Village Green - Contract of Sale (PMF Enterprises)



Exhibit 10.57

PURCHASE AND SALE
CONTRACT


BETWEEN




CONCAP VILLAGE GREEN ASSOCIATES, LTD.,
a Texas
limited partnership


AS
SELLER





AND





PMF ENTERPRISES CF INC.,
a Florida corporation



AS PURCHASER





VILLAGE
GREEN APARTMENTS
112 ESSEX AVENUE
ALTAMONTE SPRINGS, FLORIDA
32701

 




Table of Contents

Page

	
 
	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
 
	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
2

	
 
	
2.1
	
Purchase
and Sale
	
2

	
 
	
2.2
	
Purchase
Price and Deposit
	
2

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
3

	
 
	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
5

	
 
	
3.1
	
Feasibility
Period
	
5

	
 
	
3.2
	
Expiration
of Feasibility Period
	
5

	
 
	
3.3
	
Conduct
of Investigation
	
6

	
 
	
3.4
	
Purchaser
Indemnification
	
6

	
 
	
3.5
	
Property
Materials
	
8

	
 
	
3.6
	
Property
Contracts
	
10

	
 
	
ARTICLE
IV
	
TITLE
	
11

	
 
	
4.1
	
Title
Documents
	
11

	
 
	
4.2
	
Survey
	
11

	
 
	
4.3
	
Objection
and Response Process
	
12

	
 
	
4.4
	
Permitted
Exceptions
	
12

	
 
	
4.5
	
Assumed
Encumbrances
	
13

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
18

	
 
	
4.7
	
Purchaser
Financing
	
18

	
 
	
ARTICLE
V
	
CLOSING
	
19

	
 
	
5.1
	
Closing
Date
	
19

	
 
	
5.2
	
Seller
Closing Deliveries
	
19

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
21

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
22

	
 
	
5.5
	
Post
Closing Adjustments
	
28

	
 
	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
 
	
PURCHASER
	
28

	
 
	
6.1
	
Seller’s
Representations
	
28

	
 
	
6.2
	
AS-IS
	
30

	
 
	
6.3
	
Survival
of Seller’s Representations
	
32

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
32

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
33

	
 
	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
34

	
 
	
7.1
	
Leases
and Property Contracts
	
34

	
 
	
7.2
	
General
Operation of Property
	
35

	
 
	
7.3
	
Liens
	
35

	
 
	
7.4
	
Tax
Appeals
	
36

	
 
	
7.5
	
Insurance
	
36

	
 
	
7.6
	
Rent-Ready
Condition
	
37

	
 
	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
37

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
37

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
38

	
 
	
ARTICLE
IX
	
BROKERAGE
	
39

	
 
	
9.1
	
Indemnity
	
39

	
 
	
9.2
	
Broker
Commission
	
40

	
 
	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
40

	
 
	
10.1
	
Purchaser
Default
	
40

	
 
	
10.2
	
Seller
Default
	
41

	
 
	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
43

	
 
	
11.1
	
Major
Damage
	
43

	
 
	
11.2
	
Minor
Damage
	
43

	
 
	
11.3
	
Closing
	
44

	
 
	
11.4
	
Repairs
	
44

	
 
	
ARTICLE
XII
	
EMINENT
DOMAIN
	
44

	
 
	
12.1
	
Eminent
Domain
	
44

	
 
	
ARTICLE
XIII
	
MISCELLANEOUS
	
45

	
 
	
13.1
	
Binding
Effect of Contract
	
45

	
 
	
13.2
	
Exhibits
and Schedules
	
45

	
 
	
13.3
	
Assignability
	
45

	
 
	
13.4
	
Captions
	
46

	
 
	
13.5
	
Number
and Gender of Words
	
46

	
 
	
13.6
	
Notices
	
46

	
 
	
13.7
	
Governing
Law and Venue
	
49

	
 
	
13.8
	
Entire
Agreement
	
50

	
 
	
13.9
	
Amendments
	
50

	
 
	
13.10
	
Severability
	
50

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
50

	
 
	
13.12
	
Construction
	
50

	
 
	
13.13
	
Confidentiality
	
51

	
 
	
13.14
	
Time
of the Essence
	
51

	
 
	
13.15
	
Waiver
	
52

	
 
	
13.16
	
Attorneys’
Fees
	
52

	
 
	
13.17
	
Time
Zone/Time Periods
	
52

	
 
	
13.18
	
1031
Exchange
	
52

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
53

	
 
	
13.20
	
Intentionally
Omitted
	
53

	
 
	
13.21
	
ADA
Disclosure
	
53

	
 
	
13.22
	
No
Recording
	
54

	
 
	
13.23
	
Relationship
of Parties
	
54

	
 
	
13.24
	
Dispute
Resolution
	
54

	
 
	
13.25
	
AIMCO
Marks
	
55

	
 
	
13.26
	
Non-Solicitation
of Employees
	
56

	
 
	
13.27
	
Survival
	
56

	
 
	
13.28
	
Multiple
Purchasers
	
56

	
 
	
13.29
	
Radon
Gas
	
56

	
 
	
13.30
	
Energy
Efficiency
	
57

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
57

	
 
	
14.1
	
Disclosure
	
57

	
 
	
14.2
	
Consent
Agreement
	
57

								


 

 




PURCHASE AND SALE
CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 20th day of March, 2009 (the "Effective
Date"), by and between CONCAP VILLAGE GREEN ASSOCIATES, LTD., a
Texas limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and PMF
ENTERPRISES CF INC., a Florida corporation, having a principal address at
134 Starboard Lane, Unit 804, Merritt Island, Florida 32953
("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 Seminole County, Florida,
as more particularly described in Exhibit A attached hereto and made a
part hereof, and the improvements thereon, commonly known as Village Green
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 Seven Million Six Hundred Thousand  Dollars
($7,600,000.00), payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser
shall deliver to First American Title Insurance Company of New York, 633 Third
Avenue, New York, New York 10017, Attention: Linda J. Isaacson, Telephone: (212)
850-0664; Fax: (212) 331-1467 ("Escrow Agent" or "Title
Insurer") an initial deposit (the "Initial Deposit") of
Seventy-Six Thousand  Dollars ($76,000.00) by wire transfer of immediately
available funds ("Good Funds"). 

2.2.2       
On or before the day that the Feasibility Period expires,
Purchaser shall deliver to Escrow Agent an additional deposit (the
“Additional Deposit”) of Seventy-Six Thousand  Dollars
($76,000.00) by wire transfer of Good Funds.

2.2.3       
At the Closing, subject to the occurrence of the Loan Assumption
and Release, Purchaser shall receive a credit against the Purchase Price in the
amount of the outstanding principal balance of the Note, together with all
accrued but unpaid interest (if any) thereon, as of the Closing Date (the
“Loan Balance”).

