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Limited Partnership Interest Purchase Agreement

Limited Partnership Agreement

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Governing Law: Texas     Date: 3/26/2009
Industry: Recreational Activities     Sector: Services

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Exhibit 10.1


This Agreement is made and entered into as of January 27, 2009, by and between Call Now, Inc., a Nevada corporation (“Seller”), and Thomas R. Johnson and Colleen W. Johnson as Joint Tenants with Right of Survivorship (“Purchaser”), with respect to a limited partnership interest in Cambridge at Auburn, LP, a Texas limited partnership (“the “Partnership”).


      WHEREAS, Seller owns 100% of the Limited Partner interest in the Partnership which represents 95% of the total capital of the Partnership; and

      WHEREAS, the Partnership owns a student residential rental housing property in Auburn, Alabama; and

      WHEREAS, the Partnership is operated pursuant to a Limited Partnership Agreement dated November 30, 2006 between Seller as the limited partner and MS REALTY INVESTMENTS VII, LTD., a Texas limited partnership, as general partner, as amended by Amendment No. 1 dated October 4, 2007 (collectively, the “Partnership Agreement”); and

      WHEREAS, Seller desires to sell, and Purchaser desires to purchase, a Limited Partnership Interest in the Partnership and become a limited partner of the Partnership upon and subject to the terms and conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, Seller and Purchaser agree as follows:

1. Purchase and Sale of the Limited Partnership Interest . Purchaser agrees to purchase from Seller and Seller agrees to sell, transfer, assign, convey and deliver to Purchaser at the Closing provided for herein a limited partnership interest (the “Limited Partnership Interest”) in the Partnership in the amount of 23.2446% of the Partnership interest of Seller. Such sale, transfer and assignment include 23.2446% of the rights of the Seller in the profits, losses, distributions and capital of the Partnership.

2. Purchase Price and Payment for the Limited Partnership Interest . The purchase price for the Limited Partnership Interest shall be $400,000.00 (the “Purchase Price”), being an amount agreed upon by the Purchaser and Seller to be the value of the Limited Partnership Interest being acquired by the Purchaser from the Seller.

3. Consent of General Partner and Admission as a Limited Partner . It shall be a condition to the closing of the transaction herein that, (a) the general partner of the Partnership has consented to the sale and transfer of the Limited Partnership Interest from Seller to Purchaser and the admission of the Purchaser as a limited partner of the Partnership substantially in accordance



with the form annexed hereto as Exhibit A (the “GP Consent”) and (b) the Board of Directors of Seller have duly consented to the purchase and sale herein (the “Seller Consent”).

4. Closing . Closing of the purchase and sale of the Limited Partnership Interest shall take place at the office of the Seller within two (2) business days after the Purchaser has received the executed GP Consent and the Seller Consent. At the closing the Purchaser will execute and deliver a copy of the GP Consent and pay the Purchase Price to the Seller. In the event the purchase and sale transaction has not closed by January 30, 2009 then the purchase and sale transaction herein shall be null and void and the Purchaser shall promptly return any consent received to the delivering party.

5. Representations, Covenants and Warranties of Seller . Seller hereby represents, warrants and covenants to Purchaser as follows:

     (a) Seller has the authority to execute and deliver this Agreement and to consummate the sale of the Limited Partnership Interest contemplated hereby, subject only to the consent of the general partner of the Partnership. This Agreement constitutes the valid and binding agreement of Seller, and is enforceable against Seller in accordance with its terms.

     (b) Seller knows of no requirement to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by Seller of the sale of the Limited Partnership Interest contemplated hereby.

     (c) There are no actions (including litigation), proceedings or investigations pending, or to Seller’s knowledge, threatened, or any verdicts or judgments entered against Seller by any court or any administrative agency that might have a material adverse effect on this transaction.

     (d) The Seller is the sole o

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