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                                  EXHIBIT 10.34
        PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN BILTMORE CLUB
                  APARTMENTS, L.L.C. (A SUBSIDIARY OF WILSHIRE
        ENTERPRISES, INC.) AND GDG PARTNERS L.L.C. DATED FEBRUARY 2, 2005

                             PURCHASE AGREEMENT AND
                               ESCROW INSTRUCTIONS
                                   (ALL CASH)




CONTRACT DATE:             February 1, 2005




SELLER:                    Biltmore Club Apartments, L.L.C.
                           c/o Wilshire Enterprises, Inc. of New Jersey
                           921 Bergen Avenue
                           Jersey City, New Jersey 07306
                           Attention:  Dan Pryor
                           Telephone:       201-420-2796
                           Facsimile:       201-420-6012




BUYER:                     GDG Partners L.L.C.
                           c/o Gray Development Group
                           2555 East Camelback Road, Suite 1050
                           Phoenix, Arizona 85016
                           Attention:  Bruce W. Gray
                           Telephone:       602-954-0109
                           Facsimile:       602-954-9308




with a copy to:            Kutak Rock LLP
                           8601 North Scottsdale Road, Suite 300
                           Scottsdale, Arizona 85253-2742
                           Attention:  Lynn T. Ziolko, Esq.
                           Telephone:  480-429-5000
                           Facsimile:  480-429-5001




ESCROW AGENT:              Lawyers Title of Arizona, Inc.
                           2425 East Camelback Road, Suite A-700
                           Phoenix, Arizona
                           Attention:  Judy Sorensen
                           Telephone:       602-954-6774
                           Facsimile:       602-954-7006




ESCROW NO.:                01417571
REAL PROPERTY:             The property that is legally described on the
                           attached EXHIBIT "A".


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THE TERMS LISTED IN BOLD ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO THROUGHOUT
THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS.





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                                   ARTICLE I
                         AGREEMENT, PROPERTY, AND PRICE

         SECTION 1.01. AGREEMENT. Upon the Opening of Escrow, this Purchase
Agreement and Escrow Instructions (referred to as either the "CONTRACT" or
"AGREEMENT") will constitute a binding and effective agreement of Seller to sell
the Property to Buyer and will constitute a binding and effective agreement of
Buyer to purchase the Property from Seller.

         SECTION 1.02. INCLUSIONS IN PROPERTY. Seller agrees to sell to Buyer,
and Buyer agrees to purchase from Seller, all of Seller's interest in the
Property upon the terms and conditions of this Contract. The term "PERSONALTY"
means Seller's interest in all furnishings (except as identified in Section 1.05
below), furniture, appliances, tools, equipment, machinery, computers, computer
hardware, marketing materials, telephone systems, office equipment, pool and
patio furniture, supplies, inventory, and other tangible personal property owned
by Seller that are located on or used in connection with the operation of the
Property as an apartment project. The term "CONTRACT RIGHTS" means all Approved
Project Contracts, Tenant Deposits, prepaid rents (for periods after the Closing
Date), tenant leases, tenant records, tenant files, permits, certificates of
occupancy, occupancy and operations licenses, and all rights, if any, to any
telephone numbers used for the Property. The term "IMPROVEMENTS" means all
buildings, improvements, fixtures, pools, parking areas, sidewalks, landscaping,
and similar structures and improvements located on the Real Property. The term
"OTHER RIGHTS" means Seller's interest in all logos, designs, trade names,
trademarks, service marks, plans and specifications, warranties, guaranties, all
electronic records applicable to the Property and its operation, and all
additional rights, easements, and appurtenances pertaining to the use,
ownership, or operation of the Improvements, including all right, title, and
interest of Seller in and to any land lying in the bed of any street, road,
highway, or alley adjoining the Real Property and any strips and gores adjoining
the Real Property. The term "PROPERTY" means collectively the Real Property,
Improvements, Personalty, Contract Rights, and Other Rights.

         SECTION 1.03. DEFINITIONS. Capitalized terms used in this Contract,
including the terms listed on the cover page of this Contract, will have the
meanings ascribed in this Contract. For ease of reference only, the location of
various defined terms used in this Contract is identified on the attached
SCHEDULE OF DEFINITIONS.

         SECTION 1.04. ESCROW INSTRUCTIONS. The Contract consists of the main
text and all exhibits to the Contract including the Additional Escrow
Instructions attached as EXHIBIT "B". All exhibits supplement the Contract. This
Contract will constitute the sole escrow instructions of Buyer and Seller to the
Escrow Agent, and the standard form escrow instructions of Escrow Agent will not
be used for this Escrow. If there is a conflict between the main text of this
Contract and the exhibits, the main text controls in all instances.

         SECTION 1.05. EXCLUDED ASSETS. The Property does not include the
furnishings for any of the apartment models ("EXCLUDED MODEL FURNISHINGS"), all
of which will remain the property of Seller. After the Closing Date, however,
Seller agrees that Buyer may continue to use (free of charge) the Excluded Model
Furnishings in the model units until the earlier of Buyer's commencement of
demolition or one year. Buyer agrees to advise Seller as and when Buyer no
longer needs to use the Excluded Model Furnishings, and Seller will have the
right to re-enter the Property to remove the Excluded Model Furnishings on a
reasonably prompt basis.

                                   ARTICLE II
                          PRICE, ESCROW, AND PRORATIONS

         SECTION 2.01. PURCHASE PRICE. The total purchase price ("PRICE") for
the Property is $20,956,080. The Price will be paid by Buyer to Seller as
follows:

                  (a) Concurrent with Seller's delivery of an executed original
         of this Contract to Buyer (including the Acknowledgement of Receipt),
         Buyer will pay directly to Seller in Good Funds an initial earnest
         money deposit in the amount of $100,000 ("INITIAL EARNEST MONEY").


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                  (b) By no later than the date that is 60 days after the
         Opening of Escrow, Buyer will deposit with Escrow Agent in Good Funds
         an additional earnest money deposit of $150,000 ("FIRST ADDITIONAL
         EARNEST MONEY").

                  (c) By no later than 150 days after the Opening of Escrow,
         Buyer will deposit with Escrow Agent in Good Funds a second additional
         earnest money deposit of $250,000 ("SECOND ADDITIONAL EARNEST MONEY")
         (with the First Additional Earnest Money and the Second Additional
         Earnest Money being referred to, as applicable, as the "ADDITIONAL
         EARNEST MONEY").

                  (d) On or before the Closing Date, all additional amounts
         ("CLOSING CASH") required of Buyer to pay the Price, after credit for
         the Earnest Money, will be paid by Buyer to Seller in Good Funds.

         SECTION 2.02. EARNEST MONEY. As used in this Contract, the term
"EARNEST MONEY" means, to the extent applicable under this Contract, the Initial
Earnest Money, the Additional Earnest Money, and all interest that may accrue on
the Additional Earnest Money from time to time, and the term "GOOD FUNDS" means
in cash, by confirmed wire transfer, by certified check drawn on any Bank, or by
cashier's check issued by any Bank representing good, sufficient, and
immediately available U.S. funds. Except to the extent paid directly to Seller,
the Earnest Money will be held by Escrow Agent in accordance with the terms and
conditions of this Contract in a fully federally insured or federally backed
investment approved by Buyer and Seller. At the Close of Escrow, the Earnest
Money will be applied by Escrow Agent for the benefit of Buyer to the Price and
Buyer's share of any closing costs and prorations. The Initial Earnest Money is
nonrefundable upon its delivery to Seller in all instances except in the case of
a Seller default. The Additional Earnest Money is nonrefundable upon its deposit
with Escrow Agent in all instances except in the case of a Seller default.

         SECTION 2.03. BROKER'S COMMISSION. Except Colliers International (Duane
Jones, Agent) ("EMPLOYED BROKER"), Buyer and Seller represent to each other that
neither has dealt with any broker or any other person concerning this purchase
and sale of the Property in a manner that would give rise to a claim for the
payment of a fee or commission. Each party agrees, on demand, to indemnify,
defend, and hold harmless the other party for, from, and against any claim,
damage, loss, liability, or expense, (including attorney fees in a reasonable
amount) arising out of any act or omission of the party or its representatives
that forms the basis for any claim for commissions, fees, or any similar charge.
As used in this Contract, the term "BROKER" means any real estate broker,
salesperson, agent, finder, or any other person entitled to a real estate
commission, fee, or any similar charge. If and only if the Escrow closes in
accordance with the terms of this Contract, Seller will pay to Employed Broker a
brokerage commission in the amount specified in the separate brokerage agreement
between Seller and Employed Broker. The brokerage indemnity described above will
survive the cancellation or termination of this Contract and the related Escrow
and the Close of Escrow. If the sale contemplated by this Contract is not
consummated for any reason whatsoever, no commission or any portion of the
Earnest Money will be paid to the Employed Broker, and the consent, approval, or
joinder of the Employed Broker is not be required to modify or cancel this
Contract. Seller understands that certain principals and/or affiliates of Buyer
are licensed real estate and/or sales person in the State of Arizona.

         SECTION 2.04. TIME PERIODS.

                  (a) This Contract constitutes an enforceable obligation of
         Seller to sell and Buyer to purchase the Property on the terms and
         conditions of this Contract when the Contract is signed by both Buyer
         and Seller. The date of the Opening of Escrow ("OPENING OF ESCROW")
         will be the date on which Escrow Agent has received this Contract
         executed by Buyer and Seller; and has accepted this Contract as its
         escrow instructions by executing this Contract on the signature page.
         Escrow Agent is instructed to insert the date of opening in the
         signature portion of this Contract. Notwithstanding anything to the
         contrary in this Contract or any purchase offer, Seller's acceptance,
         negotiation, and/or deposit of Buyer's cashier's check (No. 004167681)
         dated January 14, 2005, drawn on Bank of America in the amount of
         $100,000 ("BUYER'S CASHIER CHECK") for the Initial Earnest Money will
         constitute Seller's irrevocable acceptance of the terms and conditions
         of this Contract and entitle Buyer to the rights and benefits under
         this Contract.

