CONTRACT TO PURCHASE AND SELL PROPERTY
                                      AND
                                ESCROW AGREEMENT

                                  by and among

                         NATIONAL PROPERTY INVESTORS 5,
                        A CALIFORNIA LIMITED PARTNERSHIP
                                      AND

                         NATIONAL PROPERTY INVESTORS 6,
                        A CALIFORNIA LIMITED PARTNERSHIP

                           (collectively, "Seller"),

                        APARTMENT GROUP LIMITED, L.L.C.,
              a New Jersey limited liability company ("Purchaser")

                                      and

                     FIRST AMERICAN TITLE INSURANCE COMPANY
                                ("Escrow Agent")


                             THE VILLAGE APARTMENTS
                              VOORHEES, NEW JERSEY
                               TABLE OF CONTENTS

                                                             PAGE
ARTICLE I    Sale of the Property                             1
             Section 1.1   Property                           1
ARTICLE II   Purchase Price                                   2
             Section 2.1   Purchase Price                     2
             (a)    Cash.                                     2
             (b)    Loan Assumption                           2
ARTICLE III  Earnest Money Deposit                            3
             Section 3.1   Amount and Timing                  3
             Section 3.2   Application and Interest           3
ARTICLE IV   Title and Survey                                 3
             Section 4.1   Title Commitment                   3
             Section 4.2   Survey                             4
             Section 4.3   Review of Title and Survey         4
             Section 4.4   Objections to Status of Title
                           and Survey                         4
             Section 4.5   Other Permitted Exceptions         5
ARTICLE V    Inspection By Purchaser                          6
             Section 5.1   Inspection Period                  6
             Section 5.3   Additional Matters to be Delivered
                           by Seller                          7
ARTICLE VI   Representations and Warranties;
                    Disclaimers and Waivers                   8
             Section 6.1   Representations and Warranties 
                           of Purchaser                       8
             Section 6.2   Representations and Warranties 
                           of Seller                          9
             Section 6.3   No additional representations or
                           warranties of Seller               11
             Section 6.4   No Reliance on Documents           12
             Section 6.5   Effect and Survival of Disclaimers 12
ARTICLE VII  Conditions Precedent to Purchaser's and
                           Seller's Performance               13
             Section 7.1   Conditions to Purchaser's Obligations 13
             Section 7.2   Conditions to Seller's Obligations 13
ARTICLE VIII Closing                                          14
             Section 8.1   Time and Place                     14
             Section 8.2   Items to be Delivered at the 
                           Closing                            14
                           (a)    Seller                      14
                           (b)    Purchaser                   15
             Section 8.3   Costs of Closing                   16
             Section 8.4   Prorations                         16
             Section 8.5   Possession and Closing             18
             Section 8.6   Delinquent Rent                    18
                           (a)    Application of Delinquent
                                  Rent                        18
                           (b)    Collection of Delinquent 
                                  Rent                        18
ARTICLE IX   Condemnation or Casualty                         18
             Section 9.1   Condemnation                       18
             Section 9.2   Casualty                           19
ARTICLE X    Defaults and Remedies                            20
             Section 10.1  Default by Purchaser               20
             Section 10.2  Default by Seller                  20
             Section 10.3  Costs of Enforcement               20
ARTICLE XI   Brokerage Commissions                            21
             Section 11.1  Brokerage Commission               21
ARTICLE XII  Operation of the Property Prior to the Closing   21
             Section 12.1  Operation of the Property Prior 
                           to the Closing                     21
ARTICLE XIII Miscellaneous                                    22
             Section 13.1  Notices                            22
             Section 13.2  Governing Law                      23
             Section 13.3  Entirety and Amendments            23
             Section 13.4  Parties Bound                      24
             Section 13.5  Assignment                         24
             Section 13.6  Headings                           24
             Section 13.7  Survival                           24
             Section 13.8  Interpretation                     24
             Section 13.9  Exhibits                           24
             Section 13.10 Time of Essence                    25
             Section 13.11 Multiple Counterparts              25
             Section 13.12 Risk of Loss                       25
             Section 13.13 Business Days                      25
             Section 13.14 No Recordation of Contract         25
             Section 13.15 General                            25
ARTICLE XIV  Escrow Terms                                     27
             Section 14.1  Acceptance of Escrow               27
             Section 14.2  Holding Funds                      27
             Section 14.3  Disbursement of Earnest Money      27
             Section 14.4  Limited Liability                  27
             Section 14.5  Indemnity                          28
             Section 14.6  Escrow Fee                         28
INDEX OF DEFINED TERMS

SECTION
Assignment of Leases                                 8.2(a)(ii)

Bill of Sale                                         8.2(a)(iii)

Business Days                                        13.13

Closing                                              8.1

Closing Date                                         8.1

Contract                                             Recitals

Current Funds                                        3.1

Delinquent Rent                                      8.6(a)

Deposits                                             1.1(c)

Earnest Money Deposit                                3.1

Effective Date                                       Recitals

Escrow Agent                                         Recitals

Exchange                                             13.5

Exception Documents                                  4.1

Exhibits                                             13.9

Existing Lender                                      2.1(b)

Existing Loan                                        2.1(b)

Existing Loan Documents                              2.1(b)

Existing Mortgage                                    2.1(b)

Existing Note                                        2.1(b)
Hazardous Substances                                 6.2(g)

Improvements                                         1.1(a)

Inspection Period                                    5.1.1

Land                                                 1.1(a)

Notice Letters                                       8.2(a)(vi)

Permitted Exceptions                                 4.3

Personalty                                           1.1(b)

Property                                             1.1

Proration Date                                       8.4.4(a)

Purchase Price                                       2.1

Purchaser                                            Recitals

Related Parties                                      13.15.2.A

Rent Ready                                           12.1(f)

Return the Earnest Money Deposit                     4.4

Schedules                                            13.9

Seller                                               Recitals

Service Contracts                                    1.1(d)

Significant Portion                                  9.1(b)

Submission Matters                                   5.3

Substantial Portion                                  9.2(b)

Survey                                               4.2

Tenant Leases                                        1.1(c)

Tenants                                              1.1(c)
Title Commitment                                     4.1

Title Company                                        4.1

Travelers                                            2.1(b)


          CONTRACT TO PURCHASE AND SELL PROPERTY AND ESCROW AGREEMENT


This Contract to Purchase and Sell Property ("Contract") is made and entered
into as of May 1, 1998 ("Effective Date"), by and among NATIONAL PROPERTY
INVESTORS 5, a California limited partnership, NATIONAL PROPERTY INVESTORS 6, a
California limited partnership (collectively, "Seller"), APARTMENT GROUP
LIMITED, L.L.C., a New Jersey limited liability company ("Purchaser") and FIRST
AMERICAN TITLE INSURANCE COMPANY  ("Escrow Agent").

Purchaser desires to purchase and Seller desires to sell certain real property
pursuant to the terms of this Contract.

In consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

                                   ARTICLE I
                              SALE OF THE PROPERTY

     SECTION 1.1  PROPERTY.  Subject to the terms of this Contract, Seller
shall sell to Purchaser, and Purchaser shall purchase from Seller, Seller's
respective rights, titles and interests in and to all of the following described
property (collectively, the "Property"):

          (a)     The approximately 23 acres of land ("Land") located in the
     Township of Voorhees, County of Camden, New Jersey more particularly
     described on Exhibit A hereto commonly known as The Village Apartments,
     together with all improvements and fixtures located on the Land
     ("Improvements"), and all rights, titles and interests of Seller
     appurtenant to the Land and Improvements, including, without limitation,
     all appurtenant easements, adjacent roads, highways and rights-of-way;

     (b)  All tangible personal property of any kind ("Personalty"), including,
     but not limited to, the items set forth on SCHEDULE 5.3(B) hereto, owned by
     Seller and attached to or located on the Land or Improvements, including
     replacements and additions thereto; provided, however, the Personalty does
     not include computer software owned or leased by Seller's property manager;

     (c)  Any leases or other agreements demising space in or providing for the
     use or occupancy of the Improvements or Land ("Tenant Leases"), and all
     unapplied deposits, whether security or otherwise, together with the
     Tenant's portion of interest earned thereon as required by applicable law
     ("Deposits"), paid by tenants ("Tenants") under the Tenant Leases, together
     with all collateral therefor, all guarantees by third parties of the
     agreements and obligations thereunder of Tenants and, except to the extent
     otherwise set forth in SECTIONS 8.4 and 8.6, all rentals, advance rentals,
     receivables, reimbursements and other items payable by Tenants;

     (d)  All service contracts ("Service Contracts"), warranties, guaranties
     and bonds in effect at Closing relating to the Land, the Improvements or
     the Personalty, to the extent the same are assignable;

     (e)  All certificates, permits, licenses, franchises, authorizations and
     approvals relating to the Property and/or the Personalty or the ownership,
     use, access, occupancy or operation thereof, running to or in favor of
     Seller or the Property and/or the Personalty, and which Purchaser hereafter
     elects to accept; and

     (f)  All drawings, plans and specifications covering the Property and in
     Seller's possession; all rights to the name "The Village Apartments" with
     respect to the Property, and all trademarks, trade names, service marks,
     registrations, logos, good will and other rights associated therewith
     (including the right to sue for past and present infringements thereof);
     all other intellectual property used in connection with the ownership and
     operation of the Property; all telephone numbers; all tenant files; all
     operating and maintenance files; and all books, records and other files
     which are used in connection with the ownership and operation of the
     Property and the conduct of the business of Seller relating to the
     Property.

