EXHIBIT
10.3

    


    CONTRACT
OF SALE

    


    TRB
CRESTBROOK LLC

    


    - Seller
-

    


    CHAD M.
RAY

    


    -
Purchaser -

    


    as of
November ___, 2008

    


    Crestbrook
Meadows Apartments

    221
Aurora Drive

    Madison,
Tennessee  37115-2401

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              	Page:	 
      	
                    
	 	 	 
	
                      1.         Purchase
      Price

                    	 
      	
                      1

                    
	 
      	 
      	 
      
	
                      2.        
      Escrow

                    	 
      	
                      2

                    
	 
      	 
      	 
      
	
                      3.        
      Premises Sold "As Is"

                    	 
      	
                      3

                    
	 
      	 
      	 
      
	
                      4.        
      Seller Representations

                    	 
      	
                      6

                    
	 
      	 
      	 
      
	
                      5.        
      Title and Survey

                    	 
      	
                      7

                    
	 
      	 
      	 
      
	
                      6.        
      Acceptance of the Deed

                    	 
      	
                      8

                    
	 
      	 
      	 
      
	
                      7.        
      Inspections

                    	 
      	
                      8

                    
	 
      	 
      	 
      
	
                      8.        
      Financing

                    	 
      	
                      9

                    
	 
      	 
      	 
      
	
                      9.        
      Authorization of Purchaser and Seller

                    	 
      	
                      10

                    
	 
      	 
      	 
      
	
                      10.      
      Included Premises

                    	 
      	
                      10

                    
	 
      	 
      	 
      
	
                      11.      
      Closing Costs

                    	 
      	
                      10

                    
	 
      	 
      	 
      
	
                      12.      
      Closing Date

                    	 
      	
                      11

                    
	 
      	 
      	 
      
	
                      13.      
      Closing Documents

                    	 
      	
                      11

                    
	 
      	 
      	 
      
	
                      14.      
      Preclosing Obligations of Seller

                    	 
      	
                      12

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    15.      
      Condemnation

                  	 
      	
                    13

                  
	 
      	 
      	 
      
	
                    16.      
      Casualty

                  	 
      	
                    14

                  
	 
      	 
      	 
      
	
                    17.      
      Assignment

                  	 
      	
                    14

                  
	 
      	 
      	 
      
	
                    18.      
      Brokers

                  	 
      	
                    15

                  
	 
      	 
      	 
      
	
                    19.      
      Section 1031 Tax Deferred Exchange

                  	 
      	
                    15

                  
	 
      	 
      	 
      
	
                    20.      
      OFAC Matters

                  	 
      	
                    15

                  
	 
      	 
      	
                     
      

                  
	
                    21.      
      Miscellaneous

                  	
                      

                  	
                    16

                  


          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTRACT
OF SALE

    


    This
CONTRACT OF SALE (this "Contract") is made and entered into as of the ___ day of
November 2008 by and between TRB Crestbrook LLC, a Tennessee limited liability
company having an office at 60 Cutter Mill Road, Suite 303, Great Neck, New
York  11021 ("Seller"); and Chad M. Ray, or permitted assigns, an
individual having an office at 307 South Main Street, Goodlettsville, Tennessee,
37072, ("Purchaser").  The date this Contract is signed by the last
party shall be the effective date (the “Effective Date”) hereof.

    


    WITNESSETH:

    


    WHEREAS,
Seller is the current owner of the property known as and by the Crestbrook
Meadows Apartments, 221 Aurora Drive, Madison, Tennessee, 37115-2401 on which a
54 unit residential apartment complex is located, and more particularly
described on Exhibit A attached hereto (the "Premises"); and

    


    WHEREAS,
Seller wishes to sell and Purchaser wishes to acquire the Premises in accordance
with the terms hereof.

    


    NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
sufficiency of which being hereby acknowledged, the parties hereto do hereby
agree as follows:

    


    1.           Purchase
Price.   Seller agrees to sell and Purchaser agrees to acquire
the Premises for the sum of $2,430,000.00 payable as follows:

    


    $50,000.00
upon the execution and delivery of this Contract as the nonrefundable (except as
specifically set forth herein) Downpayment (hereinafter defined), by check(s)
made payable to the order of Chicago Title Insurance Company, 725 Cool Springs
Boulevard, Suite 160, Franklin, Tennessee 37067; Yale K. Riley Underwriting
Counsel; Direct phone: (615) 435-1144; Office phone (615) 435-1100; Office fax
(615) 435-1101;Email: yale.riley@ctt.com as escrow agent (“Escrow Agent” or
“Title Company”), which sum shall be held in escrow pursuant to the terms
hereof; and

    


    $50,000.00
on or before the expiration of the Due Diligence Period (hereafter defined) as a
nonrefundable addition to the Downpayment, by check(s) made payable to the order
of Escrow Agent, which sum shall be added to the Downpayment and held in escrow
pursuant to the terms hereof; and

    


    $2,330,000.00,
at the Closing, by wire transfer to an account designated by Seller, less any
credits and prorations due Purchaser pursuant to the terms hereof, 

      


      
        
          
          

        

        
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    2.           Escrow.   Within
two business days following the Effective Date hereof, Purchaser has delivered
to Escrow Agent, a check(s) (subject to collection) in the amount of $50,000.00
as the downpayment (the "Downpayment").  On or before the expiration
of the Due Diligence Period, Purchaser shall deliver a certified check or wire
transfer to Escrow Agent for an additional $50,000.00 which is to be added to
the Downpayment and held in escrow in accordance with the terms
hereof.  Escrow Agent shall deposit the Downpayment into an
interest-bearing account(s) maintained at a federally insured financial
institution(s).  Escrow Agent shall deliver the Downpayment in
accordance with this Contract, or a joint instruction signed by Seller and
Purchaser, or separate instructions of like tenor signed by Seller and
Purchaser, or a final judgment of a court of competent
jurisdiction.  Escrow Agent hereby is authorized and directed to
deliver the Downpayment to Seller if, as and when title closes.  If
Escrow Agent shall receive a written request by one party for the release of the
escrow, Escrow Agent will give a copy thereof to the other party.  If
Escrow Agent shall not receive an objection from the other party within five (5)
business days, then Escrow Agent shall so release the Downpayment.  If
Escrow Agent receives an objection, then Escrow Agent shall continue to hold the
Downpayment in accordance with the terms hereof.  Escrow Agent at any
time may deposit the Downpayment with a court of competent jurisdiction, and
upon notice to Seller and Purchaser of such deposit, Escrow Agent shall have no
further responsibility or liability hereunder.  Escrow Agent may act
upon any instruction or other writing believed by Escrow Agent in good faith to
be genuine and to be signed or presented by the proper
persons.  Except as otherwise noted herein, any interest or income
thereon shall be paid to the party entitled to receive the Downpayment; provided
that if Seller shall receive the interest at Closing then such interest shall
serve as a credit against the purchase price.  It is understood and
agreed that if a check for any portion of the Downpayment shall fail to clear
then Escrow Agent shall deliver the portion, if any, of the Downpayment that
shall have cleared (together with any interest earned thereon) to Seller and
this Contract shall terminate and neither party shall have any further
obligations hereunder to the other except that Seller shall be permitted to
attempt to collect from Purchaser on the check that shall have failed to clear
by commencing litigation or otherwise as provided for by law.

