PURCHASE AND SALE CONTRACT



Exhibit 10.26

 

 

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

 

 

BETWEEN

 

 

 

CARRIAGE APX, A MICHIGAN LIMITED
PARTNERSHIP,

a Michigan limited
partnership

 

 

 

AS SELLER

 

 

 

 

 

 

AND

 

 

 

 

DTN DEVELOPMENT GROUP, INC.,


a Michigan
corporation

 

 

 

AS PURCHASER

 

 

 

 

 

CARRIAGE HILL
APARTMENTS

 




TABLE OF
CONTENTS

 

                                                                         
Page

 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
3

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
5

	
 
	
3.6
	
Property
Contracts
	
5

	
 
	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
 
	
4.8
	
Housing
Assistance Program Vouchers
	
9

	
 
	
ARTICLE
V
	
CLOSING
	
9

	
 
	
5.1
	
Closing
Date
	
9

	
 
	
5.2
	
Seller
Closing Deliveries
	
10

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
11

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
11

	
 
	
5.5
	
Post
Closing Adjustments
	
15

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
15

	
 
	
6.1
	
Seller’s
Representations
	
15

	
 
	
6.2
	
AS-IS
	
16

	
 
	
6.3
	
Survival
of Seller’s Representations
	
17

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
17

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
18

	
 
	
6.6
	
Definition
of Purchaser’s Knowledge
	
19

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
19

	
 
	
7.1
	
Leases
and Property Contracts
	
19

	
 
	
7.2
	
General
Operation of Property
	
19

	
 
	
7.3
	
Liens
	
19

	
 
	
7.4
	
Tax
Appeals
	
19

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
20

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
20

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
21

	
 
	
ARTICLE
IX
	
BROKERAGE
	
22

	
 
	
9.1
	
Indemnity
	
22

	
 
	
9.2
	
Broker
Commission
	
22

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
22

	
 
	
10.1
	
Purchaser
Default
	
22

	
 
	
10.2
	
Seller
Default
	
23

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
24

	
 
	
11.1
	
Major
Damage
	
24

	
 
	
11.2
	
Minor
Damage
	
24

	
 
	
11.3
	
Closing
	
24

	
 
	
11.4
	
Repairs
	
25

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
25

	
 
	
12.1
	
Eminent
Domain
	
25

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
25

	
 
	
13.1
	
Binding
Effect of Contract
	
25

	
 
	
13.2
	
Exhibits
and Schedules
	
25

	
 
	
13.3
	
Assignability
	
25

	
 
	
13.4
	
Captions
	
26

	
 
	
13.5
	
Number
and Gender of Words
	
26

	
 
	
13.6
	
Notices
	
26

	
 
	
13.7
	
Governing
Law and Venue
	
28

	
 
	
13.8
	
Entire
Agreement
	
28

	
 
	
13.9
	
Amendments
	
29

	
 
	
13.10
	
Severability
	
29

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
29

	
 
	
13.12
	
Construction
	
29

	
 
	
13.13
	
Confidentiality
	
29

	
 
	
13.14
	
Time
of the Essence
	
29

	
 
	
13.15
	
Waiver
	
29

	
 
	
13.16
	
Attorneys’
Fees
	
30

	
 
	
13.17
	
Time
Zone/Time Periods
	
30

	
 
	
13.18
	
1031
Exchange
	
30

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
30

	
 
	
13.20
	
ADA
Disclosure
	
30

	
 
	
13.21
	
No
Recording
	
31

	
 
	
13.22
	
Relationship
of Parties
	
31

	
 
	
13.23
	
AIMCO
Marks
	
31

	
 
	
13.24
	
Non-Solicitation
of Employees
	
31

	
 
	
13.25
	
Survival
	
31

	
 
	
13.26
	
Multiple
Purchasers
	
31

	
 
	
13.27
	
WAIVER
OF JURY TRIAL
	
31

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
32

	
 
	
14.1
	
Disclosure
	
32

	
 
	
14.2
	
Consent
Agreement
	
32

								


 

 

 

 

EXHIBITS AND SCHEDULES

 

EXHIBITS

 

Exhibit
A          Legal Description

Exhibit
B          Form of Special Warranty
Deed

Exhibit
C          Form of Bill of Sale

Exhibit
D          Form of General
Assignment and Assumption

Exhibit
E           Form of Assignment
and Assumption of Leases and Security Deposits

Exhibit
F           Form of Notice to
Vendor regarding Termination of Contract

Exhibit
G          Form of Tenant
Notification

Exhibit
H          Form of Lead Paint
Disclosure

Exhibit
I            Form of
Michigan Property Transfer Affidavit

 

SCHEDULES

 

Schedule
1       Defined Terms

 




PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 18th day of October, 2010 (the "Effective
Date"), by and between CARRIAGE APX, A MICHIGAN LIMITED
PARTNERSHIP, a Michigan limited partnership, having an address at 4582 South
Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller") and DTN DEVELOPMENT GROUP, INC., a Michigan
corporation, having a principal address at 2502 Lake Lansing Road, Suite C,
Lansing, Michigan 48912-3661 ("Purchaser").

           
NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller
and Purchaser hereby agree as follows:

RECITALS

 

A.       
Seller owns the real estate located in the County of Ingham, State of Michigan,
as more particularly described in Exhibit A attached hereto and made a
part hereof, and the improvements thereon, commonly known as Carriage Hill
Apartments.

B.        
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.

Article I
DEFINED
TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in Schedule 1 attached hereto
and made a part hereof. 

Article
II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1             
Purchase and Sale.  Seller agrees to
sell and convey the Property to Purchaser and Purchaser agrees to purchase the
Property from Seller, all in accordance with the terms and conditions set forth
in this Contract.

2.2             
Purchase Price and Deposit.  The total purchase price
("Purchase Price") for the Property shall be an amount equal to
$7,100,000.00, payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser shall
deliver to Fidelity National Title Insurance Company, 8450 E. Crescent Parkway,
Suite 410, Greenwood Village, Colorado 80111; Attention:  Valena
Bloomquist, Telephone: (303) 244-9198, Facsimile: (720) 489-7593 ("Escrow
Agent" or "Title Insurer") an initial deposit (the
"Initial Deposit") of $75,000.00 by wire transfer of immediately
available funds ("Good Funds"). 

2.2.2       
On or before the day that the Feasibility Period expires, Purchaser shall
deliver to Escrow Agent an additional deposit (the "Additional
Deposit") of $75,000.00 by wire transfer of Good Funds.  

2.2.3       
The balance of the Purchase Price for the Property shall be paid to and
received by Escrow Agent by wire transfer of Good Funds no later than
2:00 p.m. (Eastern Time) on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.

2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the Deposit to
the party entitled thereto under the terms of this Contract.  Escrow Agent
shall invest the Deposit in an FDIC-insured, interest-bearing bank account or
FDIC-insured money market fund reasonably approved by Purchaser and Seller, and
all interest and income thereon shall become part of the Deposit and shall be
remitted to the party entitled to the Deposit pursuant to this Contract.

2.3.2       
Escrow Agent shall hold and apply the Deposit in strict accordance with
the terms of this Contract.  The tax identification numbers of the parties
shall be furnished to Escrow Agent upon request.

2.3.3       
Except for the return of the Deposit to Purchaser as a result of
Purchaser exercising its termination right under Section 3.2 below (in which event Escrow Agent shall
promptly release the Deposit to Purchaser on demand), if prior to the Closing
Date either party makes a written demand upon Escrow Agent for payment of the
Deposit, Escrow Agent shall give written notice to the other party of such
demand.  If Escrow Agent does not receive a written objection from the
other party to the proposed payment within 5 Business Days after the giving of
such notice, Escrow Agent is hereby authorized to make such payment.  If
Escrow Agent does receive such written objection within such 5-Business Day
period, Escrow Agent shall continue to hold such amount until otherwise directed
by written instructions from the parties to this Contract or a final judgment or
arbitrator's decision.  However, Escrow Agent shall have the right at any
time to deliver the Deposit and interest thereon, if any, with a court of
competent jurisdiction in the state in which the Property is located. 
Escrow Agent shall give written notice of such deposit to Seller and
Purchaser.  Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder.  Any
return of the Deposit to Purchaser provided for in this Contract shall be
subject to Purchaser's obligations set forth in Section 3.5.2.

2.3.4       
The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, and that Escrow Agent
shall not be deemed to be the agent of either of the parties and shall not be
liable for any act or omission on its part unless taken or suffered in bad faith
in willful disregard of this Contract or involving gross negligence. 
Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent
harmless from and against all costs, claims and expenses, including reasonable
attorney's fees, incurred in connection with the performance of Escrow Agent's
duties hereunder, except with respect to actions or
omissions taken or suffered by Escrow Agent in bad faith, in willful disregard
of this Contract or involving gross negligence on the part of the Escrow
Agent.

2.3.5       
The parties shall deliver to Escrow Agent an executed copy of this
Contract.  Escrow Agent shall execute the signature page for Escrow Agent
attached hereto which shall confirm Escrow Agent's agreement to comply with the
terms of Seller's closing instruction letter delivered at Closing and the
provisions of this Section 2.3.

2.3.6       
Escrow Agent, as the person responsible for closing the transaction
within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of
1986, as amended (the "Code"), shall file all necessary
information, reports, returns, and statements regarding the transaction required
by the Code including, but not limited to, the tax reports required pursuant to
Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify and
hold Purchaser, Seller, and their respective attorneys and brokers harmless from
and against any Losses resulting from Escrow Agent's failure to file the reports
Escrow Agent is required to file pursuant to this section.

Article III
FEASIBILITY PERIOD

3.1             
Feasibility Period.  Subject to the terms of
Sections 3.3 and 3.4 and the rights of Tenants under the Leases,
from the Effective Date to and including November 17, 2010 (the
"Feasibility Period"), Purchaser, and its agents, contractors,
engineers, surveyors, attorneys, and employees (collectively,
"Consultants") shall, at no cost or expense to Seller, have the
right from time to time to enter onto the Property to conduct and make any and
all customary studies, tests, examinations, inquiries, inspections and
investigations  of or concerning the Property, review the Materials and
otherwise confirm any and all matters which Purchaser may reasonably desire to
confirm with respect to the Property and Purchaser's intended use thereof
(collectively, the "Inspections").

3.2             
Expiration of Feasibility Period.  If any of the
matters in Section 3.1 or any
other title or survey matters are unsatisfactory to Purchaser for any reason, or
for no reason whatsoever, in Purchaser's sole and absolute discretion, then
Purchaser shall have the right to terminate this Contract by giving written
notice to that effect to Seller and Escrow Agent no later than 5:00 p.m. on or
before the date of expiration of the Feasibility Period.  If Purchaser
provides such notice, this Contract shall terminate and be of no further force
and effect subject to and except for the Survival Provisions, and Escrow Agent
shall return the Initial Deposit to Purchaser.  If Purchaser fails to
provide Seller with written notice of termination prior to the expiration of the
Feasibility Period, Purchaser's right to terminate under this Section 3.2 shall be permanently waived and this
Contract shall remain in full force and effect, the Deposit shall be
non-refundable except as otherwise expressly set forth in this Contract, and
Purchaser's obligation to purchase the Property shall be conditional only as
provided in Section 8.1.

