Exhibit
        10.2


      


      Agreement
        for Purchase and Sale dated as of July 29, 2005 between Avondale Multi-Family
        Limited Partnership and Wilshire Enterprises, Inc.

      
         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

      


      AGREEMENT
        FOR PURCHASE AND SALE

      


      


      This
        Agreement for Purchase and Sale (“Agreement”)
        is
        dated as of July _____, 2005 (the “Effective
        Date”),
        and
        is entered into between AVONDALE MULTI-FAMILY LIMITED PARTNERSHIP, an Arizona
        limited partnership (“Seller”),
        and
        WILSHIRE ENTERPRISES, INC., a New Jersey corporation (“Purchaser”)
        (collectively, the “Parties”,
        or
        individually, the “Party”).

      


      
        	1.  	
                Definitions.
                  As
                  used in this Agreement, the following terms shall have the following
                  meanings:

              


      

       

      
        	1.1  	
                “Property”
                  means:

              


      

       

      
        	(a)  	
                that
                  certain real property situated at 1700 North 103rd Avenue, Avondale
                  Arizona 85323, commonly known as The Village at Gateway Pavilions
                  Apartments (the “Real
                  Property”
                  that, together with the “Personal Property,” shall be defined as the
                  “Property”), consisting of 240 apartment units, as more particularly
                  described on Exhibit
                  A
                  attached hereto and incorporated herein by reference, together
                  with any
                  and all improvements thereon and all easements, licenses, rights-of-way
                  and other appurtenances thereto;

              


      

       

      
        	(b)  	
                the
                  personal property presently owned by Seller and associated with
                  the
                  ownership, operation and maintenance of the Real Property (the
                  “Personal
                  Property”);
                  and

              


      

       

      
        	(c)  	
                the
                  following intangible personal
                  property:

              


      

       

      
        	(1)  	
                The
                  name “The Village at Gateway Pavilions Apartments” (“Trade
                  Name”);

              


      

       

      
        	(2)  	
                Leases
                  with tenants (“Tenant
                  Leases”)
                  and refundable security deposits (“Tenant
                  Deposits”)
                  related thereto; 

              


      

       

      
        	(3)  	
                To
                  the extent assignable, all licenses, permits and certificates of
                  occupancy
                  for the Property (“Permits”);

              


      

       

      
        	(4)  	
                To
                  the extent assignable, warranties and guarantees on Personal Property
                  purchased, if any (“Warranties”);
                  and

              


      

       

      
        	(5)  	
                To
                  the extent assignable, all plans, specifications, surveys, and
                  other
                  studies in Seller’s possession and all other general
                  intangibles.

              


      

       

      
        
          
          

        

        
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        	1.2  	
                “Escrow
                  Agent”
                  means Title Security Agency of Arizona, Inc., 3850 East Baseline
                  Road,
                  Suite 103, Mesa , Arizona 85206, Attn: Ms. Marian
                  Sprague.

              


      

       

      
        	2.  	
                Purchase
                  and Sale.
                  Seller agrees to sell to Purchaser, and Purchaser agrees to purchase
                  from
                  Seller, all of Seller’s right, title and interest in and to the Property,
                  on the terms and conditions set forth in this
                  Agreement.

              


      

       

      
        	3.  	
                Purchase
                  Price.
                  The purchase price for the Property is Twenty Eight Million One
                  Hundred
                  Forty Thousand Dollars ($28,140,000.00) (the “Purchase
                  Price”),
                  paid at Closing (as defined below) as
                  follows:

              


      

       

      
        	3.1  	
                Earnest
                  Money Deposit.
                  Upon full execution of this Agreement, Purchaser agrees to deposit
                  One
                  Hundred Thousand Dollars ($100,000.00) in cash with Escrow Agent
                  as
                  Purchaser’s Earnest Money Deposit (the “Initial
                  Deposit”).
                  Upon delivery of the Initial Deposit to Escrow Agent, (a) the
                  Initial
                  Deposit shall be non-refundable to Purchaser, unless Seller breaches
                  this
                  Agreement beyond any applicable cure period or a damage/condemnation
                  event
                  in Sections 14 or 15 shall have occurred and Purchaser timely elects
                  to
                  cancel this Agreement pursuant to the applicable section; and (b) the
                  Initial Deposit shall be paid by Escrow Agent to Seller on the
                  twenty
                  second (22nd) day following the Effective Date, unless Purchaser
                  sooner
                  has given the Purchaser Title CN (as each such term is defined
                  in Section
                  5.2 below) to Seller and Escrow Agent. In addition, Purchaser agrees
                  to
                  deposit an additional Four Hundred Thousand Dollars ($400,000)
                  in cash
                  (the “Second
                  Deposit”)
                  on the twenty second (22nd)
                  day after the Effective Date, which shall be non-refundable to
                  Purchaser,
                  except in the event of Seller’s breach of its obligations under this
                  Agreement beyond any applicable cure period or a damage/condemnation
                  event
                  in Sections 14 or 15 shall have occurred and Purchaser timely elects
                  to
                  cancel this Agreement pursuant to the applicable section; from
                  this Second
                  Deposit, Fifty Thousand Dollars ($50,000) shall be paid by Escrow
                  Agent to
                  Seller on the business day following that on which Purchaser makes
                  the
                  Second Deposit. The balance of the Second Deposit shall be placed
                  in an
                  interest bearing account of a federally insured depositary of a
                  major
                  money center bank, and the interest accruing thereon shall belong
                  to the
                  party entitled to the Initial Deposit or the Second Deposit, as
                  the case
                  may be. If upon the 66th
                  day following the Effective Date Purchaser fails to apply to HUD
                  for the
                  assumption of the PFC Encumbrance as set forth in Section 13.3(d),
                  an
                  additional One Hundred Thousand Dollars ($100,000) of the Second
                  Deposit
                  shall become non-refundable and shall immediately be released to
                  Seller.
                  Additionally, if prior to Closing Purchaser cancels this Agreement
                  for any
                  reason other than Seller’s breach of this Agreement beyond the applicable
                  cure period or a condemnation or casualty event described in Sections
                  14
                  or 15, the Second Deposit balance shall be paid, along with accrued
                  interest thereon, to Seller without further instructions to Escrow
                  Agent.
                  

              


      

       

      
        
          
          

        

        
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        	3.2  	
                Balance
                  of Purchase Price.
                  On or before the Closing Date (as defined in Section 4 below),
                  Purchaser
                  shall deposit with Escrow Agent and Escrow Agent shall immediately
                  release
                  to Seller the amount equal to (a) the Purchase Price (less
                  the
                  Initial Deposit and the Second Deposit specified in Section 3.1
                  above),
                  minus (b) the principal balance of the PFC Encumbrance (as
                  defined
                  below) as of the Closing Date, plus (c) any amounts owed
                  to the
                  holder of the PFC Encumbrance in consideration of Purchaser’s assumption
                  thereof (including without limitation any assumption fee and the
                  replacement of all deposits held in reserve by the Lender or HUD)
                  plus or
                  minus other sums (e.g.,
                  escrow fees and tax prorations share) necessary to close, as
                  applicable.

              


      

       

      
        	4.  	
                Closing
                  Date.
                  The closing of the transaction contemplated by this Agreement (the
                  “Closing
                  Date”
                  or “Closing”)
                  shall occur in the office of Escrow Agent (or, if required by the
                  federal
                  government, at the HUD office so designated therefore) not later
                  than the
                  tenth (10th) day after the date on which HUD approves the TPA (as
                  defined
                  below) or such earlier date as the parties may agree, but in no
                  event
                  later than one hundred eighty (180) calendar days following the
                  Effective
                  Date (the “Outside Closing Date”) , unless Purchaser elects to extend the
                  Closing as set forth herein. The Closing may be extended for up
                  to thirty
                  (30) days as follows: Upon Purchaser’s written notice to be given to
                  Seller at least ten (10) days prior to the Outside Closing Date,
                  Purchaser
                  shall have the right to extend the Closing Date for one (1) thirty
                  (30)
                  day period, so long as (i) Purchaser has made formal application
                  to
                  HUD for the assumption of the PFC Encumbrance as set forth in Section
                  13.3(d), and (ii) Purchaser demonstrates in the notice to
                  Seller good
                  faith, diligent efforts to prosecute the application with HUD and
                  shares
                  with Seller Purchaser’s written communications with HUD demonstrating
                  progress in processing the HUD approval of the TPA, and
                  (iii) Purchaser instructs Escrow Agent, concurrently with
                  its
                  notification of extension of the Closing Date, to release an additional
                  One Hundred Thousand Dollars ($100,000.00) from the Second Deposit
                  in
                  consideration of Seller granting the thirty (30) day extension
                  period,
                  such additional deposit to be non-refundable to Purchaser. Escrow
                  Agent
                  hereby is instructed to release the One Hundred Thousand Dollar
                  ($100,000)
                  sum from the Second Deposit to Seller promptly upon its receipt
                  of
                  Purchaser’s notice of intention to extend the
                  Closing.

