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

                                   Form 10-QSB

(Mark One)
[X]   Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
      Act of 1934

              For the quarterly period ended September 30, 2005


[ ]   Transition Report Under Section 13 or 15(d) of the Exchange Act


             For the transition period from _________to _________

                         Commission file number 0-14554


                          NATIONAL PROPERTY INVESTORS 8
        (Exact name of small business issuer as specified in its charter)



         California                                         13-3254885
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No ___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes __ No X_
<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.     Financial Statements




                          NATIONAL PROPERTY INVESTORS 8

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

                               September 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 422
   Receivables and deposits                                                     263
   Restricted escrows                                                            18
   Other assets                                                                 601
   Investment properties:
       Land                                                  $ 1,970
       Buildings and related personal property                 33,549
                                                               35,519
       Less accumulated depreciation                          (25,882)        9,637
                                                                           $ 10,941
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 444
   Tenant security deposit liabilities                                          101
   Accrued property taxes                                                       483
   Other liabilities                                                            204
   Due to affiliate (Note B)                                                  3,174
   Mortgage notes payable                                                    14,513

Partners' Deficit
   General partner                                            $ (302)
   Limited partners (44,882 units
      issued and outstanding)                                  (7,676)       (7,978)
                                                                           $ 10,941

                See Accompanying Notes to Financial Statements
</TABLE>




<PAGE>






                          NATIONAL PROPERTY INVESTORS 8

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

<TABLE>
<CAPTION>

                                        Three Months Ended        Nine Months Ended
                                          September 30,             September 30,
                                        2005         2004          2005        2004
Revenues:
<S>                                   <C>            <C>         <C>          <C>
   Rental income                      $ 1,011        $ 961       $ 2,986      $ 2,778
   Other income                            70            85          245          237
     Total revenues                     1,081         1,046        3,231        3,015

Expenses:
   Operating                              549           525        1,512        1,470
   General and administrative              42            35          137          124
   Depreciation                           386           380        1,149        1,145
   Interest                               337           302          997          904
   Property taxes (Note D)                109          (86)          320          179
     Total expenses                     1,423         1,156        4,115        3,822

Net loss                               $ (342)      $ (110)       $ (884)     $ (807)

Net loss allocated to general
  partner (1%)                          $ (3)        $ (1)         $ (9)       $ (8)

Net loss allocated to limited
  partners (99%)                         (339)         (109)        (875)        (799)

                                       $ (342)      $ (110)       $ (884)     $ (807)

Net loss per limited partnership
  unit                                $ (7.55)      $ (2.43)     $(19.50)     $(17.80)

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




                          NATIONAL PROPERTY INVESTORS 8

                    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        44,882       $ 1        $22,441      $22,442

Partners' deficit at
   December 31, 2004                  44,882      $ (293)     $(6,801)     $(7,094)

Net loss for the nine months
   ended September 30, 2005               --          (9)        (875)        (884)

Partners' deficit at
   September 30, 2005                 44,882      $ (302)     $(7,676)     $(7,978)

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>



                          NATIONAL PROPERTY INVESTORS 8

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    Nine Months Ended
                                                                      September 30,
                                                                     2005         2004
Cash flows from operating activities:
<S>                                                                 <C>          <C>
  Net loss                                                          $ (884)      $ (807)
  Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Depreciation                                                     1,149       1,145
     Amortization of loan costs                                          26          22
     Change in accounts:
        Receivables and deposits                                        (19)       (169)
        Other assets                                                    (24)        (58)
        Accounts payable                                                 56          24
        Tenant security deposit liabilities                              (8)         (4)
        Accrued property taxes                                           30        (120)
        Due to affiliate                                                244         141
        Other liabilities                                               (32)        (49)
          Net cash provided by operating activities                     538         125

Cash flows used in investing activities:
  Property improvements and replacements                             (1,019)       (686)

Cash flows from financing activities:
  Payments on mortgage note payable                                    (365)       (340)
  Advances from affiliate                                             1,057         861
  Repayment of advances from affiliate                                  (12)         --
          Net cash provided by financing activities                     680         521

Net increase (decrease) in cash and cash equivalents                    199         (40)

Cash and cash equivalents at beginning of period                        223         146

Cash and cash equivalents at end of period                           $ 422       $ 106

Supplemental disclosure of cash flow information:
  Cash paid for interest                                             $ 824       $ 832
Supplemental disclosure of non-cash flow activity:
  Property improvements and replacements in accounts payable         $ 330        $ 63

Included in property  improvements  and  replacements  for the nine months ended
September  30,  2005 are  approximately  $281,000  of  improvements  which  were
included in accounts payable at December 31, 2004.

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>

                          NATIONAL PROPERTY INVESTORS 8

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 8
(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.  ("NPI Equity" or the "Managing
General Partner"), the general partner of the Partnership, which is wholly-owned
by Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate  investment  trust,  all  adjustments  (consisting  of  normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and nine month periods ended September 30, 2005
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2005.  For further  information,  refer to the
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the year ended December 31, 2004.

Certain  reclassifications have been made to the 2004 balances to conform to the
2005 presentation.

Note B - Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and
its  affiliates  for  the  management  and  administration  of  all  Partnership
activities.  The Partnership  Agreement  provides for (i) payments to affiliates
for services and (ii)  reimbursement of certain expenses  incurred by affiliates
on behalf of the Partnership.

Affiliates of the Managing  General  Partner  receive 5% of gross  receipts from
both of the  Partnership's  properties as  compensation  for providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$161,000 and $149,000  for the nine months  ended  September  30, 2005 and 2004,
respectively, which is included in operating expense.

Affiliates of the Managing General Partner charged the Partnership reimbursement
of accountable  administrative  expenses amounting to approximately $189,000 and
$150,000 for the nine months ended  September  30, 2005 and 2004,  respectively,
which  is  included  in  general  and  administrative   expense  and  investment
properties.   The  portion  of  these  reimbursements   included  in  investment
properties  for the  nine  months  ended  September  30,  2005 and 2004 are fees
related to  construction  management  services  provided by an  affiliate of the
Managing General Partner of approximately $71,000 and $50,000, respectively. The
construction  management  service fees are  calculated  based on a percentage of
additions  to  the  investment   properties.   Approximately   $333,000  of  the
accountable  administrative  expenses were accrued at September 30, 2005 and are
included in due to affiliate.

For services relating to the  administration of the Partnership and operation of
its properties,  the Managing General Partner is entitled to receive payment for
non-accountable  expenses up to a maximum of $150,000 per year of  distributions
from  operations  based upon the number of  Partnership  units sold,  subject to
certain limitations.  The Managing General Partner was not entitled to receive a
reimbursement  during the nine months ended  September 30, 2005 and 2004 because
there were no distributions from operations during these periods.

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 nine months ended September 30, 2005 and 2004.

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%
(8.75% at September 30, 2005) 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 or refinancing of a
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.  The Managing  General Partner has exceeded this credit limit.
The Managing  General Partner  advanced the Partnership  approximately  $223,000
under the Partnership  Revolver during the nine months ended September 30, 2005.
In addition,  the Managing General Partner advanced  approximately  $834,000 for
costs associated with the redevelopment  project at Huntington Athletic Club, as
discussed   below.   The  Managing  General  Partner  advanced  the  Partnership
approximately $861,000 during the nine months ended September 30, 2004. Interest
expense  during  the  nine  months  ended   September  30,  2005  and  2004  was
approximately $152,000 and $45,000,  respectively.  During the nine months ended
September 30, 2005, the Partnership  made payments on the outstanding  loans and
accrued  interest of $30,000.  There were no payments made on outstanding  loans
during the nine months ended  September  30, 2004.  At September  30, 2005,  the
amount  of  the  outstanding   loans  and  accrued  interest  was  approximately
$2,841,000  and is included in due to  affiliate.  Subsequent  to September  30,
2005, the Managing General Partner advanced  approximately $63,000 of additional
funds to the Partnership.

The Partnership is currently undergoing a substantial  redevelopment  project at
Huntington  Athletic Club Apartments.  It is estimated that the costs associated
with this renovation will be approximately $2.6 million.  In order to fund these
renovations,  the  Partnership  sought the  consent of its  limited  partners to
obtain a $2.0 million loan from an  affiliate of the Managing  General  Partner.
The consent to the loan was obtained on November 5, 2004. The funds advanced per
this consent bear interest at 10% per annum. The balance of the costs associated
with the redevelopment is expected to be funded from operations. As of September
30, 2005 the  Managing  General  Partner had  advanced a total of  approximately
$853,000 per this consent.

Upon sale of  Partnership  properties,  the  Managing  General  Partner  will be
entitled to an incentive compensation fee equal to a declining percentage of the
difference  between the total  amount  distributed  to limited  partners and the
appraised value of their  investment at February 1, 1992. The percentage  amount
to be realized by the Managing General  Partner,  if any, will be dependent upon
the year in which the property is sold.  Payment of the  incentive  compensation
fee  is  subordinated  to  the  receipt  by  the  limited   partners,   of:  (a)
distributions  from  capital  transaction  proceeds of an amount  equal to their
present  appraised  investment in the  Partnership  at February 1, 1992; and (b)
distributions from all sources (capital transactions as well as cash flow) of an
amount equal to six percent (6%) per annum cumulative,  noncompounded,  on their
present appraised investment in the Partnership at February 1, 1992.

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,  general
liability 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 nine months ended
September  30,  2005 and 2004,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $83,000  and  $73,000,  respectively,  for  insurance
coverage and fees associated with policy claims administration.

Note C - Contingencies

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.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such  agencies in  connection  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure. Affiliates of the Managing General Partner have
implemented a national  policy and  procedures to prevent or eliminate mold from
its properties  and the Managing  General  Partner  believes that these measures
will  minimize  the  effects  that mold could have on  residents.  To date,  the
Partnership  has not  incurred  any material  costs or  liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Managing General Partner can make no
assurance  that  liabilities  resulting from the presence of or exposure to mold
will not have a material adverse effect on the Partnership's financial condition
or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

Note D - Indiana Property Taxes

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values.  The  Partnership   appealed  the  reassessed   property  tax  value  of
Williamsburg on the Lake Apartments.  In the state of Indiana property tax bills
are paid one year in arrears.  Due to the Partnership's appeal of the reassessed
property  value,  the property tax accrual for 2003 and, in certain  situations,
the  remaining  liability  for the 2002  property  tax  bills  was  based on the
property tax value as estimated by a third party  property tax  specialist.  The
appeal was settled  during the three  months  ended  September  30, 2004 and the
final  property  value was lower than the amount  estimated  by the third party.
Therefore,  property tax expense for 2002 and 2003 was reduced by  approximately
$152,000  and the  estimate  for  property  taxes which will be due for 2004 was
reduced by  approximately  $57,000  during the three months ended  September 30,
2004 based on this revised property value.

Note E - Subsequent Event

Subsequent to September 30, 2005, the  Partnership  entered into a sale contract
with a third party to sell  Williamsburg  on the Lake  Apartments for a purchase
price of approximately $12,000,000. The anticipated closing date is November 30,
2005.  For the nine  months  ended  September  30, 2005 the  property  had total
revenues of approximately  $2,024,000 and a net loss of approximately  $450,000.
The net book value of Williamsburg on the Lakes assets at September 30, 2005 was
approximately $2,798,000.


<PAGE>




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 two apartment complexes. The
following table sets forth the average  occupancy of the properties for the nine
months ended September 30, 2005 and 2004:

                                                   Average Occupancy
      Property                                      2005       2004

      Williamsburg on the Lake Apartments           95%        85%
         Indianapolis, Indiana
      Huntington Athletic Club Apartments           94%        94%
         Morrisville, North Carolina

The  Managing   General   Partner   attributes  the  increase  in  occupancy  at
Williamsburg  on the Lake  Apartments  to an aggressive  marketing  campaign and
reduced rental rates.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Managing  General  Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership  from increases in expenses.  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,  the Managing  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions; accordingly, there is no guarantee that the Managing General Partner
will be able to  sustain  such a plan.  Further,  a number of  factors  that are
outside the control of the  Partnership  such as the local economic  climate and
weather can adversely or positively affect the Partnership's financial results.

The Partnership is currently undergoing a substantial  redevelopment  project at
Huntington  Athletic Club Apartments.  It is estimated that the costs associated
with this renovation will be approximately $2.6 million.  In order to fund these
renovations,  the  Partnership  sought the  consent of its  limited  partners to
obtain a $2.0 million loan from an  affiliate of the Managing  General  Partner.
The consent to the loan was obtained on November 5, 2004. The funds advanced per
this consent bear interest at 10% per annum. The balance of the costs associated
with the redevelopment is expected to be funded from operations. As of September
30, 2005 the  Managing  General  Partner had  advanced a total of  approximately
$853,000 per this consent.

Results of Operations

The  Partnership's  net loss for the three and nine months ended  September  30,
2005  was  approximately  $342,000  and  $884,000  compared  to a  net  loss  of
approximately  $110,000  and  $807,000  for the  three  and  nine  months  ended
September 30, 2004. The increase in net loss for the three and nine months ended
September 30, 2005 is a result of an increase in total expenses partially offset
by an increase in total revenues.

Total expenses  increased for the three and nine months ended September 30, 2005
due to increases in operating, general and administrative, interest and property
tax expenses.  Operating  expenses increased for the three and nine months ended
September 30, 2005 primarily due to increases in property expenses. The increase
in operating  expenses for the nine months ended September 30, 2005 was also due
to increases in  administrative  expense and management fees partially offset by
reduced  maintenance  expense.  The increase in operating expenses for the three
months  ended  September  30, 2005 was also due to an  increase  in  maintenance
expenses.  The increase in property  expense for the nine months ended September
30,  2005  was  primarily  due to  increases  in  referral  fees  at both of the
Partnership's  investment properties,  appliance rental expenses at Williamsburg
on the Lake Apartments and utility expense at Huntington Athletic Club partially
offset by a decrease  in  salaries  and other  related  benefits  at both of the
Partnership's  investment  properties and utility expense at Williamsburg on the
Lake  Apartments.  The  increase in property  expense for the three months ended
September 30, 2005 was primarily due to increases in utility expenses at both of
the Partnership's  investment  properties,  referral fees at Huntington Athletic
Club and salaries and other related  benefits and appliance  rental  expenses at
Williamsburg on the Lake Apartments,  partially offset by a decrease in salaries
and other related benefits at Huntington Athletic Club.  Administrative  expense
increased for the nine months ended September 30, 2005 primarily due to resident
eviction costs and phone sales at Williamsburg on the Lake Apartments, partially
offset by a decrease in applicant screening costs and the costs of appealing the
property tax value in 2004 at  Williamsburg on the Lake  Apartments.  Management
fees increased  primarily due to an increase in rental  revenues at Williamsburg
on the Lake Apartments.  Maintenance expense decreased for the nine months ended
September 30, 2005 due to decreases in contract  services,  building repairs and
equipment  maintenance at Williamsburg on the Lake Apartments,  partially offset
by an  increase  in  damage  expenses  incurred  during  the nine  months  ended
September  30,  2005  caused by minor  casualties  at  Williamsburg  on the Lake
Apartments.  The  increase in  maintenance  expense for the three  months  ended
September 30, 2005 was primarily  due to increases in damage  expenses  incurred
during the nine months ended  September  30, 2005 caused by minor  casualties at
Williamsburg  on the  Lake  Apartments  and  contract  services  at  both of the
Partnership's  investment  properties.  Interest expense increased for the three
and nine  months  ended  September  30,  2005  primarily  due to an  increase in
interest on advances from the Managing General Partner due to the interest being
calculated on a substantially higher balance. Property tax expense increased for
the  three  and  nine  months  ended  September  30,  2005  primarily  due  to a
reassessment  of the property value at  Williamsburg  on the Lake  Apartments as
discussed below.

During 2003,  the state of Indiana  implemented a  reassessment  of property tax
values.  The  Partnership   appealed  the  reassessed   property  tax  value  of
Williamsburg on the Lake Apartments. In the state of Indiana, property tax bills
are paid one year in arrears.  Due to the Partnership's appeal of the reassessed
property  value,  the property tax accrual for 2003 and, in certain  situations,
the  remaining  liability  for the 2002  property  tax  bills  was  based on the
property tax value as estimated by a third party  property tax  specialist.  The
appeal was settled  during the three  months  ended  September  30, 2004 and the
final  property  value was lower than the amount  estimated  by the third party.
Therefore,  property tax expense for 2002 and 2003 was reduced by  approximately
$152,000  and the  estimate  for  property  taxes which will be due for 2004 was
reduced by  approximately  $57,000  during the three months ended  September 30,
2004 based on this revised property value.

General  and  administrative  expenses  increased  for the three and nine months
ended  September 30, 2005  primarily due to an increase in the costs of services
included in the  management  reimbursements  to the  General  Partner as allowed
under the  Partnership  Agreement.  The  increase in general and  administrative
expenses  for the  three  months  ended  September  30,  2005 was also due to an
increase in costs  associated  with the annual audit required by the Partnership
Agreement.  Also  included  in  general  and  administrative  expenses  at  both
September 30, 2005 and 2004 are costs  associated  with the quarterly and annual
communications with investors and regulatory agencies.

Total revenues  increased for the three and nine months ended September 30, 2005
due to an increase in rental  income.  The  increase in total  revenues  for the
three  months ended  September  30, 2005 was  partially  offset by a decrease in
other income.  The increase in rental income for the three and nine months ended
September  30, 2005 was due to an increase  in  occupancy  and a decrease in bad
debt expense at  Williamsburg  on the Lake Apartments and an increase in average
rental rates at  Huntington  Athletic  Club  Apartments,  partially  offset by a
decrease in average rental rates at  Williamsburg  on the Lake  Apartments.  The
decrease  in other  income for the three  months  ended  September  30, 2005 was
primarily due to a decrease in lease  cancellation  fees at  Williamsburg on the
Lake Apartments.

Liquidity and Capital Resources

At  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately $422,000 compared to approximately $106,000 at September 30, 2004.
The  increase  of  approximately  $199,000  in cash and cash  equivalents  since
December 31, 2004 is due to approximately $680,000 and $538,000 of cash provided
by  financing  and  operating  activities,  respectively,  partially  offset  by
approximately $1,019,000 of cash used in investing activities.  Cash provided by
financing  activities  consisted  of advances  from an affiliate of the Managing
General Partner  partially offset by payments of principal made on the mortgages
encumbering the Partnership's  investment  properties and repayments of advances
from an  affiliate  of the  Managing  General  Partner.  Cash used in  investing
activities consisted of property improvements and replacements.  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%
(8.75% at September 30, 2005) 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 or refinancing of a
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.  The Managing  General Partner has exceeded this credit limit.
The Managing General Partner advanced the Partnership  approximately  $1,057,000
during the nine months ended September 30, 2005, of which approximately $834,000
was for costs associated with the redevelopment  project at Huntington  Athletic
Club  Apartments,  as discussed below. The Managing General Partner advanced the
Partnership  approximately  $861,000  during the nine months ended September 30,
2004.  Interest expense during the nine months ended September 30, 2005 and 2004
was  approximately  $152,000 and $45,000,  respectively.  During the nine months
ended September 30, 2005, the Partnership made payments on the outstanding loans
and  accrued  interest of $30,000.  There were no payments  made on  outstanding
loans during the nine months ended  September  30, 2004.  At September 30, 2005,
the amount of the  outstanding  loans and  accrued  interest  was  approximately
$2,841,000.  Subsequent  to September  30, 2005,  the Managing  General  Partner
advanced approximately $63,000 of additional funds to the Partnership.

The Partnership is currently undergoing a substantial  redevelopment  project at
Huntington  Athletic Club Apartments.  It is estimated that the costs associated
with this renovation will be approximately $2.6 million.  In order to fund these
renovations,  the  Partnership  sought the  consent of its  limited  partners to
obtain a $2.0 million loan from an  affiliate of the Managing  General  Partner.
The consent to the loan was obtained on November 5, 2004. The funds advanced per
this consent bear interest at 10% per annum. The balance of the costs associated
with the redevelopment is expected to be funded from operations. As of September
30, 2005 the  Managing  General  Partner had  advanced a total of  approximately
$853,000 per this consent.

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.
For example,  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.  Capital  improvements  for each of the
Partnership's properties are detailed below.

Williamsburg on the Lake Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $279,000  of capital  improvements  at  Williamsburg  on the Lake
Apartments  consisting  primarily of floor covering and appliance  replacements,
electrical upgrades,  air conditioning unit replacements,  plumbing improvements
and other building  improvements.  These improvements were funded from operating
cash flow. The Partnership  regularly evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.  The  Partnership  has  signed a  contract  to sell this  property  in
November 2005.

Huntington Athletic Club Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately $716,000 of capital improvements arising from the redevelopment of
the property.  Additional capital  improvements of approximately  $73,000 during
the nine months ended  September 30, 2005 consisted  primarily of floor covering
and appliance  replacements.  These improvements were funded from operating cash
flow and advances from the Managing General Partner.  The Partnership  regularly
evaluates the capital  improvement  needs of the property.  The  Partnership has
committed to a substantial  redevelopment  project at  Huntington  Athletic Club
Apartments which includes site improvements and exterior building  upgrades.  It
is  estimated  that  the  costs   associated   with  this   renovation  will  be
approximately $2.6 million. In order to fund these renovations,  the Partnership
sought the  consent  of its  limited  partners  to a $2.0  million  loan from an
affiliate of the Managing General Partner.  The consent to the loan was obtained
November 5, 2004. The balance of the costs associated with the  redevelopment is
expected to be funded from  operating cash flow.  The  redevelopment  project is
scheduled  to be  completed  during  the first  quarter  of 2006.  The  budgeted
spending for this project for 2005 is  approximately  $1,566,000.  Certain other
routine   capital   expenditures   are  anticipated   during  2005.   Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Capital  expenditures will be incurred only if cash is available from operations
and  advances  from the  Managing  General  Partner.  To the extent that 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   encumbering  the   Partnership's   properties  of   approximately
$14,513,000  is amortized  over 20 years and matures June 1, 2020 and January 1,
2022 at which time the loans are scheduled to be fully amortized.

There were no distributions  during the nine months ended September 30, 2005 and
2004. Future cash distributions will depend on the levels of cash generated from
operations, the timing of debt maturities,  refinancings, and/or property sales.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  Given the balance of outstanding  loans to the Managing General Partner,
it is not expected  that the  Partnership  will generate  sufficient  funds from
operations, after required capital improvements,  to permit any distributions to
its partners during the foreseeable future.

Subsequent to September 30, 2005, the  Partnership  entered into a sale contract
with a third party to sell  Williamsburg  on the Lake  Apartments for a purchase
price of  approximately  $12,000,000.  The anticipated sale date is November 30,
2005.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 27,772 limited  partnership  units
(the "Units") in the Partnership representing 61.88% of the outstanding units at
September  30,  2005. 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 AIMCO Properties, L.P., 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 61.88% 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 an  affiliate  of AIMCO and the  Managing  General  Partner,
through its merger with  Insignia,  acquired  16,447  units,  had agreed for the
benefit of third party unitholders,  that it would vote these 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 AIMCO or its 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, but are not limited
to,  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 impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

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.


<PAGE>


                           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.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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.

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Managing  General  Partner,  are  defendants  in a  lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Managing  General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index Attached.

<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 8


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Managing General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Stephen B. Waters
                                           Stephen B. Waters
                                           Vice President


                                    Date: November 14, 2005



<PAGE>


                          NATIONAL PROPERTY INVESTORS 8

                                  Exhibit Index

Exhibit Number    Description of Exhibit


      2.5         Master Indemnity Agreement (1)

      3.4         Agreement of Limited Partnership (2)

                  Amendments to Agreement of Limited Partnership (3)

                  Amendments to Agreement of Limited Partnership (4)

                  Amendments to Agreement of Limited Partnership (5)

     10.26        Multifamily  Note dated May 8, 2000,  by and between  National
                  Property  Investors 8, a California limited  partnership,  and
                  GMAC   Commercial   Mortgage    Corporation,    a   California
                  Corporation,    relating   to    Huntington    Athletic   Club
                  (incorporated  by  reference  to Exhibit  10.26 filed with the
                  Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended September 30, 2000).

     10.27        Multifamily  note  dated  December  6,  2001  by  and  between
                  National   Property   Investors   8,  a   California   limited
                  partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California  Corporation,  relating to Williamsburg  Apartments
                  (incorporated  by  reference  to Exhibit  10.27 filed with the
                  Registrant's  Annual  Report on Form 10-KSB for the year ended
                  December 31, 2001).

     10.28        Purchase and Sale Contract between National Property Investors
                  8,  a  California   limited   partnership,   and  Prime  Quest
                  Management,  LLC, an Illinois limited  liability company dated
                  August 16, 2005.

     10.29        First Amendment to Purchase and Sale Contract between National
                  Properties Investors 8 and Prime Quest Management,  LLC, dated
                  September 16, 2005.

     10.30        Reinstatement  and Second  Amendment  to the Purchase and Sale
                  Contract  between  National  Properties  Investors 8 and Prime
                  Quest Management, LLC, dated October 11, 2005.

     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.

     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.

     32.1         Certification of the equivalent of the Chief Executive Officer
                  and Chief  Financial  Officer  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

     (1)          Incorporated  by  reference to Exhibit 2.5 to Form 8-K filed
                  by Insignia  Financial  Group,  Inc. with the Securities and
                  Exchange Commission on September 1, 1995.

     (2)          Incorporated  by reference to Exhibit A to the Prospectus of
                  the   Registrant   dated  May  13,  1985  contained  in  the
                  Registrant's  Registration  Statement on Form S-11 (Reg. No.
                  2-95864).

     (3)          Incorporated  by  reference  to  Exhibits  3,  4(b)  to  the
                  Registrant's  Form 10-K for the fiscal  year ended  December
                  31, 1985.