3.3             
Conduct of Investigation.  Purchaser shall not permit
any mechanics' or materialmen's liens or any other liens to attach to the
Property by reason of the performance of any work or the purchase of any
materials by Purchaser or any other party in connection with any Inspections conducted by or for Purchaser.  Purchaser
shall give reasonable advance notice to Seller prior to any entry onto the
Property and shall permit Seller to have a representative present during all
Inspections conducted at the Property.  Purchaser shall take all reasonable
actions and implement all protections necessary to ensure that all actions taken
in connection with the Inspections, and all equipment, materials and substances
generated, used or brought onto the Property pose no material threat to the
safety of persons, property or the environment.  

3.4             
Purchaser Indemnification.

3.4.1       
Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller's sole discretion), defend (with counsel approved by Seller) Seller,
together with Seller's affiliates, parent and subsidiary entities, successors,
assigns, partners, managers, members, employees, officers, directors, trustees,
shareholders, counsel, representatives, agents, Property Manager, Regional
Property Manager, and AIMCO (collectively, including Seller, "Seller's
Indemnified Parties"), from and against any and all damages, mechanics'
liens, materialmen's liens, liabilities, penalties, interest, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable
attorneys' fees, including the cost of in-house counsel and appeals)
(collectively, "Losses") arising from or related to Purchaser's or
its Consultants' entry onto the Property, and any Inspections or other acts by
Purchaser or Purchaser's Consultants with respect to the Property during the
Feasibility Period or otherwise.

3.4.2       
Notwithstanding anything in this Contract to the contrary, Purchaser
shall not be permitted to perform any invasive tests on the Property without
Seller's prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed.  If Purchaser desires to perform any
invasive tests.  Purchaser shall give prior written notice thereof to
Seller, which notice shall be accompanied by a detailed description and plan of
the invasive tests Purchaser desires to perform.  Further, Seller shall
have the right, without limitation, to disapprove any and all entries, surveys,
tests (including, without limitation, a Phase II environmental study of the
Property), investigations and other matters that in Seller's reasonable judgment
could result in any injury to the Property or breach of any contract, or expose
Seller to any Losses or violation of applicable law, or otherwise adversely
affect the Property or Seller's interest therein.  Purchaser shall, at
Purchaser's sole cost and expense, and in accordance with all applicable
environmental laws, dispose of any hazardous materials which have been
specifically removed from or at the Property by Purchaser or its agents,
representatives, employees or designees in connection with Purchaser's
environmental studies.  Purchaser shall use reasonable efforts to minimize
disruption to Tenants in connection with Purchaser's or its Consultants'
activities pursuant to this Section.  No consent by Seller to any such
activity shall be deemed to constitute a waiver by Seller or assumption of
liability or risk by Seller.  Purchaser hereby agrees to restore, at
Purchaser's sole cost and expense, the Property to the same condition existing
immediately prior to Purchaser's exercise of its rights pursuant to this Article III.  Purchaser
shall maintain and cause its third party consultants to maintain (a) casualty
insurance and commercial general liability insurance with coverages of not less
than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for
injury or death to more than one person and $1,000,000.00 with respect to
property damage, and (b) worker's compensation insurance for all of their
respective employees in accordance with the law of the state in which the
Property is located.  Purchaser shall deliver proof of the insurance
coverage required pursuant to this Section 3.4.2 to Seller
(in the form of a certificate of insurance) prior to the earlier to occur of (i)
Purchaser's or Purchaser's Consultants' entry onto the Property, or (ii) the
expiration of 5 days after the Effective Date.

3.5             
Property Materials.

3.5.1       
Within 5 Business Days after the Effective Date, and to the extent the
same have not already been provided by Seller to Purchaser, Seller agrees to
use reasonable efforts to deliver to Purchaser, or at Seller's option make
available at the Property, copies of such documents and information concerning
the Property that are in Seller's possession or reasonable control, other than
such documents and information that Seller deems to be confidential or
proprietary (collectively, the "Materials").  Within 5 days
after the Effective Date and to the extent the same exist and have not already
been provided by Seller to Purchaser, Seller agrees to use reasonable efforts to
deliver to Purchaser, to the extent the same are in Seller's possession and
reasonable control, copies of the following, all of which shall be deemed
Materials under this Contract: (a) operating statements for the last three
years, (b) year-to-date operating statement; and (c) general ledgers for the
last twelve months.  

3.5.2       
Except as expressly set forth in Seller's Representations, Seller makes
no representations or warranties, express, written, oral, statutory, or implied,
and all such representations and warranties are hereby expressly excluded and
disclaimed.  All Materials are provided for informational purposes only,
and Purchaser shall not in any way be entitled to rely upon the completeness or
accuracy of the Materials, and will instead in all instances rely exclusively on
its own Inspections and Consultants with respect to all matters which it deems
relevant to its decision to acquire, own and operate the Property.  All
Materials and Third-Party Reports shall be returned to Seller or destroyed by
Purchaser if this Contract is terminated for any reason.

3.5.3       
Not later than 5 days after the Effective Date, and to the extent the
same has not already been provided by Seller to Purchaser, Seller shall deliver
to Purchaser (or otherwise make available to Purchaser as provided under
Section 3.5.1) the most
recent rent roll for the Property, which is the rent roll Seller uses in the
ordinary course of operating the Property (the "Rent Roll"). 
Seller makes no representations or warranties regarding the Rent Roll other than
the express representation set forth in Section 6.1.5.

3.5.4       
Not later than 5 Business Days after the Effective Date, and to the
extent the same has not already been provided by Seller to Purchaser, Seller
shall deliver to Purchaser (or otherwise make available to Purchaser as provided
under Section 3.5.1) a list
of all current Property Contracts (the "Property Contracts
List").  Seller makes no representations or warranties regarding
the Property Contracts List other than the express representations set forth in
Section 6.1.6.  

3.6             
Property Contracts.  On or before the expiration of
the Feasibility Period, Purchaser may deliver written notice to Seller (the
"Property Contracts Notice") specifying any Property Contracts
which Purchaser desires to terminate at the Closing (the "Terminated
Contracts"); provided that (a) the effective date of such termination on
or after Closing shall be subject to the express terms
of such Terminated Contracts, (b) if any such Property Contract cannot by its
terms be terminated at Closing, it shall be assumed by Purchaser and not be a
Terminated Contract, and (c) to the extent that any such Terminated Contract
requires payment of a penalty, premium, or damages, including liquidated
damages, for cancellation, Seller shall be solely responsible for the payment of
any such cancellation fees, penalties, or damages, including liquidated damages,
up to $1,000.00 in the aggregate and Purchaser shall be solely responsible for
any cancellation fees, penalties or damages, including liquidated damages, in
excess of $1,000.00 in the aggregate.  If Purchaser fails to deliver the
Property Contracts Notice on or before the expiration of the Feasibility Period,
then there shall be no Terminated Contracts and Purchaser shall assume all
Property Contracts at the Closing.  If Purchaser delivers the Property
Contracts Notice to Seller on or before the expiration of the Feasibility
Period, then Seller shall execute and deliver, on or before Closing, a vendor
termination notice (in the form attached hereto as Exhibit F) for each
Terminated Contract informing the vendor(s) of the
termination of such Terminated Contract as of the Closing Date (subject to any
delay in the effectiveness of such termination pursuant to the express terms of
each applicable Terminated Contract) (the "Vendor
Terminations").  To the extent that any Property Contract to be
assigned to Purchaser requires vendor consent, then, prior to the Closing,
Purchaser and Seller shall attempt to obtain from each applicable vendor a
consent (each a "Required Assignment Consent") to such assignment,
and Purchaser shall indemnify, hold harmless and, if requested by Seller (in
Seller's sole discretion), defend (with counsel approved by Seller) Seller's
Indemnified Parties from and against any and all Losses arising from or related
to a failure to obtain such consents.

Article IV
TITLE

4.1             
Title Documents.  Within 5 days after the
Effective Date, Seller shall cause to be delivered to Purchaser a standard form
commitment or preliminary title report ("Title Commitment") to
provide a standard American Land Title Association owner's title insurance
policy for the Land and Improvements, using the current policy jacket
customarily provided by the Title Insurer, in an amount equal to the Purchase
Price (the "Title Policy"), together with copies of all
instruments identified as exceptions therein (together with the Title
Commitment, referred to herein as the "Title Documents"). 
Seller shall be responsible only for payment of the base premium for the Title
Policy.  Purchaser shall be solely responsible for payment of all other
costs relating to procurement of the Title Commitment, the Title Policy, and any
requested endorsements.

4.2             
Survey.  Subject to Section 3.5.2, within 3 Business Days after the
Effective Date, Seller shall deliver to Purchaser any existing survey of the
Property (the "Existing Survey").  Purchaser may, at its sole
cost and expense, order a new or updated survey of the Property either before or
after the Effective Date (such new or updated survey, together with the Existing
Survey, is referred to herein as the "Survey").

4.3             
Objection and Response Process.  On or before the date
which is 20 days after the Effective Date (the "Objection
Deadline"), Purchaser shall give written notice (the "Objection
Notice") to the attorneys for Seller of any matter set forth in the
Title Documents and the Survey to which Purchaser
objects (the "Objections").  If Purchaser fails to tender an
Objection Notice on or before the Objection Deadline, Purchaser shall be deemed
to have approved and irrevocably waived any objections to any matters covered by
the Title Documents and the Survey.  On or before 25 days after the
Effective Date (the "Response Deadline"), Seller may, in Seller's
sole discretion, give Purchaser notice (the "Response Notice") of
those Objections which Seller is willing to cure, if any.  Seller shall be
entitled to reasonable adjournments of the Closing Date to cure the Objections,
not to exceed 30 days in the aggregate.  If Seller fails to deliver a
Response Notice by the Response Deadline, Seller shall be deemed to have elected
not to cure or otherwise resolve any matter set forth in the Objection
Notice.  If Purchaser is dissatisfied with the Response Notice or the lack
of Response Notice, Purchaser may, as its exclusive remedy, exercise its right
to terminate this Contract prior to the expiration of the Feasibility Period in
accordance with the provisions of Section 3.2.  If Purchaser fails to timely
exercise such right, Purchaser shall be deemed to accept the Title Documents and
Survey with resolution, if any, of the Objections set forth in the Response
Notice (or if no Response Notice is tendered, without any resolution of the
Objections) and without any reduction or abatement of the Purchase Price.