              


      

       

      
        	5.  	
                Title
                  and Title Insurance.

              


      

       

      
        	5.1  	
                Condition
                  of Title.
                  At closing, title to the Real Property shall be marketable of record
                  free
                  of (and title insurance shall insure that title is free of) encumbrances
                  or defects, except Permitted Exceptions (as defined below). “Permitted
                  Exceptions” include (i) nondelinquent taxes, (ii) usual rights
                  of tenants as identified in the rental agreements or leases,
                  (iii) building or use restrictions general to the area in
                  which the
                  Real Property is located, (iv) the “Regulatory Agreement for
                  Multifamily Housing Projects” for FHA Project No. 123-35386, recorded as
                  Instrument No. 2003-1502707 in the official records of Maricopa
                  County,
                  Arizona (the “HUD
                  Covenant”),
                  and (v) other exceptions as are approved, or deemed approved
                  or
                  waived, by Purchaser pursuant to Section
                  5.2.

              


      

       

      
        
          
          

        

        
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        	5.2  	
                Preliminary
                  Title Commitment.
                  Within seven (7) days after the Effective Date, Escrow Agent will
                  make
                  available to Purchaser a commitment for title insurance (“Preliminary
                  Commitment”),
                  along with legible copies of all recorded exceptions to title,
                  issued by
                  First American Title Insurance Company (the “Title
                  Company”)
                  showing the condition of title to the
                  Property.

              


      

       

      Purchaser
        shall give written notice to Seller on or before seven (7) days following
        the
        date of Purchaser’s receipt of the Preliminary Commitment (the “PO Notice”) of
        any defects or exceptions to title to which Purchaser objects. Within five
        (5)
        days of receipt of Purchaser’s notice, Seller shall notify Purchaser in writing
        whether Seller intends to remove, at or prior to closing, the defects or
        exceptions to title to which Purchaser objects, which Seller shall have the
        sole
        election whether to remove. Seller must remove all monetary encumbrances
        against
        title to the Real Property (except the PFC Encumbrance, as defined below),
        which
        Seller has consensually granted in writing as a lien against the Property
        and
        any mechanic’s liens (or bond over such disputed mechanic’s lien) unless
        resulting from the acts or omissions of Purchaser). If Seller notifies Purchaser
        of its agreement to remove any of the defects or exceptions, then Seller
        shall
        remove such defects or exceptions on or before the Closing Date.

       

      If
        Seller
        notifies Purchaser that Seller will not remove one or more of such defects
        or
        exceptions noted in the PO Notice (the “SR Refusal Notice”), Purchaser may elect
        to accept such defects or exceptions to title as Seller declines to, or fails
        to
        offer to, cure or, alternatively, elect to terminate this Agreement. If
        Purchaser elects to terminate this Agreement, it must do so in writing within
        five (5) days of Seller’s election not to remove all defects to which Purchaser
        objected (the “Purchaser Title CN”), whereupon the Initial Deposit shall be
        refunded to Purchaser and all rights and obligations of Seller and Purchaser
        under this Agreement shall terminate and be of no further force or effect.
        Purchaser’s failure to timely provide the notice described in the preceding
        sentence shall be deemed to be Purchaser’s election to accept such defects or
        exceptions and a waiver of Purchaser’s right to terminate this Agreement
        pursuant to this Section 5.2. If a mechanic’s lien not resulting from the acts
        or omissions of Purchaser, is recorded between the date of Purchaser’s receipt
        of the Preliminary Commitment and the Closing Date, Purchaser shall have
        the
        right to cause Seller to pay or bond over such monetary lien or encumbrance
        through escrow at closing. Other than the removal of any consensual monetary
        lien granted in writing by Seller, any mechanic’s lien arising from work
        authorized by Seller, and any other encumbrance executed by Seller after
        issuance of the Preliminary Commitment and prior to Closing, Seller shall
        have
        no obligation to cure any title defect or remove any matter from title to
        the
        Property, and Purchaser’s sole remedy in the event of Seller’s inability or
        unwillingness to cure or remove any exception to title to which Purchaser
        objects will be to terminate this Agreement and obtain the return of its
        Initial
        Deposit.

       

      
        
          
          

        

        
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        	5.3  	
                Title
                  Policy.
                  The Title Company shall deliver to Purchaser as soon as practicable
                  after
                  Closing, at Seller’s expense, an ALTA standard coverage owner’s policy of
                  title insurance insuring Purchaser’s fee simple title to the Real Property
                  in the face amount of the Purchase Price and containing no exclusions
                  other than the form printed exclusions and no exceptions other
                  than the
                  Permitted Exceptions and those created or caused by Purchaser (the
                  “Title
                  Policy”).
                  Purchaser, at Purchaser’s sole expense, may require the Title Company to
                  issue an ALTA extended coverage owner’s title policy, and if it does so,
                  Purchaser shall bear all additional costs associated with obtaining
                  the
                  extended coverage policy or any endorsements
                  thereto.

              


      

       

      
        	6.  	
                Entry
                  and Inspection.
                  Purchaser shall have rights of physical inspection of the Property
                  or the
                  books and records thereof, including without limitation examination
                  of
                  those due diligence matters contained within the items reflected
                  on
                  Exhibit
                  B
                  attached hereto. Seller agrees to promptly furnish the necessary
                  documents
                  stated on Exhibit B for inspection not later than ten (10) days
                  from
                  Effective Date. Purchaser, within twenty one (21) days from the
                  Effective
                  Date (the “Due
                  Diligence Period”),
                  shall specifically approve in writing all matters contained in
                  the items
                  set forth on Exhibit B as well as the forms of the Closing documents,
                  and
                  affirm that Purchaser will proceed with the transaction contemplated
                  by
                  the Agreement for the full Purchase Price. If Purchaser fails to
                  provide
                  timely such unambiguous written approval to Seller by the last
                  day of the
                  Due Diligence Period, this Agreement shall terminate and be of
                  no further
                  force or effect except that Purchaser shall forfeit its Initial
                  Deposit to
                  Seller, and thereafter the Parties shall have no obligations to
                  each other
                  except for any express surviving indemnity obligations contained
                  herein.
                  Notwithstanding the foregoing, the Due Diligence Period shall be
                  extended
                  by one (1) day for each day or portion thereof beyond the aforesaid
                  ten
                  (10) day period for delivery of the necessary documents stated
                  on Exhibit
                  B that any of said documents have not been delivered by Seller.
                  Except as
                  otherwise expressly provided in Section 13.1 below or in the Closing
                  documents, the sale of the Property is and will be made on an “AS IS,
                  WHERE IS” basis, with all defects of any nature, and Seller has not made,
                  does not make and specifically negates and disclaims, any representations,
                  warranties or guaranties of any kind or character whatsoever, whether
                  express or implied, oral or written, past, present or future of,
                  as to,
                  concerning or with respect to the Property or any other matter
                  whatsoever,
                  including without limitation its income, its tenancies, its value,
                  its
                  zoning, its environmental condition, and its compliance with any
                  other
                  laws.

