PURCHASE AND SALE CONTRACT



Exhibit 10.22

 

 

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

 

 

BETWEEN

 

 

 

ORP ONE L.L.C.,

a Maryland limited liability
company

 

 

 

AS SELLER

 

 

 

 

 

 

AND

 

 

 

 

TMF I FAIRLANE,
LLC,

a Delaware limited liability
company

 

 

 

AS PURCHASER

 

 

 

 

 

FAIRLANE EAST
APARTMENTS




TABLE OF
CONTENTS

 

                                                                         
Page

 

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
4

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
5

	
 
	
3.6
	
Property
Contracts
	
6

	
 
	
3.7
	
Jointly
Owned Facilities
	
6

	
 
	
3.8
	
Inventory
of Fixtures and Tangible Personal Property
	
7

	
 
	
ARTICLE
IV
	
TITLE
	
7

	
 
	
4.1
	
Title
Documents
	
7

	
 
	
4.2
	
Survey
	
7

	
 
	
4.3
	
Objection
and Response Process
	
7

	
 
	
4.4
	
Permitted
Exceptions
	
8

	
 
	
4.5
	
Existing
Deed of Trust
	
8

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
8

	
 
	
4.7
	
SEC
Clearance Period
	
9

	
 
	
4.8
	
Purchaser
Financing
	
11

	
 
	
ARTICLE
V
	
CLOSING
	
12

	
 
	
5.1
	
Closing
Date
	
12

	
 
	
5.2
	
Seller
Closing Deliveries
	
12

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
13

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
14

	
 
	
5.5
	
Post
Closing Adjustments
	
17

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
17

	
 
	
6.1
	
Seller’s
Representations
	
17

	
 
	
6.2
	
AS-IS
	
19

	
 
	
6.3
	
Survival
of Seller’s Representations
	
20

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
20

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
21

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
22

	
 
	
7.1
	
Leases
and Property Contracts
	
22

	
 
	
7.2
	
General
Operation of Property
	
22

	
 
	
7.3
	
Liens
	
22

	
 
	
7.4
	
Tax
Appeals
	
22

	
 
	
7.5
	
Rent-Ready
Units
	
23

	
 
	
7.6
	
Notices
	
23

	
 
	
7.7
	
Association
Litigation
	
23

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
23

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
24

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
24

	
 
	
ARTICLE
IX
	
BROKERAGE
	
25

	
 
	
9.1
	
Indemnity
	
25

	
 
	
9.2
	
Broker
Commission
	
25

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
25

	
 
	
10.1
	
Purchaser
Default
	
26

	
 
	
10.2
	
Seller
Default
	
26

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
27

	
 
	
11.1
	
Major
Damage
	
27

	
 
	
11.2
	
Minor
Damage
	
27

	
 
	
11.3
	
Closing
	
27

	
 
	
11.4
	
Repairs
	
28

	
 
	
11.5
	
Lender
Refusal to Fund
	
28

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
28

	
 
	
12.1
	
Eminent
Domain
	
28

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
29

	
 
	
13.1
	
Binding
Effect of Contract
	
29

	
 
	
13.2
	
Exhibits
and Schedules
	
29

	
 
	
13.3
	
Assignability
	
29

	
 
	
13.4
	
Captions
	
29

	
 
	
13.5
	
Number
and Gender of Words
	
29

	
 
	
13.6
	
Notices
	
29

	
 
	
13.7
	
Governing
Law and Venue
	
32

	
 
	
13.8
	
Entire
Agreement
	
32

	
 
	
13.9
	
Amendments
	
32

	
 
	
13.10
	
Severability
	
32

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
32

	
 
	
13.12
	
Construction
	
32

	
 
	
13.13
	
Confidentiality
	
32

	
 
	
13.14
	
Time
of the Essence
	
33

	
 
	
13.15
	
Waiver
	
33

	
 
	
13.16
	
Attorneys’
Fees
	
33

	
 
	
13.17
	
Time
Zone/Time Periods
	
33

	
 
	
13.18
	
1031
Exchange
	
34

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
34

	
 
	
13.20
	
ADA
Disclosure
	
34

	
 
	
13.21
	
No
Recording
	
34

	
 
	
13.22
	
Relationship
of Parties
	
34

	
 
	
13.23
	
AIMCO
Marks
	
35

	
 
	
13.24
	
Non-Solicitation
of Employees
	
35

	
 
	
13.25
	
Survival
	
35

	
 
	
13.26
	
Multiple
Purchasers
	
35

	
 
	
13.27
	
WAIVER
OF JURY TRIAL
	
35

	
 
	
13.28
	
Exclusive
Negotiations
	
35

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
36

	
 
	
14.1
	
Disclosure
	
36

	
 
	
14.2
	
Consent
Agreement
	
36

								


 

 

 




EXHIBITS AND SCHEDULES

 

EXHIBITS

 

Exhibit
A          Legal Description

Exhibit
B          Form of Special Warranty
Deed

Exhibit
C          Form of Bill of Sale

Exhibit
D          Form of General
Assignment and Assumption

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

Exhibit
F           Form of Notice to
Vendor regarding Termination of Contract

Exhibit
G          Form of Tenant
Notification

Exhibit
H          Form of Lead Paint
Disclosure

Exhibit
I            Form of
Michigan Property Transfer Affidavit

 

SCHEDULES

 

Schedule
1       Defined Terms

 

 




PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 11th day of October, 2010 (the "Effective
Date"), by and between ORP ONE L.L.C., a Delaware limited
liability company, having an address at 4582 South Ulster Street Parkway, Suite
1100, Denver, Colorado 80237 ("Seller"), and TMF I FAIRLANE,
LLC, a Delaware limited liability company, having a principal address at 360
N. Michigan Avenue, Suite 1400, Chicago, Illinois 60601
("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 Wayne County, Michigan, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as Fairlane East
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
$14,000,000.00, payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days after the Effective Date, Purchaser shall deliver
to Stewart Title Guaranty Company, 1980 Post Oak Boulevard, Suite 610, Houston,
Texas 77056; Attention:  Wendy Howell; Telephone:  (800) 729-1906;
Facsimile:  (713) 552-1703 ("Escrow Agent" or "Title
Insurer") an initial deposit (the "Initial Deposit") of
$150,000.00 by wire transfer of immediately available funds ("Good
Funds").  