2.2.4       
The balance of the Purchase Price for the Property shall be paid
to and received by Escrow Agent by wire transfer of Good Funds no later than
10:00 a.m. on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.

2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the
Deposit to the party entitled thereto under the terms of this Contract. 
Escrow Agent shall invest the Deposit in such short-term, high-grade securities,
interest-bearing bank accounts, money market funds or accounts, bank
certificates of deposit or bank repurchase contracts as Escrow Agent, in its
discretion, deems suitable, 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 the Deposit until the earlier occurrence
of (i) the Closing Date, at which time the Deposit shall be applied against the
Purchase Price, or released to Seller pursuant to Section 10.1, or (ii) the date on which
Escrow Agent shall be authorized to disburse the Deposit as set forth in
Section 2.3.3. 
The tax identification numbers of the parties shall be furnished to Escrow Agent
upon request.

2.3.3       
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.  Notwithstanding anything to the contrary contained in this
Contract or elsewhere, if Purchaser timely notifies Seller and Escrow Agent that
it has terminated this Contract pursuant to Section 3.2 hereof, then the Escrow
Agent shall immediately refund the Deposit to Purchaser. 

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 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 and Purchaser’s closing instruction letter delivered at
Closing and the provisions of this Section 2.3 and Section 13.7 of this
Contract.

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 April 20, 2009 (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”).
During the Feasibility Period, Seller shall reasonably cooperate with Purchaser
in allowing Purchaser to gain access to the apartment units located at the
Property in connection with Purchaser’s Inspections; provided, that (i)
Purchaser shall give reasonable advance notice to Seller prior to gaining such
access, (ii) such Inspections shall be at reasonable times and subject to the
rights of Tenants under the Leases and (iii) Seller shall not be obligated to
commence any legal action against Tenants in order for Purchaser to gain such
access.

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 provided in Sections 4.5.9, 4.6, 8.1, 10.2,
11.1 and 12.1 of this Contract), and Purchaser's obligation
to purchase the Property shall be conditional only as provided in Section
8.1.  

3.3             
Conduct of Investigation.

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

3.4             
Purchaser Indemnification.

3.4.1       
Purchaser shall indemnify, hold harmless and, if requested by
Seller (in Seller's sole discretion), defend (with counsel approved by Seller)
Seller, together with Seller's affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders, counsel, representatives, agents, Property
Manager, Regional Property Manager, and AIMCO (collectively, including Seller,
"Seller's Indemnified Parties"), from and against any and all
damages, mechanics' liens, materialmen's liens, liabilities, penalties,
interest, losses, demands, actions, causes of action, claims, costs and expenses
(including reasonable attorneys' fees, including the cost of in-house counsel
and appeals) (collectively, "Losses") arising from or related to
Purchaser's or its Consultants' entry onto the Property, and any Inspections or
other acts by Purchaser or Purchaser’s Consultants with respect to the Property
during the Feasibility Period or otherwise.  Notwithstanding the
foregoing, Purchaser shall have no liability to Seller for any reduction in the
value of the Property that results from the mere discovery (as opposed to the
exacerbation) of existing matters or circumstances through Purchaser’s studies
and tests.

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 may be withheld in
Seller's sole discretion.  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 use reasonable
efforts to minimize disruption to Tenants in connection with Purchaser's or its
Consultants' activities pursuant to this Section.  No consent by Seller to
any such activity shall be deemed to constitute a waiver by Seller or assumption
of liability or risk by Seller.  Purchaser hereby agrees to restore, at
Purchaser's sole cost and expense, the Property to the same condition existing
immediately prior to Purchaser's exercise of its rights pursuant to this
ARTICLE III. 
Purchaser shall maintain and cause its third party consultants to maintain (a)
casualty insurance and commercial general liability insurance with coverages of
not less than $1,000,000.00 for injury or death to any one person and
$3,000,000.00 for injury or death to more than one person and $1,000,000.00 with
respect to property damage, and (b) worker's compensation insurance for all of
their respective employees in accordance with the law
of the state in which the Property is located.  Purchaser shall deliver
proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the form of a
certificate of insurance) prior to the earlier to occur of (i) Purchaser's or
Purchaser's Consultants' entry onto the Property, or (ii) the expiration of 5
days after the Effective Date.  

3.5             
Property Materials.

3.5.1       
Within 5 Business Days after the Effective Date, and to the extent
the same exist and are in Seller's possession or reasonable control (subject to
Section 3.5.2) and
have not been heretofore provided by Seller to Purchaser, Seller agrees to make
the documents set forth on Schedule 3.5 (together with any other
documents or information provided by Seller or its agents to Purchaser with
respect to the Property, the "Materials") available at the
Property for review and copying by Purchaser at Purchaser's sole cost and
expense.  In the alternative, at Seller's option and within the foregoing
time period, Seller may deliver some or all of the Materials to Purchaser, or
make the same available to Purchaser on a secure web site (Purchaser agrees that
any item to be delivered by Seller under this Contract shall be deemed delivered
to the extent available to Purchaser on such secured web site).  To the
extent that Purchaser determines that any of the Materials have not been made
available or delivered to Purchaser pursuant to this Section 3.5.1, Purchaser shall notify Seller
and Seller shall use commercially reasonable efforts to deliver the same to
Purchaser within 5 Business Days after such notification is received by Seller;
provided, however, that under no circumstances will the Feasibility Period be
extended and Purchaser's sole remedy will be to terminate this Contract pursuant
to Section 3.2.

3.5.2       
In providing the Materials to Purchaser, other than Seller's
Representations, Seller makes no representation or warranty, 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, together with all Third-Party Reports, shall be
returned by Purchaser to Seller (or the destruction thereof shall be certified
in writing by Purchaser to Seller) as a condition to return of the Deposit to
Purchaser if this Contract is terminated for any reason.  Recognizing that
the Materials delivered or made available by Seller pursuant to this Contract
may not be complete or constitute all of such documents which are in Seller's
possession or control, but are those that are readily and reasonably available
to Seller, 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.  

3.5.3       
In addition to the items set forth on Schedule 3.5, no later than 5 Business Days
after the Effective Date, 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 listing the move-in date, monthly base rent payable, the amount of
any free rent or other rent concessions agreed to by Seller and which the Tenant
is entitled to, the lease expiration date and unapplied security deposit for
each Lease (the "Rent Roll").  Seller makes no
representations or warranties regarding the Rent Roll other than the express
representation set forth in Section 6.1.6.  

3.5.4       
In addition to the items set forth on Schedule 3.5, no later than 5 Business Days
after the Effective Date, and to the extent same have not been heretofore
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 6.1.7.