                                   ARTICLE II
                                 PURCHASE PRICE

     SECTION 2.1  PURCHASE PRICE.  The total Purchase Price ("Purchase Price")
to be paid by Purchaser to Seller for the Property shall be Twenty-Nine Million
Five Hundred Fifty Thousand Dollars ($29,550,000). The Purchase Price shall be
payable at the Closing in Current Funds (as defined in SECTION 3.1) as follows:

     (a)  CASH.  Subject to SECTION 3.2, by the payment by Purchaser of cash or
     Current Funds in an amount equal to the difference between (i) the Purchase
     Price, less (ii) the then unpaid principal balance under the Existing Loan
     Documents (as defined below) as of the day before Closing;

     (b)  LOAN ASSUMPTION.  By Purchaser accepting title under and subject to
     (without assuming any additional personal liability thereunder) the then
     unpaid principal balance under (i) the Amended and Restated First Mortgage
     Note dated as of September 30, 1993 ("Existing Note"), in the original
     principal amount of Eleven Million Four Hundred Fifty-Seven Thousand and
     No/100 Dollars ($11,457,000.00), executed by Seller and payable to the
     order of the Travelers Insurance Company (the "Travelers") (the current
     holder thereof and the servicer of the Existing Loan, shall be referred to
     collectively as "Existing Lender"), (ii) the Amended and Restated First
     Mortgage executed by Seller to the Travelers and dated as of September 30,
     1993 ("Existing Mortgage"), and (iii) all other documents securing payment
     of the Existing Note or related to the Existing Note or the Mortgage (the
     Existing Note, Existing Mortgage and any documents executed in connection
     therewith or related thereto, as the same may have been or may hereafter be
     amended or restated, shall collectively be referred to as the "Existing
     Loan Documents" and all indebtedness evidenced by the Existing Loan
     Documents shall be referred to as the "Existing Loan"). Provided, Seller
     shall be released at Closing from any liability arising under the Existing
     Loan or the Existing Loan Documents attributable to the time period
     following Closing.

          All funds held by the Existing Lender in any escrow, reserve or
     similar accounts pursuant to the terms of the Existing Loan Documents are
     held for the benefit of Seller.  At Closing, if allowed by the Existing
     Lender, Purchaser shall fund such escrow/reserve accounts in cash or by
     posting a letter of credit acceptable to the Existing Lender, and Seller
     shall be entitled to arrange with the Existing Lender for return of
     Seller's funds in the escrow/reserve accounts; otherwise, Seller shall
     transfer to Purchaser all of Seller's rights in such escrow/reserve
     accounts, and Purchaser shall pay or credit to Seller the total amounts
     held in all such accounts as of the Closing Date.

                                  ARTICLE III
                             EARNEST MONEY DEPOSIT

     SECTION 3.1  AMOUNT AND TIMING.  Within one (1) business day after the
Effective Date, Purchaser shall deliver to Escrow Agent One Hundred Thousand
Dollars ($100,000.00) ("Earnest Money Deposit") in cash or Current Funds, to be
held by Escrow Agent in escrow to be applied or disposed of by Escrow Agent as
provided in this Contract.  If Purchaser fails to deposit the Earnest Money
Deposit with Escrow Agent as herein provided, then this Contract shall
automatically terminate and neither Seller nor Purchaser shall have any further
obligations hereunder except that the provisions of SECTIONS 5.1.4 and 11.1 of
this Contract shall survive the termination of this Contract.  "Current Funds"
shall mean wire transfers, certified funds or a cashier's check in a form
acceptable to Escrow Agent which would permit Escrow Agent to immediately
disburse such funds.

     SECTION 3.2  APPLICATION AND INTEREST.  If the purchase and sale
contemplated hereunder is consummated, then the Earnest Money Deposit shall be
applied to the Purchase Price at Closing. In all other events, the Earnest Money
Deposit shall be disposed of by Escrow Agent as provided in this Contract. The
Earnest Money Deposit shall be invested by Escrow Agent in a manner reasonably
acceptable to Purchaser and Seller. All interest earned on the Earnest Money
Deposit is part of the Earnest Money Deposit, to be applied or disposed of in
the same manner as the Earnest Money Deposit under this Contract.

                                   ARTICLE IV
                                TITLE AND SURVEY

     SECTION 4.1  TITLE COMMITMENT.  On the Effective Date, Seller shall
deliver to Purchaser a copy of the existing title insurance policy in Seller's
possession. After the Effective Date, Purchaser shall obtain at its expense a
current ALTA Commitment for Title Insurance ("Title Commitment") from a title
company of Purchaser's choice ("Title Company"). The Title Commitment shall set
forth the state of title to the Property, including a list of conditions or
exceptions to title affecting the Property that would appear in an Owner's
Policy of Title Insurance, if one were issued.  The Title Commitment shall
contain the express commitment of the Title Company to issue the Title Policy to
Purchaser in the amount of the Purchase Price, insuring the title to the Real
Property.  At such time as the Title Commitment is furnished to Purchaser, the
Title Company also shall furnish to Purchaser copies of instruments or documents
("Exception Documents") that create or evidence conditions or exceptions to
title affecting the Real Property.  Purchaser shall have the right to negotiate
with the Title Company for additional endorsements, and Seller shall reasonably
cooperate with Purchaser in obtaining those endorsements (at no additional cost
to Seller).

     SECTION 4.2  SURVEY.  Within five (5) business days following the
Effective Date, Seller shall deliver to Purchaser a copy of the most complete
survey of the Real Property, if any, in Seller's possession.  Purchaser shall
pay for any update or new survey required by Purchaser or the Title Company (any
such Seller provided survey or, if obtained by Purchaser, any such updated or
new survey hereinafter referred to as the "Survey").

     SECTION 4.3  REVIEW OF TITLE AND SURVEY.  Purchaser shall have until the
end of the Inspection Period (as hereinafter defined) to notify Seller in
writing of any objections Purchaser has to any matters affecting title to the
Property, including any matters shown or referred to in the Title Commitment,
the Exception Documents, or on the Survey. Any title encumbrances, exceptions or
other matters which are either:  (a) reported to the Title Company and insured
over without exception on the Title Commitment or (b) set forth in the Title
Commitment, the Exception Documents, or on the Survey; and to which Purchaser
does not object in writing within the Inspection Period, shall be deemed to be
permitted exceptions to the status of Seller's title (such encumbrances,
exceptions or other matters, together with such other matters permitted pursuant
to other provisions of this Contract, shall be referred to as the "Permitted
Exceptions").

     SECTION 4.4  OBJECTIONS TO STATUS OF TITLE AND SURVEY.  Subject to the
terms hereof, Seller shall be obligated to deliver marketable title to Purchaser
insurable at regular rates by the Title Company, subject to the Permitted
Exceptions (defined below) and the Existing Mortgage, which Purchaser hereby
deems shall be a Permitted Exception. If Purchaser objects to any matter
affecting title to the Property within the Inspection Period, then Seller shall
have fifteen (15) days to notify Purchaser whether or not Seller will cure,
prior to Closing, any such title objection.  If Seller notifies Purchaser that
it elects not to cure any such objection, then Purchaser may, at its option
exercisable in writing within five (5) days following the date of receipt by
Purchaser of written notice from Seller stating that Seller is unable or
unwilling to cure such objections, either (a) accept such title as Seller can
deliver, in which case all exceptions to title which Seller has stated it will
not cure shall be deemed to be Permitted Exceptions, or (b) terminate this
Contract by notice in writing to Seller in which event Escrow Agent shall Return
the Earnest Money Deposit.  If Purchaser fails to notify Seller, within such
five (5) day period, that Purchaser has elected to proceed under either subpart
(a) or (b) of the immediately preceding sentence, then Purchaser shall be deemed
to have elected to proceed under subpart (a), and this Contract shall remain in
full force and effect.

                  If Seller notifies Purchaser that it elects to cure any such
objections but is unable to cure such objections by Closing or if Seller fails
to notify Purchaser of its intentions with respect to such objections and fails
to cure such objections by Closing, then Purchaser may, at its option, either
(x) accept such title as Seller can deliver in which case the parties shall
proceed with Closing and all exceptions to title which are not removed shall be
deemed to be Permitted Exceptions, or (y) terminate this Contract by notice in
writing to Seller at Closing, in which event Escrow Agent shall Return the
Earnest Money Deposit.

                  "Return the Earnest Money Deposit" shall mean Escrow Agent
shall return Fifty Percent (50%) of the Earnest Money Deposit to Purchaser and
deliver Fifty Percent (50%) of the Earnest Money Deposit to Seller and neither
party shall have any further rights, duties or obligations hereunder except as
otherwise provided in SECTIONS 5.1.4 and 11.1 hereof.

     SECTION 4.5  OTHER PERMITTED EXCEPTIONS.  The Permitted Exceptions shall
include those matters which become Permitted Exceptions pursuant to SECTIONS 4.3
and 4.4 above and, in addition, the following: (a) the Tenant Leases; (b) taxes
and assessments for the year in which the Closing occurs and subsequent years;
and (c) liens and encumbrances arising after the date hereof to which Purchaser
consents in writing. Notwithstanding anything contained herein to the contrary,
Seller shall fully pay and satisfy any liens or encumbrances of a definite or
ascertainable amount and caused by Seller.  Seller shall cause such liens or
encumbrances to be discharged from the public record at closing, or, in the case
of disputed mechanics liens only, to be insured over by the Title Company, so
that such liens or encumbrances do not appear as an exception in the Title
Policy.  Provided, however, any such disputed liens shall be discharged from the
public record upon resolution, which Seller shall diligently pursue, and said
obligation shall survive Closing.

