PROPERTY MANAGEMENT AGREEMENT
                                   (Sin Vacas)




         THIS AGREEMENT is made as of this 15th day of May, 1996, by and between
L'AUBERGE  COMMUNITIES  INC., a California  corporation  ("Agent"),  and CLUSTER
HOUSING PROPERTIES,  A CALIFORNIA LIMITED PARTNERSHIP ("Owner"),  with reference
to the following:

         A. Owner owns certain real property located in Tucson, Arizona, as more
particularly  described on Exhibit "A" attached hereto (the "Site"),  upon which
72 apartment units (the "Units") have been constructed. (The Site, Units and all
improvements  relating  to or  connected  with  the  Units,  together  with  all
appurtenances,  fixtures  and  equipment  and all rights and  privileges  now or
hereafter  contained in,  belonging to or in any way pertaining or beneficial to
any of the  foregoing,  whether or not  attached  to the Site or the Units,  are
sometimes hereinafter collectively referred to as the "Property.")

 B.       Agent possesses the organization and skills necessary to discharge its
 obligations hereunder.

 C.       Owner desires to employ Agent, and Agent desires to be employed by
Owner, for the orderly management and operation of the Property on the terms and
conditions set forth below.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereto agree as follows:

          1.      Appointment of Manager.

                  Owner   hereby    appoints   Agent   as   Owner's    exclusive
representative, manager and agent for the purposes of managing, maintaining, and
operating  the  Property  for the  account  of  Owner  during  the  term of this
Agreement and upon the terms and conditions set forth below.

          2.      Term.

                  The term of this  Agreement  shall  commence on the date first
set forth  above (the  "Commencement  Date") and Agent's  obligations  ("Agent's
Management  Obligations")  pursuant to this Agreement shall expire in accordance
with the provisions of Paragraph 9 below.



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          3.      Agent's Duties.

                  a.      Agent agrees to perform the following duties on behalf
                          of Owner:

                           (i) To accept and does hereby  accept the  management
         of the Property for the period and upon the terms herein provided,  and
         agrees to furnish the  services of its  organization  for the  renting,
         operating and managing of the  Property,  and to do and perform any and
         all things in and about the  management,  maintenance  and operation of
         the Property customarily performed by agents of similar properties,  in
         a professional,  reasonable,  effective and efficient  manner,  subject
         however to the provisions of Section 3(d) below;

                          (ii)      [Intentionally deleted];

                         (iii)      To aid, assist and cooperate in the matter
          of real property taxes and insurance claim adjustments;

                          (iv)      Subject to the provisions of Paragraph 8
           below, to care for, place and  supervise all insurance coverage;

                           (v) Subject to the  provisions  of Paragraph 8 below,
         to render on or before  the tenth  (10th)  day of each  calendar  month
         during the term hereof,  statements  of receipts,  expenses and charges
         for the previous calendar month;

                          (vi)      [Intentionally deleted];

                         (vii) To hire,  discharge  and  supervise all labor and
         employees  ("Project   Personnel")   required  for  the  operation  and
         maintenance  of  the  Property  (exclusive  of  employees  retained  to
         undertake  the  activities  described in Section 3(d) below),  it being
         agreed that all employees  shall be deemed to be employees of Agent and
         not of Owner,  and that  Agent  may  perform  its  duties  through  its
         attorneys,  agents  and  employees  holding  such  licenses  as  may be
         necessary or appropriate for the performance of such duties,  but shall
         not  be  responsible  for  their  acts,   defaults  and  negligence  if
         reasonable  care has been exercised in their  appointment,  supervision
         and retention;

                        (viii) To pay all expenses, including without limitation
         mortgage payments,  real estate and personal property taxes,  insurance
         premiums,  licenses,  fees and payroll taxes and other  obligations  of
         Owner, incurred in connection with the Property during the term of this
         Agreement, prior to their due dates;

                          (ix)  To  account  for  all  deposits   received  from
         tenants, and the excess of operating revenues over the sum of operating
         expenses plus reserves  established by Owner (or as otherwise  approved
         from time to time by Owner,  provided  that in any  event  such  amount
         shall  not be less than the  amount  reasonably  sufficient  to pay all
         accounts payable of the Property), to Owner; and

                           (x) To enter into any laundry, laundry machine and/or
         vending machine leases and other personal property leases.

                  b.  Agent shall establish operating procedures and policies
necessary to perform Agent's Management Obligations under this Agreement.

                  c.  Agent  shall  be   authorized   to  make   contracts   for
electricity,  gas, fuel, water, telephone,  sweeping, cleaning and other similar
services or such of them as Agent, in its discretion, shall deem advisable.

                  d.  Notwithstanding  anything  contained  in this Section 3 or
elsewhere in this Agreement to the contrary, Agent shall not be responsible for,
nor shall Agent  perform,  any of the  activities  described in Arizona  Revised
Statute ss. 32-2101.32,  or any successor  statute,  which activities require an
Arizona  real  estate  broker's  or  salesperson's   license.  These  activities
presently include without limitation  renting,  offering to rent, or negotiating
the rental of real estate and collecting rents for the use of real estate. Owner
acknowledges  that Agent does not have a real estate  license in Arizona.  Owner
and Agent further  acknowledge  that any natural  person hired to undertake such
activities for the Property pursuant to A.R.S. ss. 32-2121.A.7 shall be employed
directly by Owner and shall be compensated directly by Owner.

