Willow Park Contract



Exhibit 10.33

PURCHASE
AND SALE CONTRACT

BETWEEN

NATIONAL
PROPERTY INVESTORS 5,

a California limited partnership

AS
SELLER

AND

WIMSATT
CONSTRUCTION COMPANY, INC.,

a Kentucky corporation

AS
PURCHASER

WILLOW
PARK ON LAKE ADELAIDE
375 Palm Springs
Drive
Altamonte Springs, FL 32701




TABLE OF CONTENTS

Page

 

	
ARTICLE
I
	
DEFINED
TERMS
	
4

	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
4

	
 
	
2.1
	
Purchase
and Sale
	
4

	
 
	
2.2
	
Purchase
Price and Deposit
	
4

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
5

	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
6

	
 
	
3.1
	
Feasibility
Period
	
6

	
 
	
3.2
	
Expiration
of Feasibility Period
	
6

	
 
	
3.3
	
Conduct
of Investigation
	
6

	
 
	
3.4
	
Purchaser
Indemnification
	
7

	
 
	
3.5
	
Property
Materials
	
8

	
 
	
3.6
	
Property
Contracts
	
9

	
ARTICLE
IV
	
TITLE
	
9

	
 
	
4.1
	
Title
Documents
	
9

	
 
	
4.2
	
Survey
	
9

	
 
	
4.3
	
Objection
and Response Process
	
10

	
 
	
4.4
	
Permitted
Exceptions
	
10

	
 
	
4.5
	
Assumed
Encumbrances
	
10

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
13

	
 
	
4.7
	
Purchaser
Financing
	
13

	
ARTICLE
V
	
CLOSING
	
14

	
 
	
5.1
	
Closing
Date
	
14

	
 
	
5.2
	
Seller
Closing Deliveries
	
14

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
15

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
15

	
 
	
5.5
	
Post
Closing Adjustments
	
19

	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
PURCHASER
	
19

	
 
	
6.1
	
Seller’s
Representations
	
19

	
 
	
6.2
	
AS-IS
	
20

	
 
	
6.3
	
Survival
of Seller’s Representations
	
21

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
21

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
21

	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
22

	
 
	
7.1
	
Leases
and Property Contracts
	
22

	
 
	
7.2
	
General
Operation of Property
	
23

	
 
	
7.3
	
Liens
	
23

	
 
	
7.4
	
Tax
Appeals
	
23

	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
24

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
24

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
24

	
ARTICLE
IX
	
BROKERAGE
	
25

	
 
	
9.1
	
Indemnity
	
25

	
 
	
9.2
	
Broker
Commission
	
25

	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
25

	
 
	
10.1
	
Purchaser
Default
	
25

	
 
	
10.2
	
Seller
Default
	
26

	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
27

	
 
	
11.1
	
Major
Damage
	
27

	
 
	
11.2
	
Minor
Damage
	
27

	
 
	
11.3
	
Closing
	
27

	
 
	
11.4
	
Repairs
	
28

	
ARTICLE
XII
	
EMINENT
DOMAIN
	
28

	
 
	
12.1
	
Eminent
Domain
	
28

	
ARTICLE
XIII
	
MISCELLANEOUS
	
28

	
 
	
13.1
	
Binding
Effect of Contract
	
28

	
 
	
13.2
	
Exhibits
and Schedules
	
28

	
 
	
13.3
	
Assignability
	
28

	
 
	
13.4
	
Captions
	
29

	
 
	
13.5
	
Number
and Gender of Words
	
29

	
 
	
13.6
	
Notices
	
29

	
 
	
13.7
	
Governing
Law and Venue
	
31

	
 
	
13.8
	
Entire
Agreement
	
31

	
 
	
13.9
	
Amendments
	
31

	
 
	
13.10
	
Severability
	
31

	
 
	
13.11
	
Multiple
Counterparts/Facsimile Signatures
	
32

	
 
	
13.12
	
Construction
	
32

	
 
	
13.13
	
Confidentiality
	
32

	
 
	
13.14
	
Time
of the Essence
	
32

	
 
	
13.15
	
Waiver
	
32

	
 
	
13.16
	
Attorneys’
Fees
	
32

	
 
	
13.17
	
Time
Zone/Time Periods
	
33

	
 
	
13.18
	
1031
Exchange
	
33

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of
	
 

	
 
	
 
	
Seller’s
Partners
	
33

	
 
	
13.20
	
No
Exclusive Negotiations
	
33

	
 
	
13.21
	
ADA
Disclosure
	
33

	
 
	
13.22
	
No
Recording
	
34

	
 
	
13.23
	
Relationship
of Parties
	
34

	
 
	
13.24
	
Intentionally
Omitted
	
34

	
 
	
13.25
	
AIMCO
Marks
	
34

	
 
	
13.26
	
Non-Solicitation
of Employees
	
34

	
 
	
13.27
	
Survival
	
34

	
 
	
13.28
	
Multiple
Purchasers
	
34

	
 
	
13.29
	
Radon
Gas
	
35

	
 
	
13.30
	
Energy
Efficiency
	
35

	  ARTICLE XIV			LEAD-BASED PAINT DISCLOSURE	  35
	
 
	
14.1
	
Disclosure
	
35

	
 
	
14.2
	
Consent
Agreement
	
35

	
 
	
 
	
 
	
 

							


 

EXHIBITS
AND SCHEDULES

Exhibit
A                     
Legal Description
Exhibit
B                     
Form of Special Warranty Deed
Exhibit
C                     
Form of Bill of Sale
Exhibit
D                     
Form of General Assignment
Exhibit
E                      
Form of Assignment and Assumption of Leases and Security Deposits
Exhibit
F                      
Form of Vendor Termination Notices
Exhibit
G                     
Form of Tenant Notification Letter
Exhibit
H                     
Lead-Based Paint Disclosure
Exhibit
I                       
Lead-Based Paint Report

Schedule
1                  
Defined Terms
Schedule
1.1.19           List of
Excluded Permits
Schedule
1.1.24           List of
Excluded Fixtures and Tangible Personal Property
Schedule
3.5               
List of Materials


PURCHASE AND SALE CONTRACT

THIS
PURCHASE AND SALE CONTRACT (this “Contract”) is entered
into as of the 2nd day of March, 2009 (the “Effective
Date”), by and between NATIONAL PROPERTY INVESTORS 5, a
California limited partnership, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and
WIMSATT CONSTRUCTION COMPANY, INC., a Kentucky corporation, having a
principal address at 4910 Bardstown Road, Louisville, Kentucky 40291,
Attention:  George Wimsatt (“Purchaser”).

NOW,
THEREFORE, in consideration of mutual covenants set forth herein, Seller and
Purchaser hereby agree as follows:

RECITALS

A.                
Seller owns the real estate located in Seminole County, Florida, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as Willow Park on Lake
Adelaide.

B.                
Purchaser desires to purchase, and Seller desires to sell, such land,
improvements and certain associated property, on the terms and conditions set
forth below.

ARTICLE I
DEFINED
TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in Schedule 1 attached hereto
and made a part hereof.

ARTICLE II
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT

2.1             
Purchase and Sale.

 
Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees
to purchase the Property from Seller, all in accordance with the terms and
conditions set forth in this Contract.

2.2             
Purchase Price and Deposit.

 
The total purchase price (“Purchase Price”) for the Property shall be an
amount equal to Eight Million Five Hundred Thousand and 00/100 ($8,500,000.00),
payable by Purchaser, as follows:

2.2.1       
Within 2 Business Days following the Effective Date, Purchaser
shall deliver to First American Title Insurance Company, 2233 Lee Road, Suite
110, Winter Park, Florida 32789, Attention: Stephanie Lollis, Telephone: (407)
691-5276, Facsimile: (866) 360-6137 (“Escrow Agent”) an initial
deposit (the “Initial Deposit”) of $100,000 by wire transfer of
immediately available funds (“Good Funds”).

2.2.2       
On or before the day that the Feasibility Period expires,
Purchaser shall deliver to Escrow Agent an additional deposit (the
“Additional Deposit”) of $100,000 by wire transfer of Good
Funds.

2.2.3       
At the Closing, subject to the occurrence of the Loan Assumption
and Release, Purchaser shall receive a credit against the Purchase Price in the
amount of the outstanding principal balance of the Notes, together with all
accrued but unpaid interest (if any) thereon, as of the Closing Date (the
“Loan Balance”).

2.2.4       
The balance of the Purchase Price for the Property shall be paid
to and received by Escrow Agent by wire transfer of Good Funds no later than
10:00 a.m. on the Closing Date.

2.3             
Escrow Provisions Regarding Deposit.

                       
2.3.1       
Escrow Agent shall hold the Deposit and make delivery of the
Deposit to the party entitled thereto under the terms of this Contract. 
Escrow Agent shall invest the Deposit in such short-term, high-grade securities,
interest-bearing bank accounts, money market funds or accounts, bank
certificates of deposit or bank repurchase contracts as Escrow Agent, in its
discretion, deems suitable, and all interest and income thereon shall become
part of the Deposit and shall be remitted to the party entitled to the Deposit
pursuant to this Contract.

2.3.2       
Escrow Agent shall hold the Deposit until the earlier occurrence
of (i) the Closing Date, at which time the Deposit shall be applied against the
Purchase Price, or released to Seller pursuant to Section 10.1, or
(ii) the date on which Escrow Agent shall be authorized to disburse the Deposit
as set forth in Section 2.3.3.  The tax identification numbers
of the parties shall be furnished to Escrow Agent upon request.

2.3.3       
If prior to the Closing Date either party makes a written demand
upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written
notice to the other party of such demand.  If Escrow Agent does not receive
a written objection from the other party to the proposed payment within 5
Business Days after the giving of such notice, Escrow Agent is hereby authorized
to make such payment.  If Escrow Agent does receive such written objection
within such 5-Business Day period, Escrow Agent shall continue to hold such
amount until otherwise directed by written instructions from the parties to this
Contract or a final judgment or arbitrator’s decision.  However, Escrow
Agent shall have the right at any time to deliver the Deposit and interest
thereon, if any, with a court of competent jurisdiction in the state in which
the Property is located.  Escrow Agent shall give written notice of such
deposit to Seller and Purchaser.  Upon such deposit, Escrow Agent shall be
relieved and discharged of all further obligations and responsibilities
hereunder.  Any return of the Deposit to Purchaser provided for in this
Contract shall be subject to Purchaser’s obligations set forth in
Section 3.5.2.

2.3.4       
The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, and that Escrow Agent
shall not be deemed to be the agent of either of the parties for any act or
omission on its part unless taken or suffered in bad faith in willful disregard
of this Contract or involving gross negligence.  Seller and Purchaser
jointly and severally shall indemnify and hold Escrow Agent harmless from and
against all costs, claims and expenses, including reasonable attorney’s fees,
incurred in connection with the performance of Escrow Agent’s duties hereunder,
except with respect to actions or omissions taken or suffered by Escrow Agent in
bad faith, in willful disregard of this Contract or involving gross negligence
on the part of the Escrow Agent.

2.3.5       
The parties shall deliver to Escrow Agent an executed copy of this
Contract.  Escrow Agent shall execute the signature page for Escrow Agent
attached hereto which shall confirm Escrow Agent’s agreement to comply with the
terms of Seller’s closing instruction letter delivered at Closing and the
provisions of this Section 2.3.

