EXHIBIT
10.5

    


    CONTRACT
OF SALE

    


    TRB
HIGHLAND RIDGE LLC

    


    - Seller
-

    


    THE
EMBASSY GROUP LLC

    


    -
Purchaser -

    


    as of
December 3, 2008

     

    Highland
Ridge Apartments

    Madison,
Tennessee

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Page:

                                                	 
      	 
      
	 
      	 
      	 
      
	
                                                  1.

                                                	
                                                  Purchase
      Price

                                                	
                                                  1

                                                
	 
      	 
      	 
      
	
                                                  2.

                                                	
                                                  Escrow

                                                	
                                                  2

                                                
	 
      	 
      	 
      
	
                                                  3.

                                                	
                                                  Premises
      Sold "As Is"

                                                	
                                                  3

                                                
	 
      	 
      	 
      
	
                                                  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
      Date

                                                	
                                                  11

                                                
	 
      	 
      	 
      
	
                                                  13.

                                                	
                                                  Closing
      Documents

                                                	
                                                  11

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      14.

                                                                    	
                                                                      Preclosing
      Obligations of Seller

                                                                    	
                                                                      12

                                                                    
	 
      	 
      	 
      
	
                                                                      15.

                                                                    	
                                                                      Condemnation

                                                                    	
                                                                      14

                                                                    
	 
      	 
      	 
      
	
                                                                      16.

                                                                    	
                                                                      Casualty

                                                                    	
                                                                      15

                                                                    
	 
      	 
      	 
      
	
                                                                      17.

                                                                    	
                                                                      Assignment

                                                                    	
                                                                      15

                                                                    
	 
      	 
      	 
      
	
                                                                      18.

                                                                    	
                                                                      Brokers

                                                                    	
                                                                      15

                                                                    
	 
      	 
      	 
      
	
                                                                      19.

                                                                    	
                                                                      Section
      1031 Tax Deferred Exchange

                                                                    	
                                                                      16

                                                                    
	 
      	 
      	 
      
	
                                                                      20.

                                                                    	
                                                                      OFAC
      Matters

                                                                    	
                                                                      16

                                                                    
	 
      	 
      	 
      
	
                                                                      21.

                                                                    	
                                                                      Miscellaneous

                                                                    	
                                                                      17

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    CONTRACT
OF SALE

    


    This
CONTRACT OF SALE (this "Contract") is made and entered into as of the 3rd day of
December, 2008 by and between TRB Highland Ridge LLC (“TRB Highland Ridge”),
each Tennessee limited liability companies having an office at 60 Cutter Mill
Road, Suite 303, Great Neck, New York  11021 (collectively referred to
as the "Seller"), and The Embassy Group LLC, a New York limited liability
company having an office at 3 College Road, Airmont, New York 10953
("Purchaser").

    


    W I T N E S S E T H :

    


    WHEREAS,
TRB Highland Ridge is the current owner of the property known as and by the
Highland Ridge Apartments, 721 Due West Avenue, Madison, Tennessee 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.   A.   Seller agrees to sell and Purchaser
agrees to acquire the Premises for the sum of $7,900,000.00 payable as
follows:

    


    $50,000.00
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

    


    $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

    


    $7,800,000.00,
at the Closing, by wire transfer to an account designated by
Seller.

    


    B.           Intentionally
omitted.

    


    C.           Notwithstanding
anything herein to the contrary it is the intention of the parties hereto that
the closing of title to the Premises shall occur simultaneously and be so
conditioned on the closing of the sale by TRB Cumberland LLC and TRB Archwood
LLC (“Other TRB Sellers”) to Purchaser (or its designee) of those certain
properties commonly referred to the Cumberland Meadows Apartments, 300 Kate
Street, Madison, Tennessee (the “Cumberland Premises”) and of Archwood
Apartments, 110 Archwood Place, Madison, Tennessee (the “Archwood Premises”)
pursuant to that certain contract of sale dated as of the date hereof between
the Other TRB Sellers and Purchaser (the “Cumberland and Archwood Contract of
Sale”).  It is understood that a default under the Cumberland and
Archwood Contract of Sale shall constitute a default under this Contract of
Sale. Subject to Section 12. B. (which Section shall control in the event of a
default by Seller or Purchaser), in the event that the closing of title to the
Premises or the Cumberland Premises or Archwood Premises does not close for any
reason, then the party hereto that was ready, willing and able to so close shall
not be obligated to close title to the remaining properties.