     (4)          Incorporated by reference to the definitive Proxy Statement of
                  the Registrant dated April 3, 1991.

     (5)          Incorporated  by  reference  to  the  Statement  Furnished  in
                  Connection with the Solicitation Of Consents of the Registrant
                  dated August 28, 1992.




<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of National  Property
      Investors 8;

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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  November 14, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of NPI
                                    Equity Investments, Inc.,
                                    equivalent of the chief executive
                                    officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of National  Property
      Investors 8;

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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  November 14, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President 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 8 (the  "Partnership"),  for the quarterly  period ended September 30,
2005 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the chief executive officer
of the  Partnership,  and  Stephen B.  Waters,  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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005

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 10.28

                           PURCHASE AND SALE CONTRACT



                                      AMONG




                        ABINGTON-OXFORD ASSOCIATES, L.P.,
                         a Indiana limited partnership,

                      ABINGTON II-OXFORD ASSOCIATES, L.P.,
                          a Indiana limited partnership

                           HUNT CLUB ASSOCIATES, LTD.,
                           a Texas limited partnership

                           PICKWICK PLACE AP XII, LP,
                      a South Carolina limited partnership

                          NATIONAL PROPERTY INVESTORS 8
                        a California limited partnership


                                   AS SELLERS




                                       AND



                          PRIME QUEST MANAGEMENT, LLC,
                      an Illinois limited liability company



                                  AS PURCHASER




<PAGE>





                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I      DEFINED TERMS.................................................1


ARTICLE II     PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT...................8

      2.1   Purchase and Sale................................................8
      2.2   Purchase Price and Deposit.......................................9
      2.3   Escrow Provisions Regarding Deposit..............................9


ARTICLE III    FEASIBILITY PERIOD...........................................11

      3.1   Feasibility Period..............................................11
      3.2   Expiration of Feasibility Period................................11
      3.3   Conduct of Investigation........................................12
      3.4   Purchaser Indemnification.......................................12
      3.5   Property Materials..............................................13
      3.6   Property Contracts..............................................14

ARTICLE IV     TITLE........................................................15

      4.1   Title Documents.................................................15
      4.2   Survey..........................................................15
      4.3   Objection and Response Process..................................15
      4.4   Permitted Exceptions............................................16
      4.5   Existing Deed of Trust..........................................17
      4.6   Assumed Encumbrances............................................17
      4.7   Purchaser Financing.............................................21


ARTICLE V      CLOSING......................................................21

      5.1   Closing Date....................................................21
      5.2   Seller Closing Deliveries.......................................21
      5.3   Purchaser Closing Deliveries....................................22
      5.4   Closing Prorations and Adjustments..............................23
      5.5   Post Closing Adjustments........................................27


ARTICLE VI     REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.......28

      6.1   Seller's Representations........................................28
      6.2   AS-IS...........................................................30
      6.3   Survival of Seller's Representations............................31
      6.4   Definition of Seller's Knowledge................................31
      6.5   Representations And Warranties Of Purchaser.....................32


ARTICLE VII    OPERATION OF THE PROPERTIES..................................33

      7.1   Leases and Property Contracts...................................33
      7.2   General Operation of Property...................................33
      7.3   Liens...........................................................34


ARTICLE VIII   CONDITIONS PRECEDENT TO CLOSING..............................34

      8.1   Purchaser's Conditions to Closing...............................34
      8.2   Sellers' Conditions to Closing..................................35


ARTICLE IX     BROKERAGE....................................................36

      9.1   Indemnity.......................................................36
      9.2   Broker Commission...............................................36
      9.3   Broker Signature Page...........................................36


ARTICLE X      DEFAULTS AND REMEDIES........................................37

      10.1  Purchaser Default...............................................37
      10.2  Seller Default..................................................37


ARTICLE XI     RISK OF LOSS OR CASUALTY.....................................38

      11.1  Major Damage....................................................38
      11.2  Minor Damage....................................................39
      11.3  Repairs.........................................................39


ARTICLE XII    EMINENT DOMAIN...............................................39

      12.1  Eminent Domain..................................................39


ARTICLE XIII   MISCELLANEOUS................................................40

      13.1  Binding Effect of Contract......................................40
      13.2  Exhibits And Schedules..........................................40
      13.3  Assignability...................................................40
      13.4  Binding Effect..................................................40
      13.5  Captions........................................................40
      13.6  Number And Gender Of Words......................................40
      13.7  Notices.........................................................40
      13.8  Governing Law And Venue.........................................42
      13.9  Entire Agreement................................................43
      13.10 Amendments......................................................43
      13.11 Severability....................................................43
      13.12 Multiple Counterparts/Facsimile Signatures......................43
      13.13 Construction....................................................43
      13.14 Confidentiality.................................................43
      13.15 Time Of The Essence.............................................43
      13.16 Waiver..........................................................43
      13.17 Attorneys Fees..................................................44
      13.18 Time Periods....................................................44
      13.19 1031 Exchange...................................................44
      13.20 No Personal Liability of Officers, Trustees or Directors of
            Seller's Partners...............................................45
      13.21 No Exclusive Negotiations.......................................45
      13.22 ADA Disclosure..................................................45
      13.23 No Recording....................................................45
      13.24 Relationship of Parties.........................................45
      13.25 Dispute Resolution..............................................45
      13.26 AIMCO Marks.....................................................46
      13.27 Non-Solicitation of Employees...................................46
      13.28 Survival........................................................46
      13.29 Multiple Purchasers.............................................46
      13.30 Sellers' Several Obligations....................................47
      13.31 Obligation to Close on all Properties...........................47


ARTICLE XIV    LEAD-BASED PAINT DISCLOSURE..................................48

      14.1  Disclosure......................................................48
      14.2  Intentionally Omitted...........................................48
      14.3  Consent Agreement - Pre-1978 Certified. ........................48
      14.4  Consent Agreement - Pre-1978-LBP, But No LBP Hazards............48


<PAGE>


                           PURCHASE AND SALE CONTRACT


      THIS PURCHASE AND SALE CONTRACT  (this  "Contract")  is entered into as of
the 16th day of August,  2005 (the  "Effective  Date"),  by the selling  parties
identified on Schedule A (the "Seller  Information  Schedule") having an address
at 4582  South  Ulster  Street  Parkway,  Suite  1100,  Denver,  Colorado  80237
(individually  a  "Seller"  and   collectively   "Sellers"),   and  PRIME  QUEST
MANAGEMENT,  LLC,  an Illinois  limited  liability  company,  having a principal
address at 2824 W. Coyle, Chicago, IL, 60645 ("Purchaser").



      NOW,  THEREFORE,  in  consideration  of mutual covenants set forth herein,
Sellers and Purchaser hereby agree as follows:



                                    RECITALS


A.          Each Seller owns the real estate commonly known as and identified by
            the "Community Name" listed on the Seller  Information  Schedule and
            as more  particularly  described  in  Exhibits  A-1 to A-5  attached
            hereto and made a part hereof, and the improvements thereon.



B.          Purchaser desires to purchase,  and each Seller desires to sell, the
            land, improvements and certain associated property described in this
            Contract on the terms and conditions set forth below.





                                   ARTICLE I
                                  DEFINED TERMS



1.1  Unless  otherwise  defined  herein,   any  term  with  its  initial  letter
capitalized in this Contract shall have the meaning set forth in this ARTICLE 1.



1.1.1 "ADA" shall have the meaning set forth in Section 13.22.



1.1.2 "Additional Deposit" shall have the meaning set forth in Section 2.2.2.



1.1.3 "AIMCO" means Apartment Investment and Management Company.



1.1.4 "AIMCO  Marks" means all words,  phrases,  slogans,  materials,  software,
proprietary systems, trade secrets, proprietary information and lists, and other
intellectual  property owned or used by a Seller, its Property Manager, or AIMCO
in the marketing, operation or use of a Property (or in the marketing, operation
or use of any other properties managed by the Property Manager or owned by AIMCO
or an affiliate of either Property Manager or AIMCO).



1.1.5  "Applicable  Share"  means,  a fraction,  the  numerator  of which is the
Property's Base Purchase Price set forth on the Seller Information Schedule, and
the  denominator  of  which  is the  aggregate  of all of the  Properties'  Base
Purchase Prices set forth on the Seller Information Schedule.



1.1.6 "Assumed Deed of Trust" means,  with respect to the  Assumption  Property,
the deed of trust or mortgage identified on the Seller Information Schedule.



1.1.7 "Assumed  Encumbrance" means, (a) with respect to the Assumption Property,
all security and related documents in connection with the Loan for an Assumption
Property,  including  the  Assumed  Deed of  Trust,  and  (b)  with  respect  to
Williamsburg on the Lake, Abington I and Abington II, the HAP Contracts.



1.1.8 "Assumed Loan Documents" means,  with respect to the Assumption  Property,
the Note,  Assumed Deed of Trust,  Assumed  Encumbrances and any other documents
executed in connection with the Loan for such Assumption Property.



1.1.9 "Assumption   Lender   Fees"   shall  have  the  meaning  set  forth  in
Section 4.6.5.



1.1.10......"Assumption Property" means the Property identified as an Assumption
Property on the Seller Information  Schedule for which the Loan and Assumed Loan
Documents will be assumed by Purchaser at Closing.  Williamsburg  on the Lake is
the sole Assumption Property.



1.1.11......  "Base  Purchase  Price"  means the  "Base  Purchase  Price"  for a
Property set forth on the Seller Information Schedule.



1.1.12......"Broker" shall have the meaning set forth in Section 9.1.



1.1.13......"Business  Day"  means any day other  than a  Saturday  or Sunday or
Federal holiday or legal holiday in the States of Colorado,  Texas,  Illinois or
Indiana.



1.1.14......"Closing"  means  the  consummation  of the  purchase  and  sale and
related transactions  contemplated by this Contract in accordance with the terms
and conditions of this Contract.



1.1.15......"Closing  Date"  means  the date on which  date the  Closing  of the
conveyance of the Properties is required to be held pursuant to Section 5.1.



1.1.16......"Code" shall have the meaning set forth in Section 2.3.6.



1.1.17......"Consent  Agreement"  means the Consent  Agreement  by and among the
United States Environmental  Protection Agency (executed December 19, 2001), the
United States Department of Housing and Urban  Development  (executed January 2,
2002), and AIMCO (executed December 18, 2001).



1.1.18......"Consultants" shall have the meaning set forth in Section 3.1.



1.1.19......"Damage Notice" shall have the meaning set forth in Section 11.1.



1.1.20......"Deed" shall have the meaning set forth in Section 5.2.1.



1.1.21......"Deed  of Trust"  means any deeds of trust  and/or  mortgages  which
secure a Note against a Payoff Property.



1.1.22......"Deposit"  means, to the extent actually deposited by Purchaser with
Escrow Agent, the Initial Deposit and the Additional Deposit.



1.1.23......"Escrow Agent" shall have the meaning set forth in Section 2.2.1.



1.1.24......"Excluded  Permits"  means,  with  respect to each  Property,  those
Permits which, under applicable law, are nontransferable and such other Permits,
if any,  as may be  designated  as  Excluded  Permits on the Seller  Information
Schedule.



1.1.25......"Existing Survey" shall have the meaning set forth in Section 4.2.



1.1.26......"Feasibility   Period"   shall  have  the  meaning  set  forth  in
Section 3.1.



1.1.27......"FHA " shall have the meaning set forth in Section 13.22.



1.1.28......"Final  Response  Deadline"  shall have the  meaning  set forth in
Section 4.3.



1.1.29......"Fixtures  and Tangible  Personal  Property" means,  with respect to
each  Property,  all  fixtures,  furniture,  furnishings,  fittings,  equipment,
machinery,  apparatus,  appliances  and  other  articles  of  tangible  personal
property located on such Property as of the Effective Date and used or usable in
connection with the occupation or operation of all or any part of such Property,
but only to the extent  transferable.  The term "Fixtures and Tangible  Personal
Property" does not include (a) equipment leased by the applicable Seller and the
interest of the applicable Seller in any equipment  provided to its Property for
use, but not owned or leased by such Seller,  or (b) property owned or leased by
any Tenant or guest,  employee or other person  furnishing  goods or services to
such Property,  or (c) property and equipment  owned by the  applicable  Seller,
which  in the  ordinary  course  of  business  of  such  Property  is  not  used
exclusively for the business,  operation or management of such Property,  or (d)
the property and equipment,  if any, expressly  identified in Schedule 1.1.29 or
listed on the Seller Information Schedule as "Excluded FF&E."



1.1.30......"General   Assignment"   shall  have  the  meaning  set  forth  in
Section 5.2.3.



1.1.31......"Good Funds" shall have the meaning set forth in Section 2.2.1.



1.1.32......"HAP  Approval"  shall  have the  meaning  set  forth in  Section
4.6.3.2.



1.1.33......"HAP  Assumption"  shall  have the  meaning  set forth in Section
4.6.2.2.



1.1.34......"HAP Assumption  Application"  shall have the meaning set forth in
Section 4.6.3.2.



1.1.35......"HAP  Contracts"  shall  have the  meaning  set forth in  Section
4.6.1.2.



1.1.36......"Housing  Authority"  shall have the meaning set forth in Section
4.6.1.2.



1.1.37......"Housing Authority  Requirements" shall have the meaning set forth
in Section 4.6.3.2.



1.1.38......"Improvements"  means all buildings and improvements  located on the
Land corresponding to each Property, taken "as is."



1.1.39......"Initial   Deposit"   shall   have  the   meaning   set  forth  in
Section 2.2.1.



1.1.40......"Land" means, with respect to each Property, the corresponding tract
of land  described  on  Exhibits  A-1 to A-5,  and all  rights,  privileges  and
appurtenances pertaining thereto.



1.1.41......"LBP   Report"  means,  with  respect  to  a  Property,  the  report
identified  on the  Seller  Information  Schedule,  prepared  by the  consultant
identified therein with respect to lead-based paint.



1.1.42......"Lease(s)" means, with respect to each Property, the interest of the
applicable Seller in and to all leases, subleases and other occupancy contracts,
whether or not of record,  which  provide for the use or  occupancy  of space or
facilities on or relating to such Seller's Property and which are in force as of
the Closing Date for the applicable Property.



1.1.43......"Leases   Assignment"   shall  have  the   meaning  set  forth  in
Section 5.2.4.



1.1.44......"Lender"  means,  with  respect to each  Property,  those  "Lenders"
identified on the Seller Information  Schedule,  each of whose servicer, if any,
also is identified on the Seller Information Schedule.



1.1.45......"Lender  Fees" means, with respect to each Payoff Property, all fees
and expenses  (including,  without  limitation,  all  prepayment  penalties  and
pay-off  fees)  imposed or charged by each Lender or its  counsel in  connection
with the Loan Payoff,  and, to the extent that the Loan Payoff  occurs on a date
other than as permitted under the applicable Note and Deed of Trust, any amounts
of  interest  charged by the  applicable  Lender for the period from the Closing
Date to the permitted prepayment date. The exact amount of the Lender Fees shall
be determined as of the Closing Date.



1.1.46......"Loan" means the indebtedness owing to Lender evidenced by a Note.



1.1.47......"Loan Assumption  Application" shall have the meaning set forth in
Section 4.6.3.1.



1.1.48......"Loan  Assumption  Application  Submittal  Deadline"  shall have the
meaning set forth in Section 4.6.3.1.



1.1.49......"Loan  Assumption and Release" shall have the meaning set forth in
Section 4.6.2.1.



1.1.50......"Loan Balance" shall have the meaning set forth in Section 2.2.3.



1.1.51......"Loan Payoff" shall have the meaning set forth in Section 5.4.7.



1.1.52......"Losses" shall have the meaning set forth in Section 3.4.1.



1.1.53......"Materials" shall have the meaning set forth in Section 3.5.



1.1.54......Materials  Security Deposit" means a portion of the Initial Deposit,
or at such  time as the  Additional  Deposit  has  been  delivered,  the  entire
Deposit, equal to $64,000.00.



1.1.55......"Miscellaneous   Property  Assets"  means,   with  respect  to  each
Property, all contract rights, leases, concessions,  warranties, plans, drawings
and other items of  intangible  personal  property  relating to the ownership or
operation of a Property and owned by its respective Seller, excluding,  however,
with respect to each  Property (a)  receivables,  (b)  Property  Contracts,  (c)
Leases,  (d) Permits,  (e) cash or other  funds,  whether in petty cash or house
"banks," or on deposit in bank accounts or in transit for deposit,  (f) refunds,
rebates  or other  claims,  or any  interest  thereon,  for  periods  or  events
occurring  prior to the Closing  Date,  (g) utility  and similar  deposits,  (h)
insurance  or other  prepaid  items,  (i) such  Seller's  proprietary  books and
records,  or (j) any right, title or interest in or to the AIMCO Marks. The term
"Miscellaneous  Property  Assets"  also  shall  include  all of  the  applicable
Seller's  rights,  if any, in and to the name "Community Name" identified in the
Seller  Information  Schedule as it relates solely to use in connection with the
applicable Property (and not with respect to any other property owned or managed
by any Seller, Property Manager, AIMCO, or their respective affiliates).



1.1.56......"New   Exception"   shall   have   the   meaning   set   forth  in
Section 4.4.2.



1.1.57......"New Exception  Review Period" shall have the meaning set forth in
Section 4.4.2.



1.1.58......"Note"  means, with respect to each Property, the promissory note(s)
identified in the Seller Information Schedule.



1.1.59......"Objection   Deadline"   shall  have  the  meaning  set  forth  in
Section 4.3.



1.1.60......"Objection   Notice"   shall  have  the   meaning   set  forth  in
Section 4.3.



1.1.61......"Objections" shall have the meaning set forth in Section 4.3.



1.1.62......"Payoff  Property" means those Properties for which the Loan will be
paid  off  at  Closing  and  identified  as a  Payoff  Property  on  the  Seller
Information  Schedule.  Except for  Williamsburg on the Lake, all Properties are
Payoff Properties.


1.1.63......"Permits"  means,  with respect to each  Property,  all licenses and
permits granted by any  governmental  authority  having  jurisdiction  over such
Property and required in order to own and operate such Property.



1.1.64......"Permitted  Exceptions"  shall  have  the  meaning  set  forth  in
Section 4.4.



1.1.65......"Prohibited  Person"  means  any of the  following:  (a) a person or
entity that is listed in the Annex to, or is otherwise subject to the provisions
of, Executive Order No. 13224 on Terrorist  Financing  (effective  September 24,
2001) (the "Executive Order"); (b) a person or entity owned or controlled by, or
acting for or on behalf of any person or entity  that is listed in the Annex to,
or is otherwise  subject to the provisions of, the Executive Order; (c) a person
or entity that is named as a "specially designated national" or "blocked person"
on the most current list published by the U.S. Treasury  Department's  Office of
Foreign     Assets    Control     ("OFAC")    at    its    official     website,
http://www.treas.gov/offices/enforcement/ofac;  (d) a person or  entity  that is
otherwise the target of any economic sanctions program currently administered by
OFAC;  or (e) a person or entity  that is  affiliated  with any person or entity
identified in clause (a), (b), (c) and/or (d) above.



1.1.66......"Property" means (a) the Land and Improvements and all rights of the
applicable Seller, if any, in and to all of the easements,  rights,  privileges,
and  appurtenances  belonging  or in any  way  appertaining  to  such  Land  and
Improvements, (b) the right, if any and only to the extent transferable, of such
Seller in the Property Contracts, Leases, Permits (other than Excluded Permits),
and the  Fixtures  and  Tangible  Personal  Property  related  to such  Land and
Improvements,  and (c) the  Miscellaneous  Property Assets owned by Seller which
are located on such Land and Improvements and used in its operation.



1.1.67......"Property  Contracts"  means,  with  respect to each  Property,  all
contracts, agreements, equipment leases, purchase orders, maintenance,  service,
or utility contracts and similar  contracts,  excluding Leases,  which relate to
the  ownership,  maintenance,  construction  or repair and/or  operation of such
Property,  but only to the extent  assignable by their terms or  applicable  law
(including any contracts that are assignable  with the consent of the applicable
vendor),  and not  including  (a) any  national  contracts  entered  into by the
applicable  Seller,  Property  Manager,  or AIMCO with respect to the applicable
Property (i) which  terminate  automatically  upon  transfer of such Property by
such Seller, or (ii) which such Seller,  in Seller's sole discretion,  elects to
terminate with respect to such Property effective as of the Closing Date, or (b)
any property management contract for such Property. Property Contracts shall not
include forward or similar long-term contracts to purchase electricity,  natural
gas, or other utilities,  which contracts shall be "Utility  Contracts" governed
by the provisions of Section 5.4.12.



1.1.68......"Property  Contracts  Notice"  shall have the meaning set forth in
Section 3.6.



1.1.69......"Property  Manager"  means the  current  property  manager of each
Property.



1.1.70......"Proration   Schedule"   shall  have  the  meaning  set  forth  in
Section 5.4.1.



1.1.71......"Purchase Price" shall have the meaning set forth in Section 2.2.



1.1.72......"Records  Disposal  Notice"  shall have the  meaning  set forth in
Section 5.4.13.



1.1.73......"Regional  Property  Manager" means,  with respect to each Property,
the individual identified in the Seller Information Schedule.



1.1.74......"Reinstatement  Notice"  shall  have  the  meaning  set  forth  in
Section 8.1.



1.1.75......"Related  Contract"  means,  individually,  the  Purchase  and  Sale
Contract of even date herewith between Purchaser and Salem Courthouse, L.P., for
the sale of the property  commonly known as "Salem  Courthouse  Apartments",  in
Indiana,  and the  Purchase  and Sale  Contract  of even date  herewith  between
Purchaser  and Wyckford  Commons,  L.P.,  for the sale of the property  commonly
known as "Wyckford Commons Apartments",  in Indiana.  "Related Contracts" means,
collectively, both Related Contracts.



1.1.76......Rent-Ready  Condition" means the physical condition to which Seller,
in  the  ordinary  course  of  its  business,  would  prepare  Tenant  Units  in
anticipation of renting such Tenant Units to Prospective Tenants.



1.1.77......"Rent Roll" shall have the meaning set forth in Section 3.5.3.



1.1.78......"Required  Assignment Consent" shall have the meaning set forth in
Section  3.6.



1.1.79......"Required  Fund  Amounts"  shall  have the  meaning  set  forth in
Section 4.6.6.1.



1.1.80......"Required  Return  Documents"  shall have the meaning set forth in
Section 3.5.2.



1.1.81......"Response   Deadline"   shall  have  the   meaning  set  forth  in
Section 4.3.



1.1.82......"Response Notice" shall have the meaning set forth in Section 4.3.



1.1.83......""Seller's  Indemnified  Parties" shall have the meaning set forth
in Section  3.4.1.



1.1.84......"Seller Information  Schedule" shall have the meaning set forth in
the introductory paragraph.



1.1.85......"Seller's Property-Related Files and Records" shall have the meaning
set forth in Section 5.4.13.



1.1.86......"Seller's  Representations"  shall have the  meaning  set forth in
Section 6.1.



1.1.87......"Seller's Representative" means AIMCO.



1.1.88......"Separate Closing  Conditions" shall have the meaning set forth in
Section 4.6.9.



1.1.89......"Specific  AIMCO  Provisions"  shall have the meaning set forth in
Section 4.6.2.1.



1.1.90......"Survey" shall have the meaning ascribed thereto in Section 4.2.



1.1.91......"Survival Period" shall have the meaning set forth in Section 6.3.



1.1.92......"Survival Provisions" shall have the meaning set forth in Section
13.28.



1.1.93......"Tenant"  means any person or entity  entitled to occupy any portion
of the applicable Property under a Lease.



1.1.94......"Tenant  Deposits" means,  with respect to a Property,  all security
deposits,  prepaid rentals, cleaning fees and other refundable deposits and fees
collected from Tenants,  plus any interest accrued  thereon,  paid by Tenants to
the applicable Seller pursuant to its Leases.  Tenant Deposits shall not include
any  non-refundable  deposits or fees paid by Tenants to the applicable  Seller,
either pursuant to the Leases or otherwise.



1.1.95......"Tenant  Security  Deposit  Balance"  shall have the  meaning  set
forth in Section 5.4.6.2.



1.1.96......Tenant Unit" means each apartment in the Property.



1.1.97......"Terminated  Contracts"  shall  have  the  meaning  set  forth  in
Section 3.6.



1.1.98......"Termination  Notice" shall have the meaning set forth in Section
8.1.



1.1.99......"Testing"  means  testing  required  at a Property  with  respect to
lead-based paint in accordance with the requirements of the Consent Agreement.



1.1.100....."Third-Party   Reports"   means  any   reports,   studies  or  other
information  prepared or  compiled  for  Purchaser  by any  Consultant  or other
third-party in connection  with  Purchaser's  investigation  of a Property,  but
excluding any attorney work product.



1.1.101....."Title  Commitment"  shall have the  meaning  ascribed  thereto in
Section 4.1.



1.1.102....."Title  Documents"  shall have the  meaning set forth in Section
4.1.



1.1.103....."Title Insurer" shall have the meaning set forth in Section 2.2.1.



1.1.104....."Title Policy" shall have the meaning set forth in Section  4.1.



1.1.105....."Uncollected  Rents"  shall have the meaning set forth in Section
5.4.6.1.



1.1.106....."Utility  Contract " shall have the  meaning set forth in Section
5.4.12.



1.1.107....."Vendor   Terminations"  shall  have  the  meaning  set  forth  in
Section 5.2.5.



                                   ARTICLE II
                 PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT



2.1 Purchase and Sale. Each Seller agrees to sell and convey its Property listed
on the Seller Information Schedule to Purchaser and Purchaser agrees to purchase
such Property from each Seller,  all in accordance with the terms and conditions
set forth in this Contract.



