
date of Closing shall be extended for a reasonable time in order to allow for
the completion of such repairs. If Seller elects to assign a casualty claim to
Buyer, the Purchase Price shall be reduced by an amount equal to the lesser of
the deductible amount under Seller's insurance policy or the cost of such
repairs as determined in accordance with Section 7.3 hereof. Upon Closing, full
risk of loss with respect to the Property shall pass to Buyer.

                  Section 7.3 Definition of "Major" Loss or Damage. For purposes
of Sections 7.1 and 7.2, "Major" loss or damage refers to the following: (a)
loss or damage to the Property hereof such that the cost of repairing or
restoring the premises in question to substantially the same condition which
existed prior to the event of damage would be, in the opinion of an architect or
other qualified expert selected by Seller and reasonably approved by Buyer,
equal to or greater than Two Hundred Thousand Dollars ($200,000), and (b) any
loss due to a condemnation which permanently and materially impairs the current
use of the Property. If Buyer does not give written notice to Seller of Buyer's
reasons for disapproving an architect or other qualified expert within five (5)
business days after receipt of notice of the proposed architect or other
qualified expert, then Buyer shall be deemed to have approved the architect or
other qualified expert selected by Seller.

                                  ARTICLE VIII.
                                   COMMISSIONS

                  Section 8.1 Brokerage Commissions. With respect to the
transaction

                                  Page 21 of 28

<PAGE>

contemplated by this Agreement, Seller shall be responsible for the payment of a
real estate brokerage commission (the "Seller's Commission") to Hendricks &
Partners (Dick Bassett) ("Brokers") pursuant to a separate written agreement
between Seller and Brokers relating thereto. Each party hereto agrees that if
any person or entity, other than Brokers, makes a claim for brokerage
commissions or finder's fees other than the Seller's Commission related to the
sale of the Property by Seller to Buyer, and such claim is made by, through or
on account of any acts or alleged acts of said party or its representatives,
then said party will protect, indemnify, defend and hold the other party free
and harmless from and against any and all loss, liability, cost, damage and
expense (including reasonable attorneys' fees) in connection therewith. The
provisions of this paragraph shall survive Closing or any termination of this
Agreement.

                                   ARTICLE IX.
                             DISCLAIMERS AND WAIVERS

                  Section 9.1 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 delivered by
Seller or its brokers or agents to Buyer in connection with the transaction
contemplated hereby. All materials, data and information delivered by Seller to
Buyer in connection with the transaction contemplated hereby are provided to
Buyer as a convenience only and any reliance on or use of such materials, data
or information by Buyer shall be at the sole risk of Buyer, except as otherwise
expressly stated herein. Neither Seller, nor any, affiliate of Seller, nor the
person or entity, which prepared any report or reports delivered by Seller to
Buyer, shall have any liability to Buyer for any inaccuracy in or omission from
any such reports.

                  Section 9.2 AS IS SALE; DISCLAIMERS. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

         UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL
ACCEPT THE PROPERTY "AS IS. WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL
NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED
WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION,
OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY
SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT
REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. BUYER ACKNOWLEDGES THAT THE PURCHASE

                                  Page 22 of 28

<PAGE>

PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS."

         BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS CONDUCTED, OR
WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING
BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH
RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY,
AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN
SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET
FORTH IN THIS AGREEMENT UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL
AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSIS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY
AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED
OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR
PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE
LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY, EXCEPT FOR SUCH MATTERS UPON WHICH SELLER HAS
REPRESENTED AND WARRANTED HEREIN, OR ARE EXPRESSLY SET FORTH OTHERWISE IN THIS
AGREEMENT.

         IN CONNECTION THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER
CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES THAT:

                  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

                  Section 9.3 Survival of Disclaimers. The provisions of this
Article IX shall survive Closing or any termination of this Agreement.

                                  Page 23 of 28

<PAGE>

                                   ARTICLE X.
                                  MISCELLANEOUS

                  Section 10.1 Confidentiality. Buyer and its representatives
shall hold in confidence all data and information obtained with respect to
Seller or its business, whether obtained before or after the execution and
delivery of this Agreement, and shall not disclose the same to others; provided,
however, that Buyer may disclose such data and information to the employees,
lenders, consultants, accountants and attorneys of Buyer if such persons agree
in writing to treat such data and information confidentially. If this Agreement
is terminated or Buyer fails to perform hereunder, Buyer shall promptly return
to Seller any statements, documents, schedules, exhibits or other written
information obtained from Seller in connection with this Agreement or the
transaction contemplated herein. With respect to any provision of this Agreement
which refers to the termination of this Agreement and the return of the Deposit
to Buyer, such Deposit shall not be returned to Buyer unless and until Buyer has
fulfilled its obligation to return to Seller the materials described in the
preceding sentence. In the event of a breach or threatened breach by Buyer or
its agents or representatives of this Section 10.1, Seller shall be entitled to
an injunction restraining Buyer or its agents or representatives from
disclosing, in whole or in part, such confidential information. Nothing herein
shall be construed as prohibiting Seller from pursuing any other available
remedy at law or in equity for such breach or threatened breach. The provisions
of this Section 10.1 shall survive Closing or any termination of this Agreement.

                  Section 10.2 Public Disclosure. Prior to and after the
Closing, any release to the public of information with respect to the sale
contemplated herein or any matters set forth in this Agreement will be made only
in the form approved by Buyer and Seller. The provisions of this Section 10.2
shall survive the Closing or any termination of this Agreement.

                  Section 10.3 Assignment Subject to the provisions of this
Section 10.3, the terms and provisions of this Agreement are to apply to and
bind the permitted successors and assigns of the parties hereto. Buyer may not
assign its rights under this Agreement without first obtaining Seller's written
approval, which approval may be given or withheld in Seller's sole discretion.
In the event that Buyer desires to assign its rights hereunder, (a) Buyer shall
send Seller written notice of its request at least ten (10) business days prior
to Closing, which request shall include the legal name and structure of the
proposed assignee, as well as any other information that Seller may reasonably
request, (b) if such proposed assignee is approved by Seller, then Buyer and the
proposed assignee shall execute an assignment and assumption of this Agreement
in form and substance reasonably satisfactory to Seller, and (c) in no event
shall any assignment of this Agreement release or discharge Buyer from any
liability or obligation hereunder unless expressly agreed otherwise by Seller in
writing. Any transfer, directly or indirectly, of any stock, partnership
interest or other ownership interest in Buyer shall constitute an assignment of
this Agreement. Notwithstanding the foregoing, Buyer may assign, transfer or
convey its rights and/or obligations under the Agreement and/or its interest in
the Property, without Seller's consent, to a single purpose entity or to an
existing entity(ies) as part of a 1031 Exchange no later than three (3) days
prior to the Closing by a transmittal of notice of the same to Seller, Escrow
Holder and the Title Company provided, however, that in no event shall any such
assignment release or discharge Buyer from any liability or obligation hereunder
unless

                                  Page 24 of 28
<PAGE>

expressly agreed otherwise by Seller in writing.

         Section 10.4 Notices. Any notice pursuant to this Agreement shall be
given in writing by (a) personal delivery, (b) reputable overnight delivery
service with proof of delivery, (c) United States Mail, postage prepaid,
registered or certified mail, return receipt requested, or (d) legible facsimile
transmission, sent to the intended addressee at the address set forth below, or
to such other address or to the attention of such other person as the addressee
shall have designated by written notice sent in accordance herewith. Any notice
so given shall be deemed to have been given upon receipt or refusal to accept
delivery, or, in the case of facsimile transmission, as of the date of the
facsimile transmission provided that an original of such facsimile is also sent
to the intended addressee by means described in clauses (a), (b) or (c) above.
Unless changed in accordance with the preceding sentence, the addresses for
notices given pursuant to this Agreement shall be as follows:

         If to Seller:    IGF X SHADOW RIDGE MEADOWS, LTD.
                          c/o Income Growth Management
                          11230 Sorrento Valley Road, Suite 220
                          San Diego, CA 9212 1-1329
                          Attention: Mr. David Maurer
                          Telephone No. (858) 457-2750
                          Facsimile No. (858) 457-3104

         with a copy to:  LAW OFFICES OF JON K. LADD, APC
                          11440 West Bernardo Court, Suite 214
                          San Diego, CA 92127-643
                          Attention: Jon K. Ladd
                          Telephone No. (858) 451-1234
                          Facsimile No. (858) 451-1208

         If to Buyer:     MARK GOSSF.LIN, TRUSTEE OF THE MARK GOSSELIN TRUST
                          c/o PROPERTY WEST, INC.
                          1322 Scott Street, Suite 102
                          San Diego, CA 92106
                          Telephone No. (619) 221-6825
                          Facsimile No. (619) 221-6830

         with a copy to:  PROCOPIO.CORY, HARGREAVES & SAVITCH LLP
                          530 B Street, Suite 2100
                          San Diego, CA 92101
                          Attention: Lorne R. Polger
                          Telephone No. (619) 238-1900
                          Facsimile No. (619) 235-0398

         Section 10.5 Modifications. This Agreement cannot be changed orally,
and no executory agreement shall be effective to waive, change, modify or
discharge it in whole or in

                                 Page 25 of 28
<PAGE>

part unless such executory agreement is in writing and is signed by the parties
against whom enforcement of any waiver, change, modification or discharge is
sought.

         Section 10.6 Natural Hazards Disclosure Act.

         (a)      As used herein, the term "Natural Hazard Area" shall mean
those areas identified as natural hazards in the Natural Hazard Disclosure Act,
California Government Code Sections 8589.3, 8589.4, and 51183.5, and California
Public Resources Code Sections 2621.9, 2694, and 4136, and any successor
statutes or laws (the "Act").

