FORM OF
                              AMENDED AND RESTATED
                         AGREEMENT OF PURCHASE AND SALE
                           FOR ACQUISITION TRANSITION

                               ARTICLE 1. PARTIES
                               ------------------


         101. The parties to this Agreement are  _______________________________
("Seller"), and __________________________, L.P., or its assigns ("Purchaser").



                      ARTICLE 2. PROPERTY TO BE PURCHASED
                      -----------------------------------

         201.  In  consideration  of Ten Dollars  ($10.00)  cash in hand paid by
Purchaser  to  Seller,   the  receipt  and   sufficiency  of  which  are  hereby
acknowledged,  Seller  agrees  to sell to  Purchaser  and  Purchaser  agrees  to
purchase from Seller,  on the terms and conditions  hereinafter set forth,  that
certain  parcel(s)  of land  (the  "Land")  owned by Seller  as  identified  and
particularly  described in Exhibit "A", attached hereto and incorporated  herein
by this  reference,  together with the following  property:  (a) all  buildings,
structures  and other  improvements  located on the Land,  and all  fixtures and
appurtenances thereto, (herein collectively called the "Improvements");  (b) all
appliances  and installed  equipment  owned by Seller,  located at, on or in the
Improvements  or Land listed in Exhibit  "B"  attached  hereto and  incorporated
herein by this reference (herein  collectively called the "Equipment");  (c) any
portion of the Land lying in the right-of-way of any alley, passageway,  street,
road, highway or avenue, proposed, open, or closed, adjoining all or any part of
the Land and in any and all strips,  gores and  rights-of-way;  (d) all riparian
rights,  hereditament,  easements and other rights,  privileges  and  immunities
appurtenant to the Land; (e) all leases, rents and profits accruing with respect
to the Land's  Improvements and Equipment after the Closing;  and (f) all of the
Seller's right,  title and interest in all transferable (to the extent,  if any,
such rights are  transferable)  intangible  property of every nature  whatsoever
pertaining to the Land and Improvements,  including without limitation,  all the
Service  Agreements,   licenses,  permits,  escrow  deposits,  contract  rights,
instruments,  claims, chooses in action,  building and property names and signs,
property phone numbers,  booklets,  manuals and transferable  utility contracts,
but excluding all cash, bank accounts,  utility deposits, and other revenues and
income  accruing  prior to  Closing.  All of the  foregoing  real  and  personal
property is hereinafter collectively called the "Property".



                           ARTICLE 3. PURCHASE PRICE
                            -------------------------

                  The  Purchase  Price for the Property  shall be  $____________
inclusive of all amounts owed to the existing  first  lienholder  identified  in
Exhibit  "A",  with  the  cash  portion  being  subject  to all  prorations  and
adjustments  provided  herein.  The cash portion of the Purchase  Price shall be
paid as follows:

         301. On or prior to the Effective Date, Purchaser shall deposit in cash
or by check,  with Taylor,  Covington & Smith,  P.A., as agents for  Mississippi
Valley Title  Insurance  Company (the "Escrow  Agent") the sum of  $25,000.00 as
earnest  money  deposit (the "Earnest  Money").  Escrow Agent shall  immediately
deposit the Earnest Money in an interest  bearing insured account  acceptable to
Purchaser.  Escrow  Agent  shall  hold  and  administer  the  Earnest  Money  in
accordance with the terms and conditions of this Agreement.  At Closing,  Escrow
Agent shall pay the Earnest Money to Seller and Purchaser shall receive a credit
for said amount against the cash portion of the Purchase Price. The terms of the
escrow arrangement shall be as described in Exhibit "D" attached hereto.

         302.  The  remainder  of the  Purchase  Price,  less the Earnest  Money
credited to  Purchaser  and the balance of the existing  secured debt  currently
encumbering  the Property as of the closing date in an amount not  exceeding the
amount set forth in Exhibit "A", shall be paid at Closing by (a) certified check
drawn on a national or state bank,  (b) cashier's  check issued by a national or
state bank, or (c) bank wire transfer.  The Property shall be conveyed to Seller
subject  to the  existing  mortgage  described  herein  on terms  acceptable  to
Purchaser.  Purchaser and Seller agree to execute all documents requested by the
current  lienholder  of the  Property  and HUD to  evidence  a  transfer  of the
Property  subject to such debt.  Purchaser  and Seller agree to fully  cooperate
with HUD and the current  lienholder  to  effectuate  transfer  of the  Property
subject to the existing lien described in Exhibit "A".



                  ARTICLE 4. CASH ADJUSTMENTS AND CLOSING COSTS
                  ---------------------------------------------

         401.  The  following  items  shall be  apportioned  between  Seller and
Purchaser  as of 11:59 p.m. on the  Closing  Date or a date to be agreed upon by
the  parties,  and the net  amount of all such  adjustments  shall  increase  or
decrease,  as the case may be, the net amount  payable by Purchaser to Seller at
Closing pursuant to Section 302 hereof:

                  401.1 All rent  paid,  prepaid  or  collected  by Seller  with
respect  to any  leases,  rental  agreements  or  occupancy  agreements  for the
Property  (collectively,  the "Leases"),  including,  without limitation,  those
items described in Exhibit "C" attached hereto and  incorporated  herein by this
reference,  collected during the month of Closing.  All unprorated rents for the
period prior to closing belong to the Seller.

                  401.2 All real and  personal  property  taxes and other  taxes
imposed on the  ownership of the  Property for the 1999 tax year.  If 1999 taxes
are unknown,  said tax proration  shall be estimated based on the taxes paid for
the year 1998. All special assessments  assessed prior to the Closing Date shall
be paid by Seller.  If taxes are prorated  based on an  estimate,  and if actual
1999 taxes vary from the estimate,  the parties shall  re-prorate  when the 1999
taxes become known. This re-proration obligation shall survive closing.

                  401.3 Utility  charges,  payable by the owner of the Property,
including without limitation,  water,  sewer,  electric,  gas, telephone,  trash
removal,  and garbage  removal.  To the extent  practicable,  the parties  shall
cooperate in seeking to obtain a transfer to the utility accounts on the Closing
Date, with a full release of Seller. If any utility accounts are not transferred
on the Closing Date, the parties shall  cooperate in arranging for said transfer
as soon as practicable after the Closing Date.