2.2 Purchase Price and Deposit. The Base Purchase Price for each Property is set
forth in the Seller Information Schedule, and, in the case of a Payoff Property,
also shall be  reduced  by the Lender  Fees  applicable  to such  Property  (the
"Purchase  Price").  The  Purchase  Price  for  each  Property  shall be paid as
follows:



2.2.1 Within one Business Day after the Effective Date,  Purchaser shall deliver
to Fidelity National Title Company, c/o Lolly Avant, National Commercial Closing
Specialist,  1900 West Loop South, Suite 650, Houston,  Texas 77027,  telephone:
800-879-1677; fax: 713-623-4406,  e-mail:  lavant@fidelitynt.com ("Escrow Agent"
or "Title  Insurer") an initial  deposit (the "Initial  Deposit") of $320,748 by
wire transfer of immediately available funds ("Good Funds"). The Initial Deposit
shall be held and disbursed in accordance  with the escrow  provisions set forth
in Section 2.3. The Initial  Deposit shall be allocated among the Sellers of the
Properties  pursuant  to the  Applicable  Share  attributable  to each of  their
respective  Properties.   Notwithstanding  anything  in  this  Contract  to  the
contrary,  Purchaser shall have the right, in its sole and absolute  discretion,
to recover  the  entirety  of the  Deposit  (other  than the  Material  Security
Deposit,  the return of which is covered by Section 3.5.2) if it terminates this
Contract prior to the expiration of the Feasibility Period, even if Purchaser is
in default at the time of such termination;  provided,  however, Purchaser shall
not have the right to recover  the Deposit if  Purchaser  is in default and such
default  has caused a Loss to Seller  arising  from  personal  injury,  property
damage or lien (but  Purchaser  shall be precluded  from recovery of the Deposit
(less the Materials Security Deposit) only to the extent of such Loss).



2.2.2 Within one Business Day after the Feasibility  Period  expires,  Purchaser
shall deliver to Escrow Agent an additional  deposit (the "Additional  Deposit")
of $449,047 by wire by transfer of Good Funds.  The Additional  Deposit shall be
held and disbursed in accordance with the escrow provisions set forth in Section
2.3.  The  Additional  Deposit  shall be  allocated  among  the  Sellers  of the
Properties  pursuant  to the  Applicable  Share  attributable  to each of  their
respective Properties.



2.2.3 At the  Closing,  subject to the  occurrence  of the Loan  Assumption  and
Release,  Purchaser shall,  with respect to the Assumption  Property,  receive a
credit against the Purchase Price for such Assumption  Property in the amount of
the  outstanding  principal  balance of the applicable  Note,  together with all
accrued but unpaid interest (if any) thereon,  as of the Closing Date (the "Loan
Balance").



2.2.4 The balance of the Purchase  Price for each Property  shall be paid to and
received by Escrow Agent by wire  transfer of Good Funds no later than 1:00 p.m.
(in the time zone in which Escrow Agent is located) on the Closing Date (or such
earlier time as required by any Seller's lender).



2.3   Escrow Provisions Regarding Deposit.



2.3.1  Escrow  Agent shall hold the Deposit and make  delivery of the Deposit to
the party entitled thereto under the terms of this Contract.  Escrow Agent shall
invest the Deposit in such short-term,  high-grade securities,  interest-bearing
bank accounts,  money market funds or accounts,  bank certificates of deposit or
bank repurchase  contracts as Escrow Agent,  in its discretion,  deems suitable,
and all interest and income  thereon  shall become part of the Deposit and shall
be remitted to the party entitled to the Deposit pursuant to this Contract.



2.3.2 Escrow Agent shall hold the Deposit  until the earlier  occurrence  of (i)
the  Closing  Date,  at which  time the  Deposit  shall be applied  against  the
Purchase Price for each  Property,  or (ii) the date on which Escrow Agent shall
be  authorized  to disburse the Deposit as set forth in Section  2.3.3.  The tax
identification  numbers of the parties  shall be  furnished to Escrow Agent upon
request.



2.3.3 At any time on or before the date on which the Feasibility Period expires,
but except as otherwise  provided in the proviso of the last sentence of Section
2.2.1,  if Escrow  Agent shall  receive a demand from  Purchaser,  requesting  a
return of the Initial  Deposit,  then Escrow Agent shall  promptly,  without the
need of confirmation  from, and  irrespective of any notice to the contrary sent
to it by,  Seller,  return  an  amount  equal to the  Initial  Deposit  less the
Materials  Security Deposit to Purchaser,  in which event this Contract shall be
deemed to have been terminated by Purchaser and the Materials  Security  Deposit
shall be returned to Purchaser  only upon  Sellers'  written  confirmation  that
Purchaser has returned all  Third-Party  Reports and Required  Return  Documents
provided to Purchaser.  If, after the expiration of the Feasibility  Period, the
Deposit has not been released  earlier in  accordance  with Section 2.3.2 or the
preceding   sentence  of  this  Section   2.3.3,   and   Purchaser  or  Seller's
Representative  makes a written  demand  upon  Escrow  Agent for  payment of the
Deposit,  Escrow  Agent shall give written  notice to the other  parties of such
demand.  If Escrow Agent does not receive a written objection from another party
to the proposed  payment within 5 Business Days after the giving of such notice,
Escrow Agent is hereby  authorized to make such payment  (subject to Purchaser's
obligation  under Section 3.5.2 to return all  Third-Party  Reports and Required
Return  Documents  provided to Purchaser as a pre-condition to the return of the
Materials  Security  Deposit to  Purchaser).  If Escrow  Agent does receive such
written objection within such 5-Business Day period, Escrow Agent shall continue
to hold such amount until otherwise  directed by written  instructions  from the
parties to this Contract or a final judgment or arbitrator's decision.  However,
Escrow  Agent  shall  have the  right at any time to  deposit  the  Deposit  and
interest thereon, if any, with a court of competent jurisdiction in the state in
which a Property is located.  Escrow  Agent  shall give  written  notice of such
deposit to Seller's  Representative  and  Purchaser.  Upon such deposit,  Escrow
Agent  shall  be  relieved  and  discharged  of  all  further   obligations  and
responsibilities  hereunder.  Sellers hereby appoint Seller's  Representative to
give and receive notices to Escrow Agent regarding the Deposit.



2.3.4  The  parties  acknowledge  that  Escrow  Agent  is  acting  solely  as  a
stakeholder  at their request and for their  convenience,  and that Escrow Agent
shall  not be  deemed  to be the  agent  of any of the  parties  for  any act or
omission on its part unless taken or suffered in bad faith in willful  disregard
of this Contract or involving gross  negligence.  Sellers and Purchaser  jointly
and severally  shall  indemnify and hold Escrow Agent  harmless from and against
all costs, claims and expenses,  including reasonable  attorney's fees, incurred
in connection  with the performance of Escrow Agent's duties  hereunder,  except
with  respect to actions or  omissions  taken or suffered by Escrow Agent in bad
faith, in willful  disregard of this Contract or involving  gross  negligence on
the part of the Escrow Agent.



2.3.5 The  parties  shall  deliver  to  Escrow  Agent an  executed  copy of this
Contract,  which shall constitute the sole instructions to Escrow Agent.  Escrow
Agent shall execute the  signature  page for Escrow Agent  attached  hereto with
respect to the  provisions  of this Section  2.3;  provided,  however,  that (a)
Escrow  Agent's  signature  hereon  shall not be a  prerequisite  to the binding
nature of this  Contract on  Purchaser  and  Sellers,  and the same shall become
fully  effective upon execution by Purchaser and Sellers,  and (b) the signature
of Escrow Agent will not be necessary  to amend any  provision of this  Contract
other than this Section 2.3.



2.3.6 Escrow Agent, as the person responsible for closing the transaction within
the meaning of Section  6045(e)(2)(A)  of the Internal  Revenue Code of 1986, as
amended (the "Code"),  shall file all necessary information,  reports,  returns,
and statements regarding the transaction required by the Code including, but not
limited  to, the tax  reports  required  pursuant  to Section  6045 of the Code.
Further, Escrow Agent agrees to indemnify and hold Purchaser, Sellers, and their
respective  attorneys and brokers harmless from and against any Losses resulting
from Escrow Agent's failure to file the reports Escrow Agent is required to file
pursuant to this section.



2.3.7 The  provisions of this Section 2.3 shall survive the  termination of this
Contract,  and if not so  terminated,  the Closing and  delivery of the Deeds to
Purchaser.



                                  ARTICLE III.
                               FEASIBILITY PERIOD



3.1  Feasibility  Period.  Subject to the terms of Sections  3.3 and 3.4 and the
right of Tenants  under the Leases,  from the  Effective  Date to and  including
September  16,  2005 (the  "Feasibility  Period"),  Purchaser,  and its  agents,
contractors,  engineers,  surveyors,  attorneys,  and  employees  (collectively,
"Consultants")  shall  have  the  right  from  time to time to  enter  onto  the
Properties:



3.1.1 To conduct and make any and all customary  studies,  tests,  examinations,
inquiries, and inspections, or investigations (collectively,  the "Inspections")
of or concerning the Properties (including, without limitation,  engineering and
feasibility  studies,  evaluation  of drainage and flood  plain,  soil tests for
bearing capacity and percolation and surveys, including topographical surveys);



3.1.2 To confirm any and all matters which Purchaser may reasonably  desire to
confirm with respect to the Properties;



3.1.3 To  ascertain   and  confirm  the   suitability   of  the  property  for
Purchaser's intended use of the Properties; and



3.1.4 To review the Materials at Purchaser's sole cost and expense.



3.2  Expiration  of  Feasibility  Period.  If the  results of any of the matters
referred to in Section 3.1 appear  unsatisfactory to Purchaser for any reason or
if Purchaser  elects not to proceed with the  transaction  contemplated  by this
Contract for any other reason, or for no reason whatsoever,  in Purchaser's sole
and absolute  discretion,  then Purchaser shall have the right to terminate this
Contract in its entirety  with respect to all  Properties  (but not in part with
respect to less than all  Properties) by giving written notice to that effect to
Seller's  Representative  and Escrow  Agent on or before 5:00 p.m.  (in the time
zone in which the Escrow  Agent is  located)  on the date of  expiration  of the
Feasibility  Period.  If  Purchaser  exercises  such  right to  terminate,  this
Contract  shall  terminate and be of no further force and effect  subject to and
except for the Survival Provisions,  and Escrow Agent shall forthwith return the
Initial Deposit to Purchaser  (subject to Purchaser's  obligation  under Section
3.5.2 to return all Third-Party  Reports and Required Return Documents  provided
to  Purchaser  as a  pre-condition  to  the  return  of the  Materials  Security
Deposit).  If Purchaser fails to provide  Seller's  Representative  with written
notice of  termination  prior to the  expiration  of the  Feasibility  Period in
strict accordance with the notice provisions of this Contract, Purchaser's right
to  terminate  under  this  Section  3.2 shall be  permanently  waived  and this
Contract shall remain in full force and effect,  the Deposit (including both the
Initial  Deposit and,  when  delivered in  accordance  with Section  2.2.2,  the
Additional  Deposit)  shall be  non-refundable,  and  Purchaser's  obligation to
purchase the Properties shall be non-contingent  and  unconditional  except only
for satisfaction of the conditions expressly stated in Section 8.1.



3.3  Conduct of  Investigation.  Purchaser  shall not permit any  mechanic's  or
materialmen's  liens or any other  liens to attach to any  Property by reason of
the performance of any work or the purchase of any materials by Purchaser or any
other party in connection  with any  Inspections  conducted by or for Purchaser.
Purchaser  shall give  notice  (which may be  delivered  telephonically)  to the
applicable  Seller a reasonable  time prior to entry onto its Property and shall
permit  such  Seller to have a  representative  present  during all  Inspections
conducted  at its  Property.  Purchaser  shall take all  reasonable  actions and
implement  all  protections  necessary  to  ensure  that  all  actions  taken in
connection with the  investigations  and  inspections of each Property,  and all
equipment,  materials  and  substances  generated,  used or  brought  onto  each
Property pose no material threat to the safety of persons or the environment and
cause no  damage  to such  Property  or other  property  of any  Seller or other
persons.  All  information  made available by any of the Sellers to Purchaser in
accordance  with this  Contract or obtained  by  Purchaser  in the course of its
Inspections  shall be treated as  confidential  information  by Purchaser,  and,
prior to the  purchase  of the  Properties  by  Purchaser,  Purchaser  shall use
commercially  reasonable  efforts and diligence to prevent its Consultants  from
divulging such  information to any unrelated  third parties except as reasonably
necessary  to third  parties  engaged by  Purchaser  for the limited  purpose of
analyzing and investigating such information for the purpose of consummating the
transaction  contemplated  by this Contract.  The provisions of this Section 3.3
shall survive the termination of this Contract,  and if not so terminated  shall
survive  (except for the  confidentiality  provisions  of this  Section 3.3) the
Closing and delivery of the Deeds to Purchaser.



3.4   Purchaser Indemnification.



3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in
such Seller's sole  discretion),  defend (with counsel  approved by such Seller)
such Seller,  together  with such  Seller's  affiliates,  parent and  subsidiary
entities, successors, assigns, partners, managers, members, employees, officers,
directors, trustees, shareholders,  counsel,  representatives,  agents, Property
Manager,  Regional Property  Manager,  and AIMCO  (collectively,  including such
Seller,  "Seller's Indemnified Parties"),  from and against any and all damages,
mechanics' liens, liabilities,  penalties,  interest,  losses, demands, actions,
causes of action,  claims, costs and expenses (including  reasonable  attorneys'
fees,  including  the  cost of  in-house  counsel  and  appeals)  (collectively,
"Losses")  to  the  extent  arising  from  or  related  to  Purchaser's  or  its
Consultants'  entry onto such Seller's  Property,  and any  Inspections or other
matters  performed  by  Purchaser  with  respect  to such  Property  during  the
Feasibility Period or otherwise.



3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall
not be permitted to perform any invasive tests on any Property  without Seller's
Representative's  prior  written  consent,  which  consent  may be  withheld  in
Seller's  Representative's  sole discretion.  Further,  Seller's  Representative
shall have the right,  without  limitation,  to disapprove  any and all entries,
surveys, tests (including, without limitation, a Phase II environmental study of
its  Property),   investigations   and  other  matters  that  in  such  Seller's
Representative's  reasonable judgment could result in any injury to its Property
or breach of any  contract,  or expose  the  applicable  Seller to any Losses or
violation of applicable law, or otherwise adversely affect such Property or such
Seller's interest therein.  Purchaser shall use commercially  reasonable efforts
to  minimize  disruption  to  Tenants  in  connection  with  Purchaser's  or its
Consultants'  activities  pursuant  to  this  Section.  No  consent  by  Seller'
Representative  to any such  activity  shall be deemed to constitute a waiver by
the  applicable  Seller  or  assumption  of  liability  or risk by such  Seller.
Purchaser hereby agrees to restore,  at Purchaser's sole cost and expense,  each
Property  to the  same  condition  existing  immediately  prior  to  Purchaser's
exercise of its rights  pursuant to this Article 3. Purchaser shall maintain and
cause its third  party  consultants  to  maintain  (a)  casualty  insurance  and
comprehensive  public  liability  insurance  with  coverages  of not  less  than
$1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury
or death to more than one  person and  $1,000,000.00  with  respect to  property
damage,  and (b) worker's  compensation  insurance  for all of their  respective
employees in accordance with the law of the state(s) in which the Properties are
located.  Purchaser  shall  deliver  proof of the  insurance  coverage  required
pursuant  to this  Section  3.4.2 to Sellers  (in the form of a  certificate  of
insurance)  prior to the  earlier  to occur of (i)  Purchaser's  or  Purchaser's
Consultants' entry onto any of the Properties,  or (ii) the expiration of 5 days
after the Effective Date.



3.4.3 The  provisions of this Section 3.4 shall survive the  termination of this
Contract,  and if not so  terminated,  the Closing and  delivery of the Deeds to
Purchaser.



3.5   Property Materials.



3.5.1 Within 10 days after the Effective  Date, and to the extent the same exist
and are in a Seller's  possession  or  reasonable  control  (subject  to Section
3.5.2),  each Seller agrees to make the documents set forth on Schedule 3.5 (the
"Materials")  relating to its Property  available at its Property for review and
copying by Purchaser at Purchaser's  sole cost and expense.  In the alternative,
at a Seller's  option and within the foregoing  10-day  period,  such Seller may
deliver some or all of its Materials to Purchaser, or make the same available to
Purchaser on a secure web site  (Purchaser  agrees that any item to be delivered
by a  Seller  under  this  Contract  shall be  deemed  delivered  to the  extent
available to Purchaser on such secured web site).  To the extent that  Purchaser
determines  that any of the Materials  have not been made available or delivered
to  Purchaser  pursuant  to this  Section  3.5.1,  Purchaser  shall  notify  the
applicable Seller and such Seller shall use commercially  reasonable  efforts to
deliver the same to Purchaser within 5 Business Days after such  notification is
received by such Seller; provided, however, that under no circumstances will the
Feasibility Period be extended and Buyer's sole remedy will be to terminate this
Contract pursuant to Section 3.2.



3.5.2 In providing  such  information  and  Materials to  Purchaser,  other than
Seller's  Representations,  EACH SELLER  MAKES NO  REPRESENTATION  OR  WARRANTY,
EXPRESS,  WRITTEN, ORAL, STATUTORY, OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND
WARRANTIES ARE HEREBY  EXPRESSLY  EXCLUDED AND  DISCLAIMED.  Any information and
Materials  provided by any of the Sellers to  Purchaser  under the terms of this
Contract is for informational purposes only. All computer disks of due diligence
materials and surveys (collectively, the "Required Return Documents"),  together
with all Third-Party  Reports,  shall be returned by Purchaser to all applicable
Sellers as a condition to return of the Materials  Security Deposit to Purchaser
(if Purchaser is otherwise entitled to the Deposit pursuant to the terms of this
Contract) if this Contract is terminated for any reason.  Purchaser shall not in
any way be entitled to rely upon the accuracy of such information and Materials.
Purchaser  recognizes  and agrees that the  Materials  and other  documents  and
information delivered or made available by Sellers pursuant to this Contract may
not be  complete or  constitute  all of such  documents  which are in a Seller's
possession or control,  but are those that are readily  available to such Seller
after reasonable inquiry to ascertain their availability.  Purchaser understands
that,  although each Seller will use commercially  reasonable  efforts to locate
and make available the Materials and other documents required to be delivered or
made available by it pursuant to this Contract,  Purchaser will not rely on such
Materials  or other  documents  as  being a  complete  and  accurate  source  of
information  with  respect to such  Seller's  Property,  and will instead in all
instances rely  exclusively on its own Inspections and Consultants  with respect
to all  matters  which it deems  relevant to its  decision  to acquire,  own and
operate the Properties.



3.5.3 In addition to the items set forth on Schedule  3.5, no later than 10 days
after the Effective  Date,  each Seller shall deliver to Purchaser (or otherwise
make available to Purchaser as provided under Section 3.5.1) a rent roll for its
Property listing the move-in date,  monthly base rent payable,  lease expiration
date and unapplied  security deposit for each Lease (the "Rent Roll").  The Rent
Roll shall be part of the  Materials  for all purposes  under this  Contract and
such Seller makes no representations or warranties regarding the Rent Roll other
than the express  representation  set forth in Section 6.1.7.  Each Seller shall
update the Rent Roll in accordance with Section 5.2.11.



3.5.4 The  provisions of this Section 3.5 shall survive the Closing and delivery
of the Deed to Purchaser.



3.6 Property  Contracts.  On or before the expiration of the Feasibility Period,
Purchaser  may  deliver  written  notice to each Seller (a  "Property  Contracts
Notice")  specifying  any  Property  Contracts  of such Seller  which  Purchaser
desires to terminate at the Closing (the "Terminated Contracts");  provided that
(a) the effective date of such termination after Closing shall be subject to the
express  terms  of such  Terminated  Contracts  (and,  to the  extent  that  the
effective date of  termination  of any Terminated  Contract is after the Closing
Date,  Purchaser shall be deemed to have assumed all of the applicable  Seller's
obligations  under such Terminated  Contract as of the Closing Date), (b) if any
such Property Contract cannot by its terms be terminated, it shall be assumed by
Purchaser and not be a Terminated Contract,  and (c) to the extent that any such
Terminated  Contract  requires payment of a penalty or premium for cancellation,
Purchaser shall be solely  responsible for the payment of any such  cancellation
fees or penalties.  If Purchaser fails to deliver a Property Contracts Notice to
a Seller on or before the expiration of the Feasibility  Period,  there shall be
no  Terminated  Contracts  with  respect to such  Seller (or its  Property)  and
Purchaser shall assume all Property Contracts of such Seller at the Closing.  To
the extent that any Property Contract to be assumed by Purchaser  (including any
Property  Contract  that,  because  of  advance  notice  requirements,  will  be
temporarily assumed by Purchaser pending the effective date of termination after
the Closing Date) is assignable but requires the applicable vendor to consent to
the assignment or assumption of the Property  Contract by the applicable  Seller
to Purchaser,  then,  prior to the Closing,  Purchaser  shall be responsible for
obtaining  from each  applicable  vendor a consent (each a "Required  Assignment
Consent") to the assignment of the Property Contract by the applicable Seller to
Purchaser  (and the  assumption  by  Purchaser  of all  obligations  under  such
Property Contract).  Purchaser shall indemnify,  hold harmless and, if requested
by the  applicable  Seller (in such  Seller's  sole  discretion),  defend  (with
counsel  approved by such Seller)  such  Seller's  Indemnified  Parties from and
against any and all Losses  arising  from or related to  Purchaser's  failure to
obtain any Required Assignment Consent.



                                   ARTICLE IV
                                      TITLE



4.1 Title  Documents.  Within 7 calendar  days after the  Effective  Date,  each
Seller shall cause to be delivered to Purchaser a standard form  commitment  for
title insurance  ("Title  Commitment")  for such Seller's  Property in an amount
equal to the  Property's  Base Purchase  Price from Title Insurer for an owner's
title insurance policy (the "Title Policy") on the most recent standard American
Land Title Association form, together with copies of all instruments  identified
as exceptions therein (together with the Title Commitment, referred to herein as
the "Title Documents"). Each Seller shall be responsible only for payment of the
basic premium for the Title Policy for its Property.  Purchaser  shall be solely
responsible  for payment of all other costs relating to procurement of the Title
Commitment,  the Title Policy,  and any requested  endorsements  with respect to
each of the Properties, including for "extended" coverage.



4.2 Survey.  Within 3 Business Days after the Effective  Date, each Seller shall
deliver to Purchaser or make  available at such  Seller's  Property any existing
survey of such Property (the "Existing Survey") which to such Seller's knowledge
is in such Seller's possession or reasonable control (subject to Section 3.5.2).
Purchaser  acknowledges  and agrees  that  delivery  of the  Existing  Survey is
subject to Section 3.5.2. To the extent that Purchaser desires that a new survey
of a Property be prepared  (or that the Existing  Survey be updated),  Purchaser
shall  request the same in writing to Seller's  Representative  no later than 10
calendar  days  after  the   Effective   Date,  in  which  event  such  Seller's
Representative  shall  order  such  new or  updated  survey  (together  with the
Existing  Survey,  is referred to herein as the "Survey")  from the surveyor who
prepared  the  Existing  Survey  (or from such  other  surveyor  as such  Seller
determines in its reasonable discretion); provided, however, that nothing herein
shall be deemed to extend either the Feasibility  Period, the Objection Deadline
or the Final Response  Deadlines.  Purchaser shall pay to the applicable  Seller
75% of the costs of the applicable Existing Survey and any new or updated survey
requested pursuant to the terms of this Section 4.2; the applicable Seller shall
be responsible  for the remaining 25% of such costs.  Purchaser's  obligation to
make the payments to Sellers set forth in the preceding  sentence  shall survive
the termination of this Contract or the Closing; provided, however, if Purchaser
terminates this Contract within 14 days after the Effective Date, then Purchaser
shall have no obligation to pay such Survey costs.



4.3  Objection  and  Response  Process.  On or  before  September  7,  2005 (the
"Objection Deadline"),  Purchaser shall, on a  Property-by-Property  basis, give
written  notice (the  "Objection  Notice") to the  attorneys  for Sellers of any
matter set forth in any Title  Documents or Surveys to which  Purchaser  objects
(the  "Objections").  If  Purchaser  fails to tender an  Objection  Notice  with
respect to a Property on or before the Objection  Deadline,  Purchaser  shall be
deemed to have  approved and  irrevocably  waived any  objections to any matters
covered by the Title  Documents and the Survey for such  Property.  On or before
September  14,  2005 (the  "Response  Deadline"),  a Seller who has  received an
Objection  Notice may, in such Seller's sole  discretion,  give Purchaser notice
(the  "Response  Notice")  of those  Objections  which such Seller is willing to
cure,  if any.  Sellers  shall be entitled  to  reasonable  adjournments  of the
Closing Date to cure any Objections  applicable to any Seller. If a Seller fails
to deliver a Response  Notice by the  Response  Deadline,  such Seller  shall be
deemed to have elected not to cure or otherwise  resolve any matter set forth in
the Objection  Notice.  If Purchaser is dissatisfied  with any Response  Notice,
Purchaser  may,  as its  exclusive  remedy,  elect by  written  notice  given to
Seller's  Representative  on or before the expiration of the Feasibility  Period
(the "Final  Response  Deadline")  either (a) to accept the Title  Documents and
Survey with  resolution,  if any, of the Objections as set forth in the Response
Notice (or if no Response  Notice is  tendered,  without any  resolution  of the
Objections) and without any reduction or abatement of the Purchase Price, or (b)
to terminate  this Contract in its entirety  regarding all  Properties  (but not
less than all Properties),  in which event the Initial Deposit shall be returned
to Purchaser  (subject to Purchaser's  obligation  under Section 3.5.2 to return
all Third-Party Reports and Required Return Documents provided to Purchaser as a
pre-condition  to the return of the Materials  Security  Deposit).  If Purchaser
fails to give notice to terminate  this Contract on or before the Final Response
Deadline,  Purchaser  shall be deemed to have elected to approve and irrevocably
waived any  objections  to any  matters  covered by the Title  Documents  or the
Survey applicable to each Property,  subject only to resolution,  if any, of the
Objections  as set forth in the  Response  Notice  for such  Property  (or if no
Response Notice is tendered, without any resolution of the Objections).



