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                                                                    Exhibit 10.6
                           PURCHASE AND SALE AGREEMENT


        This Purchase and Sale Agreement (this "AGREEMENT") is entered into by
and between FAIRFIELD PINEHURST PARK, LTD, a Texas limited partnership
("SELLER") and ACC OP ACQUISITIONS LLC, a Delaware limited liability company
("PURCHASER").

        In consideration of the mutual covenants set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      SALE AND PURCHASE. Seller shall sell, convey, and assign to Purchaser,
        and Purchaser shall purchase and accept from Seller, for the Purchase
        Price (hereinafter defined) and on and subject to the terms and
        conditions herein set forth, the following:

        a.      the tracts or parcels of land described on EXHIBIT "A", together
                with all rights, titles, easements and interests appurtenant
                thereto, including all of Seller's right, title, and interest in
                and to adjacent streets, alleys, rights-of-way, and any adjacent
                strips and gores of real estate (the "LAND"); all improvements
                located on the Land, including, without limitation, 396-unit,
                1044-bedroom apartment property, located at 3527 SW 20th Avenue,
                in Gainesville, Florida, which are commonly known as "The
                Exchange at Gainesville" (the "IMPROVEMENTS"); and all rights,
                titles, easements and interests appurtenant to the Land and
                Improvements;

        b.      all tangible personal property and fixtures of any kind owned by
                Seller and attached to or used in connection with the ownership,
                maintenance, use, leasing, service, or operation of the Land or
                Improvements, including without limitation those items described
                on EXHIBIT "B" (the "PERSONALTY");

        c.      all of the landlord's interest in and to: (i) all leases,
                franchises, licenses, occupancy agreements, or other agreements
                demising space in, providing for the use or occupancy of, or
                otherwise similarly affecting or relating to, the Improvements
                or Land (collectively, the "LEASES" and, individually, a
                "LEASE"), a current schedule of which is set forth on SCHEDULE 1
                attached hereto and made a part hereof (the "RENT ROLL"); (ii)
                all rents prepaid for any period subsequent to the Closing Date
                (defined below); and (iii) all security deposits and other
                deposits ("DEPOSITS"), made by tenants (collectively, the
                "TENANTS" and, individually, a "Tenant") holding under the
                Leases (the term Leases as used herein shall not include tenant
                leases which have been terminated prior to Closing, and the term
                Deposits as used herein shall not include any deposits under
                such terminated tenant leases); and

        d.      all of the owner's right, title and interest in and to, and
                obligations under, all of the following, to the extent
                assignable, affecting the Land, Improvements, Personalty, Leases
                and/or Deposits: (i) the maintenance, service, or utility
                contracts described on EXHIBIT "C" (the "SERVICE CONTRACTS");
                provided that to the extent a Service Contract is not
                assignable: [a] if Purchaser desires to accept
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                an assignment of such Service Contract, Seller will seek and use
                its reasonable efforts to obtain approval of such assignment
                from the vendor; and [b] if Purchaser does not desire to accept
                an assignment of such Service Contract, or the vendor denies the
                assignment, or if the Service Contract applies to numerous
                properties (in addition to the Property), then [A] Seller shall
                send written notice of termination to the vendor thereunder at
                Closing; and [B] Purchaser shall be responsible for payment and
                performance of all obligations arising under such Service
                Contract during the remaining term of such Service Contract
                following Closing (not to exceed thirty [30] days), (ii)
                warranties, guaranties, bonds, and indemnities of, and claims
                against architects, subcontractors and suppliers and others
                ("WARRANTIES"), other than any such Warranties by, from or
                against FF Development L.P. ("CONTRACTOR"), which constitutes a
                part of the Excluded Property (hereinafter defined) and shall
                not be assigned or conveyed to Purchaser [provided, that the
                foregoing shall not limit any rights of Purchaser against
                Contractor under the Agreement Regarding Construction
                (hereinafter defined)], (iii) licenses, permits, or similar
                documents ("LICENSES"), (iv) plans, drawings, specifications,
                surveys, engineering reports, and other technical information
                ("PLANS AND SPECIFICATIONS"), and (v) except for items
                constituting or relating to Excluded Property, all other
                property (real, personal, or mixed), owned or held by Seller
                that relates to the design, construction, ownership, use,
                leasing, maintenance, service, or operation of the Land,
                Improvements, Personalty, Leases, Deposits, Service Contracts,
                Licenses, or Plans and Specifications.

        The items listed in this Section 1 are herein collectively called the
        "PROPERTY". Notwithstanding any provision contained in this Agreement to
        the contrary, the term "Property" shall not include, and Seller shall
        not assign or convey to Purchaser at Closing, the following (the
        "EXCLUDED PROPERTY"): (a) any insurance contracts or policies owned or
        held by Seller in connection with the Property; (b) the existing
        management contract in connection with the Property, which management
        contract shall be terminated at or prior to Closing at no cost to
        Purchaser; (c) the computer software program used by Seller and/or
        Seller's property manager in connection with the Property; (d) any and
        all deposits (other than Deposits), cash (except to the extent
        attributable to prepaid rents under the Leases) and other accounts owned
        or held by Seller; (e) the construction contract between Seller and
        Contractor, or an affiliate thereof (the "CONSTRUCTION CONTRACT"), or
        any construction warranties or guaranties provided by Contractor or any
        affiliate to the Seller in connection with the construction of the
        Improvements, all of which shall be released and terminated prior to
        Closing; provided, that at Closing, Seller, Purchaser and Contractor
        shall enter into an Agreement Regarding Construction (herein so called)
        in the form set forth on EXHIBIT "D" attached hereto; (f) any contracts,
        agreements or information pertaining to the cost of acquiring or
        developing the Property; (g) the name "The Exchange at Gainesville",
        "The Exchange" or any derivative thereof, or any literature, advertising
        or promotional materials, signs, or other materials reflecting the name
        "The Exchange at Gainesville", "The Exchange" or any derivative thereof;
        or (h) the internet website maintained by Seller in connection with the
        Property (the "Website"). During the five (5) day period following the
        Closing, Seller shall be entitled to enter on to the Property solely for
        the purpose of removing the Excluded Property


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        therefrom. Seller shall repair any damage to the Property arising in
        connection with any entry thereon by Seller and such obligation of
        Seller shall survive the Closing.

2.      EARNEST MONEY. On or before that date which is three (3) business days
        after execution of this Agreement by Purchaser and Seller, Purchaser
        shall deliver to First American Title Company, 25400 U.S. Highway 19N,
        Suite 135, Clearwater, Florida 33763, (800) 331-2591; Attn: Bud Ellis
        ("TITLE COMPANY"), by check or wire transfer of immediately available
        funds, a deposit in the amount of $200,000.00 (the "INITIAL EARNEST
        MONEY") which the Title Company shall immediately deposit for collection
        in an interest-bearing, federally insured account. On or prior to the
        date of expiration of the Inspection Period, if this Agreement has not
        theretofore been terminated, Purchaser shall deposit additional earnest
        money with the Title Company in the amount of $200,000.00 (the
        "ADDITIONAL EARNEST MONEY"). The Initial Earnest Money and the
        Additional Earnest Money are collectively referred to herein as the
        "EARNEST MONEY". In the event Purchaser shall fail to deliver any
        portion of the Earnest Money as and when required hereunder, or if any
        Earnest Money check is not honored when presented by the Title Company,
        Purchaser shall be deemed to be in material default of its obligations
        hereunder, thereby entitling Seller to terminate this Agreement in
        accordance with the terms and provisions hereof prior to such time as
        Purchaser deposits such Earnest Money. In the event this Agreement is
        closed, the Earnest Money shall be applied to the Purchase Price at
        Closing. In the event this Contract is not closed, then the Title
        Company shall disburse the remainder of the Earnest Money in the manner
        provided for elsewhere herein. Upon execution of this Agreement, if
        required by the Title Company, Seller and Purchaser shall execute and
        deliver to the Title Company the Title Company's escrow agreement for
        the deposit of funds in form and substance reasonably acceptable to
        Seller and Purchaser.

3.      PURCHASE PRICE. The price for which Seller shall sell, convey, and
        assign the Property to Purchaser, and which Purchaser shall pay to
        Seller for the Property, is FORTY-SEVEN MILLION FIVE HUNDRED THOUSAND
        AND NO/100 DOLLARS ($47,500,000.00) (the "PURCHASE PRICE"). The Purchase
        Price, subject to other adjustments and prorations provided herein,
        shall be paid by Purchaser to Seller on the Closing Date by wire
        transfer of immediately available funds. At the Closing, the Title
        Company shall deliver the Earnest Money to Seller and Purchaser shall
        receive a credit against the Purchase Price in the amount of the Earnest
        Money so delivered to Seller.

