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, 2005


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


             For the transition period from _________to _________

                         Commission file number 0-11935


                           CENTURY PROPERTIES FUND XIX
        (Exact name of small business issuer as specified in its charter)



         California                                              94-2887133
(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)



Check  whether the issuer (i) 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 ___



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                           CENTURY PROPERTIES FUND XIX

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

                                  June 30, 2005
<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 3,413
   Receivables and deposits                                                     473
   Restricted escrows                                                         1,237
   Other assets                                                               1,493
   Assets held for sale (Note A)                                              3,536
   Investment properties:
      Land                                                    $ 8,774
      Buildings and related personal property                  75,023
                                                               83,797
      Less accumulated depreciation                           (50,815)       32,982
                                                                           $ 43,134
Liabilities and Partners' (Deficiency) Capital
Liabilities
   Accounts payable                                                          $ 495
   Tenant security deposits payable                                             235
   Accrued property taxes                                                       486
   Other liabilities                                                            539
   Mortgage notes payable                                                    45,369
   Liabilities related to assets held for sale (Note A)                       4,928

Partners' (Deficiency) Capital
   General partner                                            $(10,053)
   Limited partners (89,292 units issued and
      outstanding)                                              1,135        (8,918)
                                                                           $ 43,134

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




                           CENTURY PROPERTIES FUND XIX

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

<TABLE>
<CAPTION>

                                              Three Months                Six Months
                                             Ended June 30,             Ended June 30,
                                           2005         2004          2005          2004
                                                     (Restated)                  (Restated)

Revenues:
<S>                                      <C>           <C>           <C>           <C>
  Rental income                          $ 2,715       $ 2,479       $ 5,339       $ 4,955
  Other income                               305           373           616           728
  Casualty gain (Note C)                      10            --            26            --
       Total revenues                      3,030         2,852         5,981         5,683

Expenses:
  Operating                                1,553         1,384         2,956         2,600
  General and administrative                 109           129           222           238
  Depreciation                               740           732         1,479         1,453
  Interest                                   656           681         1,339         1,357
  Property taxes                             251           242           494           490
       Total expenses                      3,309         3,168         6,490         6,138

Loss from continuing operations             (279)         (316)         (509)         (455)
Income (loss) from discontinued
  operations (Note A)                          9           (40)           44           (97)

Net loss                                  $ (270)      $ (356)       $ (465)       $ (552)

Net loss allocated to general
  partner                                 $ (32)        $ (42)        $ (56)        $ (65)
Net loss allocated to limited
  partners                                  (238)         (314)         (409)         (487)

                                          $ (270)      $ (356)       $ (465)       $ (552)

Per limited partnership unit:
  Loss from continuing operations        $ (2.76)      $ (3.12)      $ (5.02)      $ (4.50)
  Income (loss) from discontinued
     operations                             0.09         (0.40)         0.44         (0.95)
Net loss                                 $ (2.67)      $ (3.52)      $ (4.58)      $ (5.45)

Distribution per limited
  partnership unit                         $ --         $ --          $ --         $ 5.92


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                           CENTURY PROPERTIES FUND XIX

           CONSOLIDATED STATEMENT OF PARTNERS' (DEFICIENCY) CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                     Limited
                                    Partnership    General      Limited
                                       Units       Partner      Partners       Total

<S>                                    <C>           <C>        <C>           <C>
Original capital contributions         89,292        $ --       $89,292       $89,292

Partners' (deficiency) capital
   at December 31, 2004               89,292       $ (9,997)    $ 1,544       $(8,453)

Net loss for the six months
   ended June 30, 2005                    --            (56)       (409)         (465)

Partners' (deficiency) capital
   at June 30, 2005                   89,292       $(10,053)    $ 1,135       $(8,918)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                           CENTURY PROPERTIES FUND XIX

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    Six Months Ended
                                                                        June 30,
                                                                       2005     2004
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net loss                                                         $ (465)     $ (552)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                   1,479        1,631
     Amortization of loan costs                                        61           52
     Casualty gain                                                    (26)          --
     Change in accounts:
      Receivables and deposits                                        (91)        (148)
      Other assets                                                   (118)        (169)
      Accounts payable                                                (71)         (66)
      Tenant security deposits payable                                  7           (7)
      Accrued property taxes                                          264          370
      Due to affiliates                                               (75)          38
      Due to former affiliate                                          --         (376)
      Other liabilities                                                 1          (29)
         Net cash provided by operating activities                    966          744

Cash flows from investing activities:
  Property improvements and replacements                           (1,274)        (624)
  Net insurance proceeds received                                      33           --
  Net deposits to restricted escrows                                 (377)         (39)
         Net cash used in investing activities                     (1,618)        (663)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (590)        (580)
  Repayment of mortgage notes payable                             (16,836)          --
  Proceeds from mortgage notes payable                             22,000           --
  Distributions to partners                                            --         (600)
  Advances from affiliates                                            622          241
  Repayment of advances from affiliates                            (1,409)          --
  Loan costs paid                                                    (246)          --
         Net cash provided by (used in) financing activities        3,541         (939)

Net increase (decrease) in cash and cash equivalents                2,889         (858)
Cash and cash equivalents at beginning of period                      524        1,250
Cash and cash equivalents at end of period                        $ 3,413       $ 392

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,433      $ 1,507

Supplemental disclosure of non-cash flow information:
  Property improvements and replacements in accounts payable       $ 398        $ 93

At December 31,  2004,  accounts  payable  included  approximately  $110,000 for
property   improvements  and  replacements,   which  are  included  in  property
improvements and replacements for the six months ended June 30, 2005.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                           CENTURY PROPERTIES FUND XIX

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Century
Properties Fund XIX (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 Fox Partners II,
a California  general  partnership.  The general partners of Fox Partners II are
Fox Capital Management Corporation ("FCMC" or the "Managing General Partner"), a
California  corporation,  Fox Realty  Investors  ("FRI"),  a California  general
partnership, and Fox Partners 83, a California general partnership. The Managing
General Partner is a subsidiary of Apartment  Investment and Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the  six  month  period  ended  June  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  consolidated
financial  statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  consolidated  statements of  operations  for the three and six months ended
June 30,  2004 have been  restated  to reflect  the  operations  of Misty  Woods
Apartments as income (loss) from discontinued operations due to the intention of
the Managing  General Partner to sell the property within one year.  Included in
income  (loss) from  discontinued  operations  for the six months ended June 30,
2005 and 2004, is approximately $666,000 and $633,000,  respectively, of revenue
generated by the property.  The assets and liabilities of Misty Woods Apartments
are shown as held for sale on the accompanying consolidated balance sheet.

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  certain  payments  to
affiliates for services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from all
of  the  Partnership's   properties  as  compensation  for  providing   property
management  services.  The  Partnership  paid to such  affiliates  approximately
$327,000  and  $311,000  for the six  months  ended  June  30,  2005  and  2004,
respectively,  which is included in operating  expenses  and income  (loss) from
discontinued operations.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $99,000 and
$90,000 for the six months ended June 30, 2005 and 2004, respectively,  which is
included in general and administrative expenses.

Pursuant  to  the  Partnership  Agreement,  for  managing  the  affairs  of  the
Partnership,  the Managing  General Partner is entitled to receive a Partnership
management fee equal to 10% of the  Partnership's  adjusted cash from operations
as distributed. During the six months ended June 30, 2004, approximately $60,000
was paid to the Managing General Partner and is included in distributions to the
Managing General Partner. No fee was earned during the six months ended June 30,
2005 because there were no distributions from operations.

An  affiliate  of  the  Managing  General  Partner  has  made  available  to the
Partnership  a  credit  line  of  up to  $150,000  per  property  owned  by  the
Partnership.  This credit limit was exceeded by the  Managing  General  Partner.
During the six months ended June 30, 2005 and 2004, an affiliate of the Managing
General Partner  advanced the Partnership  approximately  $622,000 and $241,000,
respectively,  to pay property taxes and redevelopment and operating expenses at
several of the Partnership's properties.  Interest on the credit line is charged
at the  prime  rate  plus 2% or 8.25% at June 30,  2005.  Interest  expense  was
approximately  $34,000  and $2,000 for the six  months  ended June 30,  2005 and
2004,  respectively.  During the six months ended June 30, 2005, the Partnership
repaid  approximately  $1,458,000 in principal and interest with the refinancing
proceeds from Greenspoint Apartments (Note D).

The  Partnership  insures its properties up to certain  limits through  coverage
provided  by AIMCO  which is Managing  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 six months
ended  June 30,  2005 and 2004,  the  Partnership  was  charged by AIMCO and its
affiliates  approximately  $198,000 and  $191,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note C - Casualties

In December 2004, one of the Partnership's  investment properties,  Vinings Peak
Apartments,  incurred damages as a result of a fire. As a result of the damages,
approximately  $23,000 of fixed assets and approximately  $16,000 of accumulated
depreciation  were written off during the six months  ended June 30,  2005.  The
property received  approximately  $33,000 in proceeds from the insurance company
to repair the damaged  units and  recognized  a casualty  gain of  approximately
$26,000 as a result of the difference  between the proceeds received and the net
book value of the buildings which were damaged.

In 2004,  Sunrunner  Apartments  experienced  damage from Hurricanes Frances and
Jeanne.  The Partnership  estimates total damage costs from Hurricane  Jeanne of
approximately $131,000, which the Partnership expects to be partially covered by
insurance  proceeds.  The Partnership  does not expect a casualty loss to result
from this event.  During 2004,  the  Partnership  recognized a casualty  loss of
approximately  $8,000 related to damages from Hurricane Frances.  During the six
months ended June 30, 2005, the Partnership revised the estimated damages to the
building and as a result,  reversed  the write off of net assets and  associated
casualty  loss.  The income of  approximately  $8,000 is included  in  operating
expense.

Note D - Refinancing of Mortgage Note Payable

On May 17, 2005 the Partnership refinanced the mortgage encumbering  Greenspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $7,977,000 with a new mortgage of  $11,000,000.  The mortgage was
refinanced at a rate of 5.31%  compared to the prior rate of 8.33%.  Payments of
approximately  $66,000  are due on the first  day of each  month.  The  mortgage
matures on June 1, 2030,  at which time it is scheduled  to be fully  amortized.
The lender can  exercise a call option on the  mortgage on May 1, 2012 and every
fifth  anniversary  thereafter.  After payment of closing costs of approximately
$114,000,   which  were   capitalized  and  included  in  other  assets  on  the
consolidated balance sheet, and interest,  the Partnership received net proceeds
of approximately $2,880,000.

On May 27, 2005 the Partnership  refinanced the mortgage encumbering  Sandspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $8,859,000 with a new mortgage of  $11,000,000.  The new mortgage
has a rate equal to the one-month LIBOR plus 145 basis points (4.79% at June 30,
2005) compared to the prior rate of 8.33%. The mortgage  requires  interest only
payments until the loan matures on June 1, 2007. The  Partnership has the option
to extend the maturity date of the mortgage for two additional  six-month terms.
In addition,  the loan requires  monthly escrow deposits and the Partnership was
required to establish a repair escrow of approximately  $370,000 at the closing.
After payment of closing costs of approximately $132,000, which were capitalized
and included in other assets on the consolidated balance sheet, interest and the
establishment  of the repair escrow,  the  Partnership  received net proceeds of
approximately $1,626,000.

Note E - 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 Appeal reversed the trial court's order striking the
first amended complaint.

