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 June 30, 2002


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


                For the transition period from _________to _________

                         Commission file number 0-15740


                   RIVERSIDE PARK ASSOCIATES LIMITED  PARTNERSHIP
        (Exact name of small business issuer as specified in its charter)



         Delaware                                           04-2924048
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

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

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




                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                  June 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,223
   Receivables and deposits                                                     184
   Other assets                                                                 969
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 76,188
                                                               82,545
       Less accumulated depreciation                          (45,180)       37,365
                                                                           $ 39,741
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 131
   Tenant security deposit liabilities                                          235
   Accrued property taxes                                                       421
   Other liabilities                                                            914
   Mortgage note payable                                                     48,765

Partners' Deficit:
   General partner                                            $ (1,354)
   Limited partners (566 units issued and outstanding)         (9,371)      (10,725)
                                                                           $ 39,741

                   See Accompanying Notes to Financial Statements
</TABLE>



                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>

                                             Three Months Ended       Six Months Ended
                                                  June 30,                June 30,
                                              2002        2001        2002        2001
Revenues:
<S>                                        <C>         <C>         <C>         <C>
  Rental income                            $  3,222    $  3,315    $   6,467   $   6,553
  Other income                                  323         328          811         981
      Total revenues                          3,545       3,643        7,278       7,534

Expenses:
  Operating                                   1,030       1,037        2,205       2,541
  General and administrative                    120         115          250         265
  Depreciation                                  893         797        1,770       1,583
  Interest                                      950         968        1,902       1,942
  Property taxes                                210         210          421         471
      Total expenses                          3,203       3,127        6,548       6,802

Net income                                 $    342    $    516    $     730   $     732

Net income allocated to general
  partner (3%)                             $     10    $     15    $      22   $      22
Net income allocated to
  limited partners (97%)                        332         501          708         710

                                           $    342    $    516    $     730   $     732

Net income per limited partnership unit    $ 586.57    $ 885.16    $1,250.88   $1,254.42

Distribution per limited partnership
  unit                                     $     --    $ 962.90    $      --   $  962.90

                   See Accompanying Notes to Financial Statements
</TABLE>

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                    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         566         $ --     $ 47,533     $ 47,533

Partners' deficit at
   December 31, 2001                   566       $(1,376)   $(10,079)    $(11,455)

Net income for the six months
   ended June 30, 2002                  --            22         708          730

Partners' deficit at
   June 30, 2002                       566       $(1,354)   $ (9,371)    $(10,725)


                   See Accompanying Notes to Financial Statements
</TABLE>

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 730        $ 732
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation                                                   1,770       1,583
    Amortization of loan costs                                        21          21
    Change in accounts:
      Receivables and deposits                                       (42)        162
      Other assets                                                  (159)        (23)
      Accounts payable                                               (74)          7
      Tenant security deposit liabilities                            (59)         76
      Accrued property taxes                                         421         470
      Other liabilities                                              253         185
       Net cash provided by operating activities                   2,861       3,213

Cash flows used in investing activities:
  Property improvements and replacements                          (1,272)     (1,492)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (615)       (570)
  Advances from NHP                                                  156          --
  Payments on advances from NHP                                     (156)         --
  Distributions to partners                                           --      (2,642)
       Net cash used in financing activities                        (615)     (3,212)

Net increase (decrease) in cash and cash equivalents                 974      (1,491)

Cash and cash equivalents at beginning of period                     249       2,988

Cash and cash equivalents at end of period                      $ 1,223      $ 1,497

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,880      $ 1,922

At December  31,  2001,  property  improvements  and  replacements  and accounts
payable were adjusted by approximately $1,078,000 for non cash activity.

Distributions of approximately  $2,080,000 were accrued at December 31, 2000 and
paid during the six months ended June 30, 2001.


                   See Accompanying Notes to Financial Statements
</TABLE>

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying  unaudited  financial  statements of Riverside Park Associates
Limited  Partnership (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.  The  general  partner  of the  Partnership  is  Winthrop
Financial  Associates,  A Limited  Partnership (the "General Partner" or "WFA").
NHP Management  Company  ("NHP"),  the associate  general partner of the General
Partner  and  an  affiliate  of  Apartment  Investment  and  Management  Company
("AIMCO"),  a publicly  traded real estate  investment  trust,  has the right to
cause the General Partner to take such action as it deems advisable with respect
to the  Partnership.  In the opinion of the  General  Partner,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2002 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2002.  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,
2001.

Note B - Transactions with Affiliated Parties

The  Partnership has no employees and is dependent on NHP and its affiliates for
the management and administration of all Partnership activities. The Partnership
Agreement  provides for certain  payments to affiliates  for services based on a
percentage  of revenue and an annual  partnership  and  investor  service fee of
$110,000 subject to a 6% annual increase.

