PURCHASE AND SALE CONTRACT



Exhibit 10.5

 

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

 

 

BETWEEN

 

 

 

HCW PENSION REAL ESTATE FUND
LIMITED PARTNERSHIP,

a Massachusetts limited
partnership

 

 

 

AS SELLER

 

 

 

 

 

 

AND

 

 

 

 

CARDINAL GROUP INVESTMENTS,
LLC,

a Delaware limited liability
company

 

 

 

AS PURCHASER

 

 

 

 

 

LEWIS PARK
APARTMENTS

 




	
 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
	
3

	
 
	
3.5
	
Property
Materials
	
4

	
 
	
3.6
	
Property
Contracts
	
5

	
 Article
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
7

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
 Article
V
	
CLOSING
	
11

	
 
	
5.1
	
Closing
Date
	
11

	
 
	
5.2
	
Seller
Closing Deliveries
	
12

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
13

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
13

	
 
	
5.5
	
Post
Closing Adjustments
	
16

	
 Article
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
17

	
 
	
6.1
	
Seller's
Representations
	
17

	
 
	
6.2
	
AS-IS
	
18

	
 
	
6.3
	
Survival
of Seller's Representations
	
19

	
 
	
6.4
	
Definition
of Seller's Knowledge
	
19

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
19

	
 Article
VII
	
OPERATION
OF THE PROPERTY
	
20

	
 
	
7.1
	
Leases
and Property Contracts
	
20

	
 
	
7.2
	
General
Operation of Property
	
21

	
 
	
7.3
	
Liens
	
21

	
 
	
7.4
	
Tax
Appeals
	
21

	
 Article
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
22

	
 
	
8.1
	
Purchaser's
Conditions to Closing
	
22

	
 
	
8.2
	
Seller's
Conditions to Closing
	
22

	
 Article
IX
	
BROKERAGE
	
23

	
 
	
9.1
	
Indemnity
	
23

	
 
	
9.2
	
Broker
Commission
	
23

	
 Article
X
	
DEFAULTS
AND REMEDIES
	
24

	
 
	
10.1
	
Purchaser
Default
	
24

	
 
	
10.2
	
Seller
Default
	
24

	
 Article
XI
	
RISK
OF LOSS OR CASUALTY
	
25

	
 
	
11.1
	
Major
Damage
	
25

	
 
	
11.2
	
Minor
Damage
	
25

	
 
	
11.3
	
Closing
	
26

	
 
	
11.4
	
Repairs
	
26

	
 Article
XII
	
EMINENT
DOMAIN
	
26

	
 
	
12.1
	
Eminent
Domain
	
26

	
 Article
XIII
	
MISCELLANEOUS
	
26

	
 
	
13.1
	
Binding
Effect of Contract
	
26

	
 
	
13.2
	
Exhibits
and Schedules
	
27

	
 
	
13.3
	
Assignability
	
27

	
 
	
13.4
	
Captions
	
27

	
 
	
13.5
	
Number
and Gender of Words
	
27

	
 
	
13.6
	
Notices
	
27

	
 
	
13.7
	
Governing
Law and Venue
	
29

	
 
	
13.8
	
Entire
Agreement
	
29

	
 
	
13.9
	
Amendments
	
29

	
 
	
13.10
	
Severability
	
29

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
30

	
 
	
13.12
	
Construction
	
30

	
 
	
13.13
	
Confidentiality
	
30

	
 
	
13.14
	
Time
of the Essence
	
30

	
 
	
13.15
	
Waiver
	
30

	
 
	
13.16
	
Attorneys'
Fees
	
30

	
 
	
13.17
	
Time
Zone/Time Periods
	
30

	
 
	
13.18
	
1031
Exchange
	
31

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors
	
31

	
 
	
13.20
	
ADA
Disclosure
	
31

	
 
	
13.21
	
No
Recording
	
31

	
 
	
13.22
	
Relationship
of Parties
	
32

	
 
	
13.23
	
AIMCO
Marks
	
32

	
 