              


      

       

      
        	7.  	
                Purchaser’s
                  Contingencies.
                  The obligation of Purchaser to purchase the Property pursuant to
                  this
                  Agreement is expressly contingent upon approval or waiver of the
                  following
                  contingency (“Purchaser’s
                  Contingency”)
                  in Purchaser’s reasonable discretion within the time period specified for
                  each condition:

              


      

       

      
        
          
          

        

        
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      Purchaser
        obtaining approval of (i) the assumption of the existing first deed of trust
        and
        promissory note due April 1, 2045, encumbering the Property in favor of Capstone
        Realty Advisors, LLC (“Lender”),
        which
        succeeded to the interest of PFC (“PFC
        Encumbrance”)
        and
        (ii) the transfer of physical assets under HUD Form 92266 (or its successor
        application form), provided that Purchaser shall timely submit the necessary
        assumption documents to each person from whom consent to assume is required
        within the time frame described in the terms of Section 13.3(d)
        hereof.

       

      
        	8.  	
                Confidentiality.
                  Except as may be required by law (in which event Purchaser shall
                  give not
                  less than five (5) business days notice to Seller of such legal
                  obligation
                  in advance of the intended disclosure) Purchaser and Purchaser’s agents
                  and representatives hereby covenant with Seller that Purchaser
                  and its
                  agents and representatives, without the prior written consent of
                  Seller
                  (which consent may be withheld for any reason or none) shall not
                  disclose
                  to any other person beyond its accountants and legal counsel, by
                  any means
                  whatsoever, (i) any information pertaining to this Agreement
                  and the
                  transaction contemplated hereby, or (ii) any information,
                  data or
                  documents provided by Seller or its agents or representatives regarding
                  Seller, its business and the
                  Property.

              


      

       

      
        	9.  	
                Prorations.

              


      

       

      
        	9.1  	
                Taxes.
                  Property taxes shall be prorated as of the Closing Date based upon
                  a three
                  hundred sixty-five (365) day year.

              


      

       

      
        	9.2  	
                Rents.
                  All non-delinquent rents shall be prorated on an accrual basis;
                  however,
                  Purchaser shall receive no credit for any outstanding rental concessions
                  or future rent credits. Purchaser shall receive credit for rents
                  on the
                  day of Closing. In the event Seller receives any payments of rent
                  from
                  tenants subsequent to Closing that are applicable to any period
                  after
                  Closing, such payments shall be endorsed by Seller in favor of
                  Purchaser
                  and promptly delivered to Purchaser. In the event Purchaser receives
                  any
                  payments of any delinquent rent from tenants subsequent to Closing
                  that
                  are applicable to periods prior to the Closing, such payments shall,
                  as
                  applicable, either be endorsed by Purchaser in favor of Seller
                  and
                  promptly delivered to Seller or promptly paid to Purchaser by Seller.
                  Purchaser shall use commercially reasonable efforts to collect
                  delinquent
                  rent from tenants owed to Seller prior to Closing, but Purchaser
                  shall not
                  be obligated to commence eviction efforts in an effort to collect
                  rents.
                  Purchaser shall be entitled to apply all payments by tenants first
                  to the
                  payment of current rent and other charges and second to the payment
                  of
                  pre-Closing delinquent rent when the current month’s rent is past due; but
                  rent payments received more than ten (10) days prior to their due
                  date
                  during the two (2) months next following the month of the Closing
                  Date
                  shall be presumed to be a “catch-up” payment of pre-Closing delinquent
                  rent (unless any such payment is accompanied by a notation from
                  the tenant
                  indicating to the contrary) and shall be remitted to Seller. The
                  refundable portion of all tenant deposits and accrued interest
                  as to those
                  leases that provide that the landlord shall pay interest on such
                  deposits
                  shall be credited by Seller to Purchaser at Closing. Purchaser
                  shall
                  receive no credit for any non-refundable fees or deposits unless
                  the date,
                  circumstance or event which makes same non-refundable has not occurred
                  as
                  of the Closing Date. 

              


      

       

      
        
          
          

        

        
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        	9.3  	
                Utilities
                  and Operating Expenses.
                  Purchaser agrees to open accounts with the utility companies serving
                  the
                  Property and to cooperate with Seller in requesting readings as
                  of the
                  Closing Date. If readings cannot be obtained as of the Closing
                  Date, the
                  Parties shall prorate all utility charges relating to the Property,
                  including water, gas, electricity, sewer and the like, outside
                  of escrow,
                  with such prorations to be finalized as soon as practicable following
                  Closing. Expenses under any Approved Contracts assumed by Purchaser
                  shall
                  be prorated as of the Closing Date. If any errors or omissions
                  are made
                  regarding adjustments or prorations, the parties shall make the
                  appropriate corrections promptly upon the discovery thereof. If
                  any
                  estimates are made regarding adjustments or prorations, the Parties
                  shall
                  make the appropriate correction promptly when accurate information
                  becomes
                  available. Any corrected adjustment or proration shall be paid
                  in cash
                  outside of escrow to the party entitled thereto. The obligations
                  of the
                  Parties under this Section 9.3 shall survive for a period of twelve
                  (12)
                  months after the Closing Date.

              


      

       

      
        	10.  	
                Closing
                  Costs.

              


      

       

      
        	10.1  	
                Seller’s
                  Closing Costs.
                  Seller shall pay the following:

              


      

       

      
        	(a)  	
                One-half
                  of Escrow Agent’s fee;

              


      

       

      
        	(b)  	
                The
                  cost of an ALTA standard coverage owner’s Title Policy, including search
                  fees; 

              


      

       

      
        	(c)  	
                Real
                  estate sales commissions as set forth in Section
                  18;

              


      

       

      
        	(d)  	
                Seller’s
                  attorneys’ fees in connection with the transaction contemplated by this
                  Agreement (which shall not include any fees of attorneys engaged
                  by
                  Purchaser with regard to the assumption of the PFC Encumbrance);
                  and

              


      

       

      
        	(e)  	
                Recording
                  fees customarily paid by sellers.

              


      

       

      
        	10.2  	
                Purchaser’s
                  Closing Costs.
                  Purchaser shall pay:

              


      

       

      
        	(a)  	
                One-half
                  of Escrow Agent’s fee;

              


      

       

      
        
          
          

        

        
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        	(b)  	
                Any
                  sales/use tax in connection with transfer of the Personal
                  Property;

              


      

       

      
        	(c)  	
                That
                  portion of the cost of obtaining a satisfactory title insurance
                  policy
                  that is in excess of the cost of the Title Policy, including the
                  costs of
                  an ALTA survey, if required;

              


      

       

      
        	(d)  	
                All
                  costs and fees associated with assumption of the PFC Encumbrance
                  on the
                  Property and replacement of all reserves held by the holder of
                  the PFC
                  Encumbrance and HUD, and upon the Closing Date, any tax, insurance,
                  replacement reserve, operating deficiency reserve, and any other
                  impounds
                  maintained by Lender in accordance with the HUD Loan (collectively,
                  the
                  “Impounds”)
                  shall be reimbursed by Purchaser to Seller. The amount of the Impounds
                  as
                  of the Closing Date is to be determined by the Escrow Agent by
                  obtaining
                  written confirmation from the Lender. Also, Purchaser shall pay
                  all its
                  attorneys’ fees in connection with the transaction contemplated by this
                  Agreement and those fees charged by the PFC Encumbrance holder
                  or HUD in
                  connection with the assumption of same, including without limitation
                  the
                  fees of its legal counsel; all costs incurred in connection with
                  the
                  consummation of Purchaser’s IRC Section 1031 exchange; and those recording
                  fees customarily paid by purchasers, including without limitation
                  all the
                  PFC Encumbrance assumption instruments.