                  (b) The "INSPECTION PERIOD" will commence with the Opening of
         Escrow and will expire on the date that is 60 days after the Opening of
         Escrow.


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                  (c) The completion of the purchase and sale transaction
         described in this Contract ("CLOSE OF ESCROW") will occur on or before
         December 23, 2005 ("OUTSIDE CLOSING DATE") on a date mutually agreed
         upon by Buyer and Seller. At any time prior to September 23, 2005,
         Buyer may elect to accelerate the Close of Escrow by delivering written
         notice to Seller and Escrow Agent a minimum of 90 days before the
         desired date of closing, and the closing will then occur on a date
         established in the notice. As used in this Contract, the term "CLOSING
         DATE" means the actual date established for closing under the Contract.

         SECTION 2.05. CLOSING COSTS AND PRORATIONS. Escrow Agent will prorate
the following items between Seller and Buyer at Close of Escrow (and Buyer and
Seller agree to pay their respective portions):

                  (a) Real property taxes will be prorated between Seller and
         Buyer as of the Close of Escrow, based upon the actual amount of taxes
         that are attributable to the Property for the year in which the closing
         occurs (even if payable, in whole or in part, in the following year)
         and, if the actual amount is not available, an estimate of the taxes
         based upon the best available information to Escrow Agent. If any
         prorations are based upon estimates, then re-prorations will be made
         post-closing when tax bills for the year in which the Closing Date
         occurs are received. Seller will be responsible for the payment of all
         real property taxes that are attributable to the period of time on and
         prior to the Close of Escrow, and Buyer will be responsible for the
         payment of all real property taxes that are attributable to the period
         of time after the Close of Escrow.

                  (b) With respect to any special assessments, improvement
         district assessments, municipal assessment districts, and the like that
         are a financial obligation on the Property or an owner of the Property
         (referred to collectively as "PROPERTY ASSESSMENTS"), Buyer and Seller
         agree as follows: (i) all Property Assessments that are collected as
         part of the real property taxes will be prorated as established above
         along with (and on the same basis as) the real property taxes; and (ii)
         all Property Assessments that are collected/paid separate from the real
         property taxes but that exist as of the Close of Escrow also will be
         prorated in the same manner as real estate taxes.

                  (c) All Tenant Deposits will be delivered to Buyer at the
         Close of Escrow or, alternatively, will be credited toward the Price.
         The "TENANT DEPOSITS" consist of all security deposits made by tenants
         at the Property as of the Closing Date and all security deposits made
         by future tenants for which there exists a signed lease for the
         Property but whose occupancy does not commence until after the Closing
         Date, whether refundable or nonrefundable and however designated (such
         as, for example, last month's rent, key deposit, redecorating fee, pet
         deposit, etc.). Tenant Deposits may be returned to the applicable
         tenants and/or applied to any lease payments in the ordinary course of
         business by Seller.

                  (d) All prepaid rents paid to Seller by tenants of the
         Property for periods subsequent to the Close of Escrow will be paid by
         Seller to Buyer at the Close of Escrow or, alternatively, will be
         credited toward the payment of the Price. All rental payments actually
         collected for the month in which the Closing Date occurs will be
         prorated as of the Close of Escrow. Seller will not be entitled to any
         credit or payment for rents due and unpaid as of the Close of Escrow,
         and Seller is not entitled to apply any Tenant Deposits in reduction of
         any unpaid rents in the 30 days prior to the Closing Date. Buyer, after
         the Close of Escrow, will use its good faith efforts to collect past
         due rents and other damages that are owed to Seller from delinquent
         tenants as of the Close of Escrow, but Buyer's good faith efforts will
         not require it to incur any expense to collect past due rents and other
         damages. If Buyer collects any money from tenants who, as of the Close
         of Escrow, have past due rents, Seller agrees that the first money
         received by Buyer from these tenants will be applied to then-current
         rents and damages until all such amounts are fully paid, and
         subsequently, Buyer agrees to use good-faith efforts to promptly remit
         to Seller any additional amounts collected from these delinquent
         tenants to tenant arrearages as of the Close of Escrow. Seller
         acknowledges that Buyer will not be required to institute any
         litigation or eviction proceedings or incur any cost to collect any
         arrearages owed to Seller.

                  (e) All operating expenses for the Property during the period
         of time prior to and including the Close of Escrow will be paid by
         Seller. Any bills for operating expenses that apply to the period of
         time prior to the Close of Escrow but are received by Seller or Buyer
         after the Close of Escrow will be paid by Seller through the
         post-closing adjustment mechanism described below. Buyer will be
         responsible for all operating expenses for the Property incurred after
         the Closing Date. All utility deposits posted by Seller will remain the
         property of Seller and will not be prorated. To the extent possible,
         utility prorations will be handled by meter readings on the day
         immediately preceding the Closing Date; otherwise, they will be based
         on prior months' bills and re-prorated on receipt of the actual bills.
         To the extent not prorated through escrow on the Closing Date, all
         operating expenses will be prorated and paid (adjusted), if applicable,
         under the post-closing adjustment mechanism established below.


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                  (f) Seller will pay all lease taxes and sales and use taxes
         for rents collected by Seller on and prior to the Close of Escrow and
         past-due rents collected by Buyer after the Closing Date and remitted
         to Seller, and Buyer will pay all lease taxes and sales and use taxes
         for rents collected ands retained by Buyer subsequent to the Close of
         Escrow.

                  (g) Any rental or leasing commissions attributable to leases
         under which the tenant first took possession (or was first required to
         pay rent) prior to the Close of Escrow will be paid by Seller, and any
         rental or leasing commissions attributable to leases under which the
         tenant first was required to pay rent after the Close of Escrow will be
         paid by Buyer.

                  (h) All prorations must be made by Escrow Agent through the
         Closing Date (with the Seller being deemed the owner of the Property on
         Closing Date). All proration items and closing costs that are not
         specifically dealt with under the terms of this Contract will be
         allocated by Escrow Agent in accordance with the Additional Escrow
         Instructions or, if not dealt with there, in accordance with Escrow
         Agent's standard custom and practice.

                  (i) To the extent the items established above cannot be
         accurately prorated by Escrow Agent on the Closing Date, adjustments to
         the prorations will be made from time to time after the Close of Escrow
         by Buyer and Seller directly to take account of final information as to
         taxes and other expenses estimated as of the Close of Escrow or to
         adjust rents or expenses that were not included in the prorations done
         at the Close of Escrow. Buyer or Seller, as applicable, will pay the
         other on demand all amounts as may be appropriate based on the
         post-closing adjustments, together with interest at 10% per annum on
         any amount due from the date of written demand if the amount remains
         unpaid more than 30 days after written demand. Adjustments to
         prorations (other than prorations for taxes) must be completed within
         90 days after the Close of Escrow and adjustments to tax prorations
         must be completed within 30 days after tax bills are received by both
         Buyer and Seller (Buyer and Seller each agreeing to provide the other
         with a copy of any property tax bill received by it) after the Closing
         Date. These post-closing adjustment provisions (and the other
         provisions to which it applies) will survive the Closing.

                                  ARTICLE III
                      DUE DILIGENCE AND BUYER CONTINGENCIES

         SECTION 3.01. DUE DILIGENCE DOCUMENTS. Within five business days after
the Opening of Escrow and to the extent available to Seller or readily
obtainable by Seller, Seller will deliver or make available to Buyer at the
Property copies of the documents listed on EXHIBIT "C" (collectively, the "DUE
DILIGENCE DOCUMENTS"). If any of the Due Diligence Documents are unavailable or
are not reasonably obtainable, Seller, along with delivery of the Due Diligence
Documents, will notify Buyer in writing of their unavailability. Additionally,
at all times during the term of the Escrow, Seller agrees to cooperate on a
commercially reasonable basis with Buyer's request for additional due diligence
documents that may be in Seller's possession or readily obtainable by Seller.

         SECTION 3.02. TITLE AND SURVEY. As soon as reasonably possible after
the Opening of Escrow, Escrow Agent will deliver to Buyer a commitment for an
extended owner's policy of title insurance ("TITLE REPORT") and copies of all
non-standard exceptions to the Title Report. The Title Report must have an
effective date after the Opening of Escrow. Buyer will obtain at its expense
prior to the end of the Inspection Period an update to the Current Survey
prepared to Buyer's specifications ("SURVEY"). Buyer will have until the end of
the Inspection Period, within which to notify Seller and Escrow Agent, in
writing, of Buyer's disapproval ("TITLE OBJECTIONS") of any title exceptions or
other matters that are contained in the Title Report or the Survey. Buyer's
failure to make its Title Objections on a timely basis will be deemed a waiver
of its title contingency under Sections 3.02(a) and (b) below. Except for those
matters that Seller is obligated to discharge or remove from title on or before
the Closing Date (i.e., Monetary Liens described below) and disapproved Project
Contracts) under the terms of this Contract, Buyer agrees to accept title to the
Property subject to those matters described as title exceptions in First
American Title Insurance Company of Arizona, Pro Forma Policy No. 4062756, dated
February 14, 2003 ("APPROVED PRO FORMA POLICY") and disclosed on ALTA/ACSM
Survey prepared by O'Neil Engineering, Inc., dated February 2003, Revision date
February 24, 2003 (Job No. 3475) ("EXISTING SURVEY").