	
13.24
	
Non-Solicitation
of Employees
	
32

	
 
	
13.25
	
Survival
	
32

	
 
	
13.26
	
Multiple
Purchasers
	
32

	
 
	
13.27
	
WAIVER
OF JURY TRIAL
	
32

	
 Article
XIV
	
LEAD–BASED
PAINT DISCLOSURE
	
32

	
 
	
14.1
	
Disclosure
	
32

	
 
	
14.2
	
Consent
Agreement
	
33

					



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

 

 

SCHEDULES

 

Schedule
1       Defined Terms

 




PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 22nd day of October, 2010 (the "Effective Date"),
by and between HCW Pension Real Estate
Fund Limited Partnership, a Massachusetts limited partnership, having an
address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller"), and CARDINAL GROUP INVESTMENTS, LLC, a Delaware
limited liability company, having a principal address at 201 E. Ohio,
3rd Floor, Chicago, Illinois  60611
("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 Jackson County, Illinois, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as LEWIS PARK
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
$10,100,000.00, 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, E-mail
Valena.bloomquist@fnf.com ("Escrow Agent" or "Title
Insurer") an initial deposit (the "Initial Deposit") of
$100,000.00 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 $100,000.00 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 10:00 a.m.
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 the date which is 45 days after
the Effective Date (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, including
without limitation, a new or updated survey, a Phase I environmental study, an
appraisal and a non-invasive engineering report by or through Purchaser’s
anticipated lender (which lender and its agents shall be deemed Purchaser’s
Consultants for purposes of Purchaser’s Inspections), 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, including
without limitation a year-to-date operating statement and the last two years’
operating statements for the Property, other than such documents and information
that Seller deems to be confidential or proprietary (collectively, the
"Materials").

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 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) 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 shall provide Purchaser with an updated Rent Roll on the 10th
day of each subsequent calendar month and within two (2) business days, as and
when requested, from a Proposed Lender.  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.  

3.5.5       
Within 5 Business Days after delivery the Property Contracts List, Seller
shall deliver to Purchaser a copy of each Property Contract set forth in the
Property Contacts List and such deliveries shall be deemed part of the Materials
hereunder.

3.5.6       
During the Feasibility Period, Seller will generate and deliver to
Purchaser an inventory of Fixtures and Tangible Personal Property located within
the management office (and including a list of maintenance vehicles and
equipment) to be conveyed to Purchaser pursuant to this Contract, but such
inventory will not include any Fixtures and Tangible Personal Property located
within the units which are leased at the Property.

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,
Purchaser shall be solely responsible for the payment of any such cancellation
fees, penalties, or damages, including liquidated damages.  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.

Notwithstanding
any provision hereof to the contrary, Seller shall terminate any property
management agreement and any service contracts with servicers which are
affiliates of Seller as of the Closing Date, all at Seller’s sole cost and
expense.

Article
IV
TITLE

4.1             
Title Documents.  Within 10 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 30 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 35 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 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 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 6 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             
Financing Period. 

4.7.1       
Subject to the terms and conditions of this Section 4.7, Purchaser
shall use good faith, diligent efforts to obtain mortgage financing for
Purchaser’s purchase of the Property on terms which are commercially reasonable
and which are market standard (including standard or customary reserves,
guarantees and capital expenditure requirements)(“Purchaser-Financing”),
on or prior to the date which is forty-five (45) after the Effective Date (such
period, the “Financing Period”).  

4.7.1.1           
Provided that (a) Purchaser is not in default of the terms of this
Contract, and (b) Purchaser has used diligent, good faith efforts to obtain the
Financing Commitment but has failed to do so as of the expiration of the
Financing Period, Purchaser shall be permitted 2 consecutive 15-day extensions
of the Financing Period each exercisable by (i) delivering to Seller written
notice of each such extension on or prior to then-current expiration of the
Financing Period, and (ii) simultaneously with such notice to Seller, delivering
to Seller the amount of $30,000.00 by wire transfer of Good Funds in accordance
with Seller’s wiring instructions (each such amount, a “Financing Period
Extension Fee”).  The Financing Period Extension Fees shall be
non-refundable upon receipt by Seller except as expressly provided otherwise in
this Contract and shall be deemed and treated as part of the Deposit.