         (b)      At least five (5) days before the Close of Escrow, Seller
shall obtain through Title Company and provide Buyer with a Natural Hazard
Disclosure Statement ("Disclosure Statement") in substantially the form
customarily used by the company that provides such reports to Title Company.
Buyer acknowledges that the Disclosure Statement is being delivered pursuant to
the Act. Buyer acknowledges and agrees that nothing contained in the Disclosure
Statement shall release Buyer from its obligation to fully investigate the
condition of the Properly, including, without limitation, whether the Property
is located in any Natural Hazard Area and that Buyer has the expertise to
perform such investigations and has agreed to do so under the terms of this
Agreement. Buyer further acknowledges and agrees that the matters set forth in
the Disclosure Statement may change on or prior to the Close of Escrow and that
Seller has no obligation to update, modify, or supplement the Disclosure
Statement. Buyer shall be solely responsible for preparing and delivering its
own Natural Hazard Disclosure Statement to subsequent prospective purchasers of
the Property.

         Section 10.7 Entire Agreement. This Agreement, including the exhibits
and schedules hereto, contains the entire agreement between the parties hereto
pertaining to the subject matter hereof and fully supersedes all prior written
or oral agreements and understandings between the parties pertaining to such
subject matter.

         Section 10.8 Further Assurances. Each party agrees that it will execute
and deliver such other documents and take such other action, whether prior or
subsequent to Closing, as may be reasonably requested by the other party to
consummate the transaction contemplated by this Agreement. The provisions of
this Section 10.8 shall survive the Closing.

         Section 10.9 Counterparts. This Agreement may be executed in
counterparts, all such executed counterparts shall constitute the same
agreement, and the signature of any party to any counterpart shall be deemed a
signature to, and may be appended to, any other counterpart.

         Section 10.10 Facsimile Signatures. In order to expedite the
transaction contemplated herein, telecopied signatures may be used in place of
original signatures on this Agreement or any document delivered pursuant hereto
(other than the Deed, the notarized original of which shall be required prior to
Closing). Seller and Buyer intend to be bound by the signatures on the
telecopied document, are aware that the other party will rely on the telecopied
signatures, and hereby waive any defenses to the enforcement of the terms of
this Agreement based on the form of signature. Following any facsimile
transmittal, the party shall promptly deliver the original instrument by
reputable overnight courier in accordance with the notice

                                 Page 26 of 28
<PAGE>

provisions of this Agreement.

         Section 10.11 Severability. If any provision of this Agreement is
determined by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Agreement shall nonetheless remain in full force and
effect, provided that the invalidity or unenforceability of such provision does
not materially adversely affect the benefits accruing to any party hereunder.

         Section 10.12 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the Stale of California without regard
to any principal or rule of law that would require the application of the law of
any other jurisdiction. Buyer and Seller agree that the provisions of this
Section 10.12 shall survive the Closing or any termination of this Agreement.

         Section 10.13 No Third-Party Beneficiary. The provisions of this
Agreement and of the documents to be executed and delivered at Closing are and
will be for the benefit of Seller and Buyer only and are not for the benefit of
any third party; and, accordingly, no third party shall have the right to
enforce the provisions of this Agreement or of the documents to be executed and
delivered at Closing.

         Section 10.14 Captions. The section headings appearing in this
Agreement are for convenience of reference only and are not intended, to any
extent and for any purpose, to limit or define the text of any section or any
subsection hereof.

         Section 10.15 Construction. The parties acknowledge that the parties
and their counsel have reviewed and revised this Agreement and that the normal
rule of construction to take effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

         Section 10.16 Recordation. Neither party shall record this Agreement or
any memorandum hereof without the prior written consent of the other party
hereto. The provisions of this Section 10.16 shall survive the Closing or any
termination of this Agreement.

         Section 10.17 Expenses. The prevailing party as to any disputes
relating to this Agreement shall be entitled to recover from the unsuccessful
party to this Agreement all costs, expenses and actual attorneys' fees relating
to the enforcement or interpretation of, or any litigation or arbitration
relating to, this Agreement. Any judgment or order entered in such action shall
contain a specific provision providing for the recovery of attorneys' fees and
costs incurred in enforcing such judgment. For purposes of this paragraph,
attorneys' fees shall include, without limitation, fees incurred in the
following: (1) post judgment motions and appeals; (2) contempt proceedings; (3)
garnishment, levee, and debtor and third party examinations; (4) discovery; and
(5) bankruptcy proceedings, including, without limitation, all motions,
adversary proceedings and contested and uncontested matters in a case under
Title 11 of the U.S. Code, where a party has appeared through counsel to protect
its interests as a creditor under the Bankruptcy Code. This Section is intended
to be expressly severable from the other provisions of this Agreement, is
intended to survive any judgment and is not to be deemed merged into the
judgment.

                                 Page 27 of 28
<PAGE>

         Section 10.18 Time of the Essence. Time is of the essence of each and
every provision of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the Effective Date.

SELLER                                   BUYER

IGP X SHADOW RIDGE MEADOWS               MARK GOSSELIN, TRUSTEE OF THE
LTD., a California Limited Partnership   MARK GOSSELIN TRUST DATED
                                         OCTOBER 31, 2001

By: IGP X SHADOW RIDGE MEADOWS           By: /s/ Mark Gosselin
    MANAGEMENT, INC.,                        -----------------------------
    a California corporation                 Name:  Mark Gosselin
                                             Title: Trustee.
By: /s/ David W. Maurer
    ------------------------------
    Name:  David W. Maurer
    Title: President

                                 Page 28 of 28
<PAGE>

                              ESCROW HOLDER CONSENT

         Escrow Holder hereby acknowledges that it has received a fully executed
or executed counterparts of the foregoing Agreement and agrees to act as Escrow
Holder thereunder and to be bound by the provisions thereof.

ESCROW HOLDER:

STEWART TITLE COMPANY

By:       /s/ J.C. Demas                                   Date: 117/9/03, 2003
       ------------------------------
       Name:  J.C. Demas
       Title: Commerical Escrow Officer                    Escrow No.: 1050932

                                     1 of 1
<PAGE>

                                  EXHIBIT "A"
                              DESCRIPTION OF LAND

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL A OF PARCEL MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY ON FEBRUARY 27, 1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS.

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS ONLY, OVER THAT PORTION OF PARCEL B OF PARCEL
MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 27,
1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; SAID POINT
FORMED BY THE INTERSECTION OF TWO COURSES: NORTH 27 37' 40" EAST 343.67 FEET AND
NORTH 62 22' 20" WEST" 37.48 FEET, THENCE ALONG SAID WESTERLY BOUNDARY LINE AND
THE NORTHERLY BOUNDARY LINE OF SAID PARCEL B THE FOLLOWING COURSES: NORTH 62 22'
20" WEST 37.48 FEET TO A POINT ON THE ARC OF A NON-TANGENT 200.00 FOOT RADIUS
CURVE CONCAVE WESTERLY. A RADIAL LINE TO SAID POINT BEARS SOUTH 71 59' 40" EAST;
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 16 14'
24", A DISTANCE OF 56.69 FEET TO A POINT OF REVERSE CURVATURE OF A 200.00 FOOT
RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 25 46' 34", A DISTANCE OF 89.98 FEET; THENCE NORTH 27
32' 30" EAST 10.00 FEET; THENCE SOUTH 62 27' 30' EAST 35.35 FEET TO A POINT ON
A NON-TANGENT 24.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL
LINE BEARS NORTH 23 46' 34" WEST; THENCE LEAVING SAID BOUNDARY LINE
SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40 38' 41",
A DISTANCE OF 17.03 FEET TO A POINT OF COMPOUND CURVATURE OF A 170.00 FOOT
RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL LINE BEARS NORTH 64 25'
15" WEST; THENCE SOUTHWESTERLY ALONG THE; ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 5'11'58", A DISTANCE OF 15.43 FEET; THENCE TANGENT TO SAID CURVE SOUTH
20 22' 47" WEST 77.51 FEET TO THE BEGINNING OF A TANGENT 34.00 FOOT RADIUS
CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 82 31' 08", A DISTANCE OF 48.97

                                   Page 1 of 2
<PAGE>

FEET TO A POINT ON THE; PROLONGATION OF THE WESTERLY BOUNDARY LINE OF SAID
PARCEL B; THENCE ALONG SAID PROLONGATION SOUTH 27 37' 40" WEST 13.00 FEET TO THE
POINT OF BEGINNING.

PARCEL 3:

AN EASEMENT FOR GRADING, EXCAVATION, CONSTRUCTION, USE AND MAINTENANCE OF SLOPES
AND INCIDENTAL PURPOSES THERETO OVER, UNDER, ALONG AND ACROSS THAT PORTION OF
PARCEL B OF PARCEL MAP NO. 14100, IN THE CITY OF OCEANSIDE, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, DECEMBER 30, 1985 AS FILE NO. 85-493506 OF OFFICIAL RECORD, AS SHOWN ON
EXHIBIT "C" OF THAT CERTAIN "SLOPE EASEMENT AGREEMENT" RECORDED MARCH 31, 1987
AS FILE NO, 87-167797 OF OFFICIAL RECORDS.

THE EASEMENT HEREIN DESCRIBED IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR
THE USE AND BENEFIT OF THE PRESENT AND FUTURE OWNERS OF ALL OR ANY PORTION OF
PARCEL A, ABOVE DESCRIBED.

                                   Page 2 of 2
<PAGE>

                                   EXHIBIT "B"
                            LIST OF PERSONAL PROPERTY

                                [To be attached]

                                   Page 1 of 1
<PAGE>

                                  EXHIBIT "C"

                       ESCROW HOLDER'S GENERAL PROVISIONS

                                [To be attached]

                                   Page 1 of 1
<PAGE>

                               GENERAL PROVISIONS

1. DEPOSIT OF FUNDS, OPPORTUNITY TO EARN INTEREST AND PRORATIONS

All funds received in this escrow shall be deposited with other escrow funds
into one or more non-interest bearing escrow accounts at a financial institution
selected by Escrow Agent. Escrow Agent shall not be responsible and shall have
no liability for any delay In closing this escrow if the funds deposited are not
available for immediate withdrawal as a matter of right pursuant to California
Insurance Code Section 12413.1 et. seq. Funds deposited in the financial
institution are insured only to the limit provided by the Federal Deposit
Insurance Corporation. Escrow Holder shall not be held responsible for lost
interest due to wire delays caused by any bank or the federal Reserve System,
and recommends that all parties make themselves aware of banking legislations
with regards to placement of wires.