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                  (a) If Buyer makes any Title Objections on or before the end
         of the Title Review Period, Seller may elect, by delivering written
         notice to Buyer and Escrow Agent, to: (i) attempt to cure all or any of
         the Title Objections, in which case any Title Objections cured by
         Seller will be considered to have been approved by Buyer; or (ii) not
         attempt to cure all or any of the title Objections. Seller may cure the
         Title Objections only by causing the removal of record of the Title
         Objections, modifying of record the Title Objections, obtaining a
         commitment from Escrow Agent to eliminate the Title Objections from the
         Title Policy, or causing Escrow Agent to issue an endorsement insuring
         Buyer against loss or damage from the Title Objections or to provide
         other affirmative assurances to Buyer with regard to the Title
         Objections. All such cures (other than formal removal of record) must
         be in a form and content acceptable to Buyer, in its sole discretion.
         All endorsements representing a cure of a Title Objection will be paid
         for by Seller, unless otherwise agreed in writing. Seller's election
         under subsection (i) or (ii) above must be made within 10 days after
         Seller's receipt of the Title Objections. Seller's failure to make a
         timely election under subsection (i) or (ii) above will be deemed an
         election to not to attempt to cure under subsection (ii) above. Seller
         will have no obligation or duty to cure the Title Objections or to
         incur any expense in curing the Title Objections, except the Money
         Liens described below.

                  (b) If Seller has elected to attempt to cure any of the Title
         Objections pursuant to Section 3.02(a)(i) above and does not or cannot
         cure those objections within 30 days after the end of the Inspection
         Period (or otherwise deliver sufficient evidence within that time of
         Seller's ability to cure the matter at the closing), or if Seller has
         elected or is deemed to have elected not to attempt to cure pursuant to
         Section 3.02(a)(ii) above, Buyer, as its sole and exclusive remedy, may
         elect to: (i) waive its Title Objections and complete the purchase of
         the Property at the Price (without any price adjustment and without any
         right or claim to damages, credit, or offset for the Title Objections,
         except removal of the Money Liens, which will be paid from Seller's
         proceeds of sale); or (ii) cancel this Contract. Buyer's failure to
         make the election described in the previous sentence within 10 days
         after the earlier to occur of the expiration of Seller's cure period
         described above or Buyer's receipt (or deemed receipt) of Seller's
         election not to attempt to cure will be deemed an acceptance of title
         as described in the Title Report and Survey (except for the items that
         Escrow Agent has agreed to delete or modify) and a waiver of Buyer's
         right to cancel this Contract for a failure of Buyer's title
         contingency.

                  (c) If Escrow Agent, after the expiration of the Title Review
         Period, updates, adds to, or amends the Title Report (by endorsement,
         amendment, or otherwise) to include a new title exception resulting
         from any new matters or facts that became known or were revealed to
         Escrow Agent after the Opening of Escrow and that were not caused by
         Buyer's acts, Buyer will have until the earlier of two days prior to
         the Closing Date or five business days following Buyer's receipt of the
         amended Title Report (including legible and complete copies of all new
         title exceptions) to notify Seller in writing of its objections (with
         all new objections being considered as additional "TITLE OBJECTIONS").
         If Buyer timely objects to any new title exception, the timing and cure
         provisions outlined in Sections 3.02(a) and (b) will apply.
         Notwithstanding the preceding portions of this Section 3.02(c), the
         Closing Date will not be extended as a result of the application of
         Sections 3.02(a), (b), and (c), and all decisions of Buyer must be made
         on or prior to the Closing Date.

                  (d) Notwithstanding anything to the contrary in this Contract,
         Seller, at its cost on or before the Close of Escrow, will discharge,
         defease, and release the Property from all deeds of trust, mortgages,
         installment land contracts, mechanic's liens, and consensual liens
         applicable to the Property (including the payment of any so-called
         prepayment, defeasance, or other fee) (called collectively the
         "MONETARY LIENS").


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         SECTION 3.03. INSPECTION.

                  (a) During the term of the Escrow and at Buyer's sole cost,
         Buyer and its designated agents will be permitted reasonable access to
         the books and records of Seller related to the operation of the
         Property, including tenant files and operating records (collectively,
         the "BOOKS AND RECORDS"). Specifically, Buyer will be permitted to
         review and copy, at Buyer's expense, all tenant applications and leases
         as well as all other Books and Records available at the Property. Buyer
         will provide notice to Seller of the date and time the Buyer desires to
         access, review, and copy Books and Records. Seller agrees to cooperate
         on a commercially reasonable basis (and to cause its current property
         manager to cooperate) in providing operational and financial reports,
         etc. with respect to the operation of the Property as a commercially
         reasonable purchaser would require.

                  (b) During the term of the Escrow, Buyer and its designated
         agents and independent contractors may access the Property, including
         meeting with and interviewing the tenants, during normal business hours
         to investigate the physical and environmental condition of the Property
         and its major components including heating, plumbing, air conditioning,
         electricity, etc. and to conduct all tests that Buyer may deem
         necessary, including tests for termite infestation. Buyer, by its
         execution of this Contract, specifically acknowledges that Seller has
         advised Buyer that termite infestation exists at the Property. All
         investigations and tests must be conducted in a manner that does not
         unreasonably interfere with Seller's maintenance, ownership, or
         operation of the Property or the use and enjoyment of the Property by
         any tenant or tenant's guest. Any inspections of individual units at
         the Property must be accomplished in accordance with the notice
         provisions of the Arizona Residential Landlord and Tenant Act. Written
         notification of the date and time of Buyer's investigations and test
         must be sent to Seller at least 48 hours before entry on the Property.

                  (c) Buyer's obligation to Close the Escrow and consummate the
         purchase of the Property is not conditioned on Buyer's approval of the
         physical condition of the Property, and Buyer expressly acknowledges
         that Buyer is acquiring the Property in an "as is" physical condition.

                  (d) Buyer agrees to indemnify, defend, and hold harmless
         Seller for, from, and against all damages, claims, and liabilities
         resulting from any tests and inspections performed on the Property by
         Buyer or its consultants, including personal injury and property
         damage. Specifically, Buyer agrees to restore the Property to its
         condition immediately prior to any invasive testing. Buyer also agrees
         to name Seller as an additional insured on Buyer's commercial liability
         insurance (with aggregate coverages of at least $1,000,000) insuring
         against liability for Buyer's entry on the Property.

         SECTION 3.04. REDEVELOPMENT ENTITLEMENTS. Although not a condition to
Buyer's obligation to close this Escrow and consummate the purchase of the
Property, Buyer is expressly authorized to make any and all investigations,
inquiries, and applications from, to, or of the City of Phoenix and/or any
applicable municipal, county, state, or federal agencies or authorities
(collectively, the "GOVERNMENTAL AUTHORITIES") to redevelopment of the Property
including a rezoning approval, height and density waivers or variances, site
plan approval, development approval, land use entitlements, permits, development
agreements, and the like (collectively called the "REDEVELOPMENT ENTITLEMENTS").
Seller agrees to cooperate in a commercially reasonable manner with Buyer in
seeking the Redevelopment Entitlements including, whenever necessary, providing
appropriate letters of authority evidencing Buyer's authority to make any
necessary or desirable applications with the Governmental Authorities.

                                   ARTICLE IV
                            DEED AND REPRESENTATIONS

         SECTION 4.01. DEED. Seller will convey fee simple title to the Property
to Buyer at Close of Escrow by a special warranty deed ("DEED") in the form that
is attached as EXHIBIT "D".

         SECTION 4.02. SELLER REPRESENTATIONS. As of the Opening of Escrow and
at all times during the Escrow through and including the Closing Date, the
representations and warranties made by Seller to Buyer as detailed on EXHIBIT
"E" (collectively, the "SELLER CONTRACT REPRESENTATIONS") must be true and
correct.


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         SECTION 4.03. REPRESENTATION BREACH.

                  (a) Buyer's obligation to purchase the Property is conditioned
         upon the truth and accuracy, in all respects, of the Seller Contract
         Representations. If Seller obtains actual knowledge of an error in or
         breach of any of the Seller Contract Representations prior to Closing,
         Seller promptly will give written notice to Buyer. Upon receipt of
         Seller's notice, Buyer will have until the later of the end of the
         Inspection Period of 10 days after Seller's notice of error or breach
         to cancel the Contract and declare Seller in breach. If Buyer declares
         a breach, Seller will return the Initial Earnest Money to Buyer, and
         Escrow Agent will deliver the Additional Earnest Money to Buyer, both
         as Buyer's sole remedy. If the breach, however, is caused by the
         intentional, willful, or grossly negligent acts or misrepresentations
         of Seller, Buyer will be entitled to exercise its remedies established
         under Section 6.03 below. Unless Buyer declares a breach, the
         applicable Seller Contract Representation will be deemed amended by
         Seller's notice, and Buyer will be deemed to have elected to accept the
         change and proceed to close this transaction with no modification of
         the Price or claim on Seller.

                  (b) If, after the Close of Escrow, Buyer first discovers a
         breach of Seller's representations and warranties, Buyer will be
         entitled to bring an action against Seller for the actual and direct
         damages incurred by Buyer as a result of the breach taking into account
         Buyer's proposed redevelopment plans. Any award of damages will not
         include punitive damages (except to the extent of fraud of Seller) or
         consequential damages, whether or not foreseeable.