4.7.1.2           
Purchaser, at its sole cost and expense, shall submit to a Proposed
Lender a complete application for Purchaser-Financing, together with all
documents and information required in connection therewith (the "Loan
Application").  Purchaser shall promptly notify Seller that
Purchaser has submitted the Loan Application and shall provide evidence of its
submission and the identity of the Proposed Lender on or before the date which
is 15 days after the Effective Date (the “Loan Application
Deadline”).  Purchaser acknowledges and agrees that Purchaser is
solely responsible for the preparation and submittal of the Loan Application,
including the collection of all materials, documents, certificates, financials,
signatures, and other items required to be submitted to Proposed Lender in
connection with the Loan Application.  Purchaser
shall keep Seller apprised about the status of the Loan Application and the
Proposed Lender.

4.7.1.3           
Purchaser shall promptly deliver to Proposed Lender all documents and
information required by Proposed Lender, and such other information or
documentation as Proposed Lender reasonably may request, including, without
limitation, financial statements, income tax returns and other financial
information for Purchaser an any required guarantor. 

4.7.1.4           
Purchaser shall be responsible for and shall pay all fees and expenses
(including, without limitation, all servicing fees and charges, transfer fees,
assumption fees, title fees and endorsement fees) imposed or charged by Proposed
Lender or its counsel (such fees and expenses collectively being referred to as
the "Lender Fees"), in connection with the Loan Application and
any Purchaser-Financing.

4.7.1.5           
Purchaser shall be in default hereunder if Purchaser fails to submit a
complete Loan Application by the Loan Application Deadline, in which event
Seller may terminate this Contract and the Deposit shall be immediately released
by the Escrow Agent to Seller.

4.7.2       
  Purchaser shall notify Seller of Purchaser’s receipt of a
binding commitment for Purchaser-Financing on terms satisfactory to Purchaser
(the “Financing Commitment”) promptly (in no event later than the
later of (a) three (3) Business Days after receipt, or (b) the expiration of the
Financing Period) after Purchaser’s receipt of the Financing Commitment. 
Upon Purchaser’s receipt of the Financing Commitment, the Deposit (including the
Initial Deposit and the Additional Deposit) shall be non-refundable, except as
expressly provided otherwise in this Contract.  If Purchaser has not
obtained the Financing Commitment on or prior to the expiration of the Financing
Period (and for no other reason), then Purchaser shall have the right to
terminate this Contract by giving written notice to that effect to Seller and
Escrow Agent on or before 5:00 p.m. (in the time zone in which the Escrow Agent
is located) on the date of expiration of the Financing Period.  If
Purchaser exercises such right to terminate, this Contract shall terminate and
be of no further force and effect subject to and except for the Survival
Provisions, and Escrow Agent shall promptly return the entire Deposit to
Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to
return or certify the destruction of all Third-Party Reports and information and
Materials provided to Purchaser as a pre-condition to the return of the
Deposit).  If Purchaser fails to provide Seller with written notice of
termination prior to the expiration of the Financing Period in strict accordance
with the notice provisions of this Contract, Purchaser’s right to terminate
under this Section 3.7 shall be permanently waived, the Deposit
(including the Initial Deposit, the Additional Deposit and any Financing Period
Extension Fees) shall be non-refundable, except as expressly provided otherwise
in this Contract, and this Contract shall remain in full force and effect. 


Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur on the date
which is 30 days after the expiration of the Financing Period (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       
Special Warranty 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    A completed Real
Estate Transfer Declaration (on Form P-Tax 203 or such other form required by
the Real Estate Transfer Act of the State of Illinois) and such other state,
county or local real property tax transfer forms as required by Applicable
Law.

5.2.12    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.

