Membership Interest Purchase and Sale Agreement

PURCHASE AND SALE AGREEMENT


In this Purchase and Sale Agreement (this "Agreement") the following terms shall have the following meanings:


Date: March __, 2001


Seller: Corporate Realty Investment Company, L.L.C.
One Exeter Plaza, 11th Floor
Boston, Massachusetts 02116
Telephone: (617) 303-4400
Facsimile: (617) 303-4440


Buyer: Fort Austin Limited Partnership
c/o American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
Telephone: (615) 221-2250
Facsimile: (615) 221-2269
Attention: Todd Kaestner


The Owner: CRICFW One, LLC, a Delaware limited liability company formed
pursuant to a Limited Liability Company Agreement of CRICFW One, LLC
(the "LLC Agreement"), dated as of February 8, 1998, among Wilmington
Trust Company ("WTC"), as Independent Manager, and Seller, as Member.


Membership Interest: One hundred percent (100%) of the Membership Interest in the
Owner, which is presently held by Seller. As used herein,
"Membership Interest" shall have the meaning given to it in
the LLC Agreement.


Premises: The eighteen (18) parcels of land located at the addresses set
forth, and as further described, in Exhibit A attached hereto,
together with the improvements thereon and the rights and
easements appurtenant thereto, if any.


Financing: Financing with respect to the Premises in the aggregate
original principal amount of _____________________________
Dollars ($_____________) evidenced by eighteen (18) Promissory
Notes (collectively the "Note") issued by the Owner to Legg
Mason Real Estate Services, Inc. ("Legg


2


Mason"), and the other financing documents referred to in
Exhibit B attached hereto. The Note and all other documents
evidencing or securing the Note as referred to in said Exhibit
B are collectively referred to herein as the "Financing
Documents." Legg Mason or any other holder of the Note, from
time to time, shall be referred to herein as "Lender."


Lease: The Lease Agreements between the Owner and certain
subsidiaries of Fleetwood Enterprises, Inc. (collectively the
"Tenant"), pursuant to which the Owner has leased the Premises
to Tenant as more particularly described in Exhibit C attached
hereto. The Lease and the related documents set forth in
Exhibit C are collectively referred to herein as the "Lease
Documents."


Purchase Price: Aggregate Purchase Price of [Fifteen Million Six Hundred
Ninety Thousand Two Hundred Sixty Two Dollars ($15,690,262)]
comprised of a Cash Portion and effectuation of a Loan
Assumption (both defined below) plus the Lender Fees (as
hereinafter defined): (as (i) The Cash Portion shall be equal
to the difference between the Purchase Price and the Loan
Assumption, by wire transfer of immediately available federal
funds, plus (ii) The Loan Assumption means the assumption by
the Buyer on the Closing Date of all obligations of Owner,
Seller and Seller's affiliates under the Financing Documents
including, but not in any way limited to, an outstanding
balance of the Note equal to Nine Million Five Hundred Four
Thousand Five Hundred Dollars ($9,504,500) (the "Assumed Loan
Balance"); provided, however, that Seller may use the Cash
Portion at Closing to pay down the Note in order to arrive at
the Assumed Loan Balance (the "Loan Paydown") and pay the
Lender Fees to Lender. On the Closing Date, the Deposit shall
be credited towards the Cash Portion component of the Purchase
Price.


Deposit: Aggregate Deposit of One Hundred Thousand Dollars ($100,000),
comprised of Fifty Thousand Dollars ($50,000) (the "Initial Deposit")
in immediately available Federal funds to be delivered by Buyer to the
Escrow Agent upon delivery of an original fully executed copy of this
Agreement to the Buyer and an additional Fifty Thousand Dollars
($50,000) (the "Additional Deposit") in immediately available federal
funds to be delivered by Buyer to the Escrow Agent upon expiration of
the Due Diligence Period.


The Initial Deposit together with the Additional Deposit are
herein referred to collectively as the "Deposit." Upon the Purchaser
providing the Escrow Agent with an executed IRS Form W-9, the Deposit
shall be held in an interest bearing account, such interest to accrue
for the benefit of Purchaser.


Escrow Agent: First American Title Insurance Company


-2- 3


One Financial Center
15th Floor
Boston, MA 02111
Attention: Annette Labreque
Facsimile: (617) 345-5444 Escrow Agent's Wiring Instructions: BANK: State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110


BANK CONTACT: Diana Morris, Unit Manager
816/691-8619


ABA ROUTING NO.: 011-000-028


ACCOUNT NO.: 23628365


ACCOUNT NAME: First American Title Insurance Company
National Accounts - Escrow Account


Please telephone Annette Labreque (617) 772-9229 with the date, amount,
and transaction reference for any funds to be wired.