         SECTION 4.04. SURVIVAL. The Seller Contract Representations will
survive the Close of Escrow and the delivery of the deed for: (i) in the case of
the Seller Authority Reps, a period of two years; and (ii) in the case of the
Notice Reps, Physical Condition Reps, and Operational Reps, a period of one
year; however, these limitations will not apply to any representation that Buyer
claims has been breached in a written notice to Seller delivered prior to the
end of the applicable period but not settled prior to the end of the applicable
period (a "TIMELY CLAIMED BREACH"). None of the foregoing limitations will apply
to any action of Buyer against Seller for intentional misrepresentations, the
cause of action for which will be limited solely by any applicable statute of
limitations under Arizona law.

         SECTION 4.05. NO OTHER WARRANTY. Except as expressly set forth in this
Contract or any of the documents to be executed pursuant to this Contract
("ADDITIONAL DOCUMENTS"), Buyer acknowledges that Seller is selling the Property
"AS IS" and that neither Seller nor its representatives or agents have made any
warranties or representations, express or implied, oral or written, regarding
any matter pertaining to the Property or its use including: (i) the physical
condition, environmental condition, zoning, use, valuation, intended use, or
other condition of the Property; (ii) its merchantability; (iii) its fitness for
a particular purpose; or (iv) the physical condition, environmental condition,
zoning, use, valuation, intended use, or other condition of any neighboring
property.

         SECTION 4.06. PROPERTY CONDITION; OPERATING POLICIES.

                  (a) Between the Opening of Escrow and the Close of Escrow,
         Seller will use its reasonable efforts to operate and maintain the
         Property in substantially the same manner, condition, and repair
         (subject to only ordinary wear and tear) as Seller has operated the
         Property prior to the Opening of Escrow. During the term of this
         Escrow, Seller will not sell or otherwise dispose of any of the items
         comprising the Property or mortgage or create liens or encumbrances
         against the Property, except the use of regular operating inventory in
         the ordinary course of business and, to the extent Seller would
         otherwise replace any disposed of item in the normal course of its
         operations, Seller will replace the disposed of items.

                  (b) After the Opening of Escrow and except for tenant leases,
         Seller agrees that it will not enter into, terminate, or amend Project
         Contract affecting the Property, including those for the furnishing of
         goods or services to or for the benefit of the Property, except for the
         entering into Project Contracts that are terminable without penalty
         upon not more than 30 days notice or unless Seller first obtains
         Buyer's written consent, whose consent will not be unreasonably
         withheld.


                                       8
<PAGE>

                  (c) Seller will maintain property, casualty, and liability
         insurance on the Property until the Close of Escrow. Prior to the Close
         of Escrow, Seller will not market the Property for sale or otherwise
         accept, solicit or negotiate any offers for sale or refinance.

                  (d) On or before the expiration of the Inspection Period,
         Buyer may give written notice to Seller of Buyer's disapproval of any
         business leases and all project, service, advertising, locater service,
         and management contracts affecting the use or operation of the Property
         including laundry, telephone, signage, cable television, broadband,
         internet, cell towers, and antennae contracts (collectively, the
         "PROJECT CONTRACTS"). If Buyer disapproves any of the Project
         Contracts, Seller, without adjustment to the Price, must cause the
         Project Contracts to be cancelled as of the Closing Date and,
         notwithstanding anything to the contrary, must cause all recorded
         memorandum, security interests, or other written and recorded
         instruments evidencing the Project Contracts to be fully released of
         record. All Project Contracts not disapproved by Buyer are called
         "APPROVED PROJECT CONTRACTS."

                  (e) Seller will keep all vacant and unleased residential units
         in generally the same condition as vacant units as of the Opening of
         Escrow.

                  (f) After Buyer's deposit of the Second Additional Earnest
         Money, Seller upon the written request of Buyer agrees to cooperate on
         a commercially reasonable basis to manage all lease expirations,
         renewals, and new leases so as to minimize the unexpired terms of
         tenant leases in existence on the Closing Date. This obligation to
         cooperate includes Seller's discussion with Buyer and formulation of a
         joint plan as to these matters and the implementation of that plan.

                                   ARTICLE V
                                CLOSING DOCUMENTS

         SECTION 5.01. SELLER'S CLOSING DOCUMENTS AND ITEMS. By no later than
the Closing Date, Seller will deliver to Escrow Agent the following documents
and items (all in form reasonably acceptable to Buyer, to the extent not in
agreed form as an exhibit to this Contract):

                  (a) The Deed;

                  (b) A Bill of Sale transferring Seller's interest in the
         Personalty in the form attached as EXHIBIT "F";

                  (c) The Assignment and Assumption of Contracts, Leases and
         Other Rights ("ASSIGNMENT") in the form attached as EXHIBIT "G";

                  (d) The most current rent roll for the Property, not dated
         more than three days prior to Close of Escrow and certified as true and
         complete by Seller;

                  (e) All keys, combinations, tenant leases, tenant histories,
         and the like pertaining to the Property that are in Seller's
         possession;

                  (f) Authorizations and resolutions from Seller authorizing the
         consummation of this sale;

                  (g) An Affidavit of Property Value;

                  (h) A Non-Foreign Affidavit;

                  (i) Evidence of termination of all Project Contracts required
         to be terminated by Seller pursuant to other provisions of this
         Contract;

                  (j) Title affidavits, undertakings and any and all other
         documents reasonably required by the Escrow Agent to issue the Title
         Policy;


                                       9
<PAGE>

                  (k) A letter jointly signed by Seller and Buyer notifying the
         tenants that the Property has been sold to Buyer, advising the tenants
         to pay all rent to Buyer and containing other similar information
         reasonably required by Buyer;

                  (l) Letters to all vendors under agreements to be assigned to
         Buyer at Close of Escrow advising them of the transfer of the Property
         to Buyer and containing other related information reasonably required
         by Buyer;

                  (n) Originals (or certified copies to the extent that
         originals are unavailable) of all warranties, guaranties, licenses,
         permits, leases, service contracts and other documents related to the
         ownership, construction, operation and leasing of the Property; and

                  (m) Any other documents that may be reasonably necessary or
         appropriate to perform and satisfy the obligations of Seller under this
         Contract (including the release, discharge, and/or defeasance of the
         Monetary Liens).

         SECTION 5.02. BUYER'S CLOSING DOCUMENTS AND ITEMS. By no later than the
Closing Date, Buyer will deliver to Escrow Agent the following documents and
items:

                  (a) The Closing Cash;

                  (b) The Assignment;

                  (c) An Affidavit of Property Value;

                  (d) Appropriate evidence of due authorization and proper
         formation of Buyer; and

                  (e) Any other documents that may be reasonably necessary or
         appropriate to perform and satisfy the obligations of Buyer under this
         Contract.

         SECTION 5.03. TITLE POLICY. Concurrent with the Close of Escrow, Escrow
Agent will irrevocably commit to issue to Buyer a commitment to issue Escrow
Agent's extended coverage owner's policy of title insurance ("TITLE POLICY") in
the amount of the Price, subject only to Escrow Agent's standard conditions and
stipulations of the policy and those matters approved or deemed approved by
Buyer in accordance with Section 3.02. The cost of the Title Policy will be
split by Buyer and Seller as established in the Additional Escrow Instructions.

         SECTION 5.04. CLOSING. When Escrow Agent holds each of the closing
documents listed under Sections 5.01 and 5.02 and is committed to issue the
Title Policy, Escrow Agent is authorized to complete the Close of Escrow by:

                  (a) Recording and delivering to Buyer the Deed and the
         Affidavit of Property Value after paying off, releasing, discharging,
         or defeasing the Monetary Liens;

                  (b) Issuing or irrevocably committing to issue the Title
         Policy to Buyer;

                  (c) Delivering to Buyer and Seller a final closing settlement
         statement in a form and content approved by Buyer and Seller;

                  (d) Paying from Buyer's Earnest Money and any other Buyer
         deposits Buyer's share of closing costs and expenses (as allocated and
         prorated in this Contract);

                  (e) Delivering to Seller, in immediately available funds, the
         Price, less only Seller's closing costs and expenses (as allocated and
         prorated in this Contract) with the balance of the Earnest Money to be
         applied to the Price; and



                                       10
<PAGE>


                  (f) Delivering to Seller and Buyer fully executed originals
         (where applicable) or copies of the closing documents.

         SECTION 5.05. POSSESSION. On the Closing Date, Seller will deliver
exclusive possession of the Property to Buyer, subject to those title matters
approved by Buyer, the tenant leases, and the Approved Project Contracts.

                                   ARTICLE VI
                               GENERAL PROVISIONS

         SECTION 6.01. INDEMNITY FOR ENTRY. Buyer, on demand, must indemnify,
defend, and hold harmless Seller for, from, and against any and all loss, cost,
damage, claim, liability, or expense, including court costs and attorney fees in
a reasonable amount, arising out of Buyer's or its agent's or its independent
contractor's entry on the Property for the purposes of its inspections and
tests; however, Buyer will have no liability for any punitive damages or for or
with respect to pre-existing conditions. The foregoing indemnity includes any
repairs necessary to restore the Property to its condition prior to the entry
and to remove and release any mechanic's and materialman's liens.

         SECTION 6.02. DEFAULT OF BUYER. If Buyer breaches this Contract,
Seller, as its sole remedy, will be entitled to deliver a notice of immediate
cancellation to Buyer and Escrow Agent and be paid the sum of $500,000, as full,
liquidated, and agreed-upon damages for Buyer's breach or default, against which
by Buyer will be created the Initial Earnest Money and any Additional Earnest
Money deposits made by Buyer and released to Seller. With the fluctuation in
land values, the unpredictable state of the economy, the fluctuating money
market for real estate loans, and other factors that affect the marketability of
the Property, Buyer and Seller agree that it would be impractical and extremely
difficult to estimate the actual damages that Seller may suffer in the event of
a default by Buyer. This remedy provision has been agreed-upon after specific
negotiation, keeping in mind the difficulties in estimating actual damages.
Buyer and Seller agree that the Earnest Money represents a reasonable estimate
of the total damages.

