EXHIBIT
10.2

    


    CONTRACT
OF SALE

    


    TRB
ARBORS LLC

    


    - Seller
-

    


    OSM
INVESTMENT COMPANY

     

    -
Purchaser -

    


    as of
November 25, 2008

    


    The
Arbors at Southern

        Hills
Apartments

    371
Wallace Road

    Nashville,
Tennessee

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

    


    
      
        
          	
                  Page:

                	 
      	 
      
	 
      	 
      	 
      
	
                  1.

                	
                  Purchase
      Price

                	
                  1

                
	 
      	 
      	 
      
	
                  2.

                	
                  Escrow

                	
                  1

                
	 
      	 
      	 
      
	
                  3.

                	
                  Premises
      Sold "As Is"

                	
                  2

                
	 
      	 
      	 
      
	
                  4.

                	
                  Seller
      Representations

                	
                  6

                
	 
      	 
      	 
      
	
                  5.

                	
                  Title

                	
                  7

                
	 
      	 
      	 
      
	
                  6.

                	
                  Acceptance
      of the Deed

                	
                  8

                
	 
      	 
      	 
      
	
                  7.

                	
                  Inspections

                	
                  9

                
	 
      	 
      	 
      
	
                  8.

                	
                  Financing

                	
                  9

                
	 
      	 
      	 
      
	
                  9.

                	
                  Authorization
      of Purchaser and Seller

                	
                  9

                
	 
      	 
      	 
      
	
                  10.

                	
                  Included
      Premises

                	
                  10

                
	 
      	 
      	 
      
	
                  11.

                	
                  Closing
      Costs

                	
                  10

                
	 
      	 
      	
                   
      

                
	
                  12.

                	
                  Closing

                	
                  10

                
	 
      	 
      	 
      
	
                  13.

                	
                  Closing
      Documents

                	
                  12

                
	 
      	 
      	 
      
	
                  14.

                	
                  Preclosing
      Obligations of Seller

                	
                  12

                
	 
      	 
      	 
      
	
                  15.

                	
                  Condemnation

                	
                  13

                
	 
      	 
      	 
      
	
                  16.

                	
                  Casualty

                	
                  14

                
	 
      	 
      	 
      
	
                  17.

                	
                  Assignment

                	
                  15

                
	 
      	 
      	 
      
	
                  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 of Sale") is made and entered into as of the
25th day of November, 2008 (the “Effective Date”) by and between TRB Arbors LLC,
a Tennessee limited liability company having an office at 60 Cutter Mill Road,
Suite 303, Great Neck, New York  11021 ("Seller"), and OSM Investment
Company, a California corporation having an office at 1516 South Bundy Drive,
Suite 300, Los Angeles, California 90025 ("Purchaser").

    


    WITNESSETH:

    


    WHEREAS,
Seller is the current owner of (i) the real property described on Exhibit A
attached hereto (the “Land”), together with the buildings and improvements
thereon (the “Improvements”) known as and by The Arbors at Southern Hills
Apartments, 371 Wallace Road, Nashville, Tennessee  (collectively, the
"Real Property"); and

    


    WHEREAS,
in accordance with the terms hereof, Seller wishes to sell and Purchaser wishes
to acquire the Real Property, together with the property and property rights
described in Paragraph 10 (collectively, the “Premises”).

    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 $7,404,000.00 (the “Purchase Price”) payable as
follows:

    


    $125,000.00
upon the execution and delivery of this Contract of Sale as the nonrefundable
(except as specifically set forth herein) Downpayment (hereinafter defined), by
check(s) made payable to the order of First American Title Insurance Company, as
escrow agent (“Escrow Agent”), which sum shall be held in escrow pursuant to the
terms hereof; and

    


    $7,279,000.00,
at the Closing, by wire transfer to an account designated by
Seller.

    


    2.           Escrow.   Concurrently
with the full execution of this Contract of Sale, Purchaser has delivered to
Escrow Agent, a check(s) (subject to collection) in the amount of $125,000.00 as
the downpayment (the "Downpayment").  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 of Sale, 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, however, 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 of Sale 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.