     SECTION 4.6  UTILITY AVAILABILITY AND ENCROACHMENTS.  If the Title
Commitment, Exception Documents and/or Survey reveal that the following
provisions set forth in (I) and (II) below are not true and correct as of the
date of the Title Commitment and/or Survey, then Purchaser shall immediately
notify Seller in writing (such notice shall be no later than the end of the
Inspection Period) and Purchaser shall have the right to terminate this
Contract, whereupon Escrow Agent shall return the entire $100,000 Earnest Money
Deposit to Purchaser and neither party shall have any further rights, duties or
obligations hereunder, except as otherwise provided in SECTIONS 5.1.4 and  11.1
hereof:

     (i)  all public utilities required for the operation of the Property either
     enter the Property through adjoining public streets, or if they pass
     through adjoining private land, do so in accordance with irrevocable
     easements which run to the benefit of the owner of the Property; and

     (ii) the buildings upon the Property are entirely within the boundary lines
     of the lands described in EXHIBIT A hereto; there are no encroachments
     thereon; and there is access from each of such buildings to a legally
     opened public street or highway over lands included in this sale or
     pursuant to irrevocable easements running to the benefit of the owner of
     the Property.

                                   ARTICLE V
                            INSPECTION BY PURCHASER

     SECTION 5.1  INSPECTION PERIOD

     5.1.1          Purchaser shall have a period of time commencing on the
Effective Date and expiring at 5:00 p.m E.D.T. on the forty-fifth (45th) day
thereafter ("Inspection Period") within which to examine the Property. During
the Inspection Period, Seller shall allow Purchaser and Purchaser's agents
access to the Property during normal business hours to (i) conduct physical
inspections of the land, improvements and personalty, and conduct soil and
engineering, hazardous waste (including asbestos and formaldehyde), marketing,
zoning and other studies or tests and (ii) review and/or photocopy at property
manager's office during normal business hours, all books and records, currently
effective Tenant Leases, lease amendments, improvement agreements, and any other
currently effective agreements relating to the use or occupancy of the Property,
which documents Seller's property manager will make available to Purchaser for
this purpose.

                  Notwithstanding the foregoing, (a) the costs and expenses of
Purchaser's investigation shall be borne solely by Purchaser, (b) prior to the
expiration of the Inspection Period, Purchaser shall restore any damage to the
Property caused by Purchaser or its agents to the condition which existed prior
to Purchaser's entry thereon and investigation thereof, (c) Purchaser shall not
unreasonably interfere with, interrupt or disrupt the operation of Seller's
business on the Property, and such access by Purchaser and/or its agents shall
be subject to the rights of Tenants under Tenant Leases, (d) Purchaser shall not
permit any mechanic's or materialman's liens or any other liens to attach to the
Property by reason of the performance of any work or the purchase of any
materials by Purchaser or its agents in connection with any studies or tests
conducted pursuant to this SECTION 5.1, (e) Purchaser shall have the right to
enter vacant units (and, with the consent of the respective tenants, leased
units), provided that Purchaser shall give notice to Seller forty-eight (48)
hours prior to entry onto the Property and shall permit Seller to have a
representative present during all investigations and inspections conducted with
respect to the Property, (f) Seller agrees that property manager and maintenance
supervisor will be available to answer questions which Purchaser may reasonably
ask concerning the Property, and (g) Purchaser shall take all reasonable actions
and implement all reasonable protections necessary to ensure that all actions
taken in connection with the investigations and inspections of the Property, and
all equipment, materials and substances generated, used or brought onto the
Property in the course of such investigations and inspections pose no material
threat to the safety of persons or the environment and cause no damage to the
Property or other property of Seller or other persons.

   5.1.2          If following the effective date of the Title Commitment (a)
any additional title encumbrances (other than as caused by Purchaser) become
effective against the Property, which Seller does not cause to be cured that
such matters do not appear as an exception in the Owner's Policy or (b) a survey
update reveals any new adverse matters which Seller does not cure by Closing,
then Purchaser may terminate this Contract by delivery of written notice to
Seller given in accordance with the provisions of SECTION 13.1, in which event
Escrow Agent shall Return the Earnest Money Deposit.   Seller shall cause any
such encumbrance of a monetary nature to be satisfied or discharged from the
public record at Closing.

     5.1.3          All information made available by Seller to Purchaser in
accordance with this Contract or obtained by Purchaser in the course of its
investigations shall be treated as confidential information by Purchaser (except
to the extent Purchaser is required by law or legal process to disclose such
information, or reasonably needs to disclose such information in order to give
information to private investors for the transaction contemplated herein).
Prior to Closing, Purchaser shall use reasonable efforts to prevent its agents
and employees from divulging such information to any third parties except as
reasonably necessary to third parties engaged by Purchaser for the limited
purpose of analyzing and investigating such information for the purpose of
consummating the transaction contemplated by this Contract, including
Purchaser's attorneys and representatives, prospective lenders, investors and
engineers.

     5.1.4          Purchaser shall indemnify, defend and hold harmless Seller
and its general and limited partners  and the officers, directors and employees
from and against any claims, liabilities, causes of action, damages, liens,
losses, fines, fees and expenses (including, without limitation, attorneys' fees
and expenses) incident to, resulting from or in any way arising out of any
intentional, reckless or negligent infliction of injury to persons or damage to
property caused by Purchaser or its agents on the Property. The agreements
contained in this SECTION 5.1.4 shall survive the Closing forever (subject to
any applicable statutes of limitation) and shall not be merged therein and shall
also survive any termination of this Contract.

     SECTION 5.2  APPROVAL OF INSPECTIONS.  If Purchaser determines at any time
prior to the end of the Inspection Period that any aspect of the Property is not
satisfactory to Purchaser, then Purchaser may terminate this Contract by
delivery of written notice to Seller within the Inspection Period given in
accordance with the provisions of SECTION 13.1, in which event Escrow Agent
shall Return the Earnest Money Deposit.  If Purchaser does not timely deliver to
Seller written notice of termination within the Inspection Period, the
conditions of this SECTION 5.2 shall be deemed satisfied, and Purchaser may not
thereafter terminate this Contract pursuant to this SECTION 5.2

     SECTION 5.3  ADDITIONAL MATTERS TO BE DELIVERED BY SELLER.  No later than
ten (10) days from the Effective Date, Seller shall deliver to Purchaser the
following items (collectively, the "Submission Matters"), if same are not
attached hereto as a Schedule:

          (a)     A copy of the form used for Tenant Leases with respect to the
     Property;

          (b)     An inventory of all Personalty current to within thirty (30)
     days prior to the Effective Date attached hereto as SCHEDULE 5.3(B);

          (c)     Copies of any and all Service Contracts in Seller's
     possession relating to the ownership and operation of the Property, as
     identified on the list attached as SCHEDULE 5.3(C);

          (d)     Copies of all warranties and guarantees in Seller's
     possession relating to the Property, or any part thereof, or to the
     Personalty owned by Seller and located on or used in connection with the
     Property;

          (e)     Copies of all plans and specifications in Seller's possession
     with respect to the Property and copies of all licenses and permits in
     Seller's possession or control with respect to the ownership and operation
     of the Property, including building permits and certificates of occupancy;

          (f)     A certificate of hazard, liability and other insurance
     policies held by Seller with respect to the Property attached hereto as
     SCHEDULE 5.3(F);

          (g)     Copies of the most recent real estate and personal property
     tax statements in Seller's possession applicable to the Property
     (including, if applicable, any rental tax and special assessment
     statements); and

          (h)     The Rent Roll attached hereto as SCHEDULE 6.2(E).

     SECTION 5.4  POST INSPECTION PERIOD INSPECTIONS.  In addition to and not
in limitation of the rights and privileges granted to the Purchaser in SECTION
5.1 above, Purchaser shall have the privilege of entering upon the Property
during normal working hours, at any time between the Effective Date and the
Closing Date, for the purpose of making further surveys, inspections,
examination of Tenant Leases, books and records, and the like, subject to the
notice and other provisions of SECTION 5.1 above

                                   ARTICLE VI
            REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND WAIVERS

     SECTION 6.1  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser
represents and warrants to Seller as of the date hereof as follows, provided,
Purchaser shall also certify to Seller at Closing that there has been no
material change in any of the following representations and warranties.  Each of
the representations and warranties of Purchaser below shall survive the Closing
for only six (6) months except as to any such representation or warranty as to
which Seller has within such six (6) month period asserted with reasonable basis
a claim against Purchaser.

          (a)     Purchaser is a limited liability company, duly authorized and
     validly existing under the laws of the State of New Jersey;

          (b)     Purchaser has full right and authority to enter into this
     Contract and to consummate the transactions contemplated herein;

          (c)     Each of the persons executing this Contract on behalf of
     Purchaser is authorized to do so; and

          (d)     This Contract constitutes a valid and legally binding
     obligation of Purchaser, enforceable in accordance with its terms.

     SECTION 6.2  REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller represents
and warrants to Purchaser as of the date hereof as follows, provided, Seller
shall also certify to Purchaser at Closing that there has been no material
change in any of the following representations and warranties.  Each of the
representations and warranties of Seller below shall survive the Closing for
only six (6) months except as to any such representation or warranty as to which
Purchaser has within such six (6) month period asserted with reasonable basis a
claim against Seller:

          (a)     Seller (i) is comprised of two duly organized and validly
     existing limited partnerships under the laws of the State of California;
     Seller is duly bound by the actions and execution hereof by the general
     partner of Seller who executed this Contract; (iii) has the authority and
     power to enter into this Contract and to consummate (including the
     execution of all necessary documents and contracts) the transaction
     provided for herein; (iv) is the owner of the landlord's interest in the
     Tenant Leases; and (v) to the extent required to own, operate and sell the
     Property, is authorized to own and transfer real estate under the laws of
     the State of  New Jersey and to otherwise transact and conduct business in
     the State of New Jersey

          (b)     The execution and delivery by Seller of, and the performance
     and compliance by Seller with the terms and provisions of this Contract do
     not violate any of the terms, conditions or provisions of (i) any judgment,
     order, injunction, decree, regulation or ruling of any court or other
     governmental authority to which Seller is subject, or (ii) any agreement or
     contract listed on any Schedule to this Contract or any other agreement or
     contract to which Seller is a party or to which it or the Property is
     subject (except for the agreements listed on any Schedule to this Contract,
     as the terms of such agreements speak for themselves).  This Contract
     constitutes a valid and binding obligation of Seller, enforceable in
     accordance with its terms.