3.6             
Property Contracts.

 
On or before the expiration of the Feasibility Period, Purchaser may deliver
written notice to Seller (the "Property Contracts Notice")
specifying any Property Contracts which Purchaser desires to terminate at the
Closing (the "Terminated Contracts"); provided that (a) the
effective date of such termination on or after Closing shall be subject to the
express terms of such Terminated Contracts, (b) if any such Property Contract
cannot by its terms be terminated at Closing, it shall be assumed by Purchaser
and not be a Terminated Contract, and (c) to the extent that any such Terminated
Contract requires payment of a penalty, premium, or damages, including
liquidated damages, for cancellation, Purchaser shall be solely responsible for
the payment of any such cancellation fees, penalties, or damages, including
liquidated damages.  If Purchaser fails to deliver the Property Contracts
Notice on or before the expiration of the Feasibility Period, then there shall
be no Terminated Contracts and Purchaser shall assume all Property Contracts at
the Closing.  If Purchaser delivers the Property Contracts Notice to Seller
on or before the expiration of the Feasibility Period, then at the Closing,
Seller shall deliver to all applicable vendors a vendor termination notice (in
the form attached hereto as Exhibit F) for each Terminated Contract
informing such 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 may attempt to obtain from each applicable vendor a consent
(each a "Required Assignment Consent") to such assignment. 
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 obtain any Required Assignment Consent.

ARTICLE
IV
TITLE

4.1             
Title Documents.

 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from Title Insurer a commitment for owner’s title insurance, Commitment
No.:  FA-C-384462,  with regard to the Property ("Title
Commitment") to provide a standard American Land Title Association
owner's title insurance policy for the Property, using the current policy jacket
customarily provided by the Title Insurer, in an amount equal to the Purchase
Price (the "Title Policy"), together with copies of all
instruments identified as exceptions therein (together with the Title
Commitment, referred to herein as the "Title Documents").
 Seller shall be responsible only for payment of the base premium for the
Title Policy.  Purchaser shall be solely responsible for payment of all
other costs relating to procurement of the Title Commitment, the Title Policy,
and any requested endorsements, including for “extended” coverage.  

4.2             
Survey.

 
Purchaser acknowledges that, prior to the Effective Date, Seller has delivered
to Purchaser a copy of the existing survey of the Property dated January 8, 2008
and prepared by Bock & Clark Corporation (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 April 9, 2009 (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 April 14, 2009 (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 (or cause
the Title Insurer to remove or otherwise insure over), if any.  Seller
shall be entitled to reasonable adjournments of the Closing Date not to exceed
fifteen (15) days to cure the Objections.  If Seller fails to deliver a
Response Notice by the Response Deadline, Seller shall be deemed to have elected
not to cure or otherwise resolve any matter set forth in the Objection
Notice.  If Purchaser is dissatisfied with the Response Notice or the lack
of Response Notice, Purchaser may, as its exclusive remedy, exercise its right
to terminate this Contract prior to the expiration of the Feasibility Period in
accordance with the provisions of Section 3.2.  If Purchaser fails to
timely exercise such right, Purchaser shall be deemed to accept the Title
Documents and Survey with resolution, if any, of the Objections set forth in the
Response Notice (or if no Response Notice is tendered, without any resolution of
the Objections) and without any reduction or abatement of the Purchase
Price.

4.4             
Permitted Exceptions.

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

4.4.1       
All matters shown in the Title Documents and the Survey, other
than (a) those Objections, if any, which Seller has agreed to cure (or otherwise
resolve) 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 limited
to those parties in possession pursuant to the Leases, and (d) the standard
exception pertaining to taxes, which shall be limited to taxes and assessments
payable in the year in which the Closing occurs and subsequent taxes and
assessments; 

4.4.2       
All Leases;

4.4.3       
The Assumed Encumbrances; 

4.4.4       
Applicable zoning and governmental regulations and
ordinances;

4.4.5       
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.6       
The terms and conditions of this Contract.

4.5             
Assumed Encumbrances.

           
4.5.1       
Purchaser recognizes and agrees that, in connection with two (2)
loans (collectively, the "Loans", each a “Loan”)
made to Seller by Lender, the Property presently is encumbered by the Assumed
Deeds of Trust and certain other security and related documents in connection
with the Loans (collectively, the "Assumed Encumbrances"). 
The Loans are evidenced by the Notes.  After the Effective Date, Seller
agrees that it will make available to Purchaser (in the same manner in which
Seller is permitted to make the Materials available to Purchaser under
Section 3.5.1) true and complete copies of all of the Assumed Loan
Documents (subject to Section 3.5.2).

4.5.2       
Purchaser agrees that, at the Closing, (a) Purchaser shall
assume Seller's obligations under the Notes and all of the other Assumed Loan
Documents and accept title to the Property subject to the Assumed Deeds of Trust
and the Assumed Encumbrances, and (b) the Lender shall release Seller, as
well as any guarantors and other obligated parties under the Assumed Loan
Documents, from all obligations under the Assumed Loan Documents (and any
related guarantees or letters of credit), including, without limitation, any
obligation to make payments of principal and interest under the Notes
(collectively, the foregoing (a) and (b) referred to herein as the "Loan
Assumption and Release").  Purchaser acknowledges and agrees that
(x) certain of the provisions of the Assumed Loan Documents may have been
negotiated for the exclusive benefit of Seller, AIMCO or their respective
affiliates (the "Specific AIMCO Provisions"), and (y) unless
Lender otherwise agrees in Lender's sole and arbitrary discretion, Purchaser
will not be permitted to assume the benefit of the Specific AIMCO Provisions and
the same shall be of no further force or effect from and after the Closing
Date.

4.5.3       
Purchaser further acknowledges that the Assumed Loan Documents
require the satisfaction by Purchaser of certain requirements as set forth
therein to allow for the Loan Assumption and Release.  Accordingly,
Purchaser, at its sole cost and expense and within 15 days after the Effective
Date (the "Loan Assumption Application Submittal Deadline"), shall
use commercially reasonable efforts to satisfy the requirements set forth in the
Assumed Loan Documents to allow for the Loan Assumption and Release, including,
without limitation, submitting one or more complete application(s) to Lender for
assumption of the Loans together with all documents and information required in
connection therewith (collectively, the "Loan Assumption
Application").  Purchaser agrees to provide Seller with a copy of
the Loan Assumption Application no later than 2 Business Days prior to the Loan
Assumption Application Submittal Deadline and shall provide evidence of its
submission to Lender on or before the Loan Assumption Application Submittal
Deadline.  Purchaser acknowledges and agrees that Purchaser is solely
responsible for the preparation and submittal of the Loan Assumption
Application, including the collection of all materials, documents, certificates,
financials, signatures, and other items required to be submitted to Lender in
connection with the Loan Assumption Application., provided, however, Seller
agrees to cooperate and promptly provide to Lender any and all non-confidential
Property related documentation in Seller’s possession that may be reasonably
requested or required by the Lender.