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.

As previously disclosed,  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  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. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
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.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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 consolidated 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  consolidated
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 consolidated financial condition or
results of operations.


<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,  excluding one property held for sale,
consist of six apartment  complexes.  The following table sets forth the average
occupancy of the properties for the six months ended June 30, 2005 and 2004:

                                                   Average Occupancy
      Property                                      2005       2004

      Sunrunner Apartments (1)                      96%        91%
         St. Petersburg, Florida
      Vinings Peak Apartments (1)                   95%        89%
         Atlanta, Georgia
      Plantation Crossing (2)                       92%        89%
         Atlanta, Georgia
      Wood Lake Apartments (1)                      94%        91%
         Atlanta, Georgia
      Greenspoint Apartments (1)                    93%        83%
         Phoenix, Arizona
      Sandspoint Apartments (3)                     78%        88%
         Phoenix, Arizona

   (1)      The Managing General Partner attributes the increase in occupancy at
            Sunrunner,  Vinings Peak, Wood Lake, and  Greenspoint  Apartments to
            favorable market conditions and increased marketing efforts by local
            management.

   (2)      The Managing General Partner attributes the increase in occupancy at
            Plantation Crossing Apartments to apartment  renovations and special
            leasing promotions.

   (3)      The Managing General Partner attributes the decrease in occupancy at
            Sandspoint  Apartments to increased credit standards for prospective
            tenants.

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.

Results of Operations

The Partnership's net loss was approximately $270,000 and $465,000 for the three
and six  months  ended  June 30,  2005,  respectively,  compared  to net loss of
approximately  $356,000 and $552,000 for the corresponding  periods in 2004. The
decrease in net loss for the three and six months  ended June 30, 2005 is due to
an  increase  in  total  revenues  and a  decrease  in  loss  from  discontinued
operations partially offset by an increase in total expenses.

In  accordance  with  Statement of Financial  Accounting  Standards No. 144, the
accompanying  consolidated statements of operations for the three and six months
ended June 30, 2004 have been restated to reflect the  operations of Misty Woods
Apartments as income (loss) from discontinued operations due to the intention of
the Managing  General Partner to sell the property within one year.  Included in
income  (loss) from  discontinued  operations  for the six months ended June 30,
2005 and 2004 is approximately $666,000 and $633,000,  respectively,  of revenue
generated by the property.

Excluding the  discontinued  operations,  the  Partnership  realized a loss from
continuing  operations of approximately  $279,000 and $509,000 for the three and
six months ended June 30, 2005, respectively, compared to a loss from continuing
operations of approximately  $316,000 and $455,000 for the corresponding periods
in 2004.  The decrease in loss from  continuing  operations for the three months
ended June 30, 2005 is due to an increase in total revenues  partially offset by
an increase in total expenses.  The increase in loss from continuing  operations
for the six months  ended June 30, 2005 is due to an increase in total  expenses
partially  offset  by an  increase  in total  revenues.  The  increase  in total
revenues  for the three and six month  periods is due to an  increase  in rental
income and a casualty gain recognized in 2005 partially  offset by a decrease in
other income.  Rental income  increased due to increases in occupancy at five of
the investment properties and in the average rental rate at Sunrunner Apartments
and a decrease in bad debt expense at all of the investment properties partially
offset by a  decrease  in  occupancy  at  Sandspoint  Apartments.  Other  income
decreased due to decreases in lease  cancellation fees at five of the investment
properties, in cleaning and damage fees at Greenspoint and Sandspoint Apartments
and in late charges at Sandspoint  Apartments partially offset by an increase in
utility reimbursements at all of the investment properties.

In December 2004, one of the Partnership's  investment properties,  Vinings Peak
Apartments,  incurred damages as a result of a fire. As a result of the damages,
approximately  $23,000 of fixed assets and approximately  $16,000 of accumulated
depreciation  were written off during the six months  ended June 30,  2005.  The
property received  approximately  $33,000 in proceeds from the insurance company
to repair the damaged  units and  recognized  a casualty  gain of  approximately
$26,000 as a result of the difference  between the proceeds received and the net
book value of the buildings which were damaged.

Total expense  increased for the three and six months ended June 30, 2005 due to
increases in operating and depreciation  expenses  partially offset by decreases
in general and administrative and interest expenses. Operating expense increased
due  to  increases  in  property  and  maintenance  expenses.  Property  expense
increased due to increases in payroll and related  benefits and utilities at all
of the Partnership's investment properties. Maintenance expense increased due to
increases  in contract  labor and parts and  supplies at five of the  investment
properties.  Depreciation  expense  increased  due to fixed  assets  placed into
service at all of the investment  properties.  Interest expense decreased due to
the  refinancings of Greenspoint and Sandspoint  Apartments in May 2005 at lower
interest rates  partially  offset by an increase in interest on advances from an
affiliate of the Managing General Partner.

General and  administrative  expense for the three and six months ended June 30,
2005  decreased  due  to  decreases  in the  cost  of the  annual  audit  and in
administrative  costs associated with a property that sold in 2003.  Included in
general and  administrative  expenses for the six months ended June 30, 2005 and
2004 are management  reimbursements  to the Managing  General Partner as allowed
under the  Partnership  Agreement.  Also included in general and  administrative
expenses are costs associated with the quarterly and annual  communications with
investors and regulatory agencies.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$3,413,000  compared to  approximately  $392,000 at June 30,  2004.  For the six
months ended June 30, 2005, cash and cash  equivalents  increased  approximately
$2,889,000  due  to  approximately   $966,000  of  cash  provided  by  operating
activities and approximately $3,541,000 of cash provided by financing activities
partially  offset  by  approximately   $1,618,000  of  cash  used  in  investing
activities. Cash provided by financing activities consisted of proceeds from the
refinancing of the mortgages  encumbering  Greenspoint and Sandspoint Apartments
and  advances  received  from  an  affiliate  of the  Managing  General  Partner
partially  offset by  repayment  of advances  from an  affiliate of the Managing
General  Partner,   repayment  of  the  mortgages  encumbering  Greenspoint  and
Sandspoint Apartments, loan costs paid and payments on the mortgages encumbering
the  investment  properties.  Cash used in  investing  activities  consisted  of
deposits  to  restricted  escrows and  property  improvements  and  replacements
partially offset by insurance  proceeds  received.  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  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 planned for each of
the Partnership's properties are detailed below.

Wood Lake Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $177,000  of  capital  improvements  at the  property  consisting
primarily of  structural  upgrades,  fitness  equipment  and appliance and floor
covering  replacements.  These improvements were funded from operating cash flow
and advances from an affiliate of the Managing General Partner.  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  replacement  reserves  and  anticipated  cash flow  generated by the
property.

Greenspoint Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $219,000  of  capital  improvements  at the  property  consisting
primarily of parking lot resurfacing,  plumbing fixtures, roof replacements, and
floor covering replacements.  These improvements were funded from operating cash
flow and  advances  from an  affiliate  of the  Managing  General  Partner.  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.

Sandspoint Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $315,000  of  capital  improvements  at the  property  consisting
primarily of structural upgrades, fencing, major landscaping, and sign and floor
covering replacements.  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 replacement  reserves and anticipated  cash
flow generated by the property.

Vinings Peak Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $264,000  of  capital  improvements  at the  property  consisting
primarily of structural  upgrades,  casualty  repairs,  and appliance,  plumbing
fixture,  and floor covering  replacements.  These improvements were funded from
operating cash flow,  advances from an affiliate of the Managing General Partner
and  insurance  proceeds.   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  replacement  reserves and
anticipated cash flow generated by the property.

Plantation Crossing Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $244,000  of  capital  improvements  at the  property  consisting
primarily of major landscaping,  parking lot resurfacing,  gutters and appliance
and floor covering  replacements.  These improvements were funded from operating
cash flow and  replacement  reserves.  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  replacement  reserves and
anticipated cash flow generated by the property.

Sunrunner Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $144,000  of  capital  improvements  at the  property  consisting
primarily of casualty repairs,  air conditioning units,  building upgrades,  and
floor covering replacements.  These improvements were funded from operating cash
flow. The property is currently  undergoing a redevelopment  project in order to
become  more  competitive  with  other  properties  in the area in an  effort to
increase occupancy at the property.  Based on current  redevelopment  plans, the
Managing  General Partner  anticipates the  redevelopment to be completed in the
second quarter of 2006 at a total estimated cost of approximately  $2,583,000 of
which  approximately  $26,000 was completed as of June 30, 2005.  The project is
being funded by operations, proceeds from the mortgage refinancings and advances
from  an  affiliate  of  the  Managing  General  Partner.  In  addition  to  the
redevelopment  project,  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.

Misty Woods Apartments

During  the  six  months  ended  June  30,  2005,  the   Partnership   completed
approximately  $199,000  of  capital  improvements  at the  property  consisting
primarily  of  retaining  wall  improvements,  major  landscaping,  parking  lot
resurfacing and floor covering replacements. These improvements were funded from
operating  cash flow and advances  from an  affiliate  of the  Managing  General
Partner. The Managing General Partner intends to sell the property.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  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  generally  sufficient  for  any
near-term needs  (exclusive of capital  improvements)  of the  Partnership.  The
mortgage  indebtedness  encumbering  Sunrunner  and  Greenspoint  Apartments  of
approximately $15,194,000 matures in September 2021 and June 2030, at which time
the loans are  scheduled to be fully  amortized.  The lender can exercise a call
option on the  Greenspoint  mortgage on May 1, 2012 and every fifth  anniversary
thereafter.  The mortgage  indebtedness  encumbering  Vinings  Peak,  Plantation
Crossing and Woods Lake Apartments of approximately  $19,175,000 matures in July
2013 at which time balloon payments of  approximately  $12,521,000 are required.
The mortgage  indebtedness  encumbering  Sandspoint  Apartments of approximately
$11,000,000  matures in June 2007 at which time the entire principal  balance of
the loan is due. The  Partnership  has the option to extend the maturity date of
the mortgage for two additional  six-month  terms.  The Managing General Partner
will attempt to refinance such indebtedness  and/or sell the properties prior to
such  maturity  dates.  If any  property  cannot  be  refinanced  or sold  for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

On May 17, 2005 the Partnership refinanced the mortgage encumbering  Greenspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $7,977,000 with a new mortgage of  $11,000,000.  The mortgage was
refinanced at a rate of 5.31%  compared to the prior rate of 8.33%.  Payments of
approximately  $66,000  are due on the first  day of each  month.  The  mortgage
matures on June 1, 2030,  at which time it is scheduled  to be fully  amortized.
The lender can  exercise a call option on the  mortgage on May 1, 2012 and every
fifth  anniversary  thereafter.  After payment of closing costs of approximately
$114,000,   which  were   capitalized  and  included  in  other  assets  on  the
consolidated balance sheet, and interest,  the Partnership received net proceeds
of approximately $2,880,000.

On May 27, 2005 the Partnership  refinanced the mortgage encumbering  Sandspoint
Apartments.  The  refinancing  replaced the previous  mortgage  indebtedness  of
approximately  $8,859,000 with a new mortgage of  $11,000,000.  The new mortgage
has a rate equal to the one-month LIBOR plus 145 basis points (4.79% at June 30,
2005) compared to the prior rate of 8.33%. The mortgage  requires  interest only
payments until the loan matures on June 1, 2007. The  Partnership has the option
to extend the maturity date of the mortgage for two additional  six-month terms.
In addition,  the loan requires  monthly escrow deposits and the Partnership was
required to establish a repair escrow of approximately  $370,000 at the closing.
After payment of closing costs of approximately $132,000, which were capitalized
and included in other assets on the consolidated balance sheet, interest and the
establishment  of the repair escrow,  the  Partnership  received net proceeds of
approximately $1,626,000.

