purchaseandsaleagt.htm


    PURCHASE
      AND SALE AGREEMENT

    


    


    THIS
      PURCHASE AND SALE
      AGREEMENT ("Agreement") is made between CHIMNEY SQUARE, L.P., a
      Texas limited partnership (the "Seller") and DONALD BUMPUS, TRUSTEE OF
      THE BUMPUS FAMILY TRUST DATED OCTOBER 30, 1989 (the
      "Purchaser").

    


    In
      consideration of the mutual
      covenants and representations herein contained, Seller and Purchaser agree
      as
      follows:

    


    1.

    PURCHASE
      AND SALE

    


    1.1           Purchase
      and Sale.  Subject to the terms and conditions of this
      Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser
      hereby agrees to purchase from Seller, the following described property (herein
      collectively called the "Property"):

    


    
      	
               

            	
              (a)

            	
              Land.  That
                certain tract of land (collectively, the "Land") situated in
                Abilene, Taylor County, Texas, being more particularly described
                on
                Exhibit "A" attached hereto and incorporated herein by
                reference;

            


    

    


    
      	
               

            	
              (b)

            	
              Improvements.  All
                improvements on the Land, consisting of an apartment community and
                related
                amenities commonly known to Seller as "Chimney Square" (the
                "Improvements");

            


    

    


    
      	
               

            	
              (c)

            	
              Leases.  All
                leases (the "Leases") of any portion of the Improvements, and all
                tenant, pet or other security deposits collected from any tenants
                as
                provided for under the Leases and not previously applied by Seller
                as
                provided in the Leases;

            


    

    


    
      	
               

            	
              (d)

            	
              Tangible
                Personal Property.  All appliances, fixtures,
                equipment, machinery, furniture, carpet, drapes, keys and other personal
                property, if any, owned by Seller and located on or about the Land
                and
                Improvements and used exclusively in the operation and maintenance
                thereof
                (the "Tangible Personal
                Property").

            


    

    


    
      	
               

            	
              (e)

            	
              Intangible
                Property.  All of Seller's right, title and
                interest in all intangible property (the "Intangible Property"), if
                any, pertaining to the Land, the Improvements, or the Tangible Personal
                Property or the use thereof, including without limitation, transferable
                telephone exchange numbers, transferable service contracts (the
                "Contracts") which Purchaser elects in writing during the
                Inspection Period to assume, transferable warranties (the
                "Warranties"), transferable licenses or permits, tradenames, and
                all plans and specifications, floor plans and landscape plans in
                the
                possession of Seller;

            


    

    


    
      	
               

            	
              (f)

            	
              Easements.  All
                easements, if any, benefiting the Land or the Improvements (the
                "Easements"); and

            


    

    


    
      	
               

            	
              (g)

            	
              Rights
                and Appurtenances.  All of Seller's right, title
                and interest in all rights and appurtenances, if any, pertaining
                to the
                foregoing, including any right, title and interest of Seller in and
                to
                adjacent streets, alleys or rights-of-way (the "Rights and
                Appurtenances").

            


    

     

    
 

    
      
         

      

      
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    2.

    PURCHASE
      PRICE

    


    2.1           Purchase
      Price.  The purchase price (the "Purchase Price")
      for the Property shall be SIX MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100
      DOLLARS ($6,250,000.00) and shall be paid by Purchaser to Seller in immediately
      available funds at the Closing.

    


    3.

    EARNEST
      MONEY

    


    3.1           Earnest
      Money.  Purchaser shall deliver to the Title Company (as
      defined in Section 6.1) within two (2) business days following delivery
      to Purchaser of an executed counterpart of this Agreement to the Title Company
      by Seller and Purchaser, the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS
      ($200,000.00) by wire transfer of immediately available funds (the "Earnest
      Money"). The Earnest Money shall be invested by the Title Company in a
      short-term interest-bearing account at a financial institution acceptable to
      Seller and Purchaser insured by the Federal Deposit Insurance
      Corporation.  Seller shall have the right and option of terminating
      this Agreement if the Earnest Money is not delivered to the Title Company within
      the time limits set forth above.  The interest derived from investment
      of the Earnest Money shall be added to and become a part of the Earnest Money
      and shall be disbursed by the Title Company to the party who is entitled to
      receive the Earnest Money in accordance with the applicable provisions hereof.
      If this Agreement is not terminated by Purchaser during the Inspection Period
      pursuant to Sections 4.1, 4.2 or 4.4 below, upon expiration of the
      Inspection Period (i) the Earnest Money plus the accrued interest thereon shall
      be deemed earned by Seller and become non-refundable to Purchaser under all
      event and circumstances except for a subsequent default by Seller under this
      Agreement in which event the Earnest Money shall be refundable to Purchaser
      pursuant to Section 8.1 below, and (ii) Seller and Purchaser hereby
      authorize, direct and instruct the Title Company to disburse the Earnest Money
      plus the accrued interest thereon to Seller. After the Earnest Money is
      disbursed to Seller, Seller may use the Earnest Money in its discretion, subject
      to the provisions of this Agreement. At no time shall Seller be obligated to
      pay, account for, or accrue for the benefit of Purchaser any interest or other
      sum on any portion of the Earnest Money held by Seller. Seller may commingle
      the
      Earnest Money held by Seller with Seller funds and shall not be obligated to
      hold any portion of the Earnest Money in a segregated or trust account. If
      the
      sale of the Property is consummated pursuant to the terms of this Agreement,
      the
      Earnest Money shall be applied by Seller to the payment of Purchase Price at
      the
      Closing.  If Purchaser is entitled to the return of the Earnest Money
      in accordance with the terms of this Agreement, the Earnest Money shall be
      returned to Purchaser upon satisfaction of the conditions set forth in
Section 10.12 below.

    


    4.

    SURVEY,
      TITLE AND CONDITIONS TO CLOSING

    


    4.1           Survey.  Within
      five (5) days from the Effective Date, Seller will deliver to Purchaser a copy
      of the latest survey of the Land and Improvements in Seller's possession. (the
      "Survey").  After the Effective Date, Purchaser may, at
      Purchaser's expense, obtain a new or updated survey of the property (the
      "Survey"). Purchaser shall cause the certification on any Survey obtained
      by Purchaser to be addressed to include Seller. Purchaser shall also promptly
      deliver to Seller and Seller's counsel a copy of any Survey obtained by
      Purchaser. If the Survey shows any easement, right-of-way, encroachment,
      conflict, protrusion or other matter affecting the Property that is unacceptable
      to Purchaser, Purchaser shall prior to expiration of the Inspection Period
      (as
      hereinafter defined), notify Seller in writing of such fact and the reasons
      therefor (the "Purchaser's Survey Objections").  If Purchaser
      fails to notify Seller of any such Purchaser's Survey Objections and the reasons
      such items are unacceptable to Purchaser, upon the expiration of the Inspection
      Period, Purchaser shall be deemed to have accepted the form and substance of
      the
      Survey and all matters shown thereon and such matters shall be included in
      the
      term "Permitted Encumbrances."  Notwithstanding anything to the
      contrary contained herein, Seller shall have no obligation to bring any action
      or proceeding or otherwise to incur any expense whatsoever to eliminate or
      modify any of the Purchaser's Survey Objections.  If Seller is unable
      or unwilling to eliminate or modify or commit in writing to so eliminate or
      modify prior to Closing the Purchaser's Survey Objections to the reasonable
      satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy)
      (i)
      terminate this Agreement by notice in writing to Seller prior to the expiration
      of the Inspection Period, or (ii) may accept such title to the Property as
      Seller can deliver without any reduction in Purchase Price, in which event
      such
      uncured Purchaser's Survey Objections shall be included in the term "Permitted
      Encumbrances."  If Purchaser does not elect to terminate this
      Agreement within the period described in the immediately-preceding sentence,
      Purchaser shall be deemed to have accepted the form and substance of the Survey
      and all uncured matters shown thereon (including, without limitation, the
      Purchaser's Survey Objections) and such matters shall be included in the term
      "Permitted Encumbrances."  In the event of a termination pursuant to
      this Section 4.1, the parties shall have no further rights or obligations
      hereunder and the Earnest Money shall be returned to Purchaser upon satisfaction
      of the conditions set forth in Section  10.12
      hereof.

     

     

    
      
         

      

      
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    4.2           Owner's
      Title Policy Commitment.  Seller shall obtain and deliver
      to Purchaser, within ten (10) days after the Effective Date, a commitment for
      an
      Owner's policy of title insurance (herein called the "Title Commitment")
      issued by the Title Company, showing title to the Property in its present status
      and committing to issue an Owner's title policy to Purchaser at the Closing,
      together with the best available copies of all documents listed as exceptions
      in
      the Title Commitment.  If any exceptions appear in the Title
      Commitment that affect the Property and that are unacceptable to Purchaser,
      Purchaser shall prior to the expiration of the Inspection Period, notify Seller
      in writing of such fact and the reasons therefor (the "Purchaser's Title
      Objections"). If Purchaser fails to notify Seller of any such Purchaser's
      Title Objections and the reasons such objections are unacceptable to Purchaser,
      upon the expiration of the Inspection Period, Purchaser shall be deemed to
      have
      accepted all exceptions to title and all other matters shown on the Title
      Commitment and all such exceptions and all other matters shown on the Title
      Commitment shall be included in the term "Permitted
      Encumbrances."  Notwithstanding anything to the contrary contained
      herein, Seller shall have no obligation to bring any action or proceeding or
      otherwise to incur any expense whatsoever to eliminate or modify Purchaser's
      Title Objections; provided, however, Seller shall be obligated to satisfy or
      discharge any monetary lien or encumbrance for a liquidated amount affecting
      the
      Property created by, through, or under Seller, except for the liens to be
      assumed by Purchaser as a part of the Purchase Price.  If Seller is
      unable or unwilling to eliminate or modify or commit in writing to so eliminate
      or modify prior to Closing Purchaser's Title Objections to the reasonable
      satisfaction of Purchaser, other than as set forth above, Purchaser may (as
      its
      sole and exclusive remedy) (i) terminate this Agreement by giving notice in
      writing to Seller prior to the expiration of the Inspection Period, or (ii)
      accept such title as Seller can deliver without any reduction in Purchase Price,
      in which event, such uncured Purchaser's Title Objections shall be included
      in
      the term "Permitted Encumbrances."  If Purchaser does not elect to
      terminate this Agreement within the period described in the immediately
      preceding sentence, Purchaser shall be deemed to have accepted all then uncured
      exceptions to title and all such exceptions and matters shall be included in
      the
      term "Permitted Encumbrances."  In the event of a termination pursuant
      to this Section 4.2, the parties shall have no further rights or
      obligations hereunder and the Earnest Money shall be returned to Purchaser
      upon
      satisfaction of the conditions set forth in Section 10.12
      hereof.  The term "Permitted Encumbrances" as used herein
      includes: (i) any easement, right-of-way, encroachment, conflict, discrepancy,
      overlapping of improvements, protrusion, lien, encumbrance, restriction,
      condition, covenant or other matter with respect to the Property that is
      reflected or addressed on the Survey or the Title Commitment to which Purchaser
      fails to timely object pursuant to Sections 4.1 and 4.2 of this
      Agreement, (ii) any of Purchaser's Survey Objections or Purchaser's Title
      Objections that remain uncured, other than set forth above, for whatever reason,
      at the Closing Date, and (iii) the rights of parties claiming under the
      Leases.