              


      

       

      
        	11.  	
                Closing
                  Deliveries.
                  On
                  or before the Closing Date, the Parties shall cause to be delivered
                  to
                  Escrow Agent fully executed originals of the following documents,
                  satisfactory in form and substance to both Seller and Purchaser,
                  together
                  with escrow instructions, funds required to close and any other
                  documents
                  reasonably required to complete the transaction contemplated by
                  this
                  Agreement:

              


      

       

      
        	11.1  	
                Seller’s
                  Deliveries.

              


      

       

      
        	(a)  	
                Special
                  Warranty Deed conveying title to the Property to Purchaser and
                  containing
                  a reference to the HUD Covenant and a restriction prohibiting converting
                  the use of the Property into condominiums, a horizontal property
                  regime or
                  other form of separate ownership as to any of the dwelling units,
                  for a
                  period of ten (10) years from the date of issuance of the final
                  certificate of occupancy upon completion of the improvements to
                  the
                  Property, in form and substance identical, subject to any corrections
                  or
                  revisions jointly agreed to by the parties or required by law,
                  to that
                  instrument to be delivered to Purchaser within fourteen (14) days
                  after
                  the Effective Date (the “Deed”);

              


      

       

      
        	(b)  	
                Bill
                  of Sale conveying title to the Personal Property to
                  Purchaser;

              


      

       

      
        
          
          

        

        
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        	(c)  	
                Rent
                  Roll, certified as correct as of the Closing Date by Seller, identifying
                  each unit, the tenant of each unit, the lease expiration date,
                  the monthly
                  rent, the status of payment of rent, all refundable tenant deposits
                  and/or
                  prepaid rents on deposit from tenants to be transferred by Seller
                  to
                  Purchaser at Closing, and any rental concessions to tenants then
                  in
                  effect;

              


      

       

      
        	(d)  	
                Assignment
                  and Assumption of Leases assigning to Purchaser all of Seller’s interests
                  in all of the Tenant Leases;

              


      

       

      
        	(e)  	
                Assignment
                  and Assumption of Contracts and Intangibles assigning to Purchaser
                  all of
                  Seller’s rights and obligations under the contracts affecting the Property
                  which Purchaser has elected to assume in accordance with the terms
                  of this
                  Agreement (collectively, the “Approved
                  Contracts”);

              


      

       

      
        	(f)  	
                General
                  Assignment assigning to Purchaser all of Seller’s interest in warranties
                  and other intangible Personal
                  Property;

              


      

       

      
        	(g)  	
                Non-foreign
                  affidavit stating that Seller is not a “foreign person” for purposes of
                  Section 1445 of the Internal Revenue Code;


              


      

       

      
        	(h)  	
                An
                  Affidavit of Property Value required in connection with the conveyance
                  of
                  the Real Property and such other documents as are customary for
                  similar
                  transactions or as may be reasonably required by the Title Company
                  in its
                  capacities as underwriter or escrow agent;
                  and

              


      

       

      
        	(i)  	
                A
                  certificate updating Seller’s representations and warranties as of the
                  Closing Date.

              


      

       

      Additionally,
        Seller shall cause fully executed originals of the following documents to
        be
        delivered directly to Purchaser on or before the Closing Date:

       

      
        	 	
                (a)

              	
                Originals
                  of all Tenant Leases (or copies, if any original has been lost)
                  and any
                  material correspondence related thereto, i.e, all tenant
                  files;

              


      

       

      
        	 	
                (b)

              	
                Originals
                  of all Approved Contracts and any material correspondence related
                  thereto;

              


      

       

      
        	 	
                (c)

              	
                Materials
                  relating to the intangible Personal Property assigned to Purchaser
                  that
                  Seller has in its possession and/or
                  control;

              


      

       

      
        
          	 	
                  (d)

                	
                  All
                    soils, seismic, geologic, drainage, toxic waste and environmental
                    reports,
                    surveys, “as-built” plans and specifications, working drawings, grading
                    plans, elevations and similar information with respect to the
                    Real
                    Property which Seller has in its possession and/or control to
                    the extent
                    that originals of such items have not been delivered previously
                    by Seller
                    to Purchaser; and

                


        

        
          	 	 	 


        

        
          	 	(e)	
                  All
                    keys to the improvements located on the Real Property which Seller
                    or
                    Seller’s agents have in their possession, which keys shall include at
                    least one (1) key for every apartment unit, and which keys shall
                    be
                    properly tagged for identification;
                    and

                


        

        
          	 	 	 


        

        
          	 	(f)	
                  The
                    originals of the certificate of occupancy for the improvements
                    on the Real
                    Property and any other document readily accessible by Seller
                    that is
                    identified on Exhibit B.

                


        

      

       

      
        	11.2  	
                Purchaser’s
                  Deliveries.
                  Purchaser shall deliver on the Closing Date, the Purchase Price
                  for the
                  Property in accordance with Sections 3.1 and 3.2 above and any
                  documents
                  necessary to complete the transaction contemplated by this Agreement,
                  which shall include without limitation a letter from Purchaser’s President
                  authorizing (for so long as Purchaser owns the Property) Seller’s
                  affiliates to enter upon the Property (with due concern for the
                  rights of
                  tenants) upon forty-eight (48) hours prior written notice to Purchaser
                  to
                  tour the Real Property with prospective investors in or lenders
                  to
                  Seller’s affiliates’ other developments. Such deliveries shall be made in
                  a timely manner to allow for disbursement of the Purchase Price
                  to Seller
                  on the Closing Date.

              


      

       

      
        	12.  	
                Seller’s
                  Obligations Pending
                  Closing.

              


      

       

      
        	12.1  	
                Maintenance
                  of Property; Agreements Affecting Property.
                  From the Effective Date until the Closing Date, Seller will continue
                  to
                  conduct its business on and to manage the Property in a manner
                  similar to
                  Seller’s current conduct and will maintain the Property in its current
                  condition, subject to normal wear and tear, depreciation and damage
                  by
                  insured casualty. Seller will maintain Morrison Ekre & Bart as
                  property manager and will not terminate Morrison, Ekre & Bart as
                  property manager unless for cause or with the consent of Purchaser
                  which
                  shall not be unreasonably withheld. Seller has not previously entered
                  into
                  any agreements with respect to the operation of the business conducted
                  on
                  the Property (other than Tenant Leases, and any other agreements
                  which
                  would be disclosed by the documents described in Exhibit B
                  attached to this Agreement) which will be binding on Purchaser
                  after the
                  Closing Date, and following the Effective Date, Seller will not
                  enter into
                  any such agreement which will be binding on Purchaser without the
                  consent
                  in writing of Purchaser. Seller will not sell, assign or convey
                  any right,
                  title or interest in the Property to any third party or permit
                  to exist
                  any lien, encumbrance or charge thereon without discharging the
                  same prior
                  to the Closing Date.

              


      

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      
        	12.2  	
                Property
                  Insurance.
                  Until the Closing Date, Seller shall maintain its insurance policy
                  or
                  policies insuring the Property in full force and
                  effect.

              


      

       

      
        	13.  	
                Representations
                  and Warranties.

              


      

       

      
        	13.1  	
                Seller’s
                  Representations and Warranties.
                  The phrase “Seller’s Knowledge” or “Seller has not received written
                  notice” or “Seller has no knowledge of” or other phrases of similar import
                  shall mean and be limited to information actually known to or acquired
                  by,
                  in each case as of the Effective Date and without any special inquiry,
                  David K. Lu and Devan F. Wastchak, who are principals
                  of Seller.
                  In addition to other representations herein, Seller represents
                  and
                  warrants to Purchaser as of the date hereof and as of the Closing
                  Date
                  that:

              


      

       

      
        	(a)  	
                Seller
                  is an Arizona limited partnership, duly formed and validly existing
                  in the
                  State of Arizona. Seller, and the persons and entities signing
                  on behalf
                  of Seller, have full power and right to enter into and perform
                  their
                  obligations under this Agreement and the documents contemplated
                  herein,
                  including, without limitation, conveying the Property as herein
                  provided;
                  

              


      

       

      
        	(b)  	
                Neither
                  Seller nor any of the persons or entities constituting Seller is
                  a
                  “foreign person” within the meaning of Section 1445 of the United States
                  Internal Revenue Code of 1986, as amended, and the regulations
                  issued
                  thereunder, and Seller and each of the persons and entities constituting
                  Seller shall execute an affidavit at Closing, in form acceptable
                  to
                  Purchaser, confirming such matters; additionally, Seller is not,
                  and shall
                  not be at any time, a person with whom the Lenders are restricted
                  from
                  doing business under the regulations of the Office of Foreign Asset
                  Control ("OFAC") of the Department of Treasury of the United States
                  of
                  America (including those Persons named on OFAC's Specially Designated
                  and
                  Blocked Persons list) or under any statute, executive order (including,
                  the September 24, 2001 Executive Order Blocking Property and Prohibiting
                  Transactions With Persons Who Commit, Threaten to Commit, or Support
                  Terrorism), or other governmental action and is not and shall not
                  engage
                  in any dealings or transactions or otherwise be associated with
                  such
                  persons. In addition, the Borrower hereby agrees to provide to
                  the
                  Administrative Agent any information that the Administrative Agent
                  deems
                  necessary from time to time in order to ensure compliance with
                  all
                  applicable Laws concerning money laundering and similar
                  activities.

