ASSIGNMENT OF AGREEMENT FOR PURCHASE AND SALE


         For and in  consideration  of One and No/100ths  Dollar ($1.00) in hand
paid by THICKET APARTMENTS, L.P., a Delaware limited partnership,  having as its
sole general partner Thicket Holdings,  Inc., a Georgia corporation (hereinafter
referred to as  "Assignee"),  to A & P INVESTORS,  INC.,  a Georgia  corporation
(hereinafter   referred  to  as   "Assignor"),   and  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Assignor  hereby  assigns,  transfers  and conveys to Assignee all of Assignor's
right, title and interest in and to that certain Agreement for Purchase and Sale
by and between The Patrician  Mortgage  Company,  as Seller,  and  Assignor,  as
Purchaser,  dated  March  27,  1996  (hereinafter  referred  to  as  the  "Sales
Agreement"). Assignee hereby accepts said assignment, transfer and conveyance of
the Sales  Agreement by Assignor and hereby  assumes all of  Assignor's  rights,
duties and obligations under said Sales Agreement.

         Witness the hands and seals of the parties hereto as of the 25th day of
June, 1996.

   ASSIGNOR:

   A & P INVESTORS, INC., a Georgia corporation

   By:      /s/Peter D. Anzo
   -------------------------
            Peter D. Anzo
            Title: CEO

[Corporate Seal]



   ASSIGNEE:

   THICKET APARTMENTS, L.P., a Delaware limited
   partnership


   By:Thicket Holdings, Inc., a Delaware corporation,
      general partner

   By:      /s/Peter D. Anzo
   -------------------------
               Peter D. Anzo
               Title: CEO

[Corporate Seal]