4.4   Permitted Exceptions.



4.4.1 The Deed for each Property  delivered  pursuant to this Contract  shall be
subject to the following, all of which shall be deemed "Permitted Exceptions":



4.4.1.1.....All  matters  shown in the Title  Documents  and the Survey for such
Property,  other than (a) those Objections,  if any, which the applicable Seller
has agreed to cure  pursuant to the  Response  Notice  under  Section  4.3,  (b)
mechanics'  liens and taxes due and payable with respect to the period preceding
Closing,  (c)  the  standard  exception  regarding  the  rights  of  parties  in
possession which shall be limited to those parties in possession pursuant to the
Leases,  and (d) the  standard  exception  pertaining  to taxes  which  shall be
limited to taxes and assessments payable in the year in which the Closing occurs
and subsequent taxes and assessments;



4.4.1.2.....All Leases for such Property;



4.4.1.3.....The Assumed Encumbrances;



4.4.1.4.....Applicable zoning and governmental regulations and ordinances;



4.4.1.5.....Any defects in or objections to title to such  Property,  or title
exceptions or encumbrances, arising by, through or under Purchaser; and



4.4.1.6.....The terms and conditions of this Contract.



4.4.2 If at any time after the expiration of the  Feasibility  Period any update
of the Title Commitment  discloses any material additional items that materially
adversely  affect  title to any of the  Properties  and (a)  that  have not been
caused by,  through or under  Purchaser  or its  Consultants,  (b) that were not
disclosed on any version of the Title Commitments  delivered to Purchaser during
the Feasibility  Period,  and (c) which the applicable  Seller does not agree to
cure  (with  such  decision  to cure to be in such  Seller's  sole and  absolute
discretion) (the "New Exception"), then Purchaser shall have the lesser of (a) a
period of 5 days from the date of its receipt of such updated  Title  Commitment
or (b) the Scheduled  Closing Date (the "New Exception Review Period") to review
and to approve or disapprove  of the same. If the New Exception is  unacceptable
to it, Purchaser,  at its sole option,  may elect either:  (i) to terminate this
Contract in its entirety with respect to all of the  Properties,  in which event
this Contract  shall be of no further force and effect subject to and except for
the Survival Provisions,  and Escrow Agent shall forthwith return the Deposit to
Purchaser  (subject to Purchaser's  obligation under Section 3.5.2 to return all
Third-Party  Reports and Required  Return  Documents  provided to Purchaser as a
pre-condition to the return of the Materials Security Deposit); or (ii) to waive
such objections and proceed with the transactions contemplated by this Contract,
in which event  Purchaser shall be deemed to have approved the New Exception and
the same shall be a Permitted Exception.  If Purchaser fails to notify Seller of
its election to terminate this Contract in accordance with the foregoing  clause
(i) prior to the expiration of the New Exception Review Period,  Purchaser shall
be deemed to have elected to approve and irrevocably waive any objections to the
New Exception and the same shall be a Permitted Exception.



4.5 Existing  Deed of Trust.  The  provisions  of this Section 4.5 apply only to
Payoff  Properties.  It is understood and agreed that,  whether or not Purchaser
gives an Objection Notice with respect thereto for a Payoff Property,  any deeds
of  trust  and/or   mortgages   which  secure  a  Note  for  a  Payoff  Property
(collectively,  a "Deed of Trust") shall not be deemed Permitted  Exceptions for
such Property,  whether  Purchaser  gives further written notice of such or not,
and shall, pursuant to Section 5.4.7, be paid off, satisfied,  discharged and/or
cured from proceeds of the Purchase Price at Closing, provided that the Lender's
Fees due in connection with such Loan Payoff shall be paid by Purchaser (subject
to reduction of the Purchase Price in accordance with Section 2.2).



4.6   Assumed Encumbrances.

4.6.1 Certain  agreements  presently  encumber both the Williamsburg on the Lake
and  Abington I and II  Properties  which must be  assumed by  Purchaser  at the
Closing:



4.6.1.1.....Purchaser recognizes and agrees that, in connection with the Loan on
the Assumption Property made by Lender, the Assumption Property is encumbered by
the Assumed Deed of Trust and the Assumed Encumbrances. The Loan is evidenced by
the  Note  applicable  to such  Assumption  Property.  Within 7 days  after  the
Effective  Date, the Seller of the Assumption  Property agrees that it will make
available to Purchaser  (in the same manner in which such Seller is permitted to
make the Materials  available to Purchaser  under  Section  3.5.1) copies of the
Assumed Loan  Documents  which are in such  Seller's  possession  or  reasonable
control (subject to Section 3.5.2).



4.6.1.2.....Purchaser  recognizes and agrees that the  Williamsburg  on the Lake
Property  and  Abington I and II  Properties  are the subject of one or more HAP
contracts (collectively,  the "HAP Contracts") which regulate Section 8 payments
to such  Properties  under  existing  vouchers  issued by the  applicable  local
housing authority (the "Housing  Authority").  The HAP Contracts shall be deemed
Assumed  Encumbrances  for all  purposes  hereunder.  Within  7 days  after  the
Effective  Date,  the  Williamsburg  on the Lake  Property and Abington I and II
Sellers agree that they will make  available to Purchaser (in the same manner in
which such Sellers are  permitted to make the  Materials  available to Purchaser
under  Section  3.5.1)  copies of the HAP  Contracts  which are in such Sellers'
possession or reasonable control (subject to Section 3.5.2).



4.6.2  With  respect  to the  Assumed  Loan  Documents  and the  HAP  Contracts,
Purchaser agrees as follows:



4.6.2.1.....Purchaser  agrees that, at the Closing,  (a) Purchaser  shall assume
the  applicable  Seller's  obligations  under  the  Note  and  all of the  other
applicable  Assumed Loan Documents and accept title to the  Assumption  Property
subject to the Deed of Trust and the  Assumed  Encumbrances  applicable  to such
Assumption Property,  and (b) the applicable Lender shall release the applicable
Seller,  as well as any guarantors and other obligated parties under the Assumed
Loan Documents,  from all obligations  under the Assumed Loan Documents (and any
related guarantees or letters of credit),  including,  without  limitation,  any
obligation to make payments of principal and interest under the applicable  Note
(collectively,  the  foregoing  (a) and (b)  referred  to  herein  as the  "Loan
Assumption and Release").  Purchaser acknowledges and agrees that (x) certain of
the  provisions of the Assumed Loan  Documents may have been  negotiated for the
exclusive benefit of the applicable Seller, AIMCO or their respective affiliates
(the "Specific AIMCO Provision"),  and (y) unless the Lender otherwise agrees in
such Lender's sole and arbitrary discretion,  Purchaser will not be permitted to
assume the benefit of the Specific AIMCO  Provisions and the same shall be of no
further force or effect from and after the Closing Date.



4.6.2.2.....Purchaser  agrees that, at the Closing,  either (a) Purchaser  shall
assume all obligations  under the HAP Contracts and accept title to Williamsburg
on the Lake  Property and Abington I and Abington II subject to the same, or (b)
the existing HAP Contracts  shall be terminated,  and Purchaser shall enter into
replacement  HAP  contracts  which  are  acceptable  to  the  Housing  Authority
(collectively,  the  foregoing  (a) and  (b)  referred  to  herein  as the  "HAP
Assumption").



4.6.3 With respect to the Loan  Assumption  and Release and the HAP  Assumption,
Purchaser agrees as follows:



4.6.3.1.....Purchaser  further  acknowledges  that the  Assumed  Loan  Documents
require the  satisfaction  by  Purchaser  of certain  requirements  as set forth
therein to allow for the Loan Assumption and Release. Accordingly, Purchaser, at
its sole cost and expense and within 17 days after the Effective Date (the "Loan
Assumption Application Submittal Deadline"), shall submit the application to the
applicable  Lender  for  assumption  of each new Loan and  approval  of the Loan
Assumption and Release,  together with all documents and information required by
the Assumed Loan Documents which Purchaser reasonably believes is required based
on information received from the Lender (the "Loan Assumption Application").



4.6.3.2.....Purchaser  further  acknowledges  that the HAP Contracts require the
satisfaction by Purchaser of certain  requirements as set forth therein to allow
for  the  HAP  Assumption.  Accordingly,  no  later  than  the  Loan  Assumption
Application Submittal Deadline,  Purchaser,  at its sole cost and expense, shall
meet with the Housing  Authority  and,  pursuant to the HAP  Contracts  and form
HUD-542641, shall submit all applications, documents, information, materials and
fees (collectively,  the "HAP Assumption  Application")  required by the Housing
Authority in order for the Housing  Authority to review and approve  Purchaser's
request  that  the  Housing  Authority  approve  the HAP  Assumption  (the  "HAP
Approval").  In addition to the foregoing,  Purchaser recognizes and agrees that
the Housing  Authority  requires  Purchaser  to complete  and return each of the
following  (together with such other  requirements as the Housing  Authority may
from time to time impose, the "Housing Authority Requirements"): (i) IHA Section
8 - Proof of Property  Ownership  Form,  (ii) Form W9,  (iii)  Change of Address
Form, (iv) list of tenant names, (v) list of property addresses,  and (vi) proof
of  ownership of the  property in the forms  approved by the Housing  Authority.
Purchaser  agrees,  at Purchaser's sole cost and expense,  to submit the Housing
Authority  Requirements to the Housing  Authority at such times and in such form
as the Housing  Authority  requires  (Purchaser  acknowledges that all submitted
materials must, in accordance with Housing  Authority  rules, be uniform in name
as well as list the property  addresses),  together with any fee required by the
Housing   Authority  in  connection   therewith.   All  such  Housing  Authority
Requirements  shall be  submitted  by  Purchaser  within such time frames as are
necessary  in order for the Closing to proceed on the  scheduled  Closing  Date.
Further,  Purchaser  shall make such  filings  post-Closing  as  required by the
Housing  Authority for the HAP Approval.  The provisions of this Section 4.6.3.2
shall survive Closing.



4.6.3.3.....Purchaser  agrees to provide Seller's  Representative with a copy of
the Loan Assumption Application and the HAP Assumption Application no later than
2 Business Days prior to the Loan Assumption  Application Submittal Deadline and
shall provide evidence of its submission to Lender and to the Housing  Authority
on or before  the Loan  Assumption  Application  Submittal  Deadline.  Purchaser
acknowledges and agrees that Purchaser is solely responsible for the preparation
and  submittal  of the  Loan  Assumption  Application  and  the  HAP  Assumption
Application, including the collection of all materials, documents, certificates,
financials,  signatures,  and other items required to be submitted to Lender and
the Housing Authority in connection therewith.


4.6.4 Purchaser shall comply with the applicable Lender's assumption  guidelines
in connection with each Loan Assumption and Release and the Housing  Authority's
guidelines  in  connection   with  the  HAP   Assumption.   Purchaser  shall  be
responsible,  at its sole cost and expense, for correcting and re-submitting any
deficiencies  noted by such Lender or the Housing Authority in connection with a
Loan  Assumption  Application or the HAP Assumption  Application no later than 3
Business Days after  notification  from such Lender or the Housing  Authority of
such  deficiency.  Purchaser also shall provide Seller's  Representative  with a
copy of any  correspondence  from a Lender or the Housing Authority with respect
to a Loan Assumption Application or the HAP Assumption Application no later than
3 Business  Days after  receipt of such  correspondence  from such Lender or the
Housing Authority.  Purchaser acknowledges that a Lender's assumption guidelines
may not be  consistent  with  the  provisions  of the  applicable  Assumed  Loan
Documents concerning the Loan Assumption and Release. Purchaser shall coordinate
with  such  Lender  to  comply  with  the  appropriate  provisions  of both  the
applicable  Assumed Loan  Documents and such Lender's  assumption  guidelines in
order to allow for the Loan Assumption and Release.



4.6.5 Purchaser shall pay all fees and expenses (including,  without limitation,
all servicing fees and charges,  transfer  fees,  assumption  fees,  title fees,
endorsement fees, and other fees to release each Seller of all liability under a
Loan) imposed or charged by the Lender or the Housing Authority or their counsel
(such fees and expenses collectively being referred to as the "Assumption Lender
Fees"),  in  connection  with  each  Loan  Assumption  Application,   each  Loan
Assumption and Release, the HAP Assumption Application,  and the HAP Assumption.
The  provisions  of this Section  4.6.5 shall  survive the  termination  of this
Contract and the Closing.



4.6.6 In connection with the Loan Assumption and Release and the HAP Assumption,
Purchaser agrees as follows:



4.6.6.1.....Purchaser  shall be responsible for (a) replacing (and increasing to
the extent  required  by the  applicable  Lender or the Housing  Authority)  all
reserves,  impounds and other  accounts  required to be maintained in connection
with each Loan or the HAP Contracts,  and (b) funding any  additional  reserves,
impounds,  escrows or accounts  required by a Lender or the Housing Authority to
be  maintained  by  Purchaser  in  connection  with  each  Loan  after  the Loan
Assumption  and  Release  or the HAP  Contracts  after the HAP  Assumption  (the
foregoing  amounts  in (a)  and  (b)  collectively  referred  to  herein  as the
"Required Fund Amounts").  Any existing  reserves,  impounds,  escrows and other
accounts required to be replaced by Purchaser pursuant to the foregoing sentence
shall be released in Good Funds to the  applicable  Seller at the  Closing.  The
provisions of this Section 4.6.6 shall survive the Closing.



4.6.7  Purchaser  agrees  promptly to deliver to each Lender all  documents  and
information  required by the Assumed Loan  Documents.  Purchaser  also agrees to
deliver  to  Lender  and  the  Housing   Authority  such  other  information  or
documentation  as such Lender or the Housing  Authority  reasonably may request,
including,  without  limitation,  financial  statements,  income tax returns and
other  financial  information  for  Purchaser  and any required  guarantor.  The
applicable  Sellers  agree  that  it  will  cooperate  with  Purchaser  and  the
applicable Lender and the Housing  Authority,  at no material cost or expense to
such  Seller,  in  connection  with  Purchaser's  application  to Lender and the
Housing Authority for approval of the applicable Loan Assumption and Release and
the HAP Assumption.



4.6.8 No later than 10 days after the Effective  Date,  Purchaser  shall order a
Phase  I  Environmental  study  for  the  Assumption  Property  (prepared  by an
environmental  engineer  reasonably  acceptable to Seller's  Representative  and
Lender),  and covenants that such Phase I Environmental study shall be delivered
to Seller's Representative and Lender no later than 10 days prior to the Closing
Date in connection  with and as a precondition  to a Loan Assumption and Release
for the Assumption Property.



4.6.9 If either (i) Lender has not approved the Loan  Assumption and Release for
Williamsburg on the Lake, or (ii) the Housing Authority has not approved the HAP
Assumption  for  Williamsburg  on  the  Lake  Property  and  Abington  I and  II
(collectively,  (i) and (ii) are  referred to herein as the  ("Separate  Closing
Conditions") on or before November 15, 2005, then Sellers may, in their sole and
absolute discretion,  by written notice to Purchaser (a) terminate this Contract
in its  entirety,  in which case the  Deposit  shall be  returned  to  Purchaser
(subject to Purchaser's obligation under Section 3.5.2 to return all Third-Party
Reports and Required Return  Documents  provided to Purchaser as a pre-condition
to the return of the  Materials  Security  Deposit)  (except if  Purchaser is in
default of its obligations  under this Contract,  including this Section 4.6, in
which  case  Sellers  shall have the  rights  set forth in  Section  10.1),  (b)
terminate this Contract with respect solely to (I)  Williamsburg  on the Lake if
Lender  has  not  approved  the  Loan   Assumption  and  Release,   and/or  (II)
Williamsburg  on the Lake,  Abington  I and II, as  applicable,  if the  Housing
Authority has not approved the HAP  Assumption,  and Purchaser and the remaining
Sellers shall proceed to close the other Properties as provided in this Contract
at the time  provided  therefor  in  Section  5.1 (and,  to the  extent  Sellers
terminate this Contract with respect to such Properties, the Applicable Share of
the Deposit for  Williamsburg  on the Lake and/or Abington I and Abington II, as
applicable,  shall be returned to Purchaser  (subject to Purchaser's  obligation
under  Section  3.5.2 to return all  Third-Party  Reports  and  Required  Return
Documents  provided  to  Purchaser  as a  pre-condition  to  the  return  of the
Materials  Security Deposit,  or, if the Applicable Share of the Deposit is less
than the  Materials  Security  Deposit,  as a  condition  to the  return  of the
Applicable  Share of the Deposit),  except if Purchaser is in default under this
Contract in which event the applicable  Seller may retain such Applicable  Share
in accordance  with its remedies  pursuant to Section  10.1),  or (c) extend the
date for  Closing all of the  Properties  until  December  15,  2005;  provided,
however,  if Sellers have selected the option set forth in subsection (c) above,
and either of the Separate Closing  Conditions have not occurred by December 15,
2005, then Sellers again shall have the options set forth in subsections (a) and
(b) (with respect to the  Properties for which the Separate  Closing  Conditions
have not been  met)  above,  and if  Sellers  select  the  option  set  forth in
subsection (b) above, the Closing Date shall be December 22, 2005.



4.6.10......Purchaser  shall be in default  hereunder if (a) Purchaser  fails to
submit a complete Loan Assumption  Application for the Assumption Property or to
submit a complete  HAP  Assumption  Application  for  Williamsburg  on the Lake,
Abington  I and  Abington  II  by  the  Loan  Assumption  Application  Submittal
Deadline,  or (b) Purchaser fails to comply with its other obligations hereunder
with respect to the Loan  Assumption and Release for the Assumption  Property or
its obligations hereunder with respect to the HAP Assumption for Williamsburg on
the Lake,  Abington I and  Abington  II, and, in either such event,  Sellers may
exercise their remedies under Section 10.1.



4.7   Purchaser  Financing.  Purchaser  assumes full  responsibility to obtain
the funds required for settlement,  and Purchaser's  acquisition of such funds
shall not be a contingency to the Closing.



                                   ARTICLE V
                                     CLOSING



5.1 Closing  Date.  The Closing  shall occur on the earlier of (a) 10 days after
satisfaction of the Separate Closing  Conditions,  or (b) November 15, 2005 (the
date on which the  Closing is to occur,  being the  "Closing  Date")  through an
escrow with Escrow Agent,  whereby the Sellers,  Purchaser  and their  attorneys
need not be  physically  present at the  Closing and may  deliver  documents  by
overnight air courier or other means; provided,  however, that in no event shall
the Closing occur earlier than October 14, 2005.  Notwithstanding  the foregoing
to the contrary,  any of the Hunt Club, Abington I and Abington II Sellers shall
have the option, by delivering  written notice to Purchaser no later than 9 days
prior to the Closing Date  identified  in subclause  (a) of this Section 5.1, to
extend the Closing Date for up to 33 days in connection with their Loan Payoffs,
and  the  exercise  of  such  option  shall  extend  the  Closing  Date  for all
Properties.  Further,  the Closing Date may be extended  without  penalty at the
option of any Seller  either (i) to a date not later than 30 days  following the
Closing Date  specified in the first  sentence of this  paragraph  above (or, if
applicable,  as extended by any Seller  pursuant to the second  sentence of this
paragraph)  to satisfy any  condition to Closing,  (ii) to a date  following the
Closing Date  specified in the first  sentence of this  paragraph  above (or, if
applicable,  as extended by any Seller  pursuant to the second  sentence of this
paragraph) in order to finalize the drafting with a Lender or a Lender's counsel
of all  documents  necessary or desirable to  accomplish a Loan  Assumption  and
Release,  (iii) as  provided  in  Section  4.6.9,  or (iv) such later date as is
mutually acceptable to Seller and Purchaser.



5.2 Seller Closing Deliveries. No later than 1 Business Day prior to the Closing
Date,  each Seller  shall,  with respect to each Property to be conveyed by such
Seller hereunder, deliver to Escrow Agent, each of the following items:



5.2.1  Limited  Warranty  Deed (the "Deed") in the form attached as Exhibit B to
Purchaser, subject to the Permitted Exceptions.



5.2.2 A Bill of Sale in the form attached as Exhibit C.



5.2.3 A General  Assignment  in the form  attached  as  Exhibit D (the  "General
Assignment").



5.2.4 An  Assignment  of Leases and  Security  Deposits in the form  attached as
Exhibit E (the "Leases Assignment").



5.2.5 A letter in the form  attached  hereto as Exhibit F prepared by  Purchaser
and  countersigned  by such Seller to each of the vendors  under the  Terminated
Contracts  informing them of the termination of such  Terminated  Contract as of
the Closing Date (subject to any delay in the  effectiveness of such termination
pursuant to the  express  terms of each  applicable  Terminated  Contract)  (the
"Vendor Terminations").


5.2.6 A HAP  Assignment  Agreement  in form and content  required by the Housing
Authority (and reasonably approved by Seller).



5.2.7 A closing statement executed by such Seller.



5.2.8 A title affidavit or at such Seller's option an indemnity,  as applicable,
in the  customary  form  reasonably  acceptable  to such Seller to enable  Title
Insurer to delete the  standard  exceptions  to the title  insurance  policy set
forth in this Contract (other than matters constituting any Permitted Exceptions
and matters  which are to be completed or performed  post-Closing)  to be issued
pursuant to the Title Commitment;  provided that such affidavit does not subject
such  Seller to any greater  liability,  or impose any  additional  obligations,
other than as set forth in this Contract.



5.2.9 A certification  of such Seller's  non-foreign  status pursuant to Section
1445 of the Internal Revenue Code of 1986, as amended.



5.2.10......Resolutions,   certificates   of  good  standing,   and  such  other
organizational  documents as Title Insurer shall reasonably  require  evidencing
such Seller's authority to consummate this transaction.



5.2.11......An  updated Rent Roll reflecting the information required in Section
3.5.3; provided, however, that the content of such updated Rent Roll shall in no
event expand or modify the  conditions  to  Purchaser's  obligation  to close as
specified under Section 8.1.



5.2.12......A Sale Disclosure  Statement as required under Indiana law when each
Deed is recorded.



5.3  Purchaser  Closing  Deliveries.  No later than 1 Business  Day prior to the
Closing  Date  (except  for the  balance of the  Purchase  Price  which is to be
delivered at the time specified in Section  2.2.4),  Purchaser  shall deliver to
the Escrow Agent (for  disbursement  to the applicable  Seller upon the Closing)
the  following  items  with  respect to each  Property  being  conveyed  at such
Closing:



5.3.1 The full Purchase  Price for such Property (with credit for the Applicable
Share of the Deposit) and, if applicable for the Assumption  Property,  the Loan
Balance, plus or minus the adjustments or prorations required by this Contract.



5.3.2 A title  affidavit (or at Purchaser's  option an indemnity)  pertaining to
Purchaser's  activity  on the  applicable  Property  prior  to  Closing,  in the
customary form  reasonably  acceptable to Purchaser,  to enable Title Insurer to
delete the standard  exceptions to the title insurance  policy set forth in this
Contract (other than matters  constituting any Permitted  Exceptions and matters
which are to be completed or performed  post-Closing)  to be issued  pursuant to
the Title Commitment; provided that such affidavit does not subject Purchaser to
any greater liability, or impose any additional  obligations,  other than as set
forth in this Contract.



5.3.3 Any  declaration or other  statement which may be required to be submitted
to the local assessor with respect to the terms of the sale of such Property.



5.3.4 A closing statement executed by Purchaser.



5.3.5 A countersigned counterpart of the General Assignment.



5.3.6 A countersigned counterpart of the Leases Assignment.



5.3.7 Notification letters to all Tenants at such Property prepared and executed
by Purchaser in the form attached hereto as Exhibit G.



5.3.8  The  Vendor  Terminations  (Purchaser  shall be  solely  responsible  for
identifying  each  of  the  Terminated  Contracts  (subject  to  the  terms  and
conditions  of Section  3.6) and  addressing  and  preparing  each of the Vendor
Terminations for execution by Purchaser and the applicable Seller).



5.3.9 Any cancellation  fees or penalties due to any vendor under any Terminated
Contract as a result of the termination thereof.



5.3.10......A  HAP  Assignment  Agreement  in form and  content  required by the
Housing Authority (and reasonably approved by Purchaser).



5.3.11......Resolutions,   certificates   of  good  standing,   and  such  other
organizational  documents as Title Insurer shall reasonably  require  evidencing
Purchaser's authority to consummate this transaction.



5.3.12......With respect to the Assumption Property, all documents, instruments,
guaranties,  Assumption Lender Fees,  Required Fund Amounts,  and other items or
funds required by the applicable  Lender to cause the applicable Loan Assumption
and Release.



5.3.13......With  respect to each Payoff  Property,  the Lender Fees (subject to
reduction from the Purchase Price in accordance with Section 2.2).



5.3.14......A Sales Disclosure  Statement as required under Indiana law and when
each Deed is recorded.



5.4 Closing Prorations and Adjustments. The prorations set forth in this Section
5.4  shall  be on a  Property-by-Property  basis  and  not  among,  or  between,
Properties, and shall not be allocated on an Applicable Share basis.