4.5.4       
Purchaser shall comply with Lender's assumption guidelines in
connection with the Loan Assumption and Release and, if required by the Lender,
Purchaser shall cause such other person or entity reasonably acceptable to the
Lender to execute and deliver a customary
“non-recourse carve-out” guaranty and customary environmental indemnity in favor
of Lender.  Purchaser shall be responsible at its sole cost and expense for
correcting and re-submitting any deficiencies noted by Lender in connection with
the Loan Assumption Application no later than 3 Business Days after notification
from Lender of such deficiency.  Purchaser also shall provide Seller with a
copy of any correspondence from Lender with respect to the Loan Assumption
Application no later than 3 Business Days after receipt of such correspondence
from Lender.  Purchaser acknowledges that Lender's assumption guidelines
may not be consistent with the provisions of the Assumed Loan Documents
concerning the Loan Assumption and Release.  Purchaser shall coordinate
with the Lender to comply with the appropriate provisions of both the Assumed
Loan Documents and Lender assumption guidelines in order to allow for the Loan
Assumption and Release.

4.5.5       
Purchaser shall pay all fees and expenses (including, without
limitation, all servicing fees and charges, transfer fees, assumption fees,
title fees, endorsement fees, and other fees to release Seller of all liability
under the Loans) imposed or charged by the Lender or its counsel (such fees and
expenses collectively being referred to as the "Lender Fees"), in
connection with the Loan Assumption Application and the Loan Assumption and
Release.

4.5.6       
Seller shall assign all of its right, title and interest in and to
all reserves, impounds and other accounts held by Lender in connection with the
Loans, and at Closing, Purchaser shall pay to Seller an amount equal to the
balance of such reserves, impounds and accounts so assigned.  Additionally,
Purchaser shall be responsible for funding any additional or increased reserves,
impounds or accounts required by Lender to be maintained by Purchaser in
connection with the Loans after the Loan Assumption and Release (the
"Required Loan Fund Amounts"). 

4.5.7       
Purchaser agrees promptly to deliver to the Lender all documents
and information required by the Assumed Loan Documents, and such other
information or documentation as the Lender reasonably may request, including,
without limitation, financial statements, income tax returns and other financial
information for Purchaser and any required guarantor.  Seller agrees that
it shall promptly cooperate with Purchaser and Lender in connection with
Purchaser's application to Lender for approval of the Loan Assumption and
Release.  

4.5.8       
No later than 10 days after the Effective Date, Purchaser shall
order a Phase I Environmental study (prepared by an environmental engineer
reasonably acceptable to Seller and Lender), and covenants that such Phase I
Environmental study shall be delivered to Seller and Lender no later than 10
days prior to the Closing Date in connection with and as a precondition to the
Loan Assumption and Release.

4.5.9       
If (a) Purchaser complies in all material respects with its
obligations under this Contract (including this Section 4.5) and the
requirements of the Assumed Loan Documents in connection with obtaining the Loan
Assumption and Release, (b) Purchaser uses commercially reasonable efforts to
diligently obtain the Loan Assumption and Release, and (c) Purchaser is unable
to obtain the consent of the Lender to the Loan Assumption and Release on or
before forty-five (45) days after the Effective Date (the “Loan Assumption
Approval Period”), then Purchaser shall have the right, on or before the
expiration of the Loan Assumption Approval Period to
give Escrow Agent notice terminating this Contract based solely on the fact that
the Loan Assumption and Release has not been approved by the Lender, 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.

4.5.10    Purchaser
shall be in default hereunder if (i) Purchaser fails to submit a substantially
complete Loan Assumption Application by the Loan Assumption Application
Submittal Deadline, (ii) Purchaser fails to use commercially reasonable efforts
to diligently obtain Lender's consent to the Loan Assumption and Release during
the Loan Assumption Approval Period or (iii) the Loan Assumption Approval Period
expires, Purchaser is entitled to, but does not terminate this Contract, and
Purchaser fails to obtain the Loan Assumption and Release prior to the Closing
Date, in which events Seller may terminate this Contract and the Deposit shall
be immediately released by the Escrow Agent to Seller; provided, however, this
Section 4.5.10 does not in any way modify Purchaser’s right to terminate the
Contract pursuant to Section 3.2 hereof and receive a refund of the
Deposit.

4.6             
Subsequently Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, any update to the
Title Commitment 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 (or cause the Title Insurer to remove or otherwise
insure over) the New Exception.  If Seller elects to cure the New
Exception, Seller shall be entitled to reasonable adjournments of the Closing
Date not to exceed fifteen (15) days to cure the New Exception.  If Seller
fails to deliver a notice to Purchaser within 3 days after the expiration of the
New Exception Review Period, Seller shall be deemed to have elected not to cure
the New Exception.  If Purchaser is dissatisfied with Seller's response, or
lack thereof, Purchaser may, as its exclusive remedy elect either:  (i) to
terminate this Contract, in which event the Deposit shall be promptly returned
to Purchaser or (ii) to waive the New Exception and proceed with the
transactions contemplated by this Contract, in which event Purchaser shall be
deemed to have approved the New Exception.  If Purchaser fails to notify
Seller of its election to terminate this Contract in accordance with the
foregoing sentence within 6 days after the expiration of the New Exception
Review Period, Purchaser shall be deemed to have elected to approve and
irrevocably waive any objections to the New Exception.

4.7             
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.  

ARTICLE
V
CLOSING

5.1             
Closing Date.

 
The Closing shall occur on May 15, 2009 (as the same may be extended as
hereinafter provided, the "Closing Date").  The Closing shall
occur at the time set forth in Section 2.2.4through an escrow with Escrow Agent,
whereby Seller, Purchaser and their attorneys need not be
physically present at the Closing and may deliver documents by overnight air
courier or other means.  Notwithstanding the foregoing to the contrary,
Seller shall have the option, by delivering written notice to Purchaser, to
extend the Closing Date (i) to June 15, 2009, or (ii) to a date following the
then scheduled Closing Date in order to finalize the drafting with Lender and
Lender's counsel of all documents necessary or desirable to accomplish the Loan
Assumption and Release.

5.2             
Seller Closing Deliveries.

 
No later than 1 Business Day prior to the Closing Date, Seller shall deliver to
Escrow Agent, each of the following items (other than the items set forth in
Section 5.2.12 which, to the extent in Seller’s possession or reasonable
contract, shall be made available to the Purchaser at the Property after the
Closing): 

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

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

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

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

5.2.5       
Seller's closing statement.

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 and in
the form require by Section 1445 of the Internal Revenue Code of 1986, as
amended.