                  401.4 All charges  under any and all  contracts  for goods and
services  furnished to the Property.  If Purchaser does not choose to assume any
of such contracts,  Purchaser shall so inform Seller within fifteen (15) days of
the Effective  Date, in which event Seller shall cancel at Closing all contracts
cancelable by their terms prior to Closing, and if not cancelable by their terms
prior to Closing,  Seller,  at its  option,  may either (i) work out some mutual
agreement with Purchaser,  or (ii) terminate this  Agreement.  At Closing Seller
and  Purchaser  shall execute an agreement in which each party  indemnifies  the
other  for any  claims  arising  out of such  assumed  contracts,  which,  as to
Seller's  indemnity,  shall be for the period  through  the date of Closing  and
which, as to Purchaser's indemnity, shall be for the period after Closing.

         402.  Any item of income or expense  required to be  apportioned  under
this  Article  that  for any  reason  is not  apportioned  at  Closing  shall be
apportioned as soon thereafter as practicable.  If any mutual mistake, including
without  limitation,  any  erroneous  mathematical  calculation,  is made in any
apportionment  at Closing,  Seller and Purchaser shall,  promptly,  correct said
mistake and make any payment required to produce an accurate apportionment.

These obligations shall survive the Closing.

         403. Seller shall pay at Closing all recording costs for any release or
title  clearance  documents and the State of Mississippi  transfer or stamp tax.
Purchaser shall pay the cost of recording the limited  warranty deed. Each party
shall be  responsible  for and shall pay its own  attorneys'  fees and expenses,
together  with  any  other  costs  and  expenses  incurred  by a  party  and not
specifically allocated herein.

         404. Seller acknowledges that Section 1445 of the Internal Revenue Code
of 1986,  as  amended  and  applicable  state  laws (the  "Codes")  may  require
Purchaser to withhold a portion of the net proceeds payable to Seller at Closing
unless  Seller  establishes  to the  satisfaction  of counsel to Purchaser  that
withholding is not required under the Codes.

         405. At closing,  Seller  shall  transfer  and pay to Purchaser in good
funds,  or  Purchaser  shall  receive a credit,  for all tenant and pet security
deposits or deposits  collected by Seller  applicable to all Leases described in
Exhibit "C" as revised to take into  account  move-outs  and new leases  through
closing.

         406.  Purchaser  shall  purchase  the balance of any tax and  insurance
escrow account or replacement reserve account established with Seller's first in
priority secured lender as of the Closing from Seller provided such balances are
transferred at closing.

         407.  Seller shall  provide,  deliver and pay for the  preparation  and
issuance of an Owner's title insurance commitment insuring the Purchaser for the
full amount of the Purchase  Price with no  exceptions  other than the Permitted
Exceptions and including all  endorsements as the Secretary of the United States
Department  of Housing  and Urban  Development  may  require as a  condition  of
closing. Purchaser shall pay for the cost of any title insurance premiums.

         408.  Each party shall be  responsible  for and pay its own  attorney's
fees in connection with this transaction.

         409.  Purchaser shall pay to HUD the required fee for the processing of
the  Application  for the Transfer of Physical Assets and all costs and expenses
charged by the holder of the HUD insured  loan for  processing  and granting its
approval or consent to the transfer of the Property  and the  assumption  of its
loan.



                        ARTICLE 5. CLOSING DATE AND PLACE
                        ---------------------------------

         501. Unless extended in accordance with this Agreement,  the Closing of
this  transaction  shall take place on or before ten (10) days from  Purchaser's
receipt of the written consents  required in Articles 902 and 903 for all of the
entities  listed in Exhibit "E",  unless waived by Purchaser,  and in accordance
with the terms of this Agreement. The Closing date shall be set by the Purchaser
upon no less than five (5) days prior notice to Seller from  Purchaser.  Closing
shall occur at the offices of Taylor,  Covington & Smith, 315 Tombigbee  Street,
Jackson,  Mississippi  39201 or such  other  date and place as the  parties  may
mutually agree.

         502. The Purchaser may extend the closing date for an additional thirty
days by depositing additional earnest money in the amount of $25,000.00 with the
Escrow Agent for such extension prior to the Closing Date.



                           ARTICLE 6. TITLE AND SURVEY
                           ---------------------------

         601.  Seller shall convey to Purchaser by limited  warranty  deed good,
marketable  and  insurable  title to the  Property  free and clear of all liens,
leases,   encumbrances,   tenants,   encroachments,   restrictions,   covenants,
assessments,  charges, agreements, taxes and easements, except for the Permitted
Title  Exceptions  determined in accordance with this Section 601. The Permitted
Title  Exceptions shall include only the following:  (i) 1999 state,  county and
municipal ad valorem taxes on the Property  which are a lien but not yet due and
payable as of Closing;  (ii) the Leases;  (iii) easements for the maintenance of
public utilities that serve and benefit the Property, and slope and right-of-way
easements for adjacent public rights-of-way which do not affect the use or value
of the Property;  and (iv) the existing lien  documents set forth in Exhibit "A"
attached hereto provided that the amount secured  thereunder does not exceed the
amount set forth in Article 302; and (v) the exceptions  listed in Schedule B of
the Title Insurance Commitment  previously furnished Purchaser,  except for 1998
property  taxes;  however  Permitted  Title  Exceptions  shall  not be deemed to
include any matters  occurring  after the effective date of the aforesaid  Title
Insurance Commitment.  Purchaser shall have the right to re-examine title to the
Property  on or  immediately  prior to the day of Closing.  If such  examination
reveals any new defects or encumbrances, Purchaser may object thereto in writing
on or before the date of Closing, and in such event Seller shall have up to five
(5) days  thereafter  to cure same or Purchaser  may cancel this  Agreement  and
receive a full  return of its  Earnest  Money.  Seller  agrees that it shall not
voluntarily  encumber  title to the Property  after the date of final  execution
hereof.

         602. Seller has previously delivered to Purchaser, at Seller's expense,
a  survey  of  the  Property  prepared  to  ALTA\ACSM  and  HUD  standards  by a
Mississippi registered land surveyor  ("Purchaser's  Survey"). At least ten (10)
days prior to Closing,  Seller shall furnish to Purchaser,  at Seller's expense,
an updated  survey of the Property  showing new exceptions  appearing  since the
date of the Title Commitment referenced in Article 601(v).



              ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF SELLER
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         As a material  inducement to Purchaser to enter into this Agreement and
to consummate the  transaction  provided for herein,  Seller hereby  represents,
warrants and agrees to Purchaser,  as of the Contract Date as to the matters set
forth below. At Closing, Seller shall again represent and warrant said matters.

         701. No service agreements or contracts exist as to the Property except
as listed in  Exhibit  "B-1"  attached  hereto and  incorporated  herein by this
reference.

         702.  (a) Seller owns good,  marketable,  insurable,  indefeasible  fee
simple title to the Property,  subject only to the Permitted  Title  Exceptions,
and is in  undisputed  and peaceful  possession  of the Property  subject to the
Leases;  (b) no other Person  claims or is entitled to  possession of all or any
portion of the Property except for the tenants  pursuant to the Leases;  and (c)
there are no unpaid or unsatisfied  security  deeds,  mortgages,  claims of lien
special assessments or bills for sewerage, water, street improvements,  taxes or
similar  charges  that  constitute  a lien  against  the  Property or any of the
Improvements,  other than the Permitted Title Exceptions and other  Encumbrances
that Seller will release or cause to be released  from the Property on or before
Closing.

         703. There is no litigation (other than eviction proceedings  commenced
by  Seller  in  which no  counterclaims  against  Seller  have  been  asserted),
condemnation,  zoning or administrative proceeding or real estate tax protest or
proceeding pending or threatened against or affecting (a) Seller, which pertains
to the Property, or (b) all or any part of the Property.

         704. Seller has not received any written notice, nor to the best of its
knowledge  any oral,  or  informal  notice of (a) any alleged  violation  of any
private covenant or legal requirement,  including without limitation, applicable
zoning laws, building codes,  anti-pollution laws, health, safety and fire laws,
sewerage laws,  environmental laws or regulations or any covenant,  condition or
restriction  affecting  the Property;  (b) any possible  widening of any streets
adjoining the Property;  (c) any possible  condemnation of all or any portion of
the  Property;  or (d) any possible  imposition of any special tax or assessment
against  all or any  portion  of the  Property;  (e) any lack or  deficiency  or
surface or subsurface  support  relating to the Property or any portion thereof;
(f) the need or advisability of special flood or water damage insurance;  or (g)
any possible special assessments,  increases in tax rates or insurance rates for
all or any portion of the Property.

         705.  To the best of  Seller's  knowledge:  all  utilities  facilities,
including, but not limited to, water, sanitary sewer, storm sewer,  electricity,
telephone, trash removal, and garbage removal are in good working order and good
repair;  all utilities  services are available to said utilities  facilities and
operating for the benefit of the Property in such a manner and capacities as are
necessary  and  appropriate  for the  operation  of the  Improvements  for their
present use at standard  rates,  without any  requirement for the payment of any
tap-on fees or other extraordinary charges.

         706.  Seller has not received any written  notice or to the best of its
knowledge any oral or informal notice of any possible curtailment of any utility
service supplied to the Property.

         707.  To  the  best  of  Seller's  knowledge,   the  Property  has  all
appurtenant   easements  that  are  necessary  and   appropriate   (a)  for  the
installation,  maintenance and use of all necessary and  appropriate  facilities
for water,  sanitary sewer, storm sewer,  electricity,  gas, telephone services,
trash  disposal and garbage  disposal and (b) to connect all said  facilities to
the appropriate sources of said services.

         708.  To  the  best  of  Seller's  knowledge,  the  Equipment  and  the
Improvements and all portions thereof,  including without limitation, all roofs,
walls,  windows,  foundations,  footings,  columns,  supports,  joists,  heating
ventilating and cooling systems,  electrical systems,  plumbing systems, paving,
and parking  facilities,  are in good  order,  repair and  operating  condition.
Without  limiting  the  generality  of the  foregoing  sentence,  to the best of
Seller's knowledge (a) there is no termite or other pest infestation, dry rot or
similar damage with respect to the improvements; (b) all of the improvements are
water tight;  (c) there is no subsistence or other soil condition that presently
does or may in the future adversely  affect the Property;  and (d) Seller has no
knowledge or any defects in the foregoing improvements.

         709. To the best of Seller's  knowledge,  there is legal  access to the
Property from public  streets,  and any and all curb cuts and similar permits or
licenses necessary or appropriate to provide or facilitate such access have been
properly issued and remain in full force and effect.

         710.     Seller has not used any portion of the Land,  and to Seller's
  knowledge,  no portion of the Land has been used, as a landfill or dump.

         711.  Seller knows of no underground  petroleum  tanks on the Property.
Further, to the best of Seller's  knowledge,  the Property has not been used for
the  manufacture,   storage,  use  or  disposal  of  any  hazardous,  polluting,
radioactive or other dangerous material or substance.

         712.  Seller  has the  right,  power and  authority  to enter into this
Agreement,  and the  right,  power and  authority  to  convey  the  Property  in
accordance  with the terms,  provisions  and conditions of this  Agreement.  The
entry by Seller into this  Agreement  with  Purchaser does not violate any other
agreement  relating  to the  Property  regardless  of whether  Seller is a party
thereto,  and Seller is capable of complying with all the terms,  provisions and
conditions contained in this Agreement.

         713. The only lease  agreements,  occupancy  agreements or other rental
agreements  with respect to the Property  are the Leases  identified  in Exhibit
"C", and the  rentals,  security  deposits,  terms and other  conditions  of the
Leases as  expressed in the rent roll  described in Exhibit "C" attached  hereto
are true and  accurate,  except for any tenant  subleases of which Seller has no
knowledge. To the best of its knowledge,  Seller is not in default of any of its
obligations  contained  in the  Leases,  and except as  otherwise  disclosed  to
Purchaser  in writing,  no tenant under any Lease is currently in default of its
obligations under its Lease.  Seller has not collected any rent due with respect
to the Leases except for the month during which the execution of this  Agreement
falls  except as shown in Exhibit "C".  Seller will make  available to Purchaser
for copying and  inspection  at the Property,  copies of all of the Leases,  and
Seller  represents and warrants that such  documents are true,  correct and full
copies  of each of the  Leases  and that no other  modifications  of the  Leases
exist, whether written or oral, formal or informal.

