<PAGE>


                                                                    EX-10.(af)


                              Hendricks & Partners

---------------------------------------------------
The  printed  portions  of this form
have been approved
by the Colorado Real Estate Commission. (CBS2-7-96)
---------------------------------------------------

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                                   COMMERCIAL
                      CONTRACT TO BUY AND SELL REAL ESTATE

                                                     November 20, 1997

1.    PARTIES AND PROPERTY.

              Skyline Rentals, Ltd., A Colorado limited partnership

buyer(s) [Buyer], agrees to buy, and the undersigned seller(s) [Seller] agrees
to sell, on the terms and conditions set forth in this contract, the following
described real estate in the County of Jefferson, Colorado to wit:

Americana Lakewood I Legal Description:
Lots 1 and 2, and Tracts, B, E, F, G and H, Americana-Lakewood, excepting
therefrom, that portion of Lot 1 and Tract B as conveyed to the City of Lakewood
in County of Jefferson, State of Colorado.

known as No.: 12598 W. Dakota Avenue, Lakewood, CO

together with all interest of Seller in vacated streets and alleys adjacent
thereto, all easements and other appurtenances thereto, all improvements thereon
and all attached fixtures thereon, except as herein excluded (collectively, the
Property).

2.    INCLUSIONS/EXCLUSIONS. The purchase price includes the following items (a)
      if attached to the Property on the date of this contract: lighting,
      heating, plumbing, ventilating, and air conditioning fixtures, TV
      antennas, water softeners, smoke/fire/burglar alarms, security devices,
      inside telephone wiring and connecting blocks/jacks, plants, mirrors,
      floor coverings, intercom systems, built-in kitchen appliances, sprinkler
      systems and controls; (b) if on the Property whether attached or not on
      the date of this contract: storm windows, storm doors, window and porch
      shades, awnings, blinds, screens, curtain rods, drapery rods, all keys and
      (c) All personal property owned by the Seller presently located on the
      Property used in the operation or maintenance of the Property in its "as
      is" condition.

The above described included items (Inclusions) are to be conveyed to Buyer by
Seller by bill of sale at the closing, free and clear of all taxes, liens and
encumbrances, except as provided in Section 12. The following attached fixtures
are excluded from this sale:

none.

3.    PURCHASE PRICE AND TERMS. The purchase price shall be $15,066,000, payable
      in U.S. dollars by Buyer as follows: (Complete the applicable terms
      below.)

(a)   Earnest Money

$62,000 in the form of a check, as earnest money deposit and part payment of the
purchase price, payable to and held by North American Title Company , in its
trust account on behalf of both Seller and Buyer. Broker is authorized to
deliver the earnest money deposit to the closing agent, if any, at or before
closing. Said earnest money check shall be deposited pursuant to Section 21 (o).

The balance of $15,004,000 (purchase price less earnest money) shall be paid as
follows:

(b)   Cash at Closing

$3,004,000, plus closing costs, to be paid by Buyer at closing in funds which
comply with all applicable Colorado laws, which include cash, electronic
transfer funds, certified check, savings and loan teller's check, and cashier's
check (Good Funds). Subject to the provisions of Section 4, if the existing loan
balance at the time of closing shall be different from the loan balance in
Section 3, the adjustment shall be made in Good Funds at closing or paid as
follows:
to Buyer.

(c)   New Loan

$12,000,000 by Buyer obtaining a new loan. This loan will be secured by a 1st
deed of trust on Americana Lakewood I only.

The loan shall be amortized over a period of 20 years at approximately
$98,884.32 per month including principal and interest not to exceed 7.8% per
annum, plus, if required by Buyer's lender, a monthly deposit of 1/12 of the
estimated annual real estate taxes, property insurance premium, and mortgage
insurance premium. If the loan is an adjustable interest rate or graduated
payment loan, the monthly payments and interest rate initially shall not exceed
the figures set forth above.

Loan discount points, if any, shall be paid to lender at closing and shall not
exceed 1% of the total loan amount. Notwithstanding the loan's interest rate,
all loan discount points shall be paid by Buyer.

Buyer shall timely pay a loan origination fee not to exceed 1.0% of the loan
amount and Buyer's loan costs.

(d)   Assumption

$5,945,000 by Buyer's assuming and agreeing to pay an existing HUD loan in this
approximate amount, presently payable at $44,328 per month principal, interest
presently at 8.625%% per annum, and including an additional escrow for the
following as indicated:

|X| real estate taxes, |X| property insurance premium, |X| mortgage insurance
premium, and N/A. Buyer agrees to pay a loan transfer fee not to exceed 1% of
loan balance. At the time of assumption, the new interest rate shall not exceed
8.625% per annum and the new monthly payment shall not exceed $44,328 principal
and interest, plus the additional escrow, as identified herein if any.

Seller |X| shall be released from liability on said loan. If applicable,
compliance with the requirements for release from liability shall be evidenced
by delivery at closing of an appropriate letter from lender. Cost payable for
release of liability shall be paid by Seller in an amount not to exceed $5,000.


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4.    FINANCING CONDITIONS AND OBLIGATIONS.

      (a) Loan Application(s). If Buyer is to pay all or part of the purchase
      price as set forth in Section 3 by obtaining a new loan or if an existing
      loan is not to be released at closing. Buyer, if required by such lender,
      shall make written application within 14 calendar days from acceptance of
      this contract. Buyer shall cooperate with Seller and lender to obtain loan
      approval, diligently and timely pursue same in good faith, execute all
      documents and furnish all information and documents required by the
      lender, and, subject to Section 3, timely pay the costs of obtaining such
      loan or lender consent.