The following table sets forth the distributions made by the Partnership for the
six months June 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                         Per Limited                      Per Limited
                     Six Months Ended    Partnership   Six Months Ended   Partnership
                      June 30, 2005         Unit         June 30, 2004        Unit

<S>                        <C>              <C>              <C>             <C>
Operations                 $ --             $ --             $ 600           $ 5.92
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves and the timing of debt maturities,
property  sales  and/or  refinancings.  The  Partnership's  cash  available  for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  expenditures to permit any  distributions  to its partners in
2005 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 58,431.66 limited partnership units
(the "Units") in the Partnership representing 65.44% of the outstanding Units at
June 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 65.44% of
the outstanding  Units,  AIMCO and its affiliates are in a position to influence
all such voting decisions with respect to the Partnership. However, with respect
to the 25,228.66 Units acquired on January 19, 1996, AIMCO IPLP, L.P.  ("IPLP"),
an affiliate of the Managing  General Partner and of AIMCO,  agreed to vote such
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 vote cast by third  party  unitholders.
Except for the foregoing, no other limitations are imposed on IPLP's, AIMCO's or
any other  affiliates'  right to vote  each Unit  held.  Although  the  Managing
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as
its sole stockholder.  As a result,  the duties of the Managing General Partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the Managing  General  Partner to AIMCO as
its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated 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

The investment  properties are recorded at cost, less accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying amount of the 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 Appeal reversed the trial court's order striking the
first amended complaint.

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.

As previously disclosed,  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  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. On June 23, 2005 the Court  conditionally  certified  the  collective
action  on both the  on-call  and  overtime  issues.  The  Court  ruling  allows
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.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  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 consolidated financial condition or
results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<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.



                                    CENTURY PROPERTIES FUND XIX


                                    By:   FOX PARTNERS II
                                          Its General Partner


                                    By:   FOX CAPITAL MANAGEMENT CORPORATION
                                          Its 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: August 12, 2005





<PAGE>


                       CENTURY PROPERTIES INCOME FUND XIX
                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit


       2.1        NPI,  Inc.  Stock  Purchase  Agreement,  dated as of August 7,
                  1995,  incorporated by reference to the  Registrant's  Current
                  Report on Form 8-K dated August 7, 1995.

       2.2        Partnership  Units Purchase  Agreement  dated as of August 17,
                  1995,  incorporated  by  reference  to Exhibit 2.1 to Form 8-K
                  filed by Insignia Financial Group, Inc.  ("Insignia") with the
                  Securities and Exchange Commission on September 1, 1995.

       2.3        Management  Purchase  Agreement  dated as of August 17,  1995,
                  incorporated  by reference to Exhibit 2.2 to Form 8-K filed by
                  Insignia  with  the  Securities  and  Exchange  Commission  on
                  September 1, 1995.

       2.4        Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and  between  AIMCO  and IPT  (incorporated  by  reference  to
                  Exhibit 2.1 of  Registrant's  Current Report on Form 8-K dated
                  October 1, 1998).

       3.4        Agreement of Limited Partnership, incorporated by reference to
                  Exhibit A to the Prospectus of the Partnership dated September
                  20,  1983,  as amended  on June 13,  1989,  and as  thereafter
                  supplemented   contained  in  the  Registrant's   Registration
                  Statement on Form S-11 (Reg. No. 2-79007).

       3.5        Amendment  to the Amended  and  Restated  Limited  Partnership
                  Agreement, dated September 29, 2003, incorporated by reference
                  to Exhibit 3.5 on Form 8-K dated September 29, 2003.

      10.7        First  Mortgage Note from the  Registrant to Secore  Financial
                  Corporation  ("Secore")  relating to the  refinancing of Misty
                  Woods Apartments  incorporated by reference to Exhibit 10.7 to
                  the  Partnership's  Annual  Report  on Form  10-K for the year
                  ended December 31, 1995.

      10.8        First Mortgage and Security Agreement dated as of December 29,
                  1995,   from  the   Registrant  to  Secore   relating  to  the
                  refinancing  of  Misty  Woods   Apartments   incorporated   by
                  reference to Exhibit 10.8 to the Partnership  Annual Report on
                  Form 10-K for the year ended December 31, 1995.

      10.12       Multifamily Note dated August 30, 2001 between GMAC Commercial
                  Mortgage  Corporation and Century  Properties Fund XIX for the
                  refinance of Sunrunner  Apartments,  incorporated by reference
                  to Exhibit 10.12 on Form 8-K dated August 30, 2001.

      10.13       Multifamily  Note for  $4,480,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.13 to
                  Form 8-K dated June 25, 2003.

      10.14       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.14 to
                  Form 8-K dated June 25, 2003.

<PAGE>

      10.15       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.15 to Form 8-K
                  dated June 25, 2003.

      10.16       Multifamily  Note for  $8,470,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.16 to
                  Form 8-K dated June 25, 2003.

      10.17       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.17 to
                  Form 8-K dated June 25, 2003.

      10.18       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.18 to Form 8-K
                  dated June 25, 2003.

      10.19       Multifamily  Note for  $7,500,000  dated June 25, 2003 between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.19 to
                  Form 8-K dated June 25, 2003.

      10.20       Replacement  Reserve  Agreement  dated June 25,  2003  between
                  Century  Properties  Fund XIX and KeyCorp Real Estate  Capital
                  Markets,  Inc.,  incorporated by reference to Exhibit 10.20 to
                  Form 8-K dated June 25, 2003.

      10.21       Repair Escrow  Agreement  dated June 25, 2003 between  Century
                  Properties  Fund XIX and KeyCorp Real Estate Capital  Markets,
                  Inc.,  incorporated  by reference to Exhibit 10.21 to Form 8-K
                  dated June 25, 2003.

      10.26       Promissory Note dated May 17, 2005 between Century  Properties
                  Fund XIX, a California limited partnership and ING USA Annuity
                  and  Life  Insurance  Company  incorporated  by  reference  to
                  Exhibit 10.26 on Form 8-K dated May 17, 2005.

      10.27       Deed of Trust,  Security  Agreement,  Financing  Statement and
                  Fixture Filing,  dated May 17, 2005 between Century Properties
                  Fund XIX, a California limited partnership and ING USA Annuity
                  and  Life  Insurance  Company  incorporated  by  reference  to
                  Exhibit 10.27 on Form 8-K dated May 17, 2005.

      10.28       Loan Agreement dated May 27, 2005 between  Century  Properties
                  Fund XIX, a California limited partnership and GMAC Commercial
                  Mortgage  Bank  incorporated  by reference to Exhibit 10.28 on
                  Form 8-K dated May 27, 2005.

      10.29       Promissory Note dated May 27, 2005 between Century  Properties
                  Fund XIX, a California limited partnership and GMAC Commercial
                  Mortgage  Bank  incorporated  by reference to Exhibit 10.29 on
                  Form 8-K dated May 27, 2005.

      10.30       Deed of  Trust,  Assignment  of  Rents  and  Leases,  Security
                  Agreement  and  Fixture  Filing,  dated May 27,  2005  between
                  Century Properties Fund XIX, a California limited  partnership
                  and GMAC Commercial Mortgage Bank incorporated by reference to
                  Exhibit 10.30 on Form 8-K dated May 27, 2005.
<PAGE>
      10.31       Purchase  and Sale  Contract  between  Century  Woods CPF 19
                  Limited  Partnership  and Juniper  Investment  Group,  Ltd.,
                  dated May 19, 2005.

      10.32       First  Amendment  to  Purchase  and Sale  Contract - Century
                  Woods CPF 19 Limited Partnership, dated June 7, 2005.

      10.33       Second  Amendment  to Purchase  and Sale  Contract - Century
                  Woods CPF 19 Limited Partnership, dated July 7, 2005.

      10.34       Third  Amendment  to  Purchase  and Sale  Contract - Century
                  Woods CPF 19 Limited Partnership, dated July 26, 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.

<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Century Properties
      Fund XIX;

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:  August 12, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior   Vice   President   of  Fox  Capital
                                    Management  Corporation,  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 Century Properties
      Fund XIX;

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:  August 12, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Fox Capital Management
                                    Corporation, 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 Century  Properties
Fund XIX (the  "Partnership"),  for the quarterly  period ended June 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:  August 12, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 12, 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 10.31


                           PURCHASE AND SALE CONTRACT



                                      AMONG



SHELTER PROPERTIES VI LIMITED PARTNERSHIP,  a South Carolina limited partnership
(f/k/a  Shelter  Properties  VI); GLEN HOLLOW LIMITED  PARTNERSHIP,  an Illinois
limited partnership (f/k/a Regency Glen Hollow Limited Partnership); MISTY WOODS
CPF 19 LIMITED  PARTNERSHIP,  a Delaware limited partnership;  TRIANON,  LTD., a
North Carolina limited  partnership;  NATIONAL PINETREE LIMITED  PARTNERSHIP,  a
North Carolina  limited  partnership;  QUAIL WOODS APARTMENT  PARTNERS,  L.P., a
Delaware limited partnership;  REDDMAN-OXFORD ASSOCIATES LIMITED PARTNERSHIP,  a
Maryland  limited  partnership;  NEW SNOWDEN VILLAGE I, L.P., a Delaware limited
partnership;   AND  SNOWDEN  VILLAGE   ASSOCIATES,   L.P.,  a  Delaware  limited
partnership,


                                   AS SELLERS



                                       AND



                         JUNIPER INVESTMENT GROUP, LTD.,


                           a Texas limited partnership


                                  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.......................................8
      2.3   Escrow Provisions Regarding Deposit..............................8

ARTICLE III FEASIBILITY PERIOD..............................................10

      3.1   Feasibility Period..............................................10
      3.2   Expiration of Feasibility Period................................10
      3.3   Conduct of Investigation........................................11
      3.4   Purchaser Indemnification.......................................11
      3.5   Property Materials..............................................12
      3.6   Property Contracts..............................................13

ARTICLE IV TITLE............................................................13

      4.1   Title Documents.................................................13
      4.2   Survey..........................................................14
      4.3   Objection and Response Process..................................14
      4.4   Permitted Exceptions............................................15
      4.5   Existing Deed of Trust..........................................15
      4.6   Purchaser Financing.............................................16

ARTICLE V CLOSING...........................................................16

      5.1   Closing Date....................................................16
      5.2   Seller Closing Deliveries.......................................16
      5.3   Purchaser Closing Deliveries....................................17
      5.4   Closing Prorations and Adjustments..............................18
      5.5   Post Closing Adjustments........................................23

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER...........24

      6.1   Seller's Representations........................................24
      6.2   AS-IS...........................................................25
      6.3   Survival of Seller's Representations............................26
      6.4   Definition of Seller's Knowledge................................26
      6.5   Representations And Warranties Of Purchaser.....................26

ARTICLE VII OPERATION OF THE PROPERTIES.....................................27

      7.1   Leases and Property Contracts...................................27
      7.2   General Operation of Property...................................28
      7.3   Liens...........................................................28
      7.4   Roof Repairs....................................................28

ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING................................28

