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                  The purchaser's obligation under the rental purchase                
             agreement to purchase the subject properties was subject                 
             to the following condition:                                              
                  Rental of the Properties to individual tenants                      
                  shall have been arranged, or shall be arranged,                     
                  upon execution by Purchaser of this Agreement                       
                  in accordance with the procedures set forth in                      
                  Exhibit "C," attached hereto and by this                            
                  reference made a part hereof.                                       
             According to exhibit C, in the event that EPIC had not                   
             leased all of the properties as of the closing date, then                
             Babcock agreed to pay to the purchaser an amount equal to                
             three times the monthly fair market rent of each property                
             not leased as of the closing date as a nonrefundable                     
             contribution toward the expense of listing, showing, and                 
             leasing such property after the closing date.  We refer                  
             to this amount as the rent advance.                                      
                  Under the rental purchase agreement, Babcock agreed                 
             to pay to EPIC 6.8 percent of the purchase price of each                 
             property on the closing date.  We refer to this amount as                
             the builder fee.  The agreement further requires as a                    
             condition to the purchaser's obligation under the agreement              
             that Babcock pay to the purchaser 19.455 percent of the                  
             purchase price of each property "as a contribution towards               
             rental deficits (referred to as the Rental Deficit                       
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