4.4             
Permitted Exceptions.  The Deed delivered pursuant to
this Contract shall be subject to the following, all of which shall be deemed
"Permitted Exceptions":

4.4.1       
All matters shown in the Title Documents and the Survey, other than (a)
those Objections, if any, which Seller has agreed to cure pursuant to the
Response Notice under Section 4.3, (b) mechanics' liens and taxes due and
payable with respect to the period preceding Closing, (c) the standard exception
regarding the rights of parties in possession, which shall be modified to be
limited to those parties in possession pursuant to the Leases, and (d) the
standard exception pertaining to taxes and assessments, which shall be limited
to taxes and assessments not yet due and payable as of the Closing Date; 

4.4.2       
All Leases;

4.4.3       
Applicable zoning and governmental regulations and ordinances;

4.4.4       
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser.

4.5             
Existing Deed of Trust.  It is understood and agreed
that, whether or not Purchaser gives an Objection Notice with respect thereto,
any deeds of trust and/or mortgages which secure the Note (collectively, the
"Deed of Trust") shall not be deemed Permitted Exceptions, whether
Purchaser gives further written notice of such or not, and shall be paid off,
satisfied, discharged and/or cured from proceeds of the Purchase Price at
Closing.

4.6             
Subsequently Disclosed Exceptions.  If at any time
after the expiration of the Feasibility Period, any update to the Title
Commitment or Existing Survey discloses any additional item that materially
adversely affects title to the Property which was not disclosed on any version
of or update to the Title Commitment delivered to Purchaser during the
Feasibility Period (the "New Exception"), Purchaser shall have a
period of 5 Business Days from the date of its receipt
of such update (the "New Exception Review Period") to review and
notify Seller in writing of Purchaser's approval or disapproval of the New
Exception.  If Purchaser disapproves of the New Exception, Seller may, in
Seller's sole discretion, notify Purchaser as to whether it is willing to cure
the New Exception.  If Seller elects to cure the New Exception, Seller
shall be entitled to reasonable adjournments of the Closing Date to cure the New
Exception, not to exceed 30 days in the aggregate.  If Seller fails to
deliver a notice to Purchaser within 3 days after the expiration of the New
Exception Review Period, Seller shall be deemed to have elected not to cure the
New Exception.  If Purchaser is dissatisfied with Seller's response, or
lack thereof, Purchaser may, as its exclusive remedy elect either:  (i) to
terminate this Contract, in which event the Deposit shall be promptly returned
to Purchaser or (ii) to waive the New Exception and proceed with the
transactions contemplated by this Contract, in which event Purchaser shall be
deemed to have approved the New Exception.  If Purchaser fails to notify
Seller of its election to terminate this Contract in accordance with the
foregoing sentence within 5 Business Days after the expiration of the New
Exception Review Period, Purchaser shall be deemed to have elected to approve
and irrevocably waive any objections to the New Exception.

4.7             
Purchaser Financing.  Purchaser assumes full
responsibility to obtain the funds required for settlement, and, subject to this
Section 4.7, Purchaser's
acquisition of such funds shall not be a contingency to the
Closing.  

4.7.1       
Purchaser shall have 45 days from the Effective Date (the
"Financing Approval Period") to obtain a commitment for mortgage
loan indebtedness (the "Loan Commitment") through a lender of
Purchaser's choosing (the "Purchaser's Lender") for financing the
acquisition of the Property on terms satisfactory to Purchaser in Purchaser's
sole discretion.  Purchaser shall prepare and submit an executed loan
application to Purchaser's Lender within 15 days after the Effective Date (the
"Loan Application Submittal Deadline") and shall provide Seller
with a copy of such loan application and evidence of it submission to
Purchaser's Lender on or before the Loan Application Submittal Deadline. 
Purchaser acknowledges and agrees that Purchaser is solely responsible for the
preparation and submittal of such loan application, including the collection and
delivery of all Third Party Reports, materials, documents, certificates,
financials, signatures, and other items required to be submitted to Purchaser's
Lender, and for payment of all fees and expenses imposed or charged by
Purchaser's Lender.  Purchaser shall use best efforts to deliver to
Purchaser's Lender all third party reports, materials, documents, certificates,
financials, signatures, and other items or documentation required to be
submitted to Purchaser's Lender in accordance with such loan application prior
to the expiration of the Financing Approval Period.  

4.7.2       
Purchaser shall, at all times following the submittal of such loan
application, use best efforts to obtain the Loan Commitment from Purchaser's
Lender.  If, despite Purchaser's best efforts to obtain the Loan Commitment
by the expiration of the Financing Approval Period, Purchaser has not obtained
the Loan Commitment by such time, and if Purchaser has complied with this
Section 4.7 and is not otherwise
in default under this Contract, then Purchaser shall have the right to terminate
the Contract by giving Seller written notice no later than 5:00 p.m. (Eastern
Time) on or before the expiration of the Financing Approval Period (the
"Financing Termination Notice").  If Purchaser timely
provides the Financing Termination Notice, then (i) this Contract shall
terminate and be of no further force and effect, subject to and except for the Survival Provisions, (ii) Purchaser shall
provide all Third Party Reports and other documentation associated with the loan
application to Seller at no cost or expense to Seller, and (iii) the Escrow
Agent shall forthwith return the Deposit to Purchaser.  

4.7.3       
Provided that Purchaser is not in default under this Section
4.7 or this Contract, Purchaser
shall be permitted two 15-day extensions of the Financing Approval Period
specified in Section 4.7.1 by:
(i) delivering written notice to Seller no later than 5 days prior to the
scheduled expiration of the Financing Approval Period, and (ii) simultaneously
with each such notice to Seller, delivering to the Escrow Agent the amount of
$20,000.00, which shall be held, credited and disbursed in the same manner as
provided hereunder with respect to the Deposit; provided, however, Purchaser's
right to extend the Financing Approval Period pursuant to this
Section 4.7.3 shall in no
event extend the Closing Date to a date later than December 30, 2010.  

4.7.4       
If Purchaser fails to provide Seller with the Financing Termination
Notice prior to the expiration of the Financing Approval Period, Purchaser's
right to terminate the Contract under this Section 4.7 shall be permanently waived, this Contract
shall remain in full force and effect, the Deposit shall remain non-refundable
to Purchaser except as otherwise provided in this Contract, and Purchaser's
obligation to purchase the Property shall be conditional only as provided in
Section 8.1.  

4.8             
Housing Assistance Program Vouchers.  Purchaser
acknowledges that the HAP Tenant Based Voucher Contract(s) require(s) the
satisfaction by Purchaser of certain requirements as set forth therein and
established by the local housing authorities (collectively, the "Housing
Authority") to allow for the assumption of the HAP Tenant Based Voucher
Contract(s). Purchaser agrees that, at the Closing, either (a) Purchaser shall
assume all obligations under the HAP Tenant Based Voucher Contract(s) and accept
title to the applicable Property subject to the same, or (b) the existing HAP
Tenant Based Voucher Contract(s) shall be terminated, and Purchaser shall enter
into replacement HAP Tenant Based Voucher Contract(s) which are acceptable to
the Housing Authority (collectively, the foregoing (a) and (b) referred to
herein as the "HAP Tenant Based Voucher Assumption"). 
Purchaser shall indemnify and hold the Seller and the Seller's Indemnified
Parties harmless from and against any and all claims, losses, damages, and
expenses (including reasonable attorneys' fees) that may be incurred by Seller
and/or any of the Seller's Indemnified Parties from and after the Closing Date,
in connection with the HAP Tenant Based Voucher Assumption.  

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur on the
earlier of: (a) 15 days after expiration of the Financing Approval Period, or
(b) December 30, 2010 (the "Closing Date") through an escrow with
Escrow Agent, whereby Seller, Purchaser and their attorneys need not be
physically present at the Closing and may deliver documents by overnight air
courier or other means.  Notwithstanding the foregoing to the contrary,
Seller shall have the option, by delivering written notice to Purchaser, to
extend the Closing Date to the last Business Day of the month in which the Closing Date otherwise would occur pursuant to the
preceding sentence, in connection with Seller's payment in full of the Note (the
"Loan Payoff").

5.2             
Seller Closing Deliveries.  Except for the closing
statement which shall be delivered on or before the Closing Date, Seller shall
deliver to Escrow Agent, each of the following items no later than 1 Business
Day prior to the Closing Date:

5.2.1       
Covenant Deed (the "Deed") in the form attached as
Exhibit B to Purchaser, subject to the Permitted Exceptions.

5.2.2       
A Bill of Sale in the form attached as Exhibit C.

5.2.3       
A General Assignment in the form attached as Exhibit D (the
"General Assignment").

5.2.4       
An Assignment of Leases and Security Deposits in the form attached as
Exhibit E (the "Leases Assignment").

5.2.5       
Seller's counterpart signature to the closing statement prepared by Title
Insurer.

5.2.6       
A title affidavit or an indemnity form reasonably acceptable to Seller,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.2.7       
A certification of Seller's non-foreign status pursuant to Section 1445
of the Internal Revenue Code of 1986, as amended.

5.2.8       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Seller's
authority to consummate this transaction.

5.2.9       
An updated Rent Roll effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Rent Roll shall in no event expand or modify the conditions to Purchaser's
obligation to close as specified under Section 8.1.

5.2.10    An updated
Property Contracts List effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Property Contracts List shall in no event expand or modify the conditions to
Purchaser's obligation to close as specified under Section 8.1.

5.2.11    Such notices,
transfer disclosures, affidavits or other similar documents that are required by
applicable laws to be executed by Seller or otherwise reasonably necessary in
order to consummate the transactions contemplated under terms of the
Contract.

5.2.12    Any cancellation
fees or penalties due to any vendor under any Terminated Contract as a result of
the termination thereof, not to exceed $1,000.00 in the aggregate.

5.3             
Purchaser Closing Deliveries.  Except for:
(i) the closing statement which shall be delivered on or before the Closing
Date, and (ii) the balance of the Purchase Price which is to be delivered
at the time specified in Section 2.2.3, Purchaser shall deliver to
Escrow Agent, each of the following items no later than 1 Business Day prior to
the Closing Date:

5.3.1       
The full Purchase Price (with credit for the Deposit), plus or minus the
adjustments or prorations required by this Contract.

5.3.2       
Purchaser's counterpart signature to the closing statement prepared by
Title Insurer.

5.3.3       
A countersigned counterpart of the Bill of Sale in the form attached as
Exhibit C.

5.3.4       
A countersigned counterpart of the General Assignment.

5.3.5       
A countersigned counterpart of the Leases Assignment.

5.3.6       
Notification letters to all Tenants prepared and executed by Purchaser in
the form attached hereto as Exhibit G, which shall be delivered to all
Tenants by Purchaser immediately after Closing. 

5.3.7       
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof in excess of $1,000.00 in the
aggregate.

5.3.8       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser's
authority to consummate this transaction.

5.3.9       
Such notices, transfer disclosures, affidavits or other similar documents
that are required by applicable law to be executed by Purchaser or otherwise
reasonably necessary in order to consummate the transactions contemplated under
this Contract.