4.      DELIVERY OF INFORMATION.

        a.      DUE DILIGENCE MATERIALS. Seller has previously delivered to
                Purchaser or made available to Purchaser at the Land or at
                Seller's offices, the information identified on SCHEDULE 2, to
                the extent in the possession or control of Seller, but not
                including any of the Excluded Property.

        b.      TITLE COMMITMENT. Within ten (10) days following the Effective
                Date, Seller, at its expense, shall deliver or cause the Title
                Company to deliver to Purchaser a commitment for Title Insurance
                (the "TITLE COMMITMENT") from the Title Company setting forth
                the status of the title of the Land and Improvements and


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                showing all liens, claims, encumbrances, easements,
                rights-of-way, encroachments, reservations, restrictions, and
                all other matters of record affecting the Land or Improvements,
                together with true, complete, and legible copies of all
                documents referred to in the Title Commitment (the "TITLE
                COMMITMENT DOCUMENTS").

        c.      SURVEY. Seller has previously delivered to Purchaser a copy of
                the most recent survey of the Land (the "SURVEY") in Seller's
                possession. Purchaser shall be entitled to cause the Survey to
                be updated (the "UPDATED SURVEY"), at Purchaser's sole cost and
                expense, the cost for which Purchaser shall cause to be paid in
                full within thirty (30) days following receipt of an invoice
                therefor. Purchaser shall cause the Updated Survey to be
                certified to Seller and the Title Company and will deliver a
                copy thereof to Seller within three (3) business days after
                receipt, but in any event not less than three (3) business days
                prior to Closing. Purchaser shall indemnify and hold Seller
                harmless from and against any and all liens, costs, expenses and
                liabilities incurred by Seller or the Property as a result of
                Purchaser's failure to pay the cost of updating the Survey.
                Purchaser's obligation to pay the cost of updating the Survey
                and Purchaser's indemnity of Seller with respect thereto shall
                survive the termination or Closing of this Agreement and shall
                not be subject to any limitation on Seller's remedies under this
                Agreement.

        d.      UCC SEARCHES. On or before that date which is three (3) business
                days after the date hereof, the Title Company, at Seller's
                expense, shall deliver to Purchaser current searches of all
                Uniform Commercial Code financing statements filed with the
                Secretary of State of Texas and the Secretary of State of
                Florida and the County Clerk of Alachua County, Florida, against
                Seller reflecting all effective financing statements then of
                record relating to the Property or any part thereof ("UCC
                SEARCHES").

        The documents described in this Section 4 are herein collectively called
        the "DOCUMENTS", and the information contained in the Documents is
        herein collectively called the "INFORMATION".

5.      RIGHT OF INSPECTION; INSPECTION PERIOD; CONDITION OF PROPERTY.

        a.      RIGHT OF INSPECTION. From the Effective Date to the Closing
                Date, upon 36 hours notice to Seller or inspectors and, if
                Seller desires, while accompanied by a representative of Seller,
                Purchaser and/or its representatives or inspectors may inspect,
                at reasonable hours, the Property, all books, records, leases,
                contracts, accounting and management reports and other documents
                or data pertaining to the ownership, operation, or maintenance
                of the Property; provided, however, Seller shall not be required
                to provide Purchaser access to and Purchaser shall not be
                entitled to review any of the Excluded Property or any internal
                partnership or organizational information or materials of
                Seller, any memoranda or correspondence from Seller to any of
                the partners in Seller or Seller's lender, or


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                any other proprietary or confidential information. Purchaser
                shall be entitled to examine the Property's physical condition,
                and shall have the right to enter vacant apartments and upon
                reasonable notice and subject to the rights of the Tenants under
                the Leases, Purchaser shall have the right to enter leased
                areas; provided, however, that in conducting its inspection,
                Purchaser shall not unreasonably interfere with the business and
                operations of the Tenants or of Seller. Purchaser and any of its
                agents or consultants who desire to enter on to the Property
                shall have in effect and maintain commercial general liability
                insurance naming Seller and FF Properties L.P. as additional
                insureds, with limits not less than $1,000,000, for personal
                injury, including bodily injury and death, and property damage.
                Prior to any entry on the Property, Purchaser shall deliver to
                Seller a certificate of insurance evidencing such coverage, and
                further evidencing that such coverage may only be terminated or
                modified upon thirty (30) days prior written notice to Seller.
                All inspection fees, appraisal fees, engineering fees and other
                expenses of any kind incurred by Purchaser relating to the
                inspection of the Property will be solely Purchaser's expense.
                Purchaser shall give Seller reasonable notice prior to making
                any inspection. Purchaser agrees to protect, defend, indemnify
                and hold harmless Seller, FF Properties L.P., and their
                respective partners, shareholders, affiliates, officers,
                employees, trustees and beneficiaries and Seller's tenants,
                contractors, agents and employees, from and against any and all
                injuries, losses, liens, claims, judgments, liabilities, costs,
                expenses or damages (including, without limitation, reasonable
                attorneys' fees and court costs) sustained by or threatened
                against any of them which result from or arise out of injury or
                death to persons, damage or destruction to property, or
                mechanic's or materialmen's liens as a result of any inspections
                by Purchaser or its representatives pursuant to this Agreement.
                Purchaser agrees to repair and/or restore any damage to the
                Property resulting from any such inspection by Purchaser. If
                Purchaser terminates the Agreement for any reason whatsoever,
                then Purchaser shall deliver to Seller all reports, studies,
                data, and other information acquired by Purchaser or its
                representatives from Seller or its representatives in connection
                with inspections of the Property. The right of access granted
                hereby shall in no way be construed as giving Purchaser
                possession of or any legal or equitable title to the Property
                prior to the Closing. Purchaser's obligations under this Section
                5 shall survive the termination of this Agreement and shall not
                be subject to any limitations on remedies set forth in this
                Agreement.

        b.      INSPECTION PERIOD. If for any reason, or no reason, Purchaser,
                in its sole discretion, does not elect to acquire the Property,
                then Purchaser may terminate this Agreement by delivering to
                Seller written notice of termination at any time during the
                period from the date hereof until and, including March 14, 2005
                (the "INSPECTION PERIOD"), and the Initial Deposit previously
                deposited by Purchaser with Title Company shall be immediately
                returned by Title Company to Purchaser, whereupon this Agreement
                shall automatically be terminated and, except for obligations of
                Purchaser which survive termination of this Agreement, neither
                Seller nor Purchaser shall thereafter have any further
                obligations or liabilities to the other hereunder.
                Notwithstanding anything set forth herein to the

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                contrary, in the event that Purchaser does not affirmatively
                elect, by written notice to Seller thereof prior to the
                expiration of the Inspection Period, to waive its right to
                terminate this Agreement pursuant to this Section 5.b.,
                Purchaser shall be deemed to have terminated this Agreement
                pursuant to this Section 5.b. as of the expiration of the
                Inspection Period and the Earnest Money previously deposited by
                Purchaser with Title Company shall be immediately returned by
                Title Company to Purchaser, whereupon this Agreement shall
                automatically be terminated and, except for obligations of
                Purchaser which survive termination of this Agreement, neither
                Seller nor Purchaser shall thereafter have any further
                obligations or liabilities to the other hereunder.

        c.      CONDITION OF PROPERTY. Purchaser acknowledges that Purchaser
                will have independently and personally inspected the Property
                and that Purchaser has entered into this Agreement based upon
                its ability to make such examination and inspection.
                NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE
                CONTRARY, PURCHASER ACKNOWLEDGES THAT PURCHASER IS PURCHASING
                THE PROPERTY IN "AS-IS, WHERE-IS" CONDITION "WITH ALL FAULTS" AS
                OF THE CLOSING AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY
                WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR
                IMPLIED EXCEPT AS STATED IN THIS AGREEMENT AND/OR IN ANY
                DOCUMENT EXECUTED BY SELLER AT THE CLOSING, AS TO (I) THE
                PROPERTY'S CONDITION, FITNESS FOR ANY PARTICULAR PURPOSES, OR
                MERCHANTABILITY, (II) THE STRUCTURAL INTEGRITY OF THE
                IMPROVEMENTS, (III) THE ACCURACY OR COMPLETENESS OF ANY OF THE
                INFORMATION, DATA, MATERIALS OR CONCLUSIONS CONTAINED IN ANY
                INFORMATION PROVIDED PURCHASER, OR (IV) ANY OTHER WARRANTY OF
                ANY KIND, NATURE, OR TYPE WHATSOEVER FROM SELLER OR ANY OTHER
                PARTY ON BEHALF OF SELLER. PURCHASER SHALL, AT ITS SOLE COST AND
                EXPENSE, CONDUCT AND RELY UPON ITS OWN INDEPENDENT INVESTIGATION
                IN THE EVALUATION OF THE PROPERTY.