      8.1   Purchaser's Conditions to Closing...............................28
      8.2   Sellers' Conditions to Closing..................................29

ARTICLE IX BROKERAGE........................................................30

      9.1   Indemnity.......................................................30
      9.2   Brokers' Commission.............................................31
      9.3   Brokers' Signature Page.........................................31

ARTICLE X DEFAULTS AND REMEDIES.............................................31

      10.1  Purchaser Default...............................................31
      10.2  Seller Default..................................................32

ARTICLE XI RISK OF LOSS OR CASUALTY.........................................33

      11.1  Major Damage....................................................33
      11.2  Minor Damage....................................................33
      11.3  Repairs.........................................................33

ARTICLE XII EMINENT DOMAIN..................................................34

      12.1  Eminent Domain..................................................34

ARTICLE XIII MISCELLANEOUS..................................................34

      13.1  Binding Effect of Contract......................................34
      13.2  Exhibits And Schedules..........................................34
      13.3  Assignability...................................................34
      13.4  Binding Effect..................................................35
      13.5  Captions........................................................35
      13.6  Number And Gender Of Words......................................35
      13.7  Notices.........................................................35
      13.8  Governing Law And Venue.........................................37
      13.9  Entire Agreement................................................37
      13.10 Amendments......................................................38
      13.11 Severability....................................................38
      13.12 Multiple Counterparts/Facsimile Signatures......................38
      13.13 Construction....................................................38
      13.14 Confidentiality.................................................38
      13.15 Time Of The Essence.............................................38
      13.16
            Waiver............................................................38
      13.17 Attorneys' Fees.................................................39
      13.18 Time Periods....................................................39
      13.19 1031 Exchange...................................................39
      13.20 No Personal Liability of Officers, Trustees or Directors of
            Seller's Partners...............................................40
      13.21 No Exclusive Negotiations.......................................40
      13.22 ADA Disclosure..................................................40
      13.23 No Recording....................................................40
      13.24 Relationship of Parties.........................................40
      13.25 Dispute Resolution..............................................40
      13.26 AIMCO Marks.....................................................41
      13.27 Non-Solicitation of Employees...................................41
      13.28 Survival........................................................41
      13.29 Multiple Purchasers.............................................41
      13.30 Sellers' Several Obligations....................................42
      13.31 Obligation to Close on all Properties...........................42

ARTICLE XIV LEAD-BASED PAINT DISCLOSURE.....................................42

      14.1  Disclosure......................................................42
      14.2  Consent Agreement - Pre-1978 Certified..........................42
      14.3  Consent Agreement - Pre-1978-LBP, But No LBP Hazards............43

                                  EXHIBITS LIST

EXHIBIT A-1       LEGAL DESCRIPTION OF CARRIAGE HOUSE....................A-1-1
EXHIBIT A-2       LEGAL DESCRIPTION OF GLEN HOLLOW.......................A-2-1
EXHIBIT A-3       LEGAL DESCRIPTION OF MISTY WOODS.......................A-3-1
EXHIBIT A-4       LEGAL DESCRIPTION OF THE OAKS AT EDGEMONT..............A-4-1
EXHIBIT A-5       LEGAL DESCRIPTION OF PINETREE (NC).....................A-5-1
EXHIBIT A-6       LEGAL DESCRIPTION OF QUAIL WOODS.......................A-6-1
EXHIBIT A-7       LEGAL DESCRIPTION OF REDDMAN'S PIER....................A-7-1
EXHIBIT A-8       LEGAL DESCRIPTION OF SNOWDEN VILLAGE I.................A-8-1
EXHIBIT A-9       LEGAL DESCRIPTION OF SNOWDEN VILLAGE II................A-9-1
EXHIBIT B-1       FORM OF SPECIAL WARRANTY DEED (North Carolina).........B-1-1
EXHIBIT B-2       FORM OF SPECIAL WARRANTY DEED (Virginia)...............B-2-1
EXHIBIT C         FORM OF BILL OF SALE.....................................C-1
EXHIBIT D         GENERAL ASSIGNMENT AND ASSUMPTION........................D-1
EXHIBIT E         ASSIGNMENT AND ASSUMPTION OF LEASES AND
                  SECURITY DEPOSITS........................................E-1
EXHIBIT F         NOTICE TO VENDOR REGARDING TERMINATION
                  OF CONTRACT..............................................F-1
EXHIBIT G         TENANT NOTIFICATION......................................G-1
EXHIBIT H         LEAD-BASED PAINT DISCLOSURE..............................H-1
EXHIBIT I         ASSIGNMENT OF CONSTRUCTION CONTRACT......................I-1
SCHEDULE A        SELLER INFORMATION SCHEDULE.....................Schedule A-1
SCHEDULE 1.1.29   LIST OF EXCLUDED FIXTURES AND TANGIBLE
                  PERSONAL PROPERTY............................Schedule 1.1.29
SCHEDULE 3.5      LIST OF MATERIALS...............................Schedule 3.5



<PAGE>



                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  (this  "Contract")  is entered into as of
the 19th  day of May,  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 Juniper  Investment
Group,  Ltd., a Texas limited  partnership,  having a principal  address at 6750
West Loop South, Suite 850, Bellaire, Texas 77401 ("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-9 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 $62,300,000.00.

1.1.6 [Intentionally left blank.]

1.1.7 [Intentionally left blank.]

1.1.8 [Intentionally left blank.]

1.1.9 [Intentionally left blank.]

1.1.10......"Assumption  Property" means a Property  identified as an Assumption
Property on the Seller Information Schedule.  There are no Assumption Properties
that are subject to this Contract.

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,  North
Carolina or Virginia.

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 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"  shall have the meaning set forth in Section
14.2.

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

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

1.1.34......"Land" means, with respect to each Property, the corresponding tract
of land  described  on  Exhibits  A-1 to A-9,  and all  rights,  privileges  and
appurtenances pertaining thereto.

1.1.35......"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.

1.1.36......"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.

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

1.1.38......"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.

1.1.39......"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.

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

1.1.41......[Intentionally left blank.]

1.1.42......[Intentionally left blank.]

1.1.43......[Intentionally left blank.]

1.1.44......[Intentionally left blank.]

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

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

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

1.1.48......"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).

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

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

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

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

1.1.53......"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.  All  Properties  subject  to this  Contract  are  Payoff
Properties.

1.1.54......"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.

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

1.1.56......"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.

1.1.57......"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.

1.1.58......"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.

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

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

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

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

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

1.1.64......"Records  Hold  Period"  shall  have  the  meaning  set  forth  in
Section 5.4.13.

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

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

1.1.67......"Remediation" shall have the meaning set forth in Section 14.2.

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

1.1.69......[Intentionally left blank.]

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

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

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

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

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

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

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

1.1.77......[Intentionally left blank.]

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

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

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

1.1.81......"Tax Year" shall have the meaning set forth in Section 5.4.14.3.

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

1.1.83......"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.

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

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

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

1.1.87......"Testing" shall have the meaning set forth in Section 14.2.

1.1.88......"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.

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

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

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

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

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

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

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



<PAGE>




                                   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 On or before two (2) Business  Days after the  Effective  Date,  Purchaser
shall deliver to Stewart Title Guaranty Company,  National Title Services,  1980
Post Oak Blvd., Suite 610, Houston,  Texas 77056,  Attention:  Ms. Wendy Howell,
Phone  713-625-8136,  Fax  713-552-1703  ("Escrow Agent" or "Title  Insurer") an
initial  deposit (the  "Initial  Deposit") of  $375,000.00  by wire  transfer of
immediately  available funds ("Good Funds"). On the Effective Date,  $100,000.00
of the  Initial  Deposit  ("$100,000.00  Deposit")  shall  be  nonrefundable  to
Purchaser,  subject only to failure to close pursuant to Sellers'  Conditions to
Closing  in  Sections  8.2.4 and  8.2.6,  Seller  Default  in  Section  10.2 and
Purchaser's  right to  terminate in Section  4.3, if Seller  delivers  Survey or
Title  that  is  unmarketable  or  if  an  Environmental   Report  requires  the
intervention  of a  regulatory  agency.  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.

2.2.2 On the day that the Feasibility Period expires, Purchaser shall deliver to
Escrow Agent an additional deposit (the "Additional  Deposit") of $375,000.00 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 [Intentionally left blank.]

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 11:00 a.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 If the Deposit has not been released  earlier in  accordance  with Section
2.3.2,  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  information  and Materials  provided to Purchaser as a
pre-condition  to the return of the 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,  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 the
date  which is 45 days  after the  Effective  Date (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, except as otherwise provided in Section
4.3,  Escrow  Agent  shall  forthwith  return  the  Initial  Deposit,  less  the
$100,000.000  Deposit,  to Purchaser  (subject to Purchaser's  obligation  under
Section 3.5.2 to return all  Third-Party  Reports and  information and Materials
provided to Purchaser as a pre-condition to the return of the Initial  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 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.  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 its best efforts 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") arising from or related to Purchaser's or its Consultant's  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 the Property  without Seller's
prior  written  consent,   which  consent  may  be  withheld  in  Seller'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 best 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 Purchaser'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 and, together with all Third-Party
Reports, shall be returned by Purchaser to all applicable Sellers as a condition
to return of the Deposit to Purchaser  (if  Purchaser  is otherwise  entitled to
such  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 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  Contracts  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 to  Purchaser  (and the
assumption by Purchaser of all obligations under such Property  Contract).  If a
vendor  does not  cooperate  with  Purchaser,  Seller  shall  reasonably  assist
Purchaser in obtaining  such vendor consent so long as Seller does not incur any
costs.  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").  Consistent with local custom, each Seller of a Property
located in Virginia shall be  responsible  only for payment of the basic premium
for the Title Policy for its Property, and 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 located in Virginia,  including for "extended"  coverage.  Consistent
with  local  custom,  each  Seller of a North  Carolina  property  shall have no
liability  for  payment of any title costs or expenses  and  Purchaser  shall be
solely  responsible  for payment of all costs relating to the procurement of the
Title  Commitment,  the Title Policy  (including the basic premium and all other
costs) and any  requested  endorsements  with respect to each of the  Properties
located in North Carolina, including the "extended" coverage.

4.2 Survey.  Within 7 calendar 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. Any such new or updated survey shall be
delivered to Purchaser.  Seller also  independently  may elect to order a new or
updated  survey of the Property  either before or after the Effective Date (such
new or updated  survey  whether  requested  by  Purchaser or ordered by Seller),
together with the Existing Survey,  is referred to herein as the "Survey").  Any
new or updated  survey may be ordered by Seller from the  surveyor  who prepared
the Existing  Survey (or from such other  surveyor as such Seller  determines in
its reasonable  discretion).  Purchaser shall be solely responsible for the cost
and  expense of the  preparation  only of any new or updated  survey  ordered or
requested by Purchaser pursuant to the terms of this Section 4.2.

