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<FILENAME>0002.txt

<DESCRIPTION>PURCHASE AND SALE AGREEMENT

<TEXT>





                           PURCHASE AND SALE AGREEMENT



      THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of July 19,

2000, is between Archstone Communities Trust, a Maryland real estate investment

trust ("ASN"), and Security Capital Group Incorporated, a Maryland corporation

("Security Capital"), and, solely for the purposes of Sections 11 and 21 hereof,

Homestead Village Incorporated, a Maryland corporation ("Homestead").



      WHEREAS, Security Capital is the beneficial owner of 17,479,293 common

shares of beneficial interest, $1.00 par value per share (the "ASN Shares");



      WHEREAS, ASN is the owner of $221,333,620 original principal amount of

Convertible Mortgage Notes due 2006 (the "Homestead Notes") of Homestead; and



      WHEREAS, Security Capital desires to sell and ASN desires to purchase the

ASN Shares subject to the terms described herein.



      NOW, THEREFORE, in consideration of the premises and of the mutual

covenants, agreements and warranties herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto agree as follows:



      1. Purchase and Sale.  Subject to the terms and conditions herein set

forth, ASN agrees to purchase and Security Capital agrees to sell on the Closing

Date (as hereinafter defined) the ASN Shares, free and clear of all liens,

encumbrances, claims and security interests, in exchange for the delivery by ASN

to Security Capital of $178,666,380 in cash and the Homestead Notes, free and

clear of all liens, encumbrances, claims and security interests. Security

Capital and ASN agree that (i) the value of the ASN Shares is $383,841,380, (ii)

the value of the Homestead Notes is $205,175,000, and (iii) the contract rights

assigned under Section 11 have no net value. The parties further agree that the

foregoing values were arrived at through arms-length bargaining and that each

will use such valuations for all purposes (including financial and tax

purposes), except, as to financial reporting purposes, as otherwise required by

the Securities and Exchange Commission or generally accepted accounting

principles.



      2. Representations and Warranties of ASN. ASN hereby represents and

warrants to Security Capital as follows:



            (a) Due Organization. ASN is duly organized, validly existing and in

      good standing under the laws of the State of Maryland.



            (b) Authorization. ASN has the requisite power to enter into this

      Agreement and the transactions and agreements contemplated hereby and to

      carry out its obligations hereunder and thereunder. This Agreement has

      been duly authorized, and this Agreement



<PAGE>



      has been duly executed and delivered by ASN and constitutes a valid and

      binding agreement enforceable in accordance with its terms, except, to the

      extent that enforceability may be limited by applicable bankruptcy,

      insolvency, reorganization or other laws affecting the enforcement of

      creditors' rights generally or by general equitable principles and except

      as the enforcement of the provisions of Section 10 hereof may be limited

      by public policy. Neither the execution and delivery of this Agreement,

      the consummation of the transactions and agreements contemplated hereby,

      nor compliance with the terms, conditions or provisions of this Agreement

      will be a violation of any of the terms, conditions or provisions of ASN's

      Declaration of Trust or bylaws or of any material agreement or instrument

      to which it or one of its subsidiaries is a party or by which it or one of

      its subsidiaries or its or their material properties may be bound, or

      constitute a default or create a right of termination or acceleration

      thereunder. The board of trustees of ASN, acting at a meeting from which

      representatives and affiliates of Security Capital recused themselves, has

      determined that this Agreement and the transactions contemplated hereby

      are advisable, fair to and in the best interests of the shareholders of

      ASN.



            (c) Title. ASN at Closing will convey the Homestead Notes free and

      clear of all liens, encumbrances, claims and security interests.



            (d) Access to Information. ASN has been supplied with and has had

      access to such information as it deems relevant to entering into this

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