FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2001


[ ]   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 0-11864


                        NATIONAL PROPERTY INVESTORS 6
      (Exact name of small business issuer as specified in its charter)



         California                                         13-3140364
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO 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___



<PAGE>





                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

                        NATIONAL PROPERTY INVESTORS 6

                                  BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                                  June 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 6,599
   Receivables and deposits                                                   1,395
   Restricted escrows                                                           337
   Other assets                                                               1,025
   Investment properties:
       Land                                                  $ 4,349
       Buildings and related personal property                 68,621
                                                               72,970
       Less accumulated depreciation                          (52,478)       20,492
                                                                           $ 29,848
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 271
   Tenant security deposit liabilities                                          270
   Accrued property taxes                                                       174
   Other liabilities                                                            726
   Mortgage notes payable                                                    32,550

Partners' Deficit
   General partner                                            $ (589)
   Limited partners (109,600 units
      issued and outstanding)                                  (3,554)       (4,143)
                                                                           $ 29,848


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

b)

                        NATIONAL PROPERTY INVESTORS 6

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                     (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                         Three Months Ended         Six Months Ended
                                              June 30,                  June 30,
                                          2001         2000         2001        2000
Revenues:
<S>                                     <C>           <C>         <C>         <C>
  Rental income                         $ 2,585       $ 2,646     $ 5,230     $ 5,289
  Other income                              223           254         414         433
    Total revenues                        2,808         2,900       5,644       5,722

Expenses:
  Operating                               1,059         1,006       2,141       2,090
  General and administrative                163           231         337         366
  Interest                                  523           514       1,038       1,029
  Depreciation                              916           884       1,821       1,720
  Property taxes                            122           137         256         283
    Total expenses                        2,783         2,772       5,593       5,488

Income before extraordinary item             25           128          51         234
Extraordinary loss on early
  extinguishment of debt                    (99)           --         (99)         --

Net (loss) income                        $ (74)        $ 128       $ (48)      $ 234

Net (loss) income allocated to
  general partner (1%)                    $ (1)         $ 1         $ (1)       $ 2
Net (loss) income allocated to
  limited partners (99%)                    (73)          127         (47)        232

                                         $ (74)        $ 128       $ (48)      $ 234
Per limited partnership unit:
  Income before extraordinary item       $ 0.22       $ 1.16       $ 0.46      $ 2.12
  Extraordinary loss on early
   extinguishment of debt                 (0.89)           --       (0.89)         --

Net (loss) income                       $ (0.67)      $ 1.16      $ (0.43)     $ 2.12

Distribution per limited
  partnership unit                       $ 3.83       $ 12.70      $ 9.64     $ 18.35

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>


c)

                        NATIONAL PROPERTY INVESTORS 6

                  STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                       (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

<S>                                  <C>           <C>        <C>          <C>
Original capital contributions       109,600       $ 1        $54,800      $54,801

Partners' deficit at
   December 31, 2000                 109,600      $ (578)     $(2,451)     $(3,029)

Distributions to partners                 --         (10)      (1,056)      (1,066)

Net loss for the six months
   ended June 30, 2001                    --          (1)         (47)         (48)

Partners' deficit at
   June 30, 2001                     109,600      $ (589)     $(3,554)     $(4,143)


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

d)
                        NATIONAL PROPERTY INVESTORS 6

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                (in thousands)
<TABLE>
<CAPTION>

                                                                    Six Months Ended
                                                                        June 30,
                                                                   2001         2000
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net (loss) income                                                $ (48)      $ 234
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation                                                   1,821       1,720
     Amortization of loan costs                                        72          71
     Extraordinary loss on early extinguishment of debt                99          --
     Change in accounts:
       Receivables and deposits                                      (728)       (555)
       Other assets                                                   (90)         71
       Accounts payable                                                12         (34)
       Tenant security deposit liabilities                             (8)         17
       Accrued property taxes                                          32           1
       Payable to affiliate                                            --        (916)
       Other liabilities                                              251         (32)
         Net cash provided by operating activities                  1,413         577

Cash flows from investing activities:
  Property improvements and replacements                             (720)       (597)
  Net withdrawals from (deposit to) restricted escrows                 30         (62)
         Net cash used in investing activities                       (690)       (659)

Cash flows from financing activities:
  Distributions to partners                                        (1,066)     (2,031)
  Proceeds from refinancing                                        14,400          --
  Repayment of mortgage note payable                               (7,985)         --
  Loan costs paid                                                    (436)         --
         Net cash provided by (used in) financing activities        4,913      (2,031)

Net increase (decrease) in cash and cash equivalents                5,636      (2,113)

Cash and cash equivalents at beginning of period                      963       2,538

Cash and cash equivalents at end of period                        $ 6,599      $ 425

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,016      $ 958

At  December  31,  2000  approximately  $86,000  of  property  improvements  and
replacements were included in accounts payable.

At June 30, 2001 approximately $75,000 of property improvements and replacements
were included in accounts payable.

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
e)

                          NATIONAL PROPERTY INVESTORS 6

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 6
(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-QSB  and Item  310(b)  of  Regulation  S-B.
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 NPI Equity  Investments,  Inc.  ("NPI Equity" or the "Managing
General  Partner"),  all adjustments  (consisting of normal recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results  for the  three and six  month  periods  ended  June 30,  2001,  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December  31,  2001.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form 10-KSB for the fiscal year ended  December 31, 2000.  The Managing  General
Partner  is  an  affiliate  of  Apartment   Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust.

Note B - Transactions with Affiliated Parties

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

The following  transactions with affiliates of the Managing General Partner were
incurred during the six months ended June 30, 2001 and 2000:

                                                                  2001      2000
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $287      $289
 Reimbursement for services of affiliates (included in
   investment properties, operating and general and
   administrative expenses)                                        213       130
 Non accountable reimbursements (included in general and
   administrative expenses)                                         95       150
 Partnership management fee (included in general and
   administrative expenses)                                         --        35

During the six months ended June 30, 2001 and 2000,  affiliates  of the Managing
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $287,000 and $289,000 for the
six months ended June 30, 2001 and 2000, respectively.

Affiliates of the Managing General Partner received reimbursement of accountable
administrative expenses amounting to approximately $213,000 and $130,000 for the
six months ended June 30, 2001 and 2000, respectively.

Also,  for  services  relating  to the  administration  of the  Partnership  and
operation  of the  Partnership's  properties,  the Managing  General  Partner is
entitled  to receive  payment  for  non-accountable  expenses up to a maximum of
$150,000 per year, based upon the number of Partnership  units sold,  subject to
certain  limitations.  The Managing  General Partner earned and received $95,000
and $150,000 for the six months ended June 30, 2001 and 2000, respectively.

As compensation for services rendered in managing the Partnership,  the Managing
General  Partner  is  entitled  to  receive   Partnership   management  fees  in
conjunction  with  distributions  of cash from  operations,  subject  to certain
limitations.  Approximately  $35,000 of fees have been paid in conjunction  with
the operating  distributions  made during the six months ended June 30, 2000. No
such fee was earned or paid during the six months ended June 30, 2001.

In addition,  approximately $916,000 of incentive management fees resulting from
the sale of The  Village  Apartments  in  September  1998 were  accrued and were
previously  included on the balance sheet as "payable to affiliate".  These fees
are payable to the Managing  General Partner but were  subordinate in payment to
the limited  partners  receiving a cumulative  preferred return specified in the
partnership agreement.  The limited partners received their cumulative preferred
return with the February 2000  distribution and the Managing General Partner was
paid the previously accrued incentive management fee.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,854 limited partnership units in
the Partnership representing 64.65% of the outstanding units at June 30, 2001. 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 make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  64.65% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.

Note C - Distributions

During the six months ended June 30, 2001, the Partnership distributed cash from
operations of approximately $1,066,000  (approximately $1,056,000 to the limited
partners or $9.64 per limited  partnership unit) to the partners.  Subsequent to
June 30,  2001,  the  Partnership  declared  and paid a cash  distribution  from
proceeds from the refinancing of the mortgage  encumbering  Colony at Kenilworth
Apartments of approximately $5,890,000  (approximately $5,831,000 to the limited
partners or $53.20 per limited  partnership  unit).  During the six months ended
June 30, 2000,  the  Partnership  paid cash  distributions  from  operations  of
approximately  $2,031,000  (approximately  $2,011,000 to the limited partners or
$18.35 per limited partnership unit) to the partners.

Note D - Refinancing of Mortgage Note Payable

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth Apartments.  The refinancing replaced the first mortgage indebtedness
of approximately $7,985,000 with a new mortgage of $14,400,000. The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021.  Debt service  payments  will begin in August 2001.  In connection
with the  refinancing,  the  Partnership  incurred  loan costs of  approximately
$436,000.  These loan costs are  included  in other  assets in the  accompanying
balance  sheet  and are  being  amortized  over  the life of the  mortgage.  The
Partnership wrote off approximately  $99,000 in unamortized loan costs resulting
in an extraordinary loss on the early extinguishment of debt.

Note E - Segment Reporting

Statement of Financial  Accounting Standards ("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.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The  Managing  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the financial statements as currently presented.

Note F - Subsequent Event

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,682,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,124,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

The following pro-forma information reflects the balance sheet and income before
extraordinary  item of the Partnership as if Panorama  Terrace II Apartments had
been sold January 1, 2000 (in thousands, except unit data).