         714.  Each of the  Leases is fully  assignable  by Seller to  Purchaser
without approval by any tenant under the Leases.



                         ARTICLE 8. COVENANTS OF SELLER
                         ------------------------------

         801.  Seller hereby  covenants and agrees with Purchaser that, from the
Contract Date until Closing, Seller shall: (a) maintain and operate the Property
in substantially the same manner as previously  operated by Seller; (b) maintain
the Improvements in their current repair,  working order and condition;  (c) pay
all expenses incurred in connection with the ownership,  maintenance, repair and
operation  of the  Property  as and when they come due;  (d)  maintain,  manage,
insure and operate the Property and all portions  thereof in compliance with any
and all legal requirements and private covenants  applicable  thereto;  (e) make
all payments and perform all other obligations of Seller as and when required by
all other  encumbrances on the Property and the service  agreements;  (f) except
due to a lessee's  default maintain each of the Leases in full force and effect,
and will not modify,  amend, alter any of the Leases or waive any default by any
tenant under each of the Leases; (g) perform each and every obligation of Seller
under the terms of each of the Leases;  (h) not  collect any prepaid  rent under
the Leases for more than one month in advance of the current month.

         801(A).  Seller  hereby  covenants and agrees with  Purchaser  that all
appliances  (air  conditioners,  refrigerators,  stoves etc.) in place as of the
Contract Date hereof shall be in operating order and in place on the Property as
of the date of closing and if unoccupied at closing,  the apartment  shall be in
rent ready condition and if not, then Purchaser shall be entitled to a credit of
$150 per apartment unit for making the apartment  unit rent ready,  exclusive of
the cost of replacing any  non-turnkey  damage and missing  appliances for which
Purchaser  shall be entitled to an  additional  credit.  For the purpose of this
Agreement, "turnkey" shall mean cleaning and repainting the apartments and minor
sheetrock and carpet repairs.

         802.  Seller hereby  covenants and agrees with Purchaser that, from the
Contract Date until Closing, Seller shall not, without the prior written consent
of  Purchaser;  (a) enter into any new lease  affecting  the Property not in the
ordinary course of business and under no circumstance shall any lease or renewal
have a lease term of less than six (6) months,  nor more than twelve (12) months
or have a rental rate not agreed to by the Purchaser and Seller;  (b) terminate,
modify,  amend or  supplement  any of the  Service  Agreements;  (c)  place  any
Encumbrance on all or any portion of the Property; (d) terminate, modify, alter,
or supplement any appurtenant easement or any of the Permitted Title Exceptions;
(e)  engage in any  transaction  out of the  ordinary  course of  business  with
respect to the Property or any portion thereof; (f) transfer,  assign, convey or
sell all or any  portion of the  Property;  or (g) enter into  encumbrance  with
respect to all or any portion of the Property.

         803. On the Effective Date,  Seller shall make available for inspection
and copying by Purchaser in one location  mutually  acceptable  to the Purchaser
and Seller  and if the  parties  cannot  agree,  then at the  offices of Taylor,
Covington & Smith,  P.A.,  true,  correct,  complete  and legible  copies of the
following items which have not been previously delivered to Purchaser, including
without  limitation  copies  of all the  following  items  which  have come into
existence on or after August 28, 1998:

                  803.1 All  documents  evidencing  any and all  portions of the
Property that constitute intangible property.

                  803.2 All insurance policies maintained by Seller with respect
to the Property.

                  803.3 All  existing  architectural  plans  and  specifications
pursuant to which the Improvements were constructed.

                  803.4 Any and all termite  inspection  reports and  guarantees
with respect to all or any portion of the  Improvements,  if Seller has any such
reports or guaranties.

                  803.5 Any and all building permits, certificates of occupancy,
zoning certificates,  subdivision approvals and other material permits, licenses
and approvals in Seller's  possession  required by any  Government  Authority in
connection with the ownership, use, operation or maintenance of the Property.

                  803.6 All  existing  engineering  studies,  test  results  and
reports with respect to the Land, the Improvements,  or both,  including without
limitation,  those relating to water,  sewerage and drainage with respect to the
existing  Improvements  and  any  possible  future  renovation,   remodeling  or
additional  development  of the  Property and  planning,  soil,  hydrology,  and
similar studies relating to the Property.

                  803.7 Any and all material permits, licenses, reports or other
similar documents in Seller's possession relating to compliance or noncompliance
of the  Property or any portion  thereof with any and all  applicable  land use,
zoning,  building,  fire,  health,  safety,  environmental,  subdivision,  water
quality air quality and sanitation laws,  regulations and other similar types of
control.

                  803.8    Copies of all 1996, 1997 and 1998 Property Tax bills.

                  803.9    All of the Leases.

                  803.10   All of the service agreements referenced in Section
701 hereunder.

                  803.11   1996, 1997, 1998 and year to date 1999 capital
improvement and deferred  maintenance reports and evaluations and operating and
year end operating statements for the Property.

                  803.12 All correspondence with the United States Department of
Housing and Urban Development, including all physical and management reviews and
inspection reports and replacement reserve draws and statements;

                  803.13.  All loan documents for any  indebtedness  encumbering
the Property or to be assumed by Purchaser at closing,  including all regulatory
agreements.

         804.  Seller hereby  covenants and agrees with Purchaser that, from the
Contract  Date until  Closing,  Seller  shall  maintain in full force and effect
liability, fire and extended coverage insurance on the Property.

         805.  Seller hereby  covenants and agrees with Purchaser that, from the
Effective  Date until  Closing,  Purchaser and its agents,  representatives  and
contractors, shall have the right to enter upon the Property at reasonable times
for any lawful purpose,  including without limitation,  to make  investigations,
surveys, tests and studies,  provided, however (a) Purchaser shall not interfere
with the normal operation of the Property and the quiet enjoyment of the Tenant,
and (b)  Purchaser  shall  promptly  pay for all  work  performed  by  order  of
Purchaser,  its agents,  representatives,  or  contractors  with  respect to the
Property  and  shall  not cause the  creation  of any lien with  respect  to the
Property in favor of any Person,  including without limitation,  any contractor,
subcontractor,  materialmen, mechanic, surveyor, architect or laborer. Purchaser
shall  indemnify  Seller from all  claims,  losses or damages as a result of the
activities of Purchaser or its agents or representatives  making inspections and
tests on the Property.

         806. The debt owed to the first lienholder as identified in Exhibit "A"
shall not exceed the amount set forth in Exhibit "A" as of the Closing  Date and
there  are not  presently  and shall be no  defaults  pursuant  to the  mortgage
documents identified in Exhibit "A" or otherwise associated with such debt.