You have the opportunity to earn interest on the funds you deposit with us by
instructing us to deposit your funds in an interest bearing account. (You do not
have an opportunity to earn interest on any funds deposited by a lender) if you
elect to earn interest, there is an additional fee in the amount of $50.00 for
establishing and maintaining such an account. It is important that you consider
this cost as it may exceed the actual interest you earn.

Should you not elect to earn interest on your deposit, your funds will be
deposited in our General Escrow Account at a financial institution insured by
the FDIC. This is a non-interest bearing account; however, Stewart Title of
California, Inc. may receive certain financial benefits from that financial
institution because of the General Escrow Account and its on-going banking
relationship. These benefits may include, without limitation, credits allowed by
such financial institution on loans to Stewart Title of California, Inc. and
earnings on investments made with the proceeds of such loans, accounting,
reporting and other services and products of such financial institution. We do
not have an obligation to account to you in any manner for the value of, or to
compensate any party for, any benefit received by Stewart Title of California,
Inc. Any such benefits shall be deemed additional compensation of Stewart Title
of California, Inc. for its services in connection with the escrow.

All prorations and/or adjustments called for in this escrow shall be made on the
basis of a 30 day month or 360 day year, unless otherwise instructed in writing.
Proration of real property taxes including supplemental real property taxes,
will be made on the basis of the latest available figures provided to Escrow
Holder.

The phrase close of escrow (COE) as used herein means the date on which
instruments/documents are recorded.

Disbursements from this escrow will be made by check of Escrow Holder. Unless
otherwise instructed in writing, checks will be issued jointly to the parties
designated as payees. Signatures (including initials) of principals or their
duly authorized agents on any documents/instrument and/or instruction pertaining
to this escrow indicate approval of same.

2. SPECIAL RECORDINGS

If a "SPECIAL RECORDING" is arranged and completed, meaning recording the
documents called for in this escrow, at any time other than the standard
recording time for title companies, then all parties hereto represent and
warrant that during the period of time between the standard recording time and
the time the documents are actually recorded pursuant to the "SPECIAL RECORDING"
, no additional liens, encumbrances, or exceptions to the title whether
involuntary or voluntary, of any kind or nature will attach to or be recorded
against the subject property, nor will the subject property be otherwise
transferred or conveyed. All parties hereby expressly agree to indemnify and
hold Escrow Holder harmless from all claims, losses or damages and attorney's
fees resulting from any such additional liens, encumbrances, exceptions to
title, transfers or conveyances.

3. AUTHORIZATION TO DELIVER

If it is necessary, proper or convenient for the consummation of this escrow,
Escrow Holder is authorized to deposit or have deposited funds or documents, or
both, handed to Escrow Holder under these escrow instructions with any duly
authorized sub-escrow agent, including, but not limited to, any bank, trust
company, title insurance company, title company, savings and loan association,
or licensed escrow agent, at or before close of escrow in connection with
closing this escrow. Any such deposit shall be deemed a deposit under the
meaning of these escrow instructions.

4. AUTHORIZATION TO FURNISH COPIES

furnishing copies of any/all escrow instructions, amendments, supplements,
preliminary reports, notices of cancellation and closing statements in this
escrow to the real estate broker(s), lenders and/or attorney's representing
principals to this escrow is authorized. Escrow holder shall not incur any
liability to the parties for delivery of said copies.

5. TIME AND WRITTEN NOTIFICATION

<PAGE>

Time is of the essence. In the event the conditions of this escrow have not been
complied with at the expiration of the lime provided for herein you are
permitted, though not required, to complete the same at the earliest possible
date thereafter. No notice, demand or change of instructions shall be of any
effect to alter, amend, supplement, or vary the terms of these instructions
unless given in writing and signed by all parties affected thereby.

6. CANCELLATION PROVISIONS

Any principal instructing Escrow Holder to cancel escrow shall file notice of
cancellation in Escrow Holder's office in writing and so state the reason for
cancellation. Upon receipt of same, Escrow Holder shall prepare cancellation
instructions for signatures of the principals and shall forward same to the
principals. Upon receipt of mutually agreeable cancellation instructions signed
by all principals and after payment of Escrow Holder's cancellation charges,
Escrow Holder is authorized to comply with such instructions and cancel the
escrow.

7. ACTION IN INTERPLEADER OR OTHER COURT OR LEGAL PROCEEDINGS

The principals hereto expressly agree that Escrow Holder has the absolute
right, at its election, to file an action in interpleaded requiring the
principals to answer and litigate their several claims and rights among
themselves and Escrow Holder is authorized to deposit with the clerk and the
court, all documents, instruments and funds held in escrow. In the event such
action is filed, the principals jointly and severally agree to pay Escrow
Holder's cancellation charges and costs, expenses and reasonable attorney's fees
it is required to expend or incur in such interpleaded action, the amount
thereof to be fixed and judgment therefore to be rendered by the court. Upon
filing of such action, Escrow Holder is thereupon fully released and discharged
from all obligations to further perform any duties or obligations otherwise
imposed by the terms of this escrow.

8. PERSONAL PROPERTY TAX

Escrow Holder is not responsible for any personal property tax which may be
assessed to any former owner of the property that is the subject of this escrow,
nor for the corporation or license tax of any corporation as a former owner. No
examination or insurance as to the amount of payment of personal taxes is
required unless specifically requested.

9. LIMITATION ON DUTY TO INFORM

It is agreed by the parties hereto, that so far as Escrow Holder's rights and
liabilities are involved, the transaction is an escrow and not any other legal
relation and STEWART TITLE OF CALIFORNIA, INC. is an Escrow Holder only on the
within expressed terms, and Escrow Holder shall have no responsibility for
notifying any of the parties of this escrow of any sale, resale, loan, exchange
or other transaction involving any property herein described or of the profit
realized by any person, firm or corporation (broker, agent and parties to this
and/or other escrow included), in connection therewith, regardless of the fact
that such transaction(s) may be handled concurrently by Escrow Holder in this
escrow or in another escrow.

10. LEGAL ADVICE

The parties acknowledge and understand that Escrow Holder is not authorized to
practice law, nor give financial advice. The parties are hereby advised to seek
legal and financial counsel and advice concerning the effect of these escrow
instructions. The parties acknowledge that no representations are made by Escrow
Holder about the legal sufficiency, legal consequences, financial effect or tax
consequences of the within escrow instructions.

11. DISCLOSURE OF CONDITIONS PRECEDENT

The panics to this escrow, by execution thereof, acknowledge their duty to
Escrow Holder of full disclosure of those matters, which shall effect the
transfer of subject properly and conditions of title (inclusive of real personal
and intangible property, which matters may result in a lien against subject
property). Disclosure shall include, but not limited to: water, stock, owners
association or maintenance dues, contractual obligations not automatically
terminated upon sale, notes, deeds of trust and vendors liens.

12. STATE/FEDERAL CODE NOTIFICATION

According to Federal law, the Seller(s), when applicable, will be required to
complete a 1099-S Worksheet that will be utilized to generate a 1099 reporting
statement to the Internal Revenue Service.

You are released from and shall have no liability, obligations or responsibility
with respect to (a) withholding of funds pursuant to Section 1445 of the
Internal Revenue Code of 1984, "Foreign Investors in Real Property Act"
(FIRPTA), as amended (b) advising of requirements, (c) determining whether the
seller is a foreign person, under such Section, or (d) obtaining a non-foreign
affidavit or other exemption from withholding under such Section nor otherwise
making any inquiry concerning compliance with such Section by any party to this
transaction.

IN ACCORDANCE WITH SECTION 18662 AND 18668 OF THE REVENUE AND TAXATION CODE. A
BUYER MAY BE REQUIRED TO WITHHOLD ANY AMOUNT EQUAL TO 3-1/3 PERCENT OF THE
SALES PRICE IN THE CASE OF A DISPOSITION OF CALIFORNIA REAL PROPERTY
INTEREST, BY EITHER:
<PAGE>
1)       A SELLER WHO IS AN INDIVIDUAL OR DISBURSEMENT INSTRUCTIONS AUTHORIZED
         THE PROCEEDS TO BE SENT TO A FINANCIAL INTERMEDIARY OF: THE SELLER, OR

2)       A CORPORATE SELLER THAT HAS NO PERMANENT PLACE. OF BUSINESS IN
         CALIFORNIA.

FOR FAILURE TO WITHHOLD, THE BUYER MAY BECOME SUBJECT TO PENALTY EQUAL TO THE
GREATER 01- 10 PERCENT OF THE- AMOUNT REQUIRED TO BE WITHHELD OR FIVE HUNDRED
DOLLARS ($500.00).

HOWEVER, NOTWITHSTANDING ANY OTHER PROVISION INCLUDED IN THE CALIFORNIA STATUTES
REFERENCES ABOVE, NO BUYER WILL BE REQUIRED TO WITHHOLD ANY AMOUNT OR BE SUBJECT
TO PENALTY FOR FAILURE TO WITHHOLD IF:

1)       THE SALES PRICE OF THE CALIFORNIA REAL PROPERTY CONVEYED DOES NOT
         EXCEED ONE HUNDRED THOUSAND DOLLARS ($I00,000.00), OR

2)       THE SELLER EXECUTES A WRITTEN CERTIFICATE, UNDER THE PENALTY OF
         PERJURY, CERTIFYING THAT THE SELLER IS A CORPORATION WITH A PERMANENT
         PLACE OF BUSINESS !N CALIFORNIA, OR

3)       THE SELLER, WHO IS AN INDIVIDUAL, EXECUTES A WRITTEN CERTIFICATE UNDER
         THE PENALTY OF PERJURY, OF ANY OF THE FOLLOWING:

         A)       THAT THE- CALIFORNIA REAL PROPERTY BEING CONVEYED IS THE
                  SELLER'S PRINCIPAL RESIDENCE (WITHIN THE MEANING OF SECTION
                  121 OF THE INTERNAL REVENUE CODE).