5.3.10    A Real Property
Transfer Affidavit (Michigan Form L-4260) (Rev. 1-09) in the form attached
hereto as Exhibit I.

5.4             
Closing Prorations and Adjustments.

5.4.1       
General.  Except for real and personal property taxes, which
shall be prorated as described in Section 5.4.4, all normal and customarily
proratable items, including, without limitation, collected rents, operating
expenses, other operating expenses and fees, shall be prorated as of the Closing
Date, Seller being charged or credited, as appropriate, for all of same attributable to the period up to the Closing Date (and
credited for any amounts paid by Seller attributable to the period on or after
the Closing Date, if assumed by Purchaser) and Purchaser being responsible for,
and credited or charged, as the case may be, for all of the same attributable to
the period on and after the Closing Date.  Seller shall prepare a proration
schedule (the "Proration Schedule") of the adjustments described
in this Section 5.4 prior to Closing
and shall use good faith efforts to deliver such Proration Schedule 2 days prior
to Closing.  

5.4.2       
Operating Expenses.  Except for real and personal property
taxes, which shall be prorated as described in Section 5.4.4, all of the
operating, maintenance, taxes (other than real and personal property taxes), and
other expenses incurred in operating the Property that Seller customarily pays,
and any other costs incurred in the ordinary course of business for the
management and operation of the Property, shall be prorated on an accrual
basis.  Seller shall pay all such expenses that accrue prior to the Closing
Date and Purchaser shall pay all such expenses that accrue from and after the
Closing Date.

5.4.3       
Utilities.  The final readings and final billings for
utilities will be made if possible as of the Closing Date, in which case Seller
shall pay all such bills as of the Closing Date and no proration shall be made
at the Closing with respect to utility bills.  Otherwise, a proration shall
be made based upon the parties' reasonable good faith estimate.  Seller
shall be entitled to the return of any deposit(s) posted by it with any utility
company, and Seller shall notify each utility company serving the Property to
terminate Seller's account, effective as of noon on the Closing Date. 
Seller shall have no responsibility or liability for Purchaser's failure to
arrange utility service for the Property as of the Closing Date.  Purchaser
shall indemnify, hold harmless and, if requested by Seller (in Seller's sole
discretion), defend (with counsel approved by Seller) Seller's Indemnified
Parties from and against any and all Losses arising from or related to
Purchaser's failure to arrange utility service as of the Closing Date.

5.4.4       
Real Property and Personal Property Taxes.  Any real estate
ad valorem or similar taxes, including personal property taxes, for the Property
that are billed during the calendar year of Closing, or any installment of
special assessments payable in installments which installment is due during the
calendar year of Closing, shall be prorated to the date of Closing on a calendar
year basis as follows.  Seller shall assume and pay all real estate and
personal property taxes that are billed and any installments of special
assessments on the Property that are due before the Closing Date. 
Purchaser shall assume and pay all real estate and personal property taxes that
are billed and any installments of special assessments on the Property that are
due on or after the Closing Date.  All real estate and personal property
taxes billed during the calendar year in which Closing occurs shall be prorated
between Purchaser and Seller as of the Closing Date with Seller being
responsible for that portion of such real estate and personal property taxes
allocable to the period from January 1 of the year of Closing until the date
prior to the Closing Date and the Purchaser being responsible for the balance of
such real estate and personal property taxes.  Installments of special
assessments becoming due during the calendar year shall be prorated on the same
basis.  For special assessments billed in one year but payable in annual or
other periodic installments becoming due in one or more years, only the
installments becoming due during the calendar year of Closing shall be subject
to proration under this Section 5.4.4.  The proration of real property
taxes and personal property taxes shall be based upon the actual taxable value
and tax rate figures (assuming payment at the earliest time to allow for the maximum possible discount) for the year in which the Closing
occurs.  In the event that actual tax rates for the year of Closing are not
available at the Closing Date, the proration shall be made using tax rates from
the preceding year, less any millages that expired for the year of
Closing.  The proration of real property taxes, personal property taxes, or
installments of special assessments shall be final and not subject to
re-adjustment after Closing.  Seller and Purchaser acknowledge that in
Michigan, real and personal property taxes are billed on or about July 1 and
December 1 of each calendar year.     

5.4.4.1           
Example.  Assume a July 1, 2010 tax bill and a December 1,
2010 tax bill, and a Closing Date of December 15, 2010.  Real and personal
property tax proration applies only to the July 1, 2010 and December 1, 2010 tax
bills.  Seller shall be responsible for 348 of 365 calendar days (January
1, 2010 through December 14, 2010) and Purchaser shall be responsible for 17 of
365 calendar days (December 15, 2010 through December 31, 2010).  

5.4.4.2           
The total amount of the July 1, 2010 tax bill shall be divided by 365
calendar days to determine a per diem amount.  Seller shall be responsible
at Closing for an amount equal to the product of: 348 days multiplied by the per
diem amount for the July 1, 2010 tax bill, and Purchaser shall be responsible at
Closing for an amount equal to the product of 17 days multiplied by the per diem
amount for the July 1, 2010 tax bill.  The total amount of the December 1,
2010 tax bill shall be divided by 365 calendar days to determine a per diem
amount.  Seller shall be responsible at Closing for an amount equal to the
product of 348 days multiplied by the per diem amount for the December 1, 2010
tax bill, and Purchaser shall be responsible at Closing for an amount equal to
the product of 17 days multiplied by the per diem amount for the December 1,
2010.   

5.4.5       
Property Contracts.  Purchaser shall assume at Closing the
obligations under the Property Contracts assumed by Purchaser; however,
operating expenses shall be prorated under Section 5.4.2.

5.4.6       
Leases.

5.4.6.1           
All collected rent (whether fixed monthly rentals, additional rentals,
escalation rentals, retroactive rentals, operating cost pass-throughs or other
sums and charges payable by Tenants under the Leases), income and expenses from
any portion of the Property shall be prorated as of the Closing Date. 
Purchaser shall receive all collected rent and income attributable to dates from
and after the Closing Date.  Seller shall receive all collected rent and
income attributable to dates prior to the Closing Date.  In addition, if
Purchaser elects to terminate any utility rebilling contract associated with the
Property, then Seller shall receive a credit at Closing equal to the average of
the amount of the monthly utility bill associated with the Property for the
preceding 12 months, multiplied by 3.  Notwithstanding the foregoing, no
prorations shall be made in relation to either (a) non-delinquent rents which
have not been collected as of the Closing Date, or (b) delinquent rents
existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to
herein as the "Uncollected Rents").  In adjusting for
Uncollected Rents, no adjustments shall be made in Seller's favor for rents
which have accrued and are unpaid as of the Closing, but Purchaser shall pay
Seller such accrued Uncollected Rents as and when
collected by Purchaser.  For a period of 180 days following Closing,
Purchaser agrees to bill Tenants of the Property for all Uncollected Rents and
to take reasonable actions (which shall not include an obligation to commence
legal action) to collect Uncollected Rents.  Notwithstanding the foregoing,
Purchaser's obligation to collect Uncollected Rents shall be limited to
Uncollected Rents of not more than 90 days past due, and Purchaser's collection
of rents shall be applied, first, towards current rent due and owing under the
Leases, second, to Purchaser's reasonable third-party costs of such collection,
and third, to Uncollected Rents.  After the Closing, Seller shall continue
to have the right, but not the obligation, in its own name, to demand payment of
and to collect Uncollected Rents owed to Seller by any Tenant, which right shall
include, without limitation, the right to continue or commence legal actions or
proceedings against any Tenant and the delivery of the Leases Assignment shall
not constitute a waiver by Seller of such right; provided however, that the
foregoing right of Seller shall be limited to actions seeking monetary damages
and, in no event, shall Seller seek to evict any Tenants in any action to
collect Uncollected Rents.  Purchaser agrees to cooperate with Seller in
connection with all efforts by Seller to collect such Uncollected Rents and to
take all steps, whether before or after the Closing Date, as may be necessary to
carry out the intention of the foregoing; provided, however, that Purchaser's
obligation to cooperate with Seller pursuant to this sentence shall not obligate
Purchaser to terminate any Tenant lease with an existing Tenant or evict any
existing Tenant from the Property.

5.4.6.2           
At Closing, Purchaser shall receive a credit against the Purchase Price
in an amount equal to the received and unapplied balance of all cash (or cash
equivalent) Tenant Deposits, including, but not limited to, security, damage,
pet or other refundable deposits paid by any of the Tenants to secure their
respective obligations under the Leases, together, in all cases, with any
interest payable to the Tenants thereunder as may be required by their
respective Tenant Lease or state law (the "Tenant Security Deposit
Balance").  Any cash (or cash equivalents) held by Seller which
constitutes the Tenant Security Deposit Balance shall be retained by Seller in
exchange for the foregoing credit against the Purchase Price and shall not be
transferred by Seller pursuant to this Contract (or any of the documents
delivered at Closing), but the obligation with respect to the Tenant Security
Deposit Balance nonetheless shall be assumed by Purchaser.  The Tenant
Security Deposit Balance shall not include any non-refundable deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise.

5.4.7       
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to Closing Date ("Risk of Loss Transfer"),
after which time the risk of loss shall pass to Purchaser and Purchaser shall be
responsible for obtaining its own insurance thereafter.

5.4.8       
Employees.  All of Seller's and Seller's manager's on-site
employees shall have their employment at the Property terminated by Seller or
Seller's manager as of the Closing Date.

5.4.9       
Closing Costs.  Seller shall pay any transfer, gross receipts
or similar taxes.  Purchaser shall pay the cost of recording the Deed and
any mortgage, any premiums or fees required to be paid by Purchaser with respect
to the Title Policy pursuant to Section 4.1, and one-half of the
customary closing costs of the Escrow Agent.  Seller shall pay the base
premium for the Title Policy to the extent required by Section 4.1, the cost of recording any instruments
required to discharge any liens or encumbrances against the Property not caused
by Purchaser's actions, and one-half of the customary closing costs of the
Escrow Agent. 

5.4.10    Intentionally
Omitted.  

5.4.11   
Possession.  Possession of the Property, subject to the
Leases, Property Contracts, other than Terminated Contracts, and Permitted
Exceptions, shall be delivered to Purchaser at the Closing upon release from
escrow of all items to be delivered by Purchaser pursuant to Section
5.3.  To the extent reasonably
available to Seller, originals or copies of the Leases and Property Contracts,
lease files, warranties, guaranties, operating manuals, keys to the property,
and Seller's books and records (other than proprietary information)
(collectively, "Seller's Property-Related Files and Records")
regarding the Property shall be made available to Purchaser at the Property
after the Closing.  Purchaser agrees, for a period of not less than five
(5) years after the Closing (the "Records Hold Period"), to (a)
provide and allow Seller reasonable access to Seller's Property-Related Files
and Records for purposes of inspection and copying thereof, and (b) reasonably
maintain and preserve Seller's Property-Related Files and Records.  

