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 March 31, 2004


[ ]   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
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___

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>

                                                            March 31,    December 31,
                                                               2004          2003
                                                           (Unaudited)      (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $ 4,204        $ 2,417
   Receivables and deposits                                       429           404
   Restricted escrows                                             990           922
   Other assets                                                 1,941           999
   Investment in affiliated partnerships (Note D)               1,050           992
   Investment properties:
      Land                                                     21,814        22,780
      Buildings and related personal property                  96,759       100,078
                                                              118,573       122,858
      Less:  Accumulated depreciation                         (24,407)      (23,194)
                                                               94,166        99,664
                                                             $102,780      $105,398
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                           $ 636          $ 211
   Tenant security deposit liabilities                            918           964
   Accrued property taxes                                         339           564
   Other liabilities                                            1,460         1,499
   Due to affiliates (Note C)                                     665           255
   Mortgage notes payable                                      71,250        75,195
                                                               75,268        78,688
Partners' Capital
   General partner                                                136            128
   Limited partners (199,043.2 units issued and
      outstanding)                                             27,376        26,582
                                                               27,512        26,710
                                                             $102,780      $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
                                                                       March 31,
                                                                2004         2003
Revenues:                                                                 (Restated)
<S>                                                           <C>         <C>
   Rental income                                              $ 5,705     $ 3,747
   Other income                                                   503         284
      Total revenues                                            6,208       4,031
Expenses:
   Operating                                                    2,906       1,913
   General and administrative                                     263         258
   Depreciation                                                 1,411         980
   Interest                                                     1,210         851
   Property taxes                                                 458         226
      Total expenses                                            6,248       4,228

Loss from continuing operations                                   (40)       (197)
(Loss) income from discontinued operations (Notes A and E)       (649)         24
Gain on sale of discontinued operations (Note E)                1,433          --
Equity in income of investment (Note D)                            58         350
Net income                                                    $   802     $   177
Net income allocated to general partner (1%)                  $     8     $     2
Net income allocated to limited partners (99%)                    794         175
                                                              $   802     $   177

Per limited partnership unit:
Loss from continuing operations                                 (0.20)       (.98)
(Loss) income from discontinued operations                      (3.23)        .12
Gain on sale of discontinued operations                          7.13          --
Equity in income from investment                                 0.29        1.74
Net income per limited partnership unit                       $  3.99     $   .88

Distributions per limited partnership unit                    $    --     $  9.99

         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

Net income for the three
   months ended March 31, 2004              --            8           794         802

Partners' capital at
   March 31, 2004                    199,043.20     $   136      $ 27,376    $ 27,512

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                   2004      2003
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 802        $ 177
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    1,452       1,019
   Amortization of loan costs, lease commissions and
    mortgage premiums                                                (35)        (18)
   Equity in income of investment                                    (58)       (350)
   Gain on sale of discontinued operations                        (1,433)         --
   Loss on early extinguishment of debt                              685          --
   Change in accounts:
      Receivables and deposits                                       (25)        229
      Other assets                                                (1,007)       (694)
      Accounts payable                                               241         324
      Tenant security deposit liabilities                            (46)         (7)
      Accrued property taxes                                        (225)       (100)
      Other liabilities                                              (39)       (198)
      Due to affiliates                                               77          --
       Net cash provided by operating activities                     389         382

Cash flows from investing activities:
  Net proceeds from sale of discontinued operations                6,501          --
  Net (deposits to) receipts from restricted escrows                 (68)          2
  Property improvements and replacements                            (503)       (357)
  Principal receipts on Master Loan                                   --          15
  Distributions from affiliated partnerships                          --         258
       Net cash provided by (used in) investing activities         5,930         (82)

Cash flows from financing activities:
  Distributions to partners                                           --      (1,993)
  Payments on mortgage notes payable                                (407)       (258)
  Repayment of mortgage note payable                              (3,248)         --
  Prepayment penalties                                              (871)         --
  Lease commissions, paid                                             (6)        (12)
       Net cash used in financing activities                      (4,532)     (2,263)

Net increase (decrease) in cash and cash equivalents               1,787      (1,963)
Cash and cash equivalents at beginning of period                   2,417       3,175
Cash and cash equivalents at end of period                      $ 4,204      $ 1,212

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,234       $ 934
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                        $ 84        $ --

         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 month
period ended March 31, 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 sale of  Silverado  Apartments  to an  unrelated  third party
during the three months ended March 31, 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  statement of
operations  for the three  months  ended March 31, 2003 has been  restated as of
January 1, 2003 to reflect the  operations  of  Silverado  Apartments  as (loss)
income from discontinued operations of approximately  $(649,000) and $24,000 for
the three months ended March 31, 2004 and 2003, respectively, including revenues
of approximately $338,000 and $341,000, respectively.

Segment Reporting: Statement of Financial Accounting Standards ("SFAS") 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 were 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 months ended March 31, 2004 and 2003. The
results of operations for the four properties foreclosed on in November 2003 are
included in the three months ended March 31, 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  $440,000 for the three months
ended  March 31,  2003.  Interest  income  was  recognized  on the cash basis as
required by SFAS 114.

During  the  three  months  ended  March  31,  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 three months ended March 31, 2003.

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 $323,000 and $234,000 for
the three months ended March 31, 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 $192,000 and $129,000 for the
three  months ended March 31, 2004 and 2003,  respectively  which is included in
general and administrative  expenses.  Approximately $333,000 was payable to the
General Partner at March 31, 2004 and is included in due to affiliates.

In connection with the sale of Silverado Apartments on March 31, 2004 (see "Note
E"), the General Partner earned a disposition fee of approximately $332,000. 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  2004,  the  Partnership  anticipates  its cost  for  insurance
coverage and fees associated with policy claims administration provided by AIMCO
and its affiliates will be approximately  $190,000.  The Partnership was charged
approximately $212,000 for 2003.

Note D - Investment in Affiliated Partnerships

<TABLE>
<CAPTION>

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage      March 31, 2004
                                                                     (in thousands)
Consolidated Capital            Non-controlling
<S>                                                    <C>                <C>
  Growth Fund                    General Partner       0.40%              $ 14
Consolidated Capital            Non-controlling
  Properties III                 General Partner       1.85%                 30
Consolidated Capital            Non-controlling
  Properties IV                  General Partner       1.85%              1,006
                                                                          $1,050
</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 three months ended March 31, 2004,  the  Partnership
recognized  approximately  $58,000 in equity in income of investment  related to
the sale of a property  in  Consolidated  Capital  Properties  IV.  There was no
distribution  associated with this sale. During the three months ended March 31,
2003, the Partnership received  approximately $258,000 in distributions from two
of the partnerships.  Approximately $243,000 of the distributions 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 an unaffiliated  third party for $6,650,000.  After payment of
closing  costs,  the  net  sales  proceeds  received  by  the  Partnership  were
approximately  $6,501,000.  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
$1,433,000  during the three  months  ended March 31,  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) income from
discontinued   operations.   Pursuant  to  the  Partnership   Agreement  and  in
conjunction  with the sale,  a  disposition  fee of  approximately  $332,000 was
earned by the General Partner in accordance with the Partnership Agreement which
was accrued and included in due to  affiliates.  The fee was paid  subsequent to
March 31, 2004.  The results of the  property's  operations for the three months
ended March 31, 2004 and 2003 are  included in (loss)  income from  discontinued
operations  which was  approximately  ($649,000) and $24,000,  respectively  and
includes revenues of approximately $338,000 and $341,000, 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 eight  apartment  complexes  one  each in North  Carolina,
Colorado,  Kansas,  and Kentucky,  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 five 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 months ended March 31, 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>

                 2004                  Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 5,361       $ 344       $ --     $ 5,705
Other income                                 471           31         1         503
Equity in income of investment                --           --        58          58
Interest expense                           1,154           56        --       1,210
Depreciation                               1,352           59        --       1,411
General and administrative
  expenses                                    --           --       263         263
Gain on sale of investment                 1,433           --        --       1,433
Loss from discontinued operations           (649)          --        --        (649)
Segment profit (loss)                      1,212         (206)     (204)        802
Total assets                              97,256        1,409     4,115     102,780
Capital expenditures for
  investment properties                      289          298        --         587
</TABLE>

<TABLE>
<CAPTION>

                 2003                  Residential  Commercial    Other       Totals
                                        (Restated)                          (Restated)
<S>                                      <C>           <C>         <C>       <C>
Rental income                            $ 3,489       $ 258       $ --      $ 3,747
Other income                                 257           27        --          284
Equity in income of investment                --           --       350          350
Interest expense                             795           56        --          851
Depreciation                                 938           42        --          980
General and administrative
  expenses                                    --           --       258          258
Income from discontinued operations           24           --        --           24
Segment profit (loss)                        203         (152)      126          177
Total assets                              64,477          867     15,894      81,238
Capital expenditures for
  investment properties                      340          17         --          357
</TABLE>

Note G - 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.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

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 Managing 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.
Discovery is currently underway.

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.

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.

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
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 nine 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 three months ended March 31, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      The Loft Apartments (3)                       86%        81%
        Raleigh, North Carolina
      The Sterling Apartment Homes (3)              96%        91%
      The Sterling Commerce Center (1)              74%        54%
        Philadelphia, Pennsylvania
      The Knolls Apartments (2)                     73%        82%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (2)           88%        91%
         Overland Park, Kansas
      Tates Creek Village Apartments (3)            91%        86%
         Lexington, Kentucky
      Plantation Gardens Apartments                 88%        90%
         Plantation, Florida
      Palm Lake Apartments (3)                      96%        91%
         Tampa, Florida
      The Dunes Apartments (3)                      95%        90%
         Indian Harbor, Florida
      Regency Oaks Apartments                       93%        92%
         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 and
      Indian Creek Village 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,  The Sterling Apartment Homes, Tates Creek Village Apartments,
      Palm Lake 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 income for the three  months  ended  March 31,  2004 was
approximately  $802,000 compared to net income of approximately $177,000 for the
corresponding  period in 2003.  The  increase in net income for the three months
ended March 31, 2004 as  compared  to the three  months  ended March 31, 2003 is
primarily due to the gain on the sale of Silverado  Apartments  during the three
months ended March 31, 2004 and an increase in total revenues  partially  offset
by an increase in total  expenses,  a decrease in equity in income of investment
and a decrease in income from discontinued operations.