         SECTION 6.03. DEFAULT BY SELLER. If Seller breaches this Contract,
Buyer, as Buyer's sole and exclusive remedy, may elect to: (i) cancel this
Contract and the Escrow and receive a refund of its Earnest Money; (ii) enforce
specific performance of this Contract without any right whatsoever against
Seller to any offset or credit against the Price or to any other equitable or
legal remedies or monetary damages; (iii) if specific performance is not
available, commence an action for actual damages; or (iv) elect to waive the
breach and close the transaction. Buyer's cancellation notice under subsection
(i) above will be deemed effective immediately upon delivery of written notice
of the cancellation to Seller and Escrow Agent. If Buyer fails to file suit for
its remedy of specific performance within 90 days following the scheduled
Closing Date, Buyer will be deemed to have waived its specific performance
remedy.

         SECTION 6.04. ATTORNEY'S FEES. If any action is brought by either Buyer
or Seller regarding its rights under this Contract, the prevailing party will be
entitled to attorney fees in a reasonable amount, expenses, and court costs both
at trial and on appeal.

         SECTION 6.05. NOMINATION AND ASSIGNMENT. Buyer may assign its rights
under this Contract to an Affiliated Entity by providing notice of the
assignment to Seller and to Escrow Agent at least two days prior to the
effective date of the assignment. Except for permitted assignment to an
Affiliated Entity as described in the preceding sentence, Buyer may not assign
or otherwise transfer any of its rights under this Contract without the prior
written consent of Seller, whose consent may be given or withheld in Seller's
commercially reasonable discretion. The term "AFFILIATED ENTITY" means any
entity that is owned, managed, or controlled by Buyer or by an affiliate of
Buyer. Any assignee of Buyer, by accepting an assignment, will be deemed to have
assumed all of the obligations of Buyer under this Contract; however, in the
case of any assignment, the original Buyer will not be released from its
obligations under the Contract but will remain liable for all obligations under
the Contract that are the obligations of the Buyer. Subject to the limitation
contained above in this paragraph, this Contract is binding on and will inure to
the benefit of the successors or assigns of Buyer and Seller. No person other
than Buyer, Seller, and Escrow Agent is a party to this Contract, and no person
will be deemed or is intended to be a third-party beneficiary to this Contract.


                                       11
<PAGE>

         SECTION 6.06. CASUALTY AND CONDEMNATION. Seller will promptly provide
notice to Buyer of any loss, damage, or taking ("LOSS") prior to Close of
Escrow. If the amount of the Loss exceeds $100,000 (or the Loss involves the
taking of access, parking or other material benefits, or facilities), then,
within 15 days of Buyer's receipt of Seller's notice of the Loss, Buyer may
elect to either: (i) terminate this Contract, in which case Buyer will be
entitled to a return of all Earnest Money; or (ii) proceed with the purchase of
the Property. If Buyer fails to timely provide notice of its election or if the
amount of the Loss does not exceed $100,000 (and does not involves the taking of
access, parking, or other material benefits or facilities), then Buyer and
Seller will proceed under subsection (ii). If Buyer and Seller proceed, the
Price will be adjusted downward by the amount of all awards and payments
actually paid to Seller by the insurer or the condemning authority plus any
deductible amounts under any applicable policies of insurance and other
uninsured amounts. If Seller has not actually received the entire award or
payment from the insurer or the condemning authority at the Close of Escrow,
Seller also will assign to Buyer all of its rights to any further awards or
payments (including, without limitation, all casualty and rent loss proceeds).

         SECTION 6.07. GOVERNING LAW AND EXCLUSIVE JURISDICTION. This Contract
is to be governed by and construed and enforced in accordance with the laws of
the State of Arizona. Any action brought to interpret, enforce, or construe any
provision of this Contract 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 Contract.

         SECTION 6.08. CONSTRUCTION. The terms and provisions of this Contract
represent the results of negotiations between Seller and Buyer, neither of which
have acted under any duress or compulsion, whether legal, economic, or
otherwise. Consequently, the terms and provisions of this Contract will be
interpreted and construed in accordance with their usual and customary meanings,
and Seller and Buyer each waive the application of any rule of law which states
that ambiguous or conflicting terms or provisions are to be interpreted or
construed against the party whose attorney prepared the Contract or any earlier
draft of the Contract.

         SECTION 6.09. ENTIRE AGREEMENT. This Contract constitutes the entire
understanding between the parties pertaining to the subject matter of this
Contract, and all prior agreements, representations, and understandings of the
parties, whether oral or written, are superseded and merged in this Contract. No
supplement, modification, or amendment of this Contract will be binding unless
in writing and executed by the parties. No waiver of any of the provisions of
this Contract will be deemed or will constitute a waiver of any other
provisions, whether or not similar, nor will any waiver be a continuing waiver.
No waiver will be binding unless executed in writing by the party making the
waiver. Time is of the essence in the performance of each and every term of this
Contract.

         SECTION 6.10. MISCELLANEOUS DEFINITIONS AND STANDARDS. Whenever the
terms "SOLE DISCRETION", "SOLE AND ABSOLUTE DISCRETION", or "SOLE OPTION" are
used, these terms will mean that the act or decision of the party may be made in
the party's independent and individual choice of judgment, without regard to any
objective or other standard of consideration. Except for those acts or decisions
that may be made in a party's "sole discretion" etc., all acts or decisions of
any party to this Contract must be exercised with reasonable discretion.
Whenever the phrase "TO SELLER'S KNOWLEDGE" or any variation of either phrase is
used, the phrase will mean that the matter represented is made based upon the
actual knowledge of Dan Pryor and Sherry Wilzig Izak, without any duty of
investigation or verification of the matter on a current or ongoing basis and
subject to all information given and disclosures made pursuant to this Contract.
The term "WILL" denotes a mandatory obligation, and the term "MAY" is a
permissive word denoting an option. All references in this Contract to the
"ESCROW AGENT" will be deemed to include the applicable title insurance
underwriter for the Title Policy.

         SECTION 6.11. COUNTERPARTS. This Contract and any amendments may be
executed in any number of original or telecopy counterparts, each of which will
be effective on delivery and all of which together will constitute one binding
agreement of the parties. Any signature page of the Contract may be detached
from any executed counterpart of the Contract without impairing the legal effect
of any signatures and may be attached to another counterpart of the Contract
that is identical in form to the document signed (but that has attached to it
one or more additional signature pages).

         SECTION 6.12. SEVERABILITY. If any one or more of the provisions of
this Contract or the applicability of any provision to a specific situation is
held invalid or unenforceable, the provision will be modified to the minimum
extent necessary to make it or its application valid and enforceable in a manner
consistent with the intent of this Contract, and the validity and enforceability
of all other provisions of this Contract and all other applications of the
enforceable provisions will not be affected by the invalidity or
unenforceability of any provision, so long as the Contract may still be enforced
in a manner consistent with the intent of Buyer and Seller.


                                       12
<PAGE>

         SECTION 6.13. CONFIDENTIALITY. Without the prior written approval of
Buyer and Seller, neither Seller, Buyer, nor Escrow Agent will make, authorize,
or confirm any public announcement of this transaction or discuss this
transaction or otherwise disclose any portion of the Due Diligence Documents,
Books and Records (including all operating information) or results of
environmental reports and assessments performed by Buyer, except as required by
law or, as for Buyer, with those persons directly involved in the transaction
including attorneys, advisors, partners, investors, consultants, accountants,
and prospective lenders, without the prior written or oral consent of Seller.

         SECTION 6.14. TAX DEFERRED EXCHANGE. Seller and Buyer agree to
cooperate in a commercially reasonable manner with each other and any designated
exchange intermediary or exchange accommodation titleholder in order to
effectuate a tax deferred exchange of the Property under Section 1031 of the
Internal Revenue Code. This obligation to cooperate does not include requiring
the other party to take title to any other property to complete the exchange, to
issue any legal opinions, to increase the potential liability of the
non-exchange party, or to expand legal fees to review exchange documents in
other than a diminimus (less than $1,000) amount.





            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




                                       13
<PAGE>


<TABLE>
<S>                                                          <C>
         Executed as of the Contract Date.
"BUYER"                                                      "SELLER"
GDG Partners L.L.C., an Arizona limited                      Biltmore Club Apartments, L.L.C.,
liability company                                            a Delaware limited liability company

By:                                                          By:
       -----------------------------------------------              ------------------------------------------

Name:                                                        Name:
       -----------------------------------------------              ------------------------------------------

Title:                                                       Title:
       -----------------------------------------------              ------------------------------------------
</TABLE>



--------------------------------------------------------------------------------
                            ESCROW AGENT'S ACCEPTANCE
--------------------------------------------------------------------------------

         By its execution below, Escrow Agent accepts this Contract as its
escrow instructions and acknowledges receipt of the Contract executed by Buyer
and Seller. Upon its execution, Escrow Agent agrees to: (i) insert the relevant
escrow number on the first page of this Contract; (ii) insert the date of the
Opening of Escrow below; and (iii) return one fully executed counterpart of the
Contract to Buyer and Seller and retain one for Escrow Agent's files.

                                          Lawyers Title of Arizona, Inc.

                                          By:
                                              --------------------------------
                                              Its: Authorized Agent


                                          Date of "OPENING OF ESCROW"



                                       14
<PAGE>

--------------------------------------------------------------------------------
                           ACKNOWLEDGEMENT OF RECEIPT
--------------------------------------------------------------------------------

         By its execution below, Seller acknowledges to Buyer and Escrow Agent
that Seller has received directly from Buyer the Initial Earnest Money in Good
Funds and has accepted the terms and conditions of the Contract and has agreed
that this Contract is a binding contract and agreement of Seller.

