content: SECURITIES AND EXCHANGE COMMISSION
  
                                Washington, DC 20549
  
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
  
  
                      Pursuant to Section 13 or 15(d) of the
                         Securities and Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported) December 1, 1998
                                                         ----------------
  
                      Paine Webber Growth Properties Two LP
                      -------------------------------------
              (Exact name of registrant as specified in its charter)
  
       Delaware                       0-12085                      04-2798594
  --------------------------------------------------------------------------------
  (State or other jurisdiction)    (Commission                  (IRS Employer
          of incorporation          File Number)              Identification No.)
  
  
  
  265 Franklin Street, Boston, Massachusetts                            02110
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number, including area code (617) 439-8118
  
  
              (Former name or address, if changed since last report)
  
  
  
  
  
  
  
  <PAGE>
  
  
                                     FORM 8-K
                                  CURRENT REPORT
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  ITEM 2 - Disposition of Assets
  
        The Portland Center Apartment and Office Complex, Portland, Oregon
  
     Disposition Dates - December 1, 1998
  
        On December 1, 1998, Oregon Portland Associates,  a joint venture in which
  the Partnership has an interest,  sold the property known as the Portland Center
  Apartments and Office  Complex,  located in Portland,  Oregon,  to  EQR-Portland
  Center, L.L.C. ("EQR"), the designated assignee of the Partnership's  co-venture
  partner.  The  Partnership  had executed a purchase and sale  agreement  with an
  unrelated  third party which was then presented to the co-venture  partner under
  the right of first refusal provision of the joint venture  agreement.  Under the
  terms of the joint  venture  agreement,  the partner  then had 30 days to decide
  whether to agree to buy the  property  at the price and on the terms  offered by
  the  prospective  purchaser,  or to waive its first refusal right and agree to a
  sale to the prospective buyer. On June 12, 1998, the co-venture partner notified
  the  Partnership  that it would be exercising its right to buy the property.  At
  closing,  the co-venturer  assigned its purchase rights to EQR.  Portland Center
  was  sold  for   $48,950,000.   The  joint  venture  received  net  proceeds  of
  approximately  $29,252,000  from the sale after receiving  credits for proration
  adjustments of  approximately  $290,000 and net working capital of approximately
  $2,705,000 and after  deducting  closing costs of  approximately  $396,000,  the
  assumption  of the  existing  first  mortgage  note of  $22,165,000  and accrued
  interest  of  approximately  $132,000.  From the net sale  proceeds,  the  joint
  venture will be obligated to pay a tax to the city of Portland of  approximately
  $370,000.  The  remainder  of  the  net  proceeds  will  be  split  between  the
  Partnership  and its  co-venture  partner in  accordance  with the joint venture
  agreement  with  the  co-venturer  receiving   approximately  $360,000  and  the
  Partnership receiving approximately $28,500,000. The Partnership will distribute
  the net  proceeds  from the sale of Portland  Center,  along with the  remaining
  Partnership cash reserves after the payment of all liquidation-related expenses,
  after  receiving  final  documentation  from the Department of Housing and Urban
  Development  (HUD) for the sale and related  assumption of the HUD-insured first
  mortgage loan which is secured by Portland Center.
  
        As previously  reported,  the Partnership had been focusing on a near-term
  sale of the Portland  Center  property,  the  Partnership's  only remaining real
  estate asset, to be followed by the liquidation of the Partnership. The property
  was  extensively  marketed  during the first and second  quarters of fiscal 1998
  resulting  in 13 offers to purchase the  property,  most of which were at a sale
  price  substantially  in  excess  of  the  property's  most  recent  independent
  appraised value. The prospective purchasers were then asked to submit their best
  and final offers which resulted in final offers from seven  prospective  buyers.
  The Partnership then completed an evaluation of the seven final offers,  as well
  as the relative strength of the prospective purchasers,  and selected one of the
  offers.  On November  25,  1997,  the  Partnership  executed a purchase and sale
  agreement  with a prospective  buyer.  During the fourth quarter of fiscal 1998,
  the  prospective  buyer decided to terminate the purchase and sale agreement and
  discontinued its efforts to acquire the property.  The Partnership  subsequently
  re-opened  discussions with the other prospective  purchasers who had previously
  submitted  best  and  final  offers.  Following  negotiations,  the  Partnership
  selected an offer from one of these prospective buyers and signed a purchase and
  sale  agreement.  Because the  Partnership's  joint venture  agreement  gave the
  co-venture  partner a right of first  refusal to  purchase  the  property,  this
  purchase and sale agreement was then submitted to the partner for its review. As
  noted above,  the  co-venturer  opted to exercise its right of first refusal and
  then  assigned  its right to purchase  the property to a third party at closing.
  Because the buyer assumed the existing  HUD-insured mortgage loan secured by the
  property,  the sale  transaction  must be approved by HUD.  The  Partnership  is
  currently  awaiting  receipt  of the  final  approval  from  HUD  for  the  loan
  assumption. Such approval is not expected to be received for a period of between
  90 and 120 days.  The  Partnership  expects to complete  an orderly  liquidation
  immediately after receiving this formal approval.
  
  
  
  <PAGE>
  
  
                                     FORM 8-K
                                  CURRENT REPORT
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  
  
  ITEM 7 - Financial Statements and Exhibits
  
     (a)   Financial Statements:  None
  
     (b)   Exhibits:
  
     (1)Real Estate  Purchase  Agreement  between Oregon  Portland  Associates and
        Harsch Investment Corp, dated May 11, 1998.
  
     (2)Notice Letter to Libra Portland Partners by Paine Webber Growth Properties
        Two LP, dated May 12, 1998.
  
     (3)Exercise of Right of First Refusal to Purchase Portland Center Apartments 
        by Libra Portland Partners, dated June 11, 1998.
  
     (4)Amendment of Purchase Agreement by Paine Webber Growth Properties Two LP,
        dated July 8, 1998.
  
     (5)Letter regarding amendment to Purchase Agreement between Paine Webber
        Growth Properties Two LP and Libra Portland Partners dated November 24,
        1998.
  
     (6)Oregon  Special  Warranty  Deed between  Oregon  Portland  Associates  and
        EQR-Portland Center L.L.C., dated December 1, 1998.
  
     (7)Bill of Sale by Oregon Portland  Associates to EQR-Portland Center L.L.C.,
        dated December 1, 1998.
  
     (8)Assignment  and  Assumption  of Leases by Oregon  Portland  Associates  to
        EQR-Portland Center L.L.C., dated December 1, 1998.
  
     (9)General  Assignment  and  Assumption  by  Oregon  Portland  Associates  to
        EQR-Portland Center L.L.C., dated December 1, 1998.
  
    (10)Release and Assumption Agreement by and between Oregon Portland 
        Associates, EQR-Portland Center L.L.C., and Reilly Mortgage Group, Inc., 
        dated December 1, 1998.
  
    (11)Rider  to  Release  and  Assumption   Agreement  between  Oregon  Portland
        Associates and EQR-Portland Center L.L.C., dated December 1, 1998.
  
    (12)Consent by General Partners of Oregon Portland Associates by and between 
        Paine Webber Growth Properties Two LP and LIBRA Portland Partners dated 
        December 1, 1998.
  
    (13)Closing  Statement  between Oregon  Portland  Associates and  EQR-Portland
        Center L.L.C., dated December 1, 1998.
  
  
  
  <PAGE>
  
  
                                     FORM 8-K
                                  CURRENT REPORT
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  
  
  
                                      SIGNATURE
  
  
  
        Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
                      -------------------------------------
                                   (Registrant)
  
  
                                By:  Second PW Growth Properties, Inc.
  
  
                              By: /s/ Walter V. Arnold
                                  --------------------
                                  Walter V. Arnold
                                  Senior Vice President and
                                  Chief Financial Officer
  
  
  
  
  
  
  
  Date:  December 16, 1998
  
  
  
  <PAGE>
  
      
  
                           REAL ESTATE PURCHASE AGREEMENT
  
                                       between
  
                             OREGON PORTLAND ASSOCIATES
                                      as Seller
  
                                         and
  
                               HARSCH INVESTMENT CORP.
                                    as Purchaser
  
                                         of
  
                             PORTLAND CENTER APARTMENTS
                                  Portland, Oregon
  
  
             
  
  
  
  
  
  
  
  <PAGE>
                          REAL ESTATE PURCHASE AGREEMENT
  
                   PORTLAND CENTER APARTMENTS, PORTLAND, OREGON
  
                                  Table of Contents
                                                                            Page
  
  1.    Property Identification................................................4
  
  2.    Purchase Price.........................................................5
  
  3.    Deposit................................................................6
  
  4.    Title Matters..........................................................6
        4.1   Title Commitment and Survey......................................6
        4.2   Condition of Title...............................................7
  
  5.    Confidentiality........................................................8
  
  6.    Termination of Property Contracts......................................8
  
  7.    Conditions Precedent, Casualty Damage or Condemnation..................8
        7.1   Purchasers Conditions............................................8
        7.2   Seller's Conditions Precedent....................................9
        7.3   Risk of Loss....................................................10
        7.4   Condemnation....................................................10
  
  8.    Leasing and other Activities Prior to Closing.........................11
        8.1   Leasing.........................................................11
        8.2   Property Contracts..............................................11
        8.3   Maintenance and Operation.......................................11
  
  9.    Representations, Warranties and Covenants.............................11
        9.1   Seller's Representations........................................11
        9.2   Seller; Seller's Knowledge......................................12
        9.3   Purchasers Representations......................................12
        9.4   Property Conveyed As Is.........................................13
        9.5   Hazardous Materials.............................................14
  
  10.   Closing...............................................................15
        10.1  Closing Date....................................................15
        10.2  Seller's Deliveries.............................................15
        10.3  Purchasers Deliveries...........................................16
        10.4  Costs and Prorations............................................17
        10.5  Possession......................................................19
  
  11.   Real Estate Commissions...............................................19
  
  12.   Termination and Default...............................................20
        12.1  Termination by Purchaser........................................20
        12.2  Purchasers Default..............................................20
        12.3  Seller's Default................................................20
  
  13.   Communications with Seller............................................20
  
  14.   Right of First Refusal and Seller's Right to Terminate................20
  
  15.   Lender and HUD Approval...............................................21
  
  16.   General Escrow Provisions.............................................22
  
  17.   Miscellaneous.........................................................24
        17.1  Entire Agreement................................................24
        17.2  Binding On Successors and Assigns...............................24
        17.3  No Assignment by Purchaser......................................24
        17.4  Waiver..........................................................24
        17.5  Governing Law...................................................24
        17.6  Counterparts....................................................24
        17.7  Notices.........................................................25
        17.8  Attorneys' Fees.................................................25
        17.9  IRS Real Estate Sales Reporting.................................25
        17.10 Time Periods....................................................25
        17.11 Modification of Agreement.......................................25
        17.12 Further Instruments.............................................25
        17.13 Descriptive Headings............................................26
        17.14 Time of the Essence.............................................26
        17.15 Business Day....................................................26
        17.16 Construction of Agreement.......................................26
        17.17 STATUTORY DISCLOSURE PURSUANT TO ORS 93.040.....................26
        17.18 JURY TRIAL WAIVER...............................................26
  
  18.   1031 Exchange.........................................................26
  
  19.   Increase in Purchase Price............................................27
  <PAGE>
  
        THIS REAL ESTATE PURCHASE AGREEMENT (this Agreement) is entered into as of
  May 11, 1998,  by and between  OREGON  PORTLAND  ASSOCIATES,  an Oregon  general
  partnership (the Seller),  with an address care of PaineWebber Growth Properties
  Two LP, 265 Franklin Street, 16th Floor, Boston, Massachusetts 02110, and Harsch
  Investment Corp., an Oregon corporation (the Purchaser), with an address at 1121
  S.W. Salmon Street, Portland, Oregon 97205.
  
  
  1. Property  Identification.  Subject to the terms and provisions hereof, Seller
  agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller:
  
       (a)  All of the land described on Exhibit A attached hereto,  together with
            all privileges, rights, easements, and appurtenances belonging to such
            land and all right,  title and  interest  (if any) of Seller in and to
            any   streets,   alleys,   passages,   and  other   rights-of-way   or
            appurtenances included in, adjacent to or used in connection with such
            land and all  right,  title  and  interest  (if any) of  Seller in all
            mineral and development rights appurtenant to such land (collectively,
            the Land).
  
       (b)  All  buildings,  structures and other  improvements  situated upon the
            Land and all  fixtures,  systems  and  facilities  owned by Seller and
            located on the Land (collectively, the Improvements).
  
       (c)  All furniture, equipment, machinery, inventories,  supplies, signs and
            other  tangible  personal  property of every kind and nature,  if any,
            owned by Seller and installed,  located at and used in connection with
            the operation of the Land or Improvements (the Personal Property).
  
       (d)  All of Seller's  rights in all leases and other  occupancy  agreements
            covering  any  portion  of  the  Land  or  Improvements  (the  Leases)
            including  Seller's rights to unapplied security deposits under Leases
            (the Tenant Deposits).
  
       (e)  All of Seller's right,  title and interest,  if any, in all intangible
            assets of any nature  relating to the Land,  the  Improvements  or the
            Personal  Property,  including,  without  limitation,  all of Seller's
            right,  title  and  interest  in all  (i)  warranties  and  guaranties
            relating to the Improvements or Personal Property in the possession of
            Seller, (ii) all licenses,  permits and approvals relating to the Land
            or the Improvements, (iii) all logos and trade names currently used by
            Seller  exclusively  in the  operation  of the Land and  Improvements,
            including  the  use of  the  name  Portland  Center  Apartments,  (iv)
            software licensed for use in the management of the Real Property,  and
            (v) all plans and  specifications,  in each  case to the  extent  that
            Seller may legally  transfer the same  (collectively,  the  Intangible
            Property).
  
       (f)  All of Seller's  rights,  if any, in the contracts listed on Exhibit B
            attached  hereto,  being all  service,  supply  and  equipment  rental
            contracts affecting the Land or Improvements (the Property Contracts),
            to the extent Seller is entitled to transfer the same to Purchaser and
            Purchaser  does not elect to have Seller  terminate them in accordance
            with Section 6 below.
  
        The  Land  and   Improvements  are  hereinafter   sometimes   referred  to
  collectively  as the Real  Property and the Real  Property,  Personal  Property,
  Leases,  Tenant  Deposits,   Intangible  Property  and  Property  Contracts  are
  hereinafter sometimes referred to collectively as the Property.
  
  2. Purchase  Price.  The purchase  price for the Property  (the Purchase  Price)
  shall be Fifty Million Dollars  ($50,000,000).  The Purchase  Price,  subject to
  adjustment  as provided  herein,  shall be paid on the Closing  Date (as defined
  below) in the following manner:
  
              (a)  Purchaser  shall assume the payment of the  existing  principal
        balance  as of the  Closing  Date (the Loan  Principal  Balance),  and the
        payment of interest  accruing  thereon from and after the Closing Date, of
        that  certain  loan (the Loan)  encumbering  the  Property  evidenced by a
        Mortgage Note dated  December 7, 1993 (the Note) issued by Seller in favor
        of American Capital  Resources,  Inc. (as  subsequently  assigned by mesne
        assignments to Reilly Mortgage  Group,  Inc.) (the Lender) in the original
        principal  amount of  $23,021,300  and shall agree to perform,  assume and
        observe all  obligations  of the Seller  under the  documents  evidencing,
        relating  to or  securing  the  Loan  (the  Note  and all  such  documents
        evidencing,  relating  to or  securing  the Loan are  herein  collectively
        called the Loan  Documents).  The Note is insured under Section 207 of the
        National Housing Act, administered by U.S. Department of Housing and Urban
        Development (HUD).  Purchaser shall make application to Lender and HUD for
        approval of the  transfer of the Property  and  assumption  of the Loan by
        Purchaser in the manner described in Section 15.
  
              (b) The remainder of the Purchase  Price (the Cash  Balance),  being
        (i) the Purchase  Price less (ii) the Loan  Principal  Balance  assumed by
        Purchaser  as of the Closing  Date,  less (iii) the Deposit (as defined in
        Section 3 below),  shall be paid to Seller by Purchaser  in United  States
        dollars by wire transfer of federal funds.
  
              (c) In addition to the Purchase  Price,  the Seller shall  receive a
        credit at Closing for all tax  escrows,  replacement  reserves,  insurance
        escrows and other  reserves  held  pursuant to the Loan  Documents  or HUD
        requirements  with  respect to the Loan,  in each case to the extent  that
        such escrows or reserves are  assigned to  Purchaser  (or  continued to be
        held by Lender for Purchasers account) upon the Closing.
  
  3. Deposit. Concurrent with Purchasers execution and delivery of this Agreement,
  Purchaser  shall  deliver to Seller a letter of credit  (the  Letter of Credit),
  issued by an institution acceptable to Seller and in the form attached hereto as
  Exhibit I, in the amount of Two Million Seven Hundred Fifty-Three Thousand Seven
  Hundred  Eight  Dollars  ($2,753,708).  Within two (2) Business  Days  following
  Seller's  delivery  of notice to  Purchaser  that  Libra has waived its right of
  first refusal,  as more  particularly  described in Section 14,  Purchaser shall
  deliver via federal  wire  transfer to the  Portland,  Oregon  office of Chicago
  Title Insurance  Company,  as escrow agent (in such capacity,  Escrow Agent) the
  amount of $2,753,708 (the Deposit), upon which Seller shall redeliver the Letter
  of Credit to  Purchaser.  If Seller  shall give notice of Libra's  waiver of its
  right of first refusal and Purchaser shall fail to deliver the Deposit to Escrow
  Agent within the  aforesaid  two (2)  Business Day period,  then Seller shall be
  entitled  immediately and without further  authorization to draw upon the Letter
  of Credit the amount of  $2,753,708  which amount  shall be  deposited  with the
  Escrow Agent and held for all purposes as the Deposit hereunder. If Seller shall
  terminate  this  Agreement on account of Libra's  exercise of its right of first
  refusal  pursuant to Section 14, Seller shall  immediately  return the Letter of
  Credit to  Purchaser.  The Deposit shall be held by Escrow Agent in a segregated
  interest-bearing  account.  The Deposit  (including any interest earned thereon)
  shall be applied to the Purchase Price if the Closing occurs.  In the event that
  the Closing does not occur by the Closing Date (defined below),  interest on the
  Deposit shall be paid to the party entitled to receive the Deposit in accordance
  with the terms of this Agreement.
  
  4.    Title Matters
  
        4.1 Title  Commitment and Survey.  Purchaser has received and approved (i)
  the commitment for an owners policy of title  insurance (the Title  Commitment),
  in the amount of the Purchase Price,  issued by Chicago Title Insurance  Company
  (the Title  Company)  dated as of April 21,  1998,  and (ii) a copy of  Seller's
  existing  survey  of  the  Property   updated  to  November  23,  1993  and  the
  accompanying  Surveyors  Report dated as of November 24, 1993,  both prepared by
  W.B. Wells and Associates,  Inc. (collectively,  the Survey). Purchaser shall be
  responsible for obtaining,  if Purchaser elects,  and at Purchasers own expense,
  an update of the Survey.
  
        4.2  Condition of Title.  As used herein,  the term  Permitted  Exceptions
  means:
  
              (a)   Provisions of existing building and zoning laws;
  
              (b) Such taxes for the then  current year as are not due and payable
        prior to the Closing  Date  (taxes to be  prorated as of the Closing  Date
        pursuant to Section 10.4);
  
              (c) Any liens for municipal  betterments  assessed after the date of
        this  Agreement,  except for such amounts as are due and payable  prior to
        Closing (payments on account of municipal betterments to be prorated as of
        the Closing Date pursuant to Section 10.4);
  
              (d) All  matters  shown on Schedule B of the Title  Commitment  (but
        excluding therefrom Exceptions 18 through 24);
  
              (e) All matters reflecting the existence or terms of Leases shown on
        the Rent  Roll (as  defined  in  Section  9.1  below) or  entered  into in
        accordance with Section 8.1 below;
  
              (f)   the Loan;
  
              (g)   any matters shown on the Survey or any updated Survey; and
  
              (h) All matters,  whether or not of record,  to the extent caused by
        Purchaser or its agents, representatives or contractors.
  
        All Seller  Encumbrances  will be  satisfied  by Seller on or prior to the
  Closing Date or, if not so  satisfied,  shall be satisfied at Closing out of the
  proceeds   otherwise  payable  to  Seller.  As  used  herein,  the  term  Seller
  Encumbrance  shall  mean  (i) any  mortgage  or  deed of  trust  or  other  lien
  voluntarily  granted or expressly assumed by Seller and encumbering the Property
  (but explicitly  excluding the mortgage and related liens securing the Loan), or
  (ii) any and all mechanics or suppliers liens  encumbering the Property  arising
  from work  performed or  materials  furnished at the Property by or on behalf of
  Seller.
  
        If between  the date of the Title  Commitment  and the Closing (as defined
  below),  title to the Real Property becomes encumbered by any matter (including,
  without  limitation,  an  attachment)  which  does not  constitute  a  Permitted
  Exception or a Seller Encumbrance, Seller shall have no obligation to cause such
  encumbrance to be removed and, unless such encumbrance is removed (by bonding or
  otherwise) to Purchasers  reasonable  satisfaction  prior to Closing,  Purchaser
  shall have the option  exercisable on or prior to the Closing Date either (x) to
  close and accept title  subject to such  encumbrance  or (y) to  terminate  this
  Agreement based upon the existence of such  encumbrance by giving written notice
  of  termination  to Seller on or prior to the  Closing  Date,  in which case the
  Deposit shall be returned  immediately to Purchaser and neither party shall have
  any further  obligation or liabilities  under this Agreement except as otherwise
  stated in this Agreement.
  
  5.  Confidentiality.   Neither  Seller  nor  Purchaser  shall  make  any  public
  announcement  with respect to the purchase and sale of the Property  without the
  prior  consent  of the other  party,  which  consent  shall not be  unreasonably
  withheld;  provided, however, that: (i) the use of the name of the Seller or the
  partners  comprising the Seller or any of their respective  owners or affiliates
  shall be subject to Seller's approval in its sole and absolute  discretion;  and
  (ii) no such announcement shall: (y) be made unless the Closing has occurred; or
  (z) make any  reference to the Purchase  Price or other  material  terms of this
  Agreement  except to the extent  that the same are a matter of public  record or
  available to the public  generally.  Nothing contained herein shall be deemed to
  prohibit   Purchaser  from  making   disclosures  on  a  need-to-know  basis  to
  prospective lenders or consultants in connection with Purchasers purchase of the
  Property or in  connection  with  Purchasers  approval  process with HUD and the
  Lender as  described  in  Section  15, or as  otherwise  required  by law or any
  governmental authority having jurisdiction.
  
  6.  Termination  of  Property  Contracts.  Within  thirty  (30) days of Seller's
  delivery to  Purchaser  of copies of the  Property  Contracts,  Purchaser  shall
  notify  Seller  of any  Property  Contract  which  Purchaser  wishes  Seller  to
  terminate  prior to the  Closing.  With the  exception  of  Seller's  management
  agreement  for the Property and any  employment  agreements  between  Seller and
  employees  at the  Property  (collectively,  the  Management  Agreement),  which
  agreements  Seller  shall  terminate  as of the  Closing,  Seller  shall have no
  obligation to terminate  any Property  Contract as to which  Purchaser  does not
  send such notice.  If any Property  Contract is not terminable  according to its
  terms prior to the Closing  Date  without the payment of a premium or fee as the
  result of such termination,  then Seller shall, if requested by Purchaser,  give
  notice of  termination  prior to  Closing in  accordance  with the terms of such
  Property  Contract (such  termination to be effective on the earliest date as of
  which no early termination  premium or fee would be incurred),  and Seller shall
  thereafter  have no obligation  with regard to the  termination of such Property
  Contract.
  
  7.    Conditions Precedent, Casualty Damage or Condemnation
  
        7.1 Purchasers Conditions  Precedent.  In addition to any other conditions
  precedent in favor of Purchaser as may be set forth elsewhere in this Agreement,
  Purchasers  obligations under this Agreement are expressly subject to the timely
  fulfillment  of the  conditions  set forth in this  Section 7.1 on or before the
  Closing Date, or such earlier date as is set forth below.  Each condition may be
  waived in whole or in part only by written  notice of such waiver from Purchaser
  to Seller.
  
              (a) Seller  performing  and complying in all material  respects with
        all of the terms of this  Agreement to be performed  and complied  with by
        Seller prior to or at the Closing.
  
              (b) The  willingness  of the  Title  Company,  upon  payment  of the
        applicable   premium   therefor  and   performance  by  Purchaser  of  its
        obligations  under  this  Agreement,  to issue an ALTA  extended  coverage
        Owners  Policy of Title  Insurance,  Form ALTA (1992),  dated the date and
        time of the recording of the Deed (as defined in Section 10.2(a) below) in
        an amount not less than the Purchase Price, insuring Purchaser as owner of
        fee  simple  title to the Real  Property,  subject  only to the  Permitted
        Exceptions.
  
              (c) The full assumption of the Loan by Purchaser shall have received
        preliminary  approval from HUD and the Lender,  and all conditions for the
        effectiveness of such assumption (but for the Closing) shall have been met
        pursuant to Section 15.
  
              (d) On the Closing Date,  all of the  representations  of Seller set
        forth in this Agreement shall continue to be true, accurate and complete.
  
        Notwithstanding  the  foregoing,  if the  conditions set forth in Sections
  7.1(a)-(d)  or any other  condition  of Closing  (other  than an  obligation  of
  Purchaser  under  Section 7.2 below) shall not have been  fulfilled on or before
  the  Closing  Date,  Seller  shall  have the  right  (in its  sole  discretion),
  exercisable by written  notice to Purchaser at or before the Closing,  to extend
  the  Closing  Date  for a  period  of up to  forty-five  (45)  days  to  provide
  additional time for the fulfillment of such conditions. Upon any such extension,
  the term  Closing  Date as used  herein  shall  mean the date set  forth in such
  written  notice  from  Seller.  If  Purchasers  conditions  as set forth in this
  Section  7.1  have  not  been  met as of the  Closing  Date  (as the same may be
  extended as aforesaid)  then  Purchaser  shall have the right to terminate  this
  Agreement by written  notice to Seller,  and upon receipt of such notice  Seller
  shall  direct the  Escrow  Agent to return the  Deposit  to  Purchaser  and this
  Agreement shall thereupon terminate and be of no further force or effect.
  
        7.2 Seller's  Conditions  Precedent.  In addition to any other  conditions
  precedent in favor of Seller as may be set forth  elsewhere  in this  Agreement,
  Seller's  obligations  under this Agreement are expressly  subject to the timely
  fulfillment  of the  conditions  set forth in this  Section 7.2 on or before the
  Closing Date, or such earlier date as is set forth below.  Each condition may be
  waived in whole or part only by written  notice of such  waiver  from  Seller to
  Purchaser.
  
              (a) Purchaser performing and complying in all material respects with
        all of the terms of this  Agreement to be performed  and complied  with by
        Purchaser prior to or at the Closing.
  
              (b) On the Closing Date, all of the representations of Purchaser set
        forth in this Agreement shall continue to be true, accurate and complete.
  
              (c) The full assumption of the Loan by Purchaser shall have received
        preliminary  approval from HUD and the Lender,  and all conditions for the
        effectiveness of such assumption (but for the Closing) shall have been met
        pursuant to Section 15.
  
        7.3 Risk of Loss. In the event all or a portion of the Improvements should
  be damaged or  destroyed  by fire or other  casualty  prior to Closing such that
  Seller's  reasonable  estimate  of the cost to repair the same  (based  upon the
  written estimate of a licensed  contractor  reasonably  acceptable to Purchaser)
  exceeds  Five  Hundred  Thousand  Dollars  ($500,000),  then  Purchaser  may, at
  Purchasers option, elect to either:
  
              (a)  terminate  this  Agreement and receive back the Deposit (if the
        Deposit  shall  have   theretofore  been  delivered  to  Escrow  Agent  by
        Purchaser); or
  
              (b) close the transaction contemplated by this Agreement.
  
        If  Seller's  reasonable  estimate  of the cost of repairs is less than or
  equal to $500,000, or if Purchaser elects to proceed pursuant to Section 7.3(b),
  Purchaser shall purchase the Property in accordance with the terms hereof except
  that (y) the  Purchase  Price  shall be reduced by the amount of any  applicable
  insurance   deductible  with  respect  to  any  damage  or  destruction  of  the
  Improvements  by fire or other  casualty  and the amount of any repair costs not
  covered  by  insurance  proceeds  as a  result  of  Seller's  self-insurance  or
  resulting  from an uninsured  casualty  (provided that the total of such amounts
  together  with  insurance  proceeds  assigned to Purchaser  shall not exceed the
  amount  Purchaser and Seller  reasonably  agree shall be necessary to repair the
  damage)  and (z) Seller  shall  assign to  Purchaser  at Closing  all  insurance
  proceeds  payable on account of such  damage  (subject  to the terms of the Loan
  Documents  and the rights  therein of the Lender to any  insurance  proceeds and
  subject to  reduction  for the cost of  repairs  undertaken  by Seller  prior to
  Closing).  Purchaser shall be deemed to have terminated this Agreement  pursuant
  to Section  7.3(a)  unless,  within ten (10)  Business  Days from notice of such
  casualty  and  receipt of Seller's  estimate  of the cost of repairs,  Purchaser
  provides  Seller with  written  notice  that  Purchaser  elects to purchase  the
  Property pursuant to Section 7.3(b).
  
        7.4 Condemnation.  In the event that all or a material portion of the Real
  Property should be condemned or becomes the subject of condemnation  proceedings
  or a threat of condemnation  proceedings prior to the Closing such that Seller's
  reasonable  estimate of the loss of value as a result thereof exceeds  $500,000,
  or  access  to  parking  at the Real  Property  is  materially  and  permanently
  impaired,  in any such case  Purchaser  may, at  Purchasers  sole option,  elect
  either to:
  
              (a)   terminate this Agreement and receive back the Deposit; or
  
              (b) close the transaction contemplated by this Agreement.
  
        In all other  cases,  or if  Purchaser  elects to  proceed  under  Section
  7.4(b),  Purchaser  shall  purchase  the Property in  accordance  with the terms
  hereof  (without  reduction  in the  Purchase  Price) and Seller shall assign to
  Purchaser at Closing all condemnation  proceeds (not to exceed the amount of the
  Cash  Balance)  payable  as a result of such  condemnation.  Purchaser  shall be
  deemed to have  terminated  this  Agreement  pursuant to Section  7.4(a) unless,
  within ten (10) days of notice from Seller of the  condemnation  or condemnation
  proceedings or threat of  condemnation  proceedings,  Purchaser  provides Seller
  with written notice that Purchaser  elects to purchase the Property  pursuant to
  Section 7.4(b).
  