                                                    June 30, 2001
     Assets
        Cash and cash equivalents                      $ 6,575
        Other assets                                     2,615
        Fixed assets, net                               19,042
                                                       $28,232

     Liabilities and partners' deficit
        Liabilities                                    $ 1,362
        Mortgage notes payable                          31,100
        Equity                                          (4,230)
                                                       $28,232

<TABLE>
<CAPTION>

                                        Six Months Ended            Year Ended
                                  June 30, 2001  June 30, 2000   December 31, 2000

<S>                                  <C>            <C>               <C>
  Revenues                           $ 5,257        $ 5,354           $10,777
  Total expenses                       5,148          5,120            10,233

  Income before extraordinary
    items                             $ 109          $ 234             $ 544
  Income before extraordinary
    items per limited
    partnership unit                  $ 0.98         $ 2.12           $ 4.92
</TABLE>

Note G - 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. 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 Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which 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 which 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
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the Managing General Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs  filed an amended  complaint.  The  Managing  General  Partner  filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  costs,
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's  investment properties consist of six apartment complexes. The
following  table sets forth the average  occupancy of the properties for the six
months ended June 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Ski Lodge Apartments                          90%        91%
         Montgomery, Alabama
      Panorama Terrace II Apartments (3)            94%        94%
         Birmingham, Alabama
      Place du Plantier Apartments                  93%        91%
         Baton Rouge, Louisiana
      Fairway View Apartments                       92%        95%
         Baton Rouge, Louisiana (1)
      Colony at Kenilworth Apartments               92%        96%
         Towson, Maryland (1)
      Alpine Village Apartments                     93%        96%
         Birmingham, Alabama (2)

(1)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Fairway View Apartments and Colony of Kenilworth  Apartments to variations
      in student population which is the bulk of their clientele.

(2)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Alpine  Village   Apartments  to  increased   rental  rates  and  stricter
      collection policies.

(3)   Property was sold subsequent to June 30, 2001 (see discussion below).

Results of Operations

The  Partnership's  net  loss  for  the six  months  ended  June  30,  2001  was
approximately  $48,000 compared to net income of approximately  $234,000 for the
comparable period in 2000. The Partnership's net loss for the three months ended
June 30, 2001, was approximately $74,000 compared to net income of approximately
$128,000 for the three  months  ended June 30, 2000.  The decrease in net income
for the three and six months  ended June 30, 2001 is partially  attributable  to
the extraordinary loss from the early extinguishment of debt associated with the
refinancing of the mortgage note encumbering Colony at Kenilworth  Apartments in
June 2001 (see  discussion  below).  Income  before the  extraordinary  item was
approximately  $51,000 and  $234,000  for the six months ended June 30, 2001 and
2000,  respectively,  and was  approximately  $25,000 and $128,000 for the three
months ended June 30, 2001 and 2000, respectively. The decrease in income before
the  extraordinary  item for the three and six months  ended  June 30,  2001 was
primarily  attributable to a decrease in total revenues and an increase in total
expenses.  Total revenues  decreased due to decreases in rental income and other
income.  Rental income decreased primarily due to decreases in occupancy at four
of the  Partnership's six investment  properties.  Other income decreased due to
decreases  in  miscellaneous  income  at  all of  the  Partnership's  investment
properties and to the decreases in lease  cancellation  fees at Panorama Terrace
II  Apartments,  Fairway View  Apartments  and Colony at Kenilworth  Apartments.
Partially  offsetting  these decreases was an increase in interest income due to
higher balances being maintained in interest bearing accounts.

Total  expenses  increased  due to an increase in  operating  expense,  interest
expense and depreciation  expense  partially offset by a decrease in general and
administrative expense. Operating expense increased due to increases in property
expense and  insurance  expense  partially  offset by a decrease in  maintenance
expense.  Property  expense  increased  primarily  due  to an  increase  in  the
investment  properties'  employee salaries and employee related expenses.  Also,
attributing  to the  increase  in  property  expense  was an increase in overall
utilities  expense  at  five of the  investment  properties.  Insurance  expense
increased due to higher premiums at all the investment  properties.  Maintenance
expense  decreased  due to  decreases in contract  painting  and floor  covering
repairs at all properties, interior building improvements at Panorama Terrace II
Apartments, Place du Plantier Apartments and Alpine Village Apartments, and snow
removal at Colony of Kenilworth  Apartments.  Interest expense  increased due to
the refinancing of the mortgage note encumbering Colony at Kenilworth Apartments
in June 2001 (see discussion in "Liquidity and Capital Resources"). Depreciation
expense  increased  due to new assets  being  placed in service  during the past
twelve months.

General and  administrative  expenses  decreased  primarily due to a decrease in
Partnership  management  fees paid as a result of a decrease in  operating  cash
distributions  during 2001 as compared to 2000.  Offsetting this decrease was an
increase in the cost of services in the management reimbursement to the Managing
General  Partner as allowed under the  Partnership  Agreement.  Also included in
general and administrative  expense were costs associated with the quarterly and
annual  communications with the investors and regulatory agencies and the annual
audit required by the Partnership Agreement.

On August 2, 2001,  the  Partnership  sold Panorama  Terrace II Apartments to an
unrelated  third  party,  for net  proceeds of  approximately  $2,682,000  after
payment of  closing  costs.  The  Partnership  realized a gain of  approximately
$1,124,000 as a result of the sale. The  Partnership  used $1,450,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $107,000 as a result of unamortized  loan costs being written off
and a prepayment penalty.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense.  As part of this plan, the Managing 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, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee that the Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At June 30, 2001, the Partnership had cash and cash equivalents of approximately
$6,599,000 as compared to  approximately  $425,000 at June 30, 2000. For the six
months ended June 30, 2001, cash and cash equivalents increased by approximately
$5,636,000 from the Partnership's  year ended December 31, 2000. The increase in
cash and cash equivalents is due to approximately $4,913,000 of cash provided by
financing activities and approximately  $1,413,000 of cash provided by operating
activities partially offset by approximately  $690,000 of cash used in investing
activities.  Cash provided by financing activities consists of proceeds from the
refinancing  of the mortgage loan  encumbering  Colony at Kenilworth  Apartments
partially  offset by  distributions  to the  partners,  payoff  of the  previous
mortgage  and new loan  costs.  Cash used in  investing  activities  consists of
property improvements and replacements  partially offset by net withdrawals from
restricted escrows maintained by the mortgage lenders.  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. Capital improvements
for each of the Partnership's properties are detailed below.

Ski Lodge Apartments

Approximately  $440,000 has been budgeted for 2001 for capital  improvements  at
Ski  Lodge  Apartments  consisting  primarily  of floor  covering  replacements,
appliance  replacements,  wall  coverings,  parking lot  improvements,  interior
decorating and structural improvements.  The Partnership completed approximately
$253,000 in budgeted capital expenditures at Ski Lodge Apartments as of June 30,
2001,  consisting  primarily of interior  decorating,  parking lot improvements,
structural  enhancements,  major landscaping,  and floor covering  replacements.
These improvements were funded from operating cash flow. 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.

Panorama Terrace II Apartments

Approximately  $43,000 has been  budgeted for 2001 for capital  improvements  at
Panorama   Terrace  II  Apartments   consisting   primarily  of  floor  covering
replacements,  appliance  replacements,  HVAC  replacements  and other  building
improvements.  The  Partnership  completed  approximately  $35,000  in  budgeted
capital  expenditures  at Panorama  Terrace II  Apartments  as of June 30, 2001,
consisting primarily of floor covering  replacements,  plumbing upgrades,  major
landscaping and other building improvements. These improvements were funded from
operating  cash flow.  This  property was sold  subsequent to June 30, 2001 (see
discussion in "Results of Operations").

Place du Plantier Apartments

Approximately  $97,000 has been  budgeted for 2001 for capital  improvements  at
Place  du  Plantier   Apartments   consisting   primarily   of  floor   covering
replacements,   appliance  replacements,   and  structural   improvements.   The
Partnership completed  approximately $66,000 in budgeted capital expenditures at
Place du  Plantier  Apartments  as of June 30,  2001,  consisting  primarily  of
signage, appliance and floor covering replacements and major landscaping.  These
improvements were funded from operating cash flow.  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.

Fairway View I Apartments

Approximately  $124,000 has been budgeted for 2001 for capital  improvements  at
Fairway View I Apartments  consisting primarily of floor covering  replacements,
appliance  replacements,   HVAC  upgrades,   swimming  pool  improvements,   and
structural  improvements.  The Partnership  completed  approximately  $71,000 in
budgeted capital  expenditures at Fairway View I Apartments as of June 30, 2001,
consisting  primarily of structural  enhancements,  major  landscaping and floor
covering  and  appliance  replacements.  These  improvements  were  funded  from
operating cash flow.  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.

Colony at Kenilworth Apartments

Approximately  $458,000 has been budgeted for 2001 for capital  improvements  at
Colony at Kenilworth Apartments consisting primarily of roof replacements, floor
covering  replacements,  appliance  replacements,  HVAC replacements,  and other
building  improvements.  The  Partnership  completed  approximately  $188,000 in
budgeted capital expenditures at Colony at Kenilworth  Apartments as of June 30,
2001,  consisting  primarily of HVAC replacements,  appliance and floor covering
replacements,  swimming pool  upgrades,  electrical  upgrades,  lighting,  water
heaters,  maintenance  equipment,  appliances  and roof  replacements,  plumbing
upgrades  and  structural  improvements.  These  improvements  were  funded from
operating cash flow.  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.

