AGREEMENT
                                                (Villas Sin Vacas)



         This  Agreement is made and entered  into as of March 29, 1996,  by and
among Sin Vacas Joint Venture,  an Arizona joint venture partnership (the "Joint
Venture"),  Cluster Housing  Properties,  A California Limited  Partnership (the
"L'Auberge Venturer"),  Villa Sin Vacas Limited Partnership,  an Arizona limited
partnership  (the "EW  Venturer"),  and Evans  Withycombe  Management,  Inc., an
Arizona corporation ("Manager"), with reference to the following:

         A. The L'Auberge  Venturer and the EW Venturer formed the Joint Venture
by entering into that certain Joint Venture Agreement of Sin Vacas Joint Venture
dated October 25, 1985 (as amended,  the "Joint Venture  Agreement").  The Joint
Venture  owns that certain  multi-family  residential  project  (the  "Project")
located at 7601 Calle Sin Envidia,  Tucson, Arizona and commonly known as Villas
Sin Vacas.  Each of the  L'Auberge  Venturer  and the EW Venturer now desires to
effectuate  the amicable and mutual  dissolution  and  termination  of the Joint
Venture through an assignment by the EW Venturer of all of its right,  title and
interest  in the  Joint  Venture  to the  L'Auberge  Venturer  on the  terms and
conditions hereinafter set forth.

         B. The Joint  Venture and Manager  entered into that  certain  Property
Management  Agreement  (as it may have been amended,  the  "Property  Management
Agreement")  dated  October 25, 1985,  with  respect to the Project  whereby the
Joint Venture  engaged Manager to manage the Project on the terms and conditions
more  particularly set forth therein.  Each of the Joint Venture and Manager now
desires to effectuate the  termination of the Property  Management  Agreement on
the terms and conditions hereinafter set forth.

         C. The Project is encumbered by a Deed of Trust and Security  Agreement
dated June 25, 1992 (the "Deed of Trust") securing  certain  indebtedness of the
Joint  Venture  in  favor  of  The  Lincoln  National  Life  Insurance   Company
("Lender").  Under the  provisions  of the Deed of Trust,  the Joint  Venture is
required to obtain  Lender's  consent to the  termination  of  Manager,  and the
appointment of a successor, as manager of the Project.

         D.  The  L'Auberge  Venturer  has  inspected  the  Project  in order to
determine  the  physical,   operational  and  financial  condition  thereof  and
acknowledges  that it has  approved  the  result  of such  inspection  except as
otherwise provided in Paragraph 4(b) below.

         E. Concurrently  herewith,  various other entities  affiliated with the
L'Auberge  Venturer  and the EW  Venturer  are  entering  into other  agreements
(collectively,  the "Other  Agreements")  pertaining to other joint ventures and
containing  substantially  the same  provisions  as this  Agreement.  The  Other
Agreements  and this  Agreement  are  collectively  referred  to  herein  as the
"Agreements." The parties  contemplate that the closings with respect to each of
the Agreements shall be conditions concurrent and shall occur simultaneously.

         NOW, THEREFORE,  in consideration of the foregoing,  the parties hereto
agree as follows:

1.       Termination of Property Management Agreement.

         (a) At the Closing (hereinafter defined), Manager, on the one hand, and
the Joint Venture and the  L'Auberge  Venturer,  on the other hand,  shall enter
into a  Termination  Agreement  in the form  attached  hereto  as  Exhibit A and
incorporated  herein  by this  reference,  and the  Joint  Venture  shall pay to
Manager   accrued   compensation  in  accordance  with  the  provisions  of  the
Termination Agreement.

         (b) Prior to the Closing,  Manager shall continue to manage the Project
in the same manner and with the same  quality as the  Project  has been  managed
prior to the execution hereof (and in any event in compliance with the terms and
conditions  of the  Property  Management  Agreement)  and shall be  entitled  to
receive a Property Management Fee in accordance therewith.

2.       [Intentionally deleted.]