    


    Seller
and Purchaser acknowledge that Escrow Agent is merely a stakeholder, and that
Escrow Agent shall not be liable for any act or omission unless taken or
suffered in bad faith, in willful disregard of this Contract or involving gross
negligence.  Escrow Agent shall not be liable for the failure of the
institution(s) in which the Downpayment has been deposited or for establishing
accounts in excess of applicable guaranty limits for so long as the Earnest
Money is held in a FDIC insured account.  Seller and Purchaser agree
to indemnify and hold Escrow Agent harmless from and against any reasonable
costs, claims or expenses incurred in connection with the performance of the
Escrow Agent's duties hereunder, unless such costs, claims or expenses were
occasioned by Escrow Agent's bad faith or its willful disregard of this
Contract.

    


    Escrow
Agent shall not be bound by any agreement between Seller and Purchaser, whether
or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and
responsibilities shall be to hold, and to dispose of, the Downpayment and
interest earned thereon in accordance with this Contract.  Escrow
Agent may consult with counsel, and any opinion of counsel shall be full and
complete authorization and protection in respect to any action taken or omitted
by Escrow Agent hereunder in good faith and in reliance upon such
opinion.

    


    All
instructions or notices given to the Escrow Agent shall be in writing and
delivered in accordance with the requirements of this Contract.  For
purposes of this paragraph, such instructions and notices shall be deemed
delivered on the date of delivery, if by hand, or on the date of mailing if
mailed, except that no instruction or notice to Escrow Agent shall be deemed
effectively delivered to Escrow Agent until actual receipt thereof by Escrow
Agent.

    
      


      
        
          
          

        

        
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        3.           Premises
Sold "AS IS".    A. PURCHASER EXPRESSLY UNDERSTANDS AND
AGREES AND ACKNOWLEDGES THAT SELLER WOULD NOT HAVE ENTERED THIS CONTRACT WITHOUT
THE EXPRESS PROVISIONS OF THIS PARAGRAPH 3.  IN PARTICULAR, PURCHASER
ACKNOWLEDGES THAT SELLER ONLY RECENTLY ACQUIRED THE PREMISES BY DEED IN LIEU OF
FORECLOSURE AND THEREFORE SELLER IS BOTH UNWILLING AND UNABLE TO MAKE ANY MORE
REPRESENTATIONS OR WARRANTIES CONCERNING THE PREMISES THEN THE ONES SET FORTH IN
THIS CONTRACT.  IT IS UNDERSTOOD THAT THE PREMISES AND ALL
IMPROVEMENTS AND FIXTURES SHALL BE DELIVERED "AS IS", “WHERE IS” IN THEIR
PRESENT CONDITION AND WITH ALL FAULTS, SUBJECT TO REASONABLE WEAR AND TEAR AND
DETERIORATION BETWEEN NOW AND THE CLOSING DATE.  SELLER SHALL NOT BE
LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PREMISES.  PURCHASER
ACKNOWLEDGES THAT, EXCEPT AS HEREIN SPECIFICALLY SET FORTH, NEITHER SELLER NOR
ANY OF ITS REPRESENTATIVES, EMPLOYEES, MEMBERS, OFFICERS, DIRECTORS,
SHAREHOLDERS, TRUSTEES, MEMBERS, PARTNERS, COUNSEL OR AGENTS HAS MADE OR WILL IN
THE FUTURE MAKE ANY DISCLOSURES, REPRESENTATIONS OR WARRANTIES AS TO THE
PHYSICAL CONDITION, STATE OF REPAIR, TENANCY, INCOME, EXPENSES OR OPERATION OF
THE PREMISES.  EXCEPTING ONLY THOSE REPRESENTATIONS (IF ANY)
SPECIFICALLY SET FORTH IN THIS CONTRACT, PURCHASER ACKNOWLEDGES THAT IT HAS NOT
RELIED ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS WHETHER ORAL OR
WRITTEN (AND PURCHASER AGREES THAT IT WILL NOT RELY ON ANY FUTURE
REPRESENTATIONS, WARRANTIES OR STATEMENTS WHETHER ORAL OR WRITTEN) IN ITS
DECISION TO ACQUIRE THE PREMISES IN ACCORDANCE WITH THE TERMS
HEREOF.  PURCHASER ALSO ACKNOWLEDGES THAT IT HAS NOT AND AGREES THAT
IT WILL NOT IN THE FUTURE RELY ON ANY "BROKER SET-UPS" OR ANY OTHER
COMMUNICATIONS FROM ANY REAL ESTATE BROKER, MANAGING AGENT OR SIMILAR
PARTY.

      

    

    


    IN
PARTICULAR, EXCEPT AS HEREIN SPECIFICALLY SET FORTH, SELLER HAS NOT MADE (AND IS
UNWILLING TO MAKE) ANY DISCLOSURES, REPRESENTATIONS OR WARRANTIES IN RESPECT OF
(I) THE PHYSICAL CONDITION OF THE PREMISES (INCLUDING, WITHOUT LIMITATION, IN
RESPECT OF THE PRESENCE, NON-PRESENCE OR CONDITION OF HAZARDOUS MATERIALS
(HEREAFTER DEFINED), (II) THE COMPLIANCE OR NON-COMPLIANCE OF THE PREMISES WITH
ANY PLANS OR SPECIFICATIONS OR WITH APPLICABLE LAWS (INCLUDING, WITHOUT
LIMITATION, THOSE RELATING TO THE PROTECTION OF THE ENVIRONMENT OR THE HEALTH,
SAFETY, ACCESSIBILITY OR WELFARE OF EMPLOYEES, WORKERS OR GUESTS TO THE PREMISES
(INCLUDING BUT NOT LIMITED TO THE OCCUPATIONAL SAFETY AND HEALTH ACT, AS
AMENDED, AND THE AMERICAN WITH DISABILITIES ACT, AS AMENDED)), (III) THE
REVENUES, INCOME OR EXPENSES OF THE PREMISES, (IV) THE ADEQUACY OR INADEQUACY OF
THE UTILITIES, IF ANY, PROVIDED TO THE PREMISES, (V) THE ZONING OF THE PREMISES
OR (VI) ANY OTHER MATTER WHATSOEVER AND WHETHER OR NOT CONCERNING THE
PREMISES.  PURCHASER ACKNOWLEDGES THE FOREGOING AND WARRANTS AND
REPRESENTS THAT IT (OR ITS PRINCIPAL OFFICER IF PURCHASER SHALL BE AN ENTITY)
HAS HAD SUFFICIENT TIME AND OPPORTUNITY (OR THAT THIS CONTRACT PROVIDES FOR
SUFFICIENT TIME AND OPPORTUNITY) TO INSPECT THE PREMISES AND OTHER MATTERS
DEEMED IMPORTANT TO PURCHASER, THAT IT (OR ITS PRINCIPAL OFFICER IF PURCHASER
SHALL BE AN ENTITY) IS EXPERIENCED IN OWNING REAL PROPERTY SIMILAR TO THE
PREMISES AND THAT IT IS REPRESENTED BY ADVISORS AND COUNSEL OF ITS
CHOOSING.