    


    4.3           Delivery
      of Information.  Within five (5) days from the Effective
      Date, Seller shall furnish or cause to be furnished to Purchaser, to the extent
      such items are within Seller's possession and to the extent such items have
      not
      previously been furnished to Purchaser, copies of all items listed on Exhibit
      "B" hereto (the "Delivery Items").  PURCHASER ACKNOWLEDGES
      THAT THE DELIVERY ITEMS AND ANY INFORMATION CONTAINED THEREIN AND ANY REPORTS
      OR
      OTHER INFORMATION SUBSEQUENTLY PROVIDED BY SELLER OR SELLER'S AGENTS ARE
      PROVIDED BY SELLER TO PURCHASER AS A COURTESY AND, EXCEPT AS EXPRESSLY SET
      FORTH
      IN THIS AGREEMENT, SELLER HAS NOT VERIFIED THE ACCURACY OF ANY INFORMATION
      IN
      THE DELIVERY ITEMS OR REPORTS OR OTHER INFORMATION AND THE DELIVERY OF SUCH
      REPORTS OR INFORMATION BY SELLER DOES NOT CONSTITUTE A REPRESENTATION OF ANY
      KIND (EXPRESSED OR IMPLIED) BY SELLER OF THE TRUTH, ACCURACY OR COMPLETENESS
      OF
      SUCH INFORMATION AND PURCHASER AGREES TO LOOK TO ITS OWN INSPECTIONS AND STUDIES
      TO DETERMINE SUCH MATTERS.  Purchaser may request from Seller, from
      time to time during the pendency of this Agreement, but not more often than
      monthly, financial reports regarding the operation of the Property in the form
      produced by the software system used by Seller's management
      company.  Seller will instruct its management company to promptly
      provide such information and reports to Purchaser.  Purchaser
      acknowledges and agrees that all information obtained from such material is
      confidential and Purchaser agrees to keep such information confidential and
      to
      prevent its dissemination except to persons or entities or agents of Purchaser
      who are assisting Purchaser in connection with this
      transaction.  Seller agrees as a courtesy to Purchaser to cooperate
      with Purchaser by making available to Purchaser, either at the Property or
      at
      Seller's offices, any other information in Seller's possession relating to
      the
      Property.

     

     

    
      
         

      

      
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    4.4           Inspection.  Purchaser
      may inspect:  (i) the Property, (ii) all financial records pertaining
      to the Property, (iii) all contracts, if any, in the possession of Seller or
      its
      management company, pertaining to the Property as of the Effective Date of
      this
      Agreement including, but not limited to, the Leases, management contracts,
      service contracts, equipment leases and maintenance contracts, (iv) all
      warranties, if any, regarding the Property as of the date of this Agreement,
      in
      the possession of Seller or its management company, (v) copies of the as-built
      plans and specifications for the Property, if any, in the possession of Seller
      or its management company, and (vi) copies of all permits or licenses issued
      by
      any governmental authorities or utility companies in connection with the
      occupancy and use of the Improvements, including certificates of occupancy,
      if
      any, in the possession of Seller or its management company, at any reasonable
      time during business hours beginning on the Effective Date and ending 5:00
      p.m.,
      Abilene, Texas time, twenty-one (21) days after the date Seller provides
      Purchaser the Delivery Items pursuant to Section 4.3 above (the
      "Inspection Period"); provided that (i) the Property is not damaged by
      Purchaser, (ii) the Property is left in as good a condition as which Purchaser
      found the Property, (iii) no tenant of Seller is unreasonably disturbed, (iv)
      no
      employee, independent contractor or representative of Seller is interfered
      with
      or harassed, and (iv) such inspection does not interfere with Seller's operation
      of the Property. All Leases and lease files and other contracts, to the extent
      not delivered to Purchaser as a part of the Delivery Items, will be made
      available for Purchaser's inspection at the Property. For purposes of this
      Agreement and the determination of the expiration of the Inspection Period,
      Seller shall have been deemed to have provided the Delivery Items to Purchaser
      on the date Seller deposits the Delivery Items with a national overnight courier
      service to be sent to Purchaser for next business day delivery addressed to
      Purchaser at the address set forth in Section 10.1 below. The inspection
      rights afforded herein are expressly made subject to the rights of tenants
      under
      the Leases.  All inspection fees, appraisal fees, engineering fees and
      other expenses of any kind incurred by Purchaser relating to the inspection
      of
      the Property will be solely at Purchaser's expense.  Seller shall
      cooperate with Purchaser in all reasonable respects in making such inspections;
      however, Seller shall not be required to spend any sums to cooperate with
      Purchaser.  Seller hereby reserves the right to have a representative
      of Seller present at the time any such inspection is made.  Purchaser
      shall notify Seller not less than forty-eight (48) hours in advance of and
      shall
      obtain the tenant's consent prior to making any inspection of the interiors
      of
      occupied units of the Property.  Purchaser shall notify Seller not
      less than twenty-four (24) hours in advance of making any inspection of the
      interiors of unoccupied units of the Property.  In making any
      inspection hereunder, Purchaser will treat and will cause any representative
      of
      Purchaser to treat all information obtained by Purchaser pursuant to the terms
      of this Agreement and the examinations, studies, reports and inspections
      conducted by or on behalf of Purchaser with respect to the Property confidential
      as information and Purchaser agrees to keep such information confidential and
      to
      prevent its dissemination except that Purchaser may disclose such information
      to
      its agents and contractors assisting Purchaser in its
      inspections.  PURCHASER AGREES TO INDEMNIFY, DEFEND, PROTECT, SAVE AND
      HOLD SELLER, ITS PARTNERS, TENANTS, CONTRACTORS, OFFICERS, DIRECTORS, EMPLOYEES,
      ATTORNEYS, MANAGERS, REPRESENTATIVES AND AGENTS HARMLESS FROM AND AGAINST ANY
      AND ALL INJURIES, LOSSES, LIENS, SUITS, CAUSES OF ACTION, CLAIMS, JUDGMENTS,
      LIABILITIES, COSTS, EXPENSES OR DAMAGES (INCLUDING ATTORNEY'S FEES AND EXPENSES
      AND COURT COSTS INCURRED IN CONNECTION WITH ENFORCING THIS INDEMNITY OR OPPOSING
      ANY SUCH CLAIMS, INJURIES, LOSSES OR DAMAGES) SUSTAINED BY OR THREATENED AGAINST
      SELLER WHICH RESULT FROM OR ARISE OUT OF ANY INSPECTIONS BY PURCHASER OR ITS
      AUTHORIZED REPRESENTATIVES PURSUANT TO THIS AGREEMENT OR PURCHASER'S OR ITS
      AUTHORIZED REPRESENTATIVES ENTRY ON THE PROPERTY PRIOR TO THE CLOSING, WHICH
      OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE CLOSING
      OF
      TRANSACTION EVIDENCED BY THIS AGREEMENT.  If Purchaser determines for
      any reason that the Property is deficient for its intended use by Purchaser
      in
      any respect, in Purchaser's sole and absolute discretion, Purchaser may elect
      to
      terminate this Agreement by delivering written notice thereof to Seller prior
      to
      the expiration of the Inspection Period; in which event, Purchaser shall deliver
      to Seller and any and all documents furnished to Purchaser in Section 4.3
      above.  Except as hereinafter provided, Purchaser acknowledges that
      Seller has no obligation whatsoever to undertake any remedial work or other
      curative action as a result of Purchaser's inspections.  If Seller
      receives timely notice of termination pursuant to this Section 4.4,
      except for obligations which survive such termination as expressly set forth
      herein (including, without limitation, the delivery of the information furnished
      pursuant to Section 4.3 above to Seller and the indemnity obligations of
      Purchaser), the parties shall have no further rights or obligations hereunder
      and the Earnest Money shall be returned to Purchaser upon compliance with the
      conditions set forth in Section 10.12 hereof.  If Purchaser
      fails to terminate this Agreement pursuant to this Section 4.4, then upon
      expiration of the Inspection Period Purchaser shall be deemed to have accepted
      the condition of the Property and Purchaser shall have no further right to
      terminate this Agreement and receive a return of the Earnest Money except
      pursuant to the provisions of Sections 7.1, 7.2 and 8.1 of this
      Agreement.

    


    4.5           Property
      Information from Seller's Agents.  Subsequent to the
      Effective Date of this Agreement, Purchaser may request from Seller's agents
      (broker, property manager, contractors, or similar individuals or entities
      engaged by Seller relating to or involving the Property) information or opinions
      regarding the Property or some aspect of the Property, its history, operation,
      reports, condition or prospects for future use or development by
      Purchaser.  While Seller is willing to cooperate with Purchaser, and
      Seller as a courtesy to Purchaser has instructed its agents and contractors
      to
      cooperate with Purchaser, such information or opinions are provided to Purchaser
      as a courtesy only and SELLER IS UNWILLING TO SELL THE PROPERTY UNLESS SELLER
      IS
      RELEASED, AND SELLER IS HEREBY RELEASED, FROM LIABILITY BY PURCHASER FOR (i)
      STATEMENTS OR OPINIONS MADE BY OR INFORMATION FURNISHED BY SELLER'S AGENTS
      UNLESS THE INFORMATION OR OPINIONS ARE EXPRESSLY INCORPORATED AS SELLER
      REPRESENTATIONS INTO THE CLOSING DOCUMENTS EXECUTED BY SELLER OR EXPRESSLY
      SET
      FORTH IN THIS AGREEMENT, OR (ii) INFORMATION WITHHELD BY SELLER'S AGENTS UNLESS
      SUCH INFORMATION WAS WITHHELD AT THE EXPRESS DIRECTION OF THE GENERAL PARTNER
      OF
      SELLER.

     

     

    
      
         

      

      
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    5.

    NO
      REPRESENTATIONS OR WARRANTIES BY SELLER

    


    5.1           Disclaimer
      of Warranties.  Purchaser hereby represents, agrees and
      acknowledges that:

    


    (i)           Purchaser
      is purchasing the Property, and the Property shall be conveyed and transferred
      to Purchaser, "AS IS, WHERE IS, AND WITH ALL FAULTS" and specifically and
      expressly without any warranties, representations, or guarantees, either express
      or implied, of any kind, nature, or type whatsoever from or on behalf of Seller
      except as expressly incorporated as Seller representations set forth the Closing
      Documents executed by Seller or in this Agreement.  Purchaser further
      acknowledges and agrees there are no oral agreements, warranties or
      representations collateral to or affecting the Property by Seller, any agent
      of
      Seller or any third party.  The terms and provisions of this
Section 5.1 shall expressly survive the Closing, not merge with the
      provisions of any Closing Documents, and shall be specifically incorporated
      into
      the Deed.  Seller is further not liable or bound in any manner by any
      oral or written statements, representations or information pertaining to the
      Property furnished by any real estate broker, agent, employee, servant or other
      person, unless the same are expressly incorporated as Seller representations
      in
      the Closing Documents executed by Seller or this Agreement.  Purchaser
      acknowledges that it has not relied, and is not relying, on any information,
      document, sales brochures, or other literature, maps or sketches, projection,
      pro forma, statement, representation, guarantee, or warranty (whether express
      or
      implied, or oral or written, or material or immaterial) that may have been
      given
      by, or made by, or on behalf of, Seller unless expressly incorporated as Seller
      representations in the Closing Documents executed by Seller or this
      Agreement.  Purchaser further acknowledges that, except as
      incorporated as Seller representations in the Closing Documents executed by
      Seller or this Agreement, Seller has not made independent investigation as
      to
      the accuracy or completeness of, the methods used to compile, or the
      qualifications of any person preparing any information or documents provided
      by
      Seller to Purchaser with respect to the Property or this Agreement.

    


    (ii)           Purchaser
      shall not be entitled to, and should not rely on, Seller or Seller's agents
      as
      to (A) the quality, nature, adequacy, or physical condition of the Property
      including, but not limited to, the structural elements, foundation, roof,
      appurtenances, access, landscaping, parking facilities, or the electrical,
      mechanical, HVAC, plumbing, sewage or utility systems, facilities or appliances
      at the Property, if any; (B) the quality, nature, adequacy, or physical
      condition of soils or the existence of ground water at the Property; (C) the
      existence, quality, nature, adequacy, or physical condition of any utilities
      serving the Property; (D) the development potential of the Property, its
      habitability, merchantability or fitness, suitability, or adequacy of the
      Property for any particular purpose; (E) the zoning or other legal status of
      the
      Property; (F) the Property's or its operations' compliance with any applicable
      codes, laws, regulations, statutes, ordinances, covenants, conditions, or
      restrictions of any governmental or quasi-governmental entity, or of any other
      person or entity; (G) the quality of any labor or materials relating in any
      way
      to the Property; (H) the condition of title to the Property, or the nature,
      status and extent of any right-of-way, lease, right of redemption, possession,
      lien, encumbrance, license, reservations, covenant, condition, restriction,
      or
      any other matter affecting title to the Property; or (I) the accuracy of the
      Survey, or any update thereof, or the depiction of any improvement or other
      matter thereon.