2.2.2       
Within one (1) Business Day after the Feasibility Period expires,
Purchaser shall deliver to Escrow Agent an additional deposit (the
"Additional Deposit") of $350,000.00 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 12:00 p.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 November 10, 2010 (the
"Feasibility Period"), Purchaser, and its agents, contractors,
engineers, surveyors, attorneys, and employees (collectively,
"Consultants") shall, at no cost or expense to Seller, have the
right from time to time to enter onto the Property to conduct and make any and
all customary studies, tests, examinations, inquiries, inspections and
investigations  of or concerning the Property, review the Materials and
otherwise confirm any and all matters which Purchaser may reasonably desire to
confirm with respect to the Property and Purchaser's intended use thereof
(collectively, the "Inspections").  Purchaser and its
Consultants shall continue to have the right to enter the Property after
expiration of the Feasibility Period up to the Closing Date; provided, however,
such right shall be:  (a) expressly subject to Sections 3.3 and 3.4 of this Contract; and (b) except as
otherwise expressly provided in this Contract, Purchaser shall not have the
right to terminate this Contract based on discovery of any new, additional or
supplementary information after expiration of the Feasibility Period.

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 otherwise provided in this Contract.

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 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.  Purchaser shall not be liable for any
damages incurred by Seller resulting from the mere discovery of a pre-existing
condition at or with regard to the Property, if such pre-existing condition is
not exacerbated by any act or omission of Purchaser; provided, however, if
Purchaser proceeds with acquisition of the Property after expiration of the
Feasibility Period, Purchaser shall accept the Property subject to such
pre-existing condition and any liabilities associated therewith. 
Notwithstanding the foregoing, Purchaser shall not be liable to Seller in any
manner on account of any of Purchaser's discussions with the Association (or its
attorneys) regarding the Facilities Agreement or the Association Litigation (as
defined herein) unless (in the course of such discussions) Purchaser shall
willfully or maliciously seek or attempt to undermine the position of Seller in
connection with the Facilities Agreement or the Association Litigation. 

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.  If Purchaser or its Consultants shall cause
any damage to the Property during the course of its entry on or Inspections of
the Property, 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 3 Business Days after the Effective Date, and to the extent the
same have not already been provided by Seller to Purchaser, Seller agrees to
use reasonable efforts to deliver to Purchaser, or at Seller's option make
available at the Property, copies of such documents and information concerning
the Property that are in Seller's possession or reasonable control, other than
such documents and information that Seller deems to be confidential or
proprietary (collectively, the "Materials").  To the extent
copies of the Leases are available and in Seller's reasonable possession and
control, Seller agrees to make such copies of the Leases available to Purchaser
at the Property.  

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 either returned or certified to
Seller as destroyed by Purchaser if this Contract is terminated for any
reason.

3.5.3       
Not later than 3 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 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 3 Business Days after the Effective Date, and to the
extent the same has not already been provided by Seller to Purchaser, Seller
shall deliver to Purchaser (or otherwise make available to Purchaser as provided
under Section 3.5.1) a list
of all current Property Contracts (the "Property Contracts
List").  Seller makes no representations or warranties regarding
the Property Contracts List other than the express representations set forth in
Section 6.1.6.  

3.6             
Property Contracts.  On or before the expiration of
the Feasibility Period, Purchaser may deliver written notice to Seller (the
"Property Contracts Notice") specifying any Property Contracts
which Purchaser desires to terminate at the Closing (the "Terminated
Contracts"); provided that (a) the effective date of such termination on
or after Closing shall be subject to the express terms of such Terminated
Contracts, (b) if any such Property Contract cannot by its terms be terminated
at Closing, it shall be assumed by Purchaser and not be a Terminated Contract,
and (c) to the extent that any such Terminated Contract requires payment of a
penalty, premium, or damages, including liquidated damages, for cancellation,
Seller shall be solely responsible for the payment of any such cancellation
fees, penalties, or damages, including liquidated damages.  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.  If such Required Assignment Consent cannot be obtained, then
the applicable Property Contract shall be treated as a Terminated Contract,
subject to the first sentence of this Section 3.6, and Seller shall send a Vendor
Termination on or before Closing.  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.

3.7             
Jointly Owned Facilities.  Certain portions of the
Property ("Jointly Owned Facilities") are jointly owned with East
Townhouses Association, a Michigan nonprofit Corporation
("Association") and such Jointly Owned Facilities are governed
pursuant to the terms of an agreement recorded against the Property
("Facilities Agreement").  Purchaser shall have the right to:
(i) contact the Association to discuss matters relating to the Facilities
Agreement, (ii) discuss the Association Litigation (as defined herein) with
Seller's attorneys (both inside and outside counsel), and (iii) contact the
Association's attorney involved in the Association Litigation after providing
Seller with reasonable advance notice prior to any contact with the
Association's attorney and scheduling such contact and meetings to permit Seller
to have a representative present during all such
conversations and meetings with the Association's attorney; provided, however,
in the case of (i), (ii) and (iii) Seller shall have the right, but not the
obligation, to designate a representative to participate in such discussions and
any such discussions shall be subject to Section 13.13 of this Contract.  Purchaser
shall not be obligated to pay for any attorneys' fees or costs imposed by
Seller's attorneys (inside or outside counsel) in connection with (i), (ii) or
(iii) above regardless of Purchaser's obligation to pay for its own diligence
expenses in connection with this Contract.  In no event shall Seller be
obligated to pay for any attorneys' fees or costs imposed by the Association's
attorneys in connection with (i), (ii) or (iii) above.  On the Closing
Date, all of Seller's appointed representatives, if any, to the Management
Committee, if any, as defined in the Facilities Agreement, shall resign from the
Management Committee, such resignation to be effective on the Closing
Date.  If Selected Lender requires Purchaser to obtain an estoppel
certificate from the Association prior to Closing, Seller shall use good faith
efforts to reasonably cooperate and assist Purchaser with regard to Purchaser's
obtaining such estoppel.  