2.3.6       
Escrow Agent, as the person responsible for closing the
transaction within the meaning of Section 6045(e)(2)(A) of the Internal
Revenue Code of 1986, as amended (the “Code”), shall file all
necessary information, reports, returns, and statements regarding the
transaction required by the Code including, but not limited to, the tax reports
required pursuant to Section 6045 of the Code.  Further, Escrow Agent
agrees to indemnify and hold Purchaser, Seller, and their respective attorneys
and brokers harmless from and against any Losses resulting from Escrow Agent’s
failure to file the reports Escrow Agent is required to file pursuant to this
section.

2.3.7       
One (1) Business Day prior to the Closing, Purchaser shall direct
Escrow Agent to wire the Deposit to Title Insurer, at which time the Title
Insurer shall become the Escrow Agent for purposes of this Contract. 


ARTICLE III
FEASIBILITY PERIOD

3.1             
Feasibility Period.

 
Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants under the Leases, from the
Effective Date to and including the date which is 45 days after the Effective
Date (the “Feasibility Period”), Purchaser, and its agents, contractors,
engineers, surveyors, attorneys, and employees (collectively,
“Consultants”) shall, at no cost or expense to Seller, have the right
from time to time to enter onto the Property to conduct and make any and all
customary studies, tests, examinations, inquiries, inspections and
investigations of or concerning the Property, review the Materials and otherwise
confirm any and all matters which Purchaser may reasonably desire to confirm
with respect to the Property and Purchaser’s intended use thereof (collectively,
the “Inspections”).

3.2             
Expiration of Feasibility Period.

 
If any of the matters in Section 3.1 or any other title or survey
matters are unsatisfactory to Purchaser for any reason, or for no reason
whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall
have the right to terminate this Contract by giving written notice to that
effect to Seller and Escrow Agent no later than 5:00 p.m. on or before the date
of expiration of the Feasibility Period.  If Purchaser provides such
notice, this Contract shall terminate and be of no further force and effect
subject to and except for the Survival Provisions, and Escrow Agent shall return
the Initial Deposit to Purchaser.  If Purchaser fails to provide Seller
with written notice of termination prior to the expiration of the Feasibility
Period, Purchaser’s right to terminate under this Section 3.2 shall
be permanently waived and this Contract shall remain in full force and effect,
the Deposit shall be non-refundable, and Purchaser’s obligation to purchase the
Property shall be conditional only as provided in Section 8.1.

3.3             
Conduct of Investigation.

 
Purchaser shall not permit any mechanics’ or materialmen’s liens or any other
liens to attach to the Property by reason of the performance of any work or the
purchase of any materials by Purchaser or any other party in connection with any Inspections conducted by or for Purchaser.  Purchaser
shall give reasonable advance notice to Seller prior to any entry onto the
Property and shall permit Seller to have a representative present during all
Inspections conducted at the Property.  Purchaser shall take all reasonable
actions and implement all protections necessary to ensure that all actions taken
in connection with the Inspections, and all equipment, materials and substances
generated, used or brought onto the Property pose no material threat to the
safety of persons, property or the environment.

3.4             
Purchaser Indemnification.

                       
3.4.1       
Purchaser shall indemnify, hold harmless and, if requested by
Seller (in Seller’s sole discretion), defend (with counsel approved by Seller)
Seller, together with Seller’s affiliates, parent and subsidiary entities,
successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders, counsel, representatives, agents, Property
Manager, Regional Property Manager, and AIMCO (collectively, including Seller,
“Seller’s Indemnified Parties”), from and against any and all
damages, mechanics’ liens, materialmen’s liens, liabilities, penalties,
interest, losses, demands, actions, causes of action, claims, costs and expenses
(including reasonable attorneys’ fees, including the cost of in-house counsel
and appeals) (collectively, “Losses”) arising from or related to
Purchaser’s or its Consultants’ entry onto the Property, and any Inspections or
other acts by Purchaser or Purchaser’s Consultants with respect to the Property
during the Feasibility Period or otherwise.

3.4.2       
Notwithstanding anything in this Contract to the contrary,
Purchaser shall not be permitted to perform any invasive tests (including any
environmental or structural testing which would require invasion of the
Property) on the Property without Seller's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed.  If Purchaser
desires to perform any invasive tests, Purchaser shall give prior written notice
thereof to Seller, which notice shall be accompanied by a detailed description
of the invasive tests Purchaser desires to perform.  Seller shall, within
three (3) Business Days after receiving such notice from Purchaser, approve or
disapprove such invasive testing.  If Seller fails to respond to
Purchaser’s request within such three (3) Business Day period, Seller shall be
deemed to have disapproved Purchaser’s request to perform such invasive
testing.  Further, Seller shall have the right, without limitation, to
disapprove any and all entries, surveys, tests (including, without limitation, a
Phase II environmental study of the Property), investigations and other matters
that in Seller’s reasonable judgment could result in any injury to the Property
or breach of any contract, or expose Seller to any Losses or violation of
applicable law, or otherwise adversely affect the Property or Seller’s interest
therein.  Purchaser shall use reasonable efforts to minimize disruption to
Tenants in connection with Purchaser’s or its Consultants’ activities pursuant
to this Section.  No consent by Seller to any such activity shall be deemed
to constitute a waiver by Seller or assumption of liability or risk by
Seller.  Purchaser hereby agrees to restore, at Purchaser’s sole cost and
expense, the Property to the same condition existing immediately prior to
Purchaser’s exercise of its rights pursuant to this Article III. 
Purchaser shall maintain and cause its third party consultants to maintain (a)
casualty insurance and commercial general liability insurance with coverages of
not less than $1,000,000.00 for injury or death to any one person and
$3,000,000.00 for injury or death to more than one person and $1,000,000.00 with
respect to property damage, and (b) worker’s compensation insurance for all of
their respective employees in accordance with the law of the state in which the
Property is located.  Purchaser shall deliver proof of the insurance
coverage required pursuant to this Section 3.4.2 to Seller (in
the form of a certificate of insurance) prior to the
earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto the
Property, or (ii) the expiration of 5 days after the Effective Date.

3.5             
Property Materials.

                        3.5.1       
Within 5 Business Days after the Effective Date, and to the extent
the same exist and are in Seller’s possession or reasonable control (subject to
Section 3.5.2), Seller agrees to make the documents set forth on
Schedule 3.5 (together with any other documents or information provided
by Seller or its agents to Purchaser with respect to the Property, the
“Materials”) available at the Property for review and copying by
Purchaser at Purchaser’s sole cost and expense.  In the alternative, at
Seller’s option and within the foregoing time period, Seller may deliver some or
all of the Materials to Purchaser, or make the same available to Purchaser on a
secure web site (Purchaser agrees that any item to be delivered by Seller under
this Contract shall be deemed delivered to the extent available to Purchaser on
such secured web site).  To the extent that Purchaser determines that any
of the Materials have not been made available or delivered to Purchaser pursuant
to this Section 3.5.1, Purchaser shall notify Seller and Seller
shall use commercially reasonable efforts to deliver the same to Purchaser
within 5 Business Days after such notification is received by Seller; provided,
however, that under no circumstances will the Feasibility Period be extended and
Purchaser’s sole remedy will be to terminate this Contract pursuant to
Section 3.2.

3.5.2       
In providing the Materials to Purchaser, other than Seller’s
Representations, Seller makes no representation or warranty, express, written,
oral, statutory, or implied, and all such representations and warranties are
hereby expressly excluded and disclaimed.  All Materials are provided for
informational purposes only and, together with all Third-Party Reports, shall be
returned by Purchaser to Seller (or the destruction thereof shall be certified
in writing by Purchaser to Seller) as a condition to return of the Deposit to
Purchaser if this Contract is terminated for any reason.  Recognizing that
the Materials delivered or made available by Seller pursuant to this Contract
may not be complete or constitute all of such documents which are in Seller’s
possession or control, but are those that are readily and reasonably available
to Seller, Purchaser shall not in any way be entitled to rely upon the
completeness or accuracy of the Materials and will instead in all instances rely
exclusively on its own Inspections and Consultants with respect to all matters
which it deems relevant to its decision to acquire, own and operate the
Property.

3.5.3       
In addition to the items set forth on Schedule 3.5, no
later than 5 Business Days after the Effective Date, Seller shall deliver to
Purchaser (or otherwise make available to Purchaser as provided under
Section 3.5.1) the most recent rent roll for the Property listing
the move-in date, monthly base rent payable, lease expiration date and unapplied
security deposit for each Lease (the “Rent Roll”).  Seller
makes no representations or warranties regarding the Rent Roll other than the
express representation set forth in Section 6.1.6.

3.5.4       
In addition to the items set forth on Schedule 3.5, no
later than 5 Business Days after the Effective Date, Seller shall deliver to
Purchaser (or otherwise make available to Purchaser as provided under
Section 3.5.1) a list of all current Property Contracts (the
“Property Contracts
List”).  Seller makes no representations or warranties regarding
the Property Contracts List other than the express representations set forth in
Section 6.1.7.

3.6             
Property Contracts.

 
On or before the expiration of the Feasibility Period, Purchaser may deliver
written notice to Seller (the “Property Contracts Notice”) specifying any
Property Contracts which Purchaser desires to terminate at the Closing (the
“Terminated Contracts”); provided that (a) the effective date of such
termination on or after Closing shall be subject to the express terms of such
Terminated Contracts, (b) if any such Property Contract cannot by its terms be
terminated at Closing, it shall be assumed by Purchaser and not be a Terminated
Contract, and (c) to the extent that any such Terminated Contract requires
payment of a penalty, premium, or damages, including liquidated damages, for
cancellation, Purchaser shall be solely responsible for the payment of any such
cancellation fees, penalties, or damages, including liquidated damages.  If
Purchaser fails to deliver the Property Contracts Notice on or before the
expiration of the Feasibility Period, then there shall be no Terminated
Contracts and Purchaser shall assume all Property Contracts at the
Closing.  If Purchaser delivers the Property Contracts Notice to Seller on
or before the expiration of the Feasibility Period, then simultaneously
therewith, Purchaser shall deliver to Seller a vendor termination notice (in the
form attached hereto as Exhibit F) for each Terminated Contract informing
the vendor(s) of the termination of such Terminated Contract as of the Closing
Date (subject to any delay in the effectiveness of such termination pursuant to
the express terms of each applicable Terminated Contract) (the “Vendor
Terminations”).  Seller shall sign the Vendor Terminations prepared by
Purchaser, and deliver them to all applicable vendors.  To the extent that
any Property Contract to be assigned to Purchaser requires vendor consent, then,
prior to the Closing, Purchaser may attempt to obtain from each applicable
vendor a consent (each a “Required Assignment Consent”) to such
assignment.  Purchaser shall indemnify, hold harmless and, if requested by
Seller (in Seller’s sole discretion), defend (with counsel approved by Seller)
Seller’s Indemnified Parties from and against any and all Losses arising from or
related to Purchaser’s failure to obtain any Required Assignment Consent.

ARTICLE IV
TITLE

4.1             
Title Documents.

 
Purchaser acknowledges that, prior to the Effective Date, Purchaser has received
from First American Title Insurance Company of New York, 633 Third Avenue, New
York, New York 10017, Attention:  Linda J. Isaacson, Telephone:
212-850-0664, Facsimile: 212-331-1467 (the “Title Insurer”) and
has reviewed, a commitment for owner’s title insurance, title no.
NCS-384452-CLW2 with regard to the Property (“Title Commitment”)
to provide an American Land Title Association owner’s title insurance policy for
the Property, using the current policy jacket customarily provided by the Title
Insurer, in an amount equal to the Purchase Price (the “Title
Policy”), together with copies of all instruments identified as
exceptions therein (together with the Title Commitment, referred to herein as
the “Title Documents”).  Purchaser shall be responsible for
payment of all premiums for the Title Policy and for payment of all other costs
relating to procurement of the Title Commitment, the Title Policy, and any
requested endorsements.