    


    (iii)  UNLESS
      EXPRESSLY
      INCORPORATED AS SELLER REPRESENTATIONS IN THE CLOSING DOCUMENTS EXECUTED BY
      SELLER OR THIS AGREEMENT, SELLER HAS NOT, DOES NOT, AND WILL NOT, WITH RESPECT
      TO THE PROPERTY, MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,
      OR
      ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY
      OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR USE,
      OR
      WITH RESPECT TO THE VALUE, PROFITABILITY, OR MARKETABILITY OF THE
      PROPERTY.

     

     

    
      
         

      

      
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    (iv)                      UNLESS
      EXPRESSLY INCORPORATED AS SELLER REPRESENTATIONS IN THE CLOSING DOCUMENTS
      EXECUTED BY SELLER OR THIS AGREEMENT, SELLER HAS NOT, DOES NOT, AND WILL NOT,
      MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY
      ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS,
      ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO
      THE
      HANDLING, GENERATING, TREATING, STORING, OR DISPOSING OF ANY HAZARDOUS WASTE
      OR
      SUBSTANCE;

    


    (v)           Purchaser
      has had and will have, pursuant to this Agreement, an adequate opportunity
      to
      make such legal, factual, and other inquiries and investigations as it deems
      necessary, desirable, or appropriate with respect to the
      Property.  PURCHASER EXPRESSLY ACKNOWLEDGES THAT IT IS SPECIFICALLY
      RELYING UPON SUCH INSPECTIONS AND INVESTIGATIONS IN MAKING ITS DETERMINATION
      TO
      ACQUIRE THE PROPERTY.  Purchaser further acknowledges that it is
      relying upon the conclusions and advice of its own experts, consultants and
      professionals in evaluating the feasibility and desirability of the Property
      for
      Purchaser's use, and that the availability of the rights to investigate and
      inspect the Property, and Purchaser's corresponding reliance upon the results
      of
      such investigations and inspections, were a material factor in the determination
      of the purchase price for the Property.  Such inquiries and
      investigations of Purchaser shall be deemed to include, but shall not be limited
      to, any leases and contracts pertaining to the Property, the physical components
      of all portions of the Property, the condition of the Property, the existence
      of
      any wood-destroying organisms on the Property, such state of facts as an
      accurate survey and inspection would show, the present and future zoning
      ordinances, resolutions, and regulations of the city, county, and state where
      the Property is located, and the value and marketability of the
      Property.  Purchaser further acknowledges and agrees that upon Closing
      Purchaser shall assume the risk that adverse matters, including, but not limited
      to, adverse physical and environmental conditions, may not have been revealed
      by
      Purchaser's inquiries and inspections; and

    


    (vi)                      Without
      in any way limiting the generality of the preceding subparagraphs (i) through
      (v), Purchaser specifically acknowledges and agrees that it hereby waives,
      releases, and discharges any claim it has, might have had, or may have against
      Seller, its partners, employees, agents, officers, successors and assigns
      (including any actual or potential claim against Seller, its partners,
      employees, agents, officers, successors and assigns based upon contractual
      and/or statutory actions for contribution or indemnity) with respect to the
      condition of the Property, either patent or latent, its ability or inability
      to
      obtain or maintain either temporary or final certificates of occupancy, or
      other
      licenses for the use or operation of the Property and/or certificates of
      compliance for the Property, the actual or potential income or profits to be
      derived from the Property, the real estate taxes or assessments now or hereafter
      payable thereon, the compliance with any environmental protection, pollution
      or
      land use laws, rules, regulations, or requirements, and any other state of
      facts
      which exist with respect to the Property, except if such claims are based upon
      a
      breach of Seller's representations expressly set forth in this Agreement or
      in
      the Closing Documents to be executed by Seller. SUCH WAIVER, RELEASE AND
      DISCHARGE OF SELLER, ITS PARTNERS, EMPLOYEES, AGENTS, OFFICERS, SUCCESSORS
      AND
      ASSIGNS FOR ACTUAL OR POTENTIAL CLAIMS SHALL ALSO INCLUDE ANY ACTUAL OR
      POTENTIAL CLAIMS BASED ON SELLER'S NEGLIGENCE IN WHOLE OR IN PART OR BASED
      ON
      STRICT LIABILITY.

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    6.

    CLOSING

    


    6.1           Closing.  The
      Closing ("Closing") shall be held at the offices of Chicago Title
      Insurance Company, 2001 Bryan Street, Suite 1700, Dallas, Texas 75201, Attn:
      Joycelyn Armstrong (the "Title Company") at 10:00 a.m., on or before
      sixty-five (65) days after the Effective Date.

    


    6.2           Seller's
      Obligations at Closing.  At Closing, Seller shall deliver
      to Purchaser the following documents:

    


    
      	
               

            	
              (a)

            	
              Deed.  Special
                Warranty Deed (the "Deed") executed by Seller conveying the Land
                and Improvements to Purchaser subject to no exceptions other than
                the
                Permitted Encumbrances, in the form attached to this Agreement as
                Exhibit "C";

            


    

    


    
      	
               

            	
              (b)

            	
              Bill
                of Sale.  Bill of Sale and Assignment (the "Bill
                of Sale") executed by Seller assigning to Purchaser the Tangible
                Personal Property and Seller's right, title and interest in and to
                the
                Intangible Property, in the form attached to this Agreement as Exhibit
                "D";

            


    

    


    
      	
               

            	
              (c)

            	
              Assignment
                of Leases.  Assignment of Leases and Assumption
                Agreement ("Assignment of Leases") executed by Seller assigning to
                Purchaser the Leases, in the form attached to this Agreement as Exhibit
                "E";

            


    

    


    
      	
               

            	
              (d)

            	
              Evidence
                of Authority.  Evidence reasonably satisfactory to
                Purchaser and the Title Company of the authority of the person signing
                the
                Deed and other documents to be executed by Seller at Closing and
                the power
                and authority of Seller to convey the Property to Purchaser in accordance
                with this Agreement;

            


    

    


    
      	
               

            	
              (e)

            	
              Leases.  The
                originals of all Leases, in the possession of Seller or its management
                company, and copies of the originals where originals are not
                available;

            


    

    


    
      	
               

            	
              (f)

            	
              Contracts.  The
                originals of all Contracts to be assumed by Purchaser in the possession
                of
                Seller or its management company;

            


    

    


    
      	
               

            	
              (g)

            	
              Warranties.  The
                originals of all warranties regarding the Property, if any, in the
                possession of Seller or its management
                company;

            


    

    


    
      	
               

            	
              (h)

            	
              Foreign
                Person.  An affidavit of Seller certifying that
                Seller is not a "foreign person," as defined in Section 1445 of the
                Internal Revenue Code of 1986, as
                amended;

            


    

    


    
      	
               

            	
              (i)

            	
              Keys.  All
                keys to all locks on the Property in the possession of Seller or
                Seller's
                management company, if any;

            


    

    


    
      	
               

            	
              (j)

            	
              Title
                Policy.  At Seller's expense, the base form Owner's
                Policy of Title Insurance covering the Property issued by the Title
                Company;

            


    

    


    
      	
               

            	
              (k)

            	
              Other
                Documents.  Such other documents or instruments as
                may be reasonably requested by Title Company to consummate the transaction
                described in this Agreement, including standard Title Company
                affidavits;

            


    

    


    
      	
               

            	
              (l)

            	
              Closing
                Statement.  A closing statement to be prepared by
                the Title Company and executed by Seller;
                and

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
 

    
      	
                            
                (m)

            	
              Rent
                Roll.  An updated rent roll (the "Rent Roll
                Certificate") for the Property, dated within three (3) business days
                of the Closing Date.

            


    

    


    6.3           Purchaser's
      Obligations at Closing.  At Closing, Purchaser shall
      deliver to Seller the following:

    


    
      	
               

            	
              (a)

            	
              Purchase
                Price.  The Purchase Price and the Prepayment
                Premium by cashier's check or wire transfer of immediately available
                funds, subject to applicable prorations and credits provided for
                in this
                Agreement;

            


    

    


    
      	
               

            	
              (b)

            	
              Evidence
                of Authority.  Evidence reasonably satisfactory to
                Seller and the Title Company of the authority of the persons signing
                this
                Agreement and the Closing and conveyance documents described in
                Sections 6.3(c) and (d)
                below;

            


    

    


    
      	
               

            	
              (c)

            	
              Closing
                and Conveyance Documents.  Purchaser shall execute
                the Bill of Sale, Assignment of Leases and such other closing or
                conveyance documents as are required to be executed by Purchaser
                pursuant
                to the terms of this Agreement or the Exhibits attached hereto;
                and

            


    

    


    
      	
               

            	
              (d)

            	
              Other
                Documents.  Such other documents and instruments as
                may be reasonably requested by Seller or the Title Company to consummate
                the transaction described in this Agreement, including a closing
                statement
                to be prepared by the Title Company executed by
                Purchaser.

            


    

    


    6.4           Letters
      to Tenants.  At Closing, Seller and Purchaser shall
      execute and deliver to Seller for distribution by Seller a form of letter to
      all
      tenants of Leases (the "Tenant Notice Letter") stating that Purchaser has
      acquired the Property from Seller, that future rents should be paid as specified
      by Purchaser, and that Purchaser will be responsible for the tenants' security
      deposits, the Tenant Notice Letter to be in the form attached to this Agreement
      as Exhibit "F".  Purchaser and Seller shall cooperate in having
      their respective management companies complete a Tenant Notice Letter for each
      tenant and sending or delivering all of the same to the tenants.

    


    6.5           Proration.  All
      rents, all other amounts payable by the tenants under the Leases, income,
      utilities and all other operating expenses with respect to the Property for
      the
      month in which the Closing occurs, and real estate and personal property taxes
      and other assessments with respect to the Property for the year in which the
      Closing occurs, shall be prorated to the Closing Date (with Purchaser deemed
      the
      owner on the day of Closing provided that Purchaser funds in immediately
      available funds all amounts due by Purchaser reflected on the Closing Statement
      by noon of the Closing Date in order to allow Seller to pay all loans and fund
      all other disbursements on the Closing Date, otherwise Seller shall be deemed
      the owner on the Closing Date and any subsequent day until the day Seller's
      funds are released to Seller before wiring deadlines with sufficient time allow
      Seller to pay all loans and fund all other disbursements) in accordance with
      the
      following:

    


    
      	
               

            	
              (a)

            	
              If
                the Closing shall occur before rents (and all other amounts payable
                by the
                tenants under the Leases) and all other income from the Property
                have
                actually been paid for the month in which the Closing occurs, the
                apportionment of such rents and other amounts and other income shall
                be
                upon the basis of such rents and other amounts and other income actually
                received by Seller.  Uncollected rents due Seller as landlord
                under the Leases shall not be prorated at the time of Closing, but
                Purchaser shall make a good faith effort to collect same on Seller's
                behalf and to tender the same to Seller upon receipt, provided that
                all
                rents under the Leases collected by Purchaser on or after the Closing
                Date
                shall first be applied to all amounts due under the Leases at the
                time of
                collection (i.e., current rents and sums due Purchaser as the current
                owner and landlord) with the balance, if any, payable to Seller,
                but only
                to the extent of amounts delinquent and actually due
                Seller.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (b)

            	
              If
                the Closing shall occur before the actual amount of utilities and
                all
                other operating expenses with respect to the Property for the month
                in
                which the Closing occurs are determined, the apportionment of such
                utilities and other operating expenses shall be upon the basis of
                a
                reasonable estimate by Seller of such utilities and other operating
                expenses for such month.  Subsequent to the Closing, when the
                actual amount of such utilities and other operating expenses with
                respect
                to the Property for the month in which the Closing occurs are determined,
                the parties agree to adjust the proration of such utilities and other
                operating expenses and, if necessary, to refund or repay such sums
                as
                shall be necessary to effect such adjustment.  Seller shall not
                assign to Purchaser any deposits which Seller has with any of the
                utility
                services or companies serving the Property.  Purchaser shall
                arrange with such services and companies to have accounts opened
                in
                Purchaser's name on the Closing Date.  All public utility
                service in Seller's name shall be terminated as of the Closing
                Date.  The present insurance coverage on the Property shall be
                terminated as of the Closing Date, and there shall be no proration
                of
                insurance premiums.  There shall be no proration of bonuses or
                lump-sum payments, if any, received by Seller prior to the Effective
                Date
                of this Agreement under laundry leases, cable agreements,
                telecommunication agreements or other property
                agreements.