    


    
      
        
        

      

      
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    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 of Sale 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.  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 gross negligence, bad faith or
willful disregard of this Contract of Sale.

    


    Escrow
Agent shall not be bound by any agreement between Seller and Purchaser (other
than this Contract of Sale), 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 of Sale.  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 of
Sale.  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.

    


    3.           Premises
Sold "AS IS". A. PURCHASER EXPRESSLY UNDERSTANDS AND AGREES AND ACKNOWLEDGES
THAT SELLER WOULD NOT HAVE ENTERED THIS CONTRACT OF SALE 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 OF SALE.  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 OF SALE, 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.

    


    
      
        
        

      

      
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    IN
PARTICULAR, EXCEPT AS HEREIN SPECIFICALLY SET FORTH IN THIS CONTRACT OF SALE,
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 OF
SALE 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” (as hereinafter defined),
Purchaser will have, or will have had opportunities to have:

    (i)           Examined
and inspected the Real Property 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 Leases (as hereinafter defined) 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 Real Property, 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;

     (v)           Investigated,
examined and approved the quality, nature, adequacy and physical condition and
aspects of the Real Property, 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 Land;

    (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.

     

    
      
        
        

      

      
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    C.           By
not terminating this Contract of Sale 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 of Sale 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 of Sale or
the Premises); provided, however, that the release contained herein shall not be
deemed to void the effect of (i) any representations or warranties of Seller
specifically contained in this Contract of Sale which representations or
warranties by their terms are specifically set forth to survive Closing or (ii)
any other obligations of Seller not related to the physical, legal or other
condition of the Premises or any part thereof, including, but not limited to,
those set forth in Paragraphs 11 through and including 16.  This
section shall survive the Closing and the recordation of the "Deed " (as
hereinafter defined) 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.

    


    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 except as
expressly provided in this Contract of Sale, 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,
except as expressly provided in this Contract of Sale, 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 except as
expressly provided in this Contract of Sale), 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 limitation,
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, except to the extent that such is inconsistent with the
representations and warranties of Seller set forth in this Contract of
Sale).

     

    
      
        
        

      

      
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    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
Paragraph shall survive the Closing or earlier termination of this Contract of
Sale.

    


    4.           Seller
Representations.  In order to induce Purchaser to enter into this
Contract of Sale, Seller represents that each of the following is true and
correct in all material respects as of the Effective Date and, unless otherwise
stated in updated representations given at Closing and subject to the provisions
of Paragraph 12, shall also be true and correct in all material respects on the
Closing:

    A.           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 disclosed to Purchaser in writing, Seller has not received written
notification from any governmental authority having jurisdiction over the
Premises of any pending or threatened condemnation or similar proceedings
affecting the Premises or any portion of the Premises. Seller shall deliver a
copy of any written notice related thereto received by Seller after the
Effective Date.

    C.           To
the best knowledge of Seller, Seller is not prohibited from consummating the
transaction contemplated under this Contract of Sale by any law, regulation,
agreement, rule, order, or judgment applicable to Seller.

    D.           Except
as disclosed to Purchaser in writing, Seller has not received written notice of
any litigation that would prevent Seller from performing its obligations
hereunder. Except as disclosed to Purchaser in writing and except for personal
injury or property damage matters being handled by insurance (if any), Seller
has received no written notice of any material actions, suits, proceedings or
investigations pending against or related to the Premises in any court or before
any governmental department, agency, commission, board or bureau.

     

    
      
        
        

      

      
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    E.           Except
as disclosed to Purchaser in writing, Seller has not received any written notice
that Seller is in violation of any covenants, conditions, restrictions or
agreements affecting the Premises nor any written notice from insurance
underwriters that would indicate that the Premises may not be
insurable.

    F.           Except
as may be listed on Exhibit C attached hereto, to Seller’s knowledge no tenant
at the Premises is in monetary default beyond the month which includes the date
of this Contract of Sale.

    G           Seller
has not nor will it in the future collect rent more than thirty (30) days in
advance.

    


    H           Seller
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.