4.2             
Survey.

 
Purchaser acknowledges that, prior to the Effective Date, Seller has delivered
to Purchaser a copy of the existing survey of the Property dated January 29,
2008 and prepared by Millman Surveying (the
“Existing Survey”).  Purchaser may, at its sole cost and
expense, order a new or updated survey of the Property either before or after
the Effective Date (such new or updated survey together with the Existing
Survey, is referred to herein as the “Survey”).

4.3             
Objection and Response Process.

 
On or before the date which is 20 days after the Effective Date (the
“Objection Deadline”), Purchaser shall give written notice (the
“Objection Notice”) to the attorneys for Seller of any matter set
forth in the Title Documents and the Survey to which Purchaser objects (the
“Objections”).  If Purchaser fails to tender an Objection
Notice on or before the Objection Deadline, Purchaser shall be deemed to have
approved and irrevocably waived any objections to any matters covered by the
Title Documents and the Survey.  On or before 25 days after the Effective
Date (the “Response Deadline”), Seller may, in Seller’s sole discretion,
give Purchaser notice (the “Response Notice”) of those Objections which
Seller is willing to cure, if any.  Seller shall be entitled to reasonable
adjournments of the Closing Date to cure the Objections.  If Seller fails
to deliver a Response Notice by the Response Deadline, Seller shall be deemed to
have elected not to cure or otherwise resolve any matter set forth in the
Objection Notice.  If Purchaser is dissatisfied with the Response Notice or
the lack of Response Notice, Purchaser may, as its exclusive remedy, exercise
its right to terminate this Contract prior to the expiration of the Feasibility
Period in accordance with the provisions of Section 3.2.  If Purchaser
fails to timely exercise such right, Purchaser shall be deemed to accept the
Title Documents and Survey with resolution, if any, of the Objections set forth
in the Response Notice (or if no Response Notice is tendered, without any
resolution of the Objections) and without any reduction or abatement of the
Purchase Price.

4.4             
Permitted Exceptions.

 
The Deed delivered pursuant to this Contract shall be subject to the following,
all of which shall be deemed “Permitted Exceptions”:

4.4.1       
All matters shown in the Title Documents and the Survey, other
than (a) those Objections, if any, which Seller has agreed to cure pursuant to
the Response Notice under Section 4.3, (b) mechanics’ liens and
taxes due and payable with respect to the period preceding Closing, (c) the
standard exception regarding the rights of parties in possession, which shall be
limited to those parties in possession pursuant to the Leases, and (d) the
standard exception pertaining to taxes, which shall be limited to taxes and
assessments payable in the year in which the Closing occurs and subsequent taxes
and assessments;

4.4.2       
All Leases;

4.4.3       
The Assumed Encumbrances;

4.4.4       
Applicable zoning and governmental regulations and
ordinances;

4.4.5       
Any defects in or objections to title to the Property, or title
exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.6       
The terms and conditions of this Contract.

4.5             
Assumed Encumbrances.

                        
4.5.1       
Purchaser recognizes and agrees that, in connection with certain
loans made to Seller (collectively, the “Loans”) the Property
presently is encumbered by (a) a Multifamily Mortgage, Assignment of Rents and
Security Agreement granted by Seller to GMAC Commercial Mortgage Corporation
(“GMAC”) dated December 15, 1999 and recorded in Seminole County
Official Records Book 3776, Page 826 (the “First Mortgage”), (b) a
Multifamily Mortgage, Assignment of Rents and Security Agreement granted by
Seller to GMAC dated December 1, 2005 and recorded in the Seminole County
Official Records Book 6031, Page 512 (the “Second Mortgage”) and
(c) a Multifamily Mortgage, Assignment of Rents and Security Agreement granted
by Seller to Capmark Bank dated August 31, 2007 and recorded in Seminole County
Official Records Book 6816, Page 877 (the “Third Mortgage”) (the
First Mortgage, Second Mortgage and Third Mortgage being herein collectively
called the “Assumed Mortgages”) and certain other security and
related documents in connection with the Loans (collectively, the “Assumed
Encumbrances”).  The Loans are evidenced by (a) that certain
Amended and Restated Multifamily Note dated December 1, 2005 in the stated
principal amount of $3,387,088, (b) that certain Multifamily Note dated December
1, 2005 in the stated principal amount of $2,900,000 and (c) that certain
Multifamily Note dated August 31, 2007 in the stated principal amount of
$800,000 (collectively, the “Notes,” and together with the Assumed
Mortgages, the Assumed Encumbrances and any other documents executed by Seller
in connection with the Loans, the “Assumed Loan Documents”),
executed by Seller and payable to the order of the Lenders.  Within 10 days
after the Effective Date, Seller agrees that it will make available to Purchaser
(in the same manner in which Seller is permitted to make the Materials available
to Purchaser under Section 3.5.1) copies of the Assumed Loan
Documents which are in Seller’s possession or reasonable control (subject to
Section 3.5.2).

4.5.2       
Purchaser agrees that, at the Closing, (a) Purchaser shall assume
Seller’s obligations under the Notes and all of the other Assumed Loan Documents
and accept title to the Property subject to the Assumed Mortgages and the
Assumed Encumbrances, and (b) the Lenders shall release Seller, as well
as any guarantors and other obligated parties under the Assumed Loan Documents,
from all obligations under the Assumed Loan Documents (and any related
guarantees or letters of credit), including, without limitation, any obligation
to make payments of principal and interest under the Notes (collectively, the
foregoing (a) and (b) referred to herein as the “Loan Assumption and
Release”).  Purchaser acknowledges and agrees that (x) certain of
the provisions of the Assumed Loan Documents may have been negotiated for the
exclusive benefit of Seller, AIMCO or their respective affiliates (the
“Specific AIMCO Provisions”), and (y) unless each Lender otherwise
agrees in such Lender’s sole and arbitrary discretion, Purchaser will not be
permitted to assume the benefit of the Specific AIMCO Provisions and the same
shall be of no further force or effect from and after the Closing Date.

4.5.3       
Purchaser further acknowledges that the Assumed Loan Documents
require the satisfaction by Purchaser of certain requirements as set forth
therein to allow for the Loan Assumption and Release.  Accordingly,
Purchaser, at its sole cost and expense and within 15 days after the Effective
Date (the “Loan Assumption Application Submittal Deadline”), shall
satisfy the requirements set forth in the Assumed Loan Documents to allow for
the Loan Assumption and Release, including, without limitation, submitting a
complete application to Lenders for assumption of the Loans together with all
documents and information required in connection therewith (the “Loan
Assumption Application”).  Purchaser agrees to provide Seller with
a copy of the Loan Assumption Application no later than 2 Business Days prior to
the Loan Assumption Application Submittal Deadline and
shall provide evidence of its submission to Lenders on or before the Loan
Assumption Application Submittal Deadline.  Purchaser acknowledges and
agrees that Purchaser is solely responsible for the preparation and submittal of
the Loan Assumption Application, including the collection of all materials,
documents, certificates, financials, signatures, and other items required to be
submitted to Lenders in connection with the Loan Assumption Application.

4.5.4       
Purchaser shall comply with Lenders’ assumption guidelines in
connection with the Loan Assumption and Release and if required by Lenders,
Purchaser shall cause George Wimsatt, or at Purchaser’s option, such other
person or entity acceptable to Lenders, to execute and deliver a customary
“non-recourse carve-out” guaranty and customary environmental indemnity in favor
of Lenders.  Purchaser shall be responsible at its sole cost and expense
for correcting and re-submitting any deficiencies noted by Lenders in connection
with the Loan Assumption Application no later than 3 Business Days after
notification from such Lender of such deficiency.  Purchaser also shall
provide Seller with a copy of any correspondence from a Lender with respect to
the Loan Assumption Application no later than 3 Business Days after receipt of
such correspondence from such Lender.  Purchaser acknowledges that such
Lender’s assumption guidelines may not be consistent with the provisions of the
Assumed Loan Documents concerning the Loan Assumption and Release. 
Purchaser shall coordinate with such Lender to comply with the appropriate
provisions of both the Assumed Loan Documents and such Lender’s assumption
guidelines in order to allow for the Loan Assumption and Release.

4.5.5       
Purchaser shall pay all fees and expenses (including, without
limitation, all servicing fees and charges, transfer fees, assumption fees,
title fees, endorsement fees, and other fees to release Seller of all liability
under the Loans) imposed or charged by the Lenders or its counsel (such fees and
expenses collectively being referred to as the “Lenders Fees”), in
connection with the Loan Assumption Application and the Loan Assumption and
Release.

4.5.6       
Seller shall assign all of its right, title and interest in and to
all reserves, impounds and other accounts held by Lenders in connection with the
Loans and at Closing, Purchaser shall pay to Seller an amount equal to the
balance of such reserves, impounds and accounts so assigned.  Additionally,
Purchaser shall be responsible for funding any additional or increased reserves,
impounds or accounts required by Lenders to be maintained by Purchaser in
connection with the Loans after the Loan Assumption and Release (the
“Required Loan Fund Amounts”).

4.5.7       
Purchaser agrees promptly to deliver to the Lenders all documents
and information required by the Assumed Loan Documents, and such other
information or documentation as the Lenders reasonably may request, including,
without limitation, financial statements, income tax returns and other financial
information for Purchaser and any required guarantor.  Seller agrees that
it will cooperate with Purchaser and Lenders, at no cost or expense to Seller,
in connection with Purchaser’s application to Lenders for approval of the Loan
Assumption and Release.

4.5.8       
No later than 10 days after the Effective Date, Purchaser shall
order a Phase I Environmental study (prepared by an environmental engineer
reasonably acceptable to Seller and Lenders), and covenants that such Phase I
Environmental study shall be delivered to Seller and
Lenders no later than 10 days prior to the Closing Date in connection with and
as a precondition to the Loan Assumption and Release.

4.5.9       
Purchaser shall be in default hereunder if (i) Purchaser fails to
submit a complete Loan Assumption Application for each of the Loans by the Loan
Assumption Application Submittal Deadline, or (ii) Purchaser fails to use best
efforts to obtain Lenders’ consent to the Loan Assumption and Release prior to
the Closing Date, in either of which events Seller may terminate this Contract
and the Deposit shall be immediately released by the Escrow Agent to
Seller.  If (a) Purchaser fully complies with its obligations under this
Contract (including this Section 4.5) and the requirements of the Assumed
Loan Documents in connection with obtaining the Loan Assumption and Release, (b)
Purchaser uses best efforts to obtain the Loan Assumption and Release and (c)
Purchaser is unable to obtain the consent of the Lenders to the Loan Assumption
and Release by the Closing Date, then Purchaser shall have the right, on or
before the Closing Date, to give Escrow Agent notice terminating this Contract
based solely on the fact that the Loan Assumption and Release has not been
approved by Lenders, in which event this Contract shall be of no further force
and effect, subject to and except for the Survival Provisions, and Escrow Agent
shall forthwith return the Deposit to Purchaser.

