United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the quarterly period ended June 30, 2003


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-13454


                          NATIONAL PROPERTY INVESTORS 7
             (Exact name of registrant as specified in its charter)



         California                                         13-3230613
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                     55 Beattie Place, Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                          NATIONAL PROPERTY INVESTORS 7

                                  BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 954
   Receivables and deposits                                                     466
   Restricted escrows                                                           376
   Other assets                                                                 863
   Investment properties:
       Land                                                  $ 3,738
       Buildings and related personal property                 45,986
                                                               49,724
       Less accumulated depreciation                          (34,722)       15,002
                                                                           $ 17,661
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 105
   Tenant security deposit liabilities                                          128
   Accrued property taxes                                                       185
   Other liabilities                                                            333
   Mortgage notes payable                                                    25,113

Partners' Deficit:
   General partner                                            $ (383)
   Limited partners (60,517 units
      issued and outstanding)                                  (7,820)       (8,203)
                                                                           $ 17,661


                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                          NATIONAL PROPERTY INVESTORS 7

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                      Three Months Ended          Six Months Ended
                                           June 30,                   June 30,
                                      2003         2002          2003         2002
Revenues:
<S>                                 <C>           <C>          <C>           <C>
  Rental income                     $ 1,742       $ 1,797      $ 3,505       $ 3,579
  Other income                          128           138          245           266
     Total revenues                   1,870         1,935        3,750         3,845

Expenses:
  Operating                             722           689        1,488         1,424
  General and administrative             95           167          207           253
  Depreciation                          534           526        1,064         1,041
  Interest                              457           455          905           911
  Property taxes                        122           113          218           225
     Total expenses                   1,930         1,950        3,882         3,854

Net loss                             $ (60)        $ (15)       $ (132)       $ (9)

Net loss allocated to general
  partner (1%)                        $ (1)        $ --          $ (1)        $ --
Net loss allocated to limited
  partners (99%)                        (59)          (15)        (131)           (9)

                                     $ (60)        $ (15)       $ (132)       $ (9)

Net loss per limited
  partnership unit                  $ (0.97)      $ (0.25)     $ (2.16)      $ (0.15)

Distributions per limited
  partnership unit                  $ 21.45       $ 20.72      $ 26.82       $ 20.72

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                          NATIONAL PROPERTY INVESTORS 7

                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General     Limited
                                      Units       Partner     Partners      Total

<S>                                   <C>           <C>       <C>          <C>
Original capital contributions        60,517        $ 1       $30,259      $30,260

Partners' deficit at
   December 31, 2002                  60,517      $ (366)     $(6,066)     $(6,432)

Distributions to partners                 --          (16)     (1,623)      (1,639)

Net loss for the six months
   ended June 30, 2003                    --           (1)       (131)        (132)

Partners' deficit at
   June 30, 2003                      60,517      $ (383)     $(7,820)     $(8,203)

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                          NATIONAL PROPERTY INVESTORS 7

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,
                                                                   2003        2002
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net loss                                                       $ (132)      $ (9)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                 1,064        1,041
     Amortization of loan costs                                      37           38
     Loss on early extinguishment of debt                            14           --
     Change in accounts:
      Receivables and deposits                                     (148)          74
      Other assets                                                 (116)         (38)
      Accounts payable                                               28          (21)
      Tenant security deposit liabilities                            (4)          19
      Accrued property taxes                                        185          165
      Other liabilities                                            (131)          53
        Net cash provided by operating activities                   797        1,322

Cash flows from investing activities:
  Property improvements and replacements                           (233)        (312)
  Net receipts from (deposits to) restricted escrows                147          (33)
        Net cash used in investing activities                       (86)        (345)

Cash flows from financing activities:
  Repayment of mortgage notes payable                            (7,600)          --
  Proceeds from mortgage notes payable                            9,290           --
  Payments on mortgage notes payable                               (212)        (197)
  Loan costs paid                                                  (210)         (11)
  Distributions to partners                                      (1,639)      (1,267)
        Net cash used in financing activities                      (371)      (1,475)

Net increase (decrease) in cash and cash equivalents                340         (498)

Cash and cash equivalents at beginning of period                    614          912

Cash and cash equivalents at end of period                       $ 954        $ 414

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 890        $ 873

Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                        $ --        $ 41
  Replacement reserves in accounts receivable                     $ 93        $ --

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
                          NATIONAL PROPERTY INVESTORS 7

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 7
(the  "Partnership"  or  "Registrant")  have been  prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of NPI Equity Investments, Inc. (the "Managing General Partner"),
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair presentation have been included.  Operating results for the three and
six month  periods  ended June 30, 2003 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending  December 31, 2003.  For
further  information,  refer to the financial  statements and footnotes  thereto
included in the  Partnership's  Annual Report on Form 10-KSB for the fiscal year
ended  December  31,  2002.  The  Managing  General  Partner is an  affiliate of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the  accompanying  statements of  operations  for 2003 reflect the loss on early
extinguishment  of debt at Patchen Place and South Point  Apartments  (see "Note
C") in interest expense rather than as an extraordinary item.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

During the six months ended June 30, 2003 and 2002,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $181,000 and
$188,000 for the six months ended June 30, 2003 and 2002, respectively, which is
included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $119,000 and
$148,000 for the six months ended June 30, 2003 and 2002, respectively, which is
included  in general  and  administrative  expense  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate of the Managing General Partner of approximately $7,000
and $19,000 for the six months ended June 30, 2003 and 2002,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
additions to investment properties.

For services relating to the  administration of the Partnership and operation of
Partnership  properties,  the  Managing  General  Partner is entitled to receive
payment for  non-accountable  expenses up to a maximum of $150,000 per year from
distributions from operations,  based upon the number of Partnership units sold,
subject  to  certain   limitations.   The  Managing   General  Partner  received
approximately  $58,000 and $91,000 in  reimbursements  for the six month periods
ended June 30,  2003 and 2002,  respectively,  which is  included in general and
administrative expenses.

For managing the affairs of the Partnership, the Managing General Partner of the
Partnership  is entitled to receive a  partnership  management  fee.  The fee is
equal to 4% of the  Partnership's  adjusted cash from operations,  as defined in
the Partnership  Agreement,  in any year, provided that 50% of the fee shall not
be paid until the Partnership has distributed to the limited  partners  adjusted
cash from operations in such year which is equal to 5% of the limited  partners'
adjusted invested capital, as defined,  on a non-cumulative  basis. In addition,
50% of the fee shall not be paid until the  Partnership  has  distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners'  adjusted  invested capital on a non-cumulative  basis.
The fee shall be paid when adjusted cash from  operations is  distributed to the
limited partners.  The Managing General Partner was not entitled to receive this
fee during the six months ended June 30, 2003 or 2002.

NPI Equity,  on behalf of the Partnership and certain  affiliated  partnerships,
has established a revolving credit facility (the  "Partnership  Revolver") to be
used to fund deferred  maintenance  and working capital needs of the Partnership
and certain other  affiliated  partnerships in the National  Property  Investors
Partnership  Series.  The maximum draw  available to the  Partnership  under the
Partnership Revolver is $500,000. Loans under the Partnership Revolver will have
a term of 365 days, be unsecured and bear interest at the prime rate plus 2% per
annum. The maturity date of any such borrowing  accelerates in the event of: (i)
the removal of NPI Equity as the managing  general  partner  (whether or not for
cause); (ii) the sale of refinancing of the property by the Partnership (whether
or not a borrowing under the Partnership  Revolver was made with respect to such
property);  or (iii) the liquidation of the  Partnership.  At June 30, 2003, the
Partnership had no outstanding amounts due under this line of credit.

In addition to  reimbursement  for services of  affiliates,  an affiliate of the
Managing  General Partner earned  approximately  $93,000 for services related to
the  refinancings  of Patchen  Place and South Point  Apartments  during the six
months ended June 30,  2003.  These costs were  capitalized  and are included in
other assets on the balance sheet.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Managing  General  Partner.  During the six months ended June 30, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $92,000
and $78,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

Note C - Refinancing of Mortgage Notes Payable

On May 16, 2003, the  Partnership  refinanced the mortgage  encumbering  Patchen
Place Apartments.  The refinancing  replaced the existing mortgage of $3,000,000
with a new mortgage in the amount of $4,290,000.  Total  capitalized  loan costs
were  approximately  $98,000  during the six months  ended  June 30,  2003.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $7,000 during the six months ended June 30, 2003, due to the write
off of unamortized loan costs and debt discounts and prepayment penalties paid.

On June 27, 2003,  the  Partnership  refinanced the mortgage  encumbering  South
Point Apartments.  The refinancing  replaced the existing mortgage of $4,600,000
with a new mortgage in the amount of $5,000,000.  Total  capitalized  loan costs
were  approximately  $112,000  during the six months  ended June 30,  2003.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $7,000 during the six months ended June 30, 2003, due to the write
off of unamortized loan costs and debt discounts and prepayment penalties paid.

Initially the May 16, 2003  refinancing of Patchen Place Apartments and the June
27, 2003  refinancing  of South Point  Apartments  were under an interim  credit
facility  ("Interim Credit Facility") which also provided for the refinancing of
several other properties. The Interim Credit Facility created separate loans for
each property refinanced thereunder,  which loans were not  cross-collateralized
or  cross-defaulted  with each  other.  During  the term of the  Interim  Credit
Facility,  Patchen  Place and  South  Point  Apartments  were  required  to make
interest-only  payments.  The first  month's  interest  rate for  Patchen  Place
Apartments was 2.78% and for South Point Apartments was 2.60%.

As of July 1,  2003,  the loan on  Patchen  Place  Apartments  was  assumed by a
different lender. The credit facility ("Permanent Credit Facility") with the new
lender has a maturity of five years with an option for the  Partnership to elect
one five-year  extension.  This Permanent  Credit Facility also created separate
loans  for  each   property   refinanced   thereunder,   which   loans  are  not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the Registrant has the option of converting the note to a fixed rate loan.
The interest  rate on the variable rate loans is 85 basis points over the Fannie
Mae discounted  mortgage-backed security index (1.8% per annum at July 1, 2003),
and the rate resets monthly.  Each loan automatically  renews at the end of each
month. In addition,  monthly principal  payments are required based on a 30-year
amortization schedule,  using the interest rate in effect during the first month
that the  properties  are on the  Permanent  Credit  Facility.  The loans may be
prepaid without penalty.

The  Registrant  anticipates  that during the third  quarter of 2003 the Interim
Credit Facility Loan on South Point Apartments will be transferred to the lender
on the Permanent Credit Facility. Once transferred, the loan under the Permanent
Credit  Facility on South Point  Apartments  will be on  substantially  the same
terms as discussed above.

Note D - Casualty Event

On February 15, 2003 an ice storm caused damage to exterior  sections on some of
the buildings and to the  landscaping  at Patchen  Place  Apartments.  No actual
units were damaged during this occurrence. Reconstruction costs of approximately
$36,000  have  been  incurred  as of June 30,  2003.  The  Partnership  does not
anticipate a loss related to this casualty as the Partnership  expects the costs
incurred to be covered by insurance.  Additional costs of approximately  $22,000
have been incurred since June 30, 2003.

Note E - Distributions

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                         Six Months       Per Limited        Six Months       Per Limited
                           Ended          Partnership          Ended          Partnership
                       June 30, 2003          Unit         June 30, 2002         Unit

<S>                        <C>               <C>               <C>              <C>
Operations                 $ 610             $ 9.98            $1,267           $20.72
Refinancing (1)             1,029             16.84                --               --
    Total                  $1,639            $26.82            $1,267           $20.72

(1)   Distribution  from the refinancing of Patchen Place Apartments  during May
      2003.
</TABLE>

Subsequent to June 30, 2003, the Partnership  declared and paid distributions of
approximately $653,000 (approximately $647,000 to the limited partners or $10.69
per   limited   partnership   unit)   consisting   of   approximately   $336,000
(approximately $332,000 to the limited partners or $5.49 per limited partnership
unit) from operations and approximately $317,000  (approximately $315,000 to the
limited  partners or $5.20 per limited  partnership  unit) from the  refinancing
proceeds of Patchen Place and South Point Apartments.