    
      


      
        
          
          

        

        
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    For
purposes hereof, “Hazardous Wastes” shall mean and refer to explosives,
radioactive materials, asbestos, asbestos–containing materials, polychlorinated
biphenyls, lead, lead-based paint, radon, under and/or above ground storage
tanks, hazardous materials, toxic substances, hazardous wastes, hazardous
substances, mold, petroleum, petroleum based materials or any other materials or
substances which are listed or regulated in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections
6901, et seq.), the Resources Conservation and Recovery Act of 1976 (42 U.S.C.
Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section 1251, et seq.),
the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. Section 1801, et seq.), the Toxic
Substance Control Act (15 U.S.C. Section 2601, et seq.), or any other applicable
federal, state or local laws.

    


    B.           As
of the expiration of the Due Diligence Period, Purchaser will have, or will have
had ample opportunities to have:

    (i)           Examined
and inspected the Premises and will know and be satisfied with the physical
condition, quality, quantity and state of repair of the Premises in all
respects, and by proceeding with this transaction following the expiration of
the Due Diligence Period will be deemed to have determined that the same is
satisfactory to Purchaser in all respects;

    (ii)           Reviewed
the Lease(s) and all other Premises Information and all other instruments,
records and documents which Purchaser deems appropriate or advisable to review
in connection with this transaction, and Purchaser, by proceeding with this
transaction following the expiration of the Due Diligence Period, will be deemed
to have determined that the same and the information and data contained therein
and evidenced thereby are satisfactory to Purchaser in all
respects;

    (iii)           Reviewed
all applicable laws, ordinances, rules and governmental regulations (including,
but not limited to, those relating to building, zoning and land use) affecting
the development, use, occupancy or enjoyment of the Premises and the conformance
and non-conformance of the Premises with same, and Purchaser, by proceeding with
this transaction following the expiration of the Due Diligence Period, will be
deemed to have determined that the same are satisfactory to
Purchaser;

    (iv)           Investigated,
examined and approved the presence or absence of Hazardous Materials, in, on or
under the Premises, which investigations, examinations or audits shall be
performed or arranged by Purchaser, at Purchaser’s sole expense, prior to the
end of the Due Diligence Period;

    


    
      
        
        

      

      
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     (v)           Investigated,
examined and approved the quality, nature, adequacy and physical condition and
aspects of the Premises, including, but not limited to, the structural elements,
foundation, roof, appurtenances, access, landscaping, parking facilities and the
electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities
and appliances, the square footage within the improvements on the
Premises;

    (vi)           Investigated,
examined and approved the quality, nature, adequacy, and physical condition of
soils, geology and any groundwater;

    (vii)           Investigated,
examined and approved the existence, quality, nature, adequacy and physical
condition of utilities serving the Premises;

    (viii)                      Investigated,
examined and approved the zoning or other legal status of the Premises or any
other public or private restrictions on use of the Premises; and

    (ix)           Investigated,
examined and approved the compliance and non-compliance of the Premises or its
operation with any applicable codes, laws, regulations, statutes, ordinances,
covenants, conditions and restrictions of any governmental or quasi-governmental
entity or of any other person or entity.

    C.           By
not terminating this Contract at the expiration of the Due Diligence Period and
proceeding to Closing, without further documentation, Purchaser, on behalf if
itself and all of its officers, directors, members, managers, trustees,
beneficiaries, shareholders, employees, representatives, successors and assigns,
and their affiliates (collectively, the “Releasors”), will automatically be
deemed to have waived and relinquished any and all claims, rights and remedies
Releasors may now or hereafter have against Seller, its successors, assigns,
officers, directors, members, managers, trustees, beneficiates, shareholders,
employees, representatives, and their respective successors, assigns and
affiliates (the “Seller Parties”), whether known or unknown, which may arise
from or be related to this Contract or in any manner related to the Premises
(including without limitation any past, present or future presence or existence
of Hazardous Materials on, under or about the Premises, any past present or
future violation of any rules, regulations or laws, now or hereafter enacted
relating to the Premises, the physical or structural condition of the Premises,
the financial performance of the Premises or any other matter or claim in any
manner related to this Contract or the Premises); provided, however, that the
release contained herein shall not be deemed to void the effect of any
representations or warranties of Seller specifically contained in this Contract
which representations or warranties by their terms are specifically set forth to
survive Closing.  This section shall survive the Closing and the
recordation of the deed and will not be deemed merged into the deed upon its
recordation.  If requested by Seller, Purchaser agrees to execute a
separate release and waiver at the Closing confirming and acknowledging the
foregoing.

    
      


      
        
          
          

        

        
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    D.           Purchaser
acknowledges that Seller may have information concerning the condition of the
property, including information about its environmental and/or structural
condition including possibly prior environmental or structural inspection
reports. Purchaser also specifically acknowledges that Seller is under no
obligation or duty to disclose such information to Purchaser, and that Purchaser
is not entitled to and does not expect any such disclosure. Purchaser
acknowledges that Seller does not wish to expose itself to any potential claims
(including without limitation that any such information (including without
limitation environmental and building condition reports) is in any manner
deficient or that the information disclosed is not all of the relevant
information that Seller may have on the matter) and Purchaser agrees that it has
or will be having its own environmental and structural reports commissioned by
licensed and insured consultants chosen by Purchaser and that Purchaser will be
relying solely on those reports in making any assessments or conclusions as to
the environmental and/or physical condition of the
Premises.  Purchaser agrees that Seller shall have no obligation to
provide any information regarding the environmental or physical condition of the
Premises but in the event that Seller should provide any such information
(notwithstanding that Seller has no obligation to do so), Purchaser acknowledges
that any such information may not be all such information available to Seller on
any particular topic. Purchaser hereby waives any claim against Seller and the
Seller Parties related to any such information (including without limitations
claims that such information is wrong, is inaccurate, is incomplete or that
Seller knew or should have known that such information is wrong, is inaccurate
and/or is incomplete).

    


    E.           Purchaser
is hereby notified that residential dwellings built prior to 1978 may present
exposure to lead from lead-based paint that may place young children at risk of
developing lead poisoning.  Lead poisoning in young children may
produce permanent neurological damage, including learning disabilities, reduced
intelligence quotient, behavioral problems and impaired memory.  Lead
poisoning also poses a particular risk to pregnant women.  The seller
of any interest in residential real property is required to provide the buyer
with any information on lead-based paint hazards from risk assessments or
inspections in the seller's possession and notify the buyer of any known
lead-based paint hazards.  A risk assessment or inspection for
possible lead-based paint hazards is recommended prior to purchase of the
Premises (the "Lead-Based Paint Inspection").  Purchaser acknowledges
that it has read understood the lead warning statement above and has received
the Lead Hazard Information Pamphlet Protect your Family From Lead in Your
Home.  Purchaser shall have the Due Diligence Period to notify Seller
of any defects or issues raised by the Lead-Based Paint Inspection that
Purchaser is not satisfied with.

    


    F.           This
Section shall survive the Closing or earlier termination of this Contract
..

    


    4.           Seller
Representations.  A.   Seller warrants and represents
that attached hereto as Exhibit B is a copy of a rent roll for the Premises
which is materially true and correct as of the date
thereon.  Purchaser acknowledges that it (and its advisors) have had
sufficient time and opportunity to examine the leases and other files regarding
the occupancy of the Premises.  Seller represents and warrants that it
made available to Purchaser copies or originals of all lease files in its
possession.  However, since Seller has only recently acquired the
Premises by foreclosure Seller makes no representations or warranties that the
lease files it possesses are complete or accurate.