5.5             
Post Closing Adjustments.  Purchaser or Seller may
request that Purchaser and Seller undertake to re-adjust any item on the
Proration Schedule (or any item omitted therefrom), with the exception of real
property taxes which shall be final and not subject to readjustment, in
accordance with the provisions of Section 5.4 of this Contract; provided, however, that
neither party shall have any obligation to re-adjust any items (a) after the
expiration of 60 days after Closing, or (b) subject to such 60-day period,
unless such items exceed $5,000.00 in the aggregate.

Article
VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1             
Seller's Representations.  Except, in all cases, for
any fact, information or condition disclosed in the Title Documents, the
Permitted Exceptions, the Property Contracts, or the Materials, or which is
otherwise known by Purchaser prior to the Closing, Seller represents and
warrants to Purchaser the following (collectively, the "Seller's
Representations") as of the Effective Date and as of the Closing Date;
provided that Purchaser's remedies if any such Seller's Representations are
untrue as of the Closing Date are limited to those set forth in Section
8.1.

6.1.1       
Seller is validly existing and in good standing under the laws of the
state of its formation set forth in the initial paragraph of this Contract; and
has or at the Closing shall have the entity power and authority to sell and
convey the Property and to execute the documents to be executed by Seller and
prior to the Closing will have taken as applicable, all corporate, partnership,
limited liability company or equivalent entity actions required for the
execution and delivery of this Contract, and the consummation of the
transactions contemplated by this Contract.  The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms, conditions or provisions of, or constitute a default
under, any contract to which Seller is a party or by
which Seller is otherwise bound, which conflict, breach or default would have a
material adverse affect on Seller's ability to consummate the transaction
contemplated by this Contract or on the Property.  This Contract is a valid
and binding agreement against Seller in accordance with its terms;

6.1.2       
Seller is not a "foreign person," as that term is used and defined in the
Internal Revenue Code, Section 1445, as amended;

6.1.3       
Except for (a) any actions by Seller to evict Tenants under the Leases,
or (b) any matter covered by Seller's current insurance policy(ies), to Seller's
knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
in writing against the Property, which will adversely impact Seller's ability to
convey the Property;

6.1.4       
To Seller's knowledge, Seller has not received any written notice of any
material default by Seller under any of the Property Contracts whether or not to
be terminated on the Closing Date;

6.1.5       
To Seller's knowledge, the Rent Roll (as updated pursuant to Section
5.2.9) is accurate in all
material respects; 

6.1.6       
To Seller's knowledge, the Property Contracts List (as updated pursuant
to Section 5.2.10) is
accurate in all material respects; and

6.1.7       
Seller maintains insurance on the Property in amounts not less than the
full replacement cost (without depreciation) of the Property (above foundations
and excluding any personal property of Tenants), against fire and such other
risks as may be included in standard forms of "Special Form" coverage
insurance.

6.2             
AS-IS.  Except as otherwise expressly set forth in
Seller's Representations:

6.2.1       
The Property is expressly purchased and sold "AS IS," "WHERE IS," and
"WITH ALL FAULTS."  

6.2.2       
The Purchase Price and the terms and conditions set forth herein are the
result of arm's-length bargaining between entities familiar with transactions of
this kind, and said price, terms and conditions reflect the fact that Purchaser
shall have the benefit of, but is not relying upon, any information provided by
Seller or Broker or statements, representations or warranties, express or
implied, made by or enforceable directly against Seller or Broker, including,
without limitation, any relating to the value of the Property, the physical or
environmental condition of the Property, any state, federal, county or local
law, ordinance, order or permit; or the suitability, compliance or lack of
compliance of the Property with any regulation, or any other attribute or matter
of or relating to the Property (other than any covenants of title contained in
the Deed conveying the Property and Seller's Representations).  Purchaser
agrees that Seller shall not be responsible or liable to Purchaser for any
defects, errors or omissions in the Materials, or on account of any conditions
affecting the Property.  

6.2.3       
Purchaser, its successors and assigns, and anyone claiming by, through or
under Purchaser, hereby fully releases Seller's Indemnified Parties from, and
irrevocably waives its right to maintain, any and all claims and causes of
action that it or they may now have or hereafter acquire against Seller's
Indemnified Parties with respect to any and all Losses arising from or related
to any defects, errors, omissions in the Materials or other conditions affecting
the Property.  

6.2.4       
Purchaser represents and warrants that, as of the date hereof and as of
the Closing Date, it has and shall have reviewed and conducted such independent
analyses, studies (including, without limitation, environmental studies and
analyses concerning the presence of lead, asbestos, water intrusion and/or
fungal growth and any resulting damage, PCBs and radon in and about the
Property), reports, investigations and inspections as it deems appropriate in
connection with the Property.  If Seller  provides or has provided any
documents, summaries, opinions or work product of consultants, surveyors,
architects, engineers, title companies, governmental authorities or any other
person or entity with respect to the Property, including, without limitation,
the offering prepared by Broker, Purchaser and Seller agree that Seller has done
so or shall do so only for the convenience of both parties, Purchaser shall not
rely thereon and the reliance by Purchaser upon any such documents, summaries,
opinions or work product shall not create or give rise to any liability of or
against Seller's Indemnified Parties.  Purchaser acknowledges and agrees
that no representation has been made and no responsibility is assumed by Seller
with respect to current and future applicable zoning or building code
requirements or the compliance of the Property with any other laws, rules,
ordinances or regulations, the financial earning capacity or expense history of
the Property, the continuation of contracts, continued occupancy levels of the
Property, or any part thereof, or the continued occupancy by tenants of any
Leases or, without limiting any of the foregoing, occupancy at Closing. 


6.2.5       
Prior to Closing, Seller shall have the right, but not the obligation, to
enforce its rights against any and all Property occupants, guests or
tenants.  Purchaser agrees that the departure or removal, prior to Closing,
of any of such guests, occupants or tenants shall not be the basis for, nor
shall it give rise to, any claim on the part of Purchaser, nor shall it affect
the obligations of Purchaser under this Contract in any manner whatsoever; and
Purchaser shall close title and accept delivery of the Deed with or without such
tenants in possession and without any allowance or reduction in the Purchase
Price under this Contract.

6.2.6       
Purchaser hereby releases Seller from any and all claims and liabilities
relating to the matters set forth in this Section.  

6.3             
Survival of Seller's Representations.  Seller and
Purchaser agree that Seller's Representations shall survive Closing for a period
of 9 months (the "Survival Period").  Seller shall have no
liability after the Survival Period with respect to Seller's Representations
contained herein except to the extent that Purchaser commenced litigation
against Seller during the Survival Period for breach of any of Seller's
Representations.  Under no circumstances shall Seller be liable to
Purchaser for more than $355,000.00 in any individual instance or in the
aggregate for all breaches of Seller's Representations, nor shall Purchaser be
entitled to bring any claim for a breach of Seller's Representations unless the
claim for damages (either in the aggregate or as to any individual claim) by
Purchaser exceeds $5,000.00.  In the event that Seller breaches any representation contained in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser
shall be deemed to have waived any right of recovery, and Seller shall not have
any liability in connection therewith.

6.4             
Definition of Seller's Knowledge.  Any
representations and warranties made "to the knowledge of Seller" shall not be
deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller's "knowledge" shall mean and refer only to actual
knowledge of the Regional Property Manager, Service Manager and the Community
Manager and shall not be construed to refer to the knowledge of any other
partner, officer, director, agent, employee or representative of Seller, or any
affiliate of Seller, or to impose upon such Regional Property Manager and
Community Manager any duty to investigate the matter to which such actual
knowledge or the absence thereof pertains, or to impose upon such Regional
Property Manager and Community Manager any individual personal liability. 
As used herein, the term "Regional Property Manager" shall refer
to Susan Granado, who is the regional property manager handling this Property,
the term "Service Manager" shall refer to Robert Longberry and the
term "Community Manager" shall refer to Tricia Holmes, who is the
community manager handling this Property.

6.5             
Representations and Warranties of Purchaser.  For the
purpose of inducing Seller to enter into this Contract and to consummate the
sale and purchase of the Property in accordance herewith, Purchaser represents
and warrants to Seller the following as of the Effective Date and as of the
Closing Date (collectively, the "Purchaser's
Representations"):

6.5.1       
Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of Michigan.

6.5.2       
Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary entity power and authority to
own and use its properties and to transact the business in which it is engaged,
and has full power and authority to enter into this Contract, to execute and
deliver the documents and instruments required of Purchaser herein, and to
perform its obligations hereunder; and no consent of any of Purchaser's
partners, directors, officers or members are required to so empower or authorize
Purchaser.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which Purchaser
is a party or by which Purchaser is otherwise bound, which conflict, breach or
default would have a material adverse affect on Purchaser's ability to
consummate the transaction contemplated by this Contract.  This Contract is
a valid, binding and enforceable agreement against Purchaser in accordance with
its terms.

6.5.3       
No pending or, to the knowledge of Purchaser, threatened litigation
exists which if determined adversely would restrain the consummation of the
transactions contemplated by this Contract or would declare illegal, invalid or
non-binding any of Purchaser's obligations or covenants to Seller.

6.5.4       
Other than Seller's Representations, Purchaser has not relied on any
representation or warranty made by Seller or any representative of Seller
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Property.

6.5.5       
The Broker and its affiliates do not, and will not at the Closing, have
any direct or indirect legal, beneficial, economic or voting interest in
Purchaser (or in an assignee of Purchaser, which pursuant to Section
13.3, acquires the Property at the
Closing), nor has Purchaser or any affiliate of Purchaser granted (as of the
Effective Date or the Closing Date) the Broker or any of its affiliates any
right or option to acquire any direct or indirect legal, beneficial, economic or
voting interest in Purchaser.

6.5.6       
Purchaser is not a Prohibited Person.

6.5.7       
To Purchaser's knowledge, none of its investors, affiliates or brokers or
other agents (if any), acting or benefiting in any capacity in connection with
this Contract is a Prohibited Person.

6.5.8       
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the property of, or beneficially owned, directly or indirectly,
by a Prohibited Person. 

6.5.9       
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the proceeds of specified unlawful activity as defined by 18
U.S.C. § 1956(c)(7).

Those
Purchaser's Representations set forth in Section 6.5.1 through Section 6.5.5 shall survive Closing for the
Survival Period.  Those Purchaser's Representations set forth in Section
6.5.6 through Section 6.5.9 shall survive after the
Closing.  

6.6             
Definition of Purchaser's Knowledge.  For purposes of
this Contract, the term Purchaser's "knowledge" shall mean and refer only to
actual knowledge of Iqbal S. Uppal, President of Purchaser.

Article VII
OPERATION OF THE PROPERTY

7.1             
Leases and Property Contracts.  During the period
of time from the Effective Date to the Closing Date, in the ordinary course of
business Seller may enter into new Property Contracts, new Leases, renew
existing Leases or modify, terminate or accept the surrender or forfeiture of
any of the Leases, modify any Property Contracts, or institute and prosecute any
available remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, Seller
agrees that, without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld, conditioned or delayed, any new or renewed Leases
shall not have a term in excess of 1 year and any new Property Contract shall be
terminable upon 30 days notice without penalty.