      (b) Loan Approval. If Buyer is to pay all or part of the purchase price by
      obtaining a new loan as specified in Section 3, this contract is
      conditional upon lender's approval of the new loan on or before December
      24, 1997. If not so approved by said date, this contract shall terminate.
      If approved by such date, Buyer shall have no financing contingency with
      respect to the acquisition of a new loan under this contract.

      (c) Existing HUD Loan Review. If an existing loan is not to be released at
      closing, Seller shall provide copies of the loan documents (including
      note, deed of trust, modifications) to Buyer within five (5) calendar days
      from acceptance of this contract. This contract is conditional upon
      Buyer's review and approval of the provisions of such loan documents.
      Buyer consents to the provisions of such loan documents if no written
      objection is received by Seller from Buyer within ten (10) calendar days
      from Buyer's receipt of such documents. If the lender's approval of a
      transfer of the Property is required, this contract is conditional upon
      Buyer's obtaining such approval without change in the terms of such loan,
      except as set forth in Section 3. If lender's approval is not obtained on
      or before December 24, 1997, this contract shall terminate, provided that
      if Buyer has diligently and timely pursued such approval but has not
      obtained approval of the lender as of December 24, 1997, and all other
      contingencies have been either satisfied or waived by Buyer, then Buyer
      may continue to timely and diligently pursue lender's approval through the
      date of closing rather than terminate this contract, it being understood
      that the Buyer must acknowledge satisfaction of all other contingencies
      under this contract by December 24, 1997. The closing date stated in
      paragraph 11 of this contract may be delayed for only the HUD contingency
      stated in this paragraph 4(c), but in no event shall closing be extended
      beyond January 26, 1998, even if the HUD loan contingency is not
      satisfied, it being understood that the closing shall occur no later than
      January 26, 1998 or this contract shall terminate. If Seller is to be
      released from liability under such existing loan and Buyer does not obtain
      such compliance as set forth in Section 3, this contract may be terminated
      at Seller's option.

      (d) Assumption Balance. If Buyer is to pay all or part of the purchase
      price by assuming an existing loan and if the actual principal balance of
      the existing loan at the date of closing is less than the amount
      identified upon Buyer's review under Section 4(c) and the amount of cash
      required from Buyer at closing is increased by more than $25,000, then
      Buyer may terminate this contract effective upon receipt by Seller of
      Buyer's written notice of termination.

6.    COST OF APPRAISAL. Cost of any appraisal to be obtained after the date of
      this contract shall be timely paid by Buyer.

7.    NOT ASSIGNABLE. This contract shall not be assignable by Buyer without
      Seller's prior written consent., except as provided in Section 21 (n).
      Except as so restricted, this contract shall inure to the benefit of and
      be binding upon the heirs, personal representatives, successors and
      assigns of the parties.

8.    EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's expense,
      either a current commitment for owner's title insurance policy in an
      amount equal to the purchase price on or before 10 CDMEC (Title Deadline).
      Buyer requires of Seller that copies of instruments listed in the schedule
      of exceptions (Exceptions) in the title insurance commitment also be
      furnished to Buyer at Seller's expense. This requirement shall pertain
      only to instruments shown of record in the office of the clerk and
      recorder of the designated county or counties. The title insurance
      commitment, together with any copies or abstracts of instruments furnished
      pursuant to this Section 8, constitute the title documents (Title
      Documents). Seller will pay the premium at closing and have the title
      insurance policy delivered to Buyer as soon as practicable after closing.
      Said commitment shall provide for owner's extended coverage. Buyer shall
      pay the cost of any endorsements requested by Buyer.

9.    TITLE.


No. CBS2-7-96                                                       Page 2 of 6
                                                         Initials:_____________
<PAGE>

      (a) Title Review. Buyer shall have the right to inspect the Title
      Documents. Written notice by Buyer of unmerchantability of title or of any
      other unsatisfactory title condition shown by the Title Documents or
      abstract shall be signed by or on behalf of Buyer and given to Seller on
      or before 15 calendar days after Title Deadline, or within five (5)
      calendar days after receipt by Buyer of any Title Document(s) or
      endorsement(s) adding new Exception(s) to the title commitment, together
      with a copy of the Title Document adding new Exception(s) to title. If
      Seller does not receive Buyer's notice by the date(s) specified above,
      Buyer accepts the condition of title as disclosed by the Title Documents
      as satisfactory.

      (b) Matters Not Shown by the Public Records. Pursuant to Section 21 (f),
      on or before the Title Deadline set forth in Section 8, Seller shall make
      available to Buyer true copies of all lease(s) and survey(s) in Seller's
      possession pertaining to the Property all easements, liens or other title
      matters not shown by the public records of which Seller has actual
      knowledge. Buyer shall have the right to inspect the Property to determine
      if any third party(s) has any right in the Property not shown by the
      public records (such as an unrecorded easement, unrecorded lease, or
      boundary line discrepancy). Written notice of any unsatisfactory
      condition(s) disclosed by Seller or revealed by such inspection shall be
      signed by or on behalf of Buyer and given to Seller on or before 15
      calendar days after the Title Deadline. If Seller does not receive Buyer's
      notice by said date, Buyer accepts title subject to such rights, if any,
      of third parties of which Buyer has actual knowledge.

      (c) Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
      GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM
      ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY
      OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES
      AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
      CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO
      DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER
      SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED
      GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF
      SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN
      INCREASE IN SUCH MILL LEVIES.

            In the event the Property is located within a special taxing
      district and Buyer desires to terminate this contract as a result, if
      written notice is given to Seller on or before the date set forth in
      subsection 9(b), this contract shall then terminate. If Seller does not
      receive Buyer's notice by the date specified above, Buyer accepts the
      effect of the Property's inclusion in such special taxing district(s) and
      waives the right to so terminate.