    


    B.           Except
as may be listed on Exhibit C attached hereto, Seller warrants and represents
that to its knowledge no tenant at the Premises is in monetary default beyond
the month which includes the date of this Contract.

    


    C.           Seller
warrants and represents that Seller has not nor will it in the future collect
rent more than thirty (30) days in advance.

    


    D.           Seller
warrants and represents that it has no knowledge that there are no service
contracts pending in respect of the Premises that are not terminable on thirty
(30) days or less notice.

    
      


      
        
          
          

        

        
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    E.           Seller
warrants and represents that there are no employees at the Premises who
Purchaser would be responsible for following Closing.

    


    F.           As
of the date hereof, Seller warrants and represents that it has no knowledge of
any pending or contemplated condemnation proceedings affecting the Premises or
any part thereof.

    


    G.           The
warranties and representations contained in this Section 4 shall survive the
Closing for a period of one year.

    


    5.           Title
and Survey.   A.   On or before the third day
following the Effective Date hereof, Purchaser agrees to promptly order a
commitment for title insurance through the Title Company through his
attorney.  Purchaser shall have until the end of the Due Diligence
Period to notify Seller in writing of any objections it may have to said title
commitment, otherwise Purchaser shall be deemed to have waived any objections it
may have to Seller's title to the Premises and shall be required to close on its
acquisition of the Premises without offset or abatement.  Purchaser
agrees to take title if insurable by Title Company at standard premiums and
subject only to the Permitted Exceptions (hereafter defined).  If
Purchaser shall timely notify Seller of a defect in Seller's title, then Seller
shall have the right, but not the obligation to cure said
objection.  If Seller notifies Purchaser that it will not cure said
objection to title, then Purchaser may waive said objection and elect to close
the purchase of the Premises or terminate this Contract (in which event the
Downpayment with interest thereon shall be returned to Purchaser and the parties
shall have no other liability to each other).  Seller shall be
entitled, at its option, to extensions of the Closing Date (hereafter defined)
for up to thirty (30) days in the aggregate to attempt to cure such
defect(s).  If Seller shall have elected to attempt to cure such
defects and should Seller not cure such defect(s) regardless of the reason, then
Purchaser shall have the option (exercisable within ten (10) days of Seller's
notification thereof to Purchaser), to close on its purchase of the Premises in
accordance with the terms hereof with no abatement or offset.  If
Purchaser shall not have timely exercised its option set forth in the preceding
sentence, then this Contract shall terminate, the Downpayment together with
interest thereon shall be returned to Purchaser and the parties shall have no
other liability to each other.  Purchaser shall have three (3) days
following its receipt of any updated, downdated commitment or pro forma
policy  (but in no event later than the Closing Date) to notify Seller
of any new title defects raised thereby which did not exist at the time of the
issuance of the initial title commitment and the provisions above of this
Paragraph shall apply in respect of such new title defects.

    


    B.   The
Premises are sold subject to the following (collectively, the "Permitted
Exceptions"):

    


    (1)           All
covenants, restrictions, easements and agreements of record now on the Premises
provided same do not render the Premises unusable for the purposes for which the
Premises is currently used,

    


    (2)   All
liens for unpaid municipal charges (including taxes) not yet due and
payable,

    
      


      
        
          
          

        

        
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    (3)           The
state of facts which would be shown by a current survey or inspection of the
Premises,

    


    (4)           Encroachments
and projections of walls, foundations, stoops, cellar steps, areas, cornices,
trim or other improvements or installations onto the Premises or from the
Premises onto adjoining property or beyond applicable restrictions; party walls
and party wall rights; variations between the record lot lines of the Premises
and those shown on the tax map and consents for the erection and maintenance of
any structures on, under or above any streets, or roads in front of or adjoining
the Premises, and

    


    (5)   Such
other items that will not make the Premises unusable or unmarketable for the
purposes for which the Premises is currently used.

    


    C.           Purchaser
shall have the right, at his sole cost and expense, to have a new or updated
survey of the Premises (the “Survey”).  Seller shall convey to
Purchaser the Premises using the legal description from the deed conveying title
to the Seller and, at Purchaser’s election if desired by Purchaser, shall also
execute a quitclaim deed to Purchaser using the legal description contained in
the Survey.  Seller shall deliver to Purchaser within two (2) days
following the Effective Date hereof any Surveys of the Property in its
possession, however it is acknowledged that Seller makes no warranties or
representations thereof.

    


    D.           Purchaser
agrees to accept a special warranty deed in form of  Exhibit D hereto,
for recording, for the sale of the Premises.

    


    6.           Acceptance
of Deed.   The acceptance of the deed by Purchaser shall
constitute and be deemed and considered full compliance by Seller of all the
terms and conditions of this Contract on the part of Seller to be performed,
exclusive of any obligations of Seller that survive Closing.  It is
further expressly agreed that none of the provisions of this Contract shall
survive the delivery and acceptance of the deed, except insofar as may herein
otherwise be expressly and specifically provided.

    


    7.           Inspections.   A.  From
and after the Effective Date hereof,  at Purchaser's cost and expense,
Purchaser and its advisors shall be permitted to inspect the Premises for
structural integrity, compliance with applicable laws, to perform an
environmental audit of the Premises, to review the historical and projected
financial information relative to the operations of the Premises and any such
other matters as Purchaser shall deem significant (the "Inspections"), including
but not limited to, and by way of example, access to vacant units, occupied
units in accordance with leases thereof, inspection and all leases, maintenance
records, bills, operating and expense statements, rent rolls and delinquency
reports, any prior environmental reports or engineering reports available to
Seller (but subject to the limitation of warranties contained in this
Contract)  and any other business records located on the Premise and
contracts affecting the Premises (the “Due Diligence Documents”).  As
noted in Section 3 above, Seller has only recently acquired the Premises by
foreclosure and therefore Seller or its managing agent may not possess all of
the Due Diligence Documents that Purchaser may desire and Seller and its
managing agent are not in position to warrant any information except as set
forth in this Contract.  Purchaser agrees to indemnify and hold
harmless Seller from any damage to person or property that may be caused by the
Inspections.  Purchaser shall not do any invasive testing (i.e.
conducting borings) without the prior written consent of Seller, which consent
shall not be unreasonably withheld.

    
      


      
        
          
          

        

        
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    B.
Purchaser shall have until 5:00 p.m. Central time on the thirtieth (30th) day
following the Effective Date  (the “Due Diligence Period”) to notify
Seller in writing that Purchaser is satisfied with its Inspections of the
Premises and that Purchaser irrevocably desires to proceed to Closing; together
with such notice Purchaser shall deliver a certified check or wire transfer to
Escrow Agent for an additional $50,000.00 which is to be added to the
Downpayment and held in escrow in accordance with the terms
hereof.  If Purchaser shall fail to timely notify Seller that it is
satisfied with its Inspections or if Purchaser shall fail to timely send the
$50,000.00 as aforesaid to Escrow Agent,  then this Contract shall
terminate, in which event the Downpayment theretofore paid together with
interest thereon shall be returned to Purchaser and the parties shall have no
other liability to each other.