4.6             
Subsequently Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, any update to the
Title Commitment discloses any additional item that materially adversely affects
title to the Property which was not disclosed on any version of or update to the
Title Commitment delivered to Purchaser during the Feasibility Period (the
“New Exception”), Purchaser shall have a period of 5 days from the
date of its receipt of such update (the “New Exception Review
Period”) to review and notify Seller in writing of Purchaser’s approval
or disapproval of the New Exception.  If Purchaser disapproves of the New
Exception, Seller may, in Seller’s sole discretion, notify Purchaser as to
whether it is willing to cure (or cause the Title Insurer to remove or otherwise
insure over) the New Exception.  If Seller elects to cure the New
Exception, Seller shall be entitled to reasonable adjournments of the Closing
Date to cure the New Exception.  If Seller fails to deliver a notice to
Purchaser within 3 days after the expiration of the New Exception Review Period,
Seller shall be deemed to have elected not to cure the New Exception.  If
Purchaser is dissatisfied with Seller’s response, or lack thereof, Purchaser
may, as its exclusive remedy elect either:  (i) to terminate this Contract,
in which event the Deposit shall be promptly returned to Purchaser or (ii) to
waive the New Exception and proceed with the transactions contemplated by this
Contract, in which event Purchaser shall be deemed to have approved the New
Exception.  If Purchaser fails to notify Seller of its election to
terminate this Contract in accordance with the foregoing sentence within 6 days
after the expiration of the New Exception Review Period, Purchaser shall be
deemed to have elected to approve and irrevocably waive any objections to the
New Exception.

4.7             
Purchaser Financing.

 
Except as otherwise provided under Section 4.5.9 above with respect to
the Loan Assumption and Release, Purchaser assumes full responsibility to obtain
the funds required for settlement, and Purchaser’s acquisition of such funds
shall not be a contingency to the Closing.

ARTICLE
V
CLOSING

5.1             
Closing Date.

 
The Closing shall occur on May 1, 2009 at the time set forth in
Section 2.2.4 (the “Closing Date”) through
an escrow with Title Insurer, whereby Seller, Purchaser and their attorneys need
not be physically present at the Closing and may deliver documents by overnight
air courier or other means.  Notwithstanding the foregoing to the contrary,
Seller shall have the option, by delivering written notice to Purchaser, to
extend the Closing Date to the last Business Day of the month in which the
Closing Date otherwise would occur pursuant to the preceding sentence, in
connection with the Loan Assumption and Release.  Further, the
Closing Date may be extended without penalty at the option of Seller to a date
not later than 45 days following the Closing Date specified in the first
sentence of this paragraph above (or, if applicable, as extended by Seller
pursuant to the second sentence of this paragraph).

5.2             
Seller Closing Deliveries.

 
No later than 1 Business Day prior to the Closing Date, Seller shall deliver to
Title Insurer, each of the following items:

5.2.1       
Special Warranty Deed (the “Deed”) in the form
attached as Exhibit B to Purchaser, subject to the Permitted
Exceptions.

5.2.2       
A Bill of Sale in the form attached as Exhibit C.

5.2.3       
A General Assignment in the form attached as Exhibit D (the
“General Assignment”).

5.2.4       
An Assignment of Leases and Security Deposits in the form attached
as Exhibit E (the “Leases Assignment”).

5.2.5       
Seller’s closing statement.

5.2.6       
A title affidavit or an indemnity form reasonably acceptable to
Seller, which is sufficient to enable Title Insurer to delete the standard
pre-printed exceptions to the title insurance policy to be issued pursuant to
the Title Commitment.

5.2.7       
A certification of Seller’s non-foreign status pursuant to
Section 1445 of the Internal Revenue Code of 1986, as amended.

5.2.8       
Resolutions, certificates of good standing, and such other
organizational documents as Title Insurer shall reasonably require evidencing
Seller’s authority to consummate this transaction.

5.2.9       
An updated Rent Roll effective as of a date no more than 3
Business Days prior to the Closing Date; provided, however, that the content of
such updated Rent Roll shall in no event expand or modify the conditions to
Purchaser’s obligation to close as specified under
Section 8.1.

5.2.10    An updated
Property Contracts List effective as of a date no more than 3 Business Days
prior to the Closing Date; provided, however, that the content of such updated
Property Contracts List shall in no event expand or
modify the conditions to Purchaser’s obligation to close as specified under
Section 8.1.

5.2.11    Such other
documents as are reasonably necessary to consummate the transactions herein
contemplated in accordance with the terms of this Contract. 

5.3             
Purchaser Closing Deliveries.

 
No later than 1 Business Day prior to the Closing Date (except for the balance
of the Purchase Price which is to be delivered at the time specified in
Section 2.2.3), Purchaser shall deliver to Title Insurer (for
disbursement to Seller upon the Closing) the following items:

5.3.1       
The full Purchase Price (with credit for the Deposit and, if
applicable, the Loan Balance), plus or minus the adjustments or prorations
required by this Contract.

5.3.2       
A title affidavit or an indemnity form (pertaining to Purchaser’s
activity on the Property prior to Closing), reasonably acceptable to Purchaser,
which is sufficient to enable Title Insurer to delete the standard pre-printed
exceptions to the title insurance policy to be issued pursuant to the Title
Commitment.

5.3.3       
Any declaration or other statement which may be required to be
submitted to the local assessor.

5.3.4       
Purchaser’s closing statement.

5.3.5       
A countersigned counterpart of the General Assignment.

5.3.6       
A countersigned counterpart of the Leases Assignment.

5.3.7       
Notification letters to all Tenants prepared and executed by
Purchaser in the form attached hereto as Exhibit G, which shall be
delivered to all Tenants by Purchaser immediately after Closing.

5.3.8       
Any cancellation fees or penalties due to any vendor under any
Terminated Contract as a result of the termination thereof.

5.3.9       
Resolutions, certificates of good standing, and such other
organizational documents as Title Insurer shall reasonably require evidencing
Purchaser’s authority to consummate this transaction.

5.3.10    All
documents, instruments, guaranties, Lenders Fees, Required Loan Fund Amounts,
and other items or funds required by the Lenders to cause the Loan Assumption
and Release.

5.3.11    Such other
documents as are reasonably necessary to consummate the transactions herein
contemplated in accordance with the terms of this Contract. 

5.4             
Closing Prorations and Adjustments.

                       
5.4.1       
General.  All normal and customarily proratable
items, including, without limitation, collected rents, operating expenses,
personal property taxes, other operating expenses and fees, shall be prorated as
of the Closing Date, Seller being charged or credited, as appropriate, for all
of same attributable to the period up to the Closing Date (and credited for any
amounts paid by Seller attributable to the period on or after the Closing Date,
if assumed by Purchaser) and Purchaser being responsible for, and credited or
charged, as the case may be, for all of the same attributable to the period on
and after the Closing Date.  Seller shall prepare a proration schedule (the
“Proration Schedule”) of the adjustments described in this
Section 5.4 prior to Closing.

5.4.2       
Operating Expenses.  All of the operating,
maintenance, taxes (other than real estate taxes), and other expenses incurred
in operating the Property that Seller customarily pays, and any other costs
incurred in the ordinary course of business for the management and operation of
the Property, shall be prorated on an accrual basis.  Seller shall pay all
such expenses that accrue prior to the Closing Date and Purchaser shall pay all
such expenses that accrue from and after the Closing Date.

5.4.3       
Utilities.  The final readings and final
billings for utilities will be made if possible as of the Closing Date, in which
case Seller shall pay all such bills as of the Closing Date and no proration
shall be made at the Closing with respect to utility bills.  Otherwise, a
proration shall be made based upon the parties’ reasonable good faith
estimate.  Seller shall be entitled to the return of any deposit(s) posted
by it with any utility company, and Seller shall notify each utility company
serving the Property to terminate Seller’s account, effective as of noon on the
Closing Date.

5.4.4       
Real Estate Taxes.  Any real estate ad valorem
or similar taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the calendar year of Closing, shall
be prorated to the date of Closing, based upon actual days involved.  The
proration of real property taxes or installments of assessments shall be based
upon the assessed valuation and tax rate figures (assuming payment at the
earliest time to allow for the maximum possible discount) for the year in which
the Closing occurs to the extent the same are available; provided, however, that
in the event that actual figures (whether for the assessed value of the Property
or for the tax rate) for the year of Closing are not available at the Closing
Date, the proration shall be made using figures from the preceding year
(assuming payment at the earliest time to allow for the maximum possible
discount).  The proration of real property taxes or installments of
assessments shall be final and not subject to re-adjustment after
Closing.

5.4.5       
Property Contracts.  Purchaser shall assume at
Closing the obligations under the Property Contracts assumed by Purchaser;
however, operating expenses shall be prorated under
Section 5.4.2.

5.4.6       
Leases.

5.4.6.1 
All collected rent (whether fixed monthly rentals, additional
rentals, escalation rentals, retroactive rentals, operating cost pass-throughs
or other sums and charges payable by Tenants under the Leases), income and
expenses from any portion of the Property shall be prorated as of the Closing
Date.  Purchaser shall receive all collected rent and income attributable to dates from and after the Closing
Date.  Seller shall receive all collected rent and income attributable to
dates prior to the Closing Date.  Notwithstanding the foregoing, no
prorations shall be made in relation to either (a) non-delinquent rents which
have not been collected as of the Closing Date, or (b) delinquent rents
existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to
herein as the “Uncollected Rents”).  In adjusting for
Uncollected Rents, no adjustments shall be made in Seller’s favor for rents
which have accrued and are unpaid as of the Closing, but Purchaser shall pay
Seller such accrued Uncollected Rents as and when collected by Purchaser. 
Purchaser agrees to bill Tenants of the Property for all Uncollected Rents and
to take reasonable actions to collect Uncollected Rents.  Notwithstanding
the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be
limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s
collection of rents shall be applied, first, towards current rent due and owing
under the Leases, and second, to Uncollected Rents.  After the Closing,
Seller shall continue to have the right, but not the obligation, in its own
name, to demand payment of and to collect Uncollected Rents owed to Seller by
any Tenant, which right shall include, without limitation, the right to continue
or commence legal actions or proceedings against any Tenant and the delivery of
the Leases Assignment shall not constitute a waiver by Seller of such right;
provided however, that the foregoing right of Seller shall be limited to actions
seeking monetary damages and, in no event, shall Seller seek to evict any
Tenants in any action to collect Uncollected Rents.  Purchaser agrees to
cooperate with Seller in connection with all efforts by Seller to collect such
Uncollected Rents and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of the foregoing,
including, without limitation, the delivery to Seller, within 7 days after a
written request, of any relevant books and records (including, without
limitation, rent statements, receipted bills and copies of tenant checks used in
payment of such rent), the execution of any and all consents or other documents,
and the undertaking of any act reasonably necessary for the collection of such
Uncollected Rents by Seller; provided, however, that Purchaser’s obligation to
cooperate with Seller pursuant to this sentence shall not obligate Purchaser to
terminate any Tenant lease with an existing Tenant or evict any existing Tenant
from the Property.

5.4.6.2 
At Closing, Purchaser shall receive a credit against the Purchase
Price in an amount equal to the received and unapplied balance of all cash (or
cash equivalent) Tenant Deposits, including, but not limited to, security,
damage or other refundable deposits paid by any of the Tenants to secure their
respective obligations under the Leases, together, in all cases, with any
interest payable to the Tenants thereunder as may be required by their
respective Tenant Lease or state law (the “Tenant Security Deposit
Balance”).  Any cash (or cash equivalents) held by Seller which
constitutes the Tenant Security Deposit Balance shall be retained by Seller in
exchange for the foregoing credit against the Purchase Price and shall not be
transferred by Seller pursuant to this Contract (or any of the documents
delivered at Closing), but the obligation with respect to the Tenant Security
Deposit Balance nonetheless shall be assumed by Purchaser.  The Tenant
Security Deposit Balance shall not include any non-refundable deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise.

