content: Form 8-K - CURRENT REPORT
  
                                    UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                           Securities Exchange Act of 1934
  
             Date of Report (Date of earliest event reported) July 21, 2000
  
                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                 (Exact name of registrant as specified in its charter)
  
  
           California                  0-10831                  95-2744492
         (State or other             (Commission             (I.R.S. Employer
         jurisdiction of             File Number)         Identification Number)
         incorporation)
  
  
                                  55 Beattie Place
                                Post Office Box 1089
                          Greenville, South Carolina 29602
                        (Address of principal executive offices)
  
  
                           (Registrant's telephone number)
  
                                   (864) 239-1000
  
                                         N/A
  
             (Former name or former address, if changed since last report)
  
  Item 5.     Other Events
  
  Consolidated   Capital   Institutional    Properties   (the   "Partnership"   or
  "Registrant")  was formed for the benefit of its limited  partners to lend funds
  to Consolidated  Capital Equity Partners ("CCEP").  The Partnership loaned funds
  to CCEP subject to a nonrecourse note with a participation interest (the "Master
  Loan"). As of June 30, 2000, the Partnership's investment in the Master Loan was
  approximately   $67,698,000,   less  an  allowance   for   impairment   loss  of
  approximately $17,417,000, for a net balance of approximately $50,281,000.
  
  On July 21, 2000,  CCEP sold Shirewood  Townhomes,  one of the properties  which
  secured the Master Loan, to an  unaffiliated  third party for net sales proceeds
  of approximately $4,526,000 after payment of closing costs. CCEP realized a gain
  on sale of  approximately  $4,526,000  which will be paid to the  Registrant  as
  payment on the Master Loan.
  
  The Registrant is currently  evaluating its cash needs to determine what portion
  of the funds can be distributed to its partners in the near future.
  
  Item 7.     Financial Statements and Exhibits
  
  (c)   Exhibits
  
        10.25  Purchase and Sale  Contract  between  CCEP and Winston  Acquisition
               Corporation effective July 21, 2000.
  
        10.26  First  Amendment  to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
        10.27  Second  Amendment to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
        10.28  Third  Amendment  to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
        10.29  Fourth  Amendment to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
                                      SIGNATURE
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
  
                                   By: ConCap Equities, Inc.
                                       Its General Partner
  
                                   By: /s/Patrick J. Foye
                                       Patrick J. Foye
                                       Executive Vice President and Director
  
                                Date: August 7, 2000
  
                                                                    EXHIBIT 10.25
  
  
  
                             PURCHASE AND SALE CONTRACT
  
                                       BETWEEN
  
                       CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
  
                          a California limited partnership
  
                                      AS SELLER
  
                                         AND
  
                          WINSTON ACQUISITION CORPORATION,
  
                                 a Texas corporation
  
                                    AS PURCHASER
  
                             PURCHASE AND SALE CONTRACT
  
        THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract" or the "Agreement")
  is entered into as of the 3rd day of April,  2000 (the "Effective  Date") by and
  between  CONSOLIDATED  CAPITAL  EQUITY  PARTNERS,  L.P.,  a  California  limited
  partnership,  having a principal address at 2000 South Colorado Boulevard, Tower
  Two, Suite 2-1000,  Denver,  Colorado 80222  ("Seller") and Winston  Acquisition
  Corporation,  a Texas  corporation,  having a principal address at 5495 Beltline
  Road, Suite 330, Dallas, Texas 75240 ("Purchaser").
  
       NOW,  THEREFORE  WITNESSETH:  That  for  and  in  consideration  of  mutual
  covenants and  agreements  hereinafter  set forth,  Seller and Purchaser  hereby
  agree as follows:
  
                                      RECITALS
  
  R-1. Seller holds legal title to the parcel or parcels of real estate located in
  Caddo Parish,  Louisiana,  as more particularly  described in Exhibit A attached
  hereto and made a part hereof.  Improvements  have been  constructed on the land
  described in this Recital.
  
  R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
  improvements and certain associated property, defined below as the "Property" on
  the terms and  conditions  set forth below,  (which terms and  conditions  shall
  control  in the event of any  conflict  with these  Recitals),  such that on the
  "Closing Date" (as hereinafter defined) the Property will be conveyed by special
  warranty deed to Purchaser.
  
  R-3.  Purchaser has agreed to pay to Seller the Purchase Price for the Property,
  and  Seller  has  agreed to sell the  Property  to  Purchaser,  on the terms and
  conditions set forth below.
  
                                      ARTICLE 1
  
                                    DEFINED TERMS
  
        1.1 Unless otherwise defined elsewhere herein,  terms with initial capital
  letters in this  Purchase  Contract  shall have the  meanings  set forth in this
  Article 1 below.
  
              1.1.1  "Business  Day" means any day other than a Saturday or Sunday
  or Federal holiday or legal holiday in the State in which the Land is located.
  
              1.1.2 "Closing" means the  consummation of the purchase and sale and
  related  transactions  contemplated by this Purchase Contract in accordance with
  the terms and conditions of this Purchase Contract.
  
              1.1.3 "Closing Date" means the date on which date the Closing of the
  conveyance of the Property is required to be held under the terms and conditions
  of this Purchase  Contract and on which date full payment of the Purchase  Price
  for the Property  shall have been paid to and received by Seller in  immediately
  available U.S. funds.
  
              1.1.4    "Deed" has the meaning given such term in Section 7.2.1.1.
  
              1.1.5 "Excluded Permits" means those Permits which, under applicable
  law, are nontransferable and such other Permits as may be designated as Excluded
  Permits on Exhibit "B", if any, attached hereto.
  
              1.1.6 "Fixtures and Tangible Personal  Property" means all fixtures,
  furniture, furnishings, fittings, equipment, machinery, computers (to the extent
  located  on the  Property  and owned by  Seller),  fax  machines  (to the extent
  located on the Property and owned by Seller),  copiers (to the extent located on
  the Property and owned by Seller),  apparatus,  appliances and other articles of
  tangible  personal property now located on the Land or in the Improvements as of
  the date of this  Purchase  Contract and used or usable in  connection  with any
  present or future  occupation  or operation of all or any part of the  Property,
  but only to the extent  transferable.  The term "Fixtures and Tangible  Personal
  Property"  does not include (i)  equipment  leased by Seller and the interest of
  Seller in any  equipment  provided  to the  Property  for use,  but not owned or
  leased, by Seller, as described on Schedule 1.1.6(a),  or (ii) property owned or
  leased by Tenants and guests,  employees or other  persons  furnishing  goods or
  services to the Property,  as described on Schedule  1.1.6(b) or (iii)  property
  and equipment  owned by Seller,  which in the ordinary course of business of the
  Property is not used  exclusively  for the business,  operation or management of
  the Property or (iv) the property and equipment, if any, expressly identified in
  Exhibit "C".
  
              1.1.7       [Intentionally Deleted]
  
              1.1.8   "Improvements" means all buildings and improvements, located
  on the Land taken "as is".
  
              1.1.9 "Land" means all of those certain  tracts of land described on
  Exhibit "A"  attached  hereto,  and all  rights,  privileges  and  appurtenances
  pertaining thereto.
  
              1.1.10 "Lease(s)" means the interest of Seller in and to all leases,
  subleases  and other  occupancy  agreements,  whether  or not of  record,  which
  provide for the use or  occupancy of space or  facilities  on or relating to the
  Property  and which  are in force as of the  Effective  Date for the  applicable
  Property or thereafter as permitted in Section 8.1.1.11.
  
              1.1.11    "Management   Contract"  means  the  agreement(s)  between
  Seller and Manager pertaining to the Land and Improvements.
  
              1.1.12 "Manager" means AIMCO Properties, LP, a Delaware corporation,
  or one of its affiliates.
  
              1.1.13  "Miscellaneous  Property  Assets" means all contract rights,
  leases, concessions,  warranties,  plans, drawings and other items of intangible
  personal  property  relating to the  ownership  or operation of the Property and
  owned by Seller, but only to the extent  transferable,  excluding,  however, (i)
  receivables,  (ii) Property Contracts,  (iii) Leases, (iv) Permits, (v) Fixtures
  and Tangible  Personal  Property,  (vi) Security  Deposits,  (vii) cash or other
  funds, whether in petty cash or house "banks," or on deposit in bank accounts or
  in transit for deposit, (viii) refunds, rebates or other claims, or any interest
  thereon,  for  periods or events  occurring  prior to the  Closing  Date,  (vix)
  utility and similar  deposits,  or (x) insurance or other prepaid items (but not
  excluding claims, or the right to proceeds payable, against or under policies of
  insurance  with  respect  to any  event or set of facts  occurring  prior to the
  Closing) or (xi) Seller's  proprietary books and records,  (xii) escrows held by
  Mortgagee for real property taxes,  insurance and mortgage  insurance  premiums,
  and (xiii) the Management Contract,  except to the extent that Seller receives a
  credit on the  closing  statement  for any such  item.  The term  "Miscellaneous
  Property Assets" shall also include the following,  but only to the extent owned
  by Seller and in Seller's possession:  site plans,  surveys,  soil and substrata
  studies,  architectural renderings, plans and specifications,  engineering plans
  and studies, floor plans, tenant data sheets, landscape plans and other plans or
  studies of any kind, if any, which relate to the Land and or the Improvements or
  the Fixtures and Tangible Personal Property.  The term  "Miscellaneous  Property
  Assets"  shall also include all of Seller's  rights,  if any, in and to the name
  "Shirewood Townhomes".
  
              1.1.14    [Intentionally Deleted]
  
              1.1.15     [Intentionally Deleted]
  
              1.1.16   "Permits"   means  all  licenses  and  permits  granted  by
  governmental authorities having jurisdiction over the Property in respect of the
  matter to which the applicable license or permit applies and owned by Seller and
  used in or relating to the ownership,  occupancy or operation of the Property or
  any part thereof not subject to a Lease.
  
              1.1.17  "Permitted  Exceptions" means those exceptions or conditions
  permitted  to  encumber  the  title  to the  Property  in  accordance  with  the
  provisions of Section 6.2.
  
              1.1.18  "Property" means the Land and Improvements and all rights of
  Seller relating to the Land and the Improvements,  including without limitation,
  any rights,  title and interest of Seller,  if any, in and to (i) any strips and
  gores adjacent to the Land and any land lying in the bed of any street, road, or
  avenue opened or proposed, in front of or adjoining the Land, to the center line
  thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
  the Property by reason of a change of grade of any street or highway;  (iii) all
  of the easements,  rights, privileges, and appurtenances belonging or in any way
  appertaining to the Property;  together with all Fixtures and Tangible  Personal
  Property,  the right, if any and only to the extent  transferable,  of Seller in
  and to  Property  Contracts,  Leases,  Security  Deposits,  Permits  other  than
  Excluded Permits and the Miscellaneous Property Assets owned by Seller which are
  located on the Property and used in its operation.
  
              1.1.19 "Property Contracts" means all purchase orders,  maintenance,
  service,  or  utility  contracts  and  similar  contracts,  which  relate to the
  ownership, maintenance,  construction or repair and/or operation of the Property
  and which are not cancelable on 90 days' or shorter Notice, except Leases.
  
              1.1.20 "Purchase  Contract" means this Purchase and Sale Contract by
  and between Seller and Purchaser.
  
              1.1.21 "Purchase Price" means the total  consideration to be paid by
  Purchaser  to Seller for the  purchase  of the  Property as set forth in Section
  3.1.
  
              1.1.22  "Security  Deposits"  means  all (i)  prepaid  rent  held as
  security, (ii) security deposits, and (iii) pet deposits, if any, held by Seller
  under any of the Leases.
  
              1.1.23           [Intentionally Deleted]
  
              1.1.24"Survey" shall have the  meaning  ascribed  thereto in Section
  6.12.
  
              1.1.25  "Tenant"  means any person or entity  entitled to occupy any
  portion of the Property under a Lease.
  
              1.1.26  "Title  Commitment"  or "Title  Commitments"  shall have the
  meaning ascribed thereto in Section 6.1.
  
              1.1.27 "Title Insurer" shall have the  meaning  set forth in Section
  3.1.1.
                                      ARTICLE 2
  
                            PURCHASE AND SALE OF PROPERTY
  
        2.1  Seller  agrees to sell and  convey  the  Property  to  Purchaser  and
  Purchaser  agrees to purchase the Property from Seller,  in accordance  with the
  terms and conditions set forth in this Purchase Contract.
  
                                      ARTICLE 3
  
                              PURCHASE PRICE & DEPOSIT
  
        3.1 The total purchase price ("Purchase  Price") for the Property shall be
  Four Million Eight Hundred Fifty Thousand and No/100 Dollars  ($4,850,000.00  ),
  which shall be paid by Purchaser, as follows:
  
              3.1.1 Not later than 5:00 PM, April 5, 2000  (Houston,  Texas time),
  Purchaser shall deliver to Stewart Title Guaranty Company ("Escrow Agent" or the
  "Title  Insurer")  a deposit  in the sum of  Ninety-Seven  Thousand  and  No/100
  Dollars ($97,000.00),  in cash, (such sum being hereinafter referred to and held
  as the  "Deposit").  Purchaser  and  Seller  each  approve  the  form of  Escrow
  Agreement attached as Exhibit "D". Seller and Purchaser agree that the amount of
  One Hundred and No/100  Dollars  ($100.00)  shall be paid by Purchaser to Seller
  concurrently  with the deposit into escrow of the Deposit,  as consideration for
  Seller's  execution  and delivery of this Purchase  Contract  (the  "Independent
  Contract Consideration").  The Independent Contract Consideration is independent
  of any other  consideration  or payment  provided for in this Purchase  Contract
  and,  notwithstanding  anything to the contrary herein, is non-refundable in all
  events.
  
              3.1.2 The Escrow  Agent shall hold the Deposit and make  delivery of
  the Deposit to the party entitled  thereto under the terms hereof.  Escrow Agent
  shall  invest the Deposit in an  interest-bearing  bank  account  acceptable  to
  Seller  and  Purchaser  at  one  or  more  federally  insured  national  banking
  association(s)  or such  other  investment  as  jointly  directed  by Seller and
  Purchaser  should Seller and Purchaser each in their  respective sole discretion
  determine to issue such joint  investment  instructions to the Escrow Agent, and
  all  interest and income  thereon  shall become part of the Deposit and shall be
  remitted to the party entitled to the Deposit, as set forth below.
  
              3.1.3 If the  sale of the  Property  is  closed  by the  date  fixed
  therefor (or any  extension  date  provided for herein or by the mutual  written
  consent of the  parties  hereto,  given or  withheld  in their  respective  sole
  discretion),  monies held as the Deposit shall be applied to the Purchase  Price
  on the Closing  Date and the balance of the  Purchase  Price,  less  adjustments
  provided for herein, shall be paid at Closing to Seller in immediately available
  funds.  If the sale of the Property is not closed by the date fixed therefor (or
  any such extension  date) owing to failure of  performance by Seller,  Purchaser
  shall be entitled to the remedies set forth in ARTICLE 12 hereof.
  
              3.1.4 If the sale of the  Property  is not  closed by the date fixed
  therefor  (or any such  extension  date)  owing to  failure  of  performance  by
  Purchaser, the Deposit shall be forfeited by Purchaser and the sum thereof shall
  go to Seller forthwith as liquidated  damages for the lost opportunity costs and
  transaction  expenses  incurred by Seller, as more fully set forth in ARTICLE 12
  below.
  
                                      ARTICLE 4
  
                                      FINANCING
  
        4.1 Purchaser assumes full  responsibility to expeditiously and diligently
  initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
  settlement, and Purchaser's acquisition of such funds shall not be a contingency
  to the Closing.
  
                                      ARTICLE 5
  
                                     INSPECTIONS
  
        5.1  Purchaser,  and  its  agents,  contractors,   engineers,   surveyors,
  attorneys, and employees  ("Consultants") shall have the right from time to time
  to enter onto the Property:
  
              5.1.1 To  conduct  and make any and all  customary  studies,  tests,
  examinations and inspections,  or  investigations  of or concerning the Property
  (including without limitation,  engineering and feasibility studies,  evaluation
  of drainage and flood plain, soil tests for bearing capacity and percolation and
  surveys, including topographical surveys).
  
              5.1.2 To confirm any and all matters which  Purchaser may reasonably
  desire to confirm with respect to the Property.
  
              5.1.3 To review and make  copies  (at  Purchaser's  expense)  of all
  insurance policies, Leases, leases from the calendar years 1998 and 1999 (to the
  extent  available) and vendor  invoices for the calendar years 1998 and 1999 (to
  the extent available) other than Seller's proprietary information.
  
        5.2 Purchaser  shall  indemnify  and hold Seller  harmless for any actions
  taken  by  Purchaser  and  its  Consultants  on the  Property.  Purchaser  shall
  indemnify,  defend (with attorneys  selected by Seller) and hold Seller harmless
  from any and all claims,  damages,  costs and  liability  which may arise due to
  such entries, surveys, tests, investigations and the like. Seller shall have the
  right, without limitation,  to disapprove any and all entries,  surveys,  tests,
  investigations  and the like that in their  reasonable  judgment could result in
  any injury to the Property or breach of any  agreement,  or expose Seller to any
  liability,  costs, liens or violations of applicable law, or otherwise adversely
  affect the  Property or Seller's  interest  therein.  Purchaser  shall  exercise
  commercially  reasonable  efforts  to  minimize  disruption  to the  Tenants  in
  connection  with  Purchaser's or its  Consultants'  activities  pursuant to this
  Section.  No  consent  by the  Seller  to any such  activity  shall be deemed to
  constitute  a waiver by Seller or  assumption  of  liability  or risk by Seller.
  Purchaser  hereby agrees to restore the Property to the same condition  existing
  immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE
  5 at Purchaser's  sole cost and expense.  Purchaser  shall  maintain  commercial
  general  liability  insurance with broad form  contractual  and personal  injury
  liability  endorsements  with respect to Purchaser's  activities on the Property
  pursuant to this Section 5.2, with coverages of not less than  $1,000,000.00 for
  injury or death to any one person and  $3,000,000.00 for injury or death to more
  than one person and  $500,000.00  with respect to property  damage,  by water or
  otherwise.  The  provisions  of  this  Section  shall  survive  the  Closing  or
  termination  of this  Purchase  Contract  for a period  of one (1) year from the
  Execution Date.
  
        5.3 Purchaser  shall not permit any mechanic's or  materialmen's  liens or
  any other liens to attach to the  Property by reason of the  performance  of any
  work or the  purchase  of any  materials  by  Purchaser  or any  other  party in
  connection  with any studies or tests  conducted by or for Purchaser.  Purchaser
  shall give notice to Seller a reasonable  time prior to entry onto the Property,
  shall deliver  proof of insurance  coverage  required  above to Seller and shall
  permit Seller to have a  representative  present during all  investigations  and
  inspections  conducted  with respect to the Property.  Purchaser  shall take all
  reasonable  actions and implement all  protections  necessary to ensure that all
  actions taken in  connection  with the  investigations  and  inspections  of the
  Property, and all equipment, materials and substances generated, used or brought
  onto the  Property  pose no  material  threat to the  safety of  persons  or the
  environment  and cause no damage to the Property or other  property of Seller or
  other  persons.  All  information  made  available  by  Seller to  Purchaser  in
  accordance with this Purchase Contract or obtained by Purchaser in the course of
  its  investigations  shall be treated as confidential  information by Purchaser,
  and, prior to the purchase of the Property by Purchaser, Purchaser shall use its
  best efforts to prevent its  Consultants,  agents and employees  from  divulging
  such  information to any unrelated third parties except as reasonably  necessary
  to third parties  engaged by Purchaser for the limited  purpose of analyzing and
  investigating  such  information for the purpose of consummating the transaction
  contemplated  by this Purchase  Contract,  including  Purchaser's  attorneys and
  representatives, prospective lenders and engineers.
  
        5.4 Seller shall  deliver to Purchaser  within ten (10) calendar days from
  the Effective Date copies of (a) Seller's form  residential  lease  agreement(s)
  used at the Property,  (b) all Property  Contracts,  (c) engineering  studies in
  Seller's  possession or control relating to the Property and prepared for Seller
  by third parties (other than proprietary  information of Seller),  and (d) those
  items set forth in Schedule 5.4 (collectively,  the "Materials"). If the sale of
  the Property is not closed by the date fixed therefor,  Purchaser shall,  within
  five (5) calendar days, return all such Materials to Seller.
  
                                      ARTICLE 6
  
                                        TITLE
  
        6.1  Purchaser   acknowledges  that  it  has  been  provided  with  (a)  a
  preliminary title report or commitment (the "Title Commitment")  prepared by the
  Title Insurer to issue an Owner's Policy of Title Insurance (the "Title Policy")
  insuring  title to the  Property  to be good  and  indefeasible  in an  unstated
  amount,  subject only to the Permitted  Exceptions  (described  below) and other
  liens and encumbrances  not constituting  objections to title in accordance with
  Section 6.5, together with legible copies of all instruments  identified therein
  as exceptions, and (b) Seller's existing survey of the Land and Improvements. On
  or before 5:00 p.m., April 7, 2000 (Houston,  Texas time),  Purchaser shall give
  written notice (the  "Objection  Notice") to the attorneys for the Seller of any
  conditions of title  (including any zoning of the Property which does not permit
  the use of the Property as a multi-family  residential  facility, if applicable)
  subject to which Purchaser is not obligated to take the Property pursuant to the
  provisions of this Purchase Contract (the "Objections"),  separately  specifying
  and setting forth each such objection.
  
        6.2 All matters  disclosed on the Title  Commitment which are not objected
  to in the Objection Notice as timely  delivered,  and any matter affecting title
  to the Property,  even though not reflected in the Title Commitment if resulting
  from any act or failure  to act of  Purchaser,  shall be deemed to be  Permitted
  Exceptions,  other than unpaid liens for real estate and personal property taxes
  for years  prior to the fiscal  year in which the  Closing  Date  occurs and any
  other matter which Seller is obligated to pay and discharge at the Closing under
  this  Purchase  Contract,  and the amount  thereof  chargeable  to Seller,  plus
  interest and  penalties  thereon,  if any,  shall be deducted  from the Purchase
  Price on the Closing Date and paid to the Title  Insurer for the payment of such
  matters. Purchaser agrees to accept title to the Land and Improvements,  so long
  as the same is  indefeasible,  and the Deed shall be  subject  to the  Permitted
  Exceptions. If Seller gives Purchaser notice (the "Response Notice") that Seller
  is unable or unwilling to cure any Objection set forth in the Objection  Notice,
  or if Seller fails to or does not give  Purchaser a Response  Notice,  Purchaser
  may, as its exclusive remedy, elect by written notice to Seller, within five (5)
  days after the  Objection  Notice is given,  either (a) to accept  such title as
  Seller is able to convey  without any  reduction  or  abatement  of the Purchase
  Price,  or (b) to terminate  the Purchase  Contract,  in which event the Deposit
  shall be  returned  to  Purchaser.  If  Purchaser  fails to give  notice  of its
  election to terminate this Agreement within such five (5) day period,  Purchaser
  shall be deemed to have waived such objections and to have elected to proceed to
  close the transactions contemplated by this Purchase Contract.
  
        6.3 After the Execution Date, Seller shall promptly cause Title Insurer to
  reissue the  commitment  in the name of Purchaser for the amount of the Purchase
  Price.  Seller  agrees  that it shall be solely  responsible  for payment of the
  basic premium  relating to the issuance of the Title Policy and Purchaser agrees
  that it shall be solely  responsible for payment of all costs, fees and premiums
  relating to all endorsements or amendments thereof.
  
        6.4   [Intentionally Deleted]
  
        6.5 Seller covenants that it will not voluntarily create or cause any lien
  or  encumbrance  to attach to the  Property  between  the date of this  Purchase
  Contract and the Closing  Date (other than Leases and Property  Contracts in the
  ordinary course of business); any such monetary lien or encumbrance so attaching
  by voluntary act of Seller (hereinafter,  a "Voluntary  Intervening Lien") shall
  be  discharged  by the Seller at or prior to Closing on the Closing  Date or any
  postponed Closing Date. Except as expressly provided above,  Seller shall not be
  required to undertake  efforts to remove any other lien,  encumbrance,  security
  interest, exception, objection or other matter, to make any expenditure of money
  or institute  litigation or any other judicial or administrative  proceeding and
  Seller may elect not to discharge the same;  provided,  however,  if any lien or
  encumbrance  (other than a Voluntary  Intervening Lien) attaches to the Property
  between the date of this Purchase Contract and the Closing Date, Seller shall be
  required to satisfy or  discharge  said lien or  encumbrance  at or prior to the
  Closing,  provided that Seller shall not be required to expend more than $50,000
  in connection  with such  satisfaction  or discharge.  If the amount required to
  satisfy or discharge such lien or encumbrance  exceeds $50,000,  Purchaser shall
  have the option of either (a) paying the excess amount over $50,000  required to
  satisfy  or  discharge  such  lien,  and  proceeding  to  the  Closing,  or  (b)
  terminating this Purchase Contract, in which case, the Deposit shall be returned
  and refunded to  Purchaser  and neither  party shall have any further  liability
  hereunder,  subject to and except for Purchaser's liability under Section 5.2 of
  this Purchase  Contract.  Seller shall have no option to terminate this Purchase
  Contract  if  Purchaser  has  elected  to pay the amount in excess of $50,000 to
  satisfy or discharge such lien or encumbrance.
  
        6.6  Purchaser  may,  at its  sole  cost and  expense,  cause  the  survey
  delivered  to  it by  Seller  to  be  revised,  updated  and/or  recertified  in
  accordance  with  Purchaser's  instructions  (the  "Survey").  In such event, an
  original  counterpart of the Survey shall be promptly  delivered by Purchaser to
  Seller and its attorney.  In the event the perimeter  legal  description  of the
  Property  contained  in the Survey  differs  from that  contained in the deed or
  deeds by which Seller took title to the Property,  the latter  description shall
  be used in the Deed.
  
        6.7 Purchaser,  at Purchaser's sole cost and expense, may also cause to be
  prepared an environmental report for the Property. Seller agrees to cooperate in
  obtaining  permission from  Consultants who prepared any existing  environmental
  reports  with  respect to the  Property  (the  "Environmental  Reports")  in the
  possession  of  Seller  for  Purchaser  to rely on such  Environmental  Reports.
  Purchaser  shall have the right to terminate this Purchase  Contract by delivery
  of written notice to Seller's  attorney not later than April 17, 2000, 5:00 p.m.
  (Houston,  Texas  time) if the  Environmental  Reports  (or other  environmental
  investigations  conducted  by Purchaser or on  Purchaser's  behalf)  contain any
  reasonable  evidence of the use or contamination  of hazardous  substances on or
  about the Property  which are or  reasonably  may be in violation of  applicable
  law,  provided the Purchaser's  written notice sets forth in specific detail the
  matters of use or contamination of hazardous substances which constitute (or may
  reasonably constitute) a violation of applicable law.
  
                                      ARTICLE 7
  
                                       CLOSING
  
      7.1 Dates, Places Of Closing, Prorations, Delinquent Rent and Closing Costs.
  
              7.1.1 The  Closing  shall  occur on June 2, 2000,  through an escrow
  with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be
  physically  present at the Closing and may deliver  documents by  overnight  air
  courier or other means.
  
              7.1.2 The Closing Date may be extended without penalty at the option
  of Seller to a date not later than thirty (30) days  following  the Closing Date
  specified above to satisfy a condition to be satisfied by Seller,  or such later
  date as is mutually acceptable to Seller and Purchaser.
  
              7.1.3  All  normal  and  customarily  proratable  items,  including,
  without  limitation,  rents  and  other  income  from  the  Property  ("Rents'),
  operating expenses,  personal property taxes, other operating expenses and fees,
  shall be prorated as of the Closing Date,  Seller being charged or credited,  as
  appropriate,  for all of same  attributable to the period up to the Closing Date
  (and  credited for any amounts paid by Seller  attributable  to the period on or
  after the Closing Date, if assumed by Purchaser) and Purchaser being responsible
  for, and credited or charged,  as the case may be, for all of same  attributable
  to the period on and after the Closing Date. All unapplied Security Deposits, if
  any,  shall be transferred by Seller to Purchaser at the Closing or Seller shall
  be given a credit  therefor  against the  Purchase  Price,  as Seller may elect.
  Purchaser shall assume at Closing the obligations  under the Property  Contracts
  assumed by Purchaser,  provided that any payments  under the Property  Contracts
  have  been  prorated.  Any real  estate  ad  valorem  or  similar  taxes for the
  Property,  or any  installment  of  assessments  payable in  installments  which
  installment is payable in the calendar year of Closing, shall be prorated to the
  date of Closing, based upon actual days involved. The proration of real property
  taxes or installments of assessments shall be based upon the assessed  valuation
  and tax rate figures for the year in which the Closing  occurs to the extent the
  same are available; provided, that in the event that actual figures (whether for
  the assessed  value of the Property or for the tax rate) for the year of Closing
  are not available at the Closing Date, the proration shall be made using figures
  from the preceding year. The provisions of this Section 7.1.3 shall apply during
  the Proration Period (as defined below).  Rents and all related charges shall be
  prorated based on actual collections as of the Closing Date.
  
              7.1.4 If any of the items subject to proration  hereunder  cannot be
  prorated  at the Closing  because  the  information  necessary  to compute  such
  proration is unavailable,  or if any errors or omissions in computing prorations
  at the Closing are discovered subsequent to the Closing, then such item shall be
  reapportioned  and such errors and  omissions  corrected as soon as  practicable
  after the Closing Date and the proper party  reimbursed,  which obligation shall
  survive the Closing for a period (the "Proration  Period") from the Closing Date
  until one (1) year after the Closing  Date.  Neither party hereto shall have the
  right to require a  recomputation  of a Closing  proration or a correction of an
  error or omission in a Closing  proration unless within the Proration Period one
  of the parties hereto (i) has obtained the previously unavailable information or
  has discovered  the error or omission,  and (ii) has given Notice thereof to the
  other  party  together  with  a copy  of its  good  faith  recomputation  of the
  proration   and  copies  of  all   substantiating   information   used  in  such
  recomputation.  The  failure  of a party to obtain  any  previously  unavailable
  information  or discover an error or omission with respect to an item subject to
  proration  hereunder  and to give Notice  thereof as provided  above  within the
  Proration  Period shall be deemed a waiver of its right to cause a recomputation
  or a  correction  of an error or  omission  with  respect to such item after the
  Closing Date.
  
              7.1.5 If on the  Closing  Date any  Tenant is in arrears in any Rent
  payment under any Tenant lease (the  "Delinquent  Rent"),  any  Delinquent  Rent
  received by  Purchaser  and Seller from such Tenant  after the Closing  shall be
  applied to amounts due and payable by such Tenant during the  following  periods
  in the following  order of priority:  (i) first, to the period of time after the
  Closing Date, and (ii) second, to the period of time before the Closing Date. If
  Delinquent Rent or any portion thereof received by Seller or Purchaser after the
  Closing are due and payable to the other party by reason of this allocation, the
  appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
  and costs and expenses expended in connection with the collection thereof, shall
  be promptly paid to the other party. Any monies received by Seller after Closing
  shall be forwarded to Purchaser for disbursement in accordance with the order of
  payment provided herein above. After the Closing,  Seller shall continue to have
  the right, but not the obligation,  in its own name, to demand payment of and to
  collect Delinquent Rent owed to Seller by any Tenant, which right shall include,
  without  limitation,  the  right  to  continue  or  commence  legal  actions  or
  proceedings  against any Tenant  (provided,  that Seller  shall not commence any
  legal actions or proceedings  against any Tenant which  continues as a Tenant at
  the Property  after Closing  without the prior consent of Purchaser,  which will
  not be unreasonably withheld or delayed),  and the delivery of the Assignment as
  defined  in  Section  7.2.1.3  shall not  constitute  a waiver by Seller of such
  right.  Purchaser  agrees to  cooperate  with Seller at no cost or  liability to
  Purchaser in  connection  with all efforts by Seller to collect such  Delinquent
  Rent and to take all steps,  whether before or after the Closing Date, as may be
  necessary  to carry  out the  intention  of the  foregoing,  including,  without
  limitation,  the  delivery  to  Seller,  within  seven (7) days  after a written
  request, of any relevant books and records (including,  without limitation, rent
  statements,  receipted bills and copies of tenant checks used in payment of such
  rent),  the  execution  of any and all  consents  or  other  documents,  and the
  undertaking  of  any  act  reasonably  necessary  for  the  collection  of  such
  Delinquent Rent by Seller;  provided,  however,  that Purchaser's  obligation to
  cooperate with Seller pursuant to this sentence shall not obligate  Purchaser to
  terminate any Tenant lease with an existing  Tenant or evict any existing Tenant
  from the Property.  The  provisions of this Section 7.1.5 shall apply during the
  Proration Period.
  