    I           There
are no employees at the Premises who Purchaser would be responsible for
following Closing.

    


    J.           Seller
represents that it was notified of an alleged violation by a governmental
authority that fire pull stations needed to be installed at the Real
Property.  It is a condition to Closing that Seller has substantially
completed such installation (at its cost and expense); provided that if Seller
has not yet completed such installation by Closing, Seller shall pay for the
work completed through Closing and shall credit the Purchase Price for the
remainder due on the contract for such complete installation, and Purchaser
agrees to close with such credit.

    K.           To
Seller’s actual knowledge, during the period of time that Seller has owned the
Premises (i) Seller has not intentionally stored, dumped, disposed of or
transported any hazardous substances on the Premises other than those
customarily used in the operation of an apartment complex, (ii) Seller has no
knowledge that any hazardous materials have been transferred from the Premises
to another location in violation of any environmental laws, regulations, permits
or requirements and (iii) except as disclosed to Purchaser in writing, Seller
has not received written notice from any governmental agency requiring any
environmental clean-up or remediation on the Premises.

    The
warranties and representations contained in this Paragraph  4 shall
survive the Closing for a period of six (6) months.

    


    5.           Title.   A.   Purchaser
agrees to promptly order a commitment for title insurance from Escrow
Agent.  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 Escrow Agent 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 option of either terminating this Contract of Sale (in which
event the Downpayment with interest thereon shall be returned to Purchaser and
the parties shall have no other liability to each other) or to attempt to cure
such defect(s).  Seller shall be entitled, at its option, to
extensions of the Closing Date (hereafter defined) for up to ninety (90) 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 of Sale 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 business (3) days following
its receipt of a continuation report (but in no event later than and the Closing
Date shall be extended as necessary to accommodate such 3-business day period)
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.

     

    
      
        
        

      

      
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    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,

    


    (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
agrees to accept a limited warranty deed (or the local equivalent), in form
satisfactory for recording (the “Deed”), 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 of Sale on the part of Seller to be
performed except for any breaches of Seller’s representations, warranties or
covenants to the extent Purchaser does not have actual knowledge of such
breaches as of the acceptance of the Deed to extent such representations,
warranties or covenants expressly are to survive the Closing and then for the
period of such survival only.  It is further expressly agreed that
none of the provisions of this Contract of Sale shall survive the delivery and
acceptance of the Deed, except insofar as may herein otherwise be expressly and
specifically provided.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7.           Inspections.   A.  At
Purchaser's cost and expense, Purchaser and its advisors shall be permitted (i)
to inspect the Premises for structural integrity and compliance with applicable
laws, (ii) to perform an environmental audit of the Premises, (iii) to review
the historical and projected financial information relative to the operations of
the Premises, (iv) to review the zoning for the Premises and (v) to review any
such other matters as Purchaser shall deem significant (collectively, the
"Inspections").  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, conditioned or delayed.

    


    B.
Purchaser shall have until December 26, 2008 (the “Due Diligence Period”) to
notify Seller in writing that Purchaser is satisfied with the Inspections and
that Purchaser desires to proceed to Closing.  If Purchaser shall fail
to timely notify Seller that it is satisfied with the Inspections, then this
Contract of Sale shall terminate, in which event the Downpayment theretofore
paid, together with all 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, with
Purchaser in connection with the Inspections referenced above and to provide
access to the Premises in connection therewith (subject to the provisions of the
Leases).

    


    8.           Financing.   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.

    


    9.           Authorization
of Purchaser and Seller.   A.   Purchaser warrants
and represents that it was duly organized and is in good standing in its
jurisdiction of organization and that as of the Closing it is will be in good
standing in the State in which the Premises is located.  Purchaser
warrants and represents that it has the authority to enter into this Contract of
Sale and agrees to supply to Seller such information as Seller may require (such
as its certificate of incorporation, by-laws and resolutions adopted by its
board of directors) to establish to Seller's reasonable satisfaction the
accuracy of the warranties and representations contained in this
paragraph.  Purchaser represents that its signatory is fully
authorized to execute and deliver this Contract of Sale 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 of Sale 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 of
Sale on its behalf.