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The Court dismissed without leave to amend certain of the plaintiffs' claims. On
February 11, 2002, plaintiffs filed a motion seeking to certify a putative class
comprised  of all  non-affiliated  persons  who own or have  owned  units in the
partnerships. The Managing General Partner and affiliated defendants opposed the
motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion for
class certification and took the matter under submission after further briefing,
as ordered by the court,  was  submitted by the parties.  On July 10, 2002,  the
Court  entered an order  vacating the trial date of January 13, 2003 (as well as
the pre-trial and discovery  cut-off  dates) and stayed the case in its entirety
through  November  7, 2002 so that the  parties  could  have an  opportunity  to
discuss  settlement.  On October 30, 2002, the court entered an order  extending
the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first  amended  complaint.  The  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  claims for,  among other  things,  breach of
fiduciary duty, unfair competition,  conversion, unjust enrichment, and judicial
dissolution.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The Partnership's investment properties consist of five apartment complexes. The
following  table sets forth the average  occupancy of the properties for each of
the six month periods ended June 30, 2003 and 2002:

                                                   Average Occupancy
                                                    2003      2002

      Fairway View II Apartments                    92%        92%
         Baton Rouge, Louisiana
      The Pines Apartments                          91%        94%
         Roanoke, Virginia
      Patchen Place Apartments                      94%        83%
         Lexington, Kentucky
      Northwoods I and II Apartments                95%        96%
         Pensacola, Florida
      South Point Apartments                        89%        92%
         Durham, North Carolina

The Managing  General  Partner  attributes  the increase in occupancy at Patchen
Place Apartments to increased  marketing  efforts.  The decrease in occupancy at
South Point  Apartments  is due to a slow  economy and a decrease in the student
population  while the  local  schools  are on  summer  break.  The  decrease  in
occupancy at The Pines  Apartments  is due to layoffs in the area and  increased
home purchases due to lower interest rates.

Results of Operations

The  Partnership's  net  loss  for  the six  months  ended  June  30,  2003  was
approximately $132,000 compared to a net loss of $9,000 for the six months ended
June 30, 2002.  The  Partnership's  net loss for the three months ended June 30,
2003 was  approximately  $60,000 as  compared  to a net loss of $15,000  for the
three months  ended June 30,  2002.  The increase in net loss for the six months
ended June 30, 2003 was due to a decrease in total  revenues  and an increase in
total  expenses.  The  increase in net loss for the three  months ended June 30,
2003 was due to a decrease in total revenues  partially  offset by a decrease in
total expenses.

Total revenues decreased for the three and six months ended June 30, 2003 due to
decreases in rental and other income.  Rental income decreased  primarily due to
decreases in average  rental rates at South Point,  The Pines and Patchen  Place
Apartments and a decrease in occupancy at South Point,  The Pines and Northwoods
I and II  Apartments  partially  offset by an increase in  occupancy  at Patchen
Place Apartments. Other income decreased for the three and six months ended June
30, 2003 primarily due to decreased lease cancellation fees at Patchen Place and
The Pines Apartments and reduced late charges at Patchen Place Apartments.

Total expenses increased for the six months ended June 30, 2003 due to increases
in operating and depreciation expenses partially offset by decreased general and
administrative  expenses.  Total  expenses  decreased for the three months ended
June 30, 2003 primarily due to decreases in general and administrative  expenses
partially  offset by increased  operating and depreciation  expenses.  Operating
expenses  increased  for the three and six months ended June 30, 2003  primarily
due to  increases  in  property  and  maintenance  expenses.  Property  expenses
increased  due to utility  expenses  primarily  at  Patchen  Place and The Pines
Apartments and payroll and related benefits expenses at Patchen Place Apartments
partially offset by decreases in commissions and bonuses and related benefits at
The Pines Apartments. Maintenance expense increased due to increases in contract
labor for cleaning,  trash removal,  yards and grounds and interior  painting at
all of the  Partnership's  properties.  Depreciation  expense  increased for the
three and six  months  ended  June 30,  2003 due to  property  improvements  and
replacements  completed at all of the  Partnership's  properties during the last
twelve months.

General and administrative expenses decreased for the three and six months ended
June 30, 2003 primarily due to decreased  non-accountable expense reimbursements
paid to the Managing General Partner in connection with  distributions made from
operations  and a reduction in the costs of services  included in the management
reimbursements  paid to the  Managing  General  Partner  as  allowed  under  the
Partnership Agreement.  Also included in general and administrative  expenses at
both June 30, 2003 and 2002 are costs  associated  with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At June 30, 2003, the Partnership had cash and cash equivalents of approximately
$954,000 as compared to  approximately  $414,000 at June 30, 2002. Cash and cash
equivalents  increased by  approximately  $340,000 from the  Partnership's  year
ended  December  31,  2002 due to  approximately  $797,000  of cash  provided by
operating activities partially offset by approximately  $371,000 of cash used in
financing  activities  and  approximately  $86,000  of cash  used  in  investing
activities. Cash used in financing activities consisted of payments of principal
made on the mortgages  encumbering  Fairway View II, The Pines and  Northwoods I
and II Apartments, repayment of mortgage notes payable due to the refinancing of
Patchen Place and South Point Apartments,  loan costs paid, and distributions to
partners  partially  offset by  proceeds of  mortgage  notes  payable due to the
refinancing of Patchen Place and South Point Apartments.  Cash used in investing
activities consisted of property improvements and replacements  partially offset
by net withdrawals from escrow accounts maintained by the mortgage lenders.  The
Partnership invests its working capital reserves in interest bearing accounts.

NPI Equity,  on behalf of the Partnership and certain  affiliated  partnerships,
has established a revolving credit facility (the  "Partnership  Revolver") to be
used to fund deferred  maintenance  and working capital needs of the Partnership
and certain other  affiliated  partnerships in the National  Property  Investors
Partnership  Series.  The maximum draw  available to the  Partnership  under the
Partnership Revolver is $500,000. Loans under the Partnership Revolver will have
a term of 365 days, be unsecured and bear interest at the prime rate plus 2% per
annum. The maturity date of any such borrowing  accelerates in the event of: (i)
the removal of NPI Equity as the managing  general  partner  (whether or not for
cause); (ii) the sale of refinancing of the property by the Partnership (whether
or not a borrowing under the Partnership  Revolver was made with respect to such
property);  or (iii) the liquidation of the  Partnership.  At June 30, 2003, the
Partnership had no outstanding amounts due under this line of credit.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal, state and local legal and regulatory requirements. The Managing General
Partner monitors developments in the area of legal and regulatory compliance and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including increased legal and audit fees. Capital  improvements for
each of the Partnership's properties are detailed below.

Fairway View II

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $20,000 of capital  improvements  at Fairway View II  Apartments,
consisting  primarily of floor covering and air conditioning unit  replacements.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete  an  additional  $48,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily  of floor  covering,  air  conditioning  unit,  appliance  and roofing
replacements,  parking lot upgrades,  and balcony upgrades.  Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as capital  reserves and the anticipated cash flow generated by
the property.

The Pines

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately   $31,000  of  capital   improvements  at  The  Pines  Apartments,
consisting  primarily  of  floor  covering  and  appliance  replacements.  These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $44,000 in capital  improvements  during the remainder
of 2003. The additional  capital  improvements  will consist  primarily of floor
covering, air conditioning unit, and appliance replacements.  Additional capital
improvements may be considered and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

Patchen Place

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $67,000 of capital  improvements  at  Patchen  Place  Apartments,
consisting  primarily of floor covering,  air  conditioning  unit, and appliance
replacements and heating upgrades. These improvements were funded from operating
cash flow and  replacement  reserves.  The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $19,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering,  appliance,  and air  conditioning  unit  replacements,  painting  and
balcony  and  soffit  improvements.   Additional  capital  improvements  may  be
considered and will depend on the physical  condition of the property as well as
replacement reserves and the anticipated cash flow generated by the property.

Northwoods I and II

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately $62,000 of capital improvements at Northwoods I and II Apartments,
consisting  primarily of floor covering,  air  conditioning  unit, and appliance
replacements and structural  improvements.  These  improvements were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$53,000 in capital  improvements  during the remainder of 2003.  The  additional
capital  improvements  will  consist  primarily  of floor  covering,  appliance,
gutter, and roofing replacements and swimming pool upgrades.  Additional capital
improvements may be considered and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

South Point

During  the  six  months  ended  June  30,  2003,  the   Partnership   completed
approximately  $53,000  of  capital  improvements  at  South  Point  Apartments,
consisting  primarily of floor covering and air conditioning unit  replacements.
These  improvements  were  funded  from  operating  cash  flow  and  replacement
reserves.  The  Partnership  evaluates  the  capital  improvement  needs  of the
property during the year and currently expects to complete an additional $11,000
in capital  improvements  during the remainder of 2003. The  additional  capital
improvements  will consist primarily of floor covering,  air conditioning  unit,
and stairwell  replacements.  Additional capital  improvements may be considered
and will depend on the physical condition of the property as well as replacement
reserves and the anticipated cash flow generated by the property.

The additional  capital  improvements will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately  $25,113,000  has  maturity  dates  ranging from
October 1, 2012 to December 1, 2021. The mortgage  indebtedness of approximately
$15,823,000  that was refinanced  during 2000 and 2001 requires monthly payments
until the loans mature between  January 2020 and December 2021 at which time the
loans are scheduled to be fully  amortized.  The  Partnership's  other  mortgage
indebtedness of $9,290,000, that was refinanced during the six months ended June
30, 2003, has balloon payments due in October 2012. The Managing General Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
such  maturity  dates.  If the  properties  cannot be  refinanced  or sold for a
sufficient  amount,  the  Registrant  may risk  losing such  properties  through
foreclosure.

On May 16, 2003, the  Partnership  refinanced the mortgage  encumbering  Patchen
Place Apartments.  The refinancing  replaced the existing mortgage of $3,000,000
with a new mortgage in the amount of $4,290,000.  Total  capitalized  loan costs
were  approximately  $98,000  during the six months  ended  June 30,  2003.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $7,000 during the six months ended June 30, 2003, due to the write
off of unamortized loan costs and debt discounts and prepayment penalties paid.

On June 27, 2003,  the  Partnership  refinanced the mortgage  encumbering  South
Point Apartments.  The refinancing  replaced the existing mortgage of $4,600,000
with a new mortgage in the amount of $5,000,000.  Total  capitalized  loan costs
were  approximately  $112,000  during the six months  ended June 30,  2003.  The
Partnership   recognized  a  loss  on  the  early   extinguishment  of  debt  of
approximately $7,000 during the six months ended June 30, 2003, due to the write
off of unamortized loan costs and debt discounts and prepayment penalties paid.

Initially the May 16, 2003  refinancing of Patchen Place Apartments and the June
27, 2003  refinancing  of South Point  Apartments  were under an interim  credit
facility  ("Interim Credit Facility") which also provided for the refinancing of
several other properties. The Interim Credit Facility created separate loans for
each property refinanced thereunder,  which loans were not  cross-collateralized
or  cross-defaulted  with each  other.  During  the term of the  Interim  Credit
Facility,  Patchen  Place and  South  Point  Apartments  were  required  to make
interest-only  payments.  The first  month's  interest  rate for  Patchen  Place
Apartments was 2.78% and for South Point Apartments was 2.60%.

As of July 1,  2003,  the loan on  Patchen  Place  Apartments  was  assumed by a
different lender. The credit facility ("Permanent Credit Facility") with the new
lender has a maturity of five years with an option for the  Partnership to elect
one five-year  extension.  This Permanent  Credit Facility also created separate
loans  for  each   property   refinanced   thereunder,   which   loans  are  not
cross-collateralized  or  cross-defaulted  with each other. Each note under this
Permanent  Credit  Facility is initially a variable  rate loan,  and after three
years the Registrant has the option of converting the note to a fixed rate loan.
The interest  rate on the variable rate loans is 85 basis points over the Fannie
Mae discounted  mortgage-backed security index (1.8% per annum at July 1, 2003),
and the rate resets monthly.  Each loan automatically  renews at the end of each
month. In addition,  monthly principal  payments are required based on a 30-year
amortization schedule,  using the interest rate in effect during the first month
that the  properties  are on the  Permanent  Credit  Facility.  The loans may be
prepaid without penalty.