4.3 Objection and Response  Process.  On or before the date which is 21 calendar
days after the Effective Date (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
which  renders  the Title or  Survey  to such  Property  unmarketable,  and,  if
Purchaser  produces   environmental   reports  on  a  Property   ("Environmental
Reports"),  any matter set forth in the  Environmental  Report for such Property
requiring  the  intervention  of a  regulatory  agency  (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  and  environmental  matters  regarding  such
Property.  On or before 7  calendar  days  after  the  Objection  Deadline  (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 3 business
days after the Response  Deadline (the "Final Response  Deadline") either (a) to
accept the Title Documents,  Survey and environmental condition of such Property
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,  including  the
$100,000.00  Deposit,  shall be returned to  Purchaser  (subject to  Purchaser's
obligation under Section 3.5.2 to return all Third-Party Reports and information
and  Materials  provided to  Purchaser as a  pre-condition  to the return of the
Initial  Deposit).  The $100,000.00  Deposit shall be returned to Purchaser only
under the limited  conditions  stated in this Section 4.3,  Sellers'  failure to
satisfy the  Conditions  to Closing  pursuant  to  Sections  8.2.4 and 8.2.6 and
Seller  Default  pursuant to Section 10.2. 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.  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 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;

4.4.2 All Leases for such Property;

4.4.3 [Intentionally left blank.]

4.4.4 Applicable zoning and governmental regulations and ordinances;

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

4.4.6 The terms and conditions of this Contract.

4.5 Existing  Deed of Trust.  It is understood  and agreed that,  whether or not
Purchaser  gives an Objection  Notice with respect  thereto for a Property,  any
deeds of trust and/or  mortgages which secure a Note  (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.  It is further  understood and
agreed that,  provided that Purchaser  provides prompt notice to Seller, any tax
lien for delinquent property taxes,  mechanic's liens for work authorized by the
applicable  Seller and judgment liens against the applicable Seller shall not be
deemed a  Permitted  Exception,  and  shall be paid off,  satisfied,  discharged
and/or cured by the applicable Seller at or before Closing.

4.6 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 30 days after the  expiration of the
Feasibility  Period (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.  Notwithstanding  the foregoing to the  contrary,  any Seller shall
have the  option,  by  delivering  written  notice to  Purchaser,  to extend the
Closing  Date to the last  Business  Day of the month in which the Closing  Date
otherwise would occur pursuant to the preceding sentence,  or to such other date
(either in the same month or the next) as such Seller  reasonably  determines is
desirable  in  connection  with the Loan Payoff 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)
such later date as is mutually acceptable to Seller and Purchaser.

  Provided that  Purchaser is not in default  under the terms of this  Contract,
Purchaser  shall be permitted a one-time,  30-day  extension of the Closing Date
specified in the first  sentence of this Section 5.1 by (i)  delivering  written
notice to Seller no later than 5 business  days prior to the  scheduled  Closing
Date, and (ii) simultaneously  with such notice to Seller,  delivering to Escrow
Agent the amount of  $100,000.00,  which  amount when  received by Escrow  Agent
shall be added to the  Deposit  hereunder,  shall be  non-refundable  (except as
otherwise  expressly provided herein with respect to the Deposit),  and shall be
held,  credited  and  disbursed  in the same manner as provided  hereunder  with
respect to the Deposit.

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 Special Warranty Deed (the "Deed") in the form attached as Exhibit B-1 for
Properties  located in the state of North  Carolina and in the form  attached as
Exhibit B-2 for the Properties located in Virginia, 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 closing statement executed by such Seller.

5.2.7 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; and

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

5.2.9 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.

5.2.10......If  applicable  pursuant  to  the  provisions  of  Section  7.4,  an
assignment of the contracts for the Quail Woods Property  referred to in Section
7.4, in the form attached hereto as Exhibit I.

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

5.3.11......If   applicable  pursuant  to  the  provisions  of  Section  7.4,  a
countersigned  counterpart of an assignment of the contracts for the Quail Woods
Property referred to in Section 7.4, in the form attached hereto as Exhibit I.

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

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.

5.4.2.1.....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.

5.4.2.2.....Purchaser  acknowledges that following the Effective Date the Seller
of the Quail Woods Property will pursue the capital improvements and maintenance
repairs  contemplated  by Section 7.4. To the extent that any of such repair and
installation work is incomplete as of the Closing and the contracts with respect
thereto are to be assigned  to and assumed by  Purchaser  as provided in Section
7.4,  such Seller  agrees to credit to Purchaser at the Closing any amount which
remains unpaid and owing to the contractor to whom payment is owed and Purchaser
agrees,  in  conjunction  with its assumption of such  contracts,  to assume the
remaining payment obligations owing by such Seller thereunder.

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  Taxes.  Any real  estate ad  valorem or similar  taxes for a
Property,  or any  installment  of  assessments  payable in  installments  which
installment is payable in the calendar year of Closing, shall be prorated to the
date of Closing, based upon actual days involved. 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,  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 figures from the  preceding  year  (assuming  payment at the earliest
time to allow for the maximum possible discount). The proration of real 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,  except  that
Purchaser  may  first  apply  such  collected  rents  to  current  rents  due to
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;  provided,  however,  that the
foregoing right of Seller shall be limited to actions seeking  monetary  damages
and,  in no event,  shall  Seller  seek to evict any  Tenants  in any  action to
collect  Uncollected  Rents.  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 commence any
legal  action with any Tenant,  to  terminate  any Tenant Lease with an existing
Tenant, to evict any existing Tenant from a Property or to incur any third party
expenses whatsoever.

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 or
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  constitute  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 reserve 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 Loans.  Purchaser acknowledges that Purchaser had the opportunity
to assume  each Note or to cause  prepayment  of such  Note at  Closing  (but in
either  event,  Purchaser  would pay the Lender Fees  pursuant to Section  2.2).
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 [Intentionally left blank.]

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  located in Virginia,
Purchaser shall pay any state,  county,  grantor,  transfer,  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.  With respect to each Property  located in Virginia,  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.
With respect to each Property located in North Carolina, Purchaser shall pay any
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.  With  respect to each  Property
located  in North  Carolina,  each  Seller  shall  pay no costs or  expenses  in
connection with the Title Policy but shall pay the transfer tax or similar taxes
and one-half of the customary closing costs of the Escrow Agent.

5.4.12......Utility  Contracts.  No 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").
[Remainder of provision intentionally deleted.]

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.
Purchaser  agrees,  for a period of not less than 5 years after the Closing (the
"Records  Hold  Period"),  to  (a)  provide  and  allow  the  applicable  Seller
reasonable access to Seller's Property-Related Files and Records for purposes of
inspection  and  copying  thereof,  and (b)  reasonably  maintain  and  preserve
Seller's  Property-Related  Files and Records.  If at any time after the Records
Hold Period, 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  that such records are then stored) and remove
or copy those of Seller's  Property-Related  Files and Records  that such Seller
desires to retain. Purchaser agrees (i) to include the covenants of this Section
5.4.13  pertaining  to  Seller's  Property-Related  Files  and  Records  in  any
management  contract for each  Property  (and to bind the manager  thereunder to
such  covenants),  and (ii) to bind any future purchaser of such Property to the
covenants of this Section 5.4.13 pertaining to Seller's  Property-Related  Files
and Records.  Purchaser shall indemnify, hold harmless and, if requested by each
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 comply with the provisions of
this Section 5.4.13.

5.4.14......Tax  Appeals.  Purchaser  acknowledges that some of the Sellers have
filed appeals (each an "Appeal") with respect to real estate ad valorem or other
similar  property  taxes  applicable to its Property (the  "Property  Taxes") as
listed on the Seller Information Schedule.

5.4.14.1....If  an Appeal  relates to any Tax Year (defined  below) prior to the
Tax Year in which the Closing  occurs,  such Seller shall be  entitled,  in such
Seller's  sole  discretion,  to continue to pursue such Appeal after the Closing
Date,  and, in the event that the Appeal is successful in reducing the amount of
Property  Taxes  payable  with  respect to any such prior Tax Year,  such Seller
shall  be  entitled  to the full  amount  of any  rebate,  refund  or  reduction
(collectively,  a "Refund")  resulting from the Appeal. Such Seller shall not be
obligated  to  continue  to pursue any  Appeal  with  respect  to the  Property,
including,  without limitation,  any Appeal that relates to a Tax Year during or
after the Tax Year in which Closing occurs.

5.4.14.2....If an Appeal relates to the Tax Year in which Closing occurs,  then,
prior to the Closing,  such Seller shall notify Purchaser whether Seller desires
to continue to process  the Appeal  from and after the Closing  Date.  If Seller
fails to notify  Purchaser of its  election to continue the Appeal,  such Seller
will be deemed to have  elected  not to  continue  the Appeal from and after the
Closing Date and the provisions of Section 5.4.14.2(b) shall apply.

(a) If such Seller  elects to  continue  the  Appeal,  then,  from and after the
Closing Date,  such Seller agrees that it will  continue,  at such Seller's sole
cost and  expense,  to  reasonably  process  the Appeal to  conclusion  with the
applicable  taxing  authority  (including any further  appeals which such Seller
deems  reasonable  to  pursue).  In the event that the Appeal is  successful  in
reducing  the amount of Property  Taxes  payable with respect to the Tax Year in
which Closing occurs, then Purchaser and such Seller shall share any Refund on a
pro rata basis (in accordance with the number of days in the Tax Year of Closing
that each held title to the Property)  after first  reimbursing  such Seller for
its actual,  reasonable  and documented  third-party  costs  (collectively,  the
"Third-Party  Costs")  incurred in connection  with the Appeal.  If  Third-Party
Costs  equal or exceed  the  amount of the  Award,  then  such  Seller  shall be
entitled to the full amount of the Award.

(b) If such Seller does not elect to continue the Appeal,  then,  from and after
the Closing Date,  Purchaser may, as determined in Purchaser's  sole discretion,
continue, at Purchaser's sole cost and expense, to reasonably process the Appeal
to  conclusion  with the  applicable  taxing  authority  (including  any further
appeals  which  Purchaser  deems  reasonable  to pursue).  In the event that the
Appeal is  successful  in reducing  the amount of Property  Taxes  payable  with
respect to the Tax Year in which Closing occurs,  then Purchaser and such Seller
shall  share any  Refund on a pro rata basis (in  accordance  with the number of
days in the Tax Year of  Closing  that each held  title to the  Property)  after
first  reimbursing  each of  Purchaser  and such  Seller  for  their  respective
Third-Party  Costs incurred in connection with the Appeal.  If Third-Party Costs
equal or exceed the amount of the Award, then the Award shall be applied to such
Third-Party  Costs on a pro rata basis,  with each of Purchaser  and such Seller
receiving a portion of the Award  equal to the  product of (i) a  fraction,  the
numerator  of  which  is the  respective  party's  Third-Party  Costs,  and  the
denominator of which is the total of both parties'  Third-Party  Costs, and (ii)
the amount of the Award.

5.4.14.3....For  purposes  of this  Section  5.4.14,  "Tax Year" shall mean each
12-month  period for which the applicable  taxing  authority  assesses  Property
Taxes, which may or may not be a calendar year.

5.4.15......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 60 days after  Closing,  or (b) subject to such 60-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,  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 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.

6.2 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,
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 6 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.
Further,   the   liability   for  each   Seller  for  breach  of  its   Seller's
Representations  shall be limited to, and capped at,  $50,000 for such  Seller's
Property  for  which  a  breach  of  Seller's  Representations  occurred,  on  a
Property-by-Property  basis if a Seller is selling more than one Property.  Such
cap on liability  shall apply for any individual  breach or in the aggregate for
all breaches of such  Seller's  Representations  with respect to such  Property.
Purchaser  shall not be  entitled  to bring  any claim for a breach of  Seller's
Representations  unless the claim for damage  (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 corporation  duly organized,  validly  existing and in good
standing under the laws of Texas.

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 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 after the expiration of the Feasibility Period any such new Property
Contracts shall be terminable  upon thirty (30) days prior written  notice,  and
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.