              7.1.6 Seller shall pay the cost of all transfer taxes (e.g.,  excise
  stamp  taxes)  and  Purchaser  shall pay the cost of all  recording  costs  with
  respect to the Closing. Seller and Purchaser shall share equally in the costs of
  the Escrow Agent for escrow fees but not any other fees and charges of the Title
  Insurer.
  
        7.2   Items To Be Delivered Prior To Or At Closing.
  
            7.2.1   Seller. At Closing, Seller shall deliver to Purchaser, each of
  the following items, as applicable:
  
                    7.2.1.1 Special  Warranty Deed in the form attached as Exhibit
  "E" (the "Deed"). The acceptance of such deed at Closing,  shall be deemed to be
  full  performance  of, and  discharge  of, every  agreement  and  obligation  on
  Seller's  part to be performed  under this Purchase  Contract,  except for those
  that this Purchase Contract specifically provides shall survive Closing.
  
                    7.2.1.2 A Bill of Sale  without  recourse  or  warranty in the
  form attached as Exhibit "F", covering all Property Contracts,  Leases, Security
  Deposits,  Permits  (other than  Excluded  Permits)  and  Fixtures  and Tangible
  Personal  Property  required to be transferred to Purchaser with respect to such
  Property.  Purchaser shall countersign the same so as to effect an assumption by
  Purchaser of, among other things, Seller's obligations thereunder.
  
                    7.2.1.3 An Assignment  (to the extent  assignable and in force
  and effect) without  recourse or warranty in the form attached as Exhibit "G" of
  all of Seller's right,  title and interest in and to the Miscellaneous  Property
  Assets,  subject to any required consents.  Purchaser shall countersign the same
  so as to effect an assumption by Purchaser,  including,  without limitation,  of
  Seller's obligations thereunder.
  
                    7.2.1.4  A closing statement executed by Seller.
  
                    7.2.1.5  A  title  affidavit  or,  at  Seller's   option,   an
  indemnity, as applicable,  in the customary form reasonably acceptable to Seller
  to enable Title Insurer to delete the standard exceptions to the title insurance
  policy to be issued pursuant to the Title Commitment (the "Title Policy") (other
  than matters  constituting any Permitted  Exceptions and matters which are to be
  completed or performed  post-Closing);  provided  that such  affidavit  does not
  subject Seller to any greater liability,  or impose any additional  obligations,
  other than as set forth in this Purchase Contract; and
  
                    7.2.1.6  A  certification  of  Seller's   non-foreign   status
  pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
  
                    7.2.1.7  Except  for the items  expressly  listed  above to be
  delivered at Closing,  delivery of any other required items shall be deemed made
  by Seller to Purchaser, if Seller leaves such documents at the Property in their
  customary place of storage or in the custody of Purchaser's representatives.
  
                    7.2.1.8  Evidence that the  Management   Agreement   has  been
  terminated.
  
                    7.2.1.9 A Rent Roll (as defined in  Schedule  5.4) dated as of
  the Closing Date.
  
                    7.2.1.10 Resolutions,  certificates of good standing, and such
  other  organizational  documents  as  Title  Insurer  shall  reasonably  require
  evidencing Seller's authority to consummate this transaction.
  
                    7.2.1.11  To the extent in  Seller's  possession  or  control,
  originals  or  copies  of  the  Leases  and  Property  Contracts,  lease  files,
  warranties, guaranties, operating manuals and keys to or regarding the Property.
  
              7.2.2  Purchaser.  At Closing,  Purchaser shall deliver to the Title
  Company (for  disbursement  to Seller upon the Closing) the following items with
  respect to the Property being conveyed at such Closing:
  
                    7.2.2.1  The full  Purchase  Price as  required  by  ARTICLE 3
  hereof plus or minus the  adjustments  or  prorations  required by this Purchase
  Contract. If at Closing there are any liens or encumbrances on the Property that
  Seller is obligated or elects to pay and  discharge,  Seller may use any portion
  of the Purchase  Price for the  Property(s)  to satisfy the same,  provided that
  Seller shall have  delivered to Title  Company,  on such Closing  instruments in
  recordable form sufficient to satisfy such liens and encumbrances of record (or,
  as to any mortgages or deeds of trust, appropriate payoff letters, acceptable to
  the  Title  Insurer),  together  with  the  cost of  recording  or  filing  such
  instruments. The existence of any such liens or encumbrances shall not be deemed
  objections to title if Seller shall comply with the foregoing requirements.
  
                    7.2.2.2  A closing statement executed by Purchaser.
  
                    7.2.2.3 A countersigned counterpart of the Bill of Sale in the
  form attached as Exhibit "F".
  
                    7.2.2.4 A countersigned counterpart of the  Assignment  in the
  form attached as Exhibit "G".
  
                    7.2.2.5 Such other  instruments,  documents or certificates as
  are required to be delivered  by Purchaser to Seller in  accordance  with any of
  the other provisions of this Purchase Contract.
  
                    7.2.3  Notice to  Tenants.  At Closing,  Seller and  Purchaser
  shall  execute  and  deliver  a  letter,  dated  as of the date of  Closing  and
  addressed to all Tenants, informing such Tenants of the transfer of the Property
  and the  assignment of the Leases to Purchaser,  together with an instruction to
  pay all amounts due or to become due under the Leases to Purchaser, including an
  acknowledgment by Purchaser of receipt of all security deposits  (specifying the
  exact dollar amount of the security  deposit) and that  Purchaser is responsible
  for the Tenant's  security  deposit.  The letter shall be in the form of Exhibit
  "H" attached hereto.
  
        7.3 Related Purchase  Contracts.  Contemporaneously  with the execution of
  this Purchase  Contract,  Purchaser is entering into separate purchase contracts
  (the  "Related  Contracts")  to purchase  the  additional  properties  listed on
  Schedule 7.3 (the "Related  Properties") from the sellers listed on Schedule 7.3
  (the  "Related  Sellers").  Notwithstanding  that  separate  contracts are being
  entered  into  for the  sale  and  purchase  of the  Property  and  the  Related
  Properties,  it is the intent of Seller and Purchaser  that the Property and the
  Related  Properties  be  purchased,  and the closing of such sales and purchases
  occur,  concurrently except as otherwise provided therein.  Accordingly,  in the
  event  that  any of the  purchase  contracts  for  the  Related  Properties  are
  terminated or cancelled by Purchaser for any reason, or if Purchaser shall be in
  default under any of such purchase  contracts for any reason,  then Seller shall
  have the right, but not the obligation, to terminate this Purchase Contract, and
  Seller  shall  have  the  right  to  delivery  of the  Deposit  pursuant  to the
  provisions of ARTICLE 12 hereof; otherwise,  Purchaser shall have the right to a
  return of the  Deposit  unless  Seller is  otherwise  entitled  to the  delivery
  thereof pursuant to the other provisions of this Purchase Contract. In the event
  that any Related  Sellers shall be in default under any purchase  contract for a
  Related  Property,  Purchaser shall have the right,  but not the obligation,  to
  terminate this Purchase Contract, and Purchaser shall have the right to a return
  of the  Deposit  or to  otherwise  treat such  default  as a default  under this
  Purchase  Contract in accordance  with the provisions of Article 12 hereof.  Any
  default under a purchase  contract  between Seller and any Related Party for the
  purchase of a Related  Property  shall be deemed a default  under this  Purchase
  Contract unless expressly waived in writing by the non-defaulting party.
  
                                      ARTICLE 8
  
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER
  
        8.1   Representations, Warranties and Covenants Of Seller.
  
              8.1.1 For the  purpose  of  inducing  Purchaser  to enter  into this
  Purchase  Contract  and to  consummate  the sale and purchase of the Property in
  accordance  herewith,  Seller represents and warrants to Purchaser the following
  as of the Effective Date and as of the Closing Date:
  
                    8.1.1.1  Seller  is  lawfully  and  duly  organized,  and,  if
  applicable,  in good  standing  under the laws of the state of its formation set
  forth in the initial  paragraph  of this  Purchase  Contract;  and has or at the
  Closing  shall have the power and  authority to sell and convey the Property and
  to execute the  documents to be executed by Seller and prior to the Closing will
  have taken as applicable, all corporate,  partnership, limited liability company
  or  equivalent  entity  actions  required for the execution and delivery of this
  Purchase Contract, and the consummation of the transactions contemplated by this
  Purchase  Contract.  The  compliance  with  or  fulfillment  of  the  terms  and
  conditions  hereof will not conflict  with, or result in a breach of, the terms,
  conditions  or  provisions  of, or  constitute  a default  under,  any  purchase
  contract  to which  Seller  is a party or by which  Seller is  otherwise  bound.
  Seller has not made any other  purchase  contract  for the sale of, or given any
  other person the right to purchase, all or any part of any of the Property;
  
                    8.1.1.2  Seller owns  indefeasible  fee title to the Property,
  including all real property  contained therein required to be sold to Purchaser,
  subject  only  to the  Permitted  Exceptions  (provided,  however,  that if this
  representation  is or becomes untrue,  Purchaser's  remedies shall be limited to
  the right to terminate this Purchase Contract within five (5) days of receipt by
  Purchaser  from the Title Insurer of such  information,  and receive a return of
  the  Deposit,  and Seller  shall have no other  liability  as a result  thereof,
  either before or after Closing);
  
                    8.1.1.3 There are no adverse or other parties in possession of
  the  Property,  except  for  occupants,  guests  and  tenants  under the  Leases
  (provided,   however,   that  if  this  representation  is  or  becomes  untrue,
  Purchaser's  remedies  shall be limited to the right to terminate  this Purchase
  Contract  within five (5) days of receipt by Purchaser from the Title Insurer of
  such  information and receive a return of the Deposit,  and Seller shall have no
  other liability as a result thereof, either before or after Closing);
  
                    8.1.1.4 The  joinder of no person or entity  other than Seller
  is  necessary  to convey the  Property,  fully and  completely,  to Purchaser at
  Closing,  or to fulfill Seller's  obligations under this Purchase Contract,  and
  Seller has all  necessary  right and authority to convey and assign to Purchaser
  all  contract  rights and  warranties  required to be conveyed  and  assigned to
  Purchaser hereunder;
  
                    8.1.1.5 Purchaser has no duty to collect withholding taxes for
  Seller  pursuant to the Foreign  Investors  Real  Property  Tax Act of 1980,  as
  amended;
  
                    8.1.1.6  To   Seller's   knowledge,   there  are  no  actions,
  proceedings,  litigation or governmental  investigations or condemnation actions
  either pending or threatened against the Property, as applicable;
  
                    8.1.1.7  Seller  has no  knowledge  of any  claims  for  labor
  performed,   materials   furnished  or  services  rendered  in  connection  with
  constructing,  improving or repairing any of the Property, as applicable, caused
  by Seller and which remain  unpaid beyond the date for which payment was due and
  in respect of which liens may or could be filed against any of the Property,  as
  applicable;
  
                    8.1.1.8 To Seller's  knowledge,  Seller has not  received  any
  written notice of any proposed taking,  condemnation or special  assessment with
  respect to the Property;
  
                    8.1.1.9 To Seller's  knowledge,  Seller has not  received  any
  written  notice of any  uncured  violations  of any  federal,  state,  county or
  municipal  law,  ordinance,  order,  regulation  or  requirement  affecting  the
  Property;
  
                    8.1.1.10 To Seller's  knowledge,  Seller has not  received any
  written notice of any default by Seller under any of the Property Contracts that
  will not be terminated on the Closing Date;
  
                    8.1.1.11 Seller agrees (a) to maintain its existing  insurance
  policies  covering  the  Property  in full force and effect  through the Closing
  Date, to (b) continue to maintain the Property in substantially  the same manner
  as Seller has been  operating  the Property  immediately  prior to the Effective
  Date under written Leases at rates  comparable to those currently in effect with
  respect to the Property, (c) to not collect or accept any Rent other than in the
  normal course of business,  (d) to disclose and make  available to Purchaser any
  amendments to or new Leases  entered into since the Effective  Date,  (e) not to
  enter into any  Property  Contracts  after the  Effective  Date which may not be
  terminated  on the giving of thirty (30) days written  notice,  (f) to terminate
  all  laundry  leases  pertaining  to the  Property  prior to the Closing (to the
  extent the same may be so terminated),  and (g) to cause any of the units on the
  Property  that are vacant as of three days  prior to the  Closing  Date to be in
  "make ready" condition on the Closing Date; and
  
                    8.1.1.12 To Seller's knowledge,  all documents relating to the
  Property  that were  delivered by Seller to Purchaser  in  connection  with this
  Purchase Contract,  are true, correct and complete in all material respects, and
  none contain any untrue statement of a material fact or omit to state a material
  fact.
  
                    8.1.1.13 To Seller's knowledge,  the information  contained in
  the Rent Roll to be delivered to Purchaser  pursuant to Section 5.4 will be true
  and correct in all material respects.
  
              8.1.2 Except for the  representations  and warranties  expressly set
  forth above in Subsection  8.1.1,  the Property is expressly  purchased and sold
  "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price and the terms and
  conditions set forth herein are the result of  arm's-length  bargaining  between
  entities  familiar with  transactions  of this kind,  and said price,  terms and
  conditions reflect the fact that Purchaser shall have the benefit of, and is not
  relying  upon any  information  provided  by Seller  or  Broker  or  statements,
  representations  or  warranties,  express  or  implied,  made by or  enforceable
  directly against Seller or Broker, including,  without limitation,  any relating
  to the value of the  Property,  the physical or  environmental  condition of the
  Property, any state, federal,  county or local law, ordinance,  order or permit;
  or the  suitability,  compliance  or lack of compliance of the Property with any
  regulation,  or any other  attribute  or matter of or relating  to the  Property
  (other than any covenants of title contained in the deeds conveying the Property
  and the representations set forth above). Purchaser represents and warrants that
  as of the date hereof and as of the Closing Date, it has and shall have reviewed
  and conducted such independent analyses,  studies,  reports,  investigations and
  inspections as it deems  appropriate in connection with the Property.  If Seller
  provides or has provided any documents,  summaries,  opinions or work product of
  consultants,  surveyors,  architects,  engineers, title companies,  governmental
  authorities  or any  other  person  or  entity  with  respect  to the  Property,
  including,  without limitation,  the offering prepared by Broker,  Purchaser and
  Seller agree that Seller has done so or shall do so only for the  convenience of
  both  parties,  Purchaser  shall not rely  thereon and the reliance by Purchaser
  upon any such documents, summaries, opinions or work product shall not create or
  give rise to any liability of or against Seller, Seller's partners or affiliates
  or  any  of  their  respective  partners,  officers,  directors,   participants,
  employees,  contractors,   attorneys,  consultants,   representatives,   agents,
  successors, assigns or predecessors-in-interest.  Purchaser shall rely only upon
  any title insurance obtained by Purchaser with respect to title to the Property.
  Purchaser  acknowledges and agrees that no  representation  has been made and no
  responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
  applicable  zoning  or  building  code  requirements  or the  compliance  of the
  Property with any other laws,  rules,  ordinances or regulations,  the financial
  earning  capacity  or  expense  history of the  Property,  the  continuation  of
  contracts,  continued occupancy levels of the Property,  or any part thereof, or
  the continued occupancy by tenants of any Leases or, without limiting any of the
  foregoing,  occupancy at Closing. Prior to Closing, Seller shall have the right,
  but not the  obligation,  to enforce  its rights  against  any and all  Property
  occupants,  guests or tenants.  Except as otherwise set forth herein,  Purchaser
  agrees that the departure or removal,  prior to Closing,  of any of such guests,
  occupants  or tenants in the normal  course of  business  shall not be the basis
  for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it
  affect the obligations of Purchaser  under this Purchase  Contract in any manner
  whatsoever; and Purchaser shall close title and accept delivery of the deed with
  or without such tenants in possession  and without any allowance or reduction in
  the Purchase  Price under this  Purchase  Contract.  Purchaser  hereby  releases
  Seller  from  any and all  claims  and  liabilities  relating  to the  foregoing
  matters.
  
              8.1.3 Seller agrees that Purchaser  shall be entitled to rely on the
  foregoing  representations  and  warranties  made  by  Seller  herein  and  that
  Purchaser has so relied.  Seller and Purchaser agree that those  representations
  and  warranties  contained in Section 8.1 shall survive  Closing for a period of
  six (6) months (the "Survival Period"). Seller shall have no liability after the
  Survival  Period with respect to the  representations  and warranties  contained
  herein except to the extent that  Purchaser has filed a lawsuit  against  Seller
  during the Survival Period for breach of any representation or warranty.  In the
  event that  Seller  breaches  any  representation  contained  in Section 8.1 and
  Purchaser  had  knowledge  of such breach prior to the Closing  Date,  Purchaser
  shall be deemed to have waived any right of recovery,  and Seller shall not have
  any liability in connection therewith.
  
              8.1.4  Representations and warranties above made to the knowledge of
  Seller  shall not be deemed to imply any duty of inquiry.  For  purposes of this
  Purchase  Contract,  the term Seller's  "knowledge" shall mean and refer to only
  actual knowledge of the Designated  Representative  (as hereinafter  defined) of
  the Seller and shall not be  construed  to refer to the  knowledge  of any other
  partner, officer,  director, agent, employee or representative of the Seller, or
  any affiliate of the Seller,  or to impose upon such  Designated  Representative
  any duty to investigate the matter to which such actual knowledge or the absence
  thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
  individual   personal   liability.   As  used   herein,   the  term   Designated
  Representative shall refer to (a) Harry Alcock, or (b) John Jett, of Manager.
  
        8.2   Representations, Warranties and Covenants of Purchaser
  
              8.2.1 For the purpose of inducing Seller to enter into this Purchase
  Contract and to  consummate  the sale and purchase of the Property in accordance
  herewith,  Purchaser  represents  and warrants to Seller the following as of the
  Effective Date and as of the Closing Date:
  
              8.2.2  With  respect  to  Purchaser  and  its  business,   Purchaser
  represents and warrants, in particular, that:
  
                    8.2.2.1  Purchaser is a corporation  duly  organized,  validly
  existing and in good standing under the laws of Texas.
  
                    8.2.2.2  Purchaser,  acting  through  any of its or their duly
  empowered  and  authorized  officers or  members,  has all  necessary  power and
  authority to own and use its properties and to transact the business in which it
  is  engaged,  and has full  power and  authority  to enter  into  this  Purchase
  Contract,  to execute and  deliver the  documents  and  instruments  required of
  Purchaser herein,  and to perform its obligations  hereunder;  and no consent of
  any of  Purchaser's  officers or members are required to so empower or authorize
  Purchaser.
  
                    8.2.2.3  No  pending  or,  to  the   knowledge  of  Purchaser,
  threatened  litigation  exists which if determined  adversely would restrain the
  consummation of the transactions contemplated by this Purchase Contract or would
  declare  illegal,  invalid or  non-binding  any of  Purchaser's  obligations  or
  covenants to Seller.
  
                    8.2.2.4  Purchaser is duly  authorized to execute and deliver,
  acting  through  its  duly  empowered  and  authorized   officers  and  members,
  respectively,   and  perform  this  Purchase  Contract  and  all  documents  and
  instruments and transactions  contemplated hereby or incidental hereto, and such
  execution, delivery and performance by Purchaser does not (i) violate any of the
  provisions of their respective  certificates of  incorporation  or bylaws,  (ii)
  violate any provision of any law,  governmental rule or regulation  currently in
  effect,   (iii)  violate  any  judgment,   decree,  writ,   injunction,   award,
  determination  or order  currently  in  effect  that  names  or is  specifically
  directed at Purchaser or its property,  and (iv) require the consent,  approval,
  order or  authorization  of, or any filing with or notice to, any court or other
  governmental authority.
  
                    8.2.2.5  The  joinder  of  no  person  or  entity  other  than
  Purchaser  is  necessary  to  consummate  the  transactions  to be  performed by
  Purchaser and  Purchaser  has all necessary  right and authority to perform such
  acts as are required and contemplated by this Purchase Contract.
  
              8.2.3  Purchaser has not dealt with any broker,  finder or any other
  person, in connection with the purchase of or the negotiation of the purchase of
  the Property that might give rise to any claim for commission  against Seller or
  lien or claim against the Property.
  
                                      ARTICLE 9
  
                           CONDITIONS PRECEDENT TO CLOSING
  
        9.1 Purchaser's obligation to close under this Purchase Contract, shall be
  subject to and conditioned upon the fulfillment of each and all of the following
  conditions precedent:
  
              9.1.1 All of the  documents  required to be  delivered  by Seller to
  Purchaser at the Closing pursuant to the terms and conditions  hereof shall have
  been  delivered and shall be in form and substance  reasonably  satisfactory  to
  Purchaser;
  
              9.1.2  Each of the  representations,  warranties  and  covenants  of
  Seller contained herein shall be true in all material respects as of the Closing
  Date (and Purchaser  shall be permitted to perform an inspection of the Property
  immediately prior to the Closing Date to verify same);
  
              9.1.3 Seller shall have  complied  with,  fulfilled and performed in
  all material respects each of the covenants, terms and conditions to be complied
  with, fulfilled or performed by Seller hereunder;
  
              9.1.4 Neither Seller nor Seller's  general partner shall be a debtor
  in any bankruptcy proceeding or shall have been in the last 6 months a debtor in
  any bankruptcy proceeding;
  
              9.1.5 A taking of all or any part of the Property must not have been
  commenced or threatened in writing;
  
              9.1.6 The  actual  occupancy  level of the  Property  shall not have
  decreased by more than fifteen percent (15%) from the actual  occupancy level on
  the Effective Date;
  
              9.1.7 Seller shall have terminated any Property  Contracts which are
  not being  assumed by Purchaser as of the Closing Date (and which are capable of
  being terminated by Seller without penalty or cost to Seller).
  
              9.1.8 All consents to the sale of the Property (or  applicable  part
  thereof)  required for the prepayment of the Seller's Note Obligations which may
  be required  shall have been obtained,  all on terms and  conditions  reasonably
  acceptable to Purchaser.
  
              9.1.9 Notwithstanding  anything to the contrary,  there are no other
  conditions  on  Purchaser's  obligation  to Close except as expressly  set forth
  above.  If any of the above  conditions is not satisfied,  then  notwithstanding
  anything to the contrary contained in this Purchase Contract,  Purchaser may, at
  its option (a) extend the Closing Date to permit satisfaction of such condition,
  (b) waive such condition and proceed to Closing and accept title to the Property
  with an agreed-upon offset or deduction from the Purchase Price (assuming Seller
  and Purchaser can agree upon such offset or deduction amount,  and neither party
  has any  obligation  to come to an  agreement),  (c) waive  such  condition  and
  proceed  to Closing  and  accept  title to the  Property  without  any offset or
  deduction from the Purchase Price, or (d) notify Seller of Purchaser's  election
  to terminate this Purchase Contract and receive a return of the Deposit from the
  Escrow Agent.
  
        9.2 Without limiting any of the rights of Seller elsewhere provided for in
  this Purchase Contract,  Seller's obligation to close with respect to conveyance
  of a particular  Property  under this Purchase  Contract shall be subject to and
  conditioned  upon the  fulfillment  of each and all of the following  conditions
  precedent:
  
              9.2.1 Purchaser's  representations  and warranties set forth in this
  Purchase Contract shall have been true and correct in all material respects when
  made, and shall be true and correct in all material respects on the Closing Date
  and as of the Effective Date as though such  representations and warranties were
  made at and as of such date and time.
  
              9.2.2  Purchaser  shall have fully  performed  and complied with all
  covenants,  conditions,  and other  obligations in this Purchase  Contract to be
  performed  or  complied  with by it at or prior to  Closing  including,  without
  limitation, payment in full of the Purchase Price.
  
              9.2.3  There  shall not be pending  or, to the  knowledge  of either
  Purchaser  or  Seller,  any  litigation  or  threatened   litigation  which,  if
  determined adversely, would restrain the consummation of any of the transactions
  contemplated by this Purchase Contract or declare illegal, invalid or nonbinding
  any of the covenants or obligations of the Purchaser.
  
              9.2.4 Seller shall have  received all consents and  approvals to the
  consummation of the transactions  contemplated  hereby (a) of Seller's  partners
  (to the extent required by the partnership  agreement of Seller) or (b) that are
  required by law.
  
              9.2.5 The conditions of Section 9.1.8 shall have been satisfied.
  
              9.2.6 Notwithstanding  anything to the contrary,  there are no other
  conditions on Seller's  obligation to Close except as expressly set forth above.
  If any of the above conditions is not satisfied,  then notwithstanding  anything
  to the contrary contained in this Purchase  Contract,  Seller may, at its option
  (a) extend the Closing Date to permit satisfaction of such condition,  (b) waive
  such  condition  and proceed to  Closing,  or (c) notify  Purchaser  of Seller's
  election to terminate  this  Purchase  Contract and receive the Deposit from the
  Escrow Agent (which Seller shall retain as liquidated  damages,  as its sole and
  exclusive  remedy  hereunder,  in accordance  with the  provisions of Article 12
  hereof,  provided,  however,  that in the case of any  failure  to  satisfy  the
  conditions  contained in Sections  9.2.4 and/or 9.2.5 above and all of the other
  conditions of Seller's obligation to close have been satisfied, Seller shall not
  be  entitled  to receipt of the  Deposit  but the  Deposit  shall be returned to
  Purchaser by the Escrow Agent.
  
                                     ARTICLE 10
  
                                      BROKERAGE
  
        10.1 Seller  represents  and warrants to Purchaser  that it has dealt only
  with O'Boyle Properties,  Inc., 14114 Dallas Parkway,  Suite 520, Dallas,  Texas
  75240 ("Broker") in connection with this Purchase Contract. Seller and Purchaser
  each  represents  and warrants to the other that other than  Broker,  it has not
  dealt with or  utilized  the  services of any other real  estate  broker,  sales
  person or finder in  connection  with this  Purchase  Contract,  and each  party
  agrees to  indemnify  the other party from and against all claims for  brokerage
  commissions  and  finder's  fees  arising  from or  attributable  to the acts or
  omissions of the indemnifying party.
  
        10.2 Seller agrees to pay Broker a commission  according to the terms of a
  separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
  beneficiary of this Purchase Contract.
  
        10.3 Broker assumes no responsibility for the condition of the Property or
  representation  for the  performance of this Purchase  Contract by the Seller or
  Purchaser.
  
                                     ARTICLE 11
  
                                     POSSESSION
  
        11.1 Possession of the Property subject to the Permitted  Exceptions shall
  be delivered to Purchaser at the Closing,  subject to Purchaser's right of entry
  for inspection as set forth in ARTICLE 5.
  
                                     ARTICLE 12
  
                                DEFAULTS AND REMEDIES
  
        12.1 In the event  Purchaser  terminates  this  Purchase  Contract for any
  reason  other  than  Seller's  inability  to convey  title as  required  by this
  Purchase  Contract or inability to obtain the consents  required  under  Section
  9.1.8 and Section 9.2.5,  or defaults  hereunder on or prior to the Closing Date
  and  consummation of the Closing does not occur by reason of such termination or
  default by Purchaser,  Seller and Purchaser  agree that it would be  impractical
  and  extremely  difficult  to  estimate  the  damages  which  Seller may suffer.
  Therefore,  Seller and Purchaser  hereby agree that,  except for the Purchaser's
  obligations  to Seller under Section 5.2, the  reasonable  estimate of the total
  net detriment  that Seller would suffer in the event that  Purchaser  terminates
  this Purchase Contract or defaults  hereunder on or prior to the Closing Date is
  and  shall be, as  Seller's  sole and  exclusive  remedy  (whether  at law or in
  equity),  the right to receive  from the Escrow Agent and retain the full amount
  of the Deposit. The payment of the Deposit as liquidated damages is not intended
  as a forfeiture or penalty  within the meaning of applicable law and is intended
  to settle all  issues and  questions  about the  amount of damages  suffered  by
  Seller in the applicable event, except only for damages under Section 5.2 above,
  irrespective  of the time when the  inquiry  about such  damages may take place.
  Upon any such failure by Purchaser  hereunder,  this Purchase  Contract shall be
  terminated,  and  neither  party shall have any  further  rights or  obligations
  hereunder,  each to the other, except for the Purchaser's  obligations to Seller
  under  Section  5.2  above,  and the right of Seller to collect  the  Deposit as
  liquidated damages.
  
        12.2 Provided that Purchaser has not terminated this Purchase Contract and
  is not otherwise in default hereunder, if the Closing does not occur as a result
  of Seller's default  hereunder  (which shall not include  Seller's  inability to
  convey title as required under this Purchase  Contract or to obtain the consents
  required under Section 9.1.8 and Section 9.2.5),  Purchaser's  sole remedy shall
  be to  elect  to  either  (a)  terminate  this  Purchase  Contract  and  receive
  reimbursement  of the  Deposit  or (b)  enforce  specific  performance  of  this
  Purchase  Contract.  In the event  Purchaser  is unable to enforce the remedy of
  specific  performance  after using  commercially  reasonable  efforts to seek to
  enforce such remedy, then in lieu of obtaining specific  performance,  Purchaser
  shall have the right to bring suit for damages  against  Seller in an amount not
  to exceed a sum equal to Ninety-Seven  Thousand and No/100 Dollars  ($97,000.00)
  in addition to receiving reimbursement of the Deposit.
  
                                     ARTICLE 13
  
                              RISK OF LOSS OR CASUALTY
  
        13.1 In the event that the  Property  is damaged or  destroyed  by fire or
  other casualty  prior to Closing,  and the cost of repair is more than $150,000,
  then Seller will have no obligation to repair such damage or destruction and, at
  Purchaser's  option,  this Agreement  shall  terminate.  In the event  Purchaser
  elects not to terminate  this  Agreement,  this  transaction  shall be closed in
  accordance with the terms of this Agreement,  notwithstanding any such damage or
  destruction  and  Purchaser  shall  receive all  insurance  proceeds  pertaining
  thereto  (plus  a  credit  against  the  Purchase  Price  in the  amount  of any
  deductible payable by Seller in connection therewith) at Closing.
  
        13.2 In the event that the  Property  is damaged or  destroyed  by fire or
  other  casualty  prior to the  Closing,  and the  cost of  repair  is less  than
  $150,000,  this transaction shall be closed in accordance with the terms of this
  Agreement,  notwithstanding the damage or destruction; provided, however, Seller
  shall make such repairs if they can be reasonably  effected  before the Closing.
  If Seller is unable to effect such  repairs,  then  Purchaser  shall receive all
  insurance proceeds  pertaining thereto (plus a credit against the Purchase Price
  in the amount of any  deductible  payable by Seller in connection  therewith) at
  Closing.
  
                                     ARTICLE 14
  
                             LEAD-BASED PAINT DISCLOSURE
  
        14.1 Seller and Purchaser hereby acknowledge  completion of the Lead-Based
  Paint  Disclosure  form  attached as Exhibit "I" hereto and the delivery of such
  executed form prior to the Effective Date.
  
                                     ARTICLE 15
  
                                   EMINENT DOMAIN
  
        15.1 In the  event  that at the  time of  Closing  all or any  part of the
  Property is (or has previously  been) acquired,  or is about to be acquired,  by
  authority  of any  governmental  agency in purchase  in lieu  thereof (or in the
  event that at such time there is any notice of any such acquisition or intent to
  acquire by any such  governmental  agency),  Purchaser  shall have the right, at
  Purchaser's option, to terminate this Purchase Contract by giving written Notice
  within Fifteen (15) days of Purchaser's receipt from Seller of the occurrence of
  such event and recover the Deposit  hereunder,  or to settle in accordance  with
  the terms of this Purchase  Contract for the full Purchase Price and receive the
  full benefit or any condemnation award.
  
                                     ARTICLE 16
  
                                    MISCELLANEOUS
  
        16.1  Exhibits And Schedules
  
        All Exhibits and Schedules,  whether or not annexed hereto,  are a part of
  this Purchase Contract for all purposes.
  
        16.2  Assignability
  
        Subject to Section 16.18, this Purchase Contract is not assignable without
  first obtaining the prior written approval of the  non-assigning  party,  except
  that  Purchaser  may  assign  all or an  undivided  interest  in this  Purchaser
  Contract  to one or more  entities  so long as (i)  Purchaser  or its  affiliate
  remains a part of the  purchasing  entity(ies),  (ii)  Purchaser is not released
  from its liability  hereunder,  and (iii) Seller consents thereto (which consent
  shall not be unreasonably withheld or delayed).
  