Alpine Village Apartments

Approximately  $119,000 has been budgeted for 2001 for capital  improvements  at
Alpine  Village  Apartments  consisting  primarily  of  appliance  replacements,
plumbing  improvements,   other  building   improvements,   and  floor  covering
replacements.  The  Partnership  completed  approximately  $96,000  in  budgeted
capital  expenditures  at  Alpine  Village  Apartments  as  of  June  30,  2001,
consisting  primarily  of floor  covering  replacements,  furniture  and fixture
enhancements,   plumbing  improvements,   and  appliance   replacements.   These
improvements were funded from operating cash flow.  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 additional  capital  expenditures will be incurred only if cash is available
from operations or from 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  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  $32,550,000  requires  interest  payments  only  with the full
payment of principal due in November 2003 for the investment  properties  except
for Colony at Kenilworth which matures in July 2021 and will be fully amortized.
The Managing 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.

On June 28, 2001, the Partnership  refinanced the mortgage encumbering Colony at
Kenilworth Apartments.  The refinancing replaced the first mortgage indebtedness
of approximately $7,985,000 with a new mortgage of $14,400,000. The mortgage was
refinanced  at a rate of 7.58%  compared to a prior rate of 7.33% and matures on
July 1, 2021.  Debt service  payments  will begin in August 2001.  In connection
with the  refinancing,  the  Partnership  incurred  loan costs of  approximately
$436,000.  These loan costs are  included  in other  assets in the  accompanying
balance  sheet  and are  being  amortized  over  the life of the  mortgage.  The
Partnership wrote off approximately  $99,000 in unamortized loan costs resulting
in an extraordinary loss on the early extinguishment of debt.

NPI Equity  has  established  a  revolving  credit  facility  (the  "Partnership
Revolver") to be used to fund deferred  maintenance and working capital needs of
the National Property Investors  Partnership  Series. The maximum draw available
to the Partnership under the Partnership  Revolver is $500,000.  Loans under the
Partnership  Revolver  will  have a term of 365  days,  be  unsecured  and  bear
interest at the rate of 2% per annum in excess of the prime rate  announced from
time to time by Chase  Manhattan  Bank, N.A. The maturity date of such borrowing
will be accelerated  in the event of: (i) the removal of NPI Equity  (whether or
not for Cause);  (ii) the sale or refinancing  of a property by the  Partnership
(whether or not a borrowing under the Partnership Revolver was made with respect
to such property); or (iii) the liquidation of the Partnership.  The Partnership
has not borrowed under the Partnership Revolver, to date.

During the six months ended June 30, 2001, the Partnership distributed cash from
operations of approximately $1,066,000  (approximately $1,056,000 to the limited
partners or $9.64 per limited  partnership unit) to the partners.  Subsequent to
June 30,  2001,  the  Partnership  declared  and paid a cash  distribution  from
proceeds from the refinancing of the mortgage  encumbering  Colony at Kenilworth
Apartments of approximately $5,890,000  (approximately $5,831,000 to the limited
partners or $53.20 per limited  partnership  unit).  During the six months ended
June 30, 2000,  the  Partnership  paid cash  distributions  from  operations  of
approximately  $2,031,000  (approximately  $2,011,000 to the limited partners or
$18.35  per  limited  partnership  unit)  to  the  partners.  The  Partnership's
distribution  policy 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,  however, that the Partnership
will  generate   sufficient   funds  from  operations   after  required  capital
improvements  to permit  additional  distributions  to its  partners  during the
remainder of 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 70,854 limited partnership units in
the Partnership representing 64.65% of the outstanding units at June 30, 2001. 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 make one or
more additional offers to acquire  additional limited  partnership  interests in
the Partnership  for cash or in exchange for units in the operating  partnership
of AIMCO. Under the Partnership Agreement, unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Managing General  Partner.  As a
result  of its  ownership  of  64.65% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner. However, an affiliate is required
to vote 46,289 of its Units acquired from DeForest  Ventures II, L.P. on January
19, 1996 (the date that Insignia  Financial Group acquired the stock of National
Property  Investors,  Inc.,  the then  parent  company of the  Managing  General
Partner),  (i) against any proposal to increase the fees and other  compensation
payable by the Partnership to the Managing General Partner or to affiliates; and
(ii) on all other matters  submitted by it or its  affiliates,  in proportion to
the votes cast by non-tendering unitholders.  Except for the foregoing, no other
limitations are imposed on the affiliate's right to vote each Unit acquired.



<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. 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 Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which 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 which 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
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the Managing General Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs  filed an amended  complaint.  The  Managing  General  Partner  filed
demurrers to the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order sustaining defendants' demurrer on certain grounds.  Plaintiffs have until
August 16, 2001 to file a fourth amended complaint. The Managing General Partner
does  not  anticipate  that  any  costs,  whether  legal  or  settlement  costs,
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit  10.30,  Multifamily  Note dated June 27, 2001 between
                  National   Property   Investors   6,  a   California   limited
                  partnership,  and  GMAC  Commercial  Mortgage  Corporation,  a
                  California corporation.

                  Exhibit 10.31, Purchase and Sales Contract dated June 13, 2001
                  between Angeles Partners IX, a California limited  partnership
                  and  National  Property  Investors  6,  a  California  limited
                  partnership,  as sellers, and Tigertown Investments,  Inc., as
                  purchaser.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2001.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    NATIONAL PROPERTY INVESTORS 6


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Its Managing General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                   Date:

<PAGE>
                                                                   Exhibit 10.30

                                    EXHIBIT C
                                                        FHLMC Loan No. 002692392
                                                 Colony at Kenilworth Apartments

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $14,400,000.00                                          As of June 27, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the principal sum of Fourteen  Million
Four Hundred Thousand and 00/100 Dollars (US  $14,400,000.00),  with interest on
the unpaid principal balance at the annual rate of Seven and Five Hundred Eighty
Thousandths percent (7.580%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2. Address for Payment. All payments due under this Note shall be payable at 200
Witmer Road, Post Office Box 809, Horsham, Pennsylvania 19044, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of One Hundred Sixteen  Thousand Seven Hundred Ten and 84/100 Dollars (US
$116,710.84),  shall be  payable  on the first day of each  month  beginning  on
August 1, 2001 until the entire unpaid principal  balance evidenced by this Note
is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2021 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,
                  by
                  (B)   the excess (if any) of the Monthly  Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                     [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.

                                    NATIONAL PROPERTY INVESTORS 6, a California
                                      limited partnership

                                By:   NPI Equity  Investments,  Inc., a Delaware
                                      corporation, its managing general partner




                                          By:   ______________________
                                                Patti K. Fielding
                                                Senior Vice President



                                  -----------------
                                  Borrower's Social Security/Employer ID Number







<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS THE ____ DAY OF JUNE, 2001.

GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2. Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.



<PAGE>
                                                                 Exhibit 10.31



                           PURCHASE AND SALE CONTRACT

                                     BETWEEN

                              ANGELES PARTNERS IX,
                        a California limited partnership

                                       AND

                         NATIONAL PROPERTY INVESTORS 6,
                        a California limited partnership


                                   AS SELLERS

                                       AND

                          TIGERTOWN INVESTMENTS, INC.,
                             an Alabama corporation


                                  AS PURCHASER

<PAGE>

                                TABLE OF CONTENTS


Article 1   DEFINED TERMS....................................................1
Article 2   PURCHASE AND SALE OF PROPERTIES..................................4
ARTICLE 3   PURCHASE PRICE, DEPOSIT AND ESCROW PROVISIONS....................4
Article 4   FEASIBILITY PERIOD...............................................5
ARTICLE 5   TITLE............................................................7
Article 6   FINANCING.......................................................10
Article 7   CLOSING.........................................................10
ARTICLE 8   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AND
            PURCHASER.......................................................15
ARTICLE 9   CONDITIONS PRECEDENT TO CLOSING.................................19
ARTICLE 10  BROKERAGE.......................................................21
ARTICLE 11  POSSESSION......................................................21
ARTICLE 12  DEFAULTS AND REMEDIES...........................................21
ARTICLE 13  RISK OF LOSS OR CASUALTY........................................22
ARTICLE 14  OFFER DEADLINE DATE.............................................23
ARTICLE 15  EMINENT DOMAIN..................................................23
ARTICLE 16  MISCELLANEOUS...................................................24
ARTICLE 17  OPERATION OF THE PROPERTIES.....................................28

<PAGE>

                           PURCHASE AND SALE CONTRACT

      THIS PURCHASE AND SALE CONTRACT  ("Purchase  Contract") is entered into as
of the 13th day of June,  2001 (the  "Effective  Date"),  by and between ANGELES
PARTNERS IX, a California limited partnership and NATIONAL PROPERTY INVESTORS 6,
a California limited partnership,  each having a principal address at c/o AIMCO,
2000 South Colorado Blvd., Suite 2-1000,  Denver,  Colorado 80222  (individually
"Seller" and collectively "Sellers") and TIGERTOWN INVESTMENTS, INC., an Alabama
corporation, having a principal address at c/o Porter Properties, 472 Dean Road,
#200, Auburn, Alabama 36830 ("Purchaser").