The  Registrant  anticipates  that during the third  quarter of 2003 the Interim
Credit Facility Loan on South Point Apartments will be transferred to the lender
on the Permanent Credit Facility. Once transferred, the loan under the Permanent
Credit  Facility on South Point  Apartments  will be on  substantially  the same
terms as discussed above.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2008. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                         Six Months       Per Limited        Six Months       Per Limited
                           Ended          Partnership          Ended          Partnership
                       June 30, 2003          Unit         June 30, 2002         Unit

<S>                        <C>               <C>               <C>              <C>
Operations                 $ 610             $ 9.98            $1,267           $20.72
Refinancing (1)             1,029             16.84                --               --
    Total                  $1,639            $26.82            $1,267           $20.72

(1)   Distribution  from the refinancing of Patchen Place Apartments  during May
      2003.
</TABLE>

Subsequent to June 30, 2003, the Partnership  declared and paid distributions of
approximately $653,000 (approximately $647,000 to the limited partners or $10.69
per   limited   partnership   unit)   consisting   of   approximately   $336,000
(approximately $332,000 to the limited partners or $5.49 per limited partnership
unit) from operations and approximately $317,000  (approximately $315,000 to the
limited  partners or $5.20 per limited  partnership  unit) from the  refinancing
proceeds of Patchen Place and South Point Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
refinancings  and/or  property  sales.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital  expenditures,  to permit further distributions to its partners
during the remainder of 2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 41,649.67 limited partnership units
(the "Units") in the Partnership representing 68.82% of the outstanding units at
June 30, 2003. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership  Agreement and voting to remove the Managing General Partner. As
a result of its  ownership  of 68.82% of the  outstanding  Units,  AIMCO and its
affiliates  are in a position to influence all voting  decisions with respect to
the  Partnership.  However,  DeForest  Ventures  II  L.P.,  from  whom  Insignia
Properties LP ("IPLP") an affiliate of the Managing General Partner and of AIMCO
acquired  25,399  Units  (41.97%  of the  units),  agreed  for  the  benefit  of
non-tendering  unit  holders,  that it would vote its  Units:  (i)  against  any
increase  in  compensation  payable to the  Managing  General  Partner or to its
affiliates;  and (ii) on all other matters submitted by it or its affiliates, in
proportion  to the  votes  cast by third  party  unit  holders.  Except  for the
foregoing,  no other  limitations  are  imposed on IPLP's,  AIMCO's or any other
affiliates  right to vote each unit held.  Although the Managing General Partner
owes fiduciary duties to the limited  partners of the Partnership,  the Managing
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the  Managing  General  Partner,  as  managing  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Managing General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States which require the  Partnership  to make
estimates and  assumptions.  The  Partnership  believes that of its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Managing  General  Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer  and  principal  financial  officer of the  Managing  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint, which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The Court dismissed without leave to amend certain of the plaintiffs' claims. On
February 11, 2002, plaintiffs filed a motion seeking to certify a putative class
comprised  of all  non-affiliated  persons  who own or have  owned  units in the
partnerships. The Managing General Partner and affiliated defendants opposed the
motion.  On April 29, 2002, the Court held a hearing on  plaintiffs'  motion for
class certification and took the matter under submission after further briefing,
as ordered by the court,  was  submitted by the parties.  On July 10, 2002,  the
Court  entered an order  vacating the trial date of January 13, 2003 (as well as
the pre-trial and discovery  cut-off  dates) and stayed the case in its entirety
through  November  7, 2002 so that the  parties  could  have an  opportunity  to
discuss  settlement.  On October 30, 2002, the court entered an order  extending
the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first  amended  complaint.  The  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  claims for,  among other  things,  breach of
fiduciary duty, unfair competition,  conversion, unjust enrichment, and judicial
dissolution.  Plaintiffs in the Nuanes action filed a motion to consolidate  the
Heller action with the Nuanes action and stated that the Heller action was filed
in order to preserve the derivative  claims that were dismissed without leave to
amend in the Nuanes action by the Court order dated July 10, 2001. On October 5,
2001, the Managing General Partner and affiliated defendants moved to strike the
first amended  complaint in its entirety for violating the Court's July 10, 2001
order  granting in part and denying in part  defendants'  demurrer in the Nuanes
action, or  alternatively,  to strike certain portions of the complaint based on
the  statute of  limitations.  Other  defendants  in the action  demurred to the
fourth amended complaint, and, alternatively,  moved to strike the complaint. On
December 11, 2001,  the court heard argument on the motions and took the matters
under  submission.  On February 4, 2002,  the Court  served  notice of its order
granting defendants' motion to strike the Heller complaint as a violation of its
July 10, 2001 order in the Nuanes  action.  On March 27,  2002,  the  plaintiffs
filed a notice  appealing the order  striking the complaint.  Before  completing
briefing on the appeal, the parties stayed further  proceedings in the appeal in
light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the Managing General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Managing  General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

The  Managing  General  Partner  does  not  anticipate  that  any  costs  to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit 3.4(a), Agreement of Limited Partnership, incorporated
                  by reference to Exhibit A to the Prospectus of the Partnership
                  dated July 5, 1978, included in the Partnership's Registration
                  Statement on Form S-11 (Reg. No. 2-599991).

                  Exhibit   3.4(b),   Amendments   to   Agreement   of   Limited
                  Partnership, incorporated by reference to the Definitive Proxy
                  Statement of the Partnership, dated July 2, 1981.

                  Exhibit   3.4(c),   Amendments   to   Agreement   of   Limited
                  Partnership, incorporated by reference to the Definitive Proxy
                  Statement of the Partnership, dated April 3, 1991.

                  Exhibit  3.4(d),   Amendments  to  the  Agreement  of  Limited
                  Partnership,   incorporated  by  reference  to  the  Statement
                  Furnished in Connection  with the  Solicitation of Consents of
                  the Partnership dated August 28, 1992.

                  Exhibit 10.13,  Multifamily  Note dated May 16, 2003,  between
                  National   Property   Investors   7,  a   California   limited
                  partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California corporation, related to Patchen Place Apartments.

                  Exhibit 10.14,  Seventh  Reaffirmation  and Joinder  Agreement
                  dated June 16, 2003 between AIMCO  Properties,  LP, a Delaware
                  limited   partnership,   National  Property   Investors  7,  a
                  California  limited  partnership,   GMAC  Commercial  Mortgage
                  Corporation, a California corporation, the parties who are the
                  current  borrowers under the Loan  Agreement,  the parties who
                  are the Spring Hill  Guarantors  under the Loan  Agreement and
                  Fannie  Mae,  a  federally  chartered  and   stockholder-owned
                  corporation, related to Patchen Place Apartments.

                  Exhibit 10.15,  Multifamily Note dated June 27, 2003,  between
                  National   Property   Investors   7,  a   California   limited
                  partnership,  and Stewart  Title of North  Carolina,  Inc.,  a
                  North Carolina corporation, related to South Point Apartments.

                  Exhibit  10.16,  Eighth  Reaffirmation  and Joinder  Agreement
                  dated July 17, 2003 between AIMCO  Properties,  LP, a Delaware
                  limited   partnership,   National  Property   Investors  7,  a
                  California  limited  partnership,   GMAC  Commercial  Mortgage
                  Corporation, a California corporation, the parties who are the
                  current  borrowers under the Loan  Agreement,  the parties who
                  are the Spring Hill  Guarantors  under the Loan  Agreement and
                  Fannie  Mae,  a  federally  chartered  and   stockholder-owned
                  corporation, related to South Point Apartments.

                  Exhibit 31.1,  Certification  of equivalent of Chief Executive
                  Officer   pursuant   to   Securities    Exchange   Act   Rules
                  13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit 31.2,  Certification  of equivalent of Chief Financial
                  Officer   pursuant   to   Securities    Exchange   Act   Rules
                  13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2003:

                  None.


<PAGE>



                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    NATIONAL PROPERTY INVESTORS 7


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Its Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: August 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of National  Property
      Investors 7;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President  of   NPI   Equity
                                    Investments, Inc., equivalent of the chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of National  Property
      Investors 7;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  August 13, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of NPI Equity Investments, Inc.,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report on Form 10-QSB of National  Property
Investors 7 (the "Partnership"), for the quarterly period ended June 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

<PAGE>

                                                                   Exhibit 10.13
                                                       Patchen Place Apartments

                                MULTIFAMILY NOTE
                                 (VARIABLE LOAN)


US $4,290,000.00                                            As of May 16, 2003


      FOR VALUE RECEIVED,  the undersigned  ("Borrower")  promises to pay to the
order of GMAC COMMERCIAL MORTGAGE  CORPORATION,  a California  corporation,  the
principal sum of Four Million Two Hundred Ninety Thousand and 00/100 Dollars (US
$4,290,000.00),  with  interest  on  each  Variable  Loan at an  annual  rate as
calculated in Section 3 hereof.

      This Note is executed and delivered by Borrower  pursuant to one of either
(i) that certain Amended and Restated Loan Agreement,  dated as of September 16,
2002, by and among certain  borrowers  signatory thereto and Lender or (ii) that
certain  Loan  Agreement  dated as of  November  1, 2002,  by and among  certain
borrowers  signatory  thereto  and  Lender.  As  used  herein,  the  term  "Loan
Agreement"  shall  mean  whichever  of  the  loan  agreements  described  in the
preceding  sentence  shall  apply  from time to time in  accordance  with  their
respective  terms,  along  with  all  amendments,   supplements,   replacements,
restatements or other  modifications  thereto or thereof from time to time made.
The Loan Agreement shall evidence the obligation of Borrower to repay a Variable
Loan  made by  Lender  to  Borrower  in  accordance  with the  terms of the Loan
Agreement.  This  Note is  entitled  to the  benefit  and  security  of the Loan
Documents provided for in the Loan Agreement,  to which reference is hereby made
for a statement of all of the terms and conditions under which the Variable Loan
evidenced  hereby is made. The Loan Agreement  requires  certain of the terms of
each  Variable  Loan to be  evidenced  by one or a series  of Loan  Confirmation
Instruments,  and  reference  is  hereby  made to each  such  Loan  Confirmation
Instrument for such terms.

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  or any  other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument  under  Section 12 of the Security  Instrument.  Event of Default and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings  given to such terms in the Loan  Agreement  or, if not  defined in the
Loan Agreement,  as defined in the Security  Instrument (as defined in Paragraph
5).

2.  Address for  Payment.  All  payments due under this Note shall be payable at
GMAC  Commercial  Mortgage  Corporation,  200 Witmer Road,  Horsham,  PA 19044 ,
Attention: Servicing - Account Manager, or such other place as may be designated
by written notice to Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) This Note shall  evidence  a Variable  Loan made from time to time under the
Loan  Agreement.  The Variable Loan shall bear interest at a rate  determined in
accordance with Section 2.01 of the Loan Agreement.

(b) Borrower shall pay imputed  interest on each Variable Loan in advance in the
form of a Discount in  accordance  with  Section  1.04(b) of the Loan  Agreement
(except that  Borrower  shall pay actual  interest on the Variable  Loan for the
partial month period,  if any, in  accordance  with Section  1.04(a) of the Loan
Agreement).

(c) Borrower shall make monthly  payments of principal each in the amount as set
forth on the  attached  Amortization  Schedule.  Lender  shall  apply  each such
principal  payment  to the  outstanding  principal  amount  of the  Loan  on the
Rollover Date next  following  receipt of any such payment.  If not sooner paid,
the entire principal amount of the Variable Loan shall be due and payable on the
earlier of (i) the termination of the Loan Agreement  pursuant to subsection (e)
of  Section  1.02  thereof,  (ii) the  fifth  anniversary  (unless  such date is
extended  pursuant to Section  1.07 of the Loan  Agreement,  in which case,  the
tenth anniversary) of the Initial Closing Date or (iii) the maturity date of any
outstanding MBS, unless either (A) not less than five Business Days prior to the
maturity  date of the  outstanding  MBS,  a  Borrower  has  requested  that  the
outstanding  MBS be renewed  with a new MBS or converted to a Fixed Loan to take
effect on the  maturity  date of the  outstanding  MBS and such new MBS has been
issued or conversion has occurred or (B) the MBS is automatically renewed, which
automatic  renewal  shall  occur in the event that a Borrower  does not make the
request set forth in subpart  (iii)(A) above and does not give Lender notice not
less than five Business days prior to the maturity date of the  outstanding  MBS
that the  Variable  Loan  related to such  outstanding  MBS shall be paid on the
maturity date of such  outstanding  MBS (the "Maturity  Date").  Any MBS that is
issued as a result of an automatic  renewal of a maturing MBS as contemplated by
subpart  (iii)(B) above shall have a maturity date of three (3) months after the
MBS Issue Date.

(d) In addition to payment of principal and the Discount, Borrower shall pay the
Variable  Loan  Fee  due on  each  Variable  Loan  in  accordance  with  Section
1.04(b)(ii) of the Loan Agreement.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any  amount  applicable  to the  Indebtedness  that is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security Instrument") and reference is made to the Security Instrument for
other rights of Lender concerning the collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender, without any additional notice to Borrower. Lender may exercise
this option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
10 days after the amount is due,  Borrower shall pay to Lender,  immediately and
without  demand by Lender,  a late  charge  equal to 5 percent  of such  amount.
Borrower acknowledges that its failure to make timely payments will cause Lender
to incur  additional  expenses in servicing and processing the loan evidenced by
this Note (the "Loan"),  and that it is extremely  difficult and  impractical to
determine  those  additional  expenses.  Borrower  agrees  that the late  charge
payable  pursuant to this Paragraph  represents a fair and reasonable  estimate,
taking into account all circumstances  existing on the date of this Note, of the
additional  expenses Lender will incur by reason of such late payment.  The late
charge is payable in addition  to, and not in lieu of, any  interest  payable at
the Default Rate pursuant to Paragraph 8.