During  the six  months  ended June 30,  2002 and 2001,  affiliates  of NHP were
entitled  to  receive 4% of gross  receipts  from the  Partnership's  investment
property for providing  property  management  services.  The Partnership paid to
such  affiliates  approximately  $287,000  and $299,000 for the six months ended
June 30, 2002 and 2001, respectively, which are included in operating expenses.

Affiliates  of  NHP  were  eligible  to  receive  reimbursement  of  accountable
administrative expenses amounting to approximately $411,000 and $420,000 for the
six months  ended June 30, 2002 and 2001,  respectively,  which are  included in
general  and   administrative   expenses,   investment   properties   and  other
liabilities.  Included  in  these  amounts  are  fees  related  to  construction
management  services  provided by an affiliate of NHP of approximately  $187,000
and $178,000 for the six months ended June 30, 2002 and 2001, respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current additions to investment property. At June 30, 2002 approximately $36,000
was owed to affiliates for unpaid reimbursements.

In  accordance  with the  Partnership  Agreement,  NHP  loaned  the  Partnership
approximately  $156,000  during the three  months  ended June 30,  2002 to cover
capital  improvements.  Interest is charged at the prime rate plus 2%.  Interest
expense was  approximately  $1,000 for the three months ended June 30, 2002. The
Partnership  repaid the  entire  loan and  accrued  interest  by June 30,  2002.
Subsequent  to  June  30,  2002  NHP  loaned  an  additional  $1,708,000  to the
Partnership to cover property  improvements  required by the holder of the first
mortgage  encumbering the  Partnership's  property to be made to the property in
2002.  Subsequent to June 30, 2002,  this loan was repaid from proceeds from the
financing of a second mortgage, which closed August 2, 2002 (see Note D).

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner. During the six months ended June 30, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$138,000 and $127,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note C - Contingencies

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

Note D - Subsequent Event

On  August  2,  2002,  the  Partnership  obtained  additional  financing  on its
investment  property in the amount of $9,500,000.  The second mortgage carries a
stated  interest rate of 6.50%.  Principal  and interest  payments on the second
mortgage of approximately  $75,000 will be due monthly beginning October 1, 2002
until  the loan  matures  in July  2020,  at which  time the loan  will be fully
amortized.


<PAGE>




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

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The  Partnership's  sole  asset  is a 1,229  unit  apartment  complex  known  as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for both the six months ended June 30, 2002 and 2001 was 96%.

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2002 was
approximately  $730,000 as compared to net income of approximately  $732,000 for
the six months ended June 30, 2001. The  Partnership's  net income for the three
months ended June 30, 2002 was approximately  $342,000 compared to net income of
approximately  $516,000 for the three months ended June 30, 2001. Net income for
the six months ended June 30, 2002 remained relatively constant as a decrease in
total  revenues was offset by a decrease in total  expenses.  Net income for the
three months ended June 30, 2002  decreased due to a decrease in total  revenues
and, to a lesser extent, an increase in total expenses.

Total revenues decreased for the three and six months ended June 30, 2002 due to
decreases in rental income and other income.  Rental income decreased  primarily
due to an increase in bad debt expense. The decrease in other income for the six
months ended June 30, 2002 is primarily  due to a decrease in corporate  housing
income,  which is no longer offered at the property,  and a decrease in interest
income,  partially  offset  by an  increase  in  utility  reimbursements  and an
increase in insurance proceeds.

Total expenses  increased slightly for the three months ended June 30, 2002, due
to an increase in depreciation  expense,  partially  offset by decreases in both
operating  and interest  expense.  Property  tax and general and  administrative
expenses remained  relatively constant for the three months ended June 30, 2002.
Total expenses decreased for the six months ended June 30, 2002 due primarily to
a decrease in operating expense and, to a lesser extent,  decreases in interest,
property  tax, and general and  administrative  expenses.  The decrease in total
expenses  for the six months  ended  June 30,  2002 was  partially  offset by an
increase in depreciation expense. The decrease in operating expense for both the
three and six months  ended  June 30,  2002 is  primarily  due to  decreases  in
corporate housing  expenses,  which are no longer being offered at the property,
utility expenses, maintenance expense, payroll related expenses, and advertising
expense as a result of  decreased  referral  fees.  The  decrease  in  operating
expense was partially offset by an increase in insurance  expense as a result of
increased premiums.  The decrease in interest expense for both the three and six
months ended June 30, 2002 is due to scheduled principal payments resulting in a
lower carrying  balance of the mortgage  encumbering the property.  Property tax
expense  decreased  for the six months ended June 30, 2002 due to the timing and
receipt of property  tax bills which  affected  the  Partnership's  property tax
accrual  during  the first  quarter  of the  prior  year.  Depreciation  expense
increased  for both the three and six months ended June 30, 2002 due to property
improvements and replacements placed into service during the past twelve months.

