PURCHASE AGREEMENT


                          DATED AS OF DECEMBER 31, 1996


                                     Between


                         GSSW-REO OWNERSHIP CORPORATION,


                            GSSW LIMITED PARTNERSHIP


                                       and


                           SOUTHWEST ASSOCIATES, L.P.


                                 With Respect to


        All of the General Partnership and Limited Partnership Interests
                         of certain Limited Partnerships




<PAGE>

                               PURCHASE AGREEMENT


     This Purchase  Agreement  ("Agreement")  is made and entered into this 31st
day of December,  1996, by and between  SOUTHWEST  ASSOCIATES,  L.P., a Delaware
limited   partnership  or  its  designee  (the  "Purchaser")  and  GSSW  Limited
Partnership,  a Texas limited partnership (the "Company") and GSSW-REO Ownership
Corporation,  a Texas corporation  ("GSSW-REO") (sometimes collectively referred
to as the "Seller").

                            Introductory Provisions:

     The  following  provisions  are true and correct and form the basis for and
are a part of this Agreement:

     A.  GSSW-REO  owns one hundred  percent  (100%) of the general  partnership
interests  (the  "General  Partnership  Interests")  of  each  of  the  Property
Partnerships  (as  hereinafter  defined),  which General  Partnership  Interests
represent  one percent (1%) of the legal and  equitable  ownership  interests in
each of the Property Partnerships.

     B. The Company owns one hundred  percent (100%) of the limited  partnership
interests (the "Limited  Partnership  Interests") of the Property  Partnerships,
which Limited Partnership  Interests represent  ninety-nine percent (99%) of the
legal and equitable ownership interests in each of the Property Partnerships.

     C. Seller  desires to sell to Purchaser and  Purchaser  desires to purchase
from GSSW-REO and the Company, the General Partnership Interests and the Limited
Partnership Interests,  respectively, on the terms and subject to the conditions
and other provisions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this  Agreement,  and for other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     The capitalized terms used herein will have the following meanings.

     "Affiliate" shall mean any Person that directly,  or indirectly through one
or more intermediaries,  controls,  is controlled by, or is under common control
with the Person.





<PAGE>

     "Agreement" shall mean this Purchase Agreement,  together with the exhibits
attached hereto and the Disclosure Schedule.

     "Allocated  Price" shall mean with respect to each  Property the portion of
the Purchase  Price  allocated with respect to such Property as shown on Exhibit
"B" hereto.

     "Assets and Properties"  shall mean all assets or properties of every kind,
nature,  character,  and description (whether real, personal,  or mixed, whether
tangible  or  intangible,  whether  absolute,  accrued,  contingent,  fixed,  or
otherwise,  and  wherever  situated)  as now  operated,  owned,  or  leased by a
specified Person (directly or indirectly),  including  without  limitation cash,
cash  equivalents,  securities,  accounts  and notes  receivable,  real  estate,
equipment, furniture, fixtures, goodwill, and going-concern value.

     "Assignment  of  Partnership   Interests"   shall  mean  an  Assignment  of
Partnership Interests in form and substance as set forth on Exhibit "A" attached
hereto.

     "Claim Notice" shall mean written notification of a Third Party Claim by an
Indemnified  Party to an  Indemnifying  Party  pursuant  to Section  9.2 hereof,
enclosing a copy of all papers served, if any.

     "Closing" shall mean the closing of the  transactions  contemplated by this
Agreement as provided in Section 2.3 hereof.

     "Closing Date" shall mean December 31, 1996.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Company" shall mean GSSW Limited Partnership, a Texas limited partnership.

     "Company's  Knowledge" shall mean the current actual knowledge of Thomas W.
Sabin,  Jr., Robert J. Graham and J. Kevin Rucker without any duty of inquiry or
investigation.

     "Contract" shall mean any written agreement,  Lease,  license,  sublicense,
promissory note, evidence of indebtedness,  guaranty (directly or indirectly) of
indebtedness, or other contract or commitment.

     "Control"  shall  mean  the  power  to  elect a  majority  of the  board of
directors or other governing body of any such Person or otherwise manage, direct
or govern the business operations or policies of such Person.

     "Damages"  shall mean any and all  monetary  damages,  liabilities,  fines,
fees,  penalties,  interest  obligations,  deficiencies,  losses,  and  expenses
(including  without  limitation  punitive,  treble,  or other exemplary or other
extra contractual damage amounts paid in settlement, interest,

<PAGE>

     court  costs,  costs of  investigation,  fees and  expenses  of  attorneys,
     accountants, appraisers and other experts).

     "Disclosure  Schedule"  shall mean the  disclosure  schedule dated the date
hereof  furnished  by the  Seller to the  Purchaser  and  containing  all lists,
descriptions, exceptions, and other information and materials as are required to
be included therein pursuant to this Agreement.

     "Environmental  Laws"  shall  mean  without  limitation  (a)  the  Resource
Conservation  and  Recovery  Act,  as amended by the  Hazardous  and Solid Waste
Amendments of 1984, as now or hereafter amended ("RCRA") (42 U.S.C.  Section6901
et  seq.),  (b)  the  Comprehensive  Environmental  Response,  Compensation  and
Liability   Act  of  1980,   as  amended  by  the   Superfund   Amendments   and
Reauthorization  Act of 1986, as now or hereafter amended  ("CERCLA") (42 U.S.C.
Section  9601 et seq.),  (c) the Clean  Water Act, as now or  hereafter  amended
("CWA") (33 U.S.C.  Section 1251 et seq.), (d) the Toxic Substances Control Act,
as now or hereafter  amended ("TSCA") (15 U.S.C.  Section 2601 et seq.), (e) the
Clean Air Act, as now or hereafter  amended  ("CAA") (42 U.S.C.  Section 7401 et
seq.),  (f) all  regulations  promulgated  under any of the  foregoing,  (g) any
local, state or foreign law, statute,  regulation or ordinance  analogous to any
of the  foregoing,  and (h) any other  federal,  state,  local,  or foreign  law
(including  any common  law),  statute,  regulation,  or  ordinance  regulating,
prohibiting,  or  otherwise  restricting  the  placement,   discharge,  release,
threatened  release,  generation,  treatment,  or  disposal  upon  or  into  any
environmental media of any Hazardous Materials.

     "Environmental  Noncompliance"  shall mean,  but is not limited to: (a) the
Release of any Hazardous Material into the environment,  any storm drain, sewer,
septic system or publicly owned treatment works, in violation of any effluent or
emission limitations,  standards or other criteria or guidelines  established by
any Environmental Law; (b) any  noncompliance of physical structure,  equipment,
process or premises with the  requirements of building or fire codes,  zoning or
land use  regulations or ordinances,  conditional  use permits and the like; (c)
any  noncompliance  with  federal,   state  or  local   requirements   governing
occupational safety and health; (d) any operations, procedures, designs, and the
like at or on any Property  which do not conform to the  statutory or regulatory
requirements  of any  Environmental  Law  (including  land use  regulations  and
ordinances) intended to protect public health, welfare and the environment;  (e)
the  failure  to  have   obtained   permits,   licenses,   variances   or  other
authorizations of any Governmental  Authority necessary for the legal use and/or
operation of any equipment,  process,  or any activity at any Property;  and (f)
the operation  and/or use of any process or equipment in violation of any permit
condition,  schedule of compliance,  administrative or court order and the like,
as any of the foregoing may be applicable to any Property.

     "Environmental  Reports" shall mean certain Phase I  environmental  reports
prepared by  environmental  consultants  covering each of the Properties as more
fully shown on Section 3.1(s) of the Disclosure Schedule.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended.

<PAGE>

     "GAAP" shall mean generally accepted  accounting  principles,  consistently
applied  throughout  the specified  period and in the  comparable  period in the
immediately preceding year.

     "GSSW-REO" shall mean GSSW-REO Ownership Corporation, a Texas corporation.

     "General  Partnership  Interests"  shall  have  the  meaning  set  forth in
Introductory Provision A herein.

     "Governmental  Authority" shall mean any and all applicable courts, boards,
agencies, commissions,  offices, or authorities of any nature whatsoever for any
governmental  unit  (federal,   state,  county,   district,   municipal,   city,
departmental or otherwise) whether now or hereafter in existence.

     "Ground  Lease" shall mean that certain  Lease made as of January 22, 1971,
by and between  Darrell A. Slack and Ida S. Slack as landlord  and APCO NO. 1, a
limited partnership,  as tenant, the leasehold interest of which was acquired by
Woodberry Forest-REO, L.P.

     "Hazardous Materials" shall mean any substance,  product matter,  material,
waste, solid,  liquid,  gas, or pollutant,  the generation,  storage,  disposal,
handling, recycling, release (or threatened release),  treatment,  discharge, or
emission of which is regulated,  prohibited,  or limited under any Environmental
Law and shall also include, without limitation,  (a) gasoline, diesel fuel, fuel
oil, motor oil, waste oil, and any other petroleum  hydrocarbons,  including any
additives  or  other  by-products   associated   therewith,   (b)  asbestos  and
asbestos-containing  materials in any form, (c) polychlorinated  biphenyls,  (d)
any  substance  the presence of which on any Property (i) requires  reporting or
remediation  under any  Environmental  Law;  (ii) causes or threatens to cause a
nuisance on any Property or poses or threatens to pose a hazard to the health or
safety of persons on any  Property;  or (iii) which,  if it emanated or migrated
from any  Property,  could  constitute a trespass,  nuisance or health or safety
hazard to persons on adjacent  property,  (e) radon, (f) urea  formaldehyde foam
insulation,  and  (g)  underground  storage  tanks,  whether  empty,  filled  or
partially filled with any substance.

     "Indemnified Party" shall mean a person or entity claiming  indemnification
under ARTICLE IX hereof.

     "Indemnifying  Party" shall mean a person or entity  against whom claims of
indemnification are being asserted under ARTICLE IX hereof.

     "IRS" shall mean the United States Internal Revenue Service.

     "Law"  shall  mean all  laws,  statutes,  ordinances,  rules,  decrees  and
regulations  of the United States of America or any state,  commonwealth,  city,
county,  municipality or department  thereof,  including without  limitation the
Americans with Disabilities Act.

<PAGE>

     "Leases" shall mean all leases, subleases, licenses or other agreements for
the use or occupancy of all or any part of any Property.

     "Lien" shall mean any  mortgage,  pledge,  assessment,  security  interest,
Lease,  lien,  adverse claim, levy, charge, or other encumbrance of any kind, or
any conditional sale contract,  title retention  contract,  or other contract to
give or to  refrain  from  giving  any of the  foregoing  other  than  Permitted
Exceptions.

     "Limited  Partnership  Interests"  shall  have  the  meaning  set  forth in
Introductory Provision B herein.

     "Material Adverse Effect" shall mean any effect that is materially  adverse
to the validity or  enforceability  of this Agreement,  the ability of Seller or
Purchaser,  as the case may be, to perform its obligations  under this Agreement
or the  business  or  condition  of  the  Company,  GSSW-REO  and  the  Property
Partnerships, or any Property individually or taken as a whole.

     "Mortgage  Liens" shall mean the liens created under the deeds of trust and
mortgages more particularly  described on Section 2.2 to the Disclosure Schedule
and securing certain indebtedness as more particularly identified thereon.

     "Notification" shall mean any summons, citation,  directive,  order, claim,
litigation, pleading, investigation,  proceeding, judgment, letter, or any other
written  communication  from  any  Governmental  Authority,  any  entity  or any
individual,  concerning any intentional or  unintentional  act or omission which
has resulted in or which may result in any Environmental Noncompliance.

     "Partnership  Interests" shall mean the Limited  Partnership  Interests and
the General Partnership Interests.

     "Permits"  shall  mean  all  permits,  consents,  licenses,   certificates,
approvals,  registrations,  and authorizations which are required by any Law for
operation of any Property.

     "Permitted Exceptions" shall mean the Permitted Liens and any and all other
restrictions,   easements,   encumbrances  and  other  exceptions   approved  by
Purchaser.

     "Permitted Liens" shall mean with respect to each Property (a) the Mortgage
Liens, (b) any lien for real property Taxes, assessments, and other governmental
charges that are not due and payable,  and (c) all of the matters  listed on the
Title Information.