      (d) Right to Cure. If Seller receives notice of unmerchantability of title
      or any other unsatisfactory title condition(s) as provided in subsection
      (a) or (b) above, Seller shall, subject to Section 21(w), use reasonable
      effort to correct said unsatisfactory title condition(s) prior to the date
      of closing. If Seller fails to correct said unsatisfactory title
      condition(s) on or before the date of closing, this contract shall then
      terminate, provided, however, Buyer may, by written notice received by
      Seller, on or before closing, waive objection to said unsatisfactory title
      condition(s). Such termination shall be Buyer's sole and exclusive remedy
      under this Section (9d).

10.   INSPECTION. Buyer or any designee, shall have the right to have
      inspection(s) of the physical condition of the Property and Inclusions, at
      Buyer's expense. If written notice of any unsatisfactory condition, in
      Buyer's discretion, signed by or on behalf of Buyer, is not received by
      Seller 25 CDMEC (Objection Deadline), the physical condition of the
      Property and Inclusions shall be deemed to be satisfactory to Buyer. If
      such notice is received by Seller as set forth above, and if Buyer and
      Seller have not agreed, in writing, to a settlement thereof 30 CDMEC
      (Resolution Deadline), this contract shall terminate three (3) calendar
      days following the Resolution Deadline; unless, within the three (3)
      calendar days, Seller receives written notice from Buyer waiving objection
      to any unsatisfactory condition. Buyer is responsible for and shall pay
      for any damage which occurs to the Property and Inclusions as a result of
      such inspection.

11.   DATE OF CLOSING. The date of closing shall be as of January 9, 1998. The
      hour and place of closing shall be designated by mutual agreement.

12.   TRANSFER OF TITLE. Subject to tender or payment at closing as required
      herein and compliance by Buyer with the other terms and provisions hereof,
      Seller shall execute and deliver a good and sufficient special warranty
      deed to Buyer, on closing, conveying the Property free and clear of all
      taxes except the general taxes for the year of closing, and except those
      matters excepted by Buyer pursuant to Section 9 above and the loan to be
      assumed by Buyer pursuant to Section 3(d).

      Title shall be conveyed free and clear of all liens except (i)
      distribution utility easements (including cable TV), (ii) those matters
      reflected by the Title Documents accepted by Buyer in accordance with
      subsection 9(a), (iii) those rights, if any, of third parties in the
      Property not shown by the public records in accordance with subsection
      9(b), (iv) inclusion of the Property within any special taxing district,
      and (v) subject to building and zoning regulations.

13.   PAYMENTS OF ENCUMBRANCES. Any encumbrance required to be paid shall be
      paid at or before closing from the proceeds of this transaction or from
      any other source.

14.   CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good
      Funds, their respective closing costs and all other items required to be
      paid at closing, except as otherwise provided herein. Buyer and Seller
      shall sign and complete all customary or required documents at or before
      closing. Fees for real estate closing services shall not exceed $500.00
      and shall be paid at closing by Buyer and Seller equally. The local
      transfer tax of 0% of the purchase price shall be paid at closing by N/A.
      Any sales and use tax that may accrue because of this transaction shall be
      paid when due by Buyer.

15.   PRORATIONS. General taxes for the year of closing, based on the taxes for
      the calendar year immediately preceding closing, water and sewer charges,
      owner's association dues, and interest on continuing loan(s), if any, and
      other similar items shall be prorated to date of closing as a final
      settlement.

      (a) Costs and expenses of operation prior to closing shall be paid by
      Seller and those after closing by the Buyer. Any bills, invoices or
      statements received by Buyer following the closing for items payable by
      Seller shall be forwarded to Seller by the 10th day of the month following
      receipt by Buyer. If bills cover a period both before and after closing,
      Buyer shall pay the same and invoice Seller for Seller's share.

      (b) Rents collected by Seller for the month of closing shall be prorated
      at closing. Uncollected rents and other sums payable under the Leases
      which have accrued prior to the Closing Date ("Delinquent Rents") shall
      not be prorated at the Closing. If, after the Closing Date, Buyer receives
      any rents from the tenant under any Lease at a time when there are
      uncollected Delinquent Rents owing pursuant to such Lease, then such
      collections (net of the reasonable costs of collection and inclusive of
      reasonable attorney's fees) shall first be applied to rents and other sums
      payable pursuant to the Lease for the month, prior to when Closing occurs,
      next for rents and other sums due for the month of closing, and then to
      months after the month of Closing. Buyer shall remit to Seller any amounts
      owed for Delinquent Rents on or before the 10th day of the month following
      the month of collection, and Buyer shall promptly remit the balance, if
      any, to Seller to the extent any Delinquent Rent remains unpaid to Seller
      with respect to such Lease.


16.   POSSESSION. Possession of the Property shall be delivered to Buyer as
      follows: Date of closing


No. CBS2-7-96                                                       Page 3 of 6
                                                         Initials:_____________
<PAGE>

      subject to the following lease(s) or tenancy(s): Those in effect at time
      of closing.

      If Seller, after closing, fails to deliver possession on the date herein
      specified, Seller shall be subject to eviction and shall be additionally
      liable to Buyer for payment of $5000.00 per day from the date of agreed
      possession until possession is delivered.