     

    
      
        
        

      

      
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    2.           Escrow.   Concurrently
with the execution of this Contract of Sale, 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 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
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 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 bad faith or its willful disregard of
this Contract of Sale.

     

    
      
        
        

      

      
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    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 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, or by,  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, EXCEPT AS
HEREIN SPECIFICALLY SET FORTH,  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, 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.

    


    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;

     

    
      
        
        

      

      
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    (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;

     (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 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, and shall not apply to,  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.  This section shall survive the Closing and
the recordation of the deed and will not be deemed merged into the deed upon its
recordation.

    


    
      
        
           


        

        
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    D.           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.

    


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

    


    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. There are no oral
or written leases or other occupancy agreement presently in effect except those
referred to on Exhibit B. 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 of Sale.

    


    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 any service
contracts affecting the Premises that are not terminable on thirty (30) days or
less notice.

    


    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.           Seller
warrants and represents that to its knowledge no material litigation or
proceeding is pending or has been threatened in writing with respect to the
Premises (other than personal injury or property damage claims (if any) being
handled by an insurer); no notice(s) of violation of law or municipal
ordinances, or of Federal, State, County or Municipal regulations, orders or
requirements relating to the Premises have been received by the Seller but
Seller recommends that during the Due Diligence Period Purchaser has its
advisors inspect the Premises for their compliance (or noncompliance) with
applicable regulations, orders or requirements.

     

    
      
        
        

      

      
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    H.           Seller
warrants and represents that to its knowledge Seller has received the zoning
letter and related information in respect of the Premises as shown on Exhibit D
attached hereto.

    


    I.           Seller
warrants and represents that to its knowledge there is no litigation, proceeding
(zoning or otherwise) or other governmental investigation pending, or to the
knowledge of the Seller, threatened against or relating to the Seller or the
Premises that could be expected to have a material adverse effect on the
transaction contemplated by this Agreement. Notwithstanding the foregoing,
Seller represents that it recently received a notice from the Department of
Health that interior renovations at the Premises were performed in a manner
allegedly in violation of applicable law in respect of asbestos
abatement.  Seller has since entered into a settlement with the
Department of Health (a copy of which is attached hereto as Exhibit E) which
requires Seller to have limited asbestos remediation performed at the Premises
(the “Asbestos Remediation”) and for Seller to pay a fine.

    


    J.           Seller
warrants and represents that to its knowledge there are no tax appeals,
exemptions or abatements affecting the Premises.

    


    K.           Seller
warrants and represents that it has not received written notice of any special
assessments pending against all or any part of the Premises.

    


    L.           The
warranties and representations contained in this Section 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 Madison Title
Agency LLC as authorized agent for 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 set forth in such title commitment 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 sixty (60) days in the aggregate to attempt to cure such
defect(s), but in no event beyond the expiration of Purchaser’s mortgage
commitment or rate lock.  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 (3) days following its receipt of a continuation report (but in
no event later than the Closing Date) to notify Seller of any new title defects
raised thereby which did not exist of record 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 provided that same would not materially and adversely interfere with
the current use and operation of the Premises,

    


    (4)           Minor
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; minor 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, for the sale of the Premises. If the legal
description attached hereto as Exhibit "A" differs from the legal description of
the Premises drawn from the Survey, Seller shall at Closing deliver, in addition
to the Deed, a quitclaim deed conveying the Property pursuant to the legal
description drawn from the Survey.

    


    D.           Notwithstanding
anything herein to the contrary,  Seller shall eliminate any liens or
encumbrances affecting the Premises which may be removed or satisfied by the
payment of a liquidated sum of money and which were voluntarily incurred by
Seller.

    


    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.  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.

     

    
      
        
        

      

      
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    7.           Inspections.   A.  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, to
review the zoning for the Premises and any such other matters as Purchaser shall
deem significant (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.

    


    B.
Purchaser shall have until January 6, 2009 (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 of Sale
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, 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).

    


    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 it is 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 articles of
organization, operating agreement and resolutions adopted by its members) 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.

    


    
      
        
           


        

        
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    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. All such items shall be transferred to Purchaser free and clear of
security interests and UCC Financing Statements.  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.   Seller shall pay for all of its
costs of closing including its own attorney fees.  Seller shall also
pay for one-half (1/2) of the cost of Purchaser’s standard title insurance
policy plus customary endorsements (except that Purchaser shall pay for a
mortgagee’s title insurance policy, if any) and one-half (1/2)
of   all transfer taxes, stamps and recording fees and costs (and
similar items) in respect of the recordation of the deed.  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.  Purchaser shall also pay for one-half
(1/2) of the cost of Purchaser’s standard title insurance policy plus customary
endorsements  and one-half (1/2) of all transfer taxes, stamps and
recording fees and costs (and similar items) in respect of the recordation of
the deed, and all transfer taxes, stamps and recording fees and costs (and
similar items) in respect of the recordation of Purchaser’s
mortgage.  The parties shall split 50/50 the escrow fees.