            


    

    


    
      	
               

            	
              (c)

            	
              If
                the Closing shall occur before the tax rate or the assessed valuation
                of
                the Property is fixed for the then current year, the apportionment
                of
                taxes shall be upon the basis of the latest available tax rates and
                assessed valuation.  Subsequent to the Closing when the actual
                amount of taxes with respect to the Property for the year of Closing
                are
                determined, the parties agree to adjust the proration of such taxes
                and,
                if necessary, to refund or repay such sums as shall be necessary
                to effect
                such adjustment.

            


    

    


    
      	
               

            	
              (d)

            	
              At
                the Closing, all security, pet, advance rental and other deposits
                made
                under the Leases and not previously applied by Seller as provided
                in the
                Leases shall be transferred by Seller to Purchaser by appropriate
                adjustments on the Closing
                Statement.

            


    

    


    The
      agreements of Seller and Purchaser set forth in this Section 6.5 shall
      survive the Closing; provided, however, with respect to prorated items for
      which
      adjustment is permitted under this Section 6.5, such claim for adjustment
      shall be forever barred unless the party seeking an adjustment first requests
      the adjustment and provides written request and proof of the necessity for
      the
      adjustment to the other party within one (1) year after the
      Closing.

    


    6.6           Possession.  Possession
      of the Property shall be delivered to Purchaser at Closing subject to the
      Permitted Encumbrances.

    


    6.7           Closing
      Costs.  Except as otherwise expressly provided herein,
      Seller shall pay, on the Closing Date, the premium for a base form Owner's
      Policy of Title Insurance, the cost of tax certificates, and one-half (1/2)
      of
      any escrow fees charged by the Title Company.  Purchaser shall pay, on
      the Closing Date, all premiums for any modification or endorsement to the
      Owner's Policy of Title Insurance requested by Purchaser, including amendment
      of
      the survey exception or the T-19 endorsement, all recording costs, all costs
      of
      Purchaser's financing, including the premium for any Mortgagee Policy of Title
      Insurance, and one-half (1/2) of any escrow fees charged by the Title Company.
      Except as otherwise provided herein, each party shall pay its own attorneys'
      fees.

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    7.

    RISK
      OF LOSS

    


    7.1           Casualty.

    


    
      	
               

            	
              (a)

            	
              If
                prior to the Closing Date there shall occur damage to any portion
                of the
                Land or Improvements caused by fire or other casualty of all or any
                portion of the Property which would cost $100,000.00 or less to repair
                or
                restore, as the case may be, the amount of such costs to be determined
                by
                a contractor regularly engaged in business in the State of Texas,
                chosen
                by Seller and reasonably acceptable to Purchaser, then Purchaser
                shall
                have no right to terminate its obligations under this Agreement and
                this
                transaction shall close as contemplated and there shall be assigned
                to
                Purchaser at Closing all right, title, and interest of Seller, in
                and to
                any insurance proceeds which may be payable to Seller on account
                of such
                occurrence (not including any proceeds payable on account of lost
                rents or
                income for the period prior to the Closing Date), and Purchaser shall
                take
                title to the Property with the assignment of such proceeds and subject
                to
                such damage to or destruction of the Property without reduction in
                the
                Purchase Price, provided that Purchaser shall be given a credit towards
                the Purchase Price for the lesser of any deductible under Seller's
                insurance policy or the cost to repair or restore such damage or
                destruction.

            


    

    


    
      	
               

            	
              (b)

            	
              If
                prior to the Closing Date, there should occur damage to any portion
                of the
                Land or Improvements caused by fire or other casualty of all or any
                portion of the Property which would cost more than $100,000.00 to
                repair
                or restore, as the case may be, the amount of such costs to be determined
                by a contractor regularly engaged in business in the State of Texas,
                chosen by Seller and reasonably acceptable to Purchaser, then Purchaser
                or
                Seller shall have, as their sole and exclusive remedies: (i) the
                option to
                terminate this Agreement within five (5) days following a determination
                of
                the cost to repair and the amount of insurance proceeds which are
                payable
                on account of such casualty (but in no event later than thirty (30)
                days
                after the originally scheduled Closing Date as set forth in Section
                6.1), in which event, the parties shall have no further rights or
                obligations hereunder, except as otherwise provided herein, and the
                Earnest Money shall be returned to Purchaser subject to Purchaser's
                satisfaction of the requirements set forth in Section 10.12 of this
                Agreement, or (ii) if Purchaser or Seller does not elect to terminate,
                this transaction shall close as contemplated and there shall be assigned
                to Purchaser at Closing all right, title and interest of Seller,
                in and to
                any insurance proceeds which may be payable to Seller on account
                of any
                such occurrence (not including any proceeds payable on account of
                lost
                rents or income for the period prior to the Closing Date), and Purchaser
                shall take title to the Property with the assignment of such proceeds
                and
                subject to such damage to or destruction of the Property without
                reduction
                of the Purchase Price; provided, however, Purchaser shall receive
                a credit
                towards the Purchase Price in the amount of the deductible under
                Seller's
                insurance policy.  In no event shall Seller have any affirmative
                obligation to rebuild or repair the Property pursuant to this Section
                7.1.  The provision of this Section 7.1 shall govern
                notwithstanding any contrary provisions of the Texas Property Code,
                as
                amended.  Notwithstanding any provision in this Agreement to the
                contrary, Seller shall have the sole and exclusive right to adjust
                any
                insurance claim with Seller's insurance carriers after the Effective
                Date
                of this Agreement; provided that Seller shall adjust such claims
                in a
                commercially reasonable manner in order to attempt to obtain a reasonable
                payment of proceeds on the claim.

            


    

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    7.2           Condemnation.  If
      prior to the Closing Date there shall occur the threatened taking or
      condemnation of any portion of the Property which is not material, then
      Purchaser shall have no right to terminate its obligations under this Agreement
      and this transaction shall close as contemplated and there shall be assigned
      to
      Purchaser at Closing all right, title, and interest of Seller to any
      condemnation awards or proceeds and Purchaser shall take title to the Property
      with the assignment of such condemnation awards or proceeds and subject to
      such
      taking or condemnation without reduction of the Purchase Price.  If
      prior to the Closing Date there shall occur the threatened taking or
      condemnation of all or a material portion of the Property, then Seller or
      Purchaser shall have, as its sole and exclusive remedies: (i) the option to
      terminate this Agreement within five (5) days following notice in writing to
      the
      other of such threatened taking or condemnation and a determination from the
      condemning authority of the amount of condemnation proceeds to be offered for
      the proposed taking (but in no event later than thirty (30) days after the
      originally scheduled Closing Date as set forth in Section 6.1), in which
      event, the parties shall have no further rights or obligations hereunder, except
      as otherwise provided herein, and the Earnest Money shall be returned to
      Purchaser subject to Purchaser's satisfaction of the requirements set forth
      in
Section 10.12 of this Agreement, or (ii) if Seller or Purchaser does not
      elect to terminate, this transaction shall close as contemplated and there
      shall
      be assigned to Purchaser at Closing all right, title and interest of Seller
      to
      any condemnation awards or proceeds, and Purchaser shall take title to the
      Property with the assignment of such condemnation awards or proceeds and subject
      to such taking or condemnation without reduction of the Purchase
      Price.  As used in this Section 7.2, there shall occur the
      threatened taking or condemnation of a "material" portion of the Property if
      the
      area subject to the threatened taking or condemnation includes within its
      boundary any portion of the parking areas, the Improvements on the Land, or
      any
      means of ingress or egress to or from the Property or otherwise materially
      interferes with the operation of the Property.  In the event that any
      condemnation occurs prior to Closing, if Seller receives and retains any
      condemnation proceeds, the Purchase Price shall be reduced by such amount (but
      not below zero).

    


    8.

    DEFAULT

    


    8.1           Breach
      by Seller.  In the event that Seller shall breach any of
      its obligations hereunder or shall fail to consummate this Agreement for any
      reason other than Purchaser's default or a termination of this Agreement by
      Purchaser or Seller pursuant to a right to do so under the provisions hereof,
      and if Purchaser is not then in default hereunder and is ready, willing and
      able
      to consummate this transaction, then Purchaser shall have the right to pursue
      one, but not all of the following, as its sole and exclusive remedies: (i)
      the
      right to terminate this Agreement and receive a refund of the Earnest Money
      upon
      Purchaser's satisfaction of the requirements set forth in Section 10.12
      of this Agreement, or (ii) by giving written notice to Seller within sixty
      (60)
      days after the scheduled Closing Date and filing a lawsuit within one hundred
      twenty (120) days after the scheduled Closing Date, the right to seek specific
      performance of Seller's obligations to sell the Property in accordance with
      the
      terms of the Agreement.  In the event Purchaser fails to give written
      notice to Seller within such 60-day period or file a lawsuit for specific
      performance within such 120-day period, Purchaser shall be deemed to have
      elected the remedy of termination of this Agreement.  If Purchaser
      enforces specific performance of Seller's obligations to sell the Property
      in
      accordance with the terms of this Agreement Purchaser agrees that it shall
      accept a special warranty deed to the Property subject to the Permitted
      Encumbrances.  In no event shall Seller be liable to Purchaser for any
      actual, punitive, exemplary, speculative, or consequential, or other
      damages.

    


    8.2           Breach
      by Purchaser.  In the event that Purchaser shall breach
      any of its obligations hereunder prior to Closing or shall fail to consummate
      this Agreement at Closing for any reason other than Seller's default or the
      termination of this Agreement by Purchaser or Seller pursuant to a right to
      do
      so under the terms and provisions hereof, and if Seller is not then in default,
      then Seller, as its sole and exclusive remedy for such pre-Closing breach,
      may
      terminate this Agreement and receive the Earnest Money as liquidated
      damages.  The parties agree that Seller will suffer damages in the
      event of Purchaser's default on its pre-Closing obligations.  Although
      the amount of such damages are difficult or impossible to determine, the parties
      agree that the amount of the Earnest Money is a reasonable estimate of Seller's
      loss in the event of Purchaser's pre-Closing default.  Thus, Seller
      shall accept and retain the Earnest Money as liquidated damages, but not as
      a
      penalty.  In the event Seller is entitled to the Earnest Money and the
      Earnest Money has not been previously distributed to Seller as liquidated
      damages, the Earnest Money shall be immediately paid to Seller by the Title
      Company upon written receipt of notice from Seller that Purchaser has defaulted
      under this Agreement.  Purchaser agrees to take all such actions and
      execute and deliver all such documents necessary or appropriate to effect such
      payment of the Earnest Money to Seller.  Seller shall also be entitled
      to recover its damages and reasonable attorneys' fees and costs in seeking
      recovery of the Earnest Money if Purchaser fails to instruct the Title Company
      to disburse the Earnest Money to Seller when Seller is entitled to obtain
      disbursement of the Earnest Money pursuant to this Agreement.