        16.3  Binding Effect
  
        This Purchase  Contract  shall be binding upon and inure to the benefit of
  Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
  assigns.
  
        16.4  Captions
  
        The captions,  headings,  and arrangements  used in this Purchase Contract
  are for convenience only and do not in any way affect, limit, amplify, or modify
  the terms and provisions hereof.
  
        16.5  Number And Gender Of Words
  
        Whenever  herein the singular  number is used,  the same shall include the
  plural  where  appropriate,  and words of any gender  shall  include  each other
  gender where appropriate.
  
        16.6  Notices
  
        All Notices,  demands, requests and other communications required pursuant
  to the provisions of this Purchase  Contract  ("Notice") shall be in writing and
  shall be deemed to have been  properly  given or served for all  purposes (i) if
  sent by Federal Express or a nationally  recognized  overnight  carrier for next
  business  day  delivery,  on the first  business day  following  deposit of such
  Notice with such carrier, or (ii) if personally delivered, on the actual date of
  delivery or (iii) if sent by certified mail,  return receipt  requested  postage
  prepaid,  on the Fifth (5th) business day following the date of mailing, or (iv)
  if sent by  telecopier,  then on the actual date of delivery (as  evidenced by a
  telecopier  confirmation)  provided that a copy of the telecopy and confirmation
  is also sent by U.S. mail, addressed as follows:
  
              If to Seller:                     If to Purchaser:
  
              Consolidated Capital Equity       Winston Acquisition Corporation
              Partners,                         5495 Beltline Road
  
                L.P.                            Suite 330
              c/o Apartment Investment and      Dallas, Texas 75240
                Management Company              Attn:  Richard M. Barge
              2000 South Colorado Boulevard     Facsimile No. (972) 726-9316
              Tower Two, Suite 2-1000
              Denver, Colorado 80222
              Attn:  Mr. Harry Alcock
              Facsimile No. (303) 692-0786
  
                    And                               With a copy to
  
              Consolidated Capital Equity       Carrie, Cramer & Weatherbie
              Partners,                         5956 Sherry Lane
  
                L.P.                            Suite 1204
              c/o Apartment Investment and      Dallas, Texas 75225
                Management Company              Attn:  David W. Richardson, Esq.
              2000 South Colorado Boulevard     Facsimile No. (214) 361-7842
              Tower Two, Suite 2-1000
              Denver, Colorado 80222
              Attn:  Mr. Pat Stucker
              Facsimile No. (303) 692-0786
  
                    With a copy to
  
              Jackson Walker L.L.P.
              112 E. Pecan
              Suite 2100
              San Antonio, Texas 78205
              Attn:  Eileen E. Scherlen, Esq.
              Facsimile No. (210) 978-7790
  
        Any of the parties may  designate a change of address by Notice in writing
  to the other parties. Whenever in this Purchase Contract the giving of Notice by
  mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
  writing by the person or persons entitled to receive such Notice.
  
        16.7  Governing Law And Venue
  
        The laws of the  State  in which  the Land is  located  shall  govern  the
  validity,  construction,   enforcement,  and  interpretation  of  this  Purchase
  Contract,  unless  otherwise  specified  herein  except for the conflict of laws
  provisions thereof.  All claims,  disputes and other matters in question arising
  out of or relating to this Purchase  Contract,  or the breach thereof,  shall be
  decided by  proceedings  instituted and litigated in a court for the district in
  which the Property is situated,  and the parties hereto expressly consent to the
  venue and jurisdiction of such court.
  
        16.8  Entirety And Amendments
  
        This Purchase  Contract  embodies the entire Purchase Contract between the
  parties and supersedes all prior Purchase Contracts and understandings,  if any,
  relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
  instrument in writing executed by the party against whom enforcement is sought.
  
        16.9  Severability
  
        If any provision of this Purchase Contract is held to be illegal, invalid,
  or  unenforceable  under present or future laws,  such provision  shall be fully
  severable.  The Purchase  Contract  shall be  construed  and enforced as if such
  illegal,  invalid, or unenforceable provision had never comprised a part of this
  Purchase Contract;  and the remaining provisions of this Purchase Contract shall
  remain in full  force and  effect  and shall  not be  affected  by the  illegal,
  invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
  Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
  shall be added  automatically as a part of this Purchase Contract a provision as
  similar in terms to such illegal,  invalid, or unenforceable provision as may be
  possible to make such provision legal, valid, and enforceable.
  
        16.10 Multiple Counterparts
  
        This  Purchase   Contract  may  be  executed  in  a  number  of  identical
  counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
  original  for  all  purposes  and all  such  counterparts  shall,  collectively,
  constitute one Purchase Contract.  In making proof of this Purchase Contract, it
  shall  not  be   necessary  to  produce  or  account  for  more  than  one  such
  counterparts.
  
        16.11 Further Acts
  
        In  addition to the acts and deeds  recited  herein and  contemplated  and
  performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
  Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
  executed and/or  delivered any and all such further acts,  deeds, and assurances
  as may be necessary to consummate the transactions contemplated hereby.
  
        16.12 Construction
  
        No provision of this Purchase  Contract shall be construed in favor of, or
  against,  any particular  party by reason of any presumption with respect to the
  drafting of this Purchase Contract;  both parties, being represented by counsel,
  having fully participated in the negotiation of this instrument.
  
        16.13 Confidentiality
  
        Purchaser  shall not disclose the terms and  conditions  contained in this
  Purchase Contract, shall keep the same confidential, provided that Purchaser may
  disclose the terms and  conditions of this Purchase  Contract (i) as required by
  law, (ii) to consummate  the terms of this Purchase  Contract,  or any financing
  relating  thereto,  or (iii) to Purchaser's or Seller's  lenders,  attorneys and
  accountants.  Any information provided by Seller to Purchaser under the terms of
  this Purchase  Contract is for  informational  purposes  only. In providing such
  information to Purchaser,  Seller makes no representation or warranty,  express,
  written,  oral,  statutory,   or  implied,  and  all  such  representations  and
  warranties  are hereby  expressly  excluded.  Purchaser  shall not in any way be
  entitled to rely upon the accuracy of such information. Such information is also
  confidential  and  Purchaser  shall be prohibited  from making such  information
  public  to  any  other  person  or  entity  other  than  its  agents  and  legal
  representatives,  without  Seller's  prior written  authorization,  which may be
  granted or denied in Seller's sole discretion.
  
        16.14 Time Of The Essence
  
        It is expressly  agreed by the parties  hereto that time is of the essence
  with respect to this Purchase Contract.
  
        16.15 Cumulative Remedies And Waiver
  
        No remedy herein  conferred or reserved is intended to be exclusive of any
  other  available  remedy or remedies  herein  conferred  or  referred  except as
  expressly stated  otherwise,  but each and every such remedy shall be cumulative
  and shall be in  addition  to every  other  remedy  given  under  this  Purchase
  Contract.  No delay or omission to exercise any right or power accruing upon any
  default, omission, or failure of performance hereunder shall impair any right or
  power or shall be construed to be a waiver thereof, but any such right and power
  may be exercised from time to time and as often as may be deemed  expedient.  No
  waiver,  amendment,  release, or modification of this Purchase Contract shall be
  established by conduct, custom, or course of dealing.
  
        16.16 Litigation Expenses
  
        In the event either party hereto commences litigation against the other to
  enforce its rights  hereunder,  the prevailing party in such litigation shall be
  entitled to recover  from the other  party its  reasonable  attorneys'  fees and
  expenses incidental to such litigation.
  
        16.17 Time Periods
  
        Should the last day of a time period  fall on a weekend or legal  holiday,
  the next Business Day thereafter shall be considered the end of the time period.
  
        16.18 Exchange
  
        At Seller's sole cost and expense, Seller may structure and consummate the
  sale  of  the  Property  to  Purchaser  as  part  of a  like-kind  exchange  (an
  "Exchange")  intended to qualify under ss. 1031 of the Internal  Revenue Code of
  1986,  as  amended,  provided  that:  (a) the  Closing  shall not be  delayed or
  affected by reason of an Exchange;  (b) Seller shall effect an Exchange  through
  an  assignment  of this  Agreement,  and its rights under this  Agreement,  to a
  qualified  intermediary;  and (c)  Purchaser  shall not be  required  to take an
  assignment of the agreement  relating to the exchange property or be required to
  acquire or hold title to any real  property  for  purposes  of  consummating  an
  Exchange.  Purchaser shall cooperate fully and promptly with Seller's conduct of
  the Exchange,  provided that all costs and expenses generated in connection with
  the  Exchange  shall be borne  solely  by  Seller.  If Seller  uses a  qualified
  intermediary  to  effectuate  the  Exchange,  any  assignment  of the  rights or
  obligations of Seller hereunder shall not relieve,  release or absolve Seller of
  its obligations to Purchaser. Seller shall indemnify and hold harmless Purchaser
  from and against any and all liability arising from and out of the Exchange.
  
        16.19 No Personal Liability of Officers, Trustees or Directors of Seller
  
        Purchaser acknowledges that this Agreement is entered into by Seller which
  is a Delaware  limited  partnership,  and  Purchaser  agrees that no  individual
  officer,  trustee,  director or  representative  of the partners of Seller shall
  have any personal  liability  under this  Agreement or any document  executed in
  connection with the transactions contemplated by this Agreement.
  
       16.20 No Personal Liability of Officers, Trustees or Directors of Purchaser
  
        Seller acknowledges that this Agreement is entered into by Purchaser which
  is a Texas corporation,  and Seller agrees that no individual officer,  trustee,
  director or representative of Purchaser shall have any personal  liability under
  this Agreement or any document executed in connection with this Agreement.
  
        16.21 No Exclusive Negotiations
  
        Seller shall have the right,  at all times,  to solicit  backup offers and
  enter into discussions,  negotiations, or any other communications concerning or
  related to the sale of the Property  with any  third-party;  provided,  however,
  that such  communications  are subject to the terms of this Agreement,  and that
  Seller shall not enter into any contract or binding agreement with a third-party
  for the  sale  of the  Property  unless  such  agreement  is  contingent  on the
  termination  of this  Agreement  without the  Property  having been  conveyed to
  Purchaser.
  
        16.22 [Intentionally Deleted]
  
                         [Remainder of Page Intentionally Left Blank]
  
  
        NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
  under seal as of the date first set forth above.
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
  
                                      EXHIBIT A
  
                     LEGAL DESCRIPTION FOR THE SHIREWOOD TOWNHOMES
  
                               Caddo Parish, Louisiana
  
  A  tract  of  land  in the  South  1/2  Section  12,  T17N-R14W  in the  City of
  Shreveport,  Caddo Parish,  Louisiana,  and being more particularly described as
  follows:
  
  COMMENCING at the intersection of the South boundary of the said Section 12 with
  center  line of  Fairfield  Avenue  in the  City of  Shreveport,  Caddo  Parish,
  Louisiana,  which  point is the  Southeast  corner of the  Southwest  1/4 of the
  Southeast 1/4 of the said Section 12;
  
  RUN THENCE in a westerly  direction along the south boundary of the said Section
  12, a distance of 732.52 feet;
  
  RUN  THENCE,  North 0 33'  East,  and  parallel  with  the said  center  line of
  Fairfield Avenue, a distance of 10 feet to the point of beginning:
  
  RUN  THENCE,  North 0 33'  East,  and  parallel  with  the said  center  line of
  Fairfield Avenue, a distance of 271 feet;
  
  RUN THENCE,  East and parallel with the South boundary of the said Section 12, a
  distance of 202.52 feet;
  
  RUN THENCE, North 0 33' East and parallel with the said center line of Fairfield
  Avenue, a distance of 707.34;
  
  RUN THENCE,  West and parallel with the South boundary of the said Section 12, a
  distance of 648.42 feet;
  
  RUN THENCE, South 2  20' West, a distance of 260 feet;
  
  RUN THENCE,  West and parallel with the South boundary of the said Section 12, a
  distance of 200 feet to the East right-of-way line of Southern Avenue;
  
  Run  THENCE,  South 2 20' West  along the said  East  right-of-way  of  Southern
  Avenue, a distance of 729.11 feet to the South boundary of said Section 12;
  
  RUN THENCE,  East along the South boundary of the said Section 12, a distance of
  510.00 feet;
  
  RUN THENCE, North 0 33' East and parallel with the said center line of Fairfield
  Avenue, a distance of 10 feet;
  
  RUN  THENCE,  East and  parallel  with the South line of the said  Section 12, a
  distance of 166.68 feet to the point of beginning;
  
  LESS and  except  the  public  streets  on the  property  as per  Dedication  in
  Conveyance Book 600, Page 127, Records of Caddo Parish, Louisiana, but including
  that certain sixty (60') foot dedication (located north of Beckham Drive) closed
  and  abandoned  or  Ordinance  No.  128 of 1979 by the  City  of  Shreveport,  a
  certified copy of which is recorded in Conveyance Book 1735,  Page 194,  Records
  of Caddo Parish, Louisiana.
  
  
  
                                      EXHIBIT B
  
                              LIST OF EXCLUDED PERMITS
  
                               To Be Inserted, If Any
  
  
                                      EXHIBIT C
  
                    LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT
  
  ______Any  and all  proprietary  software  used by Seller in conection  with the
  Property.
  
        Buyers  Access  computer  being  used by  Seller  in  connection  with the
  Property.
  
  
                                      EXHIBIT D
  
                                  ESCROW AGREEMENT
  
        THIS ESCROW  AGREEMENT  ("Escrow  Agreement") made this _____day of April,
  2000 by and among  CONSOLIDATED  CAPITAL  EQUITY  PARTNERS,  L.P.,  a California
  limited partnership  ("Seller"),  and WINSTON ACQUISITION  CORPORATION,  a Texas
  corporation ("Purchaser"); and STEWART TITLE GUARANTY COMPANY ("Escrow Agent");
  
                                     WITNESSETH:
  
        Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
  Contract (the  "Purchase  Contract")  made and dated as of the 3rd day of April,
  2000; and
  
        Whereas,  the Purchase  Contract requires that Purchaser provide a deposit
  in the amount of  Ninety-Seven  and  No/100  Dollars  ($97,000.00)  in cash (the
  "Deposit"), to be held pursuant to an escrow agreement approved by Purchaser and
  Seller; and
  
        Now, therefore, the parties agree to the following:
  
  1.____Establishment  of Escrow.  Escrow  Agent  hereby  acknowledges  receipt of
  Ninety-Seven  Thousand Dollars  ($97,000.00) in cash (constituting the Deposit),
  to be  deposited,  held,  invested,  and disbursed for the benefit of Seller and
  Purchaser and their respective successors and assigns, as provided herein and as
  provided in the Purchase Contract.
  
  2.____Investment  of Escrow Fund. All funds received by Escrow Agent,  including
  the Deposit (collectively, the "Escrow Fund"), shall be held in insured accounts
  and  invested  in an  interest-bearing  bank  account  acceptable  to Seller and
  Purchaser at one or more federally  insured national banking  association(s)  or
  such other investment jointly directed by Seller and Purchaser should Seller and
  Purchaser each in their respective sole discretion determine to issue such joint
  investment instructions to the Escrow Agent) and all interest and income thereon
  shall become part of the Escrow Fund and shall be remitted to the party entitled
  to the Escrow Fund, as set forth below.
  
  3.____Application  of Escrow  Fund.  Escrow  Agent shall hold the Escrow Fund as
  provided  above and (a) if the sale of the  Property is closed by the date fixed
  therefor (or any extension  date provided for by mutual  written  consent of the
  parties hereto,  given or withheld in their respective sole discretion),  Escrow
  Agent shall deliver the Escrow Fund to Seller in immediately  available funds by
  wire transfer in accordance with the  instructions of Seller on the Closing Date
  as set forth in the  Purchase  Contract,  (b) if the sale of the Property is not
  closed by the date fixed therefor (or any such extension  date) owing to failure
  of satisfaction of a condition precedent to Purchaser's obligations,  the Escrow
  Agent shall return and refund the Escrow Fund to  Purchaser,  (c) if the sale of
  the  Property is not closed by the date fixed  therefor  (or any such  extension
  date) owing to failure of performance by Seller,  Purchaser shall give Notice to
  the Escrow Agent and Seller and in such Notice shall state  whether it elects as
  its remedy  return of the Escrow Fund or specific  performance  of the  Purchase
  Contract;  if Purchaser  elects  return of the Escrow  Fund,  Escrow Agent shall
  return and refund the Escrow Fund to Purchaser,  (d) if the sale of the Property
  is not closed by the date fixed therefor (or any such  extension  date) owing to
  failure of performance  by Purchaser,  Escrow Agent shall  forthwith  deliver to
  Seller  the Escrow  Fund in  immediately  available  funds by wire  transfer  in
  accordance  with the  instructions  of Seller,  and (e) if Purchaser  shall have
  canceled the Purchase  Contract on or before the  expiration of the  Feasibility
  Period (as defined in the Purchase Contract),  the Escrow Agent shall return and
  refund the Escrow Fund to Purchaser.
  
        If on or prior to the termination of the Escrow Agreement,  a party claims
  to be entitled to payment of the Escrow Fund under the  provisions  referred to,
  such party  shall give  Notice to the  Escrow  Agent and the other  party of the
  claim in writing,  describing  in such  Notice the nature of the claim,  and the
  provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
  other party sends the Escrow Agent a written objection to the claim, with a copy
  concurrently to the claiming  party,  within ten (10) days after delivery of the
  Notice of claim, the claim shall be conclusively presumed to have been approved.
  In such case, or in the event of mutual written  consent of the parties  hereto,
  given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
  within  two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
  Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
  Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
  immediately preceding paragraph.
  
        When all monies  held by Escrow  Agent have been  finally  distributed  in
  accordance herewith, this Escrow Agreement shall terminate.
  
  4.____Liability.  Escrow Agent will be obligated to perform only the duties that
  are  expressly  set forth  herein.  In case of  conflicting  demands upon Escrow
  Agent,  it may (i)  refuse  to  comply  therewith  as long as such  disagreement
  continues  and make no  delivery or other  disposition  of any funds or property
  then held (and Escrow  Agent  shall not be or become  liable in any way for such
  failure or refusal to comply with such conflicting or adverse claims or demands,
  except  for its  failure  to  exercise  due care,  willful  breach  and  willful
  misconduct);  and (ii)  continue  to so  refrain  and so refuse to act until all
  differences  have been adjusted by agreement and, Escrow Agent has been notified
  thereof in writing signed jointly by Seller and Purchaser or (iii) to interplead
  the portion of Escrow Fund in dispute.
  
  5.____No  Obligation to Take Legal  Action.  Escrow Agent shall not be under any
  obligation to take any legal action in connection with this Escrow  Agreement or
  for its enforcement,  or to appear in, prosecute,  or defend any action or legal
  proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
  expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
  furnished  with  satisfactory  security  and  indemnity  against all such costs,
  expenses, losses, or liabilities.
  
  6.____Status of Escrow Agent. Escrow Agent is to be considered and regarded as a
  depository  only, and shall not be responsible or liable (except for its failure
  to exercise due care, willful breach or willful  misconduct) for the sufficiency
  or  correctness as to form,  manner of execution,  or validity of any instrument
  deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
  or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
  shall be limited to the  safekeeping and investment of money,  instruments,  and
  securities  received  by it as  Escrow  Agent  and  for  their  disbursement  in
  accordance with the written escrow instructions given it in accordance with this
  Escrow Agreement.
  
  7.____Written  Instructions of Parties.  Notwithstanding  any contrary provision
  contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
  authority and the duty and obligation to pay over and disburse the principal and
  interest of the Escrow Fund in accordance  with the joint  written  instructions
  signed by Seller and Purchaser.
  
  8.____Notices.  Any required or permitted  Notice or other  communication  under
  this  Escrow  Agreement  ("Notice")  shall  be given as  follows.  All  Notices,
  requests,  demands and other  communications  hereunder  shall be deemed to have
  been  duly  given  if the same  shall  be in  writing  and  shall  be  delivered
  personally or sent by federal  express or other  recognized  national  overnight
  courier  service  maintaining  records of  delivery,  or sent by  registered  or
  certified mail, postage pre-paid, or sent by facsimile transmission (with a copy
  of the facsimile  confirmation and the facsimile  transmission also sent by U.S.
  Mail) and addressed as set forth below:
  
              If to Seller:                     If to Purchaser:
  
              Consolidated Capital Equity       Winston Acquisition Corporation
              Partners,                         5495 Beltline Road
  
                L.P.                            Suite 330
              c/o Apartment Investment and      Dallas, Texas 75240
                Management Company              Attn:  Richard M. Barge
              2000 South Colorado Boulevard     Facsimile No. (972) 726-9316
              Tower Two, Suite 2-1000
              Denver, Colorado  80222
              Attn:  Mr. Harry Alcock
              Facsimile No. (303) 692-0786
  
              ______And                         ______With a copy to
  
              Consolidated Capital Equity       Carrie, Cramer & Weatherbie
              Partners,                         5956 Sherry Lane
  
                L.P.                            Suite 1204
              c/o Apartment Investment and      Dallas, Texas 75225
                Management Company              Attn:  David W. Richardson, Esq.
              2000 South Colorado Boulevard     Facsimile No. (214) 361-7842
              Tower Two, Suite 2-1000
              Denver, Colorado  80222
              Attn:  Mr. Mark Reoch
              Facsimile No. (303) 692-0786
  
                    With a copy to              If to Escrow Agent:
  
              Jackson Walker L.L.P.             Stewart Title Guaranty Company,
              112 E. Pecan St., Suite 2100      1980 Post Oak Boulevard
              San Antonio, Texas  78205         Suite 610
              Attn: Eileen E. Scherlen, Esq.    Houston, Texas 77056
                                                Attn:  Wendy Howell
                                                Facsimile No. (713) 552-1703
  
        Any party may change the address to which  Notices are to be  addressed by
  giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
  Notices, requests, demands and other communications shall be deemed to have been
  delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
  (ii) as of the day of receipt or attempted delivery date in the case of delivery
  by air courier,  or (iii) as of the date of receipt or first attempted delivery,
  as evidenced by the return  receipt card, in the case of mailing by certified or
  registered United States mail.
  
  9. Fee. Escrow Agent shall receive a fee of $300.00 for its services  hereunder,
  and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
  including  reasonable  attorneys'  fees,  incurred  or paid in  connection  with
  carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
  equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
  Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
  fail to act as required by this Escrow Agreement.
  
  10. Titles and Section Headings. Titles of sections and subsections contained in
  this Escrow  Agreement  are inserted for  convenience  of  reference  only,  and
  neither  form a  part  of  this  Escrow  Agreement  or  are  to be  used  in its
  construction or interpretation.
  
  11.  Counterparts.  This  Escrow  Agreement  may be  executed  in any  number of
  counterparts,  each of which shall be deemed an original, but all of which shall
  constitute one and the same instrument.
  
  12. Non-Waiver. No waiver by either party of any breach of any term or condition
  of this Escrow  Agreement  shall operate as a waiver of any other breach of such
  term or condition or of any other term or condition.  No failure to enforce such
  provision  shall operate as a waiver of such provision or of any other provision
  hereof,  or  constitute  or be deemed a waiver or release of any other party for
  anything arising out of, connected with, or based upon this Escrow Agreement.
  
  13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
  benefit of the parties hereto and their respective transferees,  successors, and
  assigns.  The parties  recognize and  acknowledge  that the powers and authority
  granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
  Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
  judgment in the  performance  of any function  hereunder,  except for failure to
  exercise due care, willful breach and willful misconduct.
  
  14. Nonlimitation of Liability.  Nothing contained herein shall in any way limit
  the  liabilities,  obligations and remedies of Seller and Purchaser as set forth
  in the Purchase Contract.
  
  15.  Governing Law. This Escrow  Agreement shall be governed by and construed in
  accordance with the laws of the State of Texas.
  
  16.   Time of Essence.  Time is of the essence of this Escrow Agreement.
  
  17. Entire Agreement;  Modification.  This Escrow Agreement supersedes all prior
  agreements  and  constitutes  the entire  agreement  with respect to the subject
  matter hereof.  It may not be altered or modified without the written consent of
  all parties.
  
        In witness  whereof  each of the  parties  hereto has caused  this  Escrow
  Agreement to be executed  under seal on its behalf by duly  authorized  persons,
  all as of the day and year first above written.
  
                                       Seller:
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
  
                                    Escrow Agent:
  
                                      Stewart Title Guaranty Service
  
                                      By:
                                      Name:
                                      Title:
  
                                      EXHIBIT E
  
                            FORM OF SPECIAL WARRANTY DEED
  
                                     (LOUISIANA)
  
  THE STATE OF LOUISIANA      ss.
                              ss.
  PARISH OF CADDO             ss.
  
  
        BE IT KNOWN, that on the dates and at the places  hereinafter set forth in
  the presence of the undersigned Notaries Public, duly commissioned and qualified
  in  and  for  their  respective  jurisdictions,  and  in  the  presence  of  the
  undersigned competent witnesses, personally came and appeared:
  
  CONSOLIDATED CAPITAL EQUITY PARTNERS,  L.P., a California limited partnership,
      domiciled in the City of Denver, State of Colorado,
  
  hereinafter referred to as "SELLER", which declared that:
  
        It does by these presents, GRANT, BARGAIN, SELL, CONVEY AND DELIVER, unto:
  
  WINSTON ACQUISITION  CORPORATION,  a Texas corporation,  domiciled in the City
       of Dallas, State of Texas,
  
  hereinafter referred to as "PURCHASER",  all of its interest in and to all those
  certain  lots,  tracts  or  parcels  of land in Caddo  Parish,  Louisiana,  more
  particularly described on Exhibit "A" attached hereto and incorporated herein by
  this reference for all purposes, together with all the improvements,  structures
  and fixtures  situated  thereon,  and all  appurtenances,  rights and privileges
  thereunto attached or in anywise belonging (the "Property");
  
        EXCEPT THAT,  this  conveyance is expressly  made subject to the Permitted
  Exceptions  described in Exhibit "B" hereto,  to the extent the same are validly
  existing and applicable to the Property (the "Permitted Encumbrances").
  
        This  sale is made for and in  consideration  of the sum of  $4,850,000.00
  cash in hand paid, and other good and valuable consideration, the sufficiency of
  which is hereby acknowledged and confessed.
  
        TO HAVE AND TO HOLD the  above  described  premises  unto  Purchaser,  its
  successors  and  assigns  forever,  and Seller  does  hereby  bind  itself,  its
  successors  and  assigns  to  forever  warrant  and defend  said  premises  unto
  Purchaser,  its successors  and assigns  against the lawful claims of any person
  now  claiming  or to claim  the same or any part  thereof  by  through  or under
  Seller, but not otherwise, subject only to the Permitted Encumbrances.
  
        In  addition,   Seller  hereby   conveys  to   Purchaser,   for  the  same
  consideration set forth above and subject to the same  consideration set for the
  above and subject to the Permitted  Encumbrances,  all of Seller's right,  title
  and interest,  if any, in and to adjacent  streets,  alleys,  rights-of-way  and
  strips and gores of land abutting or adjoining the Property.
  
        EXCEPT  AS TO THE  SPECIAL  WARRANTY  OF  TITLE  SET  FORTH  ABOVE , IT IS
  EXPRESSLY UNDERSTOOD AND AGREED THAT THE GRANT AND CONVEYANCE OF THE PROPERTY IS
  "AS-IS",  "WHERE-IS" AND "WITH ALL FAULTS" OF ANY KIND,  SELLER HAS NOT MADE AND
  DOES NOT  MAKE ANY  REPRESENTATIONS  OR  WARRANTIES,  EXPRESS  OR  IMPLIED,  AND
  EXPRESSLY  DISCLAIMS  WARRANTIES,   EXPRESS  OR  IMPLIED,  AS  TO  THE  FITNESS,
  MERCHANTABILITY  OR HABITABILITY OF THE PROPERTY,  FITNESS OF THE PROPERTY FOR A
  PARTICULAR  PURPOSE OR OTHERWISE.  PURCHASER,  BY ITS  ACCEPTANCE  HEREOF,  DOES
  HEREBY  RELEASE  AND FOREVER  DISCHARGE  SELLER,  ITS  OFFICERS,  DIRECTORS  AND
  TRUSTEES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM ANY
  AND ALL  CLAIMS,  OBLIGATIONS  AND  LIABILITIES  (WHETHER  BASED IN TORT,  UNDER
  CONTRACT  OR  OTHERWISE)  ATTRIBUTABLE,  IN  WHOLE  OR  IN  PART,  TO  ANY  SUCH
  REPRESENTATION  (OTHER  THAN THE  SPECIAL  WARRANTY  OF TITLE SET FORTH  HEREIN)
  AND/OR ALLEGED REPRESENTATION.
  
        Purchaser, by its acceptance hereof, hereby assumes payment of all standby
  charges,  ad valorem real estate taxes and assessments  with respect to the 2000
  calendar year and subsequent calendar years not yet due and payable, each to the
  extent attributable to all or any portion of the Property.
  
        Purchaser's address:
  
              5495 Beltline Road, Suite 330
              Dallas, Texas 75240
  
        Attached  hereto  as  Exhibit  "C"  is a  true  and  correct  copy  of the
  authorizing resolutions of Seller's general partner,  authorizing the conveyance
  of the Property to Purchaser
  
        THUS DONE AND  SIGNED in the City of Denver,  County of  Denver,  State of
  Colorado,  by Seller, on the ________ day of ________,  2000, in the presence of
  the undersigned  competent witnesses and me, Notary Public, after due reading of
  the whole.
  
  WITNESSES:                          CONSOLIDATED CAPITAL EQUITY
  
                                      PARTNERS, L.P.
                                      a California limited partnership
  ---------------------------
                                      By:   _____________________________
                                      Name: _____________________________
  ___________________________         Title:  ______________________________
  
  
  
  
  NOTARY PUBLIC My commission expires:
  
        THUS  DONE  AND  SIGNED  in the  City  of  __________________,  County  of
  __________________,  State of __________________,  by Purchaser,  on the _______
  day of  _____________,  2000,  in the  presence  of  the  undersigned  competent
  witnesses and me, Notary Public, after due reading of the whole.
  
  WITNESSES:                          WINSTON ACQUISITION CORPORATION
  
                                      a Texas corporation
  
  __________________________          By: ____________________
                                      Name: _________________
                                      Title: __________________
  
  --------------------------
  
  
  
  
  NOTARY PUBLIC
  My commission expires:                                .
  
  
  
  
                                      EXHIBIT F
  
                                FORM OF BILL OF SALE
  
        This Bill of Sale  ("Assignment")  is executed by CAPITAL EQUITY PARTNERS,
  L.P.,  a  California  limited  partnership  ("Seller"),   in  favor  of  WINSTON
  ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
        Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
  Contract and dated as of April 3, 2000  ("Purchase  Contract"),  in which Seller
  has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
  described in Exhibit "A" attached thereto and the  improvements  located thereon
  (collectively, the "Project").
  
        Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
  recourse or warranty, to Purchaser all of Seller's right, title and interest, if
  any, in and to the Property (as hereinafter defined).
  
        NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
  sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
  follows:
  
        1. As used herein,  the term "Property" shall mean the following  property
  to the extent  said  property  is owned by Seller  and used in,  held for use in
  connection with, or necessary for the operation of the Project:
  
       a.   Property  Contracts.  All of Seller's  rights and  interests in and to
            purchase orders, maintenance,  service or utility contracts or similar
            contracts which relate to the ownership, maintenance,  construction or
            repair  or  operation   of  the  Project,   but  only  to  the  extent
            transferable.
  
       b.   Leases.  All of  Seller's  rights  and  interests  in  and to  leases,
            subleases,  and other occupancy agreements,  whether or not of record,
            which  provide  for use or  occupancy  of  space or  facilities  on or
            relating to the Project.
  
       c.   Security Deposits.  All of Seller's rights and interests in and to any
            and all (i) prepaid rent held as security, (ii) security deposits, and
            (iii) pet  deposits,  if any,  held by Seller  under any of the leases
            assigned pursuant hereto.
  
       d.   Licenses and Permits.  All of Seller's  rights and interests in and to
            all licenses or permits  granted by  governmental  authorities  having
            jurisdiction  over  the  Project  and  utilized  with  respect  to the
            Project.
  
       e.   Fixtures and Tangible  Personal  Property.  All of Sellers  rights and
            interests in and to all fixtures,  furniture,  furnishings,  fittings,
            equipment, machinery, computers (to the extent located on the Property
            and owned by  Seller),  fax  machines  (to the  extent  located on the
            Property and owned by Seller),  copiers (to the extent  located on the
            Property  and  owned  by  Seller),  apparatus,  appliances  and  other
            articles of tangible  personal  property now located on the Project or
            in the improvements thereon and used in connection with any present or
            future occupation or operation of all or any part of the Project,  but
            only to the extent transferable.
  