    


    B.           Real
property taxes, rents actually collected, wages, utilities, water/sewer charges
and other operating expenses shall be adjusted as of the day before the Closing
Date. From and after the Closing Date, all rent and additional charges shall be
first applied to current monthly rent and charges, and any balance shall be
applied first to the most recent arrearage. Purchaser shall not be responsible
to Seller for failure to collect but shall use good faith efforts to collect for
Seller any delinquent rents or additional charges under the
Leases.  Purchaser shall have no obligation to incur any expense or to
commence any legal action or proceeding against any tenant with respect to such
delinquencies. 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.

    


    
      
        
           


        

        
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    12.           Closing
Date.   A.   The parties agree that the closing
(the "Closing") shall occur on or before February 6, 2009 (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, as Seller’s
sole remedy, shall be entitled to the entire Downpayment and any interest earned
thereon.  Time is of the essence in this Contract of Sale.
Notwithstanding anything herein to the contrary, in the event that Purchaser, in
its sole discretion, desires to extend the Closing Date, Purchaser shall have a
one-time right to extend the Closing Date for a period of up to thirty (30) days
by (a) delivering written notice of such election to Seller no later than five
(5) business days prior to the then-scheduled Closing Date and (b) depositing by
wire transfer with Escrow Agent contemporaneously with such notice the sum of
One Hundred Thousand Dollars ($100,000.00) (the “Extension Downpayment”), which
Extension Downpayment shall become a part of the Downpayment, and shall be held
and disbursed in the same manner as the Downpayment.  It is understood
that in order for such extension to be effective, Purchaser must simultaneously
extend and pay the requisite Extension Downpayment under the Cumberland and
Archwood Contract of Sale.

    


    B.   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.

    


    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 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
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 lease and property files and keys in Seller's possession.

    


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

    


    
      
        
           


        

        
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    f.
Resolution of Seller evidencing the authority of the Seller to sell the
premises, to enter into this Agreement and to take all action deemed necessary
or desirable to carry out the terms of this Agreement;

    


    g. A rent
roll for the Premises, certified by Seller (or its managing agent) as true and
correct in all material respects as of Closing,

    


    h. Any
additional documents, including Seller’s affidavit of title, reasonably required
by the Title Company;

    


    i. 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 purchase price referred to hereinabove.

    


    b. The
assignment and assumption of the leases.

    


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

    


    Purchaser
shall not be obligated to close and fund the transaction contemplated hereunder
unless (i) the representations and warranties made by Seller under this Contract
shall be true and correct in all material respects on the date of this Contract
and shall be true and correct in all material respects on and as of the Closing
Date with the same force and effect as if such representations and warranties
had been made on and as of the Closing Date; and (ii) until Seller shall have
performed all covenants and agreements in all material respects and delivered
all documents required by this Contract to be performed or delivered by it on or
before the Closing Date.  Notwithstanding the preceding sentence, it
shall not be a breach of a condition or warranty excusing Purchaser from closing
if the rent roll shall change between the date hereof and the Closing Date (and
therefore Seller’s representation thereof will have changed) if such change in
the rent roll is due to customary operations (i.e. lease renewals, new leases,
lease expirations, etc.) of a multi-family apartment complex.

    


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

    


    a.
Excluding repairs due to casualty or condemnation which are covered elsewhere in
this Contract of Sale, 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.

    


    
      
        
           


        

        
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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.

    


    f.  Not
modify, cancel, extend or otherwise change in any manner any of the material
terms, covenants or conditions of the Leases, nor enter into any contracts for
services or otherwise that is not terminable on thirty (30) days’ notice, nor
shall any easements be created or any similar licenses given to the Premises,
nor enter into any new leases of space in the Premises without Purchaser’s prior
written consent; provided that Seller may (without Purchaser’s prior consent)
(i) enter into new residential leases for terms of no longer than 12 months, at
market rentals, and upon Seller’s past credit screening procedures, (ii) extend
existing residential leases for a term of no longer than 12 months at no less
than the existing rental and (iii) terminate a residential lease in the event of
a material default by a tenant.