3.8             
Inventory of Fixtures and Tangible Personal Property. 
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.  On or before the expiration of the
Feasibility Period, Purchaser shall be responsible for (a) reviewing the
inventory of Fixtures and Tangible Personal Property, (b) inspecting the
Property for accuracy of such inventory, and (c) inspecting the Tenant units at
the Property to determine the Fixtures and Tangible Personal Property located
therein.

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 2006 ALTA policy jacket, in an
amount equal to the Purchase Price (the "Title Policy"), together
with copies of all instruments identified as exceptions therein (together with
the Title Commitment, referred to herein as the "Title
Documents").  Seller shall be responsible only for payment of the
base premium for the Title Policy.  Purchaser shall be solely responsible
for payment of all other costs relating to procurement of the Title Commitment,
the Title Policy, and any requested endorsements.

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

4.3             
Objection and Response Process.  On or before the date
which is 20 days after the Effective Date (the "Objection
Deadline"), Purchaser shall give written notice (the "Objection Notice") to the attorneys for Seller
of any matter set forth in the Title Documents and the Survey to which Purchaser
objects (the "Objections").  If Purchaser fails to tender an
Objection Notice on or before the Objection Deadline, Purchaser shall be deemed
to have approved and irrevocably waived any objections to any matters covered by
the Title Documents and the Survey.  On or before 25 days after the
Effective Date (the "Response Deadline"), Seller may, in Seller's
sole discretion, give Purchaser notice (the "Response Notice") of
those Objections which Seller is willing to cure, prior to Closing, if
any.  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.  If Seller elects to cure any Objection in its Response
Notice pursuant to this Section 4.3,
but is unable to do so prior to Closing, Seller shall not be in default under
this Contract and Purchaser may, as its exclusive remedy, terminate this
Contract by giving written notice thereof to Seller.

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 secures any sum of money borrowed by
Seller (collectively, the "Deed of Trust") shall not be deemed
Permitted Exceptions, whether Purchaser gives further written notice of such or
not, and shall be paid off, satisfied, discharged and/or cured from proceeds of
the Purchase Price at Closing.

4.6             
Subsequently Disclosed Exceptions.  If at any time
after the expiration of the Feasibility Period, any update to the Title
Commitment or Existing Survey discloses any additional
item that materially adversely affects title to the Property which was not
disclosed on any version of or update to the Title Commitment delivered to
Purchaser during the Feasibility Period (the "New Exception"),
Purchaser shall have a period of 5 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; provided, however, that Seller shall be obligated to cure
 monetary liens of a specific and ascertainable amount if such monetary
liens are caused by Seller, by causing the Title Insurer to either, in Seller's
sole discretion, delete or insure over such monetary liens in the Title
Policy.  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 and, in such event, Seller
shall be responsible for the incremental expense charged by the Selected Lender,
if any, incurred by Purchaser to extend to the Closing Date any expiring
interest rate lock in connection with Purchaser's financing of the acquisition
of the Property.  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 the
earlier of (i) 6 days after the expiration of the New Exception Review Period,
or (ii) the Closing Date, Purchaser shall be deemed to have elected to approve
and irrevocably waive any objections to the New Exception.

4.7             
SEC Clearance Period.  

4.7.1       
Purchaser acknowledges that prior to consummating the transaction
contemplated in this Contract, Seller must satisfy certain requirements imposed
by the Securities and Exchange Commission ("SEC") relating to
obtaining approval of the transaction under applicable partnership
documents.  The requirements imposed by the SEC and the related approval of
the transaction under applicable partnership documents shall be referred to
collectively herein as the "SEC/Partnership Approvals". 
Prior to expiration of the Feasibility Period, Purchaser shall obtain a loan
commitment from the Selected Lender (defined below) for financing Purchaser's
acquisition of the Property on terms and conditions satisfactory to Purchaser,
in Purchaser's sole and absolute discretion ("Loan Commitment")
and agrees to notify Seller in writing upon receipt of such Loan Commitment and
to provide Seller with a redacted copy of such Loan Commitment upon receipt from
Lender.  

4.7.2       
Seller agrees to notify Purchaser in writing upon satisfaction of its SEC
requirements relating to this transaction.  The "SEC Clearance
Period" shall mean the period of time commencing upon expiration of the
Feasibility Period and ending on the date upon which Seller has delivered notice
to Purchaser under the proceeding sentence.  Seller shall notify Purchaser
within 2 Business Days of its initial submission to the SEC of documents related
to obtaining the SEC/Partnership Approvals.    

4.7.3       
The term "SEC Period 1" shall mean that period of time
beginning on the first day after the date on which the Feasibility Period
expires and ending upon the earlier to occur of: (i) the date which is 30 days
after expiration of the Feasibility Period, or (ii) the date on which the SEC
Clearance Period expires.  If during SEC Period 1 and provided Purchaser
complies with all of its obligations under this Contract (including, without
limitation, this Section 4.7), the Selected Lender requires a Material
Modification (defined below) to the Loan Commitment, which Purchaser shall
evidence by providing to Seller a copy of the original, executed Loan Commitment
and the revised Loan Commitment or other written evidence from the Selected
Lender of its modified requirements to the original Loan Commitment, Purchaser
shall have the right to terminate this Contract by delivering written notice to
Seller in strict accordance with Section 13.6 at any time but no later than the
date which is 2 Business Days after the expiration of SEC Period 1 ("SEC
Termination Notice"), in which event this Contract shall be of no
further force and effect, subject to and except for the Survival Provisions, and
Purchaser shall be entitled to a return of the Deposit.  If Purchaser fails
to provide Seller with the SEC Termination Notice on or prior to the date which
is 2 Business Days after expiration of SEC Period 1, in strict accordance with
Section 13.6, Purchaser's right to
terminate with respect to SEC Period 1 under this Section 4.7.3 shall be permanently waived, this
Contract shall remain in full force and effect, and the Deposit shall be
nonrefundable, except as otherwise expressly set forth herein.  