              The term "Property"  shall not include any of the foregoing:  (i) to
  the extent the same are excluded or reserved to Seller  pursuant to the Purchase
  Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
  the sale or transfer  thereof  requires  consent or approval of any third party,
  which consent or approval is not obtained by Seller. Nothing herein shall create
  a transfer or assignment of intellectual property or similar assets of Seller.
  
       2. Assignment. Seller hereby assigns, sells and transfers, without recourse
  or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
  and to the Property, subject to any rights of consent as provided therein.
  
        3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
  liabilities  and  obligations of the Seller in connection  with the Property and
  agrees to perform all of the covenants  and  obligations  of Seller  thereunder.
  Purchaser further agrees to indemnify,  defend and hold Seller harmless from and
  against any and all cost,  loss,  harm or damage  which may arise in  connection
  with the  Property,  pertaining  to acts  arising on and after the date  hereof.
  Seller further agrees to indemnify,  defend and hold Purchaser harmless from and
  against any and all cost,  loss,  harm or damage  which may arise in  connection
  with the Property arising prior to the date hereof.
  
       4. Counterparts.  This Assignment may be executed in counterparts,  each of
  which shall be deemed an original,  and both of which together shall  constitute
  one and the same instrument.
  
        5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
  party to enforce its rights under this Assignment,  the prevailing party in such
  action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
  expenses incurred in such action or proceeding,  including reasonable attorneys'
  fees and costs, in addition to any other relief awarded by the court.
  
        6.    Applicable Law. This Assignment shall be governed by and interpreted
  in accordance with the laws of the State in which the Property is located.
  
        7.    Titles and Section Headings.  Titles of sections and subsections
  contained in this Assignment are inserted for convenience of reference only, and
  neither form a part of this Assignment or are to be used in its construction or
  interpretation.
  
       8. Binding  Effect.This  Assignment  shall be binding upon and inure to the
  benefit of the parties hereto and their respective transferees,  successors, and
  assigns.
  
       9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
  agreements  and  constitutes  the entire  agreement  with respect to the subject
  matter hereof.  It may not be altered or modified without the written consent of
  all parties.
  
        WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
  PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
  WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
  IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
  FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.
  
  WITNESS the signatures and seals of the undersigned.
  
  Dated:                  , 2000
  
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
  
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                      EXHIBIT G
  
                                 GENERAL ASSIGNMENT
  
        This General Assignment ("Assignment") is executed by CONSOLIDATED CAPITAL
  EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  in favor of
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
        Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
  Contract and dated as of April 3, 2000  ("Purchase  Contract"),  in which Seller
  has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
  described in Exhibit "A" attached thereto and the  improvements  located thereon
  collectively,  the "Project").  Capitalized  terms not otherwise  defined herein
  shall have the meaning ascribed to them in the Purchase Contract.
  
        Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
  recourse or warranty, to Purchaser all of Seller's right, title and interest, if
  any, in and to the Miscellaneous Property Assets (as hereinafter defined).
  
        NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
  sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
  follows:
  
        1. As used herein, the term "Miscellaneous Property Assets" shall mean all
  contract rights,  leases,  concessions,  warranties,  plans, drawings, and other
  items of intangible  personal property relating to the ownership or operation of
  the Property and owned by Seller, but only to the extent transferable.  The term
  "Miscellaneous Assets" shall also include the following,  but only to the extent
  owned by Seller  and in  Seller's  possession:  site  plans,  surveys,  soil and
  substrata  studies,   architectural   renderings,   plans  and   specifications,
  engineering plans and studies, floor plans, tenant data sheets,  landscape plans
  and other plans or studies of any kind, if any,  which relate to the Land and or
  the  Improvements  or the  Fixtures  and Tangible  Personal  Property.  The term
  "Miscellaneous  Property Assets" shall also include all of Seller's  rights,  if
  any, in and to the name "Shirewood Townhomes".
  
        2. The term  "Miscellaneous  Property Assets" shall not include any of the
  foregoing:  (i) to the  extent  the same are  excluded  or  reserved  to  Seller
  pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
  (ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
  approval  of any third  party,  which  consent or  approval  is not  obtained by
  Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
  property or similar assets of Seller.
  
       3. Assignment. Seller hereby assigns, sells and transfers, without recourse
  or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
  and to the  Miscellaneous  Property Assets,  subject to any rights of consent as
  provided therein.
  
        4. Assumption. Purchaser expressly agrees to assume and hereby assumes all
  liabilities and  obligations of the Seller in connection with the  Miscellaneous
  Property  Assets and agrees to perform all of the covenants and  obligations  of
  Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
  harmless from and against any and all cost, loss, harm or damage which may arise
  in connection with the Miscellaneous Property Assets, pertaining to acts arising
  on and after the date hereof.  Seller  further  agrees to indemnify,  defend and
  hold Purchaser  harmless from and against any and all cost, loss, harm or damage
  which may arise in connection  with the  Miscellaneous  Property  Assets arising
  prior to the date hereof.
  
       5. Counterparts.  This Assignment may be executed in counterparts,  each of
  which shall be deemed an original,  and both of which together shall  constitute
  one and the same instrument.
  
        6.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
  party to enforce its rights under this Assignment,  the prevailing party in such
  action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
  expenses incurred in such action or proceeding,  including reasonable attorneys'
  fees and costs, in addition to any other relief awarded by the court.
  
       7. Applicable Law. This Assignment  shall be governed by and interpreted in
  accordance with the laws of the State in which the Project is located.
  
       8.  Titles  and  Section  Headings.  Titles  of  sections  and  subsections
  contained in this Assignment are inserted for convenience of reference only, and
  neither form a part of this Assignment or are to be used in its  construction or
  interpretation.
  
       9. Binding Effect.  This Assignment  shall be binding upon and inure to the
  benefit of the parties hereto and their respective transferees,  successors, and
  assigns.
  
       10. Entire Agreement;  Modification.  This Assignment  supersedes all prior
  agreements  and  constitutes  the entire  agreement  with respect to the subject
  matter hereof.  It may not be altered or modified without the written consent of
  all parties.
  
        WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
  PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
  WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
  IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
  FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.
  
  WITNESS the signatures and seals of the undersigned.
  
  Dated:  ___________, 2000
  
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
  
                                      EXHIBIT H
  
  Tenants at Shirewood Townhomes
  1103 Dudley Drive
  Shreveport, Louisiana  71104
  
                                      Re:   Your lease at _______________________
  
  Dear Tenant:
  
        Effective  as  of  ________________,  2000,  CONSOLIDATED  CAPITAL  EQUITY
  PARTNERS,  L.P., a California limited  partnership (the "Seller"),  has sold the
  Shirewood  Townhomes located at 1103 Dudley Drive,  Shreveport,  Louisiana 71104
  (and has  assigned  your  lease) to  Winston  Acquisition  Corporation,  a Texas
  corporation (the "Purchaser").  In connection with such sale and assignment, the
  Purchaser has assumed the Seller's  obligations as landlord under your lease and
  has also been transferred any unapplied and refundable  portion of your security
  deposit(s).      The     amount     of     your     security      deposit     is
  $______________________________.
  
        All rent  thereafter  due  should be made  payable  to the  Purchaser  and
  forwarded to the following address:
  
        ========================
        ------------------------
  
        All inquiries you may have should be addressed to the property  manager at
  the address set forth above.
  
                                  Very truly yours,
  
                                  Winston Acquisition Corp., a Texas corporation
  
                                  By:
                                  Name:
                                  Title:
  
  
  
                                      EXHIBIT I
  
                             LEAD-BASED PAINT DISCLOSURE
  
        Every  purchaser  of any  interest  in  residential  property  on  which a
  residential  dwelling was built prior to 1978 is notified that such property may
  present  exposure to lead from lead-based paint that may place young children at
  risk of developing lead poisoning.  Lead poisoning in young children may produce
  permanent  neurological  damage,   including  learning   disabilities,   reduced
  intelligence quotient,  behavioral problems, and impaired memory. Lead poisoning
  also poses a particular  risk to pregnant  women.  The seller of any interest in
  residential  real  property  is  required  to  provide  the  Purchaser  with any
  information on lead-based  paint hazards from risk assessments or inspections in
  the seller's  possession and notify the Purchaser of any known  lead-based paint
  hazards.  A risk assessment or inspection for possible  lead-based paint hazards
  is recommended prior to purchase.
  
  1. Except as set forth in Exhibit A attached hereto,  Seller has no knowledge of
  the presence of lead-based paint and/or  lead-based paint hazards in the housing
  located on the Land. To the best of Seller's  knowledge,  except as set forth in
  Exhibit B attached hereto,  there are no records or reports  available to Seller
  pertaining to lead-based  paint and/or  lead-based  paint hazards in the housing
  located on the Land.
  
  2. Purchaser  affirms that it has received from Seller the pamphlet Protect your
  Family from Lead in Your Home.  3.  Purchaser  affirms  that it has received the
  opportunity  to conduct a risk  assessment  or  inspection  for the  presence of
  lead-based  paint  and/or  lead-based  paint  hazards  required  by 24  CFR  ss.
  35.90(a).
  
        Seller and Purchaser  hereby certify that, to the best of their knowledge,
  their respective statements made above are accurate.
  
  Dated:                        .
  
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
  
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
  
  
                                  SCHEDULE 1.1.6(a)
  
  None
  
  
                                  SCHEDULE 1.1.6(b)
  
  None
  
  
  
                                    SCHEDULE 5.4
  
            1.   A current "Rent Roll"  (herein so called)  prepared (by Seller or
                 its  management  company) as of the first day of the month of the
                 Effective  Date,  which Rent Roll shall  reflect,  as of the date
                 thereof,  in relation to Leases and or other  tenancy  agreements
                 with  respect  to the  Project  executed  and in effect as of the
                 Effective Date, unit numbers,  tenant names,  monthly rental, the
                 amount of the tenant's security deposit,  and the expiration date
                 of each Lease.  The Rent Roll shall be promptly  updated upon the
                 request of Purchaser,  but not more frequently  than monthly.  At
                 Closing, Seller shall provide Purchaser with an updated Rent Roll
                 dated not earlier than five (5) days prior to Closing;
  
            2.   Copies of the tax  statements  for the  Property  for the current
                 year (if issued), 1998 and 1999 (to the extent available);
  
            3.   Copies  of  monthly  operating  statements,  monthly  income  and
                 expense  reports,  and monthly rent rolls for calendar year 2000,
                 year to date,  together  with a year end annual rental report for
                 the calendar years 1998 and 1999;
  
            4.   Copies of the original certificates of occupancy for the Property
                 (to the extent available);
  
            5.   A schedule listing monthly physical  occupancy for calendar years
                 1998, 1999 and 2000 year to date (to the extent available);
  
            6.   Copies of water/sewer,  gas and electricity  bills for each month
                 during 1999 and 2000 year to date (to the extent available);
  
            7.   All notices or  correspondence  from any taxing  authority or tax
                 appraisal  district  for  1998,  1999  and  2000  (to the  extent
                 available  and  without  investigation  beyond  what  is  in  the
                 possession of Manager).
  
  
  
                                    SCHEDULE 7.3
  
  Project                               Seller
  
  Prime Crest Apartments                Ambassador VIII, L.P.
  9001 Northgate Boulevard
  Austin, Texas 78758
  
  
  Royal Crest Apartments             Ambassador VIII, L.P.
  9300 Northgate Boulevard
  Austin, Texas 78758
  
  
  Easton Terrace I Apartments        Easton Terrace I Associates Limited
                                     Partnership
  
  10429 Lone Tree
  Dallas, Texas 75218
  
  
  Easton Terrace II Apartments       Easton   Terrace  III   Associates   Limited
                                     Partnership
  
  10429 Lone Tree
  Dallas, Texas 75218
  
  
  Northlake Terrace Apartments       North  Lake   Terrace   Associates   Limited
                                     Partnership
  
  8501 Lullwater
  Dallas, Texas 75238
  
  
  Northwest Terrace Apartments       Northwest   Terrace    Associates    Limited
                                     Partnership
  
  8501 Lullwater
  Dallas, Texas 75238
  
  
  The Mills Apartments                  Ambassador VIII, L.P.
  10225 Bissonnett
  Houston, Texas 77036
  
  
  The Pines of Northwest Crossing       Houston Pines
  7200 Pinemont
  
  Houston, Texas 77040
  
  
  
  Shirewood Townhomes                   Consolidated Capital Equity Partners, L.P.
  1103 Dudley Drive
  Shreveport, Louisiana 71104
  
  
  
  ARTICLE 1   DEFINED TERMS...................................................1
  
  ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................4
  
  ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................4
  
  ARTICLE 4   FINANCING.......................................................5
  
  ARTICLE 5   INSPECTIONS.....................................................5
  
  ARTICLE 6   TITLE...........................................................7
  
  ARTICLE 7   CLOSING.........................................................9
  
  ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS
              OF SELLER AND PURCHASER........................................13
  
  ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................18
  
  ARTICLE 10  BROKERAGE......................................................20
  
  ARTICLE 11  POSSESSION.....................................................20
  
  ARTICLE 12  DEFAULTS AND REMEDIES..........................................20
  
  ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................21
  
  ARTICLE 14  LEAD-BASED PAINT DISCLOSURE....................................21
  
  ARTICLE 15  EMINENT DOMAIN.................................................22
  
  ARTICLE 16  MISCELLANEOUS..................................................22
  
  
  
                                                                     EXHIBIT 10.26
  
                                   FIRST AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS FIRST  AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the 3rd day of  April,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
                                      RECITALS
  
        A.....Purchaser  and Seller have entered  into that  certain  Purchase and
  Sale  Contract (the  "Purchase  Contract")  dated as of April 3, 2000,  covering
  certain  parcels of real  property  located  in Dallas  County,  Texas,  as more
  particularly  described in the Purchase Contract. All capitalized terms used but
  not defined in this  Amendment  shall have the  meaning  ascribed to them in the
  Agreement.
  
        B.....Purchaser  and  Seller  desire to amend  the  Purchase  Contract  in
  certain respects, as set forth below.
  
                                     AGREEMENTS
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
        1.....Section  6.1 shall be  amended  and  modified  such that the date of
  "April 7, 2000",  contained in the second sentence thereof,  shall be changed to
  "April 10, 2000".
  
        2.....Section 7.1.2 shall be amended and modified to add an "(a) after the
  word  "extended"  in the first line  thereof,  and,  at the end of such  Section
  before the ".", the following:
  
         "(b) at the option of Purchaser to a date not later than thirty (30) days
         following the Closing Date specified above,  such option to be subject to
         and  exercisable  by the  delivery,  not less than five (5) Business Days
         prior to the Closing  Date,  of (i)  written  notice to Seller and Escrow
         Agent of  Purchaser's  election to exercise  such option and (ii) deposit
         with Escrow Agent of an increase to the Deposit in the additional  amount
         of $14,000.00,  paid in immediately available funds. The increased amount
         of the Deposit shall be non-refundable in all events and shall be paid to
         Seller concurrently with the disbursement of the Deposit to either Seller
         or Buyer in  accordance  with the terms of this  Purchase  Contract,  but
         shall be credited toward the Purchase Price at Closing."
  
         3....Section 7.3 is hereby amended and modified to insert "(other than by
  reason of any  termination  pursuant  to Section  6.7)"  after the words "in the
  event any of the purchase contracts for the Related Properties are terminated or
  cancelled by Purchaser for any reason" in the third sentence thereof.
  
        4.....Except  as modified by this Amendment,  the Purchase  Contract is in
  full force and effect as originally written.  This Amendment may be executed (a)
  by facsimile transmission,  the same of which will be treated as an original and
  (b) in one or more  counterparts,  each of which shall be deemed an original and
  all of which combined shall constitute one and the same instrument.  Each of the
  parties executing this Amendment  represents and warrants that it has been fully
  authorized and has the requisite  authority to bind the respective  party to the
  terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,   a   Texas
                                      corporation
  
                                      By:
                                      Name:
                                      Title:
  
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Holdings, Inc.,
                                           a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
  
                                                                     EXHIBIT 10.27
  
                                  SECOND AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the 17th day of April,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
                                      RECITALS:
  
        A.  Purchaser and Seller have entered into that certain  Purchase and Sale
  Contract  (as  amended,  the  "Purchase  Contract")  dated as of April 3,  2000,
  covering  certain parcels of real property  located in Dallas County,  Texas, as
  more particularly described in the Purchase Contract.
  
        B. The Purchase  Contract  was amended and modified by that certain  First
  Amendment  to  Purchase  and Sale  Contract,  dated as of April 3, 2000,  by and
  between Purchaser and Seller.
  
       C.  Purchaser  and Seller  desire to again amend the  Purchase  Contract in
  certain respects, as set forth below.
  
       D. All capitalized  terms used but not defined in this Amendment shall have
  the meaning ascribed to them in the Agreement.
  
                                     AGREEMENTS:
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
        1. Section 6.2 of the  Agreement  shall be amended and modified  such that
  all  references  contained  in such  section  to the date which is five (5) days
  after Seller's  Receipt of the Objection  Notice shall be extended to 5:00 p.m.,
  Dallas, Texas time, of April 18, 2000.
  
        2. Section 16.6 of the Agreement and each other notice provision referring
  to Seller  contained  in any of the Exhibits to the  Agreement,  even though not
  specifically  identified herein, shall be amended and modified to substitute for
  the facsimile number of Seller  contained  therein the following  number:  (303)
  691-5662.
  
        3. Except as modified by this Amendment,  the Purchase Contract is in full
  force and effect as originally  written.  This  Amendment may be executed (a) by
  facsimile transmission, the same of which will be treated as an original and (b)
  in one or more  counterparts,  each of which shall be deemed an original and all
  of which combined  shall  constitute  one and the same  instrument.  Each of the
  parties executing this Amendment  represents and warrants that it has been fully
  authorized and has the requisite  authority to bind the respective  party to the
  terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                            PURCHASER:
  
                                            Winston Acquisition Corporation,
                                            a Texas corporation
  
                                            By:   ______________________________
                                            Name: ______________________________
                                            Title:______________________________
  
  
                                            SELLER:
  
                                     Consolidated Capital Equity Partners, L.P.,
                                     a California limited partnership
  
                                           By: ConCap Holdings, Inc.,
                                               a Texas corporation
                                           By:   ________________________
                                           Name:       ________________________
                                           Title:      ________________________
  
  
  
                                                                   EXHIBIT 10.28
  
                                   THIRD AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS THIRD  AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the  19th  day of May,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
                                      RECITALS:
  
        A.  Purchaser and Seller have entered into that certain  Purchase and Sale
  Contract (the "Purchase  Contract") dated as of April 3, 2000,  covering certain
  parcels of real property located in Dallas County,  Texas, as more  particularly
  described in the Purchase Contract.
  
        B. The Purchase  Contract  was amended and modified by that certain  First
  Amendment to Purchase and Sale  Contract  (the "First  Amendment"),  dated as of
  April 3, 2000, by and between Purchaser and Seller.
  
        C. The Purchase  Contract  was again  amended and modified by that certain
  Second Amendment to Purchase and Sale Contract (the "Second  Amendment"),  dated
  as of April 17, 2000, by and between Purchaser and Seller.
  
       D.  Purchaser  and Seller  desire to again amend the  Purchase  Contract in
  certain respects, as set forth below.
  
        E. All capitalized terms used but not defined in this Amendment shall have
  the meaning ascribed to them in the Purchase  Contract,  as amended by the First
  Amendment and the Second  Amendment  (all  references  to the Purchase  Contract
  shall  hereinafter  refer to the  Purchase  Contract  as  amended  by the  First
  Amendment and the Second Amendment).
  
                                     AGREEMENTS:
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
        1. Section 7.1.1 of the Purchase  Contract is hereby amended such that the
  date of the Closing stated therein shall be July 14, 2000.
  
       2.  Section  7.1.2.  of the Purchase  Contract is hereby  amended such that
  Subsection 7.1.2(b) thereof is hereby deleted in its entirety.
  
  
        3. Except as  modified  by this  Amendment,  the First  Amendment  and the
  Second  Amendment,  the  Purchase  Contract  is in  full  force  and  effect  as
  originally   written.   This   Amendment   may  be  executed  (a)  by  facsimile
  transmission, the same of which will be treated as an original and (b) in one or
  more  counterparts,  each of which shall be deemed an original  and all of which
  combined  shall  constitute  one and the same  instrument.  Each of the  parties
  executing  this  Amendment  represents  and  warrants  that  it has  been  fully
  authorized and has the requisite  authority to bind the respective  party to the
  terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                            PURCHASER:
  
                                            Winston Acquisition Corporation,
                                            a Texas corporation
  
                                            By:   ______________________________
                                            Name: ______________________________
                                            Title:______________________________
  
  
                                            SELLER:
  
                                    Consolidated Capital Equity Partners, L.P.,
                                    a California limited partnership
  
                                            By:     ConCap Holdings, Inc.,
                                                    a Texas corporation
  
                                                  By:   ________________________
                                                        Harry Alcock
                                                        Executive Vice President
  
  
  \                                                                 EXHIBIT 10.29
  
                                  FOURTH AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the 14th  day of July,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  SW SHIRE PARTNERS, L. P., a Texas limited partnership ("Purchaser"), assignee of
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Original Purchaser").
  
                                      RECITALS:
  
        A. Original  Purchaser and Seller have entered into that certain  Purchase
  and Sale Contract (the "Purchase  Contract") dated as of April 3, 2000, covering
  certain  parcels of real property  located in Caddo Parish,  Louisiana,  as more
  particularly described in the Purchase Contract.
  
        B. The Purchase  Contract  was amended and modified by that certain  First
  Amendment to Purchase and Sale  Contract  (the "First  Amendment"),  dated as of
  April 3, 2000, by and between Original Purchaser and Seller.
  
        C. The Purchase  Contract  was again  amended and modified by that certain
  Second Amendment to Purchase and Sale Contract (the "Second  Amendment"),  dated
  as of April 17, 2000, by and between Original Purchaser and Seller.
  
  D. The Purchase  Contract was again  amended and modified by that certain  Third
  Amendment to Purchase and Sale Contract (the "Third Amendment"), dated as of May
  19, 2000, by and between Original Purchaser and Seller.
  
        E. Original  Purchaser  assigned its interest in the Purchase  Contract to
  Purchaser  pursuant to that certain  Assignment  of Purchase  and Sale  Contract
  dated effective as of June 27, 2000.
  
        F.    Purchaser and Seller desire to again amend the Purchase Contract in
  certain respects, as set forth below.
  
  
        G. All capitalized terms used but not defined in this Amendment shall have
  the meaning ascribed to them in the Purchase  Contract,  as amended by the First
  Amendment,  the Second  Amendment and the Third Amendment (all references to the
  Purchase Contract shall hereinafter refer to the Purchase Contract as amended by
  the First Amendment, the Second Amendment and the Third Amendment).
  
  
                                     AGREEMENTS:
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
  1. The  definition  of "Closing  Date"  contained in Section 1.1 of the Purchase
  Contract is hereby amended and restated in its entirety as follows:
  
              1.1.3.  "Closing  Date"  means  the  effective  date  on  which  all
        conditions to the consummation of the Closing,  other than (a) the payment
        of the  Purchase  Price,  (b)  the  discharge  and  release  of all  liens
        affecting the Property,  (c) the  termination of the Management  Contract,
        and (d) the  issuance to Purchaser  of the Title  Policy,  shall have been
        satisfied.
  
       2. Section 7.1.1 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
  7.1.1  The Closing  shall occur on July 21, 2000,  through an escrow with Escrow
         Agent (the "Closing  Escrow")  established  not later than July 14, 2000.
         July 14, 2000 shall be the "Closing  Date" and the effective  date of the
         conveyance of the Property from Seller to  Purchaser.  Seller,  Purchaser
         and their attorneys need not be physically  present at the Closing or the
         establishment of the Closing Escrow,  and may deliver  documents into the
         Closing  Escrow by overnight  air courier or other means under letters of
         instruction  from the  respective  attorneys  for Seller  and  Purchaser,
         and/or either of them.
  
       3. Section 7.1.2 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
              7.1.2 The Closing  Date (and the  Closing)  may be extended  without
        penalty at the option of Seller to a date not later than  thirty (30) days
        following  the  Closing  Date and  Closing  specified  above to  satisfy a
        condition  to be  satisfied  by Seller,  or such later date as is mutually
        acceptable to Seller and Purchaser.
  
       4. Section 7.2.1 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
              7.2.1 On the Closing  Date,  Seller  shall  deliver into the Closing
        Escrow  each of the  following  items,  as  applicable,  unless  otherwise
        provided below:
  
  
  <PAGE>
  
  
       5. Section 7.2.1.8 of the Purchase  Contract is hereby amended and restated
  in its entirety as follows:
  
       7.2.1.8 Evidence that the Management Agreement will be terminated effective
  as of the Closing.
  
       6. Section 7.2.2 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
              7.2.2. On the Closing Date, Purchaser shall deliver into the Closing
        Escrow  each of the  following  items,  as  applicable,  unless  otherwise
        provided below:
  
       7. Section 7.2.2.1.  is amended to be deleted from Section 7.2.2 ., and, in
  lieu thereof, to be replaced with the following:
  
              7.2.2.1 Evidence of the availability of funds to make the payment of
        the Purchase Price due from the Purchaser at the Closing.  If Purchaser is
        obtaining  financing from a third party lender  ("Purchaser's  Lender") as
        the source of the payment of the Purchase Price (the "Acquisition  Loan"),
        then such  evidence  shall  consist of a letter  from  Purchaser's  Lender
        acknowledging all of the documentation required by Purchaser's Lender as a
        conditioned to the making of the Acquisition Loan has been executed and/or
        delivered,  and all  commitment  fees due from  Purchaser  to  Purchaser's
        Lender  have  been  paid,   such  that  (a)  the   Acquisition   Loan  has
        "pre-closed",  meaning all  conditions  to the funding of the  Acquisition
        Loan  have  been  satisfied  other  than the  Purchaser's  contemporaneous
        acquisition  of title to the Property free and clear of the Mortgage,  and
        (b) Purchaser's Lender is obligated to fund the Acquisition Loan under its
        loan commitment to Purchaser.
  
        8. Section  7.2.3 is hereby  amended (a) to  substitute  for the words "at
  Closing," contained in the first line thereof, the words, "on the Closing Date",
  and (b) to insert the words "into the Closing  Escrow" after the word  "deliver"
  in the second line thereof.
  
       9. A new  Section  7.2.4 is  hereby  added,  after  Section  7.2.3,  to the
  Purchase Contract:
  
              7.2.4 Not later than the day of the Closing:
  
                    7.2.4.1  Seller  shall  effect and obtain  the  discharge  and
              release of the liens  encumbering  the Property to be  discharged by
              Seller pursuant to the terms of this Purchase  Contract.  Seller may
              use  any  portion  of the  Purchase  Price  for the  Property(s)  to
              consummate  the same,  provided that Seller shall have  delivered or
              caused to be delivered into the Closing Escrow, by the Closing Date,
              instruments in recordable  form sufficient to satisfy such liens and
              encumbrances of record (or, as to any mortgages or deeds of trust).
  
                    7.2.4.2  Purchaser  shall deliver or cause the delivery to the
              Escrow  Agent of the full  Purchase  Price as  required by ARTICLE 3
              hereof plus or minus the adjustments or prorations  required by this
              Purchase Contract.
  
        10. Section 9.1 and Section 9.2 of the Purchase  Contract shall be, and is
  hereby,  modified to insert the words "as of the Closing  Date" in the following
  provisions:
  
  (a)   at the end of Section 9.1.5;
  
  (b)   at the beginning of Section 9.1.6;
  
  (c)               at the beginning of Section 9.1.8,  provided that the words ",
                    subject only to the  consummation  by Seller of the funding(s)
                    necessary to discharge the Sellers Note  Obligations" are also
                    added after the words  "shall have been  obtained" in the last
                    line thereof;
  
  (d)   at the beginning of Section 9.2.3; and
  
  (e)   at the beginning of Section 9.2.4.
  
        11. Section 13.1 of the Purchase Contract shall be, and is hereby, deleted
  from the Purchase and Sale  Contract,  and Section 13.2 shall be, and is hereby,
  modified to delete the words "and the cost of repair is less than  $150,000," in
  the second line thereof.
  
        12.  Section  15.1 of the  Purchase  Contract  shall  be,  and is  hereby,
  modified  to  substitute  for the word  "Closing"  contained  in the first  line
  thereof, the words "the Closing Date".
  
        13. Except as expressly  modified by this Amendment,  the First Amendment,
  the Second Amendment and the Third Amendment,  the Purchase  Contract is in full
  force and effect as originally written.
  
        14. This Amendment may be executed (a) by facsimile transmission, the same
  of which will be treated as an  original,  and (b) in one or more  counterparts,
  each of which  shall be  deemed  an  original  and all of which  combined  shall
  constitute one and the same instrument.
  
        15. Each of the parties  executing this Amendment  represents and warrants
  that it has been fully  authorized  and has the requisite  authority to bind the
  respective party to the terms hereof.
  
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                     PURCHASER:
  
                                      SW SHIRE PARTNERS, L.P.,
                                       a Texas limited partnership
  
  
                                      By:   SW Shire Investments, Inc., a Texas
                                            corporation,
                                            its general partner
                                      By:__________________________
                                            Richard M. Barge
  
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
                                      a California limited partnership
  
                                      By:   ConCap Holdings, Inc.,
                                              a Texas corporation
  
                                      By:   ________________________
                                            Harry Alcock
                                            Executive Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "CCEP AND WINSTON ACQUISITION", "secsgml_size_bytes": 157207}]
metadata_filer: {"company-data": {"conformed-name": "CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES", "cik": "0000352983", "assigned-sic": "6500", "irs-number": "942744492", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-10831", "film-number": "687230"}, "business-address": {"street1": "55 BEATTIE PLACE", "street2": "PO BOX 1089", "city": "GREENVILLE", "state": "SC", "zip": "29602", "phone": "3037578101"}, "mail-address": {"street1": "1873 SOUTH BELLAIRE STREET 17TH FLOOR", "street2": "PO BOX 1089", "city": "DENVER", "state": "CO", "zip": "80222"}}
text: Form 8-K - CURRENT REPORT
  
                                    UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                           Securities Exchange Act of 1934
  
             Date of Report (Date of earliest event reported) July 21, 2000
  
                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                 (Exact name of registrant as specified in its charter)
  
           California                  0-10831                  95-2744492
         (State or other             (Commission             (I.R.S. Employer
         jurisdiction of             File Number)         Identification Number)
         incorporation)
  
                                  55 Beattie Place
                                Post Office Box 1089
                          Greenville, South Carolina 29602
                        (Address of principal executive offices)
  
                           (Registrant's telephone number)
  
                                   (864) 239-1000
  
                                         N/A
  
             (Former name or former address, if changed since last report)
  
  Item 5.     Other Events
  
  Consolidated   Capital   Institutional    Properties   (the   "Partnership"   or
  "Registrant")  was formed for the benefit of its limited  partners to lend funds
  to Consolidated  Capital Equity Partners ("CCEP").  The Partnership loaned funds
  to CCEP subject to a nonrecourse note with a participation interest (the "Master
  Loan"). As of June 30, 2000, the Partnership's investment in the Master Loan was
  approximately   $67,698,000,   less  an  allowance   for   impairment   loss  of
  approximately $17,417,000, for a net balance of approximately $50,281,000.
  
  On July 21, 2000,  CCEP sold Shirewood  Townhomes,  one of the properties  which
  secured the Master Loan, to an  unaffiliated  third party for net sales proceeds
  of approximately $4,526,000 after payment of closing costs. CCEP realized a gain
  on sale of  approximately  $4,526,000  which will be paid to the  Registrant  as
  payment on the Master Loan.
  
  The Registrant is currently  evaluating its cash needs to determine what portion
  of the funds can be distributed to its partners in the near future.
  
  Item 7.     Financial Statements and Exhibits
  
  (c)   Exhibits
  
        10.25  Purchase and Sale  Contract  between  CCEP and Winston  Acquisition
               Corporation effective July 21, 2000.
  