Exhibits Attached: A. Legal Description of the Premises
B. List of Financing Documents
C. List of Lease Documents
D. Form of Assignment of Membership Interest
E. List of Environmental Reports and Additional Property
Information
F. List of Owner Financial Statements
G. List of Tenant and Lease Guarantor Financial Statements
H. List of Title Documentation
I. Intentionally Omitted
J. Form of Non-Foreign Affidavit
K. Assignment of Fee Agreement


For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell, assign, transfer and convey the Membership Interest to Buyer, and Buyer agrees to acquire the Membership Interest from Seller, on the terms and conditions set forth herein. The terms and conditions under which the Membership Interest shall be conveyed are as follows:


-3- 4


1. CLOSING. The date (the "Closing Date") for the performance of
this Agreement (the "Closing") shall be within five (5) days
after the later to occur of (a) the satisfaction or waiver by
Buyer of all conditions set forth in Section 13 hereof prior
to the Due Diligence Date (as hereinafter defined) or (b)
Seller's Delivery to Buyer of the items listed in subsections
3(f), (g), (i), (j), (k) and (l) hereof. If any of such
conditions are not satisfied prior to June 13, 2001, then this
Agreement may be terminated by either party hereto, in which
event the Deposit shall be returned to Buyer, unless the
conditions set forth in Subsection 3(k) hereof have not been
satisfied due to the actions or inactions of Buyer, or the
failure of Buyer to satisfy such Lender Conditions (as
hereinafter defined) that are in Buyer's control. The Closing
shall be accomplished by mail and wire transfer and shall
consummate at the offices of Shapiro, Israel & Weiner, P.C.,
100 North Washington Street, Boston, MA ("Seller's Counsel")
at 10:00 A.M. on the Closing Date, unless otherwise agreed
upon in writing by Buyer and Seller.


2. ASSIGNMENT OF MEMBERSHIP INTEREST. At the Closing, Seller
shall assign, transfer and convey the Membership Interest to
Buyer by execution and delivery of the Assignment of
Membership Interest in the form attached hereto as Exhibit D.
The Membership Interest, at the time of the Closing, shall be
free and clear of any liens, encumbrances, or claims of any
third parties.


3. SELLER'S CLOSING DELIVERIES. At the Closing, Seller shall
deliver to Buyer the following (collectively, the "Seller
Closing Documents")


a. An original executed counterpart of an Assignment of
Membership Interest in the form attached hereto as
Exhibit D (the "Assignment"), executed by Seller and
consented to by Lender;


b. Original counterparts, or copies certified to be true
and correct, of any Due Diligence Documents (defined
below) which are in Seller's possession or control;


c. A Non-Foreign Affidavit under the Internal Revenue
Code in the form of Exhibit J attached hereto.


d. An original executed counterpart of an Assignment of
the Fee Agreement, assigning the Fee Agreement with
respect to the Owner, and as executed by Seller and
Wilmington Trust, in the form of Exhibit K attached
hereto (the "Assignment of Fee Agreement");


e. Evidence reasonably acceptable to Buyer's counsel as
to the due authorization of Seller to execute and
deliver all documents at the Closing required
hereunder;


-4- 5


f. An original counterpart copy of an estoppel
certificate, executed by Tenant, certifying as to
such matters as to which Tenant is obligated to
certify under the Lease, in the form attached as an
exhibit to the Lease, satisfactory to Buyer in all
respects (the "Tenant Estoppel Certificate");


g. An original counterpart copy of an estoppel
certificate executed by Fleetwood Enterprises, Inc.,
a Delaware corporation ("Lease Guarantor"),
certifying as to such matters as are required by
Buyer (the "Guarantor Estoppel Certificate")
reasonably satisfactory to Buyer in all respects;


h. To the extent that CT Corporation ("CT") is serving
as agent for service of process in the State in which
any of the Premises is located, an original
counterpart of a notice to CT that all future notices
and invoices for fees arising in connection with its
duties as local agent for service of process shall be
directed to Buyer (the "CT Notice");


i. Evidence reasonably satisfactory to Buyer of the
amount due and owing under the Financing Documents as
of the Closing Date;


j. Endorsements (the "Title Endorsements") to each of
the ALTA Owner's Policies of Title Insurance
(collectively, the "Title Policies") insuring the
Owner's title to the Premises, which Title
Endorsements shall: (i) if necessary, increase the
amount of title insurance coverage to an amount equal
to that portion of the Purchase Price designated
towards each individual property as set forth in
Exhibit A, (ii) confirm that the transactions
contemplated hereby do not affect coverage and (iii)
contain non-imputation clauses acceptable to Buyer.