  8. Leasing and other Activities Prior to Closing.
  
        8.1 Leasing. During the pendency of this Agreement,  Seller may enter into
  Leases  with new  tenants  or  modifications  of Leases  with  existing  tenants
  substantially in accordance with Seller's existing leasing  practices,  provided
  that in all events any new or  modified  Leases  shall (i) be at or near  market
  rent,  (ii)  be for a term of not  more  than  one (1)  year  (with  respect  to
  residential  Leases only) and (iii) on the  Seller's  current  standard  form of
  lease.  Notwithstanding the foregoing,  Seller agrees to obtain Purchasers prior
  written consent to any Leases that either (A) demise  commercial space in excess
  of 2,000 square feet or (B) provide for a term in excess of one (1) year,  which
  consent  Purchaser  agrees shall not be  unreasonably  withheld,  and Purchasers
  consent  shall be deemed to have been  granted if  Purchaser  has not  responded
  within five (5) Business Days  following the  submission of a proposed  lease to
  Purchaser for approval.
  
        8.2  Property  Contracts.  Seller  shall not,  during the pendency of this
  Agreement,  enter into any  Property  Contracts  or  modifications,  renewals or
  terminations  of any  existing  Property  Contracts,  in each case that would be
  binding  upon  Purchaser  or the  Property  after  Closing,  without the written
  consent of Purchaser,  which consent  Purchaser agrees shall not be unreasonably
  withheld.  If Purchaser  disapproves any such request,  then  Purchasers  notice
  shall specify the reasons for such disapproval.
  
        8.3 Maintenance and Operation. At all times prior to Closing, Seller shall
  continue (a) to maintain the Property in its current condition,  reasonable wear
  and tear and damage by casualty  excepted,  including  ordinary  preparation for
  occupancy of residential units vacated prior to Closing, (b) to conduct business
  with respect to the Property in the same manner in which said  business has been
  heretofore  conducted  and (c) to insure the  Property  substantially  as is set
  forth in Exhibit C.
  
  9.    Representations, Warranties and Covenants
  
        9.1 Seller's Representations.  Except as otherwise disclosed in writing to
  Purchaser,  Seller warrants and represents, to Seller's knowledge as of the date
  of this Agreement and as updated hereafter by Seller, that:
  
              (a)   Legal Existence.  Seller is a general partnership existing
        under the laws of the State of Oregon.
  
              (b)  Authority.  Subject to the right of first refusal  described in
        Section  14,  Seller  has full  right,  power  and  authority  and is duly
        authorized to enter into this Agreement,  to perform each of the covenants
        on its part to be performed  hereunder and to execute and deliver,  and to
        perform its  obligations  under all documents  required to be executed and
        delivered by it pursuant to this Agreement and this Agreement  constitutes
        the valid and binding  obligation of Seller enforceable in accordance with
        its terms.
  
              (c) Consents.  The consent of HUD and Lender in connection  with the
        assumption  of the Loan and transfer of the Property and the waiver of the
        right of first  refusal  described  in  Section  14 are the only  consents
        required  for Seller to perform the  covenants of Seller set forth in this
        Agreement.
  
              (d) Leases.  Seller has  directed  its manager to deliver or to make
        available to Purchaser  (i) complete  copies of all Leases and (ii) a rent
        roll in the  form  of  Exhibit  D (the  Rent  Roll),  which,  to  Seller's
        knowledge, shall be true and correct in all material respects.
  
              (e) Property  Contracts.  Seller has caused its property  manager to
        deliver or to make available  copies of all Property  Contracts  which, to
        the best of Seller's knowledge, are all of the contracts and agreements to
        which Seller or property  manager is a party and which  materially  affect
        the use or operation of the Property.  Seller has not received any written
        notice or copy of notice of any  default  under any  Property  Contract or
        other such contract agreement that has not been cured or waived.
  
              (f) Litigation.  There are no actions, suits, or proceedings pending
        or, to the  knowledge  of Seller,  threatened,  against or  affecting  the
        Seller or the  Property  that  either (i) are not  covered  by  applicable
        insurance  or (ii) if  determined  adversely  to Seller  would  materially
        affect the  ownership or operation of the Property or Seller's  ability to
        perform its obligations under this Agreement.
  
        9.2  Seller;  Seller's  Knowledge.  Whenever a  representation  is made to
  Seller's  knowledge,  or  a  term  of  similar  import,  the  accuracy  of  such
  representation  shall be based  solely on the actual  knowledge  of Celia Deluga
  (Deluga),  without  independent  investigation  or inquiry except for inquiry of
  Seller's property manager for the Property. Deluga is the employee of Seller who
  has had  primary  responsibility  for the  sale of the  Property  to  Purchaser.
  Notwithstanding  the  foregoing,  if,  prior to the Closing,  Purchaser  obtains
  actual knowledge that any representation or warranty of Seller is inaccurate and
  Purchaser nonetheless proceeds with the Closing,  Seller shall have no liability
  for any such matter  regarding  which  Purchaser had actual  knowledge  prior to
  Closing.
  
        9.3   Purchaser's   Representations.   Purchaser   makes   the   following
  representations and warranties to Seller:
  
              (a) Legal  Existence  and  Authority.  Purchaser  is a duly  formed,
        validly existing corporation under the laws of Oregon, is in good standing
        with the State of Oregon and is  authorized  to enter into this  Agreement
        and  consummate  the  transactions   contemplated   hereby;  each  of  the
        individuals executing this Agreement on Purchasers behalf is authorized to
        do so,  and this  Agreement  constitutes  the  valid and  legally  binding
        obligation of Purchaser,  enforceable against Purchaser in accordance with
        its terms.  Purchaser has the financial  ability to pay the Purchase Price
        by (i)  tendering  the Cash  Balance and (ii)  assuming  the Loan,  and to
        perform the other covenants of Purchaser set forth in this Agreement.
  
              (b) Litigation.  There are no actions,  suits or proceedings pending
        or, to the  knowledge  of  Purchaser,  threatened,  against  or  affecting
        Purchaser  which,  if determined  adversely to Purchaser,  would adversely
        affect its ability to perform its obligations hereunder.
  
              (c)  Conflicts.  Neither the  execution,  delivery or performance of
        this Agreement nor compliance herewith (a) conflicts or will conflict with
        or results or will result in a breach of or constitutes or will constitute
        a default under (1) the articles of organization, by-laws or other charter
        documents of Purchaser, (2) to Purchasers knowledge, any law or any order,
        writ, injunction or decree of any court or governmental  authority, or (3)
        any agreement or  instrument to which  Purchaser is a party or by which it
        is bound or (b) results in the creation or imposition of any lien,  charge
        or  encumbrance  upon  its  property  pursuant  to any such  agreement  or
        instrument;
  
              (d)  Consents.  Except  for  the  approval  by  HUD  and  Lender  of
        Purchasers assumption of the Loan as described in Section 15, no approval,
        consent,  order or  authorization  of,  or  designation,  registration  or
        declaration  with,  any of the United  States,  the State of  Oregon,  any
        department,  board,  agency,  office,  commission  or  other  subdivisions
        thereof,  or any  official  thereof  or any  third  party is  required  in
        connection  with the valid  execution and delivery of, and  performance of
        the covenants of, this Agreement by Purchaser.
  
              (e) Taxpayer I.D. Purchasers taxpayer identification number is
        --------.
  
        9.4 Property  Conveyed As Is. Other than as expressly set forth in Section
  4 with respect to Purchasers review of title, Purchaser has heretofore completed
  its examination of the Property,  and Seller hereby  specifically  disclaims any
  warranty, guaranty or representation,  oral or written, past, present or future,
  of,  as to,  or  concerning  (a)  the  nature  and  condition  of the  Property,
  including,  without limitation,  the water, soil and geology or any other matter
  affecting the  stability or integrity of the Real Property or the  Improvements,
  and the  suitability  thereof and of the Property for any and all activities and
  uses which  Purchaser  may elect to conduct  thereon,  and the  existence of any
  Hazardous  Materials  (as defined  below)  thereon,  (b) the  compliance  of the
  Property with any law, rule, regulation or ordinance to which the Property is or
  may be  subject,  (c) except as  provided  in the Deed and Bill of Sale (as such
  terms are defined  below),  the condition of title to the Property or the nature
  and extent of any right of way, lease, license, reservation or contract, (d) the
  profitability or losses or expenses  relating to the Property and the businesses
  conducted  in  connection  therewith,  (e) the  value of the  Property,  (f) the
  existence,  quality,  nature or adequacy of any utility  servicing the Property,
  (g)  the  physical  condition  of  the  Property,  and  (h)  the  legal  or  tax
  consequences  of  this  Agreement  or  the  transactions   contemplated  hereby.
  Purchaser acknowledges that Seller has not made an independent  investigation or
  verification of the accuracy or completeness of any documents, studies, surveys,
  information  or materials  which were  prepared by parties other than Seller and
  which may have been reviewed by Purchaser,  or made  available to Purchaser,  or
  the methods employed by the preparers of such items. Purchaser acknowledges that
  Purchaser   has  had  a  full  and   complete   opportunity   to  conduct   such
  investigations,  examinations,  inspections  and  analysis  of the  Property  as
  Purchaser, in its sole and absolute discretion,  determined. Purchaser expressly
  acknowledges  that, in  consideration  of the agreements of Seller  herein,  and
  other  than  as  expressly  set  forth  in  this  Agreement,   Seller  makes  no
  representations  or warranties,  express or implied,  or arising by operation of
  law,  including,  but not limited to, any warranty of  condition,  habitability,
  merchantability, suitability or fitness for a particular purpose or otherwise.
  
        9.5 Hazardous  Materials.  Purchaser  shall rely only upon  Purchasers own
  investigations and inquiries with respect to all liability and risk with respect
  to the presence of Hazardous Materials (as hereinafter defined) in, on or around
  the Property. For purposes of this Agreement, the term Hazardous Materials shall
  mean any substance which is or contains:  (i) any hazardous  substance as now or
  hereafter  defined  in  Section  101(14)  of  the  Comprehensive   Environmental
  Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section
  9601 et seq.) or any regulations  promulgated  under CERCLA;  (ii) any hazardous
  waste as now or hereafter defined in the Recourse  Conservation and Recovery Act
  (42 U.S.C.  Section 6901 et seq.) or regulations  promulgated  under RCRA; (iii)
  any substance  regulated by the Toxic Substances Control Act (15 U.S.C.  Section
  2601 et. seq.); (iv) gasoline, diesel fuel or other petroleum hydrocarbons;  (v)
  asbestos and asbestos  containing  materials,  in any form,  whether  friable or
  nonfriable;  (vi)  polychlorinated  biphenyls;  (vii) radon gas;  and (viii) any
  additional  substances  or materials  which are now or hereafter  classified  or
  considered  to be  hazardous  or  toxic  under  Environmental  Requirements  (as
  hereinafter  defined) or the common law, or any other  applicable law related to
  the  Property.  Hazardous  Materials  shall  include,  without  limitation,  any
  substance,  the presence of which on the Real Property:  (A) requires reporting,
  investigation or remediation  under  Environmental  Requirements;  (B) causes or
  threatens to cause a nuisance on the Real Property or adjacent property or poses
  or  threatens  to pose a hazard to the  health or safety of  persons on the Real
  Property or  adjacent  property;  or (C) if  emanated or migrated  from the Real
  Property,  could constitute a trespass. For purposes of this Agreement, the term
  Environmental  Requirements shall mean all laws,  ordinances,  statutes,  codes,
  rules, regulations,  agreements,  judgments, orders and decrees now or hereafter
  enacted,  promulgated,  or  amended,  of the  United  States,  the  states,  the
  counties,  the  cities or any  other  political  subdivisions  in which the Real
  Property   is  located   and  any  other   political   subdivision,   agency  or
  instrumentality exercising jurisdiction over the owner of the Real Property, the
  Real  Property  or the use of the  Real  Property  relating  to  pollution,  the
  protection or regulation of human health,  natural resources or the environment,
  or the  emission,  discharge,  release  or  threatened  release  of  pollutants,
  contaminants, chemicals or industrial, toxic or hazardous substances or waste or
  Hazardous Materials into the environment (including, without limitation, ambient
  air, surface water, ground water or land or soil).
  
  10.0  Closing.
  
        10.1  Closing  Date.  Subject  to the terms of this  Agreement  (including
  without  limitation  Seller's  right to extend the  Closing  Date as provided in
  Section  7.1 and Buyer's  right to extend the  Closing  Date as provided in this
  Section 10.1), the Closing hereunder shall take place at the office of the Title
  Company,  Pioneer  Tower,  Suite 930, 888 SW Fifth Avenue,  Portland,  Oregon at
  10:00 a.m. local time, or through customary closing  arrangements  acceptable to
  Seller and Purchaser,  in either case on the date (the Closing Date) that is the
  earlier of (i) ninety (90) days from the date of this Agreement or (b) seven (7)
  days following Purchasers receipt of the required consents of HUD and the Lender
  to the  Purchasers  assumption  of the Loan as  described  in Section 15. If the
  Closing Date as so determined  would occur on a date that is not a Business Day,
  then the Closing Date shall be the next  succeeding  Business  Day. In the event
  that HUD and the Lender,  through no fault or delay of the  Purchaser,  have not
  given  preliminary  approval to the sale of the  Property to  Purchaser  and the
  assumption  of the Loan by  Purchaser  (as  contemplated  by  Section 15 of this
  Agreement) by the date that is ninety (90) days from the date of this Agreement,
  Seller and  Purchaser  agree that  Purchaser,  at its  election and upon written
  notice to Seller on or before the scheduled  Closing  Date,  may elect to extend
  the  Closing  Date for a period  of thirty  (30)  days in order to  obtain  such
  preliminary approvals.
  
        10.2 Seller's Deliveries. At or prior to the Closing, Seller shall deliver
  or cause to be delivered, at Seller's sole expense pursuant to customary closing
  escrow arrangements reasonably satisfactory to Seller and Purchaser, each of the
  following items:
  
              (a) An Oregon  special  warranty  deed with  covenants as to acts of
        Seller  only  (the  Deed)  duly  executed  and   acknowledged  by  Seller,
        substantially  in the form  attached  hereto as Exhibit E, subject only to
        the Permitted Exceptions.
  
              (b) A duly  executed  and  acknowledged  original  bill of sale  and
        general assignment substantially in the form attached hereto as Exhibit F.
  
              (c) A duly  executed and  acknowledged  original  counterpart  of an
        assignment  and  assumption of leases  substantially  in the form attached
        hereto as Exhibit G.
  
              (d) All Leases (with all  amendments and  modifications  thereto) in
        Seller's possession or control relating to the Property, and an accounting
        of all Tenant Deposits.
  
              (e) All keys to all locks on the Property  and all  documents in the
        possession of Seller pertaining to tenants of the Property, including, but
        not by way of  limitation,  all  applications,  correspondence  and credit
        reports relating to such tenants.
  
              (f) A  non-foreign  person  affidavit in customary  form sworn to by
        Seller as required by Section 1445 of the Internal Revenue Code.
  
              (g) Such  evidence,  certificates  or documents as may be reasonably
        required by the Title  Company  relating  to: (i)  mechanics  or suppliers
        liens;  (ii)  parties in  possession;  or (iii) the status and capacity of
        Seller and the  authority of the person or persons who are  executing  the
        various  documents on behalf of Seller in connection  with the sale of the
        Property.
  
              (h) All Property Contracts and all other documents in the possession
        of  Seller  or its  property  manager  relating  to the  operation  of the
        Property   including   all   permits,    licenses,    approvals,    plans,
        specifications, surveys, guaranties and warranties.
  
              (i) A duly-executed  original  counterpart of a closing statement in
        accordance herewith.
  
              (j) A duly  executed  and  acknowledged  original  counterpart  of a
        general  assignment  and  assumption  substantially  in the form  attached
        hereto as Exhibit H.
  
              (k) The notice to tenants described in Section 10.5.
  
              (l)  Such  other  documents  as  may  be  reasonably   necessary  or
        appropriate to effect the  consummation  of the  transaction  which is the
        subject of this Agreement,  including without limitation  non-confidential
        records in the  possession of or under the control of the Seller  relating
        to the management of the Property.
  
        10.3 Purchasers  Deliveries.  At or prior to the Closing,  Purchaser shall
  deliver the following  items pursuant to customary  closing escrow  arrangements
  reasonably satisfactory to Seller and Purchaser:
  
              (a) By  11:00  a.m.  Eastern  Standard  Time  by  wire  transfer  of
        immediately  available  federal  funds,  the Cash  Balance of the Purchase
        Price,  less the amount of the Deposit and as adjusted for the  prorations
        provided for in this Agreement.
  
              (b) Duly executed and acknowledged original counterparts of Seller's
        deliveries 8.2 (c), (i) and (j).
  
              (c) Such evidence or documents as may  reasonably be required by the
        Title  Company  evidencing  the status and capacity of  Purchaser  and the
        authority of the person or persons who are executing the various documents
        on behalf of Purchaser in connection with the purchase of the Property.
  
              (d)  Documents  as may be required by HUD and/or  Lender to evidence
        the assumption of the Loan by Purchaser.
  
              (e) Acknowledgment by Purchaser of Purchasers receipt from Seller of
        the Tenant Deposits.
  
              (f)  Such  other  documents  as  may  be  reasonably   necessary  or
        appropriate to effect the  consummation  of the  transaction  which is the
        subject of this Agreement.
  
        10.4  Costs and Prorations.
  
              (a) Closing  Costs.  Purchaser  and Seller  shall each pay their own
        legal fees related to the  negotiation  and  preparation of this Agreement
        and all documents required to settle the transaction  contemplated hereby.
        Seller shall pay all costs  associated  with (i) that portion of the title
        premium for the Owners  Title  Policy  allocable to the cost of a standard
        coverage  ALTA Owners  policy,  and (ii) all costs  incurred in connection
        with title examination and preparation of the Title Commitment.  Purchaser
        shall pay all costs associated with Purchasers evaluation of the Property,
        including the cost of appraisals,  architectural,  engineering, credit and
        environmental  reports, and Purchaser shall pay (i) all costs allocable to
        preparation of the Survey, (ii) that portion of the premium for the Owners
        Title  Policy  allocable  to  the  cost  of  extended   coverage  and  any
        endorsements  thereto,  and (iii) all application  costs and other fees or
        charges  payable  in  connection  with  the  assumption  of  the  Loan  by
        Purchaser.  Purchaser and Seller shall each pay fifty percent (50%) of the
        costs of (i) any escrow  charges;  and (ii) all recording fees (other than
        to discharge  Seller  Encumbrances).  All other  purchase and sale closing
        costs shall be paid by Seller or Purchaser in  accordance  with the custom
        in the jurisdiction where the Property is located.
  
              (b) Prorations.  The following shall be prorated  between Seller and
        Purchaser as of the Closing Date:
  
                    (i) all real  estate  taxes and  installments  of  general  or
              special  assessments on the Real Property and ad valorem  taxes,  if
              any,  on  the  Personal   Property   based  on  the  most   recently
              ascertainable  taxes. Seller shall be responsible for all such taxes
              and  assessments  that  are  allocable  to any  period  prior to the
              Closing Date and Purchaser  shall be responsible  for all such taxes
              and  assessments  allocable to any period from and after the Closing
              Date;  provided,  however,  that in no event shall Seller be charged
              with or be responsible for any increase in the taxes on the Property
              resulting  from the sale of the  Property  or from any  improvements
              made or leases entered into on or after the Closing Date.
  
              If,  for the fiscal  tax year in which the  Closing is held,  or any
              prior  year,   there  are  any  tax  protests  filed,  or  abatement
              application  proceedings  pending at any time  prior to the  Closing
              with reference to the Property, Seller have the right to settle such
              protests or  proceedings  in its sole and absolute  discretion.  All
              amounts  recovered as a result  thereof,  whether by  settlement  or
              otherwise,  shall,  net of attorneys'  fees and other  expenses,  be
              apportioned  as of the Closing Date for the fiscal tax year in which
              the  closing  is held,  and  paid,  when  received,  to the  parties
              entitled thereto.  The parties hereto agree to execute any papers or
              take such steps,  either before or after the Closing Date, as may be
              necessary to carry out the intention of the foregoing.
  
                    (ii) all rentals under the Leases and other tenant charges and
              Tenant Deposits, in each case as and when actually received.  Seller
              shall  deliver or provide a credit in an amount equal to all prepaid
              rents for periods  after the Closing  Date and all Tenant  Deposits,
              provided  that no  credit  shall  be made to  Purchaser  for  Tenant
              Deposits  that  have  been  applied  to  a  tenants  obligations  in
              accordance with the terms of such tenants Lease  consistent with the
              accounting to be provided at Closing by Seller with respect thereto.
              Rents  which are  delinquent  as of the  Closing  Date  shall not be
              prorated  on  the  Closing  Date.   Purchaser   shall  include  such
              delinquencies in its normal billing and shall use reasonable efforts
              in the  collection  thereof  after the Closing  Date (but  Purchaser
              shall not be required to litigate, declare a default in any Lease or
              expend  material  amounts of money in connection with such attempted
              collection).  To the extent Purchaser receives rents on or after the
              Closing Date, such payments shall be applied first toward reasonable
              costs  of  collection,  then  to the  current  months  rent  owed to
              Purchaser in  connection  with the  applicable  Lease for which such
              payments  are  received,  and any excess  monies  received  shall be
              applied toward the payment of any  delinquent  rents in the order of
              delinquency  (i.e. with rents longest  outstanding paid last),  with
              Seller's share thereof being promptly delivered to Seller. Not later
              than five (5) days prior to the actual  Closing  Date,  Seller shall
              identify  which tenants of the Property have  delinquent  rents with
              respect to which  Seller  intends  to  exercise  remedies,  and with
              respect to such  tenants  only,  and not  otherwise,  Seller  hereby
              reserves  the  right to  pursue  any  remedy  against  such  tenant,
              provided  that  Seller  shall  not  seek to  evict  such  tenant  or
              otherwise  terminate its lease or right of possession.  With respect
              to delinquent rents for the period prior to the Closing Date and any
              other  amounts or other rights of any kind,  respecting  tenants who
              are no longer tenants of the Property as of the Closing Date, Seller
              shall  retain all rights  relating  thereto.  Any rents  received by
              Seller  after the Closing Date that are  attributable  to the period
              after  the  Closing  Date  as set  forth  above  shall  be  paid  to
              Purchaser.
  
                    (iii) to the  extent  Property  Contracts  are not  terminated
              pursuant to Section 6, Seller  shall be  credited  for prepaid  sums
              under such Property  Contracts  and Purchaser  shall be credited for
              any amounts due or accrued thereunder as of Closing.
  
                    (iv) to the extent that utility  meters are not read and final
              bills rendered as of the day immediately  preceding the Closing Date
              as set forth  below,  water,  sewer,  electricity  and other  public
              utility  charges  with  respect to the  Property  shall be  prorated
              effective  as of the day  immediately  preceding  the  Closing  Date
              utilizing  an estimate of such charges  reasonably  approved by both
              Purchaser and Seller based on prior utility bills.
  
        Seller shall request and use reasonable  efforts to obtain a final reading
  of all water, sewer, electricity,  gas and other public utility meters as of the
  day  immediately  preceding  the Closing  Date and shall  promptly pay any bills
  rendered pursuant to such meter readings.
  
        All  prorations  and  closing  payments  shall  be made on the  basis of a
  closing statement approved by Purchaser and Seller.  Except as otherwise stated,
  in the event any of the  prorations  or  apportionments  made under this Section
  10.4  shall  prove to be  incorrect  for any  reason,  then any  party  shall be
  entitled to a prompt  adjustment  to correct the same.  Any item which cannot be
  finally  prorated  because  of  the   unavailability  of  information  shall  be
  tentatively prorated on the basis of the best data then available. Purchaser and
  Seller agree to use best efforts to achieve a final proration and  apportionment
  of closing payments within thirty (30) days following the Closing Date.
  
        10.5  Possession.  Possession  of  the  Property  shall  be  delivered  to
  Purchaser by Seller at the Closing,  subject only to the rights of tenants under
  the Leases,  rights  arising  under any Property  Contracts  not  terminated  by
  Purchaser  pursuant to Section 6, and rights  arising under any of the Permitted
  Exceptions.  Seller and Purchaser  covenant and agree to execute,  at Closing, a
  written notice of the acquisition of the Property by Purchaser,  for duplication
  and transmittal to all tenants affected by the sale and purchase of the Property
  (or  otherwise  in such  manner as will comply with  applicable  law  respecting
  notification  of  tenants).  Such  notice  shall be prepared  by  Purchaser  and
  approved by Seller,  shall notify the tenants of the sale and transfer and shall
  contain appropriate  instructions relating to the payment of future rentals, the
  giving of future notices,  and other matters reasonably required by Purchaser or
  required by law. Unless a different  procedure is required by applicable law, in
  which  event such laws shall be  controlling,  Purchaser  agrees to  transmit or
  otherwise deliver such letters to the tenants promptly after the Closing.
  
  11.0 Real Estate Commissions.  If and when, but only if and when, the Closing is
  completed and the Purchase  Price is paid in full,  Seller shall be obligated to
  pay a real estate commission and/or brokerage fee to (i) Eastdil Realty Company,
  LLC and (ii) Grubb & Ellis  (collectively,  the Brokers)  pursuant to a separate
  agreement between Seller and the Brokers.  Such commission shall be paid in full
  at Closing.  Seller and  Purchaser  represent  and warrant to each other that no
  other  brokerage  fee or real estate  commission  is or shall be due or owing in
  connection with this  transaction  based on any action or contact by such party,
  and Seller and Purchaser  hereby  indemnify and hold the other harmless from any
  and all loss, liability,  claim, cause of action,  damage, cost or other expense
  of any nature whatsoever,  including, without limitation,  reasonable attorneys'
  fees resulting from a breach of such representation and warranty. The provisions
  of this  paragraph  shall  survive  the Closing or earlier  termination  of this
  Agreement.
  
  12.0  Termination and Default
  
        12.1  Termination  by  Purchaser.  If  this  Agreement  is  terminated  by
  Purchaser  pursuant to its rights to  terminate  as provided  elsewhere  in this
  Agreement,  the Deposit  shall be returned  immediately  to the Purchaser by the
  Escrow Agent and the parties hereto shall have no further obligations hereunder,
  except as otherwise stated herein.
  
        12.2  Purchasers  Default.  If  Purchaser  defaults in its  obligation  to
  purchase  the  Property  subject  to and in  accordance  with the  terms of this
  Agreement,  the Deposit shall  promptly be paid to Seller by the Escrow Agent as
  liquidated  damages for Purchasers default and as Seller's sole remedy at law or
  in equity (it being  agreed by Seller and  Purchaser  that it is now, and at the
  time of such default will be, difficult or  impracticable to ascertain  Seller's
  actual  damages  and  that  such   liquidated   amount   represents   reasonable
  compensation to Seller).
  
        12.3  Seller's  Default.  In the  event  of  Seller's  default  hereunder,
  Purchaser may, as its sole and exclusive remedy at law or in equity, either: (i)
  terminate this  Agreement by giving written notice from Purchaser to Seller,  in
  which case the Deposit will be  immediately  returned to Purchaser by the Escrow
  Agent; or (ii) specifically enforce this Agreement.
  
  13.0 Communications  with Seller.  Purchaser and Escrow Agent hereby acknowledge
  and agree that all negotiations and other  communications to be made with Seller
  in connection with the  transaction  that is the subject of this Agreement shall
  be made with the Brokers or directly with PaineWebber Properties,  Inc. as agent
  for  PaineWebber  Growth  Properties  Two LP (Growth  II),  a  Delaware  limited
  partnership,  as a general partner of Seller.  Purchaser and Escrow Agent hereby
  acknowledge  notification  that  Growth  II has  exclusive  authority  under the
  Seller's  partnership  agreement to negotiate the sale of the Property on behalf
  of Seller and that the  Purchaser  and the Escrow Agent shall not be entitled to
  rely upon any representation,  agreement,  waiver or other communication made by
  or on behalf  of Growth  II's  partner,  Libra  Portland  Partners  (Libra),  an
  Illinois limited partnership, in connection with the sale of the Property.
  
  14.0 Right of First  Refusal and Seller's  Right to  Terminate.  The sale of the
  Property  by Seller is subject to a right of first of  refusal to  purchase  the
  Property  in favor of Libra,  as provided  in  Seller's  partnership  agreement.
  Purchaser  acknowledges  the existence of such right of first refusal and agrees
  that,  in the event that Libra elects to exercise its right of first  refusal to
  purchase the Property,  Growth II shall have the right, on behalf of Seller,  to
  terminate  this  Agreement by giving written notice of termination to Purchaser,
  such  notice to be given not later  than  forty  (40) days from the date of this
  Agreement.  If Seller shall so terminate  this  Agreement as a result of Libra's
  exercise of its right of first  refusal,  and the Property shall be purchased by
  Libra  without  Purchaser  (or any entity  controlling,  controlled  by or under
  common control with  Purchaser)  having a financial  interest in the purchase of
  the  Property  (either  through  debt or equity),  then Seller  agrees to pay to
  Purchaser a break-up fee in the amount of  $50,000.00  (the Break-up  Fee).  The
  Break-Up Fee, if earned, shall be paid by Seller upon the closing of the sale of
  the Property and Seller's obligation to pay such Break-up Fee to Purchaser shall
  survive termination of this Agreement.
  
  15.0  Lender and HUD  Approval.  The Note is insured  under  Section  207 of the
  National  Housing Act,  administered by HUD.  Purchaser  agrees to undertake the
  preparation of a complete HUD Form 92266,  Application  for Transfer of Physical
  Assets and all required supporting  documentation (the HUD Application) promptly
  following the mutual  execution and delivery of this  Agreement.  Not later than
  three (3) Business Days following notification from Seller that Libra's right of
  first  refusal  referenced  in  Section  14 is waived  or  deemed to be  waived,
  Purchaser  shall  make  application  to  Lender  and  HUD  (including,   without
  limitation,  submission  to HUD of the  HUD  Application)  for  approval  of the
  transfer  of the  Property  and  assumption  of the  Loan as  described  herein.
  Purchaser agrees to diligently and  continuously  pursue HUD and Lender approval
  and to timely provide all documentation  and information  required by either HUD
  or Lender,  with  copies to Seller,  as well as to keep  Seller  informed of the
  progress of Purchasers applications on at least a weekly basis.
  