        10.26  First  Amendment  to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
        10.27  Second  Amendment to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
        10.28  Third  Amendment  to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
        10.29  Fourth  Amendment to Purchase and Sale  Agreement  between CCEP and
               Winston Acquisition Corporation effective July 21, 2000.
  
                                      SIGNATURE
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
  
                                   By: ConCap Equities, Inc.
                                       Its General Partner
  
                                   By: /s/Patrick J. Foye
                                       Patrick J. Foye
                                       Executive Vice President and Director
  
                                Date: August 7, 2000
  
                                                                    EXHIBIT 10.25
  
                             PURCHASE AND SALE CONTRACT
  
                                       BETWEEN
  
                       CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
  
                          a California limited partnership
  
                                      AS SELLER
  
                                         AND
  
                          WINSTON ACQUISITION CORPORATION,
  
                                 a Texas corporation
  
                                    AS PURCHASER
  
                             PURCHASE AND SALE CONTRACT
  
        THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract" or the "Agreement")
  is entered into as of the 3rd day of April,  2000 (the "Effective  Date") by and
  between  CONSOLIDATED  CAPITAL  EQUITY  PARTNERS,  L.P.,  a  California  limited
  partnership,  having a principal address at 2000 South Colorado Boulevard, Tower
  Two, Suite 2-1000,  Denver,  Colorado 80222  ("Seller") and Winston  Acquisition
  Corporation,  a Texas  corporation,  having a principal address at 5495 Beltline
  Road, Suite 330, Dallas, Texas 75240 ("Purchaser").
  
       NOW,  THEREFORE  WITNESSETH:  That  for  and  in  consideration  of  mutual
  covenants and  agreements  hereinafter  set forth,  Seller and Purchaser  hereby
  agree as follows:
  
                                      RECITALS
  
  R-1. Seller holds legal title to the parcel or parcels of real estate located in
  Caddo Parish,  Louisiana,  as more particularly  described in Exhibit A attached
  hereto and made a part hereof.  Improvements  have been  constructed on the land
  described in this Recital.
  
  R-2.  Purchaser  desires  to  purchase  and Seller has agreed to sell such land,
  improvements and certain associated property, defined below as the "Property" on
  the terms and  conditions  set forth below,  (which terms and  conditions  shall
  control  in the event of any  conflict  with these  Recitals),  such that on the
  "Closing Date" (as hereinafter defined) the Property will be conveyed by special
  warranty deed to Purchaser.
  
  R-3.  Purchaser has agreed to pay to Seller the Purchase Price for the Property,
  and  Seller  has  agreed to sell the  Property  to  Purchaser,  on the terms and
  conditions set forth below.
  
                                      ARTICLE 1
  
                                    DEFINED TERMS
  
        1.1 Unless otherwise defined elsewhere herein,  terms with initial capital
  letters in this  Purchase  Contract  shall have the  meanings  set forth in this
  Article 1 below.
  
              1.1.1  "Business  Day" means any day other than a Saturday or Sunday
  or Federal holiday or legal holiday in the State in which the Land is located.
  
              1.1.2 "Closing" means the  consummation of the purchase and sale and
  related  transactions  contemplated by this Purchase Contract in accordance with
  the terms and conditions of this Purchase Contract.
  
              1.1.3 "Closing Date" means the date on which date the Closing of the
  conveyance of the Property is required to be held under the terms and conditions
  of this Purchase  Contract and on which date full payment of the Purchase  Price
  for the Property  shall have been paid to and received by Seller in  immediately
  available U.S. funds.
  
              1.1.4    "Deed" has the meaning given such term in Section 7.2.1.1.
  
              1.1.5 "Excluded Permits" means those Permits which, under applicable
  law, are nontransferable and such other Permits as may be designated as Excluded
  Permits on Exhibit "B", if any, attached hereto.
  
              1.1.6 "Fixtures and Tangible Personal  Property" means all fixtures,
  furniture, furnishings, fittings, equipment, machinery, computers (to the extent
  located  on the  Property  and owned by  Seller),  fax  machines  (to the extent
  located on the Property and owned by Seller),  copiers (to the extent located on
  the Property and owned by Seller),  apparatus,  appliances and other articles of
  tangible  personal property now located on the Land or in the Improvements as of
  the date of this  Purchase  Contract and used or usable in  connection  with any
  present or future  occupation  or operation of all or any part of the  Property,
  but only to the extent  transferable.  The term "Fixtures and Tangible  Personal
  Property"  does not include (i)  equipment  leased by Seller and the interest of
  Seller in any  equipment  provided  to the  Property  for use,  but not owned or
  leased, by Seller, as described on Schedule 1.1.6(a),  or (ii) property owned or
  leased by Tenants and guests,  employees or other  persons  furnishing  goods or
  services to the Property,  as described on Schedule  1.1.6(b) or (iii)  property
  and equipment  owned by Seller,  which in the ordinary course of business of the
  Property is not used  exclusively  for the business,  operation or management of
  the Property or (iv) the property and equipment, if any, expressly identified in
  Exhibit "C".
  
              1.1.7       [Intentionally Deleted]
  
              1.1.8   "Improvements" means all buildings and improvements, located
  on the Land taken "as is".
  
              1.1.9 "Land" means all of those certain  tracts of land described on
  Exhibit "A"  attached  hereto,  and all  rights,  privileges  and  appurtenances
  pertaining thereto.
  
              1.1.10 "Lease(s)" means the interest of Seller in and to all leases,
  subleases  and other  occupancy  agreements,  whether  or not of  record,  which
  provide for the use or  occupancy of space or  facilities  on or relating to the
  Property  and which  are in force as of the  Effective  Date for the  applicable
  Property or thereafter as permitted in Section 8.1.1.11.
  
              1.1.11    "Management   Contract"  means  the  agreement(s)  between
  Seller and Manager pertaining to the Land and Improvements.
  
              1.1.12 "Manager" means AIMCO Properties, LP, a Delaware corporation,
  or one of its affiliates.
  
              1.1.13  "Miscellaneous  Property  Assets" means all contract rights,
  leases, concessions,  warranties,  plans, drawings and other items of intangible
  personal  property  relating to the  ownership  or operation of the Property and
  owned by Seller, but only to the extent  transferable,  excluding,  however, (i)
  receivables,  (ii) Property Contracts,  (iii) Leases, (iv) Permits, (v) Fixtures
  and Tangible  Personal  Property,  (vi) Security  Deposits,  (vii) cash or other
  funds, whether in petty cash or house "banks," or on deposit in bank accounts or
  in transit for deposit, (viii) refunds, rebates or other claims, or any interest
  thereon,  for  periods or events  occurring  prior to the  Closing  Date,  (vix)
  utility and similar  deposits,  or (x) insurance or other prepaid items (but not
  excluding claims, or the right to proceeds payable, against or under policies of
  insurance  with  respect  to any  event or set of facts  occurring  prior to the
  Closing) or (xi) Seller's  proprietary books and records,  (xii) escrows held by
  Mortgagee for real property taxes,  insurance and mortgage  insurance  premiums,
  and (xiii) the Management Contract,  except to the extent that Seller receives a
  credit on the  closing  statement  for any such  item.  The term  "Miscellaneous
  Property Assets" shall also include the following,  but only to the extent owned
  by Seller and in Seller's possession:  site plans,  surveys,  soil and substrata
  studies,  architectural renderings, plans and specifications,  engineering plans
  and studies, floor plans, tenant data sheets, landscape plans and other plans or
  studies of any kind, if any, which relate to the Land and or the Improvements or
  the Fixtures and Tangible Personal Property.  The term  "Miscellaneous  Property
  Assets"  shall also include all of Seller's  rights,  if any, in and to the name
  "Shirewood Townhomes".
  
              1.1.14    [Intentionally Deleted]
  
              1.1.15     [Intentionally Deleted]
  
              1.1.16   "Permits"   means  all  licenses  and  permits  granted  by
  governmental authorities having jurisdiction over the Property in respect of the
  matter to which the applicable license or permit applies and owned by Seller and
  used in or relating to the ownership,  occupancy or operation of the Property or
  any part thereof not subject to a Lease.
  
              1.1.17  "Permitted  Exceptions" means those exceptions or conditions
  permitted  to  encumber  the  title  to the  Property  in  accordance  with  the
  provisions of Section 6.2.
  
              1.1.18  "Property" means the Land and Improvements and all rights of
  Seller relating to the Land and the Improvements,  including without limitation,
  any rights,  title and interest of Seller,  if any, in and to (i) any strips and
  gores adjacent to the Land and any land lying in the bed of any street, road, or
  avenue opened or proposed, in front of or adjoining the Land, to the center line
  thereof;  (ii) any unpaid award for any taking by  condemnation or any damage to
  the Property by reason of a change of grade of any street or highway;  (iii) all
  of the easements,  rights, privileges, and appurtenances belonging or in any way
  appertaining to the Property;  together with all Fixtures and Tangible  Personal
  Property,  the right, if any and only to the extent  transferable,  of Seller in
  and to  Property  Contracts,  Leases,  Security  Deposits,  Permits  other  than
  Excluded Permits and the Miscellaneous Property Assets owned by Seller which are
  located on the Property and used in its operation.
  
              1.1.19 "Property Contracts" means all purchase orders,  maintenance,
  service,  or  utility  contracts  and  similar  contracts,  which  relate to the
  ownership, maintenance,  construction or repair and/or operation of the Property
  and which are not cancelable on 90 days' or shorter Notice, except Leases.
  
              1.1.20 "Purchase  Contract" means this Purchase and Sale Contract by
  and between Seller and Purchaser.
  
              1.1.21 "Purchase Price" means the total  consideration to be paid by
  Purchaser  to Seller for the  purchase  of the  Property as set forth in Section
  3.1.
  
              1.1.22  "Security  Deposits"  means  all (i)  prepaid  rent  held as
  security, (ii) security deposits, and (iii) pet deposits, if any, held by Seller
  under any of the Leases.
  
              1.1.23           [Intentionally Deleted]
  
              1.1.24"Survey" shall have the  meaning  ascribed  thereto in Section
  6.12.
  
              1.1.25  "Tenant"  means any person or entity  entitled to occupy any
  portion of the Property under a Lease.
  
              1.1.26  "Title  Commitment"  or "Title  Commitments"  shall have the
  meaning ascribed thereto in Section 6.1.
  
              1.1.27 "Title Insurer" shall have the  meaning  set forth in Section
  3.1.1.
                                      ARTICLE 2
  
                            PURCHASE AND SALE OF PROPERTY
  
        2.1  Seller  agrees to sell and  convey  the  Property  to  Purchaser  and
  Purchaser  agrees to purchase the Property from Seller,  in accordance  with the
  terms and conditions set forth in this Purchase Contract.
  
                                      ARTICLE 3
  
                              PURCHASE PRICE & DEPOSIT
  
        3.1 The total purchase price ("Purchase  Price") for the Property shall be
  Four Million Eight Hundred Fifty Thousand and No/100 Dollars  ($4,850,000.00  ),
  which shall be paid by Purchaser, as follows:
  
              3.1.1 Not later than 5:00 PM, April 5, 2000  (Houston,  Texas time),
  Purchaser shall deliver to Stewart Title Guaranty Company ("Escrow Agent" or the
  "Title  Insurer")  a deposit  in the sum of  Ninety-Seven  Thousand  and  No/100
  Dollars ($97,000.00),  in cash, (such sum being hereinafter referred to and held
  as the  "Deposit").  Purchaser  and  Seller  each  approve  the  form of  Escrow
  Agreement attached as Exhibit "D". Seller and Purchaser agree that the amount of
  One Hundred and No/100  Dollars  ($100.00)  shall be paid by Purchaser to Seller
  concurrently  with the deposit into escrow of the Deposit,  as consideration for
  Seller's  execution  and delivery of this Purchase  Contract  (the  "Independent
  Contract Consideration").  The Independent Contract Consideration is independent
  of any other  consideration  or payment  provided for in this Purchase  Contract
  and,  notwithstanding  anything to the contrary herein, is non-refundable in all
  events.
  
              3.1.2 The Escrow  Agent shall hold the Deposit and make  delivery of
  the Deposit to the party entitled  thereto under the terms hereof.  Escrow Agent
  shall  invest the Deposit in an  interest-bearing  bank  account  acceptable  to
  Seller  and  Purchaser  at  one  or  more  federally  insured  national  banking
  association(s)  or such  other  investment  as  jointly  directed  by Seller and
  Purchaser  should Seller and Purchaser each in their  respective sole discretion
  determine to issue such joint  investment  instructions to the Escrow Agent, and
  all  interest and income  thereon  shall become part of the Deposit and shall be
  remitted to the party entitled to the Deposit, as set forth below.
  
              3.1.3 If the  sale of the  Property  is  closed  by the  date  fixed
  therefor (or any  extension  date  provided for herein or by the mutual  written
  consent of the  parties  hereto,  given or  withheld  in their  respective  sole
  discretion),  monies held as the Deposit shall be applied to the Purchase  Price
  on the Closing  Date and the balance of the  Purchase  Price,  less  adjustments
  provided for herein, shall be paid at Closing to Seller in immediately available
  funds.  If the sale of the Property is not closed by the date fixed therefor (or
  any such extension  date) owing to failure of  performance by Seller,  Purchaser
  shall be entitled to the remedies set forth in ARTICLE 12 hereof.
  
              3.1.4 If the sale of the  Property  is not  closed by the date fixed
  therefor  (or any such  extension  date)  owing to  failure  of  performance  by
  Purchaser, the Deposit shall be forfeited by Purchaser and the sum thereof shall
  go to Seller forthwith as liquidated  damages for the lost opportunity costs and
  transaction  expenses  incurred by Seller, as more fully set forth in ARTICLE 12
  below.
  
                                      ARTICLE 4
  
                                      FINANCING
  
        4.1 Purchaser assumes full  responsibility to expeditiously and diligently
  initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
  settlement, and Purchaser's acquisition of such funds shall not be a contingency
  to the Closing.
  
                                      ARTICLE 5
  
                                     INSPECTIONS
  
        5.1  Purchaser,  and  its  agents,  contractors,   engineers,   surveyors,
  attorneys, and employees  ("Consultants") shall have the right from time to time
  to enter onto the Property:
  
              5.1.1 To  conduct  and make any and all  customary  studies,  tests,
  examinations and inspections,  or  investigations  of or concerning the Property
  (including without limitation,  engineering and feasibility studies,  evaluation
  of drainage and flood plain, soil tests for bearing capacity and percolation and
  surveys, including topographical surveys).
  
              5.1.2 To confirm any and all matters which  Purchaser may reasonably
  desire to confirm with respect to the Property.
  
              5.1.3 To review and make  copies  (at  Purchaser's  expense)  of all
  insurance policies, Leases, leases from the calendar years 1998 and 1999 (to the
  extent  available) and vendor  invoices for the calendar years 1998 and 1999 (to
  the extent available) other than Seller's proprietary information.
  
        5.2 Purchaser  shall  indemnify  and hold Seller  harmless for any actions
  taken  by  Purchaser  and  its  Consultants  on the  Property.  Purchaser  shall
  indemnify,  defend (with attorneys  selected by Seller) and hold Seller harmless
  from any and all claims,  damages,  costs and  liability  which may arise due to
  such entries, surveys, tests, investigations and the like. Seller shall have the
  right, without limitation,  to disapprove any and all entries,  surveys,  tests,
  investigations  and the like that in their  reasonable  judgment could result in
  any injury to the Property or breach of any  agreement,  or expose Seller to any
  liability,  costs, liens or violations of applicable law, or otherwise adversely
  affect the  Property or Seller's  interest  therein.  Purchaser  shall  exercise
  commercially  reasonable  efforts  to  minimize  disruption  to the  Tenants  in
  connection  with  Purchaser's or its  Consultants'  activities  pursuant to this
  Section.  No  consent  by the  Seller  to any such  activity  shall be deemed to
  constitute  a waiver by Seller or  assumption  of  liability  or risk by Seller.
  Purchaser  hereby agrees to restore the Property to the same condition  existing
  immediately prior to Purchaser's exercise of its rights pursuant to this ARTICLE
  5 at Purchaser's  sole cost and expense.  Purchaser  shall  maintain  commercial
  general  liability  insurance with broad form  contractual  and personal  injury
  liability  endorsements  with respect to Purchaser's  activities on the Property
  pursuant to this Section 5.2, with coverages of not less than  $1,000,000.00 for
  injury or death to any one person and  $3,000,000.00 for injury or death to more
  than one person and  $500,000.00  with respect to property  damage,  by water or
  otherwise.  The  provisions  of  this  Section  shall  survive  the  Closing  or
  termination  of this  Purchase  Contract  for a period  of one (1) year from the
  Execution Date.
  
        5.3 Purchaser  shall not permit any mechanic's or  materialmen's  liens or
  any other liens to attach to the  Property by reason of the  performance  of any
  work or the  purchase  of any  materials  by  Purchaser  or any  other  party in
  connection  with any studies or tests  conducted by or for Purchaser.  Purchaser
  shall give notice to Seller a reasonable  time prior to entry onto the Property,
  shall deliver  proof of insurance  coverage  required  above to Seller and shall
  permit Seller to have a  representative  present during all  investigations  and
  inspections  conducted  with respect to the Property.  Purchaser  shall take all
  reasonable  actions and implement all  protections  necessary to ensure that all
  actions taken in  connection  with the  investigations  and  inspections  of the
  Property, and all equipment, materials and substances generated, used or brought
  onto the  Property  pose no  material  threat to the  safety of  persons  or the
  environment  and cause no damage to the Property or other  property of Seller or
  other  persons.  All  information  made  available  by  Seller to  Purchaser  in
  accordance with this Purchase Contract or obtained by Purchaser in the course of
  its  investigations  shall be treated as confidential  information by Purchaser,
  and, prior to the purchase of the Property by Purchaser, Purchaser shall use its
  best efforts to prevent its  Consultants,  agents and employees  from  divulging
  such  information to any unrelated third parties except as reasonably  necessary
  to third parties  engaged by Purchaser for the limited  purpose of analyzing and
  investigating  such  information for the purpose of consummating the transaction
  contemplated  by this Purchase  Contract,  including  Purchaser's  attorneys and
  representatives, prospective lenders and engineers.
  
        5.4 Seller shall  deliver to Purchaser  within ten (10) calendar days from
  the Effective Date copies of (a) Seller's form  residential  lease  agreement(s)
  used at the Property,  (b) all Property  Contracts,  (c) engineering  studies in
  Seller's  possession or control relating to the Property and prepared for Seller
  by third parties (other than proprietary  information of Seller),  and (d) those
  items set forth in Schedule 5.4 (collectively,  the "Materials"). If the sale of
  the Property is not closed by the date fixed therefor,  Purchaser shall,  within
  five (5) calendar days, return all such Materials to Seller.
  
                                      ARTICLE 6
  
                                        TITLE
  
        6.1  Purchaser   acknowledges  that  it  has  been  provided  with  (a)  a
  preliminary title report or commitment (the "Title Commitment")  prepared by the
  Title Insurer to issue an Owner's Policy of Title Insurance (the "Title Policy")
  insuring  title to the  Property  to be good  and  indefeasible  in an  unstated
  amount,  subject only to the Permitted  Exceptions  (described  below) and other
  liens and encumbrances  not constituting  objections to title in accordance with
  Section 6.5, together with legible copies of all instruments  identified therein
  as exceptions, and (b) Seller's existing survey of the Land and Improvements. On
  or before 5:00 p.m., April 7, 2000 (Houston,  Texas time),  Purchaser shall give
  written notice (the  "Objection  Notice") to the attorneys for the Seller of any
  conditions of title  (including any zoning of the Property which does not permit
  the use of the Property as a multi-family  residential  facility, if applicable)
  subject to which Purchaser is not obligated to take the Property pursuant to the
  provisions of this Purchase Contract (the "Objections"),  separately  specifying
  and setting forth each such objection.
  
        6.2 All matters  disclosed on the Title  Commitment which are not objected
  to in the Objection Notice as timely  delivered,  and any matter affecting title
  to the Property,  even though not reflected in the Title Commitment if resulting
  from any act or failure  to act of  Purchaser,  shall be deemed to be  Permitted
  Exceptions,  other than unpaid liens for real estate and personal property taxes
  for years  prior to the fiscal  year in which the  Closing  Date  occurs and any
  other matter which Seller is obligated to pay and discharge at the Closing under
  this  Purchase  Contract,  and the amount  thereof  chargeable  to Seller,  plus
  interest and  penalties  thereon,  if any,  shall be deducted  from the Purchase
  Price on the Closing Date and paid to the Title  Insurer for the payment of such
  matters. Purchaser agrees to accept title to the Land and Improvements,  so long
  as the same is  indefeasible,  and the Deed shall be  subject  to the  Permitted
  Exceptions. If Seller gives Purchaser notice (the "Response Notice") that Seller
  is unable or unwilling to cure any Objection set forth in the Objection  Notice,
  or if Seller fails to or does not give  Purchaser a Response  Notice,  Purchaser
  may, as its exclusive remedy, elect by written notice to Seller, within five (5)
  days after the  Objection  Notice is given,  either (a) to accept  such title as
  Seller is able to convey  without any  reduction  or  abatement  of the Purchase
  Price,  or (b) to terminate  the Purchase  Contract,  in which event the Deposit
  shall be  returned  to  Purchaser.  If  Purchaser  fails to give  notice  of its
  election to terminate this Agreement within such five (5) day period,  Purchaser
  shall be deemed to have waived such objections and to have elected to proceed to
  close the transactions contemplated by this Purchase Contract.
  
        6.3 After the Execution Date, Seller shall promptly cause Title Insurer to
  reissue the  commitment  in the name of Purchaser for the amount of the Purchase
  Price.  Seller  agrees  that it shall be solely  responsible  for payment of the
  basic premium  relating to the issuance of the Title Policy and Purchaser agrees
  that it shall be solely  responsible for payment of all costs, fees and premiums
  relating to all endorsements or amendments thereof.
  
        6.4   [Intentionally Deleted]
  
        6.5 Seller covenants that it will not voluntarily create or cause any lien
  or  encumbrance  to attach to the  Property  between  the date of this  Purchase
  Contract and the Closing  Date (other than Leases and Property  Contracts in the
  ordinary course of business); any such monetary lien or encumbrance so attaching
  by voluntary act of Seller (hereinafter,  a "Voluntary  Intervening Lien") shall
  be  discharged  by the Seller at or prior to Closing on the Closing  Date or any
  postponed Closing Date. Except as expressly provided above,  Seller shall not be
  required to undertake  efforts to remove any other lien,  encumbrance,  security
  interest, exception, objection or other matter, to make any expenditure of money
  or institute  litigation or any other judicial or administrative  proceeding and
  Seller may elect not to discharge the same;  provided,  however,  if any lien or
  encumbrance  (other than a Voluntary  Intervening Lien) attaches to the Property
  between the date of this Purchase Contract and the Closing Date, Seller shall be
  required to satisfy or  discharge  said lien or  encumbrance  at or prior to the
  Closing,  provided that Seller shall not be required to expend more than $50,000
  in connection  with such  satisfaction  or discharge.  If the amount required to
  satisfy or discharge such lien or encumbrance  exceeds $50,000,  Purchaser shall
  have the option of either (a) paying the excess amount over $50,000  required to
  satisfy  or  discharge  such  lien,  and  proceeding  to  the  Closing,  or  (b)
  terminating this Purchase Contract, in which case, the Deposit shall be returned
  and refunded to  Purchaser  and neither  party shall have any further  liability
  hereunder,  subject to and except for Purchaser's liability under Section 5.2 of
  this Purchase  Contract.  Seller shall have no option to terminate this Purchase
  Contract  if  Purchaser  has  elected  to pay the amount in excess of $50,000 to
  satisfy or discharge such lien or encumbrance.
  
        6.6  Purchaser  may,  at its  sole  cost and  expense,  cause  the  survey
  delivered  to  it by  Seller  to  be  revised,  updated  and/or  recertified  in
  accordance  with  Purchaser's  instructions  (the  "Survey").  In such event, an
  original  counterpart of the Survey shall be promptly  delivered by Purchaser to
  Seller and its attorney.  In the event the perimeter  legal  description  of the
  Property  contained  in the Survey  differs  from that  contained in the deed or
  deeds by which Seller took title to the Property,  the latter  description shall
  be used in the Deed.
  
        6.7 Purchaser,  at Purchaser's sole cost and expense, may also cause to be
  prepared an environmental report for the Property. Seller agrees to cooperate in
  obtaining  permission from  Consultants who prepared any existing  environmental
  reports  with  respect to the  Property  (the  "Environmental  Reports")  in the
  possession  of  Seller  for  Purchaser  to rely on such  Environmental  Reports.
  Purchaser  shall have the right to terminate this Purchase  Contract by delivery
  of written notice to Seller's  attorney not later than April 17, 2000, 5:00 p.m.
  (Houston,  Texas  time) if the  Environmental  Reports  (or other  environmental
  investigations  conducted  by Purchaser or on  Purchaser's  behalf)  contain any
  reasonable  evidence of the use or contamination  of hazardous  substances on or
  about the Property  which are or  reasonably  may be in violation of  applicable
  law,  provided the Purchaser's  written notice sets forth in specific detail the
  matters of use or contamination of hazardous substances which constitute (or may
  reasonably constitute) a violation of applicable law.
  
                                      ARTICLE 7
  
                                       CLOSING
  
      7.1 Dates, Places Of Closing, Prorations, Delinquent Rent and Closing Costs.
  
              7.1.1 The  Closing  shall  occur on June 2, 2000,  through an escrow
  with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be
  physically  present at the Closing and may deliver  documents by  overnight  air
  courier or other means.
  
              7.1.2 The Closing Date may be extended without penalty at the option
  of Seller to a date not later than thirty (30) days  following  the Closing Date
  specified above to satisfy a condition to be satisfied by Seller,  or such later
  date as is mutually acceptable to Seller and Purchaser.
  
              7.1.3  All  normal  and  customarily  proratable  items,  including,
  without  limitation,  rents  and  other  income  from  the  Property  ("Rents'),
  operating expenses,  personal property taxes, other operating expenses and fees,
  shall be prorated as of the Closing Date,  Seller being charged or credited,  as
  appropriate,  for all of same  attributable to the period up to the Closing Date
  (and  credited for any amounts paid by Seller  attributable  to the period on or
  after the Closing Date, if assumed by Purchaser) and Purchaser being responsible
  for, and credited or charged,  as the case may be, for all of same  attributable
  to the period on and after the Closing Date. All unapplied Security Deposits, if
  any,  shall be transferred by Seller to Purchaser at the Closing or Seller shall
  be given a credit  therefor  against the  Purchase  Price,  as Seller may elect.
  Purchaser shall assume at Closing the obligations  under the Property  Contracts
  assumed by Purchaser,  provided that any payments  under the Property  Contracts
  have  been  prorated.  Any real  estate  ad  valorem  or  similar  taxes for the
  Property,  or any  installment  of  assessments  payable in  installments  which
  installment is payable in the calendar year of Closing, shall be prorated to the
  date of Closing, based upon actual days involved. The proration of real property
  taxes or installments of assessments shall be based upon the assessed  valuation
  and tax rate figures for the year in which the Closing  occurs to the extent the
  same are available; provided, that in the event that actual figures (whether for
  the assessed  value of the Property or for the tax rate) for the year of Closing
  are not available at the Closing Date, the proration shall be made using figures
  from the preceding year. The provisions of this Section 7.1.3 shall apply during
  the Proration Period (as defined below).  Rents and all related charges shall be
  prorated based on actual collections as of the Closing Date.
  
              7.1.4 If any of the items subject to proration  hereunder  cannot be
  prorated  at the Closing  because  the  information  necessary  to compute  such
  proration is unavailable,  or if any errors or omissions in computing prorations
  at the Closing are discovered subsequent to the Closing, then such item shall be
  reapportioned  and such errors and  omissions  corrected as soon as  practicable
  after the Closing Date and the proper party  reimbursed,  which obligation shall
  survive the Closing for a period (the "Proration  Period") from the Closing Date
  until one (1) year after the Closing  Date.  Neither party hereto shall have the
  right to require a  recomputation  of a Closing  proration or a correction of an
  error or omission in a Closing  proration unless within the Proration Period one
  of the parties hereto (i) has obtained the previously unavailable information or
  has discovered  the error or omission,  and (ii) has given Notice thereof to the
  other  party  together  with  a copy  of its  good  faith  recomputation  of the
  proration   and  copies  of  all   substantiating   information   used  in  such
  recomputation.  The  failure  of a party to obtain  any  previously  unavailable
  information  or discover an error or omission with respect to an item subject to
  proration  hereunder  and to give Notice  thereof as provided  above  within the
  Proration  Period shall be deemed a waiver of its right to cause a recomputation
  or a  correction  of an error or  omission  with  respect to such item after the
  Closing Date.
  
              7.1.5 If on the  Closing  Date any  Tenant is in arrears in any Rent
  payment under any Tenant lease (the  "Delinquent  Rent"),  any  Delinquent  Rent
  received by  Purchaser  and Seller from such Tenant  after the Closing  shall be
  applied to amounts due and payable by such Tenant during the  following  periods
  in the following  order of priority:  (i) first, to the period of time after the
  Closing Date, and (ii) second, to the period of time before the Closing Date. If
  Delinquent Rent or any portion thereof received by Seller or Purchaser after the
  Closing are due and payable to the other party by reason of this allocation, the
  appropriate  sum, less a proportionate  share of any reasonable  attorneys' fees
  and costs and expenses expended in connection with the collection thereof, shall
  be promptly paid to the other party. Any monies received by Seller after Closing
  shall be forwarded to Purchaser for disbursement in accordance with the order of
  payment provided herein above. After the Closing,  Seller shall continue to have
  the right, but not the obligation,  in its own name, to demand payment of and to
  collect Delinquent Rent owed to Seller by any Tenant, which right shall include,
  without  limitation,  the  right  to  continue  or  commence  legal  actions  or
  proceedings  against any Tenant  (provided,  that Seller  shall not commence any
  legal actions or proceedings  against any Tenant which  continues as a Tenant at
  the Property  after Closing  without the prior consent of Purchaser,  which will
  not be unreasonably withheld or delayed),  and the delivery of the Assignment as
  defined  in  Section  7.2.1.3  shall not  constitute  a waiver by Seller of such
  right.  Purchaser  agrees to  cooperate  with Seller at no cost or  liability to
  Purchaser in  connection  with all efforts by Seller to collect such  Delinquent
  Rent and to take all steps,  whether before or after the Closing Date, as may be
  necessary  to carry  out the  intention  of the  foregoing,  including,  without
  limitation,  the  delivery  to  Seller,  within  seven (7) days  after a written
  request, of any relevant books and records (including,  without limitation, rent
  statements,  receipted bills and copies of tenant checks used in payment of such
  rent),  the  execution  of any and all  consents  or  other  documents,  and the
  undertaking  of  any  act  reasonably  necessary  for  the  collection  of  such
  Delinquent Rent by Seller;  provided,  however,  that Purchaser's  obligation to
  cooperate with Seller pursuant to this sentence shall not obligate  Purchaser to
  terminate any Tenant lease with an existing  Tenant or evict any existing Tenant
  from the Property.  The  provisions of this Section 7.1.5 shall apply during the
  Proration Period.
  
              7.1.6 Seller shall pay the cost of all transfer taxes (e.g.,  excise
  stamp  taxes)  and  Purchaser  shall pay the cost of all  recording  costs  with
  respect to the Closing. Seller and Purchaser shall share equally in the costs of
  the Escrow Agent for escrow fees but not any other fees and charges of the Title
  Insurer.
  
        7.2   Items To Be Delivered Prior To Or At Closing.
  
            7.2.1   Seller. At Closing, Seller shall deliver to Purchaser, each of
  the following items, as applicable:
  
                    7.2.1.1 Special  Warranty Deed in the form attached as Exhibit
  "E" (the "Deed"). The acceptance of such deed at Closing,  shall be deemed to be
  full  performance  of, and  discharge  of, every  agreement  and  obligation  on
  Seller's  part to be performed  under this Purchase  Contract,  except for those
  that this Purchase Contract specifically provides shall survive Closing.
  
                    7.2.1.2 A Bill of Sale  without  recourse  or  warranty in the
  form attached as Exhibit "F", covering all Property Contracts,  Leases, Security
  Deposits,  Permits  (other than  Excluded  Permits)  and  Fixtures  and Tangible
  Personal  Property  required to be transferred to Purchaser with respect to such
  Property.  Purchaser shall countersign the same so as to effect an assumption by
  Purchaser of, among other things, Seller's obligations thereunder.
  
