PURCHASE  AND  SALE  AGREEMENT
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     THIS  PURCHASE  AND SALE AGREEMENT (the "Agreement") is made effective on
the date that the second of Purchaser and Seller has signed this Agreement, as
set  forth  next  to  the    signature  of the second such person to sign (the
"Effective  Date"), by and between JON H. OLSON, OR ASSIGNS ("PURCHASER"), and
EAGLES  LANDING,  LLC,  A  COLORADO  LIMITED  LIABILITY  COMPANY  ("SELLER").

ARTICLE  1  -            PROPERTY  TO  BE  CONVEYED

     1.1     Seller shall sell to Purchaser, and Purchaser shall purchase from
Seller, upon the terms and conditions hereinafter set forth, all rights, title
and  interest  in that certain parcel of land (herein called "Land") described
on  Exhibit  "A" attached hereto, all rights, privileges, easements and rights
of  way  appurtenant to the Land (herein called "Appurtenants"), the buildings
and  improvements  on  the  Land  (herein  called  "Improvements")  and  the
appliances,  furniture,  fixtures,  machinery,  computers,  software programs,
other  equipment,  supplies  and  other  personal property, including Seller's
right  title  and  interest  (if  any),  in the name "EAGLES LANDING AT CHURCH
RANCH" and any telephone listings and numbers for the business Seller conducts
on  the  Land  and  Appurtenants    (herein  collectively called the "Personal
Property")  attached  to, located at or used in connection with the ownership,
operation,  management  or  maintenance of the Land or the Improvements, other
than personal property owned by tenants.  The Land, Appurtenants, Improvements
and  Personal  Property  collectively  called  the  "Property".

     1.2     The Property shall include all right, title and interest, if any,
of  Seller in and to any land lying in the bed of any street, road, highway or
avenue, open or proposed, in front of or adjoining all or any part of the Land
and  in all strips, gores or rights-of-way, riparian rights and easements, and
all  right,  title  and  interest  of Seller, if any, in and to (a) all tenant
leases, rents and profits from and after the Closing (as hereinafter defined),
(b)  all tenant security deposits, damage and key deposits, cleaning deposits,
utility  deposits  and pet deposits, together with interest required by law to
be  paid  thereon,  if  any (collectively the "Security Deposits") and (c) all
licenses  and  permits  relating  to  the  Property.

     1.3         The Property is known as "EAGLES LANDING AT CHURCH RANCH", is
located  at  7402  West Church Ranch Boulevard, City of Westminster, County of
Jefferson, Colorado and is comprised of approximately 180,000 rentable  square
feet  located  in  176  apartment  units  and  related  amenities.

ARTICLE  2  -            PURCHASE  PRICE

     2.1      The purchase price (the "Purchase Price") for the Property shall
be  Fifteen  Million  Three  Hundred  Thousand  Dollars  ($15,300,000.00) and,
subject  to  all  prorations and adjustments provided herein, shall be paid as
follows:
2.2
     2.2.1      Within two (2) business days of  the execution and delivery of
this  Agreement, Purchaser shall deposit with North American Title Company, 44
Cook Street, Suite 300, Denver, Colorado (the "Escrow Agent") the sum of Fifty
Thousand    and  No/100  Dollars ($50,000.00), by check or irrevocable federal
funds  wire  transfer  of  immediately available funds ( the "First Deposit").

     2.1.2     Contemporaneously with Purchaser's removal of all contingencies
pursuant  to  Sections  10.1, 10.2 and 10.3 , Purchaser shall deposit with the
Escrow  Agent  the  additional  sum  of  One Hundred Fifty Thousand and No/100
Dollars  ($150,000.00)  by  irrevocable  federal  funds  wire  transfer  of
immediately  available  funds  (the  "Second  Deposit").  The First and Second
Deposits,  and  all  interest  earned  thereon pursuant to Section 2.1.3 shall
collectively  be  referred  to  herein  as  the  "Deposit".

     2.1.3     At all times prior to Closing the Deposits shall be invested by
Escrow  Agent  in  an interest-bearing escrow account and  the Deposit and all
interest  earned  thereon  shall  be applied to the Purchase Price at Closing.

     2.1.4     If Purchaser shall not have delivered the applicable Deposit to
Escrow  Agent  within one (1) business day after the applicable due date, then
Seller  may,  at its option, either terminate this Agreement by written notice
to  Purchaser or give Purchaser an extension, for a period of two (2) business
days,  to  deliver  the  required  Deposit  to  the  Escrow  Agent.  If Seller
terminates this Agreement, then neither party shall have any further liability
or  obligation  to  the other party, except for those which under the terms of
this Agreement expressly survive the termination of this Agreement, including,
without  limitation,  Seller's  right  to retain the First Deposit if Seller's
termination occurs by reason of Purchaser's failure to make the Second Deposit
upon  removal  of  contingencies.

     2.1.5       The Purchase Price, less the amount of the Deposits, shall be
deposited  by  Purchaser  with  Escrow  Agent  on or before the Closing, to be
disbursed  to  Seller  at  Closing  subject  to all prorations and adjustments
provided  herein.   On the Closing Date (as hereinafter defined), Seller shall
be  responsible  at  its  sole  cost  and  expense to pay off in full and have
cancelled  and  satisfied  of  record  all  mortgages  and similar instruments
affecting  the  Property,  other  than  the  Existing  Loan  to  be assumed by
Purchaser or any prepayment or other fees in connection with the Existing Loan
(pursuant  to  Section  10.3),  and  Seller  shall  be  responsible to pay any
prepayment  or  other  fees  in  connection  therewith.

ARTICLE  3  -          ESCROW  AGENT

     3.1     The Escrow Agent joins in the execution of this Agreement for the
purpose  of  acknowledging  and  agreeing to the provisions of this Article 3.
This  Agreement  shall  serve  as  instructions  to  the Escrow Agent.  If, in
addition  to  this  Agreement,  Escrow  Agent requests Purchaser and Seller to
execute  additional  escrow  instructions,  or  Escrow  Agent's  general
instructions,  Purchaser and Seller shall do so, provided that such additional
or  general  escrow instructions do not conflict with the terms and conditions
of  this  Agreement.

     3.2          The  Deposits  shall  be held in escrow by Escrow Agent.  If
Purchaser  furnishes  Seller  and Escrow Agent with written notification on or
before thirty  (30) days after the Effective Date (the "Inspection Contingency
Date"),  that:   (a) the conditions precedent set forth in Section 10.1 hereof
have not been satisfied;  and/or (b) specified matters in the Title Commitment
and/or  the  Survey are objected to pursuant to Section 10.2, and Seller fails
to  cure  said  objections  within the time permitted (as set forth in Section
6.3);    and/or (c) that the condition precedent set forth in Section 10.3 has
not  been  satisfied,  then  in  any such event, Escrow Agent shall return the
Deposits  and all interest earned thereon to the Purchaser, and thereupon this
Agreement shall terminate.  Upon such termination this Agreement shall be null
and  void  and  of  no  other  force and effect, and except for the Inspection
Indemnity  (as  hereinafter  defined), neither Purchaser nor Seller shall have
any  further rights, duties, liabilities or obligations to the other by reason
thereof.