    


    C.           Seller
agrees to cooperate, and to cause its property manager to cooperate (and provide
to Purchaser contact information for its property manager, with Purchaser in
connection with the Inspections referenced above and to provide access to the
Premises in connection therewith (subject to the provisions of applicable
leases), including but not limited to access to vacant units, occupied units in
accordance with leases therefore, inspection of all business records located on
the Premise.

    


    8.           Financing.   A.
It is expressly understood and agreed that the obligations of Purchaser
hereunder are NOT contingent on Purchaser being able to secure financing for all
or any portion of the purchase price.

    


    B.           Notwithstanding
the foregoing, at the option of Purchaser (to be exercised in a written notice
to Seller no later than the date that is fifteen (15) days prior to the Closing
Date) in the event it is unable to obtain its own financing, then the parties
agree that Seller shall provide and Purchaser shall accept financing on the
following terms:

    


    Seller
shall provide financing of $1,822,500.00 which shall be payable by Purchaser
delivering to Seller a promissory note (the "Note") in said amount requiring
monthly payments in arrears based on interest only calculated at 8% per
annum.   The Note shall mature on that date which is one (1) year
following the Closing.  The Note shall be secured by a first priority
mortgage or deed of trust encumbering the Premises in Seller's favor (the
"Mortgage").  The Note and Mortgage shall be personally guaranteed by
Chad M. Ray (the "Guaranty").  The Note, the Mortgage, the Guaranty
and any other document executed in connection therewith shall be on Seller's
standard forms for same.  Purchaser shall pay all expenses in
connection with the Note, the Mortgage, and the Guaranty including, without
limitation, mortgage recording tax, the premium for mortgagee's title insurance
and Seller's counsel’s reasonable legal fees and disbursements.  The
Mortgage shall require Purchaser to make tax escrow payments.

    


    
      
        
        

      

      
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    9.           Authorization
of Purchaser and
Seller.   A.   .  Purchaser warrants and
represents that he has the authority to enter into this Contract.  In
the event this Contract is assigned as permitted herein, Purchaser, or its
permitted assignee, shall warrant and represent that any assignee is duly
organized and in good standing in its jurisdiction of organization and that it
will be in good standing in Tennessee,  and agrees to supply to Seller
such information as Seller may require (such as its certificate of incorporation
or organization, and resolutions adopted by its members or shareholders) to
establish to Seller's reasonable satisfaction the accuracy of the warranties and
representations contained in this paragraph.  Purchaser and any
assignee represent that its signatory is fully authorized to execute and deliver
this Contract and any assignment and assumption of Purchaser’s interest on its
behalf.

    
       

    

    B.   Seller
warrants and represents that it was duly organized and is in good standing in
its jurisdiction of organization and that it is in good standing in the State in
which the Premises is located.  Seller warrants and represents that it
has the authority to enter into this Contract and agrees to supply to Purchaser
such information as Purchaser may require (such as its articles of organization,
operating agreement and resolutions adopted by its members) to establish to
Purchaser's reasonable satisfaction the accuracy of the warranties and
representations contained in this paragraph.  Seller represents that
its signatory is fully authorized to execute and deliver this Contract on its
behalf.

    


    10.           Included
Premises.   This sale includes all the right, title and interest
of Seller in and to all easements, rights of way, privileges, transferrable
permits, records, reports, transferrable licenses, appurtenances and rights to
the same belonging to and inuring to the benefit of the Premises, supplies,
fixtures and articles of personal property (including, but not limited to,
machinery, computers, drills and other tools, snow removal equipment,
landscaping equipment, and all other personal property located in apartments at
the Premises including without limitation (as applicable) air conditioners,
dishwashers, refrigerators and stoves) attached to or appurtenant to the
Premises or used in connection with the operation of the Premises and owned by
Seller.  This sale also includes all the right, title and interest of
Seller in and to any intangible property associated with the Premises including
without limitation building and trade names, and the current phone numbers
(including telefax numbers) for the Premises.

    


    11.           Closing
Costs.   A.   Purchaser shall pay for all of its
costs of closing including its own attorney fees, for costs associated with its
financing and for the cost of an updated survey if Purchaser shall desire
one.  Seller shall pay for all of its costs of closing including
release of all financial encumbrances of the Premises placed by Seller, its own
attorney fees other than related to Seller’s financing if it shall be providing
same pursuant to Paragraph 8 in which event Purchaser shall pay such
fees.  Purchaser and Seller shall split 50/50 the transfer taxes,
stamps and recording fees and costs (and similar items) in respect of the sale
(except that Purchaser is responsible for all such items relating to it
financing) and the cost of Purchaser’s standard title insurance policy (except
that Purchaser shall pay for a mortgagee’s title insurance policy, but shall
have the benefit of simultaneous issue).  The parties shall split the
costs, if any, not to exceed $100.00, of Escrow Agent for serving as escrow and
closing agent for this transaction.

    


    
      
        
        

      

      
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    B.           Real
property taxes, rents, wages, utilities, water/sewer charges and other operating
expenses shall be adjusted as of the day before the Closing Date. For delinquent
rent not adjusted pursuant to the previous sentence and received after the
Closing Date, once Purchaser shall have been paid currently then any excess
shall be promptly remitted to Seller.  Purchaser shall be entitled all
rents received after Closing, including payment or collection of delinquent
rents. If the actual taxes or other charges shall not have been set by the
Closing Date, the apportionment shall be upon the basis of the tax rate (or
other charge) for the previous year applied to the latest assessed
valuation.  Seller shall be responsible to pay the installments of any
special assessments that are due and payable through the Closing Date and the
Purchaser shall be responsible for the installments for the periods following
the Closing Date.

    


    C.           All
security deposits held by Seller shall be transferred to Purchaser at Closing
along with a detailed accounting of the unit and tenant to whom the deposits are
attributable, with specificity as to any missing or incomplete deposits as
stated in the Leases.

    


    12.           Closing
Date.   A.   The parties agree that the closing
(the "Closing") shall occur on or before sixty (60) days following the Effective
Date hereof  (the "Closing Date").  The Closing shall take
place in escrow through the offices of Perrone & Young, 109 Westpark Drive,
Suite 330, Brentwood, Tennessee, 37027; Phone: 615 / 373.6910; Fax: 615
/373.8716; Attention: Patricia R. Young, Email: pyoung@pylaw.net; except
however, Escrow Agent shall receive all funds and make all disbursements in
accordance with the settlement statement agreed by the parties.  If
Purchaser shall have failed or been unable to close on or by the Closing Date,
then this Contract shall terminate, neither party shall have any further
obligations to the other and Seller shall be entitled to the entire Downpayment
and any interest earned thereon.  Time is of the essence in this
Contract.

    


    B.   Notwithstanding
anything contained in this Contract to the contrary it is understood and agreed
that in the event of any default on the part of Purchaser, Seller agrees to look
solely to the Downpayment in accordance with the terms hereof as its liquidated
damages and waives any claim for specific performance or any other claim either
against the Purchaser or against any person disclosed or
undisclosed.  Notwithstanding anything to the contrary set forth in
this Contract , in the event Seller shall default hereunder (or in the event of
any claim of Purchaser against Seller related to this Contract or the Premises)
Purchaser's sole right shall be to either recover its Downpayment with interest
thereon or to seek specific performance of this Contract , with it being
understood that Seller shall in no event ever be liable for consequential or
other monetary damages in respect of this Contract the Premises or the
transaction contemplated hereby.  Seller and Purchaser acknowledge
that the amount of damages of Seller occasioned by a default of Purchaser
hereunder would be difficult or impossible to accurately predict and Seller and
Purchaser, after consultation with counsel of their own choosing, agree that the
liquidated damages provided for in this paragraph are reasonable sums to be used
as liquidated damages.