7.2             
General Operation of Property.  Except as specifically
set forth in this Article VII,
Seller shall operate the Property after the Effective Date in the ordinary
course of business, and except as necessary in Seller's sole discretion to
address (a) any life or safety issue at the Property or (b) any other matter
which in Seller's reasonable discretion materially adversely affects the use,
operation or value of the Property, Seller will not make any material
alterations to the Property or remove any material Fixtures and Tangible
Personal Property without the prior written consent of Purchaser which consent
shall not be unreasonably withheld, denied or delayed.

7.3             
Liens.  Other than utility easements and temporary
construction easements granted by Seller in the ordinary course of business,
Seller covenants that it will not voluntarily create or cause any lien or
encumbrance to attach to the Property between the Effective Date and the Closing
Date (other than Leases and Property Contracts as provided in Section
7.1) unless Purchaser approves such
lien or encumbrance, which approval shall not be unreasonably withheld,
conditioned or delayed.  If Purchaser approves any such subsequent lien or
encumbrance, the same shall be deemed a Permitted Exception for all purposes
hereunder.

7.4             
Tax Appeals.  If any tax reduction proceedings,
tax protest proceedings or tax assessment appeals (each and collectively, a
"Tax Appeal") for the Property, relating to any calendar years
through and including the calendar year of Closing are pending at the time of
Closing, Seller reserves and shall have the right to continue to prosecute
and/or settle the same without the consent of Purchaser.  Seller hereby
reserves and shall have the exclusive right, at any time after the Closing Date,
to institute a Tax Appeal for the Property with respect to real estate taxes
attributable to calendar years 2007, 2008, 2009, 2010 and any subsequent year
through the year in which Closing occurs and Seller shall have the right to
prosecute and/or settle the same without the consent of Purchaser. 
Purchaser agrees that it shall not independently institute any Tax Appeal for
the Property with respect to the 2007, 2008, 2009, 2010 or any subsequent
calendar year through the year in which Closing occurs.  Purchaser agrees
that it (a) shall provide Seller with written notice and a copy of any and all
correspondence related to any Tax Appeal for the Property initiated by any
taxing entity with respect to the 2007, 2008, 2009, 2010 or any subsequent
calendar year through the year in which Closing occurs within 5 days of receipt
of the same, and (b) shall permit Seller to defend and control the defense of
Seller against such taxing entity during any such Tax Appeal.  Purchaser
shall cooperate with Seller in connection with the prosecution and/or settlement
of any such Tax Appeal, whether initiated by Seller or any taxing entity,
including executing such documents as Seller may reasonably request in order for
Seller to prosecute and/or settle any such Tax Appeal; provided, however,
Purchaser shall not be obligated to expend any third-party, out-of-pocket
expenses in connection with such cooperation except as set forth in this
Section 7.4.  Any refunds or
savings in the payment of taxes resulting from any Tax Appeal with respect to
the 2007, 2008, 2009 or 2010 calendar year belong to Seller and Purchaser shall
forward to Seller any and all refund checks received in connection with any Tax
Appeal within 5 Business Days of receipt of the same.  All attorneys' fees
and other expenses incurred in obtaining such refunds or savings related to a
Tax Appeal for the 2007, 2008, 2009 or 2010 calendar year shall be paid by
Seller.  Notwithstanding anything to the contrary set forth in Section
5.1, if the Closing occurs during the
2011 calendar year and Seller initiates a Tax Appeal with respect to the
calendar year of Closing, (i) Purchaser shall cooperate with Seller in connection with the prosecution and/or settlement of any such
Tax Appeal, (ii) any refunds or savings in the payment of taxes resulting from
any such Tax Appeal applicable to the period prior to the Closing Date shall
belong to Seller and any refunds or savings in the payment of taxes applicable
to the period from and after the Closing Date shall belong to Purchaser, and
(iii) all attorneys’ fees and other expenses incurred in obtaining such refunds
or savings shall be apportioned between Seller and Purchaser in proportion to
the gross amount of such refunds or savings payable to Seller and Purchaser,
respectively.  If the Closing occurs during the 2011 calendar year and any
taxing entity initiates a Tax Appeal with respect to the 2011 calendar year, (i)
any refunds or savings in the payment of taxes resulting from any such Tax
Appeal shall belong to Purchaser and Purchaser shall be responsible for any
increase in the payment of taxes resulting from such Tax Appeal, and (iii) all
attorneys’ fees and other expenses incurred in relation to such Tax Appeal shall
be the responsibility of Purchaser.    

Article
VIII
CONDITIONS PRECEDENT TO CLOSING

8.1             
Purchaser's Conditions to Closing.  Purchaser's
obligation to close under this Contract shall be subject to and conditioned upon
the fulfillment of the following conditions precedent:

8.1.1       
All of the documents required to be delivered by Seller to Purchaser at
the Closing pursuant to the terms and conditions hereof shall have been
delivered;

8.1.2       
Each of Seller's Representations shall be true in all material respects
as of the Closing Date;

8.1.3       
Seller shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by Seller hereunder; 

8.1.4       
Neither Seller nor Seller's general partner shall be a debtor in any
bankruptcy proceeding; and

8.1.5       
There shall not be pending, or to the knowledge of either Purchaser or
Seller, any material litigation threatened in writing which, if adversely
determined, will restrain the consummation of any of the transactions
contemplated by this Contract or declare illegal, invalid or nonbinding any of
the covenants or obligations of the Seller.

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser's
obligation to Close except as expressly set forth in this Section 8.1.  If any condition set forth in
this Section 8.1 is not met,
Purchaser may (a) waive any of the foregoing conditions and proceed to Closing
on the Closing Date with no offset or deduction from the Purchase Price,
(b) terminate this Contract and receive a return of the Deposit from the
Escrow Agent, or (c) if such failure constitutes a default by Seller of its
covenants hereunder, exercise any of its remedies pursuant to Section 10.2.

8.2             
Seller's Conditions to Closing.  Without limiting any
of the rights of Seller elsewhere provided for in this Contract, Seller's
obligation to close with respect to conveyance of the Property under this
Contract shall be subject to and conditioned upon the fulfillment of the
following conditions precedent:

8.2.1       
All of the documents and funds required to be delivered by Purchaser to
Seller at the Closing pursuant to the terms and conditions hereof shall have
been delivered;

8.2.2       
Each of the representations, warranties and covenants of Purchaser
contained herein shall be true in all material respects as of the Closing
Date;

8.2.3       
Purchaser shall have complied with, fulfilled and performed in all
material respects each of the covenants, terms and conditions to be complied
with, fulfilled or performed by Purchaser hereunder;

8.2.4       
Neither Purchaser nor Purchaser's members shall be a debtor in any
bankruptcy proceeding;

8.2.5       
Intentionally Omitted; and

8.2.6       
There shall not be any pending litigation or, to the knowledge of either
Purchaser or Seller, any material litigation threatened in writing which, if
adversely determined, will restrain the consummation of any of the transactions
contemplated by this Contract or declare illegal, invalid or nonbinding any of
the covenants or obligations of the Purchaser.

If
any of the foregoing conditions to Seller's obligations to close with respect to
the conveyance of the Property under this Contract are not met, Seller may (a)
waive any of the foregoing conditions and proceed to Closing on the Closing
Date, (b) terminate this Contract, or (c) if such failure constitutes a
default by Purchaser, exercise any of its remedies pursuant to
Section 10.1.

Article
IX
BROKERAGE

9.1             
Indemnity.  Seller represents and warrants to
Purchaser that it has dealt only with Hendricks & Partners, 1025 E.
Maple Road, Suite 200, Birmingham, Michigan 80111 ("Broker") in
connection with this Contract.  Seller and Purchaser each represents and
warrants to the other that, other than Broker, it has not dealt with or utilized
the services of any other real estate broker, sales person or finder in
connection with this Contract, and each party agrees to indemnify, hold
harmless, and, if requested in the sole and absolute discretion of the
indemnitee, defend (with counsel approved by the indemnitee) the other party
from and against all Losses relating to brokerage commissions and finder's fees
arising from or attributable to the acts or omissions of the indemnifying
party.  Purchaser intends to assign in accordance with Section 13.3 its interest in the Contract to a
limited liability company controlled by Purchaser or its affiliates
("Assignee").  Purchaser, its principals and affiliated
entities are brokers licensed in the State of Michigan and
may act as purchaser's broker for Assignee and may receive acquisition fees or
compensation from Assignee in so doing.

9.2             
Broker Commission.  If Closing occurs, Seller agrees
to pay Broker a commission according to the terms of a separate contract. 
Broker shall not be deemed a party or third party beneficiary of this
Contract.  As a condition to Seller's obligation to pay the commission,
Broker shall execute the signature page for Broker attached hereto solely for
purposes of confirming the matters set forth therein.

Article
X
DEFAULTS AND REMEDIES

10.1         
Purchaser Default.  If Purchaser defaults on its
obligations hereunder to (a) deliver the Initial Deposit or Additional Deposit
(or any other deposit or payment required of Purchaser hereunder), (b) deliver
to Seller the deliveries specified under Section 5.3 on the date required thereunder, or (c)
deliver the Purchase Price in accordance with Article II and close on the
purchase of the Property on the Closing Date, then, immediately and without the
right to receive notice or to cure pursuant to Section 2.3.3, Purchaser shall forfeit the
Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and neither
party shall be obligated to proceed with the purchase and sale of the
Property.  If Purchaser defaults on any of its other representations,
warranties or obligations under this Contract, and such default continues for
more than 10 days after written notice from Seller, then Purchaser shall forfeit
the Deposit, and the Escrow Agent shall deliver the Deposit to Seller, and
neither party shall be obligated to proceed with the purchase and sale of the
Property.  The Deposit is liquidated damages and recourse to the Deposit
is, except for Purchaser's indemnity and confidentiality obligations hereunder,
Seller's sole and exclusive remedy for Purchaser's failure to perform its
obligation to purchase the Property or breach of a representation or
warranty.  Seller expressly waives the remedies of specific performance and
additional damages for such default by Purchaser.  SELLER AND PURCHASER
ACKNOWLEDGE THAT SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE
DEPOSIT IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES RESULTING FROM A DEFAULT BY
PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY.  SELLER AND PURCHASER
FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE
THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST
PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY
PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT, OTHER THAN WITH RESPECT TO PURCHASER'S INDEMNITY AND CONFIDENTIALITY
OBLIGATIONS HEREUNDER.