17.   CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided in this
      contract, the Property and Inclusions shall be delivered in the condition
      existing as of the date of this contract, ordinary wear and tear excepted.
      In the event the Property shall be damaged by fire or other casualty prior
      to time of closing, in an amount of not more than ten percent of the total
      purchase price, Seller shall be obligated to repair the same before the
      date of closing, and the closing may be extended so that Seller can
      complete such repairs. In the event such damage is not repaired within
      said time or if the damages exceed such sum, this contract may be
      terminated at the option of Buyer. Should Buyer elect to carry out this
      contract despite such damage, Buyer shall be entitled to credit for all
      the insurance proceeds resulting from such damage to the Property and
      Inclusions, not exceeding, however, the total purchase price. Should any
      Inclusion(s) or service(s) fail or be damaged between the date of this
      contract and the date of closing or the date of possession, whichever
      shall be earlier, then Seller may (i) shall be liable for the repair or
      replacement of such Inclusion(s) or service(s) with a unit of similar
      size, age and quality, (ii) give to Buyer at closing or an equivalent
      credit, less any insurance proceeds received by Buyer covering such repair
      or replacement., or (iii) provide written notice to Buyer that Buyer may,
      within 5 days after such notice, terminate this contract or accept the
      Inclusions, "As-Is" with no change in the purchase price.

18.   TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note or
      check received as earnest money hereunder or any other payment due
      hereunder is not paid, honored or tendered when due, or if any other
      obligation hereunder is not performed or waived as herein provided, there
      shall be the following remedies:

      (a) IF BUYER IS IN DEFAULT: (Check one box only.)

            |X|   (2) Liquidated Damages. All payments and things of value
                  received hereunder shall be forfeited by Buyer and retained on
                  behalf of Seller and both parties shall thereafter be released
                  from all obligations hereunder. It is agreed that such
                  payments and things of value are LIQUIDATED DAMAGES and
                  (except as provided in subsection (c)) are SELLER'S SOLE AND
                  ONLY REMEDY for Buyer's failure to perform the obligations of
                  this contract. Seller expressly waives the remedies of
                  specific performance and additional damages.

      (b) IF SELLER IS IN DEFAULT: As Buyer's sole and exclusive remedies for
      Seller's defaults, Buyer may either (i) elect to treat this contract as
      canceled, in which case all payments and things of value received
      hereunder shall be returned and Buyer may sue for its actual (but not
      consequential, indirect or punitive) damages as a result of Seller's
      breach in an amount not to exceed $100,000, or (ii) may elect to treat
      this contract as being in full force and effect and Buyer shall have the
      right to specific performance, but not damages.

      (c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding,
      in the event of any arbitration or litigation arising out of this
      contract, the arbitrator or court shall award to the prevailing party all
      reasonable costs and expenses, including attorney fees.

19.   EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract,
      Buyer and Seller agree that, in the event of any controversy regarding the
      earnest money and things of value held by broker or closing agent, unless
      mutual written instructions are received by the holder of the earnest
      money and things of value, broker or closing agent shall not be required
      to take any action but may await any proceeding, or at broker's or closing
      agent's option and sole discretion, may interplead all parties and deposit
      any moneys or things of value into a court of competent jurisdiction and
      shall recover court costs and reasonable attorneys fees.

21.   ADDITIONAL PROVISIONS: (The language of these additional provisions has
      not been approved by the Colorado Real Estate Commission.)

(a)   See attached addendum for Additional Provisions.

22.   RECOMMENDATION OF LEGAL COUNSEL. By signing this document, Buyer and
      Seller acknowledge that the Selling Company or the Listing Company has
      advised that this document has important legal consequences and has
      recommended the examination of title and consultation with legal and tax
      or other counsel before signing this contract.

23.   TERMINATION. In the event this contract is terminated, all payments and
      things of value received hereunder shall be returned and the parties shall
      be relieved of all obligations hereunder, subject to Section 19.

24.   SELLING COMPANY BROKER RELATIONSHIP. The selling broker, Hendricks &
      Partners LLC and its salespersons have been engaged as a Transaction
      Broker. Selling Company has previously disclosed in writing to the Buyer
      that different relationships are available which include buyer agency,
      seller agency, subagency, or transaction-broker.

27.   MODIFICATION OF THIS CONTRACT. No subsequent modification or any of the
      terms of this contract shall be valid, binding upon the parties, or
      enforceable unless made in writing and signed by the parties.


No. CBS2-7-96                                                       Page 4 of 6
                                                         Initials:_____________
<PAGE>

      and when each party has executed a copy thereof, such copies taken
      together shall be deemed to be a full and complete contract between the
      parties.

Skyline Rentals Ltd., a Colorado limited partnership
By: Skyline Realty Inc., a Colorado Corporation, General Partner

Buyer:   /s/ James A. Billings             Date: _______________________________
         James A. Billings, President            Date of Buyer's Signature

         Buyer's Address:      143 Union Boulevard, Suite 550
                               Lakewood, CO 80228
         Buyer's Telephone:    986-1500

AMERICANA LAKEWOOD I
Virginia Street Associates Limited Partnership
By: American Real Estate Investment L.P., a Delaware limited partnership
       By: American Real Estate Investment Corporation, a Maryland Corporation,
           General Partner

Seller:  By: /s/ Evan Zucker                Address:  1670 Broadway, #3350
            ----------------                          Denver, CO 80202
                                                      Telephone: (303) 869-4700
Date:    December 31, 1997

================================================================================

The undersigned Broker(s) acknowledges receipt of the earnest money deposit
specified in section 3. and Selling Company confirms its Broker Relationship as
set forth in Section 24.