    


    13.           Closing
Documents.   A.   Seller agrees to execute and
deliver to Purchaser on the Closing Date all documents, in form reasonably
satisfactory to Purchaser, necessary to effectuate the provisions hereof
including, without limitation:

    


    a. A
Special Warranty Deed and if requested by Purchaser, a quitclaim deed as
permitted hereby.

    
      


      
        
          
          

        

        
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    b. An
assignment and assumption of leases together with an assignment of the security
deposits, if any, held in respect of the leases as listed on the then rent
roll.

    


    c.  A
bill of sale conveying all personalty located at the Premises, the trade name
Crestbrook Meadows Apartments, and all phone and telefax numbers currently
serving the Premises.

    


    d.  A certified (by Seller’s
property manager) updated rent roll dated not sooner than one day prior to
Closing showing the current status of all current and delinquent rents, security
deposits and available apartment units.

    


    f.  A
cashier’s check for the total security deposits held under the Lease with
evidence of the tenant, unit and amount of each security deposit
included.

    


    e. A
joint notice of sale to the tenants, if any, of the Premises directing the
tenants to make all further rent payments to Purchaser as Purchaser may
direct.

    


    f. The
original leases, and property files and keys in Seller's
possession.

    


    g. An
affidavit pursuant to Section 1445 of the Internal Revenue Code, as
amended.

    


    h. Such
other documents that shall reasonably be required to consummate the transactions
herein contemplated.

    


    B.           Purchaser
agrees to execute and deliver to Seller on the Closing Date all documents, in
form reasonably satisfactory to Seller, necessary to effectuate the provisions
hereof including, without limitation:

    


    a. The
balance of the cash portion of the purchase price referred to hereinabove and,
if applicable. the Note, the Mortgage, the Guaranty and other related loan
documents which would customarily accompany a bank financing.

    


    b. The
assignment and assumption of the leases.

    


    c. Such
other documents that shall reasonably be required to consummate the transactions
herein contemplated.

    


    14.
Pre-Closing Obligations of Seller.   Between the date hereof and
the Closing Date, Seller shall:

    


    a. Keep
the Premises and all parts thereof in the same state of repair and condition as
they are currently in (including making ordinary repairs and replacements)
reasonable wear and tear excepted; provided that nothing in this Contract shall
require Seller to expend more than $10,000.00 in the aggregate on repairs and/or
replacements to the Premises.   Other than for casualty
situations covered by Section 16 below, Seller shall put in “rent-ready”
condition each apartment unit which is vacant through that date which is ten
(10) days prior to Closing, or any extended date of Closing under this Contract
or any amendment hereto.

    
      


      
        
          
          

        

        
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    b. Not
apply all or any part of the security deposit of any tenant, to the extent
Seller shall have any, unless such tenant's lease has terminated and such tenant
has vacated the Premises.

    


    c. Not
withdraw, settle or compromise any reduction proceeding affecting real estate
taxes assessed against the Premises without the prior consent of Purchaser which
consent shall not be unreasonably withheld or delayed.  Any future
refunds and fees of counsel shall be prorated between Purchaser and Seller as of
the Closing Date.  This Paragraph 14(c) shall survive the Closing and
the delivery of the deed.

    


    d. Not
remove from the Premises any fixture, equipment or personal property included in
this sale unless the same is replaced with items of at least equal value prior
to the Closing Date.

    


    e.
Subject to the leases for the Premises, permit Purchaser or its representatives
access to the Premises upon reasonable prior notice and at reasonable
times.

    


    15.           Condemnation.   A.   As
of the date hereof, Seller has no knowledge of any pending or contemplated
condemnation proceedings affecting the Premises or any part
thereof.

    


    B.   If
prior to the Closing, all of the Premises shall be taken by condemnation,
eminent domain or deed in lieu thereof, this Contract shall be automatically
terminated, the Downpayment together with any interest thereon shall be returned
to Purchaser and thereupon neither party shall have any further liability or
obligation to the other.  If prior to the Closing Date, a portion, but
less than all, of the Premises shall be taken by condemnation, eminent domain or
deed in lieu thereof, which shall have a material, adverse financial impact on
the value or use of the Premises then Purchaser or Seller may, at either's
option, terminate this Contract by sending written notice thereof within thirty
(30) days of such condemnation or other taking, in which event the Downpayment
and the interest thereon shall be returned to Purchaser and thereupon neither
party shall have any further liability or obligations to the
other.  For purposes hereof, a partial condemnation or other taking
shall be deemed material only if same shall result in cancellation of leases
and/or reductions in rents under leases in the aggregate resulting in the loss
of five percent (5%) or more of the aggregate rents currently provided for in
the most recent rent roll for the Premises.  If this Contract is not
terminated Purchaser shall (a) accept title to the Premises subject to the
condemnation or other taking, and (b) pay in full the purchase price and on the
Closing Date the net proceeds of the award or payment (after payment of all
actual collection costs) shall be assigned by Seller to Purchaser and net monies
theretofore received by Seller in connection with such condemnation or other
taking shall be paid over to Purchaser or allowed as a credit against the
purchase price hereunder (unless previously used by Seller in connection with
the repair of the Premises in connection therewith).  This Paragraph
shall govern to the extent inconsistent with any applicable law.

    
      


      
        
          
          

        

        
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    16.           Casualty.   The
risk of loss or damage or destruction to the Premises by fire or other casualty
is assumed by Seller until the Closing, but, except as specifically set forth in
this Paragraph, Seller shall not be obligated to repair or replace any such loss
or damage.  In the event of fire or other casualty, Seller shall have
thirty (30) days to notify Purchaser whether it intends to rebuild the Premises,
but if Seller shall fail to notify Purchaser of its election within such thirty
(30) day period Seller shall be deemed to have elected not to
rebuild.  If Seller elects (or is deemed to have elected) not to
repair or replace any such loss or damage to the Premises then either Seller
and/or Purchaser shall have the option of declaring this Contract terminated
within thirty (30) days of Seller's election not to rebuild, in which event
Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund
to Purchaser, with the interest earned thereon, the Downpayment whereupon this
Contract and all rights of Purchaser hereunder and to the Premises shall
terminate and neither Seller nor Purchaser shall have any further claim against
the other; provided that if neither party shall have elected to terminate this
Contract as aforesaid then Purchaser shall close title in accordance with this
Contract and pay in full the Purchase Price, without any abatement thereof or
claim against Seller for such loss or damage, and accepting an assignment,
without recourse, of Seller's rights, if any, to any payments to be made under
any applicable hazard insurance policies, if any, together with any payments
under such policies made to Seller prior to the Closing not expended to repair
or replace such loss, damage or destruction.  If Seller elects to
repair or replace any such loss or damage, Seller shall be entitled to
reasonable adjournments of the Closing Date in which to perform the work, not
exceeding one hundred twenty (120) days in the aggregate.  If Seller
elects to repair or replace any such loss or damage to the Premises and if such
loss or damage is not repaired (substantial completion thereof) prior to the
Closing Date, as adjourned by Seller pursuant to this Paragraph, Purchaser shall
have the option (to be exercised within ten (10) days of Seller's notice thereof
to Purchaser) of: (a) declaring this Contract terminated, in which event Seller
or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the
interest earned thereon, the Downpayment whereupon this Contract and all rights
of Purchaser hereunder and to the Premises shall terminate and neither Seller
nor Purchaser shall have any further claim against the other or (b) closing
title in accordance with this Contract and paying in full the Purchase Price,
without any abatement thereof or claim against Seller for such loss or damage,
and accepting an assignment, without recourse, of Seller's rights, if any, to
any payments to be made under any applicable hazard insurance policies for work
not yet completed, together with any payments under such policies made to Seller
prior to the Closing not expended to repair or replace such loss, damage or
destruction; provided that if Purchaser shall have failed to timely make an
election it shall be deemed to have chosen (b) above.  Notwithstanding
the foregoing, if the cost of the repairs and replacements is less than $25,000,
as determined by an independent third party professional chosen by Seller and
acting reasonably, Purchaser shall close title with a credit against the
purchase price in such amount which shall not exceed $25,000 and Seller shall
retain the rights to the insurance proceeds, if any, in respect of such
casualty.  This Paragraph shall govern to the extent inconsistent with
any applicable law.