        This  Agreement  and  the  Closing  are  expressly  conditioned  upon  the
  following:
  
              (a)  Preliminary  approval by HUD of the  assumption  of the Loan by
        Purchaser,  as set forth in Form HUD 92266,  Application  for  Transfer of
        Physical Assets,  and supporting  documents  submitted to HUD, without any
        qualifications or conditions which must be satisfied before HUD will grant
        final approval of the  Application  for Transfer of Physical Assets except
        (i) evidence  that the transfer of the Property to Purchaser  has occurred
        (including delivery of recorded and unrecorded closing documents); (ii) if
        required by HUD, the execution by Purchaser of a new Regulatory Agreement;
        (iii) delivery of and any modification or amendment to the  organizational
        or enabling  documents of Purchaser;  (iv) delivery of Purchasers  balance
        sheet;  (v)  delivery  of  mortagees  statement  of all trust  and  escrow
        accounts as of the Closing Date;  (vi) delivery of an  endorsement  to the
        existing  mortgagee policy of title  insurance;  (vii) delivery of the HUD
        approved legal opinion;  (viii) delivery of a rental schedule; or (ix) any
        other  conditions  or  qualifications  that  are  mutually  acceptable  to
        Purchaser and Seller. No transfer of any interest in the Property shall be
        effective prior to obtaining HUD approval of the transaction  contemplated
        herein.  Purchaser  shall not take  possession  of the Property nor assume
        benefits  of  the  Property   ownership  prior  to  HUD  approval  of  the
        transaction  contemplated  herein.  Purchaser shall have no right upon any
        breach by Seller hereunder to seek damages,  directly or indirectly,  from
        the FHA project which is the subject of this  transaction,  including from
        any assets,  rents, issues or profits thereof; and Purchaser shall have no
        right to effect a lien upon the Property or the assets,  rents,  issues or
        profits thereof.
  
              (b) Prior to the Closing Date,  written consent of the Lender (which
        consent and related  assumption  documents  required by Lender shall be in
        form and substance  reasonably  acceptable to Seller and Purchaser) to the
        sale of the  Property  to  Purchaser  and the  assumption  of the  Loan by
        Purchaser  and  release  of  Seller  from all  obligations  under the Loan
        Documents.  Purchaser  agrees to cooperate in all respects  with  Seller's
        efforts to obtain Lenders consent following  notification from Seller that
        Libra's  right of first  refusal  referenced in Section 14 is waived or is
        deemed  to  be  waived,  and  to  timely  provide  all  documentation  and
        information required by Lender in connection therewith.
  
        15.1 In the event that Lender and HUD consent to the sale of the  Property
  to Purchaser and the  assumption  of the Loan by Purchaser  but  condition  such
  consent upon Seller  remaining  liable under the terms of the Loan Documents for
  matters  occurring after the Closing Date, Seller may terminate this transaction
  by written notice to Purchaser.
  
        15.2 With the exception of the cost of any audit required prior to Closing
  in connection with the obtaining of HUD approval, which shall be paid by Seller,
  all application costs,  assumption fees, or other charges incurred in connection
  with the  assumption of the Loan by Purchaser and approval  thereof shall be the
  sole obligation of Purchaser.
  
  16.0 General Escrow  Provisions.  The obligations and rights of the Escrow Agent
  under this Agreement shall be subject to the following terms and conditions:
  
              (a) The duties and  obligations  of Escrow Agent shall be determined
        solely by the express provisions of this Agreement, as it may hereafter be
        amended, or by subsequent written instructions agreed upon and executed on
        behalf of Purchaser, Seller and Escrow Agent.
  
              (b)  Escrow  Agent  shall  not be  liable to anyone by reason of any
        error of judgment,  or for any act done or step taken or omitted by Escrow
        Agent in good faith,  or for any  mistake of fact or law, or for  anything
        which Escrow Agent may do or refrain  from doing in  connection  herewith,
        unless  caused by or arising  out of Escrow  Agents  gross  negligence  or
        intentional misconduct.
  
              (c) Escrow  Agent shall be entitled to rely,  and shall be protected
        in acting in  reliance,  upon any  writing  furnished  to Escrow  Agent by
        either Purchaser or Growth II on behalf of Seller and shall be entitled to
        treat as genuine, and as the document it purports to be, any letter, paper
        or other document furnished to Escrow Agent.  Escrow Agent may rely on any
        affidavit  of  either  Purchaser  or  Growth II on behalf of Seller or any
        other person as to the  existence of any facts stated  therein to be known
        by the affiant.
  
              (d) If Seller shall become entitled to retain or receive the Deposit
        or other amount paid under this Agreement, Escrow Agent shall pay the same
        to Seller together with all interest earned thereon and if Purchaser shall
        become entitled to a return of the Deposit or other amount paid under this
        Agreement,  Escrow Agent shall pay the same to Purchaser together with all
        interest earned thereon; provided,  however, that no disbursement pursuant
        to this  subsection  shall be made by Escrow  Agent  until the third (3rd)
        Business  Day  following  the  receipt  or  deemed  receipt  of  notice by
        Purchaser  and Seller from Escrow  Agent of its  intention to so disburse,
        and disbursement  made by Escrow Agent after the passage of such three (3)
        Business  Day period  shall  relieve  Escrow  Agent from all  liability in
        connection with such  disbursement  unless such disbursement is proscribed
        by order of a court of competent jurisdiction or objected to in writing by
        Seller or  Purchaser.  If such  disbursement  is objected to in writing by
        Seller or Purchaser within such three (3) Business Day period, then Escrow
        Agent shall not make such  disbursement  until  unanimously  instructed in
        writing by Purchaser and Seller,  or is directed to make such disbursement
        by a court of competent jurisdiction.
  
              (e) In the event of any  disagreement  between  Purchaser and Seller
        resulting in adverse  claims and demands being made in connection  with or
        against the funds held in escrow, Escrow Agent shall refuse to comply with
        the claims or demands of either party until such  disagreement  is finally
        resolved (i) by a court of competent  jurisdiction  (in proceedings  which
        Escrow  Agent or any other party may  initiate,  it being  understood  and
        agreed by Purchaser  and Seller that Escrow Agent has  authority  (but not
        the obligation) to initiate such proceedings), or (ii) by an arbitrator in
        the event that  Purchaser  and Seller  determine  to submit the dispute to
        arbitration pursuant to the rules of the American Arbitration Association,
        and in so doing Escrow Agent shall not be or become liable to a party,  or
        (iii) by written settlement between Purchaser and Seller.
  
              (f)  Purchaser  and  Seller  each  agree to  jointly  and  severally
        indemnify  and hold  harmless  Escrow  Agent  against  any and all losses,
        liabilities,  costs  (including  legal fees) and other expenses in any way
        incurred  by  Escrow  Agent  in  connection  with  or as a  result  of any
        disagreement   between  Purchaser  and  Seller  under  this  Agreement  or
        otherwise  incurred  by Escrow  Agent in any way on account of its role as
        Escrow Agent.
  
              (g)  Escrow  Agent in its sole  discretion  shall  have the right to
        assign its rights and  obligations as Escrow Agent under this Agreement to
        a successor Escrow Agent which is a nationally  recognized title insurance
        company. Upon any such assignment, Escrow Agent shall transfer the Deposit
        and any interest earned thereon to such successor Escrow Agent,  whereupon
        the original  Escrow Agent shall have no further  obligation  or liability
        whatsoever as Escrow Agent under this Agreement.
  
              (h)  Escrow  Agent  may pay the  Deposit  into a court of  competent
        jurisdiction  upon  commencement  by the Escrow  Agent of an  interpleader
        action in such court.  The costs and  attorneys'  fees of the Escrow Agent
        for such interpleader  action shall be paid one-half by each of Seller and
        Purchaser.
  
              (i) The rights and immunities of Escrow Agent  hereunder shall apply
        equally to its partners, of counsel, associates, employees, affiliates and
        agents.
  
              (j) All of Escrow  Agents  obligations  under this  Agreement  shall
        automatically terminate upon disbursing the Deposit as set forth above.
  
  17.0  Miscellaneous
  
        17.1 Entire  Agreement.  This Agreement  constitutes the entire  agreement
  between the parties hereto with respect to the transactions contemplated herein,
  and it supersedes all prior  discussions,  understandings or agreements  between
  the  parties.  All  Exhibits and  Schedules  attached  hereto are a part of this
  Agreement and are incorporated herein by reference.
  
        17.2 Binding On  Successors  and Assigns.  Subject to Section  17.3,  this
  Agreement  shall be binding upon and inure to the benefit of the parties  hereto
  and their respective successors and assigns.
  
        17.3 No  Assignment by  Purchaser.  Without the prior  written  consent of
  Seller,  Purchaser shall not,  directly or indirectly,  assign this Agreement or
  any of its rights hereunder. Any attempted assignment in violation hereof shall,
  at the election of Seller in its sole  discretion,  be of no force or effect and
  shall constitute a default by Purchaser. Notwithstanding the foregoing Purchaser
  may elect to have a nominee  entity  accept  title to the  Property  at Closing,
  provided  that any such nominee must be an  affiliated  entity  controlled by or
  under common control with Purchaser,  and Purchaser shall give written notice of
  such nominee to Seller,  together with any  reasonable  evidence of  affiliation
  requested  by  Seller,  a minimum  of fifteen  (15) days  prior to  Closing.  No
  designation  of a nominee to receive  title  shall  release  Purchaser  from its
  obligations under this Agreement.
  
        17.4  Waiver.  The excuse or waiver of the  performance  by a party of any
  obligation  of the other party under this  Agreement  shall only be effective if
  evidenced by a written statement signed by the party so excusing or waiving.  No
  delay in exercising any right or remedy shall  constitute a waiver thereof,  and
  no waiver by Seller or Purchaser of the breach of any covenant of this Agreement
  shall be construed as a waiver of any preceding or succeeding breach of the same
  or any other covenant or condition of this Agreement.
  
        17.5  Governing  Law.  This  Agreement  shall be governed by and construed
  under the internal laws of the State of Oregon, without regard to the principles
  of conflicts of law.
  
        17.6  Counterparts.  This  Agreement  may be  executed  in any  number  of
  counterparts  and it shall be sufficient that the signature of each party appear
  on one or more such counterparts. All counterparts shall collectively constitute
  a single agreement.
  
        17.7 Notices. All communications hereunder shall be in writing, personally
  delivered or mailed by first-class  registered or certified mail, return receipt
  requested, postage prepaid or delivered by Federal Express or another nationally
  recognized  overnight  commercial courier against receipt,  or sent by facsimile
  providing that a confirming  copy is  simultaneously  sent by Federal Express or
  other nationally  recognized  overnight  commercial courier, (i) if to Seller at
  c/o PaineWebber  Properties,  Inc., 265 Franklin Street,  Boston,  Massachusetts
  02110, Attention: Celia R. Deluga, Vice President (facsimile no. (617) 345-8725,
  telephone  no.  345-8710),  with a copy to:  Andrew C.  Sucoff,  Esq.,  Goodwin,
  Procter & Hoar LLP,  Exchange  Place,  Boston,  MA 02109  (facsimile  no.  (617)
  227-8591,  telephone  no.  (617)  570-1995)  and (ii) if to Purchaser at 1121 SW
  Salmon Street, Portland,  Oregon 97205, Attention:  Harold Schnitzer,  President
  (facsimile no. (503)  274-2793;  telephone no. (503)  274-2900),  with a copy to
  Ball Janik LLP, One Main Place, 101 Southwest Main Street, Suite 1100, Portland,
  Oregon  97204-3219,  Attention:  Steven T.  Janik,  Esq.  (facsimile  no.  (503)
  295-1058;  telephone no. (503)  228-2525).  Such notice shall be deemed given on
  the date of  receipt  by the  addressee  or the date  receipt  would  have  been
  effectuated if delivery were not refused. Each party may designate a new address
  by written notice to the other in accordance with this paragraph.  The inability
  to deliver a notice because of a changed  address of which proper notice was not
  given shall be deemed a refusal of such notice.
  
        17.8  Attorneys'  Fees.  In the  event  of a  judicial  or  administrative
  proceeding  or action by one party  against the other party with  respect to the
  interpretation  or enforcement of this Agreement,  the prevailing party shall be
  entitled to recover reasonable costs and expenses including, without limitation,
  reasonable attorneys' fees and expenses, whether at the investigative, pretrial,
  trial or appellate  level. The prevailing party shall be determined by the court
  based upon an assessment of which party's major arguments or position prevailed.
  
        17.9 IRS Real Estate Sales Reporting.  Purchaser,  Seller and Escrow Agent
  hereby  agree  and  acknowledge  that  Escrow  Agent  shall  act as  the  person
  responsible for closing the  transaction  which is the subject of this Agreement
  pursuant to Internal Revenue Code Section 6045(e) and shall prepare and file all
  informational returns,  including without limitation, IRS Form 1099-S, and shall
  otherwise  comply with the provisions of Internal  Revenue Code Section 6045(e).
  Purchaser and Seller shall reasonably cooperate in connection with such filings.
  
        17.10  Time  Periods.  In  the  event  the  time  for  performance  of any
  obligation  hereunder  expires on a day that is not a Business Day, the time for
  performance shall be extended to the next Business Day.
  
        17.11  Modification of Agreement.  No modification of this Agreement shall
  be deemed effective unless in writing and signed by both Seller and Purchaser.
  
        17.12 Further  Instruments.  Each party,  promptly upon the request of the
  other,  shall  execute and have  acknowledged  and  delivered to the other or to
  Escrow Agent, as may be appropriate,  any and all further instruments reasonably
  requested or  appropriate  to evidence or give effect to the  provisions of this
  Agreement and which are consistent with the provisions of this Agreement.
  
        17.13 Descriptive Headings.  The descriptive headings of the paragraphs of
  this Agreement are inserted for convenience only and shall not control or affect
  the meaning or construction of any provisions of this Agreement.
  
        17.14 Time of the Essence.  Time is of the essence with respect to each of
  the material provisions of this Agreement.
  
        17.15  Business  Day. As used herein,  the term Business Day means any day
  other than  Saturday,  Sunday and any day which is not a full trading day on the
  New York Stock Exchange.
  
        17.16  Construction  of Agreement.  This Agreement  shall not be construed
  more  strictly  against one party than against the other merely by virtue of the
  fact that it may have been prepared primarily by counsel for one of the parties,
  it  being   recognized   that  both   Purchaser  and  Seller  have   contributed
  substantially and materially to the preparation of this Agreement.
  
        17.17 STATUTORY  DISCLOSURE PURSUANT TO ORS 93.040. THE PROPERTY DESCRIBED
  IN THIS  INSTRUMENT  MAY NOT BE  WITHIN A FIRE  PROTECTION  DISTRICT  PROTECTING
  STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS,  WHICH, IN
  FARM OR FOREST ZONES,  MAY NOT AUTHORIZE  CONSTRUCTION  OR SITING OF A RESIDENCE
  AND WHICH LIMIT LAWSUITS  AGAINST FARMING OR FOREST  PRACTICES AS DEFINED IN ORS
  30.930 IN ALL ZONES.  BEFORE  SIGNING OR ACCEPTING THIS  INSTRUMENT,  THE PERSON
  ACQUIRING FEE TITLE TO THE PROPERTY  SHOULD CHECK WITH THE  APPROPRIATE  CITY OR
  COUNTY  PLANNING  DEPARTMENT  TO  VERIFY  APPROVED  USES AND  EXISTENCE  OF FIRE
  PROTECTION FOR STRUCTURES.
  
        17.18 JURY TRIAL WAIVER.  THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN
  ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT OR TORT) BROUGHT BY
  EITHER OF THE PARTIES  HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING
  OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
  
  18.0 1031  Exchange.  Purchaser  may acquire the Property as part of an Internal
  Revenue Code Section  1031 tax deferred  exchange for the benefit of  Purchaser.
  Seller agrees to assist and  cooperate in such  exchange at no cost,  expense or
  liability to Seller and Seller  further  agrees to execute any and all documents
  (subject to the reasonable approval of Seller's legal counsel) as are reasonably
  necessary in  connection  with such  exchange.  Purchaser  may be assigning  all
  contract  rights and obligations  hereunder to a qualified  intermediary as that
  term is defined in the Internal Revenue Code and relevant Treasury  regulations.
  As part of such exchange,  Purchaser shall acquire the Property and Seller shall
  not be  obligated  to  acquire  or  convey  any other  property  as part of such
  exchange. No permitted assignment hereunder shall relieve Purchaser of liability
  hereunder.
  
  19.0 Increase in Purchase Price. If Purchaser has not executed this Agreement as
  of the end of the business day on May 11, 1998 and  forwarded the same to Seller
  via overnight delivery service for delivery on the morning of May 12, 1998, then
  the Purchase Price set forth in Section 2 shall be increased to $51,000,000, and
  the required Deposit described in Section 3 shall be increased to $2,853,708.
  
  
  
  <PAGE>
  
  
  
  IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
  date first written above.
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:  PaineWebber Growth Properties Two LP, its
                                     general partner
  
                                     By: Second PW Growth Properties, Inc., its
                                         general partner
  
  
                                         By:  /s/ Celia R. Deluga
                                              -------------------
                                         Name:  Celia R. Deluga
                                         Title:  Vice President
  
  
                                PURCHASER:
  
                               HARSCH INVESTMENT CORP.
  
  
                             By: /s/ Harold J. Schnitzer
                                 -----------------------
                             Name:  Harold J. Schnitzer
                             Title: President
  
  
  <PAGE>
  
  
  
  
                                   May 12, 1998
  
  
  Via Federal Express and Certified Mail
  
  Mr. Eugene Golub, President
  LIBRA  PORTLAND  PARTNERS
  c/o LIBRA Real Estate Corporation  
  625 North Michigan
  Avenue, Suite 2000
  Chicago, IL  60611
  
        Re:   Amended and Restated Partnership Agreement of Oregon Portland
              Associates dated as of March 1, 1990 (the Partnership Agreement)
              ----------------------------------------------------------------
  
  Dear Mr. Golub:
  
        PaineWebber  Growth  Properties Two LP (Growth II) hereby delivers notice,
  pursuant to the terms of Section 7.06 of the  captioned  Partnership  Agreement,
  that Growth II is in receipt of a bona fide written offer from Harsch Investment
  Corp.  to  purchase  the  Portland  Center  Apartments,  Portland,  Oregon  (the
  Property) from Oregon Portland  Associates (the  Partnership) upon the terms and
  conditions  contained in the Real Estate Purchase Agreement attached hereto (the
  Purchase Agreement). The Purchase Agreement includes the following general terms
  and conditions:
  
       1.   Purchase Price: $50,000,000. See Section 2 of the Purchase Agreement.
  
       2.   Earnest Money Deposit: $2,773,203.00 (i.e., 10% of the cash portion of
            the Purchase Price). See Section 3 of the Purchase Agreement.
  
       3.   Title  Insurance:  The Seller will pay the cost of  furnishing a basic
            owners policy of title insurance for the Property. See Section 10.4 of
            the Purchase Agreement.
  
       4.   Documentary  Stamps and Transfer Taxes:  Recording fees shall be split
            between Purchaser and Seller. Multnomah County, Oregon does not impose
            a  requirement  for  documentary  stamps or  transfer  taxes.  See the
            allocation of closing costs in Section 10.4 of the Purchase Agreement.
  
        We would appreciate a prompt written response from you, in accordance with
  Section  7.06 of the  Partnership  Agreement,  indicating  that either (i) LIBRA
  PORTLAND PARTNERS will purchase the Property from the Partnership upon the terms
  and  conditions  set forth in the  Purchase  Agreement,  or (ii) LIBRA  PORTLAND
  PARTNERS  waives its rights under Section 7.06 of the  Partnership  Agreement so
  that  Growth  II can  proceed  with the sale of the  Property  on  behalf of the
  Partnership and the winding up of the Partnership. In any event, Section 7.06 of
  the Partnership  Agreement  calls for a written  response from you within thirty
  (30) days of the date of this notice,  or LIBRA PORTLAND PARTNERS will be deemed
  to have waived its right to purchase the Property.
  
  
  <PAGE>
  
  
  
        Thank you very much for your prompt attention to this matter.
  
                                     Sincerely,
  
                                      PaineWebber Growth Properties Two LP, a
                                      Delaware limited partnership
  
                                      By:   Second PW Growth Properties, Inc.
  
  
                                            By:  /s/ Celia R. Deluga
                                                 -------------------
                                                 Vice President
  
  cc:   David Glickstein, Esq.
        Rudnick & Wolfe
        203 North LaSalle Street, Suite 1800
        Chicago, IL  60601-1293
  
  
  <PAGE>
  
  
  GOLUB & COMPANY                                                   [GOLUB]
  
   Real Estate Investment and Development
  
                                      EXHIBIT B
  
   June 11, 1998
                                                       VIA FEDEX, FACSIMILE
                                                       AND REGULAR MAIL
  
   Paine Webber Growth Properties Two LP
   c/o PaineWebber Properties, Inc.
   265 Franklin Street
   Boston, Massachusetts  02110
   Attention:  Celia R. Deluga
  
   Re:  Amended and Restated Partnership Agreement of Oregon Portland Associates 
        dated as of March 1, 1990
        ------------------------------------------------------------------------
  
   Gentlemen:
  
        Reference  is made to your  letter to  Eugene  Golub  dated  May 12,  1998
  regarding  the right of Libra  Portland  Partners  ("LPP") to  acquire  Portland
  Center  Apartments (the "Property") on the terms and conditions set forth in the
  Real  Estate  Purchase   Agreement   attached  to  said  letter  (the  "Purchase
  Agreement").
  
        You are hereby  notified  that LPP elects to and does hereby  exercise its
  right to  purchase  the  Property on the terms and  conditions  set forth in the
  Purchase Agreement,  including the closing date set forth therein. In accordance
  with Section 3 of the Purchase Agreement, LPP is, concurrently with the delivery
  of this letter,  causing  $2,773,203 to be wire  transferred to the Escrow Agent
  (as defined in the Purchase Agreement).
  
                                            Very truly yours,
  
                                            LIBRA PORTLAND PARTNERS
  
                                            By:  Libra Portland Corporation
  
                                                  By:  /s/ Eugene Golub
                                                       ----------------
                                                       Eugene Golub, President
  
   Enclosure
  
   cc:  Andrew C. Sucoff, Esq.
  
  
  
  <PAGE>
  
  
  
  
                                   July 8, 1998
  
  
  
  Via FedEx and Certified Mail
  
  Libra Portland Partners
  c/o Libra Real Estate Corporation
  625 North Michigan Avenue
  Suite 2000
  Chicago, IL 60611
  Attn:  Eugene Golub, President
  
        Re:   Amended and Restated Partnership Agreement of Oregon Portland
              Associates dated as of March 1, 1990 (the Partnership Agreement)
              ----------------------------------------------------------------
  
  Dear Mr. Golub:
  
        PaineWebber  Growth  Properties  Two,  L.P.  (GP 2) is in  receipt of your
  letter dated June 11, 1998 in which Libra Portland  Partners (LPP) exercised its
  right under the terms and  conditions of the  Partnership  Agreement to purchase
  Portland Center  Apartments (the Property) on the terms and conditions set forth
  in the Real Estate  Purchase  Agreement  dated as of May 11, 1998 (the  Purchase
  Agreement).  We note that the  exercise  attempted  to alter the closing date as
  required  under the  Partnership  Agreement to the closing date as  contemplated
  under the Purchase Agreement.
  
        GP 2 has also  received the request,  forwarded by Michael  Goldman  under
  cover dated June 22, 1998,  for GP 2s consent to the  assignment of LPP's rights
  to purchase the Property.  GP 2 is not prepared to consent to that assignment in
  its current form. We suggest  instead  entering into a letter  agreement  (which
  could be a countersigned  copy of this letter) which  memorializes the terms and
  conditions of LPP's  acquisition  of the Property.  Oregon  Portland  Associates
  would then, at Closing,  subject to the terms and conditions hereof,  convey the
  Property to the nominee directed by LPP.
  
        Subject to the terms of this letter and your  willingness to countersign a
  copy hereof and return it to us, we mutually agree as follows:
  
        Notwithstanding   the  provisions  of  Section  7.06  of  the  Partnership
  Agreement  calling for a closing  within  ninety (90) days of the first  refusal
  notice,  the timing of the sale of the Property will be  determined  pursuant to
  the Purchase Agreement as amended below in Paragraph 4.
  
        LPP shall assume all of the  obligations and have all of the rights of the
  Purchaser  pursuant  to the  Purchase  Agreement,  subject to the  modifications
  contained herein, as if LPP was the Purchaser thereunder.
  
        Notwithstanding   the  provisions  of  Section  7.06  of  the  Partnership
  Agreement,  the  Partnership  shall pay a brokerage  commission  of 0.65% of the
  purchase price and the purchase price shall be $50,000,000.00.
  
  
  <PAGE>
  
  
  
        The Purchase Agreement shall be and is hereby modified as follows:
  
        1. LPP shall be the  Purchaser  and the notice  address for the  Purchaser
  shall be changed to:
  
              Libra Portland Partners
              c/o Golub & Company
              625 North Michigan Avenue
              Suite 2000
              Chicago, IL 60611
              Attn: Eugene Golub, President
  
        2. The letter of credit requirement shall be omitted and a cash deposit as
  the Deposit in the same amount shall be required.  Seller  acknowledges that the
  Deposit  has been made in the amount of  $2,773,203  which  shall be held by the
  Escrow Agent under the terms and conditions of the Purchase Agreement.
  
        3.  Section  9.3(a) is  revised  to  acknowledge  that LPP is an  Illinois
  limited partnership.
  
        4. In Section 10.1, the Closing Date shall be the earlier of (i) September
  9, 1998 or (ii) seven (7) days  following  Purchasers  receipt  of the  required
  consents  of HUD and the  Lender  to the  Purchasers  assumption  of the Loan as
  described  in Section 15.  (Subject  only to  Purchasers  right to extend for an
  additional  thirty  (30) days as  described  in  Section  10.1.)  LPP and/or its
  nominee agrees and covenants to diligently pursue all such required consents.
  
        5. Section 14 is deleted in its entirety.
  
        6. With  regard to Section 15, GP 2 agrees to  cooperate  with LPP and the
  proposed  nominee in  connection  with the  nominees  obtaining  of the required
  consents referenced in Section 15.
  
        7. With regard to Section 17.3,  GP 2 agrees that,  provided that there is
  no  default  of  LPP  pursuant  to the  Purchase  Agreement  or the  Partnership
  Agreement,  Oregon Portland Associates will convey, at Closing,  the Property to
  the nominee directed by LPP,  provided that no such conveyance shall relieve LPP
  of its obligations under the Partnership Agreement or the Purchase Agreement and
  provided  further  that  LPP's  nominee  shall  assume  all  of the  rights  and
  obligations of the Purchaser and LPP under the Purchase Agreement.
  
        8. Section 17.7 is modified by identifying  LPP as the Purchaser,  and all
  notices shall be directed to LPP in accordance with the notice provisions of the
  Partnership Agreement.
  
        9. Section 19 shall not be  applicable,  and the  Purchase  Price shall be
  Fifty Million Dollars ($50,000,000).
  
        All of the  foregoing  is  subject  to your  agreement  to the  terms  and
  conditions  set forth in this  letter and our  receipt of a copy of this  letter
  countersigned by LPP on or before July 10, 1998.
  
                                            Sincerely,
  
                                            PaineWebber Growth Properties II,
                                            L.P., a Delaware limited partnership
  
                                            By: Second PW Growth Properties, Inc.
  
  
                                               By:  /s/ Celia R. Deluga
                                                    -------------------
                                                    Celia R. Deluga,
                                                    Vice President
  
  
  <PAGE>
  
  
                                November 24, 1998
  
  
  Via Facsimile and FedEx
  
  Libra Portland Partners
  c/o Golub & Company
  625 North Michigan Avenue
  Suite 2000
  Chicago, IL  60611
  Attn:  Eugene Golub, President
  
        Re:   Partnership  Agreement  of Oregon  Portland  Associates  dated as of
              March 1, 1998 (the  "Partnership  Agreement");  Real Estate Purchase
              Agreement  dated May 11,  1998  ("Purchase  Agreement");  and Letter
              Agreement dated July 8, 1998 ("Letter Agreement").
              --------------------------------------------------------------------
  
  
  Dear Mr. Golub:
  
        The parties hereby agree to amend the Purchase Agreement as follows:
  
        1. The Purchase Price is reduced by $1.5 Million to $48.5  Million,  which
  reduction shall be realized pursuant to a "true-up" at Closing, wherein the $1.5
  Million  reduction  will be allocated 70% to the Seller and 30% to the Purchaser
  by means of a  contribution  of  $450,000  made by the  Purchaser  to  Seller at
  Closing.  The Purchaser shall deposit funds at Closing  sufficient to effectuate
  the foregoing.
  
        2.  Purchaser  agrees  that (i) the HUD letter  dated  November  23,  1998
  addressed to Levy, Levy & Levy on behalf of Equity Residential  Properties Trust
  satisfies the conditions contained in Section 15 of the Purchase Agreement,  and
  (ii) all other conditions and/or contingencies to the Purchaser's performance of
  its Closing  obligations under the Purchase Agreement have been satisfied or, to
  the  extent  not  satisfied,  are hereby  irrevocably  waived by the  Purchaser.
  Purchaser  acknowledges  that there are no further  contingencies to Closing and
  accordingly  the Deposit (as defined in the Purchase  Agreement) has been earned
  by the Seller and shall be delivered to Seller on the Closing Date referenced in
  paragraph 3 below,  regardless of whether the Closing  shall occur.  This letter
  shall constitute  joint written  instructions to the Escrow Agent (as defined in
  the Purchase Agreement) to the extent necessary to effectuate the foregoing.
  
        3. The parties agree that the Closing is extended by mutual  agreement and
  shall occur on December 3, 1998 and be completed early enough in the day so that
  the sale proceeds will be wired and received by the Seller by 5:00 p.m.  Eastern
  Standard Time on December 3, 1998.
  
        4.  Purchaser  agrees to reinstate its agreement  with Equity  Residential
  Properties Trust ("Equity") in a manner consistent with the terms of this letter
  agreement.
  
  
  <PAGE>
  
  
  
        The foregoing is subject to the agreement of Libra to all of the terms
  and conditions set forth in this letter as evidenced by our receipt of a copy
  of this letter countersigned by Libra by 6:00 p.m. E.S.T. today.
  