5.4.1  General.  With  respect to each  Property,  all  normal  and  customarily
proratable items,  including,  without  limitation,  collected rents,  operating
expenses,  personal property taxes,  other operating expenses and fees, shall be
prorated  as of the  Closing  Date,  the  applicable  Seller  being  charged  or
credited,  as appropriate,  for all of the same attributable to the period up to
the Closing Date (and  credited for any amounts  paid by the  applicable  Seller
attributable  to the  period  on or  after  the  Closing  Date,  if  assumed  by
Purchaser) and Purchaser being responsible for, and credited or charged,  as the
case may be,  for all of the same  attributable  to the  period on and after the
Closing  Date.  Each Seller shall prepare a proration  schedule (the  "Proration
Schedule")  of the  adjustments  described in this Section 5.4 prior to Closing.
Such  adjustments  shall be paid by Purchaser to the  applicable  Seller (if the
prorations result in a net credit to such Seller) or by such Seller to Purchaser
(if the prorations  result in a net credit to Purchaser for such  Property),  by
increasing  or  reducing  the cash to be paid by  Purchaser  at Closing for such
Property.



5.4.2 Operating Expenses.  With respect to each Property,  all of the operating,
maintenance,  taxes (other than real estate taxes,  such as rental  taxes),  and
other expenses incurred in operating such Property that such Seller  customarily
pays,  and any other costs  incurred in the ordinary  course of business for the
management  and  operation  of such  Property,  shall be  prorated on an accrual
basis.  Each Seller shall pay all such expenses that accrue prior to Closing and
Purchaser  shall pay all such  expenses  that  accrue from and after the Closing
Date.



5.4.3  Utilities.  With respect to each  Property,  the final readings and final
billings for utilities will be made if possible as of the Closing Date, in which
case  each  Seller  shall  pay all  such  bills  as of the  Closing  Date and no
proration shall be made at the Closing with respect to utility bills. Otherwise,
a proration shall be made based upon the parties' reasonable good faith estimate
and a  readjustment  made within 30 days after the Closing,  if necessary.  Each
Seller shall be entitled to the return of any  deposit(s)  posted by it with any
utility  company,  and such Seller shall notify each utility company serving its
Property to terminate its account, effective as of noon on the Closing Date.



5.4.4 Real  Estate and  Personal  Property  Taxes.  Any real  estate ad valorem,
personal  property  or  similar  taxes for a  Property,  or any  installment  of
assessments  payable in  installments  which  installment is payable in calendar
year 2006,  with respect to the calendar  year of Closing,  shall be prorated to
the date of Closing, based upon actual days involved. By way of illustration and
not  limitation,  if Closing were to occur in September  2005, the 2004 calendar
year real  estate  and  personal  property  taxes  payable  in 2005 shall be the
responsibility of the applicable Seller, with the 2005 calendar year real estate
and  personal  property  taxes  payable  in  2006  being  prorated  between  the
applicable  Seller and  Purchaser to the date of Closing.  The proration of real
property taxes or installments  of assessments  shall be based upon the assessed
valuation and tax rate figures  (assuming  payment at the earliest time to allow
for the maximum  possible  discount) for the year in which the Closing occurs to
the extent the same are  available;  provided,  however,  that in the event that
actual  figures  (whether for the assessed value of such Property or for the tax
rate)  for the year of  Closing  are not  available  at the  Closing  Date,  the
proration  shall  be made  using  105% of the  assessed  valuation  and tax rate
figures from the preceding year (assuming  payment at the earliest time to allow
for the maximum possible  discount).  The proration of real or personal property
taxes  or  installments  of  assessments  shall  be  final  and not  subject  to
re-adjustment after Closing.



5.4.5  Property  Contracts.  Purchaser  shall assume at Closing the  obligations
under the Property Contracts assumed by Purchaser;  however,  operating expenses
shall be prorated under Section 5.4.2.



5.4.6 Leases.



5.4.6.1.....With  respect to each  Property,  all collected  rent (whether fixed
monthly rentals,  additional rentals,  escalation rentals,  retroactive rentals,
operating cost  pass-throughs or other sums and charges payable by Tenants under
the  Leases),  income and  expenses  from any  portion  of a  Property  shall be
prorated as of the Closing  Date  (prorated  for any partial  month).  Purchaser
shall receive all collected rent and income attributable to dates from and after
the Closing  Date.  Each Seller  shall  receive  all  collected  rent and income
attributable to dates prior to the Closing Date.  Notwithstanding the foregoing,
no prorations shall be made in relation to either (a) non-delinquent rents which
have  not  been  collected  as of the  Closing  Date,  or (b)  delinquent  rents
existing,  if any, as of the Closing Date (the foregoing (a) and (b) referred to
herein as the  "Uncollected  Rents").  In adjusting for  Uncollected  Rents,  no
adjustments  shall be made in a Seller's  favor for rents which have accrued and
are  unpaid as of the  Closing,  but  Purchaser  shall pay to such  Seller  such
accrued  Uncollected Rents as and when collected by Purchaser.  Purchaser agrees
to  bill  Tenants  of the  Properties  for  all  Uncollected  Rents  and to take
reasonable actions to collect Uncollected Rents. After the Closing,  each Seller
shall continue to have the right,  but not the  obligation,  in its own name, to
demand  payment of and to collect  Uncollected  Rents owed to such Seller by any
Tenant, which right shall include, without limitation,  the right to continue or
commence legal actions or proceedings against any Tenant and the delivery of the
Leases  Assignment  shall not  constitute  a waiver by any Seller of such right.
Purchaser agrees to cooperate with each Seller in connection with all efforts by
such Seller to collect  such  Uncollected  Rents and to take all steps,  whether
before or after the Closing Date, as may be necessary to carry out the intention
of the foregoing,  including,  without limitation,  the delivery to each Seller,
within 7 days  after a  written  request,  of any  relevant  books  and  records
(including,  without limitation, rent statements,  receipted bills and copies of
tenant  checks  used in  payment of such  rent),  the  execution  of any and all
consents or other documents, and the undertaking of any act reasonably necessary
for the collection of such Uncollected Rents by such Seller; provided,  however,
that Purchaser's obligation to cooperate with a Seller pursuant to this sentence
shall not  obligate  Purchaser  to  terminate  any Tenant Lease with an existing
Tenant or evict any existing Tenant from a Property. Notwithstanding anything in
this  provision to the contrary but subject to Seller's  right to demand payment
of and to collect Uncollected Rents in accordance with this Section, Purchaser's
obligation to collect Uncollected Rents shall be limited to Uncollected Rents of
not more  than 60 days past due and  Purchaser's  collection  of rents  shall be
applied,  first,  towards  current  rent due and owing  under the  Leases,  and,
second, to Uncollected Rents.



5.4.6.2.....At Closing, with respect to each Property, Purchaser shall receive a
credit against the applicable  Purchase Price in an amount equal to the received
and  unapplied  balance  of all  cash  (or  cash  equivalent)  Tenant  Deposits,
including,  but not limited to, security,  damage or other  refundable  deposits
required to be paid by any of the Tenants to secure their respective obligations
under the  Leases,  together,  in all cases,  with any  interest  payable to the
Tenants  thereunder as may be required by their respective Tenant Lease or state
law (the "Tenant Security Deposit Balance"). Any cash (or cash equivalents) held
by a Seller which  constitutes  the Tenant  Security  Deposit  Balance  shall be
retained by the applicable  Seller in exchange for the foregoing  credit against
the  applicable  Purchase  Price  and shall not be  transferred  by such  Seller
pursuant to this  Contract (or any of the documents  delivered at Closing),  but
the obligation with respect to the Tenant Security  Deposit Balance  nonetheless
shall be assumed by Purchaser.  The Tenant  Security  Deposit  Balance shall not
include  any  non-refundable  deposits  or fees paid by Tenants  to any  Seller,
either pursuant to the Leases or otherwise.



5.4.6.3.....With  respect to operating expenses,  taxes, utility charges,  other
operating cost pass-throughs,  retroactive rental  escalations,  sums or charges
payable by Tenants  under the Tenant  Leases for a Property,  to the extent that
the  applicable  Seller has  received as of the Closing  payments  allocable  to
periods  subsequent  to  Closing,  the same shall be properly  prorated  with an
adjustment in favor of Purchaser,  and Purchaser shall receive a credit therefor
at Closing for such Property. With respect to any payments received by Purchaser
after the  Closing  allocable  to a Seller  prior to  Closing,  Purchaser  shall
promptly pay the same to the applicable Seller.



5.4.7 Existing  Loan-Payoff  Properties.  This Section 5.4.7 shall be applicable
only  to  Payoff  Properties.  Purchaser  acknowledges  that  Purchaser  had the
opportunity to assume each Note for a Payoff Property or to cause  prepayment of
such Note at Closing (but in either event, Purchaser would pay the Lender Fees).
Purchaser has elected to cause the debt to be prepaid. Therefore, on the Closing
Date, a sufficient  amount of the proceeds of the Purchase Price will be used to
pay the outstanding  principal  balance of the applicable Note together with all
interest  accrued under such Note prior to the Closing Date (the "Loan Payoff"),
and Purchaser  shall pay all Lender Fees (subject to reduction from the Purchase
Price in accordance with Section 2.2). Any existing reserves, impounds and other
accounts  maintained in connection with the Loan shall be released in Good Funds
to the applicable  Seller unless credited by Lender against the amount due under
the Note.



5.4.8 Existing  Loan-Assumption  Property. This Section 5.4.8 is applicable only
to the  Assumption  Property.  The Seller of the  Assumption  Property  shall be
responsible  for all  principal  required to be paid under the terms of the Note
applicable  to the  Assumption  Property  prior to  Closing,  together  with all
interest accrued under such Note prior to Closing,  all of which may be a credit
against the  Purchase  Price for its  Property  as  provided  in Section  2.2.3.
Purchaser  shall be  responsible  for all  Assumption  Lender Fees and all other
fees, penalties, interest and other amounts due and owing under the Assumed Loan
Documents  as a result  of any Loan  Assumption  and  Release.  As set  forth in
Section 4.5.3, any existing reserves,  impounds and other accounts maintained in
connection  with the  applicable  Loan and required to be replaced by Purchaser,
shall be released in Good Funds to Seller at the Closing.



5.4.9  Insurance.  No proration shall be made in relation to insurance  premiums
and insurance policies will not be assigned to Purchaser.



5.4.10......Employees.  All of each Seller's and each Seller's manager's on-site
employees shall have their employment at the applicable  Property  terminated as
of the Closing Date.



5.4.11......Closing  Costs.  With respect to each Property,  Purchaser shall pay
any transfer, mortgage assumption (if applicable), sales, use, gross receipts or
similar taxes,  the cost of recording any instruments  required to discharge any
liens or encumbrances against such Property, any premiums or fees required to be
paid by  Purchaser  with  respect to the  applicable  Title  Policy  pursuant to
Section 4.1, and one-half of the  customary  closing  costs of the Escrow Agent.
Each  Seller  shall  pay the base  premium  for its Title  Policy to the  extent
required by Section  4.1,  and one-half of the  customary  closing  costs of the
Escrow Agent.



5.4.12......Utility  Contracts.  If any Seller has entered into an agreement for
the purchase of electricity,  gas or other utility service for its Property or a
group of properties  (including  such  Property) (a "Utility  Contract"),  or an
affiliate  of such  Seller has entered  into a Utility  Contract,  such  Utility
Contract  shall be  identified  on the Seller  Information  Schedule and, as set
forth on the Seller  Information  Schedule,  either (a)  Purchaser  either shall
assume the Utility Contract with respect to such Property, or (b) the reasonably
calculated costs of the Utility Contract  attributable to such Property from and
after the Closing shall be paid to the applicable Seller at the Closing and such
Seller shall remain responsible for payments under the Utility Contract.



5.4.13......Possession.  Possession  of each  Property,  subject to the  Leases,
Property  Contracts which are not identified as Terminated  Contracts during the
Feasibility  Period  (subject to the  limitations of Section 3.6), and Permitted
Exceptions,  shall be  delivered  to  Purchaser at the Closing upon release from
escrow of all items to be  delivered  by  Purchaser  pursuant  to  Section  5.3,
including,  without  limitation,  the applicable  Purchase  Price. To the extent
reasonably  available  to each  Seller,  originals  or copies of its  Leases and
Property Contracts, lease files, warranties, guaranties, operating manuals, keys
to the property, and such Seller's books and records relating to its Property to
be conveyed by such Seller (other than proprietary  information)  (collectively,
"Seller's Property-Related Files and Records") regarding the applicable Property
shall be made available to Purchaser at such Property  after the Closing.  Prior
to Closing,  Sellers shall be entitled to copy any of Seller's  Property-Related
Files and  Records,  and,  following  Closing,  shall be entitled to retain such
copies for Sellers' own use. With respect to any of Seller's  Related Files that
are not copied pursuant to the foregoing sentence,  if at any time after Closing
Purchaser desires to dispose of any Seller's Property-Related Files and Records,
Purchaser  must first provide the  applicable  Seller prior written  notice (the
"Records  Disposal  Notice").  Such Seller  shall have a period of 30 days after
receipt of the Records Disposal Notice to enter the applicable Property (or such
other  location  where such records are then stored) and remove or copy those of
Seller's Property-Related Files and Records that such Seller desires to retain.



5.4.14......Survival.  The  provisions  of this  Section  5.4 shall  survive the
Closing and delivery of the Deed to Purchaser.



5.5 Post  Closing  Adjustments.  In  general,  and  except as  provided  in this
Contract or the Closing Documents,  each Seller shall be entitled to all income,
and shall pay all  expenses,  relating to the  operation of its Property for the
period prior to the Closing Date and Purchaser  shall be entitled to all income,
and shall pay all  expenses,  relating to the operation of such Property for the
period  commencing  on and after the  Closing  Date.  Purchaser  or a Seller may
request that  Purchaser  and such Seller  undertake to re-adjust any item on the
Proration  Schedule  (or any item  omitted  therefrom)  in  accordance  with the
provisions  of Section 5.4 of this  Contract;  provided,  however,  that neither
party shall have any  obligation  to  re-adjust  any items for any  Property (a)
after the  expiration  of 90 days after  Closing,  or (b) subject to such 90-day
period,  unless such items exceed $5,000.00 in magnitude (either individually or
in the aggregate) with respect to such Property.  The provisions of this Section
5.5 shall survive the Closing and delivery of the Deeds to Purchaser.



                                   ARTICLE VI
            REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER



6.1 Seller's Representations. Except, in all cases, for any fact, information or
condition  disclosed  in the Title  Documents,  the  Permitted  Exceptions,  the
Property Contracts,  or the Materials,  or which is otherwise known by Purchaser
prior to the Closing, each Seller,  individually and severally with respect only
to itself and its Property,  represents  and warrants to Purchaser the following
(collectively,  the "Seller's  Representations") as of the Effective Date and as
of the Closing Date  (provided  that  Purchaser's  remedies if any such Seller's
Representations are untrue as of the Closing Date are limited to those set forth
in Section 8.1):



6.1.1 Such Seller is duly organized, validly existing and in good standing under
the laws of the  state of its  formation  set  forth on the  Seller  Information
Schedule;  and,  subject to Section  8.2.4,  and, with respect to the Assumption
Property and Abington I and Abington II, any approvals  required from the Lender
for a Loan  Assumption  and Release and from the Housing  Authority  for the HAP
Assumption, as applicable, has or at the Closing shall have the entity power and
authority  to sell and convey its  Property  and to execute the  documents to be
executed by such Seller and prior to the Closing will have taken as  applicable,
all  corporate,  partnership,  limited  liability  company or equivalent  entity
actions  required  for the  execution  and  delivery of this  Contract,  and the
consummation of the transactions  contemplated by this Contract.  The compliance
with or fulfillment  of the terms and conditions  hereof will not conflict with,
or result in a breach of, the terms,  conditions or provisions of, or constitute
a default  under,  any contract to which such Seller is a party or by which such
Seller is  otherwise  bound,  which  conflict,  breach or  default  would have a
material  adverse affect on such Seller's  ability to consummate the transaction
contemplated by this Contract or on the Property. Subject to Section 8.2.4, this
Contract is a valid,  binding and enforceable  agreement  against such Seller in
accordance with its terms;



6.1.2  Other than the  Leases,  such  Seller's  Property  is not  subject to any
written lease executed by such Seller or, to such Seller's knowledge,  any other
possessory interests of any person;



6.1.3 Such Seller is not a "foreign person," as that term is used and defined in
the Internal Revenue Code, Section 1445, as amended;



6.1.4  Except as set forth on the Seller  Information  Schedule  and for (a) any
actions by such  Seller to evict  Tenants  under its  Leases,  or (b) any matter
covered  by such  Seller's  current  insurance  policy(ies),  to  such  Seller's
knowledge,  there  are  no  actions,  proceedings,  litigation  or  governmental
investigations or condemnation actions either pending or threatened against such
Seller's Property;



6.1.5 To such  Seller's  knowledge,  such  Seller has not  received  any written
notice from a  governmental  agency of any uncured  material  violations  of any
federal,  state,  county or  municipal  law,  ordinance,  order,  regulation  or
requirement affecting such Seller's Property; and



6.1.6 To such  Seller's  knowledge,  such  Seller has not  received  any written
notice  of any  material  default  by  such  Seller  under  any of its  Property
Contracts that will not be terminated on the Closing Date.



6.1.7 To the  knowledge  of such Seller,  the Rent Roll (as updated  pursuant to
Section 5.2.11) for such Seller's Property is accurate in all material respects.



6.1.8 With  respect to such Seller no  Bankruptcy/Dissolution  Event (as defined
herein) has occurred  with respect to (a) such Seller;  or (b) to such  Seller's
knowledge,  any general partner of such Seller.  "Bankruptcy/Dissolution  Event"
means the occurrence of any of the  following:  (a) the  commencement  of a case
under Title 11 of the U.S.  Code, as now  constituted or hereafter  amended,  or
under any other applicable federal or state bankruptcy law or other similar law;
(b) the  appointment of a trustee or receiver of any property  interest;  (c) an
assignment for the benefit of creditors;  (d) an attachment,  execution or other
judicial seizure of a substantial property interest;  (e) the taking of, failure
to take,  or  submission  or any  action  indicating  an  inability  to meet its
financial obligations as they accrue; or (f) a dissolution or liquidation, death
or incapacity;



6.1.9 Such Seller has not  intentionally  omitted or eliminated  any items which
otherwise  would be  required  to be  delivered  by such  Seller  as part of the
Materials;



6.1.10......To such Seller's  knowledge:  (A) no hazardous or toxic materials or
other substances regulated by applicable federal or state environmental laws are
stored by such Seller on, in or under such Seller's Property in quantities which
violate  applicable  laws governing  such materials or substances,  and (B) such
Seller's  Property  is not  used by such  Seller  for  the  storage,  treatment,
generation  or  manufacture  of  any  hazardous  or  toxic  materials  or  other
substances in a manner which would constitute a violation of applicable  federal
or state environmental laws;



6.1.11......With  respect to such  Seller's  Property,  there are no  apartments
occupied by any employees of such Seller,  Property Manager or AIMCO, except (a)
if such occupant is paying substantially market rent for such apartment,  or (b)
as set forth on Schedule 6.1.11; and



6.1.12......Except  for any employment  agreements which would not be binding on
Purchaser  after  the  Closing,  there  are no  collective  bargaining  or other
employment  agreements with respect to the personnel  employed by such Seller in
the operation and maintenance of such Seller's Property.



6.1.13......With  respect  to  a  Seller's  Property  located  in  Indiana,  the
transactions  contemplated  by this  Contract  are not  subject  to the  Indiana
Responsible  Property  Transfer Law (Ind.  Code  13-25-3-1 et seq.) because such
Property does not constitute  "property" as such term is used and defined in the
Indiana Responsible Property Transfer Law.



6.2 AS-IS.  Except for  Seller's  Representations,  each  Property is  expressly
purchased  and sold "AS IS," "WHERE  IS," and "WITH ALL  FAULTS."  The  Purchase
Price for each  Property and the terms and  conditions  set forth herein are the
result of arm's-length bargaining between entities familiar with transactions of
this kind, and said price,  terms and conditions reflect the fact that Purchaser
shall have the benefit of, and is not relying upon, any information  provided by
Sellers  or Broker or  statements,  representations  or  warranties,  express or
implied,  made by or enforceable directly against Sellers or Broker,  including,
without limitation,  any relating to the value of any Property,  the physical or
environmental  condition of any Property,  any state,  federal,  county or local
law,  ordinance,  order or permit;  or the  suitability,  compliance  or lack of
compliance of any Property with any regulation, or any other attribute or matter
of or relating to any Property  (other than any covenants of title  contained in
the Deed conveying a Property and Seller's  Representations with respect to such
Property).  Purchaser  agrees that Sellers shall not be responsible or liable to
Purchaser for any defects,  errors or omissions, or on account of any conditions
affecting the  Properties.  Purchaser,  its successors  and assigns,  and anyone
claiming by, through or under Purchaser,  hereby fully releases each of Seller's
Indemnified Parties from, and irrevocably waives its right to maintain,  any and
all  claims  and  causes  of  action  that it or they may now have or  hereafter
acquire  against any  Seller's  Indemnified  Parties with respect to any and all
Losses  arising  from or  related to any  defects,  errors,  omissions  or other
conditions affecting the Properties.  Purchaser represents and warrants that, as
of the date hereof and as of the Closing  Date,  it has and shall have  reviewed
and conducted such independent analyses, studies (including, without limitation,
environmental  studies and analyses  concerning the presence of lead,  asbestos,
water intrusion and/or fungal growth and any resulting damage, PCBs and radon in
and about the Properties),  reports,  investigations and inspections as it deems
appropriate  in  connection  with the  Properties.  If  Sellers  provide or have
provided any  documents,  summaries,  opinions or work  product of  consultants,
surveyors, architects,  engineers, title companies,  governmental authorities or
any other person or entity with respect to the  Properties,  including,  without
limitation,  the offering  prepared by Broker,  Purchaser and Sellers agree that
Sellers  have done so or shall do so only for the  convenience  of the  parties,
Purchaser  shall not rely thereon and the  reliance by  Purchaser  upon any such
documents,  summaries, opinions or work product shall not create or give rise to
any liability of or against any Seller's  Indemnified  Parties.  Purchaser shall
rely only upon any title  insurance  obtained by Purchaser with respect to title
to the Properties.  Purchaser acknowledges and agrees that no representation has
been made and no  responsibility  is assumed by Sellers  with respect to current
and future  applicable zoning or building code requirements or the compliance of
the  Properties  with any other laws,  rules,  ordinances  or  regulations,  the
financial   earning   capacity  or  expense  history  of  the  Properties,   the
continuation of contracts,  continued occupancy levels of the Properties, or any
part thereof,  or the continued  occupancy by tenants of any Leases or,  without
limiting  any of the  foregoing,  occupancy at Closing.  Prior to Closing,  each
Seller  shall  have the right,  but not the  obligation,  to enforce  its rights
against any and all of its  Property  occupants,  guests or  tenants.  Purchaser
agrees that the departure or removal,  prior to Closing,  of any of such guests,
occupants or tenants  shall not be the basis for, nor shall it give rise to, any
claim on the part of Purchaser, nor shall it affect the obligations of Purchaser
under this Contract in any manner  whatsoever;  and Purchaser  shall close title
and accept  delivery  of the  applicable  Deed with or without  such  tenants in
possession  and without any  allowance or reduction in the  applicable  Purchase
Price under this Contract.  Purchaser  hereby releases  Sellers from any and all
claims and liabilities relating to the foregoing matters. The provisions of this
Section 6.2 shall survive the Closing and delivery of the Deeds to Purchaser.



6.3  Survival of Seller's  Representations.  Sellers  and  Purchaser  agree that
Seller's  Representations  shall  survive  Closing for a period of 9 months (the
"Survival  Period").  No Seller shall have liability  after the Survival  Period
with respect to any of its Seller's  Representations  contained herein except to
the extent that Purchaser has requested  arbitration  against such Seller during
the Survival  Period for breach of any of such  Seller's  Representations.  Each
Seller shall be liable only for the breach of its own Seller's  Representations.
Under no circumstances  shall Sellers in aggregate  (together with the "sellers"
under the Related  Contracts) be liable to Purchaser for more than $1,000,000.00
in any  individual  instance or in the  aggregate,  under this  Contract and the
Related Contracts, for all breaches of Seller's Representations by all "Sellers"
under this  Contract  and the Related  Contracts;  provided,  however,  that the
foregoing  $1,000,000.00 cap shall reduce on a pro rata basis (based on relevant
purchase  prices) when and if this  Contract or any of the Related  Contracts is
terminated  with respect to one or more of the  properties  to be sold  pursuant
thereto.  For example (but not by way of  limitation),  if the purchase price of
the terminated  property is $12,000,000 and the aggregate purchase price for all
of the properties under this Contract and the Related  Contracts is $61,000,000,
then the  foregoing  cap  would  be  reduced  by an  amount  equal  to  (12/61 x
$1,000,000),  or $196,721, to a revised cap of $803,279.  Purchaser shall not be
entitled to bring any claim for a breach of Seller's  Representations unless the
claim for damages  (either in the  aggregate or as to any  individual  claim) by
Purchaser for a Property exceeds $5,000. In the event that a Seller breaches any
representation  contained  in Section 6.1 and  Purchaser  had  knowledge of such
breach prior to the Closing Date,  Purchaser  shall be deemed to have waived any
right of recovery,  and such Seller shall not have any  liability in  connection
therewith.