         B)       THAT THE CALIFORNIA REAL PROPERTY BEING CONVEYED IS OR WILL BE
                  EXCHANGED FOR PROPERTY OF LIKE KIND (WITHIN THE MEANING OF
                  SECTION 121 OF THE INTERNAL REVENUE CODE), BUT ONLY TO THE;
                  EXTENT OF THE AMOUNT OF GAIN NOT REQUIRED TO BE RECOGNIZED FOR
                  CALIFORNIA INCOME; TAX PURPOSES.

         C)       THAT THE CALIFORNIA REAL PROPERTY HAS BEEN COMPULSORY OR
                  INVOLUNTARILY CONVERTED (WITHIN THE MEANING OF SECTION 1033 OF
                  THE INTERNAL REVENUE CODE) AND THAT THE SELLER INTENDS TO
                  ACQUIRE PROPERTY SIMILAR OR RELATED IN SERVICE OR USE SO AS TO
                  BE ELIGIBLE FOR NON-RECOGNITION OF GAIN FOR CALIFORNIA INCOME
                  TAX PURPOSES.

         D)       THAT TILL; CALIFORNIA REAL PROPERTY TRANSACTION WILE RESULT IN
                  A LOSS FOR CALIFORNIA INCOME TAX PURPOSES.

THE SELLER IS SUBJECT TO PENALTY FOR KNOWINGLY FILING A FRAUDULENT CERTIFICATE
FOR THE PURPOSE OF AVOIDING THE WITHHOLDING REQUIREMENT. 13. :NO ACTIVITY If
there is no written activity by a principal to this escrow\within my six-months
period after the time limit date as set forth, in the escrow instruction or
written extension thereof, Escrow Holder's obligation shall terminate Escrow
Holder's option. All documents, monies or other items deposited with Escrow
Holder shall be retuned to the respective parties entitled thereto, less fees
and charges herein provided

14.      CAPTIONS AND COUNTERPARTS

Captions in those escrow instructions are inserted for convenience of reference
only and do not define, describe or limit the scope of the intent of these
instructions or any of the terms hereof. These instructions may be executed in
counterparts, each of which so executed shall, irrespective of the date of its
execution and delivery, be deemed an original, and said counterparts together
shall constitute one and the same instrument.

15.      BINDING

All terms of these escrow instructions shall be binding upon inure to the
benefit and be enforceable by the parties hereto and there respective legal
representatives, successors and assigns, In the event any term, covenant,
condition, provision or agreement herein contained is held to be invalid or void
by any court of competent jurisdiction, the invalidity of any such term,
covenant, condition, provision or agreement shall in no way affect any other
term, covenant, condition, provision or agreement herein contained.

16.      USURY

Escrow Holder is not to be concerned with any question of usury in any loan or
encumbrance involved in the processing of this escrow and is hereby released of
any liability or responsibility therefore.

17.      CONFLICTING DEMANDS/INTERPLEADER

NO notice, demand or change of instructions shall be of any effect in this
escrow unless given in writing by all parties affected; thereby If conflicting
demands are made in connection with this escrow, Escrow Holder shall have the
absolute right to either

<PAGE>

Withhold and stop all proceedings, or file suit in the interpleader and obtain
an order from the court requiring the parties to interplead their several claims
and rights amongst themselves.

18.      FACSIMILE AND ELECTRONIC MAIL

All parties acknowledge that documents and instructions may be transmitted via
facsimile (FAX) and/or electronic mail (e-mail). In the event the principals of
this transaction, their agents, or assigns, utilize "facsimile (FAX)"
transmitted instructions, Escrow Holder may rely and act upon such instructions
in the same manner s if original signed instructions were in the possession of
Escrow Holder. Any instructions for release of funds will require original
signatures prior to said release.

19.      DISCRETIONARY TERMINATION

At the sole discretion of Escrow Holder, Escrow Holder may elect to terminate
its escrow relationship with the principals to the escrow. Funds and documents
will be returned upon mutual instructions of the appropriate parties.

20.      PURCHASE AGREEMENT

If any form of Purchase agreement or amendment or supplement (collectively
"purchase Agreement") is deposited to this escrow, it is understood that such
document shall be effective only as between the parties signing the Purchase
Agreement. Escrow Holder's only duly is to comply with the instructions set
forth in the escrow instructions and shall not be responsible for interpreting
or acting on any provision of any Purchase Agreement on which these escrow
instructions may be based. Escrow Holder shall not rely on any knowledge or
understanding Escrow Holder may have of any such Purchase Agreement in
ascertaining or performing the duties of Escrow Holder. In connection with any
loan transaction, Escrow Holder is authorized to deliver a copy of any purchase
agreement and a copy of the escrow instructions, supplements or amendments to
the Lender.

21.      ENVIRONMENTAL DISCLOSURE

Notwithstanding any actual or other knowledge on the part of Escrow Holder, the
parties agree to release Escrow Holder from any and all liability of any kind or
nature and to indemnify any and all liability of any kind or nature and to
indemnify Escrow Holder of any loss, damages, claims, judgments or costs of any
kind or nature resulting from or related to the release or discharge of
hazardous or toxic wastes on the subject property whether it occurred in the
past of present or may occur in the future which release or discharge is in
violation of law, in excess of any state and federal standards, permit
requirements and/or disclosure requirements existing at this time or which may
exist at a future time. The parties represent that they made their own
assessment of the condition of the subject property and have not relied on any
of your representations in making the assessment. The parties are advised to
seck independent legal and technical environmental expert advise in assessing
the risks associated with potential hazardous or toxic wastes.

22.      ADDITIONAL DOCUMENTS HANDED TO ESCORW HOLDER

Parties agree to hand Escrow Holder applicable documentation to establish their
authority to act. Those documents may include, but shall not be limited to the
following:

1)       If an individual Statement of Information

2)       If a corporation: A corporate resolution signed by the Secretary of the
         Corporation, authorizing the acquisition, encumbrance (if applicable),
         or sale of the subject property, and designating the authorized
         signatories on behalf of the corporation, together (if applicable), or
         sale of the subject property, and designating the authorized
         signatories on behalf of the corporation, together with a copy of the
         Articles of Incorporation & By-Laws.

3)       If a Trust copy of the Trust Agreement, any amendments thereto and/or a
         Certificate of Trust.

4)       If a General Partnership: An original Statement of Partnership, in
         record able form (if not already recorded) to be recorded in the County
         in which the subject property is located. A copy of the partnership
         agreement is also requested.

5)       If a Limited Partnership: The LP-I form, certified by the Secretary of
         State to record (if not already recorded) in the county in which the
         subject property is located. A copy of the partnership agreement is
         also requested.

6)       If a Joint Venture: The requirements specified 1, 2 and 3 herein will
         be applicable as it relates to the entities which comprise the Joint
         Venture.

7)       If a Limited Liability Company (LLC): The LLCI certified by the
         Secretary of State to record (if not already recorded) in the county in
         which the subject property is located. The ILCI must reflect an
         expiration date. One person must be named on the LICI as managing the
         LLC, or all members must sign. A copy of the operating agreement is
         required.

The parties further acknowledge that in the event the partners of a partnership
are individuals. It may be required that each such partner submit a completed
and executed Statement of Information.

If the Principals have any question regarding the disposition of Unclaimed
Funds, in excess of $50.00 the Principals should contact the Controller of
successor agency for the State of California.

23.      DESTRUCTION OF RECORDS
<PAGE>

Escrow I Holder is authorized to destroy of otherwise dispose of any and all
documents, papers, instructions, correspondence and other materials pertaining
to this escrow at the excitation of seven (7) years from the close of escrow or
cancellation thereof.

24. GOOD FUNDS

California insurance Code Section I2413.1 regulates the disbursement of escrow
and sub-escrow funds by title companies The law requires that kinds be deposited
in the title company escrow account and available for withdrawal prior to
disbursement. Funds received via wire transfer may be disbursed upon receipt.
Funds received via cashier's checks or teller checks drawn on a California Bank
may be disbursed on the next business day after the day of deposit. If funds are
received by any other means, recording and/or disbursement may be delayed.
STEWART TITLE OF CALIFORNIA, INC. shall not be responsible for accruals of
interest or other charges resulting from compliance with the disbursement
restrictions imposed by stale law

If any check submitted is dishonored upon presentment for payment, you are
authorized to notify all principals and/or their respective agents of such
nonpayment.

25. CHANGE IN OWNERSHIP REPORT

All parties arc aware that a "Preliminary Change in Ownership Form" is to be
filed with the office of the County Assessor upon recordation of all transfer
documents involving real properly. As an accommodation only, Escrow Holder shall
provide necessary forms to the purchaser herein and in the event the completed
form is deposited into escrow prior to close, Escrow Holder shall deliver same
to County Assessor concurrently with recordation of the documents being recorded
in this transaction

26.APPLICATION OF PAYOFF FUNDS

Should a cheek or wire be deemed unacceptable by lenders, creditors, lien
holders or beneficiaries of Deeds of Trust, Escrow Holder is authorized to act
on out behalf in requesting the funds, as well as any balance in an impound
account, be applied towards the balance due.

27.INDEMNITY FOR ATTORNEY'S FEES AND COSTS

In the event suit is brought by any party or parties to this escrow, including
Stewart Title of California. Inc., as against each other or others, including,
Stewart Tide of California, Inc., which results in a dismissal of or judgment in
favor of Stewart Title of California, Inc., the parties hereto agree to hold
harmless, reimburse and indemnify Stewart Title of California, Inc., its
officers and employees, from any loss, expenses, costs and attorney's fees
incurred.

THIS AGREEMENT IN ALL PARTS APPLIES TO, INURES TO THE BENEFIT OF, AND BINDS ALL
PARTIES HERETO, THEIR HEIRS, LEGATEES, DEVISEES, ADMINISTRATORS, EXECUTORS,
SUCCESSORS AND ASSIGNS, AND WHENEVER THE CONTEXT SO REQUIRES THE MASCULINE
GENDER INCLUDES THE FEMININE AND NEUTER, AND THE SINGULAR. NUMBER INCLUDES THE
PLURAL. THESE INSTRUCTIONS AND ANY OTHER AMENDMENTS MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AS AN ORIGINAL AND BE
EFFECTIVE AS SUCH.