     

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
 

    8.3           Actions
      by Purchaser.  Notwithstanding anything to the contrary
      contained or implied elsewhere herein, in the event Purchaser (i) files a Lis
      Pendens or an action for specific performance against Seller or otherwise clouds
      Seller's title to the Property or any portion thereof and fails to prevail
      in a
      final, non-appealable judgment, or (ii) breaches Purchaser's agreements of
      indemnity contained in this Agreement, or (iii) breaches any of Purchaser's
      obligations that survive the Closing or termination of this Agreement, Seller
      shall be entitled to pursue any remedies available at law or in equity,
      including but not limited to, suit for damages from Purchaser (including, but
      not limited to, reasonable attorney's fees and costs incurred by Seller in
      connection therewith).

    


    9.

    COVENANTS
      AND REPRESENTATIONS

    


    9.1           Covenants
      of Seller.  From the Effective Date of this Agreement
      until the Closing or earlier termination of this Agreement:

    


    
      	
               

            	
              (a)

            	
              Maintenance,
                Litigation.  Seller (i) will cause its property
                manager to continue to keep and maintain the Property in substantially
                the
                same manner that it is presently being kept and maintained on the
                Effective Date, including, but not limited to, maintaining the HVAC,
                plumbing, elevators, and electrical systems in same manner that they
                are
                presently being kept and maintained, (ii) retain the on-site manager,
                management and maintenance personnel and maintain all agreements
                thereto
                in full force and effect, and (ii) will use reasonable efforts to
                promptly
                advise Purchaser of any written notice of pending or threatened
                litigation, suit, arbitration, administrative hearing, or violation
                of
                applicable law or ordinance received by Purchaser concerning the
                Property
                after the Effective Date of this
                Agreement.

            


    

    


    
      	
               

            	
              (b)

            	
              Contracts.  Seller
                agrees that if it subsequently enters into any service or other contract
                affecting the Property after the Effective Date of this Agreement,
                it will
                furnish Purchaser with a copy of such contract and if such contract
                is not
                cancelable on 30-days written notice without penalty, Seller will,
                if
                Purchaser does not elect to assume such contract at Closing, terminate
                such contract and pay any termination fees in connection therewith.
                Notwithstanding the foregoing, Seller will terminate its management
                contract on the Property and all other Contracts which Purchaser
                does not
                elect in writing to assume during the Inspection Period (other than
                leases
                covering the community laundry rooms at the Property and agreements
                with
                the franchise cable television provider to the Property, if any),
                effective as of Closing.

            


    

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (c)

            	
              Leasing
                and Operations.  Seller will continue its present
                leasing efforts and will, or will cause its property manager to,
                continue
                to lease the Property in accordance with its present leasing
                policy.  Seller will cause its property manager to continue to
                operate the Property substantially in the manner operated on the
                Effective
                Date of this Agreement and will not materially modify any Lease or
                Contract affecting the Property without Purchaser’s written consent which
                consent shall not be unreasonably
                withheld.

            


    

    
      	
               

            	
              .

            


    

    
      	
               

            	
              (d)

            	
              Insurance.  Seller
                will maintain in force and effect its property and liability insurance
                with respect to damage or injury to person or property occurring
                on the
                Property in at least such amounts as are maintained by Seller on
                the
                Effective Date.

            


    

    


    
      	
               

            	
              (e)

            	
              Permits
                and Licenses.  Seller shall maintain all permits,
                licenses and occupancy certificates applicable to the Property, including,
                but not limited to, all building and use permits and the certificate(s)
                of
                occupancy, which have been obtained by
                Seller.

            


    

    


    
      	
               

            	
              (f)

            	
              Compliance.  Seller
                shall maintain it current compliance with all applicable laws, rules,
                regulations, codes, covenants, conditions or restrictions relating
                to the
                condition of the Property or to any improvements or alterations
                thereto.

            


    

    


    
      	
               

            	
              (g)

            	
              Mechanic’s
                Liens.  Seller shall keep the Property free of any
                and all unsatisfied mechanic’s liens or material lien rights concerning
                the Property.

            


    

    


    
      	
               

            	
              (h)

            	
              Bankruptcy.  Seller
                shall not be the subject of any bankruptcy, insolvency or probate
                proceeding.

            


    

    


    
      	
               

            	
              (i)

            	
              Personal
                Property.  Seller shall keep any tangible and
                intangible personal property included in the Purchase Price free
                of any
                and all unsatisfied liens or encumbrances affecting such personal
                property.

            


    

    


    
      	
               

            	
              (k)

            	
              Notice
                of Changes.  Seller shall use reasonable efforts to
                promptly advise Purchaser and Broker (as defined below) in writing
                of any
                material change to the physical condition of the Property or the
                operations of the Property that becomes known to Seller prior to
                Closing.

            


    

    


    9.2           Covenants
      of Purchaser.  From the Effective Date of this Agreement
      until the Closing or earlier termination of this Agreement:

    


    
      	
               

            	
              (a)

            	
              Further
                Acts and Interference.  Purchaser (i) will do such
                further acts as may be reasonably necessary, desirable or proper
                to carry
                more effectively the purposes of this Agreement, and (ii) will not
                unreasonably interfere with or hinder the operation of the Property
                prior
                to delivery of possession thereof to Purchaser following the Closing
                hereunder.

            


    

    


    9.3           Representations
      of Seller.  Seller represents to Purchaser
      that:

    


    
      	
               

            	
              (a)

            	
              Authority.  The
                execution and delivery by Seller of, and Seller's performance under,
                this
                Agreement are within Seller's powers and have been duly authorized
                by all
                requisite action and the person executing this Agreement on behalf
                of
                Seller has authority to do so.

            


    

    


    
      	
               

            	
              (b)

            	
              Enforceability.  This
                Agreement constitutes the legal, valid and binding obligation of
                Seller
                enforceable in accordance with its
                terms.

            


    

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
              (c)

            	
              Foreign
                Person.  Seller is not a "foreign person" within
                the meaning of Section 1445 of the Internal Revenue Code of 1986
                (i.e.,
                Seller is not a non-resident alien, foreign corporation, foreign
                partnership, foreign trust or estate as those terms are defined in
                such
                Internal Revenue Code and regulations promulgated
                thereunder).

            


    

    


    
      	
               

            	
              (d)

            	
              Litigation.  To
                Seller's knowledge, there are no pending legal actions, suits or
                proceedings affecting the Property by tenants of the Property or
                other
                parties, except as disclosed to Purchaser in writing, and, to Seller's
                knowledge, as of the Effective Date, no actions, suits, proceedings,
                attachments, executions or bankruptcy proceedings are threatened
                in
                writing against Seller by tenants of the Property or other parties
                which
                might materially adversely affect the Property or Seller's ability
                to sell
                the Property, except as disclosed to Purchaser in
                writing.

            


    

    


    
      	
               

            	
              (e)

            	
              Governmental
                Proceedings.  To Seller's knowledge, Seller has
                received no written notice from any governmental authority having
                jurisdiction over the Property that the Property is presently subject
                to
                any condemnation, assessment or similar proceeding or charge, or
                is in
                violation of any applicable law or ordinance which remains
                uncured.  To Seller's knowledge, no condemnation, assessment or
                similar proceeding or charge is currently
                threatened.

            


    

    


    
      	
               

            	
              (f)

            	
              Leases.  To
                Seller's knowledge, no tenants under the Leases have been given any
                consideration or concession which is due or payable after the Closing
                Date
                except as set forth in the Leases or the Rent Roll delivered to Purchaser
                as a part of the Delivery Items.

            


    

    


    
      	
               

            	
              (g)

            	
              Rent
                Roll.  To Seller's knowledge, the Rent Roll
                delivered by Seller to Purchaser as a portion of the Delivery Items
                is
                materially accurate and complete as of the date of the Rent
                Roll.

            


    

    


    
      	
               

            	
              (h)

            	
              Seller's
                Expenses.  Seller will pay, in the ordinary course
                of Seller's business, all costs and expenses incurred by Seller with
                respect to the operation and maintenance of the Property prior to
                the
                Closing.

            


    

    


    
      	
               

            	
              (i)

            	
              Operating
                Statements.  To Seller's knowledge, the income and
                loss statements delivered by Seller to Purchaser as a portion of
                the
                Delivery Items are materially accurate and complete as of the date
                of such
                statements.

            


    

    


    As
      used
      in this Agreement, the phrase "Seller's knowledge," "known to Seller," or words
      of like effect (i) shall mean and apply to the knowledge of John R. Werra (the
      "Seller's Representative"), who is President of the management company
      managing the Property for Seller and directly involved in the negotiation of
      sale and purchase transaction described herein and not to any other parties,
      (ii) shall mean the current actual knowledge of such person, it being understood
      and acknowledged that (a) such person, in many instances, is not involved in
      the
      day-to-day operations of the Property and in many instances, is not involved
      in
      the negotiation or execution of the leases, management contracts, service
      contracts, or other agreements in question, and (b) such person is not charged
      with the knowledge of all of the acts and/or omissions of the predecessors
      in
      title to the Property or with knowledge of all of the acts and/or omissions
      of
      Seller's or Seller's property manager's agents or employees, and (iii) shall
      not
      apply to or be construed to apply to information or material which may be in
      the
      possession of Seller or Seller's property manager generally, or incidentally,
      but which is not actually known to Seller's Representative. As used herein,
      the
      term "current actual knowledge" of a party shall mean that no facts have come
      to
      the party's attention that would give the party actual knowledge that any such
      facts are not true, correct, and complete, and the party has no obligation
      to
      and has not undertaken no investigation, inquiry, or verification as to such
      matters to determine the existence or absence of such facts, and no inference
      of
      the party's knowledge of the existence or absence of such facts should be drawn
      from the statements made herein.  In no event shall Seller's
      Representative have any personal liability under this Agreement by reason of
      his
      acting as Seller's Representative hereunder.  In the event that either
      Seller or Purchaser should discover prior to the Closing that any representation
      made by Seller in this Agreement is untrue or inaccurate (herein referred to
      as
      a "Breach"), it shall promptly inform the other party in writing of its
      discovery and Purchaser shall have the right, as Purchaser's sole and exclusive
      remedy on account of such Breach by written notice delivered to Seller given
      upon the earlier to occur of the Closing Date or within ten (10) days after
      Purchaser becomes aware of the Breach to terminate this Agreement and receive
      a
      refund of the Earnest Money upon compliance with the conditions set forth in
      Section 10.12 hereof.  In the event that Purchaser fails to so
      terminate on or before the earlier to occur of the Closing Date or said ten
      (10)
      day period as aforesaid, Purchaser shall automatically be deemed to have waived
      any objection to such Breach and all rights or remedies against Seller on
      account of such Breach.  If Purchaser shall waive a Breach by failing
      to terminate this Agreement as provided above, such representation shall be
      deemed revised as of the Closing Date to the extent necessary to make the
      representation true and accurate.  Seller does not represent or
      warrant that there will be no change in any of the representations of Seller
      set
      forth in this Agreement prior to the Closing Date, however, it shall be a
      condition to Purchaser's obligation to consummate the transaction described
      in
      this Agreement that all representations made by Seller in this Agreement as
      of
      the Effective Date shall remain true and accurate in all material respects
      on
      the Closing Date.  Purchaser shall not have any right to bring any
      action against Seller for a Breach where Purchaser had knowledge of the Breach
      prior to Closing and failed to notify Seller of such fact prior to
      Closing.

     

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    9.4           Representations
      of Purchaser.  Purchaser represents to Seller
      that:

    


    
      	
               

            	
              (a)

            	
              Authority.  The
                execution and delivery by Purchaser of and Purchaser's performance
                under,
                this Agreement, are within Purchaser's powers and have been duly
                authorized by all requisite action, and the person executing this
                instrument on behalf of Purchaser has authority to do
                so.