4.7.4       
The term "SEC Period 2" shall mean that period of time
beginning 31 days after expiration of the Feasibility Period and ending upon
expiration of the SEC Clearance Period.  If during SEC Period 2, and
provided Purchaser complies with all of its obligations under this Contract
(including, without limitation, this Section 4.7), the Selected Lender requires a Material
Modification (defined below) to the Loan Commitment, which Purchaser shall
evidence by providing to Seller a copy of the original, executed Loan Commitment
and the revised Loan Commitment or other written evidence from the Selected
Lender of its modified requirements to the original Loan Commitment, Purchaser
shall have the right to terminate this Contract by delivering written notice to
Seller at any time but no later than the date which is 2 Business Days after the
expiration of the SEC Clearance Period, in which event this Contract shall be of
no further force and effect, subject to and except for the Survival Provisions.
If Purchaser terminates the Contract with respect to SEC Period 2 under this
Section 4.7.4, Purchaser shall be
entitled to recover, in addition to the return of its Deposit, its direct and
actual out-of-pocket expenses and costs which must be documented by paid
invoices to third parties in connection with this transaction, which damages
shall not exceed $50,000.00 in the aggregate. At Seller's request Purchaser
agrees that it shall promptly deliver to Seller a quitclaim 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 preceding
sentence.  If Purchaser fails to provide Seller with the SEC Termination
Notice on or prior to the date which is 2 Business Days after expiration of the
SEC Clearance Period, in strict accordance with Section 13.6, Purchaser's right to terminate with
respect to SEC Period 2 under this Section 4.7.4 shall be permanently waived, this
Contract shall remain in full force and effect, and the Deposit shall be
nonrefundable, except as otherwise expressly set forth herein.  

4.7.5       
The term "Material Modification" shall mean a material
adverse change (not caused by any action of the Purchaser) to the terms of the
Loan Commitment, as the same are previously agreed to by Purchaser and Selected
Lender prior to expiration of the Feasibility Period.  Without limiting the
foregoing, it is agreed that any of the following shall constitute a Material
Modification for purposes of this Section 4.7: (a) any increase in the interest rate
of the loan, (b) any modification to the term of the loan, (c) any reduction in
the proceeds available to Purchaser under the loan or (d) any modification to
the recourse provisions with respect to Purchaser (or any guarantor) under the
loan terms.      

4.7.6       
Notwithstanding anything herein to the contrary and provided the SEC
Clearance Period has not expired, Seller shall have the right to terminate this
Contract by delivering written notice to Purchaser at any time prior to the date
which is the later of (a) 30 days after expiration of the Feasibility Period, or
(b) 30 days after Seller's receipt of initial comments from the SEC to the
information statement, in which event this Contract shall be of no further force
and effect, subject to and except for the Survival Provisions, and Escrow Agent
shall forthwith return the Deposit to Purchaser.  The parties agree that
Seller's right to terminate this Contract pursuant to the immediately preceding
sentence shall only be exercised by Seller, in Seller's sole and absolute
discretion, for reasons relating to the SEC/Partnership Approvals.  If
Seller terminates the Contract pursuant to this Section 4.7.6, Purchaser shall be entitled to
recover, in addition to the return of its Deposit, its direct and actual
out-of-pocket expenses and costs which must be documented by paid invoices to
third parties in connection with this transaction, which damages shall not
exceed $50,000.00 in the aggregate.  At Seller's request, Purchaser agrees
that it shall promptly deliver to Seller a quitclaim 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 preceding
sentence.  

4.8             
Purchaser Financing.  Purchaser assumes full
responsibility to obtain the funds required for settlement, and Purchaser's
acquisition of such funds shall not be a contingency to the
Closing.  Prior to expiration of the Feasibility Period, Purchaser shall
select either Federal National Mortgage Association or Federal Home Loan
Mortgage Corporation as its Lender (either, upon designation by Purchaser, the
"Selected Lender").  Notwithstanding the foregoing, if the
Selected Lender (a) becomes the subject of any bankruptcy proceeding,
receivership or similar court-mandated liquidation proceeding which prevents the
Selected Lender from providing financing to any multi-family real estate
projects in the State of Michigan (including, without limitation, to Purchaser);
(b) is prohibited by a court of competent jurisdiction, injunction or similar
action by the Federal Government of the United States (or agency thereof with
relevant jurisdiction over Selected Lender) from providing financing to all
multi‐family projects in the State of Michigan; or (c) adopts a rule, standard
or program whereby Selected Lender elects not to make loans within the State of
Michigan generally or the geographic area within the State of Michigan where the
Property is located, then, provided that Purchaser is not in default under the
terms of this Contract, Purchaser shall be permitted one 60-day extension of the
Closing Date specified in Section 5.1 by:  (i) delivering written notice to
Seller upon the earlier to occur of:  (x) 10 days prior to the scheduled
Closing Date, or (y) within three (3) Business Days of receipt of such
information regarding the Selected Lender; and (ii) simultaneously with such notice to Seller, delivering to
Escrow Agent the amount of $50,000.00, which amount when received by Escrow
Agent shall be added to the Deposit hereunder, and shall be held, credited and
disbursed in the same manner as provided hereunder with respect to the
Deposit.