          (c)     Seller is the sole owner of, and has title to, the Property
     free and clear of all liens, encumbrances, claims and demands, other than
     the Permitted Exceptions. Seller has not entered into any agreement to
     sell, mortgage, lease (other than to residential tenants for personal
     occupancy) or otherwise encumber or dispose of its interest in the Property
     or any part thereof, except for the loans currently secured by the
     Property, the Permitted Exceptions and this Contract.

          (d)     (i)    As of the date of this Contract, except as set forth on
     SCHEDULE 6.2(D)(I), Seller has not received any notice of (nor to its
     knowledge are) any actions, suits, proceedings or claims pending or
     threatened against or affecting Seller (in respect of the Property), at law
     or equity or before or by any governmental authority. Provided, if Seller
     is unable to restate this representation at Closing because such a matter
     has arisen affecting Seller (but which is not a lien against the Property),
     then such inability to restate shall not constitute a breach of this
     Contract or a failure of an obligation hereunder.

                  (ii)   As of the date of this Contract, Seller has not
     received any notice of (nor to its knowledge are there) any actions, suits,
     proceedings or claims which constitute a lien or encumbrance on the
     Property.

          (e)       All of the information contained in the Rent Roll attached
     hereto as SCHEDULE 6.2(E), including, without limitation the tenants and
     occupants of the Property as of the date of the Rent Roll ,the space
     leased, the Lease expiration dates, the security deposits, arrearages, the
     rentals and the concessions, if any, granted to the tenants is
     substantially true and complete.

          (f)     Seller is not aware of any existing landlord defaults under
     the Tenant Leases.

          (g)     To the actual knowledge of Seller, without independent
     investigation or inquiry, and except for such matters as are disclosed in
     the Existing Phase I or as may be disclosed by the environmental report to
     be performed by Purchaser or its agents during the Inspection Period, (i)
     no Hazardous Substances exist on the Property and no leak, spill, release
     or discharge of Hazardous Substances has occurred on the Property, and (ii)
     neither the Property nor any land adjacent to the Property is in violation
     or subject to any existing investigation by any governmental authority
     under any applicable federal, state or local law, regulation or ordinance
     pertaining to Hazardous Substances or other environmental matters.
     "Hazardous Substances" means all chemical substances, asbestos, oil,
     petroleum products, formaldehyde, PCB's, toxic, carcinogenic, radioactive
     or hazardous waste or materials, existing in such concentrations or amounts
     as would require removal or remediation under applicable federal, state or
     local laws, regulations or ordinances, and also shall include any
     underground storage tanks.  Simultaneously herewith, Seller and Purchaser
     shall complete and execute a "Disclosure of Information on Lead-Based Paint
     and/or Lead-Based Paint Hazards", the form of which is attached hereto as
     SCHEDULE 6.2(G).

          (h)     As of the Effective Date, no notices or requests have been
     received by Seller from any insurance company (or Board of Fire
     Underwriters), any mortgagee or any governmental agency, public body or
     authority, requesting or recommending the performance of any work with
     respect to the Property which have not been fully complied with, setting
     forth any violation with respect to the Property or abutting streets or
     sidewalks or requiring the correction of any violation.  Provided, if
     Seller receives notice of such requests or recommendations between the
     Effective Date and the Closing Date, then Seller shall immediately notify
     Purchaser of same in writing, but receipt of such requests or
     recommendations shall not constitute a breach of this Contract by Seller
     hereunder.  However, neither Seller nor Purchaser shall have any obligation
     to comply with any such requests or recommendations.  In the event neither
     party complies with such requests or recommendations, then Purchaser may
     terminate this Contract, whereupon Escrow Agent shall return the entire
     $100,000 Earnest Money Deposit to Purchaser, and neither party shall have
     any further rights, duties or obligations hereunder, except as otherwise
     provided in SECTIONS 5.1.4 and 11.1 hereof.

          (i)     The title to the Personalty to be delivered and conveyed to
     Purchaser at Closing shall be at the time of Closing good and marketable
     free and clear of any and all liens or encumbrances, except the Permitted
     Exceptions.

          (j)     There are no existing and outstanding service or maintenance
     or other contracts affecting the Property or any portion thereof nor are
     there any brokerage or agency agreements outstanding with respect to any of
     the Tenant Leases, except such as are set forth in SCHEDULE 5.3(C) attached
     hereto;  all such contracts are in full force and effect and are not in
     default;

          (k)     Seller has received no notice of an exercise or threatened
     exercise of the power of Eminent Domain with respect to the Property for
     which Seller is entitled to receive an award or other compensation.

          (l)     To the best knowledge of Seller, the unpaid principal balance
     of the Existing Loan is the sum of Ten Million Eight Hundred Sixty-Nine
     Thousand Three Hundred Nineteen Dollars ($10,869,319.00), the Existing Loan
     Documents are presently in full force and effect and no default exists
     thereunder; pending Closing, Seller shall make the principal, interest and
     other payments falling due under the Existing Loan Documents and shall
     otherwise comply with all of their requirements.

     SECTION 6.3  NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER.
Except as expressly specified in this Contract or the special warranty deed or
other documents to be delivered at closing, Seller has not made, and Seller
hereby specifically disclaims, any warranty, guaranty or representation, oral or
written, past, present or future, of, as to, or concerning, (a) the nature and
condition of the Property, including, without limitation, the water, soil and
geology, and the suitability thereof and of the Property for any and all
activities and uses which Purchaser may elect to conduct thereon; (b) the
existence, nature and extent of any right-of-way, lease, right to possession or
use, lien, encumbrance, license, reservation, condition or other matter
affecting title to the Property; and (c) whether the use or operation of the
Property complies with any and all laws, ordinances or regulations of any
government or other regulatory body. Except as expressly specified in this
Contract or the special warranty deed or other documents to be delivered at
Closing, PURCHASER AGREES TO ACCEPT THE PROPERTY, AND ACKNOWLEDGES THAT THE SALE
OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY SELLER, ON AN "AS IS, WHERE
IS, AND WITH ALL FAULTS" BASIS. EXCEPT AS EXPRESSLY SPECIFIED IN THIS CONTRACT
OR THE SPECIAL WARRANTY DEED OR OTHER DOCUMENTS TO BE DELIVERED AT CLOSING,
PURCHASER EXPRESSLY ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATION OR WARRANTY
OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES
OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE
SPECIAL WARRANTY DEED AND HEREIN), ZONING, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PREMISES WITH GOVERNMENTAL LAWS,
THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION (INCLUDING, WITHOUT
LIMITATION, THE SUBMISSION MATTERS) PROVIDED BY OR ON BEHALF OF SELLER TO
PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER
ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SPECIFIED IN ANY WRITTEN INSTRUMENT
DELIVERED BY SELLER TO PURCHASER INCLUDING, WITHOUT LIMITATION, THIS CONTRACT,
SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS
OR IMPLIED, OR ARISING BY OPERATION OF LAW REGARDING OR WITH RESPECT TO ANY SUCH
INFORMATION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED OR
TO BE PROVIDED BY SELLER REGARDING THE PROPERTY.

                  Further, and without in any way limiting any other provision
of this Contract, except as expressly specified in this Contract, Seller has
made and makes no representation, warranty or guaranty, and hereby specifically
disclaims any warranty, guaranty or representation, oral or written, past,
present or future, with respect to the presence or disposal on or beneath the
Property (or any parcel in proximity thereto) of Hazardous Substances and shall
have no liability to Purchaser therefor (except for a breach of Seller's
representations or warranties set forth in SECTION 6.2(G)).  Without limitation
of the preceding sentence, except as expressly specified in this Contract,
Seller specifically disclaims any representation, warranty or guaranty regarding
the accuracy of any environmental reports which may be included within the
Submission Matters. By acceptance of this Contract and the special warranty deed
to be delivered by Seller at the Closing, Purchaser acknowledges that
Purchaser's opportunity for inspection and investigation of the Property (and
other parcels in proximity thereto) will be adequate to enable Purchaser to make
Purchaser's own determination with respect to the presence or disposal on or
beneath the Property (and other parcels in proximity thereto) of Hazardous
Substances.

     SECTION 6.4  NO RELIANCE ON DOCUMENTS.  Except as expressly stated herein,
Seller makes no representation or warranty as to the truth, accuracy or
completeness of any materials, data or information (including, without
limitation, the Submission Matters) delivered by Seller, or its general partner
or their respective affiliates or representatives to Purchaser in connection
with the transaction contemplated hereby. Except as expressly stated herein,
Purchaser acknowledges and agrees that all materials, data and information
(including, without limitation, the Submission Matters) delivered by Seller, its
general partner or their respective affiliates or representatives to Purchaser
in connection with the transaction contemplated hereby are provided to Purchaser
as a convenience only and that any reliance on or use of such materials, data or
information by Purchaser shall be at the sole risk of Purchaser.

     SECTION 6.5  EFFECT AND SURVIVAL OF DISCLAIMERS.  Seller and Purchaser
agree that the provisions of SECTIONS 6.3 and 6.4 shall survive Closing and the
termination of this Contract forever.