6.      TITLE. Purchaser may, at any time prior to the expiration of five (5)
        business days following receipt by Purchaser of the Title Commitment,
        Title Commitment Documents and Updated Survey, but no later than March
        9, 2005 (the "TITLE REVIEW PERIOD"), object in writing to any liens,
        encumbrances, and other matters reflected by the Title Commitment and/or
        Survey. All such matters to which Purchaser so objects shall be
        "NON-PERMITTED ENCUMBRANCES"; if no such objection notice is given
        during the Title Review Period with respect to a matter reflected by the
        Survey, Updated Survey and/or Title Commitment, such matter(s) reflected
        by the Survey, Updated Survey and/or Title Commitment shall be
        "PERMITTED ENCUMBRANCES". Purchaser may not object to any matter
        reflected on the Updated Survey after the expiration of the Title Review
        Period and if the Updated Survey is not obtained until after the
        expiration of the Title Review Period, all matters shown on the Updated
        Survey shall be Permitted Encumbrances for purposes hereof. Seller may,
        but shall not be obligated to (except as otherwise set forth


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        herein), at its cost, cure or otherwise remove all Non-Permitted
        Encumbrances and give Purchaser written notice thereof within two (2)
        days after the Title Review Period expires (the "CURE PERIOD");
        provided, however, Seller shall not be required (except as otherwise set
        forth herein) to attempt to cure any of such objections or to incur any
        expenses in connection therewith. If Seller does not timely cause all of
        the Non-Permitted Encumbrances to be removed or cured and timely written
        notice thereof to be given to Purchaser, then Purchaser may either (a)
        terminate this Agreement by delivering written notice to Seller on or
        prior to the expiration of the Inspection Period, or (b) by failing to
        terminate this Agreement by written notice delivered to Seller on or
        prior to such date, Purchaser shall be deemed to have waived all of
        Purchaser's uncured Non-Permitted Exceptions and to have elected to
        purchase the Property subject to such uncured Non-Permitted Encumbrances
        and such uncured Non-Permitted Encumbrances shall thereafter be
        Permitted Encumbrances. Notwithstanding anything set forth herein to the
        contrary, Seller shall, at Seller's sole cost and expense, satisfy and
        release, in fact and of record, any and all liens, mortgages, deeds of
        trust, mechanics' liens, judgment liens and security interests covering
        or affecting the Property, or any portion thereof, to the extent created
        during the period of ownership of the Property by Seller or any of its
        affiliates, and no such matters shall be Permitted Encumbrances
        hereunder. Notwithstanding the foregoing, Seller shall be required to
        spend up to $25,000.00 to cure Non-Permitted Encumbrances which are not
        otherwise required to be cured by Seller hereunder, subject to the
        following: (a) such Non-Permitted Encumbrance must be susceptible of
        being cured, and (b) Seller shall not be required to relocate or obtain
        the release of any easements affecting the Property, or to cause any
        utilities installed within such easements to be placed underground.

7.      REPRESENTATIONS, WARRANTIES, AND COVENANTS; CONDITION OF PROPERTY.

        a.      SELLER'S REPRESENTATIONS AND WARRANTIES. Seller hereby
                represents and warrants to Purchaser that:

                i.      GOOD STANDING. Seller is a limited partnership duly
                        organized, validly existing and in good standing in the
                        state of its organization and duly qualified to do
                        business and in good standing in the state where the
                        Property is located with the power to hold and convey
                        the Property.

                ii.     DUE AUTHORITY. Seller has all requisite power and
                        authority to execute and deliver this Agreement and to
                        carry out its obligation hereunder and the transactions
                        contemplated hereby. This Agreement has been, and the
                        documents contemplated hereby will be, duly executed and
                        delivered by Seller and constitute the Seller's legal,
                        valid and binding obligations enforceable against Seller
                        in accordance with its terms. Neither this Agreement nor
                        the consummation by Seller of the sale of the Property
                        is in violation of or in conflict with nor does it
                        constitute a default under any term or provision of the
                        organizational documents of Seller, or any of the terms
                        of any agreement or instrument to which Seller is or may
                        be bound.


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                iii.    COLLECTIVE BARGAINING AGREEMENTS AND BENEFIT PLANS. No
                        collective bargaining agreements between Seller and any
                        labor organization apply to the operation and/or
                        management of the Property. No pension, retirement,
                        profit-sharing or similar plan or fund, ERISA qualified
                        or otherwise, has been established by Seller in
                        connection with the Property and no liabilities for
                        pension or retirement payments exist in connection
                        therewith.

                iv.     BANKRUPTCY, ETC. No bankruptcy, insolvency,
                        rearrangement or similar action involving the Property,
                        whether voluntary or involuntary, is pending or, to
                        Seller's knowledge, threatened, and Seller has never:

                        [a]     filed a voluntary petition in bankruptcy;
                        [b]     been adjudicated a bankrupt or insolvent or
                                filed a petition or action seeking any
                                reorganization, arrangement, recapitalization,
                                readjustment, liquidation, dissolution or
                                similar relief under any Federal bankruptcy act
                                or any other laws;
                        [c]     sought or acquiesced in the appointment of any
                                trustee, receiver or liquidator of all or any
                                substantial part of its or his properties, the
                                Property, personal property or any portion
                                thereof, or
                        [d]     made an assignment for the benefit of creditors
                                or admitted in writing its or his inability to
                                pay its or his debts generally as the same
                                become due.

                        Seller is not anticipating or contemplating any of the
                        actions set forth in [a] through [d] of this subsection.

                v.      LITIGATION. Except as set forth on SCHEDULE 3, there is
                        no pending or, to Seller's knowledge, threatened,
                        judicial, municipal or administrative proceedings with
                        respect to, or in any manner affecting the Property or
                        in which Seller is or will be a party by reason of
                        Seller's ownership of the Property or any portion
                        thereof.

                vi.     CONDEMNATION/TAXES. Except as set forth in the Title
                        Commitment and/or the Due Diligence Materials, Seller
                        has not received any written notices of any condemnation
                        actions, special assessments or increases in the rate of
                        taxes or other governmental impositions of any nature
                        which are pending or threatened with respect to the
                        Property or any portion thereof.

                vii     LIENS. Except as set forth in the Title Commitment
                        and/or the Due Diligence Materials, to the actual
                        knowledge of Seller, there are no liens or security
                        interests against the Land, the Improvements or against
                        any other portion of the Property, nor are there any
                        actions pending which would result in the creation of
                        any lien for any Improvements, and Seller shall not
                        create or voluntarily permit to be created any liens,
                        easements or other conditions affecting any portion of
                        the Property without the prior


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                        written consent of Purchaser. At the Closing, there will
                        be no unpaid bills or claims in connection with any
                        construction or repair of the Improvements or other work
                        performed or material purchased by Seller in connection
                        with the Improvements.

                viii    MANAGEMENT AGREEMENT. Seller shall cause any management
                        agreement affecting the Property prior to the Closing
                        Date to be terminated as of the Closing. As of the
                        Closing, there will not be any service, supply or
                        maintenance agreements with respect to the Property or
                        any portion thereof except for the Service Contracts
                        which will be assumed by Purchaser hereunder. All
                        persons who are currently employed by Seller in
                        connection with the management, operation or maintenance
                        of the Property, unless otherwise agreed by Purchaser in
                        writing or employed pursuant to a service, supply or
                        maintenance agreement assumed by Purchaser at Closing,
                        shall be terminated by Seller at or prior to Closing and
                        Seller shall indemnify and hold Purchaser harmless of
                        and from any and all claims by such employees. The lease
                        of any employees of Seller or Seller's affiliates (a
                        "Seller Employee Lease") who currently lease residential
                        space within the Property shall terminate not at
                        Closing, but on the last day of the first full month
                        after Closing), unless such Seller Employee Lease
                        provides for payment of rent at the current market rate
                        for the Property, or the employee agrees to pay rent at
                        the current market rate for the Property. Seller has
                        heretofore delivered to Purchaser copies of all Seller
                        Employee Leases pursuant to Section 4.a. hereof.

                ix      TITLE. Without expanding the special warranty of title
                        to be provided by Seller to Purchaser under the Deed
                        (hereinafter defined), Seller is the owner of good and
                        indefeasible fee simple title to the Property, subject,
                        to the actual knowledge of Seller, only to matters of
                        record which should be set forth in the Title
                        Commitment.

                x.      TAXES. To Seller's actual knowledge, Seller has paid all
                        taxes, charges and assessments (special or otherwise)
                        required to be paid to any taxing authority which are
                        currently due and could in any way now or hereafter
                        constitute a lien against the Property or any part
                        thereof (except for taxes and assessments for the
                        current year). Seller has not received any written
                        notice from any taxing authority or governmental agency
                        asserting that Seller has failed to file or has
                        improperly filed any tax return or report required to be
                        filed by it, or that it has not paid all taxes, charges
                        or assessments now owing by it (except current taxes and
                        assessments not yet delinquent) which could in any way
                        now or hereafter constitute a lien against the Property
                        or any part thereof; and to the actual knowledge of
                        Seller, no action or proceeding is now pending by a
                        governmental agency or authority for the assessment or
                        collection of such taxes, charges or assessments against
                        Seller. Except as set forth in the Title Commitment
                        and/or the Due Diligence Materials, to the actual
                        knowledge of Seller, the