            


    

    


    
      	
               

            	
              (b)

            	
              Enforceability.  This
                Agreement constitutes the legal, valid and binding obligation of
                Purchaser
                enforceable in accordance with its
                terms.

            


    

    


    
      	
               

            	
              (c)

            	
              Purchaser's
                Expenses.  Purchaser will pay, in the ordinary
                course of Purchaser's business, all costs and expenses incurred by
                Purchaser with respect to the operation and maintenance of the Property
                from and after the Closing.

            


    

    


    
      	
               

            	
              10.

            


    

    
      	
               

            	
              MISCELLANEOUS

            


    

    


    


    10.1                      Notices.  All
      notices, demands and requests which may be given by either party to the other,
      and any exercise of a right of termination provided by this Agreement, shall
      be
      in writing and shall be deemed effective when (i) personally delivered to the
      address of the party to receive such notice set forth below or, (ii) whether
      actually received or not, three (3) days after deposited in any post office
      or
      mail receptacle regularly maintained by the United States Government, certified
      or registered mail, return receipt requested, postage prepaid, addressed as
      set
      forth below, or (iii) sent by telecopy confirmed with delivery by a national
      overnight courier service the next business day with proof of delivery,
      addressed as set forth below, or (iv) sent for next business day delivery by
      a
      national overnight courier service with proof of delivery addressed as set
      forth
      below:

    


    
      	
              If
                to Seller:

            	
              Chimney
                Square, L.P.

            


    

    
      	
               

            	
              2800
                N. Dallas Parkway, Suite 100

            


    

    Plano,
      Texas  75093

    
      	
               

            	
              Attn:  John
                R. Werra

            


    

    
      	
               

            	
              Telephone
                No. (972) 836-8000

            


    

    
      	
               

            	
              Telecopier
                No.

            	
              (972)
                836-8033

            


    

    


    


    
      	
              with
                a copy to:

            	
              Nathan
                M. Rosen, Esq.

            


    

    
      	
               

            	
              Nathan
                M. Rosen, P.C.

            


    

    One
      Bent Tree Tower

    
      	
               

            	
              16475
                Dallas Parkway, Suite 660

            


    

    
      	
               

            	
              Addison,
                Texas  75001

            


    

    
      	
               

            	
              Telephone
                No. (972) 818-7600

            


    

    
      	
               

            	
              Telecopier
                No. (972) 818-7606

            


    

    


    
      	
               

            	
              If
                to Purchaser:

            	
              Donald
                R. Bumpus, Trustee

            


    

    
      	
               

            	
              The
                Bumpus Family Trust dated October 30,
                1989

            


    

    
      	
               

            	
              581
                Madre Street

            


    

    
      	
               

            	Pasadena,
              California 91107


    

    
      	
               

            	
              Telephone
                No. (626) 796-2456

            


    

    
      	
               

            	
              Telecopier
                No. (626) 796-2273

            


    

    
 with
      a copy
      to:                                                                     
John A. Clinnin, Esq.

    Clinnin
&
Associates

    101
      Leucadia Blvd, #500

    Encinitas,
      California
      92024

    Telephone
      No. (760)
      633-9780

    Telecopier
      No. (760)
      633-9781

    


    
      	
              If
                to Title Company:

            	
              Chicago
                Title Insurance Company

            


    

    2001
      Bryan Street, Suite
      1700

    Dallas,
      Texas 75201

    Attn:
      Joycelyn Armstrong

    
      	
               

            	
              Telephone
                No. (214) 965-1668

            


    

    
      	
               

            	
              Telecopier
                No. (214) 965-1627

            


    

    


    or
      such
      other place as Seller or Purchaser or Title Company, respectively, may from
      time
      to time designate by written notice to the other.

     

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
 

    10.2
Real
      Estate
      Commissions.  Neither Seller nor Purchaser has contacted
      any real estate broker, finder or similar person in connection with the
      transaction contemplated except Hendricks & Partners (Jay Gunn and Kevin
      Hurley) (the "Broker").  Seller shall pay to Broker at the
      Closing a brokerage fee determined by separate agreement between Seller and
      Broker; provided, that any such person or entity receiving any portion of the
      brokerage fee is a licensed real estate broker in the State of Texas; and
      provided, further, that Broker's right to such brokerage fee shall vest only
      at
      Closing, and no commissions shall be due if the Closing does not occur for
      any
      reason.  If more than one party is listed as Broker herein such
      parties shall share equally in the brokerage fee paid by
      Seller.  Seller and Purchaser each represents to the other that no
      other Acquisition Fees (as hereafter defined) have been paid or are due and
      owing to any other person or entity other than to Broker.  As used
      herein, "Acquisition Fees" shall mean all fees paid to any person or
      entity in connection with the selection and purchase of the Property, including
      real estate commissions, selection fees, non-recurring management and start-up
      fees, development fees or any other fee of similar nature.  Seller and
      Purchaser, each hereby agrees to indemnify and hold harmless the other from
      and
      against any and all claims for Acquisition Fees or similar charges with respect
      to this transaction, arising by, through or under the indemnifying party and
      each further agrees to indemnify and hold harmless the other from any loss
      or
      damage resulting from an inaccuracy in the representations contained in this
      Section 10.2.  This indemnification agreement of the parties
      shall survive the Closing.

    


    10.3                      Entire
      Agreement.  This Agreement embodies the entire agreement
      between the parties relative to the subject matter hereof, and there are no
      oral
      or written agreements between the parties, nor any representations made by
      either party relative to the subject matter hereof, which are not expressly
      set
      forth herein.

    


    10.4                      Amendment.  This
      Agreement may be amended only by a written instrument executed by the party
      or
      parties to be bound thereby.

    


    10.5                      Headings.  The
      captions and headings used in this Agreement are for convenience only and do
      not
      in any way limit, amplify, or otherwise modify the provisions of this
      Agreement.

    


    10.6                      Time
      of Essence.  Time is of the essence in the performance of
      each party's obligations under the this Agreement.  However, if the
      final date of any period which is set out in any provision of this Agreement
      falls on a Saturday, Sunday or legal holiday under the laws of the United States
      or the State of Texas, in such event, the time of such period shall be extended
      to the next day which is not a Saturday, Sunday or legal holiday.

    


    10.7                      Governing
      Law.  This Agreement shall be governed by the laws of the
      State of Texas and the laws of the United States pertaining to transactions
      in
      Texas.

    


    10.8                      Successors
      and Assigns.  This Agreement shall bind and inure to the
      benefit of Seller and Purchaser and their respective permitted heirs, executors,
      administrators, personal and legal representatives, successors and
      assigns.  Purchaser shall not assign Purchaser's rights under this
      Agreement to any party without the prior written consent of Seller and any
      attempt to do so shall be null and void and of no force and
      effect.  Notwithstanding the foregoing, this Agreement, and the rights
      and obligations hereunder, may be assigned by Purchaser at any time to an entity
      (a "Permitted Assignee") which is owned by Purchaser, owns Purchaser or
      is under common ownership with Purchaser or is an entity which Purchaser
      manages, controls or advises, such as a partnership which is managed by
      Purchaser or an affiliate of Purchaser.  In the event of any permitted
      assignment, Seller agrees to close the transaction contemplated hereunder with
      the Permitted Assignee.  No assignment of this Agreement by Purchaser
      shall relieve Purchaser for any of its obligations under this Agreement whether
      arising before or after the assignment.

    


    10.9                      Invalid
      Provision.  If any provision of this Agreement is held to
      be illegal, invalid or unenforceable under present or future laws, such
      provision shall be fully severable; this Agreement shall be construed and
      enforced as if such illegal, invalid or unenforceable provision had never
      comprised a part of this Agreement; and, the remaining provisions of this
      Agreement shall remain in full force and effect and shall not be affected by
      such illegal, invalid, or unenforceable provision or by its severance from
      this
      Agreement.

     

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
 

    10.10                   Attorneys'
      Fees.  In the event it becomes necessary for either party
      hereto to file suit to enforce this Agreement or any provision contained herein,
      the party prevailing in such suit shall be entitled to recover, in addition
      to
      all other remedies or damages, as provided herein, reasonable attorneys' fees
      incurred in such suit.

    


    10.11                Multiple
      Counterparts.  This Agreement may be executed in a number
      of identical counterparts which, taken together, shall constitute collectively
      one (1) agreement; but in making proof of this Agreement, it shall not be
      necessary to produce or account for more than one such counterpart.

    


    10.12                Refund
      of Earnest Money.  Notwithstanding any provision
      contained in this Agreement to the contrary, as a condition precedent to
      Purchaser's entitlement to a refund of the Earnest Money, Purchaser shall (i)
      execute and deliver to Seller, the Release in the form attached hereto as
Exhibit "G", and (ii) deliver to Seller all of the Delivery Items and
      other documents provided to Purchaser by Seller or Seller's agents pursuant
      to
Section 4.3 hereof and, to the extent not previously delivered to Seller
      pursuant to other provisions of this Agreement, copies of all surveys,
      environmental reports, engineering or inspection reports, and appraisals
      obtained by Purchaser or Purchaser's proposed lenders and delivered to Purchaser
      with  respect to the Property.

    


    10.13                Limitation
      Date.  Purchaser and Seller hereby agree that,
      notwithstanding any provision of this Agreement or any provision of law to
      the
      contrary, any action which may be brought by Purchaser against Seller for breach
      of this Agreement or any representations and warranties under this Agreement
      or
      arising out of or in connection with the sale and purchase transaction described
      herein, shall be forever barred unless Purchaser: (i) delivers to Seller no
      later than one (1) year after the Closing Date (the "Notice Date") a
      written notice of its claims setting forth in reasonable detail the factual
      basis for such claim and Purchaser's good faith estimate of damages arising
      out
      of such claim, (ii) files a complaint or petition against Seller alleging such
      claim in a court of competent appropriate jurisdiction no later than two (2)
      years and one (1) day after the Closing Date (the "Limitation
      Date").  No warranties or representations, agreements, or
      covenants of Seller that survive beyond the Closing as expressly set forth
      in
      this Agreement shall survive beyond the Notice Date and no action based thereon
      shall be commenced after the Limitation Date.

    


    10.14                Date
      of this Agreement.  This Agreement shall be null and void
      unless the second party to execute this Agreement executes and delivers three
      (3) fully executed copies of this Agreement to Title Company at the address
      shown in Section 10.1 hereof, no later than five (5) days after the date
      the first party executes this Agreement as indicated on the signature page
      hereof.  As used in this Agreement, the terms "date of this Agreement"
      or "date hereof" or "Effective Date" shall mean and refer to the latest date
      of
      execution of this Agreement by Seller or Purchaser as indicated on the signature
      page.

    


    10.15                Exhibits.  The
      following exhibits are attached to this Agreement and are incorporated into
      this
      Agreement and made a part hereof:

    


    (a)           Exhibit
      "A", the Land;

    
      	
               

            	
              (b)

            	
              Exhibit
                "B", Items to be delivered by
                Seller;

            


    

    (c)           Exhibit
      "C", the Deed;

    (d)           Exhibit
      "D", the Bill of Sale;

    (e)           Exhibit
      "E", the Assignment of Leases;

    (f)           
      Exhibit "F", the Tenant Notice Letter;

    
      	
               

            	
              (g)

            	
              Exhibit
                "G", Purchaser's Release; and

            


    

    
      	
               
                (h)  

            	
                      
                Exhibit "H", Lead-Based Paint
                Disclosure.

            


    

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    
 

    10.16                Independent
      Contract Consideration.  Contemporaneously with the
      execution of this Agreement, Purchaser hereby delivers to Seller and Seller
      hereby acknowledges the delivery of a check in the amount ONE HUNDRED AND NO/100
      DOLLARS ($100.00) (the "Independent Contract Consideration"), which
      amount the parties bargained for and agreed to as consideration for Purchaser's
      right to purchase the Property and for Seller's execution, delivery and
      performance of this Agreement.  This Independent Contract
      Consideration is in addition to and independent of any other consideration
      or
      payment provided in this Agreement, is non-refundable, and shall be retained
      by
      Seller notwithstanding any other provisions of this Agreement.