8. Default  Rate.  So long as any monthly  installment  or any other payment due
under this Note remains past due for 30 days or more,  interest  under this Note
shall accrue on the unpaid principal balance from the earlier of the due date of
the first unpaid monthly  installment or other payment due, as applicable,  at a
rate (the "Default  Rate") equal to the lesser of 4 percentage  points above the
rate stated in the first  paragraph  of this Note or the maximum  interest  rate
which may be  collected  from  Borrower  under  applicable  law.  If the  unpaid
principal  balance and all accrued interest are not paid in full on the Maturity
Date, the unpaid principal  balance and all accrued interest shall bear interest
from the Maturity Date at the Default Rate.  Borrower also acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and  processing  the Loan,  that,  during the time that any monthly
installment  or  payment  under this Note is  delinquent  for more than 30 days,
Lender will incur additional costs and expenses arising from its loss of the use
of the money due and from the  adverse  impact on  Lender's  ability to meet its
other obligations and to take advantage of other investment  opportunities,  and
that it is extremely  difficult and  impractical to determine  those  additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly  installment  or payment due under this Note is delinquent for more than
30 days,  Lender's risk of nonpayment of this Note will be materially  increased
and Lender is entitled  to be  compensated  for such  increased  risk.  Borrower
agrees that the increase in the rate of interest  payable under this Note to the
Default Rate represents a fair and reasonable estimate,  taking into account all
circumstances  existing on the date of this Note,  of the  additional  costs and
expenses  Lender will incur by reason of Borrower's  delinquent  payment and the
additional compensation Lender is entitled to receive for the increased risks of
nonpayment associated with a delinquent loan.

9. Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the  Indebtedness  equal to any loss or damage suffered by Lender as a result
of (1)  failure  of  Borrower  to pay to Lender  upon  demand  after an Event of
Default,  all  Rents to which  Lender  is  entitled  under  Section  3(a) of the
Security  Instrument  and the  amount  of all  security  deposits  collected  by
Borrower  from tenants then in  residence;  (2) failure of Borrower to apply all
insurance  proceeds  and  condemnation  proceeds  as  required  by the  Security
Instrument;  (3) failure of Borrower to comply with Section  14(d) or (e) of the
Security Instrument  relating to the delivery of books and records,  statements,
schedules  and  reports;  (4) fraud or  written  material  misrepresentation  by
Borrower or any officer,  director,  partner,  member or employee of Borrower in
connection  with the  application  for or  creation of the  Indebtedness  or any
request  for any action or consent by  Lender;  or (5)  failure to apply  Rents,
first,  to the payment of  reasonable  operating  expenses  (other than Property
management  fees  that are not  currently  payable  pursuant  to the terms of an
Assignment of Management  Agreement or any other  agreement with Lender executed
in  connection  with the  Loan) and then to  amounts  ("Debt  Service  Amounts")
payable  under this Note,  the Security  Instrument  or any other Loan  Document
(except  that  Borrower  will not be  personally  liable (i) to the extent  that
Borrower lacks the legal right to direct the  disbursement  of such sums because
of a  bankruptcy,  receivership  or similar  judicial  proceeding,  or (ii) with
respect to Rents that are  distributed in any calendar year if Borrower has paid
all operating expenses and Debt Service Amounts for that calendar year).

(c) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not permitted by Section 33 of the Security  Instrument;  or (2) a Transfer that
is an Event of Default under Section 21 of the Security Instrument.

(d) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an Event of  Default,  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding.

10.  Voluntary and  Involuntary  Prepayments.  Pursuant to the terms of the Loan
Agreement,  Borrower shall pay the entire amount of the Discount on any Variable
Loan in advance.  Accordingly,  any Variable  Loan may be prepaid in whole or in
part and at any  time  without  penalty.  Borrower  shall  give  Lender  six (6)
Business Days advance notice of any prepayment.

11. Costs and Expenses. Borrower shall pay on demand all reasonable expenses and
costs,  including  reasonable fees and  out-of-pocket  expenses of attorneys and
expert witnesses and costs of  investigation,  incurred by Lender as a result of
any default under this Note or in connection  with efforts to collect any amount
due under  this  Note,  or to enforce  the  provisions  of any of the other Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13. Waivers.  Except as expressly  provided in the Loan Agreement,  presentment,
demand, notice of dishonor, protest, notice of acceleration, notice of intent to
demand or accelerate  payment or maturity,  presentment  for payment,  notice of
nonpayment,  grace,  and diligence in collecting the  Indebtedness are waived by
Borrower and all endorsers and guarantors of this Note and all other third party
obligors.

14. Loan Charges. If any applicable law limiting the amount of interest or other
charges  permitted to be collected from Borrower in connection  with the Loan is
interpreted  so that any  interest  or  other  charge  provided  for in any Loan
Document,  whether considered separately or together with other charges provided
for in any other Loan  Document,  violates that law, and Borrower is entitled to
the benefit of that law, that interest or charge is hereby reduced to the extent
necessary to eliminate that  violation.  Borrower agrees to an effective rate of
interest  that is the  stated  rate of  interest  plus  any  additional  rate of
interest  resulting  from  any  other  charges  or fees  that  are to be paid by
Borrower to Lender that may be found by a court of competent  jurisdiction to be
interest.  The  amounts,  if any,  previously  paid to  Lender  in excess of the
permitted  amounts  shall be applied  by Lender to reduce  the unpaid  principal
balance of this Note. For the purpose of determining  whether any applicable law
limiting the amount of interest or other charges  permitted to be collected from
Borrower has been violated,  all Indebtedness that constitutes interest, as well
as all other charges made in connection  with the  Indebtedness  that constitute
interest,  shall be deemed to be  allocated  and spread  ratably over the stated
term of the Note.  Unless otherwise  required by applicable law, such allocation
and  spreading  shall be  effected in such a manner that the rate of interest so
computed is uniform throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise, and not for personal, family or household purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL. The provisions
of Section  11.07 of the Loan  Agreement  (entitled  "Choice of Law;  Consent to
Jurisdiction;  Waiver of Jury Trial") are hereby  incorporated into this Note by
this  reference  to the fullest  extent as if the text of such  Section were set
forth in its entirety herein.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19. Notices. All notices, demands and other communications required or permitted
to be given by  Lender  to  Borrower  pursuant  to this  Note  shall be given in
accordance with Section 11.09 of the Loan Agreement.

20.  Security for this Note.  Reference is made hereby to the Loan Agreement and
the Security  Documents for additional rights and remedies of Lender relating to
the  indebtedness  evidenced  by this  Note.  Each  Security  Document  shall be
released in accordance with the provisions of the Security Documents.

21. Loan May Not Be  Reborrowed.  Borrower may not  re-borrow  any amounts under
this Note which it has previously borrowed and repaid under this Note.

22. Default Under Loan Agreement and Other Loan Documents.  The occurrence of an
Event of Default  under the Loan  Agreement  or the  Security  Instrument  shall
constitute  an "Event of Default"  under this Note in  accordance  with the Loan
Agreement  and the  Security  Instrument.  Upon  the  occurrence  of an Event of
Default  under  the  Loan  Agreement  or the  Security  Instrument,  the  entire
principal  amount  outstanding  hereunder and accrued  interest thereon shall at
once become due and payable, at the option of the holder hereof.

23. Loan Confirmation  Instruments;  Accounting for Variable Loans. The terms of
the Loan  Agreement  and this Note  govern the  repayment,  and all other  terms
relating  to  the  Variable  Loan.  However,   Borrower  shall  execute  a  Loan
Confirmation  Instrument  to create a physical  instrument  evidencing  each MBS
issued to fund the Variable Loan. The Loan Confirmation  Instrument  executed by
Borrower in accordance  with Section 2.02 of the Loan Agreement  shall set forth
the amount,  term,  Discount,  Closing Date and certain  other terms of each MBS
issued  to fund the  Variable  Loan.  The  Loan  Confirmation  Instrument  shall
conclusively  establish each of the terms  described in the preceding  sentence,
absent manifest  error.  The MBS evidenced by the Loan  Confirmation  Instrument
does not represent a separate  indebtedness from that evidenced by this Note. In
making  proof of this  Note,  no other  documents  other than this Note shall be
required.  In making proof of the amount and terms of the  outstanding  Variable
Loans under this Note, this Note, the related Loan Confirmation Instruments, and
Lender's records concerning  payments made by Borrower under this Note, shall be
conclusive  evidence of the terms and outstanding  amounts of the Variable Loan,
absent manifest error.

24.  Modifications to Note.  There are standard  modifications to this Note that
are attached as Exhibit B-1 and Exhibit B-2 hereto.  In  addition,  there may be
special  modifications  to this Note  attached as Exhibit  B-3 hereto.  All such
exhibits are hereby incorporated into this Note as a part hereof.

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.





                   [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]





<PAGE>



                                    NATIONAL PROPERTY INVESTORS 7, a California
                                       limited partnership

                                    By:  NPI Equity Investments, Inc., a Florida
                                           corporation, its sole general partner



                                          By:  /s/Patti K. Fielding
                                               Patti K. Fielding
                                               Executive Vice President



<PAGE>





                                    GMAC COMMERCIAL MORTGAGE CORPORATION, a
                                      California corporation



                                    By: /s/Ann Bonney
                                       Name: Ann Bonney
                                       Title: Vice President


<PAGE>
                                                                 Exhibit 10.14
                 SEVENTH REAFFIRMATION AND JOINDER AGREEMENT


      THIS SEVENTH  REAFFIRMATION  AND JOINDER  AGREEMENT (this  "Agreement") is
made as of June 16,  2003 by and among (i) AIMCO  PROPERTIES,  L.P.,  a Delaware
limited  partnership  ("Guarantor"),  (ii)  NATIONAL  PROPERTY  INVESTORS  7,  a
California  limited  partnership (the "Additional  Borrower")  (individually and
collectively with all Current Borrowers,  as defined below,  "Borrower"),  (iii)
GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation ("Lender"),  (iv)
the parties who are the current Borrowers under the Loan Agreement (the "Current
Borrowers"),  (v) the parties who are the Spring Hill Guarantors  under the Loan
Agreement ("Spring Hill Guarantors") and (vi) FANNIE MAE, a federally  chartered
and stockholder-owned corporation ("Fannie Mae").

RECITALS:

      A. Lender, Guarantor, the Current Borrowers and the Spring Hill Guarantors
are parties to that certain  Amended and Restated  Loan  Agreement,  dated as of
September 16, 2002 (as amended,  supplemented,  replaced,  restated or otherwise
modified  from  time to time,  the "Loan  Agreement").  The Loan  Agreement  was
modified by that certain First Modification, Reaffirmation and Joinder Agreement
dated as of November 25, 2002, which modified the Loan Agreement, added Winthrop
Texas Investors Limited Partnership,  a Maryland limited  partnership,  owner of
the Salem Park  Apartments  and removed Texas  Apartment  Investors,  a Delaware
general  partnership,  owner of the Ryan's Point Apartments.  The Loan Agreement
was  modified by that certain  Second  Modification,  Reaffirmation  and Joinder
Agreement  dated as of December 27, 2002,  which modified the Loan Agreement and
added (i) Shelter  Properties IV Limited  Partnership,  a South Carolina limited
partnership,   owner  of  the  Baymeadows   Apartments;   (ii)  Lexington-Oxford
Associates,  L.P.,  an Indiana  limited  partnership,  owner of the Chinoe Creek
Apartments;  (iii) ORP Four Limited Partnership, a Maryland limited partnership,
owner of the Shadow Oaks Apartments;  and (iv) Springhill Lake Investors Limited
Partnership,  a Maryland  limited  partnership  and the Spring Hill  Guarantors,
owners of the Spring Hill Lake  Apartments.  The Loan  Agreement was modified by
that certain Third  Reaffirmation  and Joinder Agreement dated as of January 21,
2003,  which added  Shannon Manor  Apartments,  A Limited  Partnership,  a South
Carolina limited  partnership,  owner of the Windsor at South Square Apartments.
The Loan Agreement was modified by that certain Fourth Reaffirmation and Joinder
Agreement  dated  as of  February  21,  2003,  which  added  Stonecreek  Limited
Partnership,  a  Tennessee  limited  partnership,   owner  of  the  Cross  Creek
Apartments.  The Loan Agreement was modified by that certain Fifth Reaffirmation
and Joinder  Agreement  dated as of April 21,  2003,  which added AIMCO  Bercado
Shores,  L.L.C., a Delaware  limited  liability  company,  owner of River Pointe
Apartments.  The Loan Agreement was modified by that certain Sixth Reaffirmation
and Joinder  Agreement  dated as of May 16,  2003 which added (i) DFW  Apartment
Investors Limited Partnership, a Delaware limited partnership,  owner of Heather
Ridge  Apartments;  (ii) Houston  Pines,  A California  Limited  Partnership,  a
California  limited  partnership,   owner  of  Forest  River  Apartments;  (iii)
Georgetown  AIP II,  L.P.,  a  South  Carolina  limited  partnership,  owner  of
Georgetown   Apartments;   (iv)  Wyckford  Commons,  L.P.,  a  Delaware  limited
partnership, owner of Wyckford Commons Apartments; (v) New Lake Meadows, L.P., a
South Carolina limited partnership,  owner of Lake Meadows Apartments;  and (vi)
AP XII Associates  Limited  Partnership,  a South Carolina limited  partnership,
doing business in Pennsylvania as AP XII Associates,  Limited Partnership, owner
of Chambers Ridge Apartments.