MY/OUR INITIAL (S) HERE TO CONSTITUTES INSTRUCTION TO ESCROW HOLDER OF ALL TERMS
AND CONDITIONS CONTAINED IN THIS AND ALL PRECEDING PAGES AND FURTHER SIGNIFIES
THAT I/WE HAVE READ AND UNDERSTAND THESE GENERAL PROVISIONS.

                                              INITIAL:__________________________

<PAGE>

Notice to Depositor.

Thank you for choosing Stewart Title California forma (Stewart Title) As you
have deposited and/or will be depositing funds with Stewart Title, we deem it
important that you are aware of an opportunity to earn interest, or in the
alternative, to benefit from reduced escrow fees.

Should you not earn to earn interest on your deposit, Stewart Title will deposit
your funds into its General Escrow Account at a financial institution insured by
the EDIC. This is a non-interest bearing account, however, Stewart Title may
receive certain financial benefits from that financial institution because of
the General Escrow Account and Us on-going banking relationship. These benefits
may include, without limitation, credits allowed by such financial institution
on loans to Stewart Title and earnings on investments made with the proceeds of
such loans, accounting, reporting and oilier services and products of such
financial institution. These financial benefits enable Stewart Title of
California to offer lower escrow fees that would otherwise be unavailable Unless
you direct Stewart Title to open an interest-bearing account (as described
below), Stewart Title shall have no obligation to account to you in any manner
for the value of, or to compensate any party for, any benefit received by
Stewart Title Any such benefits shall be deemed additional compensation of
Stewart Title for its services in connection with the escrow.

If you elect, funds deposited prior to the close of escrow may be placed in an
individual interest-bearing account. Should you elect to have your funds placed
in an interest bearing account, Stewart Title personnel will expend time and
effort to open said account, process signature cards, review and execute the
account agreement, deal with account correspondence, process the proper closing
of the account, maintain records and bank statements, and to process various
other related duties. Stewart Title of California will charge an additional
escrow fee in the amount of $50.00 for establishing and maintaining such an
interest bearing account It is important that you provide careful consideration
of this cost, as the cost may exceed the actual interest earned. Please note the
following examples of a $1,000.00 and a 55,000.00 deposit into a 3% interest
bearing account for a period of 30 days:

        $1,000.00 x 3% - 360 days x 30 days - $2.50.
        $5,000.00 x  3%  - 360 days x 30 days  -  $12.50

If you do not want your funds placed in an interest bearing account, you need do
nothing further. Your funds will remain in or be placed in our General Escrow
Account. If you do want your hinds to earn interest, please execute and return
this document to Stewart Title of California. We will then forward the necessary
paperwork, which must also be returned, in order to establish your interest
bearing account. Please be advised that you alone are responsible for reporting
any interest to the appropriate taxing authorities.

Election to earn interest.

I hereby authorize and instruct Slew art Title of California to open an interest
bearing account at Stewart Title of California's depository bank, I hereby
authorize you to charge and I hereby agree to pay the additional escrow fee for
this service.

Signature:__________________________________               Date:________________

Signature:__________________________________               Date:________________
<PAGE>

                                   EXHIBIT "D"
                                  FORM OF DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

______________________________
______________________________
Attn:_________________________

MAIL TAX STATEMENTS TO:

______________________________
______________________________
Attn:_________________________

                                 (Space Above This Line For Recorder's Use Only)

                                   GRANT DEED

         For valuable consideration, 1GP X SHADOW RIDGE MEADOWS, LTD., a
California limited partnership ("Grantor"), hereby GRANTS to _________________
("Grantee"), all that certain real property situated in City of Vista, County of
San Diego, Slate of California, more particularly described on Schedule "1"
attached hereto and incorporated herein by reference, together with all rights
and privileges appurtenant thereto.

         SUBJECT TO all taxes and other assessments; all restrictions in
patents; all liens, encumbrances, easements, rights-of-way, covenants,
conditions, restrictions, obligations and liabilities as may appear of record,
all matters which would be revealed or disclosed in an accurate survey of the
Properly, all matters which would be revealed or disclosed by a physical
inspection of the Property; and all interests of tenants in possession.

         Dated this _____ day of ____________, 2003.

                                              GRANTOR:

                                              IGP X SHADOW RIDGE MEADOWS, LTD.,
                                              a California limited partnership

                                              By: IGP X SHADOW RIDGE MEADOWS
                                                  MANAGEMENT, INC., a California
                                                  corporation
                                              By: ______________________________
                                                  Name: David W. Maurer
                                                  Title: President

                                  Page 1 of 1

<PAGE>

                                  SCHEDULE "1"
                               LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL A OF PARCEL MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY ON FEBRUARY 27, 1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS.

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS ONLY, OVER THAT PORTION OF PARCEL B OF PARCEL
MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 27,
1987 AS FILE NO. 87-105065 OF' OFFICIAL RECORDS. MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; SAID POINT
FORMED BY THE INTERSECTION OF TWO COURSES: NORTH 27 37' 40" EAST 343.67 FEET AND
NORTH 62 22' 20" WEST 37.48 FEET; THENCE ALONG SAID WESTERLY BOUNDARY LINE AND
THE NORTHERLY BOUNDARY LINE OF SAID PARCEL B THE, FOLLOWING COURSES: NORTH 62
22' 20" WEST 37.48 FEET TO A POINT ON THE ARC OF A NON-TANGENT 200.00 FOOT
RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 71 59' 4"
EAST, THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 16
14' 24", A DISTANCE OF 56.69 FEET TO A POINT OF REVERSE CURVATURE OF A 200.00
FOOT RADIUS CURVE CONCAVE EASTERLY, THENCE NORTHERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 25 46' 34", A DISTANCE OF 89.98 FEET; THENCE NORTH 27
32' 30" EAST 10.00 FEET; THENCE SOUTH 62 27' 30' EAST 35.35 FEET TO A POINT ON A
NON-TANGENT 24.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL
LINE BEARS NORTH 23 46' 34" WEST; THENCE LEAVING SAID BOUNDARY LINE
SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40 38' 41",
A DISTANCE OF 17.03 FEET TO A POINT OF COMPOUND CURVATURE OF A 170.00 FOOT
RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL LINE BEARS NORTH 64 25'
15" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL
ANGLE OF 511' 58", A DISTANCE OF 15,43 FEET; THENCE TANGENT TO SAID CURVE SOUTH
20 22' 47" WEST 77.51 FEET TO THE BEGINNING OF A TANGENT 34.00 FOOT RADIUS CURVE
CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF

                                  Page 1 of 2

<PAGE>

SAID CURVE THROUGH A CENTRAL ANGLE OF 82 31' 08", A DISTANCE OF 48.97 FEET TO A
POINT ON THE PROLONGATION OF THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; THENCE
ALONG SAID PROLONGATION SOUTH 27 37' 40" WEST 13.00 FEET TO THE POINT OF
BEGINNING.

PARCEL 3:

AN EASEMENT FOR GRADING, EXCAVATION, CONSTRUCTION, USE AND MAINTENANCE OF SLOPES
AND INCIDENTAL PURPOSES THERETO OVER, UNDER, ALONG AND ACROSS THAT PORTION OF
PARCEL B OF PARCEL MAP NO. 14100, IN THE CITY OF OCEANSIDE, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, DECEMBER 30, 1985 AS FILE NO. 85-493506 OF OFFICIAL RECORD, AS SHOWN ON
EXHIBIT "C" OF THAT CERTAIN "SLOPE EASEMENT AGREEMENT" RECORDED MARCH 31, l987
AS FILL NO. 87-167797 OF OFFICIAL RECORDS.

THE EASEMENT HEREIN DESCRIBED IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR
THE USE AND BENEFIT OF THE PRESENT AND FUTURE OWNERS OF ALL OR ANY PORTION OF
PARCEL A, ABOVE DESCRIBED

                                  Page 2 of 2

<PAGE>

STATE OF CALIFORNIA        )
                           ) ss.
COUNTY OF__________________)

         On __________________, 2003 before me, _____________________, a notary
public in and for said Stale, personally appeared ___________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on (he
instrument the persons(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

       W1TNHSS my hand and official seal.         Signature_____________________
                                                  (Seal)
                                  Page 1 of 1
<PAGE>

                              SEPARATE STATEMENT OF
                            DOCUMENTARY TRANSFER TAX

SAN DIEGO COUNTY RECORDER
1600 Pacific Highway
San Diego, CA 92101

Dear Sir:

         In accordance with California Revenue and Taxation Code Section 11932,
it is requested that this Statement of Documentary Transfer Tax due not be
recorded with the attached deed, but be affixed to the deed after recordation
and before return as directed on the deed.

         The deed names IGP X SHADOW RIDGE MEADOWS, LTD., a California limited
partnership, as Grantor, and _______________, as Grantee. The land and
improvements being transferred are located in the City of Vista, County of San
Diego, State of California.

         The amount of the documentary transfer tax due on the attached deed is
_________________________ ($_______ ), computed on the full value of the
improvements less encumbrances of record.

                                          IGP X SHADOW RIDGE MEADOWS, LTD.,
                                          a California limited partnership

                                          By: IGP X SHADOW RIDGE MEADOWS
                                              MANAGEMENT, INC., a California
                                              corporation

                                          By:___________________________________

                                             Name: David W. Maurer
                                             Title: President

                                   Page 1 of 1
<PAGE>
                                   EXHIBIT "E"
                              FORM OF BILL OF SALE

         FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which arc
hereby acknowledged, IGP X SHADOW RIDGE MEADOW'S, LTD., a California limited
partnership ("Seller"), does hereby sell and convey to _________("Buyer"), any
and all of Seller's light, title and interest in and to all tangible personal
property located upon the land described in Schedule "1" attached hereto and
hereby made a part hereof (the "Land") or within the improvements located
thereon, including, without limitation, any and all appliances, furniture,
carpeting, draperies and curtains, tools and supplies, and other items of
personal property owned by Seller (excluding cash and any software) and used
exclusively in the operation of the Land and improvements, AS IS, WHERE IS, AND
WITHOUT WARRANTY of title or use, and without warranty, express or implied, of
merchantability or fitness for a particular purpose.