                                            Sincerely,
  
                                            Paine Webber Growth Properties II,
                                            L.P., a Delaware limited partnership
  
                                            By:  Second PW Growth Properties, Inc.
  
  
                                                  By:  /s/ Celia R. Deluga
                                                       -------------------
                                                       Celia R. Deluga
                                                       Vice President
  
  The undersigned agree to the foregoing terms and conditions:
  
  Libra Portland Partners
  
  By:  Libra Portland Corp.
  
        By:  /s/ Eugene Golub
             ----------------
        Name:  Eugene Golub
        Title:  President
  
  
  <PAGE>
  
  
                           OREGON SPECIAL WARRANTY DEED
  
  
        KNOW ALL MEN BY THESE PRESENTS, that Oregon Portland Associates, an Oregon
  general partnership (the Grantor) with a usual place of business c/o PaineWebber
  Growth Properties Two LP, 265 Franklin Street, Boston, Massachusetts 02110, does
  hereby convey and specially warrant to EQR-PORTLAND  CENTER,  L.L.C., a Delaware
  limited  liability  company  (the  Grantee)  with a usual place of business  c/o
  Equity  Residential  Properties  Trust,  Two North Riverside  Plaza,  Suite 400,
  Chicago,  Illinois 60606, the real property located in Multnomah County, Oregon,
  more particularly described in Exhibit A attached hereto and made a part hereof,
  including all  improvements  located  thereon,  free of encumbrances  created or
  suffered by the Grantor except as  specifically  set forth on Exhibit B attached
  hereto  and  made a part  hereof,  subject  to any and all  existing  taxes  and
  assessments, easements, rights of way, encumbrances and restrictions of record.
  
  THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY  DESCRIBED IN THIS INSTRUMENT
  IN VIOLATION OF  APPLICABLE  LAND USE LAWS AND  REGULATIONS.  BEFORE  SIGNING OR
  ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD
  CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED
  USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES
  AS DEFINED IN ORS 30.930.
  
        EXECUTED UNDER SEAL, this Oregon Special Warranty Deed, as of this 1st day
  of December, 1998.
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   PaineWebber Growth Properties Two LP, its
                                      general partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its general partner
  
  
  
                                            By:   /s/Celia R. Deluga
                                                  ------------------
                                                   Name:  Celia R. Deluga
                                                   Title:  Vice President
  
  
  
  
  <PAGE>
  
  
                                   BILL OF SALE
  
  
        THIS  BILL OF SALE is made  as of this  1st day of  December,  1998,  from
  OREGON PORTLAND ASSOCIATES,  an Oregon general partnership (the Seller), with an
  address care of  PaineWebber  Growth  Properties  Two LP, 265  Franklin  Street,
  Boston, Massachusetts 02110, and EQR-PORTLAND CENTER, L.L.C., a Delaware limited
  liability  company  (the  Purchaser),  with an address  c/o  Equity  Residential
  Properties Trust, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606.
  
        WHEREAS,  in connection with the conveyance of the real property described
  on  Exhibit A  attached  hereto  (the Real  Property),  Seller  hereby  conveys,
  transfers,  sets over and assigns to Purchaser all of Sellers  right,  title and
  interest in and to the personal  property used in connection with and located at
  the Real  Property as  identified  on Schedule 1 attached  hereto (the  Personal
  Property).
  
        NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
  sufficiency of which is hereby  acknowledged,  Seller does hereby sell, deliver,
  transfer,  set-over and assign unto Purchaser the Personal Property in its AS IS
  condition  without  express or implied  warranty of any kind or nature except as
  expressly  set forth  herein,  to have and to hold the same unto  Purchaser  and
  Purchasers successors and assigns, forever.
  
        EXECUTED under seal as of the date first above written.
  
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   PaineWebber Growth Properties Two LP,
                                      its general partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its general partner
  
  
                                            By: /s/ Celia R. Deluga
                                                -------------------
                                               Name:  Celia R. Deluga
                                               Title:  Vice President
  
  
  <PAGE>
  
  
                       ASSIGNMENT AND ASSUMPTION OF LEASES
  
  
        THIS  ASSIGNMENT  AND  ASSUMPTION  OF LEASES is made as of this 1st day of
  December,  1998, from OREGON PORTLAND ASSOCIATES,  an Oregon general partnership
  (the Assignor),  with an address care of PaineWebber  Growth  Properties Two LP,
  265 Franklin Street, 16th Floor,  Boston,  Massachusetts 02110, and EQR-PORTLAND
  CENTER,  L.L.C., a Delaware limited  liability  company (the Assignee),  with an
  address c/o Equity  Residential  Properties  Trust,  Two North Riverside  Plaza,
  Suite 400, Chicago, Illinois 60606.
  
  
                                   R E C I T A L S
  
        A.  Assignor is the owner of certain  real  property  located in Portland,
  Oregon more particularly described in Exhibit A attached hereto and incorporated
  herein (the Property).
  
        B. Assignor has on the date hereof (the Closing Date)  delivered a special
  warranty  deed to the  Property  to Assignee  pursuant  to Real Estate  Purchase
  Agreement  between  Assignor and Assignee dated as of May 11, 1998 (the Purchase
  Agreement).
  
        C. As additional  consideration for the Purchase  Agreement,  Assignor has
  agreed to transfer  and assign to Assignee  all of  Assignors  right,  title and
  interest in, to and under the leases set forth in the rent roll attached  hereto
  as Exhibit B and incorporated herein  (collectively,  the Leases),  and Assignee
  has agreed to assume Assignors obligations under the Leases, in each case on the
  terms and conditions set forth in this Agreement.
  
  
                                  A G R E E M E N T
  
  
        NOW,  THEREFORE,  Assignor  hereby  transfers,  sets over and  assigns  to
  Assignee as additional  consideration  for the Purchase Price, all right,  title
  and  interest  of  Assignor  in, to and under the  Leases set forth in Exhibit B
  including,  without limitation,  the right to receive payments due and to become
  due thereunder  after the Closing Date, but subject to the terms of the Purchase
  Agreement  which survive such  assignment  and the conveyance of the Property to
  Assignee.
  
        Assignor represents and warrants that:
  
              (a) it is the  owner  of the  Leases  free and  clear of any  claims
        except  valid  claims,  if any,  of the  tenants  to the  return of Tenant
        Deposits (as defined in the Purchase Agreement); and
  
              (b)  Exhibit B is a true and  complete  list of all leases and other
        occupancy  agreements  in effect as of the date  hereof,  and is otherwise
        accurate in all material respects.
  
        Assignor  hereby  agrees to  indemnify  and save  harmless  Assignee,  its
  successors and assigns from and against all costs,  expenses and  liabilities of
  the lessor under the Leases arising  through the day  immediately  preceding the
  Closing Date,  and Assignee  hereby agrees to indemnify and hold  Assignor,  its
  successors and assigns harmless  against all costs,  expenses and liabilities of
  the lessor under the Leases  arising with respect to the period on and after the
  Closing Date. It is expressly  agreed that Assignor  shall not be responsible to
  the lessees under the Leases for the discharge  and  performance  of any and all
  duties and obligations  hereafter accruing and to be performed and/or discharged
  by the lessor  thereunder  from and after the date  hereof,  including,  without
  limitation, Assignees duty and obligation to return Tenant Deposits to lessees.
  
        By its execution of this Agreement, Assignee hereby accepts the assignment
  of the Leases and  assumes  and agrees to perform  timely and  discharge  all of
  Assignors obligations,  covenants, and agreements under the Leases accruing from
  and after the date hereof.
  
        This  Agreement  shall be  governed by the laws of the State of Oregon and
  shall be binding  upon and inure to the benefit of  Assignor  and  Assignee  and
  their respective successors and assigns.
  <PAGE>
  
        IN  WITNESS  WHEREOF,  Assignor  and  Assignee  have  duly  executed  this
  Assignment as an instrument under seal as of the date first above written.
  
                                ASSIGNOR:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:  PaineWebber Growth Properties Two LP, its
                                     general partner
  
  
                                     By: Second PW Growth Properties, Inc., its
                                         general partner
  
  
                                            By: /s/ Celia R. Deluga
                                                --------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                ASSIGNEE:
  
                                EQR-PORTLAND CENTER, L.L.C., a Delaware limited
                                liability company
  
                                By:  ERP Operating Limited Partnership, an
                                     Illinois limited partnership, Managing
                                     Member
  
                                     By: EQUITY RESIDENTIAL PROPERTIES TRUST, a
                                         Maryland real estate investment trust,
                                         General Partner
  
  
                                            By: /s/David J. Neithercut
                                                ----------------------
                                            Name:  David J. Neithercut
                                            Title:  Executive Vice President
                                                    and Chief Financial Officer
  
  
  
  
  <PAGE>
  
                          GENERAL ASSIGNMENT AND ASSUMPTION
  
  
        THIS GENERAL ASSIGNMENT AND ASSUMPTION (the Assignment) made as of the 1st
  day  of  December,  1998  by  OREGON  PORTLAND  ASSOCIATES,  an  Oregon  general
  partnership  (the  Assignor),   with  an  address  care  of  PaineWebber  Growth
  Properties Two LP, 265 Franklin Street, 16th Floor, Boston, Massachusetts 02110,
  and  EQR-PORTLAND  CENTER,  L.L.C., a Delaware  limited  liability  company (the
  Assignee),  with an address c/o Equity  Residential  Properties Trust, Two North
  Riverside Plaza, Suite 400, Chicago, Illinois 60606.
  
                                 W I T N E S S E T H
  
        Assignor  is the  owner of  property  located  in  Portland,  Oregon  more
  particularly  described  on  Exhibit A attached  hereto  and made a part  hereof
  (Premises).
  
        Assignor  has on the date hereof (the  Closing  Date)  delivered a special
  warranty  deed to the  Premises  to Assignee  pursuant to a certain  Real Estate
  Purchase  Agreement  between Assignor and Assignee dated as of May 11, 1998 (the
  Purchase Agreement).
  
        Assignor desires to assign to Assignee, and Assignee desires to accept the
  assignment  from  Assignor,  as of the Closing Date, of all of Assignors  right,
  title and interest in and to (i) those certain service contracts relating to the
  Premises  described  on Exhibit B attached  hereto and made a part  hereof  (the
  Service  Contracts),  (ii) any trade or assumed names, trade logos,  permits and
  licenses  used in connection  with the operation of the Premises,  and (iii) any
  guarantees  or  warranties  of  contractors,  suppliers  or other third  parties
  relating to the Premises.
  
        NOW,  THEREFORE,  in  consideration of the mutual covenants and conditions
  contained  herein,  the parties  hereto,  intending to be legally  bound hereby,
  covenant and agree as follows:
  
        1.  Assignor  hereby  grants,  transfers  and  assigns  to  Assignee,  its
  successors and assigns,  all of the right, title and interest of the Assignor in
  and to the Service  Contracts,  all trade or assumed names  (including,  without
  limitation,  the name Portland  Center  Apartments)  and any trade logos used in
  connection  with  the  operation  of the  Premises,  all  permits  and  licenses
  (collectively,  the  Permits)  used in  connection  with  the  operation  of the
  Premises, and all guarantees and warranties of contractors,  suppliers and other
  third parties relating to the Premises,  if any  (collectively,  the Warranties)
  (in each case to the extent, if any, assignable).
  
        2. Assignee hereby accepts the foregoing assignment as of the Closing Date
  and assumes all of Assignors  obligations under the assignable Service Contracts
  and the Permits accruing on or after the date hereof.
  
        3. Subject to any relevant  representations  and warranties of Assignor in
  the Purchase Agreement, Assignee agrees to, and hereby does, indemnify, save and
  hold  Assignor  harmless of, from and against any and all loss,  cost,  expense,
  liability,  damages,  actions,  causes of action,  demands or claims,  including
  reasonable  attorneys fees, arising out of or in connection with the obligations
  of vendee under the Service  Contracts  or of  permittee  or licensee  under the
  Permits accruing on or after the date hereof.
  
        4. Assignor agrees to, and hereby does, indemnify,  save and hold Assignee
  harmless  of,  from and  against  any and all loss,  cost,  expense,  liability,
  damages,  actions,  causes of action,  demands or claims,  including  reasonable
  attorneys  fees,  arising out of or in connection with the obligations of vendee
  under the  Service  Contracts  or of  permittee  or  licensee  under the Permits
  accruing prior to the date hereof.
  
        5. The provisions hereof shall be binding upon and inure to the benefit of
  the parties hereto and their respective successors and assigns.
  
  
  <PAGE>
  
  
  
        IN WITNESS  WHEREOF,  the parties hereto have caused this Assignment to be
  duly executed the day and year first above written.
  
                                ASSIGNOR:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:  PaineWebber Growth Properties Two LP, its
                                     general partner
  
  
                                     By: Second PW Growth Properties, Inc., its
                                         general partner
  
  
                                            By: /s/ Celia R. Deluga
                                                -------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                    ASSIGNEE:
  
                                EQR-PORTLAND CENTER, L.L.C., a Delaware limited
                                liability company
  
                                By:  ERP Operating Limited Partnership, an
                                     Illinois limited partnership, Managing
                                     Member
  
                                     By: EQUITY RESIDENTIAL PROPERTIES TRUST, a
                                         Maryland real estate investment trust,
                                         General Partner
  
  
                                         By:  /s/ David J. Neithercut
                                              -----------------------
                                         Name:  David J. Neithercut
                                         Title:  Executive Vice President
                                                  and Chief Financial Officer
  
  
  <PAGE>
  
  
  
  WHEN RECORDED RETURN TO:
  LEVY, LEVY & LEVY
  900 Larksupur Landing Circle, Ste. 275
  Larkspur, CA 94939
  Attention:  Mark P. Levy, Esq.
  
  
  
                          RELEASE AND ASSUMPTION AGREEMENT
  
  
        THIS AGREEMENT,  entered into as of this 1st day of December, 1998, by and
  between OREGON PORTLAND  ASSOCIATES  (hereinafter  called Seller),  EQR-PORTLAND
  CENTER, L.L.C., a Delaware limited liability company (hereinafter called Buyer),
  and REILLY  MORTGAGE GROUP,  INC.  (hereinafter  referred to as Mortgagee),  the
  holder of the Mortgage and Mortgage  Note  secured  thereby,  dated  December 7,
  1993, executed by Oregon Portland Associates,  an Oregon General Partnership and
  American Capital Resources, Inc., the original beneficiary, recorded December 8,
  1993,  in Book 2796,  Page 2113,  in the Official  Records of Multnomah  County,
  Oregon.
  
  
                                     WITNESSETH:
  
        In  consideration of the consent of the Secretary of the Housing and Urban
  Development  (hereinafter  referred  to as  Secretary)  to the  transfer  of the
  mortgaged property to the Buyer, and in order to comply with the requirements of
  the Secretary,  the National  Housing Act, and the Regulations  adopted pursuant
  thereto,  the Buyer agrees to assume,  except as limited below,  and be bound by
  said Mortgage Note and Mortgage.
  
        The Buyer does not assume  personal  liability for payments due under said
  Mortgage Note and Mortgage,  or for the payments to the reserve for replacements
  under that certain  Regulatory  Agreement,  dated December 7, 1993, and recorded
  December 8, 1993 in Book 2796,  Page 2119, in the Official  Records of Multnomah
  County,  Oregon,  or for matters not under its control,  provided that the Buyer
  shall remain  liable under said  Regulatory  Agreement  only with respect to the
  matters hereinafter stated; namely:
  
              A)    for funds or property of the project coming into its hand
                    which, by the provisions thereof, it is not entitled to
                    retain; and,
  
              B)    for its own acts and deed or acts and deeds of others which
                    it has authorized in violation of the provisions thereof.
  
        The Buyer is to be bound by said Mortgage  Note and  Mortgage,  subject to
  the foregoing limitation of personal liability,  from the date of this Agreement
  to the same extent as if it had been an original party to said instruments.
  
        Upon  recondition of this  Agreement of the Official  Records of Multnomah
  County,  Seller will be released form all liability under the said Mortgage Note
  and Mortgage and under any Regulatory  Agreements executed and/or assumed by the
  Seller in connection with the project.
  
        The Buyer agrees that there shall be full  compliance  with the provisions
  of (1) any laws  prohibiting  discrimination  in  housing  on the basis of race,
  color creed or national  origin;  and (2) with the Regulations of the Department
  of Housing  and Urban  Development  providing  for  nondiscrimination  and equal
  opportunity  in housing.  It is understood and agreed that failure or refusal to
  comply with any such  provisions  shall be a proper  basis for the  Secretary to
  take any corrective action he may deem necessary, including, but not limited to,
  the rejection of future  applications for FHA mortgage insurance and the refusal
  to enter into future  contracts of any kind with which the Buyer is  identified;
  and further,  the Secretary shall have a similar right to corrective  action (1)
  with  respect  to  any  individuals  who  are  officers,  directors,   principal
  stockholders,  trustees,  managers, partners or associates of the Buyer, and (2)
  with respect to any  corporation  or any other type of business  association  or
  organization  with  which  the  officers,   directors  principal   stockholders,
  trustees, managers, partners, or associates of the Buyer may be identified.
  
        This document may be signed in counterparts,  which,  when added together,
  shall be considered as the entire document
  <PAGE>
  
        IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
  executed and effective all as of the day and year first above written.
  
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   PaineWebber Growth Properties Two LP, its
                                      General Partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its General Partner
  
  
                                            By: /s/ Celia R. Deluga
                                                -------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
  
                                 BUYER:
  
                                 EQR-PORTLAND CENTER, L.L.C., a Delaware
                                 limited liability company
  
                                 By:   ERP Operating Limited Partnership, an
                                       Illinois limited partnership, Managing
                                       Member
  
                                       By:   EQUITY RESIDENTIAL PROPERTIES
                                             TRUST, a Maryland real estate
                                             investment trust, General Partner
  
  
                                             By:   /s/ David J. Neithercut
                                                   -----------------------
                                             Name:  David J. Neithercut
                                             Title:  Executive Vice President
                                                     and Chief Financial Officer
  
                                    MORTGAGEE:
  
                             REILLY MORTGAGE GROUP, INC.
  
  
  
                                 By: /s/ Martha J. Johnson
                                     ---------------------     
                                 Name: Martha J. Johnson
                                 Title: Assistant Vice President
  
  
  
  
  <PAGE>
  
  
  
                    RIDER TO RELEASE AND ASSUMPTION AGREEMENT
  
  
        In  consideration  of the  endorsement  for  insurance by the Secretary of
  Housing and Urban Development (HUD) of the mortgage note between OREGON PORTLAND
  ASSOCIATES  (hereinafter  the Owner) and American Capital  Resource,  Inc. dated
  December 7, 1993,  (hereinafter Note), or in consideration of the consent of the
  Secretary  to (1) the  transfer  of the  mortgaged  property,  (2) the  sale and
  conveyance of the mortgaged property by the Secretary, (3) the conversion of the
  mortgagor  from a  partnership  to a  limited  liability  company,  or  (4)  the
  conversion of the general partner of a limited partnership  mortgagor or partner
  of a general partnership  mortgagor to a limited liability company, and in order
  to comply with the  requirements of the National Housing Act, as amended and the
  regulations  adopted by the Secretary  pursuant  thereto,  EQR-PORTLAND  CENTER,
  L.L.C., a Delaware limited liability company (hereinafter the New Owner), agrees
  to the following  items as described  below for  themselves,  their  successors,
  heirs and assigns,  in connection  with the  mortgaged  property and the project
  operated thereon and so long as the contract of mortgage insurance  continues in
  effect and during such other period of time as the Secretary shall be the owner,
  holder,  or  reinsurer  of the  mortgage,  or during any time the  Secretary  is
  obligated to insure a mortgage on the mortgaged property.
  
        The  signatories to this document  undertake the following  obligations in
  their  individual  capacities as guarantors and as members of the new Owner, and
  the consideration described above runs to the signatures in both capacities. The
  following  provisions are added to and made a part of the above-described  Notes
  and Mortgages.
  
       1.   If  any  provisions  of  the  New  Owners  Articles  of  Organization,
            Operating  Agreement,  other  organizational  documents,  or any later
            amendment to those documents,  conflicts with the terms of the project
            loan documents  (e.g.,  the Note,  mortgage,  deed of trust,  security
            agreement,   security  deed,  Use  Agreement   and/or  the  Regulatory
            Agreement),  the  provisions  of  the  projects  loan  documents  will
            control.
  
       2.   Notwithstanding  any  provision  of  state  law to the  contrary,  any
            signatory to this Rider  receiving  funds of the project other than by
            distribution  of surplus cash as authorized  by HUD shall  immediately
            deposit such funds in the project bank account and failing to do so in
            violation   of  this   Rider   shall   hold   such   funds  in  trust.
            Notwithstanding  any  provision  of  state  law to the  contrary,  any
            signatory to this Rider receiving property of the project in violation
            of this Rider shall  immediately  deliver such property to the project
            and failing to do so shall hold such property in trust.
  
       3.   Notwithstanding  any  provision  of  state  law to the  contrary,  all
            signatories to this Rider are liability for:
  
              a.    Funds or property of the project coming into there hands 
                    which, by the provisions hereof, they are not entitled to
                    retain; and
  
              b.    Their own acts and  deeds or acts and  deeds of  others  which
                    they have authorized in violation of the provisions hereof.
  
       4.   Notwithstanding  any  provision  of  state  law to the  contrary,  any
            member-manager, member with governance interests equaling or exceeding
            10 percent,  or member with financial  interests equaling or exceeding
            25  percent,  who,  on  the  date  of  the  Release,   Assumption  and
            Modification  Agreement to which this Rider is  attached,  include the
            following:  EQR-PORTLAND CENTER,  L.L.C., a Delaware limited liability
            company,  ERP  Operating  Limited  Partnership,  an  Illinois  limited
            partnership,  and EQUITY RESIDENTIAL PROPERTIES TRUST, a Maryland real
            estate investment trust,  General Partner,  shall be liable on a joint
            and  several  basis,  in  the  amount  of any  loss,  damage  or  cost
            (including but not limited to attorneys  fees) resulting from fraud or
            intentional  misrepresentation by the Mortgagor, the Mortgagors agents
            or employees,  or a member of mortgagor in connection  with  obtaining
            the  loan  evidenced  by the  Note,  or in  complying  with any of the
            mortgagors obligations under the loan documents.
  
       5.   All  signatories  to this Rider will be  considered  agents of the New
            Owner for the  purpose  of  establishing  liability  under the  double
            damages  provision  at 12 U.S.C.  '1715z-4a  and the  equity  skimming
            penalty under 12 U.S.C. '1715z-19, unless HUD agrees in writing to the
            contrary.
  
       6.   Each signatory to this Rider will be  individually  liable for payment
            of the  entire  amount  of any  civil  money  penalty  imposed  on the
            mortgagor  pursuant to Section  537 of the  National  Housing  Act, 12
            U.S.C. '1735f-15.
  
       7.   The  New  Order  has  designated  David  Neithercut,   Executive  Vice
            President and Chief Financial Officer of Equity Residential Properties
            Trust, the General Partner of ERP Operating Limited Partnership, which
            is the Managing  Member of  EQR-PORTLAND  CENTER,  L.L.C.,  a Delaware
            limited  liability  company,  as its official  representative  for all
            matters  concerning the project which require HUD consent or approval.
            The  signature  of this  person  will  bind the New  Owner in all such
            matters.   The  New  Owner  may  from  time  to  time  appoint  a  new
            representative to perform this function, but within 3 business days of
            doing so, will  provide  HUD with  written  notification  of the name,
            address, and telephone number of its new representative. When a member
            other than the member  identified above has full or partial  authority
            for management of the project, the New Owner will promptly provide HUD
            with the name of that member and the nature of that members management
            authority.
  
       8.   Notwithstanding  any  provision  of  state  law  to the  contrary,  no
            signatory  to this  Rider  shall  have  any  right of  subrogation  or
            indemnification  against the New Owner of the property for the project
            by reason of any payment made or liability  incurred  pursuant to this
            Rider or any statute to which this Rider refers.
  
                                     NEW OWNER:
  
                                      EQR-PORTLAND CENTER, L.L.C., a Delaware
                                      limited liability company
  
                                      By:   ERP Operating Limited Partnership,
                                            an Illinois limited partnership,
                                            Managing Member
  
                                            By:   EQUITY RESIDENTIAL PROPERTIES
                                                  TRUST, a Maryland real estate
                                                  investment trust, General
                                                  Partner
  
  
                                                  By:  /s/ David J. Neithercut
                                                       -----------------------
                                                  Name:  David J. Neithercut
                                                  Title:  Executive Vice President
                                                          and Chief Financial
                                                          Officer
  
  
  
  <PAGE>
  
  
  
                                Project Name:  PORTLAND CENTER APARTMENTS
                                Project FHA No.: 126-11025
                                Project Location:  Portland, Oregon
  
                             SELLER/PURCHASER AFFIDAVIT
  
        The undersigned hereby certify that all consideration moving to the Seller
  in  connection  with the sale of the  subject  project  is set forth in the Real
  Estate  Purchase  Agreement dated May 11, 1998, as affected by exercise of First
  Refusal dated June 11, 1998, and Letter Agreement dated July 8, 1998. Additional
  consideration is moving from Buyer to Libra Portland Partners in connection with
  the Assignment between Buyer and Libra Portland Partners.
  
        This  Affidavit may be signed in  counterparts,  but shall  constitute one
  Affidavit.
  
        This Affidavit is dated as of December 1, 1998.
  
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   Paine Webber Growth Properties Two LP,
                                      its General Partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its General Partner
  
                                            By:  /s/ Celia R. Deluga
                                                 --------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                BUYER:
  
                                EQR-PORTLAND CENTER, L.L.C., a Delaware limited
                                liability company
  
                                By:   ERP Operating Limited Partnership, an
                                      Illinois limited partnership, Managing
                                      Member
  
                                      By:   EQUITY RESIDENTIAL PROPERTIES
                                            TRUST, a Maryland real estate
                                            investment trust, General Partner
  
  
                                                  By:  /s/ David J. Neithercut
                                                       -----------------------
                                                  Name:  David J. Neithercut
                                                  Title:  Executive Vice President
                                                          and Chief Financial
                                                           Officer
  
  
  
  <PAGE>
                          CONSENT BY GENERAL PARTNERS OF
                           OREGON PORTLAND ASSOCIATES,
                          AN OREGON GENERAL PARTNERSHIP
  
  
        PAINE WEBBER  GROWTH  PROPERTIES  TWO LP, a Delaware  limited  partnership
  (GP2), and LIBRA PORTLAND PARTNERS, an Illinois limited partnership (Libra) (GP2
  and Libra are referred to  collectively  as the Partners)  HEREBY CERTIFY TO THE
  FOLLOWING:
  
        1. THAT the Partners are the sole partners of OREGON PORTLAND  ASSOCIATES,
  an Oregon general partnership (the Partnership).
  
        2. THAT GP2, as managing general partner, is authorized to sell, on behalf
  of the Partnership, that certain real property located in Portland, Oregon, more
  commonly known as Portland Center  Apartments (the Property) at a purchase price
  of $48,500,000.00  (the Sale) to Libra or its nominee (the Buyer),  and to enter
  into a loan assumption  agreement with Buyer  concerning the assumption by Buyer
  of a certain existing loan in the original  principal amount of $23,021,300 (the
  Loan) from American Capital Resources,  Inc., as subsequently assigned to Reilly
  Mortgage  Group,  Inc. (the Lender),  secured by a mortgage on the Property (the
  Assumption),  on such terms or conditions  as GP2 alone shall in its  discretion
  determine to be appropriate.
  
        3. THAT the Partners  authorize  and consent to the execution and delivery
  by GP2,  as  managing  general  partner,  of any and all  deeds,  bills of sale,
  assignments,  assumption  agreements;  and any other instruments,  agreements or
  certificate of any kind or nature whatsoever,  and to take from time to time any
  other actions which GP2 shall in its  discretion  determine to be appropriate to
  effect the Sale and the  Assumption  upon such terms and conditions as GP2 shall
  in its discretion determine to be appropriate, and the execution and delivery of
  any document or instrument by GP2 shall constitute  conclusive evidence that the
  terms  and  conditions  contained  in said  document  or  instrument  have  been
  determined to be appropriate by the undersigned pursuant to this Consent.
  
        4. THAT any and all other actions  heretofore  taken by GP2 to execute and
  deliver any of the agreements  authorized by the foregoing  Consent,  or to take
  any of the actions  authorized by the foregoing  Consent,  are hereby  approved,
  ratified and confirmed in all respects.
  
        IN WITNESS  WHEREOF,  the undersigned have set their hands and seals to be
  effective as of the 1st day of December, 1998.
  
                                      PAINEWEBBER GROWTH PROPERTIES TWO LP, a
                                      Delaware limited partnership, general
                                      partner
  
  
                                      By:   Second PW Growth Properties, Inc.,
                                            a Delaware corporation, general
                                            partner
  
  
                                            By:  /s/ Celia R. Deluga
                                                 -------------------
                                                 Celia R. Deluga, Vice President
  
  
                                      LIBRA PORTLAND PARTNERS, an Illinois
                                      limited partnership, general partner
  
  
                                      By:   Libra Portland Corporation, an
                                            llinois corporation
  
  
                                            By:   /s/ Eugene Golub
                                                  -----------------
                                                  Eugene Golub, President
  
  
  
  
  
  <PAGE>
  
  
                                  CLOSING STATEMENT
                      PORTLAND CENTER APARTMENTS - PORTLAND, OR
  
  
  
  SELLER:        OREGON PORTLAND ASSOCIATES, an Oregon general partnership
  
  PURCHASER:     EQR-PORTLAND CENTER, L.L.C., a Delaware limited liability
                 company
  
  CLOSING (FUNDING) DATE  TUESDAY, DECEMBER 1, 1998
  
                                              Credit                   Credit
                                              Purchaser                Seller
                                              ---------                ------
  
  PURCHASE PRICE                                                 $48,500,000.00
  
  Additional purchase price
    contribution from LIBRA
    Portland Partners                                                   450,000
                                                                 --------------
                                                                  48,950,000.00
  
  Total Brokers Commission               $  315,250.00
  
  Title insurance and other closing
     costs                                   80,583.50
  
  Net Working Capital                                              2,704,484.69
  
  Trust Deed Assumed                     22,165,181.28
  
  Interest for period November 1, 1998
     through December 1, 1998               131,605.76
  County Taxes from December 1, 1998 to
     January 1, 1999                                                 313,654.79
  Personal Property Tax from 
     December 1, 1998 to July 1, 1999                                    138.25
  
  
  PREPAID RENTS                              23,669.02
  
                                        --------------            --------------
     SUBTOTALS                           22,716,289.56             51,968,277.73
  
  CASH AMOUNT DUE TO SELLER              29,251,988.17
                                        --------------            --------------
  
  
     TOTAL CREDITS                      $51,968,277.73            $51,968,277.73
                                        ==============            ==============
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "SALE OF PORTLAND CENTER APTS. AND OFFICE COMPLEX", "secsgml_size_bytes": 143398}]
metadata_filer: {"company-data": {"conformed-name": "PAINEWEBBER GROWTH PROPERTIES TWO LP", "cik": "0000722569", "assigned-sic": "6798", "irs-number": "042798594", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12085", "film-number": "98770384"}, "business-address": {"street1": "265 FRANKLIN ST 15TH FL", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174398118"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                                Washington, DC 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                         Securities and Exchange Act of 1934
  
        Date of Report (Date of earliest event reported) December 1, 1998
                                                         ----------------
  
                      Paine Webber Growth Properties Two LP
                      -------------------------------------
              (Exact name of registrant as specified in its charter)
  
       Delaware                       0-12085                      04-2798594
  --------------------------------------------------------------------------------
  (State or other jurisdiction)    (Commission                  (IRS Employer
          of incorporation          File Number)              Identification No.)
  