      NOW,  THEREFORE  WITNESSETH:  That for and in  consideration  of  mutual
covenants and agreements herein after set forth,  Sellers and Purchaser hereby
agree as follows:

                                    RECITALS

R-l.  Angeles Partners IX holds legal title to that certain parcel or parcels of
real estate more particularly  described in Exhibit A-1 attached hereto and made
a part hereof on which improvements have been constructed;

R-2. National  Property  Investors 6 holds legal title to that certain parcel or
parcels of real  estate more  particularly  described  in Exhibit  A-2  attached
hereto and made a part hereof on which improvements have been constructed;

R-3. Purchaser desires to purchase and Sellers have agreed to sell such land and
improvements  defined below  individually as the "Property" and  collectively as
the  "Properties"  on the terms and  conditions set forth below (which terms and
conditions shall control in the event of any conflict with these Recitals), such
that on the Closing Date as defined in this  Purchase  Contract  the  Properties
will be conveyed by special warranty or equivalent deeds to Purchaser;

R-4.  Purchaser  has  agreed  to pay to  Sellers  the  Purchase  Price for the
Properties,  and Sellers  have agreed to sell the  Properties  to Purchaser on
the terms and conditions set forth below.


                                    Article 1
                                  DEFINED TERMS

1.1.  Terms with  initial  capital  letters in this  Purchase  Contract  and not
otherwise  defined  herein  shall have the  meanings set forth in this Article l
below.

1.1.1......."Business  Day"  means any day other  than a  Saturday  or Sunday or
Federal holiday or legal holiday in the State in which the Land is located.

1.1.2......."Closing"   means  the   consummation   of  the  purchase  and  sale
contemplated  by this  Purchase  Contract  in  accordance  with  the  terms  and
conditions of this Purchase Contract.

1.1.3......."Closing Date" means the date on which the Closing of the conveyance
of the  Properties is required to be held under the terms and conditions of this
Purchase Contract.

1.1.4......."Escrow Agent" means Stewart Title Guaranty Company.

1.1.5......."Excluded  Permits" means those Permits which, under applicable law,
are  nontransferable  and such other  Permits as may be  designated  as Excluded
Permits on Exhibit 1.1.5, if any, attached hereto.

1.1.6......."Excluded  Property  Contracts" means those Property  Contracts that
(i) are not cancelable upon 30 days or less notice,  or (ii) require the payment
of a penalty or premium for cancellation as designated on Exhibit 1.1.6 attached
hereto.

1.1.7......."Existing  Financing"  shall  mean the  loans  made by Lender in the
principal  amounts shown on Exhibit 1.1.7  attached  hereto which are secured by
first priority liens encumbering the Properties.

1.1.8......."Feasibility  Period"  shall have the  meaning  ascribed  to it in
Section 4.1.

1.1.9......."Fixtures  and  Tangible  Personal  Property"  means  all  fixtures,
furniture,  furnishings,  fittings, equipment,  machinery, apparatus, appliances
and other articles of tangible  personal  property now located on the Land or in
the  Improvements  as of the  Effective  Date (or  hereafter  acquired by either
Seller  prior to the  Closing  Date) and used or usable in  connection  with any
present or future  occupation  or operation of all or any part of such  Seller's
Property,  but only to the extent transferable.  The term "Fixtures and Tangible
Personal  Property"  does not include (i) equipment  leased by either Seller and
the interest of either Seller in any equipment provided to its Property for use,
but not owned or leased by such Seller,  or (ii) property owned or leased by any
Tenant and guest,  employee or other person furnishing goods or services to such
Seller's Property, (iii) property and equipment owned by either Seller, which in
the ordinary course of business of its Property is not used  exclusively for the
business,  operation or  management  of its  Property,  or (iv) the property and
equipment,  if any,  expressly  identified as being  excluded in Exhibit  1.1.9;
provided,  however,  Sellers shall,  during the Feasibility  Period,  by written
notice to Purchaser, identify any items referred to in (i) or (iii) hereof.

1.1.10......"Improvements"  means all buildings and improvements  located on the
Land taken "as is" but in reliance on any  warranties  and  representations  set
forth herein, to the extent conferred herein.

1.1.11......"Land"  means  all of that  certain  tract or  tracts  of land  more
particularly described on Exhibit A-1 and Exhibit A-2 attached hereto and made a
part hereof and all rights, privileges and appurtenances pertaining thereto.

1.1.12......"Lease(s)"  means the  interest of each Seller in and to all written
leases,  subleases  and other  occupancy  agreements,  whether or not of record,
which  provide for the use or occupancy of space or facilities on or relating to
the  Property  owned by such  Seller and which are in force as of the  Effective
Date and the Closing Date.

1.1.13......"Lender"  means  with  respect to each  Seller the entity  listed on
Exhibit 1.1.13 attached hereto.

1.1.14......"Loan  Documents"  means with  respect to each Seller the  documents
evidencing  and securing or relating to the repayment of the Existing  Financing
including,  without limitation, all amendments and modifications thereto and any
mortgage or deed of trust or equivalent security title and lien encumbering such
Seller's Property as of the date hereof.

1.1.15......"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 each  Property and owned by
the applicable Seller, but only to the extent transferable,  excluding, however,
(i)  receivables,  (ii)  Property  Contracts,  (iii) Leases  (other than leases,
subleases and other occupancy  agreements  that are not written),  (iv) Permits,
(v) fixtures and Tangible Personal Property,  (vi) cash or other funds,  whether
in petty cash or house "banks," or on deposit in bank accounts or in transit for
deposit,  unless  otherwise  payable  to  Purchaser  pursuant  to this  Purchase
Contract,  (vii) escrow,  reserves or other impound  accounts,  (viii)  refunds,
rebates  or other  claims,  or any  interest  thereon,  for  periods  or  events
occurring  prior to the Closing  Date unless such Seller is  obligated  to apply
such items for the benefit of tenants,  (ix) utility and similar  deposits,  (x)
insurance or other prepaid items,  or (xi) each Seller's  proprietary  books and
records.

1.1.16......"Notice" shall have the meaning ascribed thereto in Section 16.6.

1.1.17......"Permits"  means all  licenses and permits  granted by  governmental
authorities  having  jurisdiction  over a  Property  owned by either  Seller and
required in order to own and operate such Property.

1.1.18......"Permitted   Exceptions"   means  those   exceptions  or  conditions
permitted  to  encumber  the  title to the  Properties  in  accordance  with the
provisions of Section 5.2.

1.1.19......"Property"  or "Properties"  means the Land and Improvements and all
rights  of each  Seller  relating  to the Land and the  Improvements,  including
without  limitation,  any rights,  title and interest of such Seller, if any, in
and to (i) any strips and gores  adjacent  to the Land and any land lying in the
bed of any street, road, or avenue opened or proposed,  in front of or adjoining
the Land,  to the center line  thereof;  (ii) any unpaid award for any taking by
condemnation  or any damage to such  Property  by reason of a change of grade of
any street or  highway;  (iii) all of the  easements,  rights,  privileges,  and
appurtenances belonging or in any way appertaining to the Land and Improvements;
together with all Fixtures and Tangible Personal Property, the right, if any and
only to the  extent  transferable,  of such  Seller in the  Property  Contracts,
Leases,  Permits (other than Excluded Permits),  and the Miscellaneous  Property
Assets owned by each Seller which are located on that Seller's Property and used
in its operation.

1.1.20......"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 each
Property,  but only to the  extent  transferable  and which  are other  than the
Excluded Property Contracts and any property management agreement.

1.1.21......"Purchase  Contract"  means this  Purchase and Sale  Contract by and
between Sellers and Purchaser.

1.1.22......"Purchase  Price"  means  the  total  consideration  to be  paid  by
Purchaser to Sellers for the purchase of the Properties, as set forth in Section
3.1,  such  Purchase  Price to be  allocated  among the  Properties  as shown on
Exhibit 1.1.22 attached hereto.

1.1.23......"Rent  Roll" shall have the  meaning  ascribed  thereto in Section
8.1.1.9.

1.1.24......"Survey" shall have the meaning ascribed thereto in Section 5.11.

1.1.25......"Tenant" or "Tenants" means any person or persons or entity entitled
to occupy any portion of the Properties under a Lease.

1.1.26......"Title  Commitment"  shall have the  meaning  ascribed  thereto in
Section 5.1.

1.1.27......"Title Insurer" shall have the meaning set forth in Section 5.1.


                                   Article 2
                         PURCHASE AND SALE OF PROPERTIES

2.1.  Sellers agree to sell and convey the Properties to Purchaser and Purchaser
agrees to purchase the Properties from Sellers, in accordance with the terms and
conditions set forth in this Purchase Contract.


                                   Article 3
                  PURCHASE PRICE, DEPOSIT AND ESCROW PROVISIONS

3.1. The purchase  price  ("Purchase  Price") for the  Properties  shall be Nine
Million Nine Hundred Fifty Five Thousand and 00/100 Dollars ($9,955,000),  which
shall be paid by Purchaser, as follows:

3.1.1.......Upon  the  execution  of this  Purchase  Contract,  Purchaser  shall
deliver to Escrow  Agent the sum of One  Hundred  Thousand  and  00/100  Dollars
($100,000) (the "Initial Deposit"),  by federal wire transfer. In the event that
Purchaser does not elect to terminate this Purchase  Contract in accordance with
Section 4.2,  Purchaser  shall deliver to Escrow Agent an additional  deposit in
the sum of One Hundred  Thousand and 00/100 Dollars  ($100,000) (the "Additional
Deposit"),  by federal wire transfer not later than 5:00 p.m. EST on the date of
expiration of the  Feasibility  Period (the Initial  Deposit and the  Additional
Deposit being hereinafter referred to as the "Deposit").  Purchaser's failure to
timely deliver the Deposit shall terminate this Purchase Contract. Purchaser and
Sellers approve the form of Escrow Agreement attached as Exhibit B.