     "Person" shall mean any natural person,  corporation,  general partnership,
limited partnership, proprietorship, trust, union, association, court, tribunal,
agency,  government  department,   commission,   self-regulatory   organization,
arbitrator,  board,  bureau,  instrumentality,   or  other  entity,  enterprise,
authority, or business organization.
<PAGE>

     "Property" shall mean the real property and improvements  thereon,  if any,
owned by a Property  Partnership as more fully described in Exhibit "C" attached
hereto.

     "Property  Partnership"  shall  mean each  limited  partnership  owner of a
Property as identified on Exhibit "D" attached hereto.

     "Property  Partnerships'  Partnership  Agreements"  shall mean the  limited
partnership  agreements and the  certificates of limited  partnership of each of
the  Property  Partnerships  as each  are  included  in  Section  3.1(d)  of the
Disclosure Schedule.

     "Purchase Price" shall have the meaning set forth in Section 2.2 hereof.

     "Purchaser"  shall mean  Southwest  Associates,  L.P.,  a Delaware  limited
partnership.
 
     "Purchaser's  Knowledge"  shall mean the current actual  knowledge of Steve
Galiotos,  Jeffrey L.  Goldberg and Thomas J. Saylak without any duty of inquiry
or investigation.

     "Purchaser-Related  Persons"  shall  mean  Purchaser,  together  with their
respective  Affiliates,  and the  officers,  directors,  employees,  agents  and
attorneys-in-fact of any such Persons.

     "Release"  shall  mean  releasing,  spilling,  leaking,  pumping,  pouring,
emitting,  emptying,  discharging,   ejecting,  escaping,  leaching,  disposing,
seeping, infiltrating, draining, or dumping of any Hazardous Material. This term
shall be interpreted to include both the present and past tense, as appropriate.

     "Seller" shall mean the Company and GSSW-REO.
 
     "Seller-Related  Persons" shall mean Seller, together with their respective
Affiliates, and the officers, directors, employees, agents and attorneys-in-fact
of any such Persons.

     "Seller's Tax Return"  shall mean all  appropriate  and necessary  Federal,
state and other  applicable Tax Returns which include,  on a consolidated or any
other reporting  basis,  the results of operations of the Company,  GSSW-REO and
each of the Property  Partnerships  for all taxable  periods ending on or before
the Closing Date.

     "SWLIC"  shall  mean  Southwestern  Life  Insurance  Company,  a Texas life
insurance company.

     "Taxes"  shall  mean  all  taxes,  charges,  fees,  levies,  guaranty  fund
assessments  or other similar  assessments  or  liabilities,  including  without
limitation income, gross receipts, ad valorem,  premium,  excise, real property,
personal   property,   windfall  profit,   sales,  use,   transfer,   licensing,
withholding,  employment,  payroll,  and  franchise  taxes imposed by the United
States  of  America  or  any  state,  local,  or  foreign  government,   or  any
subdivision,  agency,  or other similar  Person of the United States or any such
government; and such term shall include any interest, fines,
<PAGE>

penalties,  assessments, or additions to tax resulting from, attributable to, or
incurred in connection with any such tax or any contest or dispute thereof.

     "Tax Returns" shall mean any report,  return, or other information required
to be supplied by the Company, each Property  Partnership,  GSSW-REO and of each
consolidated or affiliated group of which the Company, each Property Partnership
or GSSW-REO has been a part to a taxing authority in connection with Taxes.

     "Title Information" shall mean those matters set forth in Section 3.1(l) of
the Disclosure Schedule.
 
     Unless the context of this Agreement otherwise  requires,  (a) words of any
gender are deemed to include each other gender;  (b) words using the singular or
plural number also include the plural or singular number, respectively;  (c) the
terms "hereof,"  "herein,"  "hereby,"  "hereto," and derivative or similar words
refer to this entire  Agreement;  (d) the terms  "ARTICLE" or "Section" refer to
the specified ARTICLE or Section of this Agreement;  (e) the term "party" means,
on the one hand,  the  Purchaser  and,  on the other hand,  the Seller;  (f) the
phrase "in the ordinary  course of business and  consistent  with past practice"
refers to the business,  operations,  affairs, and practice of the Company which
operations and practice are consistent with the prudent operations and practices
of Persons engaged in the ownership and operation of real properties  similar to
the Properties;  and (g) all references to "dollars" or "$" refer to currency of
the United States of America.


                                   ARTICLE II

                          SALE OF INTERESTS AND CLOSING

     Section  2.1  Purchase  and Sale of  Interests.  Subject  to the  terms and
conditions,  and in reliance upon the representations and warranties,  set forth
in  this  Agreement,  the  Company  and  GSSW-REO  agree  to  sell  the  Limited
Partnership Interests and the General Partnership  Interests,  respectively,  to
the  Purchaser and the Purchaser  agrees to purchase the  Partnership  Interests
from the Company and GSSW-REO at the Closing.

     Section  2.2  Purchase  Price.  The  purchase  price  for  the  Partnership
Interests is $109,218,558.00, plus $7,250,000.00 delivered in escrow pursuant to
an Escrow  Agreement of event date in relation to the  Partnership  Interests in
GSSW-REO Dallas, L.P., to the extent such Partnership  Interests are transferred
as provided  therein (the "Purchase  Price").  At the Closing,  the  outstanding
principal  balance (as of the Closing Date) of the  indebtedness  secured by the
Mortgage  Liens shall be  deducted  from the  Purchase  Price to obtain the cash
portion of the Purchase Price, subject to no other adjustment of any kind except
as expressly set forth in herein.  The cash portion of the Purchase  Price shall
be payable to the Company and GSSW-REO by the Purchaser at the Closing.

<PAGE>

     Section 2.3 Closing.

          (a) The Closing will take place at the offices of Winstead  Sechrest &
     Minick P.C., 5400 Renaissance Tower, 1201 Elm Street,  Dallas, Texas 75270,
     at 10:00 a.m., local time on the Closing Date.

          (b) At the Closing, the Purchaser will (i) pay the cash portion of the
     Purchase Price to Seller by wire transfer of funds immediately available in
     Dallas,  Texas,  to such account or accounts as Seller  specifies  and (ii)
     deliver to Seller such documents and  instruments  required to be delivered
     by the Purchaser under the terms of this Agreement.

          (c) At the  Closing,  Seller  will  deliver to the  Purchaser  (i) the
     Assignment of Partnership  Interests duly executed by Seller, and (ii) such
     other  documents and  instruments  required to be delivered by Seller under
     the terms of this Agreement.

          Section 2.4  Adjustments  as of the Closing  Date.  Rental income from
     each  Property,  real and  personal  property ad valorem  taxes,  insurance
     premiums  (if and to the extent that  policies  are  continued  for periods
     subsequent to the Closing Date),  utility charges,  common area maintenance
     charges  and  operating   charges  pursuant  to  any  reciprocal   easement
     agreements or similar  agreements,  rent and other charges under the Ground
     Lease, and other operating expenses of each Property,  shall be prorated to
     the Closing Date,  based upon actual days involved.  Except as set forth in
     Section 2.5  hereof,  Seller  shall be  entitled to receive all cash in the
     Property  Partnerships' accounts on the Closing Date (with the exception of
     $100 in each Property  Partnership account which amount will remain in each
     account).  Notwithstanding  the  foregoing,  all  escrow  accounts  of  the
     Property  Partnerships which are maintained in connection with the Mortgage
     Liens and having an aggregate  balance on the Closing  Date of  $546,298.00
     shall remain in place after Closing.  Seller shall be  responsible  for all
     real and personal  property taxes payable by any Property  Partnership  for
     any period prior to and  including the Closing  Date.  All accrued  charges
     (including  the  interest  payments  on the  Mortgage  Liens)  pursuant  to
     Contracts  and utility  charges  (whether or not  service is  continued  by
     Purchaser)  for periods  prior to and  including  the Closing Date shall be
     determined as of the Closing Date and paid by Seller ("Accrued  Expenses").
     Any of such Accrued Expenses for periods prior to and including the Closing
     Date  which  have  not  been  paid  and are not  reflected  on the  closing
     statement  prepared by Seller and Purchaser as of the Closing Date shall be
     paid by Seller prior to  delinquency  (subject to Seller's right to contest
     same). Seller shall receive all income of the Property Partnerships for the
     Closing  Date and bear all expenses of the  Property  Partnerships  for the
     Closing  Date. No proration  shall be made in relation to delinquent  rents
     existing as of the Closing  Date,  but  Purchaser  shall make a  good-faith
     attempt to cause each Property Partnership to collect the same for Seller's
     benefit after the Closing and after first applying any such rental payments
     so received to rents and late charges and the costs of  collection  thereof
     in each case  accruing  after  the  Closing  Date,  the  remainder  of such
     collections,  if any, shall be remitted to Seller  promptly upon receipt by
     Purchaser (up to the amount of such delinquent rents);  provided,  however,
     that nothing  contained  herein shall be construed to require  Purchaser to
     institute  any suit or  collection  procedure  to collect  such  delinquent
     rents. Purchaser need not attempt to collect

<PAGE>

     rents  that  are  more  than  ninety  days  delinquent  and  the  foregoing
     obligation  of Purchaser to remit any amounts in respect  thereof to Seller
     shall also terminate ninety days after the Closing Date. To the extent that
     the actual amount of all such charges,  expenses and income  referred to in
     this section are unavailable on the Closing Date, the foregoing  prorations
     shall be based on estimates using the most recently available statement for
     each such item to be prorated  (provided that, if the actual amount of real
     and  personal  property ad valorem  taxes and special  assessments  for the
     present tax year are not available,  the proration  shall be based upon the
     taxes for the  previous tax year) and, if after the Closing Date the actual
     amount  of any such  closing  proration  that was based on an  estimate  is
     determined to be more or less than the amount adjusted for at Closing,  the
     parties  shall  promptly  (but no later  than the date  which is the  first
     anniversary  of the Closing Date) adjust such  proration.  All  obligations
     under Leases with tenants set forth on Exhibit "E" attached  hereto,  shall
     remain  obligations of the Property  Partnership from and after the Closing
     Date for periods  occurring  after the Closing Date.  Seller shall promptly
     deliver to  Purchaser  any monies  received by any  Seller-Related  Persons
     after the Closing  Date that are for the account of  Purchaser  pursuant to
     the provisions of this Section 2.4.  Purchaser  shall  promptly  deliver to
     Seller any  monies  received  by any  Purchaser-Related  Persons  after the
     Closing that are for the account of Seller  pursuant to the  provisions  of
     this Section 2.4.

     Section  2.5   Security   Deposits.   All  security   deposits   (including
non-refundable  pet deposits in the amount of $125,000.00) and any prepayment of
rental or other  sums  attributable  to any  period  beyond  the  Closing  Date,
collected  (and,  except to the extent  previously  returned to tenants  whether
presently held) by any Property  Partnership under the terms of any Leases shall
be offset against the Purchase Price;  provided,  however, in any instance where
state law requires  that security  deposits be  segregated  and delivered to the
Purchaser,  the deposits so held  pursuant to such state law  together  with any
interest  accrued  thereon shall be delivered to Purchaser at the Closing and no
such offset  against  the  Purchase  Price  shall be made with  respect to those
deposits.

     Section  2.6 Title and Survey  Costs.  All costs and  expenses  incurred in
connection  with this  Agreement  or the  transactions  contemplated  herein and
related to title  commitments,  title updates,  owner and mortgagee  policies of
title  insurance,  endorsements,  surveys and  recording  and transfer  taxes or
similar related charges shall be the sole responsibility of Purchaser.

     Section 2.7 Insurance Deductibles.  Seller shall pay to Purchaser within 30
days  after  notice  from  Purchaser  the  amount of any  insurance  deductibles
pursuant to its existing insurance coverages which may be incurred by a Property
Partnership in relation to any litigation  matter described on Section 3.1(p) of
the Disclosure Schedule.

<PAGE>

                                   ARTICLE III

             COMPANY'S AND GSSW-REO'S REPRESENTATIONS AND WARRANTIES

     Section  3.1  Warranties  and  Representations  of  the  Company.   Company
represents  and warrants to Purchaser as of the date of this Agreement and as of
the Closing Date that:

          (a) Organization of the Company and Property Partnerships. The Company
     and  each  of the  Property  Partnerships  are  limited  partnerships  duly
     organized  and validly  existing  under the laws of the state set  opposite
     their name on Section  3.1(a) of the  Disclosure  Schedule and each has the
     requisite  organizational  power and authority to carry out its business as
     presently  conducted.  The principal place of business of the Company is in
     Dallas, Texas.