Selling Company:

HENDRICKS & PARTNERS, L.L.C.
         Address:     1050 Seventeenth Street, Suite 1930
                      Denver, CO 80265
         Telephone:   303-607-9001
         Fax:         303-607-9024

By: ---------------------------------       Date: ____________________________
        Charles B. Sweeney

Listing Company:

HENDRICKS & PARTNERS, L.L.C.
         Address:     1050 Seventeenth Street, Suite 1930
                      Denver, CO 80265
         Telephone:   303-607-9001
         Fax:         303-607-9024

By: ---------------------------------       Date: ____________________________
        Charles B. Sweeney


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Note: Closing Instructions should be signed at the time this contract is signed.
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No. CBS2-7-96                                                       Page 4 of 6
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                                                         Exhibit 10(af) Addendum

                                    ADDENDUM

To that certain Commercial Contract to Buy and Sell Real Estate dated November
12, 1997 by and between Skyline Rentals Ltd., a Colorado limited partnership as
Buyer, and For Americana Lakewood I, Virginia Street Associates Limited
Partnership and For Americana Lakewood II, Americana Development Associates,
L.P. as Seller, concerning certain real property located at 12598 W. Dakota
Avenue, Lakewood, CO. If any provision in the printed form of said contract is
inconsistent with any provision contained herein, then and in that event this
Addendum shall control.

21.   ADDITIONAL PROVISIONS

(a)   Inspection.

(i)   Section 10 shall be amended by the addition of the following language: The
      term "inspection" shall include but not be limited to an inspection of the
      roof, walls, structural integrity of the Property, an inspection of the
      Inclusions, and a determination of the existence or nonexistence of
      asbestos and urea formaldehyde insulation, lead-based paint, PCB
      transformers, radon gas, hazardous or toxic substances, and/or under
      ground storage tanks in or on the Property; provided that Buyer will not
      disturb, penetrate or alter the physical condition, structure, roof or
      Property or Inclusions, without Seller's prior written consent (which may
      be given or withheld in Seller's sole discretion). The Buyer shall not
      permit any mechanic's or materialmen's liens to be filed against the
      Property and hereby indemnifies and holds the Seller harmless from and
      against any liability, damage, injury, expense or cost which may be
      incurred by the Seller in connection with Buyer's entry upon or inspection
      of the Premises, including, but not limited to, any mechanic's or
      materialmen's liens which may be filed against the Property as a result of
      the provisions of this contract. This indemnity shall specifically include
      attorneys' fees and any costs incurred by the Seller to enforce this
      indemnity.

(ii)  Buyer's inspection shall be at its sole cost and expenses and shall be
      made only during regular business hours, after reasonable notice to Seller
      and without disturbing Seller's use of the Property or the tenants located
      there in. The indemnity set forth in this Section is in addition to, and
      not limited by, Seller's remedies set forth in Section 18, and shall
      survive the termination of this contract.

(iii) Seller and Buyer shall cooperate during the inspection so as to minimize
      disruption of Seller's operation and management of the Property and
      tenants' occupancy of individual apartments. Buyer shall provide Seller
      with 96 hours notice of desired time of inspection so Seller can provide
      48 hours advance notice as required by existing leases. Seller's
      representatives shall accompany Buyer's representatives during inspection
      of apartments.

(b) Hazardous material/ADA Disclosure. Buyer acknowledges that various
materials, substances, or wastes utilized in the construction of any
improvements situated on the Property may contain materials that may have been
or may be in the future determined to be toxic, hazardous, pollutants or
undesirable, including, but not limited to, asbestos, radon and lead
(collectively, "Hazardous Materials"), and may need to be specifically treated
or removed. In addition, the land ("Land") upon which the Property is situated,
may have been contaminated by Hazardous Materials or subjected to underground or
above-ground storage tanks or may have been contaminated by other sources. Buyer
further acknowledges that the Property may be subject to the Americans With
Disabilities Act ("ADA"), a federal law, which requires, among other matters,
that tenants and/or owners of "public accommodations" remove barriers in order

--------------------------------------------------------------------------------
This Addendum has not been approved by the Colorado Real Estate Commission. It
was prepared by legal counsel for use by Hendricks & Partners L.L.C.
--------------------------------------------------------------------------------
                                                            Initials

<PAGE>
to make the Property accessible to disabled persons and provide auxiliary aids
and services for hearing, vision or speech impaired persons.

Buyer acknowledges that Hendricks & Partners L.L.C. and its employees and agents
do not possess the expertise and are not qualified to determine whether or not
the Property is affected by Hazardous Materials and that Hendricks & Partners
L.L.C. recommends that all future owners and tenants with respect to the
Property and the Land seek the advice of knowledgeable legal counsel, architects
and other consultants in connection with determining the existence or
nonexistence of Hazardous Materials and complying with the requirements of the
ADA. Buyer acknowledges that Hendricks & Partners L.L.C. has not made an
investigation or determination with respect to the matters set forth above and
Buyer agrees to hold Hendricks & Partners L.L.C. harmless from and against any
liability, damage, expense or cost which may be incurred by the parties in
connection with the matters set forth herein.