     3.3     The duties of the Escrow Agent, in service as escrow agent, shall
be  as  follows:

     3.3.1       During the term of this Agreement, it shall hold and disburse
the  Deposits  in  accordance with the terms and provisions of this Agreement,
including,  but  not  limited  to,  the  application  of  the Deposits and all
interest  earned thereon towards the Purchase Price in accordance with Section
2.1.2  or  the  return  of the Deposits and all interest earned thereon to the
Purchaser  in  accordance  with  Section  3.2.

     3.3.2      After Buyer has removed all contingencies, pursuant to Section
3.2,  above,  the  Deposits  shall  be non-refundable except in the event that
Seller  breaches  its  obligations  under  this  Agreement.

     3.3.3         If this Agreement shall be terminated by the mutual written
agreement  of  Seller and Purchaser, or if Escrow Agent is unable to determine
at  any  time  to whom the Deposits should be delivered, or if a dispute shall
develop between Seller and Purchaser concerning to whom the Deposits should be
delivered,  then  and  in  any such event, then Escrow Agent shall deliver the
Deposits  and all interest earned thereon in accordance with the joint written
instructions  of  the  Seller  and  Purchaser.  In the event that such written
instructions  shall not be received by Escrow Agent within ten (10) days after
it  has  served  a written request for instructions upon Seller and Purchaser,
then  Escrow  Agent  shall  have  the  right  to  deliver the Deposits and all
interest  earned  thereon into a court of competent jurisdiction in the County
of  Jefferson,  Colorado,  which  court  Seller and Purchaser agree shall have
jurisdiction  and  venue as respects any dispute in regard to the Deposits and
all  interest  earned  thereon, and interplead Seller and Purchaser in respect
thereof,  and thereupon Escrow Agent shall be discharged of any obligations in
connection  with  this  Agreement.

     3.3.4      By joining herein, the Escrow Agent undertakes only to perform
the  duties  and obligations imposed upon it under the terms of this Agreement
and  expressly does not undertake to perform any of the other covenants, terms
and  provisions  incumbent  upon  the  Seller  and/or the Purchaser hereunder.

     3.3.5          Purchaser and Seller hereby agree and acknowledge that the
Escrow  Agent assumes no liability in connection herewith except for breach of
Escrow  Agent's  obligations hereunder, negligence, breach of trust or willful
misconduct;  that  the Escrow Agent shall not be responsible for the validity,
correctness  or  genuineness  of any document or notice referred to under this
Agreement;  and  that  in  the  event of any dispute under this Agreement, the
Escrow  Agent    may  seek  advice  from  its  own  counsel and shall be fully
protected  in  any  action  taken  by  it in good faith in accordance with the
opinion  of its counsel.  Seller and Purchaser each hereby agrees to indemnify
and  hold harmless the Escrow Agent, acting in its capacity as escrow agent on
behalf of Seller and Purchaser, against any and all losses, liability, claims,
demands,  damages,  actions, causes of action and suits (other than for breach
of  Escrow  Agent's  obligations hereunder, negligence,  willful misconduct or
breach  of  trust)  which  may  be  imposed  upon  it  in  connection with the
performance  of  its  duties  hereunder.

ARTICLE  4  -            DELIVERIES  BY  SELLER

     4.1        Seller covenants to deliver the following (collectively herein
referred to as the "Delivery Items") at its sole cost and expense to Purchaser
within  five  (5)  days  after  the  Effective  Date  (the  "Delivery  Date"):

     4.1.1          A complete inventory of all of the Personal Property to be
conveyed  hereunder.

     4.1.2          A  schedule  and  copies  of all of the service contracts,
maintenance  contracts,  management  agreements  and  all  other  agreements
affecting  the  operation or maintenance of the Property (hereinafter referred
to  as  the  "Service  Contracts.")

     4.1.3        One reproducible (sepia or equivalent) copy of the complete,
detailed plans and specifications for the improvements and buildings which are
a  part  of  the  Property, prepared by a registered architect or professional
engineer,  and  any  "as  built"  plans and specifications  (collectively, the
"Plans  and Specifications"), to the extent that such Plans and Specifications
are  in  Seller's  possession.

     4.1.4       Copies of all building permits, licenses (business, pool, and
otherwise),  certificates  of occupancy and other similar documentation issued
by any governmental agency having jurisdiction over the Property which pertain
to  the  operation  and  occupancy  of  the Property,  to the extent that such
documentation is in Seller's possession or reasonably obtainable by to Seller.

     4.1.5          A  complete  and accurate rent roll for the Property as of
February  1,  1998, which shall be certified by Seller as being true, complete
and  correct.
4.1.6
     4.1.7        A complete list of the names and current wages (or "in lieu"
compensation)  of all employees engaged in the operation or maintenance of the
Property.

     4.1.8      Operating statements for the Property, including all line item
detail  and  also including a schedule of historical capital expenditures, for
year-end 1996 and 1997, and preliminary operating statements for January 1998.

     4.1.9          Copies of all topographical surveys and all environmental,
engineering  and  soils, and any other reports and soil-bearing test data with
respect  to  the  Property  to  the  extent  that  any of the foregoing are in
Seller's  possession  or  reasonably  available  to  Seller.

     4.1.10        A list of all prepaid fees paid by Seller to third parties,
and  a  list  of  all  prepaid  fees paid by third parties to the Seller, with
respect  to  the  ownership  and  operation  of  the  Property.

     4.1.11         A form of the tenant lease agreement currently used at the
Property  together  with  copies  of  all  tenant leases and any amendments or
letter  agreements  relating  thereto.

     4.1.12       A copy of the most recent assessed valuation of the Property
and  property tax bills for the Property for the two (2) prior calendar years.

     4.1.13        All utility bills for the Property for the twenty-four (24)
month  period  prior  to  the  Effective  Date.

     4.1.14      Certificates of Insurance currently in effect with respect to
the  Property,  together with a statement of the premiums payable with respect
to  such  insurance.

     4.1.15          Lead-based  paint  disclosure,  as  required  by  law.

     4.2          With  respect  to  the  Delivery Items, Seller covenants and
represents  as  follows:

     4.2.1       On or before the Inspection Contingency Date, Purchaser shall
notify  Seller  as  to  which  of  the Service Contracts Purchaser requests be
terminated  effective  as  of  the  Closing  Date.  Within five (5) days after
receipt  of such notification from Purchaser, Seller shall notify Purchaser as
to  which  of  the  Service  Contracts requested by Purchaser to be terminated
effective as of the Closing Date Seller agrees to cause to be so terminated at
Seller's  sole cost and expense; provided, however, Seller agrees that it will
cause  such  termination  effective  as of the Closing Date of all the Service
Contracts  so  requested  by  Purchaser  which  can  be (pursuant to the terms
thereof)  terminated  by  Seller.  All  of the Service Contracts which are not
being  terminated  effective as of the Closing Date pursuant to this procedure
will  be  transferred  and  assigned  by  Seller to Purchaser at Closing by an
assignment  (hereinafter referred to as the "Assignment of Service Contracts")
which  will  contain  an  assumption  of  the  Service  Contracts by Purchaser
effective  as  of the Closing Date, and will contain a cross-indemnity between
Seller  and  Purchaser  providing  that Seller will indemnify, defend and hold
Purchaser  harmless  as  respects the obligations of the owner of the Property
thereunder  for  all  time  periods through and including the day prior to the
Closing  Date,  and  providing  that Purchaser will indemnify, defend and hold
Seller  harmless  as  respects  the  obligations  of the owner of the Property
thereunder  for  all  time  periods  commencing on the Closing Date.  Anything
contained  in  this  Section  4.2.1  to  the  contrary notwithstanding, on the
Closing  Date  any  management,  leasing  and/or commission agreement, and any
employment  agreement,  affecting the Property will be terminated by Seller at
its  sole  expense.

