PURCHASE AND SALE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                              [L'Auberge Pinecliff]



                                     BETWEEN



                           CLUSTER HOUSING PROPERTIES,
                        A CALIFORNIA LIMITED PARTNERSHIP,
                                   as Seller,



                                       AND



                               DRA ADVISORS, INC.,
                             a Delaware corporation,
                                  as Purchaser


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                                TABLE OF CONTENTS

Paragraph/Topic                                                             Page


Recitals   1

Section 1.  Definitions....................................................  2

Section 2.  Purchase and Sale..............................................  4

Section 3.  Purchase Price.................................................  4

Section 4.  Closing........................................................  6

Section 5.  Conditions to Closing........................................... 9

Section 6.  Title and Survey............................................... 12

Section 7.  Representations and Warranties................................. 13

Section 8.  Purchaser's Acceptance of Property As-Is....................... 18

Section 9.  Seller's Covenants............................................. 18

Section 10.  Prorations.................................................... 19

Section 11.  Transfer Taxes; Title Charges;
              Other Closing Costs and Escrow Cancellation.................. 22

Section 12.  Risk of Loss.................................................. 23

Section 13.  Condemnation.................................................. 24

Section 14.  Default....................................................... 25

Section 15.  Notices....................................................... 26

Section 16.  Time of Essence............................................... 27

Section 17.  Termination of Agreement...................................... 27

Section 18.  Governing Law; Jurisdiction; Venue............................ 27

Section 19.  Counterparts and Facsimile Signatures......................... 28

Section 20.  Captions...................................................... 28

Section 21.  Assignability................................................. 28

Section 22.  Binding Effect................................................ 29

Section 23.  Modifications; Waiver......................................... 29

Section 24.  Entire Agreement.............................................. 29

Section 25.  Partial Invalidity; Further Assurances........................ 29

Section 26.  Survival...................................................... 29

Section 27.  No Third-Party Rights......................................... 30

Section 28.  Attorneys' Fees............................................... 30

Section 29.  Broker........................................................ 30

Section 30.  Opening of Escrow............................................. 30

Section 31.  Exhibits...................................................... 31

Section 32.  Form of Title Policy.......................................... 31

Section 33.  No Partnership or Other Liability............................. 31

Section 34.  General Provisions Regarding Title Company.................... 31

Section 35.  Limited Partners' Consent......................................32

Section 36.  Limited Prohibition on Negotiations............................33

                                LIST OF EXHIBITS

         .........A        --       Legal Description
         .........B        --       Diagram of the Property and Improvements
         .........C        --       Schedule of Personal Property
         .........D        --       Form of Special Warranty Deed
         .........E        --       Form of Bill of Sale
         .........F        --       Form of Assignment of Leases
         .........G        --       Assignment of Tradename and Trademark Rights
         .........H        --       Form of Assignment of Intangible Property
         .........I        --       Form of Tenant Letters
         .........J        --       Certificate of Rent Roll
         .........K        --       Form of Non-Foreign Affidavit
         .........L        --       Form of Affidavit of Value


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LA980570.053
                           PURCHASE AND SALE AGREEMENT
                             AND ESCROW INSTRUCTIONS
                         L'Auberge Pinecliff Apartments

         This Purchase and Sale Agreement and Escrow Instructions (Agreement) is
entered into as of January __, 1998  (Effective  Date),  by and between  Cluster
Housing Properties, A California Limited Partnership (Seller), and DRA Advisors,
Inc., a Delaware corporation or its assignee (Purchaser),  with reference to the
following:

                                    Recitals

         A........Seller is the owner of:

         (1)......the  land (Real  Property)  in  Colorado  Springs  (the City),
Colorado,  and located at 515 Autumn  Crest  Circle.  The Real  Property is more
particularly described in Exhibit A and generally depicted on Exhibit B attached
hereto  and  incorporated  herein by this  reference  and is  commonly  known as
L'Auberge Pinecliff Apartments;

         (2)......all  structures,  buildings,  improvements and fixtures on the
Real Property  (collectively,  Improvements),  including  without  limitation an
apartment  complex  consisting of 96 units (the Units) situated in eighteen (18)
buildings (the Complex) together with all equipment,  appliances,  and amenities
used in connection with the Complex;

         (3)......certain   personal  property  on  the  Real  Property  or  the
Improvements  or  personal  property  used  primarily  in  connection  with  the
operation  and  maintenance  of the  Real  Property  or the  Improvements,  more
particularly  described in Exhibit C attached hereto and incorporated  herein by
this reference (Personal Property);

         (4)......all of Seller's  interest in all leases and other  agreements,
if any, to occupy all or any portion on the Units,  as amended from time to time
(such leases and agreements  being  sometimes  collectively  referred to in this
Agreement as Leases);

         (5)......all  of  Seller's  interest,  if any,  in  mineral,  water and
irrigation  rights,  if any,  running with or otherwise  pertaining  to the Real
Property; and,

         (6)......all  intangible  property  used in  connection  with  the Real
Property,  the Improvements or the Personal Property,  including but not limited
to the trade name  Pinecliff and related  trademarks  and  associated  good will
(collectively  the Tradename)  used in connection  with the Real Property or the
Improvements (but not any tradename  utilizing the term "L'Auberge");  plans and
specifications  in  possession,  custody or  control  of Seller or its  property
manager  that  were  prepared  in  connection  with  the   construction  of  the
Improvements;  all  hereditaments,   privileges,   tenements  and  appurtenances
pertaining  to the  Real  Property;  all  Seller's  rights  to open or  proposed
highways,  streets,  roads,  avenues,  alleys,  easements,   strips,  gores  and
rights-of-way  in any way affecting the Real Property;  all currently  effective
and  transferable  licenses,  permits and warranties for the Real Property,  the
Improvements and the Personal Property; and all written contracts and guarantees
running in favor of Seller in effect at Closing as  approved by  Purchaser  that
relate  in  any  way  to  the  Property  (Contracts)  (collectively,  Intangible
Property).

         The Real Property, the Improvements,  the Personal Property, the Leases
and the  Intangible  Property  are  sometimes  collectively  referred to in this
Agreement as the Property.

         B........Purchaser  desires to purchase the Property  from Seller,  and
Seller  desires to sell the Property to Purchaser,  on the terms and  conditions
set forth in this Agreement.

         For good and valuable consideration,  the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

                             Section 1. Definitions.

         As used in this  Agreement,  the  following  terms  shall be defined in
Section 1:

         Additional Earnest Money is defined in Section 3(b).

         Agreement is defined in the preamble.

         Approved Exceptions is defined in Section 6(b).

         Business  Day means a calendar  day on which banks in Denver,  Colorado
         shall be open to transact  business (other than by automated  teller or
         similar equipment).

         City is defined in Recital A(1).

         Closing is defined in Section 4(a).

         Closing Date is defined in Section 4(a).

         Code is defined in Section 5(a)(viii).

         Complex is defined in Recital A(2).

         Contracts is defined in Recital A(6).

         Court is defined in Section 5(a)(1).

         Disapproval Notice is defined in Section 6(b).

         Disapproved Exceptions is defined in Section 6(b).

         Due Diligence Period is defined in Section 5(a).

         Effective Date is defined in the preamble.

         Earnest Money is defined in Section 3(b).

         Escrow is defined in Section 4(a).

         Improvements is defined in Recital A(2).

         Initial Earnest Money is defined in Section 3(a).

         Intangible Property is defined in Recital A(6).

         Leases is defined in Recital A(4).

         Loss Threshold is defined in Section 12(a).

         Opening of Escrow is defined in Section 30.

         Personal Property is defined in Recital A(3).

         Preliminary Report is defined in Section 6(a).

         Property is defined in Recital A.

         Purchase Price is defined in Section 3.

         Purchase Transaction is defined in Section 2.

         Purchaser is defined in the preamble.

         Purchaser's Event of Default is defined in Section 14(a).

         Real Property is defined in Recital A(1).

         Seller is defined in the preamble.

         Seller's actual knowledge is defined in Section 7(a).

         Seller's Broker is defined in Section 29.

         Seller's Disclosure Documentation is defined in Section 5(a)(ii).

         Seller's Event of Default is defined in Section 14(b).

         Studies is defined in Section 5(a)(i).

         Survey is defined in Section 6(c).

         Survival Items is defined in Section 5(a).

         Tenants is defined in Section 4(b).

         Tenant Letters is defined in Section 4(c)(vi).

         Title Company is defined in Section 3(a).

         Title Policy is defined in Section 6(b).

         Tradename is defined in Recital A(6).

         Unit is defined in Recital A(2).

                          Section 2. Purchase and Sale.

         In consideration  of the mutual covenants  contained in this Agreement,
Seller  agrees  to sell the  Property  to  Purchaser,  and  Purchaser  agrees to
purchase the Property from Seller,  on the terms and conditions  hereinafter set
forth (the Purchase Transaction).

                           Section 3. Purchase Price.

         The purchase  price for the Property shall be Six Million Seven Hundred
Thousand and No/100 Dollars ($6,700,000.00) (Purchase Price). The Purchase Price
shall be payable as follows:

         (a) The sum of  Sixty-Seven  Thousand and No/100  Dollars  ($67,000.00)
shall be tendered to Seller in the form of  Purchaser's  check or wire  transfer
made payable to Chicago Title Insurance Company (Title Company),  simultaneously
with Purchaser's delivery of fully executed originals of this Agreement to Title
Company in triplicate,  as earnest money (Initial  Earnest  Money).  The Initial
Earnest  Money  shall be  applied  to the  Purchase  Price at Closing or paid to
Seller or Purchaser,  as  applicable,  upon  cancellation  of this  Agreement as
provided in this  Agreement.  Upon  execution of this  Agreement by Seller,  the
Initial  Earnest  Money  shall be  deposited  with and held by Title  Company in
accordance with this  Agreement.  Any interest on the Earnest Money shall belong
to  Purchaser  and shall be applied to the  Purchase  Price in  accordance  with
Section 3(c),  unless the Purchase  Transaction  fails to close or is terminated
because of a Purchaser's  Event of Default (as defined  below).  Purchaser shall
concurrently  with its deposit of the Initial  Earnest Money furnish its Federal
Taxpayer Identification No. to Title Company.

