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PARTNERSHIP ASSET MANAGEMENT AGREEMENT

     THIS  AGREEMENT  made  and  entered  into  effective  as of the  1st day of
January,  1995, by and between  ______________________, a(n)____________________
Limited  Partnership  (hereinafter  referred to as "Partnership"),  and Cardinal
Apartment Management Group, Inc. an Ohio corporation (hereinafter referred to as
"CAMG").

                              W I T N E S S E T H:

     WHEREAS,  employees of CAMG have had  experience  in the  management of the
affairs and investments of real estate limited partnerships;

     WHEREAS,  the Partnership  wishes to obtain the services of CAMG to perform
administrative  functions  and asset  management  services,  and CAMG  wishes to
perform such services for the Partnership.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
promises, covenants, obligations and agreements hereinafter set forth, and other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
the parties hereto,  intending to be and being legally bound, do hereby agree as
follows:

     1. EMPLOYMENT

     The  Partnership  hereby employs CAMG  exclusively  to provide  partnership
administrative services and asset management services.

     2. TERM

     (A) The term of this  Agreement  shall be for a period  of three  (3) years
commencing  January 1, 1995 and,  unless earlier  terminated as provided in this
Section 2, shall  expire on December  31,  1997.

     (B) At the  expiration  of the initial  three year term,  it is the express
intention of the parties hereto that this Agreement  shall  automatically  renew
itself for successive one year terms unless terminated as herein provided.

     (C) Either party may terminate  this  Agreement upon thirty (30) days prior
written  notice to the other.  In the event this  Agreement is terminated by the
Partnership, and such termination is not the result of CAMG's failure or refusal
to perform as provided in this  Agreement,  then CAMG shall receive within sixty
(60) days of termination, a termination fee of 1% times the average gross rental
income  of the  partnership  over the  period  of twelve  (12)  complete  months
immediately  preceding  the month of  termination,  times  the  number of months
remaining  in the initial  term (or,  as the case may be, in any  renewal  term)
hereunder, as if this Agreement had not been terminated.

     (D) In the event  that CAMG  shall  fail or  refuse to  perform  any of its
material  covenants,  obligations  or duties as provided in this  Agreement in a
manner  consistent  with  the  standard  of  care  customarily  employed  by the
exclusive administrator of a real estate limited partnership,  Partnership shall
have the right at any time after written notice from Partnership and the failure
by CAMG to cure such failure or refusal within thirty (30) days after receipt of
such notice,  to  terminate  this  Agreement  by written  notice to CAMG without
penalty.


     3. DUTIES OF CAMG

     CAMG accepts the employment and agrees:

     (a) To  perform  partnership  administrative  services,  including  but not
limited to the following: preparation and distribution of reports to


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Partners with respect to operations,  finances, management and all other matters
affecting  their  interests;  allocation and  distribution of funds to Partners;
supervision,  review and  distribution of Partnership tax returns and income tax
computations  of  deductions  allocable to each Partner in  accordance  with the
limited partnership  agreement;  supervision,  review and filing of all real and
personal ad valorem  property tax returns  required to be filed by  Partnership;
and  participation  and supervision of professionals  involved in examination of
Partnership filings.

     (b) To perform  partnership  asset management  services,  including but not
limited to Valuation of the  Partnership's  real  property,  upon request by the
Partnership; advice regarding whether and on what terms to sell, refinance, make
material  renovations  or  improvements,  or  otherwise  to improve,  finance or
dispose  of the  Partnership's  real  estate;  analysis  and  recommendation  of
opportunities  for maximizing the investment  yield on Partnership cash balances
pending  their  disbursement;  and such  other and  management  services  as the
Partnership may reasonably request from time to time.

     (c) The above  services  shall be performed  under the  supervision  of the
General Partner(s) of the Partnership.

     (d) CAMG, at its expense, shall maintain or cause to be maintained true and
accurate  original records  reflecting the information  provided to the Partners
and any other reporting entity.  CAMG shall maintain a copy or microfilm copy of
all such records at 6954 Americana  Parkway,  Reynoldsburg,  Ohio 43068, or such
other principal office as CAMG determines is necessary.

     (e) The Limited  and General  Partners,  at their  expense,  shall have the
right at all reasonable times during normal business hours to audit, examine and
make copies of or extracts  from the  records  and  reports  maintained  by CAMG
pursuant to Section 3(d).