    


    10.17                No
      Recording.  This Agreement shall not be recorded by
      Purchaser for any reason whatsoever and an attempt to do so shall render
      Purchaser liable to Seller for any damages allowable at law or in equity on
      account of such breach.

    


    10.18                Lead-Based
      Paint. Contemporaneously with the execution of this Agreement by
      Seller and Purchaser, Seller is hereby delivering to Purchaser and Purchaser
      hereby acknowledges receipt of (a) the Disclosure of Information on Lead-Based
      Paint and Lead-Based Paint Hazards (the "Disclosure") in form and
      substance of Exhibit "H" attached hereto, and (b) the pamphlet
Protect Your Family from Lead in Your Home (the "Pamphlet")
      pursuant the Residential Lead-Based Paint Hazard Reduction Act, Title X of
      the
      Housing and Community Development Act of 1992, 42 U.S.C. Sec. 1018, et seq.,
      and
      regulations promulgated thereunder. Seller and Purchaser each agree to execute
      and initial the Disclosure in the places indicated based on the form of
Exhibit "H" and cause the Broker to execute the
      Disclosure.  Purchaser acknowledges that Purchaser is being provided a
      period of at least ten (10) days, which period shall run concurrently with
      and
      during the Inspection Period, in which Purchaser may conduct its own risk
      assessment or inspection of the Property for lead-based paint hazards on or
      pertaining to the Property.

    


    10.19                Exchange.  Seller
      or Purchaser may consummate the sale of the Property as part of a so-called
      like
      kind exchange (the "Exchange") pursuant to Section 1031 of the Internal
      Revenue Code, as amended (the "Code") and may assign its rights under
      this Agreement to accomplish the Exchange, provided that:  (a) the
      Closing shall not be delayed or affected by reason of the Exchange nor shall
      the
      consummation or accomplishment of the Exchange be a condition precedent or
      condition subsequent to either party's obligations under this Agreement; (b)
      each party shall effect the Exchange through a qualified intermediary and
      neither party shall be required to take an assignment of the purchase agreement
      for the exchange property or be required to acquire or hold title to any real
      property for purposes of consummating the Exchange; (c) each exchanging party
      shall pay and indemnify and hold the other harmless from any additional costs,
      liability, obligations and expenses that would not otherwise have been incurred
      by the other had the exchanging party not consummated its sale through the
      Exchange; and (d) neither party shall be relieved or deem relieved from any
      of
      such party's obligations or covenants under this Agreement on account of any
      assignment of this Agreement by such party to accomplish the
      Exchange.  Neither party shall by this Agreement or acquiescence to
      the Exchange (a) have its rights under this Agreement affected or diminished
      in
      any manner or (b) be responsible for compliance with or be deemed to have
      warranted that the Exchange in fact complies with Section 1031 of the
      Code.

    


    


    (SIGNATURE
      PAGE FOLLOWS)

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

     

     

    SIGNATURE
      PAGE TO

    AGREEMENT
      OF PURCHASE AND SALE

    BY
      AND BETWEEN

    CHIMNEY
      SQUARE, L.P.

    AND

    DONALD
      R. BUMPUS

    


    


    


    SELLER:

    


    CHIMNEY
      SQUARE,
      L.P.

    a
      Texas limited
      partnership

    


    DATE
      OF
      EXECUTION                                                      By:           ARFT,
      INC., a Texas corporation,

    BY
      SELLER:                                                                                          General
      Partner

    


    By:                                                                

    Robert
      J. Werra,
      President

    


    


    PURCHASER:

    


    


    DATE
      OF EXECUTION

    BY
      PURCHASER:

    


    


    Donald
      R. Bumpus, Trustee

    The
      Bumpus Family Trust dated October
      30, 1989

    


    


    


    The
      undersigned Title Company hereby
      acknowledges receipt of the Earnest Money and a copy of this Agreement, and
      agrees to hold and dispose of the Earnest Money in accordance with the
      provisions of this Agreement.

    


    
      	
               

            	
              CHICAGO
                TITLE INSURANCE COMPANY

            


    

    


    DATE
      OF EXECUTION

    BY
      TITLE COMPANY:

    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


     

    



    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    JOINDER
      BY AGENT

    


    


    The
      undersigned join in the execution
      of this Agreement for the purpose of representing and warranting to Seller
      and
      Purchaser that they (i) are duly licensed real estate brokers under the laws
      of
      the State of Texas and its applicable regulations, (ii) are duly authorized
      to
      earn and receive a commission in connection with a transaction by this
      Agreement, (iii) have contacted no other real estate broker, finder or other
      party in connection with this transaction to whom fees may be due or payable,
      and (iv) acknowledge and agree to the terms and provisions of Section
      10.2 hereof.  The undersigned shall indemnify and hold Seller and
      Purchaser harmless from any and all loss, liens, claims, judgments, liabilities,
      costs, expenses or damages (including reasonable attorneys' fees and court
      costs) resulting by reason of a breach of any representations and warranties
      made by the undersigned herein or by reason of any claims or entitlement to
      a
      commission, fee or other sum in connection with the transaction evidenced by
      this Agreement made by any present or former employee of the
      undersigned.  Notwithstanding anything contained in this Agreement to
      the contrary, this provision shall survive the Closing or any early termination
      of this Agreement.

    


    


    HENDRICKS
      & PARTNERS

    


    


    By:
      _____________________________________

    Name:
      ___________________________________

    Title:
      ____________________________________

    



    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    


    EXHIBIT
      "A"

    


    Legal
      Description


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    EXHIBIT
      "B"

    


    Items
      to be Delivered by Seller

    


    


    
      	
              1.

            	
              Copies
                of all currently effective service, maintenance or other contracts
                (not
                including management contracts) relating to the ownership and operation
                of
                the Property.

            


    

    


    
      	
              2.

            	
              A
                current rent roll of the Property in the form used by Seller in the
                ordinary course of Seller's
                business.

            


    

    


    
      	
              3.

            	
              All
                income and expense reports for the Property for calendar years 2005,
                2006
                and year-to-date 2007.

            


    

    


    
      	
              4.

            	
              Delinquency
                report for the Property in the form used by Seller in the ordinary
                course
                of Seller's business.

            


    

    


    
      	
              6.

            	
              Copy
                of the real and personal property tax statements for the Property
                for the
                year 2006.

            


    

    


    
      	
              7.

            	
              Copies
                of utility bills for the Property for the twelve (12) month period
                ending
                on the Effective Date.

            


    

    


    
      	
              8.

            	
              A
                schedule of pending litigation, if any, affecting the Property as
                of the
                Effective Date.

            


    

    


    


    


    


    


    


    


    



    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    EXHIBIT
      "C"

    


    


    After
      Recording Return To:

    


    


    


    


    


    


    SPECIAL
      WARRANTY DEED

    


    


    STATE
      OF
      TEXAS                             §

    §           KNOW
      ALL MEN BY THESE PRESENTS:

    COUNTY
      OF
      TAYLOR                      §

    


    


    That
 
      ("Grantor")
      for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and
      other
      valuable consideration to Grantor paid by the Grantee named below, the receipt
      of which is hereby acknowledged by these presents does GRANT, SELL and CONVEY
      unto  , whose address is   ("Grantee"), all of
      that certain real property in Taylor County, Texas, described on Exhibit
      "A" attached hereto and made a part hereof for all purposes, together with
      all buildings, structures, and improvements located thereon and all fixtures
      attached thereto, and any and all appurtenances belonging or appertaining
      thereto (said real property together with any and all related buildings,
      structures, and improvements, fixtures and appurtenances as described herein
      are
      collectively referred to as the "Property").

    


    This
      conveyance is made subject to: (a)
      all matters stated herein, and (b) all of the matters set forth on Exhibit
      "B" attached hereto and made a part hereof for all purposes (collectively,
      the "Permitted Encumbrances").

    


    TO
      HAVE AND TO HOLD the Property,
      together with all and singular the rights and appurtenances thereto in anywise
      belonging unto Grantee, Grantee's successors and assigns forever; and Grantor
      does hereby bind itself and its successors and assigns to WARRANT and FOREVER
      DEFEND all and singular the said Property unto Grantee, Grantee's successors
      and
      assigns, against every person whomsoever lawfully claiming or to claim the
      same
      or any part thereof by, through or under Grantor, but not otherwise, subject
      to
      the Permitted Encumbrances.

    


    


    [INCORPORATE
      PROVISIONS OF SECTION
      5.1 OF AGREEMENT]

    


    


    Grantee
      hereby assumes the payment of
      all unpaid real property taxes and assessments and all special assessments
      of
      whatever kind and character affecting the Property for the current year and
      subsequent years and other items conveyed hereunder and Grantee agrees to
      indemnify and hold harmless Grantor from any an all claims and liability for
      the
      payment thereof.

    


    


    EXECUTED
      this   day of
 , 2007.

    


    


    
      	
               

            	
              GRANTOR:

            


    

    


    


    


    


    By:                                                                                                

    Name:                                                                                                

    Title:                                                                                                

    


    


    


    (ADD
      PROPER ACKNOWLEDGEMENTS)


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    EXHIBIT
      "D"

    


    BILL
      OF SALE AND ASSIGNMENT

    


    


    STATE
      OF
      TEXAS                             §

    §           KNOW
      ALL MEN BY THESE PRESENTS:

    COUNTY
      OF
      TAYLOR                      §

    


    


    That
 ("Grantor"),
      for and in consideration of Ten and No/100 Dollars ($10.00) and other good
      and
      valuable consideration to Grantor in hand paid by  
      ("Grantee"), the receipt of which is hereby acknowledged, has BARGAINED,
      SOLD and DELIVERED, and by these presents does BARGAIN, SELL and DELIVER, unto
      the said Grantee all of the following described personal property in Taylor
      County, Texas (the "Personal Property"), to wit:

    


    
      	
               

            	
              All
                fixtures, furniture, carpeting, draperies, appliances, furnishings,
                equipment, machinery, inventory, supplies and other items of tangible
                personal property owned by Grantor and affixed, attached to, located
                on or
                about and used exclusively in connection with the ownership, operation,
                and maintenance of the real property (the "Real Property") situated
                in Taylor County, Texas, being more particularly described in Exhibit
                "A" attached hereto and made a part hereof for all proposes and
                improvements thereon, along with all of Grantor's right, title and
                interest in all intangible personal property pertaining to the Real
                Property.

            


    

    


    TO
      HAVE AND TO HOLD the aforesaid
      property unto Grantee, its successors and assigns forever.

    


    Grantor
      hereby assigns to Grantee, and
      Grantee hereby agrees to assume and perform all obligations accruing under
      the
      maintenance, service and supply contracts (the "Contracts") listed on
Exhibit "B" attached hereto and made a part hereof from and after the
      date hereof, and Grantee does hereby agree to indemnify and hold Grantor
      harmless of and from all such obligations accruing from and after the date
      hereof.

    


    UPON
      SALE AND ASSIGNMENT OF THE
      PERSONAL PROPERTY AND CONTRACTS, GRANTOR SPECIFICALLY DISCLAIMS ANY WARRANTY,
      GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS
      TO,
      OR CONCERNING THE NATURE OR CONDITION OF THE PERSONAL PROPERTY OR CONTRACTS
      OR
      THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY
      ELECT TO CONDUCT THEREWITH.  THE SALE AND ASSIGNMENT OF THE PERSONAL
      PROPERTY AND CONTRACTS TO GRANTEE IS MADE IN ITS PRESENT CONDITION ON AN "AS
      IS", "WHERE IS" AND "WITH ALL FAULTS" BASIS, AND GRANTEE BY ACCEPTANCE OF THIS
      BILL OF SALE AND ASSIGNMENT EXPRESSLY ACKNOWLEDGES THAT IN CONSIDERATION OF
      THE
      SALE AND ASSIGNMENT OF THE PERSONAL PROPERTY AND CONTRACTS, GRANTOR MAKES NO
      WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
      LAW,
      WITH RESPECT TO THE PERSONAL PROPERTY OR CONTRACTS, INCLUDING, BUT NOT LIMITED
      TO, ANY WARRANTY OF CONDITION, TITLE, HABITABILITY, MERCHANTABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY OR CONTRACTS
      OR
      ANY PORTION THEREOF.