                    7.2.1.3 An Assignment  (to the extent  assignable and in force
  and effect) without  recourse or warranty in the form attached as Exhibit "G" of
  all of Seller's right,  title and interest in and to the Miscellaneous  Property
  Assets,  subject to any required consents.  Purchaser shall countersign the same
  so as to effect an assumption by Purchaser,  including,  without limitation,  of
  Seller's obligations thereunder.
  
                    7.2.1.4  A closing statement executed by Seller.
  
                    7.2.1.5  A  title  affidavit  or,  at  Seller's   option,   an
  indemnity, as applicable,  in the customary form reasonably acceptable to Seller
  to enable Title Insurer to delete the standard exceptions to the title insurance
  policy to be issued pursuant to the Title Commitment (the "Title Policy") (other
  than matters  constituting any Permitted  Exceptions and matters which are to be
  completed or performed  post-Closing);  provided  that such  affidavit  does not
  subject Seller to any greater liability,  or impose any additional  obligations,
  other than as set forth in this Purchase Contract; and
  
                    7.2.1.6  A  certification  of  Seller's   non-foreign   status
  pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
  
                    7.2.1.7  Except  for the items  expressly  listed  above to be
  delivered at Closing,  delivery of any other required items shall be deemed made
  by Seller to Purchaser, if Seller leaves such documents at the Property in their
  customary place of storage or in the custody of Purchaser's representatives.
  
                    7.2.1.8  Evidence that the  Management   Agreement   has  been
  terminated.
  
                    7.2.1.9 A Rent Roll (as defined in  Schedule  5.4) dated as of
  the Closing Date.
  
                    7.2.1.10 Resolutions,  certificates of good standing, and such
  other  organizational  documents  as  Title  Insurer  shall  reasonably  require
  evidencing Seller's authority to consummate this transaction.
  
                    7.2.1.11  To the extent in  Seller's  possession  or  control,
  originals  or  copies  of  the  Leases  and  Property  Contracts,  lease  files,
  warranties, guaranties, operating manuals and keys to or regarding the Property.
  
              7.2.2  Purchaser.  At Closing,  Purchaser shall deliver to the Title
  Company (for  disbursement  to Seller upon the Closing) the following items with
  respect to the Property being conveyed at such Closing:
  
                    7.2.2.1  The full  Purchase  Price as  required  by  ARTICLE 3
  hereof plus or minus the  adjustments  or  prorations  required by this Purchase
  Contract. If at Closing there are any liens or encumbrances on the Property that
  Seller is obligated or elects to pay and  discharge,  Seller may use any portion
  of the Purchase  Price for the  Property(s)  to satisfy the same,  provided that
  Seller shall have  delivered to Title  Company,  on such Closing  instruments in
  recordable form sufficient to satisfy such liens and encumbrances of record (or,
  as to any mortgages or deeds of trust, appropriate payoff letters, acceptable to
  the  Title  Insurer),  together  with  the  cost of  recording  or  filing  such
  instruments. The existence of any such liens or encumbrances shall not be deemed
  objections to title if Seller shall comply with the foregoing requirements.
  
                    7.2.2.2  A closing statement executed by Purchaser.
  
                    7.2.2.3 A countersigned counterpart of the Bill of Sale in the
  form attached as Exhibit "F".
  
                    7.2.2.4 A countersigned counterpart of the  Assignment  in the
  form attached as Exhibit "G".
  
                    7.2.2.5 Such other  instruments,  documents or certificates as
  are required to be delivered  by Purchaser to Seller in  accordance  with any of
  the other provisions of this Purchase Contract.
  
                    7.2.3  Notice to  Tenants.  At Closing,  Seller and  Purchaser
  shall  execute  and  deliver  a  letter,  dated  as of the date of  Closing  and
  addressed to all Tenants, informing such Tenants of the transfer of the Property
  and the  assignment of the Leases to Purchaser,  together with an instruction to
  pay all amounts due or to become due under the Leases to Purchaser, including an
  acknowledgment by Purchaser of receipt of all security deposits  (specifying the
  exact dollar amount of the security  deposit) and that  Purchaser is responsible
  for the Tenant's  security  deposit.  The letter shall be in the form of Exhibit
  "H" attached hereto.
  
        7.3 Related Purchase  Contracts.  Contemporaneously  with the execution of
  this Purchase  Contract,  Purchaser is entering into separate purchase contracts
  (the  "Related  Contracts")  to purchase  the  additional  properties  listed on
  Schedule 7.3 (the "Related  Properties") from the sellers listed on Schedule 7.3
  (the  "Related  Sellers").  Notwithstanding  that  separate  contracts are being
  entered  into  for the  sale  and  purchase  of the  Property  and  the  Related
  Properties,  it is the intent of Seller and Purchaser  that the Property and the
  Related  Properties  be  purchased,  and the closing of such sales and purchases
  occur,  concurrently except as otherwise provided therein.  Accordingly,  in the
  event  that  any of the  purchase  contracts  for  the  Related  Properties  are
  terminated or cancelled by Purchaser for any reason, or if Purchaser shall be in
  default under any of such purchase  contracts for any reason,  then Seller shall
  have the right, but not the obligation, to terminate this Purchase Contract, and
  Seller  shall  have  the  right  to  delivery  of the  Deposit  pursuant  to the
  provisions of ARTICLE 12 hereof; otherwise,  Purchaser shall have the right to a
  return of the  Deposit  unless  Seller is  otherwise  entitled  to the  delivery
  thereof pursuant to the other provisions of this Purchase Contract. In the event
  that any Related  Sellers shall be in default under any purchase  contract for a
  Related  Property,  Purchaser shall have the right,  but not the obligation,  to
  terminate this Purchase Contract, and Purchaser shall have the right to a return
  of the  Deposit  or to  otherwise  treat such  default  as a default  under this
  Purchase  Contract in accordance  with the provisions of Article 12 hereof.  Any
  default under a purchase  contract  between Seller and any Related Party for the
  purchase of a Related  Property  shall be deemed a default  under this  Purchase
  Contract unless expressly waived in writing by the non-defaulting party.
  
                                      ARTICLE 8
  
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER
  
        8.1   Representations, Warranties and Covenants Of Seller.
  
              8.1.1 For the  purpose  of  inducing  Purchaser  to enter  into this
  Purchase  Contract  and to  consummate  the sale and purchase of the Property in
  accordance  herewith,  Seller represents and warrants to Purchaser the following
  as of the Effective Date and as of the Closing Date:
  
                    8.1.1.1  Seller  is  lawfully  and  duly  organized,  and,  if
  applicable,  in good  standing  under the laws of the state of its formation set
  forth in the initial  paragraph  of this  Purchase  Contract;  and has or at the
  Closing  shall have the power and  authority to sell and convey the Property and
  to execute the  documents to be executed by Seller and prior to the Closing will
  have taken as applicable, all corporate,  partnership, limited liability company
  or  equivalent  entity  actions  required for the execution and delivery of this
  Purchase Contract, and the consummation of the transactions contemplated by this
  Purchase  Contract.  The  compliance  with  or  fulfillment  of  the  terms  and
  conditions  hereof will not conflict  with, or result in a breach of, the terms,
  conditions  or  provisions  of, or  constitute  a default  under,  any  purchase
  contract  to which  Seller  is a party or by which  Seller is  otherwise  bound.
  Seller has not made any other  purchase  contract  for the sale of, or given any
  other person the right to purchase, all or any part of any of the Property;
  
                    8.1.1.2  Seller owns  indefeasible  fee title to the Property,
  including all real property  contained therein required to be sold to Purchaser,
  subject  only  to the  Permitted  Exceptions  (provided,  however,  that if this
  representation  is or becomes untrue,  Purchaser's  remedies shall be limited to
  the right to terminate this Purchase Contract within five (5) days of receipt by
  Purchaser  from the Title Insurer of such  information,  and receive a return of
  the  Deposit,  and Seller  shall have no other  liability  as a result  thereof,
  either before or after Closing);
  
                    8.1.1.3 There are no adverse or other parties in possession of
  the  Property,  except  for  occupants,  guests  and  tenants  under the  Leases
  (provided,   however,   that  if  this  representation  is  or  becomes  untrue,
  Purchaser's  remedies  shall be limited to the right to terminate  this Purchase
  Contract  within five (5) days of receipt by Purchaser from the Title Insurer of
  such  information and receive a return of the Deposit,  and Seller shall have no
  other liability as a result thereof, either before or after Closing);
  
                    8.1.1.4 The  joinder of no person or entity  other than Seller
  is  necessary  to convey the  Property,  fully and  completely,  to Purchaser at
  Closing,  or to fulfill Seller's  obligations under this Purchase Contract,  and
  Seller has all  necessary  right and authority to convey and assign to Purchaser
  all  contract  rights and  warranties  required to be conveyed  and  assigned to
  Purchaser hereunder;
  
                    8.1.1.5 Purchaser has no duty to collect withholding taxes for
  Seller  pursuant to the Foreign  Investors  Real  Property  Tax Act of 1980,  as
  amended;
  
                    8.1.1.6  To   Seller's   knowledge,   there  are  no  actions,
  proceedings,  litigation or governmental  investigations or condemnation actions
  either pending or threatened against the Property, as applicable;
  
                    8.1.1.7  Seller  has no  knowledge  of any  claims  for  labor
  performed,   materials   furnished  or  services  rendered  in  connection  with
  constructing,  improving or repairing any of the Property, as applicable, caused
  by Seller and which remain  unpaid beyond the date for which payment was due and
  in respect of which liens may or could be filed against any of the Property,  as
  applicable;
  
                    8.1.1.8 To Seller's  knowledge,  Seller has not  received  any
  written notice of any proposed taking,  condemnation or special  assessment with
  respect to the Property;
  
                    8.1.1.9 To Seller's  knowledge,  Seller has not  received  any
  written  notice of any  uncured  violations  of any  federal,  state,  county or
  municipal  law,  ordinance,  order,  regulation  or  requirement  affecting  the
  Property;
  
                    8.1.1.10 To Seller's  knowledge,  Seller has not  received any
  written notice of any default by Seller under any of the Property Contracts that
  will not be terminated on the Closing Date;
  
                    8.1.1.11 Seller agrees (a) to maintain its existing  insurance
  policies  covering  the  Property  in full force and effect  through the Closing
  Date, to (b) continue to maintain the Property in substantially  the same manner
  as Seller has been  operating  the Property  immediately  prior to the Effective
  Date under written Leases at rates  comparable to those currently in effect with
  respect to the Property, (c) to not collect or accept any Rent other than in the
  normal course of business,  (d) to disclose and make  available to Purchaser any
  amendments to or new Leases  entered into since the Effective  Date,  (e) not to
  enter into any  Property  Contracts  after the  Effective  Date which may not be
  terminated  on the giving of thirty (30) days written  notice,  (f) to terminate
  all  laundry  leases  pertaining  to the  Property  prior to the Closing (to the
  extent the same may be so terminated),  and (g) to cause any of the units on the
  Property  that are vacant as of three days  prior to the  Closing  Date to be in
  "make ready" condition on the Closing Date; and
  
                    8.1.1.12 To Seller's knowledge,  all documents relating to the
  Property  that were  delivered by Seller to Purchaser  in  connection  with this
  Purchase Contract,  are true, correct and complete in all material respects, and
  none contain any untrue statement of a material fact or omit to state a material
  fact.
  
                    8.1.1.13 To Seller's knowledge,  the information  contained in
  the Rent Roll to be delivered to Purchaser  pursuant to Section 5.4 will be true
  and correct in all material respects.
  
              8.1.2 Except for the  representations  and warranties  expressly set
  forth above in Subsection  8.1.1,  the Property is expressly  purchased and sold
  "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price and the terms and
  conditions set forth herein are the result of  arm's-length  bargaining  between
  entities  familiar with  transactions  of this kind,  and said price,  terms and
  conditions reflect the fact that Purchaser shall have the benefit of, and is not
  relying  upon any  information  provided  by Seller  or  Broker  or  statements,
  representations  or  warranties,  express  or  implied,  made by or  enforceable
  directly against Seller or Broker, including,  without limitation,  any relating
  to the value of the  Property,  the physical or  environmental  condition of the
  Property, any state, federal,  county or local law, ordinance,  order or permit;
  or the  suitability,  compliance  or lack of compliance of the Property with any
  regulation,  or any other  attribute  or matter of or relating  to the  Property
  (other than any covenants of title contained in the deeds conveying the Property
  and the representations set forth above). Purchaser represents and warrants that
  as of the date hereof and as of the Closing Date, it has and shall have reviewed
  and conducted such independent analyses,  studies,  reports,  investigations and
  inspections as it deems  appropriate in connection with the Property.  If Seller
  provides or has provided any documents,  summaries,  opinions or work product of
  consultants,  surveyors,  architects,  engineers, title companies,  governmental
  authorities  or any  other  person  or  entity  with  respect  to the  Property,
  including,  without limitation,  the offering prepared by Broker,  Purchaser and
  Seller agree that Seller has done so or shall do so only for the  convenience of
  both  parties,  Purchaser  shall not rely  thereon and the reliance by Purchaser
  upon any such documents, summaries, opinions or work product shall not create or
  give rise to any liability of or against Seller, Seller's partners or affiliates
  or  any  of  their  respective  partners,  officers,  directors,   participants,
  employees,  contractors,   attorneys,  consultants,   representatives,   agents,
  successors, assigns or predecessors-in-interest.  Purchaser shall rely only upon
  any title insurance obtained by Purchaser with respect to title to the Property.
  Purchaser  acknowledges and agrees that no  representation  has been made and no
  responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
  applicable  zoning  or  building  code  requirements  or the  compliance  of the
  Property with any other laws,  rules,  ordinances or regulations,  the financial
  earning  capacity  or  expense  history of the  Property,  the  continuation  of
  contracts,  continued occupancy levels of the Property,  or any part thereof, or
  the continued occupancy by tenants of any Leases or, without limiting any of the
  foregoing,  occupancy at Closing. Prior to Closing, Seller shall have the right,
  but not the  obligation,  to enforce  its rights  against  any and all  Property
  occupants,  guests or tenants.  Except as otherwise set forth herein,  Purchaser
  agrees that the departure or removal,  prior to Closing,  of any of such guests,
  occupants  or tenants in the normal  course of  business  shall not be the basis
  for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it
  affect the obligations of Purchaser  under this Purchase  Contract in any manner
  whatsoever; and Purchaser shall close title and accept delivery of the deed with
  or without such tenants in possession  and without any allowance or reduction in
  the Purchase  Price under this  Purchase  Contract.  Purchaser  hereby  releases
  Seller  from  any and all  claims  and  liabilities  relating  to the  foregoing
  matters.
  
              8.1.3 Seller agrees that Purchaser  shall be entitled to rely on the
  foregoing  representations  and  warranties  made  by  Seller  herein  and  that
  Purchaser has so relied.  Seller and Purchaser agree that those  representations
  and  warranties  contained in Section 8.1 shall survive  Closing for a period of
  six (6) months (the "Survival Period"). Seller shall have no liability after the
  Survival  Period with respect to the  representations  and warranties  contained
  herein except to the extent that  Purchaser has filed a lawsuit  against  Seller
  during the Survival Period for breach of any representation or warranty.  In the
  event that  Seller  breaches  any  representation  contained  in Section 8.1 and
  Purchaser  had  knowledge  of such breach prior to the Closing  Date,  Purchaser
  shall be deemed to have waived any right of recovery,  and Seller shall not have
  any liability in connection therewith.
  
              8.1.4  Representations and warranties above made to the knowledge of
  Seller  shall not be deemed to imply any duty of inquiry.  For  purposes of this
  Purchase  Contract,  the term Seller's  "knowledge" shall mean and refer to only
  actual knowledge of the Designated  Representative  (as hereinafter  defined) of
  the Seller and shall not be  construed  to refer to the  knowledge  of any other
  partner, officer,  director, agent, employee or representative of the Seller, or
  any affiliate of the Seller,  or to impose upon such  Designated  Representative
  any duty to investigate the matter to which such actual knowledge or the absence
  thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
  individual   personal   liability.   As  used   herein,   the  term   Designated
  Representative shall refer to (a) Harry Alcock, or (b) John Jett, of Manager.
  
        8.2   Representations, Warranties and Covenants of Purchaser
  
              8.2.1 For the purpose of inducing Seller to enter into this Purchase
  Contract and to  consummate  the sale and purchase of the Property in accordance
  herewith,  Purchaser  represents  and warrants to Seller the following as of the
  Effective Date and as of the Closing Date:
  
              8.2.2  With  respect  to  Purchaser  and  its  business,   Purchaser
  represents and warrants, in particular, that:
  
                    8.2.2.1  Purchaser is a corporation  duly  organized,  validly
  existing and in good standing under the laws of Texas.
  
                    8.2.2.2  Purchaser,  acting  through  any of its or their duly
  empowered  and  authorized  officers or  members,  has all  necessary  power and
  authority to own and use its properties and to transact the business in which it
  is  engaged,  and has full  power and  authority  to enter  into  this  Purchase
  Contract,  to execute and  deliver the  documents  and  instruments  required of
  Purchaser herein,  and to perform its obligations  hereunder;  and no consent of
  any of  Purchaser's  officers or members are required to so empower or authorize
  Purchaser.
  
                    8.2.2.3  No  pending  or,  to  the   knowledge  of  Purchaser,
  threatened  litigation  exists which if determined  adversely would restrain the
  consummation of the transactions contemplated by this Purchase Contract or would
  declare  illegal,  invalid or  non-binding  any of  Purchaser's  obligations  or
  covenants to Seller.
  
                    8.2.2.4  Purchaser is duly  authorized to execute and deliver,
  acting  through  its  duly  empowered  and  authorized   officers  and  members,
  respectively,   and  perform  this  Purchase  Contract  and  all  documents  and
  instruments and transactions  contemplated hereby or incidental hereto, and such
  execution, delivery and performance by Purchaser does not (i) violate any of the
  provisions of their respective  certificates of  incorporation  or bylaws,  (ii)
  violate any provision of any law,  governmental rule or regulation  currently in
  effect,   (iii)  violate  any  judgment,   decree,  writ,   injunction,   award,
  determination  or order  currently  in  effect  that  names  or is  specifically
  directed at Purchaser or its property,  and (iv) require the consent,  approval,
  order or  authorization  of, or any filing with or notice to, any court or other
  governmental authority.
  
                    8.2.2.5  The  joinder  of  no  person  or  entity  other  than
  Purchaser  is  necessary  to  consummate  the  transactions  to be  performed by
  Purchaser and  Purchaser  has all necessary  right and authority to perform such
  acts as are required and contemplated by this Purchase Contract.
  
              8.2.3  Purchaser has not dealt with any broker,  finder or any other
  person, in connection with the purchase of or the negotiation of the purchase of
  the Property that might give rise to any claim for commission  against Seller or
  lien or claim against the Property.
  
                                      ARTICLE 9
  
                           CONDITIONS PRECEDENT TO CLOSING
  
        9.1 Purchaser's obligation to close under this Purchase Contract, shall be
  subject to and conditioned upon the fulfillment of each and all of the following
  conditions precedent:
  
              9.1.1 All of the  documents  required to be  delivered  by Seller to
  Purchaser at the Closing pursuant to the terms and conditions  hereof shall have
  been  delivered and shall be in form and substance  reasonably  satisfactory  to
  Purchaser;
  
              9.1.2  Each of the  representations,  warranties  and  covenants  of
  Seller contained herein shall be true in all material respects as of the Closing
  Date (and Purchaser  shall be permitted to perform an inspection of the Property
  immediately prior to the Closing Date to verify same);
  
              9.1.3 Seller shall have  complied  with,  fulfilled and performed in
  all material respects each of the covenants, terms and conditions to be complied
  with, fulfilled or performed by Seller hereunder;
  
              9.1.4 Neither Seller nor Seller's  general partner shall be a debtor
  in any bankruptcy proceeding or shall have been in the last 6 months a debtor in
  any bankruptcy proceeding;
  
              9.1.5 A taking of all or any part of the Property must not have been
  commenced or threatened in writing;
  
              9.1.6 The  actual  occupancy  level of the  Property  shall not have
  decreased by more than fifteen percent (15%) from the actual  occupancy level on
  the Effective Date;
  
              9.1.7 Seller shall have terminated any Property  Contracts which are
  not being  assumed by Purchaser as of the Closing Date (and which are capable of
  being terminated by Seller without penalty or cost to Seller).
  
              9.1.8 All consents to the sale of the Property (or  applicable  part
  thereof)  required for the prepayment of the Seller's Note Obligations which may
  be required  shall have been obtained,  all on terms and  conditions  reasonably
  acceptable to Purchaser.
  
              9.1.9 Notwithstanding  anything to the contrary,  there are no other
  conditions  on  Purchaser's  obligation  to Close except as expressly  set forth
  above.  If any of the above  conditions is not satisfied,  then  notwithstanding
  anything to the contrary contained in this Purchase Contract,  Purchaser may, at
  its option (a) extend the Closing Date to permit satisfaction of such condition,
  (b) waive such condition and proceed to Closing and accept title to the Property
  with an agreed-upon offset or deduction from the Purchase Price (assuming Seller
  and Purchaser can agree upon such offset or deduction amount,  and neither party
  has any  obligation  to come to an  agreement),  (c) waive  such  condition  and
  proceed  to Closing  and  accept  title to the  Property  without  any offset or
  deduction from the Purchase Price, or (d) notify Seller of Purchaser's  election
  to terminate this Purchase Contract and receive a return of the Deposit from the
  Escrow Agent.
  
        9.2 Without limiting any of the rights of Seller elsewhere provided for in
  this Purchase Contract,  Seller's obligation to close with respect to conveyance
  of a particular  Property  under this Purchase  Contract shall be subject to and
  conditioned  upon the  fulfillment  of each and all of the following  conditions
  precedent:
  
              9.2.1 Purchaser's  representations  and warranties set forth in this
  Purchase Contract shall have been true and correct in all material respects when
  made, and shall be true and correct in all material respects on the Closing Date
  and as of the Effective Date as though such  representations and warranties were
  made at and as of such date and time.
  
              9.2.2  Purchaser  shall have fully  performed  and complied with all
  covenants,  conditions,  and other  obligations in this Purchase  Contract to be
  performed  or  complied  with by it at or prior to  Closing  including,  without
  limitation, payment in full of the Purchase Price.
  
              9.2.3  There  shall not be pending  or, to the  knowledge  of either
  Purchaser  or  Seller,  any  litigation  or  threatened   litigation  which,  if
  determined adversely, would restrain the consummation of any of the transactions
  contemplated by this Purchase Contract or declare illegal, invalid or nonbinding
  any of the covenants or obligations of the Purchaser.
  
              9.2.4 Seller shall have  received all consents and  approvals to the
  consummation of the transactions  contemplated  hereby (a) of Seller's  partners
  (to the extent required by the partnership  agreement of Seller) or (b) that are
  required by law.
  
              9.2.5 The conditions of Section 9.1.8 shall have been satisfied.
  
              9.2.6 Notwithstanding  anything to the contrary,  there are no other
  conditions on Seller's  obligation to Close except as expressly set forth above.
  If any of the above conditions is not satisfied,  then notwithstanding  anything
  to the contrary contained in this Purchase  Contract,  Seller may, at its option
  (a) extend the Closing Date to permit satisfaction of such condition,  (b) waive
  such  condition  and proceed to  Closing,  or (c) notify  Purchaser  of Seller's
  election to terminate  this  Purchase  Contract and receive the Deposit from the
  Escrow Agent (which Seller shall retain as liquidated  damages,  as its sole and
  exclusive  remedy  hereunder,  in accordance  with the  provisions of Article 12
  hereof,  provided,  however,  that in the case of any  failure  to  satisfy  the
  conditions  contained in Sections  9.2.4 and/or 9.2.5 above and all of the other
  conditions of Seller's obligation to close have been satisfied, Seller shall not
  be  entitled  to receipt of the  Deposit  but the  Deposit  shall be returned to
  Purchaser by the Escrow Agent.
  
                                     ARTICLE 10
  
                                      BROKERAGE
  
        10.1 Seller  represents  and warrants to Purchaser  that it has dealt only
  with O'Boyle Properties,  Inc., 14114 Dallas Parkway,  Suite 520, Dallas,  Texas
  75240 ("Broker") in connection with this Purchase Contract. Seller and Purchaser
  each  represents  and warrants to the other that other than  Broker,  it has not
  dealt with or  utilized  the  services of any other real  estate  broker,  sales
  person or finder in  connection  with this  Purchase  Contract,  and each  party
  agrees to  indemnify  the other party from and against all claims for  brokerage
  commissions  and  finder's  fees  arising  from or  attributable  to the acts or
  omissions of the indemnifying party.
  
        10.2 Seller agrees to pay Broker a commission  according to the terms of a
  separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
  beneficiary of this Purchase Contract.
  
        10.3 Broker assumes no responsibility for the condition of the Property or
  representation  for the  performance of this Purchase  Contract by the Seller or
  Purchaser.
  
                                     ARTICLE 11
  
                                     POSSESSION
  
        11.1 Possession of the Property subject to the Permitted  Exceptions shall
  be delivered to Purchaser at the Closing,  subject to Purchaser's right of entry
  for inspection as set forth in ARTICLE 5.
  
                                     ARTICLE 12
  
                                DEFAULTS AND REMEDIES
  
        12.1 In the event  Purchaser  terminates  this  Purchase  Contract for any
  reason  other  than  Seller's  inability  to convey  title as  required  by this
  Purchase  Contract or inability to obtain the consents  required  under  Section
  9.1.8 and Section 9.2.5,  or defaults  hereunder on or prior to the Closing Date
  and  consummation of the Closing does not occur by reason of such termination or
  default by Purchaser,  Seller and Purchaser  agree that it would be  impractical
  and  extremely  difficult  to  estimate  the  damages  which  Seller may suffer.
  Therefore,  Seller and Purchaser  hereby agree that,  except for the Purchaser's
  obligations  to Seller under Section 5.2, the  reasonable  estimate of the total
  net detriment  that Seller would suffer in the event that  Purchaser  terminates
  this Purchase Contract or defaults  hereunder on or prior to the Closing Date is
  and  shall be, as  Seller's  sole and  exclusive  remedy  (whether  at law or in
  equity),  the right to receive  from the Escrow Agent and retain the full amount
  of the Deposit. The payment of the Deposit as liquidated damages is not intended
  as a forfeiture or penalty  within the meaning of applicable law and is intended
  to settle all  issues and  questions  about the  amount of damages  suffered  by
  Seller in the applicable event, except only for damages under Section 5.2 above,
  irrespective  of the time when the  inquiry  about such  damages may take place.
  Upon any such failure by Purchaser  hereunder,  this Purchase  Contract shall be
  terminated,  and  neither  party shall have any  further  rights or  obligations
  hereunder,  each to the other, except for the Purchaser's  obligations to Seller
  under  Section  5.2  above,  and the right of Seller to collect  the  Deposit as
  liquidated damages.
  
        12.2 Provided that Purchaser has not terminated this Purchase Contract and
  is not otherwise in default hereunder, if the Closing does not occur as a result
  of Seller's default  hereunder  (which shall not include  Seller's  inability to
  convey title as required under this Purchase  Contract or to obtain the consents
  required under Section 9.1.8 and Section 9.2.5),  Purchaser's  sole remedy shall
  be to  elect  to  either  (a)  terminate  this  Purchase  Contract  and  receive
  reimbursement  of the  Deposit  or (b)  enforce  specific  performance  of  this
  Purchase  Contract.  In the event  Purchaser  is unable to enforce the remedy of
  specific  performance  after using  commercially  reasonable  efforts to seek to
  enforce such remedy, then in lieu of obtaining specific  performance,  Purchaser
  shall have the right to bring suit for damages  against  Seller in an amount not
  to exceed a sum equal to Ninety-Seven  Thousand and No/100 Dollars  ($97,000.00)
  in addition to receiving reimbursement of the Deposit.
  
                                     ARTICLE 13
  
                              RISK OF LOSS OR CASUALTY
  
        13.1 In the event that the  Property  is damaged or  destroyed  by fire or
  other casualty  prior to Closing,  and the cost of repair is more than $150,000,
  then Seller will have no obligation to repair such damage or destruction and, at
  Purchaser's  option,  this Agreement  shall  terminate.  In the event  Purchaser
  elects not to terminate  this  Agreement,  this  transaction  shall be closed in
  accordance with the terms of this Agreement,  notwithstanding any such damage or
  destruction  and  Purchaser  shall  receive all  insurance  proceeds  pertaining
  thereto  (plus  a  credit  against  the  Purchase  Price  in the  amount  of any
  deductible payable by Seller in connection therewith) at Closing.
  
        13.2 In the event that the  Property  is damaged or  destroyed  by fire or
  other  casualty  prior to the  Closing,  and the  cost of  repair  is less  than
  $150,000,  this transaction shall be closed in accordance with the terms of this
  Agreement,  notwithstanding the damage or destruction; provided, however, Seller
  shall make such repairs if they can be reasonably  effected  before the Closing.
  If Seller is unable to effect such  repairs,  then  Purchaser  shall receive all
  insurance proceeds  pertaining thereto (plus a credit against the Purchase Price
  in the amount of any  deductible  payable by Seller in connection  therewith) at
  Closing.
  
                                     ARTICLE 14
  
                             LEAD-BASED PAINT DISCLOSURE
  
        14.1 Seller and Purchaser hereby acknowledge  completion of the Lead-Based
  Paint  Disclosure  form  attached as Exhibit "I" hereto and the delivery of such
  executed form prior to the Effective Date.
  
                                     ARTICLE 15
  
                                   EMINENT DOMAIN
  
        15.1 In the  event  that at the  time of  Closing  all or any  part of the
  Property is (or has previously  been) acquired,  or is about to be acquired,  by
  authority  of any  governmental  agency in purchase  in lieu  thereof (or in the
  event that at such time there is any notice of any such acquisition or intent to
  acquire by any such  governmental  agency),  Purchaser  shall have the right, at
  Purchaser's option, to terminate this Purchase Contract by giving written Notice
  within Fifteen (15) days of Purchaser's receipt from Seller of the occurrence of
  such event and recover the Deposit  hereunder,  or to settle in accordance  with
  the terms of this Purchase  Contract for the full Purchase Price and receive the
  full benefit or any condemnation award.
  
                                     ARTICLE 16
  
                                    MISCELLANEOUS
  
        16.1  Exhibits And Schedules
  
        All Exhibits and Schedules,  whether or not annexed hereto,  are a part of
  this Purchase Contract for all purposes.
  
        16.2  Assignability
  
        Subject to Section 16.18, this Purchase Contract is not assignable without
  first obtaining the prior written approval of the  non-assigning  party,  except
  that  Purchaser  may  assign  all or an  undivided  interest  in this  Purchaser
  Contract  to one or more  entities  so long as (i)  Purchaser  or its  affiliate
  remains a part of the  purchasing  entity(ies),  (ii)  Purchaser is not released
  from its liability  hereunder,  and (iii) Seller consents thereto (which consent
  shall not be unreasonably withheld or delayed).
  
        16.3  Binding Effect
  
        This Purchase  Contract  shall be binding upon and inure to the benefit of
  Seller and  Purchaser,  and their  respective  successors,  heirs and  permitted
  assigns.
  
        16.4  Captions
  
        The captions,  headings,  and arrangements  used in this Purchase Contract
  are for convenience only and do not in any way affect, limit, amplify, or modify
  the terms and provisions hereof.
  
        16.5  Number And Gender Of Words
  
        Whenever  herein the singular  number is used,  the same shall include the
  plural  where  appropriate,  and words of any gender  shall  include  each other
  gender where appropriate.
  