5.3             
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 General Assignment.

5.3.4       
A countersigned counterpart of the Leases Assignment.

5.3.5       
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.

5.3.6       
Any cancellation fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.

5.3.7       
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Purchaser's
authority to consummate this transaction.

5.3.8       
Countersigned counterparts to the completed Real Estate Transfer
Declaration (on Form P-Tax 203 or such other form required by the Real Estate
Transfer Act of the State of Illinois) and such other state, county or local
real property tax transfer forms as required by Applicable Law.

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.

5.4             
Closing Prorations and Adjustments.

5.4.1       
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, personal
property taxes, 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.  All of the operating, maintenance, taxes
(other than real estate 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 Estate Taxes.  Real estate ad valorem and similar taxes
("Real Property Taxes") will be prorated at Closing in accordance
with the provisions of this Section 5.4.4.  The following provisions
assume that the Closing will occur in calendar year 2011 and that no
installments of Real Property Taxes assessed for 2010 payable in 2011 (the
“2010/Pay 2011 Taxes”) will have been paid by Seller prior to the
date of Closing.  In the event that actual figures (whether for the
assessed value of the Property or for the tax rates) for the 2010/Pay 2011 Taxes
are not available at the Closing Date, Purchaser will be given a credit at
Closing equal to 103% of the estimated first installment and second installment
of 2010/Pay 2011 Taxes calculated by using the tax rate figures from the
preceding year and the most recent posted assessed value of the Property
(assuming payment at the earliest time to allow for the maximum possible
discount). The proration of Real Property Taxes for the Real Property Taxes
assessed for 2011 payable in 2012 (the “2011/Pay 2012 Taxes”)
shall be based on the 2010/Pay 2011 Taxes as determined or estimated in the
preceding sentence, with Purchaser given a proration credit at Closing based on
the actual number of days in 2011 that Seller owned the Property up to the date
of Closing. The proration of all real property taxes and installments of
assessments shall be final and not subject to re-adjustment after
Closing.

5.4.5       
Property Contracts.  Purchaser shall assume at Closing the
obligations arising from and after the date of Closing 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, to
Purchaser’s reasonable third-party costs of such collection, second, towards
current rent due and owing under the Leases, 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 as of the
Closing Date.

5.4.9       
Closing Costs.  Purchaser shall pay any city, county or local
transfer taxes, mortgage assumption, sales, use, gross receipts or similar
taxes, 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, Illinois real property transfer taxes and one-half of
the customary closing costs of the Escrow Agent.  

5.4.10    Utility
Contracts.  If Seller has entered into an agreement for the
purchase of electricity, gas or other utility service for the Property or a
group of properties (including the Property) (a "Utility
Contract"), or an affiliate of Seller has entered into a Utility
Contract, then Seller shall assign and Purchaser shall assume the Utility
Contract with respect to the Property, and if required by the terms of such
Utility Contract, Purchaser shall attempt to obtain consent to such assignment
and assumption, and Purchaser shall 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 obtain such
consent.  Notwithstanding the foregoing, Seller may instead elect to
receive a credit at Closing equal to the reasonably calculated costs of the
Utility Contract attributable to the Property from and after the Closing, and
Seller shall remain responsible for payments under the Utility Contract.

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 six (6) 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.  

5.4.12    Tax
Appeals.  Purchaser acknowledges and agrees that Seller, in its sole
discretion, may file an appeal (the "Appeal") with respect to real
estate ad valorem or other similar property taxes applicable to the Property for
the Tax Year in which Closing occurs (the "Property Taxes"). 
Prior to the Closing, Seller shall notify Purchaser whether Seller desires to
continue to process the Appeal from and after the Closing Date. If Seller fails
to notify Purchaser of its election to continue the Appeal, Seller will be
deemed to have elected not to continue the Appeal from and after the Closing
Date and the provisions of Section 5.4.12.2 below shall apply.  