          (b)  Authority.  The execution  and delivery of this  Agreement by the
     Company and each other agreement,  instrument,  certificate and document to
     be executed by the Company  hereunder and the performance by the Company of
     its obligations under this Agreement have been duly and validly  authorized
     by all  necessary  partnership  action  on the  part of the  Company.  This
     Agreement constitutes a legal, valid, and binding obligation of the Company
     and is enforceable against the Company in accordance with its terms, except
     to the  extent  that (i)  enforcement  may be  limited by or subject to any
     bankruptcy, insolvency, reorganization,  moratorium, or similar Laws now or
     hereafter in effect relating to or limiting creditors' rights generally and
     (ii) the remedy of specific  performance  and injunctive and other forms of
     equitable  relief  are  subject to certain  equitable  defenses  and to the
     discretion of the court or other similar  person or entity before which any
     proceeding therefor may be brought.

          (c) Partnership Interests.

               (i)  The  Partnership  Interests  of  the  Property  Partnerships
          consist  solely  of  the  Limited  Partnership   Interests  which  are
          outstanding and 100% owned legally and beneficially by the Company and
          the General  Partnership  Interests which are outstanding and are 100%
          owned legally and beneficially by GSSW-REO;

               (ii) All of the Limited  Partnership  Interests  are owned by the
          Company  and all of the  General  Partnership  Interests  are owned by
          GSSW-REO  and each is free and clear of all  Liens,  and  neither  the
          Limited Partnership Interests nor the General Partnership Interests is
          the subject of any Contract  (other than this  Agreement)  under which
          any such  Lien  might  arise.  There  are no  outstanding  securities,
          rights,  subscriptions,  warrants,  options,  or Contracts (except for
          this  Agreement)  that  give  any  Person  the  right to  purchase  or
          otherwise receive or be issued any partnership interest

<PAGE>

          in  the  Company  or  any  Property   Partnership  or  any  rights  to
          participate  in the equity or income of the  Company  (except for this
          Agreement  and  the  Partnership  Agreement  of  the  Company)  or any
          Property Partnership.

          (d)  Partnership  Agreements;   Approval  of  Partners.  The  Property
     Partnerships'  Partnership Agreements are attached in Section 3.1(d) of the
     Disclosure Schedule and each is an accurate copy of each such agreement. No
     amendments or modifications have been made to any of such agreements except
     as shown on and attached in Section 3.1(d) of the Disclosure Schedule.  The
     Company has  obtained  all  necessary  approvals  from the  partners of the
     Company  and  the  partners  of the  Property  Partnerships  to  allow  the
     Purchaser to acquire the Partnership Interests on the Closing Date.
 
          (e) No Conflicts or  Violations.  The  execution  and delivery of this
     Agreement by the Company does not,  and the  performance  by the Company of
     the Company's  obligations under this Agreement and the consummation of the
     transactions contemplated hereby will not:

               (i)  violate  any  term  or  provision  of any  Law or any  writ,
          judgment,  decree,  or  injunction  applicable  to the  Company or any
          Property  Partnership,  except  such  violations  that  do not  have a
          Material Adverse Effect on the Company;

               (ii)  conflict  with or result in a violation or breach of any of
          the  provisions  of the  partnership  agreement  of the Company or any
          Property Partnership,  except such conflicts,  violations, or breaches
          that do not have a Material Adverse Effect on the Company; or

               (iii)  conflict  with or result in a  violation  or breach of any
          Contract to which the Company or any Property  Partnership is a party,
          except such  conflicts,  violations,  or  breaches  that do not have a
          Material Adverse Effect on the Company.

          (f)  Controlled  Entities.  Except as shown on  Section  3.1(f) of the
     Disclosure Schedule,  the Property Partnerships do not (nor in the past did
     the Property Partnerships) own (legally or beneficially) or Control (either
     directly or  indirectly)  any Person or any other Assets and  Properties or
     conduct or engage (nor in the past did the Property Partnerships conduct or
     engage) in any other businesses or operations.

          (g) Taxes.

               (i) Except as  disclosed in Section  3.1(g)(i) of the  Disclosure
          Schedule, all Federal, state and other applicable Tax Returns required
          to be filed by or with respect to the Property  Partnerships have been
          filed

<PAGE>

          and all Taxes  that are due and  payable by the  Property  Partnership
          have been paid.

               (ii)  Except as shown on  Section  3.1(g)(ii)  of the  Disclosure
          Schedule no deficiencies for Federal,  state or other applicable Taxes
          have been  claimed,  assessed  or, to  Company's  Knowledge,  proposed
          against the Company or GSSW-REO by any Governmental  Authority. To the
          Company's Knowledge,  except as set forth in Section 3.1(g)(ii) of the
          Disclosure  Schedule,  there  are no  pending  or  threatened  audits,
          investigations  or claims for or relating to any  liability in respect
          of Federal,  state or other applicable Taxes, and there are no matters
          under  discussion with any  Governmental  Authorities  with respect to
          Federal,  state or other  applicable  Taxes  that  could  result in an
          assessment  of Federal,  state or other  applicable  Taxes against the
          Company or GSSW-REO.  Audits of Federal, state or other applicable Tax
          Returns by the relevant  taxing  authorities  have been  completed for
          each period shown on Section  3.1(g)(ii) of the  Disclosure  Schedule,
          and, except as shown on Section 3.1(g)(ii) of the Disclosure Schedule,
          none of the Property  Partnerships  has been  notified that any taxing
          authority  intends to audit a Federal,  state or other  applicable Tax
          Return for any other period. Complete copies of all Federal income tax
          schedules  and reports  relating to the  operation  of the Company and
          each of the  Property  Partnerships  and all  reports  received by the
          Company from the IRS relating to  examinations  thereof have been made
          available for Purchaser's review.

               (iii) Since its creation each Property Partnership has maintained
          a status such that each Property Partnership is taxed as a partnership
          for Federal, state and local tax purposes.

          (h)  Compliance  With Laws.  Except as shown on Section  3.1(h) of the
     Disclosure  Schedule,  no Property  Partnership (as opposed to the Property
     owned by such Property Partnership) is in violation of any Law or any writ,
     judgment,  decree,  injunction, or similar order applicable to such entity,
     which  violation  has or may  reasonably  be  expected  to have a  Material
     Adverse Effect.

               (i)  Financial  Statements.  Section  3.1(i)  of  the  Disclosure
          Schedule sets forth (i) the audited  consolidated  balance  sheets and
          statements of income  partners'  capital  accounts and cash flow as of
          and for the fiscal year ended 1995 for the Company which  includes all
          assets and  liabilities  of GSSW-REO  and of the  respective  Property
          Partnerships as of the date thereof,  (ii) the unaudited  consolidated
          balance sheets and statements of income,  partners'  capital  accounts
          and cash flow  statements as of and for the fiscal year ended 1995 for
          each of the Property Partnerships and (iii) unaudited

<PAGE>

          balance sheets and statements of income,  partners'  capital  accounts
          and cash flow  statements as and for the months ended October 31, 1996
          for each of the Property  Partnerships  (collectively  the  "Financial
          Statements").  The Financial Statements  (including the notes thereto)
          have been  prepared in  accordance  with GAAP and  present  fairly the
          financial  condition  of the  Property  Partnerships  for such periods
          (including  all  liabilities  or  obligations  of  any  kind  (whether
          accrued,  absolute,  fixed or contingent) of the Property  Partnership
          for such period and no other material  liabilities  have been incurred
          for the period  commencing  November 1, 1996 and ending on the Closing
          Date other than as set forth on the Disclosure  Schedule and there has
          been no change in the financial  condition as reflected  therein since
          the dates of such  Financial  Statements  that  would  have a Material
          Adverse Effect.

               (j)  Intercompany   Liabilities.   Except  as  reflected  in  the
          Financial  Statements,  or  except as shown on  Section  3.1(j) of the
          Disclosure Schedule, (i) there are no Liabilities between any Property
          Partnership and the Company or any other Affiliate of the Company, and
          (ii) neither the Company nor any Affiliate of the Company  provides or
          causes to be  provided  to the  Property  Partnerships  any  products,
          services, equipment, facilities, or similar items.

               (k)  Operations  Insurance.  Section  3.1(k)  of  the  Disclosure
          Schedule  contains a complete  list of all material fire and casualty,
          liability  and other  similar  insurance  Contracts  that  insure  the
          business,  operations  or  affairs  of the  Company  or  any  Property
          Partnership or affect or relate to the ownership, use or operations of
          the Properties.  All such insurance is in full force and effect and to
          the  Company's  Knowledge  is with  financially  sound  and  reputable
          insurers and, in light of the  respective  business,  operations,  and
          affairs of the Company,  is in amounts and provides  coverage that are
          reasonable and customary for Persons in similar businesses.

               (l) Title to Property.

                    (i)  Each   Property   Partnership   other  than   Woodberry
               Forest-REO,  L.P. has good and  indefeasible  fee simple title to
               the  Property it owns,  free and clear of all Liens,  conditions,
               exceptions,  or reservations,  except the Permitted Exceptions in
               respect of each such Property.

                    (ii) Woodberry Forest-REO,  L.P. has good leasehold title to
               the  Property  known as  Woodberry  Forest  free and clear of all
               Liens,  conditions,   exceptions,  or  reservations,  except  the
               Permitted Exceptions in respect of such Property.

                    (iii)  With  respect to the Ground  Lease:  (A) such  Ground
               Lease is in full force and effect;  (B) the Company has delivered
               to Purchaser a correct copy of such Ground Lease  (including  all
               amendments,  modifications and supplements thereto);  (C) neither
               the Company


<PAGE>

               nor the  Property  Partnership  which is a party  to such  Ground
               Lease has received any notice of default under such Ground Lease;
               (D)  neither  the  Property  Partnership  that is a party  to the
               Ground Lease nor to the Company's  Knowledge the lessor under the
               Ground  Lease is in  default  thereunder;  and (E) rent and other
               charges in respect  of the  Ground  Lease have been paid  through
               December 31, 1996.

               (m) Not a Foreign Person. Seller is not a "foreign person" but is
          a "United  States  person"  as such terms are  defined in the  Foreign
          Investment  in Real Property Tax Act of 1980 and Section 1445 and 7701
          of the Code;  that is to say,  Seller is a citizen or  resident of the
          United States, a domestic partnership,  a domestic corporation,  or an
          estate or trust which is not a foreign  estate or foreign trust within
          the meaning of Section 7701(a)(31) of the Code.

               (n) No  Condemnation.  To the  Company's  Knowledge,  there is no
          pending condemnation  proceeding affecting any Property or any portion
          thereof,  and neither Seller nor any Property Partnership has received
          any written notice of any such proceeding,  and neither Seller nor any
          Property  Partnership  has  received  any  written  notice  or has any
          knowledge that any such proceeding is contemplated.

               (o) No  Violations of Law.  Except as shown on Section  3.1(o) of
          the Disclosure  Schedule,  to the Company's  Knowledge,  the continued
          ownership,  operation,  use,  and  occupancy  of each  Property by the
          respective  Property  Partnership  does not  violate  any Law.  To the
          Company's Knowledge,  there are no violations of any Law affecting any
          portion of any Property  and to the  Company's  Knowledge,  no written
          notice of any such  violation by any  Governmental  Authority has been
          received by any Property Partnership.

               (p) No  Litigation.  Except  as shown on  Section  3.1(p)  to the
          Disclosure Schedule there is no action, suit, proceeding, arbitration,
          unsatisfied  order or judgment,  governmental  investigation  or claim
          against or affecting any Property or any portion thereof, or affecting
          any  Property  Partnership  or  relating  to or  arising  out  of  the
          ownership,  operation,  use or occupancy of any  Property,  pending or
          being prosecuted before or by any Governmental  Authority or otherwise
          of which Seller has received  notice nor, to the Company's  Knowledge,
          is any such action, suit, proceeding,  arbitration,  unsatisfied order
          or judgment,  governmental  investigation or claim threatened or being
          asserted.

               (q) No Other Contracts.  Except for the Permitted  Exceptions and
          as shown on  Section 3.1(q) of the Disclosure  Schedule,  there are no
          Contracts relating to any Property or any portion thereof.


<PAGE>

               (r)  No  Bankruptcy  or  Insolvency  Proceedings.  There  are  no
          attachments,  executions,  assignments  for the benefit of  creditors,
          receiverships,    conservatorships   or   voluntary   or   involuntary
          proceedings  in bankruptcy or pursuant to any other debtor relief laws
          filed by SWLIC,  the Company,  GSSW-REO,  any Property  Partnership or
          pending against any Property Partnership or any Property.