    The
foregoing representations are given by Purchaser and Seller in order to induce
the other to enter into this Contract of Sale, are true and correct as of the
Effective Date, shall be true and correct on the Closing and shall survive the
Closing.

     

    
      
        
        

      

      
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    10.           Included
Premises.   The term Premises and, therefore, this sale includes
all the right, title and interest of Seller in and to all: leases of the
Improvements, and all amendments thereto, and including all leases which may be
made by Seller after the date hereof and before Closing as permitted by this
Contract of Sale (collectively, the “Leases” and each a “Lease”); all easements,
rights of way, privileges, transferrable permits, records, reports, transferable
licenses, appurtenances and rights to the same belonging to and inuring to the
benefit of the Premises; and all 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. The term Premises and, therefore, 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.

    


    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 its
own attorney fees and the County Documentary Tax.  Purchaser and
Seller shall split 50/50 (i) any other transfer taxes (including the City
Transfer Tax), 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), (ii) the cost of Purchaser’s standard title insurance
policy plus customary endorsements (except that Purchaser shall pay for a
mortgagee’s title insurance policy) and (iii) the escrow fees.

    


    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, Purchaser shall be entitled to credit first the month during which
the rent is received and then shall apply the balance, if any, to unpaid rent
for the immediately preceding month(s) and agrees to send to Seller its prorata
share, if any, of such rent.  Purchaser agrees to use its good faith
efforts to attempt to collect such delinquencies and Seller shall retain its
contract rights as against the delinquent tenants for such delinquent
rent.  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. Seller agrees to send to Purchaser any rents or other amounts
received by Seller after the Closing from tenants.

    


    12.           Closing.   A.   Closing
Date.  The parties agree that the closing (the "Closing") shall occur
on or before December 31, 2008 (the "Closing Date").  The Closing
shall take place in escrow through the offices of Escrow Agent.  If
Purchaser shall have failed or been unable to close on or by the Closing Date,
then this Contract of Sale 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 of Sale.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    B.   Default.  Notwithstanding
anything contained in this Contract of Sale 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 of Sale, in the event Seller shall default hereunder (or in the
event of any claim of Purchaser against Seller related to this Contract of Sale
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 of Sale, with it being understood that Seller shall in no event ever be
liable for consequential or other monetary damages in respect of this Contract
of Sale, 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.

    C.           Conditions
Of Purchaser’s Obligations.   (I).
Conditions.  Purchaser’s obligation to consummate the transactions
contemplated by this Contract of Sale on the Closing Date shall be subject to
the satisfaction or performance of the following terms and conditions, any one
or more of which may be waived by Purchaser in its sole discretion, in whole or
in part, on or as of the Closing Date:

    (x)           Seller
shall have kept, observed, performed, satisfied and complied in all material
respects with all terms, covenants, conditions, agreements, requirements,
restrictions and provisions required by this Contract of Sale to be kept,
observed, performed, satisfied or complied with by Seller;

    (y)           The
irrevocable commitment of the Title Company to issue an Owner’s Policy of Title
Insurance with liability in the amount of the Purchase Price, subject only to
the Permitted Exceptions; and

    (z)           All
of the representations and warranties of Seller set forth in this Contract of
Sale shall be true and correct at and as of the Closing Date in all material
respects as though such representations and warranties were made at and as of
the Closing Date.

    (II).           Failure
of Conditions. Upon the failure of any of the aforesaid conditions precedent,
except in the event of a waiver or deemed waiver of such failed condition
precedent by Purchaser, this Contract of Sale shall terminate, all rights and
obligations hereunder of each party shall be at an end, except as specifically
set forth herein to survive the termination of this Contract of Sale, and the
Downpayment and all interest thereon shall be returned to
Purchaser.