         TO HAVE AND TO HOLD all of said personal properly unto Buyer, us
successors and assigns, to its own use forever.

         IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the ___
day of ________, 2003.

                                            SELLER

                                            IGP X SHADOW RIDGE MEADOWS, LTD.,
                                            a California limited partnership

                                            By: IGP X SHADOW RIDGE MEADOWS
                                                MANAGEMENT, INC., a California
                                                corporation

                                            By: /s/ David W. Maurer
                                                --------------------------------
                                            Name: David W. Maurer
                                            Title: President

                                   Page 1 of 1

<PAGE>

                                   SCHEDULE"1"
                                LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL A OF PARCEL MAP NO- 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY ON FEBRUARY 27, 1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS.

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS ONLY, OVER THAT PORTION OF PARCEL B OF PARCEL
MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 27,
1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; SAID POINT
FORMED BY THE INTERSECTION OF TWO COURSES: NORTH 27 37' 40" EAST 343.67 FEET AND
NORTH 62 22' 20" WEST 37.48 FEET; THENCE ALONG SAID WESTERLY BOUNDARY LINE AND
THE NORTHERLY BOUNDARY LINE OF SAID PARCEL B THE FOLLOWING COURSES: NORTH 62 22'
20" WEST 37.48 FEET TO A POINT ON THE ARC OF A NON-TANGENT 200.00 FOOT RADIUS
CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID POINT DEARS SOUTH 71 59' 40" EAST,
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 16 14'
24", A DISTANCE OF 56.69 FEET TO A POINT OF REVERSE CURVATURE OF A 200.00 FOOT
RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 25 46' 34", A DISTANCE OF 89.98 FEET; THENCE NORTH 27
32' 30" EAST 10.00 FEET; THENCE SOUTH 62 27' 30" EAST 35.35 FEET TO A POINT ON A
NON-TANGENT 24.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL
LINE BEARS NORTH 23 46' 34" WEST; THENCE LEAVING SAID BOUNDARY LINE
SOUTHWESTERLY ALONG THE ARC OF SAID CURVE: THROUGH A CENTRAL ANGLE OF 40 38'
41", A DISTANCE OF 17.03 FEET TO A POINT OF COMPOUND CURVATURE OF A 170.00 FOOT
RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL LINE BEARS NORTH 64 25'
15" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 511' 58", A DISTANCE OF 1543 FEET; THENCE TANGENT TO SAID CURVE SOUTH
20 22' 47" WEST 77,51 FEET TO THE BEGINNING OF A TANGENT 34.00 FOOT RADIUS CURVE
CONCAVE; NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF

                                   Page 1 of 2

<PAGE>

SAID CURVE THROUGH A CENTRAL ANGLE OF 82 31' 08", A DISTANCE; OF 48,97 FEET TO A
POINT ON THE PROLONGATION OF THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; THENCE
ALONG SAID PROLONGATION SOUTH 27 37' 40" WEST 13.00 FEET TO THE POINT OF
BEGINNING.

PARCEL 3:

AN EASEMENT FOR GRADING, EXCAVATION, CONSTRUCTION, USE AND MAINTENANCE OF SLOPES
AND INCIDENTAL PURPOSES THERETO OVER, UNDER, ALONG AND ACROSS THAT PORTION OF
PARCEL B OF PARCEL MAP NO. 14100, IN THE CITY OF OCEANSIDE, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, DECEMBER 30, 1985 AS FILE NO. 85-493506 OF OFFICIAL RECORD, AS SHOWN ON
EXHIBIT "C" OF THAT CERTAIN "SLOPE EASEMENT AGREEMENT" RECORDED MARCH 31, 1987
AS FILE NO. 87-167797 OF OFFICIAL RECORDS.

THE EASEMENT HEREIN DESCRIBED IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR
THE USE AND BENEFIT OF THE PRESENT AND FUTURE OWNERS OF ALL OR ANY PORTION OF
PARCEL A, ABOVE DESCRIBED.

                                   Page 2 of 2

<PAGE>

                                   EXHIBIT "F"
                          FORM OF ASSIGNMENT OF LEASES

         THIS ASSIGNMENT OF LEASES ("Assignment") is made as of this _ day of

_____________________________________, 2003, between IGP X SHADOW RIDGE
MEADOWS," LTD, a California limited partnership ("Assignor"), and
______________________, a________________ ("Assignee"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings given to such
terms in that certain Purchase and Sale Agreement and Escrow instructions dated
effective as of December 8, 2003, between Assignor, as Seller, and Assignee, as
Buyer (the "Purchase Agreement").

         Pursuant to the Purchase Agreement, Assignor is concurrently herewith
transferring and conveying to Assignee all right, title and interest of Assignor
in and to the Real Properly described on Schedule "1" attached hereto and
incorporated herein by reference. As part of such transaction, Assignor hereby
assigns, transfers, sets over and conveys to Assignee all of Assignor's right,
title and interest in, to and under the Leases, including the Lease(s) described
on Schedule "2" attached hereto and incorporated herein by reference, together
with all Security Deposits tendered under the Leases remaining in the possession
of Assignor.

         Subject to the terms of the Purchase Agreement and the express
obligations and responsibilities of the parties thereunder, Assignee does hereby
assume and agree to perform all of Assignor's obligations and liabilities under
or with respect to the Leases accruing from and after the dale hereof.

         Assignor hereby agrees to indemnify Assignee and hold Assignee harmless
from and against any and all claims pertaining to the Leases arising prior to
Closing, and Assignee hereby agrees to indemnify Assignor and hold Assignor
harmless from and against any and all claims pertaining to the Leases arising
from and after the Closing, including without limitation, claims made by tenants
with respect to tenants' Security Deposits to the extent paid, credited or
assigned lo Assignee pursuant to the Purchase Agreement.

         This Assignment shall be binding upon and inure to the benefit of
Assignor and Assignee and their respective heirs, executors, administrators,
successors and assigns. Each entity constituting Assignee shall be jointly and
severally liable for all obligations of Assignee hereunder.

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

                            [SIGNATURE PAGE FOLLOWS]

                                   Pace 1 of 2

<PAGE>

         IN WITNESS WHEREOF, Assignor and Assignee have each executed this
Assignment as of the date first written above.

ASSIGNOR                                    ASSIGNEE

IGP X SHADOW RIDGE MEADOWS                  __________________________________,
LTD., a California Limited Partnership      a ________________________________

By: IGP X SHADOW RIDGE MEADOWS          By: __________________________________
    MANAGEMENT. INC.,                       Name: ____________________________
    a California corporation                Title: ___________________________

By: _____________________________
    Name: David W. Maurer               By: __________________________________
    Title: President                    Name: ________________________________
                                        Title: _______________________________

                                  Page 2 of 2

<PAGE>

                                  SCHEDULE "1"
                                LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL A OF PARCEL MAP NO, 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY ON FEBRUARY 27, 1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS.

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS ONLY, OVER THAT PORTION OF PARCEL B OF PARCEL
MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER Or SAN DIEGO COUNTY, FEBRUARY 27,
1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; SAID POINT
FORMED BY THE INTERSECTION OF TWO COURSES: NORTH 27 37' 40" EAST 343.67 FEET
AND NORTH 62 22' 20" WEST 37.48 FEET; THENCE ALONG SAID WESTERLY BOUNDARY LINE
AND THE NORTHERLY BOUNDARY LINE OF SAID PARCEL B THE FOLLOWING COURSES: NORTH 62
22' 20" WEST 37.48 FEET TO A POINT ON THE ARC OF A NON-TANGENT 200.00 FOOT
RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 71 59'
40" EAST, THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE
OF 16 14' 24", A DISTANCE OF 56.69 FEET TO A POINT OF REVERSE CURVATURE OF A
200.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF
SAID CURVE THROUGH A CENTRAL, ANGLE OF 25 46' 34", A DISTANCE OF 89.98 FEET;
THENCE NORTH 27 32' 30" EAST 10.00 FEET; THENCE SOUTH 62 27' 30" EAST 35.35 FEET
TO A POINT ON A NON-TANGENT 24.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, TO
WHICH A RADIAL LINE BEARS NORTH 23 46' 34" WEST; THENCE LEAVING SAID BOUNDARY
LINE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40 38'
41", A DISTANCE OF" 17.03 FEET TO A POINT OF COMPOUND CURVATURE OF A 170.00 FOOT
RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL LINE BEARS NORTH 64 25'
15" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 5 11' 58", A DISTANCE OF 15.43 FEET; THENCE TANGENT TO SAID CURVE SOUTH
20 22' 47" WEST 77.51 FEET TO THE BEGINNING OF A TANGENT 34.00 FOOT RADIUS CURVE
CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH
A CENTRAL ANGLE OF 82 31' 08", A DISTANCE OF 48.97

                                   Page 1 of 2

<PAGE>

FEET TO A POINT ON THE PROLONGATION OF THE WESTERLY BOUNDARY LINE OF SAID PARCEL
B; THENCE ALONG SAID PROLONGATION SOUTH 27 37' 40" WEST 13.00 FEET TO THE POINT
OF BEGINNING.

PARCEL 3:

AN EASEMENT FOR GRADING, EXCAVATION, CONSTRUCTION, USE AND MAINTENANCE OF SLOPES
AND INCIDENTAL PURPOSES THERETO OVER, UNDER, ALONG AND ACROSS THAT PORTION OF
PARCEL B OF PARCEL MAP NO. 14100, IN THE CITY OF OCEANSIDE, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, DECEMBER 30, 1985 AS FILE NO. 85-493506 OF OFFICIAL RECORD, AS SHOWN ON
EXHIBIT "C" OF THAT CERTAIN "SLOPE EASEMENT AGREEMENT" RECORDED MARCH 31, 1987
AS FILE NO. 87-167797 OF OFFICIAL RECORDS.