5.4.12.1       
If Seller elects to continue the Appeal, then, from and after the Closing
Date, Seller agrees that it will continue, at Seller's sole cost and expense, to
reasonably process the Appeal to conclusion with the applicable taxing authority
(including any further appeals which Seller deems reasonable to pursue). In the
event that the Appeal is successful in reducing the amount of Property Taxes
payable with respect to the Tax Year in which Closing occurs, then Purchaser and
Seller shall share any Refund on a pro rata basis (in accordance with the number
of days in the Tax Year of Closing that each held title to the Property) after
first reimbursing Seller for its actual, reasonable and documented third-party
costs (collectively, the "Third-Party Costs") incurred in
connection with the Appeal. If Third-Party Costs equal or exceed the amount of
the Award, then Seller shall be entitled to the full amount of the
Award.

5.4.12.2       
If Seller does not elect to continue the Appeal, then, from and after the
Closing Date, Purchaser agrees that it will continue, at Purchaser's sole cost
and expense, to reasonably process the Appeal to conclusion with the applicable
taxing authority (including any further appeals which Purchaser deems reasonable
to pursue). In the event that the Appeal is successful in reducing the amount of
Property Taxes payable with respect to the Tax Year in which Closing occurs,
then Purchaser and Seller shall share any Refund on a pro rata basis (in
accordance with the number of days in the Tax Year of Closing that each held
title to the Property) after first reimbursing each of Purchaser and Seller for
their respective Third-Party Costs incurred in connection with the Appeal. If
Third- Party Costs equal or exceed the amount of the Award, then the Award shall
be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser
and Seller receiving a portion of the Award equal to the product of (i) a
fraction, the numerator of which is the respective party's Third-Party Costs,
and the denominator of which is the total of both parties' Third-Party Costs,
and (ii) the amount of the Award.

5.4.12.3       
For purposes of this Section, "Tax Year" shall mean each
12-month period for which the applicable taxing authority assesses Property
Taxes, which may or may not be a calendar year.

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 90 days after Closing, or (b) subject to such 90-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,
subject to Section 8.2.5 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 that will not 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 and, to Seller’s knowledge, there are no leases or tenancies
affecting the Property except as set forth in the Rent Roll (as updated pursuant
to Section 5.2.10);

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       
To Seller's knowledge: (A) no hazardous or toxic materials or other
substances regulated by applicable federal or state environmental laws are
stored by Seller on, in or under the Property in quantities which violate
applicable laws governing such materials or substances, and (B) the Property is
not used by Seller for the storage, treatment, generation or manufacture of any hazardous or toxic materials or other
substances in a manner which would constitute a violation of applicable federal
or state environmental laws.

6.1.8       
To Seller’s knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property.

6.1.9       
The operating statements to be furnished by Seller to Purchaser are those
used in the Seller's ordinary and normal course of its business, and, to
Seller's knowledge, such items are true, accurate and complete in all material
respects.

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, excluding any claims based on breach of Seller’s Representations
(subject to the terms of Section 6.3 of this Contract).  

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 has requested arbitration
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 $350,000.00 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.  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 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 Ken Sloma who is the
regional property manager handling this Property and the term "Community
Manager" shall refer to Michele Pender 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:

6.5.1       
Purchaser is a limited liability company duly organized, validly existing
and in good standing under the laws of Delaware.

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 that has not already been obtained.  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).

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 Encumbrance for all purposes
hereunder.

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       
Subject to the last sentence of this Section 8.1, not less than
90% of the apartment rental units at the Property are leased to Tenants.

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.  Notwithstanding any provision
hereof to the contrary, the condition precedent set forth in Section
8.1.5 shall only apply to the extent that Purchaser’s lender for the
Purchaser-Financing imposes any such condition as a requirement to close the
Purchaser-Financing and shall be adjusted in accordance with the actual lender
minimum occupancy requirement (e.g., if lender imposes an 80% minimum occupancy
requirement, then the “90%” in Section 8.1.5 shall be changed to “80%”
and if lender imposes no minimum occupancy requirement, then Section
8.1.5 shall be null and void); provided, however, that in no
event shall Section 8.1.5 require more than 90% of the apartment rental
units at the Property to be leased to Tenants as a condition to Purchaser’s
closing obligations hereunder. 

