EXHIBIT 10-G
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                      PURCHASE AGREEMENT
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 (Scotland Yard Apartments - Phases I and II; Houston, Texas)


     THIS AGREEMENT is made and entered into as of the __________ day of
July, 1996, by and between CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XI, an
Illinois limited partnership (hereinafter called "SELLER"), and FSC REALTY,
LLC, a California limited liability company (hereinafter called "BUYER").


                        R E C I T A L S
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     A.   Seller is the owner of that certain real property located at
2250 and 2550 Holly Hill, in the City of Houston, County of Harris, State
of Texas, consisting primarily of an apartment complex (the "APARTMENT
COMPLEX") sometimes known as "Scotland Yard Apartments".

     B.   Buyer desires to purchase such Apartment Complex on the terms
and conditions hereinafter documented.

     NOW, THEREFORE, in consideration of the mutual undertakings of the
parties hereto, it is hereby agreed as follows:

     1.   PURCHASE AND SALE; CERTAIN DEFINITIONS.

     A.   PURCHASE AND SALE.  Seller shall sell to Buyer, and Buyer shall
purchase from Seller, the "Property" (as hereinafter defined).

     B.   CERTAIN DEFINITIONS.

          (1)  "AFFILIATE" means a Person who, directly, or indirectly
through one or more intermediaries, owns or controls, is owned or
controlled by or is under common control or ownership with the Person in
question.  For purposes of this definition "own" or "ownership" means
ownership by one Person of ten percent (10%) or more of the voting stock of
the controlled Person, in the case of a corporation, or, in the case of
Persons other than corporations, entitlement of the controlling Person,
directly or indirectly, to receive ten percent (10%) or more dividends,
profits or similar economic benefit from the controlled Person; and
"control" means the possession, directly or indirectly, of the power to
direct or cause direction of the management and policies of the controlled
Person.

          (2)  "BUSINESS DAY" means a day that is not a Saturday, a
Sunday, a legal holiday or a day on which banks are required or permitted
by law or other governmental action to close in Dallas, Texas.

          (3)  "BOOKS AND RECORDS" shall mean all books and records
maintained by or for the benefit of Seller solely in connection with the
operation of the Project, together with all building plans, specifications
and drawings, third party engineering, soils and geological reports, and
third party environmental reports and other third party documents prepared
in connection with the construction of the Project which are within the
possession or control of Seller.

          (4)  "IMPROVEMENTS" means all buildings, structures, and other
improvements owned by Seller, including such fixtures as shall constitute
real property, located on the Land including, but not limited to, the
office buildings, parking lots and all other amenities owned by Seller,
together with Seller's interest in all machinery, fixtures and equipment
used solely in the operation of such buildings and improvements, and/or
affixed to or located upon the Land, along with all accessions and
additions thereto.

          (5)  "LAND" means the tracts or parcels of real property more
particularly described on EXHIBIT "A" attached hereto and made a part
hereof for all purposes, together with all and singular all right, title
and interest of Seller, reversionary or otherwise, in and to all easements
in or upon the Land and all other rights and appurtenances belonging or in
anywise pertaining thereto, if any, including any right, title, and
interest of Seller in and to any land lying in the bed of any street, road
or access way, right-of-way, alley, opened or proposed, in front of, at a
side of or adjoining the Land to the centerline thereof.

          (6)  "MISCELLANEOUS ASSETS" shall mean all contract rights,
leases, concessions, assignable warranties, and other items of intangible
personal property owned by Seller and solely relating to the ownership or
operation of the Project, including, but not limited to all right, title
and interest of Seller in and to (i) the "Service Contracts" (as
hereinafter defined), (ii) the Permits, (iii) assignable utility and
similar deposits, (iv) prepaid license and permit fees, (v) the Warranties
and (vi) the Books and Records.

          (7)  "PERMITS" means all of Seller's right, title, and
interest in all licenses and permits solely used or solely relating to the
ownership or operation of the Project in accordance with its current use.

          (8)  "PERSON" means an individual, partnership, joint venture,
corporation, limited liability company, joint stock company, trust
(including a business trust), unincorporated association or other entity,
or a government or any political subdivision or agency thereof.

          (9)  "PERSONAL PROPERTY" means those items of tangible
personal property, fixtures, furnishings, equipment, machinery, apparatus,
and other articles of depreciable personal property now owned or leased by
Seller and located on the Land and the Improvements which are listed on
Exhibit "B" hereto and made a part hereof.

          (10) "PROPERTY" means the Land, the Personal Property, the
Miscellaneous Assets and the Improvements.

          (11) "WARRANTIES" means all third party warranties and
guaranties relating to the Project, or any part thereof, or to the Personal
Property or Improvements, or construction thereof.

     2.   PURCHASE PRICE.  The purchase price (the "PURCHASE PRICE") for
the Property shall be the sum of $23,200,000.

     3.   PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be paid to
Seller by Buyer as follows:

     A.   ESCROW DEPOSITS.  Within one (1) business day after the date on
which Escrow Holder shall have received originals of this Agreement
executed by both Seller and Buyer, Buyer shall deliver, an amount equal to
$100,000 (the INITIAL ESCROW DEPOSIT") to Near North National Title
Corporation, at its offices at 222 North LaSalle, Chicago, Illinois 60601,
Attention:  Mr. Chuck Vachout (which company, in its capacity as escrow
holder hereunder, is called "ESCROW HOLDER").  In addition, if Buyer shall
deliver the "Approval Notice" (as hereinafter defined), then concurrently
therewith, Buyer shall deliver an additional deposit in the amount of
$132,000 (the ADDITIONAL ESCROW DEPOSIT") to Escrow Holder.  Each deposit
to be made hereunder shall be made by Buyer delivering the appropriate
amounts thereof to Escrow Holder by wire transfer of immediately available
federal funds or by check evidencing good funds.  As used herein, the term
"ESCROW DEPOSIT" means the Initial Escrow Deposit and the Additional Escrow
Deposit, from and after the date the same is deposited with Escrow Holder,
together with all interest earned on the foregoing deposits.  The Escrow
Deposit shall be held by Escrow Holder as a deposit against the Purchase
Price in accordance with the terms and provisions of this Agreement.  At
all times in which the Escrow Deposit is being held by the Escrow Holder,
the Escrow Deposit shall be invested by Escrow Holder in the following
investments ("APPROVED INVESTMENTS"):  (i) United States Treasury
obligations, (ii) United States Treasury-backed repurchase agreements
issued by a major national money center banking institution reasonably
acceptable to Seller, or (iii) such other manner as may be reasonably
agreed to by Seller and Buyer.  The Escrow Deposit shall be disposed of by
Escrow Holder only as provided in this Agreement.

     B.   CLOSING PAYMENT.  The Purchase Price, as adjusted by the
application of the Escrow Deposit and by the prorations and credits
specified herein, shall be paid in cash on the "Closing Date" (as
hereinafter defined) by Federal Reserve wire transfer of immediately
available funds to the account of Escrow Holder for disbursements to
Seller, at its direction (the amount to be paid under this subparagraph B
being herein called the "CLOSING PAYMENT").

     4.   CONDITIONS PRECEDENT

     A.   TITLE MATTERS.

          (1)  TITLE REPORT.  Seller has delivered to Buyer a copies of
Title Commitment Numbers 513659 and 513660, effective as of December 1,
1995, and issued on December 8, 1995 (collectively, the "PRELIMINARY TITLE
REPORT") covering the Property from First American Title Insurance Company
(which company, in its capacity as title insurer hereunder, is herein
called the "TITLE COMPANY").  In addition, Seller has delivered a survey of
the Property last revised February 12, 1996, prepared by Weiser Engineering
Company ("SURVEY").  Seller is the process of having the Preliminary Title
Report updated and reissued in Buyer's name and the Survey recertified to
Buyer (and, upon receipt, Seller will promptly forward the same to Buyer).
If Buyer shall fail to deliver written notice ("TITLE OBJECTION NOTICE")
specifying any title or survey matters disapproved by Seller on or before
the end of the later to occur of (i) the Due Diligence Period and (ii) the
date which is three (3) days after the date on which Buyer shall be in
receipt of the updated Preliminary Title Report and updated Survey, Buyer
shall be deemed to have approved the exceptions to title shown on the
Preliminary Title Report and the matters disclosed on the Survey.  If Buyer
shall timely deliver a Title Objection Notice hereunder, Seller shall have
three (3) business days after receipt thereof to notify Buyer as to each
disapproved matter set forth in such notice either that (i) Seller elects
not to cause such disapproved matter to be removed as of the Closing Date
(or otherwise take any action with respect thereto), or (ii) Seller intends
to use commercially reasonable efforts to either (a) cause such disapproved
matter to be removed on the Closing Date, or (b) obtain a title endorsement
(if available) insuring over such disapproved matter; provided, however,
except as hereinafter set forth, Seller shall have no liability if for any
reason such exceptions are not removed or insured over as of the Closing
Date.  Failure to deliver any written notification by Seller of its
election within such period shall be deemed to be an election not to cause
any such disapproved matters to be removed.  If Seller elects not to cause
any or all such disapproved matters to be removed or insured over as
aforesaid, Buyer shall have until the expiration of the "Due Diligence
Period" (as hereinafter defined) to notify Seller in writing either that
(x) Buyer revokes its disapproval and will proceed with the purchase of the
Property without any reduction in the Purchase Price and will take subject
to such matters, or (y) Buyer terminates this Agreement.  Failure to
deliver any written notification by Buyer of its election within such
period shall be deemed to be an election to terminate this Agreement.
Notwithstanding anything to the contrary contained in this Agreement,
Seller shall be obligated to remove (or cause the Title Company to
affirmatively insure over):  (i) any mortgages or deeds of trust covering
the Property which secure any financing obtained by Seller, (ii) any
mechanic's or materialmen's liens against the Property as a result of work
done by or on behalf of Seller, and (iii) tax or judgment liens against
Seller.  Approval by Buyer of any additional exceptions to title or survey
matter disclosed after the end of the Due Diligence Period (other than
those which Seller is obligated to cure or insure over as herein provided)
shall be a condition precedent to Buyer's obligation to purchase the
Property.  Unless Buyer gives written notice that it approves any such
additional exceptions (other than those which Seller is obligated to cure
or insure over as herein provided) to title or survey matters, stating the
exceptions so approved, on or before the sooner to occur of ten (10)
business days after receipt of written notice thereof or the Closing Date,
Buyer shall be deemed to have disapproved said exceptions.  If, for any
reason, on or before the Closing Date Seller does not cause such additional
exceptions (other than those which Seller is obligated to cure or insure
over as herein provided) to title or survey matters which Buyer timely
disapproves (including those matters which Seller has elected to use
commercially reasonable efforts to remove or insure over as set forth
herein) to be removed at no cost or expense to Buyer (Seller having the
right but not the obligation to do so), the obligation of Seller to sell,
and Buyer to buy, the Property as herein provided shall terminate (and
Seller and Buyer shall have no further obligations in connection herewith).

Buyer shall have the option to waive the condition precedent set forth in
this paragraph 4A(1) by notice to Seller.  In the event of such waiver,
such condition shall be deemed satisfied.

     (2)  EXCEPTIONS TO TITLE.  Buyer shall be obligated to accept title
to the Property, subject to the following exceptions to title:

     (a)  Real estate taxes and assessments for the current and
subsequent years "not yet due and payable and subsequent assessments for
prior years based on changes in usage or ownership";

     (b)  The printed exceptions which appear in the standard form
owner's policy of title insurance issued by Title Company with the standard
exception as to restrictive covenants endorsed "none of record" except as
shown thereon and approved by Buyer as a standard exception as to
unrecorded easements, visible and apparent easements, public or private
roads, or other matters which would be disclosed by an inspection of the
Project deleted, with the standard exception as to mechanics',
materialmen's, or similar liens or other matters relating to the completion
of construction and payment of bills with respect thereto deleted, and with
the standard exception as to areas, boundaries, discrepancies,
encroachments, and other matters which would be disclosed by a survey of
the Project modified to read "shortages in area"; and

     (c)  Such exceptions to title as may be approved by Buyer pursuant
to the provisions of subparagraph A(1) above.
Conclusive evidence of the availability of such title shall be the
willingness of Title Company to issue to Buyer on the Closing Date a
standard Texas form owner's title insurance policy ("OWNER'S POLICY"), in
the face amount of the Purchase Price, which policy shall show (i) title to
the Property to be vested of record in Buyer, and (ii) the above exceptions
to be the only exceptions to title.

     B.   DUE DILIGENCE REVIEWS.  Buyer shall have until 5:00 p.m.
(Central time) on July 23, 1996 (the "DUE DILIGENCE PERIOD") within which
to perform and complete all of Buyer's due diligence examinations, reviews
and inspections of all matters pertaining to the purchase of the Property,
including all leases, service contracts, survey and title matters, and all
physical, environmental and compliance matters and conditions respecting
the Property.  During the Due Diligence Period, Seller shall provide Buyer
with reasonable access to the Property upon reasonable advance notice.
Seller has delivered or made available (or shall hereafter deliver or make
available) to Buyer, to the extent in Seller's possession or control, such
leases, service contracts and other contracts, permits, licenses and
certificates of occupancy, third party environmental reports, plans and
specifications, warranties and guaranties, and such other documents as
Buyer shall reasonably request and as Seller shall reasonably agree to
deliver, all upon reasonable advance notice.  Buyer shall promptly
commence, and shall diligently and in good faith pursue, its due diligence
review hereunder.  Buyer shall at all times conduct its due diligence
review, inspections and examinations in a manner so as to not cause damage,
loss, cost or expense to Seller or the Property and so as to not materially
interfere with or disturb any tenant at the Property, and Buyer will
indemnify, defend, and hold Seller and the Property harmless from and
against any such damage, loss, cost or expense (the foregoing obligation
surviving any termination of this Agreement).  Without limitation on the
foregoing, in no event shall Buyer contact any tenant of the Property
without Seller's express written consent.  Any contact by Buyer with any
governmental authority having jurisdiction over the Property shall be
subject to prior notice to Seller by Buyer and such reasonable restrictions
respecting the same as may be requested by Seller.  Seller shall have the
right, at its option, to cause a representative of Seller to be present at
all inspections, reviews and examinations conducted hereunder.  If the
transactions hereunder shall fail to close, Buyer shall promptly deliver to
Seller copies of any written reports relating to the Property prepared for
or on behalf of Buyer by any third party and shall return all documents and
other materials furnished by Seller hereunder.  Buyer shall keep all
information or data received or discovered in connection with any of the
inspections, reviews or examinations strictly confidential in accordance
with the terms of a separate confidentiality agreement dated June 6, 1996.

 If, on or before the expiration of the Due Diligence Period, based upon
such review, examination or inspection, Buyer shall determine that it
intends to proceed with the acquisition of the Property, then Buyer shall
promptly notify Seller and Escrow Holder of such determination in writing
(such notice being herein called the "APPROVAL NOTICE"), and concurrently
therewith deliver the Additional Escrow Deposit to Escrow Holder as
provided in paragraph 3A of this Agreement, and thereafter, Buyer shall
have no further right to terminate this Agreement pursuant to this
paragraph 4B.  If, however, on or before the expiration of the Due
Diligence Period, based upon such review, examination or inspection, Buyer
shall determine in its sole and absolute discretion that it no longer
intends to acquire the Property, then Buyer shall promptly notify Seller of
such determination in writing (such notice being herein called the
"TERMINATION NOTICE"), whereupon the Escrow Deposit shall be returned to
Buyer and this Agreement, and the obligations of the parties hereunder,
shall terminate.  In the event that Buyer shall fail to have delivered the
Approval Notice to Seller (and deposit the Additional Escrow Deposit with
Escrow Holder) on or before the expiration of the Due Diligence Period,
Buyer shall be deemed to have elected not to proceed with the acquisition
of the Property whereupon the Escrow Deposit shall be returned to Buyer and
this Agreement, and the obligations of the parties hereunder, shall
terminate.

     C.   PERFORMANCE BY SELLER; NO MATERIAL ADVERSE CHANGE.  The
performance and observance, in all material respects, by Seller of all
covenants and agreements of this Agreement to be performed or observed by
Seller prior to or on the Closing Date shall be a condition precedent to
Buyer's obligation to purchase the Property.  In addition, in the event
that the "Seller Closing Certificate" (as hereinafter defined) shall
disclose any changes in any material adverse respect in the representations
and warranties of Seller contained in paragraph 7A below which are not
otherwise permitted or contemplated by the terms of this Agreement, then
Buyer shall have the right to terminate this Agreement.

     D.   PERFORMANCE BY BUYER; NO MATERIAL ADVERSE CHANGE.  The
performance and observance, in all material respects, by Buyer of all
covenants and agreements of this Agreement to be performed or observed by
it prior to or on the Closing Date shall be a condition precedent to
Seller's obligation to sell the Property.  In addition, in the event that
the "Buyer Closing Certificate" (as hereinafter defined) shall disclose any
changes in any material adverse respect in the representations and
warranties of Buyer contained in paragraph 7B below which are not permitted
or contemplated by the terms of this Agreement, then Seller shall have the
right to terminate this Agreement.  Seller shall have the option to waive
the condition precedent set forth in this paragraph 4D by written notice to
Buyer.  In the event of such waiver, such condition shall be deemed
satisfied.

     E.   EXISTING LOAN.  The Property is currently encumbered by deeds
of trust dated December 22, 1990 in the original amounts of $9,515,000 an
$9,300,000 respectively securing certain loans (the "EXISTING LOANS") to
Seller made by Teachers Insurance and Annuity Association of America
("EXISTING LENDER").  Upon receipt of the Approval Notice (and the deposit
of the Additional Escrow Deposit as herein provided), Seller will seek to
obtain the consent of Existing Lender to a payoff of the Existing Loans for
an amount which is acceptable to Seller in its sole and absolute
discretion.  It shall be a condition to Seller's obligations hereunder
that, on or before August 6, 1996 (the EXISTING LENDER APPROVAL PERIOD"),
Existing Lender agree to a payoff amount for the Existing Loans which is
acceptable to Seller as aforesaid (it being understood and agreed that the
obligations of Buyer hereunder are conditioned upon the Property being free
and clear of the Existing Loans as of the Closing Date).  Seller shall
promptly commence negotiations with Existing Lender regarding such Existing
Loan payoff.  If Seller is able to obtain an acceptable payoff arrangement
with Existing Lender within the Existing Lender Approval Period, Seller
shall give prompt written notice ("EXISTING LENDER APPROVAL NOTICE") to
Buyer.  If for any reason Seller is unable to obtain the agreement of
Existing Lender to a payoff of the Existing Loans in amounts acceptable to
Seller in its sole discretion, then this Agreement, and the obligations of
the parties hereunder, shall terminate, and the Earnest Deposit immediately
returned to Buyer by Escrow Holder.

     F.   NEW FINANCING. It shall be a condition precedent to Buyer's
obligation to purchase the Property hereunder that Buyer shall have
received, within the period (the COMMITMENT PERIOD") commencing on the date
Buyer receives the Existing Lender Approval Notice and ending on the date
which is thirty (30) days thereafter, a written commitment (the "LOAN
COMMITMENT") for a loan (the "NEW LOAN") from a financial institution
reasonably satisfactory to Buyer, in an amount of $17,400,000 and otherwise
on terms reasonably acceptable to Buyer.  Buyer shall promptly commence and
diligently pursue its obtaining of the Loan Commitment, and shall keep
Seller reasonably informed of Buyer's progress in connection therewith.
Upon Buyer's receipt, acceptance and approval of the Loan Commitment, Buyer
shall immediately notify Seller and Escrow Holder in writing (the "NEW LOAN
APPROVAL NOTICE") of such receipt (and shall include with such notice a
copy of the Loan Commitment), whereupon the condition precedent to Buyer's
obligation to purchase the Property under this paragraph 4F shall be deemed
satisfied.  Prior to the expiration of the Commitment Period, Buyer shall
notify Seller and Escrow Holder in writing if Buyer is unable to obtain the
Loan Commitment.  If Buyer fails to deliver to Seller the New Loan Approval
Notice prior to the expiration of the Commitment Period, this Agreement,
and the obligations of the parties hereunder, shall terminate and the
Escrow Deposit shall be returned to Buyer.  Buyer shall pay all costs and
expenses of obtaining the New Loan, including, but not limited to, any
application fees, appraisal fees, physical inspection fees or costs, and
title insurance premiums or costs.

     5.   CLOSING PROCEDURE.  The sale and purchase herein provided shall
be consummated on the Closing Date through mutually agreeable escrow
arrangements as hereinafter contemplated.  As used herein, "CLOSING DATE"
means the date which is twenty (20) days after Buyer's delivery of the New
Loan Approval Notice, or such earlier date as may be agreed upon by Buyer
and Seller.

     A.   ESCROW.  On or before the Closing Date, the parties shall
deliver to Title Company the following:  (1) by Seller, a duly executed and
acknowledged original special warranty deed ("DEED") in the form of Exhibit
"C" attached hereto and made a part hereof, and (2) by Buyer, the Closing
Payment in immediately available federal funds.  In addition, Seller shall
deposit the "Seller Deliveries" and Buyer shall deposit the "Buyer
Deliveries" (as such terms are hereinafter defined) with the Title Company.

 Such deliveries shall be made pursuant to escrow instructions ("ESCROW
INSTRUCTIONS") to be executed among Buyer, Seller and Title Company in form
reasonably acceptable to such parties in order to effectuate the intent
hereof.  The conditions to the closing of such escrow shall include the
Title Company's receipt of the Deed, the Seller Deliveries, the Buyer
Deliveries, the Closing Payment and a notice from each of Buyer and Seller
authorizing Title Company to close the transactions as contemplated herein
(each of Buyer and Seller being obligated to deliver such authorization
notice at the Closing Conference as soon as it is reasonably satisfied that
the other party is in a position to deliver the items to be delivered by
such other party under subparagraph B below).

     B.   DELIVERY TO PARTIES.  Upon the satisfaction of the conditions
set forth in the Escrow Instructions, then (x) the Deed shall be delivered
to Buyer by Title Company's depositing the same for recordation, (y) the
Closing Payment (and the Deposit) shall be delivered by Title Company to
Seller and (z) the following items shall be delivered through escrow:

     (1)  SELLER DELIVERIES.  Seller shall execute and deliver to Buyer
the following ("SELLER DELIVERIES"):

     (a)  an assignment and assumption of tenant leases ("LEASE
ASSIGNMENT AND ASSUMPTION") in the form of Exhibit "D" attached hereto and
made a part hereof;

     (b)  an assignment and assumption of service contracts and operating
agreements ("CONTRACT ASSIGNMENT AND ASSUMPTION") in the form of
Exhibit "E", attached hereto;

     (c)  a bill of sale and assignment ("BILL OF SALE") conveying the
Personal Property and Miscellaneous Assets in the form of Exhibit "F"
attached hereto and made a part hereof;

     (d)  a certificate of Seller ("SELLER CLOSING CERTIFICATE") updating
the representations and warranties contained in paragraph 7A hereof to the
Closing Date (and including an updated certified rent roll) and noting any
changes thereto;

     (e)  notices ("TENANT NOTICES") to the tenants under the tenant
leases in form reasonably satisfactory to Seller and Buyer that Buyer is
the new owner of the Property and has been assigned the refundable security
deposits;

     (f)  a certificate regarding the "non-foreign" status of Seller;

     (g)  evidence reasonably satisfactory to Buyer and Title Company
respecting the due organization of Seller and the due authorization and
execution of this Agreement and the documents required to be delivered
hereunder;

     (h)  such additional documents as may be reasonably required by
Buyer and Title Company in order to consummate the transactions hereunder
(provided the same do not materially increase the costs to, or liability or
obligations of, Seller in a manner not otherwise provided for herein); and

     (i)  any building permits, certificates of occupancy, keys and plans
and specifications respecting the Property (to the extent the same are in
Seller's possession).

     (2)  Buyer Deliveries.  Buyer shall execute and deliver to Seller
the following ("BUYER DELIVERIES"):

     (a)  counterparts of the Lease Assignment and Assumption;

     (b)  counterparts of the Contract Assignment and Assumption;

     (c)  a notice to Deposit Agent to release the Deposit to Seller as
partial payment of the Purchase Price;

     (d)  a certificate of Buyer ("BUYER CLOSING CERTIFICATE") updating
the representations and warranties contained in paragraph 7B hereof to the
Closing Date and noting any changes thereto;

     (e)  the Tenant Notices;

     (f)  evidence reasonably satisfactory to Seller and Title Company
respecting the due organization of Buyer and the due authorization and
execution of this Agreement and the documents required to be delivered
hereunder; and

     (g)  such additional documents as may be reasonably required by
Seller and Title Company in or to consummate the transactions hereunder
(provided the same do not materially increase the costs to, or liability or
obligations of, Buyer in a manner not otherwise provided for herein).

     C.   CLOSING COSTS.  Seller shall pay (i) the title insurance
premium for the Owner's Policy at a rate not in excess of standard issue
rates and only to the extent attributable to standard Texas owner's
coverage (Buyer being obligated to pay any costs associated with any
extended or special coverage or endorsements), and (ii) the costs to obtain
the Survey.  Buyer shall pay the recording fees attributable to the Deed
and all fees, costs or expenses in connection with Buyer's due diligence
reviews hereunder.  Seller and Buyer shall each pay one-half of the escrow
fees of Escrow Holder.  Seller and Buyer shall pay their respective shares
of prorations as hereinafter provided.

     D.   PRORATIONS.

     (1) ITEMS TO BE PRORATED.  The following shall be prorated between
Seller and Buyer as of the Closing Date:

     (a)  All real estate taxes and assessments on the Property for the
current year.  In no event shall Seller be charged with or be responsible
for any increase in the taxes on the Property resulting from any
improvements made after the Closing Date.  In the event that any
assessments with respect to the Property are payable in installments, than
the installment for the current period shall be prorated (with Buyer
assuming the obligation to pay any installments due after the Closing
Date).

     (b)  All fixed and additional rentals under the leases, refundable
security deposits and other tenant charges.  Seller shall deliver or
provide a credit in an amount equal to all prepaid rentals for periods
after the Closing Date and all refundable security deposits (to the extent
the foregoing have been deposited with Seller and have not been applied or
forfeited prior to the Closing Date) to Buyer on the Closing Date.  Rents
which are delinquent as of the Closing Date shall not be prorated on the
Closing Date.  Buyer shall include such delinquencies in its normal billing
and shall use reasonable efforts to collect same after the Closing Date
(but Buyer shall not be required to litigate or declare a default in any
lease).  To the extent Buyer receives rents on or after the Closing Date,
such payments shall be applied first toward then current rent owed to Buyer
in connection with the applicable lease for which such payments are
received, and any excess monies received shall be applied toward the
payment of any delinquent rents, with Seller's share thereof being promptly
delivered to Seller.  Buyer may not waive any delinquent rents nor modify a
lease so as to reduce or otherwise affect amounts owed thereunder for any
period in which Seller is entitled to receive a share of charges or amounts
without first obtaining Seller's written consent.  Buyer shall reasonably
cooperate with Seller in any collection efforts hereunder (but shall not be
require to litigate or declare a default in any lease).  Seller hereby
reserves the right to pursue any remedy against any tenant owing delinquent
rents and any other amounts to Seller; provided, however, Seller agrees not
to pursue, without Buyer's prior written approval, any such remedy with
respect to any tenant while such tenant remains in occupancy.  With respect
to delinquent rents and any other amounts or other rights of any kind
respecting tenants who are no longer tenants of the Property as of the
Closing Date, Seller shall retain all rights relating thereto.

     (c)  All operating expenses.

     (2)  CALCULATION.  The prorations and payments shall be made on the
basis of a written statement submitted to Buyer and Seller by Escrow Holder
prior to the Close of Escrow and approved by Buyer and Seller.  In the
event any prorations or apportionments made under this subparagraph D shall
prove to be incorrect for any reason, then any party shall be entitled to
an adjustment to correct the same.  Any item which cannot be finally
prorated because of the unavailability of information shall be tentatively
prorated on the basis of the best data then available and reprorated when
the information is available.

     6.   CONDEMNATION OR DESTRUCTION OF PROPERTY.  In the event that,
after the date hereof but prior to the Closing Date, either any portion of
the Property is taken pursuant to eminent domain proceedings or any of the
improvements on the Property are damaged or destroyed by any casualty,
Seller shall have no obligation to repair or replace any such damage or
destruction.  Seller shall, upon consummation of the transaction herein
provided, assign to Buyer all claims of Seller respecting any condemnation
or casualty insurance coverage, as applicable, and all condemnation
proceeds or proceeds from any such casualty insurance received by Seller on
account of any casualty (the damage from which shall not have been repaired
by Seller prior to the Closing Date), as applicable.  In connection with
any assignment of insurance proceeds, Seller shall also pay any applicable
deductible under Seller's insurance (provided, however, Seller shall not be
obligated to pay more than $100,000 in connection therewith).  In the event
the condemnation award or the cost of repair of damage to the Property on
account of a casualty, as applicable, shall exceed $100,000 (or if such
casualty is uninsured and Seller does not elect to credit Buyer with the
reasonable cost to repair the same, Seller having the right but not the
obligation to elect to provide such credit), Buyer may, at its option,
terminate this Agreement by notice to Seller, given on or before the
Closing Date.

     7.   REPRESENTATIONS, WARRANTIES AND COVENANTS.

     A.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

     (1)  GENERAL DISCLAIMER.  Except as specifically set forth in
paragraph 7A(3) below or in the Deed, the sale of the Property hereunder is
and will be made on an "as is" basis, without representations and
warranties of any kind or nature, express, implied or otherwise, including,
but not limited to, any representation or warranty concerning title to the
Property, the physical condition of the Property (including, but not
limited to, the condition of the soil or the Improvements), the
environmental condition of the Property (including, but not limited to, the
presence or absence of hazardous substances on or respecting the Property),
the compliance of the Property with applicable laws and regulations
(including, but not limited to, zoning and building codes or the status of
development or use rights respecting the Property), the financial condition
of the Property or any other representation or warranty respecting an
income, expenses, charges, liens or encumbrances, rights or claims on,
affecting or pertaining to the Property or any part thereof.  Buyer
acknowledges that, during the Due Diligence Period, Buyer will examine,
review and inspect all matters which in Buyer's judgment bear upon the
Property and its value and suitability for Buyer's purposes.  Except as to
matters specifically set forth in paragraph 7A(3) below or in the Deed,
Buyer will acquire the Property solely on the basis of its own physical and
financial examinations, reviews and inspections and the title insurance
protection afforded by the Owner's Policy.

     (2)  DTPA WAIVER.  Buyer hereby acknowledges that, to the extent
applicable, Buyer has waived and relinquished all provisions of the Texas
Deceptive Trade Practices-Consumer Protection Act (Chapter 17, Subchapter
E, of the Texas Business and Commerce Code) in connection with the sales
transaction contemplated by this Agreement.  Buyer represents and warrants
to the Seller that:  (a) Buyer is not in a significantly disparate
bargaining position; (b) Buyer is represented by legal counsel in
connection with the sale contemplated by this Agreement; and (c) Buyer is
knowledgeable and experienced in the purchase, operation, ownership,
refurbishing and sale of apartment properties, and is fully able to
evaluate the merits and risks of this transaction.

     (3)  LIMITED REPRESENTATIONS AND WARRANTIES OF SELLER.  Subject to
the provisions of paragraph 7A(1) above, Seller hereby represents and
warrants that, except as set forth in Exhibit "G" attached hereto and made
a part hereof, Seller has no present actual knowledge that any of the
following statements is untrue (and, for this purpose, Seller's knowledge
shall mean the knowledge of Julie Walner).

     (a)  RENT ROLL.  Attached as Exhibit "H" and made a part hereof is a
true, complete and accurate list, as of the date thereof, of all tenant
leases respecting the Property, and Seller has not received any written
notice of a material default under any of such tenant leases that remains
uncured.

     (b)  LITIGATION; BANKRUPTCY.  There is no pending action,
litigation, condemnation or other proceeding against the Property or
against Seller with respect to the Property nor are there any pending
bankruptcy or insolvency proceedings against Seller.

     (c)  COMPLIANCE.  Seller has received no written notice from any
governmental authority having jurisdiction over the Property to the effect
that the Property is not in compliance with applicable laws and ordinances.

     (d)  SERVICE AGREEMENTS.  Other than those which are cancelable on
30 days' notice, Seller has not entered into any service agreements or
contracts ("SERVICE AGREEMENTS") or other agreements (other than as set
forth in this Agreement) relating to the Property which will be in force on
the Closing Date, except as described in Exhibit "I" attached hereto, and
Seller has not received any written notice of any material default
thereunder that remains uncured.

     (e)  ENVIRONMENTAL MATTERS.  Seller has received no written notice
of the existence, deposit, storage, removal, burial or discharge of any
"Hazardous Material" at, upon, under or within the Property, in an amount
which would, as of the date hereof, give rise to an "Environmental
Compliance Cost".  The term "HAZARDOUS MATERIAL" shall mean (i) asbestos
and any chemicals, flammable substances or explosives, any radioactive
materials (including radon), any hazardous wastes or substances which have,
as of the date hereof, been determined by any applicable Federal, State or
local government law to be hazardous or toxic by the U.S. Environmental
Protection Agency, the U.S. Department of Transportation, and/or any
instrumentality now or hereafter authorized to regulate materials and
substances in the environment which has jurisdiction over the Property
("ENVIRONMENTAL AGENCY"), and (ii) any oil, petroleum or petroleum derived
substance, any drilling fluids, produced waters and other wastes associated
with the exploration, development or production of crude oil, which
materials listed under items (i) and (ii) above cause the Property (or any
part thereof) to be in material violation of any applicable environmental
laws or the regulations of any Environmental Agency; provided, however,
that the term "Hazardous Material" shall not include motor oil and gasoline
contained in or discharged from vehicles not used primarily for the
transport of motor oil or gasoline.  The term "ENVIRONMENTAL COMPLIANCE
COST" means any reasonable out-of-pocket cost, fee or expense incurred
directly to satisfy any requirement imposed by an Environmental Agency to
bring the Property into compliance with applicable Federal, State and local
laws and regulations directly relating to the existence on the Property of
any Hazardous Material.

     (f)  DUE AUTHORITY.  This Agreement and all agreements, instruments
and documents herein provided to be executed or to be caused to be executed
by Seller are and on the Closing Date will be duly authorized, executed and
delivered by and are binding upon Seller.  Seller is a limited partnership,
duly organized and validly existing under the laws of the State of
Illinois, and is duly authorized and qualified to do all things required of
it under this Agreement.  Seller has the capacity and authority to enter
into this Agreement and consummate the transactions herein provided.

     B.   REPRESENTATIONS AND WARRANTIES OF BUYER.  This Agreement and
all agreements, instruments and documents herein provided to be executed or
to be caused to be executed by Buyer are and on the Closing Date will be
duly authorized, executed and delivered by and are binding upon Buyer.
Buyer is a limited liability company, duly organized and validly existing
and in good standing under the laws of the State of California, and is duly
authorized and qualified to do all things required of it under this
Agreement.  Buyer has the capacity and authority to enter into this
Agreement and consummate the transactions herein provided.

     C.   SURVIVAL.  Any cause of action of a party for a breach of the
foregoing representations and warranties shall survive for a one year
period commencing on the Closing Date, at which time such representations
and warranties (and any cause of action resulting from a breach thereof not
then in litigation) shall terminate.  Notwithstanding the foregoing, if
Buyer shall have actual knowledge as of the Closing Date that any of the
representations or warranties of Seller contained herein are false or
inaccurate or that Seller is in breach or default of any of its obligations
under this Agreement, and Buyer nonetheless closes the transactions
hereunder and acquires the Property, then Seller shall have no liability or
obligation respecting such false or inaccurate representations or
warranties or other breach or default (and any cause of action resulting
therefrom shall terminate upon such closing hereunder).

     D.   INTERIM COVENANTS OF SELLER.  Until the Closing Date or the
sooner termination of this Agreement:

     (1)  Seller shall maintain the Property in the same manner as prior
hereto pursuant to its normal course of business (such maintenance
obligations not including extraordinary capital expenditures or
expenditures not incurred in such normal course of business), subject to
reasonable wear and tear and further subject to destruction by casualty or
other events beyond the control of Seller.

     (2)  Seller shall not enter into any additional service contracts or
other similar agreements without the prior consent of Buyer, except those
deemed reasonably necessary by Seller which are cancelable on 30 days'
notice.

     (3)  Seller shall continue to offer the Property for lease (for
terms not in excess of one year) in the same manner as prior hereto
pursuant to its normal course of business and, upon request, shall keep
Buyer reasonably informed as to the status of leasing prior to the Closing
Date.  After the expiration of the Due Diligence Period (unless Buyer shall
have theretofore delivered a Termination Notice hereunder), Seller shall
not enter into any new leases or material modifications of existing leases
thereafter without the consent of Buyer (which consent will not be
unreasonably withheld or materially delayed).

     8.   INDEMNIFICATION.

     A.   BY BUYER.  Buyer shall hold harmless, indemnify and defend
Seller from and against: (1) any and all third party claims for Buyer's
torts or breaches of contract related to the Property and occurring on or
after the Closing Date, (2) any and all loss, damage or third party claims
in any way arising from Buyer's inspections or examinations of the Property
prior to the Closing Date; and (3) all costs and expenses, including
reasonable attorney's fees, incurred by Seller as a result of the
foregoing.

     B.   BY SELLER.  Seller shall hold harmless, indemnify and defend
Buyer from and against:  (1) any and all third party claims for Seller's
torts or breaches of contract related to the Property and occurring prior
to the Closing Date; and (2) all costs and expenses, including reasonable
attorney's fees, incurred by the Buyer as a result of such claims.  The
foregoing indemnity shall not cover any matters relating to title or
marketability of the Property (Buyer relying on the coverage provided by
the Owner's Policy and the special warranty of title contained in the Deed
as to such matters).

     C.   GENERALLY.  Each indemnification under this Agreement shall be
subject to the following provisions:  The indemnitee shall notify
indemnitor of any such claim against indemnitee within 30 days after it has
notice of such claim, but failure to notify indemnitor shall in no case
prejudice the rights of indemnitee under this Agreement unless indemnitor
shall be prejudiced by such failure and then only to the extent of such
prejudice.  Should indemnitor fail to discharge or undertake to defend
indemnitee against such liability within 10 days after the indemnitee gives
the indemnitor written notice of the same, then indemnitee may settle such
liability, and indemnitor's liability to indemnitee shall be conclusively
established by such settlement, the amount of such liability to include
both the settlement consideration and the reasonable costs and expenses,
including attorneys' fees, incurred by indemnitee in effecting such
settlement.

     9.   DISPOSITION OF DEPOSITS.  IF THE TRANSACTION HEREIN PROVIDED
SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT OR
THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN PARAGRAPH 4
HEREOF OR THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 6
HEREOF, AND BUYER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE
ESCROW DEPOSIT SHALL BE RETURNED TO BUYER, AND NEITHER PARTY SHALL HAVE ANY
FURTHER OBLIGATION OR LIABILITY TO THE OTHER; PROVIDED, HOWEVER, IF THE
TRANSACTIONS HEREUNDER SHALL FAIL TO CLOSE SOLELY BY REASON OF SELLER'S
DEFAULT, AND BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND
SHALL BE READY, WILLING AND ABLE TO CLOSE, THEN BUYER SHALL BE ENTITLED TO
SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR
OTHERWISE, SHALL LIE).  IN THE EVENT THE TRANSACTION HEREIN PROVIDED SHALL
NOT CLOSE FOR ANY REASON OTHER THAN THE FAILURE OF SATISFACTION OF THE
CONDITIONS DESCRIBED IN PARAGRAPH 4 HEREOF OR THE TERMINATION OF THIS
AGREEMENT IN ACCORDANCE WITH PARAGRAPH 6 HEREOF OR THE DEFAULT OF SELLER,
THEN THE ESCROW DEPOSIT SHALL BE DELIVERED TO SELLER AS FULL COMPENSATION
AND LIQUIDATED DAMAGES UNDER AND IN CONNECTION WITH THIS AGREEMENT.  IN THE
EVENT THE TRANSACTION HEREIN PROVIDED SHALL CLOSE, THE ESCROW DEPOSIT SHALL
BE APPLIED AS A PARTIAL PAYMENT OF THE PURCHASE PRICE.  IN CONNECTION WITH
THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT THE
PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY
DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER
CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE
CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE
AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER'S BREACH
OR DEFAULT.  IN THE EVENT THE SALE OF THE PROPERTY SHALL NOT BE CONSUMMATED
ON ACCOUNT OF BUYER'S DEFAULT, THEN THE RETENTION OF THE ESCROW DEPOSIT
SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT BY REASON
OF SUCH DEFAULT, SUBJECT TO THE PROVISIONS OF PARAGRAPH 10I HEREOF.

     --------------------          --------------------
     SELLER'S INITIALS             BUYER'S INITIALS

   10.    MISCELLANEOUS.

     A.   BROKERS.

     (1)  Except as provided in subparagraph (2) below, Seller represents
and warrants to Buyer, and Buyer represents and warrants to Seller, that no
broker or finder has been engaged by it, respectively, in connection with
any of the transactions contemplated by this Agreement or to its knowledge
is in any way connected with any of such transactions.  In the event of a
claim for broker's or finder's fee or commissions in connection herewith,
then Seller shall indemnify and defend Buyer from the same if it shall be
based upon any statement or agreement alleged to have been made by Seller,
and Buyer shall indemnify and defend Seller from the same if it shall be
based upon any statement or agreement alleged to have been made by Buyer.
The indemnification obligations under this paragraph 10 A(1) shall survive
the closing of the transactions hereunder or the earlier termination of
this Agreement.

     (2)  In addition, if and only if the sale contemplated herein
closes, Seller agrees to pay a brokerage commission to Richard Ellis, LLC
("BROKER") pursuant to a separate written agreement.

     (3 ) In accordance with the terms of the Real Estate License Act of
the State of Texas, Buyer hereby acknowledges that Broker has advised Buyer
that Buyer should have an abstract covering the Land and the Property
examined by an attorney of Buyer's own selection or that Buyer should be
furnished with or obtain a policy of title insurance.

     B.   LIMITATION OF LIABILITY.

          (1)  Notwithstanding anything to the contrary contained
herein, if the closing of the transactions hereunder shall have occurred
(and Buyer shall not have waived, relinquished or released any applicable
rights in further limitation), the aggregate liability of Seller arising
pursuant to or in connection with the representations, warranties,
indemnifications, covenants or other obligations (whether express or
implied) of Seller under this Agreement (or any document executed or
delivered in connection herewith) shall not exceed $500,000.  Without
limitation on the foregoing, in no event shall Seller have any liability
for damages hereunder other than for actual damages (and in no event shall
Seller have any liability for consequential or contingent damages or the
like) and, in the case of Hazardous Materials, any liability of Seller
shall be further limited to Environmental Compliance Costs.

          (2)  No constituent partner in or agent of Seller, nor any
advisor, trustee, director, officer, employee, beneficiary, shareholder,
participant, representative or agent of any corporation or trust that is or
becomes a constituent partner in Seller (including, but not limited to, JMB
Realty Corporation) shall have any personal liability, directly or
indirectly, under or in connection with this Agreement or any agreement
made or entered into under or pursuant to the provisions of this Agreement,
or any amendment or amendments to any of the foregoing made at any time or
times, heretofore or hereafter, and Buyer and its successors and assigns
and, without limitation, all other persons and entities, shall look solely
to Seller's assets for the payment of any claim or for any performance, and
Buyer, on behalf of itself and its successors and assigns, hereby waives
any and all such personal liability.  Notwithstanding anything to the
contrary contained in this Agreement, neither the negative capital account
of any constituent partner in Seller (or in any other constituent partner
of Seller), nor any obligation of any constituent partner in Seller (or in
any other constituent partner of Seller) to restore a negative capital
account or to contribute capital to Seller (or to any other constituent
partner of Seller), shall at any time be deemed to be the property or an
asset of Seller or any such other constituent partner (and neither Buyer
nor any of its successors or assigns shall have any right to collect,
enforce or proceed against or with respect to any such negative capital
account of partner's obligation to restore or contribute).

     C.   ENTIRE AGREEMENT.  This Agreement contains the entire agreement
between the parties respecting the matters herein set forth and supersedes
all prior agreements between the parties hereto respecting such matters.
This Agreement may not be modified or amended except by written agreement
signed by both parties.

     D.   TIME OF THE ESSENCE.  Time is of the essence of this Agreement.

     E.   INTERPRETATION.  Paragraph headings shall not be used in
construing this Agreement.  Each party acknowledges that such party and its
counsel, after negotiation and consultation, have reviewed and revised this
Agreement.  As such, the terms of this Agreement shall be fairly construed
and the usual rule of construction, to the effect that any ambiguities
herein should be resolved against the drafting party, shall not be employed
in the interpretation of this Agreement or any amendments, modifications or
exhibits hereto or thereto.

     F.   GOVERNING LAW.  This Agreement shall be construed and enforced
in accordance with the laws of the State of Texas.

     G.   SUCCESSORS AND ASSIGNS.  Buyer may not assign or transfer its
rights or obligations under this Agreement without the prior written
consent of Seller (in which event such transferee shall assume in writing
all of the transferor's obligations hereunder, but such transferor shall
not be released from its obligations hereunder); provided, however, Buyer
may assign its interest in this Agreement an Affiliate of Buyer.  No
consent given by Seller to any transfer or assignment of Buyer's rights or
obligations hereunder shall be construed as a consent to any other transfer
or assignment of Buyer's rights or obligations hereunder.  No transfer or
assignment in violation of the provisions hereof shall be valid or
enforceable.  Subject to the foregoing, this Agreement and the terms and
provisions hereof shall inure to the benefit of and be binding upon the
successors and assigns of the parties.

     H.   NOTICES.  Whenever this Agreement requires or permits any
consent, approval, notice, request or demand from one party to the other
(collectively, "NOTICE"), such Notice must be in writing to be effective
and shall be effective on the date of actual receipt of such Notice by the
addressee.  The following shall be prima facia evidence of actual receipt
of Notice by the addressee: (a) if mailed, by a United States certified
mail return receipt, signed by the addressee or the addressee's agent or
representative, (b) if by telegram, by a telegram receipt signed by the
addressee or the addressee's agent or representative, (c) if hand delivered
(including delivery by an overnight or other delivery service), by a
delivery receipt signed by the addressee or the addressee's agent or
representative, or (d) if sent by facsimile transmission, with confirmation
of receipt at the facsimile number to which it was sent.  Each party's
initial address for delivery of any Notice is designated below, but any
party from time to time may designate a different address for delivery of
any Notice by delivering to the other party Notice of such different
address; provided, however, neither party may designate an address for
delivery or Notice not located with the United States.  Each party hereto
covenants and agrees to mail copies of any Notice to the parties designated
to receive copies of any Notice below, but failure of the addressee of any
copy to actually receive such copy shall not render the Notice ineffective.
     TO BUYER:

     FSC Realty, LLC
     9777 Wilshire Boulevard, Suite 710
     Beverly Hills, California 90212
     Attention:  Mr. Stanley R. Fimberg

     WITH COPY TO:

     Akin, Gump, Strauss, Hauer & Feld
     4100 First City Center
     1700 Pacific Avenue
     Dallas, Texas  75201-4618
     Attention:  Lawrence J. Brannian, Esq.

     TO SELLER:

     900 North Michigan Avenue
     19th Floor
     Chicago, Illinois 60611
     Attention:  Ms. Julie Walner

     WITH COPIES TO:

     Pircher, Nichols & Meeks
     1999 Avenue of the Stars
     Suite 2600
     Los Angeles, California 90067
     Attention:  Real Estate Notices (GML)

     AND TO:

     Richard Ellis, LLC
     Three First National Plaza
     Chicago, Illinois  60602
     Attention:  Mr. Jeffrey M. Bramson

     I.   LEGAL COSTS.  The parties hereto agree that they shall pay
directly any and all legal costs which they have incurred on their own
behalf in the preparation of this Agreement, all deeds and other agreements
pertaining to this transaction and that such legal costs shall not be part
of the closing costs.  In addition, if either Buyer or Seller brings any
suit or other proceeding with respect to the subject matter or the
enforcement of this Agreement, the prevailing party (as determined by the
court, agency or other authority before which such suit or proceeding is
commenced), in addition to such other relief as may be awarded, shall be
entitled to recover reasonable attorneys' fees, expenses and costs of
investigation actually incurred.  The foregoing includes, but is not
limited to, attorneys' fees, expenses and costs of investigation
(including, without limitation, those incurred in appellate proceedings),
costs incurred in establishing the right to indemnification, or in any
action or participation in, or in connection with, any case or proceeding
under Chapter 7, 11 or 13 of the Bankruptcy Code (11 United States Code
Sections 101 et seq.), or any successor statutes.

     J.   NONREFUNDABLE CONSIDERATION.  Contemporaneously with the
execution and delivery of this Agreement, Buyer has delivered to Seller and
Seller hereby acknowledges the receipt of cash in the amount of $100.00
("INDEPENDENT CONTRACT CONSIDERATION"), which amount the parties bargained
for and agreed to as consideration for Buyer's right to inspect and
purchase the Property pursuant to this Agreement and for Seller's
execution, delivery and performance of this Agreement.  The Independent
Contract Consideration is in addition to and independent of any other
consideration or payment provided in this Agreement, is nonrefundable, and
it is fully earned and shall be retained by Seller notwithstanding any
other provision of this Agreement.

     K.   RIGHT TO POSSESSION.  It shall be a condition to Buyer's
obligation to purchase the Property that, concurrently with the closing of
the transactions hereunder, that Buyer shall have possession of the
Property in the manner contemplated in this Agreement.

     L.   ADDITIONAL ACTS.  In addition to the acts and deeds recited
herein and contemplated to be performed, executed, and/or delivered by
Seller or Buyer, Seller and Buyer hereby agree to perform, execute, and/or
deliver or cause to be performed, executed, and/or delivered at the closing
of the transactions herein contemplated or thereafter, all such further
acts, deeds and assurances as Buyer or Seller, as the case may be, may
reasonably require (i) evidence and vest in the Buyer the ownership of, and
title to, the Property, and (ii) consummate the transactions contemplated
hereunder, all in the manner contemplated herein; provided, however, the
same do not materially increase the costs to, or liability or obligations
of, a party in a manner not otherwise provided for herein.

     M.   CONDITIONS.  All covenants, warranties and obligations of a
party contained in this Agreement are deemed to be conditions to the other
party's obligations herein.  All conditions to a party's obligations,
whether specifically stated in this Agreement or pursuant to the preceding
sentence, and all rights of such party herein are imposed solely and
exclusively for the benefit of such party and its assigns and any or all of
such conditions or rights may be waived in whole or in part by such party
at any time in such party's sole discretion.

     N.   SEVERABILITY.  If any provision in this Agreement is invalid,
illegal, or unenforceable, such provision shall be construed as narrowly as
possible to allow Buyer and Seller to be afforded the benefits and
protection of this Agreement.  Such provision shall be severable from the
rest of this Agreement and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby,
and shall continue in full force and effect.

     O.   COUNTERPARTS.  Two or more duplicate originals of the written
instrument containing this Agreement may be signed by the parties, each of
which shall be an original but all of which together shall constitute one
and the same agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.

                    CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XI,
                    an Illinois limited partnership

                    By:  JMB REALTY CORPORATION,
                         a Delaware corporation,
                         Corporate General Partner


                         By:  ________________________________
                              Name:  _________________________
                              Title: _________________________
                                                   "Seller"


                    FSC REALTY, LLC,
                    a California limited liability company



                    By:  _____________________________________
                         Name:  ______________________________
                         Title: ______________________________
                                              "Buyer"





                ESCROW HOLDER'S ACKNOWLEDGEMENT
                -------------------------------


     The undersigned hereby executes this Agreement to evidence its
agreement to act as Escrow Holder in accordance with the terms of this
Agreement.


Date: ________________NEAR NORTH NATIONAL TITLE CORPORATION,
                         a ______________________________________


                         By:  ___________________________________
                              Name: _____________________________
                              Title: ____________________________
                                               "Escrow Holder"





                         EXHIBIT LIST
                         ------------



          "A" - Property Description

          "B" - Personal Property

          "C" - Deed

          "D" - Lease Assignment and Assumption

          "E" - Contract Assignment and Assumption

          "F" - Bill of Sale

          "G" - Exceptions to Seller's Representations
                and Warranties

          "H" - Rent Roll

          "I" - Service Agreements





                          EXHIBIT "A"

                     Property Description





                          EXHIBIT "B"

                       Personal Property





                          EXHIBIT "C"

                             Deed

      Forms to be agreed upon during Due Diligence Period





                          EXHIBIT "D"

                Lease Assignment and Assumption

      Forms to be agreed upon during Due Diligence Period




                          EXHIBIT "E"

              Contract Assignment and Assumption

      Forms to be agreed upon during Due Diligence Period






                          EXHIBIT "F"

                         Bill of Sale

      Forms to be agreed upon during Due Diligence Period





                          EXHIBIT "G"

     Exceptions to Seller's Representations and Warranties

                             None





                          EXHIBIT "H"

                           Rent Roll





                          EXHIBIT "I"

                      Service Agreements