              


      

       

      
        	(c)  	
                Seller’s
                  interest in the Personal Property, Warranties, Permits, Tenant
                  Leases,
                  Tenant Deposits, Approved Contracts, and Trade Name is free of
                  any liens
                  or encumbrances, including without limitation any leases or financing
                  (with the exception of the PFC Encumbrance and the HUD Covenant).
                  There
                  shall not be any obligations of Seller in connection with the Property
                  that will be binding upon Purchaser after the Closing Date, except
                  for the
                  Tenant Leases, the Approved Contracts, and the Permitted
                  Exceptions;

              


      

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      
        	(d)  	
                The
                  execution and delivery of this Agreement and the documents contemplated
                  herein, and the consummation of the transactions contemplated herein,
                  will
                  not result in the breach of any agreement, indenture, or other
                  instrument
                  to which Seller is a party or is otherwise bound, so long as the
                  PFC
                  Encumbrance and the HUD Covenant are fully assumed by Purchaser
                  with each
                  lienholder’s consent;

              


      

       

      
        	(e)  	
                Except
                  for the consent of the Lender and HUD, no consent, approval, authorization
                  or order of any court or governmental agency or body or other third
                  party
                  is required in connection with Seller’s execution and delivery of this
                  Agreement or in connection with Seller’s performance of its obligations
                  under this Agreement;

              


      

       

      
        	(f)  	
                Seller
                  has not received written notice and has no actual knowledge (a) that
                  any permits required for the Property’s present use and status have not
                  been obtained or that any conditions contained in any permits have
                  not
                  been satisfied, except as set forth in subsection (k) of this Section
                  13.1, or (b) of any attachments, executions, or assignments
                  for the
                  benefit of creditors, or voluntary proceedings in bankruptcy or
                  under any
                  other debtor relief laws contemplated by or pending or threatened
                  by or
                  against any of the persons or entities constituting
                  Seller;

              


      

       

      
        	(g)  	
                Except
                  for the Tenant Leases, and those recorded exceptions set forth
                  in the
                  Preliminary Commitment, there are no options, rights of first refusal,
                  occupancy agreements (written or oral), licenses, contracts, restrictive
                  covenants, parking agreements, or any other agreements affecting
                  the
                  Property or the ownership, use, occupancy, operation, construction
                  or
                  maintenance of the Property;

              


      

       

      
        	(h)  	
                Seller
                  has not received written notice and has no actual knowledge that
                  any
                  water, sewer, gas, electricity, telephone, cable TV, drainage or
                  other
                  utility or system required by law or necessary for the use, occupancy,
                  operation and maintenance of the Property (i) is not installed
                  across
                  public property (or across valid easements which will inure to
                  the benefit
                  of Purchaser pursuant to this Agreement) to the boundary lines
                  of the Real
                  Property; (ii) is not connected pursuant to valid permits;
                  (iii) is not paid current as of the date of mutual acceptance
                  of this
                  Agreement and will be paid current as of the Closing Date; or (iv) is
                  not billed at normal metered charges for apartment
                  use;

              


      

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      
        	(i)  	
                No
                  services, material or work have been supplied to the Property by
                  or on
                  behalf of Seller for which payment has not been made in full in
                  a timely
                  manner, or which will not be paid in full before the Closing
                  Date;

              


      

       

      
        	(j)  	
                All
                  financial information about the Property heretofore or hereafter
                  prepared
                  by Seller and furnished to Purchaser is true, complete, and correct
                  in all
                  material respects as of the date therein specified and presents
                  fairly the
                  financial condition of the
                  Property;

              


      

       

      
        	(k)  	
                Seller
                  has received no written notices and Seller has no actual knowledge
                  (a) concerning any actual or alleged violation of or claim
                  relating
                  to any applicable governing regulation relating to the Property,
                  including
                  without limitation the Americans with Disabilities Act, or Seller’s use of
                  the Property; (b) that any of the uses or structures on
                  the Real
                  Property constitute a nonconforming use or structure under the
                  applicable
                  governmental regulation, provided, a secondary fire access issue
                  is being
                  discussed between the City of Avondale and Seller’s contractor and shall
                  reach final resolution prior to Closing; (c) that a variance
                  or
                  special exception from any Board of Adjustment of the City of Avondale
                  or
                  from any other applicable governmental entity has been obtained
                  by Seller,
                  or that any such variance or special exception is required for
                  the
                  Property or its use, occupancy, and operation to fully comply with
                  the
                  applicable governmental regulation; (d) that any federal,
                  state,
                  county, municipal or other governmental plans to change the highway
                  or
                  road system in the vicinity of the Property or to restrict or change
                  access from any such highway or road to the Property; or (e) of
                  any
                  violation of any covenant, or condition applicable to the
                  Property;

              


      

       

      
        	(l)  	
                Seller
                  has received no written notice of and Seller has no actual knowledge
                  of:
                  (i) any claim, action, suit, proceeding (including without
                  limitation
                  any proceeding in the nature of eminent domain) or investigation
                  pending
                  or threatened before any agency, court or other governmental authority
                  or
                  by any tenant, supplier or material man which relates to the ownership,
                  use, occupancy, value, operation of or title to the Property or
                  any
                  portion thereof; or (ii) any pending or contemplated special
                  or
                  general assessments, whether or not a lien on the Property, affecting
                  any
                  portion of the Property which will not be paid in full by Seller
                  prior to
                  the Closing Date; or (iii) any proceeding for any increase
                  in the
                  assessed valuation of any portion of the Property (other than normal
                  reassessment for ad
                  valorem
                  tax purposes which is part of a continuing and ongoing process);
                  

              


      

       

      
        	(m)  	
                Seller
                  has disclosed to Purchaser, in writing, information to the extent
                  of
                  Seller’s Knowledge in respect to (a) current, pending, or threatened
                  litigation involving the Property or any portion thereof, and (b) any
                  pending or threatened litigation involving any tenants, suppliers,
                  or
                  materialmen; and 

              


      

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      
        	(n)  	
                The
                  PFC Encumbrance has an outstanding principal balance in the approximate
                  amount of $14,694,000 and accrues interest at an annual rate of
                  five and
                  four-tenths percent (5.4%). The note evidencing such financing
                  was
                  obtained through the U.S. Department of Housing and Urban Development
                  (“HUD”),
                  and such note is assumable in accordance with its terms, upon the
                  prior
                  written approval of the HUD
                  Secretary.

              


      

       

      
        	13.2  	
                Seller’s
                  Disclaimer.
                  Except to the extent expressly set forth in this Section 13 and
                  elsewhere
                  in this Agreement, Seller makes no representations or warranties
                  with
                  respect to, and shall have no liability for: (i) the condition
                  of the
                  Property or the suitability of the Property for habitation or for
                  Purchaser’s intended use or for any use whatsoever; (ii) any
                  applicable building, zoning, fire or life safety laws or regulations
                  or
                  with respect to compliance therewith or with respect to the existence
                  of
                  or compliance with any required permits, if any, of any government
                  agency,
                  other than that described in Section 13.1(k) above; (iii) the
                  availability or existence of any water, sewer or other utilities,
                  any
                  rights thereto, or any water, sewer or other utility districts;
                  or
                  (iv) the presence of any environmentally hazardous wastes,
                  substances
                  or materials on, in or under the property or any adjacent properties.
                  PURCHASER ACKNOWLEDGES TO SELLER THAT PURCHASER WAS OFFERED, BUT
                  AT THE
                  CLOSE OF THE DUE DILIGENCE PERIOD SHALL HAVE WAIVED, THE OPPORTUNITY
                  UNDER
                  THIS AGREEMENT TO FURTHER INSPECT THE PROPERTY IN ALL RESPECTS
                  AND EXCEPT
                  TO THE EXTENT OF SELLER’S EXPRESS REPRESENTATIONS HEREUNDER, PURCHASER
                  ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS,
                  INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED
                  BY
                  CASUAL INSPECTION AND ALL RISKS ASSOCIATED WITH ADVERSE PHYSICAL
                  CHARACTERISTICS AND EXISTING ENVIRONMENTAL CONDITIONS ON, IN OR
                  AT THE
                  PROPERTY OR ANY ADJACENT PROPERTIES. Purchaser acknowledges and
                  agrees
                  that neither Seller not any member, manager, employee or agent
                  of Seller
                  has made any representations or warranties regarding the truth,
                  accuracy
                  or thoroughness of any reports, studies or assessments relating
                  to the
                  Property which Seller may have delivered or otherwise made available
                  to
                  Purchaser, except as otherwise expressly set forth in this Agreement.
                  Purchaser acknowledges that Seller would not agree to sell the
                  Property to
                  Purchaser on the terms and conditions of this Agreement but for
                  Purchaser’s acknowledgements and agreements set forth in this Section
                  13.2.