5.4.7       
Existing Loans.  Seller shall be responsible
for all principal required to be paid under the terms of the Notes prior to
Closing, together with all interest accrued under the Notes prior to Closing,
all of which may be a credit against the Purchase Price as provided in
Section 2.2.3.  Purchaser shall be responsible for all Lenders
Fees and all other fees, penalties, interest and other amounts due and owing
under the Assumed Loan Documents as a result of the Loan Assumption and Release.  As set forth in
Section 4.5.6, the amount of any existing reserves, impounds and
other accounts maintained in connection with the Loans and assigned to Purchaser
shall be paid in Good Funds to Seller at Closing.

5.4.8       
Insurance.  No proration shall be made in
relation to insurance premiums and insurance policies will not be assigned to
Purchaser.  Seller shall have the risk of loss of the Property until 11:59
p.m. the day prior to the Closing Date, after which time the risk of loss shall
pass to Purchaser and Purchaser shall be responsible for obtaining its own
insurance thereafter.

5.4.9       
Employees.  All of Seller’s and Seller’s
manager’s on-site employees shall have their employment at the Property
terminated as of the Closing Date.

5.4.10   
Closing Costs.  Purchaser shall pay (a) any
sales, use, gross receipts or similar taxes, except as otherwise provided in the
last sentence of this Section 5.4.10, (b) the cost of recording any
instruments required to discharge any liens or encumbrances against the
Property, (c) any premiums or fees required to be paid by Purchaser with respect
to the Title Policy pursuant to Section 4.1, and (iv) one-half of
the customary closing costs of the Escrow Agent (except that Purchaser shall pay
any sums required by First American Title Insurance Company for administering
the escrow of the Deposit from its Winter Park, Florida office rather than from
its office in New York City).  Seller shall pay one-half of the customary
closing costs of the Escrow Agent.  Purchaser shall pay all documentary
stamp taxes due in connection with the Loan Assumption and Release.  The
transfer tax imposed on the conveyance and the recording of the Deed shall be
shared equally by Seller and Purchaser.

5.4.11   
Utility Contracts.  If Seller has entered into
an agreement for the purchase of electricity, gas or other utility service for
the Property or a group of properties (including the Property) (a “Utility
Contract”), or an affiliate of Seller has entered into a Utility
Contract, then, at the option of Seller, either (a) Purchaser either shall
assume the Utility Contract with respect to the Property, or (b) the reasonably
calculated costs of the Utility Contract attributable to the Property from and
after the Closing shall be paid to Seller at the Closing and Seller shall remain
responsible for payments under the Utility Contract.

5.4.12   
Possession.  Possession of the Property,
subject to the Leases, Property Contracts, other than Terminated Contracts, and
Permitted Exceptions, shall be delivered to Purchaser at the Closing upon
release from escrow of all items to be delivered by Purchaser pursuant to
Section 5.3.  To the extent reasonably available to Seller,
originals or copies of the Leases and Property Contracts, lease files,
warranties, guaranties, operating manuals, keys to the property, and Seller’s
books and records (other than proprietary information) (collectively,
“Seller’s Property-Related Files and Records”) regarding the
Property shall be made available to Purchaser at the Property after the
Closing.  Purchaser agrees, for a period of not less than three (3) years
after the Closing (the “Records Hold Period”), to (a) provide and
allow Seller reasonable access to Seller’s Property-Related Files and Records
for purposes of inspection and copying thereof, and (b) reasonably maintain and
preserve Seller’s Property-Related Files and Records.  If at any time after
the Records Hold Period, Purchaser desires to dispose of Seller’s
Property-Related Files and Records, Purchaser must first provide Seller prior
written notice (the “Records Disposal Notice”).  Seller shall
have a period of 30 days after receipt of the Records Disposal Notice to enter
the Property (or such other location where such records are then stored) and remove or copy those of Seller’s Property-Related Files
and Records that Seller desires to retain.

5.5             
Post Closing Adjustments.

 
Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust
any item on the Proration Schedule (or any item omitted therefrom), with the
exception of real property taxes which shall be final and not subject to
readjustment, in accordance with the provisions of Section 5.4 of
this Contract; provided, however, that neither party shall have any obligation
to re-adjust any items (a) after the expiration of 60 days after Closing, or (b)
subject to such 60-day period, unless such items exceed $5,000.00 in magnitude
(either individually or in the aggregate).

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND
PURCHASER

6.1             
Seller’s Representations.

 
Except, in all cases, for any fact, information or condition disclosed in the
Title Documents, the Permitted Exceptions, the Property Contracts, or the
Materials, or which is otherwise known by Purchaser prior to the Closing, Seller
represents and warrants to Purchaser the following (collectively, the
“Seller’s Representations”) as of the Effective Date and as of the
Closing Date; provided that Purchaser’s remedies if any such Seller’s
Representations are untrue as of the Closing Date are limited to those set forth
in Section 8.1:

6.1.1       
Seller is validly existing and in good standing under the laws of
the state of its formation set forth in the initial paragraph of this Contract;
and, subject to Section 8.2.4 and any approvals required from
Lenders for the Loan Assumption and Release, has or at the Closing shall have
the entity power and authority to sell and convey the Property and to execute
the documents to be executed by Seller and prior to the Closing will have taken
as applicable, all corporate, partnership, limited liability company or
equivalent entity actions required for the execution and delivery of this
Contract, and the consummation of the transactions contemplated by this
Contract.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which Seller is
a party or by which Seller is otherwise bound, which conflict, breach or default
would have a material adverse affect on Seller’s ability to consummate the
transaction contemplated by this Contract or on the Property.  Subject to
Section 8.2.4, this Contract is a valid and binding agreement
against Seller in accordance with its terms;

6.1.2       
Seller is not a “foreign person,” as that term is used and defined
in the Internal Revenue Code, Section 1445, as amended;

6.1.3       
Except for (a) any actions by Seller to evict Tenants under the
Leases, or (b) any matter covered by Seller’s current insurance policy(ies), to
Seller’s knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property which will adversely impact Seller’s ability to convey the
Property;

6.1.4       
To Seller’s knowledge, Seller has not received any written notice
from a governmental agency of any uncured material violations of any federal,
state, county or municipal law, ordinance, order, regulation or requirement
affecting the Property;

6.1.5       
To Seller’s knowledge, Seller has not received any written notice
of any material default by Seller under any of the Property Contracts that will
not be terminated on the Closing Date;

6.1.6       
To Seller’s knowledge, the Rent Roll (as updated pursuant to
Section 5.2.9) is accurate in all material respects; and

6.1.7       
To Seller’s knowledge, the Property Contracts List (as updated
pursuant to Section 5.2.10) is accurate in all material
respects.

6.2             
AS-IS.

 
Except for Seller’s Representations, the Property is expressly purchased and
sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”  The Purchase Price and
the terms and conditions set forth herein are the result of arm’s-length
bargaining between entities familiar with transactions of this kind, and said
price, terms and conditions reflect the fact that Purchaser shall have the
benefit of, and is not relying upon, any information provided by Seller or
Broker or statements, representations or warranties, express or implied, made by
or enforceable directly against Seller or Broker, including, without limitation,
any relating to the value of the Property, the physical or environmental
condition of the Property, any state, federal, county or local law, ordinance,
order or permit; or the suitability, compliance or lack of compliance of the
Property with any regulation, or any other attribute or matter of or relating to
the Property (other than any covenants of title contained in the Deed conveying
the Property and Seller’s Representations).  Purchaser agrees that Seller
shall not be responsible or liable to Purchaser for any defects, errors or
omissions (except if such errors or omissions are a result of intentional,
willful and knowing fraud on the part of Seller), or on account of any
conditions affecting the Property.  Purchaser, its successors and assigns,
and anyone claiming by, through or under Purchaser, hereby fully releases
Seller’s Indemnified Parties from, and irrevocably waives its right to maintain,
any and all claims and causes of action that it or they may now have or
hereafter acquire against Seller’s Indemnified Parties with respect to any and
all Losses arising from or related to any defects, errors, omissions or other
conditions affecting the Property.  Purchaser represents and warrants that,
as of the date hereof and as of the Closing Date, it has and shall have reviewed
and conducted such independent analyses, studies (including, without limitation,
environmental studies and analyses concerning the presence of lead, asbestos,
water intrusion and/or fungal growth and any resulting damage, PCBs and radon in
and about the Property), reports, investigations and inspections as it deems
appropriate in connection with the Property.  If Seller  provides or
has provided any documents, summaries, opinions or work product of consultants,
surveyors, architects, engineers, title companies, governmental authorities or
any other person or entity with respect to the Property, including, without
limitation, the offering prepared by Broker, Purchaser and Seller agree that
Seller has done so or shall do so only for the convenience of both parties,
Purchaser shall not rely thereon and the reliance by Purchaser upon any such
documents, summaries, opinions or work product shall not create or give rise to
any liability of or against Seller’s Indemnified Parties.  Purchaser
acknowledges and agrees that no representation has been made and no
responsibility is assumed by Seller with respect to current and future
applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or
regulations, the financial earning capacity or expense history of the Property,
the continuation of contracts, continued occupancy levels of the Property, or
any part thereof, or the continued occupancy by tenants of any Leases or,
without limiting any of the foregoing, occupancy at Closing.  Prior to
Closing, Seller shall have the right, but not the obligation, to enforce its
rights against any and all Property occupants, guests or tenants. 
Purchaser agrees that the departure or removal, prior to Closing, of any of such
guests, occupants or tenants shall not be the basis for, nor shall it give rise
to, any claim on the part of Purchaser, nor shall it affect the obligations of
Purchaser under this Contract in any manner whatsoever; and Purchaser shall
close title and accept delivery of the Deed with or without such tenants in
possession and without any allowance or reduction in the Purchase Price under
this Contract.  Purchaser hereby releases Seller from any and all claims
and liabilities relating to the foregoing matters.

6.3             
Survival of Seller’s Representations.

 
Seller and Purchaser agree that Seller’s Representations shall survive Closing
for a period of 6 months (the “Survival Period”).  Seller
shall have no liability after the Survival Period with respect to Seller’s
Representations contained herein except to the extent that Purchaser has
requested arbitration against Seller during the Survival Period for breach of
any of Seller’s Representations.  Under no circumstances shall Seller be
liable to Purchaser for more than $300,000 in any individual instance or in the
aggregate for all breaches of Seller’s Representations, nor shall Purchaser be
entitled to bring any claim for a breach of Seller’s Representations unless the
claim for damages (either in the aggregate or as to any individual claim) by
Purchaser exceeds $5,000.  In the event that Seller breaches any
representation contained in Section 6.1 and Purchaser had knowledge of such
breach prior to the Closing Date, and elected to close regardless, Purchaser
shall be deemed to have waived any right of recovery, and Seller shall not have
any liability in connection therewith.

6.4             
Definition of Seller’s Knowledge.

 
Any representations and warranties made “to the knowledge of Seller” shall not
be deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller’s “knowledge” shall mean and refer only to actual
knowledge of the Regional Property Manager and shall not be construed to refer
to the knowledge of any other partner, officer, director, agent, employee or
representative of Seller, or any affiliate of Seller, or to impose upon such
Regional Property Manager any duty to investigate the matter to which such
actual knowledge or the absence thereof pertains, or to impose upon such
Regional Property Manager any individual personal liability.  As used
herein, the term “Regional Property Manager” shall refer to Gina
Bowie who is the regional property manager handling this Property.