          4.      Compensation.

                  During the term  hereof,  Owner  agrees to pay to Agent on the
first day of each month a management fee (the "Property  Management  Fee") equal
to 4% of rents collected in the preceding month  (including  forfeited  security
deposits  and  nonrefundable  deposits  and fees) as long as Agent's  Management
Obligations  have not been terminated,  as compensation  for Agent's  management
services hereunder.

          5.      Operating Budget; Accounting.

                  a. Agent shall  prepare an  operating  budget for the Property
for each calendar year during the term of this Agreement.  Such operating budget
shall be prepared in consultation with Owner.

                  b.  All  monthly   accounting   functions  for  the  Property,
including  without  limitation rent collection and the processing and payment of
accounts  payable of the Property but excluding  rent  collection,  shall be the
responsibility of Agent at Agent's sole cost and expense.

          6.      Bank Account.

                  Agent shall establish and maintain a separate trust account in
the name of Owner for the deposit of all monies  collected from or in connection
with the  operation of the  Property.  Agent shall have the authority to draw on
this account for any payments  which Agent may make solely for the  discharge of
any liabilities or obligations incurred pursuant to this Agreement,  and for the
payment of the Property  Management  Fee, all of which payments shall be subject
to the limitations of this Agreement.

          7.      Records; Reports; Meetings; Remittance.

                  a. Agent shall  maintain  books of account on all receipts and
disbursements  incurred in the management  and operation of the Property,  which
records shall,  at all reasonable  times, be open to inspection by Owner without
prior notice.

                  b.       During the term of this Agreement, Agent shall
 furnish to Owner, the following written reports:

                           (i) On a monthly basis,  not later than ten (10) days
         following the end of each  calendar  month,  a detailed cash  operating
         report,  showing all receipts and disbursements for the previous month;
         and

                          (ii) On a monthly basis,  not later than ten (10) days
         following  the  end  of  each  calendar  month,  a  recapitulation   of
         delinquent rents and a rent roll.

                  c. All net cash flow from  operations of the  Property,  after
establishment of Property operating reserves,  shall be remitted to Owner by the
tenth (10th) day of the following calendar month.

          8.      Property Personnel; Insurance.

                  a. Subject to the  provisions  of Paragraph  3(a)(vii)  above,
Agent shall hire or discharge on behalf of Owner all Property Personnel required
for the  operation  and  maintenance  of the  Property  exclusive  of  employees
retained to undertake the activities described in Section 3(d) above.

                  b. Owner shall maintain  public  liability  insurance and have
Agent named as an additional  insured in all such policies.  The  maintenance of
other insurance in connection with the Property shall be the  responsibility  of
Owner,  but, upon the request of Owner,  shall be supervised and  implemented by
Agent, as hereinabove provided.

          9.      Termination.

                  Agent's  Management  Obligations may be terminated or modified
at any time as provided below:

                  a.       If Owner shall sell or otherwise transfer title to
the Property (except in connection with a reorganization of Owner):

                           (i)      Agent's Management Obligations shall
automatically terminate as of the date of closing of such sale or transfer; and

                          (ii) Owner  shall pay to Agent any  accrued but unpaid
         Property  Management  Fees owing to Agent pursuant to this Agreement up
         to the date of closing of such sale or transfer.

                  b. Either party shall have the right, by giving written notice
to the other party, to terminate Agent's  Management  Obligations  without cause
effective  upon thirty (30) days prior written  notice and with cause  effective
immediately upon delivery.

                  c. In the event Agent's Management  Obligations are terminated
pursuant  to  Paragraph  9.b.  above,  Agent's  right to  receive  the  Property
Management Fee shall terminate as of the effective date of such termination. For
purposes  hereof,  "cause"  shall mean,  in addition to any material  default or
breach by Agent  under this  Agreement,  any act or omission  which  constitutes
negligence, willful malfeasance or fraud.

         10.      Settlement.

                  Upon  the   expiration  or  sooner   termination   of  Agent's
Management  Obligations,  or in the  event  that,  by  mutual  agreement  of the
parties, on-site management of the Property is delegated to a third party:

                  a.  Agent  shall  deliver  and  transfer  to Owner or  Owner's
designee all books, records, agreements, documents and instruments of whatsoever
nature  pertaining to the Property  maintained by Agent on behalf of Owner other
than those maintained by Agent in the course of its own day-to-day business, and
shall pay over to Owner or its designee all sums arising out of the operation of
the Property from the commencement of business  operations  thereat,  including,
without limitation,  all advance rent,  security deposits,  unused cleaning fees
and the like, less permitted expenses actually paid by such transferring party;

                  b. Owner  shall pay to Agent any sums for which  Agent is then
entitled  to  reimbursement  hereunder,  including  those  which  Agent may have
theretofore  advanced  on behalf of Owner  and for  which  Agent  shall not have
theretofore received reimbursement.