3.1.2.......The  Escrow  Agent shall hold the  Deposit and make  delivery of the
Deposit to the party entitled  thereto under the terms hereof.  The Escrow Agent
shall invest the Deposit as directed by Purchaser in its sole discretion and all
interest  and income  thereon  shall  become  part of the  Deposit  and shall be
remitted to the party entitled to the Deposit, as set forth below.

3.1.3.......If  the sale of the  Properties is closed by the date fixed therefor
(subject to extension as set forth herein),  monies held as the Deposit shall be
applied against the Purchase Price (and paid over to the Sellers) on the Closing
Date. If the sale of the Properties is not closed by the date fixed therefor (or
any such  extension  date)  owing to  failure  of  satisfaction  of a  condition
precedent to Purchaser's  obligations  that is not caused by or attributable to,
directly  or  indirectly,  any act or failure to act of  Purchaser,  the Deposit
shall be returned and refunded to  Purchaser,  and neither  party shall have any
further  liability  hereunder,  subject to and except for Purchaser's  liability
under Section 4.4.

3.1.4.......If  the sale of the  Properties  is not  closed  by the  date  fixed
therefor  (subject  to any  extension  set forth  herein)  owing to  failure  of
performance  by either Seller,  Purchaser  shall be entitled to the remedies set
forth in Article 12 hereof.  If the sale of the  Properties is not closed by the
date fixed  therefor  (or any such  extension  date set forth  herein)  owing to
failure of performance by Purchaser, the Deposit shall be forfeited by Purchaser
and the sum thereof shall go to Sellers as Sellers'  sole and  exclusive  remedy
forthwith as liquidated  damages for the lost opportunity  costs and transaction
expenses incurred by Sellers, as more fully set forth in Article 12 below.


                                   Article 4
                               FEASIBILITY PERIOD

4.1.  Subject to the terms of Section 4.4 below,  for thirty (30)  calendar days
following the Effective  Date (the  "Feasibility  Period"),  Purchaser,  and its
agents,   contractors,    engineers,   surveyors,   attorneys,   and   employees
("Consultants")  shall have the right from time to time,  during normal business
hours and after prior notice to Sellers, to enter onto the Properties:

4.1.1.......To  conduct and make any and all studies,  tests,  examinations  and
inspections,  or  investigations  of or concerning  the  Properties  (including,
without   limitation,   environmental   studies,   structural   engineering  and
feasibility  studies,  evaluation  of drainage and flood  plain,  soil tests for
bearing  capacity and percolation,  surveys,  including  topographical  surveys,
title and zoning law compliance).

4.1.2.......To confirm any and all matters which Purchaser may desire to confirm
with respect to the Properties.

4.1.3.......To ascertain and confirm the  suitability  of the  Properties  for
Purchaser's intended use.

4.1.4.......To review and copy (at Purchaser's expense) the materials referenced
in Section 4.3 (other than each Seller's proprietary information).

4.2.  Should the  results of any of the matters  referred  to in  sub-paragraphs
4.1.1,  4.1.2, 4.1.3 and 4.1.4 above appear  unsatisfactory to Purchaser for any
reason or if Purchaser  elects not to proceed with the transaction  contemplated
by this Purchase 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  Purchase  Contract by giving  written  Notice to that effect to
Sellers and Escrow Agent on or before 5:00 p.m. EST on the date of expiration of
the  Feasibility  Period.  If Purchaser  exercises its right to terminate,  this
Purchase Contract shall terminate and be of no further force and effect, subject
to and except for  Purchaser's  liability  under  Section  4.4, and Escrow Agent
shall  forthwith  deliver to Sellers the sum of One  Hundred and 00/100  Dollars
($100.00)  as  consideration  for Sellers  having taken the  Properties  off the
market,  and return the  Deposit to  Purchaser.  If  Purchaser  fails to provide
Sellers  with  written  Notice of  termination  prior to the  expiration  of the
Feasibility  Period in strict  accordance  with the  Notice  provisions  of this
Purchase Contract,  this Purchase Contract shall remain in full force and effect
and Purchaser's  obligation to purchase the Properties  shall be  non-contingent
and  unconditional  except only for  satisfaction  of the  conditions  expressly
stated in this Article 4 and in Article 9.

4.3. No later than five (5) Business Days after the Effective  Date, each Seller
with  respect  to its  Property  shall  deliver  (solely  to the  extent in such
Seller's possession or control) to the Purchaser copies of existing (i) Property
Contracts,  (ii)  Leases (in effect as of the  Effective  Date),  (iii) soil and
environmental  reports and  studies,  (iv)  reports and studies  relating to the
physical condition of its Property, (v) a list of Fixtures and Tangible Personal
Property,  (vi) monthly  operating  statements  and audited or unaudited  annual
operating  statements  for the twelve (12) month period  prior to the  Effective
Date,  (vii) a rent roll, a list of all accounts  receivable  and a  delinquency
report,  (viii) copies of termination notices relating to the Leases received by
such Seller which would be effective  after the Closing Date, (ix) copies of any
notices received from local and state governmental authorities.  In addition, no
later than five (5) days  following the Effective  Date,  each Seller shall make
available to  Purchaser  at its Property (in each case,  solely to the extent in
such Seller's possession or control) the following with respect to its Property:
(x) architectural and engineering plans, (xi) tenant  correspondence  files with
respect to the  Leases,  (xii)  service  and  repair  requests  and work  orders
relating to such  Property,  and (xiii) copies of  governmental  permits,  alarm
registrations and other permits and licenses  necessary for the operation of its
Property.

4.4.  Purchaser shall indemnify,  defend (with attorneys  selected by Sellers in
their reasonable discretion) and hold each Seller harmless for any actions taken
by Purchaser  and its  Consultants  and any and all claims,  damages,  costs and
liability which may arise due to such entries, surveys, tests, investigation and
the like on the Properties in connection with the performance of Purchaser's due
diligence hereunder;  provided, however, that notwithstanding anything herein to
the contrary,  Purchaser shall not be liable for any damages  incurred by either
Seller  resulting from the mere discovery by Purchaser of a condition at or with
regard to such Seller's Property, Purchaser hereby acknowledging,  however, that
Sellers shall have no obligation to Purchaser in connection  with such condition
or otherwise to remedy such condition unless the remedy of specific performance,
as provided in Article 12 hereof,  would  require a Seller to do so. Each Seller
shall have the right, without limitation,  to disapprove of any and all entries,
surveys,  tests,  investigations  and the like other than Phase I  environmental
investigations that in its reasonable judgment could result in any injury to its
Property or breach of any  agreement,  or expose  such Seller to any  liability,
costs, liens or violations of applicable law, or otherwise  adversely affect its
Property or such Seller's interest  therein.  No consent by either Seller to any
such  activity  shall be deemed  to  constitute  a waiver  by  either  Seller or
assumption  of liability or risk by either  Seller.  Purchaser  hereby agrees to
restore the  Properties  to the same  condition  existing  immediately  prior to
Purchaser's  exercise of its rights  pursuant to this Article 4, at  Purchaser's
sole cost and expense, to the extent the damage to any Property or the change in
condition thereof is attributable to the performance of due diligence  hereunder
by Purchaser or its Consultants.  Purchaser shall maintain  comprehensive public
liability  insurance with broad form  contractual and personal injury  liability
endorsements with respect to each Property and Purchaser's activities carried on
therein,  in amounts  (including  deductible  amounts)  and with such  insurance
carriers as shall be approved by Sellers and naming Sellers and their affiliates
as additional  insureds,  with endorsements  acceptable to Sellers,  including a
waiver of defenses of the insurer based on the actions or inaction of Purchaser.
Such liability  insurance  shall provide  coverages of not less than  $1,000,000
(per  occurrence  and in the  aggregate)  for death or injury to persons and for
property  damage.  The  provisions  of this Section shall survive the Closing or
termination of this Purchase Contract.

4.5.  Purchaser  shall not permit any mechanic's or  materialman's  liens or any
other  liens to attach to either  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 studies or tests  conducted by or for Purchaser.  Purchaser
shall give notice to Sellers  within a  reasonable  time prior to entry onto any
Property and shall permit each Seller to have a  representative  present  during
all  investigations  and  inspections  conducted  with respect to its  Property.
Purchaser  shall take all  reasonable  actions  and  implement  all  protections
necessary to ensure that all actions taken in connection with the investigations
and inspections of the Properties,  and all equipment,  materials and substances
generated,  used or brought onto the Properties,  pose no material threat to the
safety of persons or the  environment  and cause no damage to the  Properties or
other property of Sellers or other persons.


                                   Article 5
                                      TITLE

5.1.  Sellers have secured  commitments  for title  insurance for the Properties
(collectively  the "Title  Commitment")  from  Stewart  Title  Guaranty  Company
("Title  Insurer") for owner's title insurance  policies (1992 ALTA Form B), and
have  delivered the Title  Commitment  together  with copies of all  instruments
identified  as exceptions  therein to  Purchaser.  Each Seller agrees that it is
responsible  for the cost of a standard  owner's  title policy for its Property.
Purchaser  agrees that it shall be solely  responsible  for payment of all costs
relating to any extended owner's title policies and any requested endorsements.