                                  ARTICLE VII
          CONDITIONS PRECEDENT TO PURCHASER'S AND SELLER'S PERFORMANCE

     SECTION 7.1  CONDITIONS TO PURCHASER'S OBLIGATIONS.  Purchaser's
obligation under this Contract to purchase the Property is subject to the
fulfillment of each of the following conditions (any or all of which may be
waived by Purchaser):

          (a)     Seller shall be ready, willing and able to deliver title to
     the Property in accordance with the terms and conditions of this Contract;

          (b)     Seller shall have delivered all the documents and other items
     required pursuant to SECTION 8.2(A), and shall have performed, in all
     material respects, all other covenants, undertakings and obligations, and
     complied with all conditions required by this Contract to be performed or
     complied with by Seller at or prior to the Closing; and

                  If any of the above conditions are not satisfied by Closing,
then Purchaser may terminate this Contract and proceed pursuant to SECTION 10.2
of this Contract.

     SECTION 7.2  CONDITIONS TO SELLER'S OBLIGATIONS.  Seller's obligation
under this Contract to sell the Property to Purchaser is subject to the
fulfillment of each of the following conditions (all or any of which may be
waived by Seller):

          (a)     Purchaser shall have delivered the funds required hereunder
     and all the documents to be executed by Purchaser set forth in SECTION
     8.2(B);

          (b)     Purchaser shall have delivered to Escrow Agent for Closing
     all the documents and other items required pursuant to SECTION 8.2(B), and
     shall have performed, in all material respects, all other covenants,
     undertakings and obligations, and complied with all conditions required by
     this Contract to be performed or complied with by Purchaser at or prior to
     the Closing; and

                  If any of the above conditions set forth in this SECTION 7.2
are not satisfied by Closing, then Seller may terminate this Contract and
proceed pursuant to SECTION 10.1 of this Contract.

     SECTION 7.3  CONSENT OF EXISTING LENDER.  Notwithstanding anything else
contained herein, Purchaser's and Seller's obligations to close hereunder are
contingent upon Seller and Purchaser securing from the Existing Lender written
consent to the sale and conveyance of the Property subject to the Existing Loan
Documents as contemplated herein.  If Seller and Purchaser are unable to secure
such consent in writing from the Existing Lender on or before forty-five (45)
days following the Effective Date, then this Contract shall terminate and Escrow
Agent shall Return the Earnest Money Deposit.  Within twenty (20) days of the
Effective Date, Purchaser shall complete its application to Existing Lender for
consent to the transfer contemplated hereby and shall otherwise provide all
documents required by Existing Lender to process such application.

                                  ARTICLE VIII
                                    CLOSING

     SECTION 8.1  TIME AND PLACE.  The consummation of the purchase and sale of
the Property ("Closing") shall take place on the date ("Closing Date") thirty
(30) days following the end of the Inspection Period at 10:00 a.m. at the
offices of Sherman, Silverstein, Kohl, Rose & Podolsky.  Notwithstanding the
above, each party will reasonably cooperate with the other party in
accomplishing the Closing by mail using appropriate escrows, if either party so
requests.

     SECTION 8.2  ITEMS TO BE DELIVERED AT THE CLOSING

                  (a)    Seller    At the Closing, Seller shall deliver, or
          cause to be delivered, to Purchaser each of the following items:

                  (i)    A Bargain and Sale Deed with Covenants Against
             Grantor's Acts duly executed and acknowledged by Seller in the
             form attached hereto as Exhibit B.

                  (ii)   An Assignment and Assumption of Leases ("Assignment of
             Leases") duly executed and acknowledged by Seller in the form
             attached hereto as Exhibit C.

                  (iii)  A Blanket Conveyance, Bill of Sale and Assignment
             ("Bill of Sale") duly executed by Seller in the form attached
             hereto as Exhibit D.

                  (iv)   All keys and master keys to all locks located on the
             Property that are in Seller's possession.

                  (v)    All original Tenant Leases that are in Seller's
             possession.

                  (vi)   An executed form letter to the Tenants regarding the
             sale of the Property ("Notice Letters") in the form attached
             hereto as Exhibit F.

                  (vii)  All original Service Contracts relating to the Property
             that are in Seller's possession.

                  (viii) A Non-Foreign Affidavit in the form attached hereto as
             Exhibit E.

                  (ix)   Such resolutions and certificates of Seller or its
             partners or such other evidence reasonably required by the Title
             Company as to the authority of the persons signing on behalf of
             Seller to consummate this Contract.

                  (x)    A rent roll prepared with respect to the Property in
             the form attached hereto as SCHEDULE 6.2(E) which shall be
             certified, to Seller's knowledge, as being true and correct as of
             a date not more than three (3) days prior to Closing.

                  (xi)   At the Property, all tenant files and other files which
             are used in connection with the ownership and operation of the
             Property or any part thereof and the conduct of the business of
             Seller relating to the Property or any part thereof.

                  (xii)  A duly executed closing statement.

                  (xiii) Seller's duly executed certificate of reaffirmation and
             remaking dated as of the Closing Date, confirming that the
             warranties and representations of Seller as made herein are
             materially true and correct as of the Closing Date.

                  (xiv)  A credit on the closing statement to Purchaser in the
             amount of all unapplied deposits held and all advance rentals
             received under Tenant Leases, together with a certified list of
             each Tenant who has made such a Deposit or advance rental and the
             amount thereof.

                  (xv)   A certificate from the manager of the Property to the
             effect that the management agreement relating to the Property has
             been terminated and that the manager has no claim whatsoever
             against Purchaser and the Property or any part thereof under or in
             connection with the management agreement, the agreements and
             obligations thereunder or otherwise.

                  (xvi)  A closing letter from the Existing Lender setting forth
             a complete list of the Existing Loan Documents (and copies
             thereto, if requested by Purchaser), the unpaid principal balance
             of the Existing Loan as of the Closing Date, the last date to
             which interest has been paid, the amount then held on deposit for
             real property taxes, insurance premiums, and for any other
             purposes, and whether to the knowledge of the Existing Lender any
             default then exists in the performance by Seller of its
             obligations under the Existing Loan Documents.

                  (xvii) An assignment to Purchaser of Seller's right, title and
             interest in the  escrow accounts held by Existing Lender pursuant
             to the Existing Loan, if applicable pursuant to the terms of this
             Contract.

                  (xviii)     Such other documents as may be reasonably required
             to effectuate this Contract.

          (b)     Purchaser.  At the Closing, Purchaser shall deliver to Seller
     each of the following items:

                  (i)    The cash portion of the Purchase Price in Current
          Funds.

                  (ii)   The Assignment of Leases, duly executed and
          acknowledged by Purchaser.

                  (iii)  Such additional funds in cash or Current Funds, as may
          be necessary to cover Purchaser's share of the closing costs and
          prorations hereunder.

                  (iv)   Evidence satisfactory to the Title Company that the
          person or persons executing this Contract and the closing documents on
          behalf of Purchaser have full right, power and authority to do so.

                  (v)    The Notice Letters duly executed by Purchaser.

     SECTION 8.3  COSTS OF CLOSING.  The costs of the escrow fees of Escrow
Agent (if any) shall be paid by Purchaser and Seller, shared equally.  The costs
of the Title Commitment, Title Policy; the Survey; and recording the Deed and
any other related documents shall be paid by Purchaser.  The costs of deed
stamps or transfer taxes shall be paid by Seller.  All other expenses incurred
by Seller and Purchaser with respect to the Closing, including, but not limited
to, the attorneys' fees and costs and expenses incurred in connection with
negotiating, preparing and closing the transaction contemplated by this
Contract, shall be borne and paid exclusively by the party incurring such
expense.

     SECTION 8.4  PRORATIONS

     8.4.1          All normal and customarily proratable items, including,
without limitation, current rents, prepaid rents, if any, operating expenses,
and other expenses and fees, including without limitation, interest on the
Existing Note, and payments relating to any agreements affecting the Property
which survive the Closing, shall be prorated as of the Closing Date, Seller
being charged and credited for all of same attributable to the period up to, and
including, the day prior to the Closing Date (and credited for any amounts paid
by Seller attributable to the period thereafter) and Purchaser being responsible
for, and credited or charged, as the case may be, for all of same attributable
to the period on and after the Closing Date.

     8.4.2          (a)  All unapplied Deposits under Tenant Leases in the
possession of Seller, if any, shall be transferred (or credited) by Seller to
Purchaser at the Closing. There shall be no application of security deposits to
unpaid rent unless the tenant has vacated without paying Rent.

                  (b)    The amount on deposit in the Existing Mortgage escrow
account of Seller shall be paid or credited to Seller by Purchaser at Closing.

     8.4.3          Any real estate ad valorem or similar taxes for the
Property, or any installment of assessments payable in installments which
installment is payable in the year of Closing and those which are attributable
to the calendar year in which the Closing occurs (due and payable in a
succeeding calendar year), shall be prorated to the date of Closing, based upon
actual days involved. In connection with the proration of real property taxes or
installments of assessments, such proration shall be based upon the assessed
valuation and tax rate figures for the year in which the Closing occurs to the
extent the same are available; provided, if actual figures (whether for the
assessed value of the Property or for the tax rate) for the year of Closing are
not available at the Closing Date, then the proration shall be based upon the
amounts from the preceding year. The proration shall be final and unadjustable.
If the Property has been assessed for property tax purposes at such rates as
would result in "roll back" taxes upon the changes in land usage or ownership of
the Property, then Seller shall pay all such taxes and hereby indemnifies, holds
harmless and agrees to defend Purchaser from and against any and all causes of
action, expenses, fines and liabilities for or relating to such taxes.

     8.4.4          Prorations should be governed by the following additional
provisions:

          (a)     Utilities, if any, payable by Seller, shall be prorated.
     Provided, Seller shall obtain meter readings on the day immediately
     preceding the Closing Date ("Proration Date"), and if such readings are
     obtained, there shall be no proration of such items and Seller shall pay
     the bills therefor for the period through the Proration Date, and Purchaser
     shall pay the bills therefor for the period subsequent to the Proration
     Date as and when rendered. If Seller is unable to obtain meter readings as
     of the Proration Date, utilities shall be prorated at the Proration Date
     based upon the most recent utility bills, adjusted for seasonality (such
     adjustment being reasonably acceptable to both parties), and reprorated
     upon issuance of the actual bills. In addition, if there are any utility
     charges submetered to Tenants and payable by them directly to Seller,
     Seller shall use reasonable efforts to obtain readings thereof at the
     Closing Date, and such items shall be prorated in mode and manner as with
     respect to rents.  Provided, however, Seller may have utility service at
     the Property terminated in accordance with SECTION 8.5.