         11.      Reimbursement.

                  Owner agrees to promptly  reimburse  Agent for any monies that
Agent may  advance on behalf of or for the  benefit of the  Property or Owner if
such  reimbursement  may not  reasonably  be made from funds from the  Property.
Notwithstanding  the  foregoing,  Agent shall not be  obligated to make any such
advances for the benefit of the Property or Owner.

         12.      Indemnity.

                  Owner  hereby  indemnifies  and agrees to hold Agent  harmless
from and  against  any and all suits,  claims or costs  incurred by Agent in any
actions  brought  by third  parties in  connection  with the  management  of the
Property or this  Agreement,  and from any liability or injury suffered by third
parties in or on the Property,  except for any such suits, claims or costs which
arise  from or relate to any act or  omission  of Agent or its  employees  which
constitutes  negligence,  willful  malfeasance or fraud, as to which Agent shall
indemnify and hold Owner harmless.

         13.      Notices.

                  All notices  required to be given by either party to the other
shall be in  writing  and  shall be  deemed  to have  been  properly  given  and
delivered  when  deposited  in  the  United  States  mail,   sent  certified  or
registered,  return receipt  requested,  postage  prepaid,  or by commercial air
courier, addressed to the parties as follows:

         If to Owner:

                  c/o L'Auberge Communities Inc.
                  5110 Langdale Way
                  Colorado Springs, Colorado 80906
                  Attention:  Stephen B. Boyle

         With a copy to:

                  Hughes Hubbard & Reed LLP
                  350 South Grand Avenue, Suite 3600
                  Los Angeles, California  90071-3442
                  Attention:  George A. Furst, Esq.

         If to Agent:

                  L'Auberge Communities Inc.
                  5110 Langdale Way
                  Colorado Springs, Colorado 80906
                  Attention:  Stephen B. Boyle

         With a copy to:

                  Hughes Hubbard & Reed LLP
                  350 South Grand Avenue, Suite 3600
                  Los Angeles, California  90071-3442
                  Attention:  George A. Furst, Esq.

Such notices shall be effective  upon delivery if delivered in person and either
upon actual  receipt or three (3) days after mailing,  whichever is earlier,  if
delivered by mail.

         14.      Entire Agreement.

                  Except  as  otherwise  specifically  set  forth  herein,  this
Agreement is the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes  all prior  agreements  between the parties
with respect thereto. There have been no representations or warranties by either
party to the other except as  expressly  contained  herein.  No claim of waiver,
modification,  consent or  acquiescence  with  respect to any  provision of this
Agreement  shall be made  against  either party except on the basis of a written
instrument executed by or on behalf of such party.

         15.      Successors and Assigns.

                  This  Agreement  shall be binding  upon and shall inure to the
benefit of the  successors  and  assigns of the  parties  hereto.  Agent may not
assign any of its rights,  or delegate any of its duties,  under this  Agreement
without the prior written consent of Owner.

         16.      Exhibits.

                  All  Exhibits  referred  to in this  Agreement  are  expressly
incorporated herein by reference as though set forth in full.

         17.      Paragraph Headings.

                  The headings of the several  paragraphs of this  Agreement are
inserted  solely for  convenience of reference and are not a part of and are not
intended to govern,  limit or aid in the  construction  of any term or provision
thereof.

         18.      Time.

                  Time is of the essence in the performance of this Agreement.

         19.      Authority.

                  All parties to this Agreement  warrant and represent that they
have the power and authority to enter into this  Agreement in the names,  titles
and capacities herein stated and on behalf of any entities,  persons, estates or
firms  represented  or purported to be  represented  by such persons,  and shall
deliver to the other party such  corporate  resolutions,  powers of attorney and
such other documents or instruments as shall be reasonably necessary to evidence
such authority.



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         20.      Governing Law.

                This Agreement is to be governed by and construed in accordance
 with the laws of the State of Arizona.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Agreement,
effective the day and year first above written.

AGENT:                                 OWNER:

L'AUBERGE COMMUNITIES INC.,        CLUSTER HOUSING PROPERTIES,
a California corporation            A CALIFORNIA LIMITED PARTNERSHIP

By:                                  By:      GP L'Auberge Communities, L.P.,
            Stephen B. Boyle               a California limited partnership,
         President                           General Partner

                                    By:      L'Auberge Communities Inc.,
                                              General Partner

                                   By:      _________________
                                            Stephen B. Boyle
                                            President