         (b)  Within two (2)  Business  Days after  satisfaction  or waiver,  in
writing,  of the conditions  precedent in Section 5(a),  Purchaser shall in each
case  tender  to Seller  the sum of  Sixty-Seven  Thousand  and  No/100  Dollars
($67,000.00)  in the form of Purchaser's  check or wire transfer made payable to
Title Company  (Additional  Earnest  Money).  The Initial  Earnest Money and the
Additional  Earnest  Money  (collectively,  Earnest  Money) shall be invested by
Title Company in a federally insured, daily interest-bearing account as directed
by Purchaser,  and all interest shall become part of the Earnest Money.  As long
as the  conditions  precedent  in  Section  5(a) shall  have been  satisfied  or
otherwise  waived,  in writing,  by Purchaser and Seller does not default in the
performance of its obligations under this Agreement,  the Earnest Money shall be
applied against the Purchase Price at the Closing or, if a Purchaser's  Event of
Default exists under this Agreement, immediately disbursed to Seller pursuant to
Section  14  as  Seller's  agreed  and  total  liquidated   damages,   it  being
acknowledged  and  agreed by  Purchaser  and Seller  that it would be  extremely
difficult or impossible to determine Seller's exact damages. If a Seller's Event
of Default  exists under this  Agreement and Purchaser  elects to terminate this
Agreement,  the Earnest Money  together with accrued  interest  thereon shall be
immediately released to Purchaser.

         (c) On or before the Closing Date,  Purchaser  shall deposit with Title
Company,  in immediately  available funds in addition to the Earnest Money,  the
sum necessary to make the total  consideration equal to the Purchase Price, plus
or minus prorations and closing costs, in accordance with this Agreement,  which
funds are to be held in  escrow  by Title  Company  until  cancellation  of this
Agreement as provided in this Agreement or paid to Seller at the Closing.

                               Section 4. Closing.

         (a)  The  purchase  and  sale  of  the  Property   (Closing)  shall  be
consummated  through an escrow  established  by the Title Company  (Escrow) that
shall  close at Title  Company's  office by 5:00 p.m.  MST on the date  (Closing
Date) that is thirty (30) days after the expiration of the Due Diligence  Period
(as defined below),  unless such date is extended  pursuant to this Agreement or
otherwise by written agreement signed by the parties.

         (b) Prior to or at the Closing,  Purchaser shall pay the Purchase Price
into the Escrow,  Purchaser and Seller shall execute and deliver into Escrow all
necessary documents and Seller shall deliver marketable fee title and possession
of the  Property to Purchaser  free and clear of all tenants or occupants  other
than the tenants of the Units under the Leases (Tenants).

         (c) On or before the Closing Date, Seller shall deliver into Escrow the
following documents and things:

                     (i)  a  Special  Warranty  Deed,  in  recordable  form  and
         properly  executed and  acknowledged on behalf of Seller,  conveying to
         Purchaser  the Real  Property and the  Improvements  in fee simple,  in
         substantially  the form attached  hereto as Exhibit D and  incorporated
         herein by this reference;

                    (ii) a Bill of  Sale  executed  by  Seller  transferring  to
         Purchaser  the  Personal  Property,  with a warranty of title only.  No
         warranty of  condition  or fitness for any use or purpose will be made.
         The Bill of Sale shall be  substantially in the form attached hereto as
         Exhibit E and incorporated herein by this reference;

                   (iii) a duly  executed  Assignment of Leases that assigns and
         transfers to Purchaser,  as of the Closing,  all of Seller's  interests
         under the  Leases and that  contains  an  assumption  by  Purchaser  of
         Seller's  obligations under the Leases,  including  without  limitation
         obligations  relating to security  deposits.  The  Assignment of Leases
         shall be  substantially  in the form  attached  hereto as Exhibit F and
         incorporated herein by this reference;

                    (iv) a duly  executed  Assignment of Tradename and Trademark
         Rights that  assigns  and  transfers  all of  Seller's  interest in the
         Tradename.  The  Assignment of Tradename and Trademark  Rights shall be
         substantially in the form attached hereto as Exhibit G and incorporated
         by reference;

                     (v)  a  duly  executed  and   acknowledged   Assignment  of
         Intangible  Property  that assigns and transfers to Purchaser as of the
         Closing all of Seller's  interests to the  Intangible  Property and the
         Contracts  substantially  in the form attached  hereto as Exhibit H and
         incorporated herein by this reference;

                    (vi) a form of letter to  Tenants  (Tenant  Letters)  at the
         Real Property and  Improvements  that  instruct the Tenants,  after the
         Closing Date,  to pay rent to Purchaser  and to recognize  Purchaser as
         the new lessor under their respective Leases  substantially in the form
         attached  hereto as  Exhibit I  attached  hereto  and  incorporated  by
         reference;

                   (vii) originals or, if originals are not available,  complete
         copies,  of all  Leases in the  possession  of  Seller or its  property
         manager,  together with a Certificate of Rent Roll substantially in the
         form of  Exhibit J  attached  hereto  and  incorporated  herein by this
         reference dated as of the Closing Date;

                  (viii) Seller's  affidavit that Seller is not a foreign person
         within the meaning of Section  1445(f)(3) of the Internal  Revenue Code
         of 1986,  as amended  (the  Code)  substantially  in the form  attached
         hereto as Exhibit K and  incorporated  by  reference as  prescribed  by
         Treas.  Reg.  1.1445-2(b).  If  Seller  does  not  timely  furnish  the
         Non-Foreign Affidavit,  Purchaser may withhold (or direct Title Company
         to  withhold)  from the  Purchase  Price an amount  equal to the amount
         required to be so withheld pursuant to Section 1445(a) of the Code, and
         such  withheld  funds  shall be  deposited  with the  Internal  Revenue
         Service as required by Section 1445(a) and the regulations  promulgated
         thereunder.  The amount withheld,  if any, shall nevertheless be deemed
         to be part of the Purchase Price paid to Seller;

                    (ix) a duly  executed  and  acknowledged  Affidavit of Value
         substantially in the form attached hereto as Exhibit L and incorporated
         by reference; and

                     (x) termination  notices that terminate,  as of the Closing
         Date,  all of the  management,  service and leasing  contracts  for the
         Improvements   as  selected  by  Purchaser  in  accordance   with  this
         Agreement;

                    (xi)  delivery  by Seller to  Purchaser  at  Closing  of the
         security  deposits  under the Leases that have not been  applied in the
         form of a credit in favor of Purchaser against the Purchase Price;

                   (xii)  delivery  by  Seller  to  Purchaser  at  Closing  of a
         complete  list of the names,  addresses  and  telephone  numbers of all
         contractors,  subcontractors and materials suppliers known to Seller or
         Property  Manager and who worked on or supplied  materials in regard to
         the Improvements within the last twelve (12) months prior to Closing;

                  (xiii) Seller,  at Seller's cost and prior to Closing,  paying
         in full all real  estate  commissions  which may be due from  Seller in
         regard to the Leases,  including any commission due in regard to any of
         the  Leases  which  commissions  shall be due and  payable on or before
         Closing  or within  three (3) months  after  Closing.  In this  regard,
         Seller shall deposit with Title  Company,  for delivery to Purchaser at
         Closing,  written  documentation  signed by the applicable  real estate
         brokers that such  commissions,  if any, to be paid by Seller have been
         paid in full;

                   (xiv)  Seller,  at Seller's  cost,  completing by Closing all
         improvements,  if any,  to the  Units  required  under  the  respective
         Leases; and

                    (xv)  current  estoppel  from  the  applicable   homeowner's
         association (if any) as to (A) the amount of current  assessments,  (B)
         the date through which such assessments are paid and (C) the absence of
         any default on the part of Seller  under the  documents  creating  such
         homeowner's association.

If the foregoing  conditions  have not been  satisfied by the specified  date or
Closing, as the case may be, then Purchaser shall have the right, at Purchaser's
sole  option,  exercisable  by written  notice to Seller and Title  Company  but
subject to Seller's right to satisfy any such condition identified in writing by
Purchaser  within five (5)  Business  Days  following  Seller's  receipt of such
written  notice,  to cancel this  Agreement,  whereupon  the Earnest  Money plus
interest shall be paid immediately by Title Company to Purchaser and, subject to
the  provisions  of Section 14 and except  for any  Survival  Items (as  defined
below),  neither  Purchaser  nor Seller  shall  have any  further  liability  or
obligation under this Agreement.

                        Section 5. Conditions to Closing.