10.2         
Seller Default.  If Seller (i) defaults on its
obligations hereunder to deliver to Escrow Agent the deliveries specified under
Section 5.2 on the date required
thereunder, or to close on the sale of the Property on the Closing Date, or (ii)
prior to the Closing defaults on its covenants or obligations under this
Contract, and such default continues for more than 10 days after written notice
from Purchaser, then, at Purchaser's election and as Purchaser's exclusive
remedy, Purchaser may either (a) terminate this Contract, and all payments and
things of value, including the Deposit, provided by
Purchaser hereunder shall be returned to Purchaser and Purchaser may recover, as
its sole recoverable damages (but without limiting its right to receive a refund
of the Deposit), its direct and actual out-of-pocket expenses and costs
(documented by paid invoices to third parties) in connection with this
transaction, which damages shall not exceed $75,000.00 in the aggregate, or
(b) subject to the conditions below, seek specific performance of Seller's
obligation to close on the sale of the Property pursuant to this Contract (but
not damages).  Purchaser may seek specific performance of Seller's
obligation to close on the sale of the Property pursuant to this Contract only
if, as a condition precedent to initiating such litigation for specific
performance, Purchaser shall (x) not otherwise be in default under this
Contract; and (y) file suit therefor with the court on or before the 90th day
after the Closing Date.  If Purchaser fails to file an action for specific
performance within 90 days after the Closing Date, then Purchaser shall be
deemed to have elected to terminate the Contract in accordance with subsection
(a) above.  Purchaser agrees that it shall promptly deliver to Seller an
assignment of all of Purchaser's right, title and interest in and to (together
with possession of) all plans, studies, surveys, reports, and other materials
paid for with the out-of-pocket expenses reimbursed by Seller pursuant to the
foregoing sentence.  SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT
OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE
PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING
FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.  UNDER NO
CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER
SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR
ITS OBLIGATIONS UNDER THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE
RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL
IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS
FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

Article
XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to Risk of Loss Transfer,
and the cost for demolition, site cleaning, restoration, replacement, or other
repairs required to bring the Property in compliance with applicable law
(collectively, the "Repairs") is more than $500,000.00 (a
"Major Damage"), then Seller shall have no obligation to make such
Repairs, and shall notify Purchaser in writing of such damage or destruction
(the "Damage Notice").  If there is a Major Damage, then
Purchaser may elect, by delivering written notice to Seller on or before the
earlier of (x) Closing and (y) the date which is ten (10) days after Purchaser's
receipt of the Damage Notice, to terminate this Contract, in which event the
Deposit shall be returned to Purchaser.  In the event Purchaser fails to
timely terminate this Contract pursuant to this Section 11.1, this transaction shall be closed in
accordance with Section 11.3
below.

11.2         
Minor Damage.  In the event that the Property is
damaged or destroyed by fire or other casualty prior to Risk of Loss Transfer,
and the cost of Repairs is equal to or less than $500,000.00, then this
transaction shall be closed in accordance with Section 11.3, notwithstanding such
casualty.  In such event, Seller may at its election endeavor to make such
Repairs to the extent of any recovery from insurance carried on the Property, if
such Repairs can be reasonably effected before the Closing.  Regardless of
Seller's election to commence such Repairs, or Seller's ability to complete such
Repairs prior to Closing, this transaction shall be closed in accordance with
Section 11.3 below.

11.3         
Closing.  In the event Purchaser fails to terminate
this Contract following a casualty as set forth in Section 11.1, or in the event of a casualty as set
forth in Section 11.2, then this
transaction shall be closed in accordance with the terms of the Contract, at
Seller's election, either (i) for the full Purchase Price, notwithstanding
any such casualty, in which case Purchaser shall, at Closing, execute and
deliver an assignment and assumption (in a form reasonably required by Seller)
of Seller's rights and obligations with respect to the insurance claim related
to such casualty, and thereafter Purchaser shall receive all insurance proceeds
pertaining to such claim, less any amounts which may already have been spent by
Seller for Repairs (plus a credit against the Purchase Price at Closing in the
amount of any deductible payable by Seller in connection therewith); or (ii) for
the full Purchase Price less a credit to Purchaser in the amount necessary to
complete such Repairs (less any amounts which may already have been spent by
Seller for Repairs). 

11.4         
Repairs.  To the extent that Seller elects to
commence any Repairs prior to Closing, then Seller shall be entitled to receive
and apply available insurance proceeds to any portion of such Repairs completed
or installed prior to Closing, with Purchaser being responsible for completion
of such Repairs after Closing.  To the extent that any Repairs have been
commenced prior to Closing, then the Property Contracts shall include, and
Purchaser shall assume at Closing, all construction and other contracts entered
into by Seller in connection with such Repairs; provided however, that (except
in the event of emergency, as determined in Seller's sole discretion) Seller
will consult with Purchaser prior to entering into any such contract if
Purchaser will likely have to assume such Contract.  Notwithstanding the
foregoing to the contrary, Seller retains the sole right and authority to enter
into any such contract.

Article
XII
EMINENT DOMAIN

12.1         
Eminent Domain.  In the event that, at the time of
Closing, any material part of the Property is (or previously has been) acquired,
or is about to be acquired, by any governmental agency by the powers of eminent
domain or transfer in lieu thereof (or in the event that at such time there is
any notice of any such acquisition or intent to acquire by any such governmental
agency), Purchaser shall have the right, at Purchaser's option, to terminate
this Contract by giving written notice within 10 days after Purchaser's receipt
from Seller of notice of the occurrence of such event, and if Purchaser so
terminates this Contract, Purchaser shall recover the Deposit hereunder. 
If Purchaser fails to terminate this Contract within such 10-day period, this
transaction shall be closed in accordance with the terms of this Contract for
the full Purchase Price and Purchaser shall receive the full benefit of any
condemnation award.  It is expressly agreed
between the parties hereto that this section shall in no way apply to customary
dedications for public purposes which may be necessary for the development of
the Property.

Article XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.  This Contract shall not
be binding on either party until executed by both Purchaser and Seller. 
Neither the Escrow Agent's nor the Broker's execution of this Contract shall be
a prerequisite to its effectiveness.  Subject to Section 13.3, this Contract shall be binding upon and
inure to the benefit of Seller and Purchaser, and their respective successors
and permitted assigns.

13.2         
Exhibits and Schedules.  All Exhibits and Schedules,
whether or not annexed hereto, are a part of this Contract for all
purposes.

13.3         
Assignability.  Except to the extent required to
comply with the provisions of Section 13.18 related to a 1031 Exchange, this
Contract is not assignable by Purchaser without first obtaining the prior
written approval of Seller.  Notwithstanding the foregoing, Purchaser may
assign this Contract, without first obtaining the prior written approval of
Seller, to one or more entities so long as (a) Purchaser is an affiliate of the
purchasing entity(ies), (b) Purchaser is not released from its liability
hereunder, and (c) Purchaser provides written notice to Seller of any proposed
assignment no later than 10 days prior to the Closing Date.  As used
herein, an affiliate is a person or entity controlled by, under common control
with, or controlling another person or entity.

13.4         
Captions.  The captions, headings, and arrangements
used in this Contract are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions hereof.

13.5         
Number and Gender of Words.  Whenever herein the
singular number is used, the same shall include the plural where appropriate,
and words of any gender shall include each other gender where
appropriate.

13.6         
Notices.  All notices, demands, requests and other
communications required or permitted hereunder shall be in writing, and shall be
(a) personally delivered with a written receipt of delivery; (b) sent by a
nationally-recognized overnight delivery service requiring a written
acknowledgement of receipt or providing a certification of delivery or attempted
delivery; (c) sent by certified or registered mail, return receipt requested; or
(d) sent by confirmed facsimile transmission or electronic delivery with an
original copy thereof transmitted to the recipient by one of the means described
in subsections (a) through (c) no later than 3 Business Days thereafter. 
All notices shall be deemed effective when actually delivered as documented in a
delivery receipt; provided, however, that if the notice was sent by overnight
courier or mail as aforesaid and is affirmatively refused or cannot be delivered
during customary business hours by reason of the absence of a signatory to
acknowledge receipt, or by reason of a change of address with respect to which
the addressor did not have either knowledge or written notice delivered in
accordance with this paragraph, then the first attempted delivery shall be
deemed to constitute delivery.  Each party shall
be entitled to change its address for notices from time to time by delivering to
the other party notice thereof in the manner herein provided for the delivery of
notices.  All notices shall be sent to the addressee at its address set
forth following its name below: 

To
Purchaser:

 

DTN
DEVELOPMENT GROUP, INC.

2502
Lake Lansing Road

Suite
C

Lansing,
Michigan 48912-3661

Attention: 
Brian Holland

Telephone: 
517-371-5300 x103

Facsimile: 
517-371-5356

Email: 
bholland@dtnmgt.com

 

and
a copy to:

 

Loomis,
Ewert, Parsley, Davis and Gotting

124
W. Allegan Street

Suite
700

Lansing,
Michigan 48933

Attention: 
Jeffrey Green, Esq.

Telephone: 
517-482-2400

Facsimile: 
517-482-0070

Email: 
jlgreen@loomislaw.com

 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark
Reoch
Telephone:  303-691-4337 

Facsimile: 
303-300-3261 

Email: 
mark.reoch@aimco.com 

And:

CARRIAGE APX

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Bezzant

Telephone: 
303-793-4774

Facsimile: 
720-493-6528

Email: 
john.bezzant@aimco.com

with
copy to:

AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  John Spiegleman,
Esq.
Telephone: 303-691-4303
Facsimile:  720-200-6882
Email: 
john.spiegleman@aimco.com 

and
a copy to:

Hendricks & Partners

1025
E. Maple Road

Suite
200

Birmingham,
Michigan 48009
Attention:  Kevin P. Dillon

Telephone: 
248-341-3309
Facsimile:  248-646-0320

Email: 
kdillon@hpapts.com

and
a copy to:

Brownstein Hyatt Farber Schreck, LLP

410
Seventeenth Street

Suite
2200

Denver,
Colorado 80202
Attention:  Catherine Gale,
Esq.
Telephone:  303-223-1100
Facsimile:
 303-223-1111
Email:  cgale@bhfs.com

 

Any
notice required hereunder to be delivered to the Escrow Agent shall be delivered
in accordance with above provisions as follows:

Fidelity National Title Insurance Company

8450
E. Crescent Parkway

Suite
410

Greenwood
Village, Colorado 80111

Attention: 
Valena Bloomquist

Telephone: 
303-244-9198

Email: 
valena.bloomquist@fnf.com

 

Unless
specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must be delivered to the Escrow Agent in
order to be effective so long as it is delivered to the other party in
accordance with the above provisions.

13.7         
Governing Law and Venue.  The laws of the State of
Michigan shall govern the validity, construction, enforcement, and
interpretation of this Contract, unless otherwise specified herein except for
the conflict of laws provisions thereof.  All claims, disputes and other
matters in question arising out of or relating to this Contract, or the breach
thereof, shall be decided by proceedings instituted and litigated in a court of
competent jurisdiction in the state in which the Property is situated, and the
parties hereto expressly consent to the venue and jurisdiction of such
court.