Article
V
CLOSING

5.1             
Closing Date.  The Closing shall occur upon the
date which is the later of (a) 25 days after expiration of the SEC Clearance
Period, or (b) 25 days after expiration of the Feasibility 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

5.2.13    Copies of
notification letters to all vendors under Property Contracts assigned to
Purchaser, informing such vendors of the assignment and assumption of Property
Contracts by Purchaser; provided, however, Seller shall have no obligation or
liability with respect to the verification or accuracy of any vendor address or
guaranteeing the delivery of such notification letter to any vendor.

5.2.14    Copies of
resignations of Seller appointed representatives from the Management Committee,
if any, effective as of the Closing Date.

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

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

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

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

5.3.4       
A countersigned counterpart of the General Assignment.

5.3.5       
A countersigned counterpart of the Leases Assignment.

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

5.3.7       
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       
Such notices, transfer disclosures, affidavits or other similar documents
that are required by applicable law to be executed by Purchaser or otherwise
reasonably necessary in order to consummate the transactions contemplated under
this Contract.

5.3.9       
A Real Property Transfer Affidavit (Michigan Form L-4260) (Rev. 1-09) in
the form attached hereto as Exhibit I.

5.4             
Closing Prorations and Adjustments.

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

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

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

5.4.4       
Real Property and Personal Property Taxes.  Any ad valorem or
similar taxes for the Property, including real and personal property
taxes, will be allocated as follows:

5.4.4.1           
Tax Bills Subject to Proration.  The only taxes subject to
proration are those billed within 12 months before the Closing Date.  Taxes
billed more than 12 months before the Closing Date are Seller's responsibility
and not subject to proration.  Taxes billed on or
after Closing Date are Purchaser's responsibility and not subject to
proration.  Taxes are deemed billed as of the date the tax bill is mailed
by the applicable local governmental unit, which the parties acknowledge is
normally on or about July 1 and December 1 in Michigan.

5.4.4.2           
Proration Method.  Tax bills subject to proration will be
deemed paid in advance for the 1-year period beginning on the date those taxes
are billed.  Seller is responsible for that portion of a prorated tax bill
allocable to the period from the date of the tax bill through the day before the
Closing Date.  The Purchaser is responsible for the balance of each
prorated tax bill.

5.4.4.3           
Example.  Assume a Closing Date of October 1, 2010. 
Proration applies only to tax bills mailed within the previous 12 months, which
would include only the December 1, 2009 tax bill and the July 1, 2010 tax
bill.  Assuming Seller paid both of these tax bills before closing, the
Purchaser must reimburse the Seller for two-twelfths of the December 1, 2009
bill, corresponding to the period from October 1, 2010 to December 1,
2010.  The Purchaser must reimburse the Seller for nine-twelfths of the
July 1, 2010 tax bill, corresponding to the period of time from October 1, 2010
to July 1, 2011.  The Purchaser is responsible for the December 1, 2010 tax
bill without proration.

5.4.5       
Property Contracts.  Purchaser shall assume at Closing the
obligations under the Property Contracts assumed by Purchaser; however,
operating expenses and income 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 2.  Notwithstanding the foregoing, no
prorations shall be made in relation to either (a) non-delinquent rents which
have not been collected as of the Closing Date, or (b) delinquent rents
existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to
herein as the "Uncollected Rents").  In adjusting for
Uncollected Rents, no adjustments shall be made in Seller's favor for rents
which have accrued and are unpaid as of the Closing, but Purchaser shall pay
Seller such accrued Uncollected Rents as and when collected by Purchaser. 
For a period of 180 days following Closing, Purchaser agrees to bill Tenants of
the Property for all Uncollected Rents and to take reasonable actions (which
shall not include an obligation to commence legal action) to collect Uncollected
Rents.  Notwithstanding the foregoing, Purchaser's obligation to collect
Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days
past due, and Purchaser's collection of rents shall be applied, first, towards
rent due and owing under the Leases after Closing, second, to Purchaser's
reasonable third-party costs of such collection, and third, to Uncollected
Rents.  After the Closing, Seller shall continue
to have the right, but not the obligation, in its own name, to demand payment of
and to collect Uncollected Rents owed to Seller by any Tenant, which right shall
include, without limitation, the right to continue or commence legal actions or
proceedings against any Tenant and the delivery of the Leases Assignment shall
not constitute a waiver by Seller of such right; provided however, that the
foregoing right of Seller shall be limited to actions seeking monetary damages
and, in no event, shall Seller seek to terminate any Leases after Closing or
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           
Subject to the provisions set forth in Section 7.1, 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.  Subject to Section 11.5, 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.  Seller shall pay any transfer, gross receipts
or similar taxes.  Purchaser shall pay the cost of recording the Deed and
any mortgage, any premiums or fees required to be paid by Purchaser with respect
to the Title Policy pursuant to Section 4.1, and one-half of the customary closing
costs of the Escrow Agent.  Seller shall pay the base premium for the Title
Policy to the extent required by Section 4.1, the cost of recording any instruments
required to discharge any liens or encumbrances against the Property not caused
by Purchaser's actions, and one-half of the customary closing costs of the
Escrow Agent. 

5.4.10    Facilities
Agreement.  At Closing, Purchaser shall assume the obligations of
Seller set forth in the Facilities Agreement; provided, however, operating
expenses and income thereunder shall be prorated as of the Closing Date as set
forth in Section 5.4.1 and
Section 5.4.2.   

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 three
(3) years after the Closing (the "Records Hold Period"), to (a)
provide and allow Seller reasonable access to Seller's Property-Related Files
and Records for purposes of inspection and copying thereof, and (b) reasonably
maintain and preserve Seller's Property-Related Files and Records.

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

Article
VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

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

6.1.1       
Seller is validly existing and in good standing under the laws of the
state of its formation set forth in the initial paragraph of this Contract; and,
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.  Subject to Section 8.2.5, 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, other than East Townhouses Association v.
ORP One L.L.C., Wayne County Circuit Court, State of Michigan, Case No.
09-007419-CH (the "Association Litigation");

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

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. 