                      Biltmore Club Apartments, L.L.C., a Delaware limited
                      liability company

                      By:
                          -----------------------------------------------------
                      Name:
                            ---------------------------------------------------
                      Title:
                             --------------------------------------------------




                                       15
<PAGE>


                             SCHEDULE OF DEFINITIONS
                                       FOR
                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
                                   (ALL CASH)


TERM                                            SECTION LOCATION IN CONTRACT

Additional Documents                                      4.05
Additional Earnest Money                                  2.01(c)
First Additional Earnest Money                            2.01(b)
Second Additional Earnest Money                           2.01(c)
Affiliated Entity                                         6.05
Agreement                                                 1.01
Approved Pro Forma Policy                                 3.02
Approved Project Contracts                                4.06(d)
Assignment                                                5.01(c)
Books and Records                                         3.03(a)
Broker                                                    2.03
Buyer                                                     Cover page
Buyer's Cashier Check                                     2.04(a)
Closing Cash                                              2.01(d)
Closing Date                                              2.04(c)
Close of Escrow                                           2.04(c)
Contract                                                  1.01
Contract Date                                             Cover page
Contract Rights                                           1.02
Deed                                                      4.01
Due Diligence Documents                                   3.01
Earnest Money                                             2.02
Employed Broker                                           2.03
Escrow                                                    Cover page
Escrow Agent                                              Cover page and 6.10
Excluded Model Furnishings                                1.05
Existing Environmental Report                             Exhibit "E"
Existing Survey                                           3.02
Good Funds                                                2.02
Governmental Authorities                                  3.04
Improvements                                              1.02
Initial Earnest Money                                     2.01(a)
Inspection Period                                         2.04(b)
Loss                                                      6.06
May                                                       6.10
Monetary Liens                                            3.02(d)
Notice Reps                                               Exhibit "E"
Opening of Escrow                                         2.04(a)
Operational Reps                                          Exhibit "E"
Other Rights                                              1.02
Outside Closing Date                                      2.04(c)
Personalty                                                1.02
Physical Condition Reps                                   Exhibit "E"
Price                                                     2.01
Project Contracts                                         4.06(d)
Property                                                  1.02
Property Assessments                                      2.05(b)
Property Condition Report                                 Exhibit "E"



                                       16
<PAGE>

Real Property                                             Cover page
Redevelopment Entitlements                                3.04
Seller                                                    Cover page
Seller Contract Representations                           4.02
Seller Authority Reps                                     Exhibit "E"
Sole discretion                                           6.10
Sole and absolute discretion                              6.10
Sole option                                               6.10
Survey                                                    3.02
Tenant Deposits                                           2.05(c)
Timely Claimed Breach                                     4.04
Title Objections                                          3.02 and 3.02(c)
Title Policy                                              5.03
Title Report                                              3.02
To Seller's knowledge                                     6.10
Will                                                      6.10


THIS SCHEDULE OF DEFINITIONS HAS BEEN ATTACHED AND PROVIDED FOR CONVENIENCE AND
EASE OF REFERENCE ONLY. OTHER DEFINED TERMS MAY APPEAR IN THE PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS.




                                       17
<PAGE>


                                   EXHIBIT "A"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
                    (Legal Description of the Real Property)




                                      A-1
<PAGE>



                                   EXHIBIT "B"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
                        (Additional Escrow Instructions)

<PAGE>




                         ADDITIONAL ESCROW INSTRUCTIONS
                                  (COMMERCIAL)


Buyer and Seller instruct Escrow Agent to allocate all closing prorations and to
pay all closing costs as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------- -------------- ---------------
                                        ITEM                                             SELLER          BUYER
------------------------------------------------------------------------------------- -------------- ---------------
<S>                                                                                         <C>           <C>
CLOSING COSTS
o   Escrow charges                                                                          1/2            1/2
o   Recordation cost of Deed and Affidavit                                                                 X
o   Recordation cost of Releases/Reconveyance required under Contract                       X
o   Recordation cost of New Encumbrances
o   Owner title policy (Form: Standard)                                                                    X
o   Lender title policy (Form: Extended)                                                    X             Ext.
                                                                                                           X
------------------------------------------------------------------------------------- -------------- ---------------
</TABLE>

"Contract" means the Purchase Agreement and Escrow Instructions to which these
Additional Escrow Instructions are attached. "COE" means the Close of Escrow, as
defined in the Contract. "NA" means not applicable. Fire insurance will be
provided by Buyer at the COE under a new policy, if applicable. Unless otherwise
indicated above or in the Contract, the COE will be used as the proration date
for all prorations.

Buyer and Seller further agree that:

         1. Buyer and Seller: (i) will deposit with Escrow Agent the necessary
documents to complete the sale as established by the terms of the Contract; (ii)
authorize Escrow Agent to deliver or record all documents at the time designated
by the Contract; and (iii) authorize Escrow Agent to pay, from funds held by it
under the Contract, all charges and obligations necessary to consummate this
transaction.

         2. Buyer and Seller will indemnify and hold harmless Escrow Agent from
all costs, damages, attorney fees, expenses, and liabilities that Escrow Agent
may incur or sustain in connection with the Contract, including any interpleader
action brought by Escrow Agent, except for those matters arising out of the
negligent acts or omissions, willful misconduct, breach contract, or breach of
fiduciary duty of Escrow Agent.

         3. When the Contract has been complied with by all parties, Escrow
Agent will deliver, by recording in the appropriate public office, all necessary
documents, disburse all funds, and issue the title insurance policies described
in the Contract.

         4. If conflicting demands are made upon Escrow Agent concerning the
Contract, Buyer and Seller agree that Escrow Agent may hold any money and
documents deposited under this Contract until Escrow Agent receives mutual
instructions from Buyer and Seller or until a civil action has been finally
concluded in a court of competent jurisdiction determining the rights of Buyer
and Seller. In the alternative and at its discretion, Escrow Agent may commence
a civil action to interplead any conflicting demands in a court of competent
jurisdiction. Escrow Agent's deposit with the court of all documents and funds
concerning this Escrow will relieve Escrow Agent of all further liability and
responsibility under the Contract, except for those matters arising out of the
negligent acts or omissions of Escrow Agent.

         5. Buyer and Seller instruct Escrow Agent to execute, on behalf of the
Seller and Buyer, the affidavit of value, using the total consideration for the
established value, unless instructed by Seller and Buyer to the contrary.

         6. All title insurance policies will be issued by an underwriter
approved by Buyer and Seller.

         7. All disbursement of funds by Escrow Agent will be made by wire
transfer of funds or Escrow Agent's check, as directed by Buyer or Seller as
applicable.

                                       B-1
<PAGE>

         8. Buyer and Seller agree to pay all escrow charges at the lesser of
the rates identified in Escrow Agent's filed fee schedule as of the date of the
Contract or as of the COE.

         9. The time for performance of any obligation or for the taking of any
action under the Contract will be deemed to expire at 5:00 p.m. (Arizona time)
on the last day of the applicable time period established in this Agreement. In
calculating any time period under the Contract that commences upon the receipt
of any notice, request, demand, or document, or upon the happening of any event,
the date upon which the notice, request, demand, or document is received or the
date the event occurs (or is deemed to have occurred) is not included within the
applicable time period, but the applicable time period will commence on the day
immediately following. If the time for performance of any obligation or for
taking any action under the Contract expires on a Saturday, Sunday, legal
holiday, or any date Escrow Agent is not open for business, the time for
performance or for taking such action will be extended to the next succeeding
day which is not a Saturday, Sunday, or legal holiday and during which Escrow
Agent is open for business.

         10. Escrow Agent is designated as the "Reporting Person" within the
meaning of Treasury Regulation Section 1.6045-4(e)(5) with respect to the
closing of the transactions contemplated by the Contract. Escrow Agent
acknowledges that it is an eligible person for reporting this transaction under
Treasury Regulation Section 1.6045-4(e)(5)(ii) and agrees: (i) to comply on a
timely basis with all reporting and filing requirements of Internal Revenue Code
Section 6045(e); and (ii) to utilize the information in this Contract, as
amended, for the purposes of supplying any required information to the Internal
Revenue Service such as, for example, the identity of the transferee and
transferor, and the description of the Land. Buyer and Seller agree to cooperate
with Escrow Agent's requests related to any required reporting or filing under
Internal Revenue Code Section 6045(e), and Escrow Agent is authorized to
disclose any information contained in the Contract to the Internal Revenue
Service for the purposes of complying with Escrow Agent's obligations under this
paragraph. Escrow Agent agrees to be liable for all penalties and liabilities
imposed by the Internal Revenue Service as a result of Escrow Agent's failure to
comply with its obligations under this paragraph.

         11. All notices, requests, demand, and other communications required or
permitted under this Contract must be in writing and will be deemed to have been
delivered, received, and effective: (i) on the date of service, if served by
hand-delivery or by facsimile telecopy on the party to whom notice is to be
given; or (ii) on the date that is one business day after deposit of the notice
properly addressed to the party at the address shown on the cover page to this
Contract, if sent by national overnight delivery; or (iii) three days after
deposit of the notice properly addressed, if sent by U.S. certified mail,
return-receipt requested. The addresses, telephone numbers, and telecopy numbers
shown on the first page of this Contract are the places and numbers for delivery
of all notices. Any party may change the place or number for delivery of notice
by notifying all other parties.