          ARTICLE 9. CONDITIONS PRECEDENT FOR THE BENEFIT OF PURCHASER
          ------------------------------------------------------------

         Notwithstanding any other provision of this Agreement,  Purchaser shall
not be obligated to purchase the Property unless and until each and every of the
following  conditions  precedent  shall have been satisfied in full or waived by
Purchaser. The conditions precedent referred to in this Article are:

         901. At Closing:  (a) Purchaser  shall have received all items required
by this  Agreement to be  delivered by Seller at or prior to Closing;  (b) there
shall not exist any default, event of default, or event that with the passage of
time,  the giving of notice,  or both,  would  constitute  a default or event or
default  by  Seller  under  this  Agreement;  and (c) each and  every  covenant,
representation  and warranty made by Seller in this Agreement  shall be true and
correct in all material respects.

         902.  The  Parties  acknowledge  that  the  Property  is  subject  to a
mortgage,  insured  by  the  United  States  Department  of  Housing  and  Urban
Development's  ("HUD") as referred  to in Exhibit  "A".  Purchaser's  obligation
under this Agreement to purchase the Property is made  expressly  subject to the
following:

     (1) The Purchaser's receipt of written  preliminary  approval by HUD of the
application for transfer of physical assets.

     (2)  HUD  issuing  a Form  2530  clearance  of  the  Purchaser  and  all of
Purchaser's  principals for whom HUD Form 2530 Clearance is required under HUD's
regulations.

     (3) HUD issuing a Form 2530  clearance of CMS  Multifamily  II Partners and
CMS Diversified  Partners,  LP, or such other entities as CMS may designate as a
limited  partner of the  Purchaser,  but only to the extent  HUD  requires  such
forms.

     (4) HUD  agreeing in writing to a transfer of the  Property  subject to the
existing  first lien debt as identified in Exhibit "A" attached  hereto on terms
satisfactory to the Purchaser, including that the debt remain non-recourse.

Purchaser  shall  promptly,  but not  later  than  fourteen  (14)  days from the
Effective Date, submit to HUD all information  necessary to obtain the foregoing
approvals  and  clearance  and any  approvals  required  in Section  903. If the
foregoing  conditions  have not been  satisfied  within  ninety (90) days of the
Effective Date, or waived in writing by Purchaser, then Purchaser shall have the
option of  terminating  this  Agreement and having all Earnest Money returned to
Purchaser immediately and neither party shall have any further rights under this
Agreement. Notwithstanding the foregoing, Purchaser shall have the right to have
this  Agreement  remain in full force and effect  provided  that the  additional
Earnest Money provided for in Article 502 has been paid in accordance therewith.
If at the conclusion of this thirty (30) day extension  period the conditions of
this Article 902 has not been satisfied or waived in writing by Purchaser,  then
Purchaser  shall have the right to terminate  this  Agreement and receive a full
refund of its Earnest Money.  Seller shall cooperate with Purchaser in obtaining
all necessary consents and approval,  including  providing such information from
its records and from its accounts  and other  professionals,  and shall  execute
such  documents and provide such  information  as may be required by the current
lender  or HUD in order to  satisfy  the  requirements  and  conditions  of this
Article 902.

         903. This Agreement is expressly  conditioned upon preliminary approval
by HUD of the  transaction  as set  forth in Form  HUD  92266,  Application  for
Transfer of Physical  Assets,  and  supporting  documents  submitted  to HUD. No
transfer  of any  interest  in the project  under this sale  agreement  shall be
effective prior to such HUD approval.  Purchaser will not take possession of the
project nor assume benefits of project  ownership prior to such approval by HUD.
The Purchaser,  his heirs,  executors,  administrators or assigns, shall have no
right  upon  any  breach  by  Seller  hereunder  to seek  damages,  directly  or
indirectly,  from the FHA  Project  which is the  subject  of this  transaction,
including from any assets, rents, issues or profits thereof, and Purchaser shall
have no right to effect a lien upon this project or the assets,  rents,  issues,
or profits thereof.

         904. All of Purchaser's rights of termination hereunder are cumulative.
In the event  Purchaser  terminates  this  Agreement  prior to  Closing  for any
reason,  then Purchaser  agrees to return all documents and written  information
furnished to Purchaser by Seller,  its attorneys  and agents and provide  Seller
with a sample copy of the HUD Form 92266,  Application  for Transfer of Physical
Assets,  and supporting  documents,  submitted by Purchaser to the United States
Department of Housing and Urban  Development in connection with this transaction
for one of the  properties  listed  on  Exhibit  "E"  with  any  proprietary  or
confidential information redacted.  Seller shall also have the right to purchase
and  receive  an  assignment  of  Purchaser's  rights  in  and  to  all  of  the
environmental  studies  and  reports  obtained  by  Purchaser  on  each  of  the
Properties listed in Exhibit "E" by reimbursing Purchaser for the amount paid by
it for such reports.



             ARTICLE 10. ITEMS TO BE DELIVERED BY SELLER AT CLOSING
             ------------------------------------------------------

         At Closing, Seller shall deliver to Purchaser:

         1001. A duly executed limited warranty deed and quitclaim deed, in form
acceptable  for  recording  and  acceptable  to HUD,  conveying the Land and the
Improvements, subject only to the Permitted Title Exceptions.

         1002. A duly  executed  limited  warranty  bill of sale  assigning  and
transferring good and marketable title to Purchaser of all the Equipment subject
only to the Permitted Title Exceptions and acceptable to HUD.

         1003. A duly executed  assignment of all  transferable  warranties  and
guaranties,  if any,  of which  Seller is the  beneficiary  with  respect to any
portion of the Property,  to the extent,  if any, such warranties and guarantees
are  transferable.  Seller shall also deliver to Purchaser  all originals of the
warranties and guaranties  assigned pursuant to this Section, to the extent that
Seller has them in its possession or is able to obtain them prior to Closing.

         1004. A duly executed  certificate  with respect to the Codes  stating,
among other things,  that Seller is not a foreign  corporation  or  non-resident
alien, as defined in the Codes and regulations issued pursuant thereto.