               (s)  Environmental.  To  the  Company's  Knowledge,  there  is no
          Environmental  Noncompliance  with respect to any Property,  except as
          shown on the Environmental Reports set forth on Schedule 3.1(s) of the
          Disclosure   Schedule.   No  Property  Partnership  has  received  any
          Notification from any Governmental Authority alleging any violation of
          any Environmental Law.

               (t) Brokers. All negotiations  relative to this Agreement and the
          transactions  contemplated hereby have been carried out by the Company
          and GSSW-REO directly with Purchaser,  without the intervention of any
          Person on behalf of the Company and GSSW-REO in such manner as to give
          rise to any valid claim by any Person against Purchaser for a finder's
          fee, brokerage commission, or similar payment.

               (u) Leases;  Rent Rolls.  With respect to each  Property,  a rent
          roll as of December  24,  1996 is  attached  as Section  3.1(u) of the
          Disclosure  Schedule  and each of such rent rolls is true and complete
          in  all  material  respects.   No  tenant  at  any  Property  that  is
          multifamily residential property (a "Residential Property") is subject
          to any rent-control Law. None of the Residential Properties is subject
          to any Law relating to  low-income or  moderate-income  housing or any
          rent-subsidy program provided by any Governmental Authority. Except as
          shown on Section 3.1(u) of the Disclosure Schedule, no rent concession
          or deferral  agreements  (whether  written or oral) are  presently  in
          effect with respect to any tenant of the Residential Properties.  With
          respect to any Property  which is a commercial  or retail  property (a
          "Commercial Property"), such Commercial Property is not subject to any
          Lease except as  disclosed on the rent roll.  The Company has provided
          Purchaser  with  true and  correct  copies  of all  Leases  (including
          amendments  and  modifications  thereto)  relating to such  Commercial
          Properties.  There are no outstanding tenant  improvement  allowances,
          outstanding  leasing  commissions or deferred rent  abatements for any
          Commercial  Property  Leases  except  as shown  on  Exhibit  "E".  The
          Commercial  Property  Leases are in full force and effect and  neither
          the Company nor any Property Partnership has delivered or received any
          notice of any default under any such Commercial  Property Leases which
          has not been resolved as of the date hereof.

               (v)  Employees;   Employment  Contracts.   Neither  the  Company,
          GSSW-REO,  nor any Property  Partnership (i) has (nor have any of such
          parties ever had) any employees, (ii) is (nor have any of such parties
          ever  been)  a  party  to or is  bound  by any  collective  bargaining
          agreement or other contract with a labor union, or (iii) has (nor have
          any of such parties had) any  obligations or liabilities  arising from
          or relating to the  employment  of any  individual  and did not at any
          time on or after the effective date of

<PAGE>

               ERISA  maintain,  contribute to or otherwise  have any obligation
               with respect to any "employee benefit plan" within the meaning of
               section 3(3) of ERISA.

               (w)  Consents.  Except  as set  forth on  Section  3.1(w)  of the
          Disclosure Schedule, no consent,  license,  approval, order, permit or
          authorization of any Governmental Agency is required to be obtained or
          made, and no consent of any mortgagee  under any of the Mortgage Liens
          is required to be  obtained  and no consent of any other third  party,
          including  the  landlord  under the Ground  Lease,  is  required to be
          obtained  by  the  Seller  or  any of  the  Property  Partnerships  in
          connection  with  the  execution,  delivery  and  performance  of this
          Agreement and any of the transactions contemplated hereby.

               (x)  Mortgage  Liens.  Section  2.2  to the  Disclosure  Schedule
          includes true and correct  copies of the promissory  notes,  mortgages
          and deeds of trust (including any and all amendments and modifications
          thereto)  constituting the Mortgage Liens.  The outstanding  principal
          balances of the  indebtedness as of December 31, 1996 (after deducting
          the January 1, 1997 scheduled payments which have been paid by Seller)
          and  the  maturity  dates  are as  shown  on  Section  2.2  and to the
          Company's  Knowledge,  no  default  exists  under  any of  the  notes,
          mortgages or deeds of trust which remains uncured.

               (y) Personal Property.  Each Property  Partnership has good title
          to the machinery,  apparatus,  equipment or other fixtures, furniture,
          furnishings,  fittings,  appliances  and other  articles  of  personal
          property  located at such  Property and used in  connection  with such
          Property  except for (i) software  owned by the  management  companies
          managing the Properties (ii) property owned by tenants;  and (iii) the
          items set forth on Section 3.1(q) of the Disclosure Schedule.

               (z) Taxes and  Assessments.  Neither the Company nor any Property
          Partnership has received any notice of, nor to the Company's Knowledge
          are there any, material  non-recurring or special taxes or assessments
          or any  planned  public  improvements  that may  result in a  material
          non-recurring  or  special  tax  or  assessment  with  respect  to any
          Property  Partnership  or any Property  other than as set forth in the
          Permitted Exceptions.

               (aa) Mechanic's Liens. To the Company's  Knowledge,  there are no
          disputes pending between any Property  Partnership and any mechanic or
          materialman  with  respect  to  work  or  materials  furnished  to any
          Property  on  behalf of any  Property  Partnership  which  could or is
          likely to result in a  mechanic's  or  materialman's  lien being filed
          against  any  Property  and  Seller is not aware of any work which has
          been performed or materials  which have been supplied which are likely
          to give rise to such a dispute.

               (bb) Streets and Roads. To the Company's Knowledge,  no change in
          the route,  grade or width of, or  otherwise  affecting  any street or
          road  adjacent to or serving any  Property  that would have a Material
          Adverse Effect has been proposed or is contemplated.

<PAGE>


               (cc) Operation of Properties. Since November 15, 1996, Seller has
          caused each Property to be managed in the ordinary  course of business
          and consistent with past practices.

     Section 3.2 Warranties and Representations of GSSW-REO. GSSW-REO represents
and warrants to Purchaser as of the date of this Agreement and as of the Closing
Date that:

          (a) Organization of GSSW-REO. GSSW-REO is a corporation duly organized
     and  validly  existing  under  the laws of the  state of Texas  and has the
     requisite  corporate  power  and  authority  to carry out its  business  as
     presently  conducted.  The  principal  place of  business of GSSW-REO is in
     Dallas, Texas.

          (b)  Authority.  The  execution  and  delivery  of this  Agreement  by
     GSSW-REO  and the  performance  by GSSW-REO of its  obligations  under this
     Agreement have been duly and validly authorized by all necessary  corporate
     action on the part of the  GSSW-REO.  This  Agreement  constitutes a legal,
     valid,  and binding  obligation of GSSW-REO and is enforceable  against the
     GSSW-REO  in  accordance  with its  terms,  except to the  extent  that (i)
     enforcement  may be limited by or  subject to any  bankruptcy,  insolvency,
     reorganization,  moratorium,  or similar  Laws now or  hereafter  in effect
     relating to or limiting  creditors' rights generally and (ii) the remedy of
     specific performance and injunctive and other forms of equitable relief are
     subject to certain equitable defenses and to the discretion of the court or
     other similar person or entity before which any proceeding  therefor may be
     brought.

          (c) No Conflicts or  Violations.  The  execution  and delivery of this
     Agreement  by GSSW-REO  does not,  and the  performance  by GSSW-REO of the
     GSSW-REO's obligations under this Agreement will not:

               (i)  violate  any  term  or  provision  of any  Law or any  writ,
          judgment,  decree, or injunction  applicable to GSSW-REO,  except such
          violations that do not have a Material Adverse Effect;

               (ii)  conflict  with or result in a violation or breach of any of
          the  provisions of the articles or  certificate  of  incorporation  or
          bylaws of GSSW-REO,  except such  conflicts,  violations,  or breaches
          that do not have a Material Adverse Effect; or

               (iii)  conflict  with or result in a  violation  or breach of any
          Contract  to which the  GSSW-REO is a party,  except  such  conflicts,
          violations, or breaches that do not have a Material Adverse Effect.


<PAGE>

                                   ARTICLE IV

                               SELLER'S COVENANTS

     Section  4.1  Assignment  of  Claims.  On or before  the  Closing  Date the
Property  Partnerships  shall transfer to the Company,  or its designee,  to the
extent such claims shall be  transferable,  pursuant to the assignment  attached
hereto as Exhibit  "F" all  insurance  claims  filed or pending by the  Property
Partnerships  as of the  Closing  Date and there  shall be no  reduction  in the
Purchase Price due to such transfers.  If the claims set forth on Exhibit"F" are
not transferable,  Purchaser or any Purchaser-Related  Person agrees to transfer
any and all  recoveries  in  relation  to such  claims to Seller  promptly  upon
receipt of any and all such  recoveries  less any actual  expenses  incurred  in
collecting such recoveries.
 
     Section 4.2 Books and Records. On the Closing Date, the Seller will deliver
to Purchaser or will make  available to Purchaser  all books and records of each
of the Property  Partnerships  that are in the possession of Seller,  including,
without  limitation,  all plans and specifications  relating to any Property (in
Seller's  possession),  all of the Leases,  Contracts,  documents or instruments
creating  or  evidencing  the  indebtedness  secured  by the  Mortgage  Liens or
otherwise  related  to the  Mortgage  Liens,  the Title  Information,  all other
insurance  policies and  certificates  related to the Properties and any and all
bank account records related to any security  deposits  required by state law to
be separately  maintained as described in Section 2.5 and any other bank account
which will  continue to be owned by any Property  Partnership  after the Closing
Date. If at any time after the Closing Date the Company or GSSW-REO discovers in
its  possession or under its control any other books and records of any Property
Partnership, the Company or GSSW-REO, as applicable, will deliver such books and
records to Purchaser.


                                    ARTICLE V

             REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

     Section 5.1 Purchaser  hereby  represents  and warrants to Seller as of the
date hereof and as of the Closing Date as follows:

          (a) Organization.  Purchaser is a limited  partnership duly organized,
     validly  existing,  and in good standing under the Laws of Delaware and has
     the requisite  partnership power and authority to enter into this Agreement
     and to perform its obligations under this Agreement.

          (b)  Authority.  The  execution  and  delivery  of this  Agreement  by
     Purchaser and the  performance by Purchaser of its  obligations  under this
     Agreement   have  been  duly  and  validly   authorized  by  all  requisite
     partnership action on the part of Purchaser.  This Agreement  constitutes a
     legal,  valid,  and binding  obligation  of  Purchaser  and is  enforceable
     against  Purchaser in accordance with its terms,  except to the extent that
     (i)

<PAGE>

     enforcement  may be limited by or  subject to any  bankruptcy,  insolvency,
     reorganization,  moratorium,  or similar  Laws now or  hereafter  in effect
     relating to or limiting creditors,  rights generally and (ii) the remedy of
     specific performance and injunctive and other forms of equitable relief are
     subject to certain equitable defenses and to the discretion of the court or
     other similar person or entity before which any proceeding  therefor may be
     brought.

          (c) No Conflicts or  Violations.  The  execution  and delivery of this
     Agreement  by  Purchaser  do  not,  and the  performance  by  Purchaser  of
     Purchaser's obligations under this Agreement will not:

               (i) violate any term or  provision of any  applicable  Law or any
          writ, judgment, decree, or injunction applicable to Purchaser,  except
          such violations that do not have a Material Adverse Effect;

               (ii)  conflict  with or result in a violation or breach of any of
          the  provisions of the articles or  certificate  of  incorporation  or
          bylaws of Purchaser,  except such conflicts,  violations,  or breaches
          that do not have a Material Adverse Effect; or

               (iii)  conflict  with or result in a  violation  or breach of any
          Contract  to  which  Purchaser  is a  party,  except  such  conflicts,
          violations, or breaches that do not have a Material Adverse Effect.

          (d) Litigation.  There is no action,  suit, or proceeding  pending, or
     (to the knowledge of Purchaser) threatened, against Purchaser, at Law or in
     equity,  in,  before,  or by  any  person  or  entity  that,  if  adversely
     determined, would have a Material Adverse Effect.

          (e)  Purchase  for  Investment.  The  Partnership  Interests  will  be
     acquired by Purchaser for its own account for the purpose of investment and
     not for the purpose or with the intent of a distribution  or other sale and
     disposition thereof.  Purchaser will refrain from transferring or otherwise
     disposing of any of the Partnership Interests,  or any interest therein, in
     such manner as to violate any  provisions of the Securities Act of 1933, as
     amended,  or of any  securities  Laws of any  state or  other  jurisdiction
     regulating the disposition thereof.