                             INTENTIONALLY OMITTED

(d) CONVEYANCE "AS IS" AND WITHOUT WARRANTIES. BUYER UNDERSTANDS AND AGREES THAT
IT IS PURCHASING THE PROPERTY, THE INCLUSIONS AND ANY OTHER PERSONAL PROPERTY TO
BE TRANSFERRED TO BUYER IN AN "AS-IS" CONDITION AND THAT SELLER MAKES NO
WARRANTIES, REPRESENTATIONS, OR GUARANTIES, EITHER EXPRESS OR IMPLIED, OF ANY
KIND, NATURE, OR TYPE WHATSOEVER. BUYER HAS NOT RELIED (AND WILL NOT RELY) ON
ANY VERBAL OR WRITTEN STATEMENT, PROMISE, WARRANTY, OR REPRESENTATION OF SELLER
OR ANYONE ACTING FOR OR ON BEHALF OF SELLER NOR ON ANY PARTICULAR SKILL,
KNOWLEDGE, OR EXPERTISE OF SELLER OR ANYONE ACTING FOR OR BEHALF OF SELLER,
EXCEPT FOR ANY WRITTEN REPRESENTATION EXPRESSLY SET FORTH IN THIS CONTRACT.
BUYER WILL ACQUIRE THE PROPERTY, THE INCLUSIONS AND ANY OTHER PERSONAL PROPERTY
IN AN "AS-IS" AND "WITH ALL FAULTS" CONDITION AND STATE OF REPAIR, WAIVING ANY
CLAIM BASED ON APPARENT OR LATENT DEFECTS OR DEFICIENCIES, WHETHER NOW OR
HEREAFTER EXISTING. BUYER DOES HEREBY WAIVE, AND SELLER DOES HEREBY DISCLAIM,
ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR
TYPE WHATSOEVER WITH RESPECT TO THE PROPERTY, THE INCLUSIONS OR ANY OTHER
PERSONAL PROPERTY INCLUDING, BY WAY OF DESCRIPTION BUT NOT LIMITATION, THOSE OF
CONDITION, MERCHANTABILITY, TENANTABILITY, HABITABILITY, SUITABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR USE, OR THE PRESENCE OF HAZARDOUS MATERIALS AND
BUYER RELEASES SELLER FROM ANY CLAIM, CAUSE OF ACTION, OR OTHER ASSERTION OF
RIGHT WITH REGARD THERETO.

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(e) Governmental Notices. Seller represents that as of this date no written
notices, have been received from the Department of Health and Hospitals or from
any local, country, state or federal governmental agency requiring corrective
measures to the Property, and that it has no actual knowledge of any such verbal
notices. If any such notices are received prior to closing, Seller agrees to
disclose the same, in writing, to Buyer and Hendricks & Partners L.L.C.
immediately upon receipt thereof. Upon the receipt of any notice, Seller shall
have the option, in Seller's sole discretion, and for a period of thirty (30)
calendar days in which to correct and cure the defect. The closing shall take
place five (5) calendar days after said 30-calendar-day period expires, unless
such date falls on a Saturday, Sunday or Federal or State holiday, in which
event the closing shall take place on the next business day following such
Saturday, Sunday or Federal or State holiday or on the date of closing as set
forth in the contract, whichever is later. However, in the event the defect is
not cured within said thirty (30) calendar-day period this contract shall
terminate at Buyer's option and Buyer's sole remedy. If Buyer is not satisfied
with Seller's cure of any defects and written notice thereof is received by
Hendricks & Partners L.L.C. within two (2) calendar days after said
30-calendar-day period expires, this contract shall terminate as Buyer's sole
remedy. If said written notice is not received by Hendricks & Partners L.L.C.
within the time period specified above, the provisions of this paragraph shall
be waived, Buyer will accept such defect As-Is, and this contract shall remain
in full force and effect.

(f) Contingency. The closing of this contract is contingent upon Buyer's
examination and approval of the following property documents in Seller's
possession which, to Seller's actual knowledge, Seller represents have been
prepared, kept or maintained by Seller in the ordinary regular course of
business.

(i)    A current rent roll listing the name of the tenant, apartment number,
       amount of rent, amount of security deposit, date to which the apartment
       is leased and any inducements the tenant received for leasing the
       apartment;

(ii)   Copies of all leases or contracts between tenants and Seller;

(iii)  Copies of material contracts affecting the Property including but not
       limited to insurance policies and service contracts (trash removal,
       etc.);

(iv)   Statements of income and expenses prepared by AIMCO and/ or its
       predecessor for the calendar year 1995 and 1996 and statements for 1997
       year-to-date, which, to Seller's actual knowledge, are not materially
       inaccurate.

(v)    A written inventory of personal property owned by the Seller and copies
       of accompanying warranties located on the Property and used in connection
       with the Property;

(vi)   Existing survey;

(vii)  Plans and specifications, if available;

(viii) Copies of environmental or engineering studies, if any;

(x)    Copies of existing loan documents.

(xi)   Copies of inspections, reports, studies or other documents in Seller's
       possession or control relating to Americans with Disabilities  Act (ADA)
       requirements,

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      recommendations, compliance, non-compliance, notices, or other documents
      relating to ADA.

Excluding leases, Seller shall provide Buyer with copies of the above documents
in Seller's possession within 3 CDMEC.

Seller shall make available to Buyer for Buyer's review and copying copies of
the foregoing documents, in Seller's possession, within three (3) CDMEC. If
Buyer is not satisfied with the results of said examination and written notice
thereof has not been received by Seller on or before twenty-two (22) CDMEC, this
contingency shall be waived and the contract shall remain in full force and
effect. If Buyer is dissatisfied with any matter, the provisions set forth in
Section 10 shall apply for resolution or termination.

(g) Survey On or before 25 days after CDMEC, Seller shall furnish to Buyer, at
Seller's expense, a current monumented or pinned Improvement Survey Plat
("Survey") prepared by a land surveyor licensed in the State of Colorado. The
Survey shall be certified to Seller, Buyer, and Hendricks & Partners, L.L.C. and
the title insurance company and performed on the Property and shall show thereon
the correct legal description; acreage and square footage; location of all
fences, hedges or walls on or within two (2) feet of all sides of all boundaries
of the Property; all boundary line dimensions; the dimension and location of all
improvements; any and all ditches, easements, rights-of-way, and adjacent
roadways, if any; and the location of all visible utilities on the Property and
all underground utilities for which there is visible surface evidence. The
Survey shall reflect all exceptions to title (where applicable) as reflected on
the title commitment and shall disclose that a physical inspection on the
Property revealed no improvements situated upon or adjacent to the Property are
the subject of any encroachments, and that no easements or rights-of-way have
been physically violated in any respect. In the event the items reflected in the
Survey are not in conformance with the provisions of this paragraph and written
notice of Buyer's objections is received by Hendricks & Partners, L.L.C. within
five (5) calendar days from the date of receipt of said Survey by Buyer, Seller
shall have a period of five (5) calendar days from the date of receipt of said
notice in which to cure any such defects pursuant to the provisions of Sections
9(d) and 21(w). In the event such defects are not cured within said five (5)
calendar-day period, this contract shall terminate at Buyer's option and sole
remedy. If said written notice of Buyer's objections to the Survey is not
received by Seller or if Buyer elects to waive the objections to the Survey, the
Survey shall be accepted and this contract shall remain in full force and
effect.