         1005. A duly  executed  affidavit of title with respect to the Property
in form and substance  reasonably  satisfactory to Purchaser's Title Company for
the purpose of marking the Title Commitment and issuing the Title Policy with an
Effective  Date  on  the  Closing  Date  without  exception  for  mechanic's  or
materialmen's  liens,  other  statutory  liens,  or the  rights  of  Persons  in
possession  (except for those  persons  identified in Exhibit "C") together with
all evidence of corporate or entity authority to deliver the documents  required
at the closing and to consummate the transaction contemplated by this Agreement.

         1006.  Physical possession of all the Property subject to the rights of
those persons identified in "Exhibit "C".

         1007. A duly executed  Assignment of Leases and Rents  transferring all
of Seller's right,  title and interest in and to all of the Leases.  The form of
the Assignment  shall be acceptable to Purchaser and  Purchaser's  counsel,  and
shall contain an indemnification from Seller for all obligations of Seller under
the Leases prior to the Closing Date and an  indemnification  from Purchaser for
all  obligations  of Purchaser  under the Leases after  closing.  The Assignment
shall also contain a provision  requiring  Seller to turn over to Purchaser  any
rents collected under the Leases after the date of Closing.

         1008.  A standard  wood  infestation\termite  inspection  report from a
company   acceptable  to  Purchaser  and  properly  licensed  in  the  State  of
Mississippi  dated  as of a date  after  the  Effective  Date  stating  that the
improvements  on the Property  are free of active  termite  infestation.  At the
option of the Purchaser, Seller may be relieved of this obligation and Purchaser
shall receive a credit for the Seller's cost of such report.

         1009.  Such documents as Purchaser and  Purchaser's  counsel shall deem
necessary  to  verify  that  all  contractors  and  suppliers  relating  to  the
construction of the Improvements have no lien rights against the Property.

         10010.  The originals of all items to be transferred to Purchaser prior
to Closing in Seller's possession (e.g. tenant leases).

         10011. Such other  instruments,  documents,  certificates,  affidavits,
closing statements or agreements  reasonably  requested by Purchaser's  counsel,
HUD and the current mortgage holder.

         10012. A cancellation of all service, maintenance, management and other
goods and services contracts or services,  including those identified in Exhibit
"B-1", except to the extent specifically assumed by Purchaser as contemplated by
Article  401.4 or for which  Seller has advised  Purchaser in writing it will or
cannot  cancel by written  notice  within twenty one (21) days from the Contract
Date.



            ARTICLE 11. ITEMS TO BE DELIVERED BY PURCHASER AT CLOSING
            ---------------------------------------------------------

         At Closing,  Purchaser shall deliver to Seller the funds required to be
paid  pursuant to Section 302 and any other  documents  required of Purchaser by
this Agreement and any assignment of Purchaser's rights under this Agreement.



                 ARTICLE 12. DAMAGE, DESTRUCTION OR CONDEMNATION
                 -----------------------------------------------

         1201. If prior to Closing  there shall occur any damage or  destruction
to the Improvements by fire or other casualty,  Seller shall give prompt written
notice  thereof to Purchaser  and Purchaser  shall have the option,  in its sole
judgment  and  discretion,  (a) to  receive  an  assignment  at  Closing  of all
insurance  proceeds payable to Seller as a result of such damage or destruction,
other than any proceeds  representing loss of rental income prior to the closing
which shall belong to Seller;  or (b) to terminate this Agreement.  If Purchaser
elects to terminate this Agreement,  Purchaser shall give written notice thereof
to Seller and to Brokers  within  thirty  (30) days after  Purchaser  shall have
received  written  notice of such damage or  destruction.  If Purchaser does not
give such notice within such time period,  then Purchaser  shall be conclusively
deemed to have elected to proceed  with the  Closing,  subject to receipt of the
insurance  proceeds  described  above,  and shall not have any further  right to
terminate this Agreement as a result of such damage or destruction. All payments
from loss of rent insurance for rent due or as prorated through the Closing Date
shall belong to the Seller.

         1202. If, prior to Closing,  there shall occur any  Condemnation of the
Property,  Seller shall give prompt  written  notice  thereof to Purchaser,  and
Purchaser shall have the option, in its sole judgment and discretion, either (a)
to terminate  this  Agreement by giving  written  notice of  termination  within
thirty (30) days after  Purchaser  shall have  received  written  notice of such
Condemnation; or (b) to complete the transaction provided for in this Agreement,
in which event all Condemnation proceeds collected by Seller prior to Closing if
any shall be credited  against the Purchase Price and, at Closing,  Seller shall
assign to Purchaser any and all condemnation proceeds that have not been paid at
that time. If Purchaser does not give such notice within such time period,  then
Purchaser  shall be deemed to have  conclusively  elected  to  proceed  with the
Closing,  subject to the  receipt of  assignment  of  condemnation  proceeds  as
provided above, and shall have no further right to terminate this Agreement as a
result of such condemnation.

         1203.  Seller  shall be  obligated to perform up to $25,000 of remedial
work to  repair  any  termite  damage  and  eradicate  any  termite  infestation
discovered  during the  Inspection  Period  through  closing which work shall be
completed  prior to the  Closing  Date.  If the cost of such  work  will  exceed
$25,000, then Seller may either elect to perform such work and complete it prior
to the Closing Date, or it may terminate  this  Agreement upon written notice to
Purchaser  delivered  not later than ten (10) days after  receipt of the termite
report,  but in no event  later  than ten (10) days prior to the  Closing  Date,
whereupon this Agreement  shall terminate and Purchaser shall be entitled to the
immediate  return of all of its Earnest  Money.  If Seller fails to give written
notice to the  Purchaser,  then it shall be deemed to have  elected  to make the
repairs and proceed with the sale. If at the Closing Date,  the repairs have not
been  completed  then Seller shall  escrow the unpaid cost of the required  work
with a title  company  designated  by Purchaser  until such time as the work has
been completed in accordance with the terms of this Agreement.

                              ARTICLE 13. RESERVED
                              --------------------



                         ARTICLE 14. REMEDIES ON DEFAULT
                         -------------------------------

         1401. If Purchaser  shall default in its performance of this Agreement,
and such default  shall  continue  uncured for more than fifteen (15) days after
Purchaser shall have received written notice from Seller of said default,  then,
in such event,  Seller  shall have the option to  terminate  this  Agreement  by
giving written  notice of  termination  to Purchaser and Escrow Agent  whereupon
Escrow  Agent  shall pay to Seller all the  Earnest  Money  being held by Escrow
Agent, as liquidated  damages,  which shall be the sole remedy of Seller against
Purchaser under this  Agreement,  Seller hereby  expressly  waiving any right to
specific performance and to damages in excess of said liquidated amount.  Seller
and  Purchaser  hereby  agree  that  if  Purchaser  should  default  under  this
Agreement,  the  amount  of  damages  to  Seller  would  be  difficult,  if  not
impossible,  to  determine,  and such  liquidated  damages  are  just,  fair and
reasonable.