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

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

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

5.2.11   
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.

5.2.12    To the
extent reasonably available to Seller, originals or copies of Seller’s
Property-Related Files and Records shall be made available to Purchaser at the
Property in accordance with Section 5.4.12 hereof. 

5.2.13    Such other
documents as are reasonably necessary to consummate the transactions herein
contemplated in accordance with the terms of the Contract.

5.3             
Purchaser Closing Deliveries.

 
No later than 1 Business Day prior to the Closing Date (except for the balance
of the Purchase Price which is to be delivered at the time specified in
Section 2.2.4),
Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the
Closing) the following items:

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

5.3.2       
A title affidavit or an indemnity form (pertaining to Purchaser's
activity on the Property prior to Closing), reasonably acceptable to Purchaser,
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.  

5.3.3       
Any declaration or other statement which may be required to be
submitted to the local assessor.

5.3.4       
Purchaser's closing statement.

5.3.5       
A countersigned counterpart of the General Assignment.

5.3.6       
A countersigned counterpart of the Leases Assignment.

5.3.7       
Any cancellation fees or penalties due to any vendor under any
Terminated Contract as a result of the termination thereof.

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

5.3.9       
All documents, instruments, guaranties, Lender Fees, Required Loan
Fund Amounts, and other items or funds required by the Lender to cause the Loan
Assumption and Release.

5.3.10    Such other
documents as are reasonably necessary to consummate the transactions herein
contemplated in accordance with the terms of the Contract.

5.4             
Closing Prorations and Adjustments.

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

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

5.4.3       
Utilities.  The final readings and final billings for
utilities will be made if possible as of the Closing Date, in which case Seller
shall pay all such bills as of the Closing Date and no proration shall be made
at the Closing with respect to utility bills.  Otherwise, a proration shall
be made based upon the parties' reasonable good faith estimate.  Seller
shall be entitled to the return of any deposit(s) posted by it with any utility
company, and Seller shall notify each utility company serving the Property to
terminate Seller's account, effective as of noon on the Closing Date.

5.4.4       
Real Estate Taxes.  Any real estate ad valorem or
similar taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the calendar year of Closing, shall
be prorated to the date of Closing, based upon actual days involved.  The
proration of real property taxes or installments of assessments shall be based
upon the assessed valuation and tax rate figures (assuming payment at the
earliest time to allow for the maximum possible discount) for the year in which
the Closing occurs to the extent the same are available; provided, however, that
in the event that actual figures (whether for the assessed value of the Property
or for the tax rate) for the year of Closing are not available at the Closing
Date, the proration shall be made using figures equal to 103% of the real estate
taxes attributable to the preceding year (assuming payment at the earliest time
to allow for the maximum possible discount).  The proration of real
property taxes or installments of assessments shall be final and not subject to
re-adjustment after Closing.   

5.4.5       
Property Contracts.  Purchaser shall assume at Closing
the obligations under the Property Contracts assumed by Purchaser and operating
expenses under such Property Contracts shall be prorated under Section
5.4.2, provided,
however, that to the extent any such Property Contract constitutes a Terminated
Contract, Purchaser assumes such Property Contract only (a) through the
effective date of the termination of such Property Contract and (b) to the
extent of any cancellation fees, penalties or damages, including liquidated
damages, due as a result of such termination. 

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.  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. 
Purchaser agrees to bill Tenants of the Property for all Uncollected Rents and
to take reasonable actions to collect Uncollected Rents.  Notwithstanding
the foregoing, Purchaser's obligation to collect Uncollected Rents shall be
limited to Uncollected Rents of not more than 90 days past due, and Purchaser's
collection of rents shall be applied, first, towards current rent due and owing
under the Leases, and, second, to Uncollected Rents.  After the Closing,
Seller shall continue to have the right, but not the obligation, in its own
name, to demand payment of and to collect Uncollected Rents owed to Seller by
any Tenant, which right shall include, without limitation, the right to continue
or commence legal actions or proceedings against any Tenant and the delivery of
the Leases Assignment shall not constitute a waiver by Seller of such right;
provided however, that the foregoing right of Seller shall be limited to actions
seeking monetary damages and, in no event, shall Seller seek to evict any
Tenants in any action to collect Uncollected Rents.  Purchaser agrees (at
no cost and expense to Purchaser) 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, including, without limitation, the delivery to
Seller, within 7 days after a written request, of any relevant books and records
(including, without limitation, rent statements, receipted bills and copies of
tenant checks used in payment of such rent), the execution of any and all
consents or other documents, and the undertaking of any act reasonably necessary
for the collection of such Uncollected Rents by Seller; 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 or otherwise incur any attorneys’
fees or other costs or expenses.

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

5.4.6.3 
Notwithstanding anything to the contrary contained herein, at
Closing, any net credit against the Purchase Price that Purchaser shall be
entitled to pursuant to this Section 5.4.6, shall be paid to Purchaser at
Closing by a separate wire transfer in the amount of such credit. 
Accordingly, at Closing, (x) Purchaser shall wire to Escrow Agent the full
Purchase Price (with a credit for the Deposit and, if applicable, the Loan
Balance) plus or minus all adjustments, prorations and other fees, costs and
expenses required to be paid by Purchaser pursuant to this Contract (other than
pursuant to this Section 5.4.6) and (y) Escrow Agent shall wire to
Purchaser (in accordance with the wire instructions Purchaser delivers to Escrow
Agent prior to Closing) the net amount of the adjustments or credits due to
Purchaser pursuant to this Section 5.4.6.  

5.4.7       
Existing Loan.  Seller shall be responsible for all
principal required to be paid under the terms of the Notes prior to Closing,
together with all interest, fees, penalties and other amounts accrued under the
Notes prior to Closing (other than fees, penalties, interest and other amounts
due and owing as a result of the Loan Assumption and Release), all of which may
be a credit against the Purchase Price as provided in Section
2.2.3.  Purchaser shall be responsible for all Lender Fees and all
other fees, penalties, interest and other amounts due and owing under the
Assumed Loan Documents as a result of the Loan Assumption and Release.  As
set forth in Section 4.5.6, any existing reserves, impounds and other
accounts maintained in connection with the Loans and required to be replaced by
Purchaser, shall be released in Good Funds to Seller at Closing.

5.4.8       
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to the Closing Date, after which time the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own
insurance thereafter.

5.4.9       
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.