7.2 General  Operation of  Property.  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.

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.

7.4 Roof Repairs.  Seller of the Quail Woods Property has commenced roof repairs
on the Quail Woods Property and such Seller agrees to diligently  pursue (a) the
roof  repairs to the Quail Woods  Property,  and (b) to provide to  Purchaser an
accounting of actual costs (to the extent  available) of the repairs to date not
later than 5 Business Days after the expiration of the  Feasibility  Period.  In
the event that any of such repairs and/or  replacements are not completed on the
Closing Date, such Seller shall assign to Purchaser at the Closing, by execution
and delivery of the  assignment  attached  hereto as Exhibit I, the  contract(s)
whose work remains  incomplete and Purchaser agrees to assume such contracts and
the remaining payment obligations thereunder at the Closing.

                                  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.

      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  Allocated  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
information and Materials provided to Purchaser as a pre-condition to the return
of the Allocated 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  organization   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;

8.2.5 [Intentionally left blank]; and

8.2.6  AIMCO  shall,  directly  or  indirectly,  own more than 50% of the voting
interests in each Seller at the time of Closing.

      If any of the foregoing  conditions  in Sections  8.2.1 through 8.2.5 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  condition  set forth in  Section  8.2.6 has not  occurred  for any
Seller, then this Contract shall terminate in its entirety.

      If the  conditions  set forth in Section  8.2.4 or Section  8.2.6 have not
occurred  for any  Seller  and this  Contract  is  terminated  in its  entirety,
Purchaser  shall recover the entire Deposit  (subject to Purchaser's  obligation
under  Section  3.5.2 to return all  Third-party  Reports  and  information  and
Materials  provided to Purchaser as a pre-condition to the return of the Deposit
to  Purchaser).  If the condition set forth in Section 8.2.4 is not met and such
Seller  terminates  this Contract with respect to its Property,  Purchaser shall
recover the entire Deposit allocated to such Seller and Property pursuant to the
Applicable Share attributable to such Property.

                                   ARTICLE IX
                                    BROKERAGE

9.1 Indemnity.  New Snowden Village,  L.P., a Delaware  limited  partnership and
Snowden Village Associates, L.P., a Delaware limited partnership,  severally and
individually, represents and warrants to Purchaser that it has dealt exclusively
with Cushman & Wakefield,  Inc., 1801 K Street, NW Suite 1100, Washington,  D.C.
20006,  in connection with the sale of Snowden Village I and Snowden Village II.
In connection with the sale of the remaining  Properties,  each of the remaining
Sellers,  severally and individually,  represents and warrants to Purchaser that
it has dealt  exclusively with Holliday  Fenoglio  Fowler,  L.P., 950 East Paces
Ferry Road, Suite 825, Atlanta, GA 30326 (Cushman & Wakefield, Inc. and Holliday
Fenoglio Fowler, L.P. are collectively,  "Brokers").  Each Seller, severally and
individually,  and  Purchaser  each  represents  and warrants to the other that,
other than Brokers,  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 Brokers'  Commission.  If the Closing occurs, New Snowden Village,  L.P. and
Snowden Village Associates,  L.P. each agrees to pay Cushman & Wakefield, Inc. a
commission according to the terms of a separate contract. If the Closing occurs,
each of the  other  Sellers  agree  to pay  Holliday  Fenoglio  Fowler,  L.P.  a
commission  according to the terms of a separate contract.  Brokers shall not be
deemed a party or third party beneficiary of this Contract.

9.3 Brokers'  Signature Page. As a condition to each Seller's  obligation to pay
the commission pursuant to Section 9.2, Brokers shall execute the signature page
for Brokers  attached  hereto solely for purposes of confirming  the matters set
forth therein;  provided,  however, that (a) Brokers' 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 Brokers 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  Allocated  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
Allocated  Share of the  Deposit to each  Seller,  and  neither  party  shall be
obligated to proceed with the purchase and sale of the Property.  The 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
10.1.1 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  Allocated  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 information  and Materials  provided to Purchaser as a pre-condition
to the return of the Allocated 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. 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 Allocated Share of
Deposit for the terminated  Properties (subject to Purchaser's  obligation under
Section  3.5.2 to return all Third Party Reports and  information  and Materials
provided to  Purchaser  as a  pre-condition  to the return of the  Deposit)  and
Purchaser may recover, as its sole recoverable damages (but without limiting its
right to receive a refund of the Allocated 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 $25,000 per terminated Property.  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 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  $250,000,  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 Allocated 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  information  and  Materials  provided  to
Purchaser as a pre-condition to a return of the Allocated 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 equal to or less than
$250,000,  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  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

12.1 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 Allocated  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  information  and  Materials  provided to Purchaser as a
pre-condition to a return of the Allocated 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,  (c) Purchaser provides written notice to
Seller's  Representative of any proposed  assignment no later than 10 days prior
to the Closing Date,  and (d) Seller's  Representative  consents  thereto (which
consent  shall not be  unreasonably  withheld or delayed).  As used  herein,  an
affiliate is a person or entity  controlled  by, under common  control  with, or
controlling another person or entity.

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:

      ......Juniper Investment Group, Ltd.
            6750 West Loop South
            Suite 850
            Bellaire, Texas  77401
            Attention:  J. Douglas Rippeto, Jr.
            Telephone:  713-972-9302
            Facsimile:  713-972-9311



<PAGE>


            and a copy to:

            Kerr & Negron, P.C.
            750 East Mulberry
            Suite 510
            San Antonio, Texas  78212
            Attention:  Richard Kerr
            Telephone:  210-738-8750
            Facsimile:  210-738-8788

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



<PAGE>


            and a copy to:

            Argent Real Estate
            1401 Brickell Avenue
            Suite 520
            Miami, Florida  33131
            Attention:  David Marquette
            Telephone:  305-371-9299
            Facsimile:  305-675-2998

            and a copy to:

            Ballard Spahr Andrews & Ingersoll, LLP
            1225 17th Street, Suite 2300
            Denver, Colorado 80202
            Attention:  Beverly J. Quail, Esq.
            Telephone:  303-299-7305
            Facsimile:  303-296-3956

      Any notice required hereunder to be delivered to the Escrow Agent shall be
delivered in accordance with above provisions as follows:

            Stewart Title Guaranty Company
            National Title Services
            1980 Post Oak Blvd., Suite 610
            Houston, Texas  77056
            Attention:  Ms. Wendy Howell
            Telephone:  713-625-8161
            Facsimile:  713-552-1703

      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 North  Carolina  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.  Purchaser  shall not 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,  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 substantially
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).  Notwithstanding anything in this Section 13.19 to the contrary, any Seller
shall have the right to extend the Closing Date (as previously extended pursuant
to Section  5.1) for up to 30 days in order to  facilitate  a tax free  exchange
pursuant to this Section 13.19,  and to obtain all  documentation  in connection
therewith.

13.20 No Personal  Liability  of  Officers,  Trustees or  Directors  of Seller's
Partners.  Purchaser agrees that none of any Seller's  Indemnified Parties 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 solicit backup offers and
enter into discussions,  negotiations, or any other communications concerning or
related to the sale of any Property  with any  third-party;  provided,  however,
that such  communications  are subject to the terms of this  Contract,  and that
Sellers shall not enter into any contract with a third-party for the sale of any
Property  unless such contract is contingent on the termination of this Contract
without the Property having been conveyed to Purchaser.

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 in which the Property is located.
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
substantially  prevailing  party and charge the cost of arbitration to the party
which is not the substantially 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,  neither  Purchaser  nor any of
Purchaser's employees, affiliates or agents shall (a) prior to the expiration of
the  Feasibility  Period,  solicit any of Seller's  employees  or any  employees
located at the Property for potential  employment,  or (b) at any time,  solicit
any of 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 Agreement, 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 this Contract,  Sellers'  obligations to sell the Properties
are not severable and Sellers must sell all of the Properties to Purchaser.

                                  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 Consent Agreement - Pre-1978 Certified. The provisions of this Section 14.2
apply to those  Properties  identified  on the Seller  Information  Schedule  as
"Pre-1978-Certified."  Testing with respect to lead-based  paint  ("Testing") in
accordance with the requirements of the Consent Agreement ("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),
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, the
Lead-Based  Paint  Disclosure  Statement  attached  hereto  as  Exhibit  H,  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 14.2 shall survive the
termination of this Contract, and if not so terminated, the Closing and delivery
of the Deed to Purchaser.

14.3 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 be 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 report,  the Lead-Based  Paint Disclosure
Statement attached hereto as Exhibit H, and 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 14.3 shall survive the
termination of this Contract, and if not so terminated, the Closing and delivery
of the Deed 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.



                                     Seller:

                                 SHELTER  PROPERTIES VI LIMITED  PARTNERSHIP,  a
                                 South  Carolina  limited   partnership   (f/k/a
                                 Shelter Properties VI)

                                 By:  Shelter Realty VI Corporation, a South
                                      Carolina corporation, its Managing
                                      General Partner


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


                                 GLEN HOLLOW  LIMITED  PARTNERSHIP,  an Illinois
                                 limited  partnership (f/k/a Regency Glen Hollow
                                 Limited Partnership)

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

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

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

                                 (Signatures Continued on Next Page) MISTY WOODS
                                 CPF 19 LIMITED PARTNERSHIP,  a Delaware limited
                                 partnership

                                 By:  CPF Misty Woods GP, L.L.C., a South
                                      Carolina limited liability company, its
                                      general partner

                                      By: Century Properties Fund XIX, a
                                          California limited partnership, its
                                          sole member

                                          By: Fox Partners II, a California
                                              general partnership, its general
                                              partner

                                              By:  Fox Capital Management
                                                  Corporation, a California
                                                  corporation

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


                                 TRIANON, LTD., a North Carolina limited
                                   partnership

                                 By:  AmReal Corporation, a South Carolina
                                      corporation, its Managing General Partner

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


                                 NATIONAL PINETREE LIMITED PARTNERSHIP, a North
                                 Carolina limited partnership

                                 By:  NPI III Pinetree, Inc., a North Carolina
                                      corporation, its general partner

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

                                 QUAIL WOODS APARTMENT PARTNERS, L.P., a
                                 Delaware limited partnership

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

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

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

                                 REDDMAN-OXFORD ASSOCIATES LIMITED PARTNERSHIP,
                                 a Maryland limited partnership

                                 By:  Reddman Corporation, a Maryland
                                      corporation , its Managing General Partner

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


                                 NEW SNOWDEN VILLAGE I, L.P., a Delaware
                                 limited partnership

                                 By:  New Snowden GP, L.L.C., a South Carolina
                                      limited liability company, its General
                                     Partner

                                      By: Snowden Village Associates, L.P., a
                                          Delaware limited partnership, its
                                          Manager

                                          By: MAE JMA, Inc., a Delaware
                                              corporation, its Managing General
                                              Partner

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


                                 SNOWDEN VILLAGE ASSOCIATES, L.P., a Delaware
                                 limited partnership,

                                 By:  MAE JMA, Inc., a Delaware corporation,
                                      its Managing General Partner

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


                                   Purchaser:

                                 JUNIPER INVESTMENT GROUP, LTD.,
                                 a Texas limited partnership

                                 By:  Juniper Investment Group, GP, Inc., a
                                      Texas corporation


                                       By:    /s/J. Douglas Rippeto, Jr.
                                       Name:  J. Douglas Rippeto, Jr.
                                       Title: President

                                 Purchaser's Tax Identification Number/Social
                                Security Number:

                                   20-2835535



<PAGE>


                                                                  Exhibit 10.32

            This  First   Amendment   to  Purchase  and  Sale   Contract   (this
"Amendment") is entered into as of the 7th day of June, 2005, by and between the
"Sellers"  identified in the Contract (defined below) and signing this Amendment
as Seller (collectively referred to as "Seller"),  and JUNIPER INVESTMENT GROUP,
LTD., a Texas limited partnership ("Buyer"), with respect to the following:

      A. Seller and Buyer  entered into that certain  Purchase and Sale Contract
dated May 19, 2005 (the  "Contract")  pursuant to which Seller intended to sell,
and Purchaser intended to purchase, those certain nine (9) properties comprising
the  North  Carolina  Pool  properties  as more  particularly  described  in the
Contract.