         In addition to the other  conditions to the  completion of the Purchase
Transaction,  Seller  and  Purchaser  agree  that the  Closing is subject to the
satisfaction,  approval or waiver, in writing, by Purchaser, in Purchaser's sole
discretion, of the following conditions contained in this Section 5:

         (a)      Purchaser's due diligence conditions shall be the following:

                   (i) the conduct and approval of any inspection, investigation
         and  approval,  deemed  necessary  by  Purchaser  in  Purchaser's  sole
         discretion and at Purchaser's  sole cost and expense,  of any physical,
         structural,  geological  and  environmental  or other  condition of the
         Property  (including  without  limitation the  availability  of access,
         utility services,  zoning,  environmental  risks,  engineering and soil
         conditions)  deemed necessary by Purchaser to determine the feasibility
         of acquiring the Property  (collectively,  the  Studies).  In the event
         Purchaser  withdraws  from  the  Purchase  Transaction  for any  reason
         whatsoever  (other  than a  Seller's  Event of  Default)  to the extent
         permitted  by the  respective  third party  provider,  Purchaser  shall
         immediately  deliver to Seller each and all of the Studies  prepared or
         undertaken by or for the benefit of Purchaser in connection  therewith.
         The Studies shall include, but not be limited to, Purchaser's right to:
         (i) review and approve the Survey (as  defined  below),  the Leases and
         the Contracts; and (ii) meet and confer with Seller's property manager.
         For the purpose of conducting physical inspections by Purchaser, Seller
         agrees  to  provide  full  and  complete  access  to  the  Property  at
         reasonable  times,  upon not less than two (2) Business Days' notice to
         Seller or to Seller's property manager, up to and including the Closing
         Date.  Purchaser  shall  conduct such  inspections  in a  nondisruptive
         manner as to the Tenants and in compliance  with any  applicable  legal
         requirements and shall in no event conduct  destructive  testing of the
         Real  Property and the  Improvements  without  Seller's  prior  written
         consent,  which  consent may be granted or  withheld  in Seller's  sole
         discretion;  provided, however, that for such purpose customary Phase I
         environmental  investigation  (including  lead paint  sampling and soil
         borings) shall not be deemed "destructive testing." Purchaser agrees to
         defend,  indemnify and hold Seller, Seller's agents and employees,  and
         the  Property  harmless  from and against any losses,  costs,  damages,
         claims or  liabilities,  including  but not limited to  mechanics'  and
         materialmen's  liens,  personal  injury or death,  property  damage and
         attorneys'  fees and  costs,  arising  from or  otherwise  relating  to
         Purchaser's  entry upon the  Property for the  aforementioned  purposes
         under this subsection.  Purchaser shall  immediately  repair any damage
         caused by such  inspection  and shall restore the Real Property and the
         Improvements  to their  condition  prior to such  testing.  Purchaser's
         indemnity,  hold  harmless  and repair  obligations  under this Section
         shall survive the  termination  or expiration of this  Agreement or the
         Closing, as applicable,  for a period of twelve (12) months after which
         Purchaser's  obligations shall automatically  terminate unless prior to
         the end of the  twelve-month  period,  Seller  shall have  brought suit
         against Purchaser in the El Paso County, Colorado Superior Court or the
         United States  District  Court for the District of Colorado  located in
         Denver,  Colorado (either, the Court) to enforce Purchaser's indemnity,
         hold harmless and repair obligations.

                   (ii) subject to Seller's  delivery  obligations under Section
         5(b), inspection and approval,  in Purchaser's sole discretion,  of all
         documents relating to the Property that are in the possession of Seller
         or  its   property   manager   or  under   their   custody  or  control
         (collectively,  Seller's Disclosure Documentation),  all of which shall
         be made  available at all  reasonable  times after Opening of Escrow to
         Purchaser  at the Property for  Purchaser's  inspection  and copying at
         Purchaser's  sole cost and expense.  The information  made available to
         Purchaser  by Seller  under this  subsection  shall not be  released or
         otherwise  disclosed by Purchaser  to any third  parties  other than to
         Purchaser's  attorneys,  accountants  or in-house  property  evaluation
         personnel or to any  prospective  assignee or partner of, or lender to,
         Purchaser in connection with the Purchase Transaction.  If the Purchase
         Transaction  does not close for any reason,  Purchaser and  Purchaser's
         agents,  representatives,  attorneys and accountants shall refrain from
         disclosing such  information to any third party  whatsoever.  Purchaser
         shall defend, indemnify and hold Seller harmless (which indemnification
         shall survive the  termination or expiration of this Agreement) for all
         loss,  damage or expense incurred by Seller because of any unauthorized
         disclosure of such  information by Purchaser or Purchaser's  attorneys,
         accountants  or  in-house  property  evaluation  personnel;   provided,
         however, that Purchaser's indemnity and hold harmless obligations shall
         only exist for a period of twelve (12) months after the effective  date
         of such termination or expiration after which  Purchaser's  obligations
         shall   automatically   terminate  unless  prior  to  the  end  of  the
         twelve-month  period,  Seller shall have brought suit against Purchaser
         in the  Court  to  enforce  Purchaser's  indemnity  and  hold  harmless
         obligations.

During the period  commencing  with the Opening of Escrow (as defined below) and
ending at 5:00 p.m. (MST) on the thirtieth  (30th) day thereafter (Due Diligence
Period),   Purchaser  shall  have  the  right  to  examine  and  investigate  to
Purchaser's sole  satisfaction  the physical,  financial and legal status of the
Property and the Seller's Disclosure Documentation;  provided,  however, that in
the event  Purchaser is despite good faith efforts unable to obtain any studies,
reports of inspections to be prepared for Purchaser by third parties within such
thirty-day  period,  Purchaser  shall be  entitled  to extend the Due  Diligence
Period for up to fifteen (15) additional days upon delivery of written notice to
Seller  setting  forth  the  basis for such  extension.  In the event  Purchaser
notifies  Seller in writing  within the Due Diligence  Period that  Purchaser is
terminating this Agreement for any reason or for no reason, this Agreement shall
terminate  at the  end of the  final  day of  the  Due  Diligence  Period.  Upon
termination of this Agreement, the Earnest Money, together with accrued interest
thereon,  shall be  immediately  refunded to  Purchaser by Title  Company,  both
Seller and Purchaser shall be released from all further  obligations  under this
Agreement  (excluding  the  indemnity,  hold harmless and repair  obligations of
Purchaser  under Section 5(a)) and neither Seller nor Purchaser shall be subject
to a claim  by the  other  for  damages  of any  kind,  except  for  Purchaser's
indemnity, hold harmless and repair obligations provided in Section 5(a) of this
Agreement  and in  other  indemnity  provisions  of  this  Agreement,  if any (a
Survival  Item). In the event Purchaser fails to notify Seller in writing within
the Due Diligence  Period that Purchaser is  terminating  this Agreement for any
reason or for no reason, each of such conditions shall conclusively be deemed to
have been satisfied.

         (b) Seller agrees to make  available and to cause its property  manager
to make  available  at the  Property  to  Purchaser  or  Purchaser's  agents  or
employees  all  information  requested  by  Purchaser  in writing that is in the
possession, custody or control of Seller or its property manager relating to the
leasing,  operating,  maintenance,   construction,   repair,  zoning,  platting,
engineering, soil tests, water tests, environmental tests, construction,  master
planning, architectural drawings and like matters regarding the Property as part
of Seller's Disclosure Documentation.

         (c) Seller's representations and warranties contained in this Agreement
shall be true and correct in all material respects as of the Closing, and Seller
shall have performed  each and every  obligation to be performed by Seller under
this Agreement prior to or at the Closing.

                          Section 6. Title and Survey.

         (a) Within seven (7)  Business  Days  following  the Opening of Escrow,
Seller  shall  cause  Title  Company  to deliver to  Purchaser  a current  title
insurance  commitment  from Title Company  covering the Property,  together with
full and legible copies of all supporting documents  (collectively,  Preliminary
Report).  The Preliminary  Report is to be preliminary to the extended  coverage
owner's  policy of title  insurance to be issued to  Purchaser by Title  Company
insuring  Purchaser's  fee  simple  title to the  Property  in the amount of the
Purchase  Price (the Title  Policy).  Seller  shall pay only the  premium  for a
standard  owner's  policy in the amount of the Purchase Price with the Purchaser
to pay all  additional  costs in regard to  extended  coverage,  if  elected  by
Purchaser, and for all endorsements, if any, required by Purchaser.

         (b) In addition to the  contingencies set forth in Section 5, Purchaser
shall have to the end of the Due Diligence Period to disapprove, in writing, any
exceptions to title shown on the  Preliminary  Report or reflected on the Survey
(as defined below) (collectively,  Disapproved Exceptions) and to provide Seller
and Title Company with notice of  disapproval  in writing  describing the defect
with reasonable particularity (Disapproval Notice). In the event Purchaser fails
to  deliver a  Disapproval  Notice to Seller  and Title  Company  within the Due
Diligence  Period,  all such  exceptions  to title  shall be deemed to have been
approved.   Within  ten  (10)  Business  Days  after  Seller's  receipt  of  the
Disapproval Notice, if any, Seller shall notify Purchaser whether Seller does or
does not intend to remove the  Disapproved  Exceptions.  Seller shall remove all
monetary liens and all other encumbrances  created by Seller after the Effective
Date that  shall not have been  approved  in  writing  by  Purchaser.  If Seller
notifies  Purchaser in writing within such ten-day period that Seller intends to
eliminate some or all of the Disapproved Exceptions, Seller shall do so prior to
or at the Closing.  If Seller fails to notify  Purchaser in writing  within such
ten-day  period  that  Seller  intends  to  eliminate  all  of  the  Disapproved
Exceptions or if Seller elects to eliminate some but not all of the  Disapproved
Exceptions, Purchaser may, by notifying Seller and Title Company within five (5)
Business Days after Purchaser's  receipt of Seller's notice to Purchaser,  elect
either to terminate this  Agreement or to take title to the Property  subject to
the Disapproved Exceptions that Seller has not undertaken to remove. Purchaser's
failure to notify Seller and Title Company of Purchaser's  election to terminate
this Agreement  within such five Business Day period shall be deemed an election
to take title to the Property subject to the Disapproved  Exceptions that Seller
has not undertaken to remove.  Seller shall cause the Title Company to issue the
Title Policy at the Close of Escrow  insuring  marketable  fee title to the Real
Property in Purchaser in the amount of the Purchase  Price,  subject only to the
following matters (collectively, Approved Exceptions):

                    (i) a lien for  current  real  property  taxes or general or
         special assessments not then delinquent;

                   (ii) matters  affecting title to the Property not disapproved
         by Purchaser in accordance with this Section 6(b); and

                  (iii) matters  affecting  title to the Property  created by or
with the consent of Purchaser.