6.4 Definition of Seller's  Knowledge.  Any  representations and warranties made
"to the  knowledge  of such  Seller"  shall  not be  deemed to imply any duty of
inquiry. For purposes of this Contract, the term Seller's "knowledge" shall mean
and refer only to actual  knowledge  of the  Regional  Property  Manager of such
Seller  and  shall  not be  construed  to refer to the  knowledge  of any  other
partner, officer, director, agent, employee or representative of such Seller, or
any affiliate of such Seller,  or to impose upon such Regional  Property Manager
any duty to investigate the matter to which such actual knowledge or the absence
thereof  pertains,  or  to  impose  upon  such  Regional  Property  Manager  any
individual personal liability.



6.5  Representations  And  Warranties Of Purchaser.  For the purpose of inducing
Sellers to enter into this Contract and to  consummate  the sale and purchase of
the  Properties in accordance  herewith,  Purchaser  represents  and warrants to
Sellers the following as of the Effective Date and as of the Closing Date:



6.5.1 Purchaser is a limited liability company duly organized,  validly existing
and in good standing under the laws of Illinois.



6.5.2  Purchaser,  acting  through  any of  its  or  their  duly  empowered  and
authorized officers or members,  has all necessary entity power and authority to
own and use its  properties and to transact the business in which it is engaged,
and has full power and  authority  to enter into this  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform  its  obligations  hereunder;  and no  consent  of  any  of  Purchaser's
partners, directors, officers or members are required to so empower or authorize
Purchaser. The compliance with or fulfillment of the terms and conditions hereof
will not  conflict  with,  or result in a breach of, the  terms,  conditions  or
provisions of, or constitute a default under, any contract to which Purchaser is
a party or by which  Purchaser is otherwise  bound,  which  conflict,  breach or
default  would  have  a  material  adverse  affect  on  Purchaser's  ability  to
consummate the  transaction  contemplated  by this Contract.  This Contract is a
valid,  binding and enforceable  agreement  against Purchaser in accordance with
its terms.



6.5.3 No pending or, to the knowledge of Purchaser, threatened litigation exists
which  if  determined   adversely   would  restrain  the   consummation  of  the
transactions  contemplated by this Contract or would declare illegal, invalid or
non-binding any of Purchaser's obligations or covenants to Sellers.



6.5.4  Other  than  Seller's  Representations,  Purchaser  has not relied on any
representation  or  warranty  made by Sellers or any  representative  of Sellers
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Properties.



6.5.5 The Broker and its  affiliates  do not, and will not at the Closing,  have
any  direct or  indirect  legal,  beneficial,  economic  or voting  interest  in
Purchaser  (or in an  assignee of  Purchaser,  which  pursuant to Section  13.3,
acquires any Property at the  Closing),  nor has  Purchaser or any  affiliate of
Purchaser  granted (as of the Effective  Date or the Closing Date) the Broker or
any of its  affiliates  any right or option to acquire  any  direct or  indirect
legal, beneficial, economic or voting interest in Purchaser.



6.5.6 Purchaser is not a Prohibited Person.



6.5.7 To Purchaser's knowledge, none of its investors,  affiliates or brokers or
other agents (if any),  acting or benefiting in any capacity in connection  with
this Contract is a Prohibited Person.



6.5.8 The funds or other assets  Purchaser will transfer to Seller under to this
Contract  are not the  property  of,  or are  beneficially  owned,  directly  or
indirectly, by a Prohibited Person.



6.5.9 The funds or other  assets  Purchaser  will  transfer to Seller under this
Contract are not the proceeds of  specified  unlawful  activity as defined by 18
U.S.C. ss. 1956(c)(7).



      The  provisions of this Section 6.5 shall survive the Closing and delivery
of the Deed to Purchaser.



                                  ARTICLE VII
                           OPERATION OF THE PROPERTIES



7.1 Leases and Property Contracts.  During the period of time from the Effective
Date to the Closing  Date,  in the ordinary  course of business each Seller may,
with respect to its  Property,  enter into new Property  Contracts,  new Leases,
renew existing Leases or modify, terminate or accept the surrender or forfeiture
of any of the Leases, modify any Property Contracts,  or institute and prosecute
any available  remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, each Seller
agrees that any such new Property  Contracts or any new or renewed  Leases shall
not have a term in  excess  of 1 year (or such  longer  period of time for which
such  Property  Contracts  or  Leases  are  entered  into by such  Seller in the
ordinary  course of its  operation of its  Property)  without the prior  written
consent  of  Purchaser,  which  consent  shall  not  be  unreasonably  withheld,
conditioned  or  delayed.  With  respect to the Leases and  Property  Contracts,
Sellers also covenant as follows:



7.1.1 After the expiration of the  Feasibility  Period,  Sellers will only enter
into new Property Contracts to the extent such Property Contracts are terminable
upon 30 days' prior written notice.



7.1.2 After the expiration of the  Feasibility  Period,  Sellers will materially
comply with all Property Contracts.



7.1.3 No later than 5 days prior to the  expiration of the  Feasibility  Period,
each Seller will deliver to  Purchaser  an updated  Rent Roll for its  Property,
and,  no later  than 5 days after the end of each  calendar  month  between  the
expiration  of the  Feasibility  Period and the Closing  Date,  each Seller will
provide Purchaser with an updated Rent Roll for each of its Property;  provided,
however,  that the content of any updated Rent Roll  delivered  pursuant to this
Section 7.1.3 shall in no event expand or modify the  conditions to  Purchaser's
obligation to close as specified under Section 8.1.



7.2   General Operation of Property.



7.2.1  Except as  specifically  set forth in this  Article 7, each Seller  shall
operate  its  Property  after  the  Effective  Date in the  ordinary  course  of
business,  and except as necessary in such Seller's  sole  discretion to address
(a) any life or safety  issue at its  Property or (b) any other  matter which in
such  Seller's  reasonable  discretion  materially  adversely  affects  the use,
operation  or value of such  Property,  such Seller  will not make any  material
alterations  to its  Property  or remove  any  material  Fixtures  and  Tangible
Personal  Property  without the prior written consent of Purchaser which consent
shall  not be  unreasonably  withheld,  denied  or  delayed.  Each  Seller  also
covenants as follows from and after the expiration of the Feasibility Period:



7.2.1.1.....Such  Seller agrees to maintain its existing  insurance policies (or
replacement  policies on comparable  terms)  covering its Property in full force
and effect through the Closing Date.



7.2.1.2.....In  accordance  with such Seller's  ordinary course of business with
respect to the Property,  such Seller shall make necessary reasonable repairs to
its Property and keep its Property in substantially the same condition as of the
expiration  of the  Feasibility  Period,  ordinary  wear and tear,  casualty and
condemnation  excepted and subject to the  provisions  of Article 11 and Article
12; provided, however, that the foregoing covenant shall not obligate any Seller
in any manner to upgrade or make capital improvements to Property.



7.2.1.3.....Such  Seller will not sell or otherwise  dispose of any Fixtures and
Tangible  Personal  Property  except in the  ordinary  course  of such  Seller's
business.



7.2.2 Each Seller  agrees  that,  with  respect its  Property,  at the  Closing,
Purchaser  shall receive a credit  against the Purchase Price in an amount equal
to the product of (a) the number of Tenant Units at such  Property  that,  as of
the  Closing  Date,  have  been  vacant  for  more  than 7 days  and  are not in
Rent-Ready Condition, and (b) $400.



7.3 Liens.  Other than utility  easements and temporary  construction  easements
granted by a Seller in the ordinary  course of business,  each Seller  covenants
that it will not  voluntarily  create or cause any lien or encumbrance to attach
to its  Property  between the  Effective  Date and the Closing  Date (other than
Leases and  Property  Contracts  as  provided in Section  7.1) unless  Purchaser
approves such lien or  encumbrance,  which  approval  shall not be  unreasonably
withheld  or  delayed.  If  Purchaser  approves  any  such  subsequent  lien  or
encumbrance,  the same shall be deemed a Permitted  Encumbrance for all purposes
hereunder.



                                  ARTICLE VIII
                         CONDITIONS PRECEDENT TO CLOSING



8.1 Purchaser's Conditions to Closing. Subject to the provisions of this Section
8.1,  Purchaser's  obligation to close under this Contract,  shall be subject to
and conditioned upon the fulfillment of each and all of the following conditions
precedent:



8.1.1 All of the  documents  required to be delivered by Sellers to Purchaser at
the  Closing  pursuant  to the  terms  and  conditions  hereof  shall  have been
delivered;



8.1.2 Each of Seller's  Representations shall be true in all material respects
as of the Closing Date;



8.1.3 Each Seller  shall have  complied  with,  fulfilled  and  performed in all
material  respects each of the  covenants,  terms and  conditions to be complied
with, fulfilled or performed by such Seller hereunder; and



8.1.4 No Seller nor any of Seller's  general  partners  shall be a debtor in any
bankruptcy  proceeding  nor shall have been in the last 6 months a debtor in any
bankruptcy proceeding.



8.1.5 Title Insurer shall be prepared to issue the Title Policy  subject only to
the Permitted Exceptions and the payment of any applicable fees and charges.



      Notwithstanding anything to the contrary, there are no other conditions on
Purchaser's  obligation  to Close except as expressly  set forth in this Section
8.1.



      If any condition set forth in Sections 8.1.1, 8.1.2, 8.1.3 or 8.1.4 is not
met,  Purchaser  may (a) waive any of the  foregoing  conditions  and proceed to
Closing on the Closing Date with no offset or deduction  from the Purchase Price
for any Property, or (b) notify Seller's Representative (a "Termination Notice")
in writing of  Purchaser's  decision to terminate this Contract for the Property
for which there was such a failure of  condition or default and receive a return
of the  Applicable  Share of the  Deposit  from the  Escrow  Agent  (subject  to
Purchaser's obligation under Section 3.5.2 to return all Third-Party Reports and
Required Return Documents provided to Purchaser as a pre-condition to the return
of the Materials Security Deposit, or, if the Applicable Share of the Deposit is
less than the Materials  Security  Deposit,  as a condition to the return of the
Applicable  Share  of  the  Deposit).  If  Seller's  Representative  receives  a
Termination  Notice,  Seller's  Representative may, within 3 Business Days after
receiving  the   Termination   Notice,   give   Purchaser   written   notice  (a
"Reinstatement   Notice")  that  Purchaser  either  must  purchase  all  of  the
Properties  or  terminate  this  Contract for all of the  Properties.  Purchaser
shall,  within 3 Business  Days after  receiving a  Reinstatement  Notice,  give
Seller's  Representative written notice of whether it desires to purchase all of
the Properties or terminate this Contract in its entirety;  Purchaser's  failure
to  provide  Seller's  Representative  with  written  notice  that it desires to
terminate this Contract in its entirety shall be deemed Purchaser's  decision to
purchase all of the Properties.



8.2 Sellers'  Conditions to Closing.  Without  limiting any of the rights of any
Seller  elsewhere  provided for in this  Contract,  each Seller's  obligation to
close with respect to  conveyance of its Property  under this Contract  shall be
subject to and conditioned upon the fulfillment of each and all of the following
conditions precedent:



8.2.1 All of the  documents  and funds  required to be delivered by Purchaser to
Seller at the Closing  pursuant to the terms and  conditions  hereof  shall have
been delivered;



8.2.2  Each  of the  representations,  warranties  and  covenants  of  Purchaser
contained herein shall be true in all material respects as of the Closing Date;



8.2.3  Purchaser  shall have  complied  with,  fulfilled  and  performed  in all
material  respects each of the  covenants,  terms and  conditions to be complied
with, fulfilled or performed by Purchaser hereunder;



8.2.4 Such Seller shall have received all consents,  documentation and approvals
necessary to consummate  and facilitate the  transactions  contemplated  hereby,
including,  without  limitation,  a tax free exchange  pursuant to Section 13.19
(and the amendment of such Seller's (or such Seller's affiliates' partnership or
other  organizational  documents  in  connection  therewith)  (a) from  Seller's
unaffiliated  partners,  members,  managers,  shareholders  or  directors to the
extent required by Seller's (or Seller's affiliates')  organizational documents,
and (b) as required by law. If a Seller fails to obtain any consents required by
Section  8.2.4(a)  hereof,  and this Contract is terminated with respect to such
Seller's Property and such Property is not conveyed to Purchaser because of such
failures,   then  each  Seller  shall  pay   Purchaser  its  direct  and  actual
out-of-pocket  expenses and costs (documented by paid invoices to third parties)
in connection  with its Property for which this Contract has been so terminated,
which  damages  shall not exceed  $25,000  (individually)  for each  Property so
terminated.



8.2.5 With respect to the Assumption Property,  the applicable Loan Assumption
and Release shall have occurred;



8.2.6 With respect to Williamsburg on the Lake,  Abington I and Abington II, HAP
Approval is obtained and the HAP Assumption occurs; and



8.2.7 There shall not be pending or, to the knowledge of either Purchaser or the
applicable Seller, any litigation or threatened  litigation which, if determined
adversely,   would  restrain  the   consummation  of  any  of  the  transactions
contemplated by this Contract or declare  illegal,  invalid or nonbinding any of
the covenants or obligations of the Purchaser.



      If any of the  foregoing  conditions  in Sections  8.2.1  through 8.2.4 or
8.2.7 to a Seller's  obligation  to close  with  respect  to  conveyance  of its
Property  under this  Contract are not met, such Seller may (a) waive any of the
foregoing  conditions  and proceed to Closing on the Closing Date, (b) terminate
this Contract  either in its entirety or with respect to its  Property,  and, if
such failure  constitutes a default by  Purchaser,  exercise any of its remedies
under  Section 10.1.  If a Seller  terminates  this Contract with respect to its
Property,  the remaining  Sellers may elect either to terminate this Contract or
proceed to close the remaining  Properties.  The termination of this Contract by
any Seller  pursuant to this Section 8.2 shall be  exercised  by written  notice
from  Seller's  Representative  to  Purchaser by 12:00 p.m. (of the time zone in
which the Escrow Agent is located) of the Closing Date.



      If the  conditions  set forth in Sections 8.2.5 or 8.2.6 are not satisfied
on or before the Closing  Date,  then Sellers shall have the rights set forth in
Section 4.6.9.



      Notwithstanding  anything in this Contract to the contrary,  if any of the
conditions  set forth in this Section 8.2 are not satisfied  with respect to the
sale of Abington  I, then the  conditions  precedent  to the sale of Abington II
shall be deemed not to have been satisfied for either Purchaser or Sellers,  and
if any of the  conditions  set forth in this Section 8.2 are not satisfied  with
respect to the sale of Abington II, then the conditions precedent to the sale of
Abington I shall be deemed not to have been  satisfied  for either  Purchaser or
Sellers,  unless the same are waived in the sole and absolute  discretion of the
Purchaser and Sellers of Abington I and Abington II. Notwithstanding anything in
this Contract to the contrary,  neither Seller of either Abington I nor Abington
II shall be obligated to sell their  respective  Property unless  simultaneously
therewith both Properties are acquired by Purchaser,  and Purchaser shall not be
obligated  to purchase  either  Abington I or Abington II unless  simultaneously
therewith both Properties are sold to Purchaser by their respective Sellers.



                                   ARTICLE IX
                                    BROKERAGE



9.1 Indemnity. Each Seller, severally and individually,  represents and warrants
to  Purchaser  that it has dealt  only with  Marcus &  Millichap,  101 West Ohio
Street,  15th Floor,  Indianapolis,  Indiana 46204 ("Broker") in connection with
this  Contract.  Each Seller,  severally and  individually,  and Purchaser  each
represents and warrants to the other that,  other than Broker,  it has not dealt
with or utilized the services of any other real estate  broker,  sales person or
finder in  connection  with this  Contract,  and each party agrees to indemnify,
hold  harmless,  and, if requested in the sole and  absolute  discretion  of the
indemnitee,  defend (with counsel  approved by the  indemnitee)  the other party
from and against all Losses relating to brokerage  commissions and finder's fees
arising from or attributable to the acts or omissions of the indemnifying party.
The  provisions  of this  Section  9.1 shall  survive  the  termination  of this
Contract,  and if not so  terminated,  the Closing and  delivery of the Deeds to
Purchaser.



9.2   Broker  Commission.  If the Closing  occurs,  each Seller  agrees to pay
Broker a  commission  according  to the terms of a separate  contract.  Broker
shall not be deemed a party or third party beneficiary of this Contract.



9.3 Broker Signature Page. As a condition to each Seller's obligation to pay the
commission  pursuant to Section 9.2, Broker shall execute the signature page for
Broker  attached  hereto solely for purposes of confirming the matters set forth
therein;  provided,  however,  that (a) Broker's signature hereon shall not be a
prerequisite  to the binding  nature of this  Contract on Purchaser and Sellers,
and the same shall  become fully  effective  upon  execution  by  Purchaser  and
Sellers,  and (b) the  signature  of Broker will not be  necessary  to amend any
provision of this Contract.



                                   ARTICLE X
                              DEFAULTS AND REMEDIES



10.1 Purchaser Default.  If Purchaser  defaults in its obligations  hereunder to
(a) deliver the Initial  Deposit or Additional  Deposit (or any other deposit or
payment required of Purchaser hereunder),  (b) deliver to Sellers the deliveries
specified under Section 5.3 on the date required thereunder,  or (c) deliver the
Purchase Price for each Property at the time required by Section 2.2.4 and close
on the purchase of the  Properties on the Closing Date,  then,  immediately  and
without  notice or cure,  Purchaser  shall  forfeit the Deposit,  and the Escrow
Agent shall  deliver the  Applicable  Share of the Deposit to each  Seller,  and
neither  party shall be  obligated  to proceed with the purchase and sale of the
Properties.  If,  Purchaser  defaults  in  any  of  its  other  representations,
warranties or obligations  under this Contract,  and such default  continues for
more than 10 days  after  written  notice  from  Seller's  Representative,  then
Purchaser  shall  forfeit the Deposit,  and the Escrow  Agent shall  deliver the
Applicable  Share of the  Deposit to each  Seller,  and  neither  party shall be
obligated  to proceed  with the  purchase  and sale of the  Property;  provided,
however,  if the  Purchaser  default  is not  capable of being  cured,  does not
preclude  Purchaser  from Closing (and  Purchaser is ready,  willing and able to
timely Close), and does not materially adversely affect Seller or the ownership,
operation or  maintenance  of any Property (or create any  liability or Loss for
any Seller or any  Property),  then such  default  shall not  permit  Sellers to
retain the Deposit if they  terminate  this  Contract  because of such  default.
Deposit is  liquidated  damages  and  recourse  to the  Deposit  is,  except for
Purchaser's indemnity and confidentiality  obligations hereunder,  Sellers' sole
and  exclusive  remedy for  Purchaser's  failure to perform  its  obligation  to
purchase the  Properties  or breach of a  representation  or  warranty.  Sellers
expressly waive the remedies of specific  performance and additional damages for
such default by  Purchaser.  SELLERS AND  PURCHASER  ACKNOWLEDGE  THAT  SELLERS'
DAMAGES  WOULD BE DIFFICULT TO  DETERMINE,  AND THAT THE DEPOSIT IS A REASONABLE
ESTIMATE  OF  SELLERS'  DAMAGES  RESULTING  FROM A DEFAULT BY  PURCHASER  IN ITS
OBLIGATION  TO PURCHASE THE PROPERTY.  SELLERS AND PURCHASER  FURTHER AGREE THAT
THIS  SECTION 10.1 IS INTENDED TO AND DOES  LIQUIDATE  THE AMOUNT OF DAMAGES DUE
SELLERS,  AND SHALL BE SELLERS' EXCLUSIVE REMEDY AGAINST PURCHASER,  BOTH AT LAW
AND IN  EQUITY,  ARISING  FROM  OR  RELATED  TO A  BREACH  BY  PURCHASER  OF ITS
OBLIGATION TO CONSUMMATE THE TRANSACTIONS  CONTEMPLATED BY THIS CONTRACT,  OTHER
THAN WITH  RESPECT TO  PURCHASER'S  INDEMNITY  AND  CONFIDENTIALITY  OBLIGATIONS
HEREUNDER.



10.2  Seller  Default.  If a  Seller,  prior  to the  Closing,  defaults  in its
representations,  warranties,  covenants,  or  obligations  under this Contract,
including  to sell its  Property as required by this  Contract  and such default
continues for more than 10 days after written  notice from  Purchaser,  then, at
Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may
either (a) seek specific  performance of the defaulting Seller's  obligations to
deliver its Deed  pursuant to this  Contract  (but not  damages),  or (b) give a
Termination  Notice  to  Seller's  Representative  of  Purchaser's  decision  to
terminate  this Contract for the Property for which there was such a default and
receive a return of the  Applicable  Share of the Deposit  from the Escrow Agent
(subject to Purchaser's obligation under Section 3.5.2 to return all Third-Party
Reports and Required Return  Documents  provided to Purchaser as a pre-condition
to the return of the Materials Security Deposit,  or, if the Applicable Share of
the Deposit is less than the Materials  Security Deposit,  as a condition to the
return of the  Applicable  Share of the  Deposit).  If  Seller's  Representative
receives a Termination  Notice,  Seller's  Representative may, within 3 Business
Days after  receiving the  Termination  Notice,  give Purchaser a  Reinstatement
Notice that  Purchaser  either must purchase all of the  Properties or terminate
this Contract for all of the Properties.  (If Seller's  Representative  fails to
respond to the Termination  Notice (or to give a  Reinstatement  Notice) Sellers
shall be deemed to have agreed to sell all  Properties  except the  Property for
which the Termination Notice was given.) Purchaser shall, within 3 Business Days
after receiving a Reinstatement  Notice, give Seller's  Representative notice of
whether it desires to purchase all of the  Properties or terminate this Contract
in its entirety;  Purchaser's failure to provide Seller's  Representative notice
that it desires to  terminate  this  Contract  in its  entirety  shall be deemed
Purchaser's  decision to purchase  all of the  Properties.  If this  Contract is
terminated in whole or in part,  Purchaser shall recover the Applicable Share of
Deposit for the terminated  Properties (subject to Purchaser's  obligation under
Section 3.5.2 to return all Third-Party  Reports and Required  Return  Documents
provided to Purchaser as a pre-condition to the return of the Materials Security
Deposit,  or, if the Applicable  Share of the Deposit is less than the Materials
Security  Deposit,  as a condition to the return of the Applicable  Share of the
Deposit) and Purchaser may recover, as its sole recoverable damages (but without
limiting its right to receive a refund of the Applicable  Share of the Deposit),
its direct and  actual  out-of-pocket  expenses  and costs  (documented  by paid
invoices to third  parties) in  connection  with the  Properties  for which this
Contract  has been  terminated,  which  damages  shall not  exceed in  aggregate
$200,000  under this  Contract  and the  Related  Contracts,  in the  aggregate;
provided,  however,  that the foregoing  $200,000 cap shall reduce on a pro rata
basis (in accordance with relative purchase prices) when and if this Contract or
any of the Related  Contracts is  terminated  with respect to one or more of the
properties  to be  sold  pursuant  thereto.  For  example  (but  not  by  way of
limitation), if the purchase price of the terminated property is $12,000,000 and
the aggregate  purchase price for all of the properties  under this Contract and
the Related Contracts is $61,000,000, then the foregoing cap would be reduced by
an amount equal to (12/61 x $200,000), or $39,344, to a revised cap of $160,656.
If this  Contract is terminated  in whole or in part,  Purchaser  agrees that it
shall promptly deliver to each Seller an assignment of all of Purchaser's right,
title and interest in and to (together with  possession of) all plans,  studies,
surveys,  reports,  and other materials (other than Purchaser's  attorney's work
product) paid for with the out-of-pocket expenses reimbursed by Sellers pursuant
to the foregoing sentence. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION
10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE  PURCHASER  AND THE
REMEDIES  AVAILABLE TO  PURCHASER,  AND SHALL BE  PURCHASER'S  EXCLUSIVE  REMEDY
AGAINST  SELLERS,  BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH
BY ANY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION
TO  CONSUMMATE  THE  TRANSACTIONS   CONTEMPLATED  BY  THIS  CONTRACT.  UNDER  NO
CIRCUMSTANCES  MAY  PURCHASER  SEEK  OR BE  ENTITLED  TO  RECOVER  ANY  SPECIAL,
CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH PURCHASER
SPECIFICALLY   WAIVES,  FROM  SELLERS  FOR  ANY  BREACH  BY  A  SELLER,  OF  ITS
REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT.
PURCHASER  SPECIFICALLY  WAIVES  THE RIGHT TO FILE ANY LIS  PENDENS  OR ANY LIEN
AGAINST  ANY  PROPERTY  UNLESS  AND  UNTIL IT HAS  IRREVOCABLY  ELECTED  TO SEEK
SPECIFIC  PERFORMANCE  OF THIS  CONTRACT  AND HAS FILED AN ACTION  SEEKING  SUCH
REMEDY.