      B. All of Lender's right, title and interest in the Loan Agreement, in the
Loan  Documents  executed  in  connection  with the Loan  Agreement,  and in the
transactions contemplated by the Loan Agreement have been assigned to Fannie Mae
pursuant to that certain  Assignment  of  Collateral  Agreements  and Other Loan
Documents dated as of November 1, 2002 (the  "Assignment").  Fannie Mae will not
assume any of the  obligations  of Lender  under the Loan  Agreement or the Loan
Documents as a result of the Assignment. Fannie Mae has designated Lender as the
servicer of the Loans contemplated by the Loan Agreement.

      C. The parties hereto wish to  acknowledge  certain  modifications  to the
Loan Agreement as set forth below.

      D. Additional Borrower desires to join in the Loan Agreement as if it were
a Current Borrower thereunder.

      E. Guarantor hereby joins in this Agreement to evidence its consent hereto
and to reaffirm its obligations under the Loan Agreement and the Guaranty.

Agreement:

      NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1. Recitals.  The Recitals set forth above are incorporated  herein by reference
as if fully set forth in the body of this Agreement.

2.  Definitions.  All  capitalized  terms not defined herein shall have the same
meaning as set forth in the Loan Agreement.

3. Reaffirmation. Current Borrowers hereby reaffirm their respective obligations
pursuant to the Loan Agreement and the Loan Documents to which they are parties.

4. Joinder. Additional Borrower hereby joins in the Loan Agreement as if it were
a Current Borrower  thereunder and hereby agrees that all references in the Loan
Agreement  and in any other Loan  Documents  to any Borrower  shall  include the
Additional Borrower.  The information describing the Loan to Additional Borrower
and the Mortgaged  Property securing such Loan for purposes of Schedule A to the
Loan Agreement is as follows:

     Mortgaged Property        Initial Closing       Initial       Loan Amount
                                     Date           Valuation
Patchen Place Apartments         May 16, 2003      $6,600,000.00   $4,290,000.00

5.  Consent.  The  parties  hereto  hereby  consent  to the  provisions  of this
Agreement, agree that the Loan Agreement is in full force and effect and confirm
that the  provisions  of the Related Loan  Agreement  shall no longer govern the
Loan described in paragraph 4 above.

6. Guaranty.  Guarantor  hereby (i) acknowledges and consents to the addition of
the Additional Borrower under the Loan Agreement, (ii) acknowledges and consents
to the increase and  expansion of the credit  facility and the other changes and
the terms and conditions of the Loan Agreement, and (iii) confirms to the Lender
and  Fannie  Mae that the terms and  provisions  of the  Guaranty  for each Loan
remain in full force and effect.

7.  Counterparts.  This Agreement may be executed in counterparts by the parties
hereto,  and each such counterpart  shall be considered an original and all such
counterparts shall constitute one and the same document.

8.  Governing  Law.  The  provisions  of  Section  11.07 of the  Loan  Agreement
(entitled  "Choice of Law; Consent to  Jurisdiction;  Waiver of Jury Trial") are
hereby  incorporated into this Agreement to the fullest extent as if the text of
such Section were set forth in its entirety hereto.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                     LENDER:

                                    GMAC COMMERCIAL MORTGAGE CORPORATION, a
                                       California corporation



                                    By: /s/Ann Bonney
                                       Name: Ann Bonney
                                       Title: Vice President



<PAGE>


                                     AIMCO:

                                    AIMCO PROPERTIES, L.P., a Delaware
                                      limited partnership

                                    By:  AIMCO-GP, Inc., a Delaware
                                         corporation, its general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President


<PAGE>


                                    ADDITIONAL BORROWER:

                                    (Patchen Place Apartments)

                                    NATIONAL PROPERTY INVESTORS 7, a
                                       California limited partnership

                       By: NPI Equity Investments, Inc., a
                          Florida corporation, its sole
                                 general partner



                                          By:/s/Patti K. Fielding
                                               Patti K. Fielding
                                               Executive Vice President



<PAGE>


                                    CURRENT BORROWERS:

                                    (Heather Ridge Apartments)

                                    DFW APARTMENT INVESTORS LIMITED
                                       PARTNERSHIP, a Delaware limited
                                       partnership

                                    By:   Winthrop Financial Associates, A
                                          Limited Partnership, a Maryland
                                          limited partnership, its general
                                          partner

                                          By:   NHP Management Company, a
                                                District of Columbia
                                                corporation, its associate
                                                general partner



                                                By:   /s/Patti K. Fielding
                                                     Patti K. Fielding
                                                     Executive Vice President


<PAGE>


                                    (Forest River Apartments)

                                    HOUSTON PINES, A CALIFORNIA LIMITED
                                       PARTNERSHIP, a California limited
                                       partnership

                                    By:   Angeles Realty Corporation, a
                                          California corporation, its general
                                          partner



                                          By:/s/Patti K. Fielding
                                              Patti K. Fielding
                                              Executive Vice President



<PAGE>


                                    (Georgetown Apartments)

                                    GEORGETOWN AIP II, L.P., a South Carolina
                                       limited partnership

                                    By:   AIP II Georgetown GP, L.L.C., a
                                             South Carolina limited liability
                                             company, its general partner

                                          By:   Angeles Income Properties,
                                                   Ltd. II, a California
                                                   limited partnership, its
                                                   sole member

                                                By:    Angeles Realty
                                                         Corporation II, a
                                                         California
                                                         corporation, its
                                                         managing general
                                                         partner



                                                      By:/s/Patti K. Fielding
                                                         Patti K. Fielding
                                                         Executive Vice
                                                         President


<PAGE>


                                    (Wyckford Commons Apartments)

                                    WYCKFORD COMMONS, L.P., a Delaware
                                       limited partnership

                                    By:   Davidson Properties, Inc., a
                                             Tennessee corporation, its
                                             managing general partner



                                          By:/s/Patti K. Fielding
                                              Patti K. Fielding
                                              Executive Vice President


<PAGE>


                                    (Lake Meadows Apartments)

                                    NEW LAKE MEADOWS, L.P., a South Carolina
                                       limited partnership

                                    By:   Lake Meadows GP, L.L.C., a South
                                             Carolina limited liability
                                             company, its general partner

                                          By:   Angeles Opportunity
                                                   Properties, Ltd., A
                                                   California Limited
                                                   Partnership, a California
                                                   limited partnership, its
                                                   sole member

                                                By:   Angeles Realty
                                                         Corporation II, a
                                                         California corporation,
                                                         its general partner



                                                      By:/s/Patti K. Fielding
                                                         Patti K. Fielding
                                                         Executive Vice
                                                         President



<PAGE>


                                    (Chambers Ridge Apartments)

                                    AP XII ASSOCIATES LIMITED PARTNERSHIP, a
                                       South Carolina limited partnership

                                     By: AP XII Associates GP, L.L.C., a South
                                         Carolina limited liability company, its
                                         general partner

                                         By:  Angeles Partners XII, a California
                                             limited partnership, is sole member

                                             By:  Angeles Realty Corporation II,
                                                  a California corporation, its
                                                    managing general partner



                                                   By:/s/Patti K. Fielding(SEAL)
                                                         Patti K. Fielding
                                                         Executive Vice
                                                         President



<PAGE>


                                    (River Pointe Apartments)

                                    AIMCO BERCADO SHORES, L.L.C., a Delaware
                                       limited liability company

                                    By:   AIMCO Properties, L.P., a Delaware
                                          limited partnership, its sole
                                          member and manager

                                          By:   AIMCO-GP, Inc., a Delaware
                                                corporation, its general
                                                partner



                                                By:   /s/Patti K. Fielding
                                                     Patti K. Fielding
                                                         Executive Vice
                                    President



<PAGE>


                                    (Cross Creek Apartments)

                                    STONECREEK LIMITED PARTNERSHIP, a
                                       Tennessee limited partnership

                        By: Davidson Properties, Inc., a
                       Tennessee corporation, its managing
                                 general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President





<PAGE>


                                    (Windsor Apartments)

                                    SHANNON MANOR APARTMENTS, A LIMITED
                                       PARTNERSHIP, a South Carolina limited
                                       partnership

                                    By:    AmReal Corporation, a South
                                           Carolina corporation, its general
                                           partner



                                           By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President



<PAGE>


                                    (Salem Apartments)


                                    WINTHROP TEXAS INVESTORS LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:  Two Winthrop Limited Partnership, a
                                         Maryland limited partnership, its
                                         general partner

                                         By: Nine Winthrop Properties, Inc.,
                                             a Maryland corporation, its
                                             general partner



                                             By:/s/Patti K. Fielding
                                                Patti K. Fielding
                                                Vice President - Residential
                                                Securities and Debt




<PAGE>


                                    (Riverwood Apartments)


                                    RIVER WOOD ASSOCIATES, L.P., an Indiana
                                      limited partnership

                                    By:  Oxford General Partners Corporation,
                                         a Delaware corporation, its general
                                         partner



                                         By:/s/Patti K. Fielding
                                            Patti K. Fielding
                                            Executive Vice President


<PAGE>




                                   (Lakeside Manor Apartments)


                                   AIMCO LAKESIDE MANOR, L.P., a Delaware
                                    limited partnership

                                   By:  AIMCO Holdings, L.P., a Delaware
                                         limited partnership, its general
                                         partner

                                       By:  AIMCO Holdings QRS, Inc., a
                                            Delaware corporation, its general
                                            partner



                                           By:/s/Patti K. Fielding
                                              Patti K. Fielding
                                              Executive Vice President



<PAGE>


                                    (Big Walnut Apartments)


                                    BIG WALNUT, L.P., a Delaware limited
                                       partnership

                                    By:   Davidson Diversified Properties,
                                          Inc., a Tennessee corporation, its
                                          general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President


<PAGE>



                                    (Versailles on the Lake Apartments)

                                    DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.,
                                       a Delaware limited partnership

                                    By:   Davidson Diversified Properties,
                                          Inc., a Tennessee corporation, its
                                          managing general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President


<PAGE>



                                    (Lebanon Station Apartment)

                                    LAKE EDEN ASSOCIATES, L.P., a Delaware
                                       limited partnership

                                    By:  Jacques-Miller Associates, a
                                         Tennessee general partnership, its
                                         managing general partner

                                         By: JMA Equities, L.P., a Delaware
                                             limited partnership, its
                                             managing partner

                                             By:  MAE JMA, Inc., a Delaware
                                                  corporation, its managing
                                                  general partner



                                                  By:/s/Patti K. Fielding
                                                     Patti K. Fielding
                                                     Executive Vice President


<PAGE>




                                    (Carriage House Apartments)
                                    (Rocky Creek Apartments)

                                    SHELTER PROPERTIES VI LIMITED
                                       PARTNERSHIP, a South Carolina limited
                                       partnership

                                    By:   Shelter Realty VI Corporation, a
                                          South Carolina corporation, its
                                          corporate general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President




<PAGE>


                                    (Hunt Club Apartments)

                                    DFW RESIDENTIAL INVESTORS LIMITED
                                       PARTNERSHIP, a Delaware limited
                                       partnership

                                    By:   Winthrop Financial Associates, A
                                          Limited Partnership, a Maryland
                                          limited partnership, its general
                                          partner

                                          By:   NHP Management Company, a
                                                District of Columbia
                                                corporation, its associate
                                                general partner