    D.           Conditions
Of Seller’s Obligations.   (I).   Conditions.
Seller’s obligation to consummate the transactions contemplated by this Contract
of Sale on the Closing Date shall be subject to the satisfaction or performance
of the following terms and conditions, any one or more of which shall be waived
by Seller in its sole discretion, in whole in part, on or as of the Closing
Date:

    (x)           Purchaser
shall have kept, observed, performed, satisfied and complied with all terms,
covenants, conditions, agreements, requirements, restrictions and provisions
required by this Contract of Sale to be kept, observed, performed, satisfied or
complied with by Purchaser; and

    (y)           All
of the representations and warranties of Purchaser set forth in this Contract of
Sale shall be true and correct at and as of the Closing Date in all material
respects as though such representations and warranties were made at and as of
the Closing Date.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      (II).           Failure
of Conditions. Upon the failure of any of the aforesaid conditions precedent,
except in the event of a waiver of such failed condition by Seller, this
Contract of Sale shall terminate and all rights and obligations hereunder of
each party shall be at an end except for those obligations that are specifically
set forth herein to survive the termination of this Contract of
Sale.

      


      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. The
Deed.

      


      b. An
assignment and assumption of the Leases together with an assignment of the
security deposits, if any, held in respect of the Leases.

      


      c. A
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.

      


      d. The
original (or if originals are not available, copies of the) Leases and property
files, and all keys in Seller's possession.

      


      e. An
affidavit pursuant to Section 1445 of the Internal Revenue Code of 1986, as
amended (the “Code”), and any comparable statute of the state in which the Real
Property is located.

      


      f. 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 .

      


      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 Effective Date
and the Closing Date, Seller shall:

      


      a. Keep
the Real Property 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 Real Property except as provided in Paragraph
16 in the event Seller elects, in its sole discretion, to repair any damage to
the Improvements as therein provided.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      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 Real Property.

      


      c. Not
withdraw, settle or compromise any reduction proceeding affecting real estate
taxes assessed against the Real Property without the prior consent of Purchaser
which consent shall not be unreasonably withheld, conditioned 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 Real Property 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, permit Purchaser or its representatives access to the
Real Property upon reasonable prior notice and at reasonable times.

      f.
Continue to maintain in full force and effect the same (or similar) insurance
coverage for the Real Property.

      


      15.           Condemnation.    If
prior to the Closing, notice shall be received that all of the Real Property
shall be taken by condemnation or eminent domain, this Contract of Sale 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, notice shall be received that a portion, but less than all, of the Real
Property shall be taken by condemnation or eminent domain, which shall have a
material, adverse financial impact on the value or use of the Real Property then
Purchaser may, at its option, terminate this Contract of Sale by sending written
notice thereof within thirty (30) days of such notice of 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 Real
Property.  If this Contract of Sale is not terminated Purchaser shall
(a) accept title to the Real Property subject to the condemnation or other
taking, and (b) pay in full the Purchase Price and on the Closing Date the
proceeds of the award or payment  shall be assigned by Seller to
Purchaser and monies theretofore payable to Seller in connection with such
condemnation or other taking shall be paid over to Purchaser or allowed as a
credit against the Purchase Price (unless previously used by Seller in
connection with the repair of the Real Property 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 Real Property 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 (such notice is hereinafter
referred to as the “Non-Election Notice”) whether it intends to rebuild the Real
Property, 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 Real Property then Purchaser
shall have the option of declaring this Contract of Sale terminated within
thirty (30) days of receipt of the Non-Election Notice (“Purchaser’s Election
Period”)Seller's election not to rebuild, in which event Seller and Purchaser
shall instruct Escrow Agent to refund to Purchaser, with the interest earned
thereon, the Downpayment whereupon this Contract of Sale and all rights of
Purchaser hereunder and to the Real Property shall terminate and neither Seller
nor Purchaser shall have any further claim against the other; provided, however,
that  if Purchaser shall not have elected to terminate this Contract
as aforesaid during Purchaser’s Election Period then Purchaser shall close title
in accordance with this Contract (except that Closing shall be extended to the
date which is ten (10) days after the date that Purchaser elects to close
notwithstanding the Non-Election Notice) 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 sixty (60) days in the
aggregate.  If Seller elects to repair or replace any such loss or
damage to the Real Property 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 (the “Incomplete
Restoration Notice”) to Purchaser) of: (a) declaring this Contract of Sale
terminated, in which event Seller or and Purchaser shall instruct Escrow Agent
to refund to Purchaser, with the interest earned thereon, the Downpayment
whereupon this Contract of Sale 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 of
Sale (except that Closing shall be extended to the date which is twenty (20)
days after Purchaser’s receipt of the Incomplete Restoration Notice) 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, however, that if
Purchaser shall have failed to timely make an election it shall be deemed to
have chosen (b) above.   If Seller elects to repair or replace
any such loss or damage to the Real Property, then substantial completion
thereof will not be considered to have occurred unless such work has been
substantially completed in a good and workmanlike manner and in accordance with
all applicable laws and regulations within the requisite time
period.   Notwithstanding the foregoing, if the cost of the
repairs and replacements is less than $25,000, as determined by an independent
third party construction 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.