         (c) Seller, at Seller's sole cost, shall deliver to Purchaser and Title
Company on or before 5:00 p.m.  MST on the tenth  Business  Day (10th) day after
Opening of Escrow,  a certified  ALTA survey of the Property  (the Survey) to be
completed by a surveyor  licensed in the State of Colorado,  whereupon the legal
description in the Survey shall control over the description in Exhibit A to the
extent  they  may  be  inconsistent.  The  Survey  shall  set  forth  the  legal
description and boundaries of the Property and all easements,  encroachments and
Improvements  thereon and shall comply with all requirements of Title Company in
regard to Title Company's issuance of the Title Policy.

                   Section 7. Representations and Warranties.

         (a) As used herein,  "Seller's actual  knowledge" shall mean the actual
knowledge of Stephen B. Boyle, the president of the corporate general partner of
the general partner of Seller, without any duty of inquiry except inquiry of the
on-site property manager. Seller represents and warrants to Purchaser, as of the
Effective Date and again as of the Closing Date, as follows:

                     (i) that to Seller's actual knowledge,  Seller has received
         no  notice  from any  governmental  authority  of (A) any  existing  or
         threatened  zoning,   building,  fire  or  health  code  violations  or
         violations of other governmental regulations concerning the Property or
         the operation of the Property that has not previously been corrected or
         (B) any existing or threatened condemnation of the Property or any part
         of the Property. Seller further covenants that if Seller should receive
         any  such  notice  prior  to the  Closing  Date,  Seller  will  provide
         Purchaser  with  copies of the notice  promptly  following  the receipt
         thereof by Seller.  As an  additional  condition  precedent to Closing,
         Seller  agrees  to  use  reasonable  efforts  to  correct  any  matters
         disclosed in any such notice on or before Closing;  provided,  however,
         that  Seller  need  not  expend  more  than  an  aggregate   amount  of
         Twenty-Five  Thousand Dollars  ($25,000) for such  corrections.  If any
         such matter(s)  cannot be corrected by Seller by Closing,  Seller shall
         give Purchaser a credit at Closing for the amount reasonably  estimated
         by Seller and Purchaser  required to correct the  matter(s),  but in no
         event  more  than  Twenty-Five  Thousand  Dollars  ($25,000).   If  the
         estimated  cost to correct the  matter(s) is greater  than  Twenty-Five
         Thousand Dollars  ($25,000) and Seller, by written notice to Purchaser,
         elects not to correct the  matter(s)  prior to Closing,  Purchaser  may
         deliver  written  notice of termination of this Agreement to Seller and
         Title Company  whereupon this Agreement shall terminate and the Earnest
         Money shall be immediately returned to Purchaser,  unless Purchaser, in
         Purchaser's  sole  discretion,  elects  in  writing  to pay the  excess
         required to correct the matter(s);

                    (ii) that to Seller's actual knowledge, no legal actions are
         existing  or  threatened  against  the  Property,  nor  are  there  any
         violations  of  building  codes or other  statutes  affecting  the use,
         operation, occupancy and enjoyment of the Property;

                   (iii)  that to  Seller's  actual  knowledge,  there  exist no
         violations of any statutes,  ordinances,  regulations or administrative
         or judicial  orders or  holdings,  whether or not  appearing  in public
         records,  with respect to the  Improvements  or the  Property,  and the
         present use of the  Property  complies  with  existing  zoning laws and
         ordinances;

                    (iv) that to Seller's actual knowledge,  Seller has received
         no notices from insurers of defects in the Improvements  which have not
         been corrected;

                     (v)  that to  Seller's  actual  knowledge,  there  exist no
         continuing, pending or threatened public improvements that would result
         in a tax  assessment or other  similar  charge being levied or assessed
         against the Property;

                    (vi) that Seller has disclosed to Purchaser all information,
         records  and studies for the  Property  in the  possession,  custody or
         control of Seller or its property manager concerning  hazardous,  toxic
         or  governmentally  regulated  materials  that are or have been stored,
         handled, disposed of or released on the Property;

                   (vii) that no leases or other agreements for occupancy are in
         effect for the Property  except for the Leases as described on the rent
         roll attached hereto as Exhibit J;

                  (viii)  that to Seller's  actual  knowledge,  all  mechanical,
         electrical,  structural  and  plumbing  systems for the Property are in
         good operating condition;

                    (ix) that  there  exist no (A)  agreements  or  arrangements
         pursuant to which goods, services, water, equipment, labor, supplies or
         any other items are being or will be furnished to the Property,  except
         for the Contracts or as relate to the other  Intangible  Property or to
         standard  arrangements for utility services;  (B) agreements other than
         the Leases  whereby  any person or entity  holds any right,  license or
         privilege to possess or use the Property; and (C) licenses,  franchises
         or permits issued or required for the ownership of the Property;

                     (x)  that to  Seller's  actual  knowledge,  there  exist no
         agreements or understandings relating to the Property,  except for this
         Agreement and the  agreements (if any) shown as exceptions to the title
         to the Property;

                    (xi)  the  Purchase  Transaction  will  not in any  material
         respect violate any other agreements to which Seller is a party;

                   (xii)  prior to Closing or any  earlier  termination  of this
         Agreement,  Seller  will not  enter  into or  execute  any  employment,
         management  or service  contract  with respect to the Property  without
         Purchaser's   prior  written  consent,   which  consent  shall  not  be
         unreasonably withheld,  conditioned or delayed, unless such contract so
         entered by Seller shall provide that such contract can be terminated by
         Seller, or Seller's  successor,  at any time without penalty,  upon not
         more than  thirty (30) days'  prior  written  notice to the other party
         thereto.  When any such  contracts  are fully  executed,  Seller  shall
         deliver a copy thereof to Purchaser;

                  (xiii) no default of Seller  exists under any of the Contracts
         and,  to Seller's  actual  knowledge,  no default of the other  parties
         exists under any of the  Contracts.  Between the Effective Date and the
         Closing Date, or any earlier  termination  of this  Agreement,  Seller,
         without  Purchaser's  prior written  consent which consent shall not be
         unreasonably withheld,  conditioned or delayed, shall not amend, modify
         in any material  respect (such as increasing or decreasing  the term or
         monetary  obligations  thereunder)  or  terminate,  or agree to  amend,
         modify or  terminate,  any  Contract or Lease or waive any  substantial
         right thereunder;

                   (xiv)  except as expressly  provided  otherwise in Section 35
         below, no consent of any third party is required in order for Seller to
         enter into this Agreement and perform  Seller's  obligation  hereunder.
         Without  limiting the  generality of the  foregoing,  no consent of any
         third party is required in order for Seller to assign the  Contracts to
         Purchaser;

                    (xv)  except  for any  item to be  prorated  at  Closing  in
         accordance  with this Agreement,  all bills or other charges,  costs or
         expenses  arising  out  of or in  connection  with  or  resulting  from
         Seller's construction,  use, ownership, or operation of the Property up
         to Closing shall be paid in full by Seller on or before Closing;

                   (xvi) all general real estate taxes, assessments and personal
         property  taxes  that have  become  due with  respect  to the  Property
         (except for those that will be prorated at Closing in  accordance  with
         this  Agreement)  have been paid or will be so paid by Seller  prior to
         Closing;

                  (xvii)  between  the  Effective  Date and later of the Closing
         Date or any earlier  termination  of this  Agreement,  Seller shall not
         execute  or enter  into any new lease of any part of the  Improvements,
         except in the normal course of business using Seller's standard form of
         lease and adhering to Seller's standard rental schedule;

                  (xviii)  except  in the  ordinary  course  of  business  or as
         required by a governmental agency,  Seller shall not place or permit to
         be placed on any portion of the Real Property any new  improvements  of
         any kind or remove or permit any  improvements  to be removed  from the
         Real  Property  without the prior written  consent of Purchaser,  which
         consent may be granted or withheld for any reason;

                    (xix) Seller shall not restrict,  rezone, file or modify any
         development  plan or zoning plan or  establish  or  participate  in the
         establishment of any  improvements  district with respect to all or any
         portion of the Real Property without Purchaser's prior written consent,
         which consent may be granted or withheld for any reason; and,

                     (xx) without  Purchaser's prior written consent,  which may
         be granted or withheld  for any reason,  Seller shall not, by voluntary
         or  intentional  act or  omission to act,  further  cause or create any
         easement,  encumbrance,  or mechanic's or materialmen's  liens,  and/or
         similar  liens  or  encumbrances  to arise  or to be  imposed  upon the
         Property or any portion thereof.