5.4.10    Closing
Costs.  Purchaser shall pay (i) all sales, use, gross receipts or
similar taxes, (ii) the cost of recording any instruments required to discharge
any liens or encumbrances against the Property, (iii) all costs relating to
procurement of any requested endorsements to the Title Policy, including for
“extended” coverage pursuant to Section 4.1 hereof, (iv) all documentary
stamp taxes imposed on the assumption by Purchaser of the Assumed Deeds of Trust
and (iv) one-half of the customary closing costs of the Escrow Agent. 
Seller shall pay (a) the base premium for the Title Policy to the extent
required by Section 4.1 hereof and (b) one-half of the customary closing
costs of the Escrow Agent. The transfer tax (including documentary stamp taxes)
imposed on the conveyance and the recording of the Deed shall be split between
Seller and Purchaser with Seller responsible for 75% of such transfer taxes and
Purchaser responsible for 25% of such transfer taxes.

5.4.11   
Intentionally Omitted. 

5.4.12   
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 Seller and Purchaser pursuant to Sections 5.2 and 5.3,
respectively.  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 magnitude (either individually or
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 8.2.4and any approvals required from Lender
for the Loan Assumption and Release, 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
8.2.4, 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 and Purchaser has no duty
to collect withholding taxes for Seller pursuant to 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;

6.1.4       
To Seller's knowledge, Seller has not received any written notice
from a governmental agency of any uncured material violations of any federal,
state, county or municipal law, ordinance, order, regulation or requirement
affecting the Property; 

6.1.5       
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;

6.1.6       
To Seller's knowledge, the Rent Roll (as updated pursuant to
Section 5.2.9) is
accurate in all material respects; and

6.1.7       
To Seller's knowledge, the Property Contracts List (as updated
pursuant to Section 5.2.10) is accurate in all material
respects.

6.1.8       
To Seller’s knowledge, Seller has not received any written notice
of any proposed taking, condemnation or special assessment with respect to the
Property.

6.1.9       
Seller is not a Prohibited Person and, to Seller’s knowledge, none
of its brokers or other agents (if any) acting or benefiting in any capacity in
connection with this Contract is a Prohibited Person.  

6.2             
AS-IS.

 
Except for Seller's Representations, the Property is expressly purchased and
sold "AS IS," "WHERE IS," and "WITH ALL FAULTS."  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, and 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).  Except for matters set forth
in Seller’s Representations, 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.  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.  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.  

6.3             
Survival of Seller's Representations.

 
Seller and Purchaser agree that Seller's Representations shall survive Closing
for a period of 9 months (the "Survival Period").  Seller
shall have no liability after the Survival Period with respect to Seller's
Representations contained herein except to the extent that Purchaser has
requested arbitration against Seller during the Survival Period for breach of
any of Seller's Representations.  Under no circumstances shall Seller be
liable to Purchaser for more than $300,000 in any individual instance or in the
aggregate for all breaches of Seller's Representations, nor shall Purchaser be
entitled to bring any claim for a breach of Seller's Representations unless the
claim for damages (either in the aggregate or as to any individual claim) by
Purchaser exceeds $5,000.  In the event that Seller breaches any
representation contained in Section 6.1 and Purchaser had knowledge of
such breach prior to the Closing Date, and elected to close regardless,
Purchaser shall be deemed to have waived any right of recovery, and Seller shall
not have any liability in connection therewith.

6.4             
Definition of Seller's Knowledge.

 
Any representations and warranties made "to the knowledge of Seller" shall not
be deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller's "knowledge" shall mean and refer only to actual
knowledge of the Regional Property Manager and 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 any duty to investigate the matter to which such
actual knowledge or the absence thereof pertains, or to impose upon such
Regional Property Manager any individual personal liability.  

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 corporation duly organized, validly existing and in
good standing under the laws of Florida.

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 any such new or
renewed Property Contracts shall not be terminable on more than 30 days’ prior
written notice and any new or renewed Leases shall not have a term in excess of
1 year, in each case, without the prior written consent of Purchaser, which
consent shall not be unreasonably withheld, conditioned or delayed.  Within
a reasonable time after entering into a new or renewed Lease or Property
Contract, Seller shall deliver a copy of such new or renewed Lease or Property
Contract to Purchaser (subject to Section 3.5.2).

7.2             
General Operation of Property.

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

7.3             
Liens.

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

7.4             
Tax Appeals.

 
If any tax reduction proceedings, tax protest proceedings or tax assessment
appeals for the Property, relating to any fiscal years through and including
fiscal year 2009, 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 fiscal years 2007, 2008 and/or
2009 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 and/or the
2009 tax years.  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, including executing such
documents as Seller may reasonably request in order for Seller to prosecute
and/or settle any such proceedings.  Any refunds or savings in the payment
of taxes resulting from any tax reduction proceedings, tax protest proceedings
or tax assessment appeals applicable to the period prior to the Closing Date
shall belong to Seller and any refunds or savings in the payment of taxes
applicable to the period from and after the Closing Date shall belong to
Purchaser.  All attorneys’ fees and other expenses incurred in obtaining
such refunds or savings shall be apportioned between
Seller and Purchaser in proportion to the gross amount of such refunds or
savings payable to Seller and Purchaser, respectively.

7.5             
Insurance.

 
Seller agrees to maintain its existing
insurance policies (or replacement policies on comparable terms) covering the
Property in full force and effect through the Closing Date.

7.6             
Rent-Ready Condition.

 Seller
agrees that at the Closing either Seller will deliver to Purchaser all Tenant
Units which are vacant in Rent-Ready Condition, or Purchaser shall receive a
credit against the Purchase Price in an amount equal to the product of (i) the
number of Tenant Units on the date of the Closing that are vacant and not in
Rent-Ready Condition, and (ii) $300.  Not earlier than 3 Business Days
prior to the Closing, Seller shall deliver to Purchaser a list of the Tenant
Units which are vacant and not in Rent-Ready Condition.

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 (and, upon reasonable advance notice to Seller
and subject to the rights of Tenant under the Leases, Purchaser shall be
permitted to perform an inspection of the Property prior to the Closing Date to
verify Seller’s Representations);

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 general partner shall be a debtor in
any bankruptcy proceeding nor shall have been in the last 6 months 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 Sections 8.1.1,
8.1.3 or 8.1.4 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, or (b) if such failure
constitutes a default by Seller, exercise any of its remedies pursuant to
Section 10.2. 
If the condition set forth in Section 8.1.2 is not met, Seller shall not
be in default pursuant to Section 10.2, and Purchaser may, as its sole
and exclusive remedy, (i) notify Seller of Purchaser's election to terminate
this Contract and receive a return of the Deposit from the Escrow Agent, or (ii)
waive such condition and proceed to Closing on the Closing Date with no offset
or deduction from the Purchase Price.  