    


    EXECUTED
      on _________________________,
      2007.

    


    


    
      	
               

            	
              GRANTOR:

            


    

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


    
      	
               

            	
              GRANTEE:

            


    

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    



    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    EXHIBIT
      "E"

    


    ASSIGNMENT
      OF LEASES AND ASSUMPTION AGREEMENT

    


    


    STATE
      OF
      TEXAS                             §

    §           KNOW
      ALL MEN BY THESE PRESENTS:

    COUNTY
      OF
      TAYLOR                      §

    


    


    THIS
      ASSIGNMENT OF LEASES AND
      ASSUMPTION AGREEMENT is executed by and between  
      ("Assignor") and
      ____________   "Assignee").

    


    W
      I T N E S S E T
      H:

    


    Assignor
      has heretofore entered into
      certain tenant leases with tenants covering apartments located in the property
      commonly known as the Chimney Square Apartments and located on a certain tract
      of land situated in Taylor County, Texas (collectively the "Property"),
      more particularly described on Exhibit "A" attached hereto and made a
      part hereof for all purposes (the tenant leases are sometimes referred to herein
      as the "Leases").

    


    Assignee
      desires to purchase from
      Assignor, and Assignor desires to sell and assign to Assignee, the Leases and
      the leasehold estates created thereby.

    


    NOW,
      THEREFORE, for
      and in consideration of the premises and the agreements and covenants herein
      set
      forth, together with the sum of Ten and No/100 Dollars ($10.00) and other good
      and valuable consideration this day paid and delivered by Assignee to Assignor,
      the receipt and sufficiency of all of which by Assignor are hereby confessed
      and
      acknowledged, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER unto
      Assignee the Leases pertaining to the Property and the leasehold estates created
      thereby listed on Exhibit "B" attached hereto and made a part hereof for
      all purposes, and all of the rights, benefits and privileges of the lessor
      thereunder, including without limitation an amount of cash equal to all tenant
      security, pet, cleaning or other deposits however denominated provided to
      Assignor under the Leases and not forfeited, credited or returned to tenants,
      but subject to all terms, conditions, reservations and limitations set forth
      in
      the Leases.

    


    TO
      HAVE AND TO HOLD
      all and singular the Leases unto Assignee, its successors and
      assigns.

    


    
      	
              1.

            	
              It
                is specifically agreed that Assignor shall not be responsible to
                the
                lessees under the Leases for the discharge and performance of any
                and all
                duties and obligations to be performed and/or discharged by the lessor
                thereunder for the period from and after the date hereof, but Assignor
                shall perform and discharge all duties and obligations of lessor
                under the
                Leases prior to the date hereof.  By accepting this Assignment
                of Leases and Assumption Agreement and by its execution hereof, Assignee
                hereby assumes and agrees to discharge and perform all of the terms,
                covenants and conditions of the Leases on the part of the lessor
                therein
                required to be performed, for the period from and after the date
                hereof,
                but not prior thereto, including, but not limited to, the obligation
                to
                repay or account for, in accordance with the terms of the Leases,
                to the
                lessees thereunder any and all security, pet and prepaid rental deposits
                provided for under the Leases.

            


    

    


    
      	
              2.

            	
              All
                of the covenants, terms and conditions set forth herein shall be
                binding
                upon and shall inure to the benefit of the parties hereto and their
                respective heirs, successors, and
                assigns.

            


    

    


    IN
      WITNESS WHEREOF,
      Assignor and Assignee have executed this Assignment of Leases and Assumption
      Agreement this the ______ day of ____________________, 2007.

    


    ASSIGNOR:

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


    
      	
               

            	
              ASSIGNEE:

            


    

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


    (ADD
      PROPER
      ACKNOWLEDGMENTS)


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    EXHIBIT
      "F"

    


    LETTER
      TO TENANTS

    


    ______________,
      2007

    


    


    ______________________

    Apartment
      No. ________

    Chimney
      Square Apartments

    ______________________

    Abilene,
      Texas

    


    
      	
               

            	
              Re:

            	
              Notice
                of Change of Ownership of Chimney Square Apartments, Abilene, Texas
                (the
                "Property")

            


    

    


    Dear
      Resident:

    


    You
      are hereby notified as
      follows:

    


    1.           That
      as of the date hereof the Property has been transferred, sold, assigned, and
      conveyed to ___________________ (the "New Owner") whose address is
 .

    


    2.           The
      New Owner has received and is responsible for your tenant security deposit
      and/or pet deposit in the aggregate amount of $________________ with respect
      to
      your leased premises at the Property.

    


    3.           Future
      rental payments with respect to your leased premises at the Property should
      be
      made to the New Owner by delivery of payment to the on-site manager of the
      Property. All checks or money orders must be made payable to the order of
      __________________________________.

    


    Yours
      very truly,

    


    NEW
      OWNER:

    


    


    By:                                                                           

    Title:                                                                           

    


    


    TRANSFER
      ACKNOWLEDGED:

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    



    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    EXHIBIT
      "G"

    


    PURCHASER'S
      RELEASE

    


    


    This
      Release ("Release") is
      entered into this   day of  , 2007, between
  ("Seller") and  
      ("Purchaser").

    


    RECITALS

    


    A.           Seller
      and Purchaser entered into that certain Purchase and Sale Agreement (the
      "Agreement") dated effective  , 2007, providing for the
      purchase and sale of the Property known as the Chimney Square Apartments,
      Abilene, Taylor County, Texas.

    


    B.           Pursuant
      to Section     of the Agreement, Purchaser has
      terminated the Agreement and is entitled to a refund of the Earnest
      Money.  Under Section 10.12 of the Agreement, Purchaser must
      execute and deliver to Seller this Release.

    


    NOW,
      THEREFORE, in
      consideration of the premises and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
      hereby agree as follows:

    


    
      	
               

            	
              1.

            	
              Seller
                and Purchaser hereby ratify and confirm the above recitals.  All
                defined terms used in this Release shall have the same meanings ascribed
                to them in the Agreement.

            


    

    


    
      	
               

            	
              2.

            	
              Purchaser
                hereby releases and discharges Seller and Title Company, their employees,
                agents and contractors, from any and all claims, liabilities and
                expenses
                (including reasonable attorney's fees) in connection with the Agreement,
                and does further ratify and confirm that Purchaser has no rights
                in and to
                the Property.

            


    

    


    
      	
               

            	
              3.

            	
              Seller
                does hereby release and discharge Purchaser and Title Company, their
                agents and contractors, from any and all claims, liabilities and
                expenses
                (including reasonable attorney's fees) in connection with the
                Agreement.

            


    

    


    
      	
               

            	
              4.

            	
              Seller
                and Purchaser hereby instruct the Title Company to deliver to Purchaser
                the Earnest Money.

            


    

    


    
      	
               

            	
              5.

            	
              This
                Release does not purport to release the matters set forth below,
                and
                Seller and Purchaser hereby reserve all rights and remedies relating
                to:

            


    

    


    
      	
               

            	
              a.

            	
              any
                breach by Purchaser under Section 4.3 of the
                Agreement;

            


    

    


    
      	
               

            	
              b.

            	
              the
                indemnities made by Purchaser in the Agreement which expressly survive
                termination of the Agreement; and

            


    

    


    
      	
               

            	
              c.

            	
              the
                joint indemnity made in Section 10.2 of the
                Agreement.

            


    

    


    
      	
               

            	
              6.

            	
              Seller
                and Purchaser hereby represent and warrant to the other that each
                has the
                power and authority to enter into this Release and that each party
                is the
                owner and holder of all claims and causes of action purported to
                be
                released hereunder.

            


    

    


    


    
      	
               

            	
              SELLER:

            


    

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


    
      	
               

            	
              PURCHASER:

            


    

    


    


    


    


    By:                                                                           

    Name:                                                                           

    Title:                                                                           

    


    


    [ADD
      PROPER
      ACKNOWLEDGMENTS]

    



    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    EXHIBIT
      "H"

    


    


    Disclosure
      of Information on Lead-Based Paint

    and/or
      Lead-Based Paint Hazards

    


    


    


    Lead
      Warning Statement:

    


    Every
      purchaser of any interest in residential real property on which a residential
      dwelling was built before 1978 is notified that such property may present
      exposure to lead from lead-based paint that may place young children at risk
      of
      developing lead poisoning.  Lead poisoning in young children may
      produce permanent neurological damage, including learning disabilities, reduced
      intelligence quotient, behavioral problems, and impaired memory.  Lead
      poisoning also poses a particular risk to pregnant women.  The seller
      of any interest in residential real property is required to provide the buyer
      with any information on lead-based paint hazards from risk assessments or
      inspections in the seller’s possession and notify the buyer of any known
      lead-based paint hazards.  A risk assessment or inspection for
      possible lead-based paint hazards is recommended before purchase.

    


    Seller’s
      Disclosure:

    


    (A)  Presence
      of lead-based paint and/or lead-based paint hazards (check (1) or (2)
      below):

    


    (1)
      ______ - Known lead-based paint and/or lead-based paint hazards are present
      in
      the housing.  To Seller’s knowledge, the following circumstances are
      present in the housing:

    ____________________________________________________________________________________________________________________________________________________________________________.

    


    (2)
      __X____ - Seller has no knowledge of lead-based paint or lead-based paint
      hazards in the housing.

    


    (B)
      Records and reports available to Seller (check (1) or (2) below):

    


    (1)
      ______ - Seller has provided Buyer with all available records and reports
      pertaining to lead-based paint and/or lead-based paint hazards in the
      housing.  The following documents were provided:

    ____________________________________________________________________________________________________________________________________________________________________________.

    


    (2)
      __X____ - Seller has no reports or records pertaining to lead-based paint
      and/or lead-based paint hazards in the housing.

    


    Buyer’s
      Acknowledgment:

    


    Buyer
      has
      read the Lead Warning Statement above and understands its
      contents.  Buyer has received the pamphlet Protect your family from
      Lead in Your Home.  Buyer received an opportunity to conduct a risk
      assessment or inspection for presence of lead-based paint and/or lead-based
      paint hazards, which opportunity expires on March 30, 2007.

    


    Agent’s
      Acknowledgment:

    


    Agent
      has
      informed Seller of Seller’s obligations under 42 U.S.C. Section 4852d and is
      aware of its responsibility to ensure compliance.

    


    


    Certification
      of Accuracy:

    


    The
      following parties have reviewed the information above and certify to the best
      of
      their knowledge, that the information they have provided is true and
      accurate.  Each of the following parties has duly executed and
      delivered this Lead Paint Disclosure Attachment prior to execution and delivery
      of the above-referenced Purchase and Sale Agreement.


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    


    


    SIGNATURE
      PAGE TO

    DISCLOSURE
      OF INFORMATION ON LEAD-BASED PAINT

    AND
      LEAD-BASED PAINT HAZARDS

    


    


    


    


    SELLER:

    


    CHIMNEY
      SQUARE,
      L.P.

    a
      Texas limited
      partnership

    


    DATE
      OF
      EXECUTION                                                     
By:           ARFT, INC.,
      a Texas corporation,

    BY
      SELLER:                                                                                          General
      Partner

    


    By:                                                                

    Robert
      J. Werra,
      President

    


    


    PURCHASER:

    


    


    DATE
      OF EXECUTION

    BY
      PURCHASER:

    


    


    Donald
      R. Bumpus

    


    


    


    


    


    


    


    



    
      
         

      

      
        29