6.1.7       
Seller is not a Prohibited Person.

6.1.8       
To Seller's knowledge, except for third party persons who hold direct or
indirect ownership interests in Seller, none of Seller's affiliates or parent
entities is a Prohibited Person.

6.1.9       
To Seller's knowledge, except for third party persons who hold direct or
indirect ownership interests in Seller, the Property is not the property of or
beneficially owned by a Prohibited Person.

6.1.10    To Seller's
knowledge, except for third party persons who hold direct or indirect ownership
interests in Seller, the Property is not the proceeds of specified unlawful
activity as defined by 18 U.S.C. § 1956(c)(7).  

6.1.11    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, 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.  

6.1.12    To Seller's
knowledge:  (A) no management agents or other personnel employed in
connection with the operation of the Property have the right to continue such
employment after the Closing Date; (b) there are no
collective bargaining agreements existing with respect to the Property; and (c)
there are no claims for brokerage commissions or fees with respect to the Leases
which will survive Closing or remain unpaid after the Closing Date for which
Purchaser will be responsible.

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

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

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

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

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

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

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

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

6.3             
Survival of Seller's Representations.  Seller and
Purchaser agree that Seller's Representations shall survive Closing for a period
of 6 months (the "Survival Period").  Seller shall have no
liability after the Survival Period with respect to Seller's Representations
contained herein except to the extent that Purchaser commenced litigation
against Seller during the Survival Period for breach of any of Seller's
Representations.  Under no circumstances shall Seller be liable to
Purchaser for more than $400,000.00 in any individual instance or in the
aggregate for all breaches of Seller's Representations, nor shall Purchaser be
entitled to bring any claim for a breach of Seller's Representations unless the
claim for damages (either in the aggregate or as to any individual claim) by
Purchaser exceeds $5,000.00.  In the event that Seller breaches any
representation contained in Section 6.1 and Purchaser had knowledge of such breach
prior to the Closing Date, and elected to close regardless, Purchaser shall be
deemed to have waived any right of recovery, and Seller shall not have any
liability in connection therewith.

6.4             
Definition of Seller's Knowledge.  Any
representations and warranties made "to the knowledge of Seller" shall not be
deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller's "knowledge" shall mean and refer only to actual
knowledge of the Regional Property Manager and the Community Manager and shall
not be construed to refer to the knowledge of any other partner, officer,
director, agent, employee or representative of Seller, or any affiliate of
Seller, or to impose upon such Regional Property Manager and Community Manager
any duty to investigate the matter to which such actual knowledge or the absence
thereof pertains, or to impose upon such Regional Property Manager and Community
Manager any individual personal liability.  As used herein, the term
"Regional Property Manager" shall refer to Susan Granado who is
the regional property manager handling this Property and the term
"Community Manager" shall refer to Matt Previch 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.  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.  After expiration of the
Feasibility Period, Seller shall not apply to the payment of rent any Tenant
Deposits held by Seller with respect to any of the Leases.  

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.  From the Effective Date until expiration of
the Feasibility Period, Seller may voluntarily create or cause any utility
easements and temporary construction easements to attach to the Property in the
ordinary course of business after providing Purchaser with notice. From and
after the expiration of the Feasibility Period, Seller covenants that it will
not voluntarily create or cause any lien or encumbrance to attach to the
Property (other than Leases and Property Contracts as provided in Section
7.1) unless Purchaser approves such
lien or encumbrance, which approval shall not be unreasonably withheld,
conditioned or delayed.  If Purchaser approves any such subsequent lien or
encumbrance, the same shall be deemed a Permitted Exception for all purposes
hereunder.

7.4             
Tax Appeals.  If any tax reduction proceedings, tax
protest proceedings or tax assessment appeals for the Property, relating to any
calendar years through and including the calendar year of Closing are pending at
the time of Closing, Seller reserves and shall have the right to continue to
prosecute and/or settle the same without the consent of Purchaser.  Seller
hereby reserves and shall have the exclusive right, at any time after the
Closing Date, to institute a tax reduction proceeding, tax protest proceeding or
tax assessment appeal for the Property with respect to real estate taxes
attributable to calendar years 2007, 2008, 2009, 2010 and any subsequent year
through the year in which Closing occurs, and Seller shall have the right to
prosecute and/or settle the same without the consent
of Purchaser.  Purchaser agrees that it shall not independently institute
any tax reduction proceedings, tax protest proceedings, or tax assessment
appeals for the Property with respect to the 2007, 2008, 2009, 2010 or any
subsequent year through the year in which Closing occurs.  Purchaser agrees
that it (a) shall provide Seller with written notice and a copy of any and all
correspondence related to any tax reduction proceedings, tax protest
proceedings, or tax assessment appeals for the Property initiated by any taxing
entity with respect to the 2007, 2008, 2009, 2010 or any subsequent year through
the year in which Closing occurs tax years within 5 days of receipt of the same,
and (b) shall permit Seller to defend and control the defense of Seller against
such taxing entity during any such proceeding or appeal.  Purchaser shall
cooperate with Seller in connection with the prosecution and/or settlement of
any such tax reduction proceedings, tax protest proceedings or tax assessment
appeals, whether initiated by Seller or any taxing entity, including executing
such documents as Seller may reasonably request in order for Seller to prosecute
and/or settle any such proceedings or appeals; provided, however, Purchaser
shall not be obligated to expend any third‐party, out‐of‐pocket expenses in
connection with such cooperation.  Any refunds or savings in the payment of
taxes resulting from any tax reduction proceedings, tax protest proceedings or
tax assessment appeals attributable to the period prior to the Closing Date
shall belong to Seller (except to the extent that Purchaser gives Seller a
proration credit therefore in which event the parties shall ratably share in the
refunds or savings) and any refunds or savings in the payment of taxes
attributable to the period from and after the Closing Date shall belong to
Purchaser.  All attorneys' fees and other expenses incurred in obtaining
such refunds or savings shall be apportioned between Seller and Purchaser in
proportion to the gross amount of such refunds or savings payable to Seller and
Purchaser in accordance with the prior sentence of this Section 7.4, respectively.  