6.5             
Representations and Warranties of Purchaser.

 
For the purpose of inducing Seller to enter into this Contract and to consummate
the sale and purchase of the Property in accordance herewith, Purchaser
represents and warrants to Seller the following as of the Effective Date and as
of the Closing Date:

6.5.1       
Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of Kentucky.

6.5.2       
Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary entity power and authority to
own and use its properties and to transact the business in which it is engaged,
and has full power and authority to enter into this Contract, to execute and
deliver the documents and instruments required of Purchaser herein, and to
perform its obligations hereunder; and no consent of any of Purchaser’s
partners, directors, officers or members are required to so empower or authorize
Purchaser.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which Purchaser
is a party or by which Purchaser is otherwise bound, which conflict, breach or
default would have a material adverse affect on Purchaser’s ability to
consummate the transaction contemplated by this Contract.  This Contract is
a valid, binding and enforceable agreement against Purchaser in accordance with
its terms.

6.5.3       
No pending or, to the knowledge of Purchaser, threatened
litigation exists which if determined adversely would restrain the consummation
of the transactions contemplated by this Contract or would declare illegal,
invalid or non-binding any of Purchaser’s obligations or covenants to
Seller.

6.5.4       
Other than Seller’s Representations, Purchaser has not relied on
any representation or warranty made by Seller or any representative of Seller
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Property.

6.5.5       
The Broker and its affiliates do not, and will not at the Closing,
have any direct or indirect legal, beneficial, economic or voting interest in
Purchaser (or in an assignee of Purchaser, which pursuant to
Section 13.3, acquires the Property at the Closing), nor has
Purchaser or any affiliate of Purchaser granted (as of the Effective Date or the
Closing Date) the Broker or any of its affiliates any right or option to acquire
any direct or indirect legal, beneficial, economic or voting interest in
Purchaser.

6.5.6       
Purchaser is not a Prohibited Person.

6.5.7       
To Purchaser’s knowledge, none of its investors, affiliates or
brokers or other agents (if any), acting or benefiting in any capacity in
connection with this Contract is a Prohibited Person.

6.5.8       
The funds or other assets Purchaser will transfer to Seller under
this Contract are not the property of, or beneficially owned, directly or
indirectly, by a Prohibited Person.

6.5.9       
The funds or other assets Purchaser will transfer to Seller under
this Contract are not the proceeds of specified unlawful activity as defined by
18 U.S.C. § 1956(c)(7).

ARTICLE
VII
OPERATION OF THE PROPERTY

7.1             
Leases and Property Contracts.

 
During the period of time from the Effective Date to the Closing Date, in the
ordinary course of business Seller may enter into new Property Contracts, new Leases, renew existing Leases or modify,
terminate or accept the surrender or forfeiture of any of the Leases, modify any
Property Contracts, or institute and prosecute any available remedies for
default under any Lease or Property Contract without first obtaining the written
consent of Purchaser; provided, however, Seller agrees that any such new
Property Contracts or any new or renewed Leases shall not have a term in excess
of 1 year without the prior written consent of Purchaser, which consent shall
not be unreasonably withheld, conditioned or delayed.

7.2             
General Operation of Property.

 
Except as specifically set forth in this Article VII, Seller shall operate the
Property after the Effective Date in the ordinary course of business, and except
as necessary in Seller’s sole discretion to address (a) any life or safety issue
at the Property or (b) any other matter which in Seller’s reasonable discretion
materially adversely affects the use, operation or value of the Property, Seller
will not make any material alterations to the Property or remove any material
Fixtures and Tangible Personal Property without the prior written consent of
Purchaser which consent shall not be unreasonably withheld, denied or
delayed.

7.3             
Liens.

 
Other than utility easements and temporary construction easements granted by
Seller in the ordinary course of business, Seller covenants that it will not
voluntarily create or cause any lien or encumbrance to attach to the Property
between the Effective Date and the Closing Date (other than Leases and Property
Contracts as provided in Section 7.1) unless Purchaser approves such lien
or encumbrance, which approval shall not be unreasonably withheld, conditioned
or delayed.  If Purchaser approves any such subsequent lien or encumbrance,
the same shall be deemed a Permitted Encumbrance for all purposes hereunder.

7.4             
Tax Appeals.

 
If any tax reduction proceedings, tax protest proceedings or tax assessment
appeals for the Property, relating to any fiscal years through and including
fiscal year 2009, are pending at the time of Closing, Seller reserves and shall
have the right to continue to prosecute and/or settle the same without the
consent of Purchaser.  Seller hereby reserves and shall have the exclusive
right, at any time after the Closing Date, to institute a tax reduction
proceeding, tax protest proceeding or tax assessment appeal for the Property
with respect to real estate taxes attributable to fiscal years 2008 and/or 2009
and Seller shall have the right to prosecute and/or settle the same without the
consent of Purchaser.  Purchaser agrees that it shall not independently
institute any tax reduction proceedings, tax protest proceedings, or tax
assessment appeals for the Property with respect to the 2008 and the 2009 tax
years.  Purchaser shall cooperate with Seller in connection with the
prosecution and/or settlement of any such tax reduction proceedings, tax protest
proceedings or tax assessment appeals, including executing such documents as
Seller may reasonably request in order for Seller to prosecute and/or settle any
such proceedings.  Any refunds or savings in the payment of taxes resulting
from any tax reduction proceedings, tax protest proceedings or tax assessment
appeals applicable to the period prior to the Closing Date shall belong to
Seller and any refunds or savings in the payment of taxes applicable to the
period from and after the Closing Date shall belong to Purchaser.  The
provisions of this Section 7.4 shall survive the Closing.

 

ARTICLE
VIII
CONDITIONS PRECEDENT TO CLOSING

8.1             
Purchaser’s Conditions to Closing.

 
Purchaser’s obligation to close under this Contract shall be subject to and
conditioned upon the fulfillment of the following conditions precedent:

8.1.1       
All of the documents required to be delivered by Seller to
Purchaser at the Closing pursuant to the terms and conditions hereof shall have
been delivered;

8.1.2       
Each of Seller’s Representations shall be true in all material
respects as of the Closing Date;

8.1.3       
Seller shall have complied with, fulfilled and performed in all
material respects each of the covenants, terms and conditions to be complied
with, fulfilled or performed by Seller hereunder;

8.1.4       
Neither Seller nor Seller’s general partner shall be a debtor in
any bankruptcy proceeding nor shall have been in the last 6 months a debtor in
any bankruptcy proceeding; and

8.1.5       
The Loan Assumption and Release shall have occurred. 

Notwithstanding
anything to the contrary, there are no other conditions to Purchaser’s
obligation to Close except as expressly set forth in this
Section 8.1.  If any condition set forth in
Sections 8.1.1, 8.1.3, 8.1.4 or 8.1.5 is not
met, Purchaser may (a) waive any of the foregoing conditions and proceed to
Closing on the Closing Date with no offset or deduction from the Purchase Price,
or (b) if such failure constitutes a default by Seller, exercise any of its
remedies pursuant to Section 10.2.  If the condition set forth
in Section 8.1.2 is not met, Seller shall not be in default pursuant
to Section 10.2, and Purchaser may, as its sole and exclusive
remedy, (i) notify Seller of Purchaser’s election to terminate this Contract and
receive a return of the Deposit from the Escrow Agent, or (ii) waive such
condition and proceed to Closing on the Closing Date with no offset or deduction
from the Purchase Price.

8.2             
Seller’s Conditions to Closing.

 
Without limiting any of the rights of Seller elsewhere provided for in this
Contract, Seller’s obligation to close with respect to conveyance of the
Property under this Contract shall be subject to and conditioned upon the
fulfillment of the following conditions precedent:

8.2.1       
All of the documents and funds required to be delivered by
Purchaser to Seller at the Closing pursuant to the terms and conditions hereof
shall have been delivered;

8.2.2       
Each of the representations, warranties and covenants of Purchaser
contained herein shall be true in all material respects as of the Closing
Date;

8.2.3       
Purchaser shall have complied with, fulfilled and performed in all
material respects each of the covenants, terms and conditions to be complied
with, fulfilled or performed by Purchaser hereunder;

8.2.4       
Seller shall have received all consents, documentation and
approvals necessary to consummate and facilitate the transactions contemplated
hereby, including, without limitation, a tax free exchange pursuant to
Section 13.18 (and the amendment of Seller’s (or Seller’s
affiliates’) partnership or other organizational documents in connection
therewith), (a) from Seller’s partners, members, managers, shareholders or
directors to the extent required by Seller’s (or Seller’s affiliates’)
organizational documents, and (b) as required by law;

8.2.5       
There shall not be any pending litigation or, to the knowledge of
either Purchaser or Seller, any litigation threatened in writing, which, if
adversely determined, would restrain the consummation of any of the transactions
contemplated by this Contract or declare illegal, invalid or nonbinding any of
the covenants or obligations of the Purchaser; and

8.2.6       
The Loan Assumption and Release shall have occurred.

If
any of the foregoing conditions to Seller’s obligation to close with respect to
conveyance of the Property under this Contract are not met, Seller may (a) waive
any of the foregoing conditions and proceed to Closing on the Closing Date, or
(b) terminate this Contract, and, if such failure constitutes a default by
Purchaser, exercise any of its remedies under Section 10.1.

ARTICLE IX
BROKERAGE

9.1             
Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with CB
Richard Ellis – Investment Properties – Multihousing, 189 S. Orange Avenue,
Suite 1900, Orlando, Florida 32801, Telephone: (407) 839-3103, Facsimile: (407)
404-5001, Attention: Shelton D. Granade, Jr. (“Broker”) in
connection with this Contract.  Seller and Purchaser each represents and
warrants to the other that, other than Broker, it has not dealt with or utilized
the services of any other real estate broker, sales person or finder in
connection with this Contract, and each party agrees to indemnify, hold
harmless, and, if requested in the sole and absolute discretion of the
indemnitee, defend (with counsel approved by the indemnitee) the other party
from and against all Losses relating to brokerage commissions and finder’s fees
arising from or attributable to the acts or omissions of the indemnifying
party.

9.2             
Broker Commission.

 
If the Closing occurs, Seller agrees to pay Broker a commission according to the
terms of a separate contract.  Broker shall not be deemed a party or third
party beneficiary of this Contract.  As a condition to Seller’s obligation
to pay the commission, Broker shall execute the signature page for Broker
attached hereto solely for purposes of confirming the matters set forth
therein.

ARTICLE X
DEFAULTS
AND REMEDIES

10.1         
Purchaser Default.

 
If Purchaser defaults in its obligations hereunder to (a) deliver the Initial
Deposit or Additional Deposit (or any other deposit or payment required of
Purchaser hereunder), (b) deliver to Seller the deliveries specified under
Section 5.3 on the date required thereunder, or (c) deliver the Purchase
Price at the time required by Section 2.2.4 and close on the purchase of
the Property on the Closing Date, then, immediately and without the right to receive notice or to cure pursuant to
Section 2.2.3, Purchaser shall forfeit the Deposit, and the Escrow Agent
shall deliver the Deposit to Seller, and neither party shall be obligated to
proceed with the purchase and sale of the Property.  If, Purchaser defaults
in any of its other representations, warranties or obligations under this
Contract, and such default continues for more than 10 days after written notice
from Seller, then Purchaser shall forfeit the Deposit, and the Escrow Agent
shall deliver the Deposit to Seller, and neither party shall be obligated to
proceed with the purchase and sale of the Property.  The Deposit is
liquidated damages and recourse to the Deposit is, except for Purchaser’s
indemnity and confidentiality obligations hereunder, Seller’s sole and exclusive
remedy for Purchaser’s failure to perform its obligation to purchase the
Property or breach of a representation or warranty.  Seller expressly
waives the remedies of specific performance and additional damages for such
default by Purchaser.  SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER’S
DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE
ESTIMATE OF SELLER’S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS
OBLIGATION TO PURCHASE THE PROPERTY.  SELLER AND PURCHASER FURTHER AGREE
THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES
DUE SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT
LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS
OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT, OTHER
THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER.