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                        Property is not the subject of any taxes, assessments,
                        fees of any type or kind relating to the imposition of
                        any roadway, utility or other district created or
                        assessed by the State of Florida, or any governmental
                        agency or subdivision thereof, including the
                        municipality in which the Property is located.

                xi.     SCHEDULES. With regard to Seller's schedules (including
                        cash flow reports and financial data, operating
                        expenses, property facts, mortgage information and lease
                        characteristics) and other due diligence information
                        relating to the Property which have been or are to be
                        furnished to Purchaser, Seller has not intentionally
                        misrepresented the information shown thereby, and, to
                        Seller's actual knowledge, there are no materially
                        misleading or inaccurate items or information shown
                        thereby or contained therein.

                xii.    INSURANCE. Seller has not received any written notices
                        from any insurance company of any defects or
                        inadequacies in the Property or any part thereof which
                        would materially and adversely affect the insurability
                        of the Property or the premiums for the insurance
                        thereof.

                xiii.   LEASES. The Leases to which Purchaser has access are
                        true and correct, are in full force and effect and
                        constitute all of the leases affecting the Property,
                        and, other than as contained within the Leases: [a] no
                        Tenants are or shall be entitled to any rebates,
                        allowances, rent concessions or free rent for any period
                        subsequent to the Closing without the prior written
                        consent of Purchaser; [b] all obligations and items of
                        an inducement nature to be performed by the landlord
                        under the Leases have been fully performed and no
                        commitments have been made to any tenant for repairs or
                        improvements other than a general landlord requirement
                        for normal maintenance in the future; [c] no rents due
                        under any of said leases have been assigned,
                        hypothecated or encumbered (except pursuant to the liens
                        and security interests reflected in the Title
                        Commitment); [d] except as set forth on the Rent Roll,
                        to Seller's actual knowledge, neither Seller nor any
                        Tenant, is currently in default under any Lease; [e] no
                        Tenant has any purchase option, right of first refusal,
                        or other interest (other than its leasehold tenancy for
                        a specified term as stated in its lease); [f] there are
                        no pending claims asserted by any tenants for offsets
                        against rent or any other claims (whether monetary or
                        otherwise) made against Seller as landlord under the
                        Leases; and [g] except as set forth on the Rent Roll,
                        there are no fees or commissions payable to any person
                        or entity in regard to the Leases.

                xiv.    LICENSES. To Seller's actual knowledge, all Licenses
                        necessary for the operation and occupancy of the
                        Property, including, but not limited to, all building
                        and use permits and a certificate of occupancy, have
                        been obtained.


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                xv.     VIOLATIONS. Seller has not received any written notice
                        of any violation of any ordinance, regulation, law or
                        statute pertaining to the Property or any portion
                        thereof. Seller has not received written notice that the
                        Property or Seller are the subject of any pending or
                        threatened investigation or inquiry by any federal,
                        state, local or other governmental authority or any
                        board of fire underwriters (or other body exercising
                        similar functions), or are subject to any remedial
                        obligations under any applicable state or federal laws
                        pertaining to health or the environment ("APPLICABLE
                        ENVIRONMENTAL LAWS"), including, without limitation, the
                        Comprehensive Environmental Response, Compensation, and
                        Liability Act of 1980, as amended, the Resource
                        Conservation and Recovery Act of 1987, as amended.
                        Seller has not received written notice that Seller or
                        the Property are in violation of Applicable
                        Environmental Laws.

                xvi.    SERVICE CONTRACTS. To the actual knowledge of Seller,
                        Seller is not in default under any Service Contracts.

                xvii.   SELLER REPRESENTATIVES. The individuals referenced in
                        the immediately following paragraph are the
                        representatives of Seller in charge of the operation,
                        maintenance and management of the Property and are the
                        representatives of Seller most likely to have knowledge
                        relative to the matters addressed in this Section 7.a.

                When any representation or warranty of Seller is made "to
                Seller's knowledge" or the like, such representation or warranty
                is made to the actual knowledge of Wanda Norrick (the regional
                supervisor for FF Properties L.P.), Rita Wilson (the Vice
                President for FF Properties L.P.), Glenn Jones (the chief
                financial officer for FF Properties, Inc., as Manager of
                Fairfield Financial LLC, as Manager of FF Pinehurst Park, LLC,
                the General Partner in Seller), and/or Brent Ball (the person
                responsible for managing disposition of the Property) without
                investigation or inquiry, with the understanding and agreement
                that such person shall have no liability under or in connection
                with this Agreement. The representations and warranties of
                Seller set forth above are made as of the Effective Date and,
                unless otherwise modified by Seller in accordance with the
                following sentence, as of the Closing Date; provided, that
                Seller makes no representation that there will not be a change
                in any of the matters referred to therein between the date
                hereof and the Closing Date. Seller shall notify Purchaser of
                any fact, event or circumstance which would cause any of
                Seller's representations or warranties to be untrue or incorrect
                in any material respect on or before that date which is two (2)
                business days after Seller learns of such fact, event or
                circumstance. In the event Purchaser discovers a material breach
                of or untruth, inaccuracy, or failure in any representation or
                warranty of Seller (hereinafter collectively referred to as a
                "BREACH") and such Breach is discovered after the Effective Date
                but before Closing, Purchaser, as Purchaser's sole and exclusive
                remedy, shall be entitled to terminate this Agreement by written
                notice delivered to Seller on or prior to the


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                Closing Date (unless Seller agrees in Seller's sole discretion
                to cure such Breach and/or indemnify Purchaser for all losses
                and expenses pertaining to such Breach pursuant to an agreement
                in form and substance reasonably acceptable to Purchaser),
                failing which Purchaser shall be deemed to have waived such
                Breach and any corresponding right to terminate this Agreement
                pursuant to this Section and elected to purchase the Property in
                accordance with the provisions of this Agreement. If Purchaser
                terminates this Agreement pursuant to the preceding sentence,
                the Earnest Money shall be refunded to Purchaser. Purchaser
                shall not be entitled to maintain any claim or action against
                Seller in connection with any Breach which was discovered by
                Purchaser on or prior to the Closing Date. Any claim, action or
                proceeding filed by Purchaser against Seller with respect to all
                such Breaches (and Seller's liability in connection therewith):
                (i) shall be invalid unless such claims, actions or proceedings,
                in the aggregate, exceed the sum of $100,000.00, and in no event
                shall Seller be liable or responsible for any indirect or
                consequential damages, including without limitation, lost
                profits; and (ii) shall not exceed $700,000.00 in the aggregate
                with respect to any Breach which is the subject of a lawsuit
                filed against Seller within twenty four (24) months following
                the Closing Date and shall not exceed $1,000.00 in the aggregate
                with respect to any Breach which is the subject of a lawsuit
                filed against Seller more than twenty four (24) months following
                the Closing Date. If Purchaser commences a claim, action or
                proceeding against Seller with respect to all such Breaches and
                the actual damages incurred by Purchaser in connection with such
                Breaches is equal to or less than $100,000.00 in the aggregate
                or Seller is determined to have no liability in connection
                therewith, Purchaser shall pay to Seller all costs and expenses,
                including without limitation, attorneys fees, incurred by Seller
                in connection with such claim, action or proceeding. The
                provisions of this paragraph shall survive the Closing.

        b.      PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser hereby
                represents and warrants to Seller that:

                i.      GOOD STANDING. Purchaser is a limited liability company
                        duly organized, validly existing and in good standing in
                        the state of its organization.

                ii.     DUE AUTHORITY. Purchaser has all requisite power and
                        authority to execute and deliver this Agreement and to
                        carry out its obligation hereunder and the transactions
                        contemplated hereby. This Agreement has been, and the
                        documents contemplated hereby will be, duly executed and
                        delivered by Purchaser and constitute the Purchaser's
                        legal, valid and binding obligation enforceable against
                        Purchaser in accordance with its terms. The consummation
                        by Purchaser of the purchase of the Property is not in
                        violation of or in conflict with nor does it constitute
                        a default under any term or provision of the
                        organization documents of Purchaser, or any of the terms
                        of any agreement or instrument to which Purchaser is or
                        may be bound, or of any provision of any


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                        applicable law, ordinance, rule or regulation of any
                        governmental authority or of any provision of any
                        applicable order, judgment or decree of any court,
                        arbitrator or governmental authority.

                iii.    BANKRUPTCY, ETC. No bankruptcy, insolvency,
                        rearrangement or similar action involving the Property,
                        whether voluntary or involuntary, is pending or, to
                        Purchaser's knowledge, threatened, and Purchaser has
                        never:

                        [a]     filed a voluntary petition in bankruptcy;
                        [b]     been adjudicated a bankrupt or insolvent or
                                filed a petition or action seeking any
                                reorganization, arrangement, recapitalization,
                                readjustment, liquidation, dissolution or
                                similar relief under any Federal bankruptcy act
                                or any other laws;
                        [c]     sought or acquiesced in the appointment of a
                                trustee, receiver or liquidator of all or any
                                substantial part of its or his properties,
                                personal property or any portion thereof, or
                        [d]     made an assignment for the benefit of creditors
                                or admitted in writing its or his inability to
                                pay its or his debts generally as the same
                                become due.