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas,  to an unaffiliated  third party for $6,650,000.  After payment of
closing  costs,  the  net  sales  proceeds  received  by  the  Partnership  were
approximately  $6,501,000.  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
$1,433,000  during the three  months  ended March 31,  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) income from
discontinued   operations.   Pursuant  to  the  Partnership   Agreement  and  in
conjunction with the sale a disposition fee of approximately $332,000 was earned
by the General Partner in accordance  with the  Partnership  Agreement which was
accrued and included in due to affiliates.  The fee was paid subsequent to March
31, 2004.

As a result of the sale of  Silverado  Apartments  to an  unrelated  third party
during the three months ended March 31, 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  statement of
operations  for the three  months  ended March 31, 2003 has been  restated as of
January 1, 2003 to reflect the  operations  of  Silverado  Apartments  as (loss)
income from discontinued operations of approximately  $(649,000) and $24,000 for
the three months ended March 31, 2004 and 2003, respectively, including revenues
of approximately $338,000 and $341,000, respectively.

<PAGE>

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.

Exclusive of the items related to the operations of the  foreclosed  properties,
the Partnership  recognized a net loss from continuing  operations for the three
months  ended March 31, 2004 of  approximately  $112,000  compared to net income
from  continuing  operations  of  approximately  $153,000 for the  corresponding
period in 2003.  The decrease in net income from  continuing  operations for the
three  months  ended March 31, 2004 as compared to the three  months ended March
31, 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 foreclosed  properties,  increased  during the
three  months  ended March 31, 2004  primarily  due to  increases  in  operating
expenses and property tax expense partially offset by a decrease in depreciation
expense.  Operating  expenses  increased during the three months ended March 31,
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 Knolls Apartments,  Indian Creek Apartments and Tates Creek
Village  Apartments.  Property tax expense increased primarily due to the timing
of the receipt of the tax bills,  which affected the recording of the associated
accrual  at March 31,  2003 at Indian  Creek  Village  Apartments.  Depreciation
expense  decreased due to capital  improvements and replacements  becoming fully
depreciated at The Sterling during 2003.

General and administrative  expenses remained  relatively constant for the three
month  periods  ended  March  31,  2004 and 2003 as  increases  in the  costs of
services  included in the management  reimbursements  to the General  Partner as
allowed  under the  Partnership  Agreement  were  offset by  reduced  legal fees
associated  with the  foreclosures  of the properties  held by CCEP during 2003.
Also included in general and administrative  expenses for the three months ended
March 31,  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 foreclosed properties,  during
the three months ended March 31, 2004 is primarily  due to an increase in rental
income. Rental income increased primarily due to an increase in occupancy at The
Sterling  Apartment  Homes and Commerce  Center,  The Loft  Apartments and Tates
Creek Village  Apartments and a decrease in bad debt expense at The Sterling and
Indian Creek Village  Apartments  partially offset by a decrease in rental rates
at The Sterling  Commerce Center,  The Loft Apartments and The Knolls Apartments
and a decrease in occupancy at Indian Creek Village and The Knolls Apartments.

Equity in income from  investment  for the three months ended March 31, 2004 and
2003 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 March 31, 2003. The Partnership
assumed  investments in three affiliated  partnerships during the foreclosure of
investment  properties  from CCEP as  discussed  above.  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
three months  ended March 31, 2004,  the  Partnership  recognized  approximately
$58,000 in equity in income of  investment  related to the sale of a property in
Consolidated  Capital  Properties IV. There was no distribution  associated with
this  sale.  During the three  months  ended  March 31,  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.

Liquidity and Capital Resources

At  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $4,204,000 compared to approximately $1,212,000 at March 31, 2003.
Cash and cash equivalents increased approximately  $1,787,000 since December 31,
2003 due to approximately  $5,930,000 and $389,000 of cash provided by investing
and  operating  activities,  respectively,  partially  offset  by  approximately
$4,532,000  of cash used in  financing  activities.  Cash  provided by investing
activities consisted of proceeds from the sale of Silverado Apartments partially
offset by property  improvements  and  replacements  and net  deposits to escrow
accounts maintained by the mortgage lenders.  Cash used in financing  activities
consisted  of  principal   payments  made  on  the  mortgages   encumbering  the
Partnership's properties,  repayment of the mortgage note payable as a result of
the  sale  of  Silverado   Apartments,   prepayment  penalties  paid  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 various  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.  Such assets are
currently  thought to be sufficient for any near-term needs of the  Partnership.
The General  Partner  monitors  developments in the area of legal and regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. 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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately $17,000 of capital improvements at The Loft 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
$84,000 in capital  improvements  during the remainder of 2004.  The  additional
capital  improvements  will consist primarily of roof replacement and structural
improvements.  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 Sterling Apartment Homes and Commerce Center

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $346,000 of capital  improvements at The Sterling Apartment Homes
and Commerce Center, consisting primarily of tenant improvements, floor covering
replacements and heating 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
$247,000 in capital  improvements  during the remainder of 2004.  The additional
capital improvements will consist primarily of electrical and plumbing upgrades,
air  conditioning  unit  replacements  and structural  improvements.  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 Knolls Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $35,000  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  $109,000 in capital
improvements  during the remainder of 2004. The additional capital  improvements
will  consist  primarily  of  interior  and  exterior   building   improvements.
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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately $21,000 of capital improvements at Indian Creek Village 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 $130,000 in capital  improvements during the remainder of
2004.  The  additional  capital  improvements  will  consist  primarily  of roof
replacement and fitness equipment. 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.

Tates Creek Village Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $15,000 of capital improvements at Tates Creek Village Apartments
consisting primarily of floor covering and HVAC 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 $97,000 in capital  improvements  during the remainder of
2004. The additional capital improvements will consist primarily of interior and
exterior building  improvements.  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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $24,000 of capital  improvements at Plantation Gardens Apartments
consisting  primarily  of  floor  covering  and  appliance  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 $181,000 in capital  improvements during the remainder
of 2004. The additional capital  improvements will consist primarily of interior
and exterior building  improvements.  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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately $23,000 of capital improvements at Palm Lake Apartments consisting
primarily of 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 $60,000 in capital  improvements  during the remainder
of 2004.  The additional  capital  improvements  will consist  primarily of roof
replacement, swimming pool and structural improvements.  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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately $24,000 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
$86,000 in capital  improvements  during the remainder of 2004.  The  additional
capital  improvements will consist primarily of security  equipment and swimming
pool improvements.  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  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $74,000  of  capital  improvements  at  Regency  Oaks  Apartments
consisting  primarily of floor  covering,  air  conditioning  unit and appliance
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  $115,000  in capital
improvements  during the remainder of 2004. The additional capital  improvements
will  consist  primarily  of  interior  and  exterior   building   improvements.
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  three  months  ended  March 31,  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 an unrelated  third party on March
31, 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
$71,250,000  requires  monthly  payments of  principal  and interest and balloon
payments of approximately  $3,903,000,  $19,975,000 and $34,057,000 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 three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     Three Months     Per Limited      Three Months     Per Limited
                        Ended         Partnership         Ended         Partnership
                    March 31, 2004        Unit        March 31, 2003        Unit
<S>                    <C>              <C>              <C>               <C>
Operations             $   --           $   --           $  362            $ 1.80
Sale (1)                   --               --            1,631              8.19
                       $   --           $   --           $1,993            $ 9.99
</TABLE>

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

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 any 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 129,695.10 limited partnership units
(the "Units") in the Partnership representing 65.16% of the outstanding Units at
March 31, 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. In this regard on February 20, 2004,
AIMCO Properties, L.P. commenced a tender offer to acquire any and all units for
a purchase  price of $239.13 per Unit.  The tender  offer will expire on May 14,
2004. 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 65.16% 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.

<PAGE>

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.

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 March 31, 2004, a 100 point  increase or decrease in
market interest rates would not have a material impact on the Partnership.


<PAGE>



The following table summarizes the  Partnership's  debt obligations at March 31,
2004. The interest rates represent the weighted-average rates. The fair value of
the debt obligations approximated the recorded value as of March 31, 2004.

                         Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                            Long-term        Average Interest
                               Debt             Rate 7.67%
                                              (in thousands)

                               2004            $  1,283
                               2005               5,731
                               2006               1,886
                               2007               2,035
                               2008              22,060
                            Thereafter           36,204
                              Total            $ 69,199

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 Managing  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.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

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 Managing 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.
Discovery is currently underway.

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.


<PAGE>



ITEM 6.     Exhibits and Reports on Form 8-K

            a) Exhibits:

                  S-K Reference
                               Number Description

                        Exhibit           3.1     Certificate     of     Limited
                                          Partnership,   as   amended   to  date
                                          (Exhibit 3 to the Registrant's  Annual
                                          Report on Form 10-K for the year ended
                                          December  31,  1991,  is  incorporated
                                          herein by reference).

                        Exhibit           3.2 Agreement of Limited  Partnership,
                                          incorporated   by   reference  to  the
                                          Registration    Statement    of    the
                                          Registrant  (File No.  2-72384)  filed
                                          April 23, 1981, as amended to date.