     4.2.2     Commencing five (5) days after the date of this Agreement, true
copies  of  each  tenant lease and commission agreement together with each and
every attachment and supplement thereto will be made available for Purchaser's
inspection  and  review  at  the  Property.

ARTICLE  5  -            REPRESENTATIONS  AND  WARRANTIES

     5.1        Seller hereby makes to Purchaser the following representations
and  warranties:

     5.1.1       Seller  is a validly formed limited liability company in good
standing  duly  bound  by  the  actions  and  execution  hereof  by Terence J.
O'Connor,  its  Manager,  and   has the authority and power to enter into this
Agreement  and  to  consummate  the  transaction contemplated herein, and this
Agreement  is  a  valid  and  binding  obligation  of  Seller  enforceable  in
accordance  with  its  terms.

     5.1.2          Neither  the  entering  into  of  this  Agreement  nor the
consummation  of the transaction contemplated hereby will constitute or result
in a violation or breach by Seller of any judgment, order, writ, injunction or
decree  issued  against  or imposed upon Seller, or to Seller's knowledge will
result  in a violation of any applicable law, order, rule or regulation of any
governmental  authority.

     5.1.3          Neither this Agreement, nor anything to be done hereunder,
including,  without  limitation,  the  transfer,  assignment  and  sale of the
Property as herein contemplated, violates or shall violate any written or oral
contract,  agreement or instrument to which Seller is a party or which affects
the  Property  or  any  part  thereof.

     5.1.4       There is no action, suit, proceeding or investigation pending
or  threatened  which would become a cloud on the title to the Property or any
portion  thereof  or  which  questions  the  validity or enforceability of the
transaction contemplated by this Agreement or which does or will materially or
adversely  affect  the  Property.

     5.1.5          No  approval,  consent,  order  or  authorization  of,  or
designation,  registration  or filing (other than for recording purposes) with
any  governmental  authority  is required in connection with the due and valid
execution  and  delivery  of  this  Agreement  by  Seller, compliance with the
provisions  hereof by Seller, and consummation of the transaction contemplated
hereby  by  Seller.

     5.1.6     To the best of Seller's knowledge the present use and operation
of  the  Property as an apartment community is authorized by and in compliance
with  all existing zoning, land-use, building, fire, health, labor, safety and
other  laws,  ordinances,  rules  and  regulations applicable to the Property.

     5.1.7      To the best of Seller's knowledge Seller has complied with all
existing  laws,  ordinances,  rules  and  regulations,  including,  without
limitation,  those relating to zoning, land-use, building, fire, health, labor
and  safety,  of any government or agency, body or subdivision thereof bearing
on  the  ownership,  construction,  use  or  operation  of  the Property as an
apartment  community.

     5.1.8     The Property is connected to and serviced by water, solid waste
and  sewage  disposal, storm drainage and electricity and gas facilities which
are adequate for the present use and operation of the Property as an apartment
community  and,  to Seller's knowledge, all of the foregoing are in accordance
with  all  applicable laws, ordinances, rules and regulations of all public or
quasi-public  authorities  having  or  claiming  jurisdiction  there  over.

     5.1.9       Except as may be reflected on the rent roll and tenant leases
delivered  or  otherwise  made available to Purchaser or as otherwise noted in
writing  by  Seller prior to the Inspection Contingency Date, (i) there are no
oral or written tenant occupancy leases or rental agreements in force, (ii) no
person  (other than the tenants named in said rent roll and tenant leases) has
any right of possession to the Property or any part thereof, (iii) no rent has
been paid in advance by any tenant, (iv) no tenant has received or is entitled
to receive a rent concession in connection with his tenancy, or is entitled to
any work not yet performed (other than ordinary maintenance), or consideration
not  yet  given in connection with his tenancy, (v) no tenant or former tenant
has any claim against Seller for any security deposits or other deposits, (vi)
no  tenant  has, or as of the Closing Date will have, any defense or offset to
rent  accruing  after  the  Closing  Date, and except as indicated on the rent
roll,  there  is  no default by Seller or tenant with respect to any leases or
occupancy  agreements.

     5.1.10       Except as noted in writing by Seller prior to the Inspection
Contingency Date all Service Contracts are in full force and effect, and there
are  no  defaults  in  any  Service  Contracts  and,  except  for  the Service
Contracts,  there  are  no  other management, maintenance, operating, service,
leasing,  commission  or  similar  contracts  affecting  the  Property.

     5.1.11         Until the Closing Date, Seller will:  operate the Property
diligently and only in the ordinary course of business pursuant to its current
business  practices;  preserve the Property and its business intact;  preserve
for the Purchaser the relationships of Seller with its suppliers, tenants, and
others  having  relations  with  it;  maintain in force all existing insurance
policies,  and;    not  permit any encumbrance to be placed upon the Property,
without Purchaser's consent, whose consent shall not be unreasonably withheld.
Until  the  Closing Date, Seller shall not enter into any new leases except at
rental  rates and on terms no less favorable than the rates and terms at which
Seller  is  currently  marketing  such units or extend the term of an existing
lease  for  more  than  six  (6)  months.

     5.1.12       Seller is not a foreign person, foreign corporation, foreign
partnership,  foreign  trust  or  foreign  estate as such terms are defined in
Section  1445(f)(3)  of  the  Internal  Revenue  Code  of  1986,  as  amended.

     5.1.13          To  the  best of Seller's knowledge the Property does not
contain,  no activity upon the Property has produced, and the Property has not
been used in any manner (a) for the discharge, deposit, dumping or storage of,
any  hazardous  or  toxic  waste, materials or contamination, whether of soil,
ground  water  or  otherwise,  in  violation  of  any  law, ordinance, rule or
regulation, or (b) which requires any reporting to any governmental authority.
The  Property  does not contain underground tanks of any type or any materials
containing  or  producing  any  polychlorinated  biphenyls  or  any  asbestos.

     5.1.14       Seller is the sole owner of, and has good and marketable fee
simple  title  to,  the  Property  free  and clear of all liens, encumbrances,
claims,  demands,  easements,  rights  or  interests  of  others,  covenants,
conditions, restrictions and encroachments of any kind or nature other than as
listed  in  the Title Commitment (as defined below) and other than those which
will  be  removed  at  or  prior  to  the  Closing.

     5.1.15          To  the  best of Seller's knowledge the Improvements were
constructed  in  good,  workmanlike and substantial manner, in conformity with
all  rules,  regulations,  laws,  ordinances  and  building  codes.

     5.1.16       Seller has no knowledge, and has received no notice from any
governmental authorities, that eminent domain proceedings for the condemnation
of  the  Property  are  pending.

     5.1.17          The  Property  is  not subject to any assessments, use or
occupancy  restrictions  (except  those  imposed by applicable zoning laws and
regulations),  or  utility  fees (except those generally applicable throughout
the  tax district in which the Property is located), or traffic impact fees or
charges  or  restrictions under unrecorded agreements, or arising by operation
of  law  as  set  forth  in  the  Title  Commitment.

