EXHIBIT 10.6
___________, 1997
Camden Property Trust
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Re: Lock-up Letter
Dear Sirs:
In connection with the Agreement and Plan of Merger (the "Agreement")
dated as of December 16, 1996, by and among Camden Property Trust ("Camden"),
Camden Subsidiary, Inc., and Paragon Group, Inc., I agree not to offer to sell,
sell, contract to sell or otherwise dispose of any Camden common shares
beneficially owned by me for a 90-day period after the Closing Date, provided
that deposit of all or any of such shares as margin collateral shall not be
deemed a sale or disposition subject to this agreement.
Capitalized terms not otherwise defined herein shall have the meanings
given to them in the Agreement.
Very truly yours,
[To be signed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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