         (b) If Seller  learns of anything  that would make the  representations
and  warranties  set forth above untrue in any material  respect  following  the
expiration  of the Due Diligence  Period and prior to the Closing,  Seller shall
immediately notify Purchaser in writing. Upon written notice to Seller and Title
Company  within five (5) Business  Days  following  receipt of Seller's  notice,
Purchaser  shall be  entitled  to (i)  terminate  this  Agreement  if  Purchaser
reasonably  concludes  that  the  Property  will be  adversely  affected  in any
material  respect  by such  untrue  representation  or  warranty,  in which case
Purchaser shall be entitled to an immediate return of the Earnest Money together
with  accrued  interest  thereon and  reimbursement  of  Purchaser's  reasonable
out-of-pocket  expenses  actually  paid to  third  parties  in  connection  with
Purchaser's due diligence  investigation  and documented to Seller's  reasonable
satisfaction  (such  reimbursement,  however,  in no  event to  exceed  Nineteen
Thousand  Dollars  ($19,000.00)  in  the  aggregate)  or  (ii)  allow  Seller  a
reasonable  period (not to exceed an additional  ten (10) Business  Days) within
which to cure such untrue representation or warranty.  After such disposition of
the Earnest Money, the Escrow shall be canceled and neither party shall have any
rights or  responsibilities  to the other except as otherwise expressly provided
by this Agreement.

         (c) Each of the parties  represents and warrants to the other that each
of the persons  executing this  Agreement on behalf of the  warranting  party is
authorized  to do so;  that the  execution,  delivery  and  performance  of this
Agreement will not conflict  with, or result in a breach or other  violation of,
any contract,  agreement or instrument to which Purchaser or Seller, as the case
may be, is a party;  and that upon  execution,  this Agreement  shall be a valid
obligation of, binding upon and enforceable  against Purchaser or Seller, as the
case may be.

         (d) All representations  made in this Agreement by Seller shall survive
the  execution  and  delivery  of this  Agreement  or the  cancellation  of this
Agreement or Closing, as applicable.  Seller shall and does hereby indemnify and
hold  Purchaser  harmless  from and  against  any loss,  damage,  liability  and
expense,  together with all court costs and attorneys'  fees which Purchaser may
incur, by reason of any third party claims asserted against  Purchaser and based
upon any material  misrepresentation  by Seller or any material breach of any of
Seller's  warranties;  provided,  however,  that  Seller's  representations  and
indemnity  obligations  under this  Section 7 shall  survive  for six (6) months
after  cancellation  of this  Agreement  or Closing,  as  applicable,  whereupon
Seller's  obligations shall terminate  automatically unless Purchaser shall have
commenced  an action  thereon  against  Seller in the Court  within such period;
provided,  however, that Seller's liability with respect to any action commenced
within the fourth (4th),  fifth (5th) or sixth (6th) months of such period shall
be limited to Fifty Thousand Dollars ($50,000.00) in the aggregate.

              Section 8. Purchaser's Acceptance of Property As-Is.

         EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED HEREIN AND/OR IN THE DOCUMENTS
TO BE DELIVERED AT CLOSING,  PURCHASER  ACKNOWLEDGES  AND AGREES THAT SELLER HAS
NOT  MADE,   DOES  NOT  MAKE  AND   SPECIFICALLY   NEGATES  AND   DISCLAIMS  ANY
REPRESENTATIONS,  WARRANTIES,  PROMISES, COVENANTS,  AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER  WHATSOEVER,  WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE,
NATURE,  QUALITY OR CONDITION OF THE PROPERTY,  INCLUDING WITHOUT LIMITATION THE
WATER,  SOIL AND GEOLOGY,  AND ANY  IMPROVEMENTS  CONSTRUCTED  THEREON,  (B) THE
INCOME TO BE DERIVED FROM THE PROPERTY,  (C) THE SUITABILITY OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES  AND USES WHICH  PURCHASER MAY CONDUCT  THEREON,  (D) THE
HABITABILITY,  MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE  OF  THE  PROPERTY,   (E)  THE  MANNER  OR  QUALITY  OF  THE
CONSTRUCTION OR MATERIALS,  IF ANY,  INCORPORATED INTO THE PROPERTY,  OR (F) THE
MANNER,  QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY.  EXCEPT FOR
THOSE  ITEMS OF SELLER'S  DISCLOSURE  DOCUMENTATION  THAT HAVE BEEN  PREPARED BY
SELLER,  PURCHASER  FURTHER  ACKNOWLEDGES  AND AGREES THAT HAVING BEEN GIVEN THE
OPPORTUNITY  TO INSPECT THE  PROPERTY,  PURCHASER  IS RELYING  SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY.  PURCHASER  FURTHER  ACKNOWLEDGES AND AGREES THAT
ANY  INFORMATION  PROVIDED OR TO BE PROVIDED TO  PURCHASER  WITH  RESPECT TO THE
PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY
INDEPENDENT  INVESTIGATION  OR  VERIFICATION  OF SUCH  INFORMATION  AND MAKES NO
REPRESENTATIONS  AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.  EXCEPT
AS  OTHERWISE   EXPRESSLY  PROVIDED  IN  THIS  AGREEMENT,   SELLER'S  DISCLOSURE
DOCUMENTATION OR IN THE DOCUMENTS TO BE DELIVERED AT CLOSING,  SELLER IS NOT AND
SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN  STATEMENTS,
REPRESENTATIONS  OR  INFORMATION  PERTAINING TO THE  PROPERTY,  OR THE OPERATION
THEREOF,  FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND/OR IN THE DOCUMENTS TO
BE DELIVERED AT CLOSING,  PURCHASER FURTHER  ACKNOWLEDGES AND AGREES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN
IS MADE ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AND BASIS.
                         Section 9. Seller's Covenants.

         From and after the Effective  Date until  Closing,  and so long as this
Agreement remains in effect, Seller shall:

         (a) except as otherwise provided in Section 7(a), maintain,  manage and
operate the Property  substantially in accordance with the established practices
of Seller and its property manager;

         (b)  comply  with  all  applicable  covenants,   conditions  and  other
restrictions of record,  including  those relating to a homeowner's  association
(if any);

         (c) maintain the Property in its present  condition,  ordinary wear and
tear and casualty loss excepted;

         (d) maintain all casualty, liability and hazard insurance currently in
force for the Property;

         (e) except as otherwise provided in Section 7(a),  operate,  manage and
enter  into  contracts  for the  Property  and  maintain  present  services  and
sufficient  supplies and  equipment for the  operation  and  maintenance  of the
Property, all in the same manner as that done by Seller and its property manager
prior to the Effective Date; provided, however, that Seller shall not enter into
any service contract that cannot be terminated within thirty (30) days following
notice to the vendor; and

         (f)  continue to enter into Leases in the  ordinary  course of Seller's
business in accordance with the standards of Section 7(a)(xvii).

If Seller enters into leases or grants  concessions in violation of this Section
9,  Purchaser  may either waive the violation  or, as  Purchaser's  sole remedy,
terminate  this  Agreement and require the return of the Earnest Money  together
with accrued interest thereon.

                             Section 10. Prorations.

         The following  adjustments  to the Purchase Price shall be made between
Seller and Purchaser:

         (a) The  following  items,  as  applicable,  shall be prorated  between
Purchaser and Seller on a per diem basis as of the Closing Date:

                    (i) all  nondelinquent  real estate taxes,  installments  of
         general and special assessments,  homeowner's association dues, if any,
         and fire  protection  service  charges,  if any, due and payable in the
         calendar  year in which  Closing  occurs,  based  upon the most  recent
         information  available to Seller. If Closing shall occur before the tax
         rate or assessment for the current year is fixed, the initial proration
         of such taxes or assessments  shall be based upon the latest  available
         information. Thereafter, when the actual tax rate for such current year
         becomes known, Seller and Purchaser shall,  outside of escrow and after
         Closing,  re-prorate  any such taxes or  assessments to the extent that
         the actual rate thereof was different than the rate used for prorations
         made at Closing and shall pay, one to the other,  any adjustment due as
         a result of such re-proration;

                   (ii) current rents, advance rentals,  nonrefundable  deposits
         and other charges, if any, payable by Tenants under the Leases; and

                  (iii) all  charges for fuel,  water,  sewer,  electricity  and
         other utility services  furnished to the Property which are not metered
         to Tenants. Seller, to the extent the same is obtainable, shall furnish
         meter readings for such utilities  through the close of business on the
         day  prior  to the  Closing.  If any  such  meter  readings  are not so
         obtainable,  then Seller shall provide meter  readings as of a date not
         more than thirty (30) days prior to the Closing Date, and the proration
         of utility  charges shall  initially be based upon such prior  reading.
         Upon the taking of actual  meter  readings  first after  Closing,  such
         proration  shall be  readjusted  outside of escrow  after  Closing  and
         Seller or  Purchaser,  as the case may be,  shall  promptly  pay to the
         other the amount determined to be so due upon such readjustment.

         (b) All other items of accrued or prepaid  income and  expense,  except
delinquent rents,  shall be prorated as of the Closing Date, on the basis of the
most recent ascertainable amounts of or other reliable information for each item
of income and expense. Seller and Purchaser shall duly cooperate with each other
and the Title Company in making prorations,  adjustments and credits pursuant to
this Section 10 and shall,  as requested  by the Title  Company,  furnish to the
Title Company such  information as is in the possession of or obtainable by them
to assist in making such prorations,  adjustments or credits.  In the event, for
any reason  beyond the  reasonable  control of the parties  hereto,  information
necessary to calculate any proration, adjustment or credit for any item required
to be  prorated,  adjusted or credited  under this  Section 10 is not  available
prior to  Closing,  then such items  shall be  prorated,  adjusted  or  credited
outside of escrow after Closing as soon as such  information  is available,  and
Seller and Purchaser  shall duly cooperate with each other in regard thereto and
shall pay, one to the other,  any amounts  which may be owing as a result of any
such  subsequent  proration,  adjustment  or credit.  In the event,  at any time
within  six  (6)  months  after  Closing,  errors  shall  be  discovered  in any
prorations,  adjustments or credits made pursuant to this Section 10, Seller and
Purchaser  shall  correct such errors and shall pay, one to the other,  any sums
owning as a result of such correction.