     5.1.18         All books, records, information and data furnished or made
available  by Seller to Purchaser including, but not limited to, all financial
information, will be true, correct and complete in all material respects as of
the  date  of  such  information.    Seller  has  no  knowledge  of any error,
misrepresentation,  omission,  or  inconsistency  with any of the documents or
supplemental  documents  delivered  or  made  available to Purchaser by Seller
pursuant  to  this  Agreement.

     5.1.19      All policies of insurance currently maintained by Seller with
respect  to  the  Property  are  current and in full force and effect, and all
premiums due thereunder have been paid.  No notice has been received by Seller
from any insurance company which issued any of said policies, stating that (i)
any of such policies will not be renewed or will be renewed at rates in excess
of  those ordinary and customary for properties similar in size, location, age
and  construction  to  the  Property;  or (ii) the performance of work will be
required  as  a  condition  of  continuation  of  coverage.

     5.1.20  The  Property  does  not  contain a polybutylene plumbing system.

     5.1.21         There are currently no other contracts for the sale of the
Property pending, nor do there exist any rights of first refusal or options to
purchase  the  Property.

     5.1.22  All persons employed by Seller at the Property are employees whom
employment  Seller  can  terminate  prior  to  Closing.

     5.2        Whenever the Agreement makes reference to "Seller's knowledge"
the  term  shall  refer  to  knowledge  of Seller's manager and of its members
having  more  than  a  20%  membership  interest.

     5.3       Purchaser's rights with respect to Seller's representations and
warranties  shall  survive  the Closing for a period of one (1) year and shall
not  be  merged  into  any  documents  delivered  by  Seller  at  Closing.

ARTICLE  6  -            TITLE  AND  SURVEY

     6.1        Not later than fifteen (15) days after the Effective Date (the
"Survey  Delivery Date") Seller shall, at its expense cause to be prepared and
delivered to Purchaser a current (no more than 6 months old) "as built" survey
of the Land and Improvements by a licensed Colorado surveyor made to ALTA/ACSM
minimum  detail standards for a Class A survey (hereinafter referred to as the
"Survey")  and  shall  deliver  the  same  to  Purchaser.

     6.2         Not later than the Survey Delivery Date, Seller shall furnish
Purchaser,  at  Seller's  expense,  a  current  commitment for an ALTA Owner's
Extended Coverage Policy of Title Insurance issued by Escrow Agent (the "Title
Commitment"),  together  with  copies  of  instruments  (or  abstracts  of
instruments)  listed  in  the  schedule of exceptions in the Title Commitment.

     6.3         The obligation of Purchaser to consummate its purchase of the
Property  shall  be  subject to Purchaser's being able to acquire title to the
Property  subject  only  to  those matters approved by Purchaser in accordance
with  this  Article  6.

     6.3.1        Ten days prior to the Inspection Contingency Date, Purchaser
shall  deliver  to  Seller  a  written statement of any objections to Seller's
title to the Property and any objections as to matters disclosed by the Survey
or  the  Title  Commitment and Seller shall have a reasonable time thereafter,
not to exceed ten (10) days (the "Cure Notice Period"), within which to advise
Purchaser  in  writing whether Seller elects to cure such matters on or before
the  Closing  Date.

     6.3.2          In  the event that Seller fails to notify Purchaser of its
election to cure such objections within the Cure Notice Period Purchaser shall
have  the  option  (to  be exercised within ten (10) days after the end of the
Cure  Notice Period), to either (i) give Seller written notice of its election
to  terminate  this  Agreement,  in which event Purchaser shall be entitled to
receive  the return of the Deposit and all interest earned thereon from Escrow
Agent,  and thereafter this Agreement shall be null and void and of no further
force  or  effect,  and  neither  Purchaser  nor Seller shall have any further
rights,  duties,  liabilities  or  obligations  to the other by reason hereof,
except  for the Inspection Indemnity, or (ii) waive such objections in writing
to  the  Seller, and thereafter consummate the transaction contemplated herein
without  reduction  of  the Purchase Price.  If Purchaser fails to give timely
notice  of  its  election  of either alternative, Purchaser shall be deemed to
have  elected  the  second  alternative.

     6.3.3          It  shall  be  a  condition precedent to the obligation of
Purchaser  to  consummate  its  purchase of the Property that Seller convey to
Purchaser  good,  marketable  and  insurable  fee-simple  title  to  the Land,
Appurtenants  and Improvements (collectively, the "Real Property"), subject to
the  exceptions  to  title  expressly  approved  by Purchaser in writing on or
before  the  Inspection  Contingency  Date  (collectively,  the  "Permitted
Exceptions");  provided, however, that with respect to any deed of trust, deed
to  secure  debt,  mortgage,  assignment  of  leases,  or  any  other  lien or
encumbrance  securing  money  due,  Seller may cure such exception to title by
agreeing  to  discharge  the  monetary  obligation and obtain a termination or
cancellation  of  the  lien  evidencing  or  securing  said  obligation
contemporaneously  with  the  Closing,  provided  that  Seller  does  in  fact
discharge such monetary obligation and obtain a termination or cancellation of
such lien contemporaneously with the Closing.  The foregoing "cure" provisions
shall  not  apply  to  the  Existing  Loan  (as defined in Section 10.3) being
assumed  by  Purchaser.

ARTICLE  7  -          TIME AND PLACE OF CLOSING, CLOSING COSTS AND POSSESSION

     7.1         The consummation of the transaction contemplated herein shall
take  place  at  the  offices  of  the Escrow Agent, commencing at 10:00 A.M.,
fifteen  (15)  days after the later of Inspection Contingency Date or approval
by  Existing  Lender  (as  defined  in Section 10.3), of Buyer's assumption of
Existing  Loan,  or  such  other  date mutually agreed to by the parties.  The
consummation  of  the  transaction contemplated herein and the day such occurs
are  referred  to  in  this Agreement as the "Closing" and the "Closing Date".

     7.2     As conditions precedent to the obligations of each of the parties
hereto to consummate this transaction, the representations and warranties made
hereunder  by  the  other  party  shall  be,  as of the Closing Date, true and
correct  and  as of the Closing Date there shall have been no material uncured
default  by  such  other  party  with  respect  to  this  Agreement.

     7.3     Seller shall pay the costs incident to this transaction specified
in this Agreement to be paid by Seller, Seller's attorneys' fees, and the cost
of  the  Purchaser's  ALTA  Extended  Coverage  policy  of  title  insurance.
Purchaser  shall  pay the costs incident to this transaction specified in this
Agreement  to  be paid by Purchaser, Purchaser's attorney's fees, and the fees
and  costs  of  assuming  the Existing Loan.  Seller and Purchaser shall share
fees  of  the  Escrow  Agent  equally.

     7.4      Possession of the Property shall be given by Seller to Purchaser
at  Closing  subject  to  the  rights  of  tenants  of  the  Property.

ARTICLE  8  -            ITEMS  TO  BE  DELIVERED  AT  CLOSING

     8.1          At  Closing  Seller agrees to deliver the following items to
Purchaser:

     8.1.1       A duly executed General Warranty Deed in recordable form (the
"Deed"),  of the type customarily used for commercial real estate transactions
in  the State of Colorado, conveying to Purchaser fee simple title to the Real
Property  subject  to  the Permitted Exceptions, special assessments or bonds,
building and zoning regulations, and existing leases and tenancies, whether or
not  of  record.   Buyer shall pay all applicable governmental documentary fee
and  recording  fees in connection with the recording of the Deed and transfer
of  title  to  the  Property.