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       
Seller shall have received all consents, documentation and
approvals necessary to consummate and facilitate the transactions contemplated
hereby, including, without limitation, a tax free exchange pursuant to
Section 13.18 (and
the amendment of Seller's (or Seller's affiliates') partnership or other
organizational documents in connection therewith), (a) from Seller's partners,
members, managers, shareholders or directors to the extent required by Seller's
(or Seller's affiliates') organizational documents, and (b) as required by law;


8.2.5       
There shall not be any pending litigation or, to the knowledge of
either Purchaser or Seller, any litigation threatened in writing which, if
adversely determined, would restrain the consummation of any of the transactions
contemplated by this Contract or declare illegal, invalid or nonbinding any of
the covenants or obligations of the Purchaser; and

8.2.6       
The Loan Assumption and Release shall have occurred.

If
any of the foregoing conditions to Seller's obligation to close with respect to
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, or
(b) terminate this Contract, and, if such failure constitutes a default by
Purchaser, exercise any of its remedies under Section 10.1. 

ARTICLE
IX
BROKERAGE

9.1             
Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with Shelton
D. Granade, Jr. of CB Richard Ellis – Investment Properties – Multihousing,
having an address at 189 S. Orange Avenue, Suite 1900, Orlando, Florida 32801
("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 the 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 in 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 at the time required
by Section 2.2.4 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 in 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, prior to the Closing, defaults in its covenants or obligations under
this Contract, including to sell the Property as required by 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 sole and exclusive
remedy, either (a) this Contract shall terminate, and all payments and things of
value, including the Deposit, provided by Purchaser hereunder shall be returned
to Purchaser and Purchaser may recover, as its sole recoverable damages (but
without limiting its right to receive a refund of the Deposit), its direct and
actual out-of-pocket expenses and costs (documented by paid invoices to third
parties) in connection with this transaction, which damages shall not exceed
$75,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek
specific performance of Seller’s obligation to deliver the Deed pursuant to this Contract (but not damages). 
Purchaser may seek specific performance of Seller's obligation to deliver the
Deed pursuant to this Contract only if, as a condition precedent to initiating
such litigation for specific performance, Purchaser first shall (i) deliver all
Purchaser Closing documents to Escrow Agent in accordance with the requirements
of this Contract, including, without limitation, Sections 2.2.4 and 5.3 (with the exception of
Section 5.3.1); (ii)
not otherwise be in default under this Contract; and (iii) file suit therefor
with the court on or before the 90th day after the Closing Date; if Purchaser
fails to file an action for specific performance within 90 days after the
Closing Date, then Purchaser shall be deemed to have elected to terminate the
Contract in accordance with subsection (a) above.  Purchaser agrees that it
shall promptly deliver to Seller an assignment of all of Purchaser's right,
title and interest in and to (together with possession of) all plans, studies,
surveys, reports, and other materials paid for with the out-of-pocket expenses
reimbursed by Seller pursuant to the foregoing sentence.  SELLER AND
PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT
THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND
SHALL BE PURCHASER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY
ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.  UNDER NO
CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER
SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR
ITS OBLIGATIONS UNDER THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE
RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL
IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS
FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

ARTICLE
XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the "Repairs") is
more than $750,000.00, then Seller shall have no obligation to make such
Repairs, and shall notify Purchaser in writing of such damage or destruction
(the "Damage Notice").  Within 10 Business Days after
Purchaser's receipt of the Damage Notice, Purchaser may elect at its option to
terminate this Contract by delivering written notice to Seller in which event
the Deposit shall be refunded to Purchaser.  In the event Purchaser fails
to terminate this Contract within the foregoing 10 Business Day period, 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 the Closing, and the cost of Repairs is equal to or less than
$750,000.00, 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 Seller and Purchaser shall, at Closing, execute and deliver an
assignment and assumption (in a form mutually agreeable to Seller and Purchaser)
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.  

ARTICLE
XII
EMINENT DOMAIN

12.1         
Eminent Domain.

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

ARTICLE
XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.

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

13.2         
Exhibits and Schedules.

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

13.3         
Assignability.

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

13.4         
Captions.

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

13.5         
Number and Gender of Words.

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

13.6         
Notices.

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

To
Purchaser:

PMF Enterprises CF Inc.
134 Starboard Lane, #804
Meritt
Island, Florida 32953
Attention: Jerry
Weston
Telephone:  (321) 453-1333
Facsimile:  (321)
453-1666

 

with
a copy to:

Keating & Schlitt
250 E. Colonial Drive, Suite
300
Orlando, Florida 32801

Attention:
Kenneth L. Schlitt
Telephone:  (407) 425-2907
Facsimile: 
(407) 425-6345

Email: 
kschlitt@keatlaw.com

 

To
Seller:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark Reoch and Brian
Bornhorst
Telephone:  303-757-8101 (Mark Reoch) and 303-691-4472 (Brian
Bornhorst)
Facsimile:  303-300-3261 (Mark Reoch and Brian Bornhorst)

Email: 
mark.reoch@aimco.com and brian.bornhorst@aimco.com

And:

c/o
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver,
Colorado  80237
Attention:  Mr. Harry Alcock
Telephone: 
303-691-4344
Facsimile:  303-300-3282

Email: 
harry.alcock@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:

CB Richard Ellis – Investment
Properties – Multi-housing
189 S. Orange Avenue, Suite 1900
Orlando,
Florida  32801
Attention:  Mr. Shelton D. Granade,
Jr.
Telephone:  (407) 839-3109
Facsimile:    (407)
404-5001

Email: 
shelton.granade@cbre.com

and
a copy to:

Bryan Cave LLP
1290 Avenue of the Americas
New
York, New York 10104
Attention:  Sandor A. Green, Esq.
Telephone:
212-541-2049
Facsimile:  212-541-1449

Email: 
sagreen@bryancave.com

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

First
American Title Insurance Company of New York
633 Third Avenue
New York,
New York 10017
Attention:  Linda J. Isaacson
Telephone:
212-850-0664
Facsimile: 212-331-1467

Email: 
LIsaacson@firstam.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 Florida shall govern the validity, construction,
enforcement, and interpretation of this Contract, unless otherwise specified
herein except for the conflict of laws provisions thereof.  Subject to
Section 13.24, all
claims, disputes and other matters in question arising out of or relating to
this Contract, or the breach thereof, shall be decided by proceedings instituted
and litigated in a court of competent jurisdiction in the state in which the
Property is situated, and the parties hereto expressly consent to the venue and
jurisdiction of such court.