          (b)     Prepaid and unpaid expenses and charges respecting utilities
     and all other expenses incurred in the operation of the Property shall be
     prorated at and as of the Closing Date.

          (c)     In the case of any charges payable by Tenants to Seller
     applicable to periods of time ending before the Closing Date but to become
     payable thereafter when bills are rendered (such as service charges, supply
     charges and utility charges), Seller shall after settlement prepare and
     promptly deliver to Purchaser the information necessary to prepare the
     bills to the tenants. Seller represents that to the best of its knowledge
     such information will be true, complete and correct. All such charges shall
     be paid to Purchaser and adjusted in the same manner as provided herein.

                  Except as otherwise provided herein, prorations shall be made
     as of the end of business on the Proration Date.

                  The provisions of this SECTION 8.4 shall survive the Closing
and the termination of this Contract forever.

                  Except for those items for which this Contract specifically
provides for reprorations, all prorations shall be considered final and absolute
as of Closing. Those items which specifically require reproration in accordance
with the terms hereof, upon the tendering from the "owing" party to the "owed"
party of the amounts due, shall be considered final and absolute.

    SECTION 8.5  POSSESSION AND CLOSING.  Possession of the Property shall be
delivered to Purchaser by Seller at the Closing, subject only to the Permitted
Exceptions and the rights of the Tenants. Purchaser shall make its own
arrangements for the provision of public utilities to the Property and Seller
shall terminate its contracts with such utility companies that provide services
to the Property as of the end of business on the Closing Date.

     SECTION 8.6  DELINQUENT RENT

          (a)     Application of Delinquent Rent.  If on the Closing Date any
     Tenant is in arrears in the payment of any rent under any Tenant Lease (the
     "Delinquent Rent") payable by it, any Delinquent Rent received by Purchaser
     and Seller from such Tenant after the Closing shall be applied to amounts
     due and payable by such Tenant during the following periods in the
     following order of priority: (A) first, to the period of time after the
     Closing Date; and (B) second, to the period of time prior to the Closing
     Date. The provisions of this SECTION 8.6(A) shall survive the Closing and
     the termination of this Contract forever.

          (b)     Collection of Delinquent Rent.  Purchaser shall have no
     obligation to collect past due rentals and other amounts from Tenants after
     the Proration Date. Seller retains its rights in and to such past due
     rentals, but shall not institute suit to effect collection and shall not
     disturb or otherwise interfere with any Tenant in its occupancy and use and
     enjoyment of its demised premises.

                                   ARTICLE IX
                            CONDEMNATION OR CASUALTY

     SECTION 9.1  CONDEMNATION.

          (a)     If all or any Significant Portion (as defined in SECTION
     9.1(B)) of the Property is condemned or taken by eminent domain or conveyed
     by deed in lieu thereof, or if any condemnation proceeding is commenced for
     all or any Significant Portion of the Property, prior to Closing, then
     Purchaser may elect to terminate this Contract by written notice thereof to
     Seller within fifteen (15) days after Purchaser receives notification of
     the condemnation, taking or deed in lieu or institution of such
     condemnation proceeding (which notice Seller shall deliver to Purchaser
     within ten (10) days of Seller's receipt thereof). If Purchaser does not
     terminate this Contract pursuant to this SECTION 9.1(A), then both parties
     shall proceed to close the transaction contemplated herein pursuant to the
     terms hereof, in which event Seller shall, except as limited in SECTION
     9.1(B) hereof, deliver to Purchaser at the Closing any proceeds actually
     received by Seller attributable to the Property from such condemnation,
     eminent domain proceeding or deed in lieu thereof (except for proceeds
     previously used to restore or repair the Property ) and assign its interest
     in and to any such proceeds, and there shall be no reduction in the
     Purchase Price.

          (b)     For purposes of SECTION 9.1(A), "Significant Portion" of the
     Property shall be deemed to be any portion of the Property with either a
     fair market value or replacement cost in an amount equal to or greater than
     $300,000. Notwithstanding anything to the contrary contained in SECTION
     9.1(A), if Purchaser has not timely elected to terminate in accordance with
     SECTION 9.1(A), and if the proceeds payable with respect to the Property as
     a result of condemnation exceed the Purchase Price for the Property, then
     the portion of such proceeds in excess of the Purchase Price shall be paid
     to Purchaser at the Closing. The foregoing provision shall survive the
     Closing and the termination of this Contract forever.  If Seller retains
     any proceeds paid prior to Closing, then such amount shall be credited to
     Purchaser at Closing.

          (c)     If less than a Significant Portion of the Property is
     condemned, taken by eminent domain, conveyed by deed in lieu thereof or is
     the subject of a condemnation proceeding, then neither party shall have the
     right to terminate this Contract pursuant to this SECTION 9.1, but Seller
     shall deliver to Purchaser at Closing any proceeds actually received by
     Seller attributable to the Property from such condemnation or eminent
     domain proceeding or deed in lieu thereof, and assign its interest in and
     to such proceeds to Purchaser, and there shall be no reduction of the
     Purchase Price.

     SECTION 9.2  CASUALTY

          (a)     If all or any Substantial Portion (as defined in SECTION
     9.2(B)) of the Property shall be damaged or destroyed by fire or other
     casualty prior to Closing, then Purchaser may terminate this Contract by
     written notice thereof to Seller within fifteen (15) days after Purchaser
     receives notification of the casualty (which notice Seller shall deliver to
     Purchaser within ten (10) days of Seller's receipt thereof). If Purchaser
     does not terminate this Contract as aforesaid, then both parties shall
     proceed to close the transaction contemplated herein pursuant to the terms
     hereof, in which event Seller shall, except as limited in SECTION 9.2(B)
     hereof, deliver to Purchaser at the Closing any insurance proceeds actually
     received by Seller attributable to the Property from such casualty (except
     for proceeds previously used to repair the Property or held by or paid to
     the Lender) and assign to Purchaser all of Seller's right, title and
     interest in and to any claims which Seller may have under the insurance
     policies covering the Property, and Purchaser shall receive a proration
     credit at Closing in the aggregate amount of any deductible or
     self-insurance and there shall be no reduction in the Purchase Price. If
     less than a Substantial Portion of the Property shall be damaged or
     destroyed by fire or other casualty prior to Closing, then the parties
     shall proceed in accordance with the second sentence in this SECTION
     9.2(A).

          (b)     For the purposes of SECTION 9.2(A), a "Substantial Portion"
     of the Property shall be deemed to be any portion of the Property with
     either a fair market value or replacement cost in an amount equal to or
     greater than $300,000. Notwithstanding anything in SECTION 9.2(A) to the
     contrary, if Purchaser has not timely elected to terminate in accordance
     with SECTION 9.2(A), and if the proceeds payable with respect to the
     Property as a result of casualty exceed the Purchase Price for the
     Property, then the portion of such proceeds in excess of the Purchase Price
     shall be paid to Purchaser at the Closing. The foregoing provision shall
     survive the Closing and the termination of this Contract forever.    If
     Seller retains any proceeds paid prior to Closing, then such amount shall
     be credited to Purchaser at Closing.

     SECTION 9.3  APPROVAL BY PURCHASER.  The acceptance of any settlement or
award, compensation or proceeds by Seller in the event of any condemnation under
SECTION 9.1 or any casualty under SECTION 9.2 shall be subject to the approval
and consent of Purchaser.

                                   ARTICLE X
                             DEFAULTS AND REMEDIES

     SECTION 10.1 DEFAULT BY PURCHASER.  If Seller is not in default hereunder
and Purchaser  fails to perform its obligations under this Contract for reasons
other than due to a termination by Purchaser permitted hereunder or other than
due to a failure of a condition precedent to Purchaser's obligation to close as
set forth in ARTICLE VII hereof, then Seller's sole remedy shall be to terminate
this Contract in which event neither party shall have any further rights,
duties, or obligations hereunder except as provided in SECTIONS 5.1.4 and 11.1
hereof, and, as its sole and exclusive remedy for Purchaser's failure to close,
Seller shall be entitled to receive and retain the Earnest Money Deposit as
liquidated damages (Seller and Purchaser hereby acknowledging that the amount of
damages in the event of Purchaser's default is difficult or impossible to
ascertain but that such amount is a fair estimate of such damage).

     SECTION 10.2 DEFAULT BY SELLER.  If Purchaser shall not be in default
hereunder and if Seller  fails to perform its obligations under this Contract
other than due to a termination by Seller permitted hereunder or a failure of a
condition precedent to Seller's obligation to close as set forth in ARTICLE VII,
then Purchaser may, at Purchaser's sole option, as its sole and exclusive
remedy, either (a) terminate this Contract whereupon Escrow Agent shall Return
the Earnest Money; or (b) enforce specific performance of this Contract against
Seller.  Provided, however, if specific performance is not available, then
Purchaser shall have the right to pursue all rights and remedies available.  In
no event shall Seller be liable to Purchaser for any punitive, speculative or
consequential damages or damages for loss of opportunity or lost profit.

     SECTION 10.3 COSTS OF ENFORCEMENT.  If it shall be necessary for either
Purchaser or Seller to employ an attorney to enforce its rights pursuant to this
Contract, the non-prevailing party shall reimburse the prevailing party for the
prevailing party's reasonable attorneys' fees and other reasonable out-of-pocket
expenses incurred by the prevailing party in pursuit of such enforcement.