     8.1.2          A duly executed Bill of Sale, without warranty of title or
fitness  of  use  to  all  Personal  Property,  pursuant  to which Seller will
relinquish,  in  favor of Purchaser, all such Personal Property subject to the
lien  of  personal  property  taxes,  if any, for the fiscal year in which the
Closing  Date  occurs,  and  subject to all other security interests, liens or
other  charges  against  the  Personal  Property,  whether  or  not of record.
Purchaser  shall  pay  for, and shall indemnify and hold Seller harmless from,
any  sales tax due to the State of Colorado, or any local governmental agency,
with  respect to the transfer by Seller to Purchaser of the Personal Property,
and  Purchaser's  obligation  shall  survive  the  Closing.

     8.1.3          A  duly  executed  Assignment (the "Assignment of Leases")
assigning  to  Purchaser  the  Seller's  interest as lessor in the leases with
respect  to the Real Property, including the security and other deposits.  The
Assignment of Leases will contain an assumption by Purchaser of the landlord's
obligations thereunder arising from and after Closing, and will also contain a
cross--indemnity  pursuant  to  which  Seller  will indemnify, defend and hold
Purchaser  harmless  as  respects all tenant claims arising out of occurrences
prior  to  the  Closing  Date, and pursuant to which Purchaser will indemnify,
defend  and  hold  Seller  harmless  as  respects  such  claims arising out of
occurrences  commencing  on  or  after  the  Closing  Date.

     8.1.4          A duly executed Assignment from Seller to Purchaser of all
third-party  warranties  with respect to the Improvements and equipment on the
Real  Property.

     8.1.5        The Assignment of Service Contracts pursuant to which Seller
will  transfer  and  assign  to  Purchaser  all  of its interest in and to the
Service  Contracts which will, in accordance with Section 4.2.1 hereof, remain
in  effect  after  the Closing Date.  The Assignment of Service Contracts will
contain  an assumption by Purchaser of the obligations thereunder arising from
and  after Closing, and will also contain a cross--indemnity pursuant to which
Seller  will  indemnify,  defend  and  hold Purchaser harmless as respects all
claims on account of the Service Contracts arising out of occurrences prior to
the  Closing  Date, and pursuant to which Purchaser will indemnify, defend and
hold  Seller  harmless  as  respects  such  claims  arising out of occurrences
commencing  on  or  after  the  Closing  Date.

     8.1.6       Evidence reasonably acceptable to Purchaser and acceptable to
Escrow  Agent  as  to  the  due  organization  and existence of Seller and, if
necessary,  as to Seller's authority to do business in Colorado and that those
acting for Seller have full authority to execute documents on behalf of Seller
and consummate this transaction in accordance with the terms of this Agreement
as  modified  through  the  Closing.

     8.1.7       A letter to the tenants of the Property (the form and content
of  which  shall  be  approved  by  Purchaser,  whose  approval  shall  not be
unreasonably  withheld),  stating  that the Property and the Security Deposits
have  been conveyed and transferred to Purchaser, and that rent should be paid
to  Purchaser  or  Purchaser's  designated  agent  after  Closing.

     8.1.8      A Certificate that Seller is not a foreign person or entity as
defined  in  the  Internal  Revenue  Code  of  1986, as amended and Income Tax
Regulations;  and  a  Colorado  Form  DR  1083  regarding Seller's Status as a
Colorado  resident.

     8.1.9        A written acknowledgment by any person or entity entitled to
any commissions, fees or payments with respect to the operation, management or
leasing  of  the  Property  as to the termination, effective as of the Closing
Date, of any agency, leasing, management or other similar agreement giving any
right  or  claim  to  such  person  or entity to any such commissions, fees or
payments.

     8.1.10          A  then-current  employee  list.

     8.1.11     A signed certification, attached to a rent roll (current as of
Closing),  which will certify the accuracy of the information contained in the
rent  roll.

     8.1.12      An assignment of all of Seller's right, title and interest in
and to the name "EAGLES LANDING AT CHURCH RANCH APARTMENTS", and an assignment
of  all reports, approvals, claims and other intangible property which pertain
to  the  ownership,  occupancy  and  operation  of the Property, together with
copies  thereof  which  are  in  Seller's  possession.

     8.1.13       All original leases and tenant records, all original Service
Contracts  remaining  in  effect  after the Closing Date, and originals of the
current  real  estate  and  personal  property  tax  bills  for  the Property.

     8.1.14          A  signed  certificate  from Seller stating that Seller's
representations  and warranties made in this Agreement are true and correct as
of  the  Closing  Date.

     8.1.15        An ALTA Extended Coverage Owner's Policy of Title Insurance
for  the Property, with exceptions only for the Permitted Exceptions, and with
coverage  in  the  amount  of  the  Purchase  Price.

     8.1.16          Any  other items or documents required to be delivered by
Seller  pursuant  to  this  Agreement  or  deemed  reasonably  necessary  or
appropriate  by  Purchaser's  and  Seller's  counsel  in  connection with this
transaction.

     8.2        At Closing, Purchaser agrees to deliver the following items to
Seller:

     8.2.1         The Purchase Price in the manner specified in Section 2.1.5
hereof.

     8.2.2      A duly executed Assignment of Leases and Assignment of Service
Contracts.

     8.2.3          Any  other items and documents required to be delivered by
Purchaser  pursuant  to  this  Agreement  or  deemed  reasonably  necessary or
appropriate  by  Purchaser's  and  Seller's  counsel  in  connection with this
transaction.

     8.3          At  Closing,  both parties agree to sign and deliver Closing
Statements  evidencing  the  prorations  between  Seller  and  Purchaser  and
disbursements  made  in  connection  with  this  transaction.

     8.4        The foregoing Deliveries and the Closing shall be accomplished
through  the  Escrow  Agent.

ARTICLE  9  -            PRORATIONS,  SECURITY DEPOSITS, AND OTHER ADJUSTMENTS

     9.1          All items of income and expense with respect to the Property
shall  be  prorated  between Seller and Purchaser at Closing.  Seller shall be
entitled  to  receive  all income from the Property, and shall be obligated to
pay  all  expenses of the Property, for all time periods through and including
the  day prior to the Closing Date, and Purchaser shall be entitled to receive
all  such income and shall be obligated to pay all such expenses commencing on
the  Closing  Date.

     9.2       Except with respect to rent prorations pursuant to Section 9.5,
and  prorations  which  are  incomplete  or  incorrect as the result of mutual
mistake  of  both  parties,  or fraud perpetrated by one party, all prorations
shall  be  final.

     9.3     Real property taxes and personal property taxes shall be prorated
based  on  the  most  recent  tax bills. In addition, any payments received by
Seller  with  respect to any third-party rights or any payments made by Seller
with respect to any rights obtained from any third-party, which pertain to the
ownership and operation of the Property (by way of illustration, only, advance
payments  received  by  Seller on account of laundry-equipment installation on
the  Property, or advance payments made by Seller in connection with rights to
use  adjacent  property),  shall  be pro-rated as between Seller and Purchaser
with  respect to the applicable time period for which such payments were to be
applied,  in  accordance  with  any written agreements with respect thereto as
between  Seller  and  any  such  third  party.