         (c) For  purposes of all  prorations  provided  for in this  Agreement,
Seller shall be  responsible  for all days up to the Closing Date, and Purchaser
shall be responsible  for all days including and after the Closing Date.  Except
as otherwise  expressly  provided in this  Agreement,  all  prorations  shall be
final.

         (d) Security deposits,  including cleaning and pet deposits and prepaid
rent and any interest thereon, shall be credited to Purchaser at Closing.

         (e) If on the Closing Date any Tenant is  delinquent  in the payment of
rent,  including any  additional  rent billed but unpaid at the time of Closing,
the  delinquent  rent shall  remain the property of Seller and be paid to Seller
if, as and when  collected by Purchaser  out of the funds  received by Purchaser
from such  Tenant,  and no proration  of such  delinquent  rent shall be made at
Closing. For a period of one hundred eighty (180) days after Closing,  Purchaser
shall  diligently  attempt  to  collect  and  shall  remit  to  Seller  any such
delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be
required only to periodically  send bills to the Tenant(s) owing such delinquent
rent and shall not be required to commence any litigation or undertake any other
collection  efforts in regard thereto;  and (ii) in the event Purchaser collects
rent from a person who owes rent for any period of time after  Closing and for a
period of time prior to Closing, all amounts collected from such person shall be
applied first to the amount of rents owing by such person for the period of time
after Closing shall be retained by Purchaser and only the excess,  if any, shall
be remitted to Seller.

         (f)  Contemporaneously  with  the  Closing,  Seller  shall  deliver  to
Purchaser at the offices of Seller's  property manager all originals  (including
computer discs and tapes) of books and records of accounts,  contracts,  leases,
leasing  correspondence,  receipts  for  deposits,  bills and other  papers that
pertain to the Property, together with all advertising materials, booklets, keys
and other items, if any, used in the Property's operation, provided that Seller,
at Seller's  cost,  may retain a copy of the  foregoing  items for tax reporting
purposes.  For a period of two (2) years  after the  Closing  and solely for the
purposes  of Section  10,  Seller,  upon at least five (5) days'  prior  written
request to Purchaser and at Seller's sole cost and expense, shall have the right
to  inspect  the books and  records  for the  Property  located at the office of
Purchaser  and/or  Purchaser's  property  manager to verify  that  Purchaser  is
remitting to Seller the proper  amounts  according to this Agreement and for any
other purpose related to Seller's prior ownership of the Property.

         (g) The cost of any tenant  improvements paid or incurred by Seller for
Leases approved by Purchaser and executed after the date of this Agreement shall
be paid in full by Seller at or before Closing. Seller shall supply to Purchaser
and Title  Company  paid  invoices  and final lien  waivers  for all such tenant
improvement  work to the extent  performed on or prior to the Closing Date.  Any
provision of this Agreement to the contrary notwithstanding, after the Effective
Date, Seller shall not undertake any tenant improvement work on any Unit without
the prior  written  consent of  Purchaser,  such consent not to be  unreasonably
withheld, conditioned or delayed.

                   Section 11. Transfer Taxes; Title Charges;
                 Other Closing Costs and Escrow Cancellation.

         (a) Seller and  Purchaser  agree to execute  any real  estate  transfer
declarations  required by the state,  county or  municipality  in which the Real
Property is located.  Seller shall pay:  (i)  one-half of the escrow  charges of
Title  Company;  (ii)  one-half  of the cost of  recording  the  instruments  of
conveyance;  (iii) the cost of the  Survey;  and (iv) the portion of the premium
charged for the Title Policy attributable to standard coverage.  Purchaser shall
pay  all  other  costs  of  consummating  this  transaction,  including  without
limitation  the premium for the Title Policy in excess of standard  coverage and
for any  endorsements  required by Purchaser,  all transfer taxes and other fees
(if any)  assessed  by any  governmental  authority  against  the Real  Property
because of this sale and  transfer,  all sales and transfer  taxes or other fees
assessed by any governmental  authority  against the Personal  Property (if any)
and the cost of any municipal deed or transfer taxes (if any). The parties shall
each  pay  their  own  attorneys'   fees  in  regard  to  the   negotiation  and
documentation of the Purchase Transaction.

         (b) If the  Escrow  fails  to  close  because  of a  Seller's  Event of
Default,  Seller shall be liable for the cancellation  charge,  if any, of Title
Company. If the Escrow fails to close because of a Purchaser's Event of Default,
Purchaser shall be liable for the cancellation charge, if any, of Title Company.
If the Escrow fails to close for any other reason,  Seller and  Purchaser  shall
each be  liable  for  one-half  of the  cancellation  charge,  if any,  of Title
Company.

                            Section 12. Risk of Loss.

         (a) Except as provided in any indemnity  provisions of this  Agreement,
Seller shall bear all risk of loss for the Property up to the Closing.

         (b) The foregoing to the contrary  notwithstanding,  if the Property is
damaged by fire or other casualty prior to the Closing Date and is insured under
one or more fire or casualty  insurance  policies  maintained by Seller,  and if
Seller determines, in Seller's reasonable good faith discretion,  that repair of
the  Property  would  cost  less  than  Two  Hundred  Fifty   Thousand   Dollars
($250,000.00) (Loss Threshold),  Purchaser shall not have the right to terminate
this Agreement and Seller, in Seller's sole discretion, may elect either: (i) to
repair and restore the Property to its condition  immediately preceding the fire
or casualty if such repair and restoration can be substantially completed within
thirty (30) days following the date originally scheduled as the Closing Date; or
(ii) to proceed to close this  Purchase  Transaction  without  reduction  in the
Purchase  Price provided  that, as a condition  precedent  thereto and in a form
acceptable to Purchaser in Purchaser's reasonable discretion, Seller assigns and
transfers  to Purchaser  on the Closing  Date all of Seller's  right,  title and
interest in and to the  insurance  proceeds  paid or payable to Seller under the
policy or  policies  covering  the  damage and pays to  Purchaser  the amount of
Seller's deductible under the insurance policy or policies.

         (c) However, if the Property is damaged by fire or other casualty prior
to the Closing Date and is insured under one or more fire or casualty  insurance
policies maintained by Seller, and if Seller determines,  in Seller's reasonable
good faith discretion,  that the repair of the damage would cost an amount equal
to  or  in  excess  of  the  Loss  Threshold,  Purchaser,  in  Purchaser's  sole
discretion, may elect either: (i) to terminate this Agreement and have the Title
Company  immediately  return the Earnest Money  together  with accrued  interest
thereon to  Purchaser;  or (ii) to proceed to close this  Purchase  Transaction,
without reduction in the Purchase Price,  and, as a condition  precedent thereto
and in a form acceptable to Purchaser in Purchaser's reasonable discretion, have
Seller  assign and  transfer to  Purchaser  on the Closing  Date all of Seller's
right,  title and interest in and to the  insurance  proceeds paid or payable to
Seller under the policy or policies covering the damage and pay to Purchaser the
amount of Seller's deductible under the insurance policy or policies.

         (d)  Immediately  after Seller  obtains notice of any fire or casualty,
Seller shall notify Purchaser thereof in writing,  including Seller's reasonable
determination of the repair cost; provided, however, that in the event Purchaser
shall in good faith dispute the repair cost so  determined by Seller,  Purchaser
shall immediately notify Seller of such dispute,  in which event Seller shall as
soon as  practicable  obtain three (3) bids to repair such damage from reputable
contractors  licensed in the State of Colorado  and  furnish  copies  thereof to
Purchaser.  The average of the two bids that are the closest to each other shall
be determinative  as to whether the Loss Threshold shall have been exceeded.  If
the repair cost so determined exceeds the Loss Threshold, Purchaser shall notify
Seller in writing within fifteen (15) Business Days after Purchaser's receipt of
Seller's  notice  whether  Purchaser  elects  to  terminate  this  Agreement  in
accordance  with this Section 12.  Closing shall be delayed,  if  necessary,  to
allow  Purchaser to make such election.  If Purchaser  fails to notify Seller of
Purchaser's  election within such fifteen-day period,  Purchaser shall be deemed
to have elected to perform its obligations under this Agreement.

                            Section 13. Condemnation.

         (a)  If,   between  the  Effective  Date  and  the  Closing  Date,  any
condemnation  or eminent  domain  proceedings  are commenced or threatened  that
might result in the taking of all or any material  part of the Real  Property or
the  Improvements  or the taking or closing of any access right to the Property,
Purchaser, in Purchaser's sole discretion, may either:

                   (i) terminate  this Agreement by written notice to Seller and
         have the Title Company  return the Earnest Money  together with accrued
         interest thereon; or

                  (ii) proceed  with the Closing  and, as a condition  precedent
         thereto and in a form  acceptable to  Purchaser,  in  Purchaser's  sole
         discretion,  have Seller  assign to  Purchaser  all of Seller's  right,
         title  and  interest  in and to any  award  made or to be made  for the
         condemnation or eminent domain action.

         (b) Immediately  after Seller obtains notice of the commencement or the
threatened  commencement of eminent domain or condemnation  proceedings,  Seller
shall notify  Purchaser in writing.  Purchaser shall then notify Seller,  within
fifteen (15) Business Days after Purchaser's receipt of Seller's notice, whether
Purchaser  elects  to  terminate  this  Agreement  in  accordance  with  Section
13(a)(i).  Closing shall be delayed,  if necessary,  to allow  Purchaser to make
such election.  If Purchaser fails to make the election within such  fifteen-day
period, Purchaser shall be deemed to have elected to terminate this Agreement.