         1402.  If Seller shall be in default in respect in its  performance  of
this  Agreement,  and said default  shall remain  uncured for more than ten (10)
days after Seller shall have  received  written  notice  thereof,  then, in such
event,  Purchaser shall have the right to either: (A) seek specific performance;
or (B) to terminate  this  Agreement,  receive a complete  return of all Earnest
Money and receive liquidated  damages of $25,000.00,  Purchaser hereby expressly
waiving  any right to damages in excess of said  liquidated  amount.  Seller and
Purchaser  hereby agree that if Seller should default under this Agreement,  the
amount of  damages  to  Purchaser  would be  difficult,  if not  impossible,  to
determine, and such liquidated damages are just, fair and reasonable

         1403. If at closing,  any entity listed in Exhibit "E" fails or refuses
to close  the sale of their  property  as  listed in  Exhibit  "E" to  Purchaser
simultaneously  with the closing of the Property,  then  Purchaser may terminate
this Agreement at closing  without notice and receive a full and complete return
of all Earnest Money. If, at closing, any entity purchasing one of the apartment
complexes  listed in Exhibit "E"  breaches  its  contract  for sale and fails or
refuses to close the purchase of such complex,  then Seller may  terminate  this
Agreement at Closing  without  notice and retain all Earnest Money as liquidated
damages, notwithstanding any provision of this Contract to the contrary.



                              ARTICLE 15. RESERVED
                              --------------------



                     ARTICLE 16. OTHER TERMS AND CONDITIONS
                     --------------------------------------

         1601.  Time is of the  essence  of each  and  every  provision  in this
Agreement.

         1602.  All   representations,   warranties,   covenants,   indemnities,
agreements  and  obligations  of Seller under this  agreement  shall survive the
Closing for a period of twelve (12) months.

         1603.  This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective  representatives,  heirs, successors and
assigns.

         1604. Any notice,  or other  communication  (a "Notice") to be given to
any party with respect to this Agreement may be given either by the party or its
counsel and shall be deemed to have been properly sent and given when  delivered
by hand to the specific named individual or when sent by certified mail,  return
receipt  requested or by same-day or overnight  receipted  courier  service.  If
delivered  by hand,  a Notice  shall be  deemed  to have  been  sent,  given and
received when actually  received by the addressee.  If sent by certified mail, a
Notice shall be deemed to have been sent and given when properly  deposited with
the United  States  Postal  Service  with the proper  address and  postage  paid
therewith,  and shall be deemed to have been received on the date of delivery or
first date of refusal of delivery as shown by the return receipt.  The addresses
to which Notices shall be sent are:

         If to Seller:                      Heritage Properties
                                            16 Northtown Drive, Suite 200
                                            Jackson, Mississippi 39211
                                            Attn: James Carney

         With a copy to:                    Bobby Covington, Esq.
                                            Taylor, Covington & Smith
                                            315 Tombigbee Street
                                            Jackson, Mississippi 39201

         If to Purchaser:                   Vinings Holdings, Inc.
                                            3111 Paces Mill Road
                                            Suite A-200
                                            Atlanta, Georgia 30339
                                            Attn: Peter Anzo

         With a copy to:                    Schreeder, Wheeler & Flint, LLP
                                            Attention:  John A. Christy, Esq.
                                            1600 Candler Building
                                            127 Peachtree Street, N.E.
                                            Atlanta, Georgia  30303-1845

Each party shall have the right to change the address to which Notices to it are
to be sent by giving  written  notice of said  change  to the other  parties  as
provided in this Section.

         1605. This Agreement  constitutes the sole and entire agreement between
the parties  hereto,  and no  modification,  alteration,  or  amendment  of this
Agreement  shall be  binding  unless  signed  by the  party  against  whom  such
modification,   alteration,   or  amendment   is  sought  to  be  enforced.   No
representation,  warranty,  covenant,  inducement or obligation  not included in
this Agreement shall be binding upon either party hereto.

         1606.  This Agreement  shall be governed by and construed in accordance
with  the  laws  of the  state  of  Mississippi.  If all or any  portion  of any
provision of this Agreement  shall be declared  invalid or  unenforceable  under
applicable  law,  then the  performance  of such portion shall be excused to the
extent  of  such  invalidity  or  unenforceability,  but the  remainder  of this
Agreement shall remain in full force and effect; provided,  however, that if the
excused performance of such unenforceable  provision shall materially  adversely
affect the interest of either party,  the party so affected shall have the right
to terminate  this  Agreement by written  notice  thereof to the other party and
Broker,  whereupon this Agreement  shall become null and void,  except for those
indemnities  that are specified in this Agreement to survive the  termination of
this Agreement prior to Closing.

         1607. Whenever in this Agreement there is any reference to any article,
section, or exhibit,  unless the context shall clearly indicate otherwise,  such
reference shall be interpreted to refer to an article, section, or exhibit in or
to this Agreement. Each exhibit referred to in this Agreement in the same manner
as if it were restated verbatim herein.  The titles and captions of the articles
and sections of this Agreement are included for ease of reference  only, are not
intended to represent  the full scope of the matters  included or excluded  from
such  provisions,  and  shall  not be used to  interpret  this  agreement  or to
construe the intent of the parties.

         1608. This Agreement may be executed in multiple counterparts,  each of
which shall be an original and all of which  together  shall  constitute one and
the same  Agreement.  It shall not be necessary  that each party  executes  each
counterpart,  or that any one counterpart be executed by more than one party, so
long as each party executes at least one counterpart.

         1609.  The parties  acknowledge  that each party and its  counsel  have
participated  in  the  negotiation  and  preparation  of  this  Agreement.  This
Agreement  shall be construed  without  regard to any  presumption or other rule
requiring construction against the party causing the Agreement to be drafted. If
any  provision of this  Agreement  requires  that action be taken on or before a
particular date that falls on a day that is not a Business Day, the time for the
taking of such action shall  automatically be postponed until the next following
Business Day.