THE EASEMENT HEREIN DESCRIBED IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR
THE USE AND BENEFIT OF THE PRESENT AND FUTURE OWNERS OF ALL OR ANY PORTION OF
PARCEL A, ABOVE DESCRIBED.

                                  Page 2 of 2

<PAGE>

                                  SCHEDULE "2"
                                     LEASES

                                [TO BE ATTACHED]

                                   Page 1 of 1
<PAGE>

                                   EXHIBIT "G"
                        FORM OF ASSIGNMENT AND ASSUMPTION
                          OF CONTRACTS AND INTANGIBLES

         THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES
("Assignment") is made as of December 8, 2003, between IGP X SHADOW RIDGE
MEADOWS, LTD., a California limited partnership ("Assignor"), and_____________,
a______("Assignee"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in that certain Purchase and
Sale Agreement and Escrow Instructions dated effective as of December 8, 2003,
between Assignor, as Seller, and Assignee, as Buyer (the "Purchase Agreement").

         Pursuant to the Purchase Agreement, Assignor is concurrently herewith
transferring and conveying to assignee all right, title and interest of Assignor
in and to the Real Property described on Schedule "1" attached hereto and
incorporated herein by reference. As part of such transaction, Assignor hereby
assigns, transfers, sets over and conveys to Assignee all of Assignor's right,
title and interest, to the extent assignable, in, to and under any and all of
the following:

                  (i)      the Service Contracts listed and described on
                           Schedule "2" attached hereto and incorporated herein
                           by reference; and

                  (ii)     all other Intangibles relating to the Real Property
                           or Personal Properly.

All items described in (i) and (ii) above are hereinafter collectively referred
to as the "Assigned Contracts and Intangibles."

         Subject to the terms of the Purchase Agreement and the express
obligations and responsibilities of the parties thereunder, Assignee does hereby
assume and agree to perform all of Assignor's obligations and liabilities under
the Assigned Contracts and Intangibles accruing from and after the date hereof.

         Assignor hereby agrees to indemnify Assignee and hold Assignee harmless
from and against any and all claims pertaining to the Assigned Contracts and
Intangibles arising prior to Closing, and Assignee hereby agrees to indemnify
Assignor and hold Assignor harmless from and against any and all claims
pertaining to the Assigned Contracts and Intangibles arising from and after the
Closing.

         This Assignment shall be binding upon and inure to the benefit of
Assignor and Assignee and their respective heirs, executors, administrators,
successors and assigns. Each entity constituting Assignee shall be jointly and
severally liable for all obligations of Assignee hereunder.

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

                                  Page 1 of 2
<PAGE>

         IN WITNESS WHEREOF, Assignor and Assignee have each executed this
Assignment as of the date first written above.


ASSIGNOR                                        ASSIGNEE

IGP X SHADOW RIDGE MEADOWS                      ________________________________
LTD., a California Limited Partnership          a_______________________________

By: IGP X SHADOW RIDGE MEADOWS                  By:_____________________________
    MANAGEMENT, INC.,                              Name:________________________
    a California corporation                       Title:_______________________

By:___________________________________
   Name: David W. Maurer                        By:_____________________________
   Title: President                                Name:________________________
                                                   Title:_______________________

                                  Page 2 of 2
<PAGE>
                                  SCHEDULE "1"

                               LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF
SAN DIEGO AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL A OF PARCEL MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY ON FEBRUARY 27, 1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS.

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS ONLY, OVER THAT PORTION OF PARCEL B OF PARCEL
MAP NO. 14711, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 27,
1987 AS FILE NO. 87-105065 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY BOUNDARY LINE OF SAID PARCEL B; SAID POINT
FORMED BY THE INTERSECTION OF TWO COURSES: NORTH 27 37' 40" EAST 343.67 FEET AND
NORTH 62 22' 20" WEST 37.48 FEET; THENCE ALONG SAID WESTERLY BOUNDARY LINE AND
THE NORTHERLY BOUNDARY LINE OF SAID PARCEL B THE FOLLOWING COURSES: NORTH 62
22' 20" WEST 37.48 FEET TO A POINT ON THE ARC OF A NON-TANGENT 200.00 FOOT
RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 71 59'
40" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE
OF 16 14' 24", A DISTANCE OF 56.69 FEET TO A POINT OF REVERSE CURVATURE OF A
200.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF
SAID CURVE THROUGH A CENTRAL ANGLE OF 25 46' 34", A DISTANCE OF 89.98 FEET;
THENCE NORTH 27 32' 30" EAST 10.00 FEET; THENCE SOUTH 62 27' 30' EAST 35.35 FEET
TO A POINT ON A NON-TANGENT 24.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, TO
WHICH A RADIAL LINE BEARS NORTH 23 46' 34" WEST; THENCE LEAVING SAID BOUNDARY
LINE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 40 38'
41", A DISTANCE OF 17.03 FEET TO A POINT OF COMPOUND CURVATURE OF A 170.00 FOOT
RADIUS CURVE CONCAVE SOUTHEASTERLY, TO WHICH A RADIAL LINE BEARS NORTH 64 25'
15" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 5 11,58", A DISTANCE OF 15.43 FEET; THENCE TANGENT TO SAID CURVE SOUTH
20 22' 47" WEST 77.51 FEET TO THE BEGINNING OF A TANGENT 34.00 FOOT RADIUS CURVE
CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH
A CENTRAL ANGLE OF 82 31 08", A DISTANCE OF 48.97

                                  Page 1 of 2
<PAGE>
p
FEET TO A POINT ON THE PROLONGATION OF THE WESTERLY BOUNDARY LINE OF SAID
PARCEL B; THENCE ALONG SAID PROLONGATION SOUTH 27 37' 40" WEST 13.00 FEET TO
THE POINT OF BEGINNING.

PARCEL 3:

AN EASEMENT FOR GRADING, EXCAVATION, CONSTRUCTION, USE AND MAINTENANCE OF SLOPES
AND INCIDENTAL PURPOSES THERETO OVER, UNDER, ALONG AND ACROSS THAT PORTION OF
PARCEL B OF PARCEL MAP NO. 14100, IN THE CITY OF OCEANSIDE, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN
DIEGO COUNTY, DECEMBER 30, 1985 AS FILE NO. 85-493506 OF OFFICIAL RECORD, AS
SHOWN ON EXHIBIT "C" OF THAT CERTAIN "SLOPE EASEMENT AGREEMENT" RECORDED MARCH
31, 1987 AS FILE NO. 87-167797 OF OFFICIAL RECORDS.

THE EASEMENT HEREIN DESCRIBED IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR
THE USE AND BENEFIT OF THE PRESENT AND FUTURE OWNERS OF ALL OR ANY PORTION OF
PARCEL A, ABOVE DESCRIBED.

                                  Page 2 of 2
<PAGE>

                                  SCHEDULE "2"

                                   CONTRACTS

                                 TO BE ATTACHED

                                  Page 1 of 1
<PAGE>

                                   EXHIBIT "H"

                              FORM OF TENANT NOTICE

TENANT NOTIFICATION LETTER

[DATE OF SALE CLOSING]

HAND DELIVERED

TO:      All Tenants at 1500 South Melrose Drive, Vista, CA

RE:      1500 South Melrose Drive
         Notification Regarding Change of Ownership

         This letter is to notify you as a Tenant of the properly located at
1500 South Melrose Drive, Vista, California (the "Property"), that the Property
has been sold by IGP X SHADOW RIDGE MEADOWS, LTD., a California limited
partnership ("Seller"), to __________, a ___________________ ( "Buyer"). As of
the date hereof, Seller has assigned your Lease and the security deposit amount
held pursuant to the Lease to Buyer. From the date of this letter, any and all
unpaid rent as well as all future rent, or any other amounts due under the terms
of your Lease, shall be directed as follows:

                  TO :   __________________________

                  ATTN:  __________________________

                  AT:    __________________________

         As part of the sale, all refundable tenant deposits, if any, actually
held by Seller with respect to the Property have been transferred to, and
Seller's obligations with respect to such deposits have been assumed by, Buyer
as of the date of this letter. Any and all payments of rent (or other sums due
under your Lease) hereafter paid to any party other than Buyer shall not relieve
you of the obligation of making said payment to Buyer.

                                     SELLER:

                                     IGP X SHADOW RIDGE MEADOWS, LTD.,
                                     a California limited partnership

                                     By:  IGP X SHADOW RIDGE MEADOWS
                                          MANAGEMENT, INC., a California
                                          corporation

                                     By:________________________________________
                                        Name: David W Maurer
                                        Title: President

                                  Page 1 of 1
<PAGE>

                                  EXHIBIT "I-1"

                           FORM OF FIRPTA CERTIFICATE

                    CERTIFICATE REGARDING FOREIGN INVESTMENT
                            IN REAL PROPERTY TAX ACT

                              (ENTITY TRANSFEROR)

         Section 1445 of the Internal Revenue Code provides that the transferee
of a United Slates property interest must withhold tax if the transferor is a
foreign person. To inform _______ ,a _______("Buyer"), that withholding of tax
is not required upon the disposition of a United States real property interest
by IGP X SHADOW RIDGE MEADOWS, LTD., a California limited partnership
("Seller"), and with the knowledge that Buyer will rely upon the following
statements, Seller hereby certifies the following facts to Buyer:

         1.       Seller is not a foreign corporation, foreign partnership,
                  foreign trust, foreign estate or foreign person (as those
                  terms are defined in the Internal Revenue Code and Income Tax
                  Regulations).

         2.       Seller's United States Employer Identification Number/Social
                  Security Number is: ____________

         3.       Seller's office address is: 11230 Sorrento Valley Road, Suite
                  220, San Diego, California 92121-1329.

         Seller understands that Buyer may disclose this certification to the
Internal Revenue Service and that any false statement contained herein could be
punished by fine, imprisonment, or both.