        16.6  Notices
  
        All Notices,  demands, requests and other communications required pursuant
  to the provisions of this Purchase  Contract  ("Notice") shall be in writing and
  shall be deemed to have been  properly  given or served for all  purposes (i) if
  sent by Federal Express or a nationally  recognized  overnight  carrier for next
  business  day  delivery,  on the first  business day  following  deposit of such
  Notice with such carrier, or (ii) if personally delivered, on the actual date of
  delivery or (iii) if sent by certified mail,  return receipt  requested  postage
  prepaid,  on the Fifth (5th) business day following the date of mailing, or (iv)
  if sent by  telecopier,  then on the actual date of delivery (as  evidenced by a
  telecopier  confirmation)  provided that a copy of the telecopy and confirmation
  is also sent by U.S. mail, addressed as follows:
  
              If to Seller:                     If to Purchaser:
  
              Consolidated Capital Equity       Winston Acquisition Corporation
              Partners,                         5495 Beltline Road
  
                L.P.                            Suite 330
              c/o Apartment Investment and      Dallas, Texas 75240
                Management Company              Attn:  Richard M. Barge
              2000 South Colorado Boulevard     Facsimile No. (972) 726-9316
              Tower Two, Suite 2-1000
              Denver, Colorado 80222
              Attn:  Mr. Harry Alcock
              Facsimile No. (303) 692-0786
  
                    And                               With a copy to
  
              Consolidated Capital Equity       Carrie, Cramer & Weatherbie
              Partners,                         5956 Sherry Lane
  
                L.P.                            Suite 1204
              c/o Apartment Investment and      Dallas, Texas 75225
                Management Company              Attn:  David W. Richardson, Esq.
              2000 South Colorado Boulevard     Facsimile No. (214) 361-7842
              Tower Two, Suite 2-1000
              Denver, Colorado 80222
              Attn:  Mr. Pat Stucker
              Facsimile No. (303) 692-0786
  
                    With a copy to
  
              Jackson Walker L.L.P.
              112 E. Pecan
              Suite 2100
              San Antonio, Texas 78205
              Attn:  Eileen E. Scherlen, Esq.
              Facsimile No. (210) 978-7790
  
        Any of the parties may  designate a change of address by Notice in writing
  to the other parties. Whenever in this Purchase Contract the giving of Notice by
  mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
  writing by the person or persons entitled to receive such Notice.
  
        16.7  Governing Law And Venue
  
        The laws of the  State  in which  the Land is  located  shall  govern  the
  validity,  construction,   enforcement,  and  interpretation  of  this  Purchase
  Contract,  unless  otherwise  specified  herein  except for the conflict of laws
  provisions thereof.  All claims,  disputes and other matters in question arising
  out of or relating to this Purchase  Contract,  or the breach thereof,  shall be
  decided by  proceedings  instituted and litigated in a court for the district in
  which the Property is situated,  and the parties hereto expressly consent to the
  venue and jurisdiction of such court.
  
        16.8  Entirety And Amendments
  
        This Purchase  Contract  embodies the entire Purchase Contract between the
  parties and supersedes all prior Purchase Contracts and understandings,  if any,
  relating  to the  Property,  and  may be  amended  or  supplemented  only  by an
  instrument in writing executed by the party against whom enforcement is sought.
  
        16.9  Severability
  
        If any provision of this Purchase Contract is held to be illegal, invalid,
  or  unenforceable  under present or future laws,  such provision  shall be fully
  severable.  The Purchase  Contract  shall be  construed  and enforced as if such
  illegal,  invalid, or unenforceable provision had never comprised a part of this
  Purchase Contract;  and the remaining provisions of this Purchase Contract shall
  remain in full  force and  effect  and shall  not be  affected  by the  illegal,
  invalid,  or  unenforceable  provision or by its  severance  from this  Purchase
  Contract. In lieu of such illegal,  invalid, or unenforceable  provision,  there
  shall be added  automatically as a part of this Purchase Contract a provision as
  similar in terms to such illegal,  invalid, or unenforceable provision as may be
  possible to make such provision legal, valid, and enforceable.
  
        16.10 Multiple Counterparts
  
        This  Purchase   Contract  may  be  executed  in  a  number  of  identical
  counterparts.  If so  executed,  each of such  counterparts  is to be  deemed an
  original  for  all  purposes  and all  such  counterparts  shall,  collectively,
  constitute one Purchase Contract.  In making proof of this Purchase Contract, it
  shall  not  be   necessary  to  produce  or  account  for  more  than  one  such
  counterparts.
  
        16.11 Further Acts
  
        In  addition to the acts and deeds  recited  herein and  contemplated  and
  performed,  executed  and/or  delivered  by Seller  and  Purchaser,  Seller  and
  Purchaser  agree to perform,  execute  and/or  deliver or cause to be performed,
  executed and/or  delivered any and all such further acts,  deeds, and assurances
  as may be necessary to consummate the transactions contemplated hereby.
  
        16.12 Construction
  
        No provision of this Purchase  Contract shall be construed in favor of, or
  against,  any particular  party by reason of any presumption with respect to the
  drafting of this Purchase Contract;  both parties, being represented by counsel,
  having fully participated in the negotiation of this instrument.
  
        16.13 Confidentiality
  
        Purchaser  shall not disclose the terms and  conditions  contained in this
  Purchase Contract, shall keep the same confidential, provided that Purchaser may
  disclose the terms and  conditions of this Purchase  Contract (i) as required by
  law, (ii) to consummate  the terms of this Purchase  Contract,  or any financing
  relating  thereto,  or (iii) to Purchaser's or Seller's  lenders,  attorneys and
  accountants.  Any information provided by Seller to Purchaser under the terms of
  this Purchase  Contract is for  informational  purposes  only. In providing such
  information to Purchaser,  Seller makes no representation or warranty,  express,
  written,  oral,  statutory,   or  implied,  and  all  such  representations  and
  warranties  are hereby  expressly  excluded.  Purchaser  shall not in any way be
  entitled to rely upon the accuracy of such information. Such information is also
  confidential  and  Purchaser  shall be prohibited  from making such  information
  public  to  any  other  person  or  entity  other  than  its  agents  and  legal
  representatives,  without  Seller's  prior written  authorization,  which may be
  granted or denied in Seller's sole discretion.
  
        16.14 Time Of The Essence
  
        It is expressly  agreed by the parties  hereto that time is of the essence
  with respect to this Purchase Contract.
  
        16.15 Cumulative Remedies And Waiver
  
        No remedy herein  conferred or reserved is intended to be exclusive of any
  other  available  remedy or remedies  herein  conferred  or  referred  except as
  expressly stated  otherwise,  but each and every such remedy shall be cumulative
  and shall be in  addition  to every  other  remedy  given  under  this  Purchase
  Contract.  No delay or omission to exercise any right or power accruing upon any
  default, omission, or failure of performance hereunder shall impair any right or
  power or shall be construed to be a waiver thereof, but any such right and power
  may be exercised from time to time and as often as may be deemed  expedient.  No
  waiver,  amendment,  release, or modification of this Purchase Contract shall be
  established by conduct, custom, or course of dealing.
  
        16.16 Litigation Expenses
  
        In the event either party hereto commences litigation against the other to
  enforce its rights  hereunder,  the prevailing party in such litigation shall be
  entitled to recover  from the other  party its  reasonable  attorneys'  fees and
  expenses incidental to such litigation.
  
        16.17 Time Periods
  
        Should the last day of a time period  fall on a weekend or legal  holiday,
  the next Business Day thereafter shall be considered the end of the time period.
  
        16.18 Exchange
  
        At Seller's sole cost and expense, Seller may structure and consummate the
  sale  of  the  Property  to  Purchaser  as  part  of a  like-kind  exchange  (an
  "Exchange")  intended to qualify under ss. 1031 of the Internal  Revenue Code of
  1986,  as  amended,  provided  that:  (a) the  Closing  shall not be  delayed or
  affected by reason of an Exchange;  (b) Seller shall effect an Exchange  through
  an  assignment  of this  Agreement,  and its rights under this  Agreement,  to a
  qualified  intermediary;  and (c)  Purchaser  shall not be  required  to take an
  assignment of the agreement  relating to the exchange property or be required to
  acquire or hold title to any real  property  for  purposes  of  consummating  an
  Exchange.  Purchaser shall cooperate fully and promptly with Seller's conduct of
  the Exchange,  provided that all costs and expenses generated in connection with
  the  Exchange  shall be borne  solely  by  Seller.  If Seller  uses a  qualified
  intermediary  to  effectuate  the  Exchange,  any  assignment  of the  rights or
  obligations of Seller hereunder shall not relieve,  release or absolve Seller of
  its obligations to Purchaser. Seller shall indemnify and hold harmless Purchaser
  from and against any and all liability arising from and out of the Exchange.
  
        16.19 No Personal Liability of Officers, Trustees or Directors of Seller
  
        Purchaser acknowledges that this Agreement is entered into by Seller which
  is a Delaware  limited  partnership,  and  Purchaser  agrees that no  individual
  officer,  trustee,  director or  representative  of the partners of Seller shall
  have any personal  liability  under this  Agreement or any document  executed in
  connection with the transactions contemplated by this Agreement.
  
       16.20 No Personal Liability of Officers, Trustees or Directors of Purchaser
  
        Seller acknowledges that this Agreement is entered into by Purchaser which
  is a Texas corporation,  and Seller agrees that no individual officer,  trustee,
  director or representative of Purchaser shall have any personal  liability under
  this Agreement or any document executed in connection with this Agreement.
  
        16.21 No Exclusive Negotiations
  
        Seller shall have the right,  at all times,  to solicit  backup offers and
  enter into discussions,  negotiations, or any other communications concerning or
  related to the sale of the Property  with any  third-party;  provided,  however,
  that such  communications  are subject to the terms of this Agreement,  and that
  Seller shall not enter into any contract or binding agreement with a third-party
  for the  sale  of the  Property  unless  such  agreement  is  contingent  on the
  termination  of this  Agreement  without the  Property  having been  conveyed to
  Purchaser.
  
        16.22 [Intentionally Deleted]
  
                         [Remainder of Page Intentionally Left Blank]
  
        NOW  WHEREFORE,  the parties  hereto have executed this Purchase  Contract
  under seal as of the date first set forth above.
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                      EXHIBIT A
  
                     LEGAL DESCRIPTION FOR THE SHIREWOOD TOWNHOMES
  
                               Caddo Parish, Louisiana
  
  A  tract  of  land  in the  South  1/2  Section  12,  T17N-R14W  in the  City of
  Shreveport,  Caddo Parish,  Louisiana,  and being more particularly described as
  follows:
  
  COMMENCING at the intersection of the South boundary of the said Section 12 with
  center  line of  Fairfield  Avenue  in the  City of  Shreveport,  Caddo  Parish,
  Louisiana,  which  point is the  Southeast  corner of the  Southwest  1/4 of the
  Southeast 1/4 of the said Section 12;
  
  RUN THENCE in a westerly  direction along the south boundary of the said Section
  12, a distance of 732.52 feet;
  
  RUN  THENCE,  North 0 33'  East,  and  parallel  with  the said  center  line of
  Fairfield Avenue, a distance of 10 feet to the point of beginning:
  
  RUN  THENCE,  North 0 33'  East,  and  parallel  with  the said  center  line of
  Fairfield Avenue, a distance of 271 feet;
  
  RUN THENCE,  East and parallel with the South boundary of the said Section 12, a
  distance of 202.52 feet;
  
  RUN THENCE, North 0 33' East and parallel with the said center line of Fairfield
  Avenue, a distance of 707.34;
  
  RUN THENCE,  West and parallel with the South boundary of the said Section 12, a
  distance of 648.42 feet;
  
  RUN THENCE, South 2  20' West, a distance of 260 feet;
  
  RUN THENCE,  West and parallel with the South boundary of the said Section 12, a
  distance of 200 feet to the East right-of-way line of Southern Avenue;
  
  Run  THENCE,  South 2 20' West  along the said  East  right-of-way  of  Southern
  Avenue, a distance of 729.11 feet to the South boundary of said Section 12;
  
  RUN THENCE,  East along the South boundary of the said Section 12, a distance of
  510.00 feet;
  
  RUN THENCE, North 0 33' East and parallel with the said center line of Fairfield
  Avenue, a distance of 10 feet;
  
  RUN  THENCE,  East and  parallel  with the South line of the said  Section 12, a
  distance of 166.68 feet to the point of beginning;
  
  LESS and  except  the  public  streets  on the  property  as per  Dedication  in
  Conveyance Book 600, Page 127, Records of Caddo Parish, Louisiana, but including
  that certain sixty (60') foot dedication (located north of Beckham Drive) closed
  and  abandoned  or  Ordinance  No.  128 of 1979 by the  City  of  Shreveport,  a
  certified copy of which is recorded in Conveyance Book 1735,  Page 194,  Records
  of Caddo Parish, Louisiana.
  
                                      EXHIBIT B
  
                              LIST OF EXCLUDED PERMITS
  
                               To Be Inserted, If Any
  
                                      EXHIBIT C
  
                    LIST OF EXCLUDED PERSONAL PROPERTY OR EQUIPMENT
  
  ______Any  and all  proprietary  software  used by Seller in conection  with the
  Property.
  
        Buyers  Access  computer  being  used by  Seller  in  connection  with the
  Property.
  
                                      EXHIBIT D
  
                                  ESCROW AGREEMENT
  
        THIS ESCROW  AGREEMENT  ("Escrow  Agreement") made this _____day of April,
  2000 by and among  CONSOLIDATED  CAPITAL  EQUITY  PARTNERS,  L.P.,  a California
  limited partnership  ("Seller"),  and WINSTON ACQUISITION  CORPORATION,  a Texas
  corporation ("Purchaser"); and STEWART TITLE GUARANTY COMPANY ("Escrow Agent");
  
                                     WITNESSETH:
  
        Whereas  Purchaser  and Seller are parties to a certain  Purchase and Sale
  Contract (the  "Purchase  Contract")  made and dated as of the 3rd day of April,
  2000; and
  
        Whereas,  the Purchase  Contract requires that Purchaser provide a deposit
  in the amount of  Ninety-Seven  and  No/100  Dollars  ($97,000.00)  in cash (the
  "Deposit"), to be held pursuant to an escrow agreement approved by Purchaser and
  Seller; and
  
        Now, therefore, the parties agree to the following:
  
  1.____Establishment  of Escrow.  Escrow  Agent  hereby  acknowledges  receipt of
  Ninety-Seven  Thousand Dollars  ($97,000.00) in cash (constituting the Deposit),
  to be  deposited,  held,  invested,  and disbursed for the benefit of Seller and
  Purchaser and their respective successors and assigns, as provided herein and as
  provided in the Purchase Contract.
  
  2.____Investment  of Escrow Fund. All funds received by Escrow Agent,  including
  the Deposit (collectively, the "Escrow Fund"), shall be held in insured accounts
  and  invested  in an  interest-bearing  bank  account  acceptable  to Seller and
  Purchaser at one or more federally  insured national banking  association(s)  or
  such other investment jointly directed by Seller and Purchaser should Seller and
  Purchaser each in their respective sole discretion determine to issue such joint
  investment instructions to the Escrow Agent) and all interest and income thereon
  shall become part of the Escrow Fund and shall be remitted to the party entitled
  to the Escrow Fund, as set forth below.
  
  3.____Application  of Escrow  Fund.  Escrow  Agent shall hold the Escrow Fund as
  provided  above and (a) if the sale of the  Property is closed by the date fixed
  therefor (or any extension  date provided for by mutual  written  consent of the
  parties hereto,  given or withheld in their respective sole discretion),  Escrow
  Agent shall deliver the Escrow Fund to Seller in immediately  available funds by
  wire transfer in accordance with the  instructions of Seller on the Closing Date
  as set forth in the  Purchase  Contract,  (b) if the sale of the Property is not
  closed by the date fixed therefor (or any such extension  date) owing to failure
  of satisfaction of a condition precedent to Purchaser's obligations,  the Escrow
  Agent shall return and refund the Escrow Fund to  Purchaser,  (c) if the sale of
  the  Property is not closed by the date fixed  therefor  (or any such  extension
  date) owing to failure of performance by Seller,  Purchaser shall give Notice to
  the Escrow Agent and Seller and in such Notice shall state  whether it elects as
  its remedy  return of the Escrow Fund or specific  performance  of the  Purchase
  Contract;  if Purchaser  elects  return of the Escrow  Fund,  Escrow Agent shall
  return and refund the Escrow Fund to Purchaser,  (d) if the sale of the Property
  is not closed by the date fixed therefor (or any such  extension  date) owing to
  failure of performance  by Purchaser,  Escrow Agent shall  forthwith  deliver to
  Seller  the Escrow  Fund in  immediately  available  funds by wire  transfer  in
  accordance  with the  instructions  of Seller,  and (e) if Purchaser  shall have
  canceled the Purchase  Contract on or before the  expiration of the  Feasibility
  Period (as defined in the Purchase Contract),  the Escrow Agent shall return and
  refund the Escrow Fund to Purchaser.
  
        If on or prior to the termination of the Escrow Agreement,  a party claims
  to be entitled to payment of the Escrow Fund under the  provisions  referred to,
  such party  shall give  Notice to the  Escrow  Agent and the other  party of the
  claim in writing,  describing  in such  Notice the nature of the claim,  and the
  provisions  of the  Purchase  Contract  on which the claim is based.  Unless the
  other party sends the Escrow Agent a written objection to the claim, with a copy
  concurrently to the claiming  party,  within ten (10) days after delivery of the
  Notice of claim, the claim shall be conclusively presumed to have been approved.
  In such case, or in the event of mutual written  consent of the parties  hereto,
  given or withheld in their  respective  sole  discretion,  Escrow  Agent  shall,
  within  two  (2)  business   days   thereafter,   pay  the  claim  as  demanded.
  Notwithstanding  the  foregoing,  Escrow Agent shall  deliver the Escrow Fund to
  Seller forthwith upon Closing in accordance with the terms of subpart (a) of the
  immediately preceding paragraph.
  
        When all monies  held by Escrow  Agent have been  finally  distributed  in
  accordance herewith, this Escrow Agreement shall terminate.
  
  4.____Liability.  Escrow Agent will be obligated to perform only the duties that
  are  expressly  set forth  herein.  In case of  conflicting  demands upon Escrow
  Agent,  it may (i)  refuse  to  comply  therewith  as long as such  disagreement
  continues  and make no  delivery or other  disposition  of any funds or property
  then held (and Escrow  Agent  shall not be or become  liable in any way for such
  failure or refusal to comply with such conflicting or adverse claims or demands,
  except  for its  failure  to  exercise  due care,  willful  breach  and  willful
  misconduct);  and (ii)  continue  to so  refrain  and so refuse to act until all
  differences  have been adjusted by agreement and, Escrow Agent has been notified
  thereof in writing signed jointly by Seller and Purchaser or (iii) to interplead
  the portion of Escrow Fund in dispute.
  
  5.____No  Obligation to Take Legal  Action.  Escrow Agent shall not be under any
  obligation to take any legal action in connection with this Escrow  Agreement or
  for its enforcement,  or to appear in, prosecute,  or defend any action or legal
  proceeding  which,  in its  opinion,  would or might  involve  it in any  costs,
  expense,  loss,  or  liability,  unless  and as often as  required  by it, it is
  furnished  with  satisfactory  security  and  indemnity  against all such costs,
  expenses, losses, or liabilities.
  
  6.____Status of Escrow Agent. Escrow Agent is to be considered and regarded as a
  depository  only, and shall not be responsible or liable (except for its failure
  to exercise due care, willful breach or willful  misconduct) for the sufficiency
  or  correctness as to form,  manner of execution,  or validity of any instrument
  deposited pursuant to this Escrow Agreement, nor as to the identity,  authority,
  or rights of any person  executing the same.  Escrow  Agent's  duties  hereunder
  shall be limited to the  safekeeping and investment of money,  instruments,  and
  securities  received  by it as  Escrow  Agent  and  for  their  disbursement  in
  accordance with the written escrow instructions given it in accordance with this
  Escrow Agreement.
  
  7.____Written  Instructions of Parties.  Notwithstanding  any contrary provision
  contained  herein,  Escrow  Agent  shall,  at all  times,  have  full  right and
  authority and the duty and obligation to pay over and disburse the principal and
  interest of the Escrow Fund in accordance  with the joint  written  instructions
  signed by Seller and Purchaser.
  
  8.____Notices.  Any required or permitted  Notice or other  communication  under
  this  Escrow  Agreement  ("Notice")  shall  be given as  follows.  All  Notices,
  requests,  demands and other  communications  hereunder  shall be deemed to have
  been  duly  given  if the same  shall  be in  writing  and  shall  be  delivered
  personally or sent by federal  express or other  recognized  national  overnight
  courier  service  maintaining  records of  delivery,  or sent by  registered  or
  certified mail, postage pre-paid, or sent by facsimile transmission (with a copy
  of the facsimile  confirmation and the facsimile  transmission also sent by U.S.
  Mail) and addressed as set forth below:
  
              If to Seller:                     If to Purchaser:
  
              Consolidated Capital Equity       Winston Acquisition Corporation
              Partners,                         5495 Beltline Road
  
                L.P.                            Suite 330
              c/o Apartment Investment and      Dallas, Texas 75240
                Management Company              Attn:  Richard M. Barge
              2000 South Colorado Boulevard     Facsimile No. (972) 726-9316
              Tower Two, Suite 2-1000
              Denver, Colorado  80222
              Attn:  Mr. Harry Alcock
              Facsimile No. (303) 692-0786
  
              ______And                         ______With a copy to
  
              Consolidated Capital Equity       Carrie, Cramer & Weatherbie
              Partners,                         5956 Sherry Lane
  
                L.P.                            Suite 1204
              c/o Apartment Investment and      Dallas, Texas 75225
                Management Company              Attn:  David W. Richardson, Esq.
              2000 South Colorado Boulevard     Facsimile No. (214) 361-7842
              Tower Two, Suite 2-1000
              Denver, Colorado  80222
              Attn:  Mr. Mark Reoch
              Facsimile No. (303) 692-0786
  
                    With a copy to              If to Escrow Agent:
  
              Jackson Walker L.L.P.             Stewart Title Guaranty Company,
              112 E. Pecan St., Suite 2100      1980 Post Oak Boulevard
              San Antonio, Texas  78205         Suite 610
              Attn: Eileen E. Scherlen, Esq.    Houston, Texas 77056
                                                Attn:  Wendy Howell
                                                Facsimile No. (713) 552-1703
  
        Any party may change the address to which  Notices are to be  addressed by
  giving  the other  parties  Notice in the  manner  herein  set  forth.  All such
  Notices, requests, demands and other communications shall be deemed to have been
  delivered  (i) as of the day of receipt,  in the case of personal  delivery,  or
  (ii) as of the day of receipt or attempted delivery date in the case of delivery
  by air courier,  or (iii) as of the date of receipt or first attempted delivery,
  as evidenced by the return  receipt card, in the case of mailing by certified or
  registered United States mail.
  
  9. Fee. Escrow Agent shall receive a fee of $300.00 for its services  hereunder,
  and be  paid  or  reimbursed  for  all  expenses,  disbursements  and  advances,
  including  reasonable  attorneys'  fees,  incurred  or paid in  connection  with
  carrying  out its duties  hereunder,  the  payment  of all  amounts to be shared
  equally  by  Purchaser  and  Seller  equally,  and not out of the  Escrow  Fund.
  Non-payment of such fee by Purchaser shall not entitle Escrow Agent to refuse or
  fail to act as required by this Escrow Agreement.
  
  10. Titles and Section Headings. Titles of sections and subsections contained in
  this Escrow  Agreement  are inserted for  convenience  of  reference  only,  and
  neither  form a  part  of  this  Escrow  Agreement  or  are  to be  used  in its
  construction or interpretation.
  
  11.  Counterparts.  This  Escrow  Agreement  may be  executed  in any  number of
  counterparts,  each of which shall be deemed an original, but all of which shall
  constitute one and the same instrument.
  
  12. Non-Waiver. No waiver by either party of any breach of any term or condition
  of this Escrow  Agreement  shall operate as a waiver of any other breach of such
  term or condition or of any other term or condition.  No failure to enforce such
  provision  shall operate as a waiver of such provision or of any other provision
  hereof,  or  constitute  or be deemed a waiver or release of any other party for
  anything arising out of, connected with, or based upon this Escrow Agreement.
  
  13. Binding Effect. This Escrow Agreement shall be binding upon and inure to the
  benefit of the parties hereto and their respective transferees,  successors, and
  assigns.  The parties  recognize and  acknowledge  that the powers and authority
  granted Escrow Agent herein are each  irrevocable  and coupled with an interest.
  Escrow Agent shall have no liability to Seller or Purchaser  for any mistakes in
  judgment in the  performance  of any function  hereunder,  except for failure to
  exercise due care, willful breach and willful misconduct.
  
  14. Nonlimitation of Liability.  Nothing contained herein shall in any way limit
  the  liabilities,  obligations and remedies of Seller and Purchaser as set forth
  in the Purchase Contract.
  
  15.  Governing Law. This Escrow  Agreement shall be governed by and construed in
  accordance with the laws of the State of Texas.
  
  16.   Time of Essence.  Time is of the essence of this Escrow Agreement.
  
  17. Entire Agreement;  Modification.  This Escrow Agreement supersedes all prior
  agreements  and  constitutes  the entire  agreement  with respect to the subject
  matter hereof.  It may not be altered or modified without the written consent of
  all parties.
  
        In witness  whereof  each of the  parties  hereto has caused  this  Escrow
  Agreement to be executed  under seal on its behalf by duly  authorized  persons,
  all as of the day and year first above written.
  
                                       Seller:
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                    Escrow Agent:
  
                                      Stewart Title Guaranty Service
  
                                      By:
                                      Name:
                                      Title:
  
                                      EXHIBIT E
  
                            FORM OF SPECIAL WARRANTY DEED
  
                                     (LOUISIANA)
  
  THE STATE OF LOUISIANA      ss.
                              ss.
  PARISH OF CADDO             ss.
  
        BE IT KNOWN, that on the dates and at the places  hereinafter set forth in
  the presence of the undersigned Notaries Public, duly commissioned and qualified
  in  and  for  their  respective  jurisdictions,  and  in  the  presence  of  the
  undersigned competent witnesses, personally came and appeared:
  
  CONSOLIDATED CAPITAL EQUITY PARTNERS,  L.P., a California limited partnership,
      domiciled in the City of Denver, State of Colorado,
  
  hereinafter referred to as "SELLER", which declared that:
  
        It does by these presents, GRANT, BARGAIN, SELL, CONVEY AND DELIVER, unto:
  
  WINSTON ACQUISITION  CORPORATION,  a Texas corporation,  domiciled in the City
       of Dallas, State of Texas,
  
  hereinafter referred to as "PURCHASER",  all of its interest in and to all those
  certain  lots,  tracts  or  parcels  of land in Caddo  Parish,  Louisiana,  more
  particularly described on Exhibit "A" attached hereto and incorporated herein by
  this reference for all purposes, together with all the improvements,  structures
  and fixtures  situated  thereon,  and all  appurtenances,  rights and privileges
  thereunto attached or in anywise belonging (the "Property");
  
        EXCEPT THAT,  this  conveyance is expressly  made subject to the Permitted
  Exceptions  described in Exhibit "B" hereto,  to the extent the same are validly
  existing and applicable to the Property (the "Permitted Encumbrances").
  
        This  sale is made for and in  consideration  of the sum of  $4,850,000.00
  cash in hand paid, and other good and valuable consideration, the sufficiency of
  which is hereby acknowledged and confessed.
  
        TO HAVE AND TO HOLD the  above  described  premises  unto  Purchaser,  its
  successors  and  assigns  forever,  and Seller  does  hereby  bind  itself,  its
  successors  and  assigns  to  forever  warrant  and defend  said  premises  unto
  Purchaser,  its successors  and assigns  against the lawful claims of any person
  now  claiming  or to claim  the same or any part  thereof  by  through  or under
  Seller, but not otherwise, subject only to the Permitted Encumbrances.
  
        In  addition,   Seller  hereby   conveys  to   Purchaser,   for  the  same
  consideration set forth above and subject to the same  consideration set for the
  above and subject to the Permitted  Encumbrances,  all of Seller's right,  title
  and interest,  if any, in and to adjacent  streets,  alleys,  rights-of-way  and
  strips and gores of land abutting or adjoining the Property.
  
        EXCEPT  AS TO THE  SPECIAL  WARRANTY  OF  TITLE  SET  FORTH  ABOVE , IT IS
  EXPRESSLY UNDERSTOOD AND AGREED THAT THE GRANT AND CONVEYANCE OF THE PROPERTY IS
  "AS-IS",  "WHERE-IS" AND "WITH ALL FAULTS" OF ANY KIND,  SELLER HAS NOT MADE AND
  DOES NOT  MAKE ANY  REPRESENTATIONS  OR  WARRANTIES,  EXPRESS  OR  IMPLIED,  AND
  EXPRESSLY  DISCLAIMS  WARRANTIES,   EXPRESS  OR  IMPLIED,  AS  TO  THE  FITNESS,
  MERCHANTABILITY  OR HABITABILITY OF THE PROPERTY,  FITNESS OF THE PROPERTY FOR A
  PARTICULAR  PURPOSE OR OTHERWISE.  PURCHASER,  BY ITS  ACCEPTANCE  HEREOF,  DOES
  HEREBY  RELEASE  AND FOREVER  DISCHARGE  SELLER,  ITS  OFFICERS,  DIRECTORS  AND
  TRUSTEES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM ANY
  AND ALL  CLAIMS,  OBLIGATIONS  AND  LIABILITIES  (WHETHER  BASED IN TORT,  UNDER
  CONTRACT  OR  OTHERWISE)  ATTRIBUTABLE,  IN  WHOLE  OR  IN  PART,  TO  ANY  SUCH
  REPRESENTATION  (OTHER  THAN THE  SPECIAL  WARRANTY  OF TITLE SET FORTH  HEREIN)
  AND/OR ALLEGED REPRESENTATION.
  
        Purchaser, by its acceptance hereof, hereby assumes payment of all standby
  charges,  ad valorem real estate taxes and assessments  with respect to the 2000
  calendar year and subsequent calendar years not yet due and payable, each to the
  extent attributable to all or any portion of the Property.
  
        Purchaser's address:
  
              5495 Beltline Road, Suite 330
              Dallas, Texas 75240
  
        Attached  hereto  as  Exhibit  "C"  is a  true  and  correct  copy  of the
  authorizing resolutions of Seller's general partner,  authorizing the conveyance
  of the Property to Purchaser
  
        THUS DONE AND  SIGNED in the City of Denver,  County of  Denver,  State of
  Colorado,  by Seller, on the ________ day of ________,  2000, in the presence of
  the undersigned  competent witnesses and me, Notary Public, after due reading of
  the whole.
  
  WITNESSES:                          CONSOLIDATED CAPITAL EQUITY
  
                                      PARTNERS, L.P.
                                      a California limited partnership
  ---------------------------
                                      By:   _____________________________
                                      Name: _____________________________
  ___________________________         Title:  ______________________________
  
  NOTARY PUBLIC My commission expires:
  
        THUS  DONE  AND  SIGNED  in the  City  of  __________________,  County  of
  __________________,  State of __________________,  by Purchaser,  on the _______
  day of  _____________,  2000,  in the  presence  of  the  undersigned  competent
  witnesses and me, Notary Public, after due reading of the whole.
  
  WITNESSES:                          WINSTON ACQUISITION CORPORATION
  
                                      a Texas corporation
  
  __________________________          By: ____________________
                                      Name: _________________
                                      Title: __________________
  
  --------------------------
  
  NOTARY PUBLIC
  My commission expires:                                .
  
                                      EXHIBIT F
  
                                FORM OF BILL OF SALE
  
        This Bill of Sale  ("Assignment")  is executed by CAPITAL EQUITY PARTNERS,
  L.P.,  a  California  limited  partnership  ("Seller"),   in  favor  of  WINSTON
  ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
        Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
  Contract and dated as of April 3, 2000  ("Purchase  Contract"),  in which Seller
  has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
  described in Exhibit "A" attached thereto and the  improvements  located thereon
  (collectively, the "Project").
  
        Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
  recourse or warranty, to Purchaser all of Seller's right, title and interest, if
  any, in and to the Property (as hereinafter defined).
  
        NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
  sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
  follows:
  
        1. As used herein,  the term "Property" shall mean the following  property
  to the extent  said  property  is owned by Seller  and used in,  held for use in
  connection with, or necessary for the operation of the Project:
  
       a.   Property  Contracts.  All of Seller's  rights and  interests in and to
            purchase orders, maintenance,  service or utility contracts or similar
            contracts which relate to the ownership, maintenance,  construction or
            repair  or  operation   of  the  Project,   but  only  to  the  extent
            transferable.
  
       b.   Leases.  All of  Seller's  rights  and  interests  in  and to  leases,
            subleases,  and other occupancy agreements,  whether or not of record,
            which  provide  for use or  occupancy  of  space or  facilities  on or
            relating to the Project.
  
       c.   Security Deposits.  All of Seller's rights and interests in and to any
            and all (i) prepaid rent held as security, (ii) security deposits, and
            (iii) pet  deposits,  if any,  held by Seller  under any of the leases
            assigned pursuant hereto.
  
       d.   Licenses and Permits.  All of Seller's  rights and interests in and to
            all licenses or permits  granted by  governmental  authorities  having
            jurisdiction  over  the  Project  and  utilized  with  respect  to the
            Project.
  
       e.   Fixtures and Tangible  Personal  Property.  All of Sellers  rights and
            interests in and to all fixtures,  furniture,  furnishings,  fittings,
            equipment, machinery, computers (to the extent located on the Property
            and owned by  Seller),  fax  machines  (to the  extent  located on the
            Property and owned by Seller),  copiers (to the extent  located on the
            Property  and  owned  by  Seller),  apparatus,  appliances  and  other
            articles of tangible  personal  property now located on the Project or
            in the improvements thereon and used in connection with any present or
            future occupation or operation of all or any part of the Project,  but
            only to the extent transferable.
  