  265 Franklin Street, Boston, Massachusetts                            02110
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number, including area code (617) 439-8118
  
              (Former name or address, if changed since last report)
  FORM 8-K
                                  CURRENT REPORT
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  ITEM 2 - Disposition of Assets
  
        The Portland Center Apartment and Office Complex, Portland, Oregon
  
     Disposition Dates - December 1, 1998
  
        On December 1, 1998, Oregon Portland Associates,  a joint venture in which
  the Partnership has an interest,  sold the property known as the Portland Center
  Apartments and Office  Complex,  located in Portland,  Oregon,  to  EQR-Portland
  Center, L.L.C. ("EQR"), the designated assignee of the Partnership's  co-venture
  partner.  The  Partnership  had executed a purchase and sale  agreement  with an
  unrelated  third party which was then presented to the co-venture  partner under
  the right of first refusal provision of the joint venture  agreement.  Under the
  terms of the joint  venture  agreement,  the partner  then had 30 days to decide
  whether to agree to buy the  property  at the price and on the terms  offered by
  the  prospective  purchaser,  or to waive its first refusal right and agree to a
  sale to the prospective buyer. On June 12, 1998, the co-venture partner notified
  the  Partnership  that it would be exercising its right to buy the property.  At
  closing,  the co-venturer  assigned its purchase rights to EQR.  Portland Center
  was  sold  for   $48,950,000.   The  joint  venture  received  net  proceeds  of
  approximately  $29,252,000  from the sale after receiving  credits for proration
  adjustments of  approximately  $290,000 and net working capital of approximately
  $2,705,000 and after  deducting  closing costs of  approximately  $396,000,  the
  assumption  of the  existing  first  mortgage  note of  $22,165,000  and accrued
  interest  of  approximately  $132,000.  From the net sale  proceeds,  the  joint
  venture will be obligated to pay a tax to the city of Portland of  approximately
  $370,000.  The  remainder  of  the  net  proceeds  will  be  split  between  the
  Partnership  and its  co-venture  partner in  accordance  with the joint venture
  agreement  with  the  co-venturer  receiving   approximately  $360,000  and  the
  Partnership receiving approximately $28,500,000. The Partnership will distribute
  the net  proceeds  from the sale of Portland  Center,  along with the  remaining
  Partnership cash reserves after the payment of all liquidation-related expenses,
  after  receiving  final  documentation  from the Department of Housing and Urban
  Development  (HUD) for the sale and related  assumption of the HUD-insured first
  mortgage loan which is secured by Portland Center.
  
        As previously  reported,  the Partnership had been focusing on a near-term
  sale of the Portland  Center  property,  the  Partnership's  only remaining real
  estate asset, to be followed by the liquidation of the Partnership. The property
  was  extensively  marketed  during the first and second  quarters of fiscal 1998
  resulting  in 13 offers to purchase the  property,  most of which were at a sale
  price  substantially  in  excess  of  the  property's  most  recent  independent
  appraised value. The prospective purchasers were then asked to submit their best
  and final offers which resulted in final offers from seven  prospective  buyers.
  The Partnership then completed an evaluation of the seven final offers,  as well
  as the relative strength of the prospective purchasers,  and selected one of the
  offers.  On November  25,  1997,  the  Partnership  executed a purchase and sale
  agreement  with a prospective  buyer.  During the fourth quarter of fiscal 1998,
  the  prospective  buyer decided to terminate the purchase and sale agreement and
  discontinued its efforts to acquire the property.  The Partnership  subsequently
  re-opened  discussions with the other prospective  purchasers who had previously
  submitted  best  and  final  offers.  Following  negotiations,  the  Partnership
  selected an offer from one of these prospective buyers and signed a purchase and
  sale  agreement.  Because the  Partnership's  joint venture  agreement  gave the
  co-venture  partner a right of first  refusal to  purchase  the  property,  this
  purchase and sale agreement was then submitted to the partner for its review. As
  noted above,  the  co-venturer  opted to exercise its right of first refusal and
  then  assigned  its right to purchase  the property to a third party at closing.
  Because the buyer assumed the existing  HUD-insured mortgage loan secured by the
  property,  the sale  transaction  must be approved by HUD.  The  Partnership  is
  currently  awaiting  receipt  of the  final  approval  from  HUD  for  the  loan
  assumption. Such approval is not expected to be received for a period of between
  90 and 120 days.  The  Partnership  expects to complete  an orderly  liquidation
  immediately after receiving this formal approval.
  FORM 8-K
                                  CURRENT REPORT
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  ITEM 7 - Financial Statements and Exhibits
  
     (a)   Financial Statements:  None
  
     (b)   Exhibits:
  
     (1)Real Estate  Purchase  Agreement  between Oregon  Portland  Associates and
        Harsch Investment Corp, dated May 11, 1998.
  
     (2)Notice Letter to Libra Portland Partners by Paine Webber Growth Properties
        Two LP, dated May 12, 1998.
  
     (3)Exercise of Right of First Refusal to Purchase Portland Center Apartments 
        by Libra Portland Partners, dated June 11, 1998.
  
     (4)Amendment of Purchase Agreement by Paine Webber Growth Properties Two LP,
        dated July 8, 1998.
  
     (5)Letter regarding amendment to Purchase Agreement between Paine Webber
        Growth Properties Two LP and Libra Portland Partners dated November 24,
        1998.
  
     (6)Oregon  Special  Warranty  Deed between  Oregon  Portland  Associates  and
        EQR-Portland Center L.L.C., dated December 1, 1998.
  
     (7)Bill of Sale by Oregon Portland  Associates to EQR-Portland Center L.L.C.,
        dated December 1, 1998.
  
     (8)Assignment  and  Assumption  of Leases by Oregon  Portland  Associates  to
        EQR-Portland Center L.L.C., dated December 1, 1998.
  
     (9)General  Assignment  and  Assumption  by  Oregon  Portland  Associates  to
        EQR-Portland Center L.L.C., dated December 1, 1998.
  
    (10)Release and Assumption Agreement by and between Oregon Portland 
        Associates, EQR-Portland Center L.L.C., and Reilly Mortgage Group, Inc., 
        dated December 1, 1998.
  
    (11)Rider  to  Release  and  Assumption   Agreement  between  Oregon  Portland
        Associates and EQR-Portland Center L.L.C., dated December 1, 1998.
  
    (12)Consent by General Partners of Oregon Portland Associates by and between 
        Paine Webber Growth Properties Two LP and LIBRA Portland Partners dated 
        December 1, 1998.
  
    (13)Closing  Statement  between Oregon  Portland  Associates and  EQR-Portland
        Center L.L.C., dated December 1, 1998.
  FORM 8-K
                                  CURRENT REPORT
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
  
                                      SIGNATURE
  
        Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                      PAINE WEBBER GROWTH PROPERTIES TWO LP
                      -------------------------------------
                                   (Registrant)
  
                                By:  Second PW Growth Properties, Inc.
  
                              By: /s/ Walter V. Arnold
                                  --------------------
                                  Walter V. Arnold
                                  Senior Vice President and
                                  Chief Financial Officer
  
  Date:  December 16, 1998
  REAL ESTATE PURCHASE AGREEMENT
  
                                       between
  
                             OREGON PORTLAND ASSOCIATES
                                      as Seller
  
                                         and
  
                               HARSCH INVESTMENT CORP.
                                    as Purchaser
  
                                         of
  
                             PORTLAND CENTER APARTMENTS
                                  Portland, Oregon
  REAL ESTATE PURCHASE AGREEMENT
  
                   PORTLAND CENTER APARTMENTS, PORTLAND, OREGON
  
                                  Table of Contents
                                                                            Page
  
  1.    Property Identification................................................4
  
  2.    Purchase Price.........................................................5
  
  3.    Deposit................................................................6
  
  4.    Title Matters..........................................................6
        4.1   Title Commitment and Survey......................................6
        4.2   Condition of Title...............................................7
  
  5.    Confidentiality........................................................8
  
  6.    Termination of Property Contracts......................................8
  
  7.    Conditions Precedent, Casualty Damage or Condemnation..................8
        7.1   Purchasers Conditions............................................8
        7.2   Seller's Conditions Precedent....................................9
        7.3   Risk of Loss....................................................10
        7.4   Condemnation....................................................10
  
  8.    Leasing and other Activities Prior to Closing.........................11
        8.1   Leasing.........................................................11
        8.2   Property Contracts..............................................11
        8.3   Maintenance and Operation.......................................11
  
  9.    Representations, Warranties and Covenants.............................11
        9.1   Seller's Representations........................................11
        9.2   Seller; Seller's Knowledge......................................12
        9.3   Purchasers Representations......................................12
        9.4   Property Conveyed As Is.........................................13
        9.5   Hazardous Materials.............................................14
  
  10.   Closing...............................................................15
        10.1  Closing Date....................................................15
        10.2  Seller's Deliveries.............................................15
        10.3  Purchasers Deliveries...........................................16
        10.4  Costs and Prorations............................................17
        10.5  Possession......................................................19
  
  11.   Real Estate Commissions...............................................19
  
  12.   Termination and Default...............................................20
        12.1  Termination by Purchaser........................................20
        12.2  Purchasers Default..............................................20
        12.3  Seller's Default................................................20
  
  13.   Communications with Seller............................................20
  
  14.   Right of First Refusal and Seller's Right to Terminate................20
  
  15.   Lender and HUD Approval...............................................21
  
  16.   General Escrow Provisions.............................................22
  
  17.   Miscellaneous.........................................................24
        17.1  Entire Agreement................................................24
        17.2  Binding On Successors and Assigns...............................24
        17.3  No Assignment by Purchaser......................................24
        17.4  Waiver..........................................................24
        17.5  Governing Law...................................................24
        17.6  Counterparts....................................................24
        17.7  Notices.........................................................25
        17.8  Attorneys' Fees.................................................25
        17.9  IRS Real Estate Sales Reporting.................................25
        17.10 Time Periods....................................................25
        17.11 Modification of Agreement.......................................25
        17.12 Further Instruments.............................................25
        17.13 Descriptive Headings............................................26
        17.14 Time of the Essence.............................................26
        17.15 Business Day....................................................26
        17.16 Construction of Agreement.......................................26
        17.17 STATUTORY DISCLOSURE PURSUANT TO ORS 93.040.....................26
        17.18 JURY TRIAL WAIVER...............................................26
  
  18.   1031 Exchange.........................................................26
  
  19.   Increase in Purchase Price............................................27
  THIS REAL ESTATE PURCHASE AGREEMENT (this Agreement) is entered into as of
  May 11, 1998,  by and between  OREGON  PORTLAND  ASSOCIATES,  an Oregon  general
  partnership (the Seller),  with an address care of PaineWebber Growth Properties
  Two LP, 265 Franklin Street, 16th Floor, Boston, Massachusetts 02110, and Harsch
  Investment Corp., an Oregon corporation (the Purchaser), with an address at 1121
  S.W. Salmon Street, Portland, Oregon 97205.
  
  1. Property  Identification.  Subject to the terms and provisions hereof, Seller
  agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller:
  
       (a)  All of the land described on Exhibit A attached hereto,  together with
            all privileges, rights, easements, and appurtenances belonging to such
            land and all right,  title and  interest  (if any) of Seller in and to
            any   streets,   alleys,   passages,   and  other   rights-of-way   or
            appurtenances included in, adjacent to or used in connection with such
            land and all  right,  title  and  interest  (if any) of  Seller in all
            mineral and development rights appurtenant to such land (collectively,
            the Land).
  
       (b)  All  buildings,  structures and other  improvements  situated upon the
            Land and all  fixtures,  systems  and  facilities  owned by Seller and
            located on the Land (collectively, the Improvements).
  
       (c)  All furniture, equipment, machinery, inventories,  supplies, signs and
            other  tangible  personal  property of every kind and nature,  if any,
            owned by Seller and installed,  located at and used in connection with
            the operation of the Land or Improvements (the Personal Property).
  
       (d)  All of Seller's  rights in all leases and other  occupancy  agreements
            covering  any  portion  of  the  Land  or  Improvements  (the  Leases)
            including  Seller's rights to unapplied security deposits under Leases
            (the Tenant Deposits).
  
       (e)  All of Seller's right,  title and interest,  if any, in all intangible
            assets of any nature  relating to the Land,  the  Improvements  or the
            Personal  Property,  including,  without  limitation,  all of Seller's
            right,  title  and  interest  in all  (i)  warranties  and  guaranties
            relating to the Improvements or Personal Property in the possession of
            Seller, (ii) all licenses,  permits and approvals relating to the Land
            or the Improvements, (iii) all logos and trade names currently used by
            Seller  exclusively  in the  operation  of the Land and  Improvements,
            including  the  use of  the  name  Portland  Center  Apartments,  (iv)
            software licensed for use in the management of the Real Property,  and
            (v) all plans and  specifications,  in each  case to the  extent  that
            Seller may legally  transfer the same  (collectively,  the  Intangible
            Property).
  
       (f)  All of Seller's  rights,  if any, in the contracts listed on Exhibit B
            attached  hereto,  being all  service,  supply  and  equipment  rental
            contracts affecting the Land or Improvements (the Property Contracts),
            to the extent Seller is entitled to transfer the same to Purchaser and
            Purchaser  does not elect to have Seller  terminate them in accordance
            with Section 6 below.
  
        The  Land  and   Improvements  are  hereinafter   sometimes   referred  to
  collectively  as the Real  Property and the Real  Property,  Personal  Property,
  Leases,  Tenant  Deposits,   Intangible  Property  and  Property  Contracts  are
  hereinafter sometimes referred to collectively as the Property.
  
  2. Purchase  Price.  The purchase  price for the Property  (the Purchase  Price)
  shall be Fifty Million Dollars  ($50,000,000).  The Purchase  Price,  subject to
  adjustment  as provided  herein,  shall be paid on the Closing  Date (as defined
  below) in the following manner:
  
              (a)  Purchaser  shall assume the payment of the  existing  principal
        balance  as of the  Closing  Date (the Loan  Principal  Balance),  and the
        payment of interest  accruing  thereon from and after the Closing Date, of
        that  certain  loan (the Loan)  encumbering  the  Property  evidenced by a
        Mortgage Note dated  December 7, 1993 (the Note) issued by Seller in favor
        of American Capital  Resources,  Inc. (as  subsequently  assigned by mesne
        assignments to Reilly Mortgage  Group,  Inc.) (the Lender) in the original
        principal  amount of  $23,021,300  and shall agree to perform,  assume and
        observe all  obligations  of the Seller  under the  documents  evidencing,
        relating  to or  securing  the  Loan  (the  Note  and all  such  documents
        evidencing,  relating  to or  securing  the Loan are  herein  collectively
        called the Loan  Documents).  The Note is insured under Section 207 of the
        National Housing Act, administered by U.S. Department of Housing and Urban
        Development (HUD).  Purchaser shall make application to Lender and HUD for
        approval of the  transfer of the Property  and  assumption  of the Loan by
        Purchaser in the manner described in Section 15.
  
              (b) The remainder of the Purchase  Price (the Cash  Balance),  being
        (i) the Purchase  Price less (ii) the Loan  Principal  Balance  assumed by
        Purchaser  as of the Closing  Date,  less (iii) the Deposit (as defined in
        Section 3 below),  shall be paid to Seller by Purchaser  in United  States
        dollars by wire transfer of federal funds.
  
              (c) In addition to the Purchase  Price,  the Seller shall  receive a
        credit at Closing for all tax  escrows,  replacement  reserves,  insurance
        escrows and other  reserves  held  pursuant to the Loan  Documents  or HUD
        requirements  with  respect to the Loan,  in each case to the extent  that
        such escrows or reserves are  assigned to  Purchaser  (or  continued to be
        held by Lender for Purchasers account) upon the Closing.
  
  3. Deposit. Concurrent with Purchasers execution and delivery of this Agreement,
  Purchaser  shall  deliver to Seller a letter of credit  (the  Letter of Credit),
  issued by an institution acceptable to Seller and in the form attached hereto as
  Exhibit I, in the amount of Two Million Seven Hundred Fifty-Three Thousand Seven
  Hundred  Eight  Dollars  ($2,753,708).  Within two (2) Business  Days  following
  Seller's  delivery  of notice to  Purchaser  that  Libra has waived its right of
  first refusal,  as more  particularly  described in Section 14,  Purchaser shall
  deliver via federal  wire  transfer to the  Portland,  Oregon  office of Chicago
  Title Insurance  Company,  as escrow agent (in such capacity,  Escrow Agent) the
  amount of $2,753,708 (the Deposit), upon which Seller shall redeliver the Letter
  of Credit to  Purchaser.  If Seller  shall give notice of Libra's  waiver of its
  right of first refusal and Purchaser shall fail to deliver the Deposit to Escrow
  Agent within the  aforesaid  two (2)  Business Day period,  then Seller shall be
  entitled  immediately and without further  authorization to draw upon the Letter
  of Credit the amount of  $2,753,708  which amount  shall be  deposited  with the
  Escrow Agent and held for all purposes as the Deposit hereunder. If Seller shall
  terminate  this  Agreement on account of Libra's  exercise of its right of first
  refusal  pursuant to Section 14, Seller shall  immediately  return the Letter of
  Credit to  Purchaser.  The Deposit shall be held by Escrow Agent in a segregated
  interest-bearing  account.  The Deposit  (including any interest earned thereon)
  shall be applied to the Purchase Price if the Closing occurs.  In the event that
  the Closing does not occur by the Closing Date (defined below),  interest on the
  Deposit shall be paid to the party entitled to receive the Deposit in accordance
  with the terms of this Agreement.
  
  4.    Title Matters
  
        4.1 Title  Commitment and Survey.  Purchaser has received and approved (i)
  the commitment for an owners policy of title  insurance (the Title  Commitment),
  in the amount of the Purchase Price,  issued by Chicago Title Insurance  Company
  (the Title  Company)  dated as of April 21,  1998,  and (ii) a copy of  Seller's
  existing  survey  of  the  Property   updated  to  November  23,  1993  and  the
  accompanying  Surveyors  Report dated as of November 24, 1993,  both prepared by
  W.B. Wells and Associates,  Inc. (collectively,  the Survey). Purchaser shall be
  responsible for obtaining,  if Purchaser elects,  and at Purchasers own expense,
  an update of the Survey.
  
        4.2  Condition of Title.  As used herein,  the term  Permitted  Exceptions
  means:
  
              (a)   Provisions of existing building and zoning laws;
  
              (b) Such taxes for the then  current year as are not due and payable
        prior to the Closing  Date  (taxes to be  prorated as of the Closing  Date
        pursuant to Section 10.4);
  
              (c) Any liens for municipal  betterments  assessed after the date of
        this  Agreement,  except for such amounts as are due and payable  prior to
        Closing (payments on account of municipal betterments to be prorated as of
        the Closing Date pursuant to Section 10.4);
  
              (d) All  matters  shown on Schedule B of the Title  Commitment  (but
        excluding therefrom Exceptions 18 through 24);
  
              (e) All matters reflecting the existence or terms of Leases shown on
        the Rent  Roll (as  defined  in  Section  9.1  below) or  entered  into in
        accordance with Section 8.1 below;
  
              (f)   the Loan;
  
              (g)   any matters shown on the Survey or any updated Survey; and
  
              (h) All matters,  whether or not of record,  to the extent caused by
        Purchaser or its agents, representatives or contractors.
  
        All Seller  Encumbrances  will be  satisfied  by Seller on or prior to the
  Closing Date or, if not so  satisfied,  shall be satisfied at Closing out of the
  proceeds   otherwise  payable  to  Seller.  As  used  herein,  the  term  Seller
  Encumbrance  shall  mean  (i) any  mortgage  or  deed of  trust  or  other  lien
  voluntarily  granted or expressly assumed by Seller and encumbering the Property
  (but explicitly  excluding the mortgage and related liens securing the Loan), or
  (ii) any and all mechanics or suppliers liens  encumbering the Property  arising
  from work  performed or  materials  furnished at the Property by or on behalf of
  Seller.
  
        If between  the date of the Title  Commitment  and the Closing (as defined
  below),  title to the Real Property becomes encumbered by any matter (including,
  without  limitation,  an  attachment)  which  does not  constitute  a  Permitted
  Exception or a Seller Encumbrance, Seller shall have no obligation to cause such
  encumbrance to be removed and, unless such encumbrance is removed (by bonding or
  otherwise) to Purchasers  reasonable  satisfaction  prior to Closing,  Purchaser
  shall have the option  exercisable on or prior to the Closing Date either (x) to
  close and accept title  subject to such  encumbrance  or (y) to  terminate  this
  Agreement based upon the existence of such  encumbrance by giving written notice
  of  termination  to Seller on or prior to the  Closing  Date,  in which case the
  Deposit shall be returned  immediately to Purchaser and neither party shall have
  any further  obligation or liabilities  under this Agreement except as otherwise
  stated in this Agreement.
  
  5.  Confidentiality.   Neither  Seller  nor  Purchaser  shall  make  any  public
  announcement  with respect to the purchase and sale of the Property  without the
  prior  consent  of the other  party,  which  consent  shall not be  unreasonably
  withheld;  provided, however, that: (i) the use of the name of the Seller or the
  partners  comprising the Seller or any of their respective  owners or affiliates
  shall be subject to Seller's approval in its sole and absolute  discretion;  and
  (ii) no such announcement shall: (y) be made unless the Closing has occurred; or
  (z) make any  reference to the Purchase  Price or other  material  terms of this
  Agreement  except to the extent  that the same are a matter of public  record or
  available to the public  generally.  Nothing contained herein shall be deemed to
  prohibit   Purchaser  from  making   disclosures  on  a  need-to-know  basis  to
  prospective lenders or consultants in connection with Purchasers purchase of the
  Property or in  connection  with  Purchasers  approval  process with HUD and the
  Lender as  described  in  Section  15, or as  otherwise  required  by law or any
  governmental authority having jurisdiction.
  
  6.  Termination  of  Property  Contracts.  Within  thirty  (30) days of Seller's
  delivery to  Purchaser  of copies of the  Property  Contracts,  Purchaser  shall
  notify  Seller  of any  Property  Contract  which  Purchaser  wishes  Seller  to
  terminate  prior to the  Closing.  With the  exception  of  Seller's  management
  agreement  for the Property and any  employment  agreements  between  Seller and
  employees  at the  Property  (collectively,  the  Management  Agreement),  which
  agreements  Seller  shall  terminate  as of the  Closing,  Seller  shall have no
  obligation to terminate  any Property  Contract as to which  Purchaser  does not
  send such notice.  If any Property  Contract is not terminable  according to its
  terms prior to the Closing  Date  without the payment of a premium or fee as the
  result of such termination,  then Seller shall, if requested by Purchaser,  give
  notice of  termination  prior to  Closing in  accordance  with the terms of such
  Property  Contract (such  termination to be effective on the earliest date as of
  which no early termination  premium or fee would be incurred),  and Seller shall
  thereafter  have no obligation  with regard to the  termination of such Property
  Contract.
  
  7.    Conditions Precedent, Casualty Damage or Condemnation
  
        7.1 Purchasers Conditions  Precedent.  In addition to any other conditions
  precedent in favor of Purchaser as may be set forth elsewhere in this Agreement,
  Purchasers  obligations under this Agreement are expressly subject to the timely
  fulfillment  of the  conditions  set forth in this  Section 7.1 on or before the
  Closing Date, or such earlier date as is set forth below.  Each condition may be
  waived in whole or in part only by written  notice of such waiver from Purchaser
  to Seller.
  
              (a) Seller  performing  and complying in all material  respects with
        all of the terms of this  Agreement to be performed  and complied  with by
        Seller prior to or at the Closing.
  
              (b) The  willingness  of the  Title  Company,  upon  payment  of the
        applicable   premium   therefor  and   performance  by  Purchaser  of  its
        obligations  under  this  Agreement,  to issue an ALTA  extended  coverage
        Owners  Policy of Title  Insurance,  Form ALTA (1992),  dated the date and
        time of the recording of the Deed (as defined in Section 10.2(a) below) in
        an amount not less than the Purchase Price, insuring Purchaser as owner of
        fee  simple  title to the Real  Property,  subject  only to the  Permitted
        Exceptions.
  
              (c) The full assumption of the Loan by Purchaser shall have received
        preliminary  approval from HUD and the Lender,  and all conditions for the
        effectiveness of such assumption (but for the Closing) shall have been met
        pursuant to Section 15.
  
              (d) On the Closing Date,  all of the  representations  of Seller set
        forth in this Agreement shall continue to be true, accurate and complete.
  
        Notwithstanding  the  foregoing,  if the  conditions set forth in Sections
  7.1(a)-(d)  or any other  condition  of Closing  (other  than an  obligation  of
  Purchaser  under  Section 7.2 below) shall not have been  fulfilled on or before
  the  Closing  Date,  Seller  shall  have the  right  (in its  sole  discretion),
  exercisable by written  notice to Purchaser at or before the Closing,  to extend
  the  Closing  Date  for a  period  of up to  forty-five  (45)  days  to  provide
  additional time for the fulfillment of such conditions. Upon any such extension,
  the term  Closing  Date as used  herein  shall  mean the date set  forth in such
  written  notice  from  Seller.  If  Purchasers  conditions  as set forth in this
  Section  7.1  have  not  been  met as of the  Closing  Date  (as the same may be
  extended as aforesaid)  then  Purchaser  shall have the right to terminate  this
  Agreement by written  notice to Seller,  and upon receipt of such notice  Seller
  shall  direct the  Escrow  Agent to return the  Deposit  to  Purchaser  and this
  Agreement shall thereupon terminate and be of no further force or effect.
  
        7.2 Seller's  Conditions  Precedent.  In addition to any other  conditions
  precedent in favor of Seller as may be set forth  elsewhere  in this  Agreement,
  Seller's  obligations  under this Agreement are expressly  subject to the timely
  fulfillment  of the  conditions  set forth in this  Section 7.2 on or before the
  Closing Date, or such earlier date as is set forth below.  Each condition may be
  waived in whole or part only by written  notice of such  waiver  from  Seller to
  Purchaser.
  
              (a) Purchaser performing and complying in all material respects with
        all of the terms of this  Agreement to be performed  and complied  with by
        Purchaser prior to or at the Closing.
  
              (b) On the Closing Date, all of the representations of Purchaser set
        forth in this Agreement shall continue to be true, accurate and complete.
  
              (c) The full assumption of the Loan by Purchaser shall have received
        preliminary  approval from HUD and the Lender,  and all conditions for the
        effectiveness of such assumption (but for the Closing) shall have been met
        pursuant to Section 15.
  
        7.3 Risk of Loss. In the event all or a portion of the Improvements should
  be damaged or  destroyed  by fire or other  casualty  prior to Closing such that
  Seller's  reasonable  estimate  of the cost to repair the same  (based  upon the
  written estimate of a licensed  contractor  reasonably  acceptable to Purchaser)
  exceeds  Five  Hundred  Thousand  Dollars  ($500,000),  then  Purchaser  may, at
  Purchasers option, elect to either:
  
              (a)  terminate  this  Agreement and receive back the Deposit (if the
        Deposit  shall  have   theretofore  been  delivered  to  Escrow  Agent  by
        Purchaser); or
  
              (b) close the transaction contemplated by this Agreement.
  
        If  Seller's  reasonable  estimate  of the cost of repairs is less than or
  equal to $500,000, or if Purchaser elects to proceed pursuant to Section 7.3(b),
  Purchaser shall purchase the Property in accordance with the terms hereof except
  that (y) the  Purchase  Price  shall be reduced by the amount of any  applicable
  insurance   deductible  with  respect  to  any  damage  or  destruction  of  the
  Improvements  by fire or other  casualty  and the amount of any repair costs not
  covered  by  insurance  proceeds  as a  result  of  Seller's  self-insurance  or
  resulting  from an uninsured  casualty  (provided that the total of such amounts
  together  with  insurance  proceeds  assigned to Purchaser  shall not exceed the
  amount  Purchaser and Seller  reasonably  agree shall be necessary to repair the
  damage)  and (z) Seller  shall  assign to  Purchaser  at Closing  all  insurance
  proceeds  payable on account of such  damage  (subject  to the terms of the Loan
  Documents  and the rights  therein of the Lender to any  insurance  proceeds and
  subject to  reduction  for the cost of  repairs  undertaken  by Seller  prior to
  Closing).  Purchaser shall be deemed to have terminated this Agreement  pursuant
  to Section  7.3(a)  unless,  within ten (10)  Business  Days from notice of such
  casualty  and  receipt of Seller's  estimate  of the cost of repairs,  Purchaser
  provides  Seller with  written  notice  that  Purchaser  elects to purchase  the
  Property pursuant to Section 7.3(b).
  
        7.4 Condemnation.  In the event that all or a material portion of the Real
  Property should be condemned or becomes the subject of condemnation  proceedings
  or a threat of condemnation  proceedings prior to the Closing such that Seller's
  reasonable  estimate of the loss of value as a result thereof exceeds  $500,000,
  or  access  to  parking  at the Real  Property  is  materially  and  permanently
  impaired,  in any such case  Purchaser  may, at  Purchasers  sole option,  elect
  either to:
  
              (a)   terminate this Agreement and receive back the Deposit; or
  
              (b) close the transaction contemplated by this Agreement.
  