          (f)  Brokers.  All  negotiations  relative to this  Agreement  and the
     transactions  contemplated  hereby  have  been  carried  out  by  Purchaser
     directly with the Company and its Affiliates,  without the  intervention of
     any  Person on behalf of  Purchaser  in such  manner as to give rise to any
     valid  claim by any Person  against  the  Company or its  Affiliates  for a
     finder's fee, brokerage commission, or similar payment.


<PAGE>

          Section 5.2 Properties.  WITH RESPECT TO THE INTEREST IN EACH PROPERTY
     BEING ACQUIRED BY PURCHASER BY VIRTUE OF THE ASSIGNMENT OF THE  PARTNERSHIP
     INTERESTS  PROVIDED  HEREIN,  EXCEPT  AS  EXPRESSLY  PROVIDED  HEREIN,  THE
     INTEREST  IN EACH  PROPERTY  EXCEPT  AS  EXPRESSLY  PROVIDED  HEREIN TO THE
     CONTRARY  IS  ACQUIRED  ON AN AS IS,  WHERE IS AND WITH ALL  FAULTS  BASIS,
     WITHOUT  REPRESENTATIONS,  WARRANTIES OR COVENANTS,  EXPRESS OR IMPLIED, OF
     ANY KIND OR NATURE. PURCHASER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND
     PRIVILEGES  ARISING  OUT  OF,  OR  WITH  RESPECT  OR IN  RELATION  TO,  ANY
     REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH
     MAY HAVE  BEEN MADE OR  GIVEN,  OR WHICH MAY HAVE BEEN  DEEMED TO HAVE BEEN
     MADE OR GIVEN, BY THE SELLER OR SELLER-RELATED  PERSONS EXCEPT AS OTHERWISE
     SPECIFICALLY  PROVIDED  HEREIN.  EXCEPT AS  SPECIFICALLY  PROVIDED  HEREIN,
     PURCHASER  HEREBY TAKES SUBJECT TO ALL RISK AND LIABILITY  (AND AGREES THAT
     EXCEPT AS  SPECIFICALLY  PROVIDED  NEITHER  THE  SELLER  OR  SELLER-RELATED
     PERSONS SHALL BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR
     OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE,
     CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF ANY PROPERTY.

          WITHOUT  LIMITING THE ABOVE GENERAL  PROVISIONS,  IT IS UNDERSTOOD AND
     AGREED THAT EXCEPT AS EXPRESSLY  PROVIDED  HEREIN TO THE CONTRARY,  NEITHER
     THE SELLER NOR SELLER-RELATED  PERSONS IS MAKING AND SPECIFICALLY DISCLAIMS
     ANY  WARRANTIES OR  REPRESENTATIONS  OF ANY KIND OR  CHARACTER,  EXPRESS OR
     IMPLIED, AS TO (1) MATTERS OF TITLE, (2) ZONING, (3) TAX CONSEQUENCES,  (4)
     PHYSICAL OR ENVIRONMENTAL  CONDITIONS,  (5) AVAILABILITY OF ACCESS, INGRESS
     OR  EGRESS,  (6)  OPERATING  HISTORY OR  PROJECTIONS,  (7)  VALUATION,  (8)
     GOVERNMENTAL APPROVALS, (9) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR
     THING RELATING TO OR AFFECTING ANY PROPERTY, INCLUDING, WITHOUT LIMITATION:
     (A) THE VALUE, CONDITION,  MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY,
     SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF ANY PROPERTY, (B)
     THE MANNER OR QUALITY OF THE  CONSTRUCTION OR MATERIALS  INCORPORATED  INTO
     ANY  PROPERTY,  AND (C) THE  MANNER,  QUALITY,  STATE OF  REPAIR OR LACK OF
     REPAIR OF ANY PROPERTY. PURCHASER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES
     THAT EXCEPT AS SPECIFICALLY PROVIDED, NEITHER THE SELLER NOR SELLER-RELATED
     PERSONS  IS  REPRESENTING  OR  WARRANTING  THAT  ANYTHING  CAN OR  WILL  BE
     ACCOMPLISHED  THROUGH PURCHASER'S OR THE SELLER NOR SELLER-RELATED  PERSONS
     EFFORTS  WITH REGARD TO THE  PLANNING,  PLATTING  OR ZONING  PROCESS OF ANY
     CITY, COUNTY, OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS OR
     ENTITIES IN RELATION TO ANY PROPERTY.  PURCHASER FURTHER  ACKNOWLEDGES THAT
     NEITHER THE SELLER NOR SELLER-RELATED  PERSONS HAS WARRANTED,  AND DOES NOT
     HEREBY WARRANT,

<PAGE>

     THAT,  EXCEPT AS SPECIFICALLY  PROVIDED HEREIN,  ANY PROPERTY NOW OR IN THE
     FUTURE  WILL MEET OR  COMPLY  WITH THE  REQUIREMENTS  OF ANY  SAFETY  CODE,
     ENVIRONMENTAL  LAW  OR  REGULATION  OF  THE  STATE,  CITY,  COUNTY,  OR ANY
     AUTHORITY,  BOARD,  AGENCY OR OTHER ENTITY HAVING AUTHORITY OR JURISDICTION
     OVER ANY OF THE PROPERTIES.


                                   ARTICLE VI

                     CONDITIONS TO OBLIGATIONS OF PURCHASER

     The obligations of Purchaser  hereunder are subject to the fulfillment,  at
or before the Closing, of each of the following  conditions (all or any of which
may be waived in whole or in part by Purchaser):

     Section  6.1  Representations  and  Warranties.   The  representations  and
warranties  made  by  the  Company  and  GSSW-REO  in  this  Agreement  and  the
disclosures of the Company and GSSW-REO in the Disclosure Schedule and all other
schedules and exhibits attached hereto shall be true in all material respects as
of the date hereof and shall be true in all  material  respects on and as of the
Closing Date as though such  representations,  warranties and  disclosures  were
made on and as of the Closing Date.

     Section 6.2  Performance.  Seller shall have  performed and complied in all
material respects with all agreements,  covenants,  obligations,  and conditions
required by this  Agreement to be so performed or complied  with by Seller at or
before the Closing Date.

     Section 6.3 No Injunction. There shall not be in effect on the Closing Date
any  writ,  judgment,  injunction,  decree,  or  similar  order of any  court or
Governmental  Authority,  or  otherwise,  restraining,  enjoining,  or otherwise
preventing  consummation  of  any  of  the  transactions  contemplated  by  this
Agreement.

     Section 6.4 No Proceeding  or  Litigation.  There shall not be  instituted,
pending,  or (to the best  knowledge  of Purchaser  or Seller)  threatened,  any
action, suit, investigation,  or other proceeding in, before, or by any court or
Governmental Authority to restrain, enjoin, or otherwise prevent consummation of
any of the transactions contemplated by this Agreement.

     Section 6.5 Seller's  Closing  Deliveries.  Seller shall have  delivered to
Purchaser on or before the Closing the following:

          (i) the Assignment of Partnership Interests;

          (ii) FIRPTA Certificates; and

<PAGE>

          (iii)  such  other  documents  and  instruments  as may be  reasonably
     required in order to consummate the transactions contemplated hereunder.

     Section 6.6 Termination of Management Agreements. All Management Agreements
listed on Schedule 3.1(q) of the Disclosure  Schedule shall have been terminated
by Seller as of the Closing Date.  Seller and Purchaser  shall each pay one-half
of the amount of any sums which are payable under such Management  Agreements by
reason  of such  termination  as of the  Closing  Date,  but in no  event  shall
Purchaser  be  responsible  for  more  than  $60,000  of such  obligations.  The
provisions of this Section 6.5 shall surviving Closing.

     Section 6.7 Insurance.  The Seller will cause each Property  Partnership to
cancel existing insurance coverages  (including casualty and liability coverage)
with  respect to each  Property as of midnight on the Closing Date at no cost or
expense to Purchaser.



                                   ARTICLE VII

                       CONDITIONS TO OBLIGATIONS OF SELLER

     The obligations of Seller hereunder are subject to the  fulfillment,  at or
before the Closing, of each of the following conditions (all or any of which may
be waived in whole or in part by Seller):

     Section  7.1  Representations  and  Warranties.   The  representations  and
warranties  made by  Purchaser in this  Agreement  shall be true in all material
respects as of the date hereof and shall be true in all material respects on and
as of the Closing Date as though such  representations  and warranties were made
on and as of the Closing Date.

     Section 7.2 Performance. Purchaser shall have performed and complied in all
material respects with all agreements,  covenants,  obligations,  and conditions
required by this  Agreement to be so performed or complied  with by Purchaser at
or before the Closing Date.

     Section 7.3 No Injunction. There shall not be in effect on the Closing Date
any  writ,  judgment,  injunction,  decree,  or  similar  order of any  court or
Governmental  Authority,  or  otherwise,  restraining,  enjoining,  or otherwise
preventing  consummation  of  any  of  the  transactions  contemplated  by  this
Agreement.

     Section 7.4 No Proceeding  or  Litigation.  There shall not be  instituted,
pending,  or (to the knowledge of Purchaser or Seller)  threatened,  any action,
suit,  investigation,  or  other  proceeding  in,  before,  or by any  court  or
Governmental Authority to restrain, enjoin, or otherwise prevent consummation of
any of the transactions contemplated by this Agreement.


<PAGE>

     Section 7.5 Purchaser's Closing Deliveries.  Purchaser shall have delivered
to Seller on or before Closing the following:

          (i) the  Purchase  Price in funds  immediately  available  in  Dallas,
     Texas; and

          (ii)  such  other  documents  and  instruments  as may  be  reasonably
     required in order to consummate the transactions contemplated hereunder.


                                  ARTICLE VIII

                             SURVIVAL OF PROVISIONS

     The  provisions  in Section  2.4,  Section 2.5,  Section 2.7,  Section 4.1,
Section 5.2, Section 6.6, Section 6.7, ARTICLE IX, ARTICLE X and Section 11.5 of
this  Agreement  shall  survive  the  Closing  hereunder.  The  representations,
warranties  and  covenants  respectively  made by Seller and  Purchaser  in this
Agreement,  in the  Disclosure  Schedule,  and in any  certificate  delivered to
Purchaser or Seller  hereunder will not survive the Closing  hereunder except in
accordance  with the  provisions  of ARTICLE  IX.  Seller has  requested  tenant
estoppel   certificates   from  tenants  of   Commercial   Properties   and  the
representations  and warranties of Seller relating to Commercial Property Leases
set forth in the last two  sentences of Section  3.1(u)  shall be  automatically
extinguished  and of no effect as to any Commercial Lease for which Purchaser is
provided  an  executed  tenant  estoppel  certificate  following  Closing  which
conforms in all material  respects to Seller's  representations  and  warranties
contained in the last two sentences of Section 3.1(u).


                                   ARTICLE IX

                                 INDEMNIFICATION

     Section 9.1 Indemnification.

          (a) Subject to the  provisions of Section 9.4 hereof,  SWLIC agrees to
     indemnify each  Purchaser-Related  Person and each Property  Partnership in
     respect  of, and hold each of them  harmless  against  any and all  Damages
     resulting from or relating to (i) all  liabilities  and the  performance of
     all obligations of the Property  Partnerships  arising or accruing prior to
     the Closing Date  (including  any  litigation  arising prior to the Closing
     whether  Seller  had  any  knowledge  of  such  litigation);  and  (ii) any
     misrepresentation  or  breach of  warranty  on the part of the  Company  or
     GSSW-REO  made as a part of or  contained  in  Sections  3.1 or 3.2 in this
     Agreement,  provided,  however, no indemnification shall be available under
     this  Section 9.1(a) with respect to any breaches of any representations or
     warranties  of the Company,  if such breaches and the  materiality  thereof
     were within Purchaser's Knowledge prior to Closing.

<PAGE>


          (b) Subject to the provisions of Section 9.4 hereof,  Purchaser agrees
     to indemnify  each  Seller-Related  Persons in respect of, and hold each of
     them harmless  against,  any and all Damages  resulting from or relating to
     (i) any  misrepresentation,  breach of warranty,  or  nonfulfillment  of or
     failure to perform any covenant or agreement on the part of Purchaser  made
     as a part of or contained in this Agreement or any certificate delivered by
     or for  Purchaser,  and (ii) all  liabilities  and the  performance  of all
     obligations of the Property Partnerships arising or accruing from and after
     the Closing Date.