     4. STANDARD OF CARE, LIABILITY

     In the performance of its duties and obligations under this Agreement, CAMG
shall  diligently  and in good  faith seek to protect  the  property  rights and
interests of the partners in the Partnership.

     CAMG shall not be liable for any error of  judgment  or for any  mistake of
fact or law, or for anything it may do or refrain from doing  hereafter,  except
in cases of willful misconduct or gross negligence.

     5. COMPENSATION

     (A) As compensation  for CAMG's services as the exclusive  administrator of
the  Partnership,  the  Partnership  shall,  on or before  the tenth day of each
calendar month during the initial and any renewal term of this Agreement,  shall
pay to CAMG one (1%) percent of the sum of gross rental  income  collected by or
for the account of the Partnership during the immediately  proceeding month from
the  operation  of the  Partnership;  provided,  however,  that  there  shall be
excluded or deducted from "gross rental  income" (i) cash or credit refunds paid
to customers upon  transactions  included in gross rental  income;  and (ii) the
amount of any city, county,  state or federal sales, use, luxury or excise taxes
on such sales which are required to be collected from the customer (but included
in the price or stated separately therefrom) and paid to the taxing authorities.

     6. ASSIGNMENT

     CAMG shall have the right to assign  its  rights  and  delegate  its duties
hereunder without  Partnership's  consent to another administrator of recognized
standing.  CAMG shall give Partnership  thirty (30) days written notice prior to
an assignment.



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     7. GENERAL PROVISIONS

     (A)  MODIFICATIONS,  WAIVER.  No change or  modification  of this Agreement
shall be valid or binding upon the parties  hereto,  nor shall any waiver of any
term or  condition,  unless  such  change,  modification  or waiver  shall be in
writing and signed by the parties hereto.

     (B) BINDING EFFECT.  Except as otherwise  provided  herein,  this Agreement
shall  inure to the  benefit of and shall be binding  upon the  parties  hereto,
their legal representatives, transferees, successors and assigns.

     (C) DUPLICATE  ORIGINALS.  For the convenience of the parties  hereto,  any
number of counterparts hereof may be executed and each such counterpart shall be
deemed to be an original instrument.

     (D)  CONSTRUCTION.  This Agreement  shall be  interpreted  and construed in
accordance  with the laws of the state of Ohio,  exclusive  of conflicts of laws
provisions thereof. The titles of the sections and sub-sections herein have been
inserted as a matter of  convenience  of reference only and shall not control or
affect the meaning or construction of any of the terms or provisions herein.

     (E) ENTIRE  AGREEMENT.  This Agreement is intended by the parties hereto to
be the final  expression  of their  agreement  and is the complete and exclusive
statement of the terms thereof,  notwithstanding any representation or statement
to the contrary heretofore made.

     (F)  NOTICES.  All notices  and other  communications  required  under this
Agreement  shall be in writing and shall be (i)  transmitted by facsimile,  (ii)
sent by Federal Express or other overnight  delivery  service,  or (iii) sent by
registered or certified U.S. Mail, return receipt required,  addressed in either
case as follows:

     If intended for CAMG, to:

          Cardinal Apartment Management Group, Inc.
                  6954 Americana Parkway
                  Reynoldsburg, OH 43068
                  ATTN:  President

         With a copy to:

                  General Counsel
                  Cardinal Realty Services, Inc.
                  6954 Americana Parkway
                  Reynoldsburg, OH 43068
          (614) 575-5214
          FAX: (614) 575-5240

         If intended for Partnership, to:

                  _________________________________
                  ATTN:  Partnership Administration
                  6954 Americana Parkway
                  Reynoldsburg, OH 43068

or at such other address or to the  attention of such other  person,  as CAMG or
Partnership  shall  request  by written  notice  given as herein  provided.  Any
written notice or other  communication  given as herein provided shall be deemed
to have been sufficiently given and received for all purposes


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hereunder on the date said return  receipts are signed,  provided that if either
party refuses to sign and return  receipt on the first  delivery or after proper
notice  by the  United  States  Postal  Service,  then the date  three  (3) days
following the date on which the same is deposited,  postage prepaid, in a United
States general or branch post office or mailbox.

     IN WITNESS  WHEREOF,  the parties have affixed their hands and seals on the
date first above written.

___________________________
a(n) ______________________ limited partnership

By: Cardinal Realty Services, Inc.
Its:General Partner

By:________________________

Its:_______________________


Cardinal Apartment Management
Group, Inc.

By:________________________

Its:_______________________