10.2         
Seller Default.

 
If Seller, prior to the Closing, defaults in its covenants or obligations under
this Contract, including to sell the Property as required by this Contract and
such default continues for more than 10 days after written notice from
Purchaser, then, at Purchaser’s election and as Purchaser’s sole and exclusive
remedy, either (a) this Contract shall terminate, and all payments and things of
value, including the Deposit, provided by Purchaser hereunder shall be returned
to Purchaser and Purchaser may recover, as its sole recoverable damages (but
without limiting its right to receive a refund of the Deposit), its direct and
actual out-of-pocket expenses and costs (documented by paid invoices to third
parties) in connection with this transaction, which damages shall not exceed
$50,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek
specific performance of Seller’s obligation to deliver the Deed pursuant to this
Contract (but not damages).  Purchaser may seek specific performance of
Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a
condition precedent to initiating such litigation for specific performance,
Purchaser first shall (i) deliver all Purchaser Closing documents to Title
Insurer in accordance with the requirements of this Contract, including, without
limitation, Sections 2.2.3 and 5.3 (with the exception
of Section 5.3.1); (ii) not otherwise be in default under this Contract;
and (iii) file suit therefor with the court on or before the 90th day after the
Closing Date; if Purchaser fails to file an action for specific performance
within 90 days after the Closing Date, then Purchaser shall be deemed to have
elected to terminate the Contract in accordance with subsection (a) above. 
Purchaser agrees that it shall promptly deliver to Seller an assignment of all
of Purchaser’s right, title and interest in and to (together with possession of)
all plans, studies, surveys, reports, and other materials paid for with the
out-of-pocket expenses reimbursed by Seller pursuant to the foregoing
sentence.  SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS
INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES
AVAILABLE TO PURCHASER, AND SHALL BE PURCHASER’S EXCLUSIVE
REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A
BREACH BY SELLER OF ITS COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.  UNDER NO CIRCUMSTANCES MAY
PURCHASER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,
SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER SPECIFICALLY WAIVES,
FROM SELLER FOR ANY BREACH BY SELLER, OF ITS COVENANTS OR ITS OBLIGATIONS UNDER
THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS
PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY
ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS
DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

ARTICLE XI
RISK OF
LOSS OR CASUALTY

11.1         
Major Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the “Repairs”), is
more than $1,000,000.00, then Seller shall have no obligation to make such
Repairs, and shall notify Purchaser in writing of such damage or destruction
(the “Damage Notice”).  Within 10 days after Purchaser’s
receipt of the Damage Notice, Purchaser may elect at its option to terminate
this Contract by delivering written notice to Seller in which event the Deposit
shall be refunded to Purchaser.  In the event Purchaser fails to terminate
this Contract within the foregoing 10-day period, this transaction shall be
closed in accordance with Section 11.3 below.

11.2         
Minor Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to the Closing, and the cost of Repairs is equal to or less than
$1,000,000.00, this transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In such event, Seller
may at its election endeavor to make such Repairs to the extent of any recovery
from insurance carried on the Property, if such Repairs can be reasonably
effected before the Closing.  Regardless of Seller’s election to commence
such Repairs, or Seller’s ability to complete such Repairs prior to Closing,
this transaction shall be closed in accordance with Section 11.3 below.

11.3         
Closing.

 
In the event Purchaser fails to terminate this Contract following a casualty as
set forth in Section 11.1, or in the event of a casualty as set forth in
Section 11.2, then this transaction shall be closed in accordance with the
terms of the Contract, at Seller’s election, either (i) for the full
Purchase Price, notwithstanding any such casualty, in which case Purchaser
shall, at Closing, execute and deliver an assignment and assumption (in a form
reasonably required by Seller) of Seller’s rights and obligations with respect
to the insurance claim related to such casualty, and thereafter Purchaser shall
receive all insurance proceeds pertaining to such claim, less any amounts which
may already have been spent by Seller for Repairs (plus a credit against the
Purchase Price at Closing in the amount of any deductible payable by Seller in
connection therewith); or (ii) for the full Purchase Price less a credit to
Purchaser in the amount necessary to complete such Repairs
(less any amounts which may already have been spent by Seller for Repairs).

11.4         
Repairs.

 
To the extent that Seller elects to commence any Repairs prior to Closing, then
Seller shall be entitled to receive and apply available insurance proceeds to
any portion of such Repairs completed or installed prior to Closing, with
Purchaser being responsible for completion of such Repairs after Closing. 
To the extent that any Repairs have been commenced prior to Closing, then the
Property Contracts shall include, and Purchaser shall assume at Closing, all
construction and other contracts entered into by Seller in connection with such
Repairs.

ARTICLE XII
EMINENT
DOMAIN

12.1         
Eminent Domain.

 
In the event that, at the time of Closing, any material part of the Property is
(or previously has been) acquired, or is about to be acquired, by any
governmental agency by the powers of eminent domain or transfer in lieu thereof
(or in the event that at such time there is any notice of any such acquisition
or intent to acquire by any such governmental agency), Purchaser shall have the
right, at Purchaser’s option, to terminate this Contract by giving written
notice within 10 days after Purchaser’s receipt from Seller of notice of the
occurrence of such event, and if Purchaser so terminates this Contract,
Purchaser shall recover the Deposit hereunder.  If Purchaser fails to
terminate this Contract within such 10-day period, this transaction shall be
closed in accordance with the terms of this Contract for the full Purchase Price
and Purchaser shall receive the full benefit of any condemnation award.  It
is expressly agreed between the parties hereto that this section shall in no way
apply to customary dedications for public purposes which may be necessary for
the development of the Property.

ARTICLE XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.

 
This Contract shall not be binding on either party until executed by both
Purchaser and Seller.  Neither the Escrow Agent’s nor the Broker’s
execution of this Contract shall be a prerequisite to its effectiveness. 
Subject to Section 13.3, this Contract shall be binding upon and inure to
the benefit of Seller and Purchaser, and their respective successors and
permitted assigns.

13.2         
Exhibits and Schedules.

 
All Exhibits and Schedules, whether or not annexed hereto, are a part of this
Contract for all purposes.

13.3         
Assignability.

 
Except to the extent required to comply with the provisions of
Section 13.18 related to a 1031 Exchange, this Contract is not assignable
by Purchaser without first obtaining the prior written approval of Seller. 
Notwithstanding the foregoing, Purchaser may assign this Contract, without first
obtaining the prior written approval of Seller, to one or more entities so long
as (a) Purchaser is an affiliate of the purchasing entity(ies), (b) Purchaser is
not released from its liability hereunder, and (c) Purchaser provides written
notice to Seller of any proposed assignment no later than 10 days prior to the
Closing Date.  As used herein, an affiliate is a
person or entity controlled by, under common control with, or controlling
another person or entity.

13.4         
Captions.

 
The captions, headings, and arrangements used in this Contract are for
convenience only and do not in any way affect, limit, amplify, or modify the
terms and provisions hereof.

13.5         
Number and Gender of Words.

 
Whenever herein the singular number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.

13.6         
Notices.

 
All notices, demands, requests and other communications required or permitted
hereunder shall be in writing, and shall be (a) personally delivered with a
written receipt of delivery; (b) sent by a nationally-recognized overnight
delivery service requiring a written acknowledgement of receipt or providing a
certification of delivery or attempted delivery; (c) sent by certified or
registered mail, return receipt requested; or (d) sent by confirmed facsimile
transmission or electronic delivery with an original copy thereof transmitted to
the recipient by one of the means described in subsections (a) through (c) no
later than 3 Business Days thereafter.  All notices shall be deemed
effective when actually delivered as documented in a delivery receipt; provided,
however, that if the notice was sent by overnight courier or mail as aforesaid
and is affirmatively refused or cannot be delivered during customary business
hours by reason of the absence of a signatory to acknowledge receipt, or by
reason of a change of address with respect to which the addressor did not have
either knowledge or written notice delivered in accordance with this paragraph,
then the first attempted delivery shall be deemed to constitute delivery. 
Each party shall be entitled to change its address for notices from time to time
by delivering to the other party notice thereof in the manner herein provided
for the delivery of notices.  All notices shall be sent to the addressee at
its address set forth following its name below:

To
Purchaser:

Wimsatt Construction Company, Inc.
c/o George
Wimsatt
4910 Bardstown Road
Louisville, Kentucky 40291
Telephone: 
(502) 495-2151
Facsimile:  (502) 495-2169

With
a copy to:

Walter
J. Swyers, Jr., Esq.
Attorney at Law
1930 National City Tower
101 So.
Fifth Street
Louisville, Kentucky 40202
Telephone: (502)
582-1891
Facsimile: (502) 582-1895

To Seller:

c/o AIMCO
4582 South Ulster Street
Parkway
Suite 1100
Denver, Colorado  80237
Attention:  Mark
Reoch and Brian Bornhorst
Telephone:  (303) 757-9101 (Mark Reoch) and
(303) 691-4472 (Brian Bornhorst)
Facsimile:  303-300-3261 (Mark Reoch
and Brian Bornhorst)

And:

c/o
AIMCO
4582 South Ulster Street Parkway
Suite 1100
Denver,
Colorado  80237
Attention:  Mr. Harry Alcock
Telephone: 
303-691-4344
Facsimile:  303-300-3282

with
copy to:

AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  John Spiegleman,
Esq.
Telephone: 303-691-4303
Facsimile:  720-200-6882

and
a copy to:

CB Richard Ellis
Investment Properties –
Multihousing
189 S. Orange Avenue
Suite 1900
Orlando, Florida
32801
Attention:  Shelton D. Granade, Jr.
Telephone: (407)
839-3109
Facsimile: (407) 404-5001

and a copy to:

Bryan Cave LLP
1290 Avenue of the
Americas
New York, New York 10104
Attention:  Sandor A. Green, Esq.

Telephone: 212-541-2049
Facsimile:  212-541-1449

Any
notice required hereunder to be delivered to the Escrow Agent shall be delivered
in accordance with above provisions as follows:

First
American Title Insurance Company 
2233 Lee Road
Suite 110
Winter Park,
Florida 32789
Attention: Stephanie Lollis
Telephone:
407-691-5276
Facsimile: 866-360-6137

Unless
specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must be delivered to the Escrow Agent in
order to be effective so long as it is delivered to the other party in
accordance with the above provisions.

13.7         
Governing Law and Venue.

 
The laws of the State of Florida shall govern the validity, construction,
enforcement, and interpretation of this Contract, unless otherwise specified
herein except for the conflict of laws provisions thereof.  All claims,
disputes and other matters in question arising out of or relating to this
Contract, or the breach thereof, shall be decided by proceedings instituted and
litigated in a court of competent jurisdiction in the state in which the
Property is situated, and the parties hereto expressly consent to the venue and
jurisdiction of such court.

13.8         
Entire Agreement.

 
This Contract embodies the entire Contract between the parties hereto concerning
the subject matter hereof and supersedes all prior conversations, proposals,
negotiations, understandings and contracts, whether written or oral.