     Section 9.2 Method of Asserting Claims.  All claims for  indemnification by
any Indemnified  Party under Section 9.1 hereof will be asserted and resolved as
follows:

          (a) In the event any claim or demand for which an  Indemnifying  Party
     may be liable for Damages to an Indemnified  Party under Section 9.1 hereof
     is asserted against or sought to be collected from such  Indemnified  Party
     by a Person other than the Company, GSSW-REO, any Property Partnership, any
     Purchaser-Related  Persons  or any  Seller-Related  Persons  ("Third  Party
     Claim"),  the Indemnified Party will deliver a Claim Notice with reasonable
     promptness to the Indemnifying Party; provided, however, that except as set
     forth in Section  9.2(d)  hereof,  no Claim  Notice will be  required  with
     respect  to any  action,  suit,  investigation,  or  proceeding  that is in
     existence on the Closing  Date. If the  Indemnified  Party fails to provide
     the  Indemnifying  Party with the Claim  Notice  required by the  preceding
     sentence  at  least  14  calendar   days  before  the  date  on  which  the
     Indemnifying  Party's  ability to defend  against  the Third Party Claim is
     irrevocably  prejudiced by the Indemnified  Party's failure to provide such
     Claim Notice, the Indemnifying Party will not be obligated to indemnify the
     Indemnified  Party with respect to such portion of the Third Party Claim as
     to which the  Indemnifying  Party's ability to defend has been  irrevocably
     prejudiced by such failure of the Indemnified Party; however, the foregoing
     limitation  shall not be  applicable  as to Third Party Claims of which the
     Indemnified  Party  did not  have  notice  prior  to  such  14th  day.  The
     Indemnifying  Party will  notify  the  Indemnified  Party  with  reasonable
     promptness after the Indemnifying Party's receipt of a Claim Notice, but in
     all events within 7 calendar days after receipt thereof ("Notice  Period"),
     of  whether  the   Indemnifying   Party   disputes  the  liability  of  the
     Indemnifying  Party to the Indemnified Party hereunder with respect to such
     Third Party Claim and whether the Indemnifying  Party desires,  at the sole
     cost and expense of the Indemnifying Party, to defend the Indemnified Party
     against  such Third Party Claim.  If the  Indemnifying  Party  disputes the
     liability of the Indemnifying Party to the Indemnified Party hereunder with
     respect to such Third Party Claim, the  Indemnifying  Party and Indemnified
     Party  will  negotiate  in good faith for a period of thirty  days  failing
     resolution  of which the  matter  shall be  submitted  for  arbitration  in
     accordance  with the  provisions  of Section  9.6  below.  A failure of the
     Indemnifying  Party to respond to a Claim Notice within the period required
     shall be deemed to  constitute  a dispute  of the claim  described  in such
     Claim Notice by the Indemnifying Party.


<PAGE>

          (b) If the  Indemnifying  Party notifies the Indemnified  Party within
     the Notice Period or at any time  thereafter  that the  Indemnifying  Party
     (without any  reservation  of rights) does not dispute its liability to the
     Indemnified  Party and that the  Indemnifying  Party  desires to defend the
     Indemnified  Party with  respect to the Third Party Claim  pursuant to this
     ARTICLE IX (the "Non-Dispute Notice"), or in the event any matter submitted
     for arbitration pursuant to Section 9.6 results in a determination that the
     Third  Party  Claim is subject  to  indemnification  pursuant  to the terms
     hereof (the "Arbitration Determination"),  then the Indemnifying Party will
     have the right to defend,  at its sole cost and  expense,  such Third Party
     Claim by all appropriate proceedings,  which proceedings will be diligently
     prosecuted  by the  Indemnifying  Party  to a final  conclusion  or will be
     settled at the  discretion of the  Indemnifying  Party (with the consent of
     the  Indemnified  Party,  which  consent  will not be  withheld  or delayed
     unreasonably).  Any legal  counsel  engaged  by the  Indemnifying  Party to
     defend a Third Party Claim shall be approved by the Indemnified Party, such
     approval not to be unreasonably  withheld or delayed.  From the date of the
     Non-Dispute  Notice  or  Arbitration  Determination,   as  applicable,  the
     Indemnifying  Party will have full control of such defense and proceedings,
     including any compromise or settlement thereof; provided, however, that the
     Indemnified  Party may, at any time prior to its receipt of the Non-Dispute
     Notice or the Arbitration  Determination,  as applicable,  file any motion,
     answer, or other pleadings that the Indemnified Party may deem necessary or
     appropriate to protect its interests or those of the Indemnifying Party and
     not irrevocably  prejudicial to the Indemnifying Party (it being understood
     and agreed  that,  except as  provided  in  Section  9.2(c)  hereof,  if an
     Indemnified Party takes any such action that is irrevocably prejudicial and
     conclusively  causes a final adjudication that is materially adverse to the
     Indemnifying   Party  during  the  Notice   Period  or  thereafter  if  the
     Indemnifying  Party has given notice to the Indemnified Party of its desire
     to defend the Third Party Claim, or prior to the Arbitration Determination,
     the Indemnifying  Party will be relieved of its obligations  hereunder with
     respect to the portion of such Third Party Claim irrevocably  prejudiced by
     the Indemnified Party's action); and provided further, that if requested by
     the Indemnifying  Party, the Indemnified Party agrees, at the sole cost and
     expense of the Indemnifying Party (except that the Indemnifying Party shall
     not be responsible for any attorneys fees of the  Indemnified  Party unless
     the retention of such attorneys is required by the Indemnifying  Party), to
     cooperate  with the  Indemnifying  Party and its counsel in contesting  any
     Third Party Claim that the  Indemnifying  Party  elects to contest,  or, if
     appropriate and related to the Third Party Claim in question, in making any
     counterclaim  against the Person  asserting  the Third Party Claim,  or any
     cross-complaint against any Person (other than the Indemnified Party or any
     of its  Affiliates).  The  Indemnified  Party may  participate  in, but not
     control,  any defense or settlement of any Third Party Claim  controlled by
     the  Indemnifying  Party  pursuant  to this  Section  9.2(b),  but all such
     settlements  shall be  subject to the  Indemnified  Party's  approval,  and
     except as provided in the preceding  sentence,  the Indemnified  Party will
     bear its own costs and expenses with respect to such participation.

          (c) If the Indemnifying  Party fails to provide the Non-Dispute Notice
     to the  Indemnified  Party (without any reservation of rights) with respect
     to the Third Party

<PAGE>

     Claim  pursuant to this ARTICLE IX, or if the  Indemnifying  Party fails to
     diligently  and  promptly  prosecute or settle the Third Party Claim either
     following the Arbitration  Determination  or after the  Indemnifying  Party
     gives the  Non-Dispute  Notice,  then the  Indemnified  Party will have the
     right (but not the  obligation) to defend,  at the sole cost and expense of
     the   Indemnifying   Party,  the  Third  Party  Claim  by  all  appropriate
     proceedings,  which proceedings and defense, if commenced, will be promptly
     and vigorously prosecuted by the Indemnified Party to a final conclusion or
     will be  settled  at the  discretion  of the  Indemnified  party  (with the
     consent of the  Indemnifying  Party,  which consent will not be withheld or
     delayed unreasonably). The Indemnified Party will have full control of such
     defense and  proceedings,  including any compromise or settlement  thereof;
     provided,  however,  that  if  requested  by  the  Indemnified  Party,  the
     Indemnifying Party agrees, at the sole cost and expense of the Indemnifying
     Party,  to  cooperate  with  the  Indemnified  Party  and  its  counsel  in
     contesting any Third Party Claim which the Indemnified Party is contesting,
     or, if  appropriate  and related to the Third Party Claim in  question,  in
     making any counterclaim against the Person asserting the Third Party Claim,
     or any  cross-complaint  against any Person  (other  than the  Indemnifying
     Party or any of its Affiliates).  Notwithstanding the foregoing  provisions
     of this Section 9.2(c),  if the Indemnifying  Party has timely notified the
     Indemnified Party that the Indemnifying Party disputes its liability to the
     Indemnified  Party  and  if  such  dispute  is  resolved  in  favor  of the
     Indemnifying Party, pursuant to the arbitration process provided in Section
     9.6 below or otherwise, if applicable,  by final,  nonappealable order of a
     court  of  competent  jurisdiction,  the  Indemnifying  Party  will  not be
     required to bear the costs and expenses of the Indemnified  Party's defense
     pursuant  to  this   Section   9.2(c)  or  of  the   Indemnifying   Party's
     participation   therein  at  the  Indemnified  Party's  request,   and  the
     Indemnified  Party will  reimburse the  Indemnifying  Party in full for all
     costs and expenses  incurred by the  Indemnifying  Party in connection with
     such  proceedings.  The  Indemnifying  Party may  participate  in,  but not
     control,  any defense or  settlement  controlled by the  Indemnified  Party
     pursuant to this Section 9.2(c),  and the Indemnifying  Party will bear its
     own costs and expenses with respect to such participation.

          (d) In the event any Indemnified  Party shall have a claim against any
     Indemnifying  Party  hereunder  that does not  involve a Third  Party Claim
     being  asserted  against  or sought to be  collected  from the  Indemnified
     Party,  the  Indemnified  Party  will  notify the  Indemnifying  Party with
     reasonable  promptness of such claim by the Indemnified  Party,  specifying
     the  nature  of and  specific  basis for such  claim and the  amount or the
     estimated   amount  of  such  claim  (the  "Indemnity   Notice").   If  the
     Indemnifying Party disputes such claim (which dispute shall be communicated
     to the  Indemnified  Party  in  writing  within  15 days of  receipt  of an
     Indemnity  Notice),  the Indemnifying Party and the Indemnified Party agree
     to  proceed in good faith to attempt  to  negotiate  a  resolution  of such
     dispute  for  a  period  of  thirty  days,  and  if  not  resolved  through
     negotiations,  either  party  may  submit  the  matter  to  arbitration  to
     determine  whether the Indemnifying  Party has such liability in accordance
     with the provisions of Section 9.6 below.


<PAGE>
     Section 9.3 After-Tax Damages; Refunds. With respect to the indemnification
agreements set forth in this ARTICLE IX, Seller and Purchaser agree that:

          (a) the amount of all Damages  shall be (i)  increased to take account
     of any income  Tax cost  incurred  (grossed  up for such  increase)  by the
     Indemnified Party arising from the receipt of indemnification payments made
     hereunder and (ii) all Damages will be adjusted  downward by the income Tax
     benefit  obtained by the  Indemnified  Party arising from the incurrence or
     payment of any such Damages. Such Tax cost or Tax benefit shall be computed
     for any year using the Indemnified Party's actual income Tax liability with
     and  without  (x) the  incurrence  or  payment  of any  Damages  for  which
     indemnification  is provided under this Agreement or (y) the payment of any
     indemnification payments made pursuant to this Agreement in such year;

          (b) the amount of any tax cost or tax benefit will be promptly paid to
     Seller or Purchaser or offset against indemnification payments, as adjusted
     by (a)  above,  if  appropriate,  then  owed  to the  other  party  to this
     Agreement; and

          (c) all Damages indemnifiable under Section 9.1 will be payable by any
     party as set forth in the terms of the  applicable  judgment or settlement,
     but in no  event  later  than  30  days  after  the  rendition  of a  final
     non-appealable  judgment is obtained or a final  settlement has been agreed
     to, in writing in relation to the Damages.