                        Exhibit           3.3 Fee  Owner's  Limited  Partnership
                                          Agreement   dated  November  14,  1990
                                          (incorporated by reference to the 1990
                                          Annual Report).

                        Exhibit           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.

                        Exhibit           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.

                        Exhibit           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.

                        Exhibit           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.

                        Exhibit           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.

                        Exhibit           32.1  Certification   Pursuant  to  18
                                          U.S.C.   Section   1350,   as  Adopted
                                          Pursuant   to   Section   906  of  the
                                          Sarbanes-Oxley Act of 2002.

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

            b)    Reports on Form 8-K filed  during the quarter  ended March 31,
                  2004:

                  None filed during the quarter ended March 31, 2004.


<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/Thomas M. Herzog
                                           Thomas M. Herzog
                                           Senior Vice President
                                          and Chief Accounting Officer

                                 Date:   May 13, 2004


<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: May 13, 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, Thomas M. Herzog, 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: May 13, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior  Vice  President  and Chief
                                    Accounting   Officer   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
March 31, 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 Thomas M. Herzog, 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:  May 13, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 13, 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 10.33



                           PURCHASE AND SALE CONTRACT

                                     BETWEEN


                 CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.,

                        a California limited partnership


                                    AS SELLER


                                       AND

                        CASH INVESTMENTS OF EL PASO, LLC,
                        a Texas limited liability company

                                  AS PURCHASER

                              SILVERADO APARTMENTS

<PAGE>


                                TABLE OF CONTENTS

                                                                         Page(s)

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..............................6
ARTICLE 3 FEASIBILITY PERIOD.................................................8
  3.1       Feasibility Period...............................................8
  3.2       Expiration of Feasibility Period.................................8
  3.3       Conduct of Investigation.........................................9
  3.4       Purchaser Indemnification........................................9
  3.5       Property Materials..............................................10
  3.6       Property Contracts..............................................10
ARTICLE 4 TITLE.............................................................11
  4.1       Title Documents.................................................11
  4.2       Survey..........................................................11
  4.3       Objection and Response Process..................................11
  4.4       Permitted Exceptions............................................12
  4.5       Assumed Encumbrances............................................12
ARTICLE 5 CLOSING...........................................................14
  5.1       Closing Date....................................................14
  5.2       Seller Closing Deliveries.......................................14
  5.3       Purchaser Closing Deliveries....................................15
  5.4       Closing Prorations and Adjustments..............................16
  5.5       Post Closing Adjustments........................................19
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER............19
  6.1       Seller's Representations........................................19
  6.2       AS-IS...........................................................20
  6.3       Survival of Seller's Representations............................21
  6.4       Definition of Seller's Knowledge................................21
  6.5       Representations And Warranties Of Purchaser.....................22
ARTICLE 7 OPERATION OF THE PROPERTY.........................................22
  7.1       Leases and Property Contracts...................................22
  7.2       General Operation of Property...................................23
  7.3       Liens...........................................................23
ARTICLE 8 CONDITIONS PRECEDENT TO CLOSING...................................23
  8.1       Purchaser's Conditions to Closing...............................23
  8.2       ................................................................24
ARTICLE 9 BROKERAGE.........................................................24
  9.1       Indemnity.......................................................24
  9.2       Survival........................................................24
  9.3       Broker Signature Page...........................................24
  9.4       Texas Real Estate License Act...................................25
ARTICLE 10 DEFAULTS AND REMEDIES............................................25
  10.1      Purchaser Default...............................................25
  10.2      Seller Default..................................................25
ARTICLE 11 RISK OF LOSS OR CASUALTY.........................................26
  11.1      Major Damage....................................................26
  11.2      Minor Damage....................................................26
  11.3      Repairs.........................................................26
ARTICLE 12 EMINENT DOMAIN...................................................27
  12.1      Eminent Domain..................................................27
ARTICLE 13 MISCELLANEOUS....................................................27
  13.1      Binding Effect of Contract......................................27
  13.2      Exhibits And Schedules..........................................27
  13.3      Assignability...................................................27
  13.4      Binding Effect..................................................27
  13.5      Captions........................................................27
  13.6      Number And Gender Of Words......................................28
  13.7      Notices.........................................................28
  13.8      Governing Law And Venue.........................................29
  13.9      Entire Agreement................................................30
  13.10     Amendments......................................................30
  13.11     Severability....................................................30
  13.12     Multiple Counterparts/Facsimile Signatures......................30
  13.13     Construction....................................................30
  13.14     Confidentiality.................................................30
  13.15     Time Of The Essence.............................................31
  13.16     Waiver..........................................................31
  13.17     Attorneys Fees..................................................31
  13.18     Time Periods....................................................31
  13.19     1031 Exchange...................................................31
  13.20     No Personal Liability of Officers, Trustees or directors of
  Seller's Partners.........................................................32
  13.21     No Personal Liability of Officers, Trustees or directors of
  Purchaser's Partners......................................................32
  13.22     No Exclusive Negotiations.......................................32
  13.23     ADA Disclosure..................................................32
  13.24     No Recording....................................................32
  13.25     Relationship of Parties.........................................32
  13.26     Dispute Resolution..............................................33
  13.27     AIMCO Marks.....................................................33
  13.28     Non-Solicitation of Employees...................................33
  13.29     Survival........................................................33
  13.29     Multiple Purchasers.............................................33
ARTICLE 14 LEAD-BASED PAINT DISCLOSURE......................................34
  14.1      Disclosure......................................................34
  14.2      Consent Agreement...............................................34

<PAGE>

                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT ("Purchase  Contract") is made and entered
into as of the 8th day of December,  2003 (the "Effective  Date") by and between
CONSOLIDATED  CAPITAL EQUITY PARTNERS,  L.P., a California limited  partnership,
having an address at 4582 South  Ulster  Street  Parkway,  Suite  1100,  Denver,
Colorado 80237 ("Seller"), and CASH INVESTMENTS OF EL PASO, LLC, a Texas limited
liability  company,  having  a  principal  address  at 8201  Lockheed,  Spectrum
Building, El Paso, Texas 79925 ("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 El Paso County,  Texas,  as
more particularly described in Exhibit A attached hereto and made a part hereof,
and the improvements thereon, commonly known as Silverado Apartments.

      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

      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 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).

1.1.5  ....."Assumed  Deed of Trust" shall have the meaning set forth in Section
4.5.1.

1.1.6  ....."Assumed  Encumbrances"  shall have the meaning set forth in Section
4.5.1.

1.1.7  ....."Assumed Loan Documents" shall have the meaning set forth in Section
4.5.1.

1.1.8  ....."Assumption  Guidelines"  shall mean the Lender's  requirements  and
conditions to obtaining its approval and consent to the  assumption by Purchaser
of the  Existing  Financing  (and  to  the  release  of  Seller  from  liability
thereunder)  at the Closing,  as provided to  Purchaser  and Seller prior to the
expiration of the Feasibility Period.

1.1.9  ....."Broker" [Intentionally Omitted]..

1.1.10  ...."Business  Day"  means any day other  than a  Saturday  or Sunday or
Federal holiday or legal holiday in the States of Colorado and State of Texas.

1.1.11 ...."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.

1.1.12  ...."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.

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

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

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

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

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

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

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

1.1.20  ...."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 1.1.20.

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

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

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

1.1.24  ...."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,
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 1.1.24.

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

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

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

1.1.28  ...."Independent  Contract  Consideration"  shall have the meaning set
forhtin section 2.2.3.

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

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

1.1.31  ...."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.

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

1.1.33  ...."Lender" shall have the meaning set forth in Section 4.5.1.

1.1.34  ...."Lender's  Assumption  Fees"  shall have the  meaning set forth in
Section 4.5.3.

1.1.35  ...."Loan" shall have the meaning set forth in Section 4.5.1.

1.1.36  ...."Loan  Assumption and Release" shall have the meaning set forth in
Section 4.5.2.

1.1.37  ...."Loan Balance" shall have the meaning set forth in Section 2.2.3.

1.1.38  ...."Loan Payoff" shall have the meaning set forth in Section 4.5.2.

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

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

1.1.41  ...."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
"Silverado  Apartments"  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).

1.1.42  ...."Note" shall have the meaning set forth in Section 4.5.1.

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

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

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

1.1.46  ...."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.

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

1.1.48  ...."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.

1.1.49 ...."Property Contracts" means all 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 elects to terminate with respect to the
Property  effective  as of the Closing Date or which  Purchaser  does not accept
assignment of, or (b) any property management contract for the Property.

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

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

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

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

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

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

1.1.56  ...."Required  Loan Fund  Amounts"  shall have the  meaning set forth in
Section 4.5.3.

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

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

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

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 included any non-refundable  deposits or fees
paid by Tenants to Seller, either pursuant to the Leases or otherwise.

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 an  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  ...."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  $6,550,000.00,  which  shall be paid by  Purchaser,  as
follows:

2.2.1 .....Not later than 1 Business Day following 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,
Texas 77056,  (800) 729-1906  ("Escrow Agent" or "Title Insurer") a deposit (the
"Deposit")  of $64,500.00 in cash or other  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
$64,500.00 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  .....In  addition to the  Deposit,  Seller and  Purchaser  agree that the
amount of One Hundred and No/100 Dollars ($100.00) shall be paid by Purchaser to
Seller   concurrently   with  the  deposit  into  escrow  of  the  Deposit,   as
consideration for Seller's execution and delivery of this Purchase Contract (the
"Independent Contract Consideration"). The Independent Contract Consideration is
independent of any other  consideration or payment provided for in this Purchase
Contract and, notwithstanding anything to the contrary herein, is non-refundable
in all events.

2.2.4 .....At the Closing, subject to Purchaser's obligations under Section 4.5,
Purchaser shall receive a credit against the Purchase Price in the amount of the
outstanding  principal balance of the Note, together with all accrued but unpaid
interest (if any)  thereon,  as of the Closing Date (the "Loan  Balance") to the
extent that the Loan Assumption and Release occurs at the Closing.

2.2.5  .....The  balance of the Purchase Price for the Property shall be paid to
and  received by Escrow  Agent in Good Funds no later than 12:00 a.m.  (Houston,
Texas,  time) 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 as a pre-condition  to the
return of the Deposit to  Purchaser).  If Escrow Agent does receive such written
objection within such 5-Business Day period, Escrow Agent shall continue to hold
such amount until otherwise directed by written instructions from the parties to
this Contract or a final  judgment or  arbitrator's  decision.  However,  Escrow
Agent  shall  have the right at any time to deposit  the  Deposit  and  interest
thereon,  if any, with a court of competent  jurisdiction  in the state in which
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 or illegal  acts.  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.

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, 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  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.  Subject to the terms of  Section  3.3 and 3.4 and the
right of Tenants under the Leases,  from the Effective Date to and including the
date  which is 30 days  after the  Effective  Date (the  "Feasibility  Period"),
Purchaser, and its agents,  contractors,  engineers,  surveyors,  attorneys, and
employees  (collectively,  "Consultants") shall have the right from time to time
to enter onto the 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 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 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 6:00 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 as a pre-condition to 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,   the  Additional   Deposit)  shall  be
nonrefundable,  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, Section 4.3 and Section 4.5.4.

3.3  Conduct of  Investigation.  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.  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 the cost of in-house
counsel  and  appeals)  (collectively,  "Losses")  arising  from or  related  to
Purchaser's or its Consultant's  entry onto the Property and not caused directly
by Seller  or its  agents  (it being  understood  and  agreed  that the grant of
consent to allow  buyer's  access to the Property  shall not  constitute  such a
cause), and any Inspections or other matters performed by Purchaser with respect
to the Property during the Feasibility Period or otherwise.

3.4.2  .....Notwithstanding  anything in this Contract to the  contrary,  Seller
shall have the right,  without  limitation,  to disapprove  any and all entries,
surveys,  tests,  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;  provided,  however,
Purchaser  shall be  permitted to conduct a Phase I  environmental  study of the
Property and, with the prior written consent of Seller, a Phase II environmental
study.  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 $1,000,000.00 for injury
or death to more than one  person  and  $500,000.00  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.  Seller 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.

      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 3 Business Days after
such notification is received by Seller.

      Except as  specifically  set  forth in  Section  6.1,  in  providing  such
information  and  Materials  to  Purchaser,  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 shall be  returned  by
Purchaser  to Seller as a condition  to return of the Deposit to  Purchaser  (if
Purchaser  is otherwise  entitled to such Deposit  pursuant to the terms of this
Contract) if this Contract is terminated for any reason. Except for the Seller's
Representations,  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 on such Materials or other documents as being
a complete and accurate source of information with respect to the Property,  and
except for the  Seller's  Representations,  will instead in all  instances  rely
exclusively on its own Inspections  and Consultants  with respect to all matters
which  it deems  relevant  to its  decision  to  acquire,  own and  operate  the
Property.

      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,  (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.

                                  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"),   together  with  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 to the  extent  of the  insured  amount of
$6,450,000.  Purchaser  shall be solely  responsible  for  payment  of all other
premium amounts and costs relating to procurement of the Title  Commitment,  the
Title Policy, and any requested amendments or endorsements.

4.2 Survey.  Within 10 days after the  Effective  Date,  Seller shall deliver to
Purchaser or make available at the Property the existing  survey of the Property
(subject to Section 3.5.2) (the "Survey").  Purchaser,  at Purchaser's sole cost
and expense,  may cause to be prepared an update of the Survey,  or if no survey
has been  provided  by  Seller,  a new  survey  for the  Property  (which  shall
constitute  the Survey for the  purposes of this  Contract),  to be delivered to
Purchaser  and  Seller  no later  than 10 days  after  the later to occur of the
Effective Date or the date on which  Purchaser  receives notice from Seller that
it does not have an existing survey of the Property.

4.3 Objection and Response Process. On or before the date which is 10 days after
the date on which Purchaser receives or obtains the last of the Title Commitment
and the Survey (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 5 Business  Days after  Seller's  receipt of the  Objection  Notice  (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. 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  the  expiration  of 5
Business Days following the Response  Deadline (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 Initial Deposit shall be returned to Purchaser.  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  .....The Assumed Encumbrances;

4.4.4  .....Applicable zoning and governmental regulations and ordinances; and

4.4.5  .....Any  defects in or  objections  to title to the  Property,  or title
exceptions or encumbrances, arising by, through or under Purchaser.

4.5   Assumed Encumbrances.

4.5.1 .....Purchaser  recognizes and agrees that, in connection with a loan (the
"Loan") made to Seller by GMAC  Commercial  Mortgage  Corporation,  a California
corporation  (the  "Lender"),   the  Property   presently  is  encumbered  by  a
Multifamily Deed of Trust, Assignment of Rents and Security Agreement,  dated as
of October 3, 2000 and recorded in Volume 3865,  Page 635, Deed of Trust Records
of El Paso  County,  Texas (the  "Assumed  Deed of  Trust")  and  certain  other
security and related  documents in connection with the Loan  (collectively,  the
"Assumed  Encumbrances").  The Loan is  evidenced  by that  certain that certain
Multifamily  Note in the original  principal  amount of $3,525,000,  dated as of
October 2, 2000,  executed by Seller and payable to the order of the Lender (the
"Note",  and together with the Assumed Deed of Trust,  the Assumed  Encumbrances
and any other  documents  executed by Seller in  connection  with the Loan,  the
"Assumed Loan Documents").  The outstanding  principal balance of the Note as of
the Effective Date is approximately $3,278,952.00. Monthly payments of principal
and interest under the Note presently are $29,200.00  (references made herein to
the  Assumed  Deed of Trust,  the  Assumed  Encumbrances  and the  Assumed  Loan
Documents  shall be  applicable  to describe the  documents  referenced  thereby
whether or not such are assumed by Purchaser  pursuant to a Loan  Assumption and
Release).  Within 10 days after the Effective  Date,  Seller agrees that it will
make  available to Purchaser (in the same manner in which Seller is permitted to
make the Materials  available to Purchaser  under  Section  3.5.1) copies of the
Assumed Loan Documents (subject to Section 3.5.2).

4.5.2  .....Purchaser  agrees to use diligent  good faith best efforts to obtain
such  authorizations  as are necessary to allow, at Closing,  both (a) Purchaser
shall assume  Seller's  obligations  under the Note and all of the other Assumed
Loan  Documents and accept title to the Property  subject to the Assumed Deed of
Trust and the Assumed Encumbrances,  and (b) the Lender shall release Seller, as
well as any  guarantors  and other  obligated  parties  under the  Assumed  Loan
Documents,  from all  obligations  under the  Assumed  Loan  Documents  (and any
related guarantees or letters of credit),  including,  without  limitation,  any
obligation  to  make   payments  of  principal  and  interest   under  the  Note
(collectively,  the  foregoing  (a) and (b)  referred  to  herein  as the  "Loan
Assumption and Release").

4.5.3  .....Purchaser  further  acknowledges  that the  Assumed  Loan  Documents
require the  satisfaction  by  Purchaser  of certain  requirements  as set forth
therein  to allow  for the Loan  Assumption  and  Release,  as set  forth in the
Assumption  Guidelines.  Purchaser shall use commercially  reasonable efforts to
promptly  obtain the Assumption  Guidelines and a schedule of all fees regarding
the Assumption  and Release,  a copy of which shall be obtained by Purchaser and
provided to Seller promptly upon Purchaser's receipt thereof, and to satisfy all
conditions of the requirements on Purchaser's part to be performed, as set forth
in the Assumption Guidelines. Purchaser, at its sole cost and expense and within
5 days after the Effective  Date,  shall make  application to the Lender for the
Loan  Assumption  and Release and shall,  within 15 days following the Effective
Date,  satisfy the requirements  set forth in the Assumption  Guidelines and the
Assumed Loan Documents to allow for the Loan  Assumption and Release.  Purchaser
shall pay all fees and expenses  (including,  without limitation,  all servicing
fees and  charges,  transfer  fees,  assumption  fees and other  fees to release
Seller of all liability  under the Loan) imposed or charged by the Lender or its
counsel (such fees and expenses  collectively being referred to as the "Lender's
Assumption  Fees"),  in connection  with either the Loan  Assumption and Release
(which  obligation  shall  survive  the  termination  of this  Contract  and the
Closing).  Additionally,  Purchaser  shall be responsible for (a) replacing (and
increasing to the extent  required by Lender) all  reserves,  impounds and other
accounts  required to be maintained in connection with the Loan, and (b) funding
any  additional  reserves,  impounds  or  accounts  required  by  Lender  to  be
maintained  by Purchaser in connection  with the Loan after the Loan  Assumption
and  Release  (the  foregoing  amounts in (a) and (b)  collectively  referred to
herein as the "Required Loan Fund Amounts"). Any existing reserves, impounds and
other  accounts  required to be replaced by Purchaser  pursuant to the foregoing
sentence  shall be  released in Good Funds to Seller at the  Closing.  Purchaser
agrees promptly to deliver to the Lender all documents and information  required
by the Assumed Loan Documents,  and such other  information or  documentation as
the Lender  reasonably may request,  including,  without  limitation,  financial
statements, income tax returns and other financial information for Purchaser and
any required guarantor.  Seller agrees that it will cooperate with Purchaser and
Lender,  at no cost  or  expense  to  Seller,  in  connection  with  Purchaser's
application to Lender for approval of the Loan Assumption and Release.

4.5.4  .....If,  notwithstanding  the  timely  delivery  of  such  materials  by
Purchaser and the satisfaction of the requirements of the Lender as set forth in
the Assumption Guidelines and Assumed Loan Documents, either (a) the Lender does
not consent to or allow the Loan Assumption and Release on or before the Closing
Date (including any extension thereof  permitted by this Contract),  or (b) such
consent is granted but the Loan Assumption and Release do not occur on or before
the Closing Date through no fault of the Purchaser,  or (c) Lender  modifies the
requirements  of the Assumption  Guidelines  subsequent to the expiration of the
Feasibility  Period,  then  Purchaser  shall  have no  obligation  to close  the
purchase  of  the  Property  and  this  Purchase  Contract  shall  automatically
terminate  on or before  11:00 a.m.  on the  Closing  Date,  in which  event the
Deposit  shall  be  returned  to  Purchaser  by the  Escrow  Agent  (subject  to
Purchaser's obligation under Section 3.5.2 to return all Third-Party Reports and
information and Materials provided to Purchaser as a pre-condition to the return
of the Deposit),  and Seller and Purchaser shall evenly divide the  cancellation
charges of the Escrow Agent and the Title  Insurer,  if any,  and this  Purchase
Contract shall automatically be of no further force and effect and neither party
shall have any further rights and  obligations  hereunder  except as provided in
Section 3.4.

                                  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 on or before 25 days after the
expiration  of the  Feasibility  Period,  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.  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.

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
Property  Contract  as of  the  Closing  Date  (subject  to  any  delay  in  the
effectiveness  of  such  termination  pursuant  to the  express  terms  of  each
applicable Terminated Contract) (the "Vendor Terminations").

5.2.6  .....A closing statement executed by 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;  provided that such  affidavit does not subject Seller to
any greater liability, or impose any additional  obligations,  other than as set
forth in this Contract; and

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

5.2.9  .....A rent roll for the  Property  certified  by Seller,  but limited to
Seller's knowledge,  listing the name of each tenant, monthly base rent payable,
lease expiration date and unapplied security deposit as of the Closing Date.

5.2.10 ....Notification  letters to all Tenants,  executed by Seller in the form
attached hereto as Exhibit F.

5.2.11   ....Resolutions,   certificates  of  good  standing,   and  such  other
organizational  documents as Title Insurer shall reasonably  require  evidencing
Seller's authority to consummate this transaction.

5.2.12 ....Evidence that Seller's management agreement with the Property Manager
has been terminated effective as of the Closing Date.

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 and the Loan
Balance), plus or minus the adjustments or prorations required by this Contract.

5.3.2  .....A  title  affidavit  or  at  Purchaser's  option  an  indemnity,  as
applicable,  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,  executed by Purchaser in the
form attached hereto as Exhibit F.

5.3.8  .....The Vendor Terminations.

5.3.9  .....Any  cancellation  fees or  penalties  due to any  vendor  under any
Terminated Property 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 ....All documents,  instruments,  guaranties,  Lender Fees, Required Loan
Fund Amounts,  and other items or funds required by the Lender to cause the Loan
Assumption and Release.

5.3.12 ....Such other instruments,  documents or certificates as are required to
be  delivered  by  Purchaser  to  Seller  in  accordance  with any of the  other
provisions of this Contract.

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 submitted  to  Purchaser  for its approval
(which approval will not be  unreasonably  withheld or delayed) and then 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.  Such adjustments shall be
submitted to Purchaser for its approval (which approval will not be unreasonably
withheld or delayed).  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,  provided that any payments
under the Property Contracts have been prorated.

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; provided, however, that Purchaser shall first be entitled to apply
any rents collected from Tenants first to amounts owing to Purchaser and then to
Uncollected  Rents  owing to  Seller.  Purchaser  agrees to bill  Tenants of the
Property for all 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 at no additional expense to Purchaser in connection with all efforts
by Seller to collect such  Uncollected  Rents and to take the  following  steps,
whether  before or after the Closing  Date,  to carry out the  intention  of the
foregoing, (i) 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),  and
(ii)  the  execution  of any and all  consents  or  other  documents;  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 evict any existing  Tenant from the Property or file suit or
be a party to a suit against any Tenant or past Tenant.

5.4.6.2 ...At  Closing,  Purchaser  shall receive a credit  against the Purchase
Price  in an  amount  equal  to the  unapplied  balance  of all  cash  (or  cash
equivalent) Tenant Deposits,  including, but not limited to, security, damage or
other  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.  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. Seller shall be responsible for all principal required
to be paid  under  the terms of the Note  prior to  Closing,  together  with all
interest  accrued under the Note prior to Closing,  all of which may be a credit
against the  Purchase  Price as provided in Section  2.2.2.  Purchaser  shall be
responsible for the payment of all principal  required to be paid from and after
Closing,  together  with all  interest  accruing  under  the Note from and after
Closing.  Purchaser also shall be responsible  for all Lender Fees and all other
fees, penalties, interest and other amounts due and owing from and after Closing
under the Assumed Loan Documents (including,  without limitation, as a result of
the Loan Payoff,  or, as applicable,  the Loan  Assumption and Release).  As set
forth in Section  4.5.3,  any existing  reserves,  impounds  and other  accounts
maintained in connection with the Loan and required to be replaced by Purchaser,
shall be released in Good Funds to Seller at the Closing.

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  by Seller as of the
Closing Date.

5.4.10  ....Closing Costs.  Purchaser shall pay any transfer,  sales, use, gross
receipts or similar  taxes,  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
one half of the Escrow Agent's escrow fee. Seller shall pay 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.  In  addition  to the  customary
closing costs incurred by Escrow Agent (except for costs or liabilities  arising
from Escrow Agent's cross negligence  and/or willful  misconduct),  Escrow Agent
shall receive a fee of $500.00 for its services  hereunder,  to be borne equally
by Seller and Purchaser.

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

5.4.12  ....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 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)  regarding
the Property  shall be made  available  to  Purchaser at the Property  after the
Closing.

5.5 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  exceeds
$2,500.00 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 to 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 organized,  validly  existing and, if applicable,  in good
standing  under the laws of the state of its  formation set forth in the initial
paragraph of this Contract; and, subject to Section 8.2.4, 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. Subject to Section
8.2.4,  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 of
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
any material default by Seller under any of the Property Contracts that will not
be terminated on the Closing Date.

6.1.7 .....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.

6.1.8  .....To  Seller's  knowledge,  the  rent  roll and  operating  statements
delivered  by Seller to  Purchaser  pursuant  to Section  3.5 is accurate in all
material respects.

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 is not relying upon, any information provided by Seller
or statements,  representations  or warranties,  express or implied,  made by or
enforceable  directly  against  Seller  ,  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).  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 date hereof and as of the Closing Date, it has and shall have reviewed
and conducted such independent analyses, studies (including, without limitation,
environmental  studies and analyses  concerning the presence of lead,  asbestos,
PCBs  and  radon  in  and  about  the  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,  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  except to the  extent  of the  Seller's  Representations  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 only upon any title insurance obtained
by Purchaser with respect to title to the Property.  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 provided  notice to 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 $50,000 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,  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 Lea Ann  Butler  who is the  Regional  Property
Manager handling this Property (the "Regional 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 partnership organized, validly existing and in
good standing under the laws of Texas.

6.5.2  .....Purchaser,  acting  through any of its or their duly  empowered  and
authorized officers or members,  has all necessary entity power and authority to
own and use its  properties and to transact the business in which it is engaged,
and has full power and  authority  to enter into this  Contract,  to execute and
deliver the  documents  and  instruments  required of Purchaser  herein,  and to
perform  its  obligations  hereunder;  and no  consent  of  any  of  Purchaser's
partners, directors, officers or members are required to so empower or authorize
Purchaser. The compliance with or fulfillment of the terms and conditions hereof
will not  conflict  with,  or result in a breach of, the  terms,  conditions  or
provisions of, or constitute a default under, any contract to which Purchaser is
a party or by which  Purchaser is otherwise  bound,  which  conflict,  breach or
default  would  have  a  material  adverse  affect  on  Purchaser's  ability  to
consummate the  transaction  contemplated  by this Contract.  This Contract is a
valid,  binding and enforceable  agreement  against Purchaser in accordance with
its terms.

6.5.3 .....No pending or, to the knowledge of Purchaser,  threatened  litigation
exists which if determined  adversely  would  restrain the  consummation  of the
transactions  contemplated by this Contract or would declare illegal, invalid or
non-binding any of Purchaser's obligations or covenants to 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 in
connection with this Contract and the acquisition of the Property.

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

                                  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, 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.

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, prior to the expiration of the Feasibility
Period, shall not be unreasonably withheld or delayed. If Purchaser approves any
such  subsequent  lien or  encumbrance,  the same  shall be  deemed a  Permitted
Encumbrance for all purposes hereunder.

                                  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; 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 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; and

8.2.4  .....Seller  shall  have  received  all  consents  and  approvals  to the
consummation of the transactions  contemplated  hereby (a) of Seller's partners,
members, managers,  shareholders or directors to the extent required by Seller's
organizational documents, or (b) that are required by law.

8.2.5  .....The Loan Assumption and Release shall have occurred.

      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) if such  failure  constitutes  a  default  by  Purchaser,
exercise any of its remedies under Section 10.1.

                                  ARTICLE 9...
                                    BROKERAGE

9.1  Indemnity.  Purchaser  represents  and warrants to Seller that it has dealt
only with  Richard  Aguilar  Majestic  Realtors  ("Other  Broker").  Seller  and
Purchaser  each  represents  and  warrants to the other  that,  other than Other
Broker,  it has not dealt with or utilized the services of any other real estate
broker, sales person or finder in connection with this Contract,  and each party
agrees to indemnify,  hold harmless,  and, if requested in the sole and absolute
discretion of the indemnitee,  defend (with counsel  approved by the indemnitee)
the other party from and against all Losses  relating to  brokerage  commissions
and finder's fees arising from or  attributable  to the acts or omissions of the
indemnifying  party.  The  provisions  of this  Section  9.1 shall  survive  the
termination of this Contract, and if not so terminated, the Closing and delivery
of the Deed to Purchaser.

9.2  Survival.   Seller  agrees  to  pay  Other  Broker,   contingent  upon  the
consummation of the Closing, a commission equal to $100,000.  Other Broker shall
not be deemed a party or third party beneficiary of this Contract.

9.3 Broker  Signature  Page.  Other Broker shall execute the signature  page for
Other Broker  attached  hereto solely for purposes of confirming the matters set
forth therein; provided, however, that (a) Other 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 Other Broker will not be necessary to amend
any  provision of this  Contract.

9.4 Texas Real Estate  License Act.  The Texas Real Estate  License Act requires
written notice to Purchaser from any licensed real estate broker or salesman who
is to receive a commission from Purchaser that Purchaser should have an attorney
of its own selection examine an abstract of title to the property being acquired
or that Purchaser  should be furnished  with or should obtain a title  insurance
policy. Notice to that effect is, therefore, hereby given to Purchaser on behalf
of Other Broker.

                                  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,  (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
2.2.5 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
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  10.1.1 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
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-Pary
Reports and information  and Materials  provided to Purchaser as a pre-condition
to the return of the Deposit) and Purchaser may recover, as its sole recoverable
damages (but without limiting its right to receive a refund of the 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).  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  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  above,  the  Escrow  Agent'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 without
first obtaining the prior written approval of the Seller,  except that Purchaser
may assign  this  Contract  to one or more  entities,  without  the  approval of
Seller, so long as (a) Purchaser is an affiliate of the purchasing  entity(ies),
and (b) Purchaser is not released from its liability hereunder.  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:

      ......8201 Lockheed
      ......Spectrum Building
      ......El Paso, Texas 79925
      ......Telephone No. (915) 779-5740
      ......Facsimile No. (915) 779-3291
      ......With a copy to:

      ......Scherr Legate & Erlich, PLLC
      ......109 N. Oregon, 12th Floor
      ......El Paso, Texas 79901
      ......Attn:  William Ehrlich, Esq.
      ......Telephone No. (915) 544-0100
      ......Facsimile No. (915) 544-7529

            To Seller:

            c/o AIMCO
            4582 South Ulster Street Parkway
            Suite 1100
            Denver, Colorado 80237
            Attn:  Mr. Harry Alcock
            Telephone No. (303) 691-4344
            Facsimile No.  (303) 300-3282

            and

            c/o AIMCO
            4582 South Ulster Street Parkway
            Suite 1100
            Denver, Colorado 80237
            Attn:  Mr. Patrick Slavin
            Telephone No. (303) 691-4340
            Facsimile No.  (303) 300-3252

            with copy to:

            Chad Asarch, Esq.
            Vice President and Assistant General Counsel
            AIMCO
            4582 South Ulster Street Parkway
            Suite 1100
            Denver, Colorado 80237
            Telephone No.  (303) 691-4303
            Facsimile No.  (303) 300-3297
            and a copy to:

            Jackson Walker LLP
            112 E. Pecan Street
            Suite 2100
            San Antonio, Texas  78205
            Attn: Eileen E. Sommer, Esq.
            Telephone No.  (210) 978-7784
            Facsimile No.  (210) 978-7790

      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
            Attn:  Wendy Howell
            Telephone No.  (800) 729-1906
            Facsimile No.  (713) 552-1703

      Unless specifically  required to be delivered to the Escrow Agent pursuant
to the terms of this  Contract,  no notice  hereunder  must be  delivered to the
Escrow  Agent in order to be  effective  so long as it is delivered to the other
party in accordance with the above provisions.

13.8  ......Governing Law And Venue. The laws of the State of Texas 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, 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.

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 foregoing,
the parties (and each employee,  representative,  or other agent of the parties)
may disclose to any and all persons,  without  limitation  of any kind,  the tax
treatment  and any  facts  that  may be  relevant  to the tax  structure  of the
transaction,  provided, however, that no party (and no employee, representative,
or other  agent  thereof)  shall  disclose  any  other  information  that is not
relevant to understanding the tax treatment and tax structure of the transaction
(including the identity of any party and any information that could lead another
to determine the identity of any party),  or any other information to the extent
that  such  disclosure  could  result in a  violation  of any  federal  or state
securities law.

13.15  .....Time Of The Essence.  It is expressly  agreed by the parties  hereto
that time is of the essence with respect to this Contract.

13.16 .....Waiver.  No delay or omission to exercise any right or power accruing
upon any default, omission, or failure of performance hereunder shall impair any
right or power or shall be construed to be a waiver thereof,  but any such right
and  power  may be  exercised  from  time to time and as often as may be  deemed
expedient. No waiver, amendment, release, or modification of this Contract shall
be established by conduct,  custom, or course of dealing and all waivers must be
in writing and signed by the waiving party.

13.17 .....Attorneys Fees. In the event either party hereto commences litigation
or  arbitration  against  the  other  to  enforce  its  rights  hereunder,   the
substantially  prevailing  party in such litigation shall be entitled to recover
from the other party its reasonable  attorneys' fees and expenses  incidental to
such litigation and arbitration,  including the cost of in-house counsel and any
appeals.

13.18 .....Time Periods.  Should the last day of a time period fall on a weekend
or legal holiday,  the next Business Day thereafter  shall be considered the end
of the time period.

13.19 .....1031  Exchange.  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  partnership,  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  Personal  Liability  of  Officers,   Trustees  or  directors  of
Purchaser's Partners.  Seller acknowledges that this Contract is entered into by
Purchaser which is a Texas limited  partnership,  and Seller agrees that none of
Purchaser's  employees,  limited  partners,  or the officers or directors of its
general  partner  shall have any personal  liability  under this Contract or any
document  executed in  connection  with the  transactions  contemplated  by this
Contract.

13.22 .....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.

13.23  .....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  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.

13.24 .....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.

13.25  .....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.

13.26 .....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,  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 City of San Antonio, Texas (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.

13.27 .....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.

13.28  .....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 solicit any of Seller's
employees  or  any  employees  located  at the  Property  (or  any  of  Seller's
affiliates'  employees  located at any  property  owned by such  affiliate)  for
potential employment.

13.29  .....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 (the foregoing (a) and
(b)  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
Contract,  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 amount 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 transactions 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 Report of
Findings  dated May 14, 2001, a copy of which has been provided to Purchaser and
the cover sheet of which is  attached  hereto as Exhibit I (the  "Report").  The
Report  certifies the Property as free from the hazards of lead based paint.  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).  Because the Property has been
certified as free from the hazards of lead based  paint,  Seller is not required
under the Consent Agreement to remediate or abate any lead based paint condition
at the Property  prior to Closing.  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  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.


                 [Remainder of Page Intentionally Left Blank]





<PAGE>


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

                                     Seller:

                                    CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.,
                                    a Delaware limited partnership

                                    By:    ConCap Holdings, Inc.,
                                           a Texas corporation,
                                           its general partner


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


                                   Purchaser:


                                    CASH INVESTMENTS OF EL PASO, LP,
                                    a Texas limited partnership

                                    By:/s/Richard Aguilar
                                    Name: Richard Aguilar
                                    Title: Vice 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  ________________________,  2003 as the date of
opening  of escrow  and  designates  ___________________________________  as the
escrow number assigned to this escrow.


                                    ESCROW AGENT:

                                    STEWART TITLE GURANTY COMPANY


                                       By:
                                      Name:
                                     Title:





<PAGE>




                              BROKER SIGNATURE PAGE


      The undersigned  Other Broker hereby  executes this Broker  Signature Page
solely to confirm the following:  (a) Other Broker represents only the Purchaser
in the  transaction  described in the Contract to which this  signature  page is
attached,  and (b) Other Broker  acknowledges  that the only compensation due to
Broker in  connection  with the  Closing  of the  transaction  described  in the
Contract  to which this  signature  page is as set forth in  Section  9.2 of the
Contract.


                                          OTHER BROKER:

                                          RICHARD AGUILAR
                                          MAJESTIC REALTORS



                                          By: /s/ Richard Aguilar
                                          Name: Richard Aguilar
                                          Title: Vice President


<PAGE>


                                                                   Exhibit 10.34

                   ASSIGNMENT OF PURCHASE AND SALE CONTRACT


      THIS ASSIGNMENT OF PURCHASE AND SALE CONTRACT (this  "Assignment") is made
and entered into  effective  as of the 8th day of December,  2003 by and between
CONSOLIDATED  CAPITAL EQUITY PARTNERS,  L.P., a California  limited  partnership
("Assignor")  and  CCIP  SILVERADO,   L.P.,  a  Delaware   limited   partnership
("Assignee").

                            W I T N E S S E T H :

      WHEREAS, Assignor has entered into that certain Purchase and Sale Contract
(the  "Purchase  Contract"),  dated  as of  December  8,  2003,  by and  between
Assignor,  as Seller,  and Cash  Investments  of El Paso,  LLC, a Texas  limited
liability company, as Purchaser, covering certain improved real property located
in El Paso County,  Texas,  known as the Silverado  Apartments,  located at 9300
Viscount,  El  Paso,  Texas,  as more  particularly  described  in the  Purchase
Contract and on the attached Exhibit A (the "Property");

      WHEREAS,  Assignor is no longer the owner of the Property but  transferred
and conveyed  the  Property to  Assignee,  and was named as the Seller under the
Purchase  Contract by virtue of a scrivener's  error, and to evidence the intent
of  Assignor  and  Assignee  that  Assignee is and was to have been named as the
Seller  under the  Purchase  Contract,  Assignor  desires to assign the Purchase
Contract to Assignee,  and Assignee desires to accept such assignment,  all upon
the terms and conditions hereinafter set forth;

      NOW,   THEREFORE,   in  consideration  of  the  premises  and  in  further
consideration of $10.00 and other good and valuable  consideration,  the receipt
and sufficiency of which is hereby acknowledged, Assignor and Assignee do hereby
agree as follows:

      1.  Assignment.  Assignor does hereby assign to Assignee all of Assignor's
right, title and interest in and to the Purchase Contract.

      2. Acceptance.  Assignee does hereby accept the assignment of the Purchase
Contract  and  assumes  all  of the  benefits  and  burdens  thereof  as  though
originally named as the seller thereunder.


      IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first set out above.

                              ASSIGNOR:


                              CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.,
                              a Delaware limited partnership

                              By:   ConCap Holdings, Inc.,
                                    a Texas corporation,
                                    its general partner


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



                              ASSIGNEE:


                              CCIP SILVERADO, L.P.,
                              a Delaware limited partnership

                              By:   CCIP Silverado, L.L.C., a Delaware limited
                                    liability company, doing business in Texas
                                    as CCIP Silverado of Texas, L.L.C.,
                                    its general partner

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

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

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



<PAGE>




                                    EXHIBIT A

                                LEGAL DESCRIPTION

Being a portion of Lots 5 & 8,  Farah  Subdivision,  in the City of El Paso,  El
Paso County, Texas, and being more particularly described as follows:

Commencing  at an existing  city  monument in the center  line  intersection  of
Viscount  Boulevard  and Shaver  Drive;  thence  with  center  line of  Viscount
Boulevard  South 70(0) 24' 52" East a distance of 39.92;  Thence,  leaving  said
center  line South  19(0) 35' 08" West a distance of 60.00' to a 5/8" rebar with
cap set on the  South  right of way of said  Boulevard,  and  being the POINT OF
BEGINNING,

Thence  with said right of way South 70(0) 24' 52" East a distance of 116.12" to
a 3/8" rebar found at the beginning of a curve to the right;

Thence with the arc of said curve  690.93 " having a radius of 763.92',  a delta
of 51 (0) 47' 30" and a chord  being  South  44(0)  31' 07" East a  distance  of
667.26' to a 5/8" rebar with cap set;

Thence  with said right of way South 18(0) 37' 22" East a distance of 510.83' to
a 5/8" rebar with cap set;

Thence  leaving said right of way South 71(0) 22' 38" West a distance of 239.94'
to a 5/8"' rebar with cap set;

Thence  North 54(0)07' 22" West a distance  of 529.00' to a 5/8" rebar with cap
set;

Thence North 19(0) 35' 08" East a distance of 262.80' to an inaccessible  corner
and being the Southwest corner of El Paso Electric Company sub-station site;

Thence  South 70(0)24' 52" East a distance  of 145.73'  to a  galvanized  fence
post found;

Thence  South  18(0) 37' 22" East a distance  of 39.99' to a 5/8" rebar with cap
set being the South boundary line of El Paso Electric Company sub-station site;

Thence  North  71(0) 22' 38" East a distance  of 25.00' to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;

Thence North 18(0) 37' 22" West a distance of 185.00' to an inaccessible  corner
and being the Northeast corner of El Paso Elective sub-station site;

Thence  South 71(0)22' 38" West a  distance  of 25.00' to a 5/8' rebar with cap
set;

Thence South 18(0)37' 22" East a distance of 17.75" to an inaccessible corner;

Thence North 70(0) 24' 52" West a distance of 115.76' to an inaccessible  corner
being the Northeast corner of El Paso Electric Company sub-station site;

Thence South 19(0) 35' 08"' West a distance of 49.99' to an inaccessible  corner
being the Southwest corner of El Paso Electric Company sub-station site;

Thence  North 70(0)24' 52" West a distance  of 287.30' to a 5/8" rebar with cap
set;

Thence North 19(0) 35" 08" East a distance of 380.01 to THE POINT OF BEGINNING.

<PAGE>

                                                                   Exhibit 10.35


                        REINSTATEMENT AND FIRST AMENDMENT
                          TO PURCHASE AND SALE CONTRACT
              (with Assignment and Assumption of Purchase Contract)

      THIS REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this
"Amendment")  is entered into effective as of the 6th day of February,  2004, by
and between CCIP SILVERADO,  L.P., a Delaware  limited  partnership  ("Seller"),
assignee of CONSOLIDATED  CAPITAL EQUITY  PARTNERS,  L.P., a California  limited
partnership  ("Original Seller"),  and CASH INVESTMENTS OF EL PASO, LLC, a Texas
limited liability company  ("Original  Purchaser") and EPT SAN MATEO APARTMENTS,
LP, a Texas limited partnership, assignee of Original Purchaser ("Purchaser").

                                    RECITALS:

      A.  Original  Seller and  Original  Purchaser  entered  into that  certain
Purchase and Sale Contract dated as of December 8, 2003  ("Purchase  Contract"),
covering certain parcels of real property  located in El Paso County,  Texas, as
more particularly described in the Purchase Contract.

      B. Original  Seller  transferred  and conveyed to Seller,  an affiliate of
Original Seller, the Property,  through  scrivenor's error was identified as the
seller in the Purchase  Contract,  and to correct such error assigned to Seller,
and Seller assumed,  all the rights and obligations of Seller under the Purchase
Contract pursuant to that certain Assignment of Purchase and Sale Contract dated
effective as of December 8, 2003.

      C. The Closing did not occur on the Closing Date.

      D.  Purchaser  and  Seller  desire to  reinstate  and  amend the  Purchase
Contract in certain respects, as set forth below.

      E.  Purchaser  desires  to assign its  rights  and  obligations  under the
Purchase Contract to Purchaser.


      F. All capitalized terms used but not defined in this Amendment shall have
the meaning ascribed to them in the Purchase Contract.

                                   AGREEMENTS:

      FOR TEN DOLLARS AND OTHER GOOD AND VALUABLE  CONSIDERATION THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED,  Original Purchaser,  Purchaser and
Seller hereby agree as follows:

      1.  Reinstatement.  Effective as of February 6, 2004, Seller and Purchaser
hereby reinstate the Purchase Contract in full force and effect,  subject to the
modifications and amendments set forth in this Amendment.

      2. Seller's  Name.  Effective as of December 8, 2003,  Seller and Original
Purchaser  hereby  agree  that the  Purchase  Contract  shall be, and is hereby,
amended  such that the name of the  Seller as  stated in the  Purchase  Contract
shall be CCIP  SILVERADO,  L.P., a Delaware  corporation in lieu of CONSOLIDATED
CAPITAL EQUITY PARTNERS, L.P., a California limited partnership.

      3. Seller's Signature Block.  Effective as of December 8, 2003, Seller and
Original  Purchaser  hereby  agree that the Purchase  Contract  shall be, and is
hereby,  amended such that the signature  block of Seller  contained  within the
Purchase  Contract  shall be as set forth  below as Seller's  signature  to this
Amendment.

      4.  Assignment and  Assumption.  Subject to the Amendments of the Purchase
Contract set forth in this  Amendment and the  provisions of Section 13.3 of the
Purchase  Contract,  Original  Purchaser  does hereby assign to Purchaser all of
Original  Purchaser's  rights under the Purchase  Contract,  and Purchaser  does
hereby  accept  such  assignment  and assumes  all of the  benefits  and burdens
thereof,  provided,  however,  that it is acknowledged  and agreed that Original
Purchaser  is not and  shall  not be  released  from its  liabilities  under the
Purchase Contract by virtue of such assignment and assumption.

      5.  Definitions.  ARTICLE I of the Purchase  Contract is hereby amended as
follows:

                    (a) Each of the  following  definitions  shall be deleted in
             their entirety,  and the words "Intentionally  omitted" inserted in
             their  place:   (i)  "Assumed   Deed  of  Trust",   (ii)   "Assumed
             Encumbrances",  (iii) "Assumed Loan  Documents",  (iv)  "Assumption
             Guidelines", (v) "Loan Assumption and Release", (vi) "Loan Balance"
             and (vii) "Required Loan Fund Amounts".

                   (b) Each of the  following  definitions  shall be  amended as
                   follows:

                   (i) In order (1) to add the phrase "Block 1" behind the words
                   "Lots 5 & 8", and (2) to add the recording information of the
                   plat of the Farah  Subdivision,  each as  referred  to in the
                   first  paragraph  of the  legal  description  of the Land set
                   forth  on  Exhibit  A to the  Purchase  Contract,  and (3) to
                   correct a  typographical  error in the description of a curve
                   referred to in the fourth paragraph of said Exhibit A to read
                   "690.53"  instead of  "690.93"  minutes,  the  definition  of
                   "Land"  shall be amended  such that the Exhibit A attached to
                   the  Purchase  Contract  shall be  replaced  with  Exhibit  A
                   attached hereto.

                   (ii) The  definition of "Lender" set forth in Section 1.1. 32
                   shall be amended and restated as follows:

                        "Lender"  means Federal Home Loan Mortgage  Corporation,
                   assignee  of  GMAC   Commercial   Mortgage   Corporation,   a
                   California  corporation,  whose  servicer is GMAC  Commercial
                   Mortgage Corporation, a California corporation.

                   (iii)The definition of "Lender's Assumption's Fees" set forth
                   in Section 1.1.34 shall be amended and restated as follows:

                        "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's Fees to
                   be determined as of the Closing Date.

                   (iv) The  definition  of "Loan  Payoff"  set forth in Section
                   1.1.38 shall be amended and restated as follows:

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

                   (v) The definition of  "Miscellaneous  Property Assets" shall
                   be  amended to add to the end of the last  sentence  thereof,
                   before  the ".",  the  following:  "and  any and all  rights,
                   warranties, claims and/or causes of action held by Seller (as
                   the assignee of Consolidated  Capital Equity Partners,  L.P.)
                   against Hencie  International,  Inc.  (and/or its successors,
                   legal  representatives  and  assigns),   under  that  certain
                   Agreement between Owner and Contractor, dated May 1, 2000, by
                   and between  Consolidated  Capital Equity Partners,  L.P. and
                   Hencie International, Inc.

                   (vi) The  definition  of "Note" set forth in  Section  1.1.42
                   shall be amended and restated as follows:

                        "Note" means that certain that certain  Multifamily Note
                   in the original  principal amount of $3,525,000,  dated as of
                   October 2, 2000,  executed  by  Consolidated  Capital  Equity
                   Partners, L.P., a California limited partnership, and payable
                   to the order of the GMAC Commercial Mortgage  Corporation,  a
                   California  corporation,  as (i)  assigned to Lender and (ii)
                   assumed  by  Seller  pursuant  to  that  certain   Assumption
                   Agreement  by  and  between   Consolidated   Capital   Equity
                   Partners, L.P., Seller and Lender, dated as of July 31, 2002.

                   (c) To insert the following definitions to the end of ARTICLE
                   I, as follows:

                   (i) 1.1.76  "Deed of Trust"  shall have the meaning set forth
                   in Section 4.5.

                   (ii) 1.1.77  "Environmental  Report" means  collectively  (a)
                   that  certain  Phase  I  environmental   study  prepared  for
                   Purchaser,   dated   January  22,   2004,   prepared  by  EMC
                   Environmental Services, Inc., and (b) each test of and/or oil
                   sample analysis and report which has been or may hereafter be
                   obtained  with  respect  to the  250 KVA  transformer  serial
                   #71K5537,  located  on the  Property,  and each and any other
                   transformer located on the Property.

      6. Purchase Price.  Section 2.2 of the Purchase Contract is hereby amended
such that:

                  (a) the  Purchase  Price for the  Property as set forth in the
            first sentence  thereof shall be an amount equal to $6,650,000  less
            the Lender's Fees; and

                  (b)  Section  2.2.4  shall  be  deleted  in its  entirety  and
            replaced with the words "Intentionally Omitted".

      7. Property  Materials.  Each of the three paragraphs of Section 3.5 shall
be  numbered  in the  order in which  they  appear as  3.5.1,  3.5.2 and  3.5.3,
respectively.

      8. Title  Policy.  Section 4.1 of the Purchase  Contract  shall be amended
such that Seller shall be responsible  only for payment of the basic premium for
the Title Policy to the extent of the insured amount of $6,550,000.

      9. Permitted Exceptions.  Section 4.4.3 of the Purchase Contract is hereby
deleted in its entirety.

      10. Existing Deed of Trust.  Section 4.5 of the Purchase Contract shall be
amended and restated as follows:

                  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) and any  related  assignment  of
            leases and rents, financing statements, subordination agreements and
            other  collateral  agreements  pertaining to such liens and security
            interests  against  the  Property  (collectively  and 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's Fees due in connection  with
            the Loan Payoff shall be paid by Purchaser.

      11. Purchaser Financing.  A new Section 4.6 shall be added to the Purchase
Contract to read as follows:

                  4.6   Purchaser Financing.    Purchaser     assumes     full
            responsibility  to obtain the funds required for  settlement,  and
            Purchaser's  acquisition  of such funds shall not be a contingency
            to the Closing.

      12. Closing Date. Each of Seller,  Original Purchaser and Purchaser hereby
agree that Section 5.1 of the Purchase  Contract  shall be amended such that (a)
the  Closing  Date shall be  extended  to March 31,  2004  (subject to all other
provisions set forth in Section 5.1. with respect to the Closing and the Closing
Date),  and (b) by  adding  the  following  sentence  as a new  second  sentence
thereto:  "Seller  agrees  that,  not later than 10  calendar  days prior to the
Closing  Date,  Seller will deliver or cause to be delivered to Purchaser  final
drafts of the counterpart documents to be executed and delivered by Purchaser at
the Closing pursuant to Section 5.3.5, Section 5.3.6 and Section 5.3.7, together
with copies of the drafts of the documents to be executed by Seller  pursuant to
Section 5.2.1 and Section 5.2.2."

      13. Seller Closing Deliveries.

                  (a)  Section  5.2.1  shall be  amended  such that (i) the word
            "Purchaser"  shall be replaced with the words  "Purchase  Contract",
            and (ii) the form of the Deed  attached as Exhibit B shall be in the
            form attached hereto as Exhibit B; and

                  (b) Because of the assurances already provided to Purchaser by
            virtue of the agreement of Seller  contained in Section  5.4.9,  the
            provisions  Section  5.2.12 of the Purchase  Contract are omitted in
            their entirety.

      14. Purchaser Closing Deliveries.  Section 5.3.11 of the Purchase Contract
is amended and restated in its entirety to read as follows:

                  5.3.11 The Lender Fees (subject to reduction  thereof from the
            amount set forth in Section 2.2 in the  calculation  of the Purchase
            Price).

      15.  Existing  Loan.  Section  5.4.7 of the  Purchase  Contract  is hereby
amended and restated in its entirety as follows:

                  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 of such amount from the amount set forth
            in  Section  2.2 in the  calculation  of the  Purchase  Price).  Any
            existing  reserves,   impounds  and  other  accounts  maintained  in
            connection  with the Loan shall be  released in Good Funds to Seller
            at the Closing unless credited by Lender against the amount due from
            Seller under the Note.

      16.  Environmental.  Section  6.1.7 of the  Purchase  Contract  is  hereby
amended to insert at the  beginning of subpart (A) thereof  "except as disclosed
or referred to in the Environmental Report,".

      17. Closing  Conditions.  Section 8.2.5 of the Purchase Contract is hereby
deleted in its entirety.

      18.  Expiration of Feasibility  Period.  Original  Purchaser and Purchaser
acknowledge  that each of the  Feasibility  Period and  Objection  Deadline  has
expired,  together with  Purchaser's  right to terminate  the Purchase  Contract
pursuant to the  provisions  of Section 3.2 of the Purchase  Contract,  and that
Purchaser  shall have no right to a return of the Deposit except as set forth in
Section  10.2,  Section 11.1 and Section  12.1.  In that  connection,  Purchaser
acknowledges  that  it  has  had  full  opportunity  to  conduct  and  make  all
Investigations  of or concerning  the Property that  Purchaser  desires to make,
ascertain  or confirm,  and that  Purchaser  understands  and agrees that Seller
shall have no liability for any matter existing with respect to the condition of
the Property,  as set forth in Section 6.2 of the Purchase  Contract,  including
but not  limited to any further  investigation,  testing,  repair,  restoration,
replacement or remediation of any such condition, specifically including without
limitation any matter concerning the environmental condition of the Property set
forth in the Environmental Report and/or any matter concerning the transformers,
boilers, pipes or other equipment or condition of the Property.

      19.  Expiration  of  Title  Review.   Original   Purchaser  and  Purchaser
acknowledge that the Objection  Deadline has expired,  together with Purchaser's
right to terminate the Purchase  Contract  pursuant to the provisions of Section
4.3 with respect to the matters set forth in the Title Documents and Survey, but
without waiver of the provisions of Section 4.4.1, Section 4.4.5 (as modified in
this Amendment) and Section 7.3 of the Purchase Contract.

      20.  Conforming  Amendments.  Any  and all  terms  and  provisions  of the
Purchase Contract are hereby amended and modified wherever  necessary,  and even
though not specifically addressed herein, so as to conform to the amendments set
forth in the preceding paragraphs hereof.

      21.  Full Force and  Effect.  Except as  expressly  modified  and  amended
hereby,  all other terms and conditions of the Purchase  Contract shall continue
in full force and effect.

      22.  Facsimile  and  Counterparts.  This  Amendment may be executed (a) by
facsimile transmission, the same of which will be treated as an original and (b)
in one or more  counterparts,  each of which shall be deemed an original and all
of which combined shall constitute one and the same instrument.



      Executed as of the date first set forth above.

                                     Seller:

                                    CCIP SILVERADO, L.P.,
                                    a Delaware limited partnership

                                    By:   CCIP Silverado,  L.L.C.,  a Delaware
                                    limited     liability    company,    doing
                                    business in Texas as  CCIP   Silverado  of
                                    Texas, L.L.C., its general partner

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

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

                                                      By: /s/Patrck Slavin
                                                      Name: Patrick Slavin
                                                      Title: Senior Vice
                                                             President

                                    Original Purchaser:

                                    CASH INVESTMENTS OF EL PASO, LP,
                                    a Texas limited partnership

                                    By:/s/ Richard Aguilar
                                    Name: Richard Aguilar
                                    Title: General Partner


                                   Purchaser:

                                    EPT SAN MATEO APARTMENTS, LP
                                    a Texas limited partnership

                                    By:   EPT San Mateo Management, LLC,
                                          a Texas limited liability company,
                                          its general partner

                                          By: /s/Richard Aguilar
                                          Name: Richard Aguilar
                                          Title: Manager
<PAGE>