     9.4      At the Closing, Seller shall pay to Purchaser a sum equal to the
aggregate  of  any prepaid rents and the Security Deposits in existence on the
Closing  Date, in the amounts set forth in the rent roll provided to Purchaser
pursuant  to Section 4.1.4, above (without any deduction except for amounts of
delinquent  rent  and amounts paid to refund tenants' security deposits),  and
thereafter  Purchaser shall hold and apply the Security Deposits as the tenant
leases  require.

     9.5      Any rent which is due as of the Closing that is collected during
the  first  30  days  after the Closing by either Seller or Purchaser shall be
allocated, and paid, as between Seller and Purchaser, when received and in the
following order: First to rent which is due and unpaid for the period from the
Closing  Date  to the date of collection, next to rent which is due and unpaid
for  the  remainder of the month following the Closing Date month, and next to
rent  which  is  due and unpaid for any period prior to the Closing Date.  Any
amounts  received  by either party on account of such rents shall be accounted
for, and any monies owed by either party to the other shall be remitted to the
other  party,  within  thirty  (30)  days  of  receipt.

     9.6        The Purchase Price shall be reduced by the outstanding balance
due,  on  the  Closing  Date, of any assessments under any special improvement
district  assessments  or  bonds.

     9.7        At the Closing, any net adjustment in favor of Seller shall be
paid  by  immediately  available  funds,  and  any  net adjustment in favor of
Purchaser  shall  be paid by setoff against the Purchase Price due at Closing.

ARTICLE  10  -          PURCHASER'S  INSPECTIONS  AND  FINANCING

     10.1     For a period of time commencing on the Effective Date and ending
at  5 P.M. MST on  the Inspection Contingency Date (as defined in Section 3.2)
Purchaser  and  its  agents  and  representatives shall be permitted to make a
physical  inspection  of  the Property and an investigation of all records and
financial  data  reasonably  requested  by  Purchaser  pertaining  to Seller's
ownership  and  operation  of  the  Property.    Subject  to  such inspection,
Purchaser  shall  determine  whether  the  physical,  financial,  and  general
condition  of  the  Property  is  in  Purchaser's estimation, satisfactory for
operation  and  ownership  by  Purchaser  in  the  manner  and  on  the  basis
contemplated  by  Purchaser.  If Purchaser, in its sole discretion, determines
that  such  physical,  financial  and general condition of the Property is not
satisfactory,  then  Purchaser  shall  on or before the Inspection Contingency
Date  so  notify  Seller  and  Escrow  Agent  in  writing,  in which event the
provisions of Section 3.2 shall control.   If Purchaser fails to notify Seller
in  writing  on or before the Inspection Contingency Date that the Property is
satisfactory,  Purchaser  shall  be  deemed to have notified Seller and Escrow
Agent  that the Property is satisfactory and that this condition precedent has
been  satisfied.

     10.2          For  the  period  ending  at  5  P.M. MST on the Inspection
Contingency  Date, Purchaser and its agents and representatives shall have the
right  to  review  the  Title  Commitment  and  the  Survey.   Subject to such
inspection,  Purchaser  shall  determine  whether  title  to  the  Property is
satisfactory.   If Purchaser, in its sole discretion, determines that title to
the  Property  is  not  satisfactory,  then  Purchaser  shall on or before the
Inspection  Contingency  Date so notify Seller and Escrow Agent in writing, in
which  event the provisions of Section 3.2 shall control.   If Purchaser fails
to  notify Seller in writing on or before the Inspection Contingency Date that
the  Property  is    satisfactory,  Purchaser shall be deemed to have notified
Seller  and  Escrow  Agent  that  the  Property  is satisfactory and that this
condition  precedent  has  been  satisfied.  Notwithstanding  the  foregoing,
Purchaser's  satisfaction  of  this  condition  precedent  is  subject  to the
Seller's  cure  of  any  of  Purchaser's objections to the condition of title,
within  the  time  period  and  subject  to  all such other terms set forth in
Section  6.3.

     10.3     No later than the Inspection Contingency Date, Purchaser and his
agents  and representatives shall exercise all good faith and due diligence to
obtain  a    written  commitment  from  Allstate  Life  Insurance Company (the
"Existing  Lender")  which  holds  a promissory note in the original principal
balance  of  $11,000,000.00  ("Existing  Loan") which is secured by a mortgage
against  the  Land, Appurtenants and Improvements, to assume said loan.  If by
the  time  of  the  Inspection Contingency Date Purchaser has not obtained the
consent  of  the  Existing  Lender to Buyer's assumption of the Existing Loan,
then  Purchaser shall, on or before the Inspection Contingency Date, so notify
Seller,  in  which  event  the  provisions  of  Section 3.2 shall control.  If
Purchaser  fails  to  so notify Seller on or before the Inspection Contingency
Date, Purchaser shall be  deemed to have notified Seller that it has satisfied
the financing condition set forth in this Section 10.3 and that this condition
precedent  has  been  satisfied.

ARTICLE  11  -          CONDEMNATION

     11.1       If prior to the Closing any part of the Real Property is taken
by  condemnation  or eminent domain or there is a bona fide threat thereof, or
there  is  any taking of land lying in the bed of any street, road, highway or
avenue,  open  or  proposed,  in  front of or adjoining all or any part of the
Land,  then  Purchaser  may,  at its option, terminate this Agreement, (in the
manner as provided for in Section 12.2, below, with Purchaser giving notice to
Seller  within  fifteen  (15)  days  after  Purchaser  is  informed  that  a
condemnation  of  all  or  any  part  of  the  Real  Property  is  taken or is
threatened),  in  which  event the Deposits shall be returned to Purchaser and
thereupon  this  Agreement  shall  be null and void and of no further force or
effect,  and  neither  Purchaser  nor  Seller  shall  have any further rights,
duties, liabilities and obligations to the other by reason thereof, except for
the  Inspection  Indemnity.

     11.2          If this Agreement is not terminated by Purchaser, Purchaser
shall  accept  title to the Property subject to such taking or threat thereof,
in  which  event  at the Closing the proceeds of the award or payment shall be
assigned  by Seller to Purchaser and any moneys theretofore received by Seller
in  connection  with  such  taking  or  threat  thereof  shall be paid over to
Purchaser.

ARTICLE  12  -          CASUALTY  LOSS

     12.1          If,  prior to the Closing Date, there is damage to the Real
Property  by  fire or other casualty, whether or not insured against by Seller
under  its  property  damage  insurance  policy,  Seller  shall  promptly give
Purchaser  notice  of  such  fact,  and if there is $50,000.00 or more of such
damage,  Purchaser  may  elect  to terminate this Agreement within thirty (30)
days  after  receiving  written  notice  from Seller of the occurrence of such
casualty.

     12.2         If pursuant to Section 12.1 Purchaser so elects to terminate
this  Agreement,  it shall give Seller and Escrow Agent written notice thereof
and  the  Deposits and all interest earned thereon shall be returned by Escrow
Agent  to  Purchaser, and upon such return, this Agreement shall terminate and
be  null and void and of no further force or effect, and neither Purchaser nor
Seller  shall  have  any further rights, duties, liabilities or obligations to
the  other  hereunder,  except  for  the Inspection Indemnity.  Failure of the
Purchaser  to so notify Seller within said thirty (30) days that Purchaser has
elected to terminate this Agreement shall be deemed to mean that Purchaser has
not  elected  to  terminate  this  Agreement.