                                       B-2
<PAGE>


                                   EXHIBIT "C"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
                            (Due Diligence Documents)

The Due Diligence Documents consist of the following:

         (a) Monthly and yearly operating statements and income and expense
statements for the Property for calendar year 2004, which Seller will update
with current monthly statements for 2005 as they are prepared;

         (b) 2003, 2004, and 2005 (when available) capital and operating
budgets;

         (c) A current rent roll for the Property, together with information on
concessions currently in effect, an aged receivables report, and a security
deposit report, all of which will be updated when requested by Buyer on a
monthly basis during the term of the Escrow by Seller;

         (d) The most current inventory list of all Personalty;

         (e) Real estate tax or special assessment statements for the years 2003
and 2004, including any correspondence related to property tax appeals;

         (f) Copies of all Project Contracts;

         (g) A representative example of the form of all residential leases
affecting the Property and any corporate unit agreements;

         (h) Any recent appraisals of the Project that are in Seller's
possession;

         (i) The Approved Pro Forma Policy, Existing Survey, Property Condition
Report, and Existing Environmental Report, true copies of which have been
provided by Seller to Buyer as of the Contract Date;

         (j) Copies of all warranties, plans, specifications, building permits,
operating licenses, ADA compliance information, permits, governmental notices,
notices regarding litigation, fair housing notices, notices of ADA violations or
non-compliance, warranties, guaranties, bonds, certificates of occupancy,
geotechnical (soils) reports, and engineering reports for the Property that are
available (if any) and in Seller's possession.

         (k) A certificate of insurance showing the amounts of casualty and
liability insurance maintained by Seller with respect to the Property together
with a summary and explanation of all insurance claims made within the 24 months
prior to the Contract Date;

         (l) Any notices of current or prior (last 24 months) code violations
and any non-privileged correspondence with government agencies regarding the
notices or cure; and

         (m) All correspondence from tenants or vendors/service providers under
the Project Contracts that allege a default or breach by Seller under the terms
of any lease or Project Contract or that otherwise could have a material impact
on the Property and its condition or operation.


                                       C-1
<PAGE>

                                   EXHIBIT "D"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
                                     (Deed)

<PAGE>



WHEN RECORDED RETURN TO:
Lynn T. Ziolko
Kutak Rock LLP
8601 North Scottsdale Road, Third Floor
Scottsdale, Arizona 85253-2742



                              SPECIAL WARRANTY DEED

         For valuable consideration, the receipt and sufficiency of which are
acknowledged, ________________________, a(n) __________________________________
("GRANTOR"), conveys to ___________________, a(n) ___________________
("GRANTEE"), the following real property situated in Maricopa County, Arizona,
together with all appurtenant interests, benefits, rights, and privileges and
any improvements located on the following real property (collectively, the
"PROPERTY").

     See EXHIBIT "A" attached hereto and incorporated by this reference Subject
to all current and non-delinquent taxes and assessments and all matters of
record in the Official Records of Maricopa County, Arizona, Grantor agrees to
warrant and defend Grantee's title to the Property against the acts of Grantor,
but none other.

     DATED as of                 , 20
                ----------------      ------

a(n)
     ---------------------------------------

By:
     ---------------------------------------

Name:
     ---------------------------------------

Title:
     ---------------------------------------

STATE OF ARIZONA                    )
                                    ) ss.
County of Maricopa                  )

         The foregoing instrument was acknowledged before me this ___ day of
________________, 20__, by ___________________________, the
______________________ of ___________________________, a(n)____________________,
for the purposes therein contained.


                                   ------------------------------
                                   Notary Public


My Commission Expires:


                                       D-1
<PAGE>


                                   EXHIBIT "E"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
                     (Seller representations and warranties)

E-1 -- As to those matters related to the power and authority of Seller to sell
the Property to Buyer under this Contract (collectively called the "SELLER
AUTHORITY REPS"), Seller represents and warrants to Buyer as follows:

                  (a) Seller is not prohibited from consummating the transaction
         contemplated by any law, regulation, agreement, order, or judgment.

                  (b) Seller is legally capable and properly authorized to
         perform all of its obligations as described in this Contract. No
         additional shareholder, director, member, or partner approvals are
         required to make this Contract a binding agreement of Seller once
         Seller has signed the Contract or deposited, negotiated, or otherwise
         accepted Buyer's Cashier Check.

                  (c) Seller is not party to any other current contracts for the
         sale, exchange, or transfer of all or any portion of the Property.

                  (d) The person signing this Contract on behalf of Seller is
         legally and properly authorized and empowered to sign the Contract and
         bind Seller to its terms and conditions.

                  (e) The existing first position loan on the Property can be
         defeased, and Seller will undertake, at its sole cost, all actions
         necessary to cause the defeasance to occur.

E-2 -- As to those matters with respect to the condition of the Property
disclosed or referred to in third party notices (collectively called the "NOTICE
REPS"), Seller represents and warrants to Buyer as follows:

                  (a) Seller has no knowledge of any pending or threatened
         condemnation or similar proceedings affecting the Property or any
         portion.

                  (b) Seller has no knowledge and has received no notifications
         from any Governmental Authorities having jurisdiction over the
         Property: (i) requiring any work to be done on the Property; or (ii)
         alleging any violation of an applicable ordinance, rule, regulation, or
         law with respect to the Property.

                  (c) Seller has received no notices by from any tenant claiming
         that Seller is in material default of its obligations as landlord.

                  (d) Seller has received no notice and has no knowledge of any
         actual or threatened claim, demand, damage, action, cause of action,
         litigation or other proceedings affecting the Property other than for
         rent collection or eviction related matters that have been disclosed to
         Buyer in writing.

         E-3 -- As to those matters related to the legal or physical condition
         of the Property (collectively called the "PHYSICAL CONDITION REPS"),
         Seller represents and warrants to Buyer as follows:

                  (a) The Property Conditions Assessment dated January 13, 2002,
         prepared by Property Solutions Incorporated (Project No. 20023437)
         ("PROPERTY CONDITION REPORT"), as provided to Buyer, is a true copy of
         the original report, and the current condition of the Property is
         substantially the same as described in the Property Condition Report,
         subject to ordinary wear and tear.

                  (b) Seller has no knowledge of the existence of any past or
         present environmental condition (including, without limitation, mold,
         PCBs and other hazardous or toxic waste or substance) or hazardous
         substance on the Property, except as set forth in the Phase I
         Environmental Site Assessment report dated January 5, 2002, prepared by
         Property solutions Incorporated (Project No. 20023436) ("EXISTING
         ENVIRONMENTAL REPORT"), a true copy of which has been provided to
         Buyer.

                                      E-1
<PAGE>

                  (c) Seller owns marketable fee simple title to the Property
         subject only to: (i) those matters set forth in the Approved Pro Forma
         Policy, a true copy of which has been provided to Buyer; and (ii) those
         matters disclosed by the Existing Survey, a true copy of which has been
         provided to Buyer.

E-4 -- As to those matters related to the financial or operational status or
condition of the Property (collectively called the "OPERATIONAL REPS"), Seller
represents and warrants to Buyer as follows:

                  (a) All rent rolls of the Property delivered to Buyer pursuant
         to this Contract accurately set forth the lease status of the Property
         and all information established in the rent rolls is true and complete
         in all material respects as of the respective dates.

                  (b) To Seller's knowledge, all Due Diligence Documents
         provided by Seller to Buyer are true and complete copies in all
         material respects of the Due Diligence Documents in Seller's
         possession.

                  (c) Other than tenants in possession as disclosed in the rent
         roll delivered to Buyer or as otherwise disclosed in the Title Report,
         no one other than Seller is in possession of the Property.

                  (d) There are no property agreements or contracts affecting
         the Property or its use or operation or to which Seller is a party
         other than as disclosed in the Due Diligence Documents. To Seller's
         knowledge, there are no material defaults in existence with respect to
         any Project Contracts. There are no locator agreements, leasing
         brokerage agreements or other similar agreements affecting the Property
         or to which Seller is a party that will be binding on Buyer after Close
         of Escrow.


                                       E-2
<PAGE>


                                   EXHIBIT "F"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
                                 (Bill of Sale)

<PAGE>



                                  BILL OF SALE


         ______________________________, a(n) _______________________________
("SELLER"), for and in consideration of the payment of a portion of the amounts
described in the Purchase Agreement and Escrow Instructions dated
________________, 2005 (as amended, the "CONTRACT"), sells and delivers to
_____________________________________ a(n) ____________________________
("BUYER"), and its successors and assigns, all equipment, furnishings,
appliances, and items of personal property that are located on or used in
connection with the improved real property known as "Biltmore Club Apartments,"
including, without limitation, those items described on APPENDIX ONE ("PERSONAL
PROPERTY").

         Seller represents and warrants to Buyer that: (i) Seller is the sole
owner of all of the Personal Property; (ii) Seller has all requisite power and
authority to transfer and convey the Personal Property to Buyer; (iii) to the
extent necessary, Seller has obtained all consents and approvals required to
transfer the Personal Property to Buyer; and (iv) the Personal Property is free
and clear from all pledges, liens, claims, and encumbrances of any type or
nature. Seller, at its sole cost and expense, agrees to defend title to the
Personal Property against all claims and demands of any type or nature.

         Seller transfers and assigns to Buyer any and all representations or
warranties (express or implied) and other rights, claims, and causes of action
of Seller relating to the Personal Property that may be enforceable against
manufacturers, distributors, suppliers, vendors, or servicers of the Personal
Property (collectively, the "WARRANTIES").

         Seller, at its sole cost and expense, agrees to perform, execute,
and/or deliver (or to cause to be performed, executed, and/or delivered) any
additional documents and/or assurances that Buyer may reasonably request to
insure, secure, or perfect Buyer's interest in any item transferred to Buyer by
this Bill of Sale or to otherwise fully and effectively carry out the intent and
purpose of this Bill of Sale or the Contract.