13.9         
Amendments.

 
This Contract shall not be amended, altered, changed, modified, supplemented or
rescinded in any manner except by a written contract executed by all of the
parties; provided, however, that, (a) the signature of the Escrow Agent shall
not be required as to any amendment of this Contract other than an amendment of
Section 2.3, and (b) the signature of the Broker shall not be required as
to any amendment of this Contract

13.10     
Severability.

 
In the event that any part of this Contract shall be held to be invalid or
unenforceable by a court of competent jurisdiction, such provision shall be
reformed, and enforced to the maximum extent permitted by law.  If such
provision cannot be reformed, it shall be severed from this Contract and the
remaining portions of this Contract shall be valid and enforceable.

13.11     
Multiple Counterparts/Facsimile Signatures.

 
This Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of
signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.

13.12     
Construction.

 
No provision of this Contract shall be construed in favor of, or against, any
particular party by reason of any presumption with respect to the drafting of
this Contract; both parties, being represented by counsel, having fully
participated in the negotiation of this instrument.

13.13     
Confidentiality.

 
Purchaser shall not disclose the terms and conditions contained in this Contract
and shall keep the same confidential, provided that Purchaser may disclose the
terms and conditions of this Contract (a) as required by law, (b) to consummate
the terms of this Contract, or any financing relating thereto, or (c) to
Purchaser’s or Seller’s lenders, attorneys and accountants.  Any
information obtained by Purchaser in the course of its inspection of the
Property, and any Materials provided by Seller to Purchaser hereunder, shall be
confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its Consultants, without
Seller’s prior written authorization, which may be granted or denied in Seller’s
sole discretion.  In addition, Purchaser shall use its reasonable efforts
to prevent its Consultants from divulging any such confidential information to
any unrelated third parties except as reasonably necessary to third parties
engaged by Purchaser for the limited purpose of analyzing and investigating such
information for the purpose of consummating the transaction contemplated by this
Contract.  Unless and until the Closing occurs, Purchaser shall not market
the Property (or any portion thereof) to any prospective purchaser or lessee
without the prior written consent of Seller, which consent may be withheld in
Seller’s sole discretion.  Notwithstanding the provisions of
Section 13.8 Purchaser agrees that the covenants, restrictions and
agreements of Purchaser contained in any confidentiality agreement executed by
Purchaser prior to the Effective Date shall survive the execution of this
Contract and shall not be superseded hereby.

13.14     
Time of the Essence.

 
It is expressly agreed by the parties hereto that time is of the essence with
respect to this Contract and any aspect thereof.

13.15     
Waiver.

 
No delay or omission to exercise any right or power accruing upon any default,
omission, or failure of performance hereunder shall impair any right or power or
shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.  No
waiver, amendment, release, or modification of this Contract shall be
established by conduct, custom, or course of dealing and all waivers must be in
writing and signed by the waiving party.

13.16     
Attorneys’ Fees.

 
In the event either party hereto commences litigation or arbitration against the
other to enforce its rights hereunder, the prevailing party in such litigation
shall be entitled to recover from the other party its reasonable attorneys’ fees
and expenses incidental to such litigation and arbitration, including the cost
of in-house counsel and any appeals.

13.17     
Time Zone/Time Periods.

 
Any reference in this Contract to a specific time shall refer to the time in the
time zone where the Property is located.  (For example, a reference to 3:00
p.m. refers to 3:00 p.m. MST if the Property is located in Denver,
Colorado.)  Should the last day of a time period fall on a weekend or legal
holiday, the next Business Day thereafter shall be considered the end of the
time period.

13.18     
1031 Exchange.

 
Seller and Purchaser acknowledge and agree that the purchase and sale of the
Property may be part of a tax-free exchange for either Purchaser or Seller
pursuant to Section 1031 of the Code, the regulations promulgated
thereunder, revenue procedures, pronouncements and other guidance issued by the
Internal Revenue Service.  Each party hereby agrees to cooperate with each
other and take all reasonable steps on or before the Closing Date to facilitate
such exchange if requested by the other party, provided that (a) no party making
such accommodation shall be required to acquire any substitute property, (b)
such exchange shall not affect the representations, warranties, liabilities and
obligations of the parties to each other under this Contract, (c) no party
making such accommodation shall incur any additional cost, expense or liability
in connection with such exchange (other than expenses of reviewing and executing
documents required in connection with such exchange), and (d) no dates in this
Contract will be extended as a result thereof, except as specifically provided
herein.  Notwithstanding anything in this Section 13.18 to the
contrary, Seller shall have the right to extend the Closing Date (as extended
pursuant to Section 5.1) for up to 30 days in order to facilitate a
tax free exchange pursuant to this Section 13.18, and to obtain all
documentation in connection therewith.

13.19     
No Personal Liability of Officers, Trustees or Directors of
Seller’s Partners.

 
Purchaser acknowledges that this Contract is entered into by Seller which is a
California limited partnership, and Purchaser agrees that none of Seller’s
Indemnified Parties shall have any personal liability under this Contract or any
document executed in connection with the transactions contemplated by this
Contract.

13.20     
No Exclusive Negotiations.

 
Seller shall have the right, at all times prior to the expiration of the
Feasibility Period, to solicit backup offers and enter into discussions,
negotiations, or any other communications concerning or related to the sale of
the Property with any third-party; provided, however, that such communications
are subject to the terms of this Contract, and that Seller shall not enter into
any binding contract with a third-party for the sale of the Property unless such
contract is contingent on the termination of this Contract without the Property
having been conveyed to Purchaser.

13.21     
ADA Disclosure.

 
Purchaser acknowledges that the Property may be subject to the federal Americans
With Disabilities Act (the “ADA”) and the federal Fair Housing Act
(the “FHA”).  The ADA requires, among other matters, that
tenants and/or owners of “public accommodations” remove barriers in order to
make the Property accessible to disabled persons and provide auxiliary aids and
services for hearing, vision or speech impaired persons.  Seller makes no
warranty, representation or guarantee of any type or kind with respect to the
Property’s compliance with the ADA or the FHA (or any similar state or local
law), and Seller expressly disclaims any such representations.

13.22     
No Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without Seller’s prior written consent, which
consent may be withheld at Seller’s sole discretion.  If Purchaser records
this Contract or any other memorandum or evidence thereof, Purchaser shall be in
default of its obligations under this Contract.  Purchaser hereby appoints
Seller as Purchaser’s attorney-in-fact to prepare and record any documents
necessary to effect the nullification and release of the Contract or other
memorandum or evidence thereof from the public records.  This appointment
shall be coupled with an interest and irrevocable.

13.23     
Relationship of Parties.

 
Purchaser and Seller acknowledge and agree that the relationship established
between the parties pursuant to this Contract is only that of a seller and a
purchaser of property.  Neither Purchaser nor Seller is, nor shall either
hold itself out to be, the agent, employee, joint venturer or partner of the
other party.

13.24     
Intentionally omitted.

 

13.25     
AIMCO Marks.

 
Purchaser agrees that Seller, the Property Manager or AIMCO, or their respective
affiliates, are the sole owners of all right, title and interest in and to the
AIMCO Marks (or have the right to use such AIMCO Marks pursuant to license
agreements with third parties) and that no right, title or interest in or to the
AIMCO Marks is granted, transferred, assigned or conveyed as a result of this
Contract.  Purchaser further agrees that Purchaser will not use the AIMCO
Marks for any purpose.

13.26     
Non-Solicitation of Employees.

 
Prior to the expiration of the Feasibility Period, Purchaser acknowledges and
agrees that, without the express written consent of Seller, neither Purchaser
nor any of Purchaser’s employees, affiliates or agents shall solicit any of
Seller’s employees or any employees located at the Property (or any of Seller’s
affiliates’ employees located at any property owned by such affiliates) for
potential employment.

13.27     
Survival.

 
Except for (a) all of the provisions of this Article XIII (other than
Sections 13.18 and 13.20); (b)
Sections 2.3, 3.3, 3.4, 3.5, 4.5.5, 4.5.6, 5.4, 5.5, 6.2, 6.5, 7.4, 9.1, 11.4, 14.1, and 14.2; (c) any other provisions in this Contract,
that by their express terms survive the termination or Closing; and (d) any
payment obligation of Purchaser under this Contract (the foregoing (a), (b), (c)
and (d) referred to herein as the “Survival Provisions”), none of
the terms and provisions of this Contract shall survive the termination of this
Contract, and if the Contract is not so terminated, all of the terms and
provisions of this Contract (other than the Survival Provisions, which shall
survive the Closing) shall be merged into the Closing documents and shall not
survive Closing.

13.28     
Multiple Purchasers.

 
As used in this Contract, the term “Purchaser” means all entities
acquiring any interest in the Property at the Closing, including, without
limitation, any assignee(s) of the original Purchaser pursuant to
Section 13.3 of this Contract.  In the event that “Purchaser” has any
obligations or makes any covenants, representations or warranties under this
Contract, the same shall be made jointly and severally by all entities being a
Purchaser hereunder.

13.29     
Radon Gas.

 
Radon is a naturally occurring radioactive gas that, when it has accumulated in
a building in sufficient quantities, may present health risks to persons who are
exposed to it over time.  Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida.  Additional information
regarding radon and radon testing may be obtained from your county health
department.  This paragraph is provided for informational purposes pursuant
to Section 404.056(5), Florida Statutes.

13.30     
Energy Efficiency.

 
Purchaser may have the building’s energy efficiency rating determined. 
Seller has, simultaneously with the execution hereof, delivered to Purchaser a
copy of the Florida Building Energy Efficiency Rating System pamphlet prepared
by the State of Florida Department of Community Affairs.  This paragraph is
provided for informational purposes pursuant to Section 553.996, Florida
Statutes.

ARTICLE XIV
LEAD–BASED PAINT DISCLOSURE

14.1         
Disclosure.

 
Seller and Purchaser hereby acknowledge delivery of the Lead Based Paint
Disclosure attached as Exhibit H hereto.

14.2         
Consent Agreement.

 
Testing (the “Testing”) has been performed at the Property with
respect to lead-based paint.  TRC/Environomics performed the Testing and
certified the Property as lead-based paint free on September 4, 2006, a copy of
which certification is attached hereto as Exhibit I (the
“Report”).  By execution hereof, Purchaser acknowledges
receipt of a copy of the Report, the Lead-Based Paint Disclosure Statement
attached hereto as Exhibit H, and acknowledges receipt of that certain
Consent Agreement (the “Consent Agreement”) by and among the
United States Environmental Protection Agency (executed December 19, 2001), the
United States Department of Housing and Urban Development (executed January 2,
2002), and AIMCO (executed December 18, 2001).  Because the Property has
been certified as lead-based paint free, Seller is not required under the
Consent Agreement to remediate or abate any lead-based paint condition at the
Property prior to the Closing.  Purchaser acknowledges and agrees that (1)
after Closing, Purchaser and the Property shall be subject to the Consent
Agreement and the provisions contained herein related thereto and (2) that
Purchaser shall not be deemed to be a third party beneficiary to the Consent
Agreement.

 [Remainder
of Page Intentionally Left Blank]


NOW, THEREFORE, the parties hereto have executed this
Contract as of the date first set forth above.

Seller:

NATIONAL PROPERTY INVESTORS 5,
a
California limited partnership

By:      
NPI EQUITY INVESTMENTS, INC.,
a Florida corporation, its General
Partner

By: 
/s/Brian J.
Bornhorst                                 

Name:  Brian J.
Bornhorst                          

Title:  Vice
President                                  


Purchaser:

WIMSATT
CONSTRUCTION COMPANY, INC.,
a Kentucky
corporation

By: 
/s/George M. Wimsatt,
Jr.                                     

Name:  George M. Wimsatt,
Jr.                             

Title: 
President