EXHIBIT 10.5



                                MULTIFAMILY NOTE


US $19,300,000.00                                          New York, New York
                                                     As of September 30, 1996

     FOR VALUE RECEIVED, the undersigned promise to pay LEHMAN BROTHERS HOLDINGS
INC. d/b/a Lehman Capital, A Division of Lehman Brothers Holdings Inc., 3 World
Financial Center, New York, New York 10285, or order, the principal sum of
NINETEEN MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS, with interest on the
unpaid principal balance from the date of this Note, until paid, at the
Applicable Interest Rate (defined herein).  Principal and interest shall be
payable at 3 World Financial Center, New York, New York 10285, or such other
place as the holder hereof may designate in writing, as follows:

     (i)  payments of interest only commencing on the first day of October, 1996
          and thereafter on the first day of each succeeding calendar month up
          to and including the Maturity Date (defined herein); and

     (ii) the balance of the aggregate outstanding principal sum and all accrued
          but unpaid interest thereon shall be due and payable on the Maturity
          Date.

     The term "Maturity Date" shall mean November 15, 1996.

     Interest on the principal sum of the Note shall be calculated on the basis
of the actual number of days elapsed in a three hundred sixty (360) day year.
All payments to Lender under the Note or this Agreement shall be made by wire
transfer of immediately available federal funds.

     If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, and if the same is referred to an attorney at law for
collection or any action at law or in equity is brought with respect hereto, the
undersigned shall pay the holder hereof all expenses and costs, including, but
not limited to, attorney's fees of 25% of the unpaid principal balance hereof.

     The undersigned hereby irrevocably authorizes and empowers any attorney or
the Prothonotary or Clerk of any court in the Commonwealth of Pennsylvania, or
elsewhere, to appear for the undersigned in any action brought against the
undersigned on this Note, if not paid when due, with or without declaration
filed and as of any term, and therein to confess or enter judgment against the
undersigned for the entire principal amount outstanding hereunder and accrued
interest thereon and for any other sums due pursuant to the terms of this Note,
together with expenses and costs of suit and attorney's fees for collection as
provided herein.  For such purpose, this Note or a copy hereof verified by
affidavit shall be a sufficient warrant.

     The authority granted herein to confess judgment shall not be exhausted by
any exercise thereof, but shall continue from time to time and at all times
until payment in full of all the indebtedness evidenced by this Note.  The
remedies of the holder hereof as provided herein and the warrants contained
herein shall be cumulative and concurrent with any other remedies available to
the holder hereof any may be pursued singly, successively, or together at the
sole discretion of the holder hereof and as often as occasion therefor shall
occur.  The failure to exercise any such right or remedy shall in no event be
construed as a waiver or release thereof.

     The undersigned hereby waives and releases all errors and imperfections in
any proceedings instituted by the holder hereof under the terms of this Note and
all benefit that might accrue to the undersigned by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of such property, from attachment, levy or sale
under the execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment.  The undersigned agrees that
any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued thereon, may be sold upon any
such writ in whole or in part in any order desired by the holder hereof.

     Prepayments shall be applied against the outstanding principal balance of
this Note and shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless the
holder hereof shall agree otherwise in writing. The holder hereof may require
that any partial prepayments be made on the date monthly installments are due
and be in the amount of that part of one or more monthly installments which
would be applicable to principal.

     From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, without affecting the guaranty of any person, corporation, partnership
or other entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of the undersigned, the
successors or assigns of the undersigned or guarantors, and without liability on
the part of the holder hereof, the holder hereof may, at the option of the
holder hereof, extend the time for payment of said outstanding principal balance
or any part thereof, reduce the payments thereon, release anyone liable on any
of said outstanding principal balance, accept a renewal of this Note, modify the
terms and time of payment of said outstanding principal balance, join in any
extension or subordination agreement, release any security given herefor, take
or release other or additional security, and agree in writing with the
undersigned to modify the rate of interest or period of amortization of this
Note or change the amount of the monthly installments payable hereunder.

     Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors and endorsers, and
shall be binding upon them and their successors and assigns.

     The indebtedness evidenced by this Note is secured by a Mortgage or Deed of
Trust dated as of the date hereof, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall be
governed by the law of the jurisdiction in which the Property subject to the
Mortgage or Deed of Trust is located.

     IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the
same to be executed by its representatives thereunto duly authorized.

                              NATIONAL PROPERTY INVESTORS 4, a California
                              limited partnership

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

                                   By:   /s/William H. Jarrard, Jr.
                                        Name: William H. Jarrard, Jr.
                                        Title: President