7.5             
Rent-Ready Units.  Seller agrees that, at Closing,
Purchaser shall receive a credit against the Purchase Price for the Property in
an amount equal to the product of (a) the number of Tenant Units on the date
which is 7 days prior to the Closing Date which are vacant and not in Rent-Ready
Condition, and (b) $400.00.

7.6             
Notices.  Seller shall provide Purchaser with copies
of written notices received by Seller, to Seller's knowledge, from the Effective
Date until the Closing Date which assert any material breach of agreements,
laws, codes, covenants or permits applicable to the Property or any
Leases.

7.7             
Association Litigation.  Seller agrees to provide
Purchaser promptly upon receipt copies of any and all pleadings, letters,
notices, demands or other documents filed by Seller or received by Seller in
connection with the Association Litigation.  After the Feasibility Period
expires: (i) Seller shall not settle or compromise the Association Litigation
unless Purchaser has first approved the terms of any such settlement or
compromise, such approval by Purchaser shall not be unreasonably withheld,
conditioned or delayed  and (ii) Seller shall obtain the prior input
 of Purchaser as to any pleading, notice, or demand to be served or filed
by Seller in connection with the Association Litigation.  

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; and

8.1.4       
Neither Seller nor Seller's managing member shall be a debtor in any
bankruptcy proceeding.

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

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

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

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

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

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

8.2.5       
Seller shall have received all SEC/Partnership Approvals; and

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.

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.  If Seller
terminates this Contract for failure of the condition set forth in Section 8.2.5, Purchaser shall be entitled to a
return of its Deposit and to recover its direct and actual out-of-pocket
expenses and costs which must be documented by paid invoices to third parties in
connection with this transaction, including any costs incurred by Purchaser to
obtain or maintain its Loan Commitment and/or any interest rate lock with
Selected Lender after expiration of the SEC Clearance Period; provided, however,
in no event shall such damages exceed $300,000.00 in the aggregate.  If
Seller terminates the Contract for failure of any condition set forth in this
Section 8.2 (other than Section 8.2.5) the preceding sentence shall not
apply.  Purchaser further agrees that at Seller's request it shall promptly
deliver to Seller a quitclaim 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 this Section.  The parties expressly acknowledge that
Seller also has a termination right under Section 4.7.6 and if Seller terminates this
Contract under Section 4.7.6,
Purchaser may recover its direct and actual out-of-pocket expenses and costs,
which damages shall not exceed $50,000 in the aggregate, and such damages must
be documented by paid invoices to third parties in connection with this
transaction in accordance with the provisions of Section 4.7.6.  

Article
IX
BROKERAGE

9.1             
Indemnity.  Seller represents and warrants to
Purchaser that it has dealt only with Moran and Company, One North Franklin,
Suite 700, Chicago, Illinois 60606 ("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 which must be documented by paid
invoices to third parties in connection with this transaction, which damages
shall not exceed $300,000.00 in the aggregate, or (b) subject to the
conditions below, seek specific performance of Seller's obligation to close on
the sale of the Property pursuant to this Contract (but not damages). 
Purchaser may seek specific performance of Seller's obligation to close on the
sale of the Property pursuant to this Contract only if, as a condition precedent
to initiating such litigation for specific performance, Purchaser shall (x) not
otherwise be in default under this Contract; and (y) file suit therefor with the
court on or before the 90th day after the Closing Date.  If Purchaser fails
to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have
elected to terminate the Contract in accordance with subsection (a) above. 
Purchaser agrees that it shall promptly deliver to Seller a quitclaim 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 $700,000.00 (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 $700,000.00 then this
transaction shall be closed in accordance with Section 11.3, notwithstanding such
casualty.  In such event, Seller may at its election endeavor to make such
Repairs to the extent of any recovery from insurance carried on the Property, if
such Repairs can be reasonably effected before the Closing.  Regardless of
Seller's election to commence such Repairs, or Seller's ability to complete such
Repairs prior to Closing, this transaction shall be closed in accordance with
Section 11.3 below.

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

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

11.5         
Lender Refusal to Fund.  Notwithstanding the
foregoing, if: (a) a Major Damage occurs after the Risk of Loss Transfer but
prior to disbursement of the Purchase Price to Seller, and (b) such occurrence
results in the Selected Lender terminating its Loan Commitment or otherwise
refusing to fund the loan referenced in the Loan Commitment, then
(notwithstanding the above) Purchaser shall be entitled to terminate this
Contract on the Closing Date, in which event the Deposit shall be returned to
Purchaser.   

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 before the earlier of (a) Closing and (b)
the date which is ten (10) days after Purchaser's receipt from Seller of notice
of the occurrence of such event, and if Purchaser so terminates this Contract,
Purchaser shall recover the Deposit hereunder.  If Purchaser fails to
terminate this Contract within such 10-day period, this transaction shall be
closed in accordance with the terms of this Contract for the full Purchase Price
and Purchaser shall receive the full benefit of any condemnation award.  It
is expressly agreed between the parties hereto that this section shall in no way
apply to customary dedications for public purposes which may be necessary for
the development of the Property.

Article XIII
MISCELLANEOUS

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

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

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

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

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

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

To
Purchaser:

 

c/o
Trilogy Real Estate Group, LLC
360 N. Michigan Avenue, Suite 1400
Chicago,
Illinois  60601
Attention:  David DiSanto and Jeffrey M.
Katz
Telephone:  312-750-0900
Facsimile: 
312-750-0909
Email:  ddisanto@trilogyreg.com and
jkatz@trilogyreg.com

And

Levenfeld
Pearlstein, LLC
2 North LaSalle Street, Suite 1300
Chicago, Illinois 
60602
Attention:  Thomas G. Jaros, Esq.
Telephone: 
312-476-7518
Facsimile:  312-346-8434
Email: 
tjaros@lplegal.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:

ORP
ONE L.L.C.