                        Purchaser is not anticipating or contemplating any of
                        the actions set forth in [a] through [d] of this
                        subsection.

        c.      COVENANTS OF SELLER AND PURCHASER.

                i.      OPERATION OF THE PROPERTY. Seller shall prior to the
                        Closing continue to operate the Property in
                        substantially the same manner as the Property was
                        operated by Seller prior to and on the Effective Date,
                        and Seller shall maintain the Property in substantially
                        the same condition as the Property is in on the
                        Effective Date, normal wear and tear and damage by fire
                        or casualty excepted.

                ii.     LEASING. From the date hereof until the Closing, Seller
                        shall not, without the prior written consent of
                        Purchaser:

                        [a]     enter into any lease for commercial space;
                        [b]     enter into any residential lease except at
                                market rates (as set forth on EXHIBIT "E"
                                attached hereto), for a term not to extend
                                beyond August 15, 2006 and not shorter than six
                                (6) months, and using a form other than the
                                standard lease form used by Seller;
                        [c]     accept any advance payment for more than thirty
                                (30) days of any rent under any Lease; or
                        [d]     except as provided in the Lease, waive, reduce
                                or forgive any rent required to be paid under
                                any Lease after the Closing Date.


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                iii.    SERVICE AGREEMENTS. Without Purchaser's prior written
                        consent, Seller agrees not to enter into any Service
                        Contracts prior to the Closing which shall survive the
                        Closing unless same are terminable upon thirty (30) days
                        prior written notice without penalty or termination
                        charge.

                iv.     INSURANCE POLICIES. Seller shall, at its own expense,
                        keep and maintain in full force and effect through the
                        Closing, a policy or policies of all risk and general
                        liability insurance covering the Property, from time to
                        time on the Property, against loss or damage by fire,
                        vandalism, malicious mischief, lightning, windstorm,
                        water, accidents, contingent liability and other
                        insurable perils, and rent loss insurance in amounts not
                        less than those in force as of the date hereof.

                v.      LICENSES. At all times from the date of this Agreement
                        to the Closing, Seller shall cause to be maintained in
                        force all Licenses.

                vi.     LEASES. Prior to Closing, but not thereafter, Seller
                        shall keep and perform all of the obligations to be
                        performed by the landlord under the Leases, including
                        without limitation any maintenance of the Property to be
                        performed by the landlord under such Leases, all
                        substantially in the same manner as such obligations
                        were performed prior to the date hereof. Seller agrees
                        to continue its existing efforts to retain the existing
                        tenants and to secure new tenants for the Property, at
                        rentals and upon terms and conditions as are set forth
                        on EXHIBIT "E" attached hereto, or such other rentals,
                        terms and conditions as are reasonably approved by
                        Purchaser, such approval not to be unreasonably withheld
                        or delayed.

                vii.    NOTICES. Prior to Closing, but not thereafter, Seller
                        shall (a) give notice to Purchaser immediately upon (i)
                        Seller's receipt of any notice from any governmental
                        authority of a violation of any Applicable Laws or
                        acquiring knowledge of the receipt of any such notice by
                        any Tenant of any portion of the Property and (ii)
                        acquiring knowledge of the presence of any hazardous
                        substances on the Property in a condition that is
                        resulting or could reasonably be expected to result in
                        any adverse environmental impact, with a full
                        description thereof and (b) promptly comply with all
                        Applicable Environmental Laws requiring notice, removal,
                        treatment, or disposal of such hazardous substances to
                        the extent that Seller has actual knowledge thereof.

                viii.   LEASING STATUS. Prior to Closing, but not thereafter,
                        Seller shall provide Purchaser on a weekly basis with
                        copies of the weekly lease status reports prepared by
                        Seller with respect to the Property, together with any
                        updated Rent Roll (which Rent Roll shall be updated on a
                        monthly basis).

                ix.     PROHIBITION AGAINST CONDOMINIUM CONVERSION. Purchaser
                        represents and warrants to Seller that Purchaser is
                        purchasing the Property as an


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                        apartment rental project and agrees not to convert the
                        Property or permit the Property to be converted to a
                        condominium use or fractional ownership for a period
                        expiring on the earlier of (A) the expiration of any
                        applicable statute of limitations relative to any
                        liability of Seller or its affiliates to future
                        purchasers of condominium units and (B) that date which
                        is seven (7) years after the Closing Date, except in
                        strict compliance with the Condominium Conversion
                        Agreement (hereinafter defined). Purchaser acknowledges
                        that Seller is relying on the foregoing representation
                        as partial consideration for Seller's execution of this
                        Agreement and conveyance of the Property to Purchaser.
                        On the Closing Date, Seller and Purchaser will execute
                        and deliver a Condominium Conversion Agreement (herein
                        so called) in the form set forth on EXHIBIT "J" which
                        will be recorded against the Property at the Closing.

                x.      WEBSITE. Following the Closing, and thereafter until
                        August 31, 2005, Seller will cause the Website to
                        automatically redirect to Purchaser's website (as
                        designated by Purchaser) any inquiries relative to the
                        Property, and any actual cost or expense associated
                        therewith shall be borne by Purchaser. The terms and
                        provisions of this Section 7.c.x shall survive the
                        Closing.

                xi.     AUDIT. For a period of one (1) year following the
                        Closing, Seller will permit Purchaser's auditors,
                        without cost or charge (except that Purchaser shall be
                        responsible for reimbursing Seller for all costs and
                        expenses incurred by Seller in connection therewith),
                        and subject to Seller's receipt of a confidentiality
                        agreement executed by such auditors, to have access to
                        Seller's books and records relative to the Property, but
                        not the Excluded Property (which books and records shall
                        be accompanied by Seller's letter to Purchaser's
                        auditors in the form set forth on EXHIBIT "K" attached
                        hereto, which letter may not be relied on by Purchaser
                        for any reason or purpose) for the purpose of
                        examination of such books and records in order to
                        prepare audited financial statements at Purchaser's cost
                        and expense, which audit shall be performed at no cost
                        to Seller. The terms and provisions of this Section
                        7.c.xi shall survive the Closing.

8.      CLOSING. The closing (the "CLOSING") of the sale of the Property by
        Seller to Purchaser shall occur on or before March 29, 2005 (the
        "CLOSING DATE"), and same shall be coordinated through the offices of
        the Title Company (although neither party shall be obligated to be
        present at the Closing as long as all items required to be delivered by
        such party at closing are timely delivered to the Title Company on or
        prior to the Closing Date). At the Closing the following shall occur
        prior to 12:00 noon, Central Standard Time, on the Closing Date:

        a.      SELLER TO DELIVER. Seller, at its expense, shall deliver or
                cause to be delivered to Purchaser the following:


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                i.      A Special Warranty Deed (the "DEED") in the form of
                        EXHIBIT "F", fully executed and acknowledged by Seller,
                        conveying to Purchaser the Land and Improvements,
                        subject only to the Permitted Encumbrances;
                ii.     A Bill of Sale and Assignment (the "BILL OF SALE") in
                        the form of EXHIBIT "G", fully executed and acknowledged
                        by Seller, assigning, conveying, and transferring all of
                        the Property other than the Land and Improvements, to
                        Purchaser, subject only to the Permitted Encumbrances;
                iii.    Such affidavits as may be reasonably required by the
                        Title Company, including, without limitation, mechanics'
                        liens, parties in possession and gap affidavits;
                iv.     A current certificate reflecting that since the date of
                        the UCC Searches, no Uniform Commercial Code filings,
                        chattel mortgages, assignments, pledges, or other
                        encumbrances have been filed in the offices of the
                        Secretary of State of the State of Texas, the State of
                        Florida or the County Clerk of Alachua County with
                        reference to the Property;
                v.      Evidence reasonably satisfactory to the Title Company
                        that the persons executing and delivering the closing
                        documents on behalf of Seller have full right, power and
                        authority to do so;
                vi.     A Certificate in the form of EXHIBIT "H" meeting the
                        requirements of Section 1445 of the Internal Revenue
                        Code of 1986, executed and sworn to by Seller;
                vii.    A current tenant Rent Roll, certified by Seller to be
                        true, correct and complete to Seller's knowledge in all
                        material respects, dated no earlier than ten (10) days
                        prior to the Closing Date;
                vii.    Originals (or copies if originals are not available) of
                        all Leases, including all guaranties thereof and
                        amendments thereto and all consents or waivers with
                        respect thereto that modify or supplement the provisions
                        thereof in any respect, and all correspondence files
                        related thereto;
                viii.   A notice to Tenants in the form set forth on EXHIBIT "I"
                        attached hereto (the "TENANT NOTICE LETTER");
                ix      Possession of the Property;
                x.      The Condominium Conversion Agreement, duly executed by
                        Seller; and
                xi.     the Agreement Regarding Construction, duly executed by
                        Seller.

        b.      PURCHASER TO DELIVER. Purchaser, at its expense, shall deliver
                or cause to be delivered to Seller the following:

                i.      Funds available for immediate value in Seller's
                        accounts, in the amount of the Purchase Price as
                        specified in Section 3, less credits, prorations and
                        deductions as herein set forth;
                ii.     Evidence satisfactory to Title Company that the person
                        executing the closing documents on behalf of Purchaser
                        (to the extent applicable) has full right, power, and
                        authority to do so; and
                iii.    The Bill of Sale, Tenant Notice Letter, Restrictive
                        Covenant Agreement and Condominium Conversion Agreement
                        duly executed by Purchaser.