    


    17.           Assignment.   Purchaser
will not, without the prior written consent of Seller (which consent may be
withheld in Seller's absolute discretion), sell, assign or transfer its interest
in this Contract .  Notwithstanding the foregoing, Purchaser shall be
permitted to assign this Contract to a single-purpose entity in which Chad M.
Ray is an owner to extent of at least 25%.  Any purported assignment
of this Contract in violation of this Paragraph 17 shall be ineffective and void
ab initio and shall constitute a default hereunder by Purchaser, in which event
this Contract shall terminate, the parties shall have no further obligations
against the other and the Escrow Agent shall remit the Downpayment with interest
thereon to Seller.

    
      


      
        
          
          

        

        
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    18.           Brokers.   Purchaser
and Seller each represents and warrants that, except for The Kirkland Company
(“Broker"): (i) it has not dealt with any broker in respect of the sale of the
Premises to Purchaser and (ii) no broker brought the Premises to the attention
of the Purchaser or was otherwise involved in the Purchaser's interest in the
Premises.  Seller agrees to compensate Broker as per a separate
agreement.  Each party shall indemnify, defend and hold harmless the
other for any claims which would constitute a breach of the foregoing
representations and warranties.  The provisions of this Paragraph
shall survive the Closing and the delivery of the deed or the other termination
of this Contract.

    


    19.           ¬Section
1031 Tax Deferred Exchange.  At the option of either Seller or
Purchaser, each party agrees to cooperate with the other to qualify this
transaction as a like-kind exchange of property described in Section 1031 of the
Internal Revenue Code of 1986, as amended.  Seller and Purchaser
further agree to consent to the assignment of this Contract to a "Qualified
Intermediary" and/or take such other action reasonably necessary to qualify this
transaction as a like-kind exchange provided that (i) such exchange shall be at
the cost and expense of the requesting party, (ii) the other party shall incur
no liability as a result of such exchange and (iii) no such assignment of this
Contract shall relieve the requesting party of its obligations under this
Contract and the requesting party shall remain liable for the performance of its
obligations hereunder including, without limitation, the representations,
warranties, and covenants given by it under this Contract.

    


    20.           OFAC
Matters.   Each of Seller and Purchaser represent, warrant and
agree as follows as applicable to each of them:

    A.   Seller
and Purchaser, and all direct or to their knowledge indirect beneficial owners
of Seller and Purchaser, are in compliance with all laws, statutes, orders,
legislation, rules and regulations of any federal, state or local governmental
authority in the United States of America applicable to such Persons (as
hereinafter defined), including, without limitation, the requirements of
Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and
other similar requirements contained in the rules and regulations of the Office
of Foreign Asset Control, Department of the Treasury (“OFAC”) and in any
enabling legislation or other Executive Orders in respect thereof (the Order and
such other laws, statutes, rules, regulations, legislation, or orders are
collectively called the “Orders”).  For purposes of this subsection,
“Person” shall mean any corporation, partnership, limited liability company,
joint venture, individual, trust, real estate investment trust, banking
association, federal or state savings and loan institution and any other legal
entity, whether or not a party hereto; and

    B.           Neither
Seller nor Purchaser nor any of the direct or to their knowledge indirect
beneficial owners of Seller nor Purchaser:

    1.           is
listed on the Specially Designated Nationals and Blocked Persons List maintained
by OFAC pursuant to the Order and/or on any other list of terrorists or
terrorist organizations maintained pursuant to any of the rules and regulations
of OFAC or pursuant to any other applicable Orders (such lists are collectively
referred to as the “Lists”);

    
      


      
        
          
          

        

        
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    2.           has
been determined by competent authority to be subject to the prohibitions
contained in the Orders;

    3.           is
owned or controlled by, nor acts for or on behalf of, any Person on the Lists or
any other Person who has been determined by competent authority to be subject to
the prohibitions contained in the Orders;

    8.           shall
transfer or permit the transfer of any interest in Seller or such parties to any
Person who is, or whose beneficial owners are, listed on the Lists;
or

    9.           shall
assign this Contract or any interest herein, to any Person who is listed on the
Lists or who is engaged in illegal activities (or to a Person in which a Person
who is listed on the Lists or who is engaged in illegal activities has any
beneficial interest).

    This
Section 20 shall survive the Closing.

    


    21.           Miscellaneous.   A.   If
either party shall be required to employ an attorney to enforce or defend the
rights of such party related to this transaction or the Premises, the prevailing
party shall be entitled to recover reasonable attorneys' fees.  This
paragraph shall survive the Closing or earlier termination of this
Contract.

    


    B.   This
Contract contains the complete agreement between the parties, supersedes all
prior agreements (oral or written) and no term hereof may be waived or amended
except by the written agreement of the party to be charged by such waiver or
amendment.  This Contract has been negotiated and shall not be
construed against its drafter.  The parties agree that there are no
oral agreements, understandings, representations or warranties which are not
expressly set forth herein.

    


               C.           All
notices, demands and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been properly given
upon delivery if delivered by hand or sent by United States registered or
certified mail, return receipt requested, or sent by Federal Express, United
Parcel Service or other reputable overnight delivery service, to Seller (for the
attention of Jeffrey A. Gould) at its address set forth above with a copy to
Mark H. Lundy,  TRB Crestbrook LLC, 60 Cutter Mill Road, Suite 303,
Great Neck, New York  11021; Phone: 516 / 466.3100, Direct: 516/
773.2703; Fax: 516 / 684.4903; Email: markl@brtrealty.com  and with a
copy to Marc T. McNamee, Esq., Neal and Harwell, PLC, Suite 2000, One Nashville
Place, 150 4th Avenue North, Nashville, Tennessee 37219-2498;
Phone:  615 / 244.1713; Fax: 615 / 726.0573;
Email:  mmcnamee@nealharwell.com; or at such other addresses as it may
designate by notice hereunder and to Purchaser at its address set forth above
with a copy to Patricia R. Young, Perrone & Young, 109 Westpark Drive, Suite
330, Brentwood, Tennessee  37027, Phone: 615 / 373.6910; Fax: 615 /
373.8716; Email: pyoung@pylaw.net. or at such other addresses as it may
designate by notice hereunder.  The address for Escrow Agent is
Chicago Title Insurance Company, 725 Cool Springs Boulevard, Suite 160,
Franklin, Tennessee 37067; Yale K. Riley Underwriting Counsel; Direct phone:
(615) 435-1144; Office phone (615) 435-1100; Office fax (615) 435-1101;Email:
yale.riley@ctt.com.