                              Section 14. Default.

         (a) Purchaser  shall be in default under this  Agreement (a Purchaser's
Event of Default) if any of the following events shall occur:
                    (i) Purchaser fails to close the Escrow on the date
scheduled therefor as provided in this Agreement;

                   (ii) Purchaser shall fail to pay any monies due in accordance
with this Agreement (other than the obligations  referenced in Subparagraph (i))
by 5:00 p.m. MST on the stated due date; or

                  (iii)  Purchaser shall fail to fully and timely perform any of
Purchaser's  obligations  (other than the  monetary  obligations  referenced  in
Subparagraphs (i) and (ii)) arising under this Agreement by 5:00 p.m. MST on the
fifth (5th) Business Day after Purchaser's receipt of written notice from Seller
specifying Purchaser's nonperformance.

         (b) Seller shall be in default under this  Agreement (a Seller's  Event
of Default) if:

                     (i)Seller fails to close the Escrow on the date scheduled
therefor as provided in this Agreement; or,

                    (ii)  Seller  shall fail to fully and timely  perform any of
Seller's  obligations  arising under this Agreement  (other than the obligations
referenced in  Subparagraph  (i)) and such failure shall continue past 5:00 p.m.
MST on the fifth (5th)  Business Day after  Seller's  receipt of written  notice
from Purchaser specifying Seller's nonperformance.

         (c)  If  a  Seller's  Event  of  Default  shall  exist,  Purchaser,  at
Purchaser's  sole option and as Purchaser's  sole remedies,  may (i) cancel this
Agreement by written  notice to Seller and Title  Company  whereupon the Earnest
Money  plus  interest  thereon  and  reimbursement  of  Purchaser's   reasonable
out-of-pocket  expenses  actually  paid to  third  parties  in  connection  with
Purchaser's due diligence  investigation  and documented to Seller's  reasonable
satisfaction  (such  reimbursement,  however,  in no  event to  exceed  Nineteen
Thousand  Dollars  ($19,000.00) in the aggregate)  shall be paid  immediately by
Title Company to Purchaser and,  except as otherwise  provided in this Agreement
as to any Survival  Item,  neither  Purchaser  nor Seller shall have any further
liability or obligation  hereunder;  or, (ii) seek specific  performance against
Seller by delivering the Purchase Price into the Escrow; provided, however, that
as conditions precedent to such action for specific performance:  [a] no uncured
Purchaser's  Event of Default shall exist and no event shall have occurred which
with the passage of time or with notice,  or both,  could  become a  Purchaser's
Event of Default;  and [b] Purchaser  shall not seek to amend the Purchase Price
in such action,  in which event the Closing shall be  automatically  extended as
necessary.

         (d) If a  Purchaser's  Event of Default  shall exist,  as Seller's sole
remedy (in lieu of any other legal or equitable remedies against Purchaser which
Seller expressly waives except as hereinafter  provided  otherwise) Seller shall
be entitled to retain the Earnest Money only in accordance  with Section 3(b) as
Seller's agreed and total liquidated  damages unless Purchaser objects to, fails
to cooperate with or otherwise opposes Seller's withdrawal of such Earnest Money
out of the  Escrow,  in  which  event  Seller  shall  have  all of the  remedies
otherwise available to Seller at law or in equity.

                              Section 15. Notices.

         All notices under this  Agreement  shall be in writing and sent by: (a)
certified or registered mail, postage prepaid and return receipt  requested,  in
which case notice shall be deemed  delivered at the earlier of actual receipt or
three (3)  Business  Days  after  deposit in the United  States  Mail,  (b) by a
nationally  recognized  overnight courier,  in which case notice shall be deemed
delivered one (1) Business Day after deposit with that courier,  or (c) telecopy
or  similar  means,  if a copy of the  notice  is also  sent  by  United  States
certified  mail,  in which case notice shall be deemed  delivered on the date of
confirmed receipt, as follows:

         If to Seller:

                  c/o L'Auberge Communities Inc.
                  14988 North 78th Way, Suite 211
                  Scottsdale, Arizona 85260
                  Attention:  Stephen B. Boyle
                  Facsimile No.: (602) 607-9773

         With a copy to:

                  Hughes Hubbard & Reed LLP
                  350 South Grand Avenue, Suite 3600
                  Los Angeles, California 90071-3442
                  Attention:  George A. Furst, Esq.
                  Facsimile No.: (213) 613-2950



<PAGE>


         If to Purchaser:

                  DRA Advisors, Inc.
                  1180 Avenue of the Americas, 18th Floor
                  New York, New York 10036
                  Attention:  Francis X. Tarsey
                  Facsimile No.:    (212) 764-3571

         With a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York 10019
                  Attention:  Russel T. Hamilton, Esq.
                  Facsimile No.:    (212) 259-6333

         The  addresses  above may be  changed  by  written  notice to the other
party;  provided,  however,  that no  notice  of a change  of  address  shall be
effective until actual receipt of the notice by the addressee thereof. Copies of
notices are for  informational  purposes  only, and a failure to give or receive
copies of any notice shall not be deemed a failure to give notice.

                          Section 16. Time of Essence.

         Time is of the essence in this  Agreement and the  performance  of each
and every  obligation  hereunder,  except that  Purchaser  shall have a one-time
right to extend the Closing Date for five (5) Business  Days upon prior  written
notice  delivered  to Seller not less than five (5)  Business  Days prior to the
originally  scheduled Closing Date.  However, if this Agreement requires any act
to be done or action to be taken on a date which is a Saturday,  Sunday or legal
holiday,  such act or action  shall be deemed to have been validly done or taken
if done or taken on the next  succeeding day which is not a Saturday,  Sunday or
legal holiday.

                      Section 17. Termination of Agreement.

         If triplicate fully executed  originals of this Agreement have not been
delivered  by  Purchaser  to Seller by 5:00 p.m.  MST on January 27,  1998,  for
immediate deposit by Purchaser with Title Company along with the Initial Earnest
Money, this Agreement shall automatically be deemed revoked and null and void.

                 Section 18. Governing Law; Jurisdiction; Venue.

         This  Agreement  shall be governed by and construed in accordance  with
Colorado  law.  In  regard to any  litigation  which may arise in regard to this
Agreement,  the parties shall and do hereby submit to the sole  jurisdiction  of
and the parties hereby agree that the sole proper venue shall be in the Court.

               Section 19. Counterparts and Facsimile Signatures.

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

         (b) The execution of this  Agreement by the parties may be evidenced by
facsimile  signatures  with originals to be immediately  distributed  thereafter
albeit the Agreement may be deemed binding upon transmittal of the facsimiles.

                              Section 20. Captions.

         The  captions  in  this  Agreement  are  inserted  for  convenience  of
reference  only and in no way  define,  describe or limit the scope or intent of
this Agreement or any of its provisions.

                           Section 21. Assignability.

         (a) Purchaser  shall not have the right to assign this Agreement or any
of  Purchaser's  rights under this  Agreement  prior to Closing to any person or
entity (other than an entity controlling, controlled by, or under common control
with Purchaser)  without the prior written consent of Seller,  which consent may
be granted or  withheld  in Seller's  sole  discretion.  In the event of such an
assignment:  (i) such assignee shall assume  Purchaser's  duties and obligations
under  this  Agreement  by  delivering  to Seller  and Title  Company  duplicate
originals of an assumption agreement in form and substance reasonably acceptable
to Seller,  (ii)  Purchaser  shall not be released  from any of its  obligations
under  this  Agreement,  (iii)  Seller  shall not incur any  additional  expense
because of such assignment and (iv) such assignment shall not delay the Closing.

         (b)  Seller  shall  not have the  right or  authority  to  assign  this
Agreement or any of Seller's rights under this Agreement prior to Closing to any
person or entity without the prior written  consent of Purchaser,  which consent
may be  granted  or  withheld  in  Purchaser's  sole  discretion.  In the  event
Purchaser  consents to such an  assignment,  (i) such consent may be conditioned
upon the assignee's  assumption of Seller's  duties and  obligations  under this
Agreement by delivery to Purchaser and Title  Company of duplicate  originals of
an  assumption  agreement  in  form  and  substance  reasonably   acceptable  to
Purchaser,  (ii) Seller shall not be released from any of its obligations  under
this Agreement,  (iii) Purchaser shall not incur any additional  expense because
of such assignment and (iv) such assignment shall not delay the Closing.

                           Section 22. Binding Effect.

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties  and  their  respective  legal  representatives,  successors,  heirs and
permitted assigns, subject to the provisions of Section 21 hereof.

                       Section 23. Modifications; Waiver.

         No waiver, modification,  amendment,  discharge or other change of this
Agreement shall be valid unless it is in writing and signed by the party against
which the enforcement of the modification, waiver, amendment, discharge or other
change is sought.

                          Section 24. Entire Agreement.

         This  Agreement  and the exhibits  attached  hereto  contain the entire
agreement between the parties relating to the Purchase Transaction. All prior or
contemporaneous  letters of intent  (including  but not limited to that  certain
non-binding  letter of intent,  agreements,  understandings,  representations or
statements,  whether oral or written,  with respect to the subject matter hereof
are superseded hereby.

               Section 25. Partial Invalidity; Further Assurances.

                  If any provision of this Agreement  shall be determined by any
court to be invalid,  illegal or unenforceable  to any extent,  the remainder of
this Agreement shall not be affected and this Agreement shall be construed as if
the invalid, illegal or unenforceable provision had never been contained in this
Agreement. Prior to and after the Closing, the parties hereto agree to take such
action  and  execute,  acknowledge,  file and record  any  additional  documents
reasonably necessary to effectuate the terms and provisions of this Agreement.