5.2. Purchaser agrees to accept title to the Land and Improvements in accordance
with the  terms  of this  Purchase  Contract,  so long as with  respect  to each
Property  (i) the  title  is good and  marketable  and  insurable,  and (ii) any
conveyance by special  warranty or an equivalent  deed pursuant to this Purchase
Contract  shall  be  subject  to the  following,  all of which  shall be  deemed
"Permitted  Exceptions,"  and  Purchaser  agrees  to  accept  the deed and title
subject thereto:

5.2.1.......All  exceptions  shown in the Title Commitment on the date three (3)
Business  Days prior to the  expiration  of the  Feasibility  Period  other than
mechanics'  liens and taxes due and payable with respect to the period preceding
Closing and the  standard  exceptions  which shall be omitted  [except  that the
standard  exception for parties in possession  shall be modified to read "rights
of tenants as tenants only under unrecorded leases"];

5.2.2.......All Leases;

5.2.3.......Real estate and property taxes to the extent not due and payable;

5.2.4.......Such  exceptions and matters as the Title Insurer shall be willing
to omit as exceptions to coverage; and

5.2.5.......All  Property  Contracts which are not identified for termination by
Purchaser  during the  Feasibility  Period and all Excluded  Property  Contracts
which shall be assumed by  Purchaser or cancelled  with  Purchaser  being solely
responsible for the payment of any cancellation fees or penalties.

5.3. With respect to each Property, the existence of the Loan Documents,  liens,
or  encumbrances  shall not be  objections  to  title,  provided  that  properly
executed instruments in recordable form necessary to satisfy and remove the same
of record are  delivered  to the  Purchaser  at Closing or, in the  alternative,
payoff  letters from the Lender or any holder of any Loan  Documents  shall have
been  delivered to and accepted by the Title Insurer  (sufficient  to remove the
same from the policy issued at Closing), together in either case, with recording
and/or filing fees.

5.4. Unpaid liens for taxes, charges, and assessments shall not be objections to
title,  but the amount  thereof plus  interest and  penalties  thereon  shall be
deducted  from  the  Purchase  Price  to be  paid  for the  applicable  Property
hereunder and allowed to Purchaser,  subject to the provisions for apportionment
of taxes and charges contained herein.

5.5. Unpaid franchise or business  corporation  taxes of any corporations in the
chain of title  shall  not be an  objection  to title,  provided  that the Title
Insurer  agrees to insure against  collection out of the applicable  Property or
otherwise  against  Purchaser or its affiliates,  and provided  further that the
Title  Insurer  agrees to omit such taxes as exceptions to coverage with respect
to any lender's title insurance policy with respect to the applicable Property.

5.6. If on the Closing Date there shall be conditional  bills of sale or Uniform
Commercial Code Financing Statements  applicable to any Property that exceed the
period of time  mandated  under the law of the state  where the  Properties  are
located that a Uniform Commercial Code Financing  Statement is perfected without
the filing of UCC-3 continuation  statements and such Financing  Statements have
not been  extended  by the filing of UCC-3  continuation  statements  within the
applicable  time period  mandated by the  applicable  state law, such  Financing
Statements shall not be deemed an objection to title.

5.7. If on the Closing Date, the state of title is other than in accordance with
the requirements  set forth in this Purchase  Contract or if any condition to be
fulfilled  by either  Seller shall not be  satisfied,  Purchaser  shall  provide
Sellers with written  Notice  thereof at such time,  or such title  objection or
unfulfilled  condition  shall be  deemed  waived  by  Purchaser  in  which  case
Purchaser and Sellers  shall  proceed to  consummate  the Closing on the Closing
Date. If Purchaser timely gives Sellers such Notice,  each Seller,  with respect
its Property and at its sole option and within seven (7) calendar days following
receipt  of such  Notice,  may  elect  to cure  such  objection  or  unfulfilled
condition  for up to thirty (30)  calendar  days.  Should such Seller be able to
cure such title  objection or condition,  or should such Seller be able to cause
title insurance over the same by the Closing Date or any postponed Closing Date,
or should  Purchaser  waive such  objection or condition  within such period for
cure,  then the Closing shall take place on or before fifteen (15) calendar days
after such cure or waiver.

5.8.  Subject to each  Seller's  obligation to cure under Section 5.9, if during
the period of cure either  Seller,  with respect to its  Property,  is unable or
unwilling,  in its sole discretion or opinion, to eliminate such title objection
or cause a title  insurance  company to insure over such matter or satisfy  such
unfulfilled condition,  Sellers shall give Purchaser written Notice thereof, and
if  Purchaser  does not waive such  objection  by written  Notice  delivered  to
Sellers and the Title Insurer on or before seven (7) calendar days following the
date Sellers give such Notice,  then this Purchase Contract shall  automatically
terminate,  the Deposit  shall be returned to Purchaser by the Escrow Agent less
the  sum  of  One  Hundred  and  00/100   Dollars  ($100)  paid  to  Sellers  as
consideration for taking the Properties off of the market; each Seller shall pay
to Purchaser the amount of actual third party  out-of-pocket  costs and expenses
incurred by Purchaser in  connection  with the  investigations  of such Seller's
Property  in an  amount  not to  exceed a total of Twenty  Thousand  and  00/100
Dollars  ($20,000)  paid to Purchaser for both  Properties and as a condition of
prior to such payment to Purchaser,  Sellers shall have been provided  copies of
and rights to all inspections and reports;  and the parties hereto shall have no
further obligations to each other.

5.9. Each Seller covenants that it will not voluntarily create or cause any lien
or  encumbrance  (other than Leases and  Property  Contracts  permitted  by this
Purchase  Contract) to attach to its Property between the Effective Date and the
Closing Date.  Any monetary lien or encumbrance so attaching by voluntary act of
either Seller shall be discharged by such Seller at or prior to Closing,  on the
Closing Date or any postponed Closing Date. Except as expressly  provided above,
neither Seller shall be required to undertake  efforts to remove any other lien,
encumbrance,  security interest,  exception,  objection or other matter, to make
any  expenditure  of money or  institute  litigation  or any other  judicial  or
administrative proceeding and either Seller may elect not to discharge the same.

5.10.  Anything to the contrary  notwithstanding,  Purchaser  shall not have any
right to terminate  this Purchase  Contract or object to any lien,  encumbrance,
exception or other matter that is a Permitted Exception, that has been waived or
that has been deemed to have been waived by Purchaser.

5.11. Sellers have caused a survey to be prepared for the Properties ("Survey").
An original counterpart of the Survey has been or will be delivered to Purchaser
no later than ten (10) Business Days after the Effective Date. In the event that
the perimeter legal description of any Property contained in such Survey differs
from that  contained  in the deed or deeds by which a Seller  took  title to its
Property,  the latter  description shall be used in the special warranty deed or
equivalent  (which is attached  as Exhibit A-1 and Exhibit A-2 to this  Purchase
Contract for each  Property)  delivered to Purchaser at Closing,  and the Survey
legal shall be used in a quitclaim  deed to the  applicable  Property which also
shall  be  delivered  to  Purchaser  at  Closing.  Should  the  Survey  disclose
conditions that give rise to a title exception other than a Permitted Exception,
Purchaser shall have the right to object thereto within the  Feasibility  Period
in accordance  with the procedures  set forth in Article 4 above.  Purchaser and
Sellers  agree to split the cost of the Survey  which shall be paid on or before
the Closing. Purchaser agrees to pay any additional costs relating to the Survey
or any update thereto on or before the Closing.  Notwithstanding  the foregoing,
if the  transactions  contemplated  by this Purchase  Contract do not close then
Sellers shall be responsible for the full cost of the Survey.


                                    Article 6
                                    FINANCING

6.1  Purchaser  assumes full  responsibility  to  expeditiously  and  diligently
initiate  and  pursue  all steps  necessary  to obtain  the funds  required  for
settlement, and Purchaser's acquisition of such funds shall not be a contingency
to Closing.  It is  specifically  agreed that Sellers  shall not be obligated to
prepay the Existing  Financing  until the Closing  Date,  and then only from the
proceeds of the Purchase Price.


                                    Article 7
                                     CLOSING

7.1.  Dates, Places Of Closing, Prorations, And Delinquent Rent.

7.1.1.......The  Closing  shall  take  place on August 1,  2001,  provided  that
Purchaser  has not  terminated  this Purchase  Contract  pursuant to Section 4.2
hereof. The parties may mutually agree to an earlier Closing Date. Purchaser and
Sellers  shall  conduct the Closing  through an escrow with the Title Insurer in
its Houston, Texas office,  whereby Sellers,  Purchaser and their attorneys need
not be  physically  present at the  Closing and each may  deliver  documents  by
overnight air courier or other means to the Escrow Agent.

7.1.2.......[INTENTIONALLY DELETED].

7.1.3.......All  normal and customarily  proratable  items,  including,  without
limitation,  Rents (as  defined  below),  income  derived  from the  Properties,
operating expenses,  personal and real property taxes, other operating expenses,
and fees,  shall be prorated as of  midnight  on the day  preceding  the Closing
Date,  Sellers  being charged and credited for all of same  attributable  to the
period up to midnight on the day  preceding  the Closing Date (and  credited for
any amounts paid by Sellers  attributable  to the period on or after midnight on
the day preceding the Closing Date) 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  midnight on the day preceding  Closing Date.  All unapplied
security  deposits under Leases,  if any, shall be transferred by each Seller to
Purchaser at the Closing.  Purchaser  shall assume at Closing the  obligation to
pay such  security  deposits to Tenants,  if required  under the Leases,  to the
extent that such security  deposits are  transferred or credited to Purchaser at
Closing. Any real estate ad valorem or similar taxes for the Properties,  or any
installment of assessments  payable in installments which installment is payable
in the year of Closing,  shall be prorated to midnight on the day  preceding 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 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 applicable  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 and a  re-proration  of real estate taxes
shall  subsequently  be performed based upon the assessed value and tax rate for
the year in which the Closing occurs at the time that such  information  becomes
available.  The proration shall be final and unadjustable  except-as provided in
the following  paragraph.  For purposes of this Section 7.1.3 and Sections 7.1.4
and 7.1.5 the terms "Rent" and "Rents" shall include,  without limitation,  base
rents,  additional rents, and any other charges under the Leases. The provisions
of this  Section  7.1.3  shall  apply  during the  Proration  Period (as defined
below).