              


      

       

      Purchaser’s
        Initials:___________________________ 

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      
        	13.3  	
                Purchaser’s
                  Representations and Warranties.
                  Purchaser hereby represents and warrants to Seller as of the date
                  hereof,
                  and as of the Closing Date, that (a) Purchaser has full
                  power to
                  execute, deliver and carry out the terms and provisions of this
                  Agreement;
                  (b) Purchaser is a sophisticated purchaser who is familiar
                  with the
                  ownership and operation of real estate projects similar to the
                  Property;
                  (c) Purchaser has or will have adequate opportunity to complete
                  all
                  physical and financial examinations relating to the acquisition
                  of the
                  Property that it deems necessary, and will acquire the same solely
                  on the
                  basis of such examinations and the title insurance protection afforded
                  by
                  the owner’s policy and not on any information provided or to be provided
                  by Seller; and (d) Purchaser shall complete and submit to
                  HUD, HUD
                  Form 92266 (or its successor application form) and all other forms
                  and
                  information required to assume the PFC Encumbrance within sixty
                  six (66)
                  days after the Effective Date.

              


      

       

      
        	13.4  	
                Survival;
                  Knowledge.
                  All representations and warranties made in this Agreement shall
                  survive
                  the Closing for a period of twelve (12) months. Any and all claims
                  for
                  misrepresentation or breach of warranty under this Agreement must
                  be
                  commenced or filed within twelve (12) months from the date of Closing.
                  Purchaser shall have no recourse against Seller with respect to
                  any claim
                  for misrepresentation or breach of warranty arising out of facts
                  or
                  circumstances of which Purchaser or its employees or agents (excluding
                  real estate agents) were aware prior to Closing.
                  

              


      

       

      
        	14.  	
                Destruction
                  of Improvements.
                  Prior to Seller’s delivery of possession of the Property to Purchaser at
                  Closing, the risk of loss or damage to the Property shall remain
                  upon
                  Seller. The risk of loss transfers to Purchaser after delivery
                  of
                  possession of the Property to Purchaser at Closing. If, prior to
                  Closing,
                  the Property is materially damaged or destroyed by fire or other
                  casualty,
                  Seller shall promptly notify Purchaser of such fact. Purchaser
                  shall have
                  the option to terminate this Agreement upon notice to Seller given
                  not
                  later than five (5) days after receipt of Seller’s notice. If this
                  Agreement is so terminated, then the Initial and Second Deposits
                  and all
                  interest accrued thereon in the depository bank shall be refunded
                  to
                  Purchaser. Purchaser and Seller shall pay one-half (1/2) the cost
                  of any
                  cancellation fees and costs of Escrow Agent or Title Company in
                  such
                  event; and neither Purchaser nor Seller shall have any further
                  rights or
                  obligations under this Agreement except for any surviving indemnity
                  provisions of this Agreement. If Purchaser fails to notify Seller
                  of its
                  election within ten (10) days of receiving notification of the
                  material
                  damage or destruction, the Purchaser shall be deemed to have elected
                  to
                  proceed with Closing and the acquisition under this Agreement.
                  For
                  purposes of this Section 14, “material” damage or destruction shall mean
                  damage or destruction that costs in excess of two percent (2%)
                  of the
                  Purchase Price to repair or
                  replace.

              


      

       

      If
        Purchaser does not so terminate this Agreement or in the event any damage
        or
        destruction is not material, then neither Purchaser nor Seller shall have
        the
        right to either terminate this Agreement by reason of such damage or
        destruction, or waive its right to terminate, in which case Seller shall
        promptly comply with the terms and requirements of any Tenant Lease, the
        PFC
        Encumbrance or any other applicable agreement binding on Seller and/or the
        Real
        Property and any obligations under applicable law with regard to the repair
        or
        restoration of such damage, provided, however, that if the date of occurrence
        of
        the loss is such that it can not reasonably be repaired or restored prior
        to
        Closing and the failure to repair does not otherwise (a) prevent the Closing,
        including, without limitation, (i) the assumption of the PFC Encumbrance
        and
        (ii) the transfer of physical assets under HUD Form 92266 (or its successor
        application form), or (b) expose Purchaser or the Real Property to any claim
        for
        damages or penalty, then at Closing Seller shall assign and turn over to
        Purchaser all insurance proceeds paid or payable with respect to such damage
        or
        destruction, plus the amount of any deductible under Seller’s insurance policy
        and Purchaser and Seller shall proceed to close the transaction pursuant
        to the
        terms of this Agreement, without modifications of the terms of this Agreement
        and without any reduction in the Purchase Price. It is expressly understood
        and
        agreed to by Purchaser that except as provided in this paragraph Seller shall
        not and is not obligated to make any repairs to the Property in the event
        of
        damage or destruction by fire or other casualty and Seller’s assignment of the
        insurance proceeds and the payment of the deductible under Seller’s insurance
        policy to Purchaser is made so that Purchaser is responsible for any such
        repairs.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      
        	15.  	
                Condemnation.
                  In
                  the event that, prior to the Closing Date, any governmental entity
                  shall
                  commence any actions of eminent domain or similar type proceedings
                  to take
                  any portion of the Real Property, Seller shall give prompt written
                  notice
                  thereof to Purchaser, and Purchaser shall have the option either
                  to (a)
                  elect to terminate this Agreement, or (b) complete the acquisition
                  of the
                  Property, in which case Purchaser shall be entitled to all the
                  proceeds of
                  such taking and Seller hereby agrees that it shall not settle or
                  compromise the proceedings without Purchaser’s prior written consent,
                  which consent shall not be unreasonably withheld or delayed. If
                  Purchaser
                  fails to notify Seller of its election within ten (10) days of
                  receiving
                  notification of the proceeding, then Purchaser shall be deemed
                  to have
                  elected to proceed with Closing and the acquisition under this
                  Agreement.

              


      

       

      
        	16.  	
                Default.

              


      

       

      
        	16.1  	
                Default
                  by Purchaser.
                  In the event the Purchaser fails, without legal excuse, to complete
                  the
                  purchase of the Property, Seller shall have the right to direct
                  the Escrow
                  Agent to pay the Deposit to Seller or to retain said Deposit to
                  the extent
                  already received by Seller, as liquidated damages for Purchaser’s failure.
                  The Parties agree that Seller’s actual damages would be difficult or
                  impossible to determine if Purchaser defaults, and that the Deposit
                  is the
                  best estimate of the amount and damages Seller would suffer. The
                  Deposit
                  shall be the amount that Seller is entitled to receive as liquidated
                  damages and shall be Seller’s sole and exclusive remedy for Purchaser’s
                  failure to complete the purchase of the Property. Payment of the
                  Deposit
                  in consequence of Purchaser’s default represents damages and not any
                  penalty against Purchaser. Notwithstanding anything to the contrary
                  in
                  this Agreement, Purchaser’s indemnity obligations under this Agreement are
                  separate and distinct obligations not subject to this Section 16.1.
                  

              


      

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	16.2  	
                Default
                  by Seller.
                  Purchaser shall have as its sole remedy election, the right to
                  either:
                  (a) bring an action for specific performance, or (b) terminate
                  this Agreement and obtain the return of its Deposit. If Purchaser
                  fails to
                  file suit for its remedy of specific performance within thirty
                  (30) days
                  following the then-scheduled Closing Date, Purchaser shall be deemed
                  to
                  have waived its specific performance remedy. The remedies granted
                  to
                  Purchaser under this Section 16.2 apply only in the event of a
                  breach or
                  default or event that is not otherwise dealt with under terms of
                  this
                  Agreement. Under no circumstances shall Purchaser have the right
                  to sue
                  for damages of any nature. Notwithstanding anything to the contrary
                  in
                  this Agreement, Purchaser’s indemnity obligations under this Agreement are
                  separate and distinct obligations that are not subject to the liquidated
                  damages provisions contained in this Section 16.2. Further,
                  notwithstanding anything to the contrary contained in this Agreement,
                  the
                  liquidated damage provisions of this Section 16.2 will not limit
                  Seller’s
                  damages under A.R.S. sections 12-1103, 12-1191 or
                  33-420.