3. Assignment of Joint Venture Interest; Dissolution and Termination of Joint
Venture.

         (a) At the  Closing,  the EW  Venturer  shall  assign all of its right,
title and interest in and to its interest in and to the Joint Venture and in, to
and under the Joint Venture Agreement to the L'Auberge Venturer by executing and
delivering that certain  Assignment of Joint Venture Interest (the "Assignment")
in the form  attached  hereto  as  Exhibit  C and  incorporated  herein  by this
reference,   except  as  provided  in  Paragraph  4(a)  below.   Following  such
assignment,  the EW Venturer shall have no right to participate in any manner in
the  management  or control of the Joint  Venture  or the  Project  and shall be
released  from any  liability  with respect to the ownership or operation of the
Project  accruing and arising from and after the  Closing,  notwithstanding  the
provisions of Paragraph 3(b) below.

         (b) Concurrently with such assignment,  the L'Auberge  Venturer and the
Joint Venture,  on the one hand, and the EW Venturer,  on the other hand,  shall
execute and deliver that certain  Partnership  Interest Payment Agreement in the
form attached hereto as Exhibit D and incorporated herein by this reference.

         (c) Immediately following such assignment, the L'Auberge Venturer shall
hold one hundred  percent  (100%) of the interest in the Joint Venture and shall
cause the  dissolution  and  termination  thereof  by filing or  recording  such
documents   (including  without  limitation  a  Termination  of  Certificate  of
Fictitious  Name and  Notice of  Dissolution  of Sin Vacas  Joint  Venture  (the
"Termination") in the form attached hereto as Exhibit E and incorporated  herein
by this  reference)  and/or  taking  such  other  steps as may be  necessary  or
appropriate in that regard.

4.       Conditions to Closing.

         (a)No later than the  execution of this  Agreement,  the Joint  Venture
         shall  solicit the consent of Lender to the  transactions  contemplated
         hereby to the extent that such  consent is  required  under the Deed of
         Trust.  The  Joint  Venture  and  the  L'Auberge   Venturer  shall  use
         reasonable  efforts  (but  shall not be  required  thereby to incur any
         material  cost or expense) to obtain such  consent,  to furnish  Lender
         with all required financial or other information requested by Lender in
         connection  with such  consent  and to obtain a written  acknowledgment
         from Lender that the loan with  respect to which such  consent is being
         sought  will not  continue  to apply  against  Lender's  lending  limit
         applicable to Evans Withycombe Management, Inc., an Arizona corporation
         ("EWM"),  or  its  affiliates   following  the  assignment  of  the  EW
         Venturer's  interest in the Joint Venture to the L'Auberge Venturer and
         the  dissolution of the Joint Venture.  The Closing shall be subject to
         receipt of Lender's written consent  pursuant to such  solicitation for
         consent and the written  consent of Lender and John Hancock Mutual Life
         Insurance   Company   ("John   Hancock")   pursuant   to  all   similar
         solicitations being made concurrently herewith by various affiliates of
         the Joint Venture under the Other  Agreements.  If such consents  shall
         not have been  received  by the Joint  Venture on or before  October 1,
         1996 (the "Outside  Closing  Date"),  this  Agreement  shall  terminate
         without  liability  of any party to the other  hereunder  on account of
         such  termination;  provided,  however,  that in the event John Hancock
         shall have  failed or  refused to give its  consent to any of the other
         transactions under one or more of the Other Agreements on or before the
         Outside Closing Date but all other conditions to the Closing  hereunder
         shall have been satisfied,  the transactions  contemplated hereby shall
         be consummated as set forth elsewhere in this Agreement.

         (b) Prior to the execution  hereof,  the Joint Venture has commenced an
evaluation of the  environmental  condition of the Project.  The approval by the
Joint Venture of the environmental condition of the Project as disclosed in such
evaluation  shall be a condition to the Closing  unless the Joint Venture waives
such  condition  in writing on or before  March 31,  1996.  Failure by the Joint
Venture to approve the  evaluation or waive the condition on or before March 31,
1996, in either case in writing, shall be deemed a disapproval and shall

<PAGE>


result in a termination of this Agreement  without liability of any party to the
other hereunder on account of such termination.  No partial or condition waivers
or  approvals  shall be made or given.  In the event such  condition  is neither
satisfied  nor  waived on or before  March 31,  1996,  the Joint  Venture  shall
immediately notify Lender thereof and withdraw its request for consent described
in Paragraph 4(a) above.