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 any of Purchaser's members shall be a debtor in any
bankruptcy proceeding;

8.2.5       
[Intentionally omitted]

8.2.6       
There shall not be any pending litigation or, to the knowledge of either
Purchaser or Seller, any litigation threatened in writing, which, if adversely
determined, would 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; and

8.2.7       
The Loan Payoff shall have occurred.

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 HFF, One Indiana Square, Suite 1330,
Indianapolis, Indiana  46204, Attention: Brian Kelly, Telephone (317)
632-7501, Facsimile (317) 630-3190, E-mail bkelly@hfflp.com
("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.  

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 $50,000 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 (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.  Seller shall
provide Purchaser with any damages estimate from the insurer and with copies of
the bids for the Repairs, and Seller shall pay any insurance deductible
attributable to such Repairs.  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 as such amount is adjusted by Seller’s insurance
company(ies) (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.  A
taking of “any material part of the Property” includes the taking of any access
to the Property or parking rights associated with the Property.  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:

 

Cardinal
Group Investments, LLC

201
E. Ohio

3rd
Floor

Chicago,
Illinois  60611

Attention:
Alex O’Brien

Telephone:  312-854-7115 

Facsimile: 
858-777-5437 

Email: 
alex@cardinalgroupinvestments.com

And:

Lottner
Rubin Fishman Brown & Saul, P.C.

633
17th Street

Suite
2700

Denver,
Colorado  80202

Attention: 
Richard J. Saul

Telephone: 
303-292-1200 

Facsimile: 
303-292-1300 

Email: 
rsaul@lrflegal.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:

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
Trent Johnson

Telephone: 
303-691-4348

Facsimile: 
720-200-6881

Email: 
trent.johnson@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:

HFF

One
Indiana Square

Suite
1330

Indianapolis
, Indiana  46204

Attention: 
Brian Kelly
Telephone:  317-632-7501
Facsimile: 
317-630-3190

Email: 
bkelly@hfflp.com

and a copy to:

Ginsberg Jacobs LLC

300
S. Wacker Drive

Suite
2450

Chicago,
Illinois  60606

Attention: 
Steven F. Ginsberg
Telephone:  312-660-9614
Facsimile:
 312-660-9612
Email:  sginsberg@ginsbergjacobs.com

And

Attention: 
Ana Acena
Telephone:  312-660-9618
Facsimile: 
312-660-9612
Email:  aacena@ginsbergjacobs.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

Facsimile: 
720-489-7593

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
Illinois 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 Proposed 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 or arbitration 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 and arbitration, 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.  Notwithstanding
anything in this Section 13.18 to
the contrary, Seller shall have the right to extend the Closing Date (as
extended pursuant to the second sentence of Section 5.1) for up to 30 days in order to
facilitate a tax free exchange pursuant to this Section 13.18, and to obtain all documentation
in connection therewith.

13.19     
No Personal Liability of Officers, Trustees or
Directors.  Purchaser acknowledges that this Contract is entered
into by Seller which is a Massachusetts 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 Delaware limited liability
company, 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 (other
than Section 13.18); (b)
Sections 2.3, 3.3, 3.4, 3.5, 5.4, 5.5, 6.2, 6.3, 6.5, 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
Inspection Survey dated May 14, 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:

 

HCW Pension Real Estate Fund Limited
Partnership, a Massachusetts limited partnership

 

By:      
HCW GENERAL PARTNER, LIMITED PARTNERSHIP, a Texas limited partnership, its
general partner

 

By:      
IH, INC., a Delaware corporation,

its
general partner

 

 

By:
 /s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

 

Purchaser:

 

CARDINAL
GROUP INVESTMENTS, LLC,

a
Delaware limited liability company

 

By: 
/s/Eric Frank

Name: 
Eric Frank

Title: 
Manager