    


    D.           The
respective attorneys for Seller and Purchaser are authorized to give and receive
any notices required or permitted to be sent hereunder and are permitted to
agree on adjournments of the Closing Date.

    
      


      
        
          
          

        

        
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    E.           This
Contract shall not be binding until executed and delivered by Seller and
Purchaser.  Once fully executed and delivered, this Contract shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and permitted assigns.

    


    F.           This
Contract shall be governed by and construed in accordance with the laws of the
State in which the Premises is located.

    


    G.           Purchaser
agrees to make the checks or wire payments for the Purchase Price to such
parties as Seller shall direct.

    


    H.           If
any provision hereof shall be deemed unenforceable, the remaining terms of this
Contract shall be unaffected thereby and shall remain in full force and
effect.

    


    I.           The
headings herein are for reference purposes only and shall not be deemed to
affect the interpretation of this Contract .

    


    J.           SELLER
AND PURCHASER HEREBY WAIVE ANY AND ALL RIGHTS THAT EITHER MAY HAVE TO A JURY
TRIAL IN RESPECT OF ANY DISPUTE CONCERNING THIS CONTRACT OR THE
PREMISES.

    


    K.           Each
of Seller and Purchaser expressly understands and agrees and acknowledges that
neither party would have entered this Contract without the express provisions of
this Subparagraph K.  Notwithstanding anything to the contrary set
forth in this Contract , in no event shall either party ever be liable to the
other party for consequential, compensatory or any other monetary damages in
respect of this Contract , the Premises or the transaction contemplated hereby.
In addition, each party hereby agrees that in no event shall either party make
or bring any claim for any matter whatsoever against any member, shareholder,
partner, officer, director, trustee, employee, agent, representative or counsel
of or for the other party. Each party acknowledges that it agrees to this
Subparagraph K and that it has consulted with counsel of its own choosing in so
agreeing.  This Subparagraph shall survive the Closing or earlier
termination of this Contract .

    


    L.           Purchaser
understands and agrees that it shall not be permitted to record this Contract or
a memorandum hereof and any breach of this provision shall constitute a default
by Purchaser under this Contract in which event Seller shall be entitled to the
Downpayment, this Contract shall be terminated and Seller shall (notwithstanding
any other provisions of this Contract) be entitled to such remedies as are
available in law or equity.

    


    IN
WITNESS WHEREOF, the undersigned have executed and delivered this Contract of
Sale as of the date first hereinabove written.

    


    
      
        	
                Tax
      ID #__________________

              	
                TRB
      CRESTBOOK LLC, as Seller

              


      

    

    


    
      
        
          	
                  By:

                	   
      


        

      

    

    
      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          



      

    

         Mark
H. Lundy

         Senior
Vice President of the sole member

    


    
      
        
          	
                  Tax
      ID #__________________

                	    
      
	 
      	
                  Chad
      M. Ray, as Purchaser

                


        

      

    

    


    Chicago
Title Insurance Company, solely in its capacity as Escrow Agent

    


    
      
        
          
            
              
                
                  
                    	By:	
                             
      

                          
	
                            Name: 

                          	
                              
      

                          
	 	
                            Title:

                          	    
      


                  

                

              

            

          

        

         

      

    

    EXHIBIT A

    


    Legal Description

    


    EXHIBIT
B

    


    ¬Rent
Roll

    


    EXHIBIT
C

    


    Delinquency
List

    


    EXHIBIT
D

    


    [Form of
Special Warranty Deed]

    


    SPECIAL
WARRANTY DEED

    


    This
instrument was prepared by:
____________________________________________

    Address
New Owner   Send Tax Bills To:   Map/Parcel

    


      State
of
Tennessee                )     The
actual consideration or value, whichever is greater, for this transfer,
is

      County
of
______________   )      ______________________
and __/100 Dollars ($__________).

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

                                                                   ____________________________________

                                                                  Affiant

    Sworn to
and subscribed before me this ___ day of _______________ 20__.

    


                                                                                      __________________________________

                                                                                      Notary
Public

    My
commission expires:__________________

    


    FOR AND IN CONSIDERATION OF the sum of
__________________________ and ___ /100 Dollars ($________), the receipt and
sufficiency of which are hereby acknowledged, _________________________
(“Grantor”), has bargained and sold, and by these presents does transfer and
convey unto _________________________ (“Grantee”), his heirs, successors and
assigns, a certain tract or parcel of land in __________ County, State of
Tennessee, more particularly described on Exhibit A attached hereto and
incorporated herein by this reference, together with all improvements, buildings
and structures located thereon (the “Property”).

     

    The Property is improved property known
as Crestbrook Meadows Apartments, 221 Aurora Drive, Madison, Tennessee,
37115-2401.

    


    This
conveyance is expressly made subject to those matters more specifically set
forth on Exhibit B attached hereto and incorporated herein by this
reference.

    


    TO HAVE AND TO HOLD the Property with
the appurtenances, estate, title and interest thereto belonging to Grantee, his
heirs, successors and assigns forever.

    


    And Grantor does covenant with Grantee
that Grantor is lawfully seized and possessed of the Property in fee simple and
Grantor has a good right to convey the Property.

    


    And Grantor does further covenant and
bind Grantor, and its successors and assigns to warrant and forever defend the
title to the Property to Grantee, his heirs, successors, and assigns against the
lawful claims of all persons whomsoever claiming by, through or under Grantor
(other than claims arising from the matters set forth on Exhibit B), but not
further or otherwise.   This conveyance is expressly made subject
to the matters set forth on Exhibit B.

    


    Witness my hand this ___ day of
_______________ 20___.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      
	 	 
	
                              By:

                            	   
      


                    

                  

                

              

            

          

        

      

    

    
      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          



      

    

    
      
        
          
            
              
                
                  
                    	
                            Printed Name:

                          	 
      


                  

                

              

            

            
              	
                      Its:

                    	 
      


            

          

        

      

    

    


    STATE OF
TENNESSEE     )

    COUNTY OF
¬¬¬__________   )

    


    Personally appeared before me, the
undersigned, a Notary Public, in and for said State and County,
¬¬¬¬¬¬¬¬¬¬¬¬¬¬______________, with whom I am personally acquainted (or proved to
me on the basis of satisfactory evidence), the within named bargainor, and who,
after being duly sworn, made oath that __he executed the foregoing instrument
for the purpose therein contained.

    


    Witness my hand and seal, at office in
________________, Tennessee, this ___ day of _______________ 20__.

    


    


                   
________________________________

    NOTARY PUBLIC

    My
Commission Expires:

    ___________________

    


    EXHIBIT
A

    


    Property
Description

    


    EXHIBIT
B

    


    Encumbrances


      


      
        
          
          

        

        
          20