5.       Payment of Settlement Amount.

         At the Closing,  the Joint  Venture and the  L'Auberge  Joint  Venturer
shall pay, or cause to be paid, to the EW Venturer and to Manager an amount (the
"Settlement  Amount")  which shall be equal to the excess of  $500,000  over the
aggregate of the  Settlement  Amounts  payable to the EW Venturer and Manager so
denominated in the Other Agreements;  provided,  however,  that the total amount
payable to EWM under all of the Agreements shall be $500,000. The payment of the
Settlement  Amount shall be made by confirmed  wired funds or cashier's check to
EWM, as  collection  agent for the EW Venturer and Manager.  The EW Venturer and
Manager,  by their  execution of this  Agreement,  hereby  appoint EWM to act as
their agent for purposes of collecting and distributing  the Settlement  Amount,
and EWM, by its execution of this Agreement, hereby accepts such appointment.

6.       Mutual Release.

         At the Closing,  the Joint Venture and the L'Auberge  Venturer,  on the
one hand, and the EW Venturer and Manager,  on the other hand, shall execute and
deliver that certain Mutual Release in the form attached hereto as Exhibit F and
incorporated herein by this reference.

7.       Closing.

         (a) The  Closing  shall take place at the  offices of Ryley,  Carlock &
Applewhite,  at 101 North First Avenue,  Suite 2700, Phoenix,  Arizona 85003, on
the third (3rd) business day following the satisfaction of the conditions to the
Closing enumerated in Paragraph 4 above (or waiver of the condition in Paragraph
4(b) above if such condition shall have been waived on or before March 31, 1996)
or on such earlier date as may be mutually  agreeable to the parties hereto.  If
such  conditions  are not  satisfied or waived on or before the Outside  Closing
Date,   this  Agreement  and  all   obligations  of  the  parties  hereto  shall
automatically terminate and be of no further force and effect.

         (b)    At the Closing, the parties shall cause the following to occur:

                   (i) The Joint  Venture,  the  L'Auberge  Joint  Venturer  and
         Manager shall each execute and deliver the Termination Agreement.

                  (ii)     The L'Auberge Venturer and the EW Venturer shall each
           execute and deliver the Amendment.

                 (iii)     The EW Venture and the L'Auberge Venturer shall each
           execute and deliver the  Assignment.

                  (iv)     The L'Auberge Venturer shall execute and deliver the
 Termination for recordation.

                   (v) The EW Venturer  and the  L'Auberge  Venturer  shall each
         execute and deliver the Partnership Interest Payment Agreement.

                  (vi)  The  Joint  Venture  and the  L'Auberge  Venturer  shall
         deliver or cause to be delivered the  Settlement  Amount to EWM for the
         benefit of the EW Venturer and Manager.

                 (vii)  The  Joint  Venture,  the  L'Auberge  Venturer,  the  EW
         Venturer and Manager shall each execute and deliver the Mutual Release.

8.       Representations and Warranties.

         (a)      The L'Auberge Venturer, for itself and the Joint Venture,
represents and warrants to the EW Venturer as follows:

                 (i)   Each of the recitals set forth above is true and correct.

                  (ii) The  L'Auberge  Venturer is the Managing  Venturer of the
         Joint  Venture  and  has  not  assigned,  transferred,   encumbered  or
         hypothecated all or any portion of its interest in the Joint Venture.

                 (iii) The Joint Venture and the L'Auberge Venturer each has the
         legal power and authority,  by and through those persons executing this
         Agreement,   to  enter  into  this  Agreement  and  to  consummate  the
         transactions contemplated hereby, subject to the receipt of the consent
         of Lender as provided in Paragraph 4 above.

                  (iv)  Each of the  Agreements  contemplated  hereby  will when
         executed be a valid and binding obligation of the Joint Venture and the
         L'Auberge  Venturer  and will be  enforceable  in  accordance  with its
         terms,  subject to and limited by the effect of applicable  bankruptcy,
         insolvency,   fraudulent   transfer  or   conveyance,   reorganization,
         receivership,  moratorium  or other  similar  laws now or  hereafter in
         effect relating to or affecting the rights of creditors generally.