      B.  Seller  and  Buyer  desire,  inter  alia,  to amend  the  Contract  as
hereinafter set forth to extend the Objection  Deadline for title and survey and
to ratify and affirm the Contract.

      NOW, THEREFORE, in consideration of good and valuable  consideration,  the
receipt  and  sufficiency  of which are  hereby  acknowledged,  Seller and Buyer
hereby agree as follows:

1.          Definitions.  Except as provided herein,  all capitalized terms used
            herein and not  otherwise  defined  herein  shall  have the  meaning
            ascribed to them in the Contract.

2.          Amendment.  Section 4.3 of the  Contract is amended by deleting  the
            first five  sentences  in their  entiry and  replacing  the with the
            following five sentences:

            On or before  Wednesday,  June 16, 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 which renders the
            Title or Survey to such Property unmarketable, and, on or before the
            date  which is 21  calendar  days  after  the  Effective  Date  (the
            "Environmental   Objection   Deadline"),   if   Purchaser   produces
            environmental reports on a Property  ("Environmental  Reports"), any
            matter  set  forth in the  Environmental  Report  for such  Property
            requiring  the  intervention  of a regulatory  agency  (collectively
            referred to as the  "Objections").  If Purchaser  fails to tender an
            Objection  Notice  with  respect  to a  Property  on or  before  the
            Objection  Deadline  or the  Environmental  Objection  Deadline,  as
            applicable,   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 and  environmental
            matters regarding such Property.  On or before 7 calendar days after
            the Objection  Deadline or Environmental  Objection Deadline (each a
            "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
            applicable  Response  Deadline,  such Seller shall be deemed to have
            elected not to cure or otherwise resolve any matter set forth in the
            Objection Notice.

3.          Counterparts.  This  Amendment  may  be  executed  in  a  number  of
            identical counterparts. If so executed, each of such counterparts is
            to be deemed an original for all purposes and all such  counterparts
            shall collectively constitute one Amendment.

4.          Transmission.  This Amendment may be transmitted between the parties
            by  facsimile  machine.  The parties  intend  that faxed  signatures
            constitute  original  signatures  and  that a  facsimile-transmitted
            Amendment  containing  signatures  (original or faxed) of all of the
            parties is binding on the parties.

5.          Effect  of  Amendment.  Except  as  expressly  amended  hereby,  the
            Contract is hereby  ratified and affirmed and shall be in full force
            and  effect  in  accordance  with  its  terms.  In the  event of any
            conflict  between  the terms of the  Contract  and the terms of this
            Amendment, the terms of this Amendment shall control.

     IN   WITNESS WHEREOF,  Seller and Buyer have entered into this Amendment as
          of the date first written above.

                                     SELLER:

                                    SHELTER PROPERTIES VI LIMITED PARTNERSHIP
                                    a South Carolina limited partnership
                                    (f//k/a Shelter Properties VI)

                                    By:  Shelter  Realty  VI  Corporation,a
                                         South Carolina corporation,  its
                                         Managing General Partner


                                            By: /s/Brian Bornhorst,
                                            Brian Bornhorst
                                            Vice President



                                    GLEN  HOLLOW   LIMITED   PARTNERSHIP,   an
                                    Illinois limited  partnership  (f/k/a
                                    Regency Glen Hollow Limited Partnership)

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

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

                                    By: /s/Brian Bornhorst,
                                        Brian Bornhorst
                                        Vice President




<PAGE>



                                    MISTY WOODS CPF 19 LIMITED PARTNERSHIP
                                    a Delaware limited partnership

                                    By: CPF Misty  Woods GP,  L.L.C.,  a South
                                        Carolina limited liability company, its
                                        general partner
                                    By: Century  Properties  Fund XIX,
                                        a California limited partnership, its
                                        sole member

                                    By: Fox Partners II, a
                                        California general Partnership,  its
                                        general partner

                                    By: Fox Capital Management
                                        Corporation, a California corporation


                                    By: /s/Brian Bornhorst,
                                         Brian Bornhorst
                                         Vice President



                                    TRIANON,  LTD., a North  Carolina  limited
                                    partnership

                                    By:  AmReal Corporation, a South Carolina
                                         corporation,  its Managing General
                                         Partner


                                    By: /s/Brian Bornhorst,
                                        Brian Bornhorst
                                         Vice President

                                    By:  AIMCO  Properties,  L.P.,  a Delaware
                                         limited partnership, its General
                                          Partner

                                    By: /s/Brian Bornhorst,
                                        Brian Bornhorst
                                        Vice President

                                    NATIONAL PINETREE LIMITED PARTNERSHIP, a
                                    North Carolina limited partnership

                                    By:  NPI  III  Pinetree,   Inc.,  a  North
                                         Carolina corporation,
                                         its general partner


                                    By: /s/Brian Bornhorst,
                                        Brian Bornhorst
                                        Vice President



                                    QUAIL WOODS APARTMENT PARTNERS, L.P., a
                                    Delaware limited partnership

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

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


                                    By:  /s/Brian Bornhorst,
                                         Brian Bornhorst
                                         Vice President


                                    REDDMAN-OXFORD ASSOCIATES LIMITED
                                    PARTNERSHIP, a Maryland limited partnership

                                    By: Reddman Corporation, a Maryland
                                        corporation,its Managing General Partner


                                    By: /s/Brian Bornhorst,
                                        Brian Bornhorst
                                         Vice President


                                    NEW SNOWDEN VILLAGE I, L.P., a Delaware
                                    limited partnership

                                    By:  New Snowden GP, L.L.C., a South
                                         Carolina limited liability company,its
                                         General Partner

                                    By:  Snowden Village Associates, L.P., a
                                         Delaware limited partnership,
                                         Its Manager

                                    By:  MAE JMA, Inc., a Delaware
                                         Corporation, its Managing General
                                         Partner


                                     By: /s/Brian Bornhorst,
                                         Brian Bornhorst
                                         Vice President
<PAGE>



                                    SNOWDEN VILLAGE ASSOCIATES,L.P., a Delaware
                                    limited partnership

                                    By: MAE JMA, Inc., a Delaware
                                        Corporation,
                                        Its Managing General Partner


                                    By: /s/Brian Bornhorst,
                                        Brian Bornhorst
                                        Vice President




                                     BUYER:

                                    JUNIPER INVESTMENT GROUP, LTD.,
                                    a Texas limited partnership

                                    By: Juniper  Investment  Group GP, Inc., a
                                        Texas corporation, its general partner

                                    By:  /s/ J. Douglas Rippeto, Jr.
                                         J. Douglas Rippeto, Jr.,
                                         President




Receipted By:

Stewart Title Company



By: ____________________________________
      Wendy Howell

Title:  ___________________________________
Date: ___________________________________


<PAGE>





                                                                   Exhibit 10.33


ARTICLE XV            SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

      This Second Amendment to Purchase and Sale Contract (this  "Amendment") is
entered  into  effective  as of the 7th day of July,  2005,  by and  between the
"Sellers"  identified in the Contract (defined below) and signing this Amendment
as Seller (collectively referred to as "Seller"),  and JUNIPER INVESTMENT GROUP,
LTD., a Texas limited partnership ("Purchaser"), with respect to the following:

      A.  Seller and  Purchaser  entered  into that  certain  Purchase  and Sale
Contract dated May 19, 2005 (the  "Contract"),  as amended by that certain First
Amendment to Purchase and Sale  Contract  dated June 7, 2005,  pursuant to which
Seller intended to sell, and Purchaser intended to purchase,  those certain nine
(9)  properties   comprising   the  North  Carolina  Pool   properties  as  more
particularly described in the Contract.

      B. On July 5,  2005  Purchaser's  counsel  delivered  to  Seller  a letter
terminating the Contract under Section 3.2 of the Contract.

      C.  Seller and  Purchaser  desire,  inter alia,  to amend the  Contract as
hereinafter set forth to require  additional  funds of the Initial Deposit to be
nonrefundable,  to extend the  expiration  date of the  Feasibility  Period,  to
reduce the Base Purchase Price of Quail Woods, to extend the Closing Date and to
reinstate the Contract.

      NOW, THEREFORE, in consideration of good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  Seller and Purchaser
hereby agree as follows:

6.          Definitions.  Except as provided herein,  all capitalized terms used
            herein and not  otherwise  defined  herein  shall  have the  meaning
            ascribed to them in the Contract.

7.    Withdrawal  of  Purchaser's  Termination  of the  Contract.  Seller  and
            Purchaser  agree that  Purchaser's  notice of  termination  of the
            Contract is  withdrawn  and that the Contract is in full force and
            effect.  The parties  agree that Stewart Title  Insurance  Company
            shall  retain the Initial  Deposit in its capacity as Escrow Agent
            pursuant  to  the  terms  of  the  Contract.  Neither  Seller  nor
            Purchaser  is aware of a default  under the  Contract by the other
            party.

8.          Section 2.2.1.  Section 2.2.1 of the Contract is amended by deleting
            the second sentence and replacing it with the following:

            On July 7,  2005,  a total of  $250,000.00  of the  Initial  Deposit
            ("$250,000.00 Deposit") shall be nonrefundable to Purchaser, subject
            only to failure to close pursuant to Sellers'  Conditions to Closing
            in Sections 8.2.4 and 8.2.6 and Seller Default in Section 10.2.

9.          Definition  of  $100,000.00  Deposit  Deleted.  Each  place  in  the
            Contract that the term "$100,000.00  Deposit" appears,  such term is
            deleted and replaced with the term "$250,000.00 Deposit."

10.         Section  3.1.  The first  sentence  of  Section  3.1 is  amended  by
            deleting  the phrase "the date which is 45 days after the  Effective
            Date (the  `Feasibility  Period')"  and replacing it with the phrase
            "July 26, 2005 (the `Feasibility Period')."

11.         Section  4.3.  Purchaser  acknowledges  that  Purchaser's  right  to
            terminate the Contract due to title and survey matters under Section
            4.3 has expired and is of no further force or effect.

12.         Section 5.1.  Section 5.1 of the Contract is amended by deleting the
            first sentence in its entirety and replacing it with the following:

            The  Closing  shall occur on August 16,  2005 (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.

13.         Schedule  A.  Schedule A of the  Contract  is  amended  by  deleting
            $5,570,000.00  as the  Base  Purchase  Price  for  Quail  Woods  and
            replacing that amount with  $5,530,000.00 as the Base Purchase Price
            for Quail Woods.

14.         Counterparts.  This  Amendment  may  be  executed  in  a  number  of
            identical counterparts. If so executed, each of such counterparts is
            to be deemed an original for all purposes and all such  counterparts
            shall collectively constitute one Amendment.