        In all other  cases,  or if  Purchaser  elects to  proceed  under  Section
  7.4(b),  Purchaser  shall  purchase  the Property in  accordance  with the terms
  hereof  (without  reduction  in the  Purchase  Price) and Seller shall assign to
  Purchaser at Closing all condemnation  proceeds (not to exceed the amount of the
  Cash  Balance)  payable  as a result of such  condemnation.  Purchaser  shall be
  deemed to have  terminated  this  Agreement  pursuant to Section  7.4(a) unless,
  within ten (10) days of notice from Seller of the  condemnation  or condemnation
  proceedings or threat of  condemnation  proceedings,  Purchaser  provides Seller
  with written notice that Purchaser  elects to purchase the Property  pursuant to
  Section 7.4(b).
  
  8. Leasing and other Activities Prior to Closing.
  
        8.1 Leasing. During the pendency of this Agreement,  Seller may enter into
  Leases  with new  tenants  or  modifications  of Leases  with  existing  tenants
  substantially in accordance with Seller's existing leasing  practices,  provided
  that in all events any new or  modified  Leases  shall (i) be at or near  market
  rent,  (ii)  be for a term of not  more  than  one (1)  year  (with  respect  to
  residential  Leases only) and (iii) on the  Seller's  current  standard  form of
  lease.  Notwithstanding the foregoing,  Seller agrees to obtain Purchasers prior
  written consent to any Leases that either (A) demise  commercial space in excess
  of 2,000 square feet or (B) provide for a term in excess of one (1) year,  which
  consent  Purchaser  agrees shall not be  unreasonably  withheld,  and Purchasers
  consent  shall be deemed to have been  granted if  Purchaser  has not  responded
  within five (5) Business Days  following the  submission of a proposed  lease to
  Purchaser for approval.
  
        8.2  Property  Contracts.  Seller  shall not,  during the pendency of this
  Agreement,  enter into any  Property  Contracts  or  modifications,  renewals or
  terminations  of any  existing  Property  Contracts,  in each case that would be
  binding  upon  Purchaser  or the  Property  after  Closing,  without the written
  consent of Purchaser,  which consent  Purchaser agrees shall not be unreasonably
  withheld.  If Purchaser  disapproves any such request,  then  Purchasers  notice
  shall specify the reasons for such disapproval.
  
        8.3 Maintenance and Operation. At all times prior to Closing, Seller shall
  continue (a) to maintain the Property in its current condition,  reasonable wear
  and tear and damage by casualty  excepted,  including  ordinary  preparation for
  occupancy of residential units vacated prior to Closing, (b) to conduct business
  with respect to the Property in the same manner in which said  business has been
  heretofore  conducted  and (c) to insure the  Property  substantially  as is set
  forth in Exhibit C.
  
  9.    Representations, Warranties and Covenants
  
        9.1 Seller's Representations.  Except as otherwise disclosed in writing to
  Purchaser,  Seller warrants and represents, to Seller's knowledge as of the date
  of this Agreement and as updated hereafter by Seller, that:
  
              (a)   Legal Existence.  Seller is a general partnership existing
        under the laws of the State of Oregon.
  
              (b)  Authority.  Subject to the right of first refusal  described in
        Section  14,  Seller  has full  right,  power  and  authority  and is duly
        authorized to enter into this Agreement,  to perform each of the covenants
        on its part to be performed  hereunder and to execute and deliver,  and to
        perform its  obligations  under all documents  required to be executed and
        delivered by it pursuant to this Agreement and this Agreement  constitutes
        the valid and binding  obligation of Seller enforceable in accordance with
        its terms.
  
              (c) Consents.  The consent of HUD and Lender in connection  with the
        assumption  of the Loan and transfer of the Property and the waiver of the
        right of first  refusal  described  in  Section  14 are the only  consents
        required  for Seller to perform the  covenants of Seller set forth in this
        Agreement.
  
              (d) Leases.  Seller has  directed  its manager to deliver or to make
        available to Purchaser  (i) complete  copies of all Leases and (ii) a rent
        roll in the  form  of  Exhibit  D (the  Rent  Roll),  which,  to  Seller's
        knowledge, shall be true and correct in all material respects.
  
              (e) Property  Contracts.  Seller has caused its property  manager to
        deliver or to make available  copies of all Property  Contracts  which, to
        the best of Seller's knowledge, are all of the contracts and agreements to
        which Seller or property  manager is a party and which  materially  affect
        the use or operation of the Property.  Seller has not received any written
        notice or copy of notice of any  default  under any  Property  Contract or
        other such contract agreement that has not been cured or waived.
  
              (f) Litigation.  There are no actions, suits, or proceedings pending
        or, to the  knowledge  of Seller,  threatened,  against or  affecting  the
        Seller or the  Property  that  either (i) are not  covered  by  applicable
        insurance  or (ii) if  determined  adversely  to Seller  would  materially
        affect the  ownership or operation of the Property or Seller's  ability to
        perform its obligations under this Agreement.
  
        9.2  Seller;  Seller's  Knowledge.  Whenever a  representation  is made to
  Seller's  knowledge,  or  a  term  of  similar  import,  the  accuracy  of  such
  representation  shall be based  solely on the actual  knowledge  of Celia Deluga
  (Deluga),  without  independent  investigation  or inquiry except for inquiry of
  Seller's property manager for the Property. Deluga is the employee of Seller who
  has had  primary  responsibility  for the  sale of the  Property  to  Purchaser.
  Notwithstanding  the  foregoing,  if,  prior to the Closing,  Purchaser  obtains
  actual knowledge that any representation or warranty of Seller is inaccurate and
  Purchaser nonetheless proceeds with the Closing,  Seller shall have no liability
  for any such matter  regarding  which  Purchaser had actual  knowledge  prior to
  Closing.
  
        9.3   Purchaser's   Representations.   Purchaser   makes   the   following
  representations and warranties to Seller:
  
              (a) Legal  Existence  and  Authority.  Purchaser  is a duly  formed,
        validly existing corporation under the laws of Oregon, is in good standing
        with the State of Oregon and is  authorized  to enter into this  Agreement
        and  consummate  the  transactions   contemplated   hereby;  each  of  the
        individuals executing this Agreement on Purchasers behalf is authorized to
        do so,  and this  Agreement  constitutes  the  valid and  legally  binding
        obligation of Purchaser,  enforceable against Purchaser in accordance with
        its terms.  Purchaser has the financial  ability to pay the Purchase Price
        by (i)  tendering  the Cash  Balance and (ii)  assuming  the Loan,  and to
        perform the other covenants of Purchaser set forth in this Agreement.
  
              (b) Litigation.  There are no actions,  suits or proceedings pending
        or, to the  knowledge  of  Purchaser,  threatened,  against  or  affecting
        Purchaser  which,  if determined  adversely to Purchaser,  would adversely
        affect its ability to perform its obligations hereunder.
  
              (c)  Conflicts.  Neither the  execution,  delivery or performance of
        this Agreement nor compliance herewith (a) conflicts or will conflict with
        or results or will result in a breach of or constitutes or will constitute
        a default under (1) the articles of organization, by-laws or other charter
        documents of Purchaser, (2) to Purchasers knowledge, any law or any order,
        writ, injunction or decree of any court or governmental  authority, or (3)
        any agreement or  instrument to which  Purchaser is a party or by which it
        is bound or (b) results in the creation or imposition of any lien,  charge
        or  encumbrance  upon  its  property  pursuant  to any such  agreement  or
        instrument;
  
              (d)  Consents.  Except  for  the  approval  by  HUD  and  Lender  of
        Purchasers assumption of the Loan as described in Section 15, no approval,
        consent,  order or  authorization  of,  or  designation,  registration  or
        declaration  with,  any of the United  States,  the State of  Oregon,  any
        department,  board,  agency,  office,  commission  or  other  subdivisions
        thereof,  or any  official  thereof  or any  third  party is  required  in
        connection  with the valid  execution and delivery of, and  performance of
        the covenants of, this Agreement by Purchaser.
  
              (e) Taxpayer I.D. Purchasers taxpayer identification number is
        --------.
  
        9.4 Property  Conveyed As Is. Other than as expressly set forth in Section
  4 with respect to Purchasers review of title, Purchaser has heretofore completed
  its examination of the Property,  and Seller hereby  specifically  disclaims any
  warranty, guaranty or representation,  oral or written, past, present or future,
  of,  as to,  or  concerning  (a)  the  nature  and  condition  of the  Property,
  including,  without limitation,  the water, soil and geology or any other matter
  affecting the  stability or integrity of the Real Property or the  Improvements,
  and the  suitability  thereof and of the Property for any and all activities and
  uses which  Purchaser  may elect to conduct  thereon,  and the  existence of any
  Hazardous  Materials  (as defined  below)  thereon,  (b) the  compliance  of the
  Property with any law, rule, regulation or ordinance to which the Property is or
  may be  subject,  (c) except as  provided  in the Deed and Bill of Sale (as such
  terms are defined  below),  the condition of title to the Property or the nature
  and extent of any right of way, lease, license, reservation or contract, (d) the
  profitability or losses or expenses  relating to the Property and the businesses
  conducted  in  connection  therewith,  (e) the  value of the  Property,  (f) the
  existence,  quality,  nature or adequacy of any utility  servicing the Property,
  (g)  the  physical  condition  of  the  Property,  and  (h)  the  legal  or  tax
  consequences  of  this  Agreement  or  the  transactions   contemplated  hereby.
  Purchaser acknowledges that Seller has not made an independent  investigation or
  verification of the accuracy or completeness of any documents, studies, surveys,
  information  or materials  which were  prepared by parties other than Seller and
  which may have been reviewed by Purchaser,  or made  available to Purchaser,  or
  the methods employed by the preparers of such items. Purchaser acknowledges that
  Purchaser   has  had  a  full  and   complete   opportunity   to  conduct   such
  investigations,  examinations,  inspections  and  analysis  of the  Property  as
  Purchaser, in its sole and absolute discretion,  determined. Purchaser expressly
  acknowledges  that, in  consideration  of the agreements of Seller  herein,  and
  other  than  as  expressly  set  forth  in  this  Agreement,   Seller  makes  no
  representations  or warranties,  express or implied,  or arising by operation of
  law,  including,  but not limited to, any warranty of  condition,  habitability,
  merchantability, suitability or fitness for a particular purpose or otherwise.
  
        9.5 Hazardous  Materials.  Purchaser  shall rely only upon  Purchasers own
  investigations and inquiries with respect to all liability and risk with respect
  to the presence of Hazardous Materials (as hereinafter defined) in, on or around
  the Property. For purposes of this Agreement, the term Hazardous Materials shall
  mean any substance which is or contains:  (i) any hazardous  substance as now or
  hereafter  defined  in  Section  101(14)  of  the  Comprehensive   Environmental
  Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section
  9601 et seq.) or any regulations  promulgated  under CERCLA;  (ii) any hazardous
  waste as now or hereafter defined in the Recourse  Conservation and Recovery Act
  (42 U.S.C.  Section 6901 et seq.) or regulations  promulgated  under RCRA; (iii)
  any substance  regulated by the Toxic Substances Control Act (15 U.S.C.  Section
  2601 et. seq.); (iv) gasoline, diesel fuel or other petroleum hydrocarbons;  (v)
  asbestos and asbestos  containing  materials,  in any form,  whether  friable or
  nonfriable;  (vi)  polychlorinated  biphenyls;  (vii) radon gas;  and (viii) any
  additional  substances  or materials  which are now or hereafter  classified  or
  considered  to be  hazardous  or  toxic  under  Environmental  Requirements  (as
  hereinafter  defined) or the common law, or any other  applicable law related to
  the  Property.  Hazardous  Materials  shall  include,  without  limitation,  any
  substance,  the presence of which on the Real Property:  (A) requires reporting,
  investigation or remediation  under  Environmental  Requirements;  (B) causes or
  threatens to cause a nuisance on the Real Property or adjacent property or poses
  or  threatens  to pose a hazard to the  health or safety of  persons on the Real
  Property or  adjacent  property;  or (C) if  emanated or migrated  from the Real
  Property,  could constitute a trespass. For purposes of this Agreement, the term
  Environmental  Requirements shall mean all laws,  ordinances,  statutes,  codes,
  rules, regulations,  agreements,  judgments, orders and decrees now or hereafter
  enacted,  promulgated,  or  amended,  of the  United  States,  the  states,  the
  counties,  the  cities or any  other  political  subdivisions  in which the Real
  Property   is  located   and  any  other   political   subdivision,   agency  or
  instrumentality exercising jurisdiction over the owner of the Real Property, the
  Real  Property  or the use of the  Real  Property  relating  to  pollution,  the
  protection or regulation of human health,  natural resources or the environment,
  or the  emission,  discharge,  release  or  threatened  release  of  pollutants,
  contaminants, chemicals or industrial, toxic or hazardous substances or waste or
  Hazardous Materials into the environment (including, without limitation, ambient
  air, surface water, ground water or land or soil).
  
  10.0  Closing.
  
        10.1  Closing  Date.  Subject  to the terms of this  Agreement  (including
  without  limitation  Seller's  right to extend the  Closing  Date as provided in
  Section  7.1 and Buyer's  right to extend the  Closing  Date as provided in this
  Section 10.1), the Closing hereunder shall take place at the office of the Title
  Company,  Pioneer  Tower,  Suite 930, 888 SW Fifth Avenue,  Portland,  Oregon at
  10:00 a.m. local time, or through customary closing  arrangements  acceptable to
  Seller and Purchaser,  in either case on the date (the Closing Date) that is the
  earlier of (i) ninety (90) days from the date of this Agreement or (b) seven (7)
  days following Purchasers receipt of the required consents of HUD and the Lender
  to the  Purchasers  assumption  of the Loan as  described  in Section 15. If the
  Closing Date as so determined  would occur on a date that is not a Business Day,
  then the Closing Date shall be the next  succeeding  Business  Day. In the event
  that HUD and the Lender,  through no fault or delay of the  Purchaser,  have not
  given  preliminary  approval to the sale of the  Property to  Purchaser  and the
  assumption  of the Loan by  Purchaser  (as  contemplated  by  Section 15 of this
  Agreement) by the date that is ninety (90) days from the date of this Agreement,
  Seller and  Purchaser  agree that  Purchaser,  at its  election and upon written
  notice to Seller on or before the scheduled  Closing  Date,  may elect to extend
  the  Closing  Date for a period  of thirty  (30)  days in order to  obtain  such
  preliminary approvals.
  
        10.2 Seller's Deliveries. At or prior to the Closing, Seller shall deliver
  or cause to be delivered, at Seller's sole expense pursuant to customary closing
  escrow arrangements reasonably satisfactory to Seller and Purchaser, each of the
  following items:
  
              (a) An Oregon  special  warranty  deed with  covenants as to acts of
        Seller  only  (the  Deed)  duly  executed  and   acknowledged  by  Seller,
        substantially  in the form  attached  hereto as Exhibit E, subject only to
        the Permitted Exceptions.
  
              (b) A duly  executed  and  acknowledged  original  bill of sale  and
        general assignment substantially in the form attached hereto as Exhibit F.
  
              (c) A duly  executed and  acknowledged  original  counterpart  of an
        assignment  and  assumption of leases  substantially  in the form attached
        hereto as Exhibit G.
  
              (d) All Leases (with all  amendments and  modifications  thereto) in
        Seller's possession or control relating to the Property, and an accounting
        of all Tenant Deposits.
  
              (e) All keys to all locks on the Property  and all  documents in the
        possession of Seller pertaining to tenants of the Property, including, but
        not by way of  limitation,  all  applications,  correspondence  and credit
        reports relating to such tenants.
  
              (f) A  non-foreign  person  affidavit in customary  form sworn to by
        Seller as required by Section 1445 of the Internal Revenue Code.
  
              (g) Such  evidence,  certificates  or documents as may be reasonably
        required by the Title  Company  relating  to: (i)  mechanics  or suppliers
        liens;  (ii)  parties in  possession;  or (iii) the status and capacity of
        Seller and the  authority of the person or persons who are  executing  the
        various  documents on behalf of Seller in connection  with the sale of the
        Property.
  
              (h) All Property Contracts and all other documents in the possession
        of  Seller  or its  property  manager  relating  to the  operation  of the
        Property   including   all   permits,    licenses,    approvals,    plans,
        specifications, surveys, guaranties and warranties.
  
              (i) A duly-executed  original  counterpart of a closing statement in
        accordance herewith.
  
              (j) A duly  executed  and  acknowledged  original  counterpart  of a
        general  assignment  and  assumption  substantially  in the form  attached
        hereto as Exhibit H.
  
              (k) The notice to tenants described in Section 10.5.
  
              (l)  Such  other  documents  as  may  be  reasonably   necessary  or
        appropriate to effect the  consummation  of the  transaction  which is the
        subject of this Agreement,  including without limitation  non-confidential
        records in the  possession of or under the control of the Seller  relating
        to the management of the Property.
  
        10.3 Purchasers  Deliveries.  At or prior to the Closing,  Purchaser shall
  deliver the following  items pursuant to customary  closing escrow  arrangements
  reasonably satisfactory to Seller and Purchaser:
  
              (a) By  11:00  a.m.  Eastern  Standard  Time  by  wire  transfer  of
        immediately  available  federal  funds,  the Cash  Balance of the Purchase
        Price,  less the amount of the Deposit and as adjusted for the  prorations
        provided for in this Agreement.
  
              (b) Duly executed and acknowledged original counterparts of Seller's
        deliveries 8.2 (c), (i) and (j).
  
              (c) Such evidence or documents as may  reasonably be required by the
        Title  Company  evidencing  the status and capacity of  Purchaser  and the
        authority of the person or persons who are executing the various documents
        on behalf of Purchaser in connection with the purchase of the Property.
  
              (d)  Documents  as may be required by HUD and/or  Lender to evidence
        the assumption of the Loan by Purchaser.
  
              (e) Acknowledgment by Purchaser of Purchasers receipt from Seller of
        the Tenant Deposits.
  
              (f)  Such  other  documents  as  may  be  reasonably   necessary  or
        appropriate to effect the  consummation  of the  transaction  which is the
        subject of this Agreement.
  
        10.4  Costs and Prorations.
  
              (a) Closing  Costs.  Purchaser  and Seller  shall each pay their own
        legal fees related to the  negotiation  and  preparation of this Agreement
        and all documents required to settle the transaction  contemplated hereby.
        Seller shall pay all costs  associated  with (i) that portion of the title
        premium for the Owners  Title  Policy  allocable to the cost of a standard
        coverage  ALTA Owners  policy,  and (ii) all costs  incurred in connection
        with title examination and preparation of the Title Commitment.  Purchaser
        shall pay all costs associated with Purchasers evaluation of the Property,
        including the cost of appraisals,  architectural,  engineering, credit and
        environmental  reports, and Purchaser shall pay (i) all costs allocable to
        preparation of the Survey, (ii) that portion of the premium for the Owners
        Title  Policy  allocable  to  the  cost  of  extended   coverage  and  any
        endorsements  thereto,  and (iii) all application  costs and other fees or
        charges  payable  in  connection  with  the  assumption  of  the  Loan  by
        Purchaser.  Purchaser and Seller shall each pay fifty percent (50%) of the
        costs of (i) any escrow  charges;  and (ii) all recording fees (other than
        to discharge  Seller  Encumbrances).  All other  purchase and sale closing
        costs shall be paid by Seller or Purchaser in  accordance  with the custom
        in the jurisdiction where the Property is located.
  
              (b) Prorations.  The following shall be prorated  between Seller and
        Purchaser as of the Closing Date:
  
                    (i) all real  estate  taxes and  installments  of  general  or
              special  assessments on the Real Property and ad valorem  taxes,  if
              any,  on  the  Personal   Property   based  on  the  most   recently
              ascertainable  taxes. Seller shall be responsible for all such taxes
              and  assessments  that  are  allocable  to any  period  prior to the
              Closing Date and Purchaser  shall be responsible  for all such taxes
              and  assessments  allocable to any period from and after the Closing
              Date;  provided,  however,  that in no event shall Seller be charged
              with or be responsible for any increase in the taxes on the Property
              resulting  from the sale of the  Property  or from any  improvements
              made or leases entered into on or after the Closing Date.
  
              If,  for the fiscal  tax year in which the  Closing is held,  or any
              prior  year,   there  are  any  tax  protests  filed,  or  abatement
              application  proceedings  pending at any time  prior to the  Closing
              with reference to the Property, Seller have the right to settle such
              protests or  proceedings  in its sole and absolute  discretion.  All
              amounts  recovered as a result  thereof,  whether by  settlement  or
              otherwise,  shall,  net of attorneys'  fees and other  expenses,  be
              apportioned  as of the Closing Date for the fiscal tax year in which
              the  closing  is held,  and  paid,  when  received,  to the  parties
              entitled thereto.  The parties hereto agree to execute any papers or
              take such steps,  either before or after the Closing Date, as may be
              necessary to carry out the intention of the foregoing.
  
                    (ii) all rentals under the Leases and other tenant charges and
              Tenant Deposits, in each case as and when actually received.  Seller
              shall  deliver or provide a credit in an amount equal to all prepaid
              rents for periods  after the Closing  Date and all Tenant  Deposits,
              provided  that no  credit  shall  be made to  Purchaser  for  Tenant
              Deposits  that  have  been  applied  to  a  tenants  obligations  in
              accordance with the terms of such tenants Lease  consistent with the
              accounting to be provided at Closing by Seller with respect thereto.
              Rents  which are  delinquent  as of the  Closing  Date  shall not be
              prorated  on  the  Closing  Date.   Purchaser   shall  include  such
              delinquencies in its normal billing and shall use reasonable efforts
              in the  collection  thereof  after the Closing  Date (but  Purchaser
              shall not be required to litigate, declare a default in any Lease or
              expend  material  amounts of money in connection with such attempted
              collection).  To the extent Purchaser receives rents on or after the
              Closing Date, such payments shall be applied first toward reasonable
              costs  of  collection,  then  to the  current  months  rent  owed to
              Purchaser in  connection  with the  applicable  Lease for which such
              payments  are  received,  and any excess  monies  received  shall be
              applied toward the payment of any  delinquent  rents in the order of
              delinquency  (i.e. with rents longest  outstanding paid last),  with
              Seller's share thereof being promptly delivered to Seller. Not later
              than five (5) days prior to the actual  Closing  Date,  Seller shall
              identify  which tenants of the Property have  delinquent  rents with
              respect to which  Seller  intends  to  exercise  remedies,  and with
              respect to such  tenants  only,  and not  otherwise,  Seller  hereby
              reserves  the  right to  pursue  any  remedy  against  such  tenant,
              provided  that  Seller  shall  not  seek to  evict  such  tenant  or
              otherwise  terminate its lease or right of possession.  With respect
              to delinquent rents for the period prior to the Closing Date and any
              other  amounts or other rights of any kind,  respecting  tenants who
              are no longer tenants of the Property as of the Closing Date, Seller
              shall  retain all rights  relating  thereto.  Any rents  received by
              Seller  after the Closing Date that are  attributable  to the period
              after  the  Closing  Date  as set  forth  above  shall  be  paid  to
              Purchaser.
  
                    (iii) to the  extent  Property  Contracts  are not  terminated
              pursuant to Section 6, Seller  shall be  credited  for prepaid  sums
              under such Property  Contracts  and Purchaser  shall be credited for
              any amounts due or accrued thereunder as of Closing.
  
                    (iv) to the extent that utility  meters are not read and final
              bills rendered as of the day immediately  preceding the Closing Date
              as set forth  below,  water,  sewer,  electricity  and other  public
              utility  charges  with  respect to the  Property  shall be  prorated
              effective  as of the day  immediately  preceding  the  Closing  Date
              utilizing  an estimate of such charges  reasonably  approved by both
              Purchaser and Seller based on prior utility bills.
  
        Seller shall request and use reasonable  efforts to obtain a final reading
  of all water, sewer, electricity,  gas and other public utility meters as of the
  day  immediately  preceding  the Closing  Date and shall  promptly pay any bills
  rendered pursuant to such meter readings.
  
        All  prorations  and  closing  payments  shall  be made on the  basis of a
  closing statement approved by Purchaser and Seller.  Except as otherwise stated,
  in the event any of the  prorations  or  apportionments  made under this Section
  10.4  shall  prove to be  incorrect  for any  reason,  then any  party  shall be
  entitled to a prompt  adjustment  to correct the same.  Any item which cannot be
  finally  prorated  because  of  the   unavailability  of  information  shall  be
  tentatively prorated on the basis of the best data then available. Purchaser and
  Seller agree to use best efforts to achieve a final proration and  apportionment
  of closing payments within thirty (30) days following the Closing Date.
  
        10.5  Possession.  Possession  of  the  Property  shall  be  delivered  to
  Purchaser by Seller at the Closing,  subject only to the rights of tenants under
  the Leases,  rights  arising  under any Property  Contracts  not  terminated  by
  Purchaser  pursuant to Section 6, and rights  arising under any of the Permitted
  Exceptions.  Seller and Purchaser  covenant and agree to execute,  at Closing, a
  written notice of the acquisition of the Property by Purchaser,  for duplication
  and transmittal to all tenants affected by the sale and purchase of the Property
  (or  otherwise  in such  manner as will comply with  applicable  law  respecting
  notification  of  tenants).  Such  notice  shall be prepared  by  Purchaser  and
  approved by Seller,  shall notify the tenants of the sale and transfer and shall
  contain appropriate  instructions relating to the payment of future rentals, the
  giving of future notices,  and other matters reasonably required by Purchaser or
  required by law. Unless a different  procedure is required by applicable law, in
  which  event such laws shall be  controlling,  Purchaser  agrees to  transmit or
  otherwise deliver such letters to the tenants promptly after the Closing.
  
  11.0 Real Estate Commissions.  If and when, but only if and when, the Closing is
  completed and the Purchase  Price is paid in full,  Seller shall be obligated to
  pay a real estate commission and/or brokerage fee to (i) Eastdil Realty Company,
  LLC and (ii) Grubb & Ellis  (collectively,  the Brokers)  pursuant to a separate
  agreement between Seller and the Brokers.  Such commission shall be paid in full
  at Closing.  Seller and  Purchaser  represent  and warrant to each other that no
  other  brokerage  fee or real estate  commission  is or shall be due or owing in
  connection with this  transaction  based on any action or contact by such party,
  and Seller and Purchaser  hereby  indemnify and hold the other harmless from any
  and all loss, liability,  claim, cause of action,  damage, cost or other expense
  of any nature whatsoever,  including, without limitation,  reasonable attorneys'
  fees resulting from a breach of such representation and warranty. The provisions
  of this  paragraph  shall  survive  the Closing or earlier  termination  of this
  Agreement.
  
  12.0  Termination and Default
  
        12.1  Termination  by  Purchaser.  If  this  Agreement  is  terminated  by
  Purchaser  pursuant to its rights to  terminate  as provided  elsewhere  in this
  Agreement,  the Deposit  shall be returned  immediately  to the Purchaser by the
  Escrow Agent and the parties hereto shall have no further obligations hereunder,
  except as otherwise stated herein.
  
        12.2  Purchasers  Default.  If  Purchaser  defaults in its  obligation  to
  purchase  the  Property  subject  to and in  accordance  with the  terms of this
  Agreement,  the Deposit shall  promptly be paid to Seller by the Escrow Agent as
  liquidated  damages for Purchasers default and as Seller's sole remedy at law or
  in equity (it being  agreed by Seller and  Purchaser  that it is now, and at the
  time of such default will be, difficult or  impracticable to ascertain  Seller's
  actual  damages  and  that  such   liquidated   amount   represents   reasonable
  compensation to Seller).
  
        12.3  Seller's  Default.  In the  event  of  Seller's  default  hereunder,
  Purchaser may, as its sole and exclusive remedy at law or in equity, either: (i)
  terminate this  Agreement by giving written notice from Purchaser to Seller,  in
  which case the Deposit will be  immediately  returned to Purchaser by the Escrow
  Agent; or (ii) specifically enforce this Agreement.
  
  13.0 Communications  with Seller.  Purchaser and Escrow Agent hereby acknowledge
  and agree that all negotiations and other  communications to be made with Seller
  in connection with the  transaction  that is the subject of this Agreement shall
  be made with the Brokers or directly with PaineWebber Properties,  Inc. as agent
  for  PaineWebber  Growth  Properties  Two LP (Growth  II),  a  Delaware  limited
  partnership,  as a general partner of Seller.  Purchaser and Escrow Agent hereby
  acknowledge  notification  that  Growth  II has  exclusive  authority  under the
  Seller's  partnership  agreement to negotiate the sale of the Property on behalf
  of Seller and that the  Purchaser  and the Escrow Agent shall not be entitled to
  rely upon any representation,  agreement,  waiver or other communication made by
  or on behalf  of Growth  II's  partner,  Libra  Portland  Partners  (Libra),  an
  Illinois limited partnership, in connection with the sale of the Property.
  
  14.0 Right of First  Refusal and Seller's  Right to  Terminate.  The sale of the
  Property  by Seller is subject to a right of first of  refusal to  purchase  the
  Property  in favor of Libra,  as provided  in  Seller's  partnership  agreement.
  Purchaser  acknowledges  the existence of such right of first refusal and agrees
  that,  in the event that Libra elects to exercise its right of first  refusal to
  purchase the Property,  Growth II shall have the right, on behalf of Seller,  to
  terminate  this  Agreement by giving written notice of termination to Purchaser,
  such  notice to be given not later  than  forty  (40) days from the date of this
  Agreement.  If Seller shall so terminate  this  Agreement as a result of Libra's
  exercise of its right of first  refusal,  and the Property shall be purchased by
  Libra  without  Purchaser  (or any entity  controlling,  controlled  by or under
  common control with  Purchaser)  having a financial  interest in the purchase of
  the  Property  (either  through  debt or equity),  then Seller  agrees to pay to
  Purchaser a break-up fee in the amount of  $50,000.00  (the Break-up  Fee).  The
  Break-Up Fee, if earned, shall be paid by Seller upon the closing of the sale of
  the Property and Seller's obligation to pay such Break-up Fee to Purchaser shall
  survive termination of this Agreement.
  