                   (v) No consent of any person  related to or  affiliated  with
         the L'Auberge Venturer which is not party to this Agreement, no consent
         of any  governmental  authority  and no  additional  consent other than
         those which have  already been or prior to the Closing will be obtained
         is required to be obtained in  connection  with or  resulting  from the
         execution,  delivery or performance of this Agreement or the agreements
         contemplated hereby by the L'Auberge Venturer.

                  (vi)  The  L'Auberge  Venturer  has not  filed  nor had  filed
         against it a petition in bankruptcy, made an assignment for the benefit
         of  creditors  or had a receiver  appointed  to take  custody of all or
         substantially all of its assets.

         (b)      The EW Venturer and Manager each represent and warrant to the
 Joint Venture and the L'Auberge Venturer as follows:

                   (i) Each of the recitals set forth above is true and correct.

                  (ii) The EW Venturer has not assigned, transferred, encumbered
      or hypothecated all or any portion of its interest in the Joint Venture.

                 (iii)  Manager and the  L'Auberge  Venturer  each has the legal
         power and  authority,  by and  through  those  persons  executing  this
         Agreement,   to  enter  into  this  Agreement  and  to  consummate  the
         transactions contemplated hereby, subject to the receipt of the consent
         of Lender as provided in Paragraph 4 above.

                  (iv)  Each of the  Agreements  contemplated  hereby  will when
         executed  be a valid  and  binding  obligation  of  Manager  and the EW
         Venturer and will be enforceable in accordance with its terms,  subject
         to and  limited by the  effect of  applicable  bankruptcy,  insolvency,
         fraudulent  transfer  or  conveyance,   reorganization,   receivership,
         moratorium or other similar laws now or hereafter in effect relating to
         or affecting the rights of creditors generally.

                   (v) No consent of any person  related to or  affiliated  with
         the EW Venturer  or Manager  which is not party to this  Agreement,  no
         consent of any governmental  authority and no additional  consent other
         than those  which have  already  been or prior to the  Closing  will be
         obtained is required to be  obtained in  connection  with or  resulting
         from the  execution,  delivery or  performance of this Agreement or the
         agreements contemplated hereby by the EW Venturer or Manager.

                  (vi) The EW Venturer has not filed nor had filed  against it a
         petition in bankruptcy, made an assignment for the benefit of creditors
         or had a receiver appointed to take custody of all or substantially all
         of its assets.

                 (vii)  Neither  the EW  Venturer  nor  Manager  has any  actual
         knowledge  of  any  fact,  condition  or  circumstance  related  to the
         physical, environmental,  operational and/or financial condition of the
         Project   that   has  not  been   disclosed   in   previous   physical,
         environmental,  operational and/or financial reports prepared for or on
         behalf of, and delivered  to, the Joint  Venture.  Notwithstanding  the
         foregoing  sentence,  the representations and warranties of Manager and
         the EW  Venturer  contained  in this  subparagraph  (vii)  shall not be
         deemed to modify the  provisions of the Property  Management  Agreement
         between  Manager and the Joint Venture or modify the  provisions of any
         development   agreement,    development    obligations   agreement   or
         construction agreement relating to the Project between the EW Venturer,
         on the one hand, and the Joint Venture or the L'Auberge Joint Venturer,
         on the other  hand,  including  any  express or implied  warranties  or
         statutes of limitation relating thereto.

         (c) The  representations and warranties set forth herein have been made
as of the date  hereof  and shall be deemed to have been made as of the  Closing
and shall survive the Closing.

9.       General Provisions.

         (a)  Severability.  The  provisions of this  Agreement  shall be deemed
severable.  If any provision  hereof shall be found  invalid,  illegal,  void or
unenforceable, in whole or in part, the remaining provisions or portions thereof
shall  remain  in full  force and  effect to the  maximum  extent  permitted  by
applicable  law. To the maximum extent  permitted by applicable  law, each party
hereby waives any provision of law which renders any provision of this Agreement
invalid, illegal, void or unenforceable.