                                                By:/s/Patti K. Fielding
                                                   Patti K. Fielding
                                                   Executive Vice President


<PAGE>


                                    (Baymeadows Apartments)

                                    SHELTER PROPERTIES IV LIMITED
                                       PARTNERSHIP, a South Carolina limited
                                       partnership

                                    By:   Shelter Realty IV Corporation, a
                                          South Carolina corporation, doing
                                          business in Florida as Shelter
                                          Realty IV Corporation of South
                                          Carolina, its managing general
                                          partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President



<PAGE>


                                    (Spring Hill Lake Apartments)


                                    SPRINGHILL LAKE INVESTORS LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Three Winthrop Properties, Inc., a
                                          Massachusetts corporation, its
                                          managing general partner



                                          By:/s/Patti K. Fielding(SEAL)
                                             Patti K. Fielding
                                             Vice President - Residential
                                             Securities and Debt


<PAGE>



                                    (Shadow Oaks Apartments)

                                    ORP FOUR LIMITED PARTNERSHIP, a Maryland
                                       limited partnership

                                    By:  ORP Corporation IV, a Maryland
                                         corporation, its general partner



                                         By:/s/Patti K. Fielding
                                            Patti K. Fielding
                                            Executive Vice President


<PAGE>


                                    (Park at Deerbrook Apartments)

                                    TEXAS APARTMENT INVESTORS, a Delaware
                                       general partnership

                                    By:   Texas Residential Investors Limited
                                         Partnership, a Delaware limited
                                         partnership, doing business in Texas
                                         as Texas Winthrop Residential
                                         Investors Limited Partnership, its
                                         general partner

                                         By:   Winthrop Properties Limited
                                             Partnership, a Delaware limited
                                             partnership, its general partner

                                             By:   Six Winthrop Properties,
                                                  Inc., a Delaware
                                                  corporation, its general
                                                  partner


                                                  By:/s/Patti K. Fielding
                                                     Patti K. Fielding
                                                     Vice President -
                                                     Residential Securities
                                                     and Debt







<PAGE>


                                    SPRING HILL GUARANTORS:

                                    FIRST SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner



                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt


                                    SECOND SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner



                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt



<PAGE>


                                    THIRD SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    FOURTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    FIFTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt


<PAGE>


                                    SIXTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    SEVENTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    EIGHTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt


<PAGE>


                                    NINTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    SPRINGHILL COMMERCIAL LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    SPRINGFIELD FACILITIES, LLC, a Maryland
                                       limited liability company (successor
                                       by merger to Springfield Facilities,
                                       Inc., Maryland corporation)

                                    By:  Springhill Commercial Limited
                                         Partnership, a Maryland limited
                                         partnership, its sole member

                                         By: Springhill Lake Investors
                                             Limited Partnership, a Maryland
                                             limited partnership, its sole
                                             general partner

                                             By:  Three Winthrop Properties,
                                                  Inc., a Massachusetts
                                                  corporation, its managing
                                                  general partner


                                                  By:/s/Patti K. Fielding(SEAL)
                                                     Patti K. Fielding
                                                     Vice President -
                                                     Residential Securities
                                                     and Debt

<PAGE>
                                                                 Exhibit 10.15
                                                        South Point Apartments

                                MULTIFAMILY NOTE
                                 (VARIABLE LOAN)


US $5,000,000.00                                           As of June 27, 2003


      FOR VALUE RECEIVED,  the undersigned  ("Borrower")  promises to pay to the
order of GMAC COMMERCIAL MORTGAGE  CORPORATION,  a California  corporation,  the
principal  sum of Five  Million  and  00/100  Dollars  (US  $5,000,000.00)  with
interest  on each  Variable  Loan at an annual rate as  calculated  in Section 3
hereof.

      This Note is executed and delivered by Borrower  pursuant to one of either
(i) that certain Amended and Restated Loan Agreement,  dated as of September 16,
2002, by and among certain  borrowers  signatory thereto and Lender or (ii) that
certain  Loan  Agreement  dated as of  November  1, 2002,  by and among  certain
borrowers  signatory  thereto  and  Lender.  As  used  herein,  the  term  "Loan
Agreement"  shall  mean  whichever  of  the  loan  agreements  described  in the
preceding  sentence  shall  apply  from time to time in  accordance  with  their
respective  terms,  along  with  all  amendments,   supplements,   replacements,
restatements or other  modifications  thereto or thereof from time to time made.
The Loan Agreement shall evidence the obligation of Borrower to repay a Variable
Loan  made by  Lender  to  Borrower  in  accordance  with the  terms of the Loan
Agreement.  This  Note is  entitled  to the  benefit  and  security  of the Loan
Documents provided for in the Loan Agreement,  to which reference is hereby made
for a statement of all of the terms and conditions under which the Variable Loan
evidenced  hereby is made. The Loan Agreement  requires  certain of the terms of
each  Variable  Loan to be  evidenced  by one or a series  of Loan  Confirmation
Instruments,  and  reference  is  hereby  made to each  such  Loan  Confirmation
Instrument for such terms.

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  or any  other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument  under  Section 12 of the Security  Instrument.  Event of Default and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings  given to such terms in the Loan  Agreement  or, if not  defined in the
Loan Agreement,  as defined in the Security  Instrument (as defined in Paragraph
5).

2.  Address for  Payment.  All  payments due under this Note shall be payable at
GMAC  Commercial  Mortgage  Corporation,  200 Witmer Road,  Horsham,  PA 19044 ,
Attention: Servicing - Account Manager, or such other place as may be designated
by written notice to Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) This Note shall  evidence  a Variable  Loan made from time to time under the
Loan  Agreement.  The Variable Loan shall bear interest at a rate  determined in
accordance with Section 2.01 of the Loan Agreement.

(b) Borrower shall pay imputed  interest on each Variable Loan in advance in the
form of a Discount in  accordance  with  Section  1.04(b) of the Loan  Agreement
(except that  Borrower  shall pay actual  interest on the Variable  Loan for the
partial month period,  if any, in  accordance  with Section  1.04(a) of the Loan
Agreement).

(c) Borrower shall make monthly  payments of principal each in the amount as set
forth on the  attached  Amortization  Schedule.  Lender  shall  apply  each such
principal  payment  to the  outstanding  principal  amount  of the  Loan  on the
Rollover Date next  following  receipt of any such payment.  If not sooner paid,
the entire principal amount of the Variable Loan shall be due and payable on the
earlier of (i) the termination of the Loan Agreement  pursuant to subsection (e)
of  Section  1.02  thereof,  (ii) the  fifth  anniversary  (unless  such date is
extended  pursuant to Section  1.07 of the Loan  Agreement,  in which case,  the
tenth anniversary) of the Initial Closing Date or (iii) the maturity date of any
outstanding MBS, unless either (A) not less than five Business Days prior to the
maturity  date of the  outstanding  MBS,  a  Borrower  has  requested  that  the
outstanding  MBS be renewed  with a new MBS or converted to a Fixed Loan to take
effect on the  maturity  date of the  outstanding  MBS and such new MBS has been
issued or conversion has occurred or (B) the MBS is automatically renewed, which
automatic  renewal  shall  occur in the event that a Borrower  does not make the
request set forth in subpart  (iii)(A) above and does not give Lender notice not
less than five Business days prior to the maturity date of the  outstanding  MBS
that the  Variable  Loan  related to such  outstanding  MBS shall be paid on the
maturity date of such  outstanding  MBS (the "Maturity  Date").  Any MBS that is
issued as a result of an automatic  renewal of a maturing MBS as contemplated by
subpart  (iii)(B) above shall have a maturity date of three (3) months after the
MBS Issue Date.

(d) In addition to payment of principal and the Discount, Borrower shall pay the
Variable  Loan  Fee  due on  each  Variable  Loan  in  accordance  with  Section
1.04(b)(ii) of the Loan Agreement.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any  amount  applicable  to the  Indebtedness  that is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security Instrument") and reference is made to the Security Instrument for
other rights of Lender concerning the collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender, without any additional notice to Borrower. Lender may exercise
this option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
10 days after the amount is due,  Borrower shall pay to Lender,  immediately and
without  demand by Lender,  a late  charge  equal to 5 percent  of such  amount.
Borrower acknowledges that its failure to make timely payments will cause Lender
to incur  additional  expenses in servicing and processing the loan evidenced by
this Note (the "Loan"),  and that it is extremely  difficult and  impractical to
determine  those  additional  expenses.  Borrower  agrees  that the late  charge
payable  pursuant to this Paragraph  represents a fair and reasonable  estimate,
taking into account all circumstances  existing on the date of this Note, of the
additional  expenses Lender will incur by reason of such late payment.  The late
charge is payable in addition  to, and not in lieu of, any  interest  payable at
the Default Rate pursuant to Paragraph 8.

8. Default  Rate.  So long as any monthly  installment  or any other payment due
under this Note remains past due for 30 days or more,  interest  under this Note
shall accrue on the unpaid principal balance from the earlier of the due date of
the first unpaid monthly  installment or other payment due, as applicable,  at a
rate (the "Default  Rate") equal to the lesser of 4 percentage  points above the
rate stated in the first  paragraph  of this Note or the maximum  interest  rate
which may be  collected  from  Borrower  under  applicable  law.  If the  unpaid
principal  balance and all accrued interest are not paid in full on the Maturity
Date, the unpaid principal  balance and all accrued interest shall bear interest
from the Maturity Date at the Default Rate.  Borrower also acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and  processing  the Loan,  that,  during the time that any monthly
installment  or  payment  under this Note is  delinquent  for more than 30 days,
Lender will incur additional costs and expenses arising from its loss of the use
of the money due and from the  adverse  impact on  Lender's  ability to meet its
other obligations and to take advantage of other investment  opportunities,  and
that it is extremely  difficult and  impractical to determine  those  additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly  installment  or payment due under this Note is delinquent for more than
30 days,  Lender's risk of nonpayment of this Note will be materially  increased
and Lender is entitled  to be  compensated  for such  increased  risk.  Borrower
agrees that the increase in the rate of interest  payable under this Note to the
Default Rate represents a fair and reasonable estimate,  taking into account all
circumstances  existing on the date of this Note,  of the  additional  costs and
expenses  Lender will incur by reason of Borrower's  delinquent  payment and the
additional compensation Lender is entitled to receive for the increased risks of
nonpayment associated with a delinquent loan.

9. Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the  Indebtedness  equal to any loss or damage suffered by Lender as a result
of (1)  failure  of  Borrower  to pay to Lender  upon  demand  after an Event of
Default,  all  Rents to which  Lender  is  entitled  under  Section  3(a) of the
Security  Instrument  and the  amount  of all  security  deposits  collected  by
Borrower  from tenants then in  residence;  (2) failure of Borrower to apply all
insurance  proceeds  and  condemnation  proceeds  as  required  by the  Security
Instrument;  (3) failure of Borrower to comply with Section  14(d) or (e) of the
Security Instrument  relating to the delivery of books and records,  statements,
schedules  and  reports;  (4) fraud or  written  material  misrepresentation  by
Borrower or any officer,  director,  partner,  member or employee of Borrower in
connection  with the  application  for or  creation of the  Indebtedness  or any
request  for any action or consent by  Lender;  or (5)  failure to apply  Rents,
first,  to the payment of  reasonable  operating  expenses  (other than Property
management  fees  that are not  currently  payable  pursuant  to the terms of an
Assignment of Management  Agreement or any other  agreement with Lender executed
in  connection  with the  Loan) and then to  amounts  ("Debt  Service  Amounts")
payable  under this Note,  the Security  Instrument  or any other Loan  Document
(except  that  Borrower  will not be  personally  liable (i) to the extent  that
Borrower lacks the legal right to direct the  disbursement  of such sums because
of a  bankruptcy,  receivership  or similar  judicial  proceeding,  or (ii) with
respect to Rents that are  distributed in any calendar year if Borrower has paid
all operating expenses and Debt Service Amounts for that calendar year).

(c) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not permitted by Section 33 of the Security  Instrument;  or (2) a Transfer that
is an Event of Default under Section 21 of the Security Instrument.

(d) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an Event of  Default,  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding.

10.  Voluntary and  Involuntary  Prepayments.  Pursuant to the terms of the Loan
Agreement,  Borrower shall pay the entire amount of the Discount on any Variable
Loan in advance.  Accordingly,  any Variable  Loan may be prepaid in whole or in
part and at any  time  without  penalty.  Borrower  shall  give  Lender  six (6)
Business Days advance notice of any prepayment.

