MULTIFAMILY NOTE

US $4,000,000.00                                         New York, New York
                                                   As of September 30, 1996

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

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

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

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

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

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

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

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

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

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

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


                              NATIONAL PROPERTY INVESTORS 6, a California
                              limited partnership

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

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


                            CORPORATE ACKNOWLEDGEMENT

STATE OF  New York

COUNTY OF  New York


     I, a Notary Public of the County and State aforesaid, certify that William
H. Jarrard, Jr., personally appeared before me this day and acknowledged that
(s)he is President of NPI Equity Investments Inc., a Florida corporation, and
that by authority duly given and as the act of the corporation in its capacity
as a general partner in and on behalf of National Property Investors 6, a
California limited partnership, the foregoing instrument was signed in its name
by its  President, sealed with its corporate seal and attested by (him) (her) as
its  Secretary.

     Witness my hand and official stamp or seal, this 26 day of September, 1996.


                                    /s/Christopher Olenik
                                    Notary Public

My Commission Expires:
September 9, 1998