15.         Transmission.  This Amendment may be transmitted between the parties
            by  facsimile  machine.  The parties  intend  that faxed  signatures
            constitute  original  signatures  and  that a  facsimile-transmitted
            Amendment  containing  signatures  (original or faxed) of all of the
            parties is binding on the parties.

16.         Effect  of  Amendment.  Except  as  expressly  amended  hereby,  the
            Contract is hereby  ratified and affirmed and shall be in full force
            and  effect  in  accordance  with  its  terms.  In the  event of any
            conflict  between  the terms of the  Contract  and the terms of this
            Amendment, the terms of this Amendment shall control.

                 (Remainder of page Intentionally Left Blank)


<PAGE>



      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment
as of the date first written above.

                                     SELLER:

                                    SHELTER PROPERTIES VI LIMITED PARTNERSHIP
                                    a South Carolina limited partnership
                                    (f//k/a Shelter Properties VI)

                                    By:  Shelter  Realty  VI  Corporation,   a
                                         South Carolina corporation,
                                         its Managing General Partner


                                    By:  /s/Patrick F. Slavin
                                         Patrick F.Slavin,Senior Vice President



                                    GLEN HOLLOW LIMITED PARTNERSHIP,
                                    an Illinois limited partnership
                                    (f/k/a  Regency Glen Hollow Limited
                                    Partnership)

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

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


                                    By:  /s/Patrick F. Slavin
                                         Patrick F. Slavin, Senior Vice
                                         President

                       (Signatures Continued on Next Page)


<PAGE>



                                    MISTY WOODS CPF 19 LIMITED PARTNERSHIP
                                    a Delaware limited partnership

                                    By: CPF Misty Woods GP, L.L.C., a South
                                        Carolina limited liability company,
                                        its general partner

                                    By: Century  Properties  Fund XIX,
                                        a California limited partnership, its
                                        sole member

                                    By: Fox Partners II, a California general
                                        Partnership, its general partner

                                    By: Fox Capital Management Corporation,
                                        a California corporation

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



                                    TRIANON, LTD., a North Carolina limited
                                    partnership

                                    By:  AmReal Corporation, a South Carolina
                                         corporation,  its Managing General
                                         Partner


                                    By:  /s/Patrick F. Slavin
                                         Patrick F. Slavin, Senior Vice
                                         President

                                    By:  AIMCO Properties, L.P., a Delaware
                                         limited partnership, its General
                                         Partner


                                    By:  /s/Patrick F. Slavin
                                         Patrick F. Slavin, Senior Vice
                                         President



                                    NATIONAL PINETREE LIMITED PARTNERSHIP, a
                                    North Carolina limited partnership

                                    By: NPI III Pinetree, Inc., a North
                                        Carolina corporation,
                                        its general partner


                                    By: /s/Patrick F. Slavin
                                        Patrick F. Slavin, Senior Vice
                                        President

                                    QUAIL WOODS APARTMENT PARTNERS, L.P., a
                                    Delaware limited partnership

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

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

                                    By: /s/Patrick F. Slavin
                                        Patrick F. Slavin, Senior Vice President


                                    REDDMAN-OXFORD ASSOCIATES LIMITED
                                    PARTNERSHIP, a Maryland limited partnership

                                    By: Reddman Corporation,a Maryland
                                        corporation, its Managing General
                                        Partner


                                    By: /s/Patrick F. Slavin
                                        Patrick F. Slavin, Senior Vice
                                        President

                                    NEW SNOWDEN VILLAGE I, L.P., a Delaware
                                    limited partnership

                                    By: New Snowden GP, L.L.C., a South
                                        Carolina limited liability company, its
                                        General Partner

                                    By: Snowden Village Associates, L.P., a
                                        Delaware limited partnership, its
                                        Manager

                                    By: MAE JMA, Inc., a Delaware Corporation,
                                        its Managing General Partner


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

                                     SNOWDEN VILLAGE ASSOCIATES, L.P.,
                                     a Delaware limited partnership

                                    By: MAE JMA, Inc., a Delaware Corporation,
                                        its Managing General Partner


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


                                   PURCHASER:

                                    JUNIPER INVESTMENT GROUP, LTD.,
                                    a Texas limited partnership

                                    By: Juniper  Investment  Group GP, Inc., a
                                        Texas corporation, its general partner

                                    By: /s/J. Douglas Rippeto, Jr.
                                        J. Douglas Rippeto, Jr.,
                                        President




Receipted By:

Stewart Title Company



By: ____________________________________
      Wendy Howell

Title:  ___________________________________
Date: ___________________________________

<PAGE>


                                                                   Exhibit 10.34

This Third Amendment to Purchase and Sale Contract (this "Amendment") is entered
into as of the 26th day of July,  2005, by and between the "Sellers"  identified
in  the  Contract   (defined   below)  and  signing  this  Amendment  as  Seller
(collectively  referred to as "Seller"),  and JUNIPER  INVESTMENT GROUP, LTD., a
Texas limited partnership ("Purchaser"), with respect to the following:

      A.  Seller and  Purchaser  entered  into that  certain  Purchase  and Sale
Contract dated May 19, 2005 (the  "Contract"),  as amended by that certain First
Amendment  to Purchase  and Sale  Contract  dated June 7, 2005 and that  certain
Second  Amendment to Purchase and Sale Contract dated July 7, 2005,  pursuant to
which Seller intended to sell, and Purchaser intended to purchase, those certain
nine (9)  properties  comprising  the North  Carolina  Pool  properties  as more
particularly described in the Contract.

      B.  Seller and  Purchaser  desire,  inter alia,  to amend the  Contract as
hereinafter set forth to require all of the Initial Deposit to be nonrefundable,
to extend  the  expiration  date of the  Feasibility  Period  and to extend  the
Closing Date.

      NOW, THEREFORE, in consideration of good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  Seller and Purchaser
hereby agree as follows:

1.          Definitions.  Except as provided herein,  all capitalized terms used
            herein and not  otherwise  defined  herein  shall  have the  meaning
            ascribed to them in the Contract.

2.          Section 2.2.1.  Section 2.2.1 of the Contract is amended by deleting
            the second sentence and replacing it with the following:

            On July 26, 2005,  the Initial  Deposit  shall be  nonrefundable  to
            Purchaser,  subject  only to failure to close  pursuant  to Sellers'
            Conditions to Closing in Sections 8.2.4 and 8.2.6 and Seller Default
            in Section 10.2.

3.          Section  3.1.  The first  sentence  of  Section  3.1 is  amended  by
            deleting the phrase "July 26, 2005" and replacing it with the phrase
            "August 12, 2005."

4.          Section  4.3.  The third  sentence  from the end of  Section  4.3 is
            amended by deleting the phrase "including the $250,000.00 Deposit."

      5.    Section  4.3.  The second  sentence  from the end of Section  4.3 is
            deleted in its entirety.

      6.    Section 5.1.  Section 5.1 of the Contract is amended by deleting the
            first sentence in its entirety and replacing it with the following:

            The  Closing  shall occur on August 31,  2005 (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.

      7.    Counterparts.  This  Amendment  may  be  executed  in  a  number  of
            identical counterparts. If so executed, each of such counterparts is
            to be deemed an original for all purposes and all such  counterparts
            shall collectively constitute one Amendment.

      8.    Transmission.  This Amendment may be transmitted between the parties
            by  facsimile  machine.  The parties  intend  that faxed  signatures
            constitute  original  signatures  and  that a  facsimile-transmitted
            Amendment  containing  signatures  (original or faxed) of all of the
            parties is binding on the parties.

      9.    Effect  of  Amendment.  Except  as  expressly  amended  hereby,  the
            Contract is hereby  ratified and affirmed and shall be in full force
            and  effect  in  accordance  with  its  terms.  In the  event of any
            conflict  between  the terms of the  Contract  and the terms of this
            Amendment, the terms of this Amendment shall control.

IN   WITNESS  WHEREOF,  Seller and Purchaser have entered into this Amendment as
     of the date first written above.

                                    SELLER:

                                    SHELTER PROPERTIES VI LIMITED PARTNERSHIP
                                    a South Carolina limited partnership
                                    (f//k/a Shelter Properties VI)

                                    By:Shelter Realty VI Corporation,
                                       a South Carolina
                                       corporation, its Managing General Partner


                                    By:/s/Patrick F. Slavin


                                    GLEN HOLLOW LIMITED PARTNERSHIP, an Illinois
                                    limited  partnership  (f/k/a  Regency
                                    Glen Hollow Limited Partnership)

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

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


                                    By:/s/Patrick F. Slavin


                                    MISTY WOODS CPF 19 LIMITED PARTNERSHIP
                                    a Delaware limited partnership

                                    By: CPF Misty Woods GP, L.L.C., a South
                                        Carolina limited liability company,
                                        its general partner

                                    By: Century Properties Fund XIX,a California
                                        limited partnership, its sole member

                                    By: Fox Partners II, a California general
                                        Partnership, its general partner

                                    By: Fox Capital Management Corporation,
                                        a California corporation

                                    By:/s/Patrick F. Slavin


                                    TRIANON, LTD., a North Carolina limited
                                    partnership

                                    By:  AmReal Corporation, a South Carolina
                                         corporation, its Managing General
                                         Partner

                                    By:/s/Patrick F. Slavin

                                    By: AIMCO Properties, L.P., a Delaware
                                        limited partnership, its General Partner

                                     By:/s/Patrick F. Slavin

                                    NATIONAL PINETREE LIMITED PARTNERSHIP, a
                                    North Carolina limited partnership

                                    By:  NPI III Pinetree, Inc., a North
                                         Carolina corporation,
                                         its general partner

                                     By:/s/Patrick F. Slavin
<PAGE>


                                    QUAIL WOODS APARTMENT PARTNERS, L.P., a
                                    Delaware limited partnership

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

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

                                    By:/s/Patrick F. Slavin

                                    REDDMAN-OXFORD ASSOCIATES LIMITED
                                    PARTNERSHIP, a Maryland limited partnership

                                    By:Reddman Corporation, a Maryland
                                       corporation, its Managing General Partner

                                    By:/s/Patrick F. Slavin



                                    NEW SNOWDEN VILLAGE I, L.P., a Delaware
                                    limited partnership

                                    By: New Snowden GP, L.L.C., a South Carolina
                                        limited liability company, its  General
                                        Partner

                                    By: Snowden Village Associates, L.P., a
                                        Delaware limited partnership, its
                                        Manager

                                    By: MAE JMA, Inc., a Delaware
                                        Corporation, its Managing General
                                        Partner

                                    By:/s/Patrick F. Slavin
<PAGE>

                                    SNOWDEN VILLAGE ASSOCIATES, L.P., a Delaware
                                    limited partnership

                                    By:MAE JMA, Inc., a Delaware Corporation,
                                       its Managing General Partner

                                    By:/s/Patrick F. Slavin

                                   PURCHASER:

                                    JUNIPER INVESTMENT GROUP, LTD.,
                                    a Texas limited partnership

                                    By: Juniper Investment Group GP, Inc., a
                                        Texas corporation, its general partner

                                    By: /s/J. Douglas Rippeto, Jr.
                                        J. Douglas Rippeto, Jr., President


Receipted By:

Stewart Title Company



By: ____________________________________
      Wendy Howell

Title:  ___________________________________
Date: ___________________________________