                                   ARTICLE XI
                            RISK OF LOSS OR CASUALTY



11.1 Major  Damage.  If a Property  is  damaged  or  destroyed  by fire or other
casualty prior to Closing,  and the cost of repair is more than  $300,000,  then
the  applicable  Seller  shall  have no  obligation  to  repair  such  damage or
destruction and shall notify  Purchaser in writing of such damage or destruction
(the "Damage Notice").  Within 10 days after  Purchaser's  receipt of the Damage
Notice,  Purchaser may elect at its option to give a Termination  Notice for the
damaged Property to Seller's Representative. If Seller's Representative receives
a Termination Notice,  Seller's Representative may, within 3 Business Days after
receiving the Termination  Notice,  give Purchaser a  Reinstatement  Notice that
Purchaser  either must purchase all of the Properties or terminate this Contract
for all of the  Properties.  Purchaser  shall,  within  3  Business  Days  after
receiving a Reinstatement Notice, give Seller's Representative notice of whether
it desires to purchase all of the  Properties or terminate  this Contract in its
entirety;  Purchaser's failure to provide Seller's Representative notice that it
desires to terminate this Contract in its entirety  shall be deemed  Purchaser's
decision to purchase all of the Properties.  If this Contract is not terminated,
this  transaction  shall be closed in accordance with the terms of this Contract
for the full Purchase Price for the damaged  Property  notwithstanding  any such
damage or  destruction  and  Purchaser  shall  receive  all  insurance  proceeds
pertaining  thereto (plus a credit against the applicable  Purchase Price in the
amount  of  any  deductible  payable  by the  applicable  Seller  in  connection
therewith)  at Closing.  If this Contract is terminated in whole or in part from
such damage, Purchaser shall recover the Applicable Share of the Deposit for the
terminated Properties (subject to Purchaser's  obligation under Section 3.5.2 to
return all  Third-Party  Reports  and  Required  Return  Documents  provided  to
Purchaser as a pre-condition  to the return of the Materials  Security  Deposit,
or, if the Applicable  Share of the Deposit is less than the Materials  Security
Deposit, as a condition to the return of the Applicable Share of the Deposit).



11.2 Minor  Damage.  If a Property  is  damaged  or  destroyed  by fire or other
casualty  prior to the  Closing,  and the cost of repair is less than  $300,000,
this transaction  shall be closed in accordance with the terms of this Contract,
notwithstanding  the damage or destruction;  provided,  however,  the applicable
Seller  shall make such  repairs to the extent of any  recovery  from  insurance
carried on such Property if they can be reasonably  effected before the Closing.
Subject to  Section  11.3,  if the  applicable  Seller is unable to effect  such
repairs,  then Purchaser shall receive all insurance proceeds pertaining thereto
(plus a credit against the Purchase Price for the damaged Property in the amount
of any uninsured  loss (but only to the extent not repaired prior to Closing) or
deductible payable by the applicable Seller in connection therewith) at Closing.



11.3  Repairs.  To the  extent  that a Seller  elects to  commence  any  repair,
replacement or restoration of its damaged  Property prior to Closing,  then such
Seller shall be entitled to receive and apply  available  insurance  proceeds to
any portion of such repair,  replacement or  restoration  completed or installed
prior to Closing,  with  Purchaser  being  responsible  for  completion  of such
repair,  replacement  or  restoration  after  Closing  from the  balance  of any
available insurance proceeds.  The provisions of this Section 11.3 shall survive
the Closing and delivery of the Deeds to Purchaser.



                                  ARTICLE XII
                                 EMINENT DOMAIN

Eminent Domain.  If, at the time of Closing,  any material part of a Property is
(or  previously  has  been)  acquired,  or is  about  to  be  acquired,  by  any
governmental  agency by the powers of eminent domain or transfer in lieu thereof
(or in the event that at such time  there is any notice of any such  acquisition
or intent to acquire by any such governmental agency),  Purchaser shall have the
right,  at  Purchaser's  option,  to  give  a  Termination  Notice  to  Seller's
Representative  for the  Property  for which there was such a  condemnation.  If
Seller's  Representative  receives a Termination Notice, Seller's Representative
may,  within 3 Business  Days  after  receiving  the  Termination  Notice,  give
Purchaser a Reinstatement  Notice that Purchaser either must purchase all of the
Properties  or  terminate  this  Contract for all of the  Properties.  Purchaser
shall,  within 3 Business  Days after  receiving a  Reinstatement  Notice,  give
Seller's  Representative written notice of whether it desires to purchase all of
the Properties or terminate this Contract in its entirety;  Purchaser's  failure
to  provide  Seller's  Representative  with  written  notice  that it desires to
terminate this Contract in its entirety shall be deemed Purchaser's  decision to
purchase  all of the  Properties.  If  this  Contract  is not  terminated,  this
transaction  shall be closed in  accordance  with the terms of this Contract for
the full Purchase  Price for the affected  Property and Purchaser  shall receive
the full benefit of any  condemnation  award. It is expressly agreed between the
parties hereto that this section shall in no way apply to customary  dedications
for public purposes which may be necessary for the development of a Property. If
this  Contract  is  terminated  in  whole  or in part  from  such  condemnation,
Purchaser  shall recover the Applicable  Share of the Deposit for the terminated
Properties (subject to Purchaser's  obligation under Section 3.5.2 to return all
Third-Party  Reports and Required  Return  Documents  provided to Purchaser as a
pre-condition  to the  return  of the  Materials  Security  Deposit,  or, if the
Applicable Share of the Deposit is less than the Materials Security Deposit,  as
a condition to the return of the Applicable Share of the Deposit).



                                  ARTICLE XIII
                                  MISCELLANEOUS



13.1 Binding Effect of Contract. This Contract shall not be binding on any party
until executed by both  Purchaser and all Sellers.  As provided in Section 2.3.5
and Section 9.3 above,  neither the Escrow Agent's nor the Broker's execution of
this Contract shall be a prerequisite to its effectiveness.



13.2  Exhibits  And  Schedules.  All Exhibits  and  Schedules,  whether or not
annexed hereto, are a part of this Contract for all purposes.



13.3  Assignability.  This Contract is not assignable by Purchaser without first
obtaining the prior written approval of the Seller's Representative, except that
Purchaser  may  assign  this  Contract  to one or more  entities  so long as (a)
Purchaser is an affiliate of the  purchasing  entity(ies),  (b) Purchaser is not
released from its liability hereunder, and (c) Purchaser provides written notice
to Seller's  Representative  of any  proposed  assignment  no later than 10 days
prior to the Closing  Date.  As used herein,  an affiliate is a person or entity
controlled  by, under common  control with,  or  controlling  another  person or
entity.  An  "affiliate"  of  Purchaser  expressly  includes any entity which is
controlled,  directly or indirectly,  by any combination of (i) Purchaser,  (ii)
Norm Schwab, or (iii) Michael Aufrecht.



13.4  Binding  Effect.  Subject  to  Section 13.3,   this  Contract  shall  be
binding  upon and inure to the  benefit of Sellers  and  Purchaser,  and their
respective successors, heirs and permitted assigns.



13.5 Captions.  The captions,  headings,  and arrangements used in this Contract
are for convenience only and do not in any way affect, limit, amplify, or modify
the terms and provisions hereof.



13.6 Number And Gender Of Words.  Whenever  herein the singular  number is used,
the same shall  include the plural  where  appropriate,  and words of any gender
shall include each other gender where appropriate.



13.7 Notices. All notices,  demands,  requests and other communications required
or  permitted  hereunder  shall  be in  writing,  and  shall  be (a)  personally
delivered  with  a  written  receipt  of  delivery;  (b)  sent  by a  nationally
recognized  overnight  delivery service requiring a written  acknowledgement  of
receipt or providing a certification of delivery or attempted delivery; (c) sent
by certified mail, return receipt requested;  or (d) sent by confirmed facsimile
transmission  with an original copy thereof  transmitted to the recipient by one
of the means  described in subsections  (a) through (c) no later than 3 Business
Days thereafter.  All notices shall be deemed effective when actually  delivered
as documented in a delivery receipt;  provided,  however, that if the notice was
sent by overnight  courier or mail as aforesaid and is affirmatively  refused or
cannot be delivered during customary  business hours by reason of the absence of
a signatory  to  acknowledge  receipt,  or by reason of a change of address with
respect to which the addressor did not have either  knowledge or written  notice
delivered in accordance with this paragraph,  then the first attempted  delivery
shall be deemed to constitute  delivery.  Each party shall be entitled to change
its  address  for  notices  from time to time by  delivering  to the other party
notice  thereof in the manner herein  provided for the delivery of notices.  All
notices  shall be sent to the  addressee at its address set forth  following its
name below:



      ......To Purchaser:

            Prime Quest Management, LLC
            2824 W. Coyle
            Chicago, Illinois  60645
            Attention:  Eli Stefansky
            Telephone:  773-508-9104
            Facsimile:  773-508-9107

      ......with copy to:

            Pircher, Nichols & Meeks
            900 North Michigan Avenue, Suite 1050
            Chicago, Illinois  60611
            Attention:  Real Estate Notices (JDL/EF)
      ......Telephone:  312-915-3112
            Facsimile:  312-915-3348

      ......To any Seller or Seller's Representative:

            c/o AIMCO
            4582 South Ulster Street Parkway, Suite 1100
            Denver, Colorado  80237
            Attention:  Patrick Slavin
            Telephone:  303-691-4340
            Facsimile:  303-300-3282

      ......And:

            c/o AIMCO
            4582 South Ulster Street Parkway, Suite 1100
            Denver, Colorado  80237
            Attention:  Mr. Harry Alcock
            Telephone:  303-691-4344
            Facsimile:  303-300-3282

      ......with copy to:

            Chad Asarch, Esq.
      ......Senior Vice President and Associate General Counsel
      ......AIMCO
            4582 South Ulster Street Parkway, Suite 1100
            Denver, Colorado  80237
      ......Telephone:  303-691-4303
            Facsimile:  303-300-3260

      ......and a copy to:

      ......Brownstein Hyatt & Farber, P.C.
      ......410 17th Street, 22nd Floor
      ......Denver, Colorado  80202
      ......Attention:  Gary M. Reiff, Esq. and Joshua J. Widoff, Esq.
      ......Telephone:  303-223-1100
      ......Facsimile:  303-223-1111
      Any notice required hereunder to be delivered to the Escrow Agent shall be
delivered in accordance with above provisions as follows:

            Fidelity National Title Company
            c/o Lolly Avant, National Commercial Closing Specialist
            1900 West Loop South, Suite 650
            Houston, Texas 77027
            Telephone: 800-879-1677
            Facsimile:  713-623-4406

      Unless specifically  required to be delivered to the Escrow Agent pursuant
to the terms of this  Contract,  no notice  hereunder  must be  delivered to the
Escrow  Agent in order to be  effective  so long as it is delivered to the other
party in accordance with the above provisions.



13.8 Governing Law And Venue.  The laws of the State of Indiana shall govern the
validity, construction, enforcement, and interpretation of this Contract, unless
otherwise  specified herein except for the conflict of laws provisions  thereof.
Subject to Section  13.25,  all claims,  disputes and other  matters in question
arising out of or relating to this  Contract,  or the breach  thereof,  shall be
decided  by  proceedings  instituted  and  litigated  in a  court  of  competent
jurisdiction  in the state in which the  Property is  situated,  and the parties
hereto expressly consent to the venue and jurisdiction of such court.



13.9 Entire  Agreement.  This Contract  embodies the entire Contract between the
parties  hereto  concerning  the subject  matter hereof and supersedes all prior
conversations,  proposals, negotiations,  understandings and agreements, whether
written or oral.



13.10  Amendments.  This  Contract  shall  not  be  amended,  altered,  changed,
modified,  supplemented or rescinded in any manner except by a written  contract
executed by all of the  parties;  provided,  however,  that,  (a) as provided in
Section 2.3.5 above,  the signature of the Escrow Agent shall not be required as
to any  amendment of this  Contract  other than an amendment of Section 2.3, and
(b) as provided in Section 9.3 above,  the  signature of the Broker shall not be
required as to any amendment of this Contract.



13.11 Severability.  If any part of this Contract shall be held to be invalid or
unenforceable  by a court of competent  jurisdiction,  such  provision  shall be
reformed, and enforced to the maximum extent permitted by law. If such provision
cannot be  reformed,  it shall be severed from this  Contract and the  remaining
portions of this Contract shall be valid and enforceable.



13.12 Multiple Counterparts/Facsimile  Signatures. This Contract may be executed
in a  number  of  identical  counterparts.  This  Contract  may be  executed  by
facsimile signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.



13.13  Construction.  No provision of this Contract  shall be construed in favor
of, or against,  any particular  party by reason of any presumption with respect
to the drafting of this Contract;  both parties,  being  represented by counsel,
having fully participated in the negotiation of this instrument.



13.14 Confidentiality. Neither Seller nor Purchaser shall disclose the terms and
conditions  contained  in this  Contract  and shall keep the same  confidential,
provided that  Purchaser may disclose the terms and  conditions of this Contract
(a) as required by law, (b) to  consummate  the terms of this  Contract,  or any
financing  relating  thereto,   or  (c)  to  Purchaser's  or  Sellers'  lenders,
investors,  attorneys and accountants. Any information and Materials provided by
Sellers  to  Purchaser   hereunder  are  confidential  and  Purchaser  shall  be
prohibited  from making such  information  public to any other  person or entity
other than its  agents  and legal  representatives,  without  the prior  written
authorization of Seller's Representative,  which may be granted or denied in the
sole discretion of Seller's  Representative.  Notwithstanding  the provisions of
Section 13.9,  Purchaser agrees that the covenants,  restrictions and agreements
of Purchaser  contained in any  confidentiality  agreement executed by Purchaser
prior to the  Effective  Date shall  survive the  execution of this Contract and
shall not be superseded hereby.



13.15 Time Of The Essence.  It is expressly  agreed by the parties hereto that
time is of the essence with respect to this Contract.



13.16 Waiver.  No delay or omission to exercise any right or power accruing upon
any default,  omission,  or failure of  performance  hereunder  shall impair any
right or power or shall be construed to be a waiver thereof,  but any such right
and  power  may be  exercised  from  time to time and as often as may be  deemed
expedient. No waiver, amendment, release, or modification of this Contract shall
be established by conduct,  custom, or course of dealing and all waivers must be
in writing and signed by the waiving party.



13.17 Attorneys Fees. In the event either party hereto  commences  litigation or
arbitration  against the other to enforce its rights  hereunder,  the prevailing
party in such  litigation  shall be entitled to recover from the other party its
reasonable  attorneys'  fees and  expenses  incidental  to such  litigation  and
arbitration, including the cost of in-house counsel and any appeals.



13.18 Time  Periods.  Should the last day of a time  period  fall on a weekend
or legal  holiday,  the next Business Day  thereafter  shall be considered the
end of the time period.



13.19  1031  Exchange.  Sellers  and  Purchaser  acknowledge  and agree that the
purchase  and sale of each  Property  may be part of a tax-free  exchange  under
Section  1031 of the Code for either  Purchaser  or a Seller.  Each party hereby
agrees to take all reasonable  steps on or before the Closing Date to facilitate
such exchange if requested by the other party, provided that (a) no party making
such  accommodation  shall be required to acquire any substitute  property,  (b)
such exchange shall not affect the representations,  warranties, liabilities and
obligations  of the  parties to each other  under  this  Contract,  (c) no party
making such accommodation  shall incur any additional cost, expense or liability
in connection with such exchange (other than expenses of reviewing and executing
documents  required in connection with such exchange),  and (d) no dates in this
Contract will be extended as a result thereof.  Notwithstanding  anything to the
contrary contained in the foregoing, if a Seller so elects to close the transfer
of a Property as an  exchange,  then (i) such Seller,  at its sole  option,  may
delegate its  obligations to transfer a Property  under this  Contract,  and may
assign its rights to receive the Purchase  Price from  Purchaser,  to a deferred
exchange  intermediary  (an  "Intermediary")  or  to an  exchange  accommodation
titleholder, as the case may be; (ii) such delegation and assignment shall in no
way reduce,  modify or otherwise  affect the obligations of such Seller pursuant
to  this  Contract;  (iii)  such  Seller  shall  remain  fully  liable  for  its
obligations  under this Contract as if such delegation and assignment  shall not
have taken place; (iv) Intermediary or exchange  accommodation  titleholder,  as
the case may be, shall have no liability  to  Purchaser;  and (v) the closing of
the  transfer of the Property to Purchaser  shall be  undertaken  by direct deed
from such Seller (or, if applicable,  from other  affiliates of such Seller whom
such  Seller  will cause to execute  such  deeds) to  Purchaser  or to  exchange
accommodation  titleholder,  as the case may be. Notwithstanding anything to the
contrary  contained  in the  foregoing,  if  Purchaser  so  elects  to close the
acquisition  of a  Property  as an  exchange,  then (i)  Purchaser,  at its sole
option,  may  delegate  its  obligations  to acquire  such  Property  under this
Contract, and may assign its rights to receive the Property from such Seller, to
an Intermediary or to an exchange accommodation titleholder, as the case may be;
(ii) such delegation and assignment shall in no way reduce,  modify or otherwise
affect the obligations of Purchaser  pursuant to this Contract;  (iii) Purchaser
shall  remain fully liable for its  obligations  under this  Contract as if such
delegation  and  assignment  shall not have taken place;  (iv)  Intermediary  or
exchange accommodation titleholder,  as the case may be, shall have no liability
to such  Seller;  and (v) the  closing of the  acquisition  of such  Property by
Purchaser or the exchange accommodation  titleholder,  as the case may be, shall
be undertaken by direct deed from the applicable Seller (or, if applicable, from
other  affiliates  of such Seller  whom such  Seller will cause to execute  such
deeds) to Purchaser (or to exchange accommodation  titleholder,  as the case may
be).



13.20 No Personal  Liability  of  Officers,  Trustees or  Directors  of Seller's
Partners. Purchaser agrees that none of any Seller's Indemnified Parties (except
for the Seller entities themselves) shall have any personal liability under this
Contract  or  any  document   executed  in  connection  with  the   transactions
contemplated by this Contract.



13.21 No  Exclusive  Negotiations.  Sellers  shall have the right,  at all times
prior to the expiration of the Feasibility  Period,  to enter into  discussions,
negotiations,  or any other communications  concerning or related to the sale of
any Property with any third-party.



13.22 ADA Disclosure.  Purchaser acknowledges that the Properties may be subject
to the federal  Americans With Disabilities Act (the "ADA") and the federal Fair
Housing Act (the "FHA").  The ADA requires,  among other  matters,  that tenants
and/or  owners of "public  accommodations"  remove  barriers  in order to make a
property  accessible to disabled persons and provide auxiliary aids and services
for  hearing,  vision or speech  impaired  persons.  Sellers  make no  warranty,
representation  or guarantee of any type or kind with respect to any  Property's
compliance  with the ADA or the FHA (or any  similar  state or local  law),  and
Sellers expressly disclaim any such representation.



13.23 No  Recording.  Purchaser  shall not cause or allow this  Contract  or any
contract or other document related hereto,  nor any memorandum or other evidence
hereof,  to be recorded  or become a public  record  without  the prior  written
consent of Seller's  Representative,  which  consent may be withheld in the sole
discretion of Seller's Representative. If the Purchaser records this Contract or
any other memorandum or evidence  thereof,  Purchaser shall be in default of its
obligations  under  this  Contract.   Purchaser  hereby  appoints  the  Seller's
Representative  as  Purchaser's  attorney-in-fact  to  prepare  and  record  any
documents  necessary to effect the  nullification and release of the contract or
other memorandum or evidence  thereof from the public records.  This appointment
shall be coupled with an interest and irrevocable.



13.24 Relationship of Parties.  Purchaser and Sellers acknowledge and agree that
the  relationship  established  between the parties pursuant to this Contract is
only that of a seller and a purchaser of property. Neither Purchaser nor Sellers
is, nor shall either hold itself out to be, the agent, employee,  joint venturer
or partner of the other party.



13.25  Dispute  Resolution.  Any  controversy,  dispute,  or claim of any nature
arising  out of, in  connection  with,  or in  relation  to the  interpretation,
performance,  enforcement  or breach of this Contract (and any closing  document
executed in connection herewith), including any claim based on contract, tort or
statute,  shall be resolved at the written request of any party to this Contract
by binding arbitration. The arbitration shall be administered in accordance with
the  then  current  Commercial  Arbitration  Rules of the  American  Arbitration
Association.  Any matter to be settled by arbitration  shall be submitted to the
American  Arbitration  Association  in the state of Indiana.  The parties  shall
attempt to designate one arbitrator from the American  Arbitration  Association.
If they are unable to do so within 30 days after written demand  therefor,  then
the  American  Arbitration  Association  shall  designate  an  arbitrator.   The
arbitration  shall  be  final  and  binding,  and  enforceable  in any  court of
competent  jurisdiction.  The arbitrator  shall award attorneys' fees (including
those of in-house counsel) and costs to the prevailing party and charge the cost
of arbitration to the party which is not the prevailing  party.  Notwithstanding
anything herein to the contrary,  this Section 13.25 shall not prevent Purchaser
or Sellers  from  seeking  and  obtaining  equitable  relief on a  temporary  or
permanent basis, including, without limitation, a temporary restraining order, a
preliminary or permanent injunction or similar equitable relief, from a court of
competent jurisdiction located in the state in which the Property is located (to
which all parties  hereto  consent to venue and  jurisdiction)  by instituting a
legal action or other court proceeding in order to protect or enforce the rights
of such party under this Contract or to prevent irreparable harm and injury. The
court's jurisdiction over any such equitable matter, however, shall be expressly
limited  only to the  temporary,  preliminary,  or  permanent  equitable  relief
sought;  all other  claims  initiated  under this  Contract  between the parties
hereto shall be determined  through final and binding  arbitration in accordance
with this Section 13.25.



13.26 AIMCO Marks. Purchaser agrees that Sellers, the Property Manager or AIMCO,
or their  respective  affiliates,  are the sole  owners of all right,  title and
interest  in and to the AIMCO  Marks (or have the right to use such AIMCO  Marks
pursuant to license  agreements with third parties) and that no right,  title or
interest in or to the AIMCO Marks is granted, transferred,  assigned or conveyed
as a result of this Contract.  Purchaser  further agrees that Purchaser will not
use the AIMCO Marks for any purpose.



13.27  Non-Solicitation  of Employees.  Purchaser  acknowledges and agrees that,
without  the  express  written  consent  of  Seller's  Representative,   neither
Purchaser nor any of Purchaser's  employees,  affiliates or agents shall solicit
any of Seller's  employees or any  employees  located at any Property (or any of
any  Seller's  affiliates'  employees  located  at any  property  owned  by such
affiliates) for potential employment.



13.28  Survival.  Except for (a) all of the provisions of this Article 13 (other
than Section  13.19 and 13.21),  and (b) any  provision of this  Contract  which
expressly  states that it shall so survive,  and (c) any payment  obligation  of
Purchaser under this Contract (the foregoing (a), (b) and (c) referred to herein
as the "Survival Provisions"), none of the terms and provisions of this Contract
shall survive the  termination of this Contract,  and, if the Contract is not so
terminated,  all of the terms and  provisions of this  Contract  (other than the
Survival  Provisions)  shall be merged into the Closing  documents and shall not
survive Closing.



13.29 Multiple Purchasers.  As used in this Contract, the term "Purchaser" means
all entities acquiring any interest in any Properties at the Closing, including,
without  limitation,  any  assignee(s)  of the  original  Purchaser  pursuant to
Section 13.3 of this Contract. In the event that "Purchaser" has any obligations
or makes any covenants,  representations or warranties under this Contract,  the
same shall be made  jointly  and  severally  by all  entities  being a Purchaser
hereunder.  In the event that a Seller  receives  notice from any entity being a
Purchaser  hereunder,  the same shall be deemed to  constitute  notice  from all
entities  being a  Purchaser  hereunder.  In the event that any  entity  being a
Purchaser hereunder takes any action,  breaches any obligation or otherwise acts
pursuant  to the  terms of this  Contract,  the same  shall be  deemed to be the
action of the other  entity(ies)  being a Purchaser  hereunder and the action of
"Purchaser"  under  this  Contract.  In the  event  that a  Seller  or  Seller's
Representative  is  required  to give  notice or take  action  with  respect  to
Purchaser under this Contract,  notice to any entity being a Purchaser hereunder
or action  with  respect to any entity  being a Purchaser  hereunder  shall be a
notice or action to all entities being a Purchaser hereunder.  In the event that
any entity being a Purchaser hereunder desires to bring an action or arbitration
against a Seller,  such action must be joined by all entities  being a Purchaser
hereunder in order to be effective.  In the event that there is any agreement by
a Seller to pay any amount  pursuant  to this  Contract to  Purchaser  under any
circumstance,  that amount  shall be deemed the maximum  aggregate  amount to be
paid to all parties  being a Purchaser  hereunder  and not an amount that can be
paid to each party  being a Purchaser  hereunder.  In the event that a Seller is
required to return the Initial  Deposit,  Additional  Deposit or other amount to
Purchaser,  such Seller  shall  return the same to any entity  being a Purchaser
hereunder  and, upon such return,  shall have no further  liability to any other
entity being a Purchaser  hereunder for such amount.  The  foregoing  provisions
also shall apply to any documents,  including,  without limitation,  the General
Assignment  and  Assumption  and the  Assignment  and  Assumption  of Leases and
Security   Deposits,   executed  in  connection   with  this  Contract  and  the
transaction(s) contemplated hereby.



13.30 Sellers' Several Obligations.  Purchaser agrees that,  notwithstanding any
other  provision  of  this  Contract  to  the  contrary,   the  representations,
warranties,  obligations,  and  covenants  of each  Seller  are  individual  and
several,  and not joint and  several,  and that each Seller is  responsible  and
liable  only  for its own  Property  and  its own  representations,  warranties,
obligations,  and covenants.  Purchaser  agrees that it shall look solely to the
applicable  Seller for any amount due hereunder or,  obligation  owed hereunder,
and further  waives any and all claims  against any other party or Property  for
payment or performance of the same,  including,  without  limitation,  any other
Seller  or  AIMCO,  or any  partner,  member,  manager,  shareholder,  director,
officer, employee, affiliate, representative or agent of any Seller or AIMCO.