11. Costs and Expenses. Borrower shall pay on demand all reasonable expenses and
costs,  including  reasonable fees and  out-of-pocket  expenses of attorneys and
expert witnesses and costs of  investigation,  incurred by Lender as a result of
any default under this Note or in connection  with efforts to collect any amount
due under  this  Note,  or to enforce  the  provisions  of any of the other Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13. Waivers.  Except as expressly  provided in the Loan Agreement,  presentment,
demand, notice of dishonor, protest, notice of acceleration, notice of intent to
demand or accelerate  payment or maturity,  presentment  for payment,  notice of
nonpayment,  grace,  and diligence in collecting the  Indebtedness are waived by
Borrower and all endorsers and guarantors of this Note and all other third party
obligors.

14. Loan Charges. If any applicable law limiting the amount of interest or other
charges  permitted to be collected from Borrower in connection  with the Loan is
interpreted  so that any  interest  or  other  charge  provided  for in any Loan
Document,  whether considered separately or together with other charges provided
for in any other Loan  Document,  violates that law, and Borrower is entitled to
the benefit of that law, that interest or charge is hereby reduced to the extent
necessary to eliminate that  violation.  Borrower agrees to an effective rate of
interest  that is the  stated  rate of  interest  plus  any  additional  rate of
interest  resulting  from  any  other  charges  or fees  that  are to be paid by
Borrower to Lender that may be found by a court of competent  jurisdiction to be
interest.  The  amounts,  if any,  previously  paid to  Lender  in excess of the
permitted  amounts  shall be applied  by Lender to reduce  the unpaid  principal
balance of this Note. For the purpose of determining  whether any applicable law
limiting the amount of interest or other charges  permitted to be collected from
Borrower has been violated,  all Indebtedness that constitutes interest, as well
as all other charges made in connection  with the  Indebtedness  that constitute
interest,  shall be deemed to be  allocated  and spread  ratably over the stated
term of the Note.  Unless otherwise  required by applicable law, such allocation
and  spreading  shall be  effected in such a manner that the rate of interest so
computed is uniform throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise, and not for personal, family or household purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL. The provisions
of Section  11.07 of the Loan  Agreement  (entitled  "Choice of Law;  Consent to
Jurisdiction;  Waiver of Jury Trial") are hereby  incorporated into this Note by
this  reference  to the fullest  extent as if the text of such  Section were set
forth in its entirety herein.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19. Notices. All notices, demands and other communications required or permitted
to be given by  Lender  to  Borrower  pursuant  to this  Note  shall be given in
accordance with Section 11.09 of the Loan Agreement.

20.  Security for this Note.  Reference is made hereby to the Loan Agreement and
the Security  Documents for additional rights and remedies of Lender relating to
the  indebtedness  evidenced  by this  Note.  Each  Security  Document  shall be
released in accordance with the provisions of the Security Documents.

21. Loan May Not Be  Reborrowed.  Borrower may not  re-borrow  any amounts under
this Note which it has previously borrowed and repaid under this Note.

22. Default Under Loan Agreement and Other Loan Documents.  The occurrence of an
Event of Default  under the Loan  Agreement  or the  Security  Instrument  shall
constitute  an "Event of Default"  under this Note in  accordance  with the Loan
Agreement  and the  Security  Instrument.  Upon  the  occurrence  of an Event of
Default  under  the  Loan  Agreement  or the  Security  Instrument,  the  entire
principal  amount  outstanding  hereunder and accrued  interest thereon shall at
once become due and payable, at the option of the holder hereof.

23. Loan Confirmation  Instruments;  Accounting for Variable Loans. The terms of
the Loan  Agreement  and this Note  govern the  repayment,  and all other  terms
relating  to  the  Variable  Loan.  However,   Borrower  shall  execute  a  Loan
Confirmation  Instrument  to create a physical  instrument  evidencing  each MBS
issued to fund the Variable Loan. The Loan Confirmation  Instrument  executed by
Borrower in accordance  with Section 2.02 of the Loan Agreement  shall set forth
the amount,  term,  Discount,  Closing Date and certain  other terms of each MBS
issued  to fund the  Variable  Loan.  The  Loan  Confirmation  Instrument  shall
conclusively  establish each of the terms  described in the preceding  sentence,
absent manifest  error.  The MBS evidenced by the Loan  Confirmation  Instrument
does not represent a separate  indebtedness from that evidenced by this Note. In
making  proof of this  Note,  no other  documents  other than this Note shall be
required.  In making proof of the amount and terms of the  outstanding  Variable
Loans under this Note, this Note, the related Loan Confirmation Instruments, and
Lender's records concerning  payments made by Borrower under this Note, shall be
conclusive  evidence of the terms and outstanding  amounts of the Variable Loan,
absent manifest error.

24.  Modifications to Note.  There are standard  modifications to this Note that
are attached as Exhibit B-1 and Exhibit B-2 hereto.  In  addition,  there may be
special  modifications  to this Note  attached as Exhibit  B-3 hereto.  All such
exhibits are hereby incorporated into this Note as a part hereof.

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.





                 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]





<PAGE>



                                    NATIONAL PROPERTY  INVESTORS 7, a California
                                       limited  partnership,  doing  business in
                                       North   Carolina  as  National   Property
                                       Investors 7 Limited Partnership

                                    By:   NPI Equity Investments, Inc., a
                                             Florida corporation, its sole
                                             general partner



                                          By:      /s/Patti K. Fielding
                                               Patti K. Fielding
                                               Executive Vice President



<PAGE>





                                    GMAC COMMERCIAL MORTGAGE CORPORATION, a
                                      California corporation



                                    By: /s/Ann Bonney
                                       Name: Ann Bonney
                                       Title: Vice President


<PAGE>
                                                                 Exhibit 10.16


                  EIGHTH REAFFIRMATION AND JOINDER AGREEMENT


      THIS EIGHTH REAFFIRMATION AND JOINDER AGREEMENT (this "Agreement") is made
as of July 17, 2003 by and among (i) AIMCO PROPERTIES,  L.P., a Delaware limited
partnership  ("Guarantor"),  (ii)  NATIONAL  PROPERTY  INVESTORS 7, a California
limited  partnership,  doing  business in North  Carolina  as National  Property
Investors 7 Limited  Partnership (the "Additional  Borrower")  (individually and
collectively with all Current Borrowers,  as defined below,  "Borrower"),  (iii)
GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation ("Lender"),  (iv)
the parties who are the current Borrowers under the Loan Agreement (the "Current
Borrowers"),  (v) the parties who are the Spring Hill Guarantors  under the Loan
Agreement ("Spring Hill Guarantors") and (vi) FANNIE MAE, a federally  chartered
and stockholder-owned corporation ("Fannie Mae").

RECITALS:

      A. Lender, Guarantor, the Current Borrowers and the Spring Hill Guarantors
are parties to that certain  Amended and Restated  Loan  Agreement,  dated as of
September 16, 2002 (as amended,  supplemented,  replaced,  restated or otherwise
modified  from  time to time,  the "Loan  Agreement").  The Loan  Agreement  was
modified by that certain First Modification, Reaffirmation and Joinder Agreement
dated as of November 25, 2002, which modified the Loan Agreement, added Winthrop
Texas Investors Limited Partnership,  a Maryland limited  partnership,  owner of
the Salem Park  Apartments  and removed Texas  Apartment  Investors,  a Delaware
general  partnership,  owner of the Ryan's Point Apartments.  The Loan Agreement
was  modified by that certain  Second  Modification,  Reaffirmation  and Joinder
Agreement  dated as of December 27, 2002,  which modified the Loan Agreement and
added (i) Shelter  Properties IV Limited  Partnership,  a South Carolina limited
partnership,   owner  of  the  Baymeadows   Apartments;   (ii)  Lexington-Oxford
Associates,  L.P.,  an Indiana  limited  partnership,  owner of the Chinoe Creek
Apartments;  (iii) ORP Four Limited Partnership, a Maryland limited partnership,
owner of the Shadow Oaks Apartments;  and (iv) Springhill Lake Investors Limited
Partnership,  a Maryland  limited  partnership  and the Spring Hill  Guarantors,
owners of the Spring Hill Lake  Apartments.  The Loan  Agreement was modified by
that certain Third  Reaffirmation  and Joinder Agreement dated as of January 21,
2003,  which added  Shannon Manor  Apartments,  A Limited  Partnership,  a South
Carolina limited  partnership,  owner of the Windsor at South Square Apartments.
The Loan Agreement was modified by that certain Fourth Reaffirmation and Joinder
Agreement  dated  as of  February  21,  2003,  which  added  Stonecreek  Limited
Partnership,  a  Tennessee  limited  partnership,   owner  of  the  Cross  Creek
Apartments.  The Loan Agreement was modified by that certain Fifth Reaffirmation
and Joinder  Agreement  dated as of April 21,  2003,  which added AIMCO  Bercado
Shores,  L.L.C., a Delaware  limited  liability  company,  owner of River Pointe
Apartments.  The Loan Agreement was modified by that certain Sixth Reaffirmation
and Joinder  Agreement  dated as of May 16, 2003,  which added (i) DFW Apartment
Investors Limited Partnership, a Delaware limited partnership,  owner of Heather
Ridge  Apartments;  (ii) Houston  Pines,  A California  Limited  Partnership,  a
California  limited  partnership,   owner  of  Forest  River  Apartments;  (iii)
Georgetown  AIP II,  L.P.,  a  South  Carolina  limited  partnership,  owner  of
Georgetown   Apartments;   (iv)  Wyckford  Commons,  L.P.,  a  Delaware  limited
partnership, owner of Wyckford Commons Apartments; (v) New Lake Meadows, L.P., a
South Carolina limited partnership,  owner of Lake Meadows Apartments;  and (vi)
AP XII Associates  Limited  Partnership,  a South Carolina limited  partnership,
doing business in Pennsylvania as AP XII Associates,  Limited Partnership, owner
of Chambers  Ridge  Apartments.  The Loan Agreement was modified by that certain
Seventh  Reaffirmation  and Joinder  Agreement dated as of June 16, 2003,  which
added National Property Investors 7, a California limited partnership,  owner of
Patchen Place Apartments.

      B. All of Lender's right, title and interest in the Loan Agreement, in the
Loan  Documents  executed  in  connection  with the Loan  Agreement,  and in the
transactions contemplated by the Loan Agreement have been assigned to Fannie Mae
pursuant to that certain  Assignment  of  Collateral  Agreements  and Other Loan
Documents dated as of November 1, 2002 (the  "Assignment").  Fannie Mae will not
assume any of the  obligations  of Lender  under the Loan  Agreement or the Loan
Documents as a result of the Assignment. Fannie Mae has designated Lender as the
servicer of the Loans contemplated by the Loan Agreement.

      C. The parties hereto wish to  acknowledge  certain  modifications  to the
Loan Agreement as set forth below.

      D. Additional Borrower desires to join in the Loan Agreement as if it were
a Current Borrower thereunder.

      E. Guarantor hereby joins in this Agreement to evidence its consent hereto
and to reaffirm its obligations under the Loan Agreement and the Guaranty.

Agreement:

      NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1. Recitals.  The Recitals set forth above are incorporated  herein by reference
as if fully set forth in the body of this Agreement.

2.  Definitions.  All  capitalized  terms not defined herein shall have the same
meaning as set forth in the Loan Agreement.

3. Reaffirmation. Current Borrowers hereby reaffirm their respective obligations
pursuant to the Loan Agreement and the Loan Documents to which they are parties.

4. Joinder. Additional Borrower hereby joins in the Loan Agreement as if it were
a Current Borrower  thereunder and hereby agrees that all references in the Loan
Agreement  and in any other Loan  Documents  to any Borrower  shall  include the
Additional Borrower.  The information describing the Loan to Additional Borrower
and the Mortgaged  Property securing such Loan for purposes of Schedule A to the
Loan Agreement is as follows:

     Mortgaged Property        Initial Closing       Initial       Loan Amount
                                     Date           Valuation
South Point Apartments          June 27, 2003      $7,700,000.00   $5,000,000.00

5.  Consent.  The  parties  hereto  hereby  consent  to the  provisions  of this
Agreement, agree that the Loan Agreement is in full force and effect and confirm
that the  provisions  of the Related Loan  Agreement  shall no longer govern the
Loan described in paragraph 4 above.

6. Guaranty.  Guarantor  hereby (i) acknowledges and consents to the addition of
the Additional Borrower under the Loan Agreement, (ii) acknowledges and consents
to the increase and  expansion of the credit  facility and the other changes and
the terms and conditions of the Loan Agreement, and (iii) confirms to the Lender
and  Fannie  Mae that the terms and  provisions  of the  Guaranty  for each Loan
remain in full force and effect.