     12.3     If Purchaser does not elect to terminate this Agreement pursuant
to Section 12.1, or if prior to the Closing Date there is less than $50,000.00
of damage to the Real Property by fire or other casualty, this Agreement shall
not terminate, and Purchaser at Closing shall pay the full Purchase Price less
the  amount  of  the  applicable  deductibles  under Seller's hazard insurance
policy, and Purchaser shall receive all insurance proceeds payable as a result
of  such damage to the Property.  In the event there is damage to the Property
which  is  not insured against and Purchaser has not elected to terminate this
Agreement  as  a result of such damage, the Purchase Price shall be reduced by
the  amount  of  such  uninsured  damage.

     12.4          Seller shall not settle any fire or casualty loss claims or
agree  to  any award or payment in condemnation or eminent domain or any award
or payment in connection with the change in grade of any street, road, highway
or  avenue  in respect of or in connection with the Property without obtaining
Purchaser's  prior  consent  in  each  case.

ARTICLE  13  -            REMEDIES

     13.1     Seller's sole remedy for Purchaser's default in consummating the
transaction  contemplated in this Agreement shall be to enforce the payment of
the  Deposits  and all interest earned thereon.  The Deposits and all interest
earned  thereon  shall  constitute  Seller's  liquidated  damages,  it  being
otherwise  difficult  or  impossible  to  estimate  Seller's  actual  damages.
Seller  hereby  waives any right to specific performance, injunctive relief or
other  relief  to  cause  Purchaser  to  perform  its  obligations  under this
Agreement,  or  to  damages in excess of said liquidated damages occasioned by
Purchaser's  default  under  this  Agreement. Seller and Purchaser acknowledge
that  it  is  impossible  to  estimate  the actual damages Seller would suffer
because  of  Purchaser's  default,  but  that  the liquidated damages provided
herein  represent  a reasonable estimate of such actual damages and Seller and
Purchaser  therefore  intend  to  provide  for  liquidated  damages  as herein
provided,  and  that  the  agreed-upon  liquidated damages are not punitive or
penalties and are just, fair and reasonable.  Except for a termination of this
Agreement  which  arises  solely  as the result of the passage of time, Seller
shall  give  Purchase  notice of any default and a reasonable time in which to
cure  such  default  (in  no  event  to  exceed  15  business  days.)

     13.2        If the sale contemplated by this Agreement is not consummated
due  to default of Seller, Purchaser shall have the right to elect as its sole
remedy  either  (i) the termination of this Agreement by giving notice thereof
to  Seller and Escrow Agent and upon such notice the Deposits and all interest
earned  thereon  then  held  by  Escrow  Agent  or Seller shall be returned to
Purchaser  and  thereafter  this  Agreement  shall  be null and void and of no
further  force  or  effect  and  neither  Purchaser  nor Seller shall have any
further  rights,  duties,  liabilities  or  obligations to the other by reason
hereof,  or  (ii)  the  institution  of  a  suit  against  Seller for specific
performance  of  Seller's obligations hereunder or for Purchaser's recovery of
its'  out-of-pocket  expenses  reasonably  incurred  in  connection  with  the
performance  of  the due diligence inspections of the Property and other items
described  hereinabove,  and  in  connection  with  obtaining  the  financing
described  in Section 10.3, above, and Purchaser's reasonable attorneys' fees.
Except  as  set  forth above, in no event shall Seller be liable for any money
damages  to  Purchaser  and  Purchaser  expressly  waives  any  right thereto.

ARTICLE  14  -          ACCESS

     14.1          Purchaser and its agents and representatives shall have the
right  to  enter  upon  the  Real Property at any reasonable time prior to the
Closing  Date  for  any  lawful  purpose  including,  without  limitation,
verifications  of  information,  investigations, tests and studies, and during
such  period  Seller shall furnish to Purchaser all information concerning the
Property  that  Purchaser  may reasonably request.  Purchaser hereby agrees to
indemnify,  defend  and  hold  Seller  harmless  from any damage to persons or
property  occasioned  by  Purchaser's  and  its  agent's  and representative's
actions  on the Real Property pursuant to this Section 14.1, except for damage
or  injury  caused  by  Seller's  negligence  or willful misconduct and damage
resulting  from  Purchaser's  discovery of any information which might have an
adverse  economic  effect on the Real Property (including, but not limited to,
economic damage to the Seller arising from discovery of hazardous materials on
the  Real  Property);  provided,  however, that without Seller's express prior
written  consent  (whose  consent  may  be  withheld  in its absolute and sole
discretion),  Purchaser  shall  not  disclose  to  any third party (other than
Purchaser's  attorneys, appraisers, lenders, prospective investors, and others
as  may  be  required  by  law,  or in any legal proceeding between Seller and
Purchaser with respect to this Agreement and/or the Property), any information
that  is  obtained  or  made  known  to  Purchaser which might have an adverse
economic  effect  on  the  Real  Property, and the obligation and liability of
Purchaser  herein  shall  survive  the  Closing  and  any  termination of this
Agreement.    The  indemnity  set  forth  in  the  previous sentence is herein
referred  to as the "Inspection Indemnity" which shall survive the Closing and
any  termination  of  this  Agreement.

ARTICLE  15  -          LIKE  KIND  EXCHANGES

     15.1        Seller reserves the right to structure its disposition of the
Property, and Purchaser reserves the right to structure its acquisition of the
Property,  as  a  like-kind  exchange pursuant to Section 1031 of the Internal
Revenue  Code,  and  each  of  them  hereby  reserve the right to assign their
respective  rights  (but  not their obligations)  hereunder to an intermediary
party  in  connection with such exchange.  Each party agrees to cooperate with
the  other  in  such  exchange; provided, however, that neither party shall be
obligated  to accept title to any other property other than the Property or to
incur  any  additional  cost,  delay  or  expense in connection with the other
party's  like-kind  exchange.

ARTICLE  16  -          NOTICES

     16.1          All  notices,  demands,  consents,  approvals  and  other
communications  which  are  required or desired to be given by either party to
the  other hereunder shall be in writing and shall be either hand-delivered or
sent by facsimile,  by Federal Express, or by other similar overnight delivery
service,  charges  prepaid,  addressed to the appropriate party at its address
set  forth  below,  or  at  such  other  address as such party shall have last
designated by notice to the other.  Notices, demands, consents, approvals, and
other  communications  shall  be  deemed  given  when  hand-delivered,  upon
transmission  of  a  facsimile  with a receipt from the transmitting facsimile
machine reflecting successful transmission (if sent by facsimile),  or one (1)
business  day  after  being  delivered  to  FedEx or similar overnight courier
service,  as  follows:

To  Purchaser:
-------------
c/o  Jon  H.  Olson
First  Pacific  Investments
One  Sansome  Street,  Suite  1900
San  Francisco,    California  94104
     Telephone:  415-822-6000
Facsimile:  415-822-6111

With  a  copy  to:
Louis  S.  Weller,  Esq.
Weller  &  Drucker  LLP
275  Battery  Street,  27th  Floor
San  Francisco,  California  94111
     Telephone:  415-434-0400
Facsimile:  415-434-0441