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        c.      EXPENSES OF CLOSING. Seller shall pay the base ALTA owner's
                title insurance premium, subject to any available credit, if
                any. Purchaser shall pay for all title endorsements, and any
                deletions, exceptions or other upgraded policy provisions.
                Purchaser shall pay for all transfer and mortgage taxes.
                Purchaser shall pay any recording and documentary stamp taxes
                applicable to the purchase of the Property and any financing
                obtained by Purchaser in connection with the purchase of the
                Property. Except as otherwise provided herein, Purchaser and
                Seller shall share equally any escrow and closing charges.
                Purchaser and Seller shall respectively pay such other costs in
                connection with the Closing as is customary in the State of
                Florida.

        d.      PRORATIONS. The following shall be apportioned between Seller
                and Purchaser as of 12:00 midnight of the evening prior to the
                Closing Date (the "APPORTIONMENT DATE"):

                i.      all rent and other amounts under or pursuant to the
                        Leases (collectively, "RENTS") with respect to the month
                        in which the Closing occurs (whether collected or not),
                        with any delinquent Rents as of the Closing Date to be
                        apportioned in accordance with Section 8.e. hereof;
                ii.     real estate taxes, assessments, vault charges and taxes,
                        and any other governmental taxes and charges levied or
                        assessed against the Property (collectively, "PROPERTY
                        TAXES"), on the basis of the respective periods for
                        which each is assessed or imposed, to be apportioned in
                        accordance with Section 8.f. hereof;
                iii.    water rates and charges, sewer rents and taxes, if any,
                        based on meter readings to be apportioned in accordance
                        with Section 8.g. hereof;
                iv.     charges for electricity, steam, gas and any other
                        utilities (collectively, "Utilities") made by the
                        utility companies servicing the Property to be
                        apportioned in accordance with Section 8.h. hereof, and
                        transferable utility deposits, if any, shall be
                        transferred to Purchaser, and all such transferable
                        utility deposits shall be reimbursed by Purchaser to
                        Seller;
                v.      fuel, if any, as estimated by Seller's supplier, at
                        current cost, together with any sales taxes payable in
                        connection therewith, if any. A letter from Seller's
                        fuel supplier shall be conclusive evidence as to the
                        quantity of fuel on hand and the current cost therefor;
                vi.     any other charges or payments to be paid pursuant to any
                        Service Contract or Lease with respect to the Property
                        to be apportioned on the basis of the period for which
                        the same is payable; and
                vii     All Deposits shall be delivered to Purchaser at the
                        Closing or credited to the Purchase Price.

        e.      RENTS. Rents which are past due on the Closing Date
                (collectively, "TENANT RECEIVABLES") shall be apportioned on the
                basis of the period for which the same is payable and if, as and
                when collected, as follows:


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                i.      During the period ending one (1) year after Closing,
                        Purchaser shall deliver to Seller any and all Tenant
                        Receivables to the extent subsequently collected by
                        Purchaser. Purchaser shall apply rent and other income
                        received after Closing as follows: first, to payment of
                        the rent and reimbursements then due for periods
                        following the Closing Date; this amount shall be
                        retained by Purchaser; second, to reasonable collection
                        costs; this amount shall be delivered to Purchaser;
                        third, to Tenant Receivables arising prior to Closing,
                        this amount shall be delivered to Seller if, as and when
                        collected by Purchaser; provided, however, Seller shall
                        have the right to pursue against former (but not
                        current) Tenants the collection of Tenant Receivables
                        which accrued prior to Closing at any time for a period
                        of one (1) year after Closing without prejudice to
                        Seller's rights or Purchaser's obligations hereunder.
                        For purposes of assuring compliance with the provisions
                        of this Agreement, Seller shall, during all periods of
                        any continuing obligation of Seller to Purchaser, have
                        access to Purchaser's relevant records and accounts
                        relative to Tenant Receivables upon reasonable written
                        notice. Any Tenant Receivables received by Purchaser to
                        which Seller is entitled shall be held in trust for
                        Seller on account of said Tenant Receivables payable to
                        Seller, and Purchaser shall remit to Seller any such
                        sums received by Purchaser to which Seller is entitled
                        at least once every calendar month following the Closing
                        Date. Seller expressly agrees that if Seller receives
                        any amounts after the Closing Date which are
                        attributable, in whole or in part, to any period after
                        the Closing Date, Seller shall remit to Purchaser that
                        portion of the moneys so received by Seller to which
                        Purchaser is entitled within ten (10) business days
                        after receipt thereof.

                ii.     Any prepaid Rents attributable to periods following the
                        Closing Date shall be retained by Seller and the amount
                        thereof shall be credited to Purchaser at Closing.

        f.      PROPERTY TAXES. Property Taxes shall be apportioned on the basis
                of the fiscal period for which assessed. If the Apportionment
                Date shall occur either before an assessment is made or a tax
                rate is fixed for the tax period in which the Closing Date
                occurs, the apportionment of such Property Taxes based thereon
                shall be made at the Apportionment Date by applying the most
                current tax rate to the latest assessed valuation. Purchaser
                shall provide to Seller written evidence of such assessment
                and/or tax rate for the current year within ten (10) days of
                Purchaser's receipt of same. The apportionment thereof shall be
                recalculated and Seller or Purchaser, as the case may be, shall
                promptly make an appropriate payment to the other based on such
                recalculation within said ten (10) day period, provided,
                however, if either Seller or Purchaser does not notify the other
                party of any required adjustments pursuant to this Section 8.f.
                on or prior to the Termination Date, such party shall have no
                further right to seek or require payment by the other party of
                any other sums under this Section 8.f.


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        g.      WATER CHARGES. If there are water meters on the Premises, the
                unfixed water rates and charges, sewer rents and taxes covered
                by meters, if any, shall be apportioned (i) on the basis of an
                actual reading done on or immediately prior to the Apportionment
                Date, or (ii) if such reading has not been made, on the basis of
                the last available reading. If the apportionment is not based on
                an actual current reading, then Purchaser shall within thirty
                (30) days from Closing have an actual reading done and deliver
                the written results of same to Seller. Upon the receipt of such
                subsequent actual reading by Seller, the apportionment shall be
                readjusted and Seller or Purchaser, as the case may be, shall
                deliver within three (3) business days thereof to the other the
                amount determined to be due upon such readjustment.

        h.      UTILITIES. Utilities shall be apportioned on the basis of actual
                current readings or, if it is not commercially reasonable for
                Seller to obtain such readings prior to Closing, then on the
                basis of the most recent bills that are available. If any
                apportionment is not based on an actual current reading then,
                Purchaser shall within thirty (30) days from Closing have an
                actual reading done and deliver the written results of same to
                Seller. Upon the receipt of such subsequent actual reading by
                Seller, the apportionment shall be readjusted and Seller or
                Purchaser, as the case may be, shall promptly deliver to the
                other the amount determined to be due upon such readjustment.

        i.      CLOSING ADJUSTMENTS. If the computation of the aforementioned
                apportionments shows that a net amount is owed by Seller to
                Purchaser, such amount shall be credited against the Purchase
                Price payable by Purchaser on the Closing Date. If such
                computation shows that a net amount is owed by Purchaser to
                Seller, such amount shall be paid to Seller by Purchaser on the
                Closing Date.

        j.      POST CLOSING ADJUSTMENTS. The provisions of Sections 8.e.
                through 8.h. shall survive the Closing, provided that notice of
                any claim for adjustment hereunder must be provided to the other
                party prior to the earlier to occur of (x) ninety (90) days
                after Purchaser delivers to Seller a detailed adjustment
                reconciliation (taking into account Tenant Receivables and all
                other apportioned items as provided in this Section 8) and (y)
                the expiration of six (6) months following the Closing Date (the
                "TERMINATION DATE").

        k.      RESPONSIBILITY FOR EXPENSES. Seller shall pay all costs and
                liabilities relating to the Property that are attributable to
                the period prior to the Closing Date. Purchaser shall pay all
                costs and liabilities relating to the Property that are
                attributable to the period from and after the Closing Date. The
                provisions of this Section 8.k. shall survive the Closing.

        l.      POSSESSION. At the Closing, Seller shall deliver to Purchaser
                possession of the Property free and clear of all tenancies of
                every kind and parties in possession, except for the Tenants
                under the Leases, with all parts of the Property (including
                without limitation the Leases, Improvements and Personalty) in
                substantially the same condition as on the date hereof, normal
                wear and damage by fire or casualty only excepted.