         1610. All words and phrases used in this Agreement,  including, without
limitation, all defined words and phrases, regardless of the number or gender in
which  used,  shall be deemed to  include  any other  number or gender as may be
reasonably required by the context. If Seller is designated in this Agreement to
be more than one Person, then, in such event, each Person so designated shall be
jointly and severally  liable for all duties,  obligations  and  liabilities  of
Seller.

         1611.  This  Agreement  may be assigned by Purchaser to an affiliate of
Purchaser or an entity organized by Purchaser without Seller's consent, provided
that the assignee,  as a condition of said  assignment,  shall assume all of the
obligations  of Purchaser  pursuant to this  Agreement and that such  assignment
shall not release Purchaser from its obligations hereunder.

         1612.  If any  act  required  by this  Agreement  must  be  taken  on a
Saturday, Sunday or legal holiday in the States of Georgia or Mississippi,  then
the time period for taking or performing such action shall be extended until the
next business day.

         1613. The Purchaser  shall  reimburse the Seller for up to $5,000.00 of
documented costs for the purchase of new computers by Seller after September 30,
1998,  for use at the  Property  and which is included in the  personalty  to be
conveyed at closing to Purchaser.

         1614.  Purchaser's  obligation  to purchase  the  Property is expressly
contingent on its having simultaneously  purchased and closed the acquisition of
the adjoining  property owned by Bradford Place Apartments II, L.P.,  identified
in Exhibit "E" attached  hereto.  If Purchaser does not close the acquisition of
the property owned by Bradford Place Apartments II, L.P. simultaneously with the
closing of the Property,  then it may  terminate  and cancel this  Agreement and
receive a full return of its Earnest Money.

         1615. If Purchaser  elects to terminate  this  Agreement on or prior to
Closing,   then  Purchaser  shall  reimburse   Seller  for  all  of  its  direct
out-of-pocket  expenses paid to third parties in connection  with  providing all
due diligence and other materials pursuant to this Agreement, provided, however,
that the sum paid hereunder shall when aggregated with any sums paid pursuant to
the Agreements for Sale and Purchase of the properties identified in Exhibit "E"
shall not exceed $50,000.00.


                        ARTICLE 17. OFFER AND ACCEPTANCE
                        --------------------------------

         1701.  Purchaser's  execution  of  this  Agreement  is  intended  as  a
continuing  offer  by  purchaser  to  purchase  the  property  from  Seller,  in
accordance with the terms hereof, until 5:00 P.M. on the seventh (7th) day after
Purchaser  executes  and dates this  Agreement.  If Seller  does not accept this
offer  by  delivering  to  Escrow  Agent  an  unaltered,  executed  copy of this
agreement by that time, then this offer shall be deemed to have been revoked and
withdrawn by Purchaser prior to Seller's acceptance.

         1702.  This Agreement  shall be retroactive to June 25, 1998;  however,
the Effective Date of this Agreement is the date on which the last party to this
Agreement  executes it and all parties  listed on Exhibit "E" have  executed and
delivered  agreements  in a form  acceptable  to  Seller  for  the  sale  of the
properties listed on Exhibit "E" to Seller.

         1703. The Contract Date is the date on which the Purchaser executes it.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
under seal as on dates indicated by their signatures.

Signed, sealed and delivered       SELLING ENTITY
on the 17th day of February,

1999 in the presence of:

                                   By:/s/ James P. Carney
                                   -----------------------------
/s/ Brenda O. Perry
---------------------              Title: General Partner
Witness                            Date: February 17, 1999

/s/ Beatrice Lee Ratcliffe         [SEAL]
------------------------------
Notary Public


Signed, sealed and delivered       PURCHASER:
on the 15th day of February,

1999 in the presence of:           _______________________, L.P.
                                   By:Vinings Holdings, Inc.
                                      Its sole General Partner

                                   By:/s/ Stephanie A. Reed
                                   ------------------------------
                                   Stephanie Reed
/s/ Amanda A. Davis
--------------------------
Amanda A. Davis                    Title: Vice President
Witness                            Date:  February 17, 1999

/s/ Cynthia M. Samuels
---------------------------
Cynthia M. Samuels
Notary Public

[SEAL]

As to Article 301 only, Taylor, Covington & Smith, P.A. joins in this
Agreement.

                         Taylor, Covington & Smith, P.A.

/s/ Brenda O. Perry                         /s/ Bobby A. Covington
----------------------                      -------------------------
Brenda O. Perry                    By:      Bobby A. Covington
Witness                            Its:     Shareholder
                                   Date:    February 17, 1999
/s/ Beatrice Lee Ratcliffe
-------------------------
Beatrice Lee Ratcliffe
Notary Public

[SEAL]

Exhibit "A"- Property Description and First Lien Debt
Exhibit "B"- List of Equipment and Personal Property Exhibit
"B-1"-List of Service Contracts Exhibit

"C"- Rent Roll Exhibit
"D"- Escrow Conditions Exhibit
"E"- Other Properties

<TABLE>

                      VININGS INVESTMENT PROPERTIES TRUST
           FORM OF AMENDED AND RESTATED AGREEMENT OF PURCHASE AND SALE
                    REVISED SCHEDULE OF MATERIAL DIFFERENCES
                       FOR PROPERTIES ACQUIRED MAY 1, 1999

<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------

     Property                            Seller                            Purchaser                        Purchase
                                                                                                             Price
--------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                        <C>                             <C>
Cottonwood Apartments           Cottonwood Apartments, LLC                  Cottonwood, L.P.                4,962,120
Delta Bluff Apartments          Delta Bluff Apartments, LLC                 Delta Bluff, L.P.               7,228,973
Foxgate Apartments              Foxgate Apartments and Racquet Club, LLC    Foxgate, L.P.                   7,622,024
Hampton House Apartments        Hampton House Apartments, LLC               Hampton House, L.P.             5,930,980
Heritage Place Apartments       Heritage Place Apartments, LLC              Heritage Place, L.P.            3,339,382
Northwood Place Apartments      Northwood Place Apartments Partnership      Northwood Place, L.P.           5,808,026
River Pointe Apartments         River Pointe Apartments, LLC                River Pointe, L.P.              7,228,973
Trace Ridge Apartments          Trace Ridge Apartments, L.L.C.              Trace Ridge, L.P.               5,544,918
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>