General and  administrative  expense decreased for the six months ended June 30,
2002 due to a decrease in management reimbursements to NHP and its affiliates as
allowed under the Partnership Agreement. In addition,  costs associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit  required by the  Partnership  Agreement  are also  included in
general and administrative expense at both June 30, 2002 and 2001.

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

Liquidity and Capital Resources

At June 30, 2002, the Partnership had cash and cash equivalents of approximately
$1,223,000,  compared to approximately $1,497,000 at June 30, 2001. The increase
in cash and cash equivalents of approximately  $974,000 for the six months ended
June 30, 2002, from the Partnership's calendar year end, is due to approximately
$2,861,000  of cash  provided  by  operating  activities,  partially  offset  by
approximately  $1,272,000 of cash used in investing activities and approximately
$615,000 of cash used in financing activities. Cash used in financing activities
consisted  of  payments  of  principal  made  on the  mortgage  encumbering  the
Partnership's  investment  property  and the  repayment  of an advance  from NHP
partially  offset by the receipt of an advance from NHP.  Cash used in investing
activities consisted of property improvements and replacements.  The Partnership
invests its working capital reserves in interest bearing accounts.

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 property 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.  Capital  improvements planned for
the Partnership's investment property are as follows.

The Partnership has budgeted, but is not limited to, approximately $1,433,000 of
capital  improvements  at the  property  for 2002  which  consist  primarily  of
structural  improvements,  interior  improvements,  garage and carport upgrades,
patio  and  balcony  upgrades,  energy  conservation  improvements,  maintenance
equipment, cabinet replacement, air conditioning and heating upgrades, and floor
covering   replacement.   As  of  June  30,  2002,  the   Partnership   expended
approximately  $194,000  for capital  improvements  at its  investment  property
consisting  primarily  of  clubhouse  renovations,  air  conditioning  upgrades,
elevator  and  structural  improvements,  patio and balcony  upgrades,  interior
improvements,  major landscaping, water heaters, and floor covering replacement.
These  improvements  were  funded  from  operations.  The  mortgage  company  is
requiring that certain improvements be made to the property within the remainder
of 2002.  Most of these  improvements  have been  included  in the 2002  budget.
Subsequent  to  June  30,  2002,  NHP  loaned  approximately  $1,078,000  to the
Partnership to cover the anticipated cost of these  improvements.  Subsequent to
June 30, 2002, this loan was repaid from proceeds from the financing of a second
mortgage, which closed August 2, 2002 (see discussion below).

The Partnership's  current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The first mortgage
indebtedness  of  approximately  $48,765,000 is being  amortized over 240 months
until  the loan  matures  on July 1,  2020 at which  time the loan will be fully
amortized.  On August 2, 2002, the Partnership  obtained additional financing on
its investment property in the amount of $9,500,000. The second mortgage carries
a stated interest rate of 6.50%.  Principal and interest  payments on the second
mortgage of approximately  $75,000 will be due monthly beginning October 1, 2002
until  the loan  matures  in July  2020,  at which  time the loan  will be fully
amortized.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2002         Unit        June 30, 2001         Unit

<S>                    <C>              <C>              <C>               <C>
Operations             $   --           $   --           $  562            $962.90
</TABLE>

During the six months ended June 30, 2001, the  Partnership  paid  approximately
$2,080,000 in  distributions  from cash from operations that the Partnership had
declared at December 31, 2000. The Partnership's cash available for distribution
is reviewed on a monthly  basis.  Future cash  distributions  will depend on the
levels of net cash generated from operations, the availability of cash reserves,
and the timing of the debt maturity, refinancing and/or property sale. There can
be no assurance,  however,  that the Partnership will generate  sufficient funds
from operations after required capital  expenditures to permit  distributions to
its partners during the remainder of 2002 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 382.48 limited  partnership  units
(the "Units") in the Partnership representing 67.58% of the outstanding Units at
June 30, 2002. 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 of limited partnership interest in the Partnership
in  exchange  for  cash or a  combination  of cash and  units  in the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  As a result of its ownership of 67.58% of the outstanding
Units,  AIMCO is in a position to control all voting  decisions  with respect to
the  Registrant.  Although the associate  general partner of the General Partner
owes fiduciary duties to the limited partners of the Partnership,  the associate
general partner of the General  Partner also owes fiduciary  duties to AIMCO, as
its sole stockholder.  As a result, the duties of the Associate General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Associate 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 property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

                           PART II - OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

               Exhibit 3.1 Riverside Park Associates Limited Partnership Amended
          and  Restated  Limited  Partnership  Agreement,  dated July 15,  1986;
          incorporated  by  reference  to  the  Exhibits  to  the   Registrant's
          Registration   Statement   on  Form  10,  filed  on  April  29,  1987.
          (Commission Partnership file number 0-15740).