To  Seller:
----------
Mr.  Terence  O'Connor
     Eagles  Landing,  LLC
1600  38th  Street,  Suite  203
Boulder,  Colorado    80301
Telephone:  303-443-4575
Facsimile:  303-443-0703

With  a  copy  to:

     Dietze  and  Davis,  PC
2060  Broadway,  Suite  400
Boulder,  Colorado    80302
Attn:    Joel  Davis
Telephone:  303-447-1375
Facsimile:  303-440-9036

To  Escrow  Agent:
-----------------
North  American  Title  Company
     44  Cook  Street,  Suite  300
Denver,  CO  80206
Attn:  _____________
Telephone:  303-333-3064
Facsimile:    303-780-9374

ARTICLE  17  -          BROKERS

     17.1      Seller and Purchaser each hereby represents and warrants to the
other  that  the representing and warranting party has not dealt with any real
estate agent or broker in connection with the transaction contemplated in this
Agreement  except  Jeff  Hawks  and  Doug Andrews of CB Commercial Real Estate
Group,  Inc.  (hereinafter referred to as the "Broker").  The Broker has acted
as  agent  for  Seller,  and  not  Purchaser,  and is to be paid a real estate
commission  by  Seller in the amount of one and one-half percent (1.5%) of the
Purchase Price, but only in the event that the transaction contemplated herein
is closed and consummated.  Broker joins in the execution of this Agreement to
acknowledge and agree to the terms and provisions of this Section 17.1, and to
acknowledge and agree that this Agreement may be amended without the necessity
of  Broker  joining  in  the  execution  of  such amendment provided that such
amendment  in no form or fashion varies or changes Broker's entitlement to its
real  estate commissions as herein provided.  Seller and Purchaser each hereby
represents and warrants to the other that, except as set forth in the previous
portion  of  this  Section  17.1,  the warranting party is not paying any real
estate  commission,  fee or compensation to any real estate agent or broker in
connection  with  the  transaction  contemplated  in  this  agreement.

     17.2         Seller hereby agrees to indemnify, defend and hold Purchaser
harmless  from  and  against  any  claim  for  real estate commission or other
compensation  made  by  the  Broker.

     17.3         In the event any other claim(s) for real estate commissions,
fees  or  compensation arise in connection with this transaction, the party so
incurring  or  causing  such  other  claim(s) shall indemnify, defend and hold
harmless  the  other  party  from  any  loss  or damage which said other party
suffers  because  of  said  other  claim(s).

ARTICLE  18  -            MISCELLANEOUS

     18.1          This Agreement constitutes the entire Agreement between the
parties  and  cannot  be changed or modified other than by a written agreement
executed  by  both  parties.

     18.2     The provisions of this Agreement shall extend to, bind and inure
to  the  benefit  of  the  parties  hereto  and  their  respective  personal
representatives,  heirs,  successors,  and  assigns.

     18.3          Notwithstanding  any  provisions  to  the contrary, whether
expressed  or implied, Purchaser shall have the right to assign this Agreement
to  any  person  and  Seller  shall  accept  the  performance  of  Purchaser's
obligations  hereunder  by any such assignee or assignees;  provided that such
assignee  is  an  entity  controlled  by  Purchaser  or  otherwise  possesses
substantially  equal  or  greater  financial strength as Purchaser or has been
pre-approved  by  the  Existing  Lender  to assume obligations of the Existing
Loan.    If  this  Agreement  is  assigned, any reference in this Agreement to
Purchaser  shall  thereafter be deemed to refer to such assignee or assignees.

     18.4       The provisions of this Agreement shall survive the Closing and
the  delivery of the Deed.  Seller shall, at or after the Closing, and without
further consideration execute, acknowledge and deliver to Purchaser such other
documents  and  instruments,  and  take such other actions, as Purchaser shall
reasonably  request  or  as  may  be necessary more effectively to transfer to
Purchaser  the  Property  in  accordance  with  this  Agreement.

     18.5      The Purchaser reserves the right to waive, in whole or in part,
any  provision  hereof which is for the benefit of Purchaser, all such waivers
are  only  effective  if  in  writing  delivered  to  Seller.

     18.6          Irrespective of the place of execution or performance, this
Agreement  shall  be  governed by and construed in accordance with the laws of
the  State  of  Colorado.

     18.7       Venue for any legal proceeding which is commenced with respect
to  this  Agreement, or the subject matter contained herein shall be commenced
in  the  courts  of  the  State  of  Colorado.

     18.8          This  Agreement  shall  be  construed without regard to any
presumption  or  other  rule  requiring construction against the party causing
this  Agreement  to  be  drafted.

     18.9          If  any  words or phrases in this Agreement shall have been
stricken  out  or  otherwise  eliminated,  whether  or  not any other words or
phrases  have been added, this Agreement shall be construed as if the words or
phrases  so  stricken  out or otherwise eliminated were never included in this
Agreement  and  no  implication or inference shall be drawn from the fact that
said  words  or  phrases  were  so  stricken  out  or  otherwise  eliminated.

     18.10       All terms and words used in this Agreement, regardless of the
number  or gender in which they are used, shall be deemed to include any other
number  and  any  other  gender  as  the  context  may  require.

     18.11          Time is of the essence of this Agreement and each term and
provision  hereof.

     18.12         In the event of any litigation between Seller and Purchaser
concerning the subject matter of this Agreement, the prevailing party shall be
paid  by  the  non-prevailing  party  all  its  costs and expenses, including,
without  limitation,  actual  attorney's  fees  and  reasonable costs incurred
incident  to  such  litigation.

     18.13        This Agreement may be executed in more than one counterpart,
each  of which shall be deemed an original, but all together shall be only one
document.    Signatures  to  this  Agreement  may  be  delivered  by facsimile
transmission which transmission copy shall be considered an original and shall
be  binding  and  enforceable  against  the  parties.

     18.14      The captions of this Agreement are inserted for convenience of
reference  only  and  do  not define, describe or limit the scope or intent of
this  Agreement  or  any  term  hereof.

     18.15        If the time period for the performance of any act called for
under  this  Agreement expires on a Saturday, Sunday or any other day on which
banking  institutions  in Colorado are authorized by law or executive order to
close  (a  "Holiday),  the  act  in  question  may  be  performed  on the next
succeeding  day  that  is  not  a  Saturday,  Sunday  or  Holiday.

     xxxxxxxxxxxxxxx

     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  on  the  date which is the second of the dates set forth below
that  this  Agreement  has  been  signed  by  Purchaser  or  Seller.

     SELLER:
Date:    March  ___,  1998                    EAGLES  LANDING,  LLC
     a  Colorado  limited  liability  company

     By:  ____________________
     Terence  J.  O'Connor
Manager

     PURCHASER:
Date:    March  ___.  1998

     ________________________
Jon  H.  Olson

     BROKER:
Date:    March  ___.  1998               CB COMMERCIAL REAL ESTATE GROUP, INC.


     By:
                                                   Name:
                                                                   Title:

North  American Title Company joins in the execution of this Agreement for the
purpose  of  acknowledging  the  agreement  as  to  the escrow of the Deposit.

     ESCROW  AGENT:
NORTH  AMERICAN  TITLE  COMPANY  OF  COLORADO


     By:
                                                   Name:
                                                                   Title:




     EXHIBIT  "A"
     (Legal  Description)