13.8         
Entire Agreement.  This Contract embodies the entire
Contract between the parties hereto concerning the subject matter hereof and
supersedes all prior conversations, proposals, negotiations, understandings and
contracts, whether written or oral.

13.9         
Amendments.  This Contract shall not be amended,
altered, changed, modified, supplemented or rescinded in any manner except by a
written contract executed by all of the parties; provided, however, that, (a)
the signature of the Escrow Agent shall not be required as to any amendment of
this Contract other than an amendment of Section 2.3, and (b) the signature of the Broker shall
not be required as to any amendment of this Contract.

13.10     
Severability.  In the event that any part of this
Contract shall be held to be invalid or unenforceable by a court of competent
jurisdiction, such provision shall be reformed, and enforced to the maximum
extent permitted by law.  If such provision cannot be reformed, it shall be
severed from this Contract and the remaining portions of this Contract shall be
valid and enforceable.

13.11     
Multiple Counterparts/Facsimile Signatures.  This
Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of
signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.

13.12     
Construction.  No provision of this Contract shall be
construed in favor of, or against, any particular party by reason of any
presumption with respect to the drafting of this Contract; both parties, being
represented by counsel, having fully participated in the negotiation of this
instrument.

13.13     
Confidentiality.  Seller and Purchaser shall not
disclose the terms and conditions contained in this Contract and shall keep the
same confidential, provided that each may disclose the terms and conditions of
this Contract (a) as required by law, (b) to consummate the terms of this
Contract, or any financing relating thereto, or (c) to its lenders, attorneys
and accountants.  Furthermore, Seller may disclose the terms and conditions
of this Contract as is necessary, in Seller's sole discretion, in order for
Seller to make any public disclosures required under federal or state securities
laws or regulations.  Any information obtained by Purchaser in the course
of its inspection of the Property, and any Materials provided by Seller to
Purchaser hereunder, shall be confidential and Purchaser shall be prohibited
from making such information public to any other person or entity other than its
Consultants, without Seller's prior written authorization, which may be granted
or denied in Seller's sole discretion.  In addition, each party shall use
its reasonable efforts to prevent its Consultants from divulging any such
confidential information to any unrelated third parties except for the limited
purpose of analyzing and investigating such information for the purpose of
consummating the transaction contemplated by this Contract.  Unless and
until the Closing occurs, Purchaser shall not market the Property (or any
portion thereof) to any prospective purchaser or lessee without the prior
written consent of Seller, which consent may be withheld in Seller's sole
discretion.

13.14     
Time of the Essence.  It is expressly agreed by the
parties hereto that time is of the essence with respect to this Contract and any
aspect thereof.

13.15     
Waiver.  No delay or omission to exercise any right or
power accruing upon any default, omission, or failure of performance hereunder
shall impair any right or power or shall be construed to be a waiver thereof,
but any such right and power may be exercised from time to time and as often as
may be deemed expedient.  No waiver, amendment, release, or modification of
this Contract shall be established by conduct, custom, or course of dealing and
all waivers must be in writing and signed by the waiving party.

13.16     
Attorneys' Fees.  In the event either party hereto
commences litigation against the other to enforce its rights hereunder, the
substantially prevailing party in such litigation shall be entitled to recover
from the other party its reasonable attorneys' fees and expenses incidental to
such litigation, including the cost of in-house counsel and any appeals.

13.17     
Time Zone/Time Periods.  Any reference in this
Contract to a specific time shall refer to the time in the time zone where the
Property is located.  (For example, a reference to 3:00 p.m. refers to 3:00
p.m. MST if the Property is located in Denver, Colorado.)  Should the
last day of a time period fall on a weekend or legal holiday, the next Business
Day thereafter shall be considered the end of the time period. 

13.18     
1031 Exchange.  Seller and Purchaser acknowledge and
agree that the purchase and sale of the Property may be part of a tax-free
exchange for either Purchaser or Seller pursuant to Section 1031 of the Code,
the regulations promulgated thereunder, revenue procedures, pronouncements and
other guidance issued by the Internal Revenue Service.  Each party hereby
agrees to cooperate with each other and take all reasonable steps on or before
the Closing Date to facilitate such exchange if requested by the other party,
provided that (a) no party making such accommodation shall be required to
acquire any substitute property, (b) such exchange
shall not affect the representations, warranties, liabilities and obligations of
the parties to each other under this Contract, (c) no party making such
accommodation shall incur any additional cost, expense or liability in
connection with such exchange (other than expenses of reviewing and executing
documents required in connection with such exchange), and (d) no dates in this
Contract will be extended as a result thereof, except as specifically provided
herein.

13.19     
No Personal Liability of Officers, Trustees or
Directors.  Purchaser acknowledges that this Contract is entered
into by Seller which is a Michigan limited partnership, and Purchaser agrees
that none of Seller's Indemnified Parties shall have any personal liability
under this Contract or any document executed in connection with the transactions
contemplated by this Contract.  Seller acknowledges that this Contract is
entered into by Purchaser which is a Michigan corporation, and Seller agrees
that none of Purchaser, or Purchaser's partners, managers, members, employees,
officers, directors, trustees, shareholders, counsel, representatives, or agents
shall have any personal liability under this Contract or any document executed
in connection with the transactions contemplated by this Contract.

13.20     
ADA Disclosure.  Purchaser
acknowledges that the Property may be subject to the federal Americans With
Disabilities Act (the "ADA") and the federal Fair Housing Act (the
"FHA").  The ADA requires, among other matters, that tenants
and/or owners of "public accommodations" remove barriers in order to make the
Property accessible to disabled persons and provide auxiliary aids and services
for hearing, vision or speech impaired persons.  Seller makes no warranty,
representation or guarantee of any type or kind with respect to the Property's
compliance with the ADA or the FHA (or any similar state or local law), and
Seller expressly disclaims any such representations.

13.21     
No Recording.  Purchaser shall not cause or allow this
Contract or any contract or other document related hereto, nor any memorandum or
other evidence hereof, to be recorded or become a public record without Seller's
prior written consent, which consent may be withheld at Seller's sole
discretion.  If Purchaser records this Contract or any other memorandum or
evidence thereof, Purchaser shall be in default of its obligations under this
Contract.  Purchaser hereby appoints Seller as Purchaser's attorney-in-fact
to prepare and record any documents necessary to effect the nullification and
release of the Contract or other memorandum or evidence thereof from the public
records.  This appointment shall be coupled with an interest and
irrevocable.

13.22     
Relationship of Parties.  Purchaser and Seller
acknowledge and agree that the relationship established between the parties
pursuant to this Contract is only that of a seller and a purchaser of
property.  Neither Purchaser nor Seller is, nor shall either hold itself
out to be, the agent, employee, joint venturer or partner of the other
party.

13.23     
AIMCO Marks.  Purchaser agrees that Seller, the
Property Manager or AIMCO, or their respective affiliates, are the sole owners
of all right, title and interest in and to the AIMCO Marks (or have the right to
use such AIMCO Marks pursuant to license agreements with third parties) and that
no right, title or interest in or to the AIMCO Marks is granted, transferred,
assigned or conveyed as a result of this Contract.  Purchaser further
agrees that Purchaser will not use the AIMCO Marks for any purpose.

13.24     
Non-Solicitation of Employees.  Prior to the
expiration of the Feasibility Period, Purchaser acknowledges and agrees that,
without the express written consent of Seller, neither Purchaser nor any of
Purchaser's employees, affiliates or agents shall solicit any of Seller's
employees or any employees located at the Property (or any of Seller's
affiliates' employees located at any property owned by such affiliates) for
potential employment.

13.25     
Survival.  Except for (a) all of the provisions of
this Article XIII; (b)
Sections 2.3, 3.3, 3.4,
3.5, 4.8, 5.4,
5.5, 6.2, 6.3,
6.5, 7.4, 9.1,
11.4, and 14.2; (c) any other provisions in this
Contract, that by their express terms survive the termination of this Contract
or the Closing; and (d) any payment or indemnity obligation of Purchaser under
this Contract (the foregoing (a), (b), (c) and (d) referred to herein as the
"Survival Provisions"), none of the terms and provisions of this
Contract shall survive the termination of this Contract, and if the Contract is
not so terminated, all of the terms and provisions of this Contract (other than
the Survival Provisions, which shall survive the Closing) shall be merged into
the Closing documents and shall not survive Closing.

13.26     
Multiple Purchasers.  As used in this Contract, the
term "Purchaser" includes all entities acquiring any interest in
the Property at the Closing, including, without limitation, any assignee(s) of
the original Purchaser pursuant to Section 13.3 of this Contract.  In the event
that "Purchaser" has any obligations or makes any covenants,
representations or warranties under this Contract, the same shall be made
jointly and severally by all entities being a Purchaser hereunder.  

13.27     
WAIVER OF JURY TRIAL.  THE PARTIES HERETO WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY
OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
CONTRACT.

Article
XIV
LEAD–BASED PAINT DISCLOSURE

14.1         
Disclosure.  Seller and Purchaser hereby acknowledge
delivery of the Lead Based Paint Disclosure attached as Exhibit H
hereto.  

14.2         
Consent Agreement.  

Testing
(the "Testing") has been performed at the Property with respect to
lead-based paint.  Law Engineering and Environmental Services, Inc.
performed the Testing and reported its findings in the Lead Based Paint Free
Certificate dated August 16, 2001, a copy of which has been provided to
Purchaser (the "Report").  The Report certifies the Property
as lead-based paint free.  By execution hereof, Purchaser acknowledges
receipt of a copy of the Report, the Lead-Based Paint Disclosure Statement
attached hereto as Exhibit H, and acknowledges receipt of that certain
Consent Agreement (the "Consent Agreement") by and among the
United States Environmental Protection Agency (executed December 19, 2001), the
United States Department of Housing and Urban Development (executed January 2,
2002), and AIMCO (executed December 18, 2001).  Because the Property has
been certified as lead based paint free, Seller is not required under the
Consent Agreement to remediate or abate any lead-based paint condition at the Property prior to the Closing.  Purchaser
acknowledges and agrees that (1) after Closing, Purchaser and the Property shall
be subject to the Consent Agreement and the provisions contained herein related
thereto and (2) that Purchaser shall not be deemed to be a third party
beneficiary to the Consent Agreement.  

[Remainder of Page Intentionally Left Blank]




           
NOW, THEREFORE, the parties hereto have executed this Contract as of the date
first set forth above.

 

Seller:

 

CARRIAGE
APX, A MICHIGAN LIMITED PARTNERSHIP,

a
Michigan limited partnership

 

By:      
CARRIAGE APX, INC.,

           
a Michigan corporation,

           
its general partner

 

 

           
By:  /s/Trent A. Johnson

Name: 
Trent A. Johnson

Title: 
Vice President




Purchaser:

 

DTN
DEVELOPMENT GROUP, INC.,

a
Michigan corporation

 

 

By: /s/Iqbal
Singh Uppal 

Name: Iqbal
Singh Uppal

Title:
President