               Exhibit 3.2 Certificate of Limited  Partnership of Riverside Park
          Associates Limited  Partnership,  filed with the Secretary of State of
          Delaware  May 14, 1986;  incorporated  by reference to the exhibits to
          the Registrant's Annual Report filed on Form 10-K on March 30, 1988.

               Exhibit  3.3  Amendment  to  Amended  and  Restated   Partnership
          Agreement of  Riverside  Park  Associates  Limited  Partnership  dated
          August 23,  1995;  incorporated  by  reference  to the Exhibits to the
          Registrant's  Annual  Report  filed on Form 10KSB,  filed on March 31,
          1998.

               Exhibit  10(f)  Multifamily  Note dated  August 2,  2002,  by and
          between  Riverside  Park  Associates  Limited  Partnership  and Reilly
          Mortgage Group, Inc., a District of Columbia corporation.

               Exhibit 99  Certification  of Chief  Executive  Officer and Chief
          Financial Officer

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2002.

                                   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.



                                  RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP


                                    By:   WINTHROP FINANCIAL ASSOCIATES,
                                          A LIMITED PARTNERSHIP
                                          General Partner


                                    By:   NHP Management Company,
                                          Associate General Partner


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


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


                                    Date: August 14, 2002

Exhibit 99


                          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  Riverside  Park
Associates (the "Partnership"),  for the quarterly period ended June 30, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the Chief Executive Officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 14, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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


Exhibit 10(f)


                                                       FHLMC Loan No. 002698242
                                                      Riverside Park Apartments

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $9,500,000.00                                          As of August 2, 2002


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one) promises to pay to the order of REILLY  MORTGAGE  GROUP,  INC., a
District of Columbia corporation, the principal sum of Nine Million Five Hundred
Thousand  and 00/100  Dollars (US  $9,500,000.00),  with  interest on the unpaid
principal balance at the annual rate of Six and Five Hundred Thousandths percent
(6.500%).

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

2.  Address for  Payment.  All  payments due under this Note shall be payable at
2010 Corporate Ridge, Suite 1000, McLean, Virginia 22102, or such other place as
may be designated by written notice to Borrower from or on behalf of Lender.

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

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of  Seventy  Four  Thousand  Nine  Hundred  Six and  76/100  Dollars  (US
$74,906.76),  shall be  payable  on the first  day of each  month  beginning  on
October 1, 2002,  until the entire unpaid  principal  balance  evidenced by this
Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2020 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

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

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

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

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

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

9.    Limits on Personal Liability.

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

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

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

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date that is [SEE  EXHIBIT A] months  after the first day of the first  calendar
month  following  the date of this Note (the "Yield  Maintenance  Period"),  the
prepayment  premium shall be whichever is the greater of  subparagraphs  (i) and
(ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the excess (if any) of the Monthly  Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            8.750% U.S.  Treasury  Security due May 1, 2017,  as reported in The
            Wall  Street  Journal,  expressed  as a decimal  calculated  to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            2. If the  prepayment  is made  after  the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

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

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

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

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

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

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

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

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

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
            X    Exhibit A      Modifications to Multifamily Note
            -----

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



<PAGE>


                                    AIMCO RIVERSIDE PARK, L.L.C., a Delaware
                                       limited liability company

                                    By:   NHP Management Company, a District of
                                          Columbia corporation, its Manager



                                       By:
                                             Patti K. Fielding
                                             Senior Vice President


                                   57-1102091
                                   Borrower's Social Security/Employer ID Number







<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS THE ___ DAY OF AUGUST, 2002.

REILLY MORTGAGE GROUP, INC., a District
   of Columbia corporation



By:_________________________________
   Mark E. Gordon
   Assistant Vice President


<PAGE>



                                                                        PAGE A-2
                                    EXHIBIT A


                        Modifications to Multifamily Note

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other Event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.  Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Subparagraph  10(c) (1) is deleted to the colon and replaced  with
      the  following  text.  The  text  after  the  colon  shall  remain
      unchanged.

               (1)If  prepayment  is made between the date of this Note and July
                  1, 2015  (the  "Yield  Maintenance  Period"),  the  prepayment
                  premium shall be whichever is the greater of subparagraphs (i)
                  and (ii) below:

4.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.