         (b) Governing  Law. This  Agreement and all relations of the parties in
connection  herewith  shall be governed by and construed in accordance  with the
laws of the State of Arizona,  without  giving effect to the conflict of laws or
choice of law rules or laws of such jurisdiction.

         (c) Attorneys'  Fees and Costs. In the event any party fails to perform
any of its  obligations  under this  Agreement or in the event a dispute  arises
concerning the meaning or interpretation of any provision of this Agreement, the
defaulting  party or the party not  prevailing in such dispute,  as the case may
be,  shall pay any and all costs and  expenses  incurred  by the other  party in
enforcing or establishing its rights hereunder,  including,  without limitation,
court costs and reasonable  attorneys' fees. The prevailing party shall include,
without  limitation,  (i) a party who  dismisses  an action in exchange for sums
allegedly  due,  (ii) the party who  received  performance  from the other party
where such  performance is  substantially  equivalent to the relief sought in an
action,  or (iii) the party  determined to be the prevailing party by a court of
law, and the "party not prevailing" shall be the other party.

         (d)      Successors and Assigns.  This Agreement set forth herein shall
be binding upon, and inure to the benefit of, any successors and assigns of the
parties.

         (e) Entire  Agreement;  Modification.  This Agreement set forth herein,
together with the schedules and exhibits  attached hereto,  shall constitute the
entire  agreement  between the parties hereto with respect to the subject matter
hereof and supersedes all prior  negotiations and agreements with respect to the
subject matter  hereof.  This Agreement may be modified only by an instrument in
writing duly executed by the party sought to be bound by such modification.

         (f) Waivers. No breach of any covenant, condition,  agreement, warranty
or representation made in this Agreement shall be deemed waived unless expressly
waived in writing by the party who might assert such breach. Any such waiver may
be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any such waiver may be conditional. No such waiver shall be
deemed  to be a waiver of any  other  matter,  whenever  occurring  and  whether
identical, similar or dissimilar to the matter waived.

         (g) Notices.  All notices required or permitted by this Agreement shall
be in writing and may be delivered in person (by hand or by messenger or courier
service) or may be sent by regular  certified or registered  mail or U.S. Postal
Service Express Mail, with postage prepaid,  or by facsimile  transmission,  and
shall be  deemed  sufficiently  given if served  in a manner  specified  in this
Paragraph 9(g). The address of the L'Auberge  Venturer and the Joint Venture for
notice purposes shall be as follows:

                  Mr. Stephen B. Boyle
                  Canyon View Apartments
                  6655 Canyon Crest Drive
                  Tucson, Arizona 85750
                  Attention:  Rental Office
                  Facsimile No.: (520) 577-6703

With a copy to:

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

The address for the EW Venturer and Manager for notice purposes is as follows:

                  Evans Withycombe Management, Inc.
                  6991 East Camelback Road, Suite 200A
                  Scottsdale, Arizona 85251
                  Attention:  Stephen Evans
                  Facsimile No.: (602) 423-8843

With a copy to:

                  Ryley, Carlock & Applewhite
                  101 First Avenue, Suite 2600
                  Phoenix, Arizona 85003-1973
                  Attention:  Lynn T. Ziolko, Esq.
                  Facsimile No.: (602) 257-9582

Either party may by written notice to the other specify a different  address for
notice  purposes.  A copy of all notices  required or  permitted  to be given to
either  party  hereunder  shall be  concurrently  transmitted  to such  party or
parties  at such  addresses  as either  party  may from  time to time  hereafter
designate by written notice to the other.

         Any  notice  sent by  registered  or  certified  mail,  return  receipt
requested,  shall be deemed  given on the date of delivery  shown on the receipt
card, or if no delivery date is shown, the postmark thereon.  If sent by regular
mail the notice shall be deemed given  forty-eight  (48) hours after the same is
addressed as required herein and mailed with postage prepaid.  Notices delivered
by U.S.  Postal Service  Express Mail or overnight  courier that guarantees next
day delivery shall be deemed given  twenty-four (24) hours after delivery of the
same  to  the  United  States  Postal  Service  or  courier.  If any  notice  is
transmitted by facsimile transmission or similar means, the same shall be deemed
served or delivered upon telephone  confirmation of receipt of the  transmission
thereof,  provided  that a copy is also  delivered  by delivery or mail.  If any
notice is received on a Saturday,  Sunday or legal  holiday,  it shall be deemed
received on the next business day.