13.31  Obligation to Close on all  Properties.  Except as expressly set forth in
this  Contract,  Purchaser's  obligation  to  purchase  the  Properties  is  not
severable and Purchaser must purchase all of the Properties.  Similarly,  except
as  expressly  stated  in  this  Contract,  Sellers'  obligations  to  sell  the
Properties  are not  severable  and Sellers must sell all of the  Properties  to
Purchaser.  Further,  notwithstanding anything in this Contract to the contrary,
and unless  Sellers agree in their sole and absolute  discretion,  Purchaser may
not  close  on  the  acquisition  of  any of  the  Properties  unless  Purchaser
simultaneously, or prior to such Closing Date, has acquired both properties that
are the subject to the Related  Contracts  (and,  if Sellers elect in their sole
discretion,  then the Closing Date  hereunder  will be extended to accommodate a
simultaneous  closing with the properties that are the subject of one or more of
the Related  Contracts).  Without  limiting the foregoing,  if Purchaser has the
right to terminate either of the Related Contracts, and does so terminate one or
both Related Contracts (including, without limitation,  pursuant to Sections 3.2
or 4.3  thereof),  Sellers  shall have the option  (but not the  obligation)  to
terminate this Contract in its entirety. In addition, if the seller under either
of the Related Contracts  terminates such Related Contract for any reason,  then
Sellers may (but are not obligated to)  terminate  this Contract  within 10 days
after the termination of the Related Contract.  A default by the Purchaser under
either Related Contract is, at the option of the Sellers under this Contract,  a
default by the Purchaser hereunder.



13.32  Non-Refundable  Purchaser Lender Fees. If this Contract is terminated (in
accordance  with the terms and  conditions  hereof) in its  entirety  because of
either  (a) a Seller  default,  or (b) the  failure  of a Seller to  obtain  the
consents required by Section  8.2.4(a),  then, in addition to any other payments
hereunder,  Sellers  shall pay Purchaser  its actual and  documented  fees which
Purchaser  has paid to  third-party  prospective  lenders (in  conjunction  with
potential financing  associated with Purchaser's  acquisition of the Properties)
for application fees,  rate-lock fees, and third-party  reports in an amount not
to exceed (in aggregate for all Sellers) $32,000.



                                  ARTICLE XIV
                           LEAD-BASED PAINT DISCLOSURE



14.1 Disclosure.  Sellers and Purchaser hereby acknowledge  delivery of the Lead
Based Paint  Disclosure  attached as Exhibit H hereto.  The  provisions  of this
Section 14.1 shall survive the Closing and delivery of the Deeds to Purchaser.



14.2  Intentionally Omitted.



14.3 Consent Agreement - Pre-1978 Certified. The provisions of this Section 14.3
apply to those  Properties  identified  on the Seller  Information  Schedule  as
"Pre-1978-Certified."  Testing has been performed at each Property identified as
"Pre-1978,  Certified" with respect to lead-based  paint.  The "LPB  Consultant"
identified on the Seller  Information  Schedule prepared the Report with respect
to the Property  identified  therein.  A copy of each report will be provided to
Purchaser with the Materials.  Each Report certifies the respective  Property as
lead based paint free. By execution hereof,  Purchaser acknowledges receipt of a
copy of the Reports and the Lead-Based Paint Disclosure  Statements described on
the  Seller  Information  Schedule,  and  acknowledges  receipt  of the  Consent
Agreement.  Because the  applicable  Property  has been  certified as lead based
paint free, the applicable Seller is not required under the Consent Agreement to
remediate or abate any lead-based  paint  condition at its Property prior to the
Closing. Purchaser acknowledges and agrees that (1) after Closing, Purchaser and
the  applicable  Property  shall be subject  to the  Consent  Agreement  and the
provisions  contained  herein  related  thereto and (2)  Purchaser  shall not be
deemed to be a third party beneficiary to the Consent Agreement.  The provisions
of this Section 14.3 shall survive the termination of this Contract,  and if not
so terminated, the Closing and delivery of the Deed to Purchaser.



14.4 Consent Agreement - Pre-1978-LBP, But No LBP Hazards The provisions of this
Section  14.4 apply to those  Properties  identified  on the Seller  Information
Schedule as "Pre-1978,  Lead-Based Paint Present, No Lead-Based Hazard." Testing
has been performed at the applicable  Property with respect to lead-based paint.
The "LBP Consultant"  identified on the Seller Information Schedule prepared the
Report with respect to the  Property  identified  therein.  A copy of the Report
with respect to the Property will provided to Purchaser with the Materials.  The
Report certifies the applicable Property as free of (a) lead based hazards,  (b)
dust lead  hazards and (c) soil lead  hazards.  By execution  hereof,  Purchaser
acknowledges  receipt  of a  copy  of  the  Reports  and  the  Lead-Based  Paint
Disclosure  Statements  described  on  the  Seller  Information  Schedule,   and
acknowledges  receipt of the Consent Agreement.  Because the applicable Property
has been certified as free of (x) lead based hazards,  (y) dust lead hazards and
(z) soil lead hazards,  the applicable  Seller is not required under the Consent
Agreement to remediate or abate any lead-based  paint condition at such Property
prior to the Closing.  Purchaser acknowledges and agrees that (1) after Closing,
the  Purchaser  and the  applicable  Property  shall be subject  to the  Consent
Agreement and the provisions  contained herein related thereto and (2) Purchaser
shall not be deemed to be a third party  beneficiary  to the Consent  Agreement.
The  provisions  of this  Section  14.4 shall  survive the  termination  of this
Contract,  and if not so  terminated,  the Closing and  delivery of the Deeds to
Purchaser.



                 [Remainder of Page Intentionally Left Blank]


<PAGE>


      NOW,  THEREFORE,  the parties hereto have executed this Contract as of the
date first set forth above.

                                    Sellers:

                                    ABINGTON-OXFORD ASSOCIATES, L.P.,
                                    a Indiana limited partnership

                                          By: ABINGTON CORPORATION, a
                                          Maryland corporation,
                                          Its Managing General Partner


                                    By:   /s/Patrick F. Slavin
                                    Name:       Patrick F. Slavin
                                    Title:      Senior Vice President

                                       AND

                                          By: ZIMCO XXIV L.L.C., a Maryland
                                          limited liability company,
                                          Its General Partner

                                                By: ZIMCO/Abington
                                                Corporation,
                                                 a Maryland corporation,
                                                Its Managing Member


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President



<PAGE>



                                    ABINGTON II-OXFORD ASSOCIATES, L.P.,
                                    a Indiana limited partnership

                                          By: ABINGTON II CORPORATION,
                                          a Maryland corporation
                                          Its General Partner


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President

                                       AND

                                          By: ZIMCO XXIII L.L.C.  a Maryland
                                          limited liability company
                                          Its General Partner

                                                By: ZIMCO/Abington II
                                                Corporation,
                                                a Maryland corporation
                                                Its Managing Member


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President



<PAGE>


                                    HUNT CLUB ASSOCIATES, LTD.,
                                    a Texas limited partnership

                                          By: MBRF Hunt Club GP, LLC,
                                          a South Carolina limited liability
                                          company,
                                          Its general partner

                                                By: Multi-Benefit Realty
                                                Funds '87-1, a California
                                                Limited Partnership,
                                                Its manager

                                                      By: Con Cap Equities,
                                                      Inc.,
                                                      a Delaware corporation,
                                                      Its general partner


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President


                                    PICKWICK PLACE AP XII, LP,
                                    a South Carolina limited partnership

                                      By: ANGELES PARTNERS XII GP, LP,
                                          a South Carolina limited
                                          partnership,
                                          Its General Partner

                                      By: ANGELES REALTY
                                          CORPORATION II,
                                          a California corporation
                                          Its General Partner


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President



<PAGE>



                                    NATIONAL PROPERTY INVESTORS 8
                                    a California limited partnership

                                    By: NPI EQUITY INVESTMENTS, INC.,
                                        a Florida corporation
                                        Its General Partner


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President


                                   Purchaser:

                                    PRIME QUEST MANAGEMENT, LLC, an Illinois
                                    limited liability company


                                    By:   /s/Eli Stefansky
                                    Name: Eli Stefansky
                                    Title:President

                                    Purchaser's Tax Identification
                                    Number/Social Security Number:



<PAGE>


                                                                   Exhibit 10.29


                FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

      THIS FIRST  AMENDMENT TO PURCHASE AND SALE CONTRACT (this  "Amendment") is
made and entered into this 16th day of September,  2005 (the "Amendment  Date"),
by and among  ABINGTON-OXFORD  ASSOCIATES,  L.P., a Indiana limited partnership,
ABINGTON II-OXFORD  ASSOCIATES,  L.P., a Indiana limited partnership,  HUNT CLUB
ASSOCIATES,  LTD., a Texas  limited  partnership,  PICKWICK  PLACE AP XII, LP, a
South  Carolina  limited  partnership,  and  NATIONAL  PROPERTY  INVESTORS  8, a
California  limited  partnership,  on the one hand (each individually a "Seller"
and collectively the "Sellers"),  and PRIME QUEST  MANAGEMENT,  LLC, an Illinois
limited liability company ("Purchaser").


                                    RECITALS:


      WHEREAS, Sellers and Purchaser entered into that certain Purchase and Sale
Contract  dated August 16, 2005 (the  "Contract"),  for certain  parcels of real
property all situated in Marion County, Indiana, and more specifically described
in the Contract; and


      WHEREAS,  Sellers and Purchaser  desire to amend the Contract on the terms
and conditions set forth below.


      NOW, THEREFORE,  in consideration of the mutual covenants set forth in the
Contract and herein and for other good and valuable  consideration,  the receipt
and sufficiency of which are hereby acknowledged, Sellers and Purchaser agree to
amend the Contract as follows:


                                   AGREEMENT:


1.  Extension  of  Feasibility  Period.  Section  3.1 of the  Contract is hereby
amended to provide that the  Feasibility  Period  shall expire on September  23,
2005.  Notwithstanding  the  foregoing,  Purchaser  agrees that the updated Rent
Rolls  delivered by Sellers on September 8, 2005,  are sufficient to satisfy the
requirement  under  Section  7.1.3 of the Contract  that each Seller  deliver an
updated Rent Roll for its Property no later than 5 days prior to the  expiration
of the  Feasibility  Period (and Sellers will not be required to  re-deliver  an
updated Rent Rolls in advance of the extended Feasibility Period).



2. Section  4.6.3.2.  The reference in Section  4.6.3.2 of the Contract to "form
HUD-542641" is hereby changed to "form HUD-52641."



3.  Miscellaneous.  The  following  provisions  shall apply with respect to this
Amendment:



(a) Except as modified in this  Amendment,  the  Contract,  is in full force and
effect and is hereby ratified by Sellers and Purchaser.



(b)  Capitalized  terms used, but not defined,  in this Amendment shall have the
same meaning as set forth in the Contract.



(c) In the event of any conflict  between the Contract and this  Amendment,  the
terms and conditions of this Amendment shall control.



(d) This  Amendment  may be  executed  in  counterparts,  each of which  (or any
combination  of  which)  when  signed by all of the  parties  shall be deemed an
original,  but all of which when taken together shall  constitute one agreement.
Executed  copies hereof may be delivered by telecopier and upon receipt shall be
deemed originals and binding upon the parties hereto, and actual originals shall
be promptly delivered thereafter.



                   [Signatures appear on following pages.]



<PAGE>



      NOW, THEREFORE,  the parties hereto have executed this Amendment as of the
date first set forth above.


                                    Sellers:

                                    ABINGTON-OXFORD ASSOCIATES, L.P.,
                                    a Indiana limited partnership

                                          By: ABINGTON CORPORATION,a
                                          Maryland corporation,
                                          Its Managing General Partner


                                    By:   /s/Steven D. Cordes
                                    Name: Steven D. Cordes
                                    Title:Senior Vice President

                                       AND

                                          By:  ZIMCO XXIV  L.L.C.,  a Maryland
                                          limited liability company,
                                          Its General Partner

                                          By:  ZIMCO/Abington Corporation,
                                               a Maryland corporation,
                                               Its Managing Member


                                          By:   /s/Steven D. Cordes
                                          Name: Steven D. Cordes
                                          Title:Senior Vice President




<PAGE>



                                    ABINGTON II-OXFORD ASSOCIATES, L.P.,
                                    a Indiana limited partnership

                                          By: ABINGTON II CORPORATION,
                                          a Maryland corporation
                                          Its General Partner


                                    By:   /s/Steven D. Cordes
                                    Name: Steven D. Cordes
                                    Title:Senior Vice President


                                       AND

                                    By: ZIMCO XXIII L.L.C. a Maryland
                                    limited liability company
                                    Its General Partner

                                    By: ZIMCO/Abington II Corporation,
                                    a Maryland corporation
                                    Its Managing Member


                                    By:   /s/Steven D. Cordes
                                    Name: Steven D. Cordes
                                    Title:Senior Vice President




<PAGE>


                                    HUNT CLUB ASSOCIATES, LTD.,
                                    a Texas limited partnership

                                          By: MBRF Hunt Club GP, LLC,
                                          a South Carolina  limited  liability
                                          company,
                                          Its general partner

                                                By:    Multi-Benefit    Realty
                                                Funds   '87-1,   a  California
                                                Limited Partnership,
                                                Its manager

                                                      By:  Con  Cap  Equities,
                                                      Inc.,
                                                      a Delaware corporation,
                                                      Its general partner


                                    By:   /s/Steven D. Cordes
                                    Name: Steven D. Cordes
                                    Title:Senior Vice President



                                    PICKWICK PLACE AP XII, LP,
                                    a South Carolina limited partnership

                                    By: ANGELES PARTNERS XII GP, LP,
                                     a South Carolina limited partnership,
                                    Its General Partner

                                    By: ANGELES REALTY CORPORATION II,
                                     a California corporation
                                        Its General Partner


                                    By:   /s/Steven D. Cordes
                                    Name: Steven D. Cordes
                                    Title:Senior Vice President

<PAGE>

                                    NATIONAL PROPERTY INVESTORS 8
                                    a California limited partnership

                                          By: NPI EQUITY INVESTMENTS, INC.,
                                           a Florida corporation
                                          Its General Partner


                                    By:   /s/Steven D. Cordes
                                    Name: Steven D. Cordes
                                    Title:Senior Vice President



<PAGE>




                                   Purchaser:

                                    PRIME QUEST  MANAGEMENT,  LLC, an Illinois
                                    limited liability company


                                    By:   /s/Eli Stefansky
                                    Name: Elil Stefansky
                                    Title:President


<PAGE>



                                                                   Exhibit 10.30

                      REINSTATEMENT AND SECOND AMENDMENT TO
                           PURCHASE AND SALE CONTRACT

      THIS  REINSTATEMENT  AND SECOND  AMENDMENT TO PURCHASE  AND SALE  CONTRACT
(this "Amendment") is made and entered into as of the 11th day of October,  2005
(the "Amendment Date"), by and among ABINGTON-OXFORD ASSOCIATES, L.P., a Indiana
limited  partnership,  ABINGTON  II-OXFORD  ASSOCIATES,  L.P., a Indiana limited
partnership,  HUNT CLUB ASSOCIATES, LTD., a Texas limited partnership,  PICKWICK
PLACE AP XII, LP, a South Carolina limited  partnership,  and NATIONAL  PROPERTY
INVESTORS  8,  a  California  limited   partnership,   on  the  one  hand  (each
individually  a  "Seller"  and  collectively  the  "Sellers"),  and PRIME  QUEST
MANAGEMENT,  LLC, an Illinois limited  liability company  ("Purchaser"),  on the
other hand.


                                    Recitals:

      WHEREAS, Sellers and Purchaser entered into that certain Purchase and Sale
Contract,  dated August 16, 2005, as amended by that First Amendment to Purchase
and Sale Contract, dated September 16, 2005 (as so amended, the "Contract"), for
certain parcels of real property,  all situated in Marion County,  Indiana,  and
more specifically described in the Contract.



      WHEREAS, Pursuant to Section 3.2 of the Contract, Purchaser terminated the
Contract by written notice dated September 23, 2005.



      WHEREAS,  Seller and Purchaser desire to reinstate and ratify the Contract
and to amend the Contract on the terms set forth herein.



      NOW, THEREFORE, in consideration of the Contract, the covenants, promises,
agreements,  and conditions  contained  herein,  and for other good and valuable
consideration,  the  receipt,  sufficiency,  and  adequacy  of which are  hereby
acknowledged, the parties hereto agree as follows:



                                   Agreement:



1. Reinstatement. The Contract is hereby reinstated, as amended herein, ratified
and affirmed and is effective  as of the  Amendment  Date as if the  termination
pursuant to Section 3.2 had not occurred.



2. Purchase Price and Seller Information Schedule.  Section 2.2 of the Contract,
and the Seller  Information  Schedule  attached to the Contract,  are amended to
provide that the Base Purchase  Price for each Property is as stated on Schedule
2 attached  hereto.  The Seller  Information  Schedule is hereby  amended to the
extent required to be consistent with the revised Base Purchase Prices reflected
on Schedule 2. The Base Purchase Price adjustment is in full satisfaction of all
issues and objections raised by Purchaser regarding the Properties.





3. Additional Deposit. In consideration of Sellers' execution of this Amendment,
within one Business Day after the Amendment Date, Purchaser shall deliver to the
Escrow  Agent the  Additional  Deposit of  $449,047  by wire by transfer of Good
Funds.



4. Feasibility Period. The Feasibility Period under the Contract shall be deemed
to have  expired for all  purposes  under the  Contract on the  Amendment  Date.
Purchaser  hereby agrees that it has completed its review of the  Properties and
hereby  waives its right to further  object  (pursuant to Sections 3.2 or 4.3 of
the Contract or otherwise) to any matter  concerning  the Title  Documents,  the
Survey, the Property Contracts,  the Leases, the Miscellaneous  Property Assets,
the physical  condition  of the  Properties,  or  otherwise  with respect to the
Properties;  provided, however, that the foregoing waiver shall not waive any of
Purchaser's  express  rights under the Contract which are applicable to the time
period  following  expiration of the Feasibility  Period.  Purchaser agrees that
Sellers  have made all  required  deliveries  required  under the  Contract  and
performed all of Sellers'  required  obligations  under the Contract through the
date hereof.  Purchaser agrees that Purchaser's  right to terminate the Contract
is irrevocably  waived,  the Deposit  (including  the  Additional  Deposit to be
delivered  to  Escrow  Agent  as  required  hereunder)  is  non-refundable,  and
Purchaser's   obligation  to  purchase  the  Properties  is  non-contingent  and
unconditional  except  only for the  satisfaction  of the  conditions  expressly
stated in Section 8.1 of the Contract.



5. Separate Closing  Conditions.  The reference in Section 4.6.9 of the Contract
to "November 15, 2005" is hereby  deleted and replaced with "November 30, 2005."
Subsection  (c) of the last  sentence  of Section  4.6.9 is hereby  amended  and
restated in its entirety as follows: "(c) extend the date for Closing all of the
Properties until December 15, 2005; provided,  however, if Sellers have selected
the option set forth in subsection (c) above, and either of the Separate Closing
Conditions have not occurred by December 15, 2005, then Sellers again shall have
the options set forth in subsections (a) and (b) (with respect to the Properties
for which the  Separate  Closing  Conditions  have not been met)  above,  and if
Sellers  select the option set forth in subsection  (b) above,  the Closing Date
shall be December  22, 2005  (subject to  extension  by Seller to any date on or
before  December 30, 2005,  in  accordance  with the second  sentence of Section
5.1)."





6. Closing Date.  Section 5.1 of the Contract is hereby  deleted in its entirety
and the following substituted therefor:



            "Closing  Date.  The Closing  shall occur on November  30, 2005 (the
            "Closing  Date")  through an escrow with Escrow  Agent,  whereby the
            Seller, Purchaser and their attorneys need not be physically present
            at the Closing and may deliver documents by overnight air courier or
            other means.  Notwithstanding the foregoing to the contrary,  any of
            the Hunt Club,  Abington I and  Abington  II Sellers  shall have the
            option,  by delivering  written  notice to Purchaser no later than 9
            days prior to the Closing Date  identified in the first  sentence of
            this  Section  5.1,  to extend  the  Closing  Date to any date on or
            before December 30, 2005, in connection with their Loan Payoffs, and
            the  exercise of such option  shall  extend the Closing Date for all
            Properties.  Further,  the  Closing  Date  may be  extended  without
            penalty at the  option of any Seller  either (i) to a date not later
            than 30 days  following  the  Closing  Date  specified  in the first
            sentence of this paragraph above (or, if applicable,  as extended by
            any Seller  pursuant to the second  sentence of this  paragraph)  to
            satisfy any  condition  to  Closing,  (ii) to a date  following  the
            Closing Date specified in the first sentence of this paragraph above
            (or, if applicable, as extended by any Seller pursuant to the second
            sentence of this paragraph) in order to finalize the drafting with a
            Lender or a Lender's counsel of all documents necessary or desirable
            to accomplish a Loan  Assumption  and Release,  (iii) as provided in
            Section 4.6.9, or (iv) such later date as is mutually  acceptable to
            Sellers and Purchaser."


7. Damage  Examples.  The  examples  set forth in  Sections  6.3 and 10.2 of the
Contract  are  hereby  revised  to  reflect  an  aggregate   Purchase  Price  of
$60,000,000  (and,  as a  result,  the  revised  cap in such  examples  would be
$800,000 and $160,000, respectively).



8. Rent Roll Delivery.  Purchaser  agrees that the updated Rent Rolls previously
delivered by Sellers are  sufficient  to satisfy the  requirement  under Section
7.1.3 of the  Contract  that each  Seller  deliver an updated  Rent Roll for its
Property no later than 5 days prior to the expiration of the Feasibility  Period
(and  Sellers  will not be required  to  re-deliver  any  updated  Rent Rolls in
advance of the execution of this Amendment).





9.  Ratification  of  Contract.  All terms and  provisions  of the  Contract not
specifically  modified or amended by this  Amendment  shall remain in full force
and effect, and the Contract,  as expressly modified herein, is hereby ratified,
confirmed and approved in all respects by the parties hereto.



10.  Miscellaneous.  The following  provisions  shall apply with respect to this
Amendment:





a. Capitalized terms used, but not otherwise defined, herein shall have the same
meaning as ascribed to such terms in the Contract.



b. In the event of any conflict  between the Contract  and this  Amendment,  the
terms and conditions of this Amendment shall control.




c.  This  Amendment  may be  executed  in  counterparts,  each of which  (or any
combination  of  which)  when  signed by all of the  parties  shall be deemed an
original,  but all of which when taken together shall  constitute one agreement.
Executed  copies hereof may be delivered by telecopier and upon receipt shall be
deemed originals and binding upon the parties hereto, and actual originals shall
be promptly delivered thereafter.





                   [Signatures appear on following pages.]


<PAGE>


      NOW,  THEREFORE,  the parties hereto have executed this  Reinstatement and
Second  Amendment to Purchase  and Sale  Contract as of the date first set forth
above.



                                    Sellers:

                                    ABINGTON-OXFORD ASSOCIATES, L.P.,
                                    a Indiana limited partnership

                                          By: ABINGTON CORPORATION, a
                                          Maryland corporation,
                                          Its Managing General Partner


                                    By:   /s/Patrick F. Slavin
                                    Name: Patrick F. Slavin
                                    Title:Senior Vice President

                                       AND

                                          By: ZIMCO XXIV L.L.C., a Maryland
                                          limited liability company,
                                          Its General Partner

                                          By: ZIMCO/Abington Corporation,
                                              a Maryland corporation,
                                              Its Managing Member


                                          By:    /s/Patrick F. Slavin
                                          Name:  Patrick F. Slavin
                                          Title: Senior Vice President



<PAGE>



                                    ABINGTON II-OXFORD ASSOCIATES, L.P.,
                                    a Indiana limited partnership

                                          By: ABINGTON II CORPORATION,
                                          a Maryland corporation
                                          Its General Partner


                                          By:   /s/Patrick F. Slavin
                                          Name: Patrick F. Slavin
                                          Title:Senior Vice President

                                       AND

                                          By: ZIMCO XXIII L.L.C.  a Maryland
                                          limited liability company
                                          Its General Partner

                                                By: ZIMCO/Abington II
                                                Corporation,
                                                a Maryland corporation
                                                Its Managing Member


                                    By:    /s/Patrick F. Slavin
                                    Name:  Patrick F. Slavin
                                    Title: Senior Vice President



<PAGE>


                                    HUNT CLUB ASSOCIATES, LTD.,
                                    a Texas limited partnership

                                          By: MBRF Hunt Club GP, LLC,
                                          a South Carolina limited liability
                                          company,
                                          Its general partner

                                                By: Multi-Benefit Realty
                                                Funds '87-1, a California
                                                Limited Partnership,
                                                Its manager

                                                      By: Con Cap Equities,
                                                      Inc.,
                                                      a Delaware corporation,
                                                      Its general partner


                                    By:    /s/Patrick F. Slavin
                                    Name:  Patrick F. Slavin
                                    Title: Senior Vice President


                                    PICKWICK PLACE AP XII, LP,
                                    a South Carolina limited partnership

                                          By: ANGELES PARTNERS XII GP, LP,
                                           a South Carolina limited
                                          partnership,
                                          Its General Partner

                                                By: ANGELES REALTY
                                                CORPORATION II,
                                                 a California corporation
                                                Its General Partner


                                    By:    /s/Patrick F. Slavin
                                    Name:  Patrick F. Slavin
                                    Title: Senior Vice President



<PAGE>



                                    NATIONAL PROPERTY INVESTORS 8
                                    a California limited partnership

                                          By: NPI EQUITY INVESTMENTS, INC.,
                                           a Florida corporation
                                          Its General Partner


                                    By:    /s/Patrick F. Slavin
                                    Name:  Patrick F. Slavin
                                    Title: Senior Vice President


<PAGE>




                                   Purchaser:

                                    PRIME QUEST MANAGEMENT, LLC, an Illinois
                                    limited liability company


                                    By:    /s/Eli Stefansky
                                    Name:  Eli Stefansky
                                    Title: Manager