CLOSING DATE: NOVEMBER 22, 1996 SELLER: NATIONAL PROPERTY INVESTORS II, A CALIFORNIA LIMITED PARTNERSHIP BUYER: SUGAR MILL, LIMITED PARTNERSHIP, A TENNESSEE LIMITED PARTNERSHIP PROPERTY: THE SUGAR MILL APARTMENTS, MELBOURNE, FLORIDA BUYER'S CLOSING STATEMENT Debits Credits Real Property Purchased $5,247,000.00 Prorate 1996 Taxes: Brevard County Real Property $ 85,954.93 Brevard County Personal Property 684.09 *See Note 1 Proration of November 1996 Rents 21,896.11 Prepaid Rents 12,460.00 Security Deposits 58,400.00 Rent Ready Adjustment 3,134.80 *See Note 2 Service Contract Payment Proration POC POC *See Note 3 1/2 Owner's Title Premium, Search Fee 9,108.00 and Escrow Fee: Lawyers Title Insurance Corporation Endorsements: 2,084.10 Lawyers Title Insurance Corporation Mortgagee Title Premium: 250.00 Lawyers Title Insurance Corporation 1/2 Recording Costs: Brevard County Recorder -Record Special Warranty Deed 19,411.50 *See Note 4 1/2 Survey Costs: Reimbursement to General 2,047.50 Capital Corporation Brokerage Commission: General Capital Mortgage, Inc. 297,000.00 *See Note 5 Earnest Money Deposit 50,000.00 *See Note 6 Cash Required to Close 4,750,371.17 Totals: $5,279,901.10 $5,279,901.10 SELLER'S CLOSING STATEMENT Debits Credits Real Property Sold $5,247,000.00 Mortgage loan payoff: Barnett Bank $1,094,516.82 *See Note 7 Prorate 1996 Taxes: Brevard County Real Property 85,954.93 Brevard County Personal Property 684.09 *See Note 1 Proration of November 1996 Rents 21,896.11 Prepaid Rents 12,460.00 Security Deposits 58,400.00 Rent Ready Adjustment 3,134.80 *See Note 2 Service Contract Payment Proration POC POC *See Note 3 1/2 Title Premium, Search Fee 9,108.00 and Escrow Fee: Lawyers Title Insurance Corporation 1/2 Recording Costs: Brevard County Recorder -Record Special Warranty Deed 17,332.50 -Record Release 15.00 *See Note 4 1/2 Survey Costs: Reimbursement to General 2,047.50 Capital Corporation Brokerage Commission: General Capital Mortgage, Inc. 297,000.00 Sales Cost Reimbursement: Insignia Mortgage & Investment Co. 83,540.97 White & Reasor - Fees and Expenses 18,906.69 Net Proceeds to Seller 3,542,002.59 Totals: $5,247,000.00 $5,247,000.00 We have examined the above statement and find it correct. This acknowledges that the above amounts have been paid as stated with our approval and for our account and benefit. Nevertheless, we agree that if errors or omissions in the above statement are discovered within ninety (90) days of the closing date shown above, adjustments will be made promptly, in cash, between Buyer and Seller. Date: As of November 22, 1996. SELLER: BUYER: NATIONAL PROPERTY INVESTORS II, SUGAR MILL, LIMITED PARTNERSHIP a California limited a Tennessee limited partnership partnership By: AOF II, Inc., a Tennessee By: NPI EQUITY INVESTMENTS, corporation, INC., a Florida general partner corporation, general partner By: /s/ Barrett B. Sutton, Jr. By: /s/ William H. Jarrard, Jr. Title: EVP Title: President *NOTES: 1. Based upon 1996 real property taxes of $96,206.43 and personal property taxes of $765.68. 2. Adjustment made in accordance with contract Section 11(l). 3. Service Contract payments and license fees will be prorated, post-closing, between Buyer and Seller. 4. Each party's share of recording cost adjusted by amount attributable to commission. 5. Buyer will satisfy the broker's commission for which Seller is responsible by contract. 6. Interest earned on the earnest money deposit was refunded directly to Buyer outside closing. 7. Balance as of November 22, 1996, pursuant to payoff letter dated November 20, 1996 (copy attached).