     Section 9.4 Claims Limitation.  Notwithstanding the foregoing provisions of
this  ARTICLE IX,  SWLIC  shall not have any  liability  for any  Damages  under
Section 9.1(a)  hereof,  until and unless the  cumulative  total of such Damages
exceeds (a) individually as to any Property  $100,000 or (b) in the aggregate as
to all Properties  $600,000,  it being understood that after such Damages exceed
(a)  individually as to any Property  $100,000 or (b) in the aggregate as to all
Properties $600,000,  SWLIC shall be liable to any Purchaser-Related  Person for
all of such Damages (e.g., if the aggregate  Damages are $600,001,  Seller shall
be  liable  for  $600,001)  provided,  however,  that  the  limitations  of this
Section 9.4 shall not apply to any Damages resulting from Seller's  intentional,
willful or  reckless  breaches  of  warranty  in this  Agreement  or for Accrued
Expenses. Notwithstanding any other provision in this Agreement to the contrary:
(x) any claim against SWLIC for any  misrepresentation  or breach of warranty by
Seller  pursuant  to  Section  3.1(l),  3.1(o)  and any other  Title  Issues (as
hereinafter   defined)  must  be  asserted  during  the  Adjustment  Period  (as
hereinafter defined) pursuant to Section 9.5 after which date all of such claims
shall be barred; (y) any claim against SWLIC for any misrepresentation or breach
of warranty  by Seller  pursuant to Sections  3.1(a),  3.1(b),  3.1(c),  3.1(d),
3.1(f),  3.1(g), 3.1(h), 3.1(i), 3.1(j), 3.1(m), 3.2(a) 3.2(b) and 3.2(c) may be
asserted  at any  time;  and (z) any  other  claim by  Purchaser  against  SWLIC
pursuant to Section 9.1(a) must be asserted prior to  December 31,  1997,  after
which date all such claims shall be barred. Any claim against Purchaser pursuant
to  Section   9.2(b)   may  be   asserted   at  any  time.   If  more  than  one
Purchaser-Related  Person or more than one Seller-Related  Person shall assert a
claim  which is based on the same  claimed  breach,  misrepresentation  or Title
Issues,  the  Damages  payable in relation to such claim shall be limited to the
maximum amount which would have been payable

<PAGE>

if  only  one  Purchaser-Related   Person  or  one  Seller-Related   Person,  as
applicable,  had  brought  such  claim and fees and  expenses  of only one legal
counsel  employed by Purchaser or SWLIC, as applicable,  to defend such claim as
against  all of such  parties  (with any parties  desiring  or seeking  separate
representation,  to in all  such  events  pay  their  own  attorneys'  fees  and
expenses).  If Purchaser  or SWLIC,  as  applicable,  shall fail within the time
periods specified herein to pursue such claim or shall choose not to defend such
claim with counsel of its choice the attorneys  fees,  costs and expenses  which
Purchaser or SWLIC, as applicable,  may otherwise be responsible pursuant to the
provisions  of this  Article  IX shall be  limited  to only one of such  parties
attorneys' fees and expenses.

     Section  9.5  Title  Claim  Procedure.  Purchaser  shall  have a period  of
forty-five  (45) days  following the Closing Date (the  "Adjustment  Period") to
advise  Seller  and SWLIC in  writing  (the  "Purchaser's  Notice")  of: (a) any
imperfections of title or other encumbrances  which do not otherwise  constitute
Permitted  Exceptions;  (b) the absence of vehicular or pedestrian access to and
from a  Property  pursuant  to  frontage  on a  dedicated  street  or road or by
enforceable  easement;  (c) an  existing  use of a Property  not  authorized  or
permitted under applicable zoning Law; or (d) a violation of Law relating to the
continued ownership,  operation, use or occupancy of a Property ((a) through (d)
above being herein collectively referred to as "Title Issues").  The Purchaser's
Notice shall  include a statement of the Damages  claimed by Purchaser as to any
Title  Issues.  SWLIC shall have no  responsibility  for any claimed  Damages in
respect of Title Issues under this  Section 9.5 not in excess of  $50,000.00  in
the aggregate  for all  Properties  and if such Damages  exceed in the aggregate
$50,000.00 as to all  Properties,  Seller shall be liable to Purchaser  only for
Damages in excess of such $50,000.00 in the aggregate as to all Properties. If a
Purchaser's  Notice claims  Damages in excess of  $50,000.00,  but not exceeding
$250,000.00,  for a single Property, SWLIC shall have a period of seven (7) days
following receipt of a Purchaser's  Notice to notify Purchaser in writing of its
election to either:  (a) dispute the Purchaser's  claim of Damages in respect of
Title Issues under this Section 9.5 and/or the amount of Damages as shown on the
Purchaser's  Notice,  (b) pay the  Damages  as shown in the  Purchaser's  Notice
directly  to  Purchaser  in cash,  (c) cause a title  insurer to  provide  title
insurance  coverage  insuring  over or around  or  providing  express  insurance
against all loss due to such Title Issues,  or (d) cure the Title Issues. In the
event SWLIC elects  either  items (b) or (c)  immediately  preceding,  such cash
payment to  Purchaser  or title  insurance  coverage,  as  applicable,  shall be
provided  by SWLIC  within a period of thirty  (30) days  following  the date of
SWLIC's written  responses to the Purchaser's  Notice. In the event SWLIC elects
item (d) preceding,  such cure shall be completed  within a period of forty-five
(45) days  following  the date of SWLIC's  response to the  Purchaser's  Notice;
provided that so long as SWLIC is diligently pursuing cure, such period shall be
automatically  extended  for an  additional  period of up to thirty (30) days in
order for SWLIC to complete the cure of the Title Issues.  If SWLIC disputes the
Purchaser's  claim pursuant to this Section  9.5(a),  SWLIC and Purchaser  shall
negotiate  in good  faith for a period of thirty  days and if such  claim is not
resolved  within  such  thirty  day period the  matter  shall be  submitted  for
arbitration pursuant to Section 9.6. In the event the Purchaser's Notice asserts
Damages  in excess of  $250,000.00  with  respect to any  single  Property,  the
Purchaser's Notice may provide for SWLIC to repurchase the partnership interests
of the  Property  Partnership  which is the owner of the  Property for which the
Damages are asserted. Subject to SWLIC's
<PAGE>

right to dispute the claim and/or amount of Damages in such  Purchaser's  Notice
and any submission of the matter to  arbitration  pursuant to Section 9.6, SWLIC
shall be required to repurchase such partnership  interests for a price equal to
the  Allocated  Price of the  applicable  Property as  reflected  on Exhibit "B"
hereto  less  the then  outstanding  principal  balance  of any  Mortgage  Liens
covering such Property, if any. Purchaser may, in its sole discretion,  elect to
accept a cure of any Title Issues in lieu of requiring  SWLIC to repurchase such
partnership interests.  Any such repurchase shall be consummated within a period
of thirty  (30) days  following  the later to occur of  SWLIC's  receipt  of the
Purchaser's Notice or the date of an Arbitration Determination.  Purchaser shall
execute and deliver an Assignment of  Partnership  Interests in the same form as
attached  hereto as Exhibit "A" in respect to the Property  Partnership to be so
repurchased and Seller shall  contemporaneously  therewith  deliver to Purchaser
the cash sum  equal  to the  Allocated  Price  for such  Property  less the then
outstanding  principal balance of any Mortgage Liens covering such Property,  if
any.  Simultaneously  with  the  execution  and  delivery  of an  Assignment  of
Partnership  Interests,  (i) all income and expenses in relation to the Property
owned by the Property Partnership so repurchased shall be prorated in accordance
with the  provisions of  Section 2.4 of this Agreement and (ii) the Seller shall
take the Property subject to the Mortgage Liens, if any, covering such Property.
If the Property required by Purchaser to be repurchased is the Property commonly
known as Broadmoor Apartments,  it shall be a condition to SWLIC's obligation to
repurchase that the Property  commonly known as Ashland Towne Square  Apartments
also be  repurchased,  each at the  Allocated  Price as specified in Exhibit "B"
hereto less the  outstanding  principal  balance of any Mortgage  Liens covering
such  Properties,  if any. Any Purchaser  Notice must be delivered to Seller and
SWLIC prior to the expiration of the Adjustment Period. Following the expiration
of the  Adjustment  Period,  Purchaser  shall  have no right  to make any  claim
related to any Title  Issues  except to the extent  Seller  failed to perform as
required with respect to a Purchaser's  Notice which was timely  delivered.  The
remedies of this Section 9.5 shall control over the  indemnification  procedures
of Section  9.1(a)  above with  respect to Title  Issues.  A failure of SWLIC to
dispute the  Purchaser's  Notice in the required  time period shall be deemed to
constitute  a  dispute  of  such  Purchaser's  Notice.  If  SWLIC  disputes  the
Purchaser's  Notice as provided in (a) above or is deemed to have  disputed  the
Purchaser's  Notice,  Purchaser may elect to obtain  express title  insurance or
proceed  to cure  any  such  claimed  Title  Issues  pending  completion  of the
arbitration  process  provided in Section 9.6. If any such disputed  Purchaser's
Notice is resolved  against SWLIC  pursuant to  arbitration  in accordance  with
Section  9.6,  SWLIC  shall be  responsible  only for the  amount of  Damages as
determined  pursuant to the  arbitration  process,  notwithstanding  any amounts
which may have been paid or incurred by any Purchaser-Related Persons during the
pendency of the arbitration proceeding in relation to such claimed Title Issues.

     Section 9.6 Arbitration  Process.  If a Claim Notice,  Indemnity  Notice or
Purchaser's  Notice is given in accordance with the provisions of this Agreement
and the party  receiving the notice disputes the coverage of the claim under the
provisions  of  Article IX  ("Coverage of the Claim") or the amount of the claim
(the  "Amount of the Claim"),  then at any time on or before the date  occurring
thirty (30) days after such claim is  disputed,  either  party may  initiate the
arbitration of the Coverage of the Claim or Amount of the Claim by giving notice
to that effect  which  notice  shall  specify the name and address of the person
designated to act as an arbitrator

<PAGE>

on its behalf.  Within  fifteen (15) days after the notified party receives such
notice from the  notifying  party,  the notified  party shall give notice to the
notifying party specifying the name and address of the person  designated to act
as an arbitrator on its behalf.  The two arbitrators so chosen shall meet within
ten (10) days after the second arbitrator is appointed,  and if, within ten (10)
days after the second arbitrator is appointed,  the two arbitrators do not agree
upon the Coverage of the Claim or the Amount of the Claim,  they shall  together
appoint a third  arbitrator.  If, within fifteen (15) days after the appointment
of the second arbitrator, the two arbitrators are unable to agree upon the third
arbitrator or they otherwise fail to make such appointment, the third arbitrator
shall be selected by the parties  themselves if they can agree thereon  within a
further  period of five (5) days.  If the  parties do not so agree,  then either
party  upon  notice  to the  other  made  within  thirty  (30)  days  after  the
appointment  of the second  arbitrator,  may  request  such  appointment  by the
American  Arbitration  Association (or any  organization  successor  thereto) in
accordance  with  its  rules  then  prevailing  or if the  American  Arbitration
Association  (or such successor  organization)  shall fail to appoint said third
arbitrator  within  fifteen  (15) days after such  request is made,  then either
party may apply within five (5) days after such  fifteen  (15) day period,  upon
notice to the other,  to the Senior Judge of the Federal  District  Court of the
Northern  District  of  Texas  (or  any  other  court  having  jurisdiction  and
exercising  functions  similar  to those now  exercised  by said  Court) for the
appointment of such third arbitrator.

          (a)  Each  party  shall  pay the  fees and  expenses  of the  original
     arbitrator  appointed by or for such party,  and all other  expenses of the
     arbitration  (not including the attorneys' fees and similar expenses of the
     parties which shall be borne  separately  by each of the parties)  shall be
     borne by the parties equally.

          (b) If a third  arbitrator is chosen as provided above, and the Amount
     of the Claim is in issue,  then such third  arbitrator  shall select either
     the Amount of the Claim  determined by the  arbitrator  appointed by or for
     SWLIC or the Amount of the Claim  determined by the arbitrator  selected by
     Purchaser, whichever is closer to the Amount of the Claim determined by the
     third arbitrator; the third arbitrator may not select any other amount, and
     may  not  "split  the  difference"   between  the   determinations  of  the
     arbitrators  selected  or  appointed  by or  for  the  parties.  The  third
     arbitrator  shall so determine the amount of the claim and render a written
     certified  report of his  determination  to both SWLIC and Purchaser within
     ten (10) days after appointment of the third arbitrator.

          (c) If a  third  arbitrator  is  chosen  as  provided  above,  and the
     Coverage  of the Claim is in issue,  a  majority  of the three  arbitrators
     shall  determine the Coverage of the Claim and such majority shall render a
     written certified report of their determination to both SWLIC and Purchaser
     within ten (10) days after the appointment of the third arbitrator.

          (d) Each of the arbitrators  selected as herein provided shall have at
     least ten (10) years  experience in the multifamily real estate business in
     the location of the Property as to which a claim has been made (or ten (10)
     year retail experience with respect to the Property  commonly  described as
     Northgate). In addition, each of the

<PAGE>

     arbitrators  shall be an  independent  party not affiliated in any way with
     SWLIC, Seller-Related Persons or Purchaser-Related Persons.