                              Section 26. Survival.

         Except as expressly  provided in this  Agreement to the  contrary,  all
representations,  warranties,  covenants,  agreements  and other  obligations of
Seller and  Purchaser  in this  Agreement  shall not  survive the Closing of the
Purchase Transaction.

                       Section 27. No Third-Party Rights.

         Nothing in this  Agreement,  express or implied,  is intended to confer
upon any person,  other than the parties to this Agreement and their  respective
successors and permitted assigns, any rights or remedies.

                          Section 28. Attorneys' Fees.

         If  any  legal  action  or  any  other  proceeding,  including  without
limitation  an action  for  declaratory  relief,  is  brought  to  enforce  this
Agreement  or any  rights or  obligations  hereunder  or  because  of a dispute,
breach,  default or  misrepresentation  in connection with this  Agreement,  the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
other costs incurred in that action or proceeding  (including without limitation
any appeal or post-judgment enforcement  proceedings),  in addition to any other
relief to which that party may be entitled. "Prevailing party" shall include the
party determined to be the prevailing party by the Court.

                               Section 29. Broker.

         Seller and  Purchaser  each  represent and warrant to the other that it
has not had any  dealings  with any  broker,  finder or other  party  concerning
Purchaser's  purchase of the Property,  except  Amercon  Realty  Services,  Inc.
(Seller's  Broker).  Seller  agrees to pay at Closing a  commission  to Seller's
Broker pursuant to a separate  agreement  between Seller and Seller's  Broker, a
copy of which  shall be  deposited  in escrow on or before  Closing if  Seller's
Broker is to be paid through escrow at Closing.  Seller and Purchaser each agree
to defend,  indemnify and hold the other  harmless from and against any such all
loss,  liability,   damage,  cost  or  expense,   including  without  limitation
reasonable  attorneys'  fees,  incurred  by the  other as a result  of any claim
arising out of the acts of the  indemnifying  party,  or others on that  party's
behalf,  for a  commission,  finder's  fee or similar  compensation  made by any
broker  (including  Seller's  Broker),  finder or any  person who claims to have
dealt with the indemnifying party. The representations, warranties and covenants
contained in this Section 29 shall  survive the Closing or  termination  of this
Agreement.

                         Section 30. Opening of Escrow.

         The term  "Opening of Escrow"  shall mean the date of delivery to Title
Company of triplicate  fully executed  originals of this Agreement by Seller and
Purchaser  together  with the  delivery  by  Purchaser  to Title  Company of the
Initial Earnest Money.

                              Section 31. Exhibits.

         The  following  exhibits  have  been  attached  to this  Agreement  and
incorporated herein by reference:

         Exhibit A -- Legal Description
         Exhibit B --  Diagram of the  Property  and  Improvements  Exhibit C --
         Schedule of  Personal  Property  Exhibit D -- Form of Special  Warranty
         Deed Exhibit E -- Form of Bill of Sale Exhibit F -- Form of  Assignment
         of Leases  Exhibit G -- Assignment  of Tradename  and Trademark  Rights
         Exhibit H -- Form of  Assignment of  Intangible  Property  Exhibit I --
         Form of Tenant Letters  Exhibit J -- Certificate of Rent Roll Exhibit K
         -- Form of  Non-Foreign  Affidavit  Exhibit L -- Form of  Affidavit  of
         Value


                        Section 32. Form of Title Policy.

         The Title Policy to be issued by Title Company shall be Title Company's
most  current  form.  A  specimen  of the  Title  Policy is to be  delivered  to
Purchaser  within  thirty (30) days  following  the delivery of the  Preliminary
Report to the  parties.  The  Policy is to  include,  among  other  things,  the
following   endorsements  which  are  also  to  be  delivered  to  Purchaser  at
Purchaser's cost: (i) a survey  endorsement to the effect that the insured legal
description  and the legal  description in the Survey  describe one and the same
property;  (ii) if  necessary,  a  patent  endorsement;  (iii) if  necessary,  a
contiguity  endorsement and (iv) if necessary,  an endorsement  insuring against
archaic deed restrictions.

                 Section 33. No Partnership or Other Liability.

         Any and all provisions,  implications,  or  interpretations  of or from
this Agreement to the contrary notwithstanding, no partnership, joint venture or
other  relationship  is created,  implied or  acknowledged  between or among the
parties.

             Section 34. General Provisions Regarding Title Company.

         (a) Title Company will make all  adjustments  and/or  prorations on the
basis of the actual number of days in a month, and by credit and/or debit to the
respective accounts of Seller and Purchaser in the Escrow.

         (b) For purposes of the  instructions to Title Company,  the expression
"Closing" shall mean the date on which the Deed is recorded.

         (c) Title Company  shall:  (i) make  disbursements  by wire transfer of
federal  funds;  (ii) mail  instruments  to the  addresses of the parties  shown
above,  unless Title  Company is instructed  otherwise;  and (iii) wire funds to
Seller by wire transfer as directed by Seller.

         (d) No change of  instructions  shall be of any effect on Title Company
unless given in writing by all of the parties hereto.  In the event  conflicting
demands are made or  conflicting  notices served upon Title Company with respect
to the Escrow,  the parties  expressly  agree that Title  Company shall have the
absolute  right  at  Title  Company's  election  to do  either  or  both  of the
following: (i) withhold and stop all further proceedings in, and performance of,
the  Escrow;  or (ii) file a suit in  interpleader  and obtain an order from the
Court  requiring  the  parties to  interplead  and  litigate  in the Court their
several claims and rights among themselves.  In the event such interpleader suit
is brought, Title Company shall ipso facto be fully released and discharged from
all  obligations to further  perform any and all duties or  obligations  imposed
upon Title Company in the Escrow, and the parties jointly and severally agree to
pay all reasonable  costs,  expenses and reasonable  attorneys' fees expended or
incurred  by Title  Company,  the  amount  thereof  to be fixed  and a  judgment
therefor entered by the Court in such suit.
         (e) Except for Title Company's negligence, fraud, willful misconduct or
breach of contract,  Title  Company  shall not be held liable for the  identity,
authority  or rights of any  person  executing  any  document  deposited  in the
Escrow,  or for  failure  by  Seller  or  Purchaser  to  comply  with any of the
provisions  of any  agreement,  contract or other  instrument  deposited  in the
Escrow, and Title Company's duties hereunder shall be limited to the safekeeping
of such money,  instruments  or other  documents  received  by Title  Company as
escrow  holder and to the  disposition  of same in  accordance  with the written
instructions accepted by Title Company in the Escrow.

         (f) It is agreed by the parties to this  Agreement that so far as Title
Company's  rights and liabilities are concerned,  this  transaction is an escrow
and not any other legal relation.

                     Section 35. Limited Partners' Consent.

         Notwithstanding   anything  contained  herein  to  the  contrary,   the
obligations  of  Seller  hereunder  are  subject  to and  conditioned  upon  the
procurement of the consent of a majority in interest of the limited  partners of
Seller to the Purchase Transaction.  Seller shall use diligent efforts to obtain
such consent.  If Seller shall not have received such consent  within sixty (60)
days after the Opening of Escrow and  provided  evidence  thereof to  Purchaser,
Purchaser may upon written notice to Seller  terminate this Agreement  whereupon
the Earnest Money plus interest  thereon and (provided that Purchaser shall have
elected or be deemed to have elected to purchase the Property at or prior to the
expiration of the Due Diligence Period) reimbursement of Purchaser's  reasonable
out-of-pocket  expenses  actually  paid to  third  parties  in  connection  with
Purchaser's due diligence  investigation  and documented to Seller's  reasonable
satisfaction  (such  reimbursement,  however,  in no  event to  exceed  Nineteen
Thousand  Dollars  ($19,000.00) in the aggregate)  shall be paid  immediately by
Title Company to Purchaser,  and except as otherwise  provided in this Agreement
as to any Survival  Item,  neither  Purchaser  nor Seller shall have any further
liability or obligation hereunder.

                 Section 36. Limited Prohibition on Negotiations

         Seller  agrees  to  refrain  from  actively   marketing  the  Property,
submitting  due  diligence  packages  for the  Property  to any  third  parties,
soliciting  offers for the Property or accepting any offers as backup offers for
the Property during the Due Diligence  Period,  and to cease all discussions and
negotiations with any third parties for the sale of the Property or any interest
therein  following the  expiration or earlier  termination  of the Due Diligence
Period during the term of this Agreement.




<PAGE>


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

"PURCHASER"

DRA ADVISORS, INC.,
a Delaware corporation

By:      /s/ Francis X. Tansey__________________
         Name: Francis X. Tansey
         Title: President


"SELLER"


CLUSTER HOUSING PROPERTIES,
A CALIFORNIA LIMITED PARTNERSHIP

By:      GP L'Auberge Communities, L.P.,
         a California limited partnership,
         a general partner

         By:      L'Auberge Communities Inc.,
                  a California corporation
                  its general partner

                  By:      /s/ Stephen B. Boyle_____________
                           Name: Stephen B. Boyle
                           Title: President




<PAGE>


                           TITLE COMPANY'S ACCEPTANCE

         The  foregoing  fully  executed  Agreement  together  with the  Initial
Earnest Money is accepted by the  undersigned  this _____ day of January,  1998,
which  for the  purposes  of this  Agreement  shall be  deemed to be the date of
"Opening of Escrow".

                                    CHICAGO TITLE INSURANCE COMPANY,
                                       a Delaware corporation



                                By:      /s/ Tiffany Olmstead__________
                                         Name: Tiffany Olmstead
                                         Its: Escrow Officer