7.  Counterparts.  This Agreement may be executed in counterparts by the parties
hereto,  and each such counterpart  shall be considered an original and all such
counterparts shall constitute one and the same document.

8.  Governing  Law.  The  provisions  of  Section  11.07 of the  Loan  Agreement
(entitled  "Choice of Law; Consent to  Jurisdiction;  Waiver of Jury Trial") are
hereby  incorporated into this Agreement to the fullest extent as if the text of
such Section were set forth in its entirety hereto.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.



                 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]



<PAGE>


                                     LENDER:

                                    GMAC COMMERCIAL MORTGAGE CORPORATION, a
                                       California corporation



                                    By: /s/Ann Bonney
                                       Name: Ann Bonney
                                       Title: Vice President



<PAGE>


                                     AIMCO:

                                    AIMCO PROPERTIES, L.P., a Delaware
                                      limited partnership

                                    By:  AIMCO-GP, Inc., a Delaware
                                         corporation, its general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President


<PAGE>


                                    ADDITIONAL BORROWER:

                                    (South Point Apartments)

                                    NATIONAL PROPERTY  INVESTORS 7, a California
                                    limited partnership, doing business in North
                                    Carolina  as National  Property  Investors 7
                                    Limited Partnership

                                    By:   NPI Equity Investments, Inc., a
                                    Florida     corporation, its sole general
                                     partner

                                          By:   /s/Patti K. Fielding
                                                   Patti K. Fielding
                                                   Executive Vice President


<PAGE>


                                    CURRENT BORROWERS:

                                    (Patchen Place Apartments)

                                    NATIONAL PROPERTY INVESTORS 7, a
                                    California limited partnership

                                    By:  NPI Equity Investments, Inc., a
                                    Florida     corporation, its sole general
                                    partner.



                                          By:  /s/Patti K. Fielding
                                                Patti K. Fielding
                                                Executive Vice President


<PAGE>


                                    (Heather Ridge Apartments)

                                    DFW APARTMENT INVESTORS LIMITED
                                       PARTNERSHIP, a Delaware limited
                                       partnership

                                    By:   Winthrop Financial Associates, A
                                          Limited Partnership, a Maryland
                                          limited partnership, its general
                                          partner

                                          By:   NHP Management Company, a
                                                District of Columbia
                                                corporation, its associate
                                                general partner



                                                By:   /s/Patti K. Fielding
                                                     Patti K. Fielding
                                                     Executive Vice President


<PAGE>


                                    (Forest River Apartments)

                                    HOUSTON PINES, A CALIFORNIA LIMITED
                                       PARTNERSHIP, a California limited
                                       partnership

                                    By:   Angeles Realty Corporation, a
                                          California corporation, its general
                                          partner



                                          By:/s/Patti K. Fielding
                                              Patti K. Fielding
                                              Executive Vice President



<PAGE>


                                    (Georgetown Apartments)

                                    GEORGETOWN AIP II, L.P., a South Carolina
                                       limited partnership

                                    By:   AIP II Georgetown GP, L.L.C., a
                                             South Carolina limited liability
                                             company, its general partner

                                          By:   Angeles Income Properties,
                                                   Ltd. II, a California
                                                   limited partnership, its
                                                   sole member

                                                By:    Angeles Realty
                                                         Corporation II, a
                                                         California
                                                         corporation, its
                                                         managing general
                                                         partner



                                                      By:/s/Patti K. Fielding
                                                         Patti K. Fielding
                                                         Executive Vice
                                                         President


<PAGE>


                                    (Wyckford Commons Apartments)

                                    WYCKFORD COMMONS, L.P., a Delaware
                                       limited partnership

                                    By:   Davidson Properties, Inc., a
                                             Tennessee corporation, its
                                             managing general partner



                                          By:/s/Patti K. Fielding
                                              Patti K. Fielding
                                              Executive Vice President


<PAGE>


                                    (Lake Meadows Apartments)

                                    NEW LAKE MEADOWS, L.P., a South Carolina
                                       limited partnership

                                    By:   Lake Meadows GP, L.L.C., a South
                                             Carolina limited liability
                                             company, its general partner

                                          By:   Angeles Opportunity
                                                   Properties, Ltd., A
                                                   California Limited
                                                   Partnership, a California
                                                   limited partnership, its
                                                   sole member

                                                By:   Angeles Realty
                                                         Corporation II, a
                                                         California corporation,
                                                         its general partner



                                                      By:/s/Patti K. Fielding
                                                         Patti K. Fielding
                                                         Executive Vice
                                                         President



<PAGE>


                                    (Chambers Ridge Apartments)

                                    AP XII ASSOCIATES LIMITED PARTNERSHIP, a
                                       South Carolina limited partnership

                                     By: AP XII Associates GP, L.L.C., a South
                                         Carolina limited liability company, its
                                         general partner

                                         By:  Angeles Partners XII, a California
                                             limited partnership, is sole member

                                             By:  Angeles Realty Corporation II,
                                                  a California corporation, its
                                                  managing general partner



                                                   By:/s/Patti K. Fielding(SEAL)
                                                         Patti K. Fielding
                                                         Executive Vice
                                                         President


<PAGE>


                                    (River Pointe Apartments)

                                    AIMCO BERCADO SHORES, L.L.C., a Delaware
                                       limited liability company

                                    By:   AIMCO Properties, L.P., a Delaware
                                          limited partnership, its sole
                                          member and manager

                                          By:   AIMCO-GP, Inc., a Delaware
                                                corporation, its general
                                                partner



                                                By:   /s/Patti K. Fielding
                                                     Patti K. Fielding
                                                         Executive Vice
                                    President



<PAGE>


                                   (Windsor Apartments)

                                    SHANNON MANOR APARTMENTS, A LIMITED
                                       PARTNERSHIP, a South Carolina limited
                                       partnership

                                    By:    AmReal Corporation, a South
                                           Carolina corporation, its general
                                           partner



                                           By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President



<PAGE>


                                    (Salem Apartments)


                                    WINTHROP TEXAS INVESTORS LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:  Two Winthrop Limited Partnership, a
                                         Maryland limited partnership, its
                                         general partner

                                         By: Nine Winthrop Properties, Inc.,
                                             a Maryland corporation, its
                                             general partner



                                             By:/s/Patti K. Fielding
                                                Patti K. Fielding
                                                Vice President - Residential
                                                Securities and Debt




<PAGE>


                                    (Riverwood Apartments)


                                    RIVER WOOD ASSOCIATES, L.P., an Indiana
                                      limited partnership

                                    By:  Oxford General Partners Corporation,
                                         a Delaware corporation, its general
                                         partner



                                         By:/s/Patti K. Fielding
                                            Patti K. Fielding
                                            Executive Vice President


<PAGE>




                                   (Lakeside Manor Apartments)


                                   AIMCO LAKESIDE MANOR, L.P., a Delaware
                                    limited partnership

                                   By:  AIMCO Holdings, L.P., a Delaware
                                         limited partnership, its general
                                         partner

                                       By:  AIMCO Holdings QRS, Inc., a
                                            Delaware corporation, its general
                                            partner



                                           By:/s/Patti K. Fielding
                                              Patti K. Fielding
                                              Executive Vice President



<PAGE>


                                    (Big Walnut Apartments)


                                    BIG WALNUT, L.P., a Delaware limited
                                       partnership

                                    By:   Davidson Diversified Properties,
                                          Inc., a Tennessee corporation, its
                                          general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President


<PAGE>



                                    (Versailles on the Lake Apartments)

                                    DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.,
                                       a Delaware limited partnership

                                    By:   Davidson Diversified Properties,
                                          Inc., a Tennessee corporation, its
                                          managing general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President


<PAGE>



                                    (Lebanon Station Apartment)

                                    LAKE EDEN ASSOCIATES, L.P., a Delaware
                                       limited partnership

                                    By:  Jacques-Miller Associates, a
                                         Tennessee general partnership, its
                                         managing general partner

                                         By: JMA Equities, L.P., a Delaware
                                             limited partnership, its
                                             managing partner

                                             By:  MAE JMA, Inc., a Delaware
                                                  corporation, its managing
                                                  general partner



                                                  By:/s/Patti K. Fielding
                                                     Patti K. Fielding
                                                     Executive Vice President


<PAGE>




                                    (Carriage House Apartments)
                                    (Rocky Creek Apartments)

                                    SHELTER PROPERTIES VI LIMITED
                                       PARTNERSHIP, a South Carolina limited
                                       partnership

                                    By:   Shelter Realty VI Corporation, a
                                          South Carolina corporation, its
                                          corporate general partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President




<PAGE>


                                    (Hunt Club Apartments)

                                    DFW RESIDENTIAL INVESTORS LIMITED
                                       PARTNERSHIP, a Delaware limited
                                       partnership

                                    By:   Winthrop Financial Associates, A
                                          Limited Partnership, a Maryland
                                          limited partnership, its general
                                          partner

                                          By:   NHP Management Company, a
                                                District of Columbia
                                                corporation, its associate
                                                general partner



                                                By:/s/Patti K. Fielding
                                                   Patti K. Fielding
                                                   Executive Vice President


<PAGE>


                                    (Baymeadows Apartments)

                                    SHELTER PROPERTIES IV LIMITED
                                       PARTNERSHIP, a South Carolina limited
                                       partnership

                                    By:   Shelter Realty IV Corporation, a
                                          South Carolina corporation, doing
                                          business in Florida as Shelter
                                          Realty IV Corporation of South
                                          Carolina, its managing general
                                          partner



                                          By:/s/Patti K. Fielding
                                             Patti K. Fielding
                                             Executive Vice President



<PAGE>


                                    (Spring Hill Lake Apartments)


                                    SPRINGHILL LAKE INVESTORS LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Three Winthrop Properties, Inc., a
                                          Massachusetts corporation, its
                                          managing general partner



                                          By:/s/Patti K. Fielding(SEAL)
                                             Patti K. Fielding
                                             Vice President - Residential
                                             Securities and Debt


<PAGE>



                                    (Shadow Oaks Apartments)

                                    ORP FOUR LIMITED PARTNERSHIP, a Maryland
                                       limited partnership

                                    By:  ORP Corporation IV, a Maryland
                                         corporation, its general partner



                                         By:/s/Patti K. Fielding
                                            Patti K. Fielding
                                            Executive Vice President


<PAGE>


                                    (Park at Deerbrook Apartments)

                                    TEXAS APARTMENT INVESTORS, a Delaware
                                       general partnership

                                    By:   Texas Residential Investors Limited
                                         Partnership, a Delaware limited
                                         partnership, doing business in Texas
                                         as Texas Winthrop Residential
                                         Investors Limited Partnership, its
                                         general partner

                                         By:   Winthrop Properties Limited
                                             Partnership, a Delaware limited
                                             partnership, its general partner

                                             By:   Six Winthrop Properties,
                                                  Inc., a Delaware
                                                  corporation, its general
                                                  partner


                                                  By:/s/Patti K. Fielding
                                                     Patti K. Fielding
                                                     Vice President -
                                                     Residential Securities
                                                     and Debt







<PAGE>


                                    SPRING HILL GUARANTORS:

                                    FIRST SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner



                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt


                                    SECOND SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner



                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt



<PAGE>


                                    THIRD SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    FOURTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    FIFTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt


<PAGE>


                                    SIXTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    SEVENTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    EIGHTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt


<PAGE>


                                    NINTH SPRINGHILL LAKE LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    SPRINGHILL COMMERCIAL LIMITED
                                       PARTNERSHIP, a Maryland limited
                                       partnership

                                    By:   Springhill Lake Investors Limited
                                          Partnership, a Maryland limited
                                          partnership, its sole general
                                          partner

                                          By:   Three Winthrop Properties,
                                                Inc., a Massachusetts
                                                corporation, its managing
                                                general partner


                                                By:/s/Patti K. Fielding(SEAL)
                                                   Patti K. Fielding
                                                   Vice President -
                                                   Residential Securities and
                                                   Debt

                                    SPRINGFIELD FACILITIES, LLC, a Maryland
                                       limited liability company (successor
                                       by merger to Springfield Facilities,
                                       Inc., Maryland corporation)

                                    By:  Springhill Commercial Limited
                                         Partnership, a Maryland limited
                                         partnership, its sole member

                                         By: Springhill Lake Investors
                                             Limited Partnership, a Maryland
                                             limited partnership, its sole
                                             general partner

                                             By:  Three Winthrop Properties,
                                                  Inc., a Massachusetts
                                                  corporation, its managing
                                                  general partner


                                                  By:/s/Patti K.Fielding(SEAL)
                                                     Patti K. Fielding
                                                     Vice President -
                                                     Residential Securities
                                                     and Debt