         EXCEPT FOR THOSE WARRANTIES AND REPRESENTATIONS, IF ANY, MADE BY SELLER
IN THIS BILL OF SALE OR UNDER THE CONTRACT, SELLER: (I) HAS SOLD AND DELIVERED
THE PERSONAL PROPERTY TO BUYER IN AN "AS-IS" AND "WHERE-IS" CONDITION, SUBJECT
TO ALL FAULTS AND DEFECTS, AND WITHOUT ANY IMPLIED WARRANTIES OF ANY NATURE
INCLUDING ANY IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY; (II) HAS MADE NO
WARRANTIES OR REPRESENTATIONS THAT EXTEND BEYOND THE DESCRIPTION IN THIS BILL OF
SALE OR THE CONTRACT; AND (III) HAS MADE NO REPRESENTATION OR WARRANTY REGARDING
THE PHYSICAL OR OPERATING CONDITION OF THE PERSONAL PROPERTY.

         This Bill of Sale will be effective as to the transfer of all of the
above-described Personal Property as of ___________, 20__.

a(n)
     --------------------------------------------

By:
    ---------------------------------------------

     Its:
          ---------------------------------------



                                      F-1
<PAGE>


                                   EXHIBIT "G"
                                       TO
                               PURCHASE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                                   (ALL CASH)
               (Assignment of Leases, Contracts, and Other Rights)





                                      G-1
<PAGE>


                   ASSIGNMENT OF LEASES, CONTRACTS, AND RIGHTS


This Assignment of Leases, Contracts, and Rights, ("ASSIGNMENT") is executed and
delivered as of [INSERT CLOSING DATE], 20___ ("EFFECTIVE DATE") by
_______________________, a ________________________ ("SELLER") to
________________________________ ("BUYER").

                                   BACKGROUND

A. Seller, by Special Warranty Deed ("DEED") executed concurrently with this
Assignment, has sold and conveyed to Buyer the residential apartment complex
("PROJECT") commonly known as "Biltmore Club Apartments," located at
_________________________________, in the City of Phoenix, County of Maricopa,
State of Arizona, as more particularly described in the Deed.

B. The terms and provisions of the contracts and agreements in effect between
Seller and Buyer relating to the sale/purchase of the Project (collectively, the
"PURCHASE CONTRACT") require, among other things, that Seller execute this
Assignment transferring and assigning to Buyer Seller's rights in the Contract
Rights (including all tenant leases) and Other Rights (collectively, the
"ASSIGNED ITEMS").

C. Capitalized terms that are used in this Assignment but are not defined
specifically in this Assignment will be ascribed the meanings contained in the
Purchase Contract.
                             TRANSFER AND ASSIGNMENT

In consideration of the closing of the purchase of the Project by Buyer and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Seller makes the following assignments to Buyer:

         1. Assignment of Rents, Tenant Leases, and Contracts.

            (a) Seller transfers, assigns, and conveys to Buyer, and its
         successors and assigns, all of the right, title, interest, powers, and
         privileges of Seller in and under all tenant leases applicable to the
         Project ("TENANT LEASES"), all of which are referred to in the Rent
         Roll attached as APPENDIX ONE ("RENT ROLL"). This assignment of Tenant
         Leases includes the right of Buyer to collect all rents due or payable
         under the Tenant Leases for periods commencing on or following the
         Effective Date of this Assignment.

            (b) Seller certifies that the information shown on the Rent Roll is
         true and correct as of the date of this Assignment, and there is no
         rent or other concessions given to any occupant of an apartment unit in
         the Project, except as accurately reflected in the Rent Roll.

            (c) Seller further represents and warrants to Buyer that: (i) Seller
         is the lawful owner of all of the Tenant Leases; (ii) all Tenant Leases
         are in full force and effect and, after the date of this Assignment,
         will be enforceable by Buyer in accordance with their terms; (iii)
         except as otherwise disclosed to Buyer in writing, there are no
         defaults by Seller (or its agents or representatives) or any tenant
         under the Tenant Leases; and (iv) all future rights and obligations
         assumed by Buyer under the Tenant Leases are accurately established in
         the Tenant Leases, true, correct, and complete copies of which were
         previously furnished by Seller to Buyer.

         2. ASSIGNMENT OF SECURITY DEPOSITS. Seller transfers and assigns to
Buyer all Tenant Deposits. [SELLER REPRESENTS AND WARRANTS TO BUYER THAT THE
AGGREGATE SUM OF THE TENANT DEPOSITS IS $____.]

         3. ASSIGNMENT OF PROJECT CONTRACTS.

            (a) Seller transfers and assigns to Buyer, and its successors and
         assigns, all of the right, title, interest, powers, and privileges of
         Seller under only the Project Contracts listed on APPENDIX TWO to this
         Assignment. No other Project Contracts are transferred or assigned to
         Buyer.

            (b) Seller represents and warrants to Buyer that: (i) all right,
         title, interest, powers, and privileges being assigned to and assumed
         by Buyer and all rights and options of third parties relating to the
         Approved Project Contracts are accurately established in their entirety
         in the Approved Project Contracts attached as APPENDIX TWO; and (ii) no
         contracts or agreements relating to management, maintenance, ownership,
         or operation of the Project, other than those listed on APPENDIX TWO,
         have been entered by Seller which will remain in effect or become
         effective after the Effective Date of this Assignment.


                                      G-2
<PAGE>

         4. ASSIGNMENT OF MISCELLANEOUS ITEMS. Without limitation of Section 1
above, Seller transfers, assigns, and conveys to Buyer, its successors and
assigns, all Contract Rights and Other Rights owned by Seller and located on the
Project that have not otherwise been conveyed by a concurrently executed Bill of
Sale from Seller to Buyer.

         5. ASSIGNMENT OF WARRANTIES, CLAIMS AND CAUSES OF ACTION. Seller
transfers and assigns to Buyer, and its successors and assigns, all of Seller's
right, title, and interest in all representations or warranties (express or
implied) and all other rights, causes of action, or all claims of any kind
(collectively, the "WARRANTIES") arising out of the Assigned Items. Without
intending to limit the generality of the foregoing, Seller assign to Buyer all
rights, claims, and causes of action which Seller may have against any
contractor, materialman, supplier, distributor, or vendor relating to any work,
materials, or equipment furnished for the Project prior to the date of this
Assignment.

         6. MISCELLANEOUS.

            (a) Seller agrees, at its sole cost and expense, to perform,
         execute, and/or deliver (or to cause to be performed, executed, and/or
         delivered) any additional documents and/or assurances as Buyer may
         reasonably request to insure, secure, or perfect Buyer's interest in
         any of the items assigned to Buyer by this Assignment or to otherwise
         fully and effectively carry out the intent and purpose of this
         Assignment or the Contract.

            (b) Seller warrants and represents to Buyer that the rights and
         interests of Seller intended to be assigned under this Assignment are
         not subject to any prior assignment, pledge, or encumbrance.

            (c) Seller and Buyer warrant and represent to each other that they
         have the requisite power and authority to enter this Assignment and
         have performed all acts and secured all approvals necessary to make
         this Assignment effective and legally binding on such party in
         accordance with its terms. Each person executing this instrument on
         behalf of either party, as agent or otherwise, personally warrants that
         he or she is duly authorized and empowered to do so and that all
         signatures and approvals of persons with an ownership interest in such
         party have been obtained so as to make this Assignment legally
         enforceable and effective against such party.

            (d) This Assignment is binding upon the successors and assigns of
         Seller and will inure to the benefit of the successors and assigns of
         Buyer, and all warranties and representations of Seller contained in
         this Assignment shall survive the Effective Date of this Assignment,
         the recordation of the Deed, and the delivery of this Assignment.

            (e) This Assignment shall be governed by and interpreted under the
         laws of the State of Arizona.

            (f) Seller, on demand, agrees to indemnify and hold harmless Buyer
         for, from, and against any and all loss, cost, damage, claim,
         liability, or expense (including court costs and attorney fees in a
         reasonable amount) arising out of the acts or omissions of Seller or
         its agents prior to the Effective Date with respect to the Assigned
         Items. Buyer, on demand, agrees to indemnify and hold harmless Seller
         for, from, and against any and all loss, cost, damage, claim,
         liability, or expense (including court costs and attorney fees in a
         reasonable amount) arising out of the acts or omissions of Seller or
         its agents after the Effective Date with respect to the Assigned Items.
         The foregoing indemnities include loss, cost, damage, claim, liability,
         or expense from any injury or damage of any kind whatsoever (including
         death) to persons or property. The indemnity described in this
         Assignment is intended to be separate and distinct from any obligations
         of the Seller or the Buyer under the terms of the Purchase Contract.

         This Assignment has been executed and delivered as of the Effective
Date.


                                      G-3
<PAGE>
                               "SELLER"

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

                               a
                                 ----------------------------------------------



                               By:
                                   --------------------------------------------
                               Name:
                                     ------------------------------------------
                               Title:
                                      -----------------------------------------

                               "BUYER"

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

                               a
                                 ----------------------------------------------



                               By:
                                   --------------------------------------------
                               Name:
                                     ------------------------------------------
                               Title:
                                      -----------------------------------------



                                      G-4
<PAGE>

                                  APPENDIX ONE
                                       TO
                   ASSIGNMENT OF LEASES, CONTRACTS, AND RIGHTS

                                   (Rent Roll)




                      [TO BE PROVIDED ON THE CLOSING DATE]



<PAGE>



                                  APPENDIX TWO
                                       TO
                   ASSIGNMENT OF LEASES, CONTRACTS, AND RIGHTS

       (list and copies of approved Business Leases and Project Contracts)




                      [TO BE PROVIDED ON THE CLOSING DATE]