         (h) Further  Agreements and  Assurances.  Each party agrees promptly to
execute and  deliver  such other  documents  and to do such other acts as may be
requested  by  any  other  party  and  are  in the  reasonable  judgment  of the
requesting  party  necessary or  appropriate  to effectuate the purposes of this
Agreement.

         (i)  Headings;  Gender;  Number.  The  headings  of  the  sections  and
subsections  herein are inserted for  convenience  of reference only and are not
intended  to be a part of, or to affect the meaning or  interpretation  of, this
Agreement.  As used herein and as the context requires, a reference to the male,
female or neutral  gender  includes a  reference  to each  other  gender,  and a
reference  to the  singular or plural  number  includes a reference to the other
number.

         (j)  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  all of which shall be considered  one and the same  agreement and
each of which shall be deemed to constitute an original.

         (k)  Default;  Specific  Performance.  In the event that a party  shall
default in the  performance of any of its  obligations or agreements  hereunder,
the other party shall be entitled to specific  performance  of such  obligations
and  agreements  by the  defaulting  party,  in  addition  to any and all  other
equitable  and legal rights and  remedies  which such  non-defaulting  party may
have.

         (l) No Admission.  The parties  hereto have entered into this Agreement
and entered into the  negotiations  that led to this  Agreement,  solely for the
purpose of  compromising  and  settling  various  matters  in dispute  among the
parties.  This  Agreement,  and the  settlement  negotiations  that  led to this
Agreement,  however,  shall not  constitute  an  admission  of any  liability or
responsibility  by any party as to any matter  relating to the Joint  Venture or
the Project.

         (m)  Nondisclosure  of Terms.  Each of the parties hereto hereby agrees
not to disclose  the terms of this  Agreement or the  transactions  contemplated
hereby to any person or entity (other than its respective partners,  affiliates,
underwriters,  agents,  advisors,  officers or  employees  who need to know such
information  for the purpose of entering  into and  performing  the  obligations
under this  Agreement or any other person or entity to whom such  disclosure  is
required by law), except (i) with the prior written consent of each of the other
parties  hereto,  (ii) in connection with any required  financial  accounting or
other  required  reporting  or legal  proceedings  brought by any of the parties
hereto or their  respective  affiliates  to enforce  this  Agreement or (iii) in
compliance with applicable legal requirements.

         (n)      Simultaneous Closing.  Notwithstanding anything contained in
this Agreement or any of the Other Agreements to the contrary, the Closing shall
 not occur unless there occurs the simultaneous closing of the
transactions described in the Other Agreements.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.


SIN VACAS JOINT VENTURE,
an Arizona joint venture partnership

By:      Cluster Housing Properties,
         A California Limited Partnership,
         Managing Venturer

         By:      GP L'Auberge Communities, L.P.,
                  a California limited partnership,
                  General Partner

                  By:      L'Auberge Communities Inc.,
                           General Partner

                           By:      _________________________
                                    Stephen B. Boyle
                                    President

CLUSTER HOUSING PROPERTIES,
A CALIFORNIA LIMITED PARTNERSHIP

By:      GP L'Auberge Communities, L.P.,
         a California limited partnership,
         General Partner

         By:      L'Auberge Communities Inc.,
                  General Partner

                  By:      _________________________
                           Stephen B. Boyle
                           President                    [signatures continued.]

VILLA SIN VACAS LIMITED PARTNERSHIP,
an Arizona limited partnership

By:      EW Development Corp. IX, Inc.,
         an Arizona corporation
         its general partner

         By:      ____________________________
                  Name: ______________________
                  Title:______________________

EVANS  WITHYCOMBE  MANAGEMENT,  INC., an Arizona  corporation  formerly known as
Evans Withycombe, Inc.

By:      ____________________________
         Name: ______________________
         Title:______________________

The  undersigned  accepts  its  appointment  as  collection  agent  pursuant  to
Paragraph 5 above:

EVANS WITHYCOMBE MANAGEMENT, INC.,
an Arizona corporation

By:
         Name:
         Title: