UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2004

                                       or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


             For the transition period from _________to _________

                         Commission file number 0-10831


                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
             (Exact Name of Registrant as Specified in Its Charter)



         California                                              94-2744492
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                         (Registrant's telephone number)


Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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___

Indicate by check mark  whether the  Registrant  is an  accelerated  filer (as
defined in Rule 120-2 of the Exchange Act). Yes _____ No __X__

                         PART I - FINANCIAL INFORMATION

ITEM 1.     Financial Statements


                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                             June 30,    December 31,
                                                               2004          2003
                                                           (Unaudited)      (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $ 3,665        $ 2,417
   Receivables and deposits                                       788           404
   Restricted escrows                                             816           922
   Other assets                                                 1,676           999
   Investment in affiliated partnerships (Note D)               1,067           992
   Investment properties:
      Land                                                     20,365        22,780
      Buildings and related personal property                  92,740       100,078
                                                              113,105       122,858
      Less:  Accumulated depreciation                         (25,383)      (23,194)
                                                               87,722        99,664
                                                             $ 95,734      $105,398
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                           $ 574          $ 211
   Tenant security deposit liabilities                            891           964
   Accrued property taxes                                         492           564
   Other liabilities                                            1,340         1,499
   Due to affiliates (Note C)                                     349           255
   Mortgage notes payable                                      66,699        75,195
                                                               70,345        78,688
Partners' Capital
   General partner                                                133            128
   Limited partners (199,043.2 units issued and
      outstanding)                                             25,256        26,582
                                                               25,389        26,710
                                                             $ 95,734      $105,398

Note: The consolidated  balance sheet at December 31, 2003 has been derived from
      the audited financial statements at that date but does not include all the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles for complete financial statements.


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




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



<TABLE>
<CAPTION>

                                             Three Months Ended        Six Months Ended
                                                  June 30,                 June 30,
                                              2004        2003        2004         2003
Revenues:                                              (Restated)               (Restated)
<S>                                         <C>         <C>         <C>         <C>
   Rental income                            $ 5,302     $ 3,466     $10,657     $ 6,892
   Other income                                 556         299       1,050         571
   Casualty (loss) gain                         (26)         25         (26)         25
      Total revenues                          5,832       3,790      11,681       7,488
Expenses:
   Operating                                  3,014       1,630       5,702       3,360
   General and administrative                   222         269         485         527
   Depreciation                               1,318         916       2,671       1,842
   Interest                                   1,168         785       2,308       1,564
   Property taxes                               423         258         866         468
      Total expenses                          6,145       3,858      12,032       7,761

Loss from continuing operations                (313)        (68)       (351)       (273)
  (Loss) income from discontinued
    operations (Notes A and E)                 (449)         36      (1,100)         68
  Gain on sale of discontinued
    operations (Note E)                         283          --       1,716          --
  Gain on foreclosure of real
    estate (Note B)                             156          --         156          --
  Equity in income from investment
    (Note D)                                     17          --          75         350
  Net (loss) income                         $  (306)    $   (32)    $   496     $   145
  Net (loss) income allocated to general
    Partner (1%)                            $    (3)    $    --     $     5     $     1
  Net (loss) income allocated to limited
    partners (99%)                             (303)        (32)        491         144
                                            $  (306)    $   (32)    $   496     $   145
Per limited partnership unit:
Loss from continuing operations               (1.56)       (.34)      (1.74)      (1.36)

(Loss) income from discontinued
   operations                                 (2.23)        .18       (5.47)       0.34
Gain on sale of discontinued operations        1.41          --        8.54          --
Gain on foreclosure of real estate             0.77          --        0.77          --
Equity in income from investment               0.09          --        0.37        1.74
Net (loss) income per limited
   partnership unit                         $ (1.52)    $  (.16)    $  2.47     $  0.72
Distributions per limited partnership
   Unit                                     $  9.13     $  1.75     $  9.13     $ 11.74


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
           CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' 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       200,342.0      $     1      $200,342    $200,343

Partners' capital at
   December 31, 2003                 199,043.2      $   128      $ 26,582    $ 26,710

Distributions to partners                   --           --        (1,817)     (1,817)

Net income for the six months
   ended June 30, 2004                      --            5           491         496

Partners' capital at
   June 30, 2004                     199,043.2     $    133      $ 25,256    $ 25,389


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,
                                                                    2004      2003
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 496        $ 145
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    2,808       2,029
   Amortization of loan costs, lease commissions and
    mortgage premiums                                               (121)        (30)
   Casualty loss (gain)                                               26         (25)
   Equity in income of investment                                    (75)       (350)
   Gain on sale of discontinued operations                        (1,716)         --
   Loss on early extinguishment of debt                            1,161          --
   Gain on foreclosure of real estate                               (156)         --
   Change in accounts:
      Receivables and deposits                                      (373)        158
      Other assets                                                  (738)       (684)
      Accounts payable                                                17          88
      Tenant security deposit liabilities                            (73)         (1)
      Accrued property taxes                                         (72)        (57)
      Other liabilities                                             (159)       (484)
      Due to affiliates                                               94          --
       Net cash provided by operating activities                   1,119         789
Cash flows from investing activities:
  Net proceeds from sale of discontinued operations               12,589          --
  Net receipts from (deposits to) restricted escrows                 106         (36)
  Property improvements and replacements                          (1,461)       (737)
  Insurance proceeds received                                         42          73
  Receipts on Master Loan                                            156          15
  Distributions from affiliated partnerships                          --         258
       Net cash provided by (used in) investing activities        11,432        (427)
Cash flows from financing activities:
  Distributions to partners                                       (1,817)     (2,343)
  Payments on mortgage notes payable                                (854)       (554)
  Repayment of mortgage note payable                              (7,099)         --
  Prepayment penalties                                            (1,527)         --
  Lease commissions, paid                                             (6)        (38)
  Advances from general partner                                       --          32
  Repayment of advances from general partner                          --         (32)
       Net cash used in financing activities                     (11,303)     (2,935)
Net increase (decrease) in cash and cash equivalents               1,248      (2,573)
Cash and cash equivalents at beginning of period                   2,417       3,175
Cash and cash equivalents at end of period                      $ 3,665       $ 602
Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,676      $ 2,040
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                       $ 222        $ --
  Insurance proceeds in accounts receivable                       $ 11        $ --


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (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-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is ultimately  owned by Apartment  Investment  and  Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating results for the three and six
month periods ended June 30, 2004 are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2004.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in the Partnership's  Annual Report on Form 10-K for the fiscal
year ended December 31, 2003.

As a result  of the  sales of  Silverado  Apartments  and  Tates  Creek  Village
Apartments  to third  parties  during the six months  ended June 30, 2004 and in
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying  consolidated statements of operations for the three and six months
ended June 30,  2003 have been  restated  as of  January 1, 2003 to reflect  the
operations of Silverado  Apartments and Tates Creek Village Apartments as income
from discontinued  operations of approximately $36,000 and $68,000 for the three
and six  months  ended  June  30,  2003,  respectively,  including  revenues  of
approximately $691,000 and $1,365,000, respectively.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers. (See "Note F" for detailed disclosure of the Partnership's segments).

Note B - Net Investment in Master Loan

The Partnership was initially  formed for the benefit of its limited partners to
lend funds to  Consolidated  Capital  Equity  Partners  ("CCEP"),  a  California
general partnership.  The general partner of CCEP is an affiliate of the General
Partner. The Partnership loaned funds to CCEP subject to a nonrecourse note with
a participation  interest (the "Master  Loan").  The loans were made to, and the
real properties that secured the Master Loan were purchased and owned by, CCEP.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating with CCEP with respect to its options which included  foreclosing on
the properties  which  collateralized  the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collateralized  the  Master  Loan.  The  General  Partner  began the  process of
foreclosure  or executing  deeds in lieu of  foreclosure  during 2002 on all the
properties in CCEP.  During August 2002, the General  Partner  executed deeds in
lieu of foreclosure on four of the active  properties of CCEP. In addition,  one
of the  properties  held by CCEP was sold in December 2002. On November 10, 2003
the  Partnership  acquired the remaining four  properties held by CCEP through a
foreclosure sale. As the deeds were executed, title in the properties previously
owned by CCEP was transferred to the Partnership,  subject to the existing liens
on such properties,  including the first mortgage loans. As a result, during the
years ended December 2003 and 2002, the Partnership  assumed  responsibility for
the  operations  of such  properties.  The  results  of  operations  of the four
properties foreclosed on in 2002 are reflected in the accompanying  consolidated
statements  of  operations  for the three and six months ended June 30, 2004 and
2003.  The  results  of  operations  for the four  properties  foreclosed  on in
November 2003 are included in the three and six months ended June 30, 2004.

Prior to the  acquisition  of the four  remaining  properties  held by CCEP at a
foreclosure  sale in 2003,  the principal  balance of the Master Loan due to the
Partnership totaled approximately  $14,144,000 at December 31, 2002. This amount
represented  the fair market value of the remaining  properties  held by CCEP at
December 31, 2002,  less the net liabilities  owed by the properties.  Interest,
calculated on the accrual basis, due to the Partnership pursuant to the terms of
the Master Loan  Agreement,  but not recognized in the income  statements due to
the impairment of the loan,  totaled  approximately  $881,000 for the six months
ended  June 30,  2003.  Interest  income  was  recognized  on the cash  basis as
required by SFAS 114.

During  the  six  months  ended  June  30,  2004,   the   Partnership   received
approximately $156,000 from CCEP as the final payment on the Master Loan. During
the six months  ended June 30,  2003,  the  Partnership  received  approximately
$15,000 from escrows  released by the mortgage  lender of Society Park which was
sold during 2002 as principal payments on the Master Loan from CCEP. No advances
were made by the  Partnership  to CCEP on the Master  Loan during the six months
ended June 30, 2003 or 2004.

Note C - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the Partnership.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Partnership's  properties for providing property  management  services.
The Partnership paid to such affiliates  approximately $634,000 and $453,000 for
the six months ended June 30, 2004 and 2003, respectively,  which is included in
operating expenses and (loss) income from discontinued operations.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $465,000 and $248,000 for the
six months  ended June 30,  2004 and 2003,  respectively  which is  included  in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the General  Partner of  approximately  $88,000 and $23,000 for the
six  months  ended  June  30,  2004 and  2003,  respectively.  The  construction
management  fees are calculated  based on a percentage of current year additions
to investment properties.

In connection with the sale of Silverado Apartments on March 31, 2004 (see "Note
E"), the General Partner earned a disposition fee of approximately $333,000. The
fee is included in gain on sale of  discontinued  operations and was paid during
the six months ended June 30, 2004. In  connection  with the sale of Tates Creek
Village Apartments on June 28, 2004 the General Partner earned a disposition fee
of approximately  $349,000.  The fee is included in gain on sale of discontinued
operations and due to affiliates.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner. During the six months ended June 30, 2004 and 2003, the Partnership was
charged  by  AIMCO  and its  affiliates  approximately  $190,000  and  $212,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

Note D - Investment in Affiliated Partnerships

<TABLE>
<CAPTION>

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage      June 30, 2004
                                                                     (in thousands)
Consolidated Capital            Non-controlling
<S>                                                    <C>                <C>
  Growth Fund                    General Partner       0.40%              $ 13
Consolidated Capital            Non-controlling
  Properties III                 General Partner       1.85%                 27
Consolidated Capital            Non-controlling
  Properties IV                  General Partner       1.85%              1,027
                                                                          $1,067
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP  (see  "Note  B") and  are  accounted  for on the  equity  method  of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of  operations.  During the six  months  ended June 30,  2004,  the  Partnership
recognized  approximately  $75,000 in equity in income from investment primarily
related to the sale of a property in Consolidated  Capital  Properties IV. There
was no distribution  associated with this sale. During the six months ended June
30, 2003, the Partnership received  approximately $258,000 in distributions from
two of the investments.  Approximately  $243,000 of the distribution  related to
the sale of a property in  Consolidated  Capital  Growth  Fund.  Of this amount,
approximately  $236,000 was recognized as equity in income from  investment once
the investment  balance allocated to that property had been reduced to zero. The
Partnership  also recognized  equity in income from investment of  approximately
$114,000  related to the sale of a property in Consolidated  Capital  Properties
IV. There was no distribution associated with this sale.

Note E - Sale of Investment Property

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas, to a third party for  $6,650,000.  After payment of closing costs,
the  net  sales  proceeds   received  by  the  Partnership  were   approximately
$6,169,000. The Partnership used a portion of the proceeds to repay the mortgage
encumbering  the property of  approximately  $3,248,000.  The sale resulted in a
gain on sale of investment  property of approximately  $1,510,000 during the six
months ended June 30,  2004.  In addition,  the  Partnership  recorded a loss on
early extinguishment of debt of approximately $685,000 as a result of prepayment
penalties paid  partially  offset by the write off of the  unamortized  mortgage
premium which is included in loss from discontinued operations.  Pursuant to the
Partnership  Agreement and in  conjunction  with the sale, a disposition  fee of
approximately  $333,000 was earned by and paid to the General Partner during the
six months  ended June 30,  2004.  Included in (loss)  income from  discontinued
operations  for the three months ended June 30, 2004 and 2003 are results of the
property's  operations of  approximately  $(23,000)  and $11,000,  respectively,
including revenues of approximately $1,000 and $347,000, respectively.  Included
in (loss) income from discontinued  operations for the six months ended June 30,
2004  and  2003  are  results  of the  property's  operations  of  approximately
$(672,000)  and  $35,000,  respectively,  including  revenues  of  approximately
$339,000 and $688,000, respectively.

On June 28, 2004, the Partnership sold Tates Creek Village  Apartments,  located
in  Lexington,  Kentucky,  to a third party for  $6,980,000.  After  payment and
accrual of closing  costs,  the net sales proceeds  received by the  Partnership
were approximately $6,420,000. The Partnership used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $3,851,000.  The
sale resulted in a gain on sale of investment property of approximately $206,000
during the six months ended June 30, 2004. In addition, the Partnership recorded
a loss on early extinguishment of debt of approximately  $476,000 as a result of
prepayment  penalties paid, partially offset by the write off of the unamortized
mortgage  premium  which  is  included  in loss  from  discontinued  operations.
Pursuant  to the  Partnership  Agreement  and in  conjunction  with the sale,  a
disposition  fee of  approximately  $349,000  was earned by the General  Partner
which  was  accrued  and is  included  in due to  affiliates.  The fee was  paid
subsequent  to June 30,  2004.  Included  in  (loss)  income  from  discontinued
operations  for the three months ended June 30, 2004 and 2003 are results of the
property's  operations of  approximately  $(426,000) and $25,000,  respectively,
including  revenues  of  approximately  $345,000  and  $344,000,   respectively.
Included in (loss) income from discontinued  operations for the six months ended
June 30, 2004 and 2003 are results of the property's operations of approximately
$(428,000)  and  $33,000,  respectively,  including  revenues  of  approximately
$704,000 and $677,000, respectively.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its revenues:  The  Partnership  has two  reportable  segments:
residential  properties  and commercial  property.  The  Partnership's  property
segments  consist  of seven  apartment  complexes  one  each in North  Carolina,
Colorado and Kansas, four in Florida and one multiple use facility consisting of
apartment units and commercial  space in  Pennsylvania.  The  Partnership  rents
apartment units to tenants for terms that are typically less than twelve months.
The commercial property leases space to various medical offices,  career service
facilities, and retail shops at terms ranging from month to month to six years.

Measurement of segment profit and loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segments  are the same as those  described  in the  summary  of
significant accounting policies.

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's  reportable  segments are business units  (investment  properties)
that offer  different  products and services.  The reportable  segments are each
managed  separately  because they provide distinct services with different types
of products and customers.

Segment information for the three and six months ended June 30, 2004 and 2003 is
shown  in  the  tables  below  (in  thousands).   The  "Other"  Column  includes
partnership administration related items and income and expense not allocated to
reportable segments.

<TABLE>
<CAPTION>

      For the three months ended
            June 30, 2004              Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 4,935       $ 367       $ --     $ 5,302
Other income                                 534           21         1         556
Casualty loss                                (26)          --        --         (26)
Equity in income of investment                --           --        17          17
Interest expense                           1,109           55         4       1,168
Depreciation                               1,246           72        --       1,318
General and administrative expenses           --           --       222         222
Gain on sale of investment                   283           --        --         283
Loss from discontinued operations           (449)          --        --        (449)
Gain on foreclosure of real estate           156           --        --         156
Segment profit (loss)                         35         (133)     (208)       (306)
</TABLE>

<TABLE>
<CAPTION>

      For the six months ended
            June 30, 2004              Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 9,946       $ 711       $ --     $10,657
Other income                                 996           52          2      1,050
Casualty loss                                (26)          --         --        (26)
Equity in income of investment                --           --         75         75
Interest expense                           2,193          111          4      2,308
Depreciation                               2,540          131         --      2,671
General and administrative expense            --           --        485        485
Gain on sale of investment                 1,716           --         --      1,716
Loss from discontinued operations         (1,100)          --         --     (1,100)
Gain on foreclosure of real estate           156           --         --        156
Segment profit (loss)                      1,247         (339)      (412)       496
Total assets                              90,438        1,620      3,676     95,734
Capital expenditures                       1,117          566         --      1,683
</TABLE>


<TABLE>
<CAPTION>

     For the three months ended
            June 30, 2003              Residential  Commercial    Other      Totals
             (restated)
<S>                                      <C>           <C>         <C>       <C>
Rental income                            $ 3,223       $ 243       $ --      $ 3,466
Other income                                 270           29         --         299
Casualty gain                                 25           --         --          25
Income from discontinued
  operations                                  36           --         --          36
Interest expense                             729           56         --         785
Depreciation                                 874           42         --         916
General and administrative expense            --           --        269         269
Segment profit (loss)                        391         (154)      (269)        (32)

      For the six months ended
            June 30, 2003              Residential  Commercial    Other     Totals
             (restated)
Rental income                            $ 6,391       $ 501       $ --     $ 6,892
Other income                                 515           56         --        571
Casualty gain                                 25           --         --         25
Equity in income of investment                --           --        350        350
Income from discontinued
  operations                                  68           --         --         68
Interest expense                           1,452          112         --      1,564
Depreciation                               1,758           84         --      1,842
General and administrative expense            --           --        527        527
Segment profit (loss)                        628         (306)      (177)       145
Total assets                              63,855          881     15,318     80,054
Capital expenditures                         682           55         --        737
</TABLE>

Note G - Casualty (Loss) Gain

During  the six  months  ended  June 30,  2004,  there  was a  casualty  loss of
approximately $26,000 recorded at Regency Oaks Apartments related to a fire that
damaged four  apartment  units.  The loss was the result of the write off of net
fixed assets of approximately  $79,000, net of the receipt of insurance proceeds
of approximately $42,000 and a receivable for an additional $11,000 of insurance
proceeds.

During  the six  months  ended  June 30,  2003,  there  was a  casualty  gain of
approximately  $25,000  recorded at The Sterling  Apartment  Homes related to an
electrical fire that damaged two units.  This gain was the result of the receipt
of  insurance  proceeds of  approximately  $73,000,  net of the write off of net
fixed assets of approximately $48,000.

Note H - Subsequent Distribution

Subsequent to June 30, 2004, the Partnership declared and paid a distribution to
the  limited  partners of  approximately  $2,315,000  (approximately  $11.63 per
limited partnership unit).  Approximately  $2,276,000  (approximately $11.43 per
limited  partnership unit) related to the sale of Tates Creek Village Apartments
on June 28, 2004 and the sale of Silverado  Apartments  on March 31,  2004,  and
approximately  $39,000,  (approximately  $0.20  per  limited  partnership  unit)
related to operations.

Note I - 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 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 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 (the "Heller  action") was filed against the same  defendants that are
named in the Nuanes action,  captioned Heller v. Insignia Financial Group. 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 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the  partnership  interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners  with the  independent  appraisals  at the time of these  tenders.  The
proposed  settlement  also provided for the  limitation  of the allowable  costs
which the General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

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  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement and the judgment thereto. Plaintiffs have also filed a
brief in support of the settlement.  On June 4, 2004,  Objector filed a reply to
the briefs submitted by the General Partner and Plaintiffs.  No hearing has been
scheduled in the matter.

The  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.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  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. On March 5, 2004  Plaintiffs  filed an
amended complaint also naming NHP Management Company, which is also an affiliate
of the General Partner. The complaint is styled as 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. failed to compensate  maintenance  workers for time that they were required
to be "on-call".  Additionally,  the complaint  alleges  AIMCO  Properties  L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while  "on-call".  The defendants have filed
an answer to the amended  complaint  denying the substantive  allegations.  Some
discovery has taken place and  settlement  negotiations  continue.  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 financial
condition  or results of  operations  taken as a whole.  Similarly,  the General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the Partnership's  financial  condition or results of operations taken
as a whole.

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.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities and Exchange  Commission is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the 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 taken as a whole.

<PAGE>

ITEM 2.     Management's  Discussion  and Analysis Of Financial  Condition and
            Results of Operations

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  consist  of  eight  properties.  The
Sterling is a multiple-use  facility which consists of an apartment  complex and
commercial  space.  The following table sets forth the average  occupancy of the
properties for the six months ended June 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      The Loft Apartments (3)                       83%        80%
        Raleigh, North Carolina
      The Sterling Apartment Homes                  94%        92%
      The Sterling Commerce Center (1)              78%        55%
        Philadelphia, Pennsylvania
      The Knolls Apartments (2)                     79%        83%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (2)           86%        91%
         Overland Park, Kansas
      Plantation Gardens Apartments (2)             88%        92%
         Plantation, Florida
      Palm Lake Apartments                          93%        92%
         Tampa, Florida
      The Dunes Apartments (3)                      94%        90%
         Indian Harbor, Florida
      Regency Oaks Apartments                       93%        95%
         Fern Park, Florida

(1)   The General  Partner  attributes the low occupancy in 2003 at The Sterling
      Commerce  Center  to the loss of a major  tenant  in late  December  2001.
      During  the  fourth  quarter  of 2003,  a new  tenant  signed a lease  and
      occupied a large portion of the vacant space.

(2)   The General  Partner  attributes  the decrease in occupancy at The Knolls,
      Indian Creek Village and Plantation  Gardens Apartments to the competitive
      market of the apartment industry in the properties' locations.

(3)   The General  Partner  attributes  the  increase in  occupancy  at The Loft
      Apartments and The Dunes  Apartments to an increase in marketing  outreach
      and promotions.

The  Partnership's  financial  results  are  dependent  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 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 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 General Partner may use rental  concessions and
rental rate reductions to offset softening market conditions, accordingly, there
is no  guarantee  that the General  Partner will be able to sustain such a plan.
Further,  a number of factors  which are outside the control of the  Partnership
such as the local  economic  climate  and weather can  adversely  or  positively
impact the Partnership's financial results.

Results of Operations

The  Partnership's net (loss) income for the three and six months ended June 30,
2004 was approximately  ($306,000) and $496,000 compared to net (loss) income of
approximately  ($32,000) and $145,000 for the corresponding periods in 2003. The
increase in net loss for the three months ended June 30, 2004 as compared to the
three months ended June 30, 2003 is due to the loss from  continuing  operations
partially  offset  by an  increase  in equity in  income  from  investment.  The
increase in net income for the six months  ended June 30, 2004 is largely due to
the sale of  Silverado  and Tates Creek  Apartments  during the six months ended
June 30, 2004.

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas, to a third party for  $6,650,000.  After payment of closing costs,
the  net  sales  proceeds   received  by  the  Partnership  were   approximately
$6,169,000. The Partnership used a portion of the proceeds to repay the mortgage
encumbering  the property of  approximately  $3,248,000.  The sale resulted in a
gain on sale of investment  property of approximately  $1,510,000 during the six
months ended June 30,  2004.  In addition,  the  Partnership  recorded a loss on
early extinguishment of debt of approximately $685,000 as a result of prepayment
penalties paid  partially  offset by the write off of the  unamortized  mortgage
premium which is included in loss from discontinued operations.  Pursuant to the
Partnership  Agreement and in  conjunction  with the sale, a disposition  fee of
approximately  $333,000 was earned by and paid to the General Partner during the
six months ended June 30, 2004.

On June 28, 2004, the Partnership sold Tates Creek Village  Apartments,  located
in  Lexington,  Kentucky,  to a third party for  $6,980,000.  After  payment and
accrual of closing  costs,  the net sales proceeds  received by the  Partnership
were approximately $6,420,000. The Partnership used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $3,851,000.  The
sale resulted in a gain on sale of investment property of approximately $206,000
during the six months ended June 30, 2004. In addition, the Partnership recorded
a loss on early extinguishment of debt of approximately  $476,000 as a result of
prepayment  penalties paid partially  offset by the write off of the unamortized
mortgage  premium  which  is  included  in loss  from  discontinued  operations.
Pursuant  to the  Partnership  Agreement  and in  conjunction  with the sale,  a
disposition  fee of  approximately  $349,000  was earned by the General  Partner
which  was  accrued  and is  included  in due to  affiliates.  The fee was  paid
subsequent to June 30, 2004.

As a result  of the  sales of  Silverado  Apartments  and  Tates  Creek  Village
Apartments  to third  parties  during the six months  ended June 30, 2004 and in
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying  consolidated statements of operations for the three and six months
ended June 30,  2003 have been  restated  as of  January 1, 2003 to reflect  the
operations of Silverado  Apartments and Tates Creek Village Apartments as income
from discontinued  operations of approximately  $68,000 for the six months ended
June 30, 2003,  including  revenues of approximately  $1,365,000.  For the three
months ended June 30, 2003 income from discontinued operations was approximately
$36,000, including revenues of approximately $691,000.

The increase in equity in income from investment for the three months ended June
30, 2004 is due to the recognition of the  Partnership's  share of distributions
received and recognized as earnings from  affiliated  partnerships  in excess of
investment  balance during the three months ended June 30, 2004. The Partnership
assumed  investments in three affiliated  partnerships during the foreclosure of
investment  properties  from CCEP as  discussed  below.  These  investments  are
accounted  for on the  equity  method  of  accounting.  Distributions  from  the
affiliated  partnerships  are  accounted  for as a reduction  of the  investment
balance until the  investment  balance is reduced to zero.  When the  investment
balance  has  been  reduced  to  zero,  subsequent  distributions  received  are
recognized as income in the  accompanying  statements of operations.  During the
six months ended June 30, 2004, the Partnership recognized approximately $75,000
in equity in income from investment  primarily related to the sale of a property
in Consolidated Capital Properties IV. There was no distribution associated with
this sale.  During the six months ended June 30, 2003, the Partnership  received
approximately   $258,000  in   distributions   from  two  of  the   investments.
Approximately  $243,000 of the distribution related to the sale of a property in
Consolidated  Capital  Growth Fund. Of this amount,  approximately  $236,000 was
recognized  as equity in income  from  investment  once the  investment  balance
allocated  to that  property  had been  reduced to zero.  The  Partnership  also
recognized equity in income from investment of approximately $114,000 related to
the sale of a property  in  Consolidated  Capital  Properties  IV.  There was no
distribution associated with this sale.

The Partnership  recognized a loss from continuing  operations for the three and
six months ended June 30, 2004 of approximately  $313,000 and $351,000  compared
to approximately $68,000 and $273,000 for the corresponding periods in 2003. The
increase in loss from  continuing  operations for the three and six months ended
June 30, 2004, is due to an increase in total  expenses  partially  offset by an
increase in total revenues. The increase in total expenses and total revenues is
largely  due to  the  acquisition  at a  foreclosure  sale  of  four  properties
(Plantation  Gardens,  Palm Lake, The Dunes and Regency Oaks Apartments)  during
November 2003.  These  properties were sold at a foreclosure  sale due to CCEP's
inability to repay the Master Loan and accrued interest. The Master Loan matured
in November  2000.  The  General  Partner  had been  negotiating  with CCEP with
respect to its  options  which  included  foreclosing  on the  properties  which
collateralized  the Master Loan or extending  the terms of the Master Loan.  The
General Partner decided to foreclose on the properties that  collateralized  the
Master Loan.  The General  Partner began the process of foreclosure or executing
deeds in lieu of  foreclosure  during 2002 on all the  properties  in CCEP.  The
foreclosure  process on the above  four  properties  held by CCEP was  completed
during the  fourth  quarter of 2003.  As the deeds were  executed,  title in the
properties previously owned by CCEP were transferred to the Partnership, subject
to the existing liens on such properties, including the first mortgage loans. As
a result,  the  Partnership  assumed  responsibility  for the operations of such
properties during the fourth quarter of 2003. During the three months ended June
30, 2004 the  Partnership  recognized  a gain on  foreclosure  of real estate of
approximately  $156,000. The gain on the foreclosure was primarily the result of
CCEP's remaining funds being sent to the  Partnership.  The remaining funds were
primarily a refund of reimbursement of accountable  administrative expenses from
an affiliate of the General Partner.

For the three and six months ended June 30, 2004, the four properties foreclosed
in 2003 had income of approximately  $54,000 and $185,000,  respectively,  which
includes  revenues of  approximately  $2,042,000 and  $4,114,000,  respectively.
Exclusive of the items related to the operations of the properties foreclosed in
2003,  the  Partnership  recognized  a  net  loss  from  continuing  operations,
including equity in income from  investment,  for the three and six months ended
June 30, 2004 of approximately $342,000 and $462,000 compared to a net loss from
continuing  operations of approximately  $68,000 for the three months ended June
30, 2003 and net income of $77,000 for the six months ended June 30,  2003.  The
increase in net loss from continuing  operations for the three months ended June
30, 2004 as compared to the three months ended June 30, 2003 is primarily due to
an increase in total  expenses  and a slight  decrease  in total  revenues.  The
decrease in net income from continuing  operations for the six months ended June
30, 2004 as compared to the six months ended June 30, 2003 is primarily due to a
decrease in equity in income from  investment and an increase in total expenses,
partially offset by an increase in total revenues.

Total expenses, exclusive of the properties foreclosed in 2003, increased during
the six months ended June 30, 2004  primarily  due to increases in operating and
property tax expenses  partially  offset by decreases in interest,  depreciation
and general and administrative  expenses. Total expenses increased for the three
months  ended June 30, 2004 due to an increase in operating  expenses  partially
offset by  decreases  in  interest  and  general  and  administrative  expenses.
Operating expenses increased during the three and six months ended June 30, 2004
primarily due to an increase in property  expenses.  Property expenses increased
primarily  due to an  increase  in utility  expenses  at The  Sterling  Commerce
Center,  The Sterling  Apartment Homes,  The Knolls  Apartments and Indian Creek
Apartments,  an increase in salaries  and other  related  benefits at The Knolls
Apartments partially offset by a decrease in salaries and other related benefits
at The Sterling  Apartment Homes.  Property tax expense increased during the six
months ended June 30, 2004 primarily due to the timing of the receipt of the tax
bills at Indian Creek  Village  Apartments.  Interest  expense  decreased due to
principal  payments made on the mortgage  notes  encumbering  the  Partnership's
properties.  Depreciation expense decreased during the six months ended June 30,
2004  primarily  due to  assets  becoming  fully  depreciated  at  The  Sterling
Apartment Homes.

General  and  administrative  expenses  decreased  for the three and six  months
periods ended June 30, 2004 and 2003  primarily due to the timing of the payment
of a  business  privilege  tax paid to the city of  Philadelphia  during the six
months  ended  June  30,  2003  and  reduced  legal  fees  associated  with  the
foreclosures  of the  properties  held by CCEP during 2003  partially  offset by
increases in the costs of services included in the management  reimbursements to
the General Partner as allowed under the Partnership Agreement. Also included in
general and  administrative  expenses for the three and six month  periods ended
June 30,  2004 and 2003 are  costs  associated  with the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

The increase in total revenues,  exclusive of the properties foreclosed in 2003,
during the six months  ended June 30, 2004 as  compared to the six months  ended
June 30, 2003 is primarily due to an increase in rental income  partially offset
by a casualty gain at The Sterling  Apartment  Homes during the six months ended
June 30, 2003.  Rental income increased  primarily due to increases in occupancy
at The Sterling Apartment Homes and Commerce Center, and The Loft Apartments, an
increase in rental rates at The Sterling  Apartment Homes, and a decrease in bad
debt expense at The Sterling Commerce Center and Indian Creek Village Apartments
partially offset by a decrease in rental rates at The Sterling  Commerce Center,
Indian  Creek  Village,  The Loft and The Knolls  Apartments  and a decrease  in
occupancy at Indian Creek Village, and The Knolls Apartments.

During  the six  months  ended  June 30,  2004,  there  was a  casualty  loss of
approximately $26,000 recorded at Regency Oaks Apartments related to a fire that
damaged four  apartment  units.  The loss was the result of the write off of net
fixed assets of approximately  $79,000, net of the receipt of insurance proceeds
of approximately $42,000 and a receivable for an additional $11,000 of insurance
proceeds.

<PAGE>
During  the six  months  ended  June 30,  2003,  there  was a  casualty  gain of
approximately  $25,000  recorded at The Sterling  Apartment  Homes related to an
electrical fire that damaged two units.  This gain was the result of the receipt
of  insurance  proceeds of  approximately  $73,000,  net of the write off of net
fixed assets of approximately $48,000.

Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$3,665,000  compared to  approximately  $602,000 at June 30, 2003. Cash and cash
equivalents  increased  approximately  $1,248,000 since December 31, 2003 due to
approximately  $11,432,000  and  $1,119,000  of cash  provided by investing  and
operating   activities,   respectively,   partially   offset  by   approximately
$11,303,000  of cash used in financing  activities.  Cash  provided by investing
activities  consisted  of proceeds  from the sale of  Silverado  and Tates Creek
Village Apartments, insurance proceeds received, receipts on the Master Loan and
withdrawals from escrow accounts  maintained by the mortgage lenders,  partially
offset  by  property  improvements  and  replacements.  Cash  used in  financing
activities consisted of principal payments made on the mortgages encumbering the
Partnership's properties, repayment of the mortgage notes payable as a result of
the sale of Silverado and Tates Creek Village Apartments,  prepayment  penalties
paid,  distributions  to partners and lease  commissions  paid. 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 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,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

The Loft Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $60,000 of capital improvements at The Loft Apartments, consisting
primarily of floor covering  replacements and fitness equipment upgrades.  These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $41,000 in capital  improvements  during the remainder
of 2004.  Additional  improvements  may be  considered  and will  depend  on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The Sterling Apartment Homes and Commerce Center

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $898,000 of capital  improvements at The Sterling Apartment Homes
and Commerce Center, consisting primarily of tenant improvements, floor covering
replacements,  interior decorating and heating upgrades. These improvements were
funded  from  operating  cash flow and  replacement  reserves.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently expects to complete an additional  $2,263,000 in capital  improvements
during the remainder of 2004. Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.


<PAGE>



The Knolls Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $132,000  of  capital  improvements  at  The  Knolls  Apartments
consisting  primarily of floor  covering and appliance  replacements,  and other
building improvements.  These improvements were funded from operating cash flow.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to  complete an  additional  $12,000 in capital
improvements  during  the  remainder  of 2004.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Indian Creek Village Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $90,000 of capital improvements at Indian Creek Village Apartments
consisting primarily of floor covering replacements and parking lot resurfacing.
These  improvements  were  funded  from  operating  cash flow.  The  Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete  an  additional  $61,000 in capital  improvements
during the remainder of 2004. Additional improvements may be considered and will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Plantation Gardens Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $93,000 of capital  improvements at Plantation Gardens Apartments
consisting  primarily of floor covering and appliance  replacements  and parking
area resurfacing.  These  improvements were funded from operating cash flow. The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $112,000  in capital
improvements  during  the  remainder  of 2004.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Palm Lake Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $77,000 of capital improvements at Palm Lake Apartments consisting
primarily  of roof  replacement,  structural  improvements  and  floor  covering
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $214,000  in capital
improvements  during  the  remainder  of 2004.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

The Dunes Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $59,000 of capital improvements at The Dunes Apartments consisting
primarily of floor covering  replacements.  These  improvements were funded from
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$51,000  in  capital  improvements  during  the  remainder  of 2004.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Regency Oaks Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $238,000  of  capital  improvements  at Regency  Oaks  Apartments
consisting  primarily of floor  covering,  air  conditioning  unit and appliance
replacements,  structural improvements and reconstruction of damages caused by a
fire at the property.  These  improvements  were funded from operating cash flow
and insurance proceeds.  The Partnership evaluates the capital improvement needs
of the property during the year and currently  expects to complete an additional
$290,000  in capital  improvements  during  the  remainder  of 2004.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Silverado Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $8,000 of capital improvements at Silverado Apartments, consisting
primarily of floor covering  replacements.  These  improvements were funded from
operating cash flow. The property was sold to a third party on March 31, 2004.

Tates Creek Village Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $28,000 of capital improvements at Tates Creek Village Apartments
consisting  primarily of floor covering  replacements.  These  improvements were
funded from  operating cash flow. The property was sold to a third party on June
28, 2004.

The additional capital improvements at the Partnership's properties will be made
only to the extent of cash available from operations and  Partnership  reserves.
To the  extent  that such  budgeted  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 sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$66,669,000  requires  monthly  payments of  principal  and interest and balloon
payments of approximately  $3,903,000,  $19,975,000 and $31,040,000 during 2005,
2008 and 2010, respectively.  The General Partner will attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2004         Unit        June 30, 2003         Unit
<S>                    <C>              <C>              <C>               <C>
Operations             $   --           $   --           $  712            $ 3.55
Sale (1)                   --               --            1,631              8.19
Sale (2)                1,817             9.13               --                --
                       $1,817           $ 9.13           $2,343            $11.74
</TABLE>

(1)   From the sale of Society Park  Apartments  owned by CCEP and received as a
      principal payment on the Master Loan.

(2)   From the sale of Silverado Apartments

Subsequent to June 30, 2004, the Partnership declared and paid a distribution to
the  limited  partners of  approximately  $2,315,000  (approximately  $11.63 per
limited partnership unit).  Approximately  $2,276,000  (approximately $11.43 per
limited  partnership unit) related to the sale of Tates Creek Village Apartments
on June 28,  2004 and the sale of  Silverado  Apartments  on March 31,  2004 and
approximately  $39,000,  (approximately  $0.20  per  limited  partnership  unit)
related to operations.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. 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,  refinancings, and/or property sales. There can be no assurance that
the Partnership will generate  sufficient  funds from operations,  after planned
capital  improvement  expenditures,  to  permit  further  distributions  to  its
partners during the remainder of 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 138,183.20 limited partnership units
(the "Units") in the Partnership representing 69.42% of the outstanding Units at
June 30, 2004. 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 would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the General  Partner.  As a result of its  ownership  of 69.42% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO, 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

Investment properties are recorded at cost less accumulated depreciation, unless
considered  impaired.  The investment  properties  foreclosed  upon in the third
quarter of 2002 and fourth quarter of 2003 were recorded at fair market value at
the time of the  foreclosure.  If  events  or  circumstances  indicate  that the
carrying  amount of a 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 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.
Rental income  attributable to leases is recognized monthly as it is earned. 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.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

The Partnership  leases certain  commercial space to tenants under various lease
terms.  The leases are accounted for as operating leases in accordance with SFAS
No. 13,  "Accounting  for  Leases".  Some of the leases  contain  stated  rental
increases during their term. For leases with fixed rental  increases,  rents are
recognized on a straight-line  basis over the terms of the leases. For all other
leases, minimum rents are recognized over the terms of the leases.


<PAGE>



Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on interest  rates at June 30, 2004,  a 100 point  increase or decrease in
market interest rates would not have a material impact on the Partnership.

The following table  summarizes the  Partnership's  debt obligations at June 30,
2004. The interest rates represent the weighted-average rates. The fair value of
the debt obligations approximated the recorded value as of June 30, 2004.

                         Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                            Long-term        Average Interest
                               Debt             Rate 8.06%
                                              (in thousands)

                               2004            $    777
                               2005               5,604
                               2006               1,750
                               2007               1,887
                               2008              21,900
                            Thereafter           32,984
                              Total            $ 64,902

ITEM 4.     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 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 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 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 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 (the "Heller  action") was filed against the same  defendants that are
named in the Nuanes action,  captioned Heller v. Insignia Financial Group. 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 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the  partnership  interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners  with the  independent  appraisals  at the time of these  tenders.  The
proposed  settlement  also provided for the  limitation  of the allowable  costs
which the General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

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  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.

On January 28, 2004,  Objector filed his opening brief in his pending appeal. On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement and the judgment thereto. Plaintiffs have also filed a
brief in support of the settlement.  On June 4, 2004,  Objector filed a reply to
the briefs submitted by the General Partner and Plaintiffs.  No hearing has been
scheduled in the matter.

The  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.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  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. On March 5, 2004  Plaintiffs  filed an
amended complaint also naming NHP Management Company, which is also an affiliate
of the General Partner. The complaint is styled as 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. failed to compensate  maintenance  workers for time that they were required
to be "on-call".  Additionally,  the complaint  alleges  AIMCO  Properties  L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while  "on-call".  The defendants have filed
an answer to the amended  complaint  denying the substantive  allegations.  Some
discovery has taken place and  settlement  negotiations  continue.  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 financial
condition  or results of  operations  taken as a whole.  Similarly,  the General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the Partnership's  financial  condition or results of operations taken
as a whole.



<PAGE>



ITEM 6.     Exhibits and Reports on Form 8-K

            a) Exhibits:

                  See Exhibit Index Attached.

            b)    Reports on Form 8-K filed  during the  quarter  ended June 30,
                  2004:

                  None.


<PAGE>



                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


                                 By:      CONCAP EQUITIES, INC.
                                          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 16, 2004


<PAGE>


                                  EXHIBIT INDEX



S-K Reference                       Document Description

      3           Certificates  of  Limited  Partnership,  as amended to date.
                  (Incorporated  by  reference  to the  Annual  Report on Form
                  10-K for the year ended  December  31,  1991  ("1991  Annual
                  Report")).

      10.1        Amended Loan Agreement dated November 15, 1990 (the "Effective
                  Date"), by and between the Partnership and EP (Incorporated by
                  reference to the Annual Report of Form 10-K for the year ended
                  December 31, 1990 ("1990 Annual Report")).

      10.2        Assumption  Agreement as of the Effective Date, by and between
                  EP and CCEP  (Incorporated  by  reference  to the 1990  Annual
                  Report).

      10.3        Assignment of Claims as of the Effective  Date, by and between
                  the Partnership and EP  (Incorporated by reference to the 1990
                  Annual Report).

      10.5        Bill of Sale and  Assignment  dated  October 23, 1990,  by and
                  between  CCEP and ConCap  Services  Company  (Incorporated  by
                  reference to the Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1990).

      10.20       Mortgage and Security  Agreement  between Kennedy  Boulevard
                  Associates  I, L.P.,  and Lehman  Brothers  Holdings,  Inc.,
                  dated August 25, 1998,  securing The Sterling Apartment Home
                  and  Commerce  Center  filed in Form  10-Q  for the  quarter
                  ended September 30, 1998.

      10.21       Repair   Escrow   Agreement    between   Kennedy   Boulevard
                  Associates  I, L.P.,  and Lehman  Brothers  Holdings,  Inc.,
                  dated August 25, 1998,  securing The Sterling Apartment Home
                  and  Commerce  Center  filed in Form  10-Q  for the  quarter
                  ended September 30, 1998.

      10.22       Replacement  Reserve and Security  Agreement between Kennedy
                  Boulevard  Associates I, L.P., and Lehman Brothers Holdings,
                  Inc.,   dated  August  25,   1998,   securing  The  Sterling
                  Apartment  Home and  Commerce  Center filed in Form 10-Q for
                  the quarter ended September 30, 1998.

      10.23       Third Amendment to the Limited Partnership  Agreement filed as
                  Exhibit 10.23 to the  Registrant's  Annual Report on Form 10-K
                  for the year ended December 31, 2001 and  incorporated  herein
                  by reference.

      10.24       Fourth Amendment to the Limited Partnership Agreement filed as
                  Exhibit 10.24 to the  Registrant's  Annual Report on Form 10-K
                  for the year ended December 31, 2001 and  incorporated  herein
                  by reference.

      10.28       Form of Amended Order Setting  Foreclosure  Sale Date pursuant
                  to amending the  foreclosure  date filed on September 25, 2003
                  (Schedules  and  supplemental  materials to this exhibit filed
                  herewith  have  been  omitted  but  will  be  provided  to the
                  Securities and Exchange Commission upon request).*

      10.29       Form of  Certificate  of Sale as to Property  "1"  pursuant to
                  sale of Palm Lake Apartments to CCIP Palm Lake, L.L.C.
                  filed October 28, 2003.*

      10.30       Form of  Certificate  of Sale as to Property "2" pursuant to
                  sale  of  Regency  Oaks  Apartments  to CCIP  Regency  Oaks,
                  L.L.C. filed October 28, 2003.*

      10.31       Form of  Certificate  of Sale as to Property  "3"  pursuant to
                  sale of The Dunes  Apartments  (formerly known as Society Park
                  East Apartments) to CCIP Society Park East, L.L.C.
                  filed October 28, 2003.*

      10.32       Form of  Certificate  of Sale as to Property "4" pursuant to
                  sale of Plantation  Gardens  Apartments  to CCIP  Plantation
                  Gardens, L.L.C. filed October 28, 2003.

      10.33       Purchase and Sale contract between Consolidated Capital Equity
                  Partner,   LP,  a  California  limited  partnership  and  Cash
                  Investments of El Paso, LLC, a Texas limited liability company
                  dated December 8, 2003.

      10.34       Assignment of purchase and sale contract between  Consolidated
                  Capital Equity Partners,  LP, a California limited partnership
                  and CCIP Silverado,  LP, a Delaware limited  partnership dated
                  December 8, 2003.

      10.35       Reinstatement   and  first  amendment  to  purchase  and  sale
                  contract by and between CCIP Silverado, LP, a Delaware limited
                  partnership, assignee of Consolidated Capital Equity Partners,
                  LP,  a  California  limited  liability  partnership,  and Cash
                  Investments of El Paso, LLC, a Texas limited liability company
                  and EPT San Mateo  Apartments,  LP, a Texas limited  liability
                  partnership,  assignee of original purchaser dated February 6,
                  2004.

      10.36**     Purchase and Sale contract  between CCIP Tates Creek  Village,
                  LLC, a Delaware  limited  liability  company  and Tates  Creek
                  Investments,  LLC, a Michigan limited  liability company dated
                  April 13, 2004 for the sale of Tates Creek Village Apartments.

      10.37**     Amendment  of purchase  and sale  contract  between CCIP Tates
                  Creek Village, LLC and Tates Creek Investments, LLC, dated May
                  27, 2004.

      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   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

                  *Filed as exhibits  10.28  through  10.31 in the  Registrant's
                  Quarterly  Form 10-Q for the quarter ended  September 30, 2003
                  incorporated herein by reference.

                  **Schedules  and  supplemental  materials to the exhibit filed
                  herewith  have  been  omitted  but  will  be  provided  to the
                  Securities and Exchange Commission upon request.



<PAGE>



Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-Q of Consolidated Capital
      Institutional Properties;

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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date: August 16, 2004
                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of ConCap
                                    Equities, Inc., 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-Q of Consolidated Capital
      Institutional Properties;

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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's  internal
           control over financial reporting.

Date: August 16, 2004
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of ConCap
                                    Equities, Inc., 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-Q of  Consolidated  Capital
Institutional  Properties (the  "Partnership"),  for the quarterly  period ended
June 30, 2004 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 16, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 16, 2004


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 10.36

                           PURCHASE AND SALE CONTRACT

                                     BETWEEN



                        CCIP TATES CREEK VILLAGE, L.L.C.,

                      a Delaware limited liability company





                                    AS SELLER





                                       AND




      TATES CREEK INVESTMENTS, LLC, a Michigan limited liability company



                                  AS PURCHASER





                               TATES CREEK VILLAGE





<PAGE>




                                                                         Page(s)






                                TABLE OF CONTENTS


                                                                            Page





ARTICLE 1   DEFINED TERMS...................................................1

ARTICLE 2   PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT.....................6

      2.1   Purchase and Sale...............................................6

      2.2   Purchase Price and Deposit......................................6

      2.3   Escrow Provisions Regarding Deposit.............................7

ARTICLE 3   FEASIBILITY PERIOD..............................................8

      3.1   Feasibility Period..............................................8

      3.2   Expiration of Feasibility Period................................9

      3.3   Conduct of Investigation........................................9

      3.4   Purchaser Indemnification......................................10

      3.5   Property Materials.............................................10

      3.6   Property Contracts.............................................12

ARTICLE 4   TITLE..........................................................12

      4.1   Title Documents................................................12

      4.2   Survey.........................................................13

      4.3   Objection and Response Process.................................13

      4.4   Permitted Exceptions...........................................13

      4.5   Existing Deed of Trust.........................................14

ARTICLE 5   CLOSING........................................................14

      5.1   Closing Date...................................................14

      5.2   Seller Closing Deliveries......................................15

      5.3   Purchaser Closing Deliveries...................................15

      5.4   Closing Prorations and Adjustments.............................16

ARTICLE 6   REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.........20

      6.1   Seller's Representations.......................................20

      6.2   AS-IS..........................................................21

      6.3   Survival of Seller's Representations...........................22

      6.4   Definition of Seller's Knowledge...............................22

      6.5   Representations And Warranties Of Purchaser....................23

      6.6   Survival of Purchaser's Representations........................24

      6.7   Definition of Purchaser's Knowledge............................24

ARTICLE 7   OPERATION OF THE PROPERTY......................................24

      7.1   Leases and Property Contracts..................................24

      7.2   General Operation of Property..................................25

      7.3   Liens..........................................................25

ARTICLE 8   CONDITIONS PRECEDENT TO CLOSING................................25

      8.1   Purchaser's Conditions to Closing..............................25

      8.2   Seller's Conditions to Closing.................................26

ARTICLE 9   BROKERAGE......................................................26

      9.1   Indemnity......................................................26

      9.2   Broker Commission..............................................27

      9.3   Broker Page....................................................27

ARTICLE 10  DEFAULTS AND REMEDIES..........................................27

      10.1  Purchaser Default..............................................27

      10.2  Seller Default.................................................28

ARTICLE 11  RISK OF LOSS OR CASUALTY.......................................28

      11.1  Major Damage...................................................28

      11.2  Minor Damage...................................................29

      11.3  Repairs........................................................29

ARTICLE 12  EMINENT DOMAIN.................................................29

      12.1  Eminent Domain.................................................29

ARTICLE 13  MISCELLANEOUS..................................................30

      13.1  Binding Effect of Contract.....................................30

      13.2  Exhibits And Schedules.........................................30

      13.3  Assignability..................................................30

      13.4  Binding Effect.................................................30

      13.5  Captions.......................................................30

      13.6  Number And Gender Of Words.....................................30

      13.7  Notices........................................................30

      13.8  Governing Law And Venue........................................32

      13.9  Entire Agreement...............................................32

      13.10 Amendments.....................................................32

      13.11 Severability...................................................33

      13.12 Multiple Counterparts/Facsimile Signatures.....................33

      13.13 Construction...................................................33

      13.14 Confidentiality................................................33

      13.15 Time Of The Essence............................................33

      13.16 Waiver.........................................................33

      13.17 Attorneys Fees.................................................33

      13.18 Time Periods...................................................34

      13.19 1031 Exchange..................................................34

      13.20 No Personal  Liability of Officers,  Trustees or Directors
            of Seller's Partners...........................................34

      13.21 No Exclusive Negotiations......................................34

      13.22 ADA Disclosure.................................................35

      13.23 No Recording...................................................35

      13.24 Relationship of Parties........................................35

      13.25 Dispute Resolution.............................................35

      13.26 AIMCO Marks....................................................36

      13.27 Non-Solicitation of Employees..................................36

      13.28 Survival.......................................................36

      13.29 Multiple Purchasers............................................36

ARTICLE 14  LEAD-BASED PAINT DISCLOSURE....................................37

      14.1  Disclosure.....................................................37

      14.2  Consent Agreement..............................................37


<PAGE>








                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  (this  "Contract")  is entered into as of
the 13th day of April,  2004 (the  "Effective  Date") by and between  CCIP TATES
CREEK VILLAGE,  L.L.C., a Delaware limited liability company,  having an address
at 4582  South  Ulster  Street  Parkway,  Suite  1100,  Denver,  Colorado  80237
("Seller")  and TATES  CREEK  INVESTMENTS,  LLC,  a Michigan  limited  liability
company,  having a  principal  address  at 1025  East  Maple  Road,  Suite  230,
Birmingham, Michigan 48009 ("Purchaser").

      NOW,  THEREFORE,  in  consideration  of mutual covenants set forth herein,
Seller and Purchaser hereby agree as follows:

                                    RECITALS

      A.....Seller owns the real estate located in Fayette County,  Kentucky, as
more particularly described in Exhibit A attached hereto and made a part hereof,
and the improvements thereon, commonly known as "Tates Creek Village".

      B.....Purchaser  desires to  purchase,  and Seller  desires to sell,  such
land,  improvements and certain associated property, on the terms and conditions
set forth below.
ARTICLE 1...
                                  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" shall have the meaning set forth in Section 14.2.


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 Seller,  the Property Manager,  or AIMCO
and  used  in  the  marketing,  operation  or use  of  the  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),
subject  to the terms set  forth in  Section  3.5.4  and  Section  13.26.

1.1.5 "Broker" shall have the meaning set forth in Section 9.1.


1.1.6  "Business  Day" means any day other than a Saturday  or Sunday or Federal
holiday or legal holiday in the States of Colorado,  Texas, or Kentucky,  or any
day on which Lender is not open for business.


1.1.7  "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.


1.1.8  "Closing Date" means the date on which date the Closing of the conveyance
of the Property is required to be held pursuant to Section 5.1.


1.1.9 "Code" shall have the meaning set forth in Section 2.3.6.


1.1.10......"Consent   Contract"   shall  have  the   meaning   set  forth  in
Section 14.2.


1.1.11......"Consultants" shall have the meaning set forth in Section 3.1.


1.1.12......"Damage Notice" shall have the meaning set forth in Section 11.1.


1.1.13......"Deed" shall have the meaning set forth in Section 5.2.1.


1.1.14......"Deed of Trust" shall have the meaning set forth in Section 4.5.


1.1.15......"Deposit"  means, to the extent actually deposited by Purchaser with
Escrow Agent, the Initial Deposit and the Additional Deposit.


1.1.16......"Escrow Agent" shall have the meaning set forth in Section 2.2.1.


1.1.17......"Excluded  Permits" means those Permits which, under applicable law,
are  nontransferable  and such other  Permits,  if any, as may be  designated as
Excluded Permits on Schedule 1.1.17.
1.1.18......"Existing Survey" shall have the meaning set forth in Section 4.2.


1.1.19......"Feasibility   Period"   shall  have  the  meaning  set  forth  in
Section 3.1.


1.1.20......"FHA" shall have the meaning set forth in Section 13.22.


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


1.1.22......"Fixtures  and  Tangible  Personal  Property"  means  all  fixtures,
furniture,  furnishings,  fittings, equipment,  machinery, apparatus, appliances
and other articles of tangible  personal  property located on the Land or in the
Improvements  as of the Effective Date and used or usable in connection with the
occupation  or  operation  of all or any part of the  Property,  but only to the
extent transferable. The term "Fixtures and Tangible Personal Property" does not
include  (a)  equipment  leased  by  Seller  and the  interest  of Seller in any
equipment  provided to the  Property for use, but not owned or leased by Seller,
unless the  equipment  is covered by a Property  Contract  which is  assigned to
Purchaser at Closing,  or (b)  property  owned or leased by any Tenant or guest,
employee or other person  furnishing  goods or services to the Property,  or (c)
property and equipment owned by Seller, which in the ordinary course of business
of the  Property  is  not  used  exclusively  for  the  business,  operation  or
management of the Property, or (d) the property and equipment, if any, expressly
identified  in Schedule  1.1.22.  During the  Feasibility  Period,  Seller shall
assemble a schedule of Fixtures and Tangible Personal  Property,  excluding unit
interior fixtures and appliances, certified to Seller's knowledge to be the list
of such Fixtures and Tangible  Personal  Property to be transferred to Purchaser
at the Closing.


1.1.23......"General   Assignment"   shall  have  the  meaning  set  forth  in
Section 5.2.3.


1.1.24......"Good Funds" shall have the meaning set forth in Section 2.2.1.


1.1.25......"Improvements"  means all  buildings and  improvements  located on
the Land taken "as is."


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


1.1.27......"Land"  means all of those  certain  tracts of land  located  in the
State of  Kentucky  described  on  Exhibit  A, and all  rights,  privileges  and
appurtenances pertaining thereto.


1.1.28......"Lease(s)"  means  the  interest  of  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 the Property
and which are in force as of the Closing Date for the applicable Property.


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


1.1.30......"Lender"  means Federal Home Loan Mortgage  Corporation,  assignee
of GMAC Commercial Mortgage Corporation.


1.1.31......"Lender  Fees" shall mean all fees and expenses (including,  without
limitation,  all  prepayment  penalties  and pay-off fees) imposed or charged by
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 Note and
Deed of Trust, any amounts of interest charged by Lender for the period from the
Closing Date to the permitted  prepayment date, the amount of the Lender Fees to
be determined as of the Closing Date.


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


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


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


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


1.1.36......"Miscellaneous  Property Assets" means all contract rights,  leases,
concessions,  warranties, plans, drawings and other items of intangible personal
property  relating to the  ownership  or  operation of the Property and owned by
Seller, excluding, however, (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) 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 Seller's  rights,  if any, in and to the name
"TATES  CREEK  VILLAGE"  as it  relates  solely  to use in  connection  with the
Property (and not with respect to any other property owned or managed by Seller,
Property  Manager,  AIMCO,  or their  respective  affiliates),  and the existing
telephone number for the Property (to the extent transferable and at Purchaser's
sole cost and expense).


1.1.37......"Note"  means that certain Note in the original  principal amount of
$4,225,000.00, dated as of September 28, 2000, executed by Seller and payable to
the order of Lender.


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


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


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


1.1.41......"Permits" means all licenses and permits granted by any governmental
authority having  jurisdiction over the Property owned by Seller and required in
order to own and operate the Property.


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


1.1.43......"Property"  means (a) the Land and  Improvements  and all  rights of
Seller,  if  any,  in  and to all of  the  easements,  rights,  privileges,  and
appurtenances belonging or in any way appertaining to the Land and Improvements,
(b) the  right,  if any and only to the  extent  transferable,  of Seller in the
Property  Contracts,  Leases,  Permits  (other than Excluded  Permits),  and the
Fixtures and Tangible  Personal  Property,  and (c) the  Miscellaneous  Property
Assets  owned by  Seller  which  are  located  on the  Property  and used in its
operation.


1.1.44......"Property  Contracts"  means 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 the Property,  but only to the extent
the  assignment  of such  contract to  Purchaser  is  permitted  pursuant to the
express terms of such  contract,  and not  including (a) any national  contracts
entered into by Seller,  Property Manager, or AIMCO with respect to the Property
(i) which terminate  automatically  upon transfer of the Property by Seller,  or
(ii) which Seller, in Seller's sole discretion, elects to terminate with respect
to the Property effective as of the Closing Date, or (b) any property management
contract for the Property.


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


1.1.46......"Property  Manager"  means  the  current  property  manager  of  the
Property.


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


1.1.48......"Purchase  Price" means the consideration to be paid by Purchaser to
Seller for the purchase of the Property pursuant to Section 2.2.


1.1.49......"Purchaser's  Representations"  shall have the  meaning set forth in
Section 6.5.


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


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


1.1.52......"Regional  Property  Manager"  shall have the  meaning  set forth in
Section 6.4.


1.1.53......Intentionally omitted.


1.1.54......"Report" shall have the meaning set forth in Section 14.2.


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


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


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


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


1.1.59......"Seller's Property-Related Files and Records" shall have the meaning
set forth in Section 5.4.12.


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


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


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


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


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


1.1.65......"Tenant  Deposits"  means 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 Seller  pursuant to the
Leases.  Tenant Deposits shall not include any  non-refundable  deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise other than
prepaid rentals applicable to periods after the Closing Date.


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


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


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


1.1.69......"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 the Property.


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


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


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


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


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


1.1.75......Intentionally omitted.


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


ARTICLE 2...
                 PURCHASE  AND SALE,  PURCHASE  PRICE & DEPOSIT 2.1 Purchase and
Sale.  Seller  agrees to sell and convey the Property to Purchaser and Purchaser
agrees to purchase the Property from Seller,  all in  accordance  with the terms
and conditions set forth in this Contract.


2.2 Purchase Price and Deposit.  The total purchase price ("Purchase Price") for
the  Property  shall be an amount  equal to Six Million  Nine Hundred and Eighty
Thousand and No/100  Dollars  ($6,980,000.00)  less the Lender Fees which amount
shall be paid by Purchaser, as follows:


2.2.1 On the Effective  Date,  Purchaser shall deliver to Stewart Title Guaranty
Company, c/o Wendy Howell, National Commercial Closing Specialist, 1980 Post Oak
Boulevard,  Suite 610, Houston, TX 77056, 800-729-1906 ("Escrow Agent" or "Title
Insurer") an initial  deposit (the  "Initial  Deposit")  of  $69,800.00  by wire
transfer of immediately  available  funds ("Good  Funds").  The Initial  Deposit
shall be held and disbursed in accordance  with the escrow  provisions set forth
in Section 2.3.


2.2.2 On the day that the Feasibility Period expires, Purchaser shall deliver to
Escrow Agent an additional  deposit (the "Additional  Deposit") of $69,800.00 by
wire transfer of Good Funds. The Additional  Deposit shall be held and disbursed
in accordance with the escrow provisions set forth in Section 2.3.


2.2.3 Intentionally Omitted.


2.2.4 The balance of the Purchase  Price for the  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 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,  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 either party makes a written demand upon Escrow Agent for payment of
the Deposit,  Escrow Agent shall give written  notice to the other party of such
demand.  If Escrow  Agent does not  receive a written  objection  from the other
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 upon 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 the Property is located.
Escrow Agent shall give written  notice of such deposit to Seller and Purchaser.
Upon such deposit,  Escrow Agent shall be relieved and discharged of all further
obligations and responsibilities hereunder.


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 either 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.  Seller 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, or failure to perform its duties under Section 2.3.6.


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 Seller  (other than the  obligation to
make the  Deposit  which need not be made  until  Escrow  Agent has signed  this
Contract and delivered a copy of the signature page to Purchaser),  and the same
shall become fully effective upon execution by Purchaser and Seller, 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,  Seller, 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 Deed to
Purchaser.


ARTICLE 3
                               FEASIBILITY PERIOD


3.1 Feasibility  Period. The period from the Effective Date to and including the
date  which is 45 days  after  the  Effective  Date  shall  be the  "Feasibility
Period".  Subject to the terms of  Section  3.3 and 3.4 and the right of Tenants
under the Leases, Purchaser, and its agents, contractors,  engineers, surveyors,
attorneys, and employees (collectively, "Consultants") shall have the right from
time to time to enter onto the Property:


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 Property  (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 make  inquiries  of Seller  (and  Seller  agrees to respond in a timely
manner) and to confirm any and all matters which Purchaser may reasonably desire
to confirm with respect to the Property;


3.1.3 To  ascertain   and  confirm  the   suitability   of  the  Property  for
Purchaser's intended use of the Property; and


3.1.4 To review the Materials,  Leases,  Property  Contracts and other documents
and instruments related to the Property 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 by giving  written  notice to that effect to Seller 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 Purchaser's liability pursuant to Section 3.3
and any other  provision of this Contract which survives such  termination,  and
Escrow Agent shall forthwith return the Initial 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 upon the return of the Initial
Deposit).   If  Purchaser  fails  to  provide  Seller  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  (except as  provided  in Section  8.1),  and
Purchaser's  obligation  to purchase the Property  shall be  non-contingent  and
unconditional except only for satisfaction of the conditions expressly stated in
Section 8.1.


3.3 Conduct of Investigation.  Prior to the Closing,  Purchaser shall not permit
any  mechanic's  or  materialmen's  liens or any  other  liens to  attach to the
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  Seller  a
reasonable time prior to entry onto the Property and shall permit Seller to have
a  representative  present  during all  Inspections  conducted at the  Property.
Purchaser  shall use its best efforts to conduct and shall cause its Consultants
to conduct any and all  Inspections in such a manner as to avoid any unnecessary
disruption or disturbance of Tenants' occupancy of the Property. All information
made  available  by Seller 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
Property  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 Deed to Purchaser.


3.4   Purchaser Indemnification.


3.4.1 Purchaser shall  indemnify,  hold harmless and, if requested by Seller (in
Seller's  sole  discretion),  defend (with counsel  approved by Seller)  Seller,
together with 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  Seller,   "Seller's
Indemnified Parties"),  from and against any and all damages,  mechanics' liens,
liabilities,  losses,  demands,  actions,  causes of action,  claims,  costs and
expenses   (including    reasonable    attorneys'   fees,   including   appeals)
(collectively,   "Losses")  arising  from  or  related  to  Purchaser's  or  its
Consultant's entry onto the Property, and any Inspections performed by Purchaser
with respect to the Property prior to the Closing Date.


3.4.2  Notwithstanding  anything in this Contract to the contrary,  Seller shall
have the right,  without  limitation,  to disapprove any unreasonably  intrusive
entries, surveys, tests (including, without limitation, a Phase II environmental
study of the  Property),  investigations  and  other  matters  that in  Seller's
reasonable  judgment could result in any injury to the Property or breach of any
contract,  or expose  Seller to any Losses or  violation of  applicable  law, or
otherwise adversely affect the Property or 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 the Seller to any such  activity  shall be deemed to  constitute  a waiver by
Seller or assumption of liability or risk by Seller.  Purchaser hereby agrees to
restore,  at  Purchaser's  sole  cost  and  expense,  the  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, by water or otherwise,
and (b) worker's compensation insurance for all of their respective employees in
accordance with the law of the state in which the Property is located. Purchaser
shall deliver proof of the insurance  coverage required pursuant to this Section
3.4.2 to Seller (in the form of a certificate of insurance) prior to the earlier
to occur of (i) Purchaser's or Purchaser's Consultants' entry onto the Property,
or (ii) the  expiration of 5 days after the Effective  Date.  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 Deed 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 Seller's possession or reasonable control (subject to Section 3.5.2),
Seller agrees to make the documents set forth on Schedule 3.5 (the  "Materials")
available at the  Property  for review and copying by  Purchaser at  Purchaser's
sole cost and expense.  In the  alternative,  at Seller's  option and within the
foregoing  10-day  period,  Seller may deliver  some or all of the  Materials to
Purchaser,  or make  the  same  available  to  Purchaser  on a  secure  web site
(Purchaser  agrees that any item to be delivered  by 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  Seller  and  Seller  shall  use  commercially
reasonable efforts to deliver the same to Purchaser within 5 Business Days after
such  notification  is  received  by Seller.  In the event  Seller has failed to
deliver or make  available to Purchaser the Materials  within the 10 day period,
upon receipt of written notice from Purchaser,  the Feasibility  Period shall be
extended  for a period of time  equal to the  number  of days from the  required
delivery  date of each  such item to the  actual  date of  delivery  of all such
items;  provided,  however,  that under no  circumstances  will the  Feasibility
Period be extended by more than 5 days  hereunder  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,  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 Seller 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 Seller  within 5 days after the 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
Seller  pursuant to this Contract may not be complete or constitute  all of such
documents  which are in Seller's  possession or control,  but are those that are
readily  available  to  Seller  after  reasonable  inquiry  to  ascertain  their
availability.  Purchaser understands that, although Seller will use commercially
reasonable  efforts  to  locate  and make  available  the  Materials  and  other
documents  required to be delivered or made available by Seller pursuant to this
Contract,  Purchaser  will  not  rely  exclusively  on such  Materials  or other
documents as being a complete and accurate source of information with respect to
the Property,  and will rely on its own Inspections and Consultants with respect
to all  matters  which it deems  relevant to its  decision  to acquire,  own and
operate the Property.


3.5.3 In addition to the items set forth on Schedule  3.5, no later than 10 days
after the Effective  Date,  Seller shall deliver to Purchaser (or otherwise make
available  to  Purchaser as provided  under  Section  3.5.1) a rent roll for the
Property listing the move-in date,  monthly base rent payable,  lease expiration
date and unapplied  security deposit for each Lease (the "Rent Roll").  The Rent
Roll shall be a part of the Materials  for all purposes  under this Contract and
Seller makes no representations or warranties regarding the Rent Roll other than
the express  representation set forth in Section 6.1.7.  Seller shall update the
Rent Roll in accordance with Section 5.2.10.


3.5.4 No later than 25 days after the Effective Date Purchaser  shall provide to
Seller a list  identifying  AIMCO  Marks  likely  to be  retained  by  Seller in
accordance  with  the  terms  set  forth  in this  Contract.  On or prior to the
expiration of the Feasibility Period Seller shall indicate which AIMCO Marks set
forth on the listing  provided by  Purchaser  (if any) will  require  removal by
Purchaser  after Closing at Purchaser's  sole cost and expense.  Notwithstanding
the foregoing,  Seller hereby  reserves the right to remove any such AIMCO Marks
identified  for removal  prior to Closing,  at Seller's  sole cost and  expense.
Nothing  contained in this Section 3.5.4 or in Purchaser's  proposed  listing of
AIMCO Marks shall be deemed to be a waiver of  Seller's  rights with  respect to
the AIMCO Marks, as more particularly described in this Contract.


3.5.5 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 Seller (the "Property Contracts Notice")
specifying  any Property  Contracts with respect to which  Purchaser  desires to
have Seller  deliver  notices of  termination  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 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 the
Property Contracts Notice on or before the expiration of the Feasibility Period,
there shall be no Terminated  Contracts and Purchaser  shall assume all Property
Contracts 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 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 by
Seller to Purchaser  (and the assumption by Purchaser of all  obligations  under
such  Property  Contract),  Purchaser  shall  indemnify,  hold  harmless and, if
requested by Seller (in Seller's sole discretion), defend (with counsel approved
by Seller)  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.  Seller shall  deliver to Purchaser at least ten (10) days prior to the
expiration of the Feasibility Period, a list certified to Seller's knowledge, of
all Property  Contracts in existence  relating to the ownership and operation of
the Property.


ARTICLE 4
                                      TITLE


4.1 Title  Documents.  Within 10 calendar days after the Effective Date,  Seller
shall cause to be delivered to Purchaser a standard  form  commitment  for title
insurance  ("Title  Commitment")  for the  Property  in an  amount  equal to the
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 legible copies of all instruments  identified as exceptions
therein  (together with the Title  Commitment,  referred to herein as the "Title
Documents").  Seller shall be responsible  only for payment of the basic premium
for the Title Policy.  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.


4.2  Survey.  Within 3 Business  Days after the  Effective  Date,  Seller  shall
deliver to  Purchaser or make  available at the Property the existing  survey of
the Property dated as of November 13, 2002 prepared by Endris  Engineering  (the
"Existing  Survey").  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 the  Property  be prepared  (or that the  Existing
Survey be  updated),  Purchaser  shall  request the same in writing to Seller no
later than 5 Business Days after the delivery of the Existing  Survey,  in which
event Seller shall order such new or updated survey  (together with the Existing
Survey,  referred  to herein  as the  Survey)  from the  surveyor  who  prepared
Existing  Survey  (or from  such  other  surveyor  as Seller  determines  in its
reasonable  discretion).  Purchaser shall be solely responsible for the cost and
expense of the  preparation of any new or updated survey  requested  pursuant to
the terms of this Section 4.2.


4.3 Objection and Response Process. On or before the date which is 35 days after
the Effective  Date (the  "Objection  Deadline"),  Purchaser  shall give written
notice (the  "Objection  Notice") to the  attorneys for Seller of any matter set
forth in the Title  Documents  or the  Survey to which  Purchaser  objects  (the
"Objections"). If Purchaser fails to tender an Objection Notice 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. On or before 40 days after the Effective Date (the "Response Deadline"),
Seller may, in Seller's sole  discretion,  give Purchaser  notice (the "Response
Notice") of those  Objections  which Seller is willing to cure,  if any.  Seller
shall be entitled to  reasonable  adjournments  of the Closing  Date to cure the
Objections  (which  adjournments  shall not exceed 30 days).  If Seller fails to
deliver a Response  Notice by the Response  Deadline,  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 the  Response  Notice,
Purchaser may, as its exclusive remedy,  elect by written notice given to Seller
on or before 45 days after the Effective  Date (the "Final  Response  Deadline")
either (a) to accept the Title Documents and Survey 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 which
event the  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  upon the  return  of the  Deposit).  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
and the Survey,  subject only to  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).


4.4 Permitted Exceptions.  The Deed 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,  other than (a)
those  Objections,  if any,  which  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;


4.4.3 Intentionally Omitted;


4.4.4 Applicable zoning and governmental regulations and ordinances;


4.4.5 Any  defects  in or  objections  to  title  to the  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,  any deeds of trust
and/or mortgages (including any and all mortgages which secure the Note) against
the  Property  (whether  one or more,  the "Deed of Trust")  shall not be deemed
Permitted Exceptions, whether Purchaser gives written notice of such or not, and
shall be paid off,  satisfied,  discharged  and/or  cured by Seller at  Closing,
provided  that the Lender Fees due in  connection  with the Loan Payoff shall be
paid by  Purchaser,  to the extent such  Lender Fees do not exceed the  Purchase
Price.  In no event shall Purchaser be liable for any Lender Fees asserted to be
payable to Lender  after the  Closing  (for which  Purchaser  did not  receive a
credit against the Purchase Price at Closing).


ARTICLE 5
                                     CLOSING


5.1 Closing Date.  The Closing shall occur 30 days  following the  expiration of
the Feasibility Period (the "Closing Date") through an escrow with Escrow Agent,
whereby the Seller, 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,  Seller shall have the
option,  by delivering  written notice to Purchaser at least 4 days prior to the
originally  scheduled  Closing  Date,  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) not to exceed  30 days as  Seller  reasonably  determines  is
desirable in connection with the Loan Payoff.  Further,  the Closing Date may be
extended  without  penalty  at the  option of Seller 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 Seller pursuant to the second
sentence of this paragraph) to satisfy a condition to be satisfied by Seller, or
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 originally  scheduled  Closing Date
specified  in  the  first  sentence  of  this  Section  5.1 to  accommodate  the
requirements of Purchaser's lender by (i) delivering written notice to Seller no
later than 5 days prior to the scheduled  Closing Date, and (ii)  simultaneously
with  such  notice  to  Seller,   delivering  to  Escrow  Agent  the  amount  of
$139,600.00,  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, Seller shall deliver to Escrow Agent, each of the following items:


5.2.1  Special  Warranty  Deed (the "Deed") in the form attached as Exhibit B 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  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").  Seller hereby agrees that within 5 Business Days of the
Closing  Date  Purchaser  may contact  the  Property  Manager  and the  Regional
Property  Manager (who shall reasonably  cooperate with Purchaser's  request) to
obtain the  information  necessary  to fill in the  blanks on the form  attached
hereto as Exhibit F for each of the vendors under the Terminated Contracts


5.2.6 A closing statement executed by Seller.


5.2.7 A title  affidavit or at Seller's option an indemnity,  as applicable,  in
the customary  form  reasonably  acceptable to 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.


5.2.8 A certification of 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   Seller's
authority to consummate this transaction.


5.2.10 An updated Rent Roll in Seller's standard form; provided,  however,  that
the content of such Rent Roll shall in no event expand or modify the  conditions
to Purchaser's obligation to close as specified under Section 8.1.


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 Seller upon the  Closing) the  following
items with respect to the Property being conveyed at such Closing:


5.3.1 The full Purchase  Price (with credit for 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 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 the 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 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 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      Intentionally Omitted.


5.3.12  The  Lender  Fees  (subject  to  reduction  from the  Purchase  Price in
accordance with Section 2.2).


5.4   Closing Prorations and Adjustments.


5.4.1 General. 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,  Seller
being charged or credited,  as appropriate,  for all of same attributable to the
period up to the  Closing  Date (and  credited  for any  amounts  paid by 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 same attributable to the period on and after the Closing
Date.  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 Seller (if the  prorations  result in a net credit
to Seller) or by Seller to Purchaser (if the  prorations  result in a net credit
to  Purchaser),  by  increasing  or reducing the cash to be paid by Purchaser at
Closing.


5.4.2 Operating Expenses. All of the operating,  maintenance,  taxes (other than
real  estate  taxes,  such as rental  taxes),  and other  expenses  incurred  in
operating  the  Property  that  Seller  customarily  pays,  and any other  costs
incurred in the ordinary  course of business for the management and operation of
the Property,  shall be prorated on an accrual basis.  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.


5.4.3  Utilities.  The final  readings and final  billings for utilities will be
made if possible as of the Closing Date, in which case 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.  Seller shall be entitled to the return of any
deposit(s)  posted by it with any utility company,  and Seller shall notify each
utility company serving the Property to terminate Seller's account, effective as
of noon on the Closing Date.


5.4.4 Real Estate  Taxes.  Any real  estate ad valorem or similar  taxes for the
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 the  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,  subject to  proration of
operating expenses under Section 5.4.2.


5.4.6 Leases.
5.4.6.1 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 the 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.  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 Seller's  favor for rents
which have accrued and are unpaid as of the  Closing,  but  Purchaser  shall pay
Seller such accrued  Uncollected  Rents as and when collected by Purchaser after
first  applying any collected  rent to current and  delinquent  rent for periods
after the  Closing.  Purchaser  agrees to bill  Tenants of the  Property for all
Uncollected Rents and to take reasonable  actions to collect  Uncollected Rents.
After  the  Closing,  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  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 Seller of such right.  Purchaser agrees to cooperate with
Seller in  connection  with all  efforts by 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 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 Seller;
provided, however, that Purchaser's obligation to cooperate with Seller pursuant
to this sentence shall not obligate Purchaser to terminate any Tenant lease with
an existing Tenant or to sue or evict any existing Tenant from the Property.


5.4.6.2 At Closing,  Purchaser shall receive a credit against the 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  Seller  which  constitute  the  Tenant
Security  Deposit  Balance  shall be  retained  by  Seller in  exchange  for the
foregoing  credit  against the Purchase  Price and shall not be  transferred  by
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 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,  to the  extent  that  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.  With respect to any
payments  received by Purchaser  after the Closing  allocable to Seller prior to
Closing, Purchaser shall promptly pay the same to Seller.


5.4.7 Existing Loan. On the Closing Date, Seller shall pay (which payment may be
made by Seller  out of the  proceeds  of the  Purchase  Price)  the  outstanding
principal balance of the Note, together with all interest accrued under the Note
prior to the Closing Date (the "Loan  Payoff").  Purchaser  shall pay all Lender
Fees (subject to reduction  from the Purchase  Price in accordance  with Section
2.2).  Seller shall cause any  existing  reserves,  impounds and other  accounts
maintained in connection with the Loan to be released in Good Funds to Seller at
the Closing  unless  credited by Lender against the amount due from Seller under
the Note.


5.4.8  Insurance.  No proration shall be made in relation to insurance  premiums
and insurance policies will not be assigned to Purchaser.


5.4.9 Employees.  All of Seller's and Seller's manager's on-site employees shall
have their employment at the Property terminated as of the Closing Date.


5.4.10 Closing Costs.  Purchaser shall pay the cost of recording any instruments
required  to  discharge  any liens or  encumbrances  against the  Property,  any
premiums or fees  required  to be paid by  Purchaser  with  respect to the Title
Policy  pursuant to Section 4.1, and one-half of the customary  closing costs of
the Escrow Agent and any and all costs for the preparation of a new survey or to
update the Existing  Survey.  Seller shall pay transfer tax and the base premium
for the Title Policy to the extent  required by Section 4.1, and one-half of the
customary closing costs of the Escrow Agent.


5.4.11      Intentionally Omitted.


5.4.12      Survival.  The  provisions of this  Section 5.4  shall survive the
Closing and delivery of the Deed to Purchaser.


5.4.13 Possession.  Possession of the 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 Purchase Price.  To the extent  reasonably
available to Seller,  originals (or if not available,  copies) of the Leases and
Property Contracts, lease files, warranties, guaranties, operating manuals, keys
to the  property,  and  Seller's  books  and  records  (other  than  proprietary
information)  (collectively,  "Seller's  Property-Related  Files  and  Records")
regarding  the  Property  shall be made  available  to Purchaser at the Property
after the Closing. Purchaser agrees, for a period of not less than 2 years after
the Closing ("Records Hold Period"),  to (a) provide and allow 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;  provided,  however, to the extent Purchaser
rekeys the Property  after  Closing,  Purchaser will not be required to maintain
and preserve the existing  keys to the Property.  Notwithstanding  the foregoing
provisions  regarding the Records Hold Period,  if at any time Purchaser desires
to dispose of Seller's Property Related Files and Records,  Purchaser must first
provide  Seller  prior  written  notice (the  "Records  Disposal  Notice"),  and
Purchaser shall within 30 days after providing  Seller with the Records Disposal
Notice forward to Seller, at Purchaser's sole cost and expense, either originals
or copies of  Seller's  Property  Related  Files and Records  applicable  to the
period of Seller's  ownership of the Property along with Purchaser's  disclaimer
of all right,  title and interest in and to such Seller's Property Related Files
and  Records.  Purchaser  agrees (i) to include the  covenants  of this  Section
5.4.12  pertaining  to  Seller's  Property-Related  Files  and  Records  in  any
management contract for the Property (and to bind the manager thereunder to such
covenants),  and  (ii) to bind  any  future  purchaser  of the  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
Seller (in Seller's sole  discretion),  defend (with counsel approved by Seller)
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 Post  Closing  Adjustments.  In  general,  and except as provided in this
Contract or the Closing  Documents,  Seller shall be entitled to all income, and
shall pay all expenses, relating to the operation of the 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 the Property for the period
commencing on and after the Closing  Date.  Purchaser or Seller may request that
Purchaser and 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 (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). The provisions
of this  Section  5.6 shall  survive  the  Closing  and  delivery of the Deed to
Purchaser.


                                   ARTICLE 6
            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,  Seller 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 Seller is duly organized,  validly existing and in good standing under the
laws of the state of its  formation  set forth in the initial  paragraph of this
Contract; and has or at the Closing shall have the entity power and authority to
sell and convey the  Property  and to execute  the  documents  to be executed by
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 Seller is a party or by which Seller is otherwise bound, which
conflict,  breach or default  would have a material  adverse  affect on Seller's
ability to consummate the  transaction  contemplated  by this Contract or on the
Property.  This Contract is a valid,  binding and enforceable  agreement against
Seller in accordance with its terms;


6.1.2 Other than the Leases,  the  Property is not subject to any written  lease
executed by Seller or, to Seller's knowledge,  any other possessory interests of
any person;


6.1.3 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 for any actions by Seller to evict  Tenants  under the Leases,  to
Seller's   knowledge,   there  are  no  actions,   proceedings,   litigation  or
governmental investigations or condemnation actions either pending or threatened
against the Property;


6.1.5 To Seller's  knowledge,  Seller has not received any written notice from a
governmental  agency of, and there is not any uncured material violations of any
federal,  state,  county or  municipal  law,  ordinance,  order,  regulation  or
requirement affecting the Property; and


6.1.6 To Seller's knowledge,  Seller has not received any written notice of, and
there is not any uncured  material  default by Seller  under any of the Property
Contracts that will not be terminated on the Closing Date.


6.1.7 To the knowledge of Seller,  the Rent Roll (as updated pursuant to Section
5.2.11) is accurate in all material respects.


6.1.8 To  Seller's  knowledge:  (A) no  hazardous  or toxic  materials  or other
substances  regulated  by  applicable  federal or state  environmental  laws are
stored  by Seller  on, in or under the  Property  in  quantities  which  violate
applicable laws governing such materials or substances,  and (B) the Property is
not used by Seller for the storage, treatment,  generation or manufacture of any
hazardous  or toxic  materials  or other  substances  in a  manner  which  would
constitute a violation of applicable federal or state environmental laws.


6.2 AS-IS.  Except for  Seller's  Representations,  the  Property  is  expressly
purchased  and sold "AS IS," "WHERE  IS," and "WITH ALL  FAULTS."  The  Purchase
Price  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 except for  Seller's  Representations  is not relying
upon,   any   information   provided   by  Seller   or  Broker  or   statements,
representations  or  warranties,  express  or  implied,  made by or  enforceable
directly against Seller or Broker, including,  without limitation,  any relating
to the value of the  Property,  the physical or  environmental  condition of the
Property, any state, federal,  county or local law, ordinance,  order or permit;
or the  suitability,  compliance  or lack of compliance of the Property with any
regulation,  or any other  attribute  or matter of or relating  to the  Property
(other than any covenants of title  contained in the Deed conveying the Property
and Seller's  Representations).  Except for Seller's Representations,  Purchaser
agrees that  Seller  shall not be  responsible  or liable to  Purchaser  for any
defects,  errors or  omissions,  or on account of any  conditions  affecting the
Property. Purchaser, its successors and assigns, and anyone claiming by, through
or under Purchaser, hereby fully releases 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  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 Property.
Purchaser  represents and warrants  that, as of the last day of the  Feasibility
Period and as of the Closing Date,  it 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 Property), reports,  investigations and inspections as it deems
appropriate in connection with the Property.  If Seller provides or has 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 Property,  including,  without  limitation,
the offering prepared by Broker, Purchaser and Seller agree that Seller has done
so or shall do so only for the convenience of both 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  Seller's  Indemnified  Parties.  Purchaser  shall  rely  upon any title
insurance  obtained by Purchaser and the Deed provided by Seller with respect to
title  to  the  Property.   Except  for  Seller's   Representations,   Purchaser
acknowledges   and  agrees  that  no   representation   has  been  made  and  no
responsibility  is  assumed  by  Seller  with  respect  to  current  and  future
applicable  zoning  or  building  code  requirements  or the  compliance  of the
Property with any other laws,  rules,  ordinances or regulations,  the financial
earning  capacity  or  expense  history of the  Property,  the  continuation  of
contracts,  continued occupancy levels of the Property,  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, Seller shall have the right,
but not the  obligation,  to enforce  its rights  against  any and all  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 Deed with
or without such tenants in possession  and without any allowance or reduction in
the Purchase Price under this Contract.  Purchaser  hereby  releases Seller 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
Deed to Purchaser.


6.3  Survival  of  Seller's  Representations.  Seller and  Purchaser  agree that
Seller's  Representations  shall survive  Closing for a period of 12 months (the
"Survival  Period").  Seller shall have no liability  after the Survival  Period
with respect to Seller's  Representations  contained herein except to the extent
that Purchaser has filed a lawsuit against Seller during the Survival Period for
breach of any of Seller's  Representations.  Under no circumstances shall Seller
be liable to Purchaser for more than $100,000 in any  individual  instance or in
the aggregate for all breaches of Seller's Representations,  nor shall Purchaser
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 exceeds $5,000.  In the event that Seller breaches any  representation
contained in Section 6.1 and Purchaser had knowledge of such breach prior to the
Closing Date or such breach is disclosed in the Title  Documents,  the Permitted
Exceptions,  the Property Contracts,  or the Materials,  then Purchaser shall be
deemed to have  waived  any right of  recovery,  and  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 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 Designated  Representative  of the Seller
and shall  not be  construed  to refer to the  knowledge  of any other  partner,
officer,  director,  agent,  employee or  representative  of the Seller,  or any
affiliate of the Seller,  or to impose upon such Designated  Representative  any
duty to  investigate  the matter to which such actual  knowledge  or the absence
thereof  pertains,  or  to  impose  upon  such  Designated   Representative  any
individual   personal   liability.   As  used   herein,   the  term   Designated
Representative  shall  refer to Mindy  Daugherty  who is the  Regional  Property
Manager  handling this Property (the "Regional  Property  Manager") and Michelle
Harvey,  the current  Property  Manager  handling this  Property (the  "Property
Manager").


6.5  Representations  And  Warranties Of Purchaser.  For the purpose of inducing
Seller to enter into this  Contract and to  consummate  the sale and purchase of
the Property in accordance herewith, Purchaser represents and warrants to Seller
the following as of the Effective Date and as of the Closing Date:


6.5.1 Purchaser is a limited liability company duly organized,  validly existing
and in good standing under the laws of Michigan.


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 Seller.


6.5.4  Other  than  Seller's  Representations,  Purchaser  has not relied on any
representation  or  warranty  made by  Seller  or any  representative  of Seller
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Property.


6.5.5 The Broker and its  affiliates do not as of the Effective  Date,  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 the 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.  In
confirming  the  representation  and warranty  made in the  foregoing  sentence,
Seller  reserves the right, in its sole and absolute  discretion,  to conduct an
audit  to  review  the  future  tax  returns  of  Purchaser  and  any  assignee.
Notwithstanding  the foregoing,  Purchaser  hereby  represents and warrants that
Purchaser's  broker,  Hendricks & Partners  (as more  particularly  described in
Article 9 herein),  shall make all the required  disclosures  and take any other
action  required by law concerning the fact that Mr. Paul Dietz with Hendricks &
Partners  is (a) a  principal  of the entity  acquiring  the  Property,  and (b)
affiliated with the broker for Purchaser.



      The  provisions of this Section 6.5 shall survive the Closing and delivery
of the Deed to Purchaser.


6.6 Survival of  Purchaser's  Representations.  Seller and Purchaser  agree that
Purchaser's Representations shall survive Closing for a period of 12 months (the
"Survival Period").  Purchaser shall have no liability after the Survival Period
with  respect to  Purchaser's  Representations  contained  herein  except to the
extent that Seller has filed a lawsuit against Seller during the Survival Period
for breach of any of Purchaser's  Representations.  Under no circumstances shall
Purchaser be liable to Seller for more than $100,000 in excess of the Deposit in
any  individual  instance or in the  aggregate  for all breaches of  Purchaser's
Representations, nor shall Seller be entitled to bring any claim for a breach of
Purchaser's Representations unless the claim for damage (either in the aggregate
or as to any  individual  claim) by Seller  exceeds  $5,000.  In the event  that
Purchaser  breaches any  representation  contained in Section 6.5 and Seller had
knowledge of such breach prior to the Closing Date,  then Seller shall be deemed
to have waived any right of recovery, and Purchaser shall not have any liability
in connection therewith.


6.7 Definition of Purchaser's Knowledge. Any representations and warranties made
"to the  knowledge  of  Purchaser"  shall  not be  deemed  to imply  any duty of
inquiry. For purposes of this Contract,  the term Purchaser's  "knowledge" shall
mean and refer only to actual knowledge of the Designated  Representative of the
Purchaser  and shall not be  construed  to refer to the  knowledge  of any other
partner, officer,  director, agent, employee or representative of the Purchaser,
or  any  affiliate  of  the  Purchaser,   or  to  impose  upon  such  Designated
Representative any duty to investigate the matter to which such actual knowledge
or  the  absence   thereof   pertains,   or  to  impose  upon  such   Designated
Representative  any  individual  personal  liability.  As used herein,  the term
Designated  Representative  shall refer to Brian Dietz,  who is President of the
manager of Purchaser's managing member.




ARTICLE 7
                            OPERATION OF THE PROPERTY


7.1 Leases and Property Contracts.  During the period of time from the Effective
Date to the Closing Date, but only in the ordinary course of business Seller may
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,  Seller  agrees  that  any such new
Property  Contracts or 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 Seller in the ordinary course of its operation of the
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, Seller shall  operate the Property  after the  Effective  Date in the
ordinary  course of  business,  and except as  necessary  in the  Seller's  sole
discretion  to address (a) any life or safety  issue at the  Property or (b) any
other  matter  which in  Seller's  reasonable  discretion  materially  adversely
affecting the use, operation or value of the Property,  Seller will not make any
material  alterations  to the  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.  Seller hereby
agrees that Seller  shall  deliver the  Property at Closing in the same  general
physical condition existing at the time when Purchaser completes its Inspections
at the expiration of the Feasibility Period, general wear and tear excepted.


7.3 Liens.  Other than utility  easements and temporary  construction  easements
granted by Seller in the ordinary course of business,  Seller  covenants that it
will not  voluntarily  create or cause any lien or  encumbrance to attach to the
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.  Notwithstanding the foregoing,  Seller hereby agrees that Seller shall
not grant any such utility  easement(s)  and  temporary  construction  easements
which  materially  interfere with the continued  operations of the Property.  If
Purchaser  approves any such subsequent  lien or encumbrance,  the same shall be
deemed a Permitted Encumbrance for all purposes hereunder.
ARTICLE 8
                         CONDITIONS PRECEDENT TO CLOSING


8.1   Purchaser's  Conditions  to  Closing.  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 Seller to Purchaser at
the  Closing  pursuant  to the  terms  and  conditions  hereof  shall  have been
delivered;


8.1.2 Each of the representations,  warranties and covenants of Seller contained
herein shall be true in all material respects as of the Closing Date;


8.1.3 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 Seller hereunder as of the Closing Date; and


8.1.4  Neither  Seller nor  Seller's  general  partner  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,  8.1.3 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, or (b)
if such failure  constitutes  a default by Seller,  exercise any of its remedies
pursuant to Section  10.2.  If the  condition  set forth in Section 8.1.2 is not
met,  Purchaser  may, as its sole and  exclusive  remedy,  (i) notify  Seller of
Purchaser's  election to  terminate  this  Contract  and receive a return of the
Deposit  from the Escrow  Agent,  or (ii) waive such  condition  and  proceed to
Closing on the Closing Date with no offset or deduction from the Purchase Price.


8.2 Seller's Conditions to Closing. Without limiting any of the rights of Seller
elsewhere  provided  for in this  Contract,  Seller's  obligation  to close with
respect to  conveyance of the 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 as of the Closing Date; and


8.2.4 Intentionally Omitted.



      If any of the foregoing  conditions  to Seller's  obligation to close with
respect to  conveyance of the Property  under this Contract are not met,  Seller
may (a) waive any of the  foregoing  conditions  and  proceed  to Closing on the
Closing Date, or (b) terminate this Contract, and, if such failure constitutes a
default by Purchaser, exercise any of its remedies under Section 10.1.


                                   ARTICLE 9
                                    BROKERAGE


9.1 Indemnity. Seller represents and warrants to Purchaser that it has not dealt
with any broker in connection  with this Contract and Purchaser  represents  and
warrants to Seller that it has dealt only with Mr.  Richard  Vidrio and Mr. Todd
Stofflet  of  Hendricks  &  Partners,   Purchaser's  broker  (the  "Broker")  in
connection with this Contract.  Purchaser represents and warrants to Seller that
other than Purchaser's dealings with Broker, it has not utilized the services of
any other real estate  broker,  sales person or finder in  connection  with this
Contract,  and Seller  represents  and  warrants  to  Purchaser  that it has not
utilized  the  services of any 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 Deed to
Purchaser.


9.2 Broker Commission.  Purchaser agrees to pay Broker a commission according to
the terms of a separate  contract.  Broker  shall not be deemed a party or third
party beneficiary of this Contract.


9.3 Broker Page. As a condition to Purchaser's  obligation to pay the commission
pursuant to Section 9.2,  Broker  shall  execute the  signature  page for Broker
attached hereto solely for purposes of confirming the matters set forth therein;
provided,   however,   that  (a)  Broker's  signature  hereon  shall  not  be  a
prerequisite to the binding nature of this Contract on Purchaser and Seller, and
the same shall become fully  effective  upon  execution by Purchaser and Seller,
and (b) the  signature of Broker will not be necessary to amend any provision of
this Contract.


9.4 Disclosure of Affiliation  with Purchaser.  Notwithstanding  anything to the
contrary contained herein,  Purchaser and Seller acknowledge that Mr. Paul Dietz
with  Hendricks & Partners  has an  affiliation  to the  purchasing  entity as a
principal in the entity  acquiring  the  Property,  and that except for Mr. Paul
Dietz, no other affiliate, employee or broker of Hendricks & Partners, as of the
Effective  Date, and as of the Closing,  will 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  the  Property  at the
Closing).


                                   ARTICLE 10
                              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 the  Seller  the
deliveries specified under Section 5.3 on the date required  thereunder,  or (c)
deliver the Purchase  Price at the time  required by Section  2.2.4 and close on
the purchase of the Property on the Closing Date, then,  immediately and without
notice or cure,  Purchaser shall forfeit the Deposit, and the Escrow Agent shall
deliver the Deposit to Seller,  and neither  party shall be obligated to proceed
with the purchase and sale of the Property. 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,  then
Purchaser  shall  forfeit the Deposit,  and the Escrow  Agent shall  deliver the
Deposit to 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,  Seller's  sole and  exclusive  remedy  for  Purchaser's
failure to perform  its  obligation  to  purchase  the  Property  or breach of a
representation  or warranty.  Seller  expressly  waives the remedies of specific
performance  and  additional  damages for such default by Purchaser.  SELLER AND
PURCHASER ACKNOWLEDGE THAT SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND
THAT THE DEPOSIT IS A REASONABLE  ESTIMATE OF SELLER'S DAMAGES  RESULTING FROM A
DEFAULT BY PURCHASER IN ITS  OBLIGATION  TO PURCHASE  THE  PROPERTY.  SELLER AND
PURCHASER FURTHER AGREE THAT THIS SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE
THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER'S 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  Seller,  prior  to  the  Closing,  defaults  in  its
representations,  warranties,  covenants,  or  obligations  under this Contract,
including  to sell the  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,  either (A)
this Contract shall terminate,  and all payments and things of value,  including
the  Deposit,  provided by  Purchaser  hereunder  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 upon 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 Deposit),  its direct and
actual  out-of-pocket  expenses and costs  (documented by paid invoices to third
parties) in  connection  with this  transaction,  which damages shall not exceed
$50,000 in aggregate, or (B) Purchaser may seek specific performance of Seller's
obligation to deliver the Deed pursuant to this Contract (but not damages, other
than its direct and actual  out-of-pocket  expenses and costs as  documented  by
paid invoices or other evidence of payment to third parties; provided,  however,
Seller  shall not be  responsible  for more than  $25,000 of such  out-of-pocket
expenses and costs)  incurred as a result of the delay in the Closing  resulting
from Seller's breach.  Purchaser agrees that it shall promptly deliver to 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 Seller pursuant
to the foregoing sentence.  SELLER 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 SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY
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   SELLER  FOR  ANY   BREACH  BY  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  THE  PROPERTY  UNLESS  AND  UNTIL IT HAS  IRREVOCABLY  ELECTED  TO SEEK
SPECIFIC  PERFORMANCE  OF THIS  CONTRACT  AND HAS FILED AN ACTION  SEEKING  SUCH
REMEDY.


                                   ARTICLE 11
                            RISK OF LOSS OR CASUALTY


11.1 Major  Damage.  In the event that the  Property is damaged or  destroyed by
fire or other  casualty  prior to  Closing,  and the cost of repair is more than
$300,000,  then  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  terminate  this  Contract  by
delivering  written notice to Seller.  In the event Purchaser fails to terminate
this Contract  within the foregoing  10-day period,  this  transaction  shall be
closed in accordance with the terms of this Contract for the full Purchase Price
notwithstanding  any such damage or destruction  and Purchaser shall receive all
insurance proceeds  pertaining thereto (plus a credit against the Purchase Price
in the amount of any  deductible  or self insured  amounts  payable by Seller in
connection therewith) at Closing.


11.2 Minor  Damage.  In the event that the  Property is damaged or  destroyed by
fire or other casualty prior to the Closing, and the cost of repair is less than
$300,000,  this transaction shall be closed in accordance with the terms of this
Contract,  notwithstanding the damage or destruction;  provided, however, Seller
shall make such repairs to the extent of any recovery from insurance  carried on
the Property if they can be reasonably  effected before the Closing.  Subject to
Section 11.3, if Seller is unable to effect such repairs,  then Purchaser  shall
receive all insurance  proceeds  pertaining  thereto (plus a credit  against the
Purchase Price in the amount of any  deductible  payable by Seller in connection
therewith) at Closing.


11.3  Repairs.  To the  extent  that  Seller  elects  to  commence  any  repair,
replacement or  restoration of the Property prior to Closing,  then 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 Deed to Purchaser.


                                   ARTICLE 12
                                 EMINENT DOMAIN


12.1 Eminent  Domain.  In the event that,  at the time of Closing,  any material
part of the 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  terminate  this
Contract by giving written notice within 10 days after Purchaser's  receipt from
Seller of notice of the occurrence of such event, and if Purchaser so terminates
this  Contract  shall  recover the  Deposit  hereunder  (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).  If Purchaser  fails to  terminate  this  Contract  within such 10-day
period,  this  transaction  shall be closed in accordance with the terms of this
Contract  for the full  Purchase  Price 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 the Property.


                                   ARTICLE 13
                                  MISCELLANEOUS


13.1 Binding  Effect of Contract.  This Contract  shall not be binding on either
party until executed by both Purchaser and Seller.  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 pre-requisite 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 or Seller
(other  than any  assignment  in  connection  with a 1031  exchange  pursuant to
Section 13.19), without first obtaining the prior written approval of the other,
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,  and (c) Seller is promptly notified
thereof, but in no event later than 10 days prior to Closing. 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 Seller  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 or  registered  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:

            TATES CREEK INVESTMENTS, LLC
            c/o Dietz Holdings LLC
            1025 East Maple Road, Suite 230
            Birmingham, MI  48009
            Attention:  Mr. Brian Dietz
            Telephone:  248  341-3999
            Facsimile:   248  646-3744

            and a copy to:

            Mark Krysinski, Esq.
            Jaffe, Raitt, Heuer and Weiss, P.C.
            One Woodward Avenue, Suite 2400
            Detroit, MI  48226
            Telephone  313  964-8398
            Facsimile    313  961-8358

            To Seller:

                                    c/o AIMCO
            4582 South Ulster Street Parkway, Suite 1100
            Denver, Colorado  80237
            Attention:  Mr. 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  300-3297

            and a copy to:

            Loeb & Loeb LLP
            10100 Santa Monica Boulevard, Suite 2200
            Los Angeles, California  90067
            Attention:  Karen N. Higgins, Esq.
            and Loretta Thompson, Esq.
            Facsimile:  310-282-2200

      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
            1980 Post Oak Boulevard, Suite 610
            Houston, Texas  77056
            Attention:  Wendy Howell, National Commercial Closing Specialist
            Telephone:  800-729-1906

      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 Kentucky 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 Contracts, 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. In the event that 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 Seller's lenders,  attorneys and accountants.
Any  information  and  Materials  provided by Seller 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  Seller's  prior written  authorization,  which may be
granted or denied in Seller's sole discretion. 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 superceded 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 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.  Seller  and  Purchaser  acknowledge  and agree  that the
purchase  and sale of the  Property  may be part of a  tax-free  exchange  under
Section  1031 of the Code for  either  Purchaser  or 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 Seller so elects to close the transfer
of the  Property  as an  exchange,  then (i)  Seller,  at its sole  option,  may
delegate its  obligations to transfer the 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 Seller  pursuant to
this Contract;  (iii) 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 Seller (or, if
applicable,  from other  affiliates  of Seller whom 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 the  Property as an exchange,
then (i) Purchaser,  at its sole option, may delegate its obligations to acquire
the  Property  under this  Contract,  and may  assign its rights to receive  the
Property  from  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 Seller; and (v) the closing of the acquisition of
the Property by Purchaser or the exchange accommodation titleholder, as the case
may be, shall be undertaken by direct deed from Seller (or, if applicable,  from
other  affiliates  of Seller whom  Seller  will cause to execute  such deeds) to
Purchaser (or to exchange accommodation titleholder, as the case may be).


13.20 No Personal  Liability  of  Officers,  Trustees or  Directors  of Seller's
Partners.  Purchaser  acknowledges  that this Contract is entered into by Seller
which is a Delaware limited liability company, and Purchaser agrees that none of
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. Seller 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 the Property  with any  third-party;  provided,  however,
that such  communications  are subject to the terms of this  Contract,  and that
Seller shall not enter into any contract or binding  Contract with a third-party
for  the  sale  of the  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 Property may be subject to
the federal  Americans With  Disabilities Act (the "ADA"),  and the federal Fair
Housing Act (the  "FHA").  The ADA which  requires,  among other  matters,  that
tenants  and/or owners of "public  accommodations"  remove  barriers in order to
make the Property  accessible to disabled persons and provide auxiliary aids and
services  for  hearing,  vision  or speech  impaired  persons.  Seller  makes no
warranty,  representation  or  guarantee of any type or kind with respect to the
Property's  compliance  with the ADA or the FHA (or any  similar  state or local
law), and Seller expressly disclaims 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 Seller's prior written
consent,  which  consent may be withheld at  Seller's  sole  discretion.  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 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 Seller 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 Seller
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
prevailing  party and charge the cost of  arbitration  to the party which is not
the prevailing  party.  Notwithstanding  anything  herein to the contrary,  this
Section  13.25 shall not prevent  Purchaser or Seller 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.  In accordance with the provisions set forth in Section 3.5.4
regarding AIMCO Marks,  Purchaser  agrees that Seller,  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, at any time, solicit any of
Seller's affiliates'  employees located at any property within a 100 mile radius
of the  Property  owned by such  affiliates  for  potential  employment.  Seller
acknowledges that Purchaser shall not be permitted to solicit Seller's employees
located at the Property  until after the expiration of the  Feasibility  Period,
and Seller shall have no obligation to provide  Purchaser  with any  information
and employee  benefits with respect to the any of Seller's  employees located at
the  Property  until  after  the  expiration  of  the  Feasibility  Period.  Any
information  requested by Purchaser  pursuant to the foregoing sentence shall be
made in  writing  to Seller and  Seller  shall use all  commercially  reasonable
efforts to deliver or make  available to Purchaser  such  information  within 10
days of receipt of notice thereof.


13.28  Survival.  Except for (a) all of the provisions of this Article 13 (other
than Section  13.19,  13.21 and 13.23),  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 the Property 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 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 Seller 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  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 Seller to pay any amount  pursuant to
this Contract to Purchaser under any  circumstance,  that amount shall be deemed
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  Seller is required  to return the  Initial  Deposit,  Additional
Deposit  or other  amounts to  Purchaser,  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.


ARTICLE 14
                           LEAD-BASED PAINT DISCLOSURE


14.1 Disclosure.  Seller 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 Deed to Purchaser.


14.2  Consent  Agreement.  Testing  (the  "Testing")  has been  performed at the
Property with respect to lead-based  paint.  Law Engineering  and  Environmental
Services, Inc. performed the Testing and reported its findings in the Lead-Based
Paint  Risk  Assessment  Report  dated  May 12,  2003,  a copy of which has been
delivered to Purchaser (the "Report").  The Report  discloses and identifies the
presence of lead-based  paint  components  and  lead-based  paint hazards on the
Property,  using the Federal Lead Standards and states that the Property is free
of (a) dust  lead  hazards  and (b) 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 acknowledges  receipt of
that certain Consent Agreement (the "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 Apartment Investment and Management Company ("AIMCO") (executed December 18,
2001).  Purchaser  acknowledges and agrees that (1) after Closing, the Purchaser
and the Property  shall be subject to the Consent  Agreement and the  provisions
contained  herein related  thereto and (2) that 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.  Purchaser  and
Seller hereby agree and acknowledge  that after the Closing,  (a) Seller and the
Property  shall  remain  subject to the  Consent  Agreement  and the  provisions
contained therein and related thereto, and (b) the Testing has been performed by
Seller and Purchaser's only ongoing obligations after the Closing shall be those
related to  maintaining  the subject  Property in accordance  with relevant laws
concerning lead-based paint.



      NOW,  THEREFORE,  the parties hereto have executed this Contract as of the
date first set forth above.

                                     Seller:

                                    CCIP TATES CREEK VILLAGE, L.L.C.,
                                    a Delaware limited liability company

                                    By:   Consolidated Capital Institutional
                                          Properties, L.P., a California
                                          limited partnership, its sole member

                                          By:   ConCap Equities, Inc.,
                                                a Delaware corporation
                                                its general partner

                                                By:/s/Brian J. Bornhorst
                                                Name: Brian J. Bornhorts
                                                Its: Vice President



                                   Purchaser:

                                    TATES CREEK INVESTMENTS, LLc,
                                    a Michigan limited liability company

                                    By:   Dietz Holdings, LLC,
                                          a Michigan limited liability
                                          company,
                                          its sole member

                                          By:   Dietz Management Company,
                                                a Michigan corporation,
                                                its managing member



                                                By:/s/Brian M. Dietz,
                                                   President
                                                   Brian M. Dietz, President





<PAGE>








                           ESCROW AGENT SIGNATURE PAGE

      The  undersigned  executes  the Contract to which this  signature  page is
attached  for the purpose of agreeing  to the  provisions  of Section 2.3 of the
Contract, and hereby establishes April 13, 2004 as the date of opening of escrow
and designates 02161187 as the escrow number assigned to this escrow.

                                    ESCROW AGENT:

                                    STEWART TITLE GUARANTY COMPANY


                                    By: /s/Wendy Howell
                                    Name: Wendy Howell
                                    Title: National Commercial Closing
                                           Specialist



<PAGE>



                              BROKER SIGNATURE PAGE

      The undersigned  Broker hereby executes this Broker  Signature Page solely
to confirm  the  following:  (a) Broker  represents  only the  Purchaser  in the
transaction  described in the Contract to which this signature page is attached,
(b) Broker  acknowledges  that the only compensation due to Broker in connection
with the  transaction  described in the Contract to which this signature page is
attached is as set forth in a separate  agreement  between  Purchaser and Broker
payable  at the  Closing,  and (c)  Broker  represents  and  warrants  to Seller
(subject  to  Purchaser's  representation  and  warranty as set forth in Section
6.5.5  of the  Contract  and the  disclosure  set  forth in  Section  9.4 of the
Contract)  that Broker and its  affiliates  (i) has not and will not receive any
other  compensation  (cash or  otherwise)  from or on  behalf  of  Seller or any
affiliate thereof in connection with the transaction,  (ii) 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 of the Contract,  acquires the Property at the Closing),  (iii) nor
has 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.



                                     Broker:

                                    HENDRICKS & PARTNERS

                                    By: /s/Rick Vidrio
                                    Name:  Rick Vidrio
                                    Title: Associate Partner



                                    By: /s/Todd Stofflet
                                    Name:  Todd Stofflet
                                    Title: Senior Investment Advisor
<PAGE>

Exhibit 10.37


                   AMENDMENT OF PURCHASE AND SALE CONTRACT

                   (Tates Creek Village Apartments, Kentucky)


      THIS AMENDMENT OF PURCHASE AND SALE CONTRACT ("Amendment") is entered into
as of the 27th day of May, 2004 (the "Effective Date") by and between CCIP TATES
CREEK VILLAGE,  L.L.C., a Delaware limited liability company, having a principal
address at 4582 South Ulster Street Parkway, Suite 1100, Denver,  Colorado 80237
("Seller")  and TATES  CREEK  INVESTMENTS,  LLC,  a Michigan  limited  liability
company,  having a  principal  address  at 1025  East  Maple  Road,  Suite  230,
Birmingham, Michigan 48009 ("Purchaser").

                                    RECITALS

A. Seller and Purchaser  entered into a Purchase and Sale  Contract  dated as of
April 13, 2004,  (the  "Contract"),  pursuant to which Seller  agreed to sell to
Purchaser,  and Purchaser  agreed to buy from Seller the Property (as defined in
the Contract).

B.  Pursuant to the  Contract,  Purchaser  delivered  to Escrow Agent an earnest
money  deposit of  $69,800.00  (the "Initial  Deposit"),  which Initial  Deposit
continues to be held by Escrow Agent.

C. Seller and Purchaser desire to modify the Contract  pursuant to the terms set
forth below.

D. All  capitalized  terms not otherwise  defined herein shall have the meanings
ascribed to them in the Contract.

            NOW  THEREFORE,   for  valuable   consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
Seller and Purchaser agree as follows:

                                   AGREEMENTS

1. Closing Credit.  Provided that Purchaser  complies with its obligations under
the Contract, Purchaser shall receive a credit in the amount of $175,000.00 (the
"Credit")  against  the  Purchase  Price  at  Closing.  2.  Additional  Deposit.
Concurrently  with the execution of this Amendment,  Purchaser shall deliver the
Additional  Deposit of  $69,800.00  to Escrow  Agent,  which  together  with the
Initial Deposit shall be held, credited and disbursed in the manner provided for
in the Contract  with respect to the Deposit.  3. Waiver of  Feasibility  Period
Contingencies.  Purchaser hereby  acknowledges  that the Feasibility  Period has
expired, and that all contingencies relating to the Feasibility Period have been
satisfied  or waived by Purchaser as of the  Effective  Date of this  Amendment.
Additionally,  Purchaser hereby  acknowledges and agrees that all  contingencies
relating to  Purchaser's  review of the Title  Commitment  and  Survey,  as more
particularly  set forth in  Section  4.1,  Section  4.2 and  Section  4.3 of the
Contract,  have  been  waived  by  Purchaser  as of the  Effective  Date of this
Amendment.
4.  Effectiveness  of Contract.  Except as modified by this  Amendment,  all the
terms of the Contract shall remain unchanged and in full force and effect.

5.  Counterparts.  This  Amendment  may be  executed  in  counterparts,  and all
counterparts together shall be construed as one document.

6. Telecopied Signatures. A counterpart of this Amendment signed by one party to
this  Amendment  and  telecopied  to the other  party to this  Amendment  or its
counsel (i) shall have the same effect as an original signed counterpart of this
Amendment,   and  (ii)  shall  be  conclusive  proof,   admissible  in  judicial
proceedings, of such party's execution of this Amendment.





                  [Remaining Page Left Intentionally Blank]


<PAGE>


      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment
of Purchase and Sale Contract as of the date first above stated.


                                     Seller:

                                    CCIP TATES CREEK VILLAGE, L.L.C.,
                                    a Delaware limited liability company

                                    By:   Consolidated Capital Institutional
                                          Properties, L.P., a California
                                          limited partnership, its sole member

                                          By:   ConCap Equities, Inc.,
                                                a Delaware corporation
                                                its general partner


                                                By:/s/ Brian J. Bornhorst
                                                Name: Brian J. Bornhorst
                                                Its: Vice President





                                   Purchaser:


                                    TATES CREEK INVESTMENTS, LLc,
                                    a Michigan limited liability company


                                    By:   Dietz Holdings, LLC,
                                          a Michigan limited liability
                                          company,
                                          its sole member


                                          By:   Dietz Management Company,
                                                a Michigan corporation,
                                                its managing member


                                                By: /s/Brian M. Dietz,
                                                    President
                                                    Brian M. Dietz, President