k. A written statement signed by the current holder of
the Note: (i) consenting to the transfer of the
Membership Interest to the Buyer; (ii) consenting to
the transfer of the Yuma Property (as hereinafter
defined) from Owner to a single purpose entity owned
by Seller; (iii) confirming that as of the Closing
Date, after the Paydown by Seller, the outstanding
balance due under the Note is equal to the amount of
the Loan Assumption; (iv) confirming the amount that
may be re-advanced to Buyer after the Paydown by
Seller; (v) confirming no defaults exist under the
Financing Documents; (vi) confirming that the
Financing Documents have not been amended as of the
Closing Date, other than as evidenced by the Due
Diligence Documents; and (vii) containing such other
assurances as are reasonably required by Buyer.


l. A written statement signed by the Seller certifying
that: (i) the Owner is a single member single purpose
entity that owns no property other than the Premises
and such personalty as is reasonable and necessary
for ownership of the Premises, (ii) the Owner has no
liabilities except for the Note, (iii) Seller owns
the Membership Interest free and clear of all liens
and encumbrances,


-5- 6


(iv) there is no default under the Financing
Documents, (v) there is no default under the Lease;
(vi) the Owner has not elected to be taxed as a
corporation for income tax purposes, (vii) the
Financing Documents have not been amended as of the
Closing Date, other than as evidenced by the Due
Diligence Documents; and (viii) there are no oral
agreements or understanding varying or affecting the
Financing Documents or the Lease.


m. Certification that Seller's Representations and
Warranties remain true and correct and are reaffirmed
as of the Closing Date; and


n. Such other affidavits, documents and certificates as
may be customarily and reasonably required by Buyer's
counsel in order to effectuate the transaction
contemplated hereby.


4. BUYER'S CLOSING DELIVERIES. At the Closing, Buyer shall
deliver to Seller the following (collectively, the "Buyer
Closing Documents"):


a. An original executed counterpart of the Assignment,
executed by Buyer;


b. Original executed counterpart copies of the Buyer
Legal Opinions (defined in Section 14 below);


c. An original executed counterpart of the CT Notice,
executed by Buyer;


d. Evidence reasonably acceptable to Seller's Counsel as
to the due authorization of Buyer to execute and
deliver all documents at the Closing required
hereunder;


e. An original executed counterpart of the Assignment of
Fee Agreement; and,


f. Such other affidavits, documents and certificates as
may be customarily and reasonably required by
Seller's Counsel in order to effectuate the
transaction contemplated hereby.


5. PAYMENT OF CASH PORTION. At the Closing, Buyer shall pay the
Cash Portion of the Purchase Price as follows:


a. The Deposit which Buyer has paid this date shall be
credited against the Cash Portion; and


b. The balance of the Cash Portion consideration, as
adjusted pursuant to Section 20 below, shall be paid
at the Closing by federal wire transfer of
immediately available funds pursuant to the Funding
and Escrow Agreement.


-6- 7
6. DUTIES OF ESCROW AGENT. The Deposit shall be held by Escrow
Agent, and shall be duly accounted for at the Closing. Escrow
Agent shall hold the Deposit in accordance with the terms and
provisions of this Agreement, subject to the following:


a. Escrow Agent undertakes to perform only such duties
as are expressly set forth in this Agreement and no
implied duties or obligations shall be read into this
Agreement against Escrow Agent.


b. Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith,
believes to be genuine, and any statement or
assertion contained in such writing or instrument,
and may assume that any person purporting to give any
writing, notice, advice or instrument in connection
with the provisions of this Agreement has been duly
authorized to do so. Escrow Agent shall not be liable
in any manner for the sufficiency or correctness as
to form, manner and execution, or validity of any
instrument deposited in escrow, nor as to the
identity, authority, or right of any person executing
the same, and Escrow Agent's duties under this
Agreement shall be limited to those provided in this
Agreement.