              


      

       

      
        	17.  	
                Notices.
                  All notices or other communications required or permitted to be
                  given to a
                  party to this Agreement shall be in writing and shall be personally
                  delivered, sent by reliable overnight courier which obtains a delivery
                  receipt, designated for next business day delivery and shipping
                  prepaid,,
                  sent via registered or certified mail, postage prepaid, return
                  receipt
                  requested, or sent by facsimile with hard copy sent on the same
                  day by one
                  of the means set forth above, to such party at the following respective
                  addresses:

              


      

       

      
        	
              	Purchaser:	
                Wilshire
                  Enterprises, Inc. 
                  1 Gateway
                    Center

                  11-43
                    Raymond Plaza West, 10th Floor

                  Newark,
                    New Jersey 07102

                  Attn:
                    Daniel C. Pryor

                  Phone
                    No.: (201) 420-2796

                  Fax
                    No.: (201) 420-6012

                  E-mail:
                    danpryor@wilshireenterprisesinc.com

                

              


      

      
        	 	 	 


      

      
        	 	With a copy
                to:	Wilentz, Goldman & Spitzer
                90
                  Woodbridge Center Drive

                P.O.
                  Box 10

                Woodbridge,
                  NJ 07095

                Attn:
                  Joseph J. Jankowski, Esq.

                Phone
                  No.: (732) 855-6059    

                Fax
                  No.: (732) 726-6512    

                E-mail:
                  jankoj@wilentz.com

              


      

      
      

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

    

    
      
        	 	Seller:	
                Avondale
                  Multi-Family Limited Partnership

                Attn:
                  Devan Wastchak and David K. Lu 

                C/o
                  Foursite Development, L.L.C.

                2809
                  East Camelback Road, Suite 300

                Phoenix,
                  Arizona 85016

                Phone
                  No.: (602) 266-5888

                Fax
                  No.: (602) 266-5999

                E-mail:
                  dwastchack@foursite.com

              


      

      
        	 	 	 


      

      
        	 	With a copy to:	
                Michael N.
                  Widener, Esq.

                Bonnett,
                  Fairbourn, et al.

                2901 N.
                  Central Avenue, Suite 1000

                Phoenix,
                  AZ 85012

                Phone
                  No.: (602) 274-1100

                Fax
                  No.: (602) 274-1199

                E-mail:
                  mwidener@bffb.com

              


      

      
        	 	 	 


      

        

      Each
        such
        notice or other communication shall be deemed given, delivered and received
        upon
        its actual receipt, except that in the case of registered or certified mailings,
        these shall be deemed received on the fourth (4th) business day following
        its
        posting. 

       

      
        	18.  	
                Agency
                  and Commissions.
                  Each Party agrees to defend, indemnify and hold the other harmless
                  from
                  and against all liabilities, costs, damages and expenses, including,
                  without limitation, reasonable attorneys’ fees, resulting from any claims
                  or fees or commissions, based upon agreements by it, if any, to
                  pay any
                  additional broker’s commission and/or finder’s fee. Each Party represents
                  and warrants that no real estate brokers or finders were involved
                  in this
                  transaction that entitle any such person to a commission upon the
                  consummation of this purchase and
                  sale.

              


      

       

      
        	19.  	
                Disclosure
                  to Parties.
                  It
                  is hereby disclosed that Douglas A. Dragoo, an owner of an interest
                  in
                  Seller, is a licensed Arizona and Colorado real estate broker.
                  The Parties
                  understand and accept these disclosures and waive any rights that
                  may
                  otherwise relate to the described relationships. The disclosure
                  of such
                  relationship shall not in any way limit the scope of the representations
                  and warranties of the parties in Section 18 or limit the defense
                  or
                  indemnification obligations of the parties under Section 18.
                  

              


      

       

      
        	20.  	
                Transfer
                  in Accordance with HUD Requirements.
                  Notwithstanding any provision set forth in this Agreement, the
                  transaction
                  is 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
                  Property under this Agreement shall be allowed or effective prior
                  to such
                  approval by HUD. Purchaser will not take possession of the Property
                  nor
                  assume benefits of property ownership prior to such approval by
                  HUD. The
                  Purchaser, its heirs, executors, administrators, or assigns shall
                  have no
                  right upon any breach by the Seller hereunder to seek damages,
                  directly or
                  indirectly, from the Property 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 Property or the
                  assets,
                  rents, issues or profits thereof. At the Closing as defined herein,
                  Purchaser shall assume the loan made to the Seller and to be assumed
                  by
                  the Purchaser and insured by HUD in connection with this Project
                  (“HUD
                  Loan”).
                  Purchaser shall be responsible for applying for approval of a Transfer
                  of
                  Physical Assets (“TPA”)
                  with the HUD Phoenix Office in connection with the purchase of
                  the
                  Property and assumption of the HUD Loan. Purchaser shall pay for
                  the
                  services of Tiffany & Bosco, P.A. in connection with the preparation
                  and submission of the TPA, and Purchaser shall be responsible for
                  all
                  legal fees and costs associated with the TPA, whether or not the
                  TPA is
                  approved. Tiffany & Bosco, P.A. shall process the assumption of the
                  HUD Loan. The parties’ obligations under this Agreement shall be
                  contingent upon HUD’s approval of the TPA and Purchaser’s assumption of
                  the HUD Loan. If HUD does not approve of the TPA and Purchaser’s
                  assumption of the HUD Loan on or before the Close of Escrow, then
                  either
                  Party to this Agreement shall have the option at any time thereafter
                  to
                  terminate this Agreement; but in any event, One Hundred Thousand
                  Dollars
                  ($100,000) being the full Initial Deposit and Fifty Thousand Dollars
                  ($50,000) of the Second Deposit shall belong to Seller, and the
                  balance of
                  the Second Deposit shall be returned to Purchaser unless (i) Purchaser
                  failed to apply to HUD for the assumption of the PFC Encumbrance
                  as set
                  forth in Section 13.3(d), in which case an additional One Hundred
                  Thousand
                  Dollars ($100,000) of the Second Deposit shall belong to Seller
                  or (ii)
                  HUD’s disapproval of the TPA and Purchaser’s assumption of the HUD Loan is
                  a result of a) Purchaser’s failure to provide all requested items to HUD
                  and or the Lender within its control; b) Purchaser’s failure to perform
                  any HUD or Lender requirements within its control; c) a prior default
                  by
                  Purchaser on a HUD insured loan; or d) Purchaser’s insufficient credit, in
                  which case the balance of the Second Deposit shall be immediately
                  released
                  to and belong to Seller.

              


      

       

      
        
          
          

        

        
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        	21.  	
                Assignment
                  by Purchaser.
                  Purchaser may assign its rights and/or obligations under this Agreement
                  with the prior written consent of Seller, which consent shall not
                  be
                  unreasonably withheld, conditioned or delayed. Notwithstanding
                  the
                  foregoing, Seller’s consent shall not be required with respect to the
                  assignment of this Agreement to an entity in which Purchaser will
                  remain
                  as a manager and member, subject to HUD approval (and Seller shall
                  have no
                  responsibility for this approval). Any assignment shall be documented
                  and
                  notice given at least three (3) business days prior to the Closing
                  Date;
                  and the assignee must execute and deliver the license described
                  in Section
                  11.2 in favor of the Seller. Any permitted assignment by Purchaser
                  shall
                  not relieve Purchaser from performing the obligations of the buyer
                  under
                  this Agreement.