(h) Management and Maintenance. Seller agrees to manage and maintain the
improvements on the Property from and after the date of mutual execution of this
contract to the closing date in the ordinary course of its business, to commit
no waste or nuisance and not to knowingly violate any zoning ordinance or
building permit. Seller agrees that all insurance shall be kept in effect by the
Seller until the closing date. Subject to casualty, Seller further agrees to
maintain the Property in good repair and in the existing condition, ordinary
wear and tear excepted as of this date and not to remove any personal property
from the Property. Seller further agrees to assign to Buyer on the closing date
all existing (and assignable) contractors' or manufacturers' warranties on the
Property, if any.

(i) Tenant Notification/Security Deposits. All security and other deposits of or
by tenants in connection with leases or otherwise shall be transferred to Buyer.
On the date of closing, Seller shall notify the tenants who then occupy any
portion of the Property stating that Seller's interest in the Property will
terminate by virtue of the sale of the Property as of the date of closing and
that all security deposits made by each of the tenants will be transferred to
Buyer and giving the name and address of Buyer. At the time of closing, Seller
shall furnish evidence of said notices to be given, render a complete accounting
of all security deposits, and transfer all security deposits to Buyer. At the
closing, Buyer will assume all liability to tenants with respect to such
security deposits.

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(j) Leases Modification. Seller shall not amend, alter, modify, extend or cancel
any of the existing leases on the Property nor shall Seller enter into any new
leases affecting the Property, except in the ordinary course of business and
consistent with past practices, without the prior written consent of Buyer,
which consent shall not be unreasonably withheld or delayed.

(k)   Notice Provision. Notices shall be given to:

      Buyer:
      Skyline Rentals, Ltd.
      Attn.: James A. Billings
      143 Union Boulevard, Suite 550
      Lakewood, CO 80228
      Telephone No. 303-986-1500
      Facsimile No. 303-989-8073

      With copy to:
      Robert G. Pierce
      Richard H. Pierce
      Butler, Landrum and Pierce
      Attorneys for Skyline Rentals, Ltd.
      720 Kipling, Suite 201
      Lakewood, CO 80215
      Telephone No. 303-232-3888
      Facsimile No. 303-232-3892

      Seller:
      Evan Zucker
      Virginia Street Associates Limited Partnership
      Americana Development Associates, L.P.
      1670 Broadway, #3350
      Denver, CO  80202
      Telephone No.  303-869-4700
      Facsimile No.  303-869-4602

      With copy to:
      Gary M. Reiff
      410 17th St., 22nd Floor
      Denver, CO 80202
      Telephone No.  303-534-6335
      Facsimile No.  303-623-1956

All notices, demands and requests required to be given by either party to the
other shall be in writing and shall either be hand delivered, transmitted by
facsimile, or sent by certified or registered mail, return receipt requested,
postage prepaid, addressed to the parties at the addresses set forth herein or
at such other addresses as the parties may designate in writing delivered
pursuant to this provision. Any notice when given as provided herein shall be
deemed to have been delivered when personally served or transmitted by facsimile
(with confirmation), or two (2) calendar days subsequent to the date that said
notice was deposited with the United States Postal Service.

(l) Calendar Days. In the event any date called for herein falls on a Saturday,
Sunday or Federal or State holiday, said date shall be extended to the next
business day following such Saturday, Sunday or Federal or State holiday.

(m) CDMEC. As used in this contract, the term "CDMEC" shall be defined as
calendar days from mutual execution of this contract.

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(n) Assignment. Buyer may assign this contract to any Affiliate without the
consent of Seller, provided Buyer gives Seller written notice thereof within 2
calendar days after such assignment and the assignee assumes all of Buyer's
obligations hereunder. As used herein, "Affiliate" means any entity which is
controlled by, under common control with, or controls Buyer. As used herein,
"control" or "controlled" means the ability to direct the management and
decisions of the entity and the right to vote more than 50% of the equity
interests of the entity.

(o) Earnest Money/Loan Assumption. Earnest money deposited pursuant to Paragraph
3 (a) shall be delivered to North American Title when this contract has been
fully executed by all parties. Earnest money shall be deposited by North
American Title in an interest bearing FDIC insured account and all interest
shall be credited to Buyer.

(p) Management and Service Contracts. Except for the Automatic Laundry Lease and
the TVMAX Telecommunications Contract, Management Agreements and Service
Contracts in effect shall be terminated by Seller no later than 30 days after
the date of closing unless Buyer elects to continue the same by the Title
Deadline.

(q) Pending Actions. To Seller's actual knowledge, there are no actions pending
or threatened against Seller or the Property, except as noted.

(r) Survival. All representations, covenants and conditions shall survive
closing for a period of one year.

(s) Work Orders. To Seller's actual knowledge, there are no material work orders
outstanding except as have been disclosed to Buyer pursuant to Section 21(f). If
there are any such work orders outstanding, Seller shall make payment of amounts
due in connection therewith for work occurring prior to closing.