c. Unless Escrow Agent discharges any of its duties
under this Agreement in a negligent manner or is
guilty of willful misconduct with regard to its
duties under this Agreement, Seller and Buyer shall
release Escrow Agent from any and all claims,
liabilities, losses, actions, suits or proceedings at
law or in equity, or other expenses, fees, or charges
of any character or nature, which it may incur or
with which it may be threatened by reason of its
acting as Escrow Agent under this Agreement.


d. If the parties (including Escrow Agent) shall be in
disagreement about the interpretation of this
Agreement, or about their respective rights and
obligations, or the propriety of any action
contemplated by Escrow Agent, or the application of
the Deposit, Escrow Agent shall hold the Deposit
until the receipt of written instructions from both
Buyer or Seller or a final order of a court of
competent jurisdiction. In addition, in any such
event, Escrow Agent may, but shall not be required
to, file an action in interpleader to resolve the
disagreement. Escrow Agent shall be indemnified for
all costs and reasonable attorneys' fees in its
capacity as Escrow Agent in connection with any such
interpleader action and shall be fully protected in
suspending all or part of its activities under this
Agreement until a final judgment in the interpleader
action is received.


e. Escrow Agent may consult with counsel of its own
choice and have full and complete authorization and
protection in accordance with the opinion of such
counsel. Escrow Agent shall otherwise not be liable
for any mistakes of fact


-7- 8


or errors of judgment, or for any acts or omissions
of any kind, unless caused by its negligence or
willful misconduct.


f. All deposits into the escrow shall be held by the
Escrow Agent in an interest bearing account. All
interest earned on the Deposit shall be deemed to be
part of the Deposit and shall accrue to the benefit
of Buyer except to the extent the Deposit becomes
payable to Seller hereunder upon Buyer's default. In
such event the interest earned on the Deposit shall
accrue to the benefit of the Seller.


7. REMEDIES FOR SELLER'S NON-WILLFUL BREACH. If for any reason
other than a willful breach of this Agreement Seller shall be
unable to assign, transfer and convey the Membership Interest
to Buyer as herein stipulated, on the Closing Date, or to
deliver the other Seller Closing Documents to Buyer on the
Closing Date, Seller shall give written notice thereof to
Buyer at or before the Closing Date, and Buyer may, at Buyer's
option, either (a) terminate Buyer's obligation hereunder to
purchase the Membership Interest, and the Escrow Agent shall
promptly refund the Deposit to Buyer, or (b) accept such title
as Seller can deliver to the Membership Interest and to pay
therefor the Purchase Price without deduction or credit except
for reductions necessary to remove liens secured by liquidated
sums, in which case Seller shall assign, transfer and convey
the Membership Interest to Buyer. Buyer acknowledges that, in
the event of Seller's inability to perform as set forth above,
for any reason other than a willful breach of this Agreement,
including without limitation, Seller's inability to obtain
Lender's Approval, the Tenant Estoppel Certificate or provide
any Seller Closing Documents which must be obtained from a
third party, Seller shall have no liability to Buyer therefor
and Buyer's sole remedy shall be to obtain the refund of the
Deposit as aforesaid.


8. REMEDIES FOR SELLER'S WILLFUL BREACH. Subject to Section 7, in
the event Seller willfully breaches its obligation to complete
the sale of the Membership Interest or to perform its
obligations under this Agreement, Buyer may, as its sole
remedies therefor, (i) enforce specific performance of this
Agreement against Seller, or (ii) terminate this Agreement and
obtain a refund of the Deposit without further recourse
against Seller. Notwithstanding the foregoing, should the
remedy of specific performance be legally or practicably
unavailable to Buyer as a result of Seller having conveyed
granted an interest in, encumbered, permitted a lien against,
or taken any action with respect to the Membership Interest or
the Premises, then Buyer may, at its option, and in lieu of
specific performance, seek to recover all damages available to
it under law as a result of Seller's default. Under no
circumstances shall failure to obtain Lender's Approval
constitute a willful default hereunder.


9. CONDITION OF THE PREMISES. Buyer acknowledges that Seller
makes no representations regarding the Premises, and that the
Premises are being acquired by Buyer, by acquisition of the
Membership Interest, strictly on an "as is" basis,


-8- 9


without representation, warranty or covenant, express or
implied, of any kind whatsoever, and without recourse to
Seller, and that Buyer shall be obligated to purchase the
Membership Interest notwithstanding any change in the
condition of the Premises occurring prior to the date of ...