              


      

       

      
        	22.  	
                1031
                  Exchange.
                  Either Party may elect to qualify this transaction under Section
                  1031 of
                  the Internal Revenue Code (the “1031
                  Exchange”).
                  Each Party agrees to cooperate with the other to the extent necessary
                  to
                  qualify for the 1031 Exchange but neither shall be obligated to
                  incur any
                  out of pocket cost in connection therewith unless the exchanging
                  party
                  initiating the 1031 Exchange agrees to reimburse the cooperating
                  party for
                  such cost. Either Party may, without the other’s consent and in
                  furtherance of the 1031 Exchange, assign this Agreement and convey
                  the
                  Property to a person or entity (the “Exchange
                  Intermediary”)
                  at or prior to Closing on the following conditions: (a) the
                  assigning
                  Party shall not be released from its obligations under this Agreement;
                  (b) the other (non-assigning) party shall not bear any cost,
                  expense
                  or liability in connection with the conveyance or assignment; and
                  (c) the assigning Party shall indemnify and save the other
                  party
                  harmless from same.

              


      

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

       

      
        	23.  	
                Attorneys’
                  Fees.
                  If
                  there is any litigation between Seller and Purchaser to enforce
                  or
                  interpret any provisions or rights of this Agreement, the unsuccessful
                  party in such litigation, as determined by the court, agrees to
                  pay the
                  successful party, as determined by the court, all reasonable out
                  of pocket
                  costs, legal fees, and expenses (through trial and appeal), including,
                  but
                  not limited to, reasonable attorneys’ fees incurred by the successful
                  party.

              


      

       

      
        	24.  	
                Time.
                  Time is of the essence of this Agreement, it being understood that
                  each
                  date set forth herein and the obligation of the Parties to be satisfied
                  by
                  such date have been the subject of specific negotiations by the
                  Parties.
                  The time for the performance of any obligation or the taking of
                  any action
                  under this Agreement will be deemed to expire at 5:00 p.m. (Phoenix
                  time)
                  on the last day of the applicable time period established in this
                  Agreement. In calculating any time period in this Agreement which
                  commences upon the receipt of any notice, request, demand, or document,
                  or
                  upon the happening of an event (e.g.,
                  the Opening of Escrow), the date upon which the notice, request,
                  demand,
                  or document is deemed received, as determined above, or the date
                  an event
                  occurs (or is deemed to have occurred) is not included with the
                  applicable
                  time period, but the applicable time period will commence on the
                  day
                  immediately following. If the time for the performance of any obligation
                  or taking any action under this Agreement expires on a Saturday,
                  Sunday,
                  or legal holiday, the time for performance or taking such action
                  will be
                  extended to the next succeeding day with is not a Saturday, Sunday,
                  or
                  legal holiday and during which Escrow Agent and both Purchaser’s and
                  Escrow Agent’s banks are open for
                  business.

              


      

       

      
        	25.  	
                Possession.
                  Possession of the Property shall be delivered by Seller to Purchaser
                  on
                  the Closing Date, subject to the right of
                  tenants.

              


      

       

      
        	26.  	
                Entire
                  Agreement.
                  This Agreement contains the entire agreement between the Parties
                  to this
                  Agreement with respect to the subject matter of this Agreement
                  and
                  supersedes all prior understandings, agreements, representations
                  and
                  warranties, if any, with respect to such subject
                  matter.

              


      

       

      
        	27.  	
                Modification
                  in Writing.
                  This Agreement may only be modified by a writing executed by both
                  Purchaser and Seller.

              


      

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      
        	28.  	
                Headings.
                  The headings of the various paragraphs of this Agreement have been
                  inserted only for convenience and shall not be deemed in any manner
                  to
                  modify or limit any of the provisions of this Agreement, or be
                  used in any
                  manner in the interpretation of this
                  Agreement.

              


      

       

      
        	29.  	
                Interpretation.
                  Whenever the context so requires, all words used in the singular
                  shall be
                  construed to have been used in the plural (and vice versa), each
                  gender
                  shall be construed to include any other gender, and the word “person”
                  shall be construed to include a natural person, a corporation,
                  a firm, a
                  partnership, a joint venture, an estate or any other
                  entity.

              


      

       

      
        	30.  	
                Effectiveness.
                  This Agreement shall become effective as a contract binding the
                  parties
                  if, and only when, it has been signed by, and delivered to, both
                  Purchaser
                  and Seller. There is no offer to sell represented by Seller’s forwarding
                  this Agreement draft to Purchaser. If this Agreement is executed
                  and
                  delivered by Purchaser to Seller prior to 5:00 p.m. Arizona time
                  on or
                  after July 29, 2005, it shall constitute Purchaser’s offer to acquire
                  the Property from Seller. Seller shall have the right to accept
                  other
                  offers to purchase the Property before or after July 29,
                  2005, so
                  long as Seller has not signed this Agreement and delivered it to
                  Purchaser.

              


      

       

      
        	31.  	
                Further
                  Assurances.
                  The Parties shall execute all instruments and documents and take
                  all
                  actions as may be reasonably required to effectuate this Agreement.
                  Prior
                  to the expiration of the Due Diligence Period, Purchaser and Seller
                  will
                  agree upon the form of all closing documents which are to be executed
                  at
                  Close of Escrow and which have not been attached to this Agreement
                  as
                  exhibits.

              


      

       

      
        	32.  	
                Counterparts.
                  This Agreement may be executed in any number of counterparts, or
                  with
                  signatures sent by facsimile, each of which shall be deemed an
                  original,
                  but all of which when taken together shall constitute but one and
                  the same
                  agreement.

              


      

       

      
        	33.  	
                Governing
                  Law.
                  The validity, meaning and effect of this Agreement shall be determined
                  in
                  accordance with the internal laws of the State of Arizona. Any
                  action
                  brought to interpret, enforce, or construe any provision of this
                  Agreement
                  must be commenced and maintained in the Superior Court of the State
                  of
                  Arizona, Maricopa County, or in the United States District Court
                  for the
                  District of Arizona. All parties irrevocably consent to this jurisdiction
                  and venue and agree not to transfer or remove any action commenced
                  in
                  accordance with this Agreement.

              


      

       

      
        	34.  	
                Successors.
                  The terms, covenants and conditions of this Agreement shall be
                  binding
                  upon and shall inure to the benefit of the heirs, executors,
                  administrators and assigns of the respective Parties
                  hereto.

              


      

       

      [Signatures
        Appear on the Following Page]

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
        day
        and year first above written.

      


      
        	
                SELLER:

                 

                AVONDALE
                  MULTI-FAMILY LIMITED PARTNERSHIP, an Arizona limited
                  partnership

                 

                By Avondale
                  Investments, Inc., an Arizona corporation, its sole General
                  Partner

                 

                 

                 

                By__________________________________

                Devan F.
                  Wastchak, its Treasurer

              	
                PURCHASER:

                 

                WILSHIRE
                  ENTERPRISES, INC., a New Jersey corporation

                 

                 

                 

                By__________________________________

                Daniel
                  C. Pryor, its President

              


      

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A

      TO

      AGREEMENT
        FOR PURCHASE AND SALE

      


      Legal
        Description

      


      SEE
        ATTACHED LEGAL DESCRIPTION FROM TSA TITLE AGENCY

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        B

      TO

      AGREEMENT
        FOR PURCHASE AND SALE

      


      List
        of Due Diligence Items

       

      
        	
                Operating
                  Statements (2004 and year to date)

              
	
                Operating
                  Budget (2005)

              
	
                Capital
                  Improvements (2004 and year to date) 

              
	
                Current
                  Rent Roll

              
	
                Real
                  and Personal Property Tax Statements (2004) 

              
	
                ALTA
                  Survey

              
	
                Service
                  Contracts

              
	
                Personal
                  Property List

              
	
                Delinquency
                  Report

              
	
                Vendor
                  List

              
	
                Employee
                  Payroll

              
	
                Correspondence
                  received from governmental or municipal agencies concerning building
                  and
                  code violations of any nature, if any

              
	
                Certificates
                  of Occupancy

              
	
                Miscellaneous
                  Income Report

              
	
                Property
                  Management Agreement

              
	
                Certificate
                  of Insurance

              
	
                Phase
                  I Environmental

              
	
                Special
                  Warranty Deed - (To be provided within fourteen (14) days of the
                  Effective
                  Date)

              
	
                Copies
                  of all executed loan documents related to the PFC
                  Encumbrance

              


      

      


      
        
          
          

        

        
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