7.1.4.......If  any of the  items  subject  to  proration  hereunder  cannot  be
prorated  at the Closing  because  the  information  necessary  to compute  such
proration is unavailable,  or if any errors or omissions in computing prorations
at the Closing are discovered subsequent to the Closing, then such item shall be
reapportioned and such errors and omissions corrected promptly after the date of
such availability or discovery and the proper party reimbursed, which obligation
shall survive the Closing for a period (the "Proration Period") from the Closing
Date until one (l) year after the Closing  Date.  No party hereto shall have the
right to require a  recomputation  of a Closing  proration or a correction of an
error or omission in a Closing  proration unless within the Proration Period one
of the parties hereto (i) has obtained the previously unavailable information or
has discovered  the error or omission,  and (ii) has given Notice thereof to the
other  party  together  with  a copy  of its  good  faith  recomputation  of the
proration   and  copies  of  all   substantiating   information   used  in  such
recomputation.  The  failure  of a party to obtain  any  previously  unavailable
information  or discover an error or omission with respect to an item subject to
proration  hereunder  and to give Notice  thereof as provided  above  within the
Proration  Period shall be deemed a waiver of its right to cause a recomputation
or a  correction  of an error or  omission  with  respect to such item after the
Closing Date.

7.1.5.......With  respect  to  unpaid  Rent  not  more  than  thirty  (30)  days
delinquent,  Purchaser shall use reasonable efforts to collect the same for each
Seller's  benefit  after the Closing in the usual course of the operation of the
Properties  (but  Purchaser  shall not be  required to incur any expense in such
collection  effort)  and  such  collection,  if any  shall  be  remitted  to the
applicable Seller (less costs and expenses of collection,  if any) promptly upon
receipt by Purchaser;  provided Purchaser's  obligation to remit such delinquent
rental payments to such Seller shall terminate sixty (60) days after the Closing
Date.  Nothing  contained herein shall operate to require Purchaser to institute
any lawsuit or other  collection  procedure to collect such delinquent  rentals.
Sellers and Purchaser  agree that any sums received by Purchaser from any tenant
owing delinquent rentals shall first be applied to rentals and any other amounts
owed to  Purchaser  and then to  delinquent  rentals  with respect to the period
before  Closing.  This  provision  shall survive the Closing for a period not to
exceed ninety (90) days.

7.1.6.......Fuel,  water  and  sewer  service  charges,  and  charges  for  gas,
electricity,  telephone and all other public  utilities  shall be adjusted as of
midnight of the day immediately  preceding the Closing Date. If there are meters
on any Property  measuring the  consumption of water,  gas or electric  current,
each Seller shall, not more than one (1) Business Day prior to the Closing Date,
cause such meters (for  utilities  for which such Seller,  and not  Tenants,  is
responsible)  to be read and shall pay promptly all utility bills for which such
Seller is liable upon receipt of statements therefor.  Purchaser shall be liable
for and shall pay all  utility  bills for  services  rendered  after  such meter
readings.

7.1.7.......If  any security  deposit for a corporate  apartment  unit is in the
form of a letter of credit, then the applicable Seller shall cause a replacement
letter of credit to be issued and  delivered  to  Purchaser  on the Closing Date
upon the same  terms  and  conditions  as the  original  letter  of  credit.  If
replacement letters of credit cannot be issued and delivered to Purchaser on the
Closing Date,  then such Seller shall deposit with Purchaser on the Closing Date
cash equal to the amount of the  letters of credit not  replaced,  to be held by
Purchaser as tenant security  deposits until  replacement  letters of credit are
delivered to Purchaser.

7.1.8.......All  apartment  units  vacated for more than seven (7) Business Days
must be in a "rent  ready"  condition.  Rent ready  means  Seller's  routine and
customary  preparation  of units  for  rental  in  Seller's  ordinary  course of
business.

7.2.  To Be Delivered Prior To Or At Closing.

7.2.1.......Sellers.  At Closing,  each  Seller  shall  deliver to  Purchaser,
each of the following items, as applicable:

7.2.1.1.....Special  warranty or equivalent deed in the form attached as Exhibit
7.2.1.1 to Purchaser. The acceptance of the deeds at Closing, shall be deemed to
be full performance of, and discharge of, every agreement and obligation on each
Seller's  part to be performed  under this Purchase  Contract,  except for those
that this Purchase Contract specifically provides shall survive Closing.

7.2.1.2.....A Bill of Sale,  without recourse or warranty,  in the form attached
as Exhibit 7.2.1.2 covering all Property Contracts, Permits (other than Excluded
Permits), and Fixtures and Tangible Personal Property required to be transferred
to  Purchaser  with  respect  to  such  applicable  Property.   Purchaser  shall
countersign  the same so as to effect an  assumption  by  Purchaser,  including,
without limitation, of each Seller's obligations thereunder.

7.2.1.3.....A  General  Assignment  (to the extent  assignable  and in  effect),
without recourse or warranty,  in the form attached hereto as Exhibit 7.2.1.3 of
each Seller's  right,  title and interest in and to the  Miscellaneous  Property
Assets,  subject to required consents.  Purchaser shall counter sign the same so
as to effect an assumption by Purchaser,  including, without limitation, of each
Seller's obligations thereunder.

7.2.1.4.....A closing statement executed by each Seller.

7.2.1.5.....A  Seller's  Affidavit,   as  applicable,   in  the  customary  form
reasonably  acceptable  to each Seller and Title Insurer to enable Title Insurer
to  delete  the  standard  exceptions,  (other  than  matters  constituting  any
Permitted  Exceptions to the title insurance policies set forth in this Purchase
Contract to be issued  pursuant  to the Title  Commitment);  provided  that such
affidavit does not subject either Seller to any greater liability, or impose any
additional obligations, other than as set forth in this Purchase Contract.

7.2.1.6.....A  certification  of each Seller's  non-foreign  status  pursuant to
Section  1445 of the  Internal  Revenue  Code of 1986,  as amended,  in the form
attached as Exhibit 7.2.1.6.

7.2.1.7.....A letter duly executed by each Seller advising the tenants under the
Leases of the change in ownership of such Property, if requested by Purchaser.

7.2.1.8.....An  Assignment of Leases and Security  Deposits in the form attached
as Exhibit 7.2.1.8  covering all Leases and Security  Deposits.  Purchaser shall
countersign  the same so as to effect an  assumption  by  Purchaser,  including,
without limitation, of each Seller's obligations thereunder.

7.2.1.9.....The  most current rent roll  together  with a  Certification  by the
applicable  Seller  that  such  Rent Roll is in all  material  respects  a true,
correct and complete list of all the Leases currently in effect.

7.2.1.10....Notices of termination (effective as of the Closing Date) to service
providers  whose  Property  Contracts  will not be assumed by  Purchaser  at the
Closing,  the  identification  of such providers  being provided by Purchaser to
such Seller during the Feasibility Period.

7.2.1.11....Original  tenant leases,  modifications and amendments to the extent
in each Seller's possession or control.

7.2.1.12....All  certificates  of occupancy with respect to the Properties  that
are in each Seller's possession.

7.2.1.13....A  complete  set  of  architectural,   structural,   mechanical  and
electrical plans and  specifications  for the Properties,  to the extent in each
Seller's possession or control.

7.2.1.14....Copies of all existing books, records, papers, agreements, including
bookkeeping  and  accounting  records  (other  than  each  Seller's  proprietary
information),  which are in each Seller's  possession or control relating to the
applicable Property.

7.2.1.15....All keys to each  Property  which are in the  applicable  Seller's
possession.

7.2.1.16....Proof  that the property management  agreements have been terminated
and are of no further force and effect, if cancelable.

7.2.1.17....Resolutions,   certificates   of  good  standing,   and  such  other
organizational  documents  of each Seller as the Title  Insurer  may  reasonably
require evidencing each Seller's authority to consummate the transaction.

7.2.1.18....Such other instruments, documents or certificates as are required to
be delivered or made available by Sellers to Purchaser in accordance with any of
the other provisions of this Purchase Contract,  including,  without limitation,
Section 4.3 hereof, which have not already been provided to Purchaser.

7.3.  Purchaser.  At Closing,  Purchaser  shall  deliver to Title Insurer (for
disbursement  to Sellers upon Closing) the following items with respect to the
Properties being conveyed at such Closing:

7.3.1.......The  full  Purchase  Price as required by Article 3 hereof minus the
Deposit  applied  to the  Purchase  Price,  plus or  minus  the  adjustments  or
prorations required by this Purchase Contract. If at Closing there are any liens
or encumbrances on any Property that either Seller is obligated or elects to pay
and  discharge,  such Seller may use any portion of the Purchase  Price for such
Property to satisfy the same,  provided that such Seller shall have delivered to
Title  Insurer on such Closing  instruments  in  recordable  form  sufficient to
satisfy such liens and encumbrances of record (or as to any mortgages,  deeds to
secure debt or deeds of trust,  appropriate  payoff  letters,  acceptable to the
Title Insurer),  together with the cost of recording or filing such instruments.
The existence of any such liens or encumbrances  shall not be deemed  objections
to title if such Seller shall comply with the foregoing requirements.