      


      
        
          
          

        

        
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      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 of Sale.  Notwithstanding the foregoing, Purchaser
shall be permitted to assign this Contract to a single-purpose entity which is
beneficially owned by Purchaser or the principals of
Purchaser.   Any purported assignment of this Contract of Sale 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 of
Sale 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.

      


      18.           Brokers.   Purchaser
and Seller each represents and warrants that, except for CB Richard Ellis
(“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, warranties and the covenant in the preceding
sentence.  The provisions of this Paragraph shall survive the Closing
and the delivery of the Deed or the other termination of this Contract of
Sale.

      


      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
Code .  Seller and Purchaser further agree to consent to the
assignment of this Contract of Sale 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 of
Sale shall relieve the requesting party of its obligations under this Contract
of Sale 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 of Sale.

      


      20.           OFAC
Matters.   Each of Seller and Purchaser represents, warrants and
agrees as follows as applicable to it:

      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
it nor any of its direct or, to its knowledge, indirect beneficial
owners:

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      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”);

      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;

      4.6.           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

      5.7.           shall
assign this Contract of Sale 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
Paragraph 2020 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 of
Sale.

      


      B.   This
Contract of Sale 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 of Sale 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 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 Arbors LLC, 60 Cutter Mill Road, Suite 303, Great Neck,
New York  11021 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 or at such other addresses as it may designate by notice
hereunder and to Purchaser at its address set forth above to the attention of
Justin Khorvash with a copy to Peter H. Alpert, Esq., Law Offices of Peter H.
Alpert, Inc., One California Plaza, 300 South Grand Avenue, 14th Floor, Los
Angeles, California 90071, or at such other addresses as it may designate by
notice hereunder.  The address for Escrow Agent is First American
Title Insurance Company, 315 Deaderick Street, Suite 2055, Nashville, Tennessee
37238, Attention:  William L. Rosenberg.

      


      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 of Sale shall not be binding until executed and delivered by Seller and
Purchaser.  Once fully executed and delivered, this Contract of Sale
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 of Sale shall be governed by and construed in accordance with the laws
of the State in which the Real Property 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 of Sale 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 of Sale.

      


      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 OF SALE OR THE
PREMISES.

      


      K.           Each
of Seller and Purchaser expressly understands and agrees and acknowledges that
neither party would have entered this Contract of Sale without the express
provisions of this Subparagraph K.  Notwithstanding anything to the
contrary set forth in this Contract of Sale, 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 of Sale, 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 of
Sale.

      


      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
      ARBORS LLC, as Seller

                


        

      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	
                        By:

                      	    
      
	 
      	
                        Mark
      H. Lundy

                      
	 
      	
                        Senior
      Vice President of the sole
member

                      


              

            

          

        

      

      


      
        
          
            	
                    Tax
      ID #__________________

                  	
                    OSM
      INVESTMENT COMPANY,

                  


          

        

      

      a
California corporation

      


      
        
          
            
              
                
                  
                    
                      	
                              By:

                            	  
      	 	 
      	 
	 
      	 	 	
                              Name:

                            	   
      
	 
      	 	 	
                              Title:

                            	   
      


                    

                  

                

              

            

          

        

      

      


      First
American 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

       

      
        
          
          

        

        
          18