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Bezzant

Telephone: 
303-793-4774

Facsimile: 
720-493-6528

Email: 
john.bezzant@aimco.com

with copy to:

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

and
a copy to:

Moran and Company

One
North Franklin, Suite 700
Chicago, Illinois  60606
Attention: 
Peter W. Evans
Telephone:  312-407-6711
Facsimile: 312-407-6717

Email: 
pevans@moranandco.com

and
a copy to:

Brownstein
Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver,
Colorado  80202
Attention:  Catherine Gale,
Esq.
Telephone:  303-223-1100
Facsimile:
 303-223-1111
Email:  cgale@bhfs.com

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

Stewart
Title Guaranty Company

1980
Post Oak Boulevard, Suite 610

Houston,
Texas  77056

Attention: 
Wendy Howell

Telephone: 
713-625-8161

Email: 
whowell@stewart.com

 

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

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

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

13.9         
Amendments.  This Contract shall not be amended,
altered, changed, modified, supplemented or rescinded in any manner except by a
written contract executed by all of the parties; provided, however, that, (a)
the signature of the Escrow Agent shall not be required as to any amendment of
this Contract other than an amendment of Section 2.3 (it being agreed that amendments which
alter the date for performance of any obligation of the Escrow Agent under
Section 2.3 shall not be deemed an
amendment of Section 2.3 requiring
Escrow Agent's joinder therein), 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 investors, 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 fulfill the conditions set forth in
Section 8.2.5, and 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 prior to Closing, 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.  This Section 13.13 shall not apply to information
regarding this Contract or the transaction contemplated hereby to the extent
that (i) it is or becomes generally available to the public through no action by
Purchaser in violation of this Contract; (ii) it is or becomes available to
Purchaser on a non-confidential basis from a source other than Seller which
Purchaser does not know to be prohibited from disclosing such information by a
contractual, legal or fiduciary obligation of confidentiality; (iii) it was
known to Purchaser on a non‐confidential basis prior to disclosure of such
information to Purchaser under protection of this Contract or another agreement
between Purchaser and Seller; or (iv) disclosure is required by subpoena or
other applicable law or in connection with an enforcement of this Contract by a
party thereto.  After Closing and transfer of Property to Purchaser, this
Section 13.13 shall be of no
further force and effect with respect to the Materials, Deed, Bill of Sale,
General Assignment, Leases Assignment or documents delivered in accordance with
Sections 5.2.7, 5.2.9, 5.2.10, 5.2.11, 5.2.12, 5.2.13 or 5.2.14; provided, however the material
economic terms and provisions of this Contract (and not the mere existence of
it) shall remain confidential and subject to the provisions of this Section
13.13.  

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

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

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

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

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

13.19     
No Personal Liability of Officers, Trustees or
Directors.  Purchaser acknowledges that this Contract is entered
into by Seller which is a Maryland limited liability company, 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.  Other than in connection with a lis
pendens issued in connection  with an action by Purchaser for specific
performance in accordance with Section 10.2, 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,
7.4, 9.1, 11.4, and 14.2; (c) any other provisions in this
Contract, that by their express terms survive the termination of this Contract
or the Closing; and (d) any payment or indemnity obligation of Purchaser under
this Contract (the foregoing (a), (b), (c) and (d) referred to herein as the
"Survival Provisions"), none of the terms and provisions of this
Contract shall survive the termination of this Contract, and if the Contract is
not so terminated, all of the terms and provisions of this Contract (other than
the Survival Provisions, which shall survive the Closing) shall be merged into
the Closing documents and shall not survive Closing.

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

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

13.28     
Exclusive Negotiations.  From the Effective Date up to
and including the end of the Feasibility Period, Seller shall not enter into any
binding contract with any third party for the sale of the Property unless such
contract is contingent on termination of this Contract and, further, shall not
permit any due diligence on or with respect to the Property during such
period.  Upon expiration of the Feasibility Period: (a) Seller shall
terminate any contracts entered into in accordance with the preceding sentence,
and (b) Seller shall not actively market the Property for sale to any third
parties or accept, solicit or negotiate any other agreement to sell the
Property.   

Article XIV
LEAD–BASED PAINT DISCLOSURE

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

14.2         
Consent Agreement.  Testing (the
"Testing") has been performed at the Property with respect to
lead-based paint.  Law Engineering and Environmental Services, Inc.
performed the Testing and reported its findings in the Lead-Based Paint Free
Certificate dated August 16, 2001, a copy of which has been provided to
Purchaser (the "Report").  The Report certifies the Property
as lead-based paint free.  By execution hereof, Purchaser acknowledges
receipt of a copy of the Report, the Lead-Based Paint Disclosure Statement
attached hereto as Exhibit H, and acknowledges receipt of that certain
Consent Agreement (the "Consent Agreement") by and among the
United States Environmental Protection Agency (executed December 19, 2001), the
United States Department of Housing and Urban Development (executed January 2,
2002), and AIMCO (executed December 18, 2001).  Because the Property has
been certified as lead based paint free, Seller is not required under the
Consent Agreement to remediate or abate any lead-based paint condition at the
Property prior to the Closing.  Purchaser acknowledges and agrees that (1)
after Closing, Purchaser and the Property shall be subject to the Consent
Agreement and the provisions contained herein related thereto and (2) that
Purchaser shall not be deemed to be a third party beneficiary to the Consent
Agreement.  

 

[Remainder of Page Intentionally Left Blank]




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

 

Seller:

 

ORP
ONE L.L.C., 

a
Maryland limited liability company

 

By:      
ORP CORPORATION I,

           
a Maryland corporation,

           
its managing member

 

 

By: 
/s/Trent A. Johnson

Name: 
Trent A. Johnson

Title: 
Vice President

 




Purchaser:

 

TMF
I FAIRLANE, LLC,

a
Delaware limited liability company

 

By: 
/s/David DiSanto

Name: 
David DiSanto

Title: 
CFO