                                   ARTICLE XI
                             BROKERAGE COMMISSIONS

     SECTION 11.1 BROKERAGE COMMISSION.  Seller and Purchaser each represent to
the other that both Seller and Purchaser have no agreement with any broker,
finder or other party requiring payment of a commission with respect to the sale
or purchase of the Property, except for that Seller may reimburse Insignia
Capital Advisors, Inc. for its direct costs related to this transaction.  Seller
agrees to indemnify and defend Purchaser and its officers, directors, trustees,
shareholders, representatives and agents and hold each of them harmless from any
loss, liability, damage, cost or expense (including, without limitation,
reasonable attorneys' fees and expenses) arising out of or paid or incurred by
Purchaser or any of them by reason of any claim to any broker's, finder's or
other fee in connection with this transaction by any party claiming by, through
or under Seller. Purchaser agrees to indemnify and defend Seller and its general
partner and their respective officers, directors, employees, agents and
representatives, and hold each of them harmless from any and all loss,
liability, damage,  cost or expense (including, without limitation, reasonable
attorneys' fees and expenses ) arising out of or paid or incurred by any of them
by reason of any claim to any broker's, finder's or other fee in connection with
this transaction by any party claiming by, through or under Purchaser.
Notwithstanding anything to the contrary contained herein, the indemnities set
forth in this ARTICLE XI shall survive the Closing and the termination of this
Contract forever.

                                  ARTICLE XII
                 OPERATION OF THE PROPERTY PRIOR TO THE CLOSING

     SECTION 12.1 OPERATION OF THE PROPERTY PRIOR TO THE CLOSING.  During the
term of this Contract:

          (a)     Seller shall not voluntarily create or permit to be created,
     any liens, encumbrances, defects in title, restrictions or easements
     affecting the Property (except for mechanic's and materialmen's liens
     arising in the normal course of Seller's business of operating the
     Property, and which will be paid by Seller in the normal course of business
     and to the extent not paid by Closing, Seller will cause to be discharged
     on or before the Closing in accordance with SECTION 5.1.2 or accounted for
     as a proration credit to Purchaser).

          (b)     Seller shall operate and maintain the Property in
     substantially the same manner as operated and maintained prior to the
     Effective Date.

          (c)     Without Purchaser's prior written consent, Seller shall not
     settle any protest or appeal of the real estate tax assessment for the
     Property for the current tax year or for any prior tax year if the
     settlement would increase, or compromise Purchaser's ability to challenge,
     the assessment for the current tax year or any future tax year.

          (d)     Seller shall maintain all of Seller's insurance policies
     relating to or affecting the Property in full force and effect until
     Closing.

          (e)     All actions required pursuant to this Contract which are
     necessary to effectuate the transaction contemplated herein will be taken
     promptly and in good faith by Seller and Purchaser, and each shall furnish
     the other with such documents or further assurances as each may reasonably
     require.

          (f)     Seller shall maintain all vacant apartment units at the
     Property, which are vacated more than five (5) days prior to Closing in
     "rent ready" condition.  "Rent ready" shall mean Seller's normal and
     customary standard for rental units prior to occupancy by new tenants.

          (g)     After the Effective Date, Seller shall notify Purchaser if it
     enters into any new Service Contracts or other agreements related to the
     Property.  Provided, however, after the Inspection Period, Seller shall not
     enter into any such Service Contracts or agreements without the written
     consent of Purchaser.

          (h)     After the Inspection Period, Seller may rent any apartment on
     the Property then vacant or which becomes vacant prior to Closing and may
     extend or renew leases, provided such initial, extended or renewal term may
     not exceed one (1) year and shall be effected on forms and under the terms
     in use by Seller on the Effective Date, at a monthly rental equivalent to
     the rents charged new tenants for that type of unit.

                                  ARTICLE XIII
                                 MISCELLANEOUS

     SECTION 13.1 NOTICES.  Any notice provided or permitted to be given under
this Contract must be in writing and may be served by (a) depositing same in the
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, (b) delivering the same
in person to such party via a hand delivery service, Federal Express or any
other nationally recognized courier service that provides a return receipt
showing the date of actual delivery of same to the addressee thereof, or (c)
facsimile transmission. Notice given in accordance herewith shall be effective
upon receipt at the address of the addressee. For purposes of notice, the
addresses of the parties shall be as follows:

If to Seller:     c/o Insignia Financial Group, Inc.
                  One Insignia Financial Plaza
                  Greenville, South Carolina 29601
                  Attention: John LeBeau
                  Facsimile No.: (803) 239-1066
                  Telephone No.: (803) 239-1000

With copies to:   Mark P. Garside, Esq.
                  Parker, Poe, Adams & Bernstein L.L.P.
                  2500 Charlotte Plaza
                  Charlotte, North Carolina 28244
                  Facsimile No.: (704) 334-4706
                  Telephone No.: (704) 335-9042

If to Purchaser:  Apartment Group Limited, L.L.C.
                  4300 Haddonfield Road, Suite 314
                  Pennsauken, New Jersey  08109
                  Attn:  Steven Zalkind
                  Telephone No.: (609) 662-4757
                  Facsimile No.: (609) 662-2154

With copies to:   M. Zev Rose, Esq.
                  c/o Sherman, Silverstein, Kohl, Rose & Poldolsky
                  4300 Haddonfield Road, Suite  311
                  Pennsauken, New Jersey  08109
                  Telephone No.: (609) 662-0700
                  Facsimile No.: (609) 662-0165

If to Escrow
Agent:            Fidelity Title Abstract, as agent for
                  First American Title Insurance Company
                  411 Route 70 East
                  Cherry Hill, NJ  08034
                  Attn: Beth Way
                  Telephone No.: (609) 428-6880
                  Facsimile No.: (609) 428-9415

                  Either party may designate a different person or entity or
place to or at which notices shall be given by delivering a written notice to
that effect to the other party in accordance with the provisions of this SECTION
13.1.

     SECTION 13.2 GOVERNING LAW.   THIS CONTRACT IS INTENDED TO BE PERFORMED IN
THE STATE OF NEW JERSEY, AND THE LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS CONTRACT.

     SECTION 13.3 ENTIRETY AND AMENDMENTS.  This Contract embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings, if any, relating to the transaction described herein, and may be
amended or supplemented only by an instrument in writing executed by the party
against whom enforcement is sought.

     SECTION 13.4 PARTIES BOUND.  Subject to the provisions of SECTION 13.5
hereof, this Contract shall be binding upon and inure to the benefit of Seller
and Purchaser, and their respective heirs, personal representatives, successors
and assigns.

     SECTION 13.5 ASSIGNMENT.  Purchaser may assign this Contract to a limited
liability company or limited partnership of which Donald Love and/or Steven
Zalkind, or one or more entities wholly owned by either or both of them, are
managing member(s) or general partner(s), provided such limited liability
company or limited partnership complies with the requirements of Existing
Lender.  Provided further, however, this Contract may not be otherwise assigned
in whole or in part by Purchaser without the prior written consent of Seller,
which consent shall not be unreasonably withheld or delayed. Any such assignment
of this Contract by Purchaser without Seller's prior written consent shall, at
Seller's option, be null and void and of no effect. In the event that this
Contract is assigned by Purchaser, then, unless Seller expressly agrees to the
contrary in writing, Purchaser shall not be released from any liability or
obligations hereunder.  Notwithstanding the foregoing, however, Purchaser has
the right to structure the transaction so as to complete an exchange (the
"Exchange") pursuant to Section 1031 of the Internal Revenue Code.  Accordingly,
Purchaser may assign the Contract to a qualified intermediary to satisfy the
requirements of Section 1031, without the prior consent of Seller.  Provided:
(a) Purchaser shall make all necessary arrangements and pay all costs necessary
to accomplish the Exchange; and (b) the structuring of the Closing as an
Exchange shall not extend or delay any time deadlines set forth in this Contract

     SECTION 13.6 HEADINGS.  Headings used in this Contract are used for
reference purposes only and do not constitute substantive matter to be
considered in construing the terms of this Contract.

     SECTION 13.7 SURVIVAL.  Except as otherwise expressly provided herein, no
representations, warranties, covenants, acknowledgments or agreements contained
in this Contract shall survive the Closing of this Contract and the delivery of
the Special Warranty Deed by Seller to Purchaser.

     SECTION 13.8 INTERPRETATION.  The parties acknowledge that each party and
its counsel have reviewed this Contract, and the parties hereby agree that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Contract or any amendments or exhibits hereto. In case any one or more
of the provisions contained in this Contract shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and this Contract
shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein. When the context in which words are used in this
Contract indicates that such is the intent, words in the singular number shall
include the plural and vice versa, and words in the masculine gender shall
include the feminine and neuter genders and vice versa.

     SECTION 13.9 EXHIBITS.  All references to "Exhibits" or "Schedules"
contained herein are references to exhibits or schedules attached hereto, all of
which are hereby made a part hereof for all purposes.

     SECTION 13.10 TIME OF ESSENCE.  It is expressly agreed by the parties
hereto that time is of the essence with respect to this Contract and Closing
hereunder.

     SECTION 13.11 MULTIPLE COUNTERPARTS.  This Contract may be executed in a
number of identical counterparts. If so executed, each of such counterparts is
to be deemed an original for all purposes, and all such counterparts shall,
collectively, constitute one agreement, but, in making proof of this Contract,
it shall not be necessary to produce or account for more than one such
counterpart.

     SECTION 13.12 RISK OF LOSS.  Risk of loss or damage to the Property, or any
part thereof, by fire or any other casualty following Seller's delivery of the
special warranty deed transferring title to the Property to the Purchaser will
be on the Purchaser; the risk of loss prior to the Closing remains on Seller.

     SECTION 13.13 BUSINESS DAYS.  All references to "business days" contained
herein are references to normal working business days, i.e., Monday through
Friday of each calendar week, exclusive of federal and national bank holidays.