(t) Notice of Default. In the event any party to this contract shall claim any
other party to be in default of the terms and conditions of this contract or any
other documents executed and delivered pursuant thereto, any covenant to be
performed therein, or payment of any amount due thereunder, the party claiming
default shall give notice to all other parties in writing stating in reasonable
detail the default alleged to have occurred. Said notice shall be delivered to
all other parties pursuant to Section 21(k). The party alleged to be in default
shall have a period of ten (10) days after delivery of said notice (but not
extending beyond the closing date, set forth in paragraph 11) within which to
cure or correct such default, and in the event the same shall be so cured or
corrected, then this contract shall continue in full force and effect. In the
event the party alleged to be in default shall not cure or correct such default
or shall not advise the party claiming default in writing as to the reasons the
party alleged to be in default does not believe such default exists, the parties
not in default shall have remedies set forth in Section 18.

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(v) Buyer Disclosure. Seller acknowledges having been advised by Hendricks &
Partners that Skyline Realty, Inc., a principal in the buying entity is a
licensed real estate broker in the State of Colorado, and will not be
participating in the commission to be paid by Seller, and Seller has no
objection thereto. Both Buyer and Seller represent and warrant to the other
that, other than Hendricks & Partners, neither has engaged any broker or other
agent or finder in this matter, and shall indemnify and hold harmless the other
for any breach of this representation, including for any costs, expenses,
liabilities and reasonable attorneys' fees resulting therefrom.

(w). Liens. Supplementing Section 9(d), the parties agree that, in using
reasonable efforts to correct any unsatisfactory title condition, Seller will
not be required to spend any money except as necessary to pay the amount of (i)
any liens for ordinary real estate taxes due for any period before the year of
closing, (ii) installment payments accrued pursuant to any special assessment
for any period before the date of closing, (iii) any mechanics' liens for work
or materials, provided those liens are not imposed as a result of any inspection
or other activities of Buyer or its employees, agents, contractors, consultants
or representatives, and (iv) any liens securing indebtedness owing by Seller to
any private third party (except the loan to be assumed by Buyer pursuant to
Section 3(d)).

(x) Actual Knowledge of Seller. For purposes of this contract, the "Actual
Knowledge of Seller", "Actual Knowledge" or any variation thereof, means and is
limited to the actual knowledge of Evan Zucker and Rick Burger, and will not
include any notice or knowledge that may be imputed to either of them or
constructively attributed to either of them, nor will the use of the phrase
imply that any special inquiry or investigation has been undertaken by either of
them with respect to the matter to which the phrase applies. Neither Mr. Zucker
nor Mr. Burger will have any personal liability under this contract with respect
to any liability or obligation of Seller.

(y) Assumption of Contracts and Leases. At closing, and from and after the
closing, Buyer shall assume all Seller's rights and obligations under (i) all
leases with tenants, and (ii) all Management Agreements, Service Contracts and
other agreements not terminated pursuant to Section 21(p), including the
Automatic Laundry Lease and TVMAX Telecommunications Contract (provided that
Buyer shall be liable under such Management Agreements, Service Contracts and
other agreements which are terminated for a period not to exceed 30 days after
the date of closing).

(z) Severable Obligations. Buyer acknowledges and agrees that (i) it will be
purchasing Americana Lakewood I from Virginia Street Associates Limited
Partnership ("Virginia") and Americana Lakewood II from Americana Development
Associates, L.P. ("ADALP"), (ii) the obligations of each of Virginia and ADALP
under this contract are several, and not joint, and (iii) Buyer cannot terminate
this contract with respect to either Americana Lakewood I or Americana Lakewood
II without terminating this contract with respect to the entire Property, it
being the express intent of the parties that Buyer must acquire both, and not
one, of such parcels. If Buyer is required, as a condition to assuming the loan
referenced in Section 3(d), to have a separate contract to acquire Americana
Lakewood II, then the Buyer and Seller will re-enter this contract to have
separate contracts with respect to Americana Lakewood I and Americana Lakewood
II on the same terms and conditions as set for herein, except solely with
respect to the allocation of the Purchase Price to the two contracts.

(aa) No Recording. Neither this contract nor any memorandum of it may be
recorded. If Buyer breaches this provision, Seller may declare Buyer in default
and pursue all remedies provided for default in this contract or available at
law or equity.

(ab) 1031 Exchange. Buyer, at the request of Seller, agrees to cooperate with
Seller or any constituent partners, members or shareholders of Seller who may
dispose of

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any of the Property in a tax deferred exchange pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended (the "Code"). Such cooperation shall
be limited to execution of standard and customary documentation to comply with
the exchange provisions under the Code and allowing a distribution or partial
distribution in kind of any or all of the Property from Seller to one or more
entities or partners, members or shareholders of Seller, including, but not
limited to, a reorganization of Seller, and a transfer of a portion of the
Property by deed or deeds from the Seller to entities, partners, members, or
shareholders of Seller to Buyer in accordance with Seller's obligations under
this contract. In order to implement such exchange, Seller may, upon notice to
Buyer, assign its rights, but not its obligations under the contract to a third
party designated by Seller, to act as a qualified intermediary (as such phrase
is defined in the applicable Internal Revenue Service regulations). In no event,
however, shall Buyer incur any additional expense or liability as a result of
such exchange or as a result of Seller's acquisition of any other property or
properties. In no event shall Buyer be required to take title or convey any real
or personal property other than the Property.

(ac) Facsimile signatures shall be valid and binding on all parties. Original
signed copies shall be forwarded to all signed parties as soon as feasible
following signing.

(ad) Seller reserves the right, by December 24, 1997, to grant appropriate
easements over the Property to TVMAX Telecommunications consistent with TVMAX's
existing and reasonably anticipated use of the Property, and any such easements
will be added to the Buyer's title policy.


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