13.8         
Entire Agreement.

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

13.9         
Amendments.

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

13.10     
Severability.

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

13.11     
Multiple Counterparts/Facsimile
Signatures.

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

13.12     
Construction.

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

13.13     
Confidentiality.

 
Purchaser shall not disclose the terms and conditions contained in this Contract
and shall keep the same confidential, provided that Purchaser 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
Purchaser's or Seller's lenders, attorneys and accountants.  Any
information obtained by Purchaser in the course of its inspection of the
Property, and any Materials provided by Seller to Purchaser hereunder, shall be
confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its Consultants, without
Seller's prior written authorization, which may be granted or denied in Seller's
sole discretion.  In addition, Purchaser shall use its reasonable efforts
to prevent its Consultants from divulging any such confidential information to
any unrelated third parties except as reasonably necessary to third parties
engaged by Purchaser 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.  Notwithstanding the provisions of Section
13.8, Purchaser agrees
that the covenants, restrictions and agreements of Purchaser contained in any
confidentiality agreement executed by Purchaser prior to the Effective Date
shall survive the execution of this Contract and shall not be superseded
hereby.

13.14     
Time of the Essence.

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

13.15     
Waiver.

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

13.16     
Attorneys' Fees.

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

13.17     
Time Zone/Time Periods.

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

13.18     
1031 Exchange.

 
Seller and Purchaser acknowledge and agree that the purchase and sale of the
Property may be part of a tax-free exchange for either Purchaser or Seller
pursuant to Section 1031 of the Code, the regulations promulgated thereunder,
revenue procedures, pronouncements and other guidance issued by the Internal
Revenue Service.  Each party hereby agrees to cooperate with each other and
take all reasonable steps on or before the Closing Date to facilitate such
exchange if requested by the other party, provided that (a) no party making such
accommodation shall be required to acquire any substitute property, (b) such
exchange shall not affect the representations, warranties, liabilities and
obligations of the parties to each other under this Contract, (c) no party
making such accommodation shall incur any additional cost, expense or liability
in connection with such exchange (other than expenses of reviewing and executing
documents required in connection with such exchange), and (d) no dates in this
Contract will be extended as a result thereof, except as specifically provided
herein.  Notwithstanding anything in this Section 13.18 to the contrary, Seller shall
have the right to extend the Closing Date (as extended pursuant to Section
5.1) for up to 30 days in order to facilitate a tax free exchange pursuant
to this Section 13.18, and to obtain all
documentation in connection therewith.

13.19     
No Personal Liability of Officers, Trustees or Directors
of Seller's Partners.

 
Purchaser acknowledges that this Contract is entered into by Seller which is a
Texas limited partnership, and Purchaser agrees that none of Seller's
Indemnified Parties shall have any personal liability under this Contract or any
document executed in connection with the transactions contemplated by this
Contract.  Seller acknowledges that this Contract is entered into by
Purchaser which is a Florida corporation, and Seller agrees that none of
Purchaser's Indemnified Parties shall have any personal liability under this
Contract or any document executed in connection with the transactions
contemplated by this Contract.  

13.20     
Intentionally Omitted.

13.21     
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.

13.22     
No Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without Seller's prior written consent, which
consent may be withheld at Seller's sole discretion.  If Purchaser records
this Contract or any other memorandum or evidence thereof, Purchaser shall be in
default of its obligations under this Contract.  Purchaser hereby appoints
Seller as Purchaser's attorney-in-fact to prepare and record any documents
necessary to effect the nullification and release of the Contract or other
memorandum or evidence thereof from the public records.  This appointment
shall be coupled with an interest and irrevocable.

13.23     
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.

13.24     
Dispute Resolution.

 
Any controversy, dispute, or claim of any nature arising out of, in connection
with, or in relation to the interpretation, performance, enforcement or breach
of this Contract (and any closing document executed in connection herewith),
including any claim based on contract, tort or statute, shall be resolved at the
written request of any party to this Contract by binding arbitration.  The
arbitration shall be administered in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association.  Any matter to
be settled by arbitration shall be submitted to the American Arbitration
Association in the state in which the Property is located.  The parties
shall attempt to designate one arbitrator from the American Arbitration
Association.  If they are unable to do so within 30 days after written
demand therefor, then the American Arbitration Association shall designate an
arbitrator.  The arbitration shall be final and binding, and enforceable in
any court of competent jurisdiction.  The arbitrator shall award attorneys'
fees (including those of in-house counsel) and costs to the prevailing party and
charge the cost of arbitration to the party which is not the prevailing
party.  Notwithstanding anything herein to the contrary, this Section
13.24 shall not prevent
Purchaser or Seller from seeking and obtaining equitable relief on a temporary
or permanent basis, including, without limitation, a temporary restraining
order, a preliminary or permanent injunction or similar equitable relief, from a
court of competent jurisdiction located in the state in which the Property is
located (to which all parties hereto consent to venue and jurisdiction) by
instituting a legal action or other court proceeding in order to protect or
enforce the rights of such party under this Contract or to prevent irreparable
harm and injury.  The court's jurisdiction over any such equitable matter,
however, shall be expressly limited only to the temporary, preliminary, or
permanent equitable relief sought; all other claims initiated under this
Contract between the parties hereto shall be determined through final and
binding arbitration in accordance with this Section 13.24.

13.25     
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.

13.26     
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.

13.27     
Survival.

 
Except for (a) all of the provisions of this ARTICLE XIII (other than Sections
13.18 and 13.20); (b) Sections 2.3, 3.3, 3.4, 3.5, 4.5.5, 4.5.6, 5.4, 5.5, 6.1 (but only to the extent set
forth in Section 6.3), 6.2,
6.5, 9.1, 11.4, 14.1 and 14.2; (c) any other
provisions in this Contract, that by their express terms survive the termination
or Closing; and (d) any payment 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. 

13.28     
Multiple Purchasers.

 
As used in this Contract, the term "Purchaser" means 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.  

13.29     
Radon Gas.

 
Radon is a naturally occurring radioactive gas that, when it has accumulated in
a building in sufficient quantities, may present health risks to persons who are
exposed to it over time.  Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida.  Additional information
regarding radon and radon testing may be obtained from your county health
department.  This paragraph is provided for informational purposes pursuant
to Section 404.056(5), Florida Statutes.

13.30     
Energy Efficiency.

 Purchaser
may have the building’s energy efficiency rating determined.  Seller has,
simultaneously with the execution hereof, delivered to Purchaser a copy of the
Florida Building Energy Efficiency Rating System pamphlet prepared by the State
of Florida Department of Community Affairs.  This paragraph is provided for
informational purposes pursuant to Section 553.996, Florida Statutes.

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.  TRC performed the Testing and reported its
findings in the certificate dated December 28, 2007, a copy of which is attached
hereto as Exhibit I (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:

CONCAP VILLAGE GREEN ASSOCIATES, LTD., a
Texas limited partnership

 

By: 
CCP/III VILLAGE GREEN GP, INC., a South Carolina corporation, its general
partner

 

By: 
/s/Brian J. Bornhorst

Name: 
Brian J. Bornhorst

Title: 
Vice President

Purchaser:

PMF ENTERPRISES CF,
INC.,
a Florida corporation

By:  /s/Jerry Weston
Name:
 Jerry Weston
Title:  President