          (e) The  decision or  judgment  issued by the  arbitrator  shall be in
     writing and final and conclusive  upon the parties.  Judgment may be had on
     the  decision and award of the  arbitrator  and may be entered in any court
     having jurisdiction thereof.


                                    ARTICLE X

                            POST-CLOSING TAX MATTERS

     Section 10.1 Seller Tax Returns.  Seller will prepare and file, or cause to
be  prepared  and filed the  Seller  Tax  Returns.  Seller  will  timely  pay or
discharge,  or cause to be paid or  discharged,  any and all Taxes for which the
Company,  GSSW-REO or the Property Partnership may be held liable as a result of
Seller Tax Returns,  unless such Taxes are being contested in good faith. Seller
shall  provide a copy of Seller  Tax  Returns to  Purchaser  prior to filing and
Seller  agrees to  reasonably  cooperate  with any  suggestions  or  requests of
Purchaser in connection with Seller's Tax Returns.  Seller reserves the right to
make any filings  reasonably  deemed by Seller to be necessary under  applicable
Law.

     Section 10.2 Cooperation. Purchaser and Seller agree to furnish or cause to
be furnished  to each other,  upon  request,  as promptly as  practicable,  such
information  (including,  without  limitation,  access to books and records) and
reasonable  assistance  relating to the  Company,  GSSW-REO,  and each  Property
Partnership as is reasonably necessary for the preparation and filing of any Tax
Return  which may be required to be filed by either  Purchaser  or Seller or for
the preparation for any audit,  for the prosecution of any proceeding in respect
of any proposed  adjustment and for any amendment to the Sellers Tax Returns for
periods  prior to the Closing  Date,  which  amendments  Seller is  specifically
authorized to file with the applicable  taxing  authority.  Purchaser and Seller
shall cooperate with each other in the conduct of any audit or other proceedings
involving  the  Company,  BGFRTS,  L.C.  (the  general  partner of the  Company)
GSSW-REO,  or any  Property  Partnership  or any  entity  with  which  they  are
consolidated or combined for any Tax purposes and each shall execute and deliver
such documents as are necessary to carry out the intent of this ARTICLE X.

     Section 10.3 Tax Matters.  Seller and  Purchaser  agree that  Purchaser can
allocate  the Purchase  Price among the  Properties  for tax  purposes  based on
Purchaser's  good faith  determination  of fair market  value.  Seller agrees to
cooperate with  Purchaser to the extent  necessary or desirable for Purchaser to
make any Section 754 Tax election that Purchaser may so elect.

<PAGE>


                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.1 Notices.  Any notice or other  communication given pursuant to
this  Agreement  must be in writing and (a)  delivered  personally,  (b) sent by
telefacsimile  or  other  similar  facsimile  transmission,   (c)  delivered  by
overnight express or (d) sent by registered or certified mail,  postage prepaid,
as follows:

     i) If to Purchaser:

                           Steve Galiotos
                           Blackstone Real Estate Advisors II L.P.
                           345 Park Avenue, 31st Floor
                           New York, New York  10154
                           Facsimile number:  (212) 754-8730

                           with a copy to:

                           John Lines
                           Jeffrey L. Goldberg
                           Insignia Financial Group, Inc.
                           One Insignia Financial Plaza
                           Greenville, South Carolina  29601
                           Facsimile number:  (804) 239-1096

                           with a copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, New York  10017
                           Attention:  Glenn D. Kesselhaut, Esq.
                           Facsimile number:  (212) 455-2502

                           with a copy to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           399 Park Avenue
                           New York, New York  10022
                           Attention:  Robert Koen, Esq.
                           Facsimile number:  (212) 872-1002


<PAGE>

                  ii)      If to Seller:

                           Daniel B. Gail
                           Executive Vice President
                           Southwestern Life Insurance Company
                           500 North Akard
                           12th Floor
                           Dallas, Texas 75201
                           Facsimile number: 214-954-7345

                           with a copy to:

                           Arthur Evans
                           Knightsbridge Investment Management
                           745 5th Avenue
                           Suite 500
                           New York, New York 10151
                           Facsimile number:  212-758-5442

                           and

                           Winstead Sechrest & Minick P.C.
                           5400 Renaissance Tower
                           1201 Elm Street
                           Dallas, Texas  75270
                           Attention:  Edward A. Peterson, Esq.
                           Facsimile number:  214-745-5390

     All  notices and other  communications  required  or  permitted  under this
     Agreement  that are  addressed as provided in this Section 11.1 will (A) if
     delivered  personally  or  by  overnight  express,  be  deemed  given  upon
     delivery;   (B)  if  delivered  by  telefacsimile   or  similar   facsimile
     transmission,  be deemed given when  electronically  confirmed;  and (C) if
     sent by registered or certified  mail, be deemed given when  received.  Any
     party from time to time may change its  address  for the purpose of notices
     to that party by giving a similar notice  specifying a new address,  but no
     such notice will be deemed to have been given until it is actually received
     by the party sought to be charged with the contents thereof.

     Section 11.2 Entire Agreement.  Except for documents executed by Seller and
Purchaser pursuant hereto,  this Agreement  supersedes all prior discussions and
agreements  between  the  parties  with  respect to the  subject  matter of this
Agreement, and this Agreement contains the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.

<PAGE>

     Section  11.3  Expenses.  Except as  otherwise  expressly  provided in this
Agreement,  each of Seller and Purchaser  will pay its own costs and expenses in
connection with this Agreement and the transactions contemplated hereby.

     Section  11.4 Public  Announcement.  At all times at or before the Closing,
Seller and Purchaser  will each consult with the other before  issuing or making
any  reports,  statements,  or  releases  to the  public  with  respect  to this
Agreement  or the  transactions  contemplated  hereby  and will  use good  faith
efforts to agree on the text of a joint public report,  statement, or release or
will use good faith efforts to obtain the other party's  approval of the text of
any public report, statement, release to be made solely on behalf of a party. If
Seller and Purchaser  are unable to agree on or approve any such public  report,
statement, or release and such report,  statement, or release is required by Law
or  appropriate  to discharge such party's,  disclosure  obligations,  then such
party may make or issue the legally required or appropriate  report,  statement,
or release. Any such report,  statement,  or release approved or permitted to be
made  pursuant to this  Section 11.4  may be disclosed or otherwise  provided by
Seller or Purchaser to any person or entity, including without limitation to any
employee  or  customer  of  either  party  hereto  and  to any  governmental  or
regulatory authority.

     Section 11.5 Further Assurance.  Seller and Purchaser agree that, from time
to time after the Closing,  upon the reasonable  request of the other, they will
cooperate  and will cause their  respective  Affiliates  to cooperate  with each
other to effect the orderly transition of the business,  operations, and affairs
of the Property Partnerships.  Without limiting the generality of the foregoing,
(a) Seller will provide,  and will cause its  respective  Affiliates to provide,
representatives  of  Purchaser  reasonable  access to all books and  records  of
Seller and its Affiliates  reasonably  requested by Purchaser in the preparation
of any post-Closing  financial statements,  reports, Tax Returns, or Tax filings
of the Property  Partnerships;  (b) Purchaser will provide,  representatives  of
Seller  reasonable  access to all pre-Closing  books and records of the Property
Partnerships   reasonably   requested  by  Seller  in  the  preparation  of  any
post-Closing  financial  statements,  reports,  Tax  Returns,  or Tax filings of
Seller; and (c) each party hereto will execute such documents and instruments as
the other party hereto may reasonably  request  containing  terms and conditions
mutually  satisfactory  to each  party  hereto to further  effectuate  the terms
hereof.

     Section 11.6 Waiver.  Any term or condition of this Agreement may be waived
at any time by the party that is entitled to the  benefit  thereof.  Such waiver
must be in writing and must be executed by an executive officer of such party. A
waiver  on one  occasion  will not be  deemed  to be a waiver of the same or any
other breach or nonfulfillment on a future occasion. All remedies,  either under
this  Agreement,  or by Law or otherwise  afforded,  will be cumulative  and not
alternative.

     Section 11.7 Amendment. This Agreement may be modified or amended only by a
writing duly executed by or on behalf of Seller and Purchaser.


<PAGE>

     Section 11.8 Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which will be deemed an original, but all of
which will constitute one and the same instrument.

     Section  11.9 No Third Party  Beneficiary.  Except as  otherwise  set forth
herein,  the terms and provisions of this Agreement are intended  solely for the
benefit of Seller,  Purchaser,  and their  respective  successors  and permitted
assigns,  and it is not the  intention  of the  parties  to  confer  third-party
beneficiary rights upon any other person or entity.

     Section  11.10  Governing  Law.  This  Agreement  will be  governed  by and
construed  and  enforced  in  accordance  with  the  Laws of the  State of Texas
(without  regard to the principles of conflicts of Law) applicable to a Contract
executed and performable in such state.

     Section 11.11 Binding Effect. This Agreement is binding upon and will inure
to the benefit of the  parties and their  respective  successors  and  permitted
assigns.

     Section 11.12 Limited  Assignment.  Neither this Agreement nor any right or
obligation  hereunder or part hereof may be assigned by any party hereto without
the prior  written  consent of the other party  hereto (and any attempt to do so
will be void), except as otherwise specifically provided herein. Notwithstanding
the foregoing (i) Purchaser  shall have the right to assign this Agreement at or
prior to the Closing Date to an Affiliate of Purchaser;  provided, however, that
the Purchaser  shall remain liable for all  obligations  of the Purchaser  under
this  Agreement,  and (ii)  Purchaser  (or its  permitted  assignee) may grant a
collateral  assignment  of its  interests  in this  Agreement  to any  lender of
Purchaser (or its permitted assignee).

     Section 11.13 Provisions.  If any provision of this Agreement is held to be
illegal,  invalid,  or unenforceable under any present or future Law, and if the
rights or obligations  under this Agreement of Seller and the Purchaser will not
be materially and adversely  affected thereby,  (a) such provision will be fully
severable; (b) this Agreement will be construed and enforced as if such illegal,
invalid,  or unenforceable  provision had never comprised a part hereof; (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal,  invalid, or unenforceable  provision or by
its  severance  herefrom;   and  (d) in  lieu  of  such  illegal,   invalid,  or
unenforceable  provision,  there  shall be added  automatically  as part of this
Agreement a legal, valid, and enforceable  provision as similar in terms to such
illegal,  invalid,  or unenforceable  provision as may then be legal,  valid and
enforceable under applicable Law.

<PAGE>

     IN WITNESS  WHEREOF,  this  Agreement  has been duly executed and delivered
this 31st day of December 1996, by the duly authorized representatives of Seller
and Purchaser.

SELLER:

GSSW-REO OWNERSHIP CORPORATION



By:   /s/ Stavros Galiotos                                              
------------------------------------------------------------------------
Name:  Stavros Galiotos                                                    
Title:                                                     


GSSW LIMITED PARTNERSHIP,
a Texas limited partnership

By:    BGFRTS, L.C.,
       a Texas limited liability company,
       its general partner


       By:  /s/ Stavros Galiotos                                   
       -------------------------
           Name: Stavros Galiotos                                  
           Title:                                                 


<PAGE>

PURCHASER:

SOUTHWEST ASSOCIATES L.P.,
a Delaware limited partnership

By:    BRE/SOUTHWEST PARTNERS I L.P.,
       a Delaware limited partnership,
       general partner

       By: BRE/SOUTHWEST PARTNERS I, L.L.C.,
                a Delaware limited liability company,
                sole general partner


                By: /s/ Stavros Galiotos        
                ------------------------
                    Name: Stavros Galiotos    
                    Title:                                        


   By: NPI-AP MANAGEMENT, L.P.,
           a Delaware limited partnership,
           general partner

           By:  NPI Property Management Corporation,
                    sole general partner


                    By:  /s/ Jeffrey L. Goldberg
                    ----------------------------
                    Name:  Jeffrey L. Goldberg 
                    Title:                                        



<PAGE>

     SWLIC has executed  this  Agreement in the space  provided  below solely to
evidence its indemnification obligations pursuant to ARTICLE IX.


                                    SOUTHWESTERN LIFE INSURANCE
                                    COMPANY


                                    By:   /s/ Stavros Galiotos
                                    --------------------------
                                    Name (print):                            
                                    Title: