AGREEMENT OF PURCHASE AND SALE


         THIS AGREEMENT OF PURCHASE AND SALE (this  "Agreement")  is made by and
 between  CONNECTICUT  GENERAL  REALTY  INVESTORS  III  LIMITED  PARTNERSHIP,  a
 Connecticut limited partnership ("Seller"),  and Ronald Gottlieb and/or Assigns
 ("Purchaser"), as of the "Effective Date" (as defined below).

                                   Article I.
                                    Property

         Seller hereby agrees to sell,  and Purchaser  hereby agrees to buy, all
of the following property:  (a) a parcel of real property (the "Land"),  located
in Cincinnati,  Ohio, more particularly  described on Exhibit A attached to this
Agreement;  (b) the buildings and other improvements  located on the Land, being
an  apartment  complex  generally  known  as  Versailles   Village   Apartments,
consisting  of a 180-unit  apartment  complex  comprised of 16 buildings  plus a
leasing office/clubhouse (the "Improvements"); (c) all tenant leases relating to
the Improvements,  being the leases referred to on the Rent Roll attached hereto
as Exhibit B (the Land, Improvements,  and tenant leases are referred to herein,
collectively,  as the "Real  Property");  and (d) all fixtures,  equipment,  and
other  personal  property  (both  tangible and  intangible,  including,  without
limitation,  any service and maintenance  agreements  applicable thereto,  other
than the property  management  agreement,  which shall be  terminated)  owned by
Seller and contained in or related to the Improvements (the "Personal Property")
(collectively,  the  Real  Property  and the  Personal  Property  are  sometimes
referred to herein as the  "Property").  Seller will cooperate with Purchaser to
permit Purchaser to continue using the same telephone number currently in use on
the Property.
                                   Article II.
                           Purchase Price and Deposits

         The  purchase  price which the  Purchaser  agrees to pay and the Seller
agrees to accept for the Property  shall be the sum of Seven Million Two Hundred
Thousand  Dollars  ($7,200,000.00)  (hereinafter  referred  to as the  "Purchase
Price"),  subject to  adjustment  as  provided  in Article V hereof,  payable as
follows:

        (a)    An earnest money deposit  ("Deposit") of Fifty  Thousand  Dollars
               ($50,000.00),  in  cash,  to  be  deposited  with  Chicago  Title
               Insurance Company, 46 E. Gay ST., Columbus,  OH 43215 (the "Title
               Company")  within one (1) business day after execution  hereof by
               both  parties,  such amount to be held in escrow and deposited in
               an interest-bearing  account. The Deposit shall be non-refundable
               except in the following instances:

        (I)    Seller  is  unable  to,  or  chooses  not  to,  cure  Purchaser's
               objections  to the Survey,  as described in Paragraph 6.4 of this
               Agreement; or

        (II)   Seller  is  unable  to,  or  chooses  not  to,  cure  Purchaser's
               objections to the Title Commitment, as described in Paragraph 6.5
               of this Agreement; or

        (III)  The  environment  report to be obtained by Purchaser  pursuant to
               Purchaser's  acquisition  of the property  discloses  substantial
               environmental  hazards not  disclosed or included in the January,
               1994  environmental  report  performed  by  Law  Engineering  and
               Environmental  Services,  a copy of which  has been  provided  to
               Purchaser by Seller,  and Seller is unable to, or chooses not to,
               cure such hazards.

        (b)    An additional earnest money deposit (the "Additional Deposit")
               of _One Hundred Thousand Dollars ($100,000.00), in cash, to be
               deposited by Purchaser with the Title Company, within one (1)
               business day after expiration of the Feasibility Period
               (hereinafter defined), such amount to be held in escrow and
               deposited in an interest-bearing account (the Earnest Deposit
               and the Additional Deposit, with interest thereon, will be
               referred to hereinafter, collectively, as the "Deposit"); and

        (c)   The balance of the Purchase Price shall be paid at time of Closing
              by Federal wire transfer,  with the transfer of funds to Seller to
              be completed on the day of the Closing.

              The  Deposit  shall be paid to Seller at the  Closing  as a credit
              against the  Purchase  Price.  Purchaser  shall  provide the Title
              Company with its tax identification number, and all interest shall
              be for  Purchaser's  account  for  tax  purposes.  Purchaser  will
              receive all interest earned on the earnest money deposit.



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<PAGE>

              In addition to the  Deposit,  Purchaser  shall  deposit  three (3)
              fully  executed  copies of this  Agreement  with the Title Company
              immediately after both parties have executed it. The Title Company
              shall  retain  one copy of this  Agreement  and  deliver  one copy
              hereof to each of Purchaser and Seller.

                                  Article III.
                                Failure to Close

         3.1  Purchaser's  Default.  If  Seller  has  complied  with  all of the
         covenants and  conditions  contained  herein and is ready,  willing and
         able to convey the  Property  in  accordance  with this  Agreement  and
         Purchaser fails to consummate  this Agreement and take title,  then the
         parties  hereto  recognize  and agree that the damages that Seller will
         sustain as a result thereof will be  substantial,  but difficult if not
         impossible  to  ascertain.  Therefore,  the parties  agree that, in the
         event of  Purchaser's  default,  Seller shall,  as its sole remedy,  be
         entitled to retain the Deposit as liquidated damages, and neither party
         shall have any further rights or obligations  with respect to the other
         under this Agreement,  except for the Surviving Covenants  (hereinafter
         defined).

         3.2 Seller's Default. In the event that Purchaser has complied with all
         of the covenants and conditions  contained herein and is ready, willing
         and  able to  take  title  to the  Property  in  accordance  with  this
         Agreement,  and Seller fails to  consummate  this  Agreement and convey
         title as set forth  herein,  then  Purchaser  may, as its sole  remedy,
         either (I) terminate  this  Agreement and recover the Deposit,  or (II)
         enforce  specific  performance of this Agreement in accordance with and
         subject to its terms.

                                   Article IV.
                          Closing and Transfer of Title

         4.1 Closing. The parties hereto agree to conduct a closing of this sale
         (the  "Closing") on or before 10:00 a.m. on November 15, 1999 ("Closing
         Date") in the principal  office of  ___________________________,  or at
         such other  place as may be agreed  upon by the  parties  hereto.  This
         Agreement  shall terminate if transfer of title is not completed by the
         Closing Date (unless such failure to close is due to Seller's  default,
         the date for Closing is  extended  pursuant  to any  provision  hereof,
         including,  without limitation,  the matters described in Sections 6.3,
         6.4, 6.5 and Article VII hereof, or the date for Closing is extended by
         agreement  of the  parties,  which  agreement  shall  be  confirmed  in
         writing). Notwithstanding the foregoing, or any other provision herein,
         Seller shall have no obligation to close if the closing and transfer of
         title does not occur on or prior to  November  30,  1999,  unless  such
         failure to close is due solely to the default of Seller.

         4.2 Closing Procedure.  Seller shall execute and deliver or cause to be
         delivered (a) a Special  Warranty Deed, in the form attached  hereto as
         Exhibit C, proper for  recording,  conveying  Seller's  interest in the
         Real Property to Purchaser,  subject,  however,  to (I) restrictions as
         reported in the Title  Commitment  (defined in Section 6.5) or shown on
         the Survey (as defined in Section 6.4) and either approved by Purchaser
         or as to which  objection has been waived by Purchaser,  (II) taxes not
         yet due and payable, (III) the rights of lessees and licensees of space
         in the  Improvements at the time of Closing (to the extent shown on the
         Rent Roll), and (iv) any encumbrances created or permitted by the terms
         of this  Agreement;  (b) a Bill of Sale in the form attached  hereto as
         Exhibit D, dated as of the date of Closing  conveying to Purchaser  any
         and all  Personal  Property;  (c) an  Assignment  of Leases in the form
         attached hereto as Exhibit E, dated the date of Closing,  assigning all
         of the  landlord's  right,  title and interest in and to any tenant and
         other  leases  covering  all or any portion of the Real  Property;  (d)
         Tenant Notification  Agreements (the "Tenant Notices"),  dated the date
         of the  Closing,  executed by Seller,  and  complying  with  applicable
         statutes in order to relieve  Seller of liability  for tenant  security
         deposits  (provided  the  security  deposits  are  paid to  Purchaser),
         notifying  the tenants of the Real  Property that the Property has been
         sold to Purchaser and directing the tenants to pay rentals to Purchaser
         (or  Purchaser's  designated  agent);  (e) to the  extent  in  Seller's
         possession or under Seller's control,  the originals of all leases and,
         to the  extent  in  Seller's  possession  or  under  Seller's  control,
         as-built plans and specifications and maintenance and service contracts
         that  are  to  be  assumed;  (f)  an  indemnification   agreement  (the
         "Indemnification  Agreement")  in the form attached as Exhibit F, dated
         the date of Closing;  (i) an updated Rent Roll, in the form of the Rent
         Roll  attached  hereto as Exhibit B, dated within  fifteen (15) days of
         the date of the Closing; (j) an affidavit


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<PAGE>

         that Seller is not a "foreign  person" in the form  attached as Exhibit
         G; (k) a master key or duplicate key for all locks in the Improvements;
         and (l) to the extent in the possession of Seller or Seller's  property
         management company, all maintenance records.

         4.3 Purchaser's Performance.  At the Closing,  Purchaser will cause the
         Purchase Price to be delivered to the Title  Company,  will execute and
         deliver  the  Tenant  Notices,  the  Indemnification   Agreement,   the
         Assignment of Leases, and the Bill of Sale.


         4.4 Evidence of Authority;  Miscellaneous. Both parties will deliver to
         the Title  Company  and each other such  evidence or  documents  as may
         reasonably  be required  by the Title  Company or either  party  hereto
         evidencing  the power and authority of Seller and Purchaser and the due
         authority  of, and execution and delivery by, any person or persons who
         are  executing any of the  documents  required  hereunder in connection
         with the sale of the  Property.  Both  parties will execute and deliver
         such other documents as are reasonably required to effect the intent of
         this Agreement.

                                    Article V
                        Prorations of Rents, Taxes, Etc.

         Real estate taxes and  assessments  not yet due and payable through the
         date of Closing  shall be  prorated  as of the date of  Closing  either
         using actual tax figures or, if actual figures are not available,  then
         using as a basis for said  proration the most recent  assessed value of
         the Real Property multiplied by the current tax rate, with a subsequent
         cash adjustment to be made between Purchaser and Seller when actual tax
         figures  are  available.  Personal  property  taxes,  annual  permit or
         inspection  fees,  sewer  charges  and  other  expenses  normal  to the
         operation and  maintenance of the Property shall also be prorated as of
         the date of Closing.  Rents that have been  collected  for the month of
         the Closing will be prorated at the  Closing,  effective as of the date
         of Closing.  With regard to rents that are delinquent as of the date of
         Closing,  (I) no proration will be made at the Closing,  (II) Purchaser
         will make a good faith effort after the Closing to collect the rents in
         the usual course of  Purchaser's  operation of the Property,  and (III)
         Purchaser will apply all rents collected first to the current rents and
         the excess amount, if any, shall be applied to the delinquent rent owed
         to Seller. It is agreed,  however, that Purchaser will not be obligated
         to  institute  any lawsuit or other  collection  procedures  to collect
         delinquent rents.  Rents collected by Purchaser after the Closing Date,
         to which Seller is entitled, shall be promptly paid to Seller.

         As of the Closing Date, Purchaser shall be entitled to a credit for any
         tenant deposits under the leases.  Final readings on all gas, water and
         electric  meters shall be made as of the date of closing,  if possible.
         If final readings are not possible,  gas, water and electricity charges
         will be prorated  based on the most  recent  period for which costs are
         available.  Any deposits made by Seller with utility companies shall be
         returned  to  Seller.  Purchaser  shall be  responsible  for making all
         arrangements  for the  continuation  of  utility  services.  After  the
         Closing,  Purchaser  will assume full  responsibility  for all security
         deposits  and advance  rental  deposits of current  tenants of the Real
         Property  currently  held by Seller,  which  items will be  itemized by
         Seller and transferred and paid over to Purchaser at the Closing.

         Except as otherwise  specifically  provided  above with respect to real
         estate taxes and assessments,  all items (including taxes) that are not
         subject to an exact  determination  shall be  estimated by the parties.
         When any item so  estimated  is,  after the  Closing  capable  of exact
         determination,  the party in possession of the facts  necessary to make
         the  determination  shall send the other party a detailed report on the
         exact  determination  so made and the  parties  shall  adjust the prior
         estimate  within thirty (30) days after both parties have received said
         reports.

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<PAGE>

                                                    ARTICLE VI.
                                      Purchaser Inspections and Contingencies

         6.1      Document Inspection. Seller has made or will make available to
                  Purchaser within ten (10) days from the Effective Date of this
                  Agreement  the following  items  relating to the Real Property
                  for review by Purchaser:

         (1)      Copies of all service and maintenance agreements;
         (2)      A Rent Roll prepared as of the first day of the month in which
                  this  Agreement  is  executed,  reflecting,  as  of  the  date
                  thereof, with respect to each tenant of the Real Property: (I)
                  apartment number;  (II) name of tenant;  (III) monthly rental;
                  (IV) the amount of such  tenant's  security  deposit  (and any
                  other  deposits),  if any;  (V) the  date  through  which  the
                  tenant's  rental  is paid;  (VI) the  expiration  date of such
                  tenant's lease; (VII) any rents or other charges in arrears or
                  prepaid  thereunder  and the  period  for which such rents and
                  other charges are in arrears or have been prepaid;  and (VIII)
                  the utilities which are furnished as part of the rent.
         (3)      Copies of all tenant leases;
         (4)      Copies of any  certificates  of  occupancy  (to the  extent in
                  Seller's or its property manager's possession);
         (5)      Copies of any major warranties currently in effect (if any and
                  to the extent available in Seller's or its property  manager's
                  possession);
         (6)      Books and records of the Property in Seller's or its
                  property manager's possession; and
         (7)      Copies of any environmental or engineering studies in Seller's
                  possession.
         (8)      List of all personal  property and equipment to be included in
                  the sale.

            Purchaser  agrees  that  if  for  any  reason  the  Closing  is  not
         consummated,  Purchaser will immediately return to Seller all materials
         furnished to Purchaser pursuant to this Section 6.1.

            Purchaser further  acknowledges and agrees that Seller's having made
         available to Purchaser  any  information  and material  relating to the
         Real Property  constitutes a good faith  undertaking  only and does not
         constitute  a  representation  and  warranty on the part of Seller with
         respect to any such information and material.

         6.2 Physical Inspection.  In addition to the items set forth in Section
         6.1,  Seller  will  make  the  Property  available  for  inspection  by
         Purchaser  and  Purchaser  shall,  at  Purchaser's  risk,   conduct  an
         engineering  and/or  market  and  economic  feasibility  study  of  the
         Property and  undertake  such  physical  inspection  of the Property as
         Purchaser  deems  appropriate  as soon as possible  after the Effective
         Date  of  this  Agreement.   Such  inspection  shall  be  conducted  at
         reasonable  times upon  reasonable  oral or written  notice to Seller's
         property   manager.   Seller  shall  have  the  right  to  designate  a
         representative  to  accompany   Purchaser's   employees,   agents,  and
         independent contractors on any such inspections.

           Purchaser hereby agrees to pay, protect,  defend,  indemnify and save
         Seller harmless against all liabilities, obligations, claims (including
         mechanic's  lien  claims),  damages,   penalties,   causes  of  action,
         judgments,   costs  and  expenses   (including,   without   limitation,
         attorneys'  fees and expenses)  imposed  upon,  incurred by or asserted
         against Seller in connection  with or arising out of the entry upon the
         Real  Property  by   Purchaser's   employees,   agents  or  independent
         contractors  and the actions of such persons on the Real  Property.  In
         the  event  any  part  of the  Property  is  damaged  or  excavated  by
         Purchaser, its employees, agents or independent contractors,  Purchaser
         agrees in the event its purchase hereunder is not consummated,  to make
         such  additional  payments to Seller as may be  reasonably  required to
         return the Property to its condition  immediately  prior to such damage
         or excavation  or, at Seller's  option,  to cause such work to be done.
         Not  withstanding  any  provision to the contrary  herein,  Purchaser's
         obligations  under this  subparagraph  shall survive the  expiration or
         termination of this Agreement, and shall survive Closing.

         6.3.  Feasibility  Period.  Purchaser shall have a period ending twenty
         one (21) days after the Effective Date of this Agreement to conduct its
         inspection  of the documents  delivered in accordance  with Section 6.1
         and to conduct a physical  inspection  of the  Property as set forth in
         Section 6.2 (the  "Feasibility  Period").  On or before the last day of
         the Feasibility  Period,  Purchaser may, in its sole discretion without
         obligation   to   specify   which   aspect   of  its   inspection   was
         unsatisfactory,  terminate this Agreement by providing a written notice
         to Seller so providing. Upon receipt of such notice, this Agreement


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         shall  terminate  and Seller shall  instruct the Title Company to remit
         the  Deposit  to  Seller,  unless  the  Deposit  is  determined  to  be
         refundable to Purchaser due to one of the three conditions described in
         Article II, paragraph  (a)(I) to (a)(iii) of this Agreements,  in which
         case the Title  Company  shall be  instructed  to return the Deposit to
         Purchaser.  In either case,  neither party hall have any  obligation to
         the other,  except for the Surviving  Covenants.  If Purchaser fails to
         provide  such  notice of  termination  on or before the last day of the
         Feasibility  Period,  Purchaser  shall be deemed to have  approved such
         inspections and this Agreement shall remain in full force and effect.


         6.4.  Survey  Contingency.   Purchaser's  obligation  to  purchase  the
         Property  is  subject  to its  receipt,  within  ten  (10)  days of the
         Effective Date of this Agreement, of a survey of the Real Property by a
         registered  surveyor  (the  "Survey")  at  Purchaser's  sole  cost  and
         expense.  The  Survey  shall  show the  location  of all  improvements,
         structures, driveways, parking areas, easements, rights of way, and any
         encroachments  and shall specify whether the Property is within the 100
         year flood  plain or flood way.  The Survey  shall  further set forth a
         legal  description of the boundaries of the Real Property in accordance
         with local practices.  Seller will immediately provide Purchaser with a
         copy of its most recent survey of the property.

         Purchaser  shall have until the earlier to occur of the last day of the
         Feasibility  Period or the date  fifteen (15) days after the receipt of
         the Survey by Purchaser  to object in writing to the Survey,  including
         any  objection  to the  boundaries  set forth in the  Survey and to the
         legal description. This contingency shall be deemed satisfied or waived
         if Seller has not  received  written  notice of  Purchaser's  objection
         before  such  date.   Any  such  written  notice  shall  state  all  of
         Purchaser's  objections with specificity.  Upon receipt of such notice,
         Seller may, but shall not be  obligated  to, cure such  objections.  If
         Seller cures such  objections  within  fifteen  (15) days,  or, if such
         objections  are such that they cannot be cured within such fifteen (15)
         day  period,  and Seller  has  commenced  curing  such  objections  and
         thereafter  diligently  proceeds to perfect  such cure (but in no event
         beyond  forty-five (45) days unless agreed to by Purchaser),  then this
         Agreement  shall  continue  in force and effect,  and the Closing  Date
         shall be adjusted  accordingly.  If Seller is unable to, or chooses not
         to, cure such  objections  within the time  permitted,  this  Agreement
         shall terminate,  Seller shall instruct the Title Company to return the
         Deposit less one-half the escrow fee charged by the Title  Company,  if
         any, (the "Escrow Fee") to Purchaser,  and neither party shall have any
         further obligations  hereunder except for the Surviving Covenants.  Not
         withstanding   the  foregoing,   however,   Purchaser  may  waive  such
         objections  that Seller is unable to or chooses  not to cure,  and upon
         receipt by Seller of such waiver in full from Purchaser within ten (10)
         days of notice  from  Seller  that it is unable or chooses  not to cure
         such  objections,  this Agreement shall remain in full force and effect
         with no reduction in the Purchase Price.

              If requested by Seller,  Purchaser will confirm in writing whether
         this  survey  contingency  has been  satisfied  and, if so, the date on
         which it was satisfied.

         6.5. Title Contingency. Purchaser's obligation to purchase the Property
         is  subject  to  its  receipt  of a  commitment  for an  Owner's  Title
         Insurance Policy (the "Title  Commitment"),  dated not earlier than the
         Effective Date of this Agreement, issued by the Title Company, together
         with legible copies of all items and documents referred to in the Title
         Commitment.  The Title Commitment and  accompanying  documents shall be
         delivered by Seller  within ten (10) days after the  Effective  Date of
         this Agreement.  The Title  Commitment will commit the Title Company to
         issue the  Owner's  Title  Policy to  Purchaser  at the  Closing in the
         amount of the Purchase Price.  Upon receipt of the Title Commitment and
         accompanying  documents by  Purchaser,  Purchaser  shall have until the
         earlier to occur of the last day of the Feasibility  Period or the date
         fifteen  (15)  days  after  receipt  of all such  items  to  state  any
         objections in writing.  This  contingency  shall be deemed satisfied or
         waived if such  written  notice of  objection is not received by Seller
         within such fifteen (15) day period.  Such written  notice of objection
         shall  state  all of  Purchaser's  objections  with  specificity.  Upon
         receipt of such notice, Seller may, but shall not be obligated to, cure
         such  objection.  If Seller cures such  objections  within fifteen (15)
         days after receipt of such notice, or, if such objections are such that
         they cannot be cured within  fifteen (15) days and Seller has commenced
         curing such  objections and thereafter  diligently  proceeds to perfect
         such cure,  then this Agreement shall continue in full force and effect
         and the Closing Date shall be adjusted accordingly. If Seller is unable
         or chooses not to cure such objections within the time permitted,  then
         this Agreement shall terminate, and Seller shall instruct the Title

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         Company to return the Deposit less  one-half of the Escrow Fee, if any,
         to  Purchaser,  and neither  party  shall have any further  obligations
         hereunder  except for the Surviving  Covenants.  Not  withstanding  the
         foregoing,  however, Purchaser may waive such objections that Seller is
         unable or chooses not to cure  within ten (10) days after  receipt of a
         notice that  Seller is unable or chooses  not to cure such  objections,
         and upon receipt by Seller of such waiver in full from Purchaser,  this
         Agreement  shall  remain in full force and effect with no  reduction in
         the Purchase Price.

               If requested by Seller, Purchaser will confirm in writing whether
         this title contingency has been satisfied and, if so, the date on which
         it was satisfied.

               As a condition to Closing,  the Title  Company  shall  deliver to
         Purchaser an A.L.T.A.  Owner's  Title  Insurance  Policy (the  "Owner's
         Title  Policy")  dated no earlier than the date of the recording of the
         Deed, in the full amount of the Purchase Price,  insuring that good and
         indefeasible marketable fee simple title to the Real Property is vested
         in  Purchaser,  containing  no  exceptions to such title other than the
         standard printed  exceptions (unless the same are deleted in connection
         with Purchaser obtaining an A.L.T.A.  Owner's Title Policy),  and those
         items  listed on  Schedule  "B" of the Title  Report  that  either were
         approved  by  Purchaser  or as to which  objection  has been  expressly
         waived by  Purchaser  or cured by  Seller,  and any other  encumbrances
         created or permitted by the terms of this Agreement (collectively,  the
         "Permitted  Encumbrances").  If the Title Company,  through no fault of
         Seller,  cannot  deliver  the  Owner's  Title  Policy to  Purchaser  as
         described  herein,  this Agreement  shall  terminate,  and Seller shall
         instruct  the Escrow  Holder to return the Deposit  less  one-half  the
         Escrow  Fee,  if any, to  Purchaser,  and neither  party shall have any
         further obligations hereunder except for the Surviving Covenants.

                                  Article VII.
                      Loss due to Casualty or Condemnation

         7.1 Loss due to Condemnation.  In the event of a condemnation of all or
         a  Substantial  Portion (as  hereinafter  defined) of the Real Property
         which condemnation  shall or would render a Substantial  Portion of the
         Real  Property  untenantable,  or if any  portion  of the  building  or
         parking  area is taken,  either party may,  upon written  notice to the
         other  party  given  within  ten (10) days of receipt of notice of such
         event, cancel this Agreement,  in which event Seller shall instruct the
         Title Company to return the Deposit to Purchaser,  this Agreement shall
         terminate and neither party shall have any rights or  obligations  here
         under  except for the  Surviving  Covenants.  In the event that neither
         party elects to terminate,  or if the condemnation  affects less than a
         Substantial  Portion or does not affect the  building or parking  area,
         then this Agreement  shall remain in full force and effect,  and Seller
         shall be entitled to all monies received or collected by reason of such
         condemnation  prior to Closing.  In such event, the transaction  hereby
         contemplated shall close in accordance with the terms and conditions of
         this  Agreement  except that there will be an abatement of the Purchase
         Price  equal  to the  amount  of  the  net  proceeds,  less  costs  and
         attorney's  fees,  which  are  received  by  Seller  by  reason of such
         condemnation prior to Closing. If the condemnation proceeding shall not
         have  been  concluded  prior to the  Closing,  then  there  shall be no
         abatement of the Purchase Price and Seller shall assign any interest it
         has in the pending  award to  Purchaser.  For  purposes of this Section
         7.1, a "Substantial  Portion" shall mean a condemnation of in excess of
         $770,000.00 in value of the Real Property.

         7.2 Loss due to Casualty.  In the event of  Substantial  Loss or Damage
         (as hereinafter defined) to the Real Property by fire or other casualty
         (not resulting from acts of Purchaser),  either party may, upon written
         notice to the other  party  given  within  ten (10) days of  receipt of
         notice of such event, cancel this Agreement in which event Seller shall
         instruct the Title  Company to return the Deposit to Purchaser and this
         Agreement  shall  terminate  and neither party shall have any rights or
         obligations hereunder except for the Surviving Covenants.  In the event
         that neither party elects to terminate,  or if the casualty  results in
         less than Substantial Loss or Damage,  then this Agreement shall remain
         in full force and effect and Seller shall be entitled to all  insurance
         proceeds  received  or  collected  by  reason  of such  damage or loss,
         whereupon the transaction hereby contemplated shall close in accordance
         with the terms and conditions of this Agreement  except that there will
         be  abatement  of the  Purchase  Price  equal to the  amount of the net
         proceeds,  less costs and attorney's fees, which are received by Seller
         as a result of such damage or loss,  provided that such  abatement will
         be reduced by the amount expended by Seller in accordance with


                                       6
<PAGE>

         Article VIII hereof for  restoration  or  preservation  of the Property
         following  the   casualty.   Alternatively,   Purchaser   may,  in  its
         discretion,  have Seller  repair or replace the damaged  Property,  and
         there  shall  be no  abatement  of the  Purchase  Price  in such  case.
         However,  Purchaser  shall not be entitled to require  Seller to effect
         repair or replacement  unless the loss is entirely covered by insurance
         (except for any  applicable  deductible)  and the repair or replacement
         will take no more than three (3) months to  complete.  For  purposes of
         this  Section  7.2,  "Substantial  Loss or  Damage"  shall mean loss or
         damage, the cost for repair of which exceeds $770,000.00.

                                  Article VIII.
                           Maintenance of the Property

         Between the time of execution of this Agreement and the Closing, Seller
 shall maintain the Property in good repair,  reasonable wear and tear excepted,
 shall perform all work required to be done under the terms of any lease or
agreement  relating  to  the  Property,  and  shall  timely  make  all  repairs,
maintenance and  replacements of equipment or  improvements,  the same as though
Seller were retaining the Property;  except that in the event of a fire or other
casualty,  damage or loss,  Seller  shall  have no duty to repair  said  damage.
However,  Seller may repair any such  damage  with  Purchaser's  prior,  written
approval and may, without Purchaser's approval,  repair damage where such repair
is necessary in Seller's  reasonable  opinion to preserve and protect the health
and safety of tenants of the Property or to preserve the Property  from imminent
risk of further  damage or if required to do so by Seller's  insurance  carrier.
Any such  emergency  repairs shall be reported to Purchaser  within  forty-eight
(48) hours of their  completion.  Seller agrees to continue to rent vacant units
and to do ordinary and customary  Aturns@  (painting,  cleaning  etc.) of vacant
units  according to the normal  guidelines and procedures  followed prior to the
execution of this contract.
                                   Article IX.
                                     Broker

         Purchaser and Seller  represent to each other that they have dealt with
no agent or broker who in any way has  participated  as a procuring cause of the
sale of the Property, except Corson and Associates (the "Broker").  Seller shall
pay a commission of two percent (2%) of the Purchase  Price to the Broker at the
Closing, and the Broker shall be responsible for paying any applicable co-broker
under terms of any separate  agreement  between them.  Purchaser and Seller each
agree  to  defend,  indemnify  and  hold  harmless  the  other  for  any and all
judgments,  costs of suit,  attorneys' fees, and other reasonable expenses which
the other may incur by reason of any  action or claim  against  the other by any
broker,  agent, or finder with whom the indemnifying party has dealt arising out
of this  Agreement or any subsequent  sale of the Property to Purchaser,  except
for  the  above-described  commissions,  which  shall  be paid  by  Seller.  The
provisions of this Article IX shall survive the Closing and any  termination  of
this Agreement.

                                   Article X.
                         Representations and Warranties

         10.1 Limitations on  Representations  and Warranties.  Purchaser hereby
agrees and acknowledges that, except as set forth in Section 10.2 below, neither
Seller nor any agent,  attorney,  employee or  representative of Seller has made
any representation  whatsoever regarding the subject matter of this sale, or any
part thereof,  including  (without  limiting the  generality  of the  foregoing)
representations  as to the  physical  nature or condition of the Property or the
capabilities  thereof,  and that  Purchaser,  in  executing,  delivering  and/or
performing this Agreement,  does not rely upon any statement and/or  information
to whomever made or given, directly or indirectly,  orally or in writing, by any
individual, firm or corporation.  Purchaser agrees to take the Real Property and
the Personal Property "as is," as of the date hereof,  reasonable wear and tear,
and minor damage caused by the removal of any personal  property or fixtures not
included in this sale,  excepted.  SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
AS TO THE PHYSICAL CONDITION OF THE PROPERTY OR THE SUITABILITY  THEREOF FOR ANY
PURPOSE  FOR WHICH  PURCHASER  MAY  DESIRE TO USE IT.  SELLER  HEREBY  EXPRESSLY
DISCLAIMS ANY  WARRANTIES  OF  MERCHANTABILITY  AND/OR  FITNESS FOR A PARTICULAR
PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO THE PHYSICAL CONDITION
OF THE  PROPERTY.  PURCHASER,  BY  ACCEPTANCE  OF THE DEED,  AGREES  THAT IT HAS
INSPECTED THE PROPERTY AND ACCEPTS SAME "AS IS" AND "WITH ALL FAULTS".

        Purchaser understands that any financial statements and data, including,
without  limitation,  gross  rental  income,  operating  expenses  and cash flow
statements,  to be made  available  by Seller to  Purchaser,  will be  unaudited
financial  statements  and data not prepared or reviewed by  independent  public
accountants,  and that  Seller  makes no  representation  as to the  accuracy or
completeness thereof.

                                       7
<PAGE>

         10.2  Representations  and  Warranties  of  Seller.  Seller  makes  the
following representations and warranties and agrees that Purchaser's obligations
under  this  Agreement  are  conditioned  upon the  truth and  accuracy  of such
representations  and warranties,  both as of this date and as of the date of the
Closing:

         (a) Seller has the requisite  partnership  power and authority to enter
into this Agreement and convey the Property to Purchaser in accordance  with and
subject to the terms and conditions of this Agreement.

         (b) To the best of Seller's  knowledge,  Seller has received no written
notice  of  any  existing,  pending  or  threatened  litigation,  administrative
proceeding or condemnation or sale in lieu thereof,  with respect to any portion
of the Real Property, except as noted on Exhibit H attached hereto.

         (c) Except for those  tenants and  licensees in  possession of the Real
Property  under  written  leases  or  license  agreements  for space in the Real
Property, as shown in the Rent Roll, to the best of Seller's knowledge there are
no parties in possession  of, or claiming any  possession to, any portion of the
Real  Property as lessees,  tenants at  sufferance,  licensees,  trespassers  or
otherwise.

         (d) The  updated  Rent  Roll  for the  Real  Property,  which  shall be
delivered at the Closing,  will be true, correct and complete as of the date set
forth thereon; no tenant will be entitled to any rebates,  rent concessions,  or
free rent (other than as reflected in said Rent Roll) and no rents due under any
of the  tenant  or other  leases  will  have  been  assigned,  hypothecated,  or
encumbered, to any party except pursuant to documents to be released at Closing.

         (e) There are no  attachments  or  executions  affecting  the Property,
general  assignments  for the benefit of creditors,  or voluntary or involuntary
proceedings  in  bankruptcy,  pending  or,  to the best of  Seller's  knowledge,
threatened against Seller.

         (f) During the period of Seller's ownership of the Property, Seller has
not itself, and to the best of Seller's knowledge,  no prior owner or current or
prior  tenant or other  occupant of all or any part of the  Property at any time
has, used Hazardous Materials  (hereinafter  defined) on, from, or affecting the
Property in any manner that violates federal,  state, or local laws, ordinances,
rules, or regulations  governing the use,  storage,  treatment,  transportation,
generation, or disposal of Hazardous Materials (collectively, the "Environmental
Laws"), and to the best of Seller's  knowledge no Hazardous  Materials have been
disposed of on the  Property.  "Hazardous  Materials"  shall mean any  flammable
substances,   explosives,   radioactive   materials,   hazardous  wastes,  toxic
substances,  pollutants,  pollution, or related materials regulated under any of
the Environmental Laws.

         10.3  Seller's  Knowledge.  Whenever  the term "to the best of Seller's
knowledge" is used in this  Agreement or in any  representations  and warranties
given to Purchaser at Closing,  such knowledge shall be the actual  knowledge of
William S. Woodsome (the "Key  Personnel"),  the personnel  assigned to the Real
Property by CIGNA Investments,  Inc.,  authorized agent for Seller, after review
of the  files of CIGNA  Investments,  Inc.  and  inquiry  of  Seller's  property
manager.  Seller shall have no duty to conduct any further inquiry in making any
such representations and warranties,  and no knowledge of any other person shall
be imputed to the Key Personnel.

         10.4 Survival.  All representations and warranties contained in Section
10.2 will survive the Closing of this  transaction (but only as to the status of
facts as they exist as of the Closing,  it being understood that Seller makes no
representations  or  warranties  which would  apply to changes or other  matters
occurring  after the  Closing),  but shall  expire on the date one year from the
date of Closing,  and no action on such  representations  and  warranties may be
commenced after such expiration.

                                   Article XI.
                               Liability of Seller

         Neither Seller nor any  independent  property  manager which Seller has
hired to manage the Property  shall,  by entering  into this  Agreement,  become
liable for any costs or expenses incurred by Purchaser subsequent to the date of
Closing,  including any labor performed on, or materials  furnished to, the Real
Property,  or for any leasing  commissions or other fees or commissions  due for
renewals or extensions of existing  leases or otherwise,  or for compliance with
any laws, requirements or regulations of, or taxes, assessments or other charges
thereafter  due to any  governmental  authority,  or for any  other  charges  or
expenses  whatsoever  pertaining  to the  Property or to the  ownership,  title,
possession,  use, or  occupancy of the  Property,  whether or not such costs and
expenses were incurred pursuant to obligations of Purchaser under this Agreement
(including, without limitation, any costs of compliance with presently -existing
and future  environmental  laws, any  environmental  remediation  costs, and any
costs of, or  awards of  damages  for,  damage to the  environment,  to  natural
resources, or to any third party), it being the intent of this Agreement,

                                       8
<PAGE>

as between  Purchaser  and Seller,  to shift all such  liability  to  Purchaser,
except for any liability of Seller under the provisions of Article X hereof, and
Purchaser hereby agrees to defend, indemnify and hold Seller and any independent
property  manager  hired by Seller,  harmless  from any such  liability for such
costs and expenses. The provisions of this Article XI shall survive Closing.
                                  Article XII.
                                   Assignment

         This Agreement may not be assigned or transferred by Purchaser  without
prior written consent of Seller. No assignment shall relieve Purchaser of any of
its obligations under this Agreement. Seller=s consent shall not be unreasonably
withheld.
                                  Article XIII.
                                     Notices

         All  notices  hereunder  or  required  by law shall be sent via  United
States Mail, postage prepaid,  certified mail, return receipt requested,  or via
any  nationally  recognized  commercial  overnight  carrier with  provisions for
receipt, addressed to the parties hereto at their respective addresses set forth
below or as they have  theretofore  specified  by written  notice  delivered  in
accordance herewith:

PURCHASER:
          Ronald Gottlieb
          P.O. Box 40366
          Cincinnati, OH 45240

with a copy to:
          Stan Ruby
          Schwartz, Manes & Ruby
          441 Vine St., Suite #2900
          Cincinnati, Ohio 45202

SELLER:
          Connecticut General Realty Investors III
          Limited Partnership
          c/o CIGNA Investments, Inc.
          900 Cottage Grove Road
          Hartford, CT 06152-2311
          Attn: William Woodsome
          Real Estate Investments Department
          Asset Management, S-311

with a copy to:
          CIGNA Corporation
          Investment Law Department
          Attn: Andrea Levy
          Mortgage and Real Estate Group, S-215A
          900 Cottage Grove Road
          Hartford, CT 06152-2215

Title Company:
          Chicago Title Insurance Co.
          C/O Central City Title Agency
          74 South Fourth Street
          Columbus, Ohio 43215
          Attn: Ms.Terry Ross, Vice President, Title Operations


       Delivery will be deemed complete upon actual receipt or refusal to accept
       delivery.

                                  Article XIV.
                                    Expenses

         Seller  shall pay its own  attorney's  fees,  all  conveyance  fees and
transfer  taxes,  and  one-half  the Escrow  Fee,  if any.  All other  costs and
expenses related to the transaction or this Agreement including, but not limited
to, all of Purchaser's attorneys' fees and expenses, recording charges, one-half
of the  Escrow  Fee,  if any,  the  cost of  obtaining  the  Survey,  the  Title
Commitment,  the Owner's Title Policy,  and any title insurance premium required
by any  mortgagee  of  Purchaser  (if  any)  shall  be  paid by  Purchaser,  not
withstanding any local practice to the contrary.

                                   Article XV.
                                  Miscellaneous

         15.1  Successors  and  Assigns.  All the terms and  conditions  of this
Agreement  are hereby made binding upon the  executors,  heirs,  administrators,
successors and permitted assigns of both parties hereto.

                                       9
<PAGE>

         15.2 Gender.  Words of any gender used in this Agreement  shall be held
and  construed to include any other  gender,  and words in the  singular  number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

         15.3 Captions. The captions in this Agreement are inserted only for the
purpose of  convenient  reference  and in no way define,  limit or prescribe the
scope or intent of this Agreement or any part hereof.

         15.4 Construction. No provision of this Agreement shall be construed by
any Court or other judicial authority against any party hereto by reason of such
party's being deemed to have drafted or structured such provisions.

         15.5 Entire Agreement.  This Agreement  constitutes the entire contract
between  the  parties  hereto and there are no other  oral or written  promises,
conditions,  representations,  understandings or terms of any kind as conditions
or inducements to the execution  hereof and none have been relied upon by either
party.

         15.6  Recording.  The parties  agree that this  Agreement  shall not be
recorded.  If Purchaser  causes this Agreement or any notice or memorandum there
of to be recorded,  this  Agreement  shall be null and void at the option of the
Seller.

         15.7 No  Continuance.  Purchaser  acknowledges  that there  shall be no
assignment,  transfer or continuance of any of Seller's insurance coverage or of
the property management contract.

         15.8 Time of Essence. Time is of the essence in this transaction.

         15.9 Original Document.  This Agreement may be executed by both parties
in counterparts in which event each shall be deemed an original.

         15.10 Governing Law. This Agreement shall be construed,  and the rights
and  obligations  of Seller and  Purchaser  hereunder,  shall be  determined  in
accordance with the laws of the State of Ohio.

         15.11 Acceptance of Offer. This Agreement constitutes Seller's offer to
sell to  Purchaser  on the  terms  set  forth  herein  and must be  accepted  by
Purchaser by signing three (3) copies hereof and  delivering  them together with
the Initial  Deposit to the Title Company no later than  ____________,  1999. If
Purchaser has not accepted this Agreement by such date,  then this Agreement and
the offer represented  hereby shall  automatically be revoked and shall be of no
further force or effect.

         15.12  Confidentiality.  Purchaser  and Seller agree that all documents
and  information  concerning  the Property  delivered to Purchaser,  the subject
matter  of  this  Agreement,  and all  negotiations  will  remain  confidential.
Purchaser  and Seller  will  disclose  such  information  only to those  parties
required to know it, including,  without limitation,  employees of either of the
parties,  consultants  and  attorneys  engaged  by  either of the  parties,  and
prospective or existing investors and lenders.

         15.13 Surviving Covenants. Notwithstanding any provisions hereof to the
contrary,  the provisions of the second  paragraph of Section 6.2 hereof and the
provisions of Article IX hereof (collectively,  the "Surviving Covenants") shall
survive the closing and any termination of this Agreement.

         15.14 Approval.  Seller's obligation to perform its duties hereunder is
contingent  upon  approval  of  the  transaction  by  all  required  boards  and
committees  in  accordance  with the standard  policies and  procedures of CIGNA
Investments,  Inc. Seller will seek such approvals during the period  commencing
on the  Effective  Date hereof to and  including  September  10, 1999,  and will
notify Purchaser promptly of the decision of such boards and committees.  If the
transaction is not approved,  then Seller may terminate this Agreement by giving
notice  thereof  to  Purchaser,  whereupon  the  Deposit  shall be  returned  to
Purchaser  and neither party shall have any further  rights or duties  hereunder
except for the Surviving Covenants.

         15.15 Effective  Date. The "Effective  Date" of this Agreement shall be
the latest execution date by a party as indicated below.

         15.16 Business Day. As used herein,  the term "Business Day" shall mean
any day other  than a  Saturday,  Sunday,  or day on which  banks are  closed in
Connecticut or Ohio.





 EXECUTED BY PURCHASER this 10th day of September, 1999.




                                       10
<PAGE>

                                   PURCHASER:

                       /S/Ronald Gottlieb
                       ----------------------------------


                    By: Ronald Gottlieb
                    --------------------
                        Name: Ronald Gottlieb
                        Title: Managing Member


         EXECUTED BY SELLER this 10th day of September, 1999.


                                     SELLER:

                                     CONNECTICUT GENERAL REALTY INVESTORS
                                     III LIMITED PARTNERSHIP

                    By: CIGNA Realty Resources, Inc. - Fifth


                                      By: /S/John D. Carey
                                      ---------------------
                                          Name:  John D. Carey
                                          Title:  President


Receipt  of three (3)  original  copies  of this  Agreement,  together  with the
Initial  Deposit  (as  defined  herein)  executed  by Seller  and  Purchaser  is
acknowledged this 15th day of September, 1999.


                                       TITLE COMPANY:

                                       --------------------------------
                                       Central City Title Agency

                                       By: /S/Teresa Ross
                                       ---------------------------------

                                           Name:  Teresa L. Ross
                                           Title:  Vice President Of Operations

                                       11
<PAGE>