  15.0  Lender and HUD  Approval.  The Note is insured  under  Section  207 of the
  National  Housing Act,  administered by HUD.  Purchaser  agrees to undertake the
  preparation of a complete HUD Form 92266,  Application  for Transfer of Physical
  Assets and all required supporting  documentation (the HUD Application) promptly
  following the mutual  execution and delivery of this  Agreement.  Not later than
  three (3) Business Days following notification from Seller that Libra's right of
  first  refusal  referenced  in  Section  14 is waived  or  deemed to be  waived,
  Purchaser  shall  make  application  to  Lender  and  HUD  (including,   without
  limitation,  submission  to HUD of the  HUD  Application)  for  approval  of the
  transfer  of the  Property  and  assumption  of the  Loan as  described  herein.
  Purchaser agrees to diligently and  continuously  pursue HUD and Lender approval
  and to timely provide all documentation  and information  required by either HUD
  or Lender,  with  copies to Seller,  as well as to keep  Seller  informed of the
  progress of Purchasers applications on at least a weekly basis.
  
        This  Agreement  and  the  Closing  are  expressly  conditioned  upon  the
  following:
  
              (a)  Preliminary  approval by HUD of the  assumption  of the Loan by
        Purchaser,  as set forth in Form HUD 92266,  Application  for  Transfer of
        Physical Assets,  and supporting  documents  submitted to HUD, without any
        qualifications or conditions which must be satisfied before HUD will grant
        final approval of the  Application  for Transfer of Physical Assets except
        (i) evidence  that the transfer of the Property to Purchaser  has occurred
        (including delivery of recorded and unrecorded closing documents); (ii) if
        required by HUD, the execution by Purchaser of a new Regulatory Agreement;
        (iii) delivery of and any modification or amendment to the  organizational
        or enabling  documents of Purchaser;  (iv) delivery of Purchasers  balance
        sheet;  (v)  delivery  of  mortagees  statement  of all trust  and  escrow
        accounts as of the Closing Date;  (vi) delivery of an  endorsement  to the
        existing  mortgagee policy of title  insurance;  (vii) delivery of the HUD
        approved legal opinion;  (viii) delivery of a rental schedule; or (ix) any
        other  conditions  or  qualifications  that  are  mutually  acceptable  to
        Purchaser and Seller. No transfer of any interest in the Property shall be
        effective prior to obtaining HUD approval of the transaction  contemplated
        herein.  Purchaser  shall not take  possession  of the Property nor assume
        benefits  of  the  Property   ownership  prior  to  HUD  approval  of  the
        transaction  contemplated  herein.  Purchaser shall have no right upon any
        breach by Seller hereunder to seek damages,  directly or indirectly,  from
        the FHA project which is the subject of this  transaction,  including from
        any assets,  rents, issues or profits thereof; and Purchaser shall have no
        right to effect a lien upon the Property or the assets,  rents,  issues or
        profits thereof.
  
              (b) Prior to the Closing Date,  written consent of the Lender (which
        consent and related  assumption  documents  required by Lender shall be in
        form and substance  reasonably  acceptable to Seller and Purchaser) to the
        sale of the  Property  to  Purchaser  and the  assumption  of the  Loan by
        Purchaser  and  release  of  Seller  from all  obligations  under the Loan
        Documents.  Purchaser  agrees to cooperate in all respects  with  Seller's
        efforts to obtain Lenders consent following  notification from Seller that
        Libra's  right of first  refusal  referenced in Section 14 is waived or is
        deemed  to  be  waived,  and  to  timely  provide  all  documentation  and
        information required by Lender in connection therewith.
  
        15.1 In the event that Lender and HUD consent to the sale of the  Property
  to Purchaser and the  assumption  of the Loan by Purchaser  but  condition  such
  consent upon Seller  remaining  liable under the terms of the Loan Documents for
  matters  occurring after the Closing Date, Seller may terminate this transaction
  by written notice to Purchaser.
  
        15.2 With the exception of the cost of any audit required prior to Closing
  in connection with the obtaining of HUD approval, which shall be paid by Seller,
  all application costs,  assumption fees, or other charges incurred in connection
  with the  assumption of the Loan by Purchaser and approval  thereof shall be the
  sole obligation of Purchaser.
  
  16.0 General Escrow  Provisions.  The obligations and rights of the Escrow Agent
  under this Agreement shall be subject to the following terms and conditions:
  
              (a) The duties and  obligations  of Escrow Agent shall be determined
        solely by the express provisions of this Agreement, as it may hereafter be
        amended, or by subsequent written instructions agreed upon and executed on
        behalf of Purchaser, Seller and Escrow Agent.
  
              (b)  Escrow  Agent  shall  not be  liable to anyone by reason of any
        error of judgment,  or for any act done or step taken or omitted by Escrow
        Agent in good faith,  or for any  mistake of fact or law, or for  anything
        which Escrow Agent may do or refrain  from doing in  connection  herewith,
        unless  caused by or arising  out of Escrow  Agents  gross  negligence  or
        intentional misconduct.
  
              (c) Escrow  Agent shall be entitled to rely,  and shall be protected
        in acting in  reliance,  upon any  writing  furnished  to Escrow  Agent by
        either Purchaser or Growth II on behalf of Seller and shall be entitled to
        treat as genuine, and as the document it purports to be, any letter, paper
        or other document furnished to Escrow Agent.  Escrow Agent may rely on any
        affidavit  of  either  Purchaser  or  Growth II on behalf of Seller or any
        other person as to the  existence of any facts stated  therein to be known
        by the affiant.
  
              (d) If Seller shall become entitled to retain or receive the Deposit
        or other amount paid under this Agreement, Escrow Agent shall pay the same
        to Seller together with all interest earned thereon and if Purchaser shall
        become entitled to a return of the Deposit or other amount paid under this
        Agreement,  Escrow Agent shall pay the same to Purchaser together with all
        interest earned thereon; provided,  however, that no disbursement pursuant
        to this  subsection  shall be made by Escrow  Agent  until the third (3rd)
        Business  Day  following  the  receipt  or  deemed  receipt  of  notice by
        Purchaser  and Seller from Escrow  Agent of its  intention to so disburse,
        and disbursement  made by Escrow Agent after the passage of such three (3)
        Business  Day period  shall  relieve  Escrow  Agent from all  liability in
        connection with such  disbursement  unless such disbursement is proscribed
        by order of a court of competent jurisdiction or objected to in writing by
        Seller or  Purchaser.  If such  disbursement  is objected to in writing by
        Seller or Purchaser within such three (3) Business Day period, then Escrow
        Agent shall not make such  disbursement  until  unanimously  instructed in
        writing by Purchaser and Seller,  or is directed to make such disbursement
        by a court of competent jurisdiction.
  
              (e) In the event of any  disagreement  between  Purchaser and Seller
        resulting in adverse  claims and demands being made in connection  with or
        against the funds held in escrow, Escrow Agent shall refuse to comply with
        the claims or demands of either party until such  disagreement  is finally
        resolved (i) by a court of competent  jurisdiction  (in proceedings  which
        Escrow  Agent or any other party may  initiate,  it being  understood  and
        agreed by Purchaser  and Seller that Escrow Agent has  authority  (but not
        the obligation) to initiate such proceedings), or (ii) by an arbitrator in
        the event that  Purchaser  and Seller  determine  to submit the dispute to
        arbitration pursuant to the rules of the American Arbitration Association,
        and in so doing Escrow Agent shall not be or become liable to a party,  or
        (iii) by written settlement between Purchaser and Seller.
  
              (f)  Purchaser  and  Seller  each  agree to  jointly  and  severally
        indemnify  and hold  harmless  Escrow  Agent  against  any and all losses,
        liabilities,  costs  (including  legal fees) and other expenses in any way
        incurred  by  Escrow  Agent  in  connection  with  or as a  result  of any
        disagreement   between  Purchaser  and  Seller  under  this  Agreement  or
        otherwise  incurred  by Escrow  Agent in any way on account of its role as
        Escrow Agent.
  
              (g)  Escrow  Agent in its sole  discretion  shall  have the right to
        assign its rights and  obligations as Escrow Agent under this Agreement to
        a successor Escrow Agent which is a nationally  recognized title insurance
        company. Upon any such assignment, Escrow Agent shall transfer the Deposit
        and any interest earned thereon to such successor Escrow Agent,  whereupon
        the original  Escrow Agent shall have no further  obligation  or liability
        whatsoever as Escrow Agent under this Agreement.
  
              (h)  Escrow  Agent  may pay the  Deposit  into a court of  competent
        jurisdiction  upon  commencement  by the Escrow  Agent of an  interpleader
        action in such court.  The costs and  attorneys'  fees of the Escrow Agent
        for such interpleader  action shall be paid one-half by each of Seller and
        Purchaser.
  
              (i) The rights and immunities of Escrow Agent  hereunder shall apply
        equally to its partners, of counsel, associates, employees, affiliates and
        agents.
  
              (j) All of Escrow  Agents  obligations  under this  Agreement  shall
        automatically terminate upon disbursing the Deposit as set forth above.
  
  17.0  Miscellaneous
  
        17.1 Entire  Agreement.  This Agreement  constitutes the entire  agreement
  between the parties hereto with respect to the transactions contemplated herein,
  and it supersedes all prior  discussions,  understandings or agreements  between
  the  parties.  All  Exhibits and  Schedules  attached  hereto are a part of this
  Agreement and are incorporated herein by reference.
  
        17.2 Binding On  Successors  and Assigns.  Subject to Section  17.3,  this
  Agreement  shall be binding upon and inure to the benefit of the parties  hereto
  and their respective successors and assigns.
  
        17.3 No  Assignment by  Purchaser.  Without the prior  written  consent of
  Seller,  Purchaser shall not,  directly or indirectly,  assign this Agreement or
  any of its rights hereunder. Any attempted assignment in violation hereof shall,
  at the election of Seller in its sole  discretion,  be of no force or effect and
  shall constitute a default by Purchaser. Notwithstanding the foregoing Purchaser
  may elect to have a nominee  entity  accept  title to the  Property  at Closing,
  provided  that any such nominee must be an  affiliated  entity  controlled by or
  under common control with Purchaser,  and Purchaser shall give written notice of
  such nominee to Seller,  together with any  reasonable  evidence of  affiliation
  requested  by  Seller,  a minimum  of fifteen  (15) days  prior to  Closing.  No
  designation  of a nominee to receive  title  shall  release  Purchaser  from its
  obligations under this Agreement.
  
        17.4  Waiver.  The excuse or waiver of the  performance  by a party of any
  obligation  of the other party under this  Agreement  shall only be effective if
  evidenced by a written statement signed by the party so excusing or waiving.  No
  delay in exercising any right or remedy shall  constitute a waiver thereof,  and
  no waiver by Seller or Purchaser of the breach of any covenant of this Agreement
  shall be construed as a waiver of any preceding or succeeding breach of the same
  or any other covenant or condition of this Agreement.
  
        17.5  Governing  Law.  This  Agreement  shall be governed by and construed
  under the internal laws of the State of Oregon, without regard to the principles
  of conflicts of law.
  
        17.6  Counterparts.  This  Agreement  may be  executed  in any  number  of
  counterparts  and it shall be sufficient that the signature of each party appear
  on one or more such counterparts. All counterparts shall collectively constitute
  a single agreement.
  
        17.7 Notices. All communications hereunder shall be in writing, personally
  delivered or mailed by first-class  registered or certified mail, return receipt
  requested, postage prepaid or delivered by Federal Express or another nationally
  recognized  overnight  commercial courier against receipt,  or sent by facsimile
  providing that a confirming  copy is  simultaneously  sent by Federal Express or
  other nationally  recognized  overnight  commercial courier, (i) if to Seller at
  c/o PaineWebber  Properties,  Inc., 265 Franklin Street,  Boston,  Massachusetts
  02110, Attention: Celia R. Deluga, Vice President (facsimile no. (617) 345-8725,
  telephone  no.  345-8710),  with a copy to:  Andrew C.  Sucoff,  Esq.,  Goodwin,
  Procter & Hoar LLP,  Exchange  Place,  Boston,  MA 02109  (facsimile  no.  (617)
  227-8591,  telephone  no.  (617)  570-1995)  and (ii) if to Purchaser at 1121 SW
  Salmon Street, Portland,  Oregon 97205, Attention:  Harold Schnitzer,  President
  (facsimile no. (503)  274-2793;  telephone no. (503)  274-2900),  with a copy to
  Ball Janik LLP, One Main Place, 101 Southwest Main Street, Suite 1100, Portland,
  Oregon  97204-3219,  Attention:  Steven T.  Janik,  Esq.  (facsimile  no.  (503)
  295-1058;  telephone no. (503)  228-2525).  Such notice shall be deemed given on
  the date of  receipt  by the  addressee  or the date  receipt  would  have  been
  effectuated if delivery were not refused. Each party may designate a new address
  by written notice to the other in accordance with this paragraph.  The inability
  to deliver a notice because of a changed  address of which proper notice was not
  given shall be deemed a refusal of such notice.
  
        17.8  Attorneys'  Fees.  In the  event  of a  judicial  or  administrative
  proceeding  or action by one party  against the other party with  respect to the
  interpretation  or enforcement of this Agreement,  the prevailing party shall be
  entitled to recover reasonable costs and expenses including, without limitation,
  reasonable attorneys' fees and expenses, whether at the investigative, pretrial,
  trial or appellate  level. The prevailing party shall be determined by the court
  based upon an assessment of which party's major arguments or position prevailed.
  
        17.9 IRS Real Estate Sales Reporting.  Purchaser,  Seller and Escrow Agent
  hereby  agree  and  acknowledge  that  Escrow  Agent  shall  act as  the  person
  responsible for closing the  transaction  which is the subject of this Agreement
  pursuant to Internal Revenue Code Section 6045(e) and shall prepare and file all
  informational returns,  including without limitation, IRS Form 1099-S, and shall
  otherwise  comply with the provisions of Internal  Revenue Code Section 6045(e).
  Purchaser and Seller shall reasonably cooperate in connection with such filings.
  
        17.10  Time  Periods.  In  the  event  the  time  for  performance  of any
  obligation  hereunder  expires on a day that is not a Business Day, the time for
  performance shall be extended to the next Business Day.
  
        17.11  Modification of Agreement.  No modification of this Agreement shall
  be deemed effective unless in writing and signed by both Seller and Purchaser.
  
        17.12 Further  Instruments.  Each party,  promptly upon the request of the
  other,  shall  execute and have  acknowledged  and  delivered to the other or to
  Escrow Agent, as may be appropriate,  any and all further instruments reasonably
  requested or  appropriate  to evidence or give effect to the  provisions of this
  Agreement and which are consistent with the provisions of this Agreement.
  
        17.13 Descriptive Headings.  The descriptive headings of the paragraphs of
  this Agreement are inserted for convenience only and shall not control or affect
  the meaning or construction of any provisions of this Agreement.
  
        17.14 Time of the Essence.  Time is of the essence with respect to each of
  the material provisions of this Agreement.
  
        17.15  Business  Day. As used herein,  the term Business Day means any day
  other than  Saturday,  Sunday and any day which is not a full trading day on the
  New York Stock Exchange.
  
        17.16  Construction  of Agreement.  This Agreement  shall not be construed
  more  strictly  against one party than against the other merely by virtue of the
  fact that it may have been prepared primarily by counsel for one of the parties,
  it  being   recognized   that  both   Purchaser  and  Seller  have   contributed
  substantially and materially to the preparation of this Agreement.
  
        17.17 STATUTORY  DISCLOSURE PURSUANT TO ORS 93.040. THE PROPERTY DESCRIBED
  IN THIS  INSTRUMENT  MAY NOT BE  WITHIN A FIRE  PROTECTION  DISTRICT  PROTECTING
  STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS,  WHICH, IN
  FARM OR FOREST ZONES,  MAY NOT AUTHORIZE  CONSTRUCTION  OR SITING OF A RESIDENCE
  AND WHICH LIMIT LAWSUITS  AGAINST FARMING OR FOREST  PRACTICES AS DEFINED IN ORS
  30.930 IN ALL ZONES.  BEFORE  SIGNING OR ACCEPTING THIS  INSTRUMENT,  THE PERSON
  ACQUIRING FEE TITLE TO THE PROPERTY  SHOULD CHECK WITH THE  APPROPRIATE  CITY OR
  COUNTY  PLANNING  DEPARTMENT  TO  VERIFY  APPROVED  USES AND  EXISTENCE  OF FIRE
  PROTECTION FOR STRUCTURES.
  
        17.18 JURY TRIAL WAIVER.  THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN
  ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT OR TORT) BROUGHT BY
  EITHER OF THE PARTIES  HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING
  OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
  
  18.0 1031  Exchange.  Purchaser  may acquire the Property as part of an Internal
  Revenue Code Section  1031 tax deferred  exchange for the benefit of  Purchaser.
  Seller agrees to assist and  cooperate in such  exchange at no cost,  expense or
  liability to Seller and Seller  further  agrees to execute any and all documents
  (subject to the reasonable approval of Seller's legal counsel) as are reasonably
  necessary in  connection  with such  exchange.  Purchaser  may be assigning  all
  contract  rights and obligations  hereunder to a qualified  intermediary as that
  term is defined in the Internal Revenue Code and relevant Treasury  regulations.
  As part of such exchange,  Purchaser shall acquire the Property and Seller shall
  not be  obligated  to  acquire  or  convey  any other  property  as part of such
  exchange. No permitted assignment hereunder shall relieve Purchaser of liability
  hereunder.
  
  19.0 Increase in Purchase Price. If Purchaser has not executed this Agreement as
  of the end of the business day on May 11, 1998 and  forwarded the same to Seller
  via overnight delivery service for delivery on the morning of May 12, 1998, then
  the Purchase Price set forth in Section 2 shall be increased to $51,000,000, and
  the required Deposit described in Section 3 shall be increased to $2,853,708.
  IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
  date first written above.
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:  PaineWebber Growth Properties Two LP, its
                                     general partner
  
                                     By: Second PW Growth Properties, Inc., its
                                         general partner
  
                                         By:  /s/ Celia R. Deluga
                                              -------------------
                                         Name:  Celia R. Deluga
                                         Title:  Vice President
  
                                PURCHASER:
  
                               HARSCH INVESTMENT CORP.
  
                             By: /s/ Harold J. Schnitzer
                                 -----------------------
                             Name:  Harold J. Schnitzer
                             Title: President
  May 12, 1998
  
  Via Federal Express and Certified Mail
  
  Mr. Eugene Golub, President
  LIBRA  PORTLAND  PARTNERS
  c/o LIBRA Real Estate Corporation  
  625 North Michigan
  Avenue, Suite 2000
  Chicago, IL  60611
  
        Re:   Amended and Restated Partnership Agreement of Oregon Portland
              Associates dated as of March 1, 1990 (the Partnership Agreement)
              ----------------------------------------------------------------
  
  Dear Mr. Golub:
  
        PaineWebber  Growth  Properties Two LP (Growth II) hereby delivers notice,
  pursuant to the terms of Section 7.06 of the  captioned  Partnership  Agreement,
  that Growth II is in receipt of a bona fide written offer from Harsch Investment
  Corp.  to  purchase  the  Portland  Center  Apartments,  Portland,  Oregon  (the
  Property) from Oregon Portland  Associates (the  Partnership) upon the terms and
  conditions  contained in the Real Estate Purchase Agreement attached hereto (the
  Purchase Agreement). The Purchase Agreement includes the following general terms
  and conditions:
  
       1.   Purchase Price: $50,000,000. See Section 2 of the Purchase Agreement.
  
       2.   Earnest Money Deposit: $2,773,203.00 (i.e., 10% of the cash portion of
            the Purchase Price). See Section 3 of the Purchase Agreement.
  
       3.   Title  Insurance:  The Seller will pay the cost of  furnishing a basic
            owners policy of title insurance for the Property. See Section 10.4 of
            the Purchase Agreement.
  
       4.   Documentary  Stamps and Transfer Taxes:  Recording fees shall be split
            between Purchaser and Seller. Multnomah County, Oregon does not impose
            a  requirement  for  documentary  stamps or  transfer  taxes.  See the
            allocation of closing costs in Section 10.4 of the Purchase Agreement.
  
        We would appreciate a prompt written response from you, in accordance with
  Section  7.06 of the  Partnership  Agreement,  indicating  that either (i) LIBRA
  PORTLAND PARTNERS will purchase the Property from the Partnership upon the terms
  and  conditions  set forth in the  Purchase  Agreement,  or (ii) LIBRA  PORTLAND
  PARTNERS  waives its rights under Section 7.06 of the  Partnership  Agreement so
  that  Growth  II can  proceed  with the sale of the  Property  on  behalf of the
  Partnership and the winding up of the Partnership. In any event, Section 7.06 of
  the Partnership  Agreement  calls for a written  response from you within thirty
  (30) days of the date of this notice,  or LIBRA PORTLAND PARTNERS will be deemed
  to have waived its right to purchase the Property.
  Thank you very much for your prompt attention to this matter.
  
                                     Sincerely,
  
                                      PaineWebber Growth Properties Two LP, a
                                      Delaware limited partnership
  
                                      By:   Second PW Growth Properties, Inc.
  
                                            By:  /s/ Celia R. Deluga
                                                 -------------------
                                                 Vice President
  
  cc:   David Glickstein, Esq.
        Rudnick & Wolfe
        203 North LaSalle Street, Suite 1800
        Chicago, IL  60601-1293
  GOLUB & COMPANY                                                   [GOLUB]
  
   Real Estate Investment and Development
  
                                      EXHIBIT B
  
   June 11, 1998
                                                       VIA FEDEX, FACSIMILE
                                                       AND REGULAR MAIL
  
   Paine Webber Growth Properties Two LP
   c/o PaineWebber Properties, Inc.
   265 Franklin Street
   Boston, Massachusetts  02110
   Attention:  Celia R. Deluga
  
   Re:  Amended and Restated Partnership Agreement of Oregon Portland Associates 
        dated as of March 1, 1990
        ------------------------------------------------------------------------
  
   Gentlemen:
  
        Reference  is made to your  letter to  Eugene  Golub  dated  May 12,  1998
  regarding  the right of Libra  Portland  Partners  ("LPP") to  acquire  Portland
  Center  Apartments (the "Property") on the terms and conditions set forth in the
  Real  Estate  Purchase   Agreement   attached  to  said  letter  (the  "Purchase
  Agreement").
  
        You are hereby  notified  that LPP elects to and does hereby  exercise its
  right to  purchase  the  Property on the terms and  conditions  set forth in the
  Purchase Agreement,  including the closing date set forth therein. In accordance
  with Section 3 of the Purchase Agreement, LPP is, concurrently with the delivery
  of this letter,  causing  $2,773,203 to be wire  transferred to the Escrow Agent
  (as defined in the Purchase Agreement).
  
                                            Very truly yours,
  
                                            LIBRA PORTLAND PARTNERS
  
                                            By:  Libra Portland Corporation
  
                                                  By:  /s/ Eugene Golub
                                                       ----------------
                                                       Eugene Golub, President
  
   Enclosure
  
   cc:  Andrew C. Sucoff, Esq.
  July 8, 1998
  
  Via FedEx and Certified Mail
  
  Libra Portland Partners
  c/o Libra Real Estate Corporation
  625 North Michigan Avenue
  Suite 2000
  Chicago, IL 60611
  Attn:  Eugene Golub, President
  
        Re:   Amended and Restated Partnership Agreement of Oregon Portland
              Associates dated as of March 1, 1990 (the Partnership Agreement)
              ----------------------------------------------------------------
  
  Dear Mr. Golub:
  
        PaineWebber  Growth  Properties  Two,  L.P.  (GP 2) is in  receipt of your
  letter dated June 11, 1998 in which Libra Portland  Partners (LPP) exercised its
  right under the terms and  conditions of the  Partnership  Agreement to purchase
  Portland Center  Apartments (the Property) on the terms and conditions set forth
  in the Real Estate  Purchase  Agreement  dated as of May 11, 1998 (the  Purchase
  Agreement).  We note that the  exercise  attempted  to alter the closing date as
  required  under the  Partnership  Agreement to the closing date as  contemplated
  under the Purchase Agreement.
  
        GP 2 has also  received the request,  forwarded by Michael  Goldman  under
  cover dated June 22, 1998,  for GP 2s consent to the  assignment of LPP's rights
  to purchase the Property.  GP 2 is not prepared to consent to that assignment in
  its current form. We suggest  instead  entering into a letter  agreement  (which
  could be a countersigned  copy of this letter) which  memorializes the terms and
  conditions of LPP's  acquisition  of the Property.  Oregon  Portland  Associates
  would then, at Closing,  subject to the terms and conditions hereof,  convey the
  Property to the nominee directed by LPP.
  
        Subject to the terms of this letter and your  willingness to countersign a
  copy hereof and return it to us, we mutually agree as follows:
  
        Notwithstanding   the  provisions  of  Section  7.06  of  the  Partnership
  Agreement  calling for a closing  within  ninety (90) days of the first  refusal
  notice,  the timing of the sale of the Property will be  determined  pursuant to
  the Purchase Agreement as amended below in Paragraph 4.
  
        LPP shall assume all of the  obligations and have all of the rights of the
  Purchaser  pursuant  to the  Purchase  Agreement,  subject to the  modifications
  contained herein, as if LPP was the Purchaser thereunder.
  
        Notwithstanding   the  provisions  of  Section  7.06  of  the  Partnership
  Agreement,  the  Partnership  shall pay a brokerage  commission  of 0.65% of the
  purchase price and the purchase price shall be $50,000,000.00.
  The Purchase Agreement shall be and is hereby modified as follows:
  
        1. LPP shall be the  Purchaser  and the notice  address for the  Purchaser
  shall be changed to:
  
              Libra Portland Partners
              c/o Golub & Company
              625 North Michigan Avenue
              Suite 2000
              Chicago, IL 60611
              Attn: Eugene Golub, President
  
        2. The letter of credit requirement shall be omitted and a cash deposit as
  the Deposit in the same amount shall be required.  Seller  acknowledges that the
  Deposit  has been made in the amount of  $2,773,203  which  shall be held by the
  Escrow Agent under the terms and conditions of the Purchase Agreement.
  
        3.  Section  9.3(a) is  revised  to  acknowledge  that LPP is an  Illinois
  limited partnership.
  
        4. In Section 10.1, the Closing Date shall be the earlier of (i) September
  9, 1998 or (ii) seven (7) days  following  Purchasers  receipt  of the  required
  consents  of HUD and the  Lender  to the  Purchasers  assumption  of the Loan as
  described  in Section 15.  (Subject  only to  Purchasers  right to extend for an
  additional  thirty  (30) days as  described  in  Section  10.1.)  LPP and/or its
  nominee agrees and covenants to diligently pursue all such required consents.
  
        5. Section 14 is deleted in its entirety.
  
        6. With  regard to Section 15, GP 2 agrees to  cooperate  with LPP and the
  proposed  nominee in  connection  with the  nominees  obtaining  of the required
  consents referenced in Section 15.
  
        7. With regard to Section 17.3,  GP 2 agrees that,  provided that there is
  no  default  of  LPP  pursuant  to the  Purchase  Agreement  or the  Partnership
  Agreement,  Oregon Portland Associates will convey, at Closing,  the Property to
  the nominee directed by LPP,  provided that no such conveyance shall relieve LPP
  of its obligations under the Partnership Agreement or the Purchase Agreement and
  provided  further  that  LPP's  nominee  shall  assume  all  of the  rights  and
  obligations of the Purchaser and LPP under the Purchase Agreement.
  
        8. Section 17.7 is modified by identifying  LPP as the Purchaser,  and all
  notices shall be directed to LPP in accordance with the notice provisions of the
  Partnership Agreement.
  
        9. Section 19 shall not be  applicable,  and the  Purchase  Price shall be
  Fifty Million Dollars ($50,000,000).
  
        All of the  foregoing  is  subject  to your  agreement  to the  terms  and
  conditions  set forth in this  letter and our  receipt of a copy of this  letter
  countersigned by LPP on or before July 10, 1998.
  
                                            Sincerely,
  
                                            PaineWebber Growth Properties II,
                                            L.P., a Delaware limited partnership
  
                                            By: Second PW Growth Properties, Inc.
  
                                               By:  /s/ Celia R. Deluga
                                                    -------------------
                                                    Celia R. Deluga,
                                                    Vice President
  November 24, 1998
  
  Via Facsimile and FedEx
  
  Libra Portland Partners
  c/o Golub & Company
  625 North Michigan Avenue
  Suite 2000
  Chicago, IL  60611
  Attn:  Eugene Golub, President
  
        Re:   Partnership  Agreement  of Oregon  Portland  Associates  dated as of
              March 1, 1998 (the  "Partnership  Agreement");  Real Estate Purchase
              Agreement  dated May 11,  1998  ("Purchase  Agreement");  and Letter
              Agreement dated July 8, 1998 ("Letter Agreement").
              --------------------------------------------------------------------
  
  Dear Mr. Golub:
  
        The parties hereby agree to amend the Purchase Agreement as follows:
  
        1. The Purchase Price is reduced by $1.5 Million to $48.5  Million,  which
  reduction shall be realized pursuant to a "true-up" at Closing, wherein the $1.5
  Million  reduction  will be allocated 70% to the Seller and 30% to the Purchaser
  by means of a  contribution  of  $450,000  made by the  Purchaser  to  Seller at
  Closing.  The Purchaser shall deposit funds at Closing  sufficient to effectuate
  the foregoing.
  
        2.  Purchaser  agrees  that (i) the HUD letter  dated  November  23,  1998
  addressed to Levy, Levy & Levy on behalf of Equity Residential  Properties Trust
  satisfies the conditions contained in Section 15 of the Purchase Agreement,  and
  (ii) all other conditions and/or contingencies to the Purchaser's performance of
  its Closing  obligations under the Purchase Agreement have been satisfied or, to
  the  extent  not  satisfied,  are hereby  irrevocably  waived by the  Purchaser.
  Purchaser  acknowledges  that there are no further  contingencies to Closing and
  accordingly  the Deposit (as defined in the Purchase  Agreement) has been earned
  by the Seller and shall be delivered to Seller on the Closing Date referenced in
  paragraph 3 below,  regardless of whether the Closing  shall occur.  This letter
  shall constitute  joint written  instructions to the Escrow Agent (as defined in
  the Purchase Agreement) to the extent necessary to effectuate the foregoing.
  
        3. The parties agree that the Closing is extended by mutual  agreement and
  shall occur on December 3, 1998 and be completed early enough in the day so that
  the sale proceeds will be wired and received by the Seller by 5:00 p.m.  Eastern
  Standard Time on December 3, 1998.
  
        4.  Purchaser  agrees to reinstate its agreement  with Equity  Residential
  Properties Trust ("Equity") in a manner consistent with the terms of this letter
  agreement.
  The foregoing is subject to the agreement of Libra to all of the terms
  and conditions set forth in this letter as evidenced by our receipt of a copy
  of this letter countersigned by Libra by 6:00 p.m. E.S.T. today.
  