         Under penalty of perjury, the undersigned declare that I/we have
examined this Certificate and, to the best of my/our knowledge and belief, it is
true, correct and complete, and I/we further declare that I/we have authority to
sign this document on behalf of Seller.

Dated as of___________,2003                  SELLER

                                               IGP X SHADOW RIDGE MEADOWS, LTD.,
                                             a California limited partnership

                                             By: IGP  X SHADOW RIDGE MEADOWS
                                                 MANAGEMENT, INC., a California
                                                 corporation

                                             By:________________________________
                                                Name: David W. Manrer
                                                Title: President

                                  Page 1 of 1
<PAGE>

                                 EXHIBIT "I-2"

               REAL ESTATE WITHHOLDING EXEMPTION CERTIFICATE AND       CALIFORNI
YEAR                WAIVER REQUEST FOR NON-INDIVIDUAL SELLERS            A FORM

2003                                                                    593-W

                                  [ILLEGIBLE]

<TABLE>
<CAPTION>
                              SELLER'S INFORMATION
--------------------------------------------------------------------------------------------
<S>                                         <C>           <C>      <C>          <C>
Name                                        [ ] CA        [ ]      [ ] SOS      [ ] Social
IGP X SHADOW RIDGE  MEADOWS, LTD., a        corp. no.     FEIN     file no.     security no.
California limited partnership              [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
--------------------------------------------------------------------------------------------
Address                                     Private Mailbox     NOTE:  If you do not furnish
11230 Sorrento Valley Road, Suite 220       no.                        your lax ID number
                                            [ ] [ ] [ ] [ ] [ ]        this certificate is
                                                                       void.
--------------------------------------------------------------------------------------------
City, State, ZIP Code                       Daytime number             Ownership
San Diego, CA 92121-1329                   (858)457-2750               percentage       100%
--------------------------------------------------------------------------------------------
Property address (if no street address, provide parcel number and country)
--------------------------------------------------------------------------------------------
</TABLE>

Read the following and check the appropriate box. SEE LINE-BY-LINE INSTRUCTIONS,
PART 1 - WITHHOLDING EXEMPTION CERTIFICATE.

                                                                        YES   NO

1.   Is the total sales price of this property, before applying your
     percentage of ownership, $100,000 or less?.....................    [ ]  [ ]


2    Is the seller a corporation that is either qualified through
     the California Secretary of State or has a permanent place of
     business in California?........................................    [ ]  [ ]

3    Is the seller a partnership with recorded title to the property    [ ]  [ ]
     in the name of the partnership? (If yes, the partnership must
     still file a California tax return to report the sale and
     withhold on foreign and domestic nonresident
     partners as required. Gel FTB Pub. 1017, Nonresident Withholding
     Partnership Guidelines, for withholding information.)

4.   Is the seller (recorded title holder) a limited liability company  [ ]  [ ]
     (L.L.C) that is classified as a partnership and is not a
     disregarded single member
     LLC for federal and California income tax purposes?
     (If yes, the LLC must still file a California tax return to report the sale
     and withhold on foreign and domestic nonresident members as required. Get
     FIB Pub. 1017, Nonresident Withholding Partnership Guidelines, for
     withholding information.)..

5.   Is the seller a tax-exempt entity under either California or       [ ]  [ ]
     federal law?...............................................

6.   Is the seller an irrevocable trust with at least one trustee
     who is a California resident? (If yes, the                         [ ]  [ ]

                                  Page 1 of 3
<PAGE>

     trust must still file a California

     tax return to report the sale and withhold when distributing
     California source taxable income to nonresident beneficiaries as
     required.

     Get FTB Pub. 1023, Nonresident Withholding Independent
     Contractor, Rent & Royally Guidelines, for withholding
     information.)...................................................

7.   Is the seller an estate where the decedent was a California
     resident at the time of death? (If yes, the                       [ ]  [ ]
     estate must still file a California fiduciary
     tax return to report the sale and withhold when distributing
     California source taxable income to nonresident beneficiaries as
     required.

     Gel FTB Pub. 1023, Nonresident Withholding Independent
     Contractor, Rent & Royalty Guidelines, for withholding
     information.)...................................................

8.   Is the seller a bank or a bank acting as a fiduciary for a trust? [ ]  [ ]

9.   Is the seller an insurance company, Individual Retirement Account [ ]  [ ]
     (IRA), or qualified pension/profit sharing plan?...............

Under penalties of perjury, I hereby certify that the information
provided above is, to the best of my knowledge, true and correct. If
conditions change, I
will promptly inform the withholding agent. I understand that
completing this form does not exempt me from filing a
California income or franchise tax return to report this sale.

     Seller's name and title (type or print)___________________________________

     Seller's signature _______________________________________________________
     Date: ____________________________________________________________________


If you answered "YES" to any of the above questions, STOP HERE. You
are exempt from the real estate withholding requirements. Provide this
form to your escrow company or the buyer (withholding agent).

If you answered "NO" to all of the above questions, you are subject to
the real estate withholding requirements. file required withholding is
3 1/3 percent of the total sales price. Do you expect your tax
liability from the sale of this property to be substantially less than
that amount? If so, would you like to request a reduced amount of
withholding?

     [ ] Yes. Complete the Withholding Waiver Request (Part II) and send it to
     the Franchise Tax Board.

     [ ] No. STOP HERE. Your escrow officer will withhold 3 1/3 percent of the
               total sales price and send it to us on your behalf. Obtain the
               seller's copy of Form 597, Real Estate Withholding Tax Statement,
               from the escrow officer to attach to your California income tax
               return when you file and claim the amount withheld.

WITHHOLDING AGENT: If you have a requirement to withhold, complete Form 597,
Real Estate Withholding Tax Statement, and send one copy to us with the
withholding payment and give two copies to the seller. Refer to the Form 597
Instructions.

FOR PRIVACY ACT NOTICE, GET FORM    593W03103   Form 593-W C2 (NEW 12-2002) Side
FTB 1131.                                                                      1

<PAGE>

                                                                       CALIFORNI
YEAR                                                                     A FORM

 2003                                                                     593-W

                                   [ILLEGIBLE]

                              SELLER'S INFORMATION

<TABLE>
<S>                                                               <C>              <C>
---------------------------------------------------------------   ---------------  -----------------------------------
Name of seller (if more than one, see Part II - Withholding       SELLER'S ENTITY  [ ] California corporation
Waiver Request Instructions for multiple sellers)                 TYPE             no. [ ] FEIN
                                                                                   [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
---------------------------------------------------------------   ---------------  -----------------------------------
Mailing address                             Private Mailbox       [ ] Corporation  Seller's social security
                                            no.                                    number (SSN)
                                            [ ] [ ] [ ] [ ] [ ]   [ ] S            [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
---------------------------------------------------------------   ---------------  -----------------------------------
City, state and ZIP Code (province, country , and postal          Corporation      Seller's email address
zone)
---------------------------------------------------------------   ---------------  ------------------------------
Daytime number                              Ownership             [ ] Extate
(     )                                     percentage            [ ] Trust
---------------------------------------------------------------   ---------------  ------------------------------
</TABLE>

Provide a brief explanation of your reason for requesting a waiver or reduced
withholding. See instructions for examples of situations for which a
waiver or reduced withholding is allowed and for the required information and
documentation.

                              PROPERTY INFORMATION

Property address (if no street address, provide parcel number and county)

<TABLE>
<S>                                                            <C>
-----------------------------------------------------          --------------------------------------------
 Seller acquired property by (check one):                      Date seller acquired property
[ ] Purchase [ ] Inheritance
-----------------------------------------------------          --------------------------------------------
Foreclosure/Repossession                                       Seller's adjusted basis:
[ ] Gift     [ ] 1031 Exchange  call (888)
792-4900 U.S. toll-free                                            Purchase price $______________________
                         or (916) 845-4900                         Add: improvements
[ ] Other                                                          Less: depreciation
-----------------------------------------------------              Adjusted basis $_____________________

Use of property at time of sale:                               PROVIDE ALL REQUIRED DOCUMENTATION LISTED IN
[ ] Rental / Commercial       [ ] Vacant land                  THE INSTRUCTIONS.
[ ] Secondary / Vacation home   [ ] Other (attach
explanation)

Length of time used for this purpose: Years ________
Months
-----------------------------------------------------          --------------------------------------------

                                                ESCROW INFORMATION

-----------------------------------------------------          --------------------------------------------
Name and address of escrow company                             Escrow company email address
-----------------------------------------------------          --------------------------------------------
                                                               Name of escrow officer   Escrow number
-----------------------------------------------------          --------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                    <C>                      <C>
--------------------------------------------------------------------------------------------------------------------
                                                       Escrow company or        FAX number
                                                       officer                  (    )
                                                       telephone number
                                                       (      )
--------------------------------------------------------------------------------------------------------------------
Total sales price of property before applying          Estimated close of escrow date
your ownership interest

                                               BUYER'S INFORMATION

--------------------------------------------------------------------------------------------------------------------
Name of buyer (sec Part II - Withholding Waiver Request Instruct if more than    Buyer's social
one)                                                                             security number (SSN)
                                                                                 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
--------------------------------------------------------------------------------------------------------------------
Address (number and street, PO box or rural route)          Private              [ ] California Corporation
                                                            Mailbox No.          no. [ ] FEIN
                                                            [ ] [ ] [ ] [ ] [ ]  [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
--------------------------------------------------------------------------------------------------------------------
City, state, and ZIP Code (province, country, and postal zone)                   Buyer's spouse's SSN
                                                                                 (if applicable)
                                                                                 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Under penalties of perjury, I hereby certify that the information provided above
is, to the best of my knowledge, true and correct. If conditions change, I will
promptly inform the withholding agent and the Franchise Tax Board. I understand
that completing this form does not exempt me from filing a California income or
franchise tax return to report this sale.

Seller's name and title (type or print)

________________________________________________________________________________

Seller's signature

__________________________________________________________________________ Dale:

Side 2 Form 593-W C2 (NEW 12-       593W0303    FOR PRIVACY ACT NOTICE, GET FORM
2002)                                                                  FTB 1131.