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9.      COMMISSIONS. Purchaser and Seller each warrant and represent to the
        other that it has not dealt or negotiated with any broker in connection
        with this transaction other than CB Richard Ellis whose commission shall
        be paid by Seller pursuant to a separate written agreement between
        Seller and such broker. If Closing and funding do not occur for any
        reason, no commission shall be earned, due or payable. Each party hereby
        agrees to indemnify and hold the other party hereto harmless from and
        against any and all claims, demands, causes of action, loss, costs and
        expenses (including reasonable attorneys' fees and disbursements, as
        incurred) or other liability arising from or pertaining to any brokerage
        commissions, fees, or other compensation, which may be due to any
        brokers or persons claiming a commission as a result of an agreement
        with such party in connection with this transaction.

10.     DESTRUCTION, DAMAGE, OR TAKING BEFORE CLOSING. If, before Closing, all
        or any material part of the Land, Improvements or Personalty are
        destroyed or damaged, or become subject to condemnation or eminent
        domain proceedings or threat thereof, then Seller shall promptly notify
        Purchaser thereof. Purchaser may elect to proceed with the Closing
        (subject to the other provisions of this Agreement) by delivering notice
        thereof to Seller within ten (10) business days of receipt of Seller's
        notice respecting the damage, destruction, or taking, but Purchaser
        shall be entitled to all insurance proceeds or condemnation awards
        payable as a result of such damage or taking and Seller shall assign to
        Purchaser at Closing Seller's rights to such proceeds or awards. If,
        within ten (10) business days of receipt of Seller's notice respecting
        the damage, destruction, or taking, Purchaser notifies Seller of its
        intent to terminate this Agreement, this Agreement shall terminate, the
        Earnest Money shall be immediately returned to Purchaser and, except for
        obligations of Seller and Purchaser which survive termination of this
        Agreement, the parties shall have no further obligations hereunder. For
        the purposes of this Section 10, damage or a taking shall be considered
        to be "material" if the value of the portion of the Land, Improvements,
        or Personalty damaged or taken exceed $500,000 in value, or, in the case
        of a taking, if any portion of the Land (or the access thereto),
        Improvements, or Personalty is taken or threatened to be taken.


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<PAGE>

11.     TERMINATION AND REMEDIES.

        a.      If Purchaser fails to consummate the purchase of the Property
                pursuant to this Agreement for any reason other than timely
                termination hereof pursuant to a right granted to Purchaser in
                Sections 5.b., 6, 7.a., 10, 11.c. or 12.n., then Seller, as its
                sole and exclusive remedy, may terminate this Agreement by
                notifying Purchaser thereof, in which event Title Company shall
                deliver the Earnest Money theretofore deposited by Purchaser
                with Title Company hereunder to Seller as liquidated damages,
                whereupon, except for obligations of Purchaser which survive
                termination of this Agreement, neither Purchaser nor Seller
                shall have any further rights or obligations hereunder. The
                provision for payment of liquidated damages has been included
                because, in the event of a breach by Purchaser, the actual
                damages to be incurred by Seller can reasonably be expected to
                approximate the amount of liquidated damages called for herein
                and because the actual amount of such damages would be difficult
                if not impossible to measure accurately. Nothing contained in
                this Section 11.a. shall limit Seller's remedies with respect to
                any obligation of Purchaser which survives the Closing or
                termination of this Agreement.

        b.      If Purchaser terminates this Agreement pursuant to Sections
                5.b., 6, 7.a., 10, 11.c. or 12.n., then the Title Company shall
                return the Earnest Money to Purchaser, whereupon neither party
                hereto shall have any further rights or obligations hereunder,
                except for those which survive the termination of this
                Agreement.

        c.      If Seller fails to consummate the sale of the Property pursuant
                to this Agreement for any reason other than Purchaser's failure
                to perform its obligations hereunder in all material respects or
                termination hereof by Purchaser in accordance with Section
                11.b., or any of Seller's representations or warranties herein
                are untrue, incorrect and inaccurate in any material respect, or
                Seller breaches any material covenant of Seller hereunder, then
                Purchaser may, as its exclusive remedies therefor: (i) terminate
                this Agreement by notifying Seller thereof, in which case Title
                Company shall deliver the Earnest Money to Purchaser and neither
                party hereto shall have any further rights or obligations
                hereunder, except for those which survive the termination of
                this Agreement; or (ii) enforce specific performance of the
                obligations of Seller hereunder, and all expenses, including
                reasonable attorneys' fees and litigation costs, incurred in
                enforcing its rights and remedies hereunder. In no event shall
                Purchaser have the right to pursue or be entitled to recover any
                damages from Seller in connection with any breach of this
                Agreement by Seller, all of which are hereby expressly waived by
                Purchaser. Nothing contained in this Section 11.c. shall limit
                Purchaser's remedies with respect to any obligation of Seller
                which survives the Closing or termination of this Agreement.


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<PAGE>

12.     MISCELLANEOUS.

        a.      NOTICES. All notices provided or permitted to be given under
                this Agreement must be in writing and may be served by
                depositing same in the United States mail, addressed to the
                party to be notified, postage prepaid and registered or
                certified with return receipt requested; by delivering the same
                to such party by recognized delivery service; by nationally
                recognized overnight delivery service or by facsimile copy
                transmission. Notice given in accordance herewith shall be
                effective upon delivery to the address of the addressee. For
                purposes of notice, the addresses of the parties shall be as
                follows:

                If to Seller:           Fairfield Pinehurst Park, Ltd.
                                        2045 North Highway 360
                                        Suite 250
                                        Grand Prairie, Texas 75050
                                        Attn: Glenn D. Jones
                                        Telephone No: (817) 816-9400
                                        Facsimile No: (817) 640-9499
                                        Email: SHILL@FAIRFIELDRESIDENTIAL.COM

                with a copy to:         David M. Tatum
                                        Geary, Porter & Donovan, P.C.
                                        16475 Dallas Parkway, Suite 500
                                        Addison, Texas  75001
                                        Telephone No: (972) 349-2207
                                        Facsimile No: (972) 931-9208
                                        Email: DTATUM@GPD.COM

                If to Purchaser:        ACC OP Acquisitions LLC
                                        805 Las Cimas Parkway
                                        Suite 400
                                        Austin, Texas 78746
                                        Attn:  William Talbot and Brian Winger
                                        Telephone No: (512) 732-1013
                                        Facsimile No: (512) 732-2450
                                        Email: TALBOT@STUDENTHOUSING.COM
                                               winger@studenthousing.com

                with a copy to:         Glast, Phillips & Murray, P.C.
                                        2200 One Galleria Tower
                                        13355 Noel Road
                                        Dallas, Texas 75240
                                        Attn: R. Craig Warner
                                        Telephone No: (972) 419-8300
                                        Facsimile No: (972) 419-8329
                                        Email: CWARNER@GPM-LAW.COM


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<PAGE>

                If to Title Company:    First American Title Insurance Company
                                        25400 U.S. Highway 19N, Suite 135
                                        Clearwater, FL  33763
                                        Attn: Bud Ellis
                                        Telephone No: (800) 331-2591
                                        Facsimile No: (727) 791-7240
                                        Email: BTELLIS@FIRSTAM.COM

                Either party hereto may change its address for notice by giving
                three days prior written notice thereof to the other party.
                Notices may be given by the above-named counsel to a party.
                Email addresses are included for informational purposes only,
                and any required notices must be delivered by one of the methods
                of delivery described above.

        b.      ASSIGNS, BENEFICIARIES. Except as hereinafter specified, this
                Agreement shall inure to the benefit of and be binding upon the
                parties hereto and their respective heirs, legal
                representatives, successors and assigns. This Agreement is for
                the sole benefit of Seller and Purchaser, and no third party is
                intended to be a beneficiary of this Agreement. Purchaser shall
                not have the right to transfer or assign its rights under this
                Agreement to any other party without the express written consent
                of Seller to be withheld or granted in Seller's sole discretion,
                except as set forth in the immediately following sentence.
                Notwithstanding the foregoing, Purchaser shall have the right to
                assign this Agreement and the rights of Purchaser hereunder to
                any affiliate of Purchaser without the consent of Seller. For
                purposes of this Agreement, the term "affiliate" means any
                entity which is controlled by, under common control with or
                controls Purchaser and/or any owner, member or parent of
                Purchaser. In the event of any such assignment, Purchaser shall
                promptly furnish to Seller an executed copy of the assignment in
                which the assignee assumes all of the rights and obligations of
                Purchaser hereunder. No consent given by Seller to any transfer
                or assignment of Purchaser's rights or obligations hereunder
                shall be construed as a consent to any other transfer or
                assignment of Purchaser's rights or obligations hereunder which
                arise following the date of such assignment. No transfer or
                assignment in violation of the provisions hereof shall be valid
                or enforceable.

        c.      LIMITATION ON LIABILITY. The obligations and liabilities of
                Seller or Purchaser under this Agreement and any document
                executed in connection with or pursuant to the terms of this
                Agreement shall not constitute personal obligations of the
                officers, directors, employees, agents, trustees, partners,
                members, representatives, stockholders or other principals or
                representatives of Seller or Purchaser. Notwithstanding any
                provision to the contrary contained in this Agreement or any
                document executed in connection with or pursuant to the terms of
                this Agreement, Seller's liability, if any, arising in
                connection with this Agreement or with the Property shall be
                limited to Seller's interest in the Property.