                                            Sincerely,
  
                                            Paine Webber Growth Properties II,
                                            L.P., a Delaware limited partnership
  
                                            By:  Second PW Growth Properties, Inc.
  
                                                  By:  /s/ Celia R. Deluga
                                                       -------------------
                                                       Celia R. Deluga
                                                       Vice President
  
  The undersigned agree to the foregoing terms and conditions:
  
  Libra Portland Partners
  
  By:  Libra Portland Corp.
  
        By:  /s/ Eugene Golub
             ----------------
        Name:  Eugene Golub
        Title:  President
  OREGON SPECIAL WARRANTY DEED
  
        KNOW ALL MEN BY THESE PRESENTS, that Oregon Portland Associates, an Oregon
  general partnership (the Grantor) with a usual place of business c/o PaineWebber
  Growth Properties Two LP, 265 Franklin Street, Boston, Massachusetts 02110, does
  hereby convey and specially warrant to EQR-PORTLAND  CENTER,  L.L.C., a Delaware
  limited  liability  company  (the  Grantee)  with a usual place of business  c/o
  Equity  Residential  Properties  Trust,  Two North Riverside  Plaza,  Suite 400,
  Chicago,  Illinois 60606, the real property located in Multnomah County, Oregon,
  more particularly described in Exhibit A attached hereto and made a part hereof,
  including all  improvements  located  thereon,  free of encumbrances  created or
  suffered by the Grantor except as  specifically  set forth on Exhibit B attached
  hereto  and  made a part  hereof,  subject  to any and all  existing  taxes  and
  assessments, easements, rights of way, encumbrances and restrictions of record.
  
  THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY  DESCRIBED IN THIS INSTRUMENT
  IN VIOLATION OF  APPLICABLE  LAND USE LAWS AND  REGULATIONS.  BEFORE  SIGNING OR
  ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD
  CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED
  USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES
  AS DEFINED IN ORS 30.930.
  
        EXECUTED UNDER SEAL, this Oregon Special Warranty Deed, as of this 1st day
  of December, 1998.
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   PaineWebber Growth Properties Two LP, its
                                      general partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its general partner
  
                                            By:   /s/Celia R. Deluga
                                                  ------------------
                                                   Name:  Celia R. Deluga
                                                   Title:  Vice President
  BILL OF SALE
  
        THIS  BILL OF SALE is made  as of this  1st day of  December,  1998,  from
  OREGON PORTLAND ASSOCIATES,  an Oregon general partnership (the Seller), with an
  address care of  PaineWebber  Growth  Properties  Two LP, 265  Franklin  Street,
  Boston, Massachusetts 02110, and EQR-PORTLAND CENTER, L.L.C., a Delaware limited
  liability  company  (the  Purchaser),  with an address  c/o  Equity  Residential
  Properties Trust, Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606.
  
        WHEREAS,  in connection with the conveyance of the real property described
  on  Exhibit A  attached  hereto  (the Real  Property),  Seller  hereby  conveys,
  transfers,  sets over and assigns to Purchaser all of Sellers  right,  title and
  interest in and to the personal  property used in connection with and located at
  the Real  Property as  identified  on Schedule 1 attached  hereto (the  Personal
  Property).
  
        NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
  sufficiency of which is hereby  acknowledged,  Seller does hereby sell, deliver,
  transfer,  set-over and assign unto Purchaser the Personal Property in its AS IS
  condition  without  express or implied  warranty of any kind or nature except as
  expressly  set forth  herein,  to have and to hold the same unto  Purchaser  and
  Purchasers successors and assigns, forever.
  
        EXECUTED under seal as of the date first above written.
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   PaineWebber Growth Properties Two LP,
                                      its general partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its general partner
  
                                            By: /s/ Celia R. Deluga
                                                -------------------
                                               Name:  Celia R. Deluga
                                               Title:  Vice President
  ASSIGNMENT AND ASSUMPTION OF LEASES
  
        THIS  ASSIGNMENT  AND  ASSUMPTION  OF LEASES is made as of this 1st day of
  December,  1998, from OREGON PORTLAND ASSOCIATES,  an Oregon general partnership
  (the Assignor),  with an address care of PaineWebber  Growth  Properties Two LP,
  265 Franklin Street, 16th Floor,  Boston,  Massachusetts 02110, and EQR-PORTLAND
  CENTER,  L.L.C., a Delaware limited  liability  company (the Assignee),  with an
  address c/o Equity  Residential  Properties  Trust,  Two North Riverside  Plaza,
  Suite 400, Chicago, Illinois 60606.
  
                                   R E C I T A L S
  
        A.  Assignor is the owner of certain  real  property  located in Portland,
  Oregon more particularly described in Exhibit A attached hereto and incorporated
  herein (the Property).
  
        B. Assignor has on the date hereof (the Closing Date)  delivered a special
  warranty  deed to the  Property  to Assignee  pursuant  to Real Estate  Purchase
  Agreement  between  Assignor and Assignee dated as of May 11, 1998 (the Purchase
  Agreement).
  
        C. As additional  consideration for the Purchase  Agreement,  Assignor has
  agreed to transfer  and assign to Assignee  all of  Assignors  right,  title and
  interest in, to and under the leases set forth in the rent roll attached  hereto
  as Exhibit B and incorporated herein  (collectively,  the Leases),  and Assignee
  has agreed to assume Assignors obligations under the Leases, in each case on the
  terms and conditions set forth in this Agreement.
  
                                  A G R E E M E N T
  
        NOW,  THEREFORE,  Assignor  hereby  transfers,  sets over and  assigns  to
  Assignee as additional  consideration  for the Purchase Price, all right,  title
  and  interest  of  Assignor  in, to and under the  Leases set forth in Exhibit B
  including,  without limitation,  the right to receive payments due and to become
  due thereunder  after the Closing Date, but subject to the terms of the Purchase
  Agreement  which survive such  assignment  and the conveyance of the Property to
  Assignee.
  
        Assignor represents and warrants that:
  
              (a) it is the  owner  of the  Leases  free and  clear of any  claims
        except  valid  claims,  if any,  of the  tenants  to the  return of Tenant
        Deposits (as defined in the Purchase Agreement); and
  
              (b)  Exhibit B is a true and  complete  list of all leases and other
        occupancy  agreements  in effect as of the date  hereof,  and is otherwise
        accurate in all material respects.
  
        Assignor  hereby  agrees to  indemnify  and save  harmless  Assignee,  its
  successors and assigns from and against all costs,  expenses and  liabilities of
  the lessor under the Leases arising  through the day  immediately  preceding the
  Closing Date,  and Assignee  hereby agrees to indemnify and hold  Assignor,  its
  successors and assigns harmless  against all costs,  expenses and liabilities of
  the lessor under the Leases  arising with respect to the period on and after the
  Closing Date. It is expressly  agreed that Assignor  shall not be responsible to
  the lessees under the Leases for the discharge  and  performance  of any and all
  duties and obligations  hereafter accruing and to be performed and/or discharged
  by the lessor  thereunder  from and after the date  hereof,  including,  without
  limitation, Assignees duty and obligation to return Tenant Deposits to lessees.
  
        By its execution of this Agreement, Assignee hereby accepts the assignment
  of the Leases and  assumes  and agrees to perform  timely and  discharge  all of
  Assignors obligations,  covenants, and agreements under the Leases accruing from
  and after the date hereof.
  
        This  Agreement  shall be  governed by the laws of the State of Oregon and
  shall be binding  upon and inure to the benefit of  Assignor  and  Assignee  and
  their respective successors and assigns.
  IN  WITNESS  WHEREOF,  Assignor  and  Assignee  have  duly  executed  this
  Assignment as an instrument under seal as of the date first above written.
  
                                ASSIGNOR:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:  PaineWebber Growth Properties Two LP, its
                                     general partner
  
                                     By: Second PW Growth Properties, Inc., its
                                         general partner
  
                                            By: /s/ Celia R. Deluga
                                                --------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                ASSIGNEE:
  
                                EQR-PORTLAND CENTER, L.L.C., a Delaware limited
                                liability company
  
                                By:  ERP Operating Limited Partnership, an
                                     Illinois limited partnership, Managing
                                     Member
  
                                     By: EQUITY RESIDENTIAL PROPERTIES TRUST, a
                                         Maryland real estate investment trust,
                                         General Partner
  
                                            By: /s/David J. Neithercut
                                                ----------------------
                                            Name:  David J. Neithercut
                                            Title:  Executive Vice President
                                                    and Chief Financial Officer
  GENERAL ASSIGNMENT AND ASSUMPTION
  
        THIS GENERAL ASSIGNMENT AND ASSUMPTION (the Assignment) made as of the 1st
  day  of  December,  1998  by  OREGON  PORTLAND  ASSOCIATES,  an  Oregon  general
  partnership  (the  Assignor),   with  an  address  care  of  PaineWebber  Growth
  Properties Two LP, 265 Franklin Street, 16th Floor, Boston, Massachusetts 02110,
  and  EQR-PORTLAND  CENTER,  L.L.C., a Delaware  limited  liability  company (the
  Assignee),  with an address c/o Equity  Residential  Properties Trust, Two North
  Riverside Plaza, Suite 400, Chicago, Illinois 60606.
  
                                 W I T N E S S E T H
  
        Assignor  is the  owner of  property  located  in  Portland,  Oregon  more
  particularly  described  on  Exhibit A attached  hereto  and made a part  hereof
  (Premises).
  
        Assignor  has on the date hereof (the  Closing  Date)  delivered a special
  warranty  deed to the  Premises  to Assignee  pursuant to a certain  Real Estate
  Purchase  Agreement  between Assignor and Assignee dated as of May 11, 1998 (the
  Purchase Agreement).
  
        Assignor desires to assign to Assignee, and Assignee desires to accept the
  assignment  from  Assignor,  as of the Closing Date, of all of Assignors  right,
  title and interest in and to (i) those certain service contracts relating to the
  Premises  described  on Exhibit B attached  hereto and made a part  hereof  (the
  Service  Contracts),  (ii) any trade or assumed names, trade logos,  permits and
  licenses  used in connection  with the operation of the Premises,  and (iii) any
  guarantees  or  warranties  of  contractors,  suppliers  or other third  parties
  relating to the Premises.
  
        NOW,  THEREFORE,  in  consideration of the mutual covenants and conditions
  contained  herein,  the parties  hereto,  intending to be legally  bound hereby,
  covenant and agree as follows:
  
        1.  Assignor  hereby  grants,  transfers  and  assigns  to  Assignee,  its
  successors and assigns,  all of the right, title and interest of the Assignor in
  and to the Service  Contracts,  all trade or assumed names  (including,  without
  limitation,  the name Portland  Center  Apartments)  and any trade logos used in
  connection  with  the  operation  of the  Premises,  all  permits  and  licenses
  (collectively,  the  Permits)  used in  connection  with  the  operation  of the
  Premises, and all guarantees and warranties of contractors,  suppliers and other
  third parties relating to the Premises,  if any  (collectively,  the Warranties)
  (in each case to the extent, if any, assignable).
  
        2. Assignee hereby accepts the foregoing assignment as of the Closing Date
  and assumes all of Assignors  obligations under the assignable Service Contracts
  and the Permits accruing on or after the date hereof.
  
        3. Subject to any relevant  representations  and warranties of Assignor in
  the Purchase Agreement, Assignee agrees to, and hereby does, indemnify, save and
  hold  Assignor  harmless of, from and against any and all loss,  cost,  expense,
  liability,  damages,  actions,  causes of action,  demands or claims,  including
  reasonable  attorneys fees, arising out of or in connection with the obligations
  of vendee under the Service  Contracts  or of  permittee  or licensee  under the
  Permits accruing on or after the date hereof.
  
        4. Assignor agrees to, and hereby does, indemnify,  save and hold Assignee
  harmless  of,  from and  against  any and all loss,  cost,  expense,  liability,
  damages,  actions,  causes of action,  demands or claims,  including  reasonable
  attorneys  fees,  arising out of or in connection with the obligations of vendee
  under the  Service  Contracts  or of  permittee  or  licensee  under the Permits
  accruing prior to the date hereof.
  
        5. The provisions hereof shall be binding upon and inure to the benefit of
  the parties hereto and their respective successors and assigns.
  IN WITNESS  WHEREOF,  the parties hereto have caused this Assignment to be
  duly executed the day and year first above written.
  
                                ASSIGNOR:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:  PaineWebber Growth Properties Two LP, its
                                     general partner
  
                                     By: Second PW Growth Properties, Inc., its
                                         general partner
  
                                            By: /s/ Celia R. Deluga
                                                -------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                    ASSIGNEE:
  
                                EQR-PORTLAND CENTER, L.L.C., a Delaware limited
                                liability company
  
                                By:  ERP Operating Limited Partnership, an
                                     Illinois limited partnership, Managing
                                     Member
  
                                     By: EQUITY RESIDENTIAL PROPERTIES TRUST, a
                                         Maryland real estate investment trust,
                                         General Partner
  
                                         By:  /s/ David J. Neithercut
                                              -----------------------
                                         Name:  David J. Neithercut
                                         Title:  Executive Vice President
                                                  and Chief Financial Officer
  WHEN RECORDED RETURN TO:
  LEVY, LEVY & LEVY
  900 Larksupur Landing Circle, Ste. 275
  Larkspur, CA 94939
  Attention:  Mark P. Levy, Esq.
  
                          RELEASE AND ASSUMPTION AGREEMENT
  
        THIS AGREEMENT,  entered into as of this 1st day of December, 1998, by and
  between OREGON PORTLAND  ASSOCIATES  (hereinafter  called Seller),  EQR-PORTLAND
  CENTER, L.L.C., a Delaware limited liability company (hereinafter called Buyer),
  and REILLY  MORTGAGE GROUP,  INC.  (hereinafter  referred to as Mortgagee),  the
  holder of the Mortgage and Mortgage  Note  secured  thereby,  dated  December 7,
  1993, executed by Oregon Portland Associates,  an Oregon General Partnership and
  American Capital Resources, Inc., the original beneficiary, recorded December 8,
  1993,  in Book 2796,  Page 2113,  in the Official  Records of Multnomah  County,
  Oregon.
  
                                     WITNESSETH:
  
        In  consideration of the consent of the Secretary of the Housing and Urban
  Development  (hereinafter  referred  to as  Secretary)  to the  transfer  of the
  mortgaged property to the Buyer, and in order to comply with the requirements of
  the Secretary,  the National  Housing Act, and the Regulations  adopted pursuant
  thereto,  the Buyer agrees to assume,  except as limited below,  and be bound by
  said Mortgage Note and Mortgage.
  
        The Buyer does not assume  personal  liability for payments due under said
  Mortgage Note and Mortgage,  or for the payments to the reserve for replacements
  under that certain  Regulatory  Agreement,  dated December 7, 1993, and recorded
  December 8, 1993 in Book 2796,  Page 2119, in the Official  Records of Multnomah
  County,  Oregon,  or for matters not under its control,  provided that the Buyer
  shall remain  liable under said  Regulatory  Agreement  only with respect to the
  matters hereinafter stated; namely:
  
              A)    for funds or property of the project coming into its hand
                    which, by the provisions thereof, it is not entitled to
                    retain; and,
  
              B)    for its own acts and deed or acts and deeds of others which
                    it has authorized in violation of the provisions thereof.
  
        The Buyer is to be bound by said Mortgage  Note and  Mortgage,  subject to
  the foregoing limitation of personal liability,  from the date of this Agreement
  to the same extent as if it had been an original party to said instruments.
  
        Upon  recondition of this  Agreement of the Official  Records of Multnomah
  County,  Seller will be released form all liability under the said Mortgage Note
  and Mortgage and under any Regulatory  Agreements executed and/or assumed by the
  Seller in connection with the project.
  
        The Buyer agrees that there shall be full  compliance  with the provisions
  of (1) any laws  prohibiting  discrimination  in  housing  on the basis of race,
  color creed or national  origin;  and (2) with the Regulations of the Department
  of Housing  and Urban  Development  providing  for  nondiscrimination  and equal
  opportunity  in housing.  It is understood and agreed that failure or refusal to
  comply with any such  provisions  shall be a proper  basis for the  Secretary to
  take any corrective action he may deem necessary, including, but not limited to,
  the rejection of future  applications for FHA mortgage insurance and the refusal
  to enter into future  contracts of any kind with which the Buyer is  identified;
  and further,  the Secretary shall have a similar right to corrective  action (1)
  with  respect  to  any  individuals  who  are  officers,  directors,   principal
  stockholders,  trustees,  managers, partners or associates of the Buyer, and (2)
  with respect to any  corporation  or any other type of business  association  or
  organization  with  which  the  officers,   directors  principal   stockholders,
  trustees, managers, partners, or associates of the Buyer may be identified.
  
        This document may be signed in counterparts,  which,  when added together,
  shall be considered as the entire document
  IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
  executed and effective all as of the day and year first above written.
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   PaineWebber Growth Properties Two LP, its
                                      General Partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its General Partner
  
                                            By: /s/ Celia R. Deluga
                                                -------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                 BUYER:
  
                                 EQR-PORTLAND CENTER, L.L.C., a Delaware
                                 limited liability company
  
                                 By:   ERP Operating Limited Partnership, an
                                       Illinois limited partnership, Managing
                                       Member
  
                                       By:   EQUITY RESIDENTIAL PROPERTIES
                                             TRUST, a Maryland real estate
                                             investment trust, General Partner
  
                                             By:   /s/ David J. Neithercut
                                                   -----------------------
                                             Name:  David J. Neithercut
                                             Title:  Executive Vice President
                                                     and Chief Financial Officer
  
                                    MORTGAGEE:
  
                             REILLY MORTGAGE GROUP, INC.
  
                                 By: /s/ Martha J. Johnson
                                     ---------------------     
                                 Name: Martha J. Johnson
                                 Title: Assistant Vice President
  RIDER TO RELEASE AND ASSUMPTION AGREEMENT
  
        In  consideration  of the  endorsement  for  insurance by the Secretary of
  Housing and Urban Development (HUD) of the mortgage note between OREGON PORTLAND
  ASSOCIATES  (hereinafter  the Owner) and American Capital  Resource,  Inc. dated
  December 7, 1993,  (hereinafter Note), or in consideration of the consent of the
  Secretary  to (1) the  transfer  of the  mortgaged  property,  (2) the  sale and
  conveyance of the mortgaged property by the Secretary, (3) the conversion of the
  mortgagor  from a  partnership  to a  limited  liability  company,  or  (4)  the
  conversion of the general partner of a limited partnership  mortgagor or partner
  of a general partnership  mortgagor to a limited liability company, and in order
  to comply with the  requirements of the National Housing Act, as amended and the
  regulations  adopted by the Secretary  pursuant  thereto,  EQR-PORTLAND  CENTER,
  L.L.C., a Delaware limited liability company (hereinafter the New Owner), agrees
  to the following  items as described  below for  themselves,  their  successors,
  heirs and assigns,  in connection  with the  mortgaged  property and the project
  operated thereon and so long as the contract of mortgage insurance  continues in
  effect and during such other period of time as the Secretary shall be the owner,
  holder,  or  reinsurer  of the  mortgage,  or during any time the  Secretary  is
  obligated to insure a mortgage on the mortgaged property.
  
        The  signatories to this document  undertake the following  obligations in
  their  individual  capacities as guarantors and as members of the new Owner, and
  the consideration described above runs to the signatures in both capacities. The
  following  provisions are added to and made a part of the above-described  Notes
  and Mortgages.
  
       1.   If  any  provisions  of  the  New  Owners  Articles  of  Organization,
            Operating  Agreement,  other  organizational  documents,  or any later
            amendment to those documents,  conflicts with the terms of the project
            loan documents  (e.g.,  the Note,  mortgage,  deed of trust,  security
            agreement,   security  deed,  Use  Agreement   and/or  the  Regulatory
            Agreement),  the  provisions  of  the  projects  loan  documents  will
            control.
  
       2.   Notwithstanding  any  provision  of  state  law to the  contrary,  any
            signatory to this Rider  receiving  funds of the project other than by
            distribution  of surplus cash as authorized  by HUD shall  immediately
            deposit such funds in the project bank account and failing to do so in
            violation   of  this   Rider   shall   hold   such   funds  in  trust.
            Notwithstanding  any  provision  of  state  law to the  contrary,  any
            signatory to this Rider receiving property of the project in violation
            of this Rider shall  immediately  deliver such property to the project
            and failing to do so shall hold such property in trust.
  
       3.   Notwithstanding  any  provision  of  state  law to the  contrary,  all
            signatories to this Rider are liability for:
  
              a.    Funds or property of the project coming into there hands 
                    which, by the provisions hereof, they are not entitled to
                    retain; and
  
              b.    Their own acts and  deeds or acts and  deeds of  others  which
                    they have authorized in violation of the provisions hereof.
  
       4.   Notwithstanding  any  provision  of  state  law to the  contrary,  any
            member-manager, member with governance interests equaling or exceeding
            10 percent,  or member with financial  interests equaling or exceeding
            25  percent,  who,  on  the  date  of  the  Release,   Assumption  and
            Modification  Agreement to which this Rider is  attached,  include the
            following:  EQR-PORTLAND CENTER,  L.L.C., a Delaware limited liability
            company,  ERP  Operating  Limited  Partnership,  an  Illinois  limited
            partnership,  and EQUITY RESIDENTIAL PROPERTIES TRUST, a Maryland real
            estate investment trust,  General Partner,  shall be liable on a joint
            and  several  basis,  in  the  amount  of any  loss,  damage  or  cost
            (including but not limited to attorneys  fees) resulting from fraud or
            intentional  misrepresentation by the Mortgagor, the Mortgagors agents
            or employees,  or a member of mortgagor in connection  with  obtaining
            the  loan  evidenced  by the  Note,  or in  complying  with any of the
            mortgagors obligations under the loan documents.
  
       5.   All  signatories  to this Rider will be  considered  agents of the New
            Owner for the  purpose  of  establishing  liability  under the  double
            damages  provision  at 12 U.S.C.  '1715z-4a  and the  equity  skimming
            penalty under 12 U.S.C. '1715z-19, unless HUD agrees in writing to the
            contrary.
  
       6.   Each signatory to this Rider will be  individually  liable for payment
            of the  entire  amount  of any  civil  money  penalty  imposed  on the
            mortgagor  pursuant to Section  537 of the  National  Housing  Act, 12
            U.S.C. '1735f-15.
  
       7.   The  New  Order  has  designated  David  Neithercut,   Executive  Vice
            President and Chief Financial Officer of Equity Residential Properties
            Trust, the General Partner of ERP Operating Limited Partnership, which
            is the Managing  Member of  EQR-PORTLAND  CENTER,  L.L.C.,  a Delaware
            limited  liability  company,  as its official  representative  for all
            matters  concerning the project which require HUD consent or approval.
            The  signature  of this  person  will  bind the New  Owner in all such
            matters.   The  New  Owner  may  from  time  to  time  appoint  a  new
            representative to perform this function, but within 3 business days of
            doing so, will  provide  HUD with  written  notification  of the name,
            address, and telephone number of its new representative. When a member
            other than the member  identified above has full or partial  authority
            for management of the project, the New Owner will promptly provide HUD
            with the name of that member and the nature of that members management
            authority.
  
       8.   Notwithstanding  any  provision  of  state  law  to the  contrary,  no
            signatory  to this  Rider  shall  have  any  right of  subrogation  or
            indemnification  against the New Owner of the property for the project
            by reason of any payment made or liability  incurred  pursuant to this
            Rider or any statute to which this Rider refers.
  
                                     NEW OWNER:
  
                                      EQR-PORTLAND CENTER, L.L.C., a Delaware
                                      limited liability company
  
                                      By:   ERP Operating Limited Partnership,
                                            an Illinois limited partnership,
                                            Managing Member
  
                                            By:   EQUITY RESIDENTIAL PROPERTIES
                                                  TRUST, a Maryland real estate
                                                  investment trust, General
                                                  Partner
  
                                                  By:  /s/ David J. Neithercut
                                                       -----------------------
                                                  Name:  David J. Neithercut
                                                  Title:  Executive Vice President
                                                          and Chief Financial
                                                          Officer
  Project Name:  PORTLAND CENTER APARTMENTS
                                Project FHA No.: 126-11025
                                Project Location:  Portland, Oregon
  
                             SELLER/PURCHASER AFFIDAVIT
  
        The undersigned hereby certify that all consideration moving to the Seller
  in  connection  with the sale of the  subject  project  is set forth in the Real
  Estate  Purchase  Agreement dated May 11, 1998, as affected by exercise of First
  Refusal dated June 11, 1998, and Letter Agreement dated July 8, 1998. Additional
  consideration is moving from Buyer to Libra Portland Partners in connection with
  the Assignment between Buyer and Libra Portland Partners.
  
        This  Affidavit may be signed in  counterparts,  but shall  constitute one
  Affidavit.
  
        This Affidavit is dated as of December 1, 1998.
  
                                SELLER:
  
                             OREGON PORTLAND ASSOCIATES
  
                                By:   Paine Webber Growth Properties Two LP,
                                      its General Partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            its General Partner
  
                                            By:  /s/ Celia R. Deluga
                                                 --------------------
                                            Name:  Celia R. Deluga
                                            Title:  Vice President
  
                                BUYER:
  
                                EQR-PORTLAND CENTER, L.L.C., a Delaware limited
                                liability company
  
                                By:   ERP Operating Limited Partnership, an
                                      Illinois limited partnership, Managing
                                      Member
  
                                      By:   EQUITY RESIDENTIAL PROPERTIES
                                            TRUST, a Maryland real estate
                                            investment trust, General Partner
  
                                                  By:  /s/ David J. Neithercut
                                                       -----------------------
                                                  Name:  David J. Neithercut
                                                  Title:  Executive Vice President
                                                          and Chief Financial
                                                           Officer
  CONSENT BY GENERAL PARTNERS OF
                           OREGON PORTLAND ASSOCIATES,
                          AN OREGON GENERAL PARTNERSHIP
  
        PAINE WEBBER  GROWTH  PROPERTIES  TWO LP, a Delaware  limited  partnership
  (GP2), and LIBRA PORTLAND PARTNERS, an Illinois limited partnership (Libra) (GP2
  and Libra are referred to  collectively  as the Partners)  HEREBY CERTIFY TO THE
  FOLLOWING:
  
        1. THAT the Partners are the sole partners of OREGON PORTLAND  ASSOCIATES,
  an Oregon general partnership (the Partnership).
  
        2. THAT GP2, as managing general partner, is authorized to sell, on behalf
  of the Partnership, that certain real property located in Portland, Oregon, more
  commonly known as Portland Center  Apartments (the Property) at a purchase price
  of $48,500,000.00  (the Sale) to Libra or its nominee (the Buyer),  and to enter
  into a loan assumption  agreement with Buyer  concerning the assumption by Buyer
  of a certain existing loan in the original  principal amount of $23,021,300 (the
  Loan) from American Capital Resources,  Inc., as subsequently assigned to Reilly
  Mortgage  Group,  Inc. (the Lender),  secured by a mortgage on the Property (the
  Assumption),  on such terms or conditions  as GP2 alone shall in its  discretion
  determine to be appropriate.
  
        3. THAT the Partners  authorize  and consent to the execution and delivery
  by GP2,  as  managing  general  partner,  of any and all  deeds,  bills of sale,
  assignments,  assumption  agreements;  and any other instruments,  agreements or
  certificate of any kind or nature whatsoever,  and to take from time to time any
  other actions which GP2 shall in its  discretion  determine to be appropriate to
  effect the Sale and the  Assumption  upon such terms and conditions as GP2 shall
  in its discretion determine to be appropriate, and the execution and delivery of
  any document or instrument by GP2 shall constitute  conclusive evidence that the
  terms  and  conditions  contained  in said  document  or  instrument  have  been
  determined to be appropriate by the undersigned pursuant to this Consent.
  
        4. THAT any and all other actions  heretofore  taken by GP2 to execute and
  deliver any of the agreements  authorized by the foregoing  Consent,  or to take
  any of the actions  authorized by the foregoing  Consent,  are hereby  approved,
  ratified and confirmed in all respects.
  
        IN WITNESS  WHEREOF,  the undersigned have set their hands and seals to be
  effective as of the 1st day of December, 1998.
  
                                      PAINEWEBBER GROWTH PROPERTIES TWO LP, a
                                      Delaware limited partnership, general
                                      partner
  
                                      By:   Second PW Growth Properties, Inc.,
                                            a Delaware corporation, general
                                            partner
  
                                            By:  /s/ Celia R. Deluga
                                                 -------------------
                                                 Celia R. Deluga, Vice President
  
                                      LIBRA PORTLAND PARTNERS, an Illinois
                                      limited partnership, general partner
  
                                      By:   Libra Portland Corporation, an
                                            llinois corporation
  
                                            By:   /s/ Eugene Golub
                                                  -----------------
                                                  Eugene Golub, President
  CLOSING STATEMENT
                      PORTLAND CENTER APARTMENTS - PORTLAND, OR
  
  SELLER:        OREGON PORTLAND ASSOCIATES, an Oregon general partnership
  
  PURCHASER:     EQR-PORTLAND CENTER, L.L.C., a Delaware limited liability
                 company
  
  CLOSING (FUNDING) DATE  TUESDAY, DECEMBER 1, 1998
  
                                              Credit                   Credit
                                              Purchaser                Seller
                                              ---------                ------
  
  PURCHASE PRICE                                                 $48,500,000.00
  
  Additional purchase price
    contribution from LIBRA
    Portland Partners                                                   450,000
                                                                 --------------
                                                                  48,950,000.00
  
  Total Brokers Commission               $  315,250.00
  
  Title insurance and other closing
     costs                                   80,583.50
  
  Net Working Capital                                              2,704,484.69
  
  Trust Deed Assumed                     22,165,181.28
  
  Interest for period November 1, 1998
     through December 1, 1998               131,605.76
  County Taxes from December 1, 1998 to
     January 1, 1999                                                 313,654.79
  Personal Property Tax from 
     December 1, 1998 to July 1, 1999                                    138.25
  
  PREPAID RENTS                              23,669.02
  
                                        --------------            --------------
     SUBTOTALS                           22,716,289.56             51,968,277.73
  
  CASH AMOUNT DUE TO SELLER              29,251,988.17
                                        --------------            --------------
  
     TOTAL CREDITS                      $51,968,277.73            $51,968,277.73
                                        ==============            ==============