Purchase Agreement (2004)Full Document 

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                               PURCHASE AGREEMENT

         This PURCHASE AGREEMENT (this "Agreement"), dated as of August 31,
2004, is by and between AIMCO PROPERTIES, L.P., a Delaware limited partnership
("AIMCO Properties"), and AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC., a Delaware
corporation ("AIMCO/Bethesda").

                                   WITNESSETH:

         WHEREAS, AIMCO Properties owns 162,564 units of limited partnership
interest (the "Interest") in Secured Income L.P., a Delaware limited partnership
(the "Partnership"), and desires to sell the Interest, in each case subject to
any liabilities, obligations, claims, liens, options, charges, pledges,
encumbrances and restrictions of any kind or nature whatsoever ("Liens"), for
the consideration set forth below to be paid or issued by AIMCO/Bethesda; and
AIMCO/Bethesda desires to exchange such consideration for the Interest on the
terms and conditions set forth herein;

         NOW THEREFORE, in consideration of the foregoing and for other good and

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