              The term "Property"  shall not include any of the foregoing:  (i) to
  the extent the same are excluded or reserved to Seller  pursuant to the Purchase
  Contract to which Seller and Purchaser are parties;  and (ii) to the extent that
  the sale or transfer  thereof  requires  consent or approval of any third party,
  which consent or approval is not obtained by Seller. Nothing herein shall create
  a transfer or assignment of intellectual property or similar assets of Seller.
  
       2. Assignment. Seller hereby assigns, sells and transfers, without recourse
  or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
  and to the Property, subject to any rights of consent as provided therein.
  
        3. Assumption. Purchaser expressly agrees to assume and hereby assumes all
  liabilities  and  obligations of the Seller in connection  with the Property and
  agrees to perform all of the covenants  and  obligations  of Seller  thereunder.
  Purchaser further agrees to indemnify,  defend and hold Seller harmless from and
  against any and all cost,  loss,  harm or damage  which may arise in  connection
  with the  Property,  pertaining  to acts  arising on and after the date  hereof.
  Seller further agrees to indemnify,  defend and hold Purchaser harmless from and
  against any and all cost,  loss,  harm or damage  which may arise in  connection
  with the Property arising prior to the date hereof.
  
       4. Counterparts.  This Assignment may be executed in counterparts,  each of
  which shall be deemed an original,  and both of which together shall  constitute
  one and the same instrument.
  
        5.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
  party to enforce its rights under this Assignment,  the prevailing party in such
  action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
  expenses incurred in such action or proceeding,  including reasonable attorneys'
  fees and costs, in addition to any other relief awarded by the court.
  
        6.    Applicable Law. This Assignment shall be governed by and interpreted
  in accordance with the laws of the State in which the Property is located.
  
        7.    Titles and Section Headings.  Titles of sections and subsections
  contained in this Assignment are inserted for convenience of reference only, and
  neither form a part of this Assignment or are to be used in its construction or
  interpretation.
  
       8. Binding  Effect.This  Assignment  shall be binding upon and inure to the
  benefit of the parties hereto and their respective transferees,  successors, and
  assigns.
  
       9. Entire  Agreement;  Modification.  This Assignment  supersedes all prior
  agreements  and  constitutes  the entire  agreement  with respect to the subject
  matter hereof.  It may not be altered or modified without the written consent of
  all parties.
  
        WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
  PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
  WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
  IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
  FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.
  
  WITNESS the signatures and seals of the undersigned.
  
  Dated:                  , 2000
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                      EXHIBIT G
  
                                 GENERAL ASSIGNMENT
  
        This General Assignment ("Assignment") is executed by CONSOLIDATED CAPITAL
  EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  in favor of
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
        Seller and  Purchaser,  have entered  into that certain  Purchase and Sale
  Contract and dated as of April 3, 2000  ("Purchase  Contract"),  in which Seller
  has  agreed to sell and  Purchaser  has  agreed to  purchase  the real  property
  described in Exhibit "A" attached thereto and the  improvements  located thereon
  collectively,  the "Project").  Capitalized  terms not otherwise  defined herein
  shall have the meaning ascribed to them in the Purchase Contract.
  
        Pursuant to the Purchase  Contract,  Seller has agreed to assign,  without
  recourse or warranty, to Purchaser all of Seller's right, title and interest, if
  any, in and to the Miscellaneous Property Assets (as hereinafter defined).
  
        NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
  sufficiency  of which are hereby  acknowledged,  Seller and  Purchaser  agree as
  follows:
  
        1. As used herein, the term "Miscellaneous Property Assets" shall mean all
  contract rights,  leases,  concessions,  warranties,  plans, drawings, and other
  items of intangible  personal property relating to the ownership or operation of
  the Property and owned by Seller, but only to the extent transferable.  The term
  "Miscellaneous Assets" shall also include the following,  but only to the extent
  owned by Seller  and in  Seller's  possession:  site  plans,  surveys,  soil and
  substrata  studies,   architectural   renderings,   plans  and   specifications,
  engineering plans and studies, floor plans, tenant data sheets,  landscape plans
  and other plans or studies of any kind, if any,  which relate to the Land and or
  the  Improvements  or the  Fixtures  and Tangible  Personal  Property.  The term
  "Miscellaneous  Property Assets" shall also include all of Seller's  rights,  if
  any, in and to the name "Shirewood Townhomes".
  
        2. The term  "Miscellaneous  Property Assets" shall not include any of the
  foregoing:  (i) to the  extent  the same are  excluded  or  reserved  to  Seller
  pursuant to the Purchase Contract to which Seller and Purchaser are parties; and
  (ii) to the  extent  that the  sale or  transfer  thereof  requires  consent  or
  approval  of any third  party,  which  consent or  approval  is not  obtained by
  Seller.  Nothing  herein shall create a transfer or assignment  of  intellectual
  property or similar assets of Seller.
  
       3. Assignment. Seller hereby assigns, sells and transfers, without recourse
  or warranty,  to Purchaser all of Seller's right, title and interest, if any, in
  and to the  Miscellaneous  Property Assets,  subject to any rights of consent as
  provided therein.
  
        4. Assumption. Purchaser expressly agrees to assume and hereby assumes all
  liabilities and  obligations of the Seller in connection with the  Miscellaneous
  Property  Assets and agrees to perform all of the covenants and  obligations  of
  Seller thereunder. Purchaser further agrees to indemnify, defend and hold Seller
  harmless from and against any and all cost, loss, harm or damage which may arise
  in connection with the Miscellaneous Property Assets, pertaining to acts arising
  on and after the date hereof.  Seller  further  agrees to indemnify,  defend and
  hold Purchaser  harmless from and against any and all cost, loss, harm or damage
  which may arise in connection  with the  Miscellaneous  Property  Assets arising
  prior to the date hereof.
  
       5. Counterparts.  This Assignment may be executed in counterparts,  each of
  which shall be deemed an original,  and both of which together shall  constitute
  one and the same instrument.
  
        6.  Attorneys'  Fees.  If any action or  proceeding is commenced by either
  party to enforce its rights under this Assignment,  the prevailing party in such
  action or  proceeding  shall be  entitled to recover  all  reasonable  costs and
  expenses incurred in such action or proceeding,  including reasonable attorneys'
  fees and costs, in addition to any other relief awarded by the court.
  
       7. Applicable Law. This Assignment  shall be governed by and interpreted in
  accordance with the laws of the State in which the Project is located.
  
       8.  Titles  and  Section  Headings.  Titles  of  sections  and  subsections
  contained in this Assignment are inserted for convenience of reference only, and
  neither form a part of this Assignment or are to be used in its  construction or
  interpretation.
  
       9. Binding Effect.  This Assignment  shall be binding upon and inure to the
  benefit of the parties hereto and their respective transferees,  successors, and
  assigns.
  
       10. Entire Agreement;  Modification.  This Assignment  supersedes all prior
  agreements  and  constitutes  the entire  agreement  with respect to the subject
  matter hereof.  It may not be altered or modified without the written consent of
  all parties.
  
        WITH RESPECT TO ALL MATTERS  TRANSFERRED,  WHETHER TANGIBLE OR INTANGIBLE,
  PERSONAL OR REAL, SELLER EXPRESSLY  DISCLAIMS A WARRANTY OF MERCHANTABILITY  AND
  WARRANTY FOR FITNESS FOR A  PARTICULAR  USE OR ANY OTHER  WARRANTY  EXPRESSED OR
  IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM  COMMERCIAL CODE
  FOR THE STATE IN WHICH THE PROPERTY IS LOCATED.
  
  WITNESS the signatures and seals of the undersigned.
  
  Dated:  ___________, 2000
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                      EXHIBIT H
  
  Tenants at Shirewood Townhomes
  1103 Dudley Drive
  Shreveport, Louisiana  71104
  
                                      Re:   Your lease at _______________________
  
  Dear Tenant:
  
        Effective  as  of  ________________,  2000,  CONSOLIDATED  CAPITAL  EQUITY
  PARTNERS,  L.P., a California limited  partnership (the "Seller"),  has sold the
  Shirewood  Townhomes located at 1103 Dudley Drive,  Shreveport,  Louisiana 71104
  (and has  assigned  your  lease) to  Winston  Acquisition  Corporation,  a Texas
  corporation (the "Purchaser").  In connection with such sale and assignment, the
  Purchaser has assumed the Seller's  obligations as landlord under your lease and
  has also been transferred any unapplied and refundable  portion of your security
  deposit(s).      The     amount     of     your     security      deposit     is
  $______________________________.
  
        All rent  thereafter  due  should be made  payable  to the  Purchaser  and
  forwarded to the following address:
  
        ========================
        ------------------------
  
        All inquiries you may have should be addressed to the property  manager at
  the address set forth above.
  
                                  Very truly yours,
  
                                  Winston Acquisition Corp., a Texas corporation
  
                                  By:
                                  Name:
                                  Title:
  
                                      EXHIBIT I
  
                             LEAD-BASED PAINT DISCLOSURE
  
        Every  purchaser  of any  interest  in  residential  property  on  which a
  residential  dwelling was built prior to 1978 is notified that such property may
  present  exposure to lead from lead-based paint that may place young children at
  risk of developing lead poisoning.  Lead poisoning in young children may produce
  permanent  neurological  damage,   including  learning   disabilities,   reduced
  intelligence quotient,  behavioral problems, and impaired memory. Lead poisoning
  also poses a particular  risk to pregnant  women.  The seller of any interest in
  residential  real  property  is  required  to  provide  the  Purchaser  with any
  information on lead-based  paint hazards from risk assessments or inspections in
  the seller's  possession and notify the Purchaser of any known  lead-based paint
  hazards.  A risk assessment or inspection for possible  lead-based paint hazards
  is recommended prior to purchase.
  
  1. Except as set forth in Exhibit A attached hereto,  Seller has no knowledge of
  the presence of lead-based paint and/or  lead-based paint hazards in the housing
  located on the Land. To the best of Seller's  knowledge,  except as set forth in
  Exhibit B attached hereto,  there are no records or reports  available to Seller
  pertaining to lead-based  paint and/or  lead-based  paint hazards in the housing
  located on the Land.
  
  2. Purchaser  affirms that it has received from Seller the pamphlet Protect your
  Family from Lead in Your Home.  3.  Purchaser  affirms  that it has received the
  opportunity  to conduct a risk  assessment  or  inspection  for the  presence of
  lead-based  paint  and/or  lead-based  paint  hazards  required  by 24  CFR  ss.
  35.90(a).
  
        Seller and Purchaser  hereby certify that, to the best of their knowledge,
  their respective statements made above are accurate.
  
  Dated:                        .
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Equities, Inc.,
                                           a Delaware corporation
  
                                      By:  _________________________________
                                      Name: _______________________________
                                      Title: ________________________________
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,
                                      a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                  SCHEDULE 1.1.6(a)
  
  None
  
                                  SCHEDULE 1.1.6(b)
  
  None
  
                                    SCHEDULE 5.4
  
            1.   A current "Rent Roll"  (herein so called)  prepared (by Seller or
                 its  management  company) as of the first day of the month of the
                 Effective  Date,  which Rent Roll shall  reflect,  as of the date
                 thereof,  in relation to Leases and or other  tenancy  agreements
                 with  respect  to the  Project  executed  and in effect as of the
                 Effective Date, unit numbers,  tenant names,  monthly rental, the
                 amount of the tenant's security deposit,  and the expiration date
                 of each Lease.  The Rent Roll shall be promptly  updated upon the
                 request of Purchaser,  but not more frequently  than monthly.  At
                 Closing, Seller shall provide Purchaser with an updated Rent Roll
                 dated not earlier than five (5) days prior to Closing;
  
            2.   Copies of the tax  statements  for the  Property  for the current
                 year (if issued), 1998 and 1999 (to the extent available);
  
            3.   Copies  of  monthly  operating  statements,  monthly  income  and
                 expense  reports,  and monthly rent rolls for calendar year 2000,
                 year to date,  together  with a year end annual rental report for
                 the calendar years 1998 and 1999;
  
            4.   Copies of the original certificates of occupancy for the Property
                 (to the extent available);
  
            5.   A schedule listing monthly physical  occupancy for calendar years
                 1998, 1999 and 2000 year to date (to the extent available);
  
            6.   Copies of water/sewer,  gas and electricity  bills for each month
                 during 1999 and 2000 year to date (to the extent available);
  
            7.   All notices or  correspondence  from any taxing  authority or tax
                 appraisal  district  for  1998,  1999  and  2000  (to the  extent
                 available  and  without  investigation  beyond  what  is  in  the
                 possession of Manager).
  
                                    SCHEDULE 7.3
  
  Project                               Seller
  
  Prime Crest Apartments                Ambassador VIII, L.P.
  9001 Northgate Boulevard
  Austin, Texas 78758
  
  Royal Crest Apartments             Ambassador VIII, L.P.
  9300 Northgate Boulevard
  Austin, Texas 78758
  
  Easton Terrace I Apartments        Easton Terrace I Associates Limited
                                     Partnership
  
  10429 Lone Tree
  Dallas, Texas 75218
  
  Easton Terrace II Apartments       Easton   Terrace  III   Associates   Limited
                                     Partnership
  
  10429 Lone Tree
  Dallas, Texas 75218
  
  Northlake Terrace Apartments       North  Lake   Terrace   Associates   Limited
                                     Partnership
  
  8501 Lullwater
  Dallas, Texas 75238
  
  Northwest Terrace Apartments       Northwest   Terrace    Associates    Limited
                                     Partnership
  
  8501 Lullwater
  Dallas, Texas 75238
  
  The Mills Apartments                  Ambassador VIII, L.P.
  10225 Bissonnett
  Houston, Texas 77036
  
  The Pines of Northwest Crossing       Houston Pines
  7200 Pinemont
  
  Houston, Texas 77040
  
  Shirewood Townhomes                   Consolidated Capital Equity Partners, L.P.
  1103 Dudley Drive
  Shreveport, Louisiana 71104
  
  ARTICLE 1   DEFINED TERMS...................................................1
  
  ARTICLE 2   PURCHASE AND SALE OF PROPERTY...................................4
  
  ARTICLE 3   PURCHASE PRICE & DEPOSIT........................................4
  
  ARTICLE 4   FINANCING.......................................................5
  
  ARTICLE 5   INSPECTIONS.....................................................5
  
  ARTICLE 6   TITLE...........................................................7
  
  ARTICLE 7   CLOSING.........................................................9
  
  ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS
              OF SELLER AND PURCHASER........................................13
  
  ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING................................18
  
  ARTICLE 10  BROKERAGE......................................................20
  
  ARTICLE 11  POSSESSION.....................................................20
  
  ARTICLE 12  DEFAULTS AND REMEDIES..........................................20
  
  ARTICLE 13  RISK OF LOSS OR CASUALTY.......................................21
  
  ARTICLE 14  LEAD-BASED PAINT DISCLOSURE....................................21
  
  ARTICLE 15  EMINENT DOMAIN.................................................22
  
  ARTICLE 16  MISCELLANEOUS..................................................22
  
                                                                     EXHIBIT 10.26
  
                                   FIRST AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS FIRST  AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the 3rd day of  April,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
                                      RECITALS
  
        A.....Purchaser  and Seller have entered  into that  certain  Purchase and
  Sale  Contract (the  "Purchase  Contract")  dated as of April 3, 2000,  covering
  certain  parcels of real  property  located  in Dallas  County,  Texas,  as more
  particularly  described in the Purchase Contract. All capitalized terms used but
  not defined in this  Amendment  shall have the  meaning  ascribed to them in the
  Agreement.
  
        B.....Purchaser  and  Seller  desire to amend  the  Purchase  Contract  in
  certain respects, as set forth below.
  
                                     AGREEMENTS
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
        1.....Section  6.1 shall be  amended  and  modified  such that the date of
  "April 7, 2000",  contained in the second sentence thereof,  shall be changed to
  "April 10, 2000".
  
        2.....Section 7.1.2 shall be amended and modified to add an "(a) after the
  word  "extended"  in the first line  thereof,  and,  at the end of such  Section
  before the ".", the following:
  
         "(b) at the option of Purchaser to a date not later than thirty (30) days
         following the Closing Date specified above,  such option to be subject to
         and  exercisable  by the  delivery,  not less than five (5) Business Days
         prior to the Closing  Date,  of (i)  written  notice to Seller and Escrow
         Agent of  Purchaser's  election to exercise  such option and (ii) deposit
         with Escrow Agent of an increase to the Deposit in the additional  amount
         of $14,000.00,  paid in immediately available funds. The increased amount
         of the Deposit shall be non-refundable in all events and shall be paid to
         Seller concurrently with the disbursement of the Deposit to either Seller
         or Buyer in  accordance  with the terms of this  Purchase  Contract,  but
         shall be credited toward the Purchase Price at Closing."
  
         3....Section 7.3 is hereby amended and modified to insert "(other than by
  reason of any  termination  pursuant  to Section  6.7)"  after the words "in the
  event any of the purchase contracts for the Related Properties are terminated or
  cancelled by Purchaser for any reason" in the third sentence thereof.
  
        4.....Except  as modified by this Amendment,  the Purchase  Contract is in
  full force and effect as originally written.  This Amendment may be executed (a)
  by facsimile transmission,  the same of which will be treated as an original and
  (b) in one or more  counterparts,  each of which shall be deemed an original and
  all of which combined shall constitute one and the same instrument.  Each of the
  parties executing this Amendment  represents and warrants that it has been fully
  authorized and has the requisite  authority to bind the respective  party to the
  terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                     PURCHASER:
  
                                      Winston Acquisition Corporation,   a   Texas
                                      corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
  
                                      a California limited partnership
  
                                      By:  ConCap Holdings, Inc.,
                                           a Texas corporation
  
                                      By:
                                      Name:
                                      Title:
  
                                                                     EXHIBIT 10.27
  
                                  SECOND AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the 17th day of April,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
                                      RECITALS:
  
        A.  Purchaser and Seller have entered into that certain  Purchase and Sale
  Contract  (as  amended,  the  "Purchase  Contract")  dated as of April 3,  2000,
  covering  certain parcels of real property  located in Dallas County,  Texas, as
  more particularly described in the Purchase Contract.
  
        B. The Purchase  Contract  was amended and modified by that certain  First
  Amendment  to  Purchase  and Sale  Contract,  dated as of April 3, 2000,  by and
  between Purchaser and Seller.
  
       C.  Purchaser  and Seller  desire to again amend the  Purchase  Contract in
  certain respects, as set forth below.
  
       D. All capitalized  terms used but not defined in this Amendment shall have
  the meaning ascribed to them in the Agreement.
  
                                     AGREEMENTS:
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
        1. Section 6.2 of the  Agreement  shall be amended and modified  such that
  all  references  contained  in such  section  to the date which is five (5) days
  after Seller's  Receipt of the Objection  Notice shall be extended to 5:00 p.m.,
  Dallas, Texas time, of April 18, 2000.
  
        2. Section 16.6 of the Agreement and each other notice provision referring
  to Seller  contained  in any of the Exhibits to the  Agreement,  even though not
  specifically  identified herein, shall be amended and modified to substitute for
  the facsimile number of Seller  contained  therein the following  number:  (303)
  691-5662.
  
        3. Except as modified by this Amendment,  the Purchase Contract is in full
  force and effect as originally  written.  This  Amendment may be executed (a) by
  facsimile transmission, the same of which will be treated as an original and (b)
  in one or more  counterparts,  each of which shall be deemed an original and all
  of which combined  shall  constitute  one and the same  instrument.  Each of the
  parties executing this Amendment  represents and warrants that it has been fully
  authorized and has the requisite  authority to bind the respective  party to the
  terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                            PURCHASER:
  
                                            Winston Acquisition Corporation,
                                            a Texas corporation
  
                                            By:   ______________________________
                                            Name: ______________________________
                                            Title:______________________________
  
                                            SELLER:
  
                                     Consolidated Capital Equity Partners, L.P.,
                                     a California limited partnership
  
                                           By: ConCap Holdings, Inc.,
                                               a Texas corporation
                                           By:   ________________________
                                           Name:       ________________________
                                           Title:      ________________________
  
                                                                   EXHIBIT 10.28
  
                                   THIRD AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS THIRD  AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the  19th  day of May,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Purchaser").
  
                                      RECITALS:
  
        A.  Purchaser and Seller have entered into that certain  Purchase and Sale
  Contract (the "Purchase  Contract") dated as of April 3, 2000,  covering certain
  parcels of real property located in Dallas County,  Texas, as more  particularly
  described in the Purchase Contract.
  
        B. The Purchase  Contract  was amended and modified by that certain  First
  Amendment to Purchase and Sale  Contract  (the "First  Amendment"),  dated as of
  April 3, 2000, by and between Purchaser and Seller.
  
        C. The Purchase  Contract  was again  amended and modified by that certain
  Second Amendment to Purchase and Sale Contract (the "Second  Amendment"),  dated
  as of April 17, 2000, by and between Purchaser and Seller.
  
       D.  Purchaser  and Seller  desire to again amend the  Purchase  Contract in
  certain respects, as set forth below.
  
        E. All capitalized terms used but not defined in this Amendment shall have
  the meaning ascribed to them in the Purchase  Contract,  as amended by the First
  Amendment and the Second  Amendment  (all  references  to the Purchase  Contract
  shall  hereinafter  refer to the  Purchase  Contract  as  amended  by the  First
  Amendment and the Second Amendment).
  
                                     AGREEMENTS:
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
        1. Section 7.1.1 of the Purchase  Contract is hereby amended such that the
  date of the Closing stated therein shall be July 14, 2000.
  
       2.  Section  7.1.2.  of the Purchase  Contract is hereby  amended such that
  Subsection 7.1.2(b) thereof is hereby deleted in its entirety.
  
        3. Except as  modified  by this  Amendment,  the First  Amendment  and the
  Second  Amendment,  the  Purchase  Contract  is in  full  force  and  effect  as
  originally   written.   This   Amendment   may  be  executed  (a)  by  facsimile
  transmission, the same of which will be treated as an original and (b) in one or
  more  counterparts,  each of which shall be deemed an original  and all of which
  combined  shall  constitute  one and the same  instrument.  Each of the  parties
  executing  this  Amendment  represents  and  warrants  that  it has  been  fully
  authorized and has the requisite  authority to bind the respective  party to the
  terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                            PURCHASER:
  
                                            Winston Acquisition Corporation,
                                            a Texas corporation
  
                                            By:   ______________________________
                                            Name: ______________________________
                                            Title:______________________________
  
                                            SELLER:
  
                                    Consolidated Capital Equity Partners, L.P.,
                                    a California limited partnership
  
                                            By:     ConCap Holdings, Inc.,
                                                    a Texas corporation
  
                                                  By:   ________________________
                                                        Harry Alcock
                                                        Executive Vice President
  
  \                                                                 EXHIBIT 10.29
  
                                  FOURTH AMENDMENT
  
                            TO PURCHASE AND SALE CONTRACT
  
        THIS FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
  entered  into as of the 14th  day of July,  2000,  by and  between  CONSOLIDATED
  CAPITAL EQUITY PARTNERS, L.P., a California limited partnership ("Seller"),  and
  SW SHIRE PARTNERS, L. P., a Texas limited partnership ("Purchaser"), assignee of
  WINSTON ACQUISITION CORPORATION, a Texas corporation ("Original Purchaser").
  
                                      RECITALS:
  
        A. Original  Purchaser and Seller have entered into that certain  Purchase
  and Sale Contract (the "Purchase  Contract") dated as of April 3, 2000, covering
  certain  parcels of real property  located in Caddo Parish,  Louisiana,  as more
  particularly described in the Purchase Contract.
  
        B. The Purchase  Contract  was amended and modified by that certain  First
  Amendment to Purchase and Sale  Contract  (the "First  Amendment"),  dated as of
  April 3, 2000, by and between Original Purchaser and Seller.
  
        C. The Purchase  Contract  was again  amended and modified by that certain
  Second Amendment to Purchase and Sale Contract (the "Second  Amendment"),  dated
  as of April 17, 2000, by and between Original Purchaser and Seller.
  
  D. The Purchase  Contract was again  amended and modified by that certain  Third
  Amendment to Purchase and Sale Contract (the "Third Amendment"), dated as of May
  19, 2000, by and between Original Purchaser and Seller.
  
        E. Original  Purchaser  assigned its interest in the Purchase  Contract to
  Purchaser  pursuant to that certain  Assignment  of Purchase  and Sale  Contract
  dated effective as of June 27, 2000.
  
        F.    Purchaser and Seller desire to again amend the Purchase Contract in
  certain respects, as set forth below.
  
        G. All capitalized terms used but not defined in this Amendment shall have
  the meaning ascribed to them in the Purchase  Contract,  as amended by the First
  Amendment,  the Second  Amendment and the Third Amendment (all references to the
  Purchase Contract shall hereinafter refer to the Purchase Contract as amended by
  the First Amendment, the Second Amendment and the Third Amendment).
  
                                     AGREEMENTS:
  
        FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
  SUFFICIENCY  OF WHICH IS HEREBY  ACKNOWLEDGED,  Buyer and Seller hereby agree as
  follows:
  
  1. The  definition  of "Closing  Date"  contained in Section 1.1 of the Purchase
  Contract is hereby amended and restated in its entirety as follows:
  
              1.1.3.  "Closing  Date"  means  the  effective  date  on  which  all
        conditions to the consummation of the Closing,  other than (a) the payment
        of the  Purchase  Price,  (b)  the  discharge  and  release  of all  liens
        affecting the Property,  (c) the  termination of the Management  Contract,
        and (d) the  issuance to Purchaser  of the Title  Policy,  shall have been
        satisfied.
  
       2. Section 7.1.1 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
  7.1.1  The Closing  shall occur on July 21, 2000,  through an escrow with Escrow
         Agent (the "Closing  Escrow")  established  not later than July 14, 2000.
         July 14, 2000 shall be the "Closing  Date" and the effective  date of the
         conveyance of the Property from Seller to  Purchaser.  Seller,  Purchaser
         and their attorneys need not be physically  present at the Closing or the
         establishment of the Closing Escrow,  and may deliver  documents into the
         Closing  Escrow by overnight  air courier or other means under letters of
         instruction  from the  respective  attorneys  for Seller  and  Purchaser,
         and/or either of them.
  
       3. Section 7.1.2 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
              7.1.2 The Closing  Date (and the  Closing)  may be extended  without
        penalty at the option of Seller to a date not later than  thirty (30) days
        following  the  Closing  Date and  Closing  specified  above to  satisfy a
        condition  to be  satisfied  by Seller,  or such later date as is mutually
        acceptable to Seller and Purchaser.
  
       4. Section 7.2.1 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
              7.2.1 On the Closing  Date,  Seller  shall  deliver into the Closing
        Escrow  each of the  following  items,  as  applicable,  unless  otherwise
        provided below:
  5. Section 7.2.1.8 of the Purchase  Contract is hereby amended and restated
  in its entirety as follows:
  
       7.2.1.8 Evidence that the Management Agreement will be terminated effective
  as of the Closing.
  
       6. Section 7.2.2 of the Purchase Contract is hereby amended and restated in
  its entirety as follows:
  
              7.2.2. On the Closing Date, Purchaser shall deliver into the Closing
        Escrow  each of the  following  items,  as  applicable,  unless  otherwise
        provided below:
  
       7. Section 7.2.2.1.  is amended to be deleted from Section 7.2.2 ., and, in
  lieu thereof, to be replaced with the following:
  
              7.2.2.1 Evidence of the availability of funds to make the payment of
        the Purchase Price due from the Purchaser at the Closing.  If Purchaser is
        obtaining  financing from a third party lender  ("Purchaser's  Lender") as
        the source of the payment of the Purchase Price (the "Acquisition  Loan"),
        then such  evidence  shall  consist of a letter  from  Purchaser's  Lender
        acknowledging all of the documentation required by Purchaser's Lender as a
        conditioned to the making of the Acquisition Loan has been executed and/or
        delivered,  and all  commitment  fees due from  Purchaser  to  Purchaser's
        Lender  have  been  paid,   such  that  (a)  the   Acquisition   Loan  has
        "pre-closed",  meaning all  conditions  to the funding of the  Acquisition
        Loan  have  been  satisfied  other  than the  Purchaser's  contemporaneous
        acquisition  of title to the Property free and clear of the Mortgage,  and
        (b) Purchaser's Lender is obligated to fund the Acquisition Loan under its
        loan commitment to Purchaser.
  
        8. Section  7.2.3 is hereby  amended (a) to  substitute  for the words "at
  Closing," contained in the first line thereof, the words, "on the Closing Date",
  and (b) to insert the words "into the Closing  Escrow" after the word  "deliver"
  in the second line thereof.
  
       9. A new  Section  7.2.4 is  hereby  added,  after  Section  7.2.3,  to the
  Purchase Contract:
  
              7.2.4 Not later than the day of the Closing:
  
                    7.2.4.1  Seller  shall  effect and obtain  the  discharge  and
              release of the liens  encumbering  the Property to be  discharged by
              Seller pursuant to the terms of this Purchase  Contract.  Seller may
              use  any  portion  of the  Purchase  Price  for the  Property(s)  to
              consummate  the same,  provided that Seller shall have  delivered or
              caused to be delivered into the Closing Escrow, by the Closing Date,
              instruments in recordable  form sufficient to satisfy such liens and
              encumbrances of record (or, as to any mortgages or deeds of trust).
  
                    7.2.4.2  Purchaser  shall deliver or cause the delivery to the
              Escrow  Agent of the full  Purchase  Price as  required by ARTICLE 3
              hereof plus or minus the adjustments or prorations  required by this
              Purchase Contract.
  
        10. Section 9.1 and Section 9.2 of the Purchase  Contract shall be, and is
  hereby,  modified to insert the words "as of the Closing  Date" in the following
  provisions:
  
  (a)   at the end of Section 9.1.5;
  
  (b)   at the beginning of Section 9.1.6;
  
  (c)               at the beginning of Section 9.1.8,  provided that the words ",
                    subject only to the  consummation  by Seller of the funding(s)
                    necessary to discharge the Sellers Note  Obligations" are also
                    added after the words  "shall have been  obtained" in the last
                    line thereof;
  
  (d)   at the beginning of Section 9.2.3; and
  
  (e)   at the beginning of Section 9.2.4.
  
        11. Section 13.1 of the Purchase Contract shall be, and is hereby, deleted
  from the Purchase and Sale  Contract,  and Section 13.2 shall be, and is hereby,
  modified to delete the words "and the cost of repair is less than  $150,000," in
  the second line thereof.
  
        12.  Section  15.1 of the  Purchase  Contract  shall  be,  and is  hereby,
  modified  to  substitute  for the word  "Closing"  contained  in the first  line
  thereof, the words "the Closing Date".
  
        13. Except as expressly  modified by this Amendment,  the First Amendment,
  the Second Amendment and the Third Amendment,  the Purchase  Contract is in full
  force and effect as originally written.
  
        14. This Amendment may be executed (a) by facsimile transmission, the same
  of which will be treated as an  original,  and (b) in one or more  counterparts,
  each of which  shall be  deemed  an  original  and all of which  combined  shall
  constitute one and the same instrument.
  
        15. Each of the parties  executing this Amendment  represents and warrants
  that it has been fully  authorized  and has the requisite  authority to bind the
  respective party to the terms hereof.
  
        IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
  the date first set forth above.
  
                                     PURCHASER:
  
                                      SW SHIRE PARTNERS, L.P.,
                                       a Texas limited partnership
  
                                      By:   SW Shire Investments, Inc., a Texas
                                            corporation,
                                            its general partner
                                      By:__________________________
                                            Richard M. Barge
  
                                       SELLER:
  
                                      Consolidated Capital Equity Partners, L.P.,
                                      a California limited partnership
  
                                      By:   ConCap Holdings, Inc.,
                                              a Texas corporation
  
                                      By:   ________________________
                                            Harry Alcock
                                            Executive Vice President