    


    g. On the
Closing Date, all apartments at the Premises which were vacant as of ten (10)
days prior to the Closing Date will be in a “Rent Ready Condition”. “Rent Ready
Condition” shall mean that all vacant apartments have been thoroughly cleaned
and that all apartments contain the following:  (1)
refrigerator-freezer unit in working condition; (2) dishwasher (to the extent in
the majority of the other units) in working condition, stove in working
condition; (3) plumbing, heating, air conditioning and electrical outlets and
fixtures in working order for such units; (4) floors fully covered with a
combination of tile or linoleum and carpeting, all of which shall be in average
or better condition; and (5) blinds and/or drapes on all windows in average or
better condition.  If any such apartment is not in a “Rent Ready
Condition,” or if any appliance or other item listed above is missing or not in
working order as of the Closing Date, Seller agrees to reimburse Buyer for the
reasonable repair costs of the same, and if missing or not repairable, shall pay
for the cost of replacing same. Notwithstanding the above Seller shall not be
obligated to put in Rent Ready Condition at the Premises the thirty six (36)
units in need of more substantive repairs as listed on the attached Exhibit F.
Notwithstanding the above, this Section 14g is not intended to modify the
casualty provisions of Section 16 and Seller shall not be obligated to restore
apartments that are in disrepair due to casualty and said casualty shall be
handled pursuant to the provisions of Section 16.

    


    h. On or
before the Closing Date Seller shall have completed the Asbestos Remediation
(and otherwise complied with the terms and provisions of the settlement with the
Department of Health referenced in Section 4. I. hereinabove, including, without
limitation, the payment of all fines and other amounts due thereunder), drainage
work (gutter drain/ground water diversion F building), cement work
(brick/foundation J building), and eave support brackets.

     

    
      
        
        

      

      
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    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 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, 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 of Sale 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 each property
comprising the Premises, or if same shall result in material interference of
access, ingress or egress to any of the properties comprising the
Premises.  If this Contract of Sale 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).   Seller shall not settle or compromise
such claim without the prior written consent of Purchaser which consent shall
not be unreasonably withheld or delayed. 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
prior to the Closing Date, 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
both Seller and Purchaser shall have the option of declaring this Contract of
Sale 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 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; 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, except for a
credit to the Purchase Price for the amount of any deductible under Seller’s
policies, 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, and in no event beyond the expiration of Purchaser’s mortgage
commitment or rate lock.  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 of Sale 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 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 and paying in full the Purchase Price,
without any abatement thereof,  except for a credit to the Purchase
Price for the amount of any deductible under Seller’s policies, 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. Seller shall not settle or compromise any insurance claim without the
prior written consent of Purchaser which consent shall not be unreasonably
withheld or delayed. 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 reasonably acceptable to Purchaser,
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 of Sale.  Notwithstanding the foregoing, Purchaser
shall be permitted to assign this Contract to a single-purpose entity which is
beneficially owned by The Embassy Group LLC or in which David Willner is,
directly or indirectly, the managing member thereof.  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 The Kirkland Company
and CB Richard Ellis (collectively, “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
of Sale.

     

    
      
        
        

      

      
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    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 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 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”);

    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.           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.           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).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    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 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
David Willner with a copy to Morris Silberberg, Esq., Silberberg & Klein
LLP, 4553 Route 9 North, Howell, New Jersey 07731, or at such other addresses as
it may designate by notice hereunder.  The address for Escrow Agent is
Stewart Title Insurance Company, Stewart National Title Services, New York Metro
Office, 300 Main Street, Suite 801, Stamford, CT 06901, attention: Debbie S.
Franco, Assistant Vice President - National Closing Specialist.

    


    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.

    


    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 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 of Sale shall be unaffected thereby and shall remain in full force and
effect.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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 or punitive 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
      HIGHLAND RIDGE LLC, as Seller

              


      

    

    


    
      
        
          	
                  By:

                	         
        
	 
      	
                  Mark
      H. Lundy

                
	 
      	
                  Senior
      Vice President of the sole
member

                


        

      

    

    


    
      
        
          	
                  Tax
      ID #_____________

                	
                  THE
      EMBASSY GROUP LLC

                


        

      

    

    


    
      
        
          
            
              	
                      By:

                    	       
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      Name:

                    	       
      
	 
      	 
      	 
      	
                      Title:

                    	     
        


            

          

        

      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Stewart
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

    


    Copy of
Zoning Information

    


    EXHIBIT
E

    


    Copy of
Settlement Agreement with Department of Health

    


    EXHIBIT
F

    


    Schedule
of 36 Units Not to be Rent Ready

    


    
      
        
           


        

        
          19