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<PAGE>

        d.      GOVERNING LAW. This Agreement shall be governed and construed in
                accordance with the laws of the State of Florida.

        e.      ENTIRE AGREEMENT. This Agreement is the entire agreement between
                Seller and Purchaser concerning the sale of the Property, and no
                modification hereof or subsequent agreement relative to the
                subject matter hereof shall be binding on either party unless
                reduced to writing and signed by the party to be bound. All
                Exhibits attached hereto are incorporated herein by this
                reference for all purposes.

        f.      RULE OF CONSTRUCTION; NO WAIVER. Purchaser and Seller
                acknowledge that each party has reviewed this Agreement and that
                the rule of construction to the effect that any ambiguities are
                to be resolved against the drafting party shall not be employed
                in the interpretation of this Agreement or any amendments
                hereto. No provision of this Agreement shall be deemed to have
                been waived by either party unless the waiver is in writing and
                signed by that party. No custom or practice which may evolve
                between the Purchaser and Seller during the term of this
                Agreement shall be deemed or construed to waive or lessen the
                right of either of the parties hereto to insist upon strict
                compliance of the terms of this Agreement.

        g.      CONFIDENTIALITY. Purchaser recognizes, understands and agrees
                that pursuant to this Agreement it will receive from Seller
                certain information regarding Seller and the ownership and
                operation of the Property, including, without limitation,
                certain of the information to be provided to Purchaser pursuant
                to Section 4 hereof which is designated by Seller as being
                "confidential information" (the "Confidential Information").
                Purchaser agrees that, unless required pursuant to a subpoena
                properly issued by a court of competent jurisdiction, it shall
                not, prior to Closing, voluntarily disclose any such
                Confidential Information to any third party or parties, except
                to agents, employees, independent contractors, inspectors,
                attorneys, accountants, consultants and brokers advising or
                assisting Purchaser with the transaction contemplated hereby,
                potential or actual investors, potential and actual lenders of
                all or a portion of the Purchase Price and as otherwise
                expressly allowed pursuant to the terms and provisions of this
                Agreement. The provisions of this Section 12.g. shall not
                survive Closing (but shall survive a termination) of this
                Agreement. Notwithstanding the foregoing, (a) nothing in this
                Section will preclude Purchaser from making any disclosures
                required or permitted by law or regulation or necessary or
                proper in conjunction with the filing of any tax return or other
                document required to be filed with any federal, state or local
                governmental body, authority or agency, including without
                limitation any filing to comply with applicable Securities and
                Exchange Commission disclosure obligations and (b) Seller
                acknowledges that Purchaser may (i) file a Current Report on
                Form 8-K with the Securities and Exchange Commission to disclose
                this Agreement and the transactions contemplated hereby, and
                (ii) in conjunction with the filing of such Form 8-K, issue a
                press release relative to this Agreement.


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<PAGE>

        h.      COUNTERPARTS. This Agreement may be executed in multiple
                counterparts, and all such executed counterparts shall
                constitute the same agreement. It shall be necessary to account
                for only one (1) such counterpart executed by each party hereto
                in proving the existence, validity or content of this Agreement.
                A facsimile copy of a signature of a party to this Agreement
                shall be sufficient to bind such party.

        i.      SEVERABILITY. If any provision of this Agreement is determined
                by a court of competent jurisdiction to be invalid or
                unenforceable, the remainder of this Agreement shall nonetheless
                remain in full force and effect.

        j.      SECTION HEADINGS. Section headings contained in this Agreement
                are for convenience only and shall not be considered in
                interpreting or construing this Agreement.

        k.      WORDS. Within this Agreement, words of any gender shall be held
                and construed to include any other gender, and words in the
                singular number shall be held and construed to include the
                plural, unless the context otherwise requires.

        l.      BACK UP CONTRACTS. Seller shall not, during the pendency of this
                Agreement, market the Property or negotiate or enter into back
                up contracts for the sale of the Property.

        m.      EFFECTIVE DATE. The "Effective Date" or any other reference to
                the date of this Agreement shall mean the date on which this
                Agreement is last signed by Seller and Purchaser, as indicated
                by their signatures below. If the last party to execute this
                Agreement fails to complete the date of execution below that
                party's signature, the Effective Date shall be the date this
                fully executed Agreement is delivered to the Title Company.

        n.      CONDITIONS. The following shall be conditions precedent to
                Purchaser's obligations hereunder:

                (i)     The condition of the Property shall not have materially
                        changed following the expiration of the Inspection
                        Period (except to the extent any such change is due to
                        the actions of Purchaser or damage to or taking of the
                        Property as described in Section 10 hereof).

                If any of the conditions precedent set forth in this Section
                12.n. shall fail to be satisfied (or expressly waived by
                Purchaser in writing) prior to the Closing Date, Purchaser may,
                at its option, in writing, either (i) cause this Agreement to be
                terminated by providing written notice to Seller, whereupon the
                Earnest Money shall be immediately returned to Purchaser and,
                thereafter, neither Seller nor Purchaser shall have any further
                duties or obligations hereunder other than those matters which
                expressly survive the termination of this Agreement or (ii)
                waive the same and proceed to Closing.


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<PAGE>

        o.      FLORIDA DISCLOSURE. Florida law requires the following
                disclosure to be given to the purchaser of property in this
                state. Seller has made no independent inspection of the Land to
                determine the presence of conditions, which may result in radon
                gas; however, Seller is not aware of any such condition. Certain
                building methods and materials have been proven to reduce the
                possibility of radon gas entering the building:

                        "RADON GAS: Radon is a naturally occurring radioactive
                        gas that, when it has accumulated in a building in
                        sufficient quantities, may present health risks to
                        persons who are exposed over time. Levels of radon that
                        exceed federal and state guidelines have been found in
                        buildings in Florida. Additional information regarding
                        radon and radon testing may be obtained from your county
                        public health unit."


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<PAGE>

        IN WITNESS WHEREOF, that parties hereto have duly executed this
Agreement as of the date set forth beneath their signature below.

                                SELLER:

                                FAIRFIELD PINEHURST PARK, LTD., a Texas limited
                                partnership

                                By:   FF Pinehurst Park, LLC, a Texas limited
                                      liability company, General Partner

                                      By:   Fairfield Financial LLC, a Delaware
                                            limited liability company, Manager

                                            By:   FF Properties, Inc., a
                                                  Delaware corporation, Manager


                                                   By:   /s/ Glenn D. Jones
                                                         -----------------------
                                                         Glenn D. Jones,
                                                         Vice President

                                Seller's Tax ID No.             75-2885171
                                                         -----------------------

                                Date: 2-25-05


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<PAGE>

                                PURCHASER:

                                ACC OP ACQUISITIONS LLC,
                                a Delaware limited liability company


                                By: /s/ William C. Bayless
                                   ---------------------------------------------
                                Name: William C. Bayless
                                     -------------------------------------------
                                Title: President
                                      ------------------------------------------

                                TIN: 20-2216306
                                     ------------------
                                Date: February 25, 2005
                                      -----------------


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<PAGE>

        The undersigned Title Company acknowledges receipt of a fully executed
copy of this Agreement this 28th day of February, 2005, and agrees to comply
with the provisions of this Agreement, including the provisions hereof governing
disposition of the Earnest Money.

                                FIRST AMERICAN TITLE INSURANCE COMPANY


                                By: /s/ John D. Menkel
                                   ---------------------------------------------
                                Name: John D. Menkel
                                     -------------------------------------------
                                Title: Escrow Officer
                                      ------------------------------------------


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<PAGE>

                              SCHEDULE OF EXHIBITS
                              --------------------


         Exhibit  A      -      Description of Land

                  B      -      Description of Personalty

                  C      -      List of Service Contracts

                  D      -      Agreement Regarding Construction

                  E      -      Proforma Rental Rates

                  F      -      Form of Special Warranty Deed

                  G      -      Form of Bill of Sale and Assignment

                  H      -      Form of FIRPTA Certificate
                                [OR ESCROW AGREEMENT TO PAY WITHHOLDING]

                  I      -      Form of Tenant Notice Letter

                  J      -      Form Condominium Conversion Agreement

                  K      -      Letter to Purchaser's Auditors

         Schedule 1      -      Rent Roll

                  2      -      Due Diligence Materials

                  3      -      Litigation


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