     SECTION 13.14 NO RECORDATION OF CONTRACT.  In no event shall this Contract
or any memorandum hereof be recorded in the public records of the place in which
the Property is situated, and any such recordation or attempted recordation
shall constitute a breach of this Contract by the party responsible for such
recordation or attempted recordation.

     SECTION 13.15 GENERAL

     13.15.1      Seller acknowledges that Purchaser shall not be liable to any
employees of Seller for or in respect of salaries, bonuses, vacations, vacation
pay and other leave programs, employee benefit plans or programs, welfare
benefits plans, retirement plans, excess benefit plans, plans maintained to
provide workers' compensation or unemployment benefits and pay practices which
Seller has funded or been obligated to fund for its past or present employees,
independent contractors or either of their beneficiaries or dependents.

     13.15.2      A.     Seller shall indemnify, defend and hold harmless
Purchaser and any person or entity owning or controlling, in whole or in part,
directly or indirectly, Purchaser, the joint venturers, partners, trustees,
officers, directors, shareholders, employees, agents and attorneys at any time
and from time to time of any of the foregoing, and the heirs, legal
representatives, successors and assigns of each and all of the foregoing
(collectively "Related Parties") of and from any and all claims, demands,
damages,  expenses (including without limitation reasonable attorneys' fees),
losses, injuries, liabilities, penalties, and costs (except for those claims,
demands, damages,  expenses, losses, injuries, liabilities, penalties, and costs
referred to in SECTION 5.1.4) incurred or suffered by Purchaser or its Related
Parties arising out of or in connection with any one or more of the following:

          1.      any use, occupancy, ownership or operation of any of the
     Property or any occurrence in, on or about the Property before the Closing;

          2.      any accident, injury (including death) or damage, regardless
     of the cause thereof to any person or property occurring in, on or about
     the Property before Closing.

                  Seller's obligation to indemnify and hold Purchaser and its
  Related Parties harmless under this SECTION 13.15.2.A shall survive Closing
  or termination of this Contract.

                  Notwithstanding anything contained herein to the contrary,
Seller shall be obligated to indemnify and hold Purchaser and its Related
Parties harmless under this SECTION 13.15.2.A only if Seller has the opportunity
to defend any claim referred to herein for which Purchaser or its Related
Parties may be liable.

                  B.     Provided, Seller shall have no obligation or liability
under this Contract to indemnify, defend or hold harmless Purchaser or its
Related Parties of or from any claims, demands, damages, losses, injuries,
liabilities, penalties, costs, expenses (including without limitation reasonable
attorneys' fees), incurred or suffered by Purchaser or its Related Parties
arising out of or in connection with the threatened or actual existence of
Hazardous Materials or other environmental conditions relating to the Property
except to the extent that such threatened or actual existence was known by
Seller as of the Effective Date or the Closing Date or is contrary to any
representation or warranty made by Seller herein.

                  C.     Purchaser shall indemnify, defend and hold harmless
Seller and any person or entity owning or controlling, in whole or in part,
directly or indirectly, Seller, the joint venturers, partners, trustees,
officers, directors, shareholders, employees, agents and attorneys at any time
and from time to time of any of the foregoing, and the heirs, legal
representatives, successors and assigns of each and all of the foregoing
(collectively "Related Parties") of and from any and all claims, demands,
damages, losses, injuries, liabilities, penalties, costs and expenses (including
without limitation reasonable attorneys' fees), incurred or suffered by Seller
or its Related Parties arising out of or in connection with any one or more of
the following:

          1.      any use, occupancy, ownership or operation of any of the
     Property or any occurrence in, on or about the Property on or after the
     Closing;

          2.      any accident, injury (including death) or damage, regardless
     of the cause thereof to any person or property occurring in, on or about
     the Property on or after Closing;

     Purchaser's obligation to indemnify and hold Seller and its Related Parties
     harmless under this SECTION 13.15.2.C shall survive Closing or termination
     of this Contract.

                  Notwithstanding anything contained herein to the contrary,
Purchaser shall be obligated to indemnify and hold Seller and its Related
Parties harmless under this SECTION 13.15.2.A only if Purchaser has the
opportunity to defend any claim referred to herein for which Purchaser or its
Related Parties may be liable.

     13.15.3      Purchaser and Seller shall use their best efforts to promptly
and timely file all filings, reports, certificates and applications required to
carry out the transactions contemplated by this Agreement or to consummate the
transactions contemplated hereby required, if at all, by (i) the federal
securities laws, (ii) the United States or any commission, department, agency,
law, rule or regulation thereof, or (iii) the State of  New Jersey commission,
agency or department thereof.

     SECTION 13.16 FURTHER ASSURANCES.  Seller shall, at any time from time to
time after the Closing, at no expense to Seller, upon request of Purchaser, do,
execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered, all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
required for the better assigning, transferring, granting, conveying and
confirming to Purchaser, or its successors and assigns, or for aiding and
assisting in collecting and reducing to possession, any or all of the assets or
property being sold to Purchaser pursuant to this Contract.


                                  ARTICLE XIV
                                  ESCROW TERMS

     SECTION 14.1 ACCEPTANCE OF ESCROW.  Escrow Agent hereby agrees to perform
the obligations of Escrow Agent under the terms of this Contract.  Escrow Agent
has executed this Contract to evidence its acceptance of the terms of the escrow
created hereby; provided, however, notwithstanding anything to the contrary
contained herein, Escrow Agent shall not be a required party or signatory to any
modification of the terms of this Contract unless such modification directly
affects the obligations of Escrow Agent hereunder. Escrow Agent shall be given
fully executed copies of all modifications of this Contract to which it is not a
party promptly after execution thereof by Purchaser and Seller.

     SECTION 14.2 HOLDING FUNDS.  Escrow Agent shall hold all cash portions of
the Earnest Money in a separate interest bearing account at Escrow Agent's
regular federally insured banking institution in whichever state Escrow Agent is
located, and shall otherwise hold, invest and disburse the Earnest Money as
provided herein.  In the event of a dispute arising between the parties, the
Escrow Agent is authorized to deposit the Earnest Money with a court of
competent jurisdiction or hold same until the dispute is resolved.

     SECTION 14.3 DISBURSEMENT OF EARNEST MONEY.  Escrow Agent shall disburse
the Earnest Money pursuant to the terms hereof.

     SECTION 14.4 LIMITED LIABILITY.  In performing any of its duties
hereunder, Escrow Agent shall not incur any liability to anyone for any damages
or expenses, except as may arise due to willful misconduct or breach of trust by
Escrow Agent hereunder.  Accordingly, Escrow Agent shall not incur any such
liability with respect to (i) any action taken or omitted in good faith upon
advice of its legal counsel relating to the responsibilities of Escrow Agent
under this Contract, or (ii) any action taken or omitted in reliance on any
instrument, including any written notice or instruction provided for in this
Contract, not only as to the due execution and validity of its provisions but
also as to the truth and accuracy of any information contained therein, which
Escrow Agent shall in good faith believe to be genuine, to have been signed or
presented by a person or persons having authority to sign or present such
instrument and to conform with the provisions of this Contract.

     SECTION 14.5 INDEMNITY.  Purchaser and Seller hereby indemnify Escrow
Agent against, and hold Escrow Agent harmless from, any and all claims, actions,
demands, loses, damages, expenses (including, without limitation, court costs,
attorneys' fees, and accountants' fees) and liabilities that may be imposed upon
performance of its duties hereunder, including, without limitation, any
litigation arising from this Contract or involving the subject matter hereof,
but excluding any such claims, actions, demands, losses, damages, expenses and
liabilities resulting from or arising out of any willful misconduct or breach of
trust by Escrow Agent hereunder. In the event of any litigation arising from
this Contract or involving the subject matter hereof, and in the event Purchaser
and Seller are opposing parties in such litigation, the party prevailing in such
litigation shall be reimbursed promptly upon demand by the other such party in
an amount equal to that amount which the prevailing party shall have paid Escrow
Agent with respect to such litigation and the subject matter thereof pursuant to
the indemnification agreement contained in this SECTION 14.5. The provisions of
this SECTION 14.5 shall survive the Closing or any termination, cancellation'
rescission or consummation of this Contract.

     SECTION 14.6 ESCROW FEE.  Seller and Purchaser shall each pay one-half of
the fees and expenses, if any, due to Escrow Agent in compensation for its
services pursuant hereto and shall each reimburse Escrow Agent for one-half of
the expenses incurred in discharging its duties and obligations hereunder.

IN WITNESS WHEREOF, the parties hereby execute this Contract as of the date
first above written.

                         SELLER:

                         NATIONAL PROPERTY INVESTORS 5,
                         a California limited partnership

                            By: NPI Equity Investors, Inc.,
                                a Florida corporation,
                                its general partner

                                By:/s/ William H. Jarrard, Jr.

                                Name:  William H. Jarrard, Jr.

                                Title:


                         NATIONAL PROPERTY INVESTORS 6,
                         a California limited partnership

                            By: NPI Equity Investors, Inc.,
                                a Florida corporation,
                                its general partner
                                its general partner

                                By:/s/ William H. Jarrard, Jr.

                                Name:  William H. Jarrard Jr.

                                Title:

                         PURCHASER:

                         APARTMENT GROUP LIMITED, L.L.C.,
                         a New Jersey limited liability company

                         By:Transamerica Investments Limited, L.L.C.
                         a New Jersey Limited Liability Company, Managing Member

                         By: /s/ Steven Zalkind

                         Printed Name:   Steven Zalkind

                         Its:   Member

                         ESCROW AGENT:

                         FIRST AMERICAN TITLE INSURANCE COMPANY

                         By: Fidelity Title Abstract Co., Agent

                         By: /s/ Beth Ann Way

                         Title: Vice President