7.3.2.......A closing statement executed by Purchaser.

7.3.3.......A  countersigned  counterpart  of the  Bill of  Sale  in the  form
attached as Exhibit 7.2.1.2.
            ---------------

7.3.4.......A countersigned  counterpart of the General Assignment in the form
attached as Exhibit 7.2.1.3.
            ---------------

7.3.5.......A countersigned counterpart of the Assignment of Leases and Security
Deposits in the form attached as Exhibit 7.2.1.8.

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

7.4. Closing Costs.  Except as otherwise provided in this Purchase Contract each
party shall pay its own costs to close the purchase  and sale of the  Properties
and Sellers and  Purchaser  shall each pay  one-half  the expenses of the Escrow
Agent.  Each party shall pay the fees and costs of its own attorneys and agents.
Purchaser  shall pay all  recording  costs,  all costs and fees  relating to the
prepayment of the Existing Financing,  and all transfer or similar taxes payable
in connection with the transfer of real property in the jurisdiction  where each
Property is located.

                                   Article 8
       REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS ANDPURCHASER

8.1.  Representations And Warranties Of Sellers.

8.1.1.......For  the purpose of inducing  Purchaser to enter into this  Purchase
Contract and to consummate the sale and purchase of the Properties in accordance
herewith,  each Seller  represents and warrants to Purchaser the following as of
the Effective Date and as of the Closing Date:

8.1.1.1.....Each  Seller is a limited partnership,  lawfully and duly organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
formation  set forth in the initial  paragraph of this  Purchase  Contract;  and
shall at the  Closing  have the  power  and  authority  to sell and  convey  its
Property and to execute the documents to be executed by such Seller and prior to
Closing will have taken,  as  applicable,  all corporate,  partnership,  limited
liability  company or equivalent  entity actions  required for the execution and
delivery of this Purchase  Contract,  and the  consummation of the  transactions
contemplated  by this Purchase  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
purchase  contract  to which any  Seller  is a party or by which  any  Seller is
otherwise bound.

8.1.1.2.....To  each Seller's  knowledge,  no pending or  threatened  litigation
exists which if determined  adversely  would  restrain the  consummation  of the
transactions  contemplated by this Purchase  Contract or would declare  illegal,
invalid or non-binding such Seller's obligations or covenants to Purchaser.

8.1.1.3.....Each Seller holds title to its Property, including all real property
contained  therein  required  to be  sold  to  Purchaser,  subject  only  to the
Permitted Exceptions  applicable to such Property,  Purchaser hereby agrees that
the  foregoing  representation  and  warranty  shall not survive the Closing but
shall  merge into the  special  warranty  or  equivalent  deed as  delivered  to
Purchaser by each Seller.

8.1.1.4.....There  are  no  adverse  or  other  parties  in  possession  of  the
Properties,  except  for  occupants,  guests  and  tenants  under the  Leases or
otherwise as set forth in the Rent Roll for each Property.

8.1.1.5.....The  joinder of no person or entity  other than Sellers is necessary
to convey the  Properties,  fully and completely to Purchaser at Closing,  or to
fulfill each Seller's  obligations,  and each Seller has all necessary right and
authority to convey and assign to Purchaser all contract  rights and  warranties
required to be conveyed and assigned to Purchaser  hereunder with respect to its
Property.

8.1.1.6.....Purchaser has no duty to collect withholding taxes for either Seller
pursuant to the Foreign Investors Real Property Tax Act of 1980, as amended.

8.1.1.7.....To  each  Seller's  knowledge,  there are no  actions,  proceedings,
litigation or governmental  investigations  or  condemnation  actions pending or
threatened  against its  Property,  to the  transactions  hereby or against such
Seller  relating to its Property as  applicable,  except as set forth in Exhibit
8.1.1.7.

8.1.1.8.....Each  Seller has no  knowledge  of any  claims for labor  performed,
materials  furnished  or services  rendered  in  connection  with  constructing,
improving  or  repairing  its  Property,  caused by such Seller and which remain
unpaid  beyond the date for which  payment was due and in respect of which liens
may or could be filed  against its  Property,  except for repairs,  materials or
services furnished in the ordinary course of business and except as shown on the
Title  Commitment for such Property.  Purchaser hereby agrees that the foregoing
representation  and warranty  shall not survive the Closing but shall merge into
the special warranty or equivalent deed and the "Seller's Affidavit" executed by
each Seller and delivered to the Title Insurer.

8.1.1.9.....To the best of each Seller's knowledge, there are no leases, license
agreements,  occupancy  agreements  or  tenancies  for any space in its Property
other than those Leases set forth on the rent roll for its  Property  (the "Rent
Roll") and those Leases listed on Exhibit 8.1.1.9  attached  hereto,  if any. To
the best of each Seller's  knowledge,  there are no oral agreements  relating to
the use or  occupancy  of its  Property or any oral leases which will be binding
upon any  portion of its  Property  or  Purchaser  and the Leases  delivered  to
Purchaser by such Seller are true and correct copies of all such Leases.

8.1.1.10....To the best of each Seller's knowledge, such Seller has not received
any notice of any violation or alleged  violation of any laws,  regulations,  or
other requirements of any governmental  agency or authority having  jurisdiction
over or affecting the its Property,  to include,  without limitation,  notice of
the  violation or alleged  violation  of any  environmental  protection  laws or
regulations  except as shown in the  materials  delivered  or made  available to
Purchaser pursuant to Section 4.3.

8.1.1.11....To the best of each Seller's knowledge, with respect to its Property
all commissions due on Leases or renewals of Leases have been paid in full as of
the Effective Date and all tenant buildout and other  obligations due to tenants
under the Leases have been paid in full or otherwise have been satisfied.

8.1.1.12....To the best of each Seller's  knowledge,  the Rent Roll delivered by
such Seller  with  respect to its  Property is true and correct in all  material
respects.

8.1.1.13....Each  Seller shall provide  notice to Purchaser of any damage to its
Property  if the cost to repair  the same  would  reasonably  exceed  $50,000 as
determined in such Seller's sole discretion.

8.1.1.14....Except  for the representations  and warranties  expressly set forth
above in Section 8.1, or as otherwise set forth in this Purchase  Contract,  the
Properties  are 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 relying upon, no  information
provided by Sellers and no statements, representations or warranties, express or
implied,  made by or enforceable  directly  against  either  Seller,  including,
without limitation, any relating to the value of the Properties, the physical or
environmental  condition of the Properties,  the state, federal, county or local
law, ordinance,  order, permit or suitability,  compliance or lack of compliance
of the Properties  with any  regulation,  or any other attribute or matter of or
relating to the Properties  (other than any covenants of title  contained in the
deed or other conveyance  instruments conveying each Property and the warranties
or representations  set forth in this Purchase Contract).  Purchaser  represents
and warrants  that as of the Closing  Date, it shall have reviewed and conducted
such independent analyses,  studies, reports,  investigations and inspections as
it deems  appropriate in connection with the  Properties.  If Sellers provide or
have provided any documents, opinions or work product of consultants, surveyors,
architects,  engineers,  title companies,  governmental authorities or any other
person or entity with respect to the  Properties,  Purchaser  and Sellers  agree
that Sellers have done so or shall do so only for the convenience of the parties
and any reliance by Purchaser upon any such documents,  opinions or work product
shall not create or give rise to any liability of or against either Seller,  any
Seller's  partners or affiliates or any of its  respective  partners,  officers,
directors,   participants,   employees,  contractors,   attorneys,  consultants,
representatives,   agents,  successors,   assigns  or  predecessors-in-interest.
Purchaser  shall rely only upon any title  insurance  obtained by Purchaser with
respect to title to each Property and the warranties in the special  warranty or
equivalent  deed for such Property.  Purchaser  acknowledges  and agrees that no
representation  has been made and no  responsibility is assumed by either Seller
with respect to and future  applicable  zoning or building code  requirements or
the compliance of its Property with any other future laws, rules,  ordinances or
regulations,  the financial earning capacity or expense history of its Property,
the continuation of contracts,  continued  occupancy levels of its Property,  or
any part  thereof,  or the  continued  occupancy  by  tenants  of any Leases or,
without  limiting any of the foregoing,  occupancy at Closing.  Purchaser hereby
releases  each  Seller from any and all claims and  liabilities  relating to the
foregoing matters, except as provided in Subsection 8.1.1.13.

8.1.1.15....Unless  otherwise  set forth in Section 8.1,  Sellers and  Purchaser
agree that those representations  contained in Section 8.1 shall survive Closing
for a period of one (1) year after the  Closing  Date  (that is, any  proceeding
based on the breach of a  representation  contained in Section 8.1 that survives
Closing must be commenced within one (1) year subsequent to the Closing Date).

8.1.1.16....Any  statement  contained in the  representations  and warranties in
this  Section  8.1 and made to the  knowledge  of a Seller  shall  mean ONLY the
actual knowledge of such Seller based upon the information  communicated to such
Seller  with  respect  to its  Property  by the  individuals  listed on  Exhibit
8.1.1.14 attached hereto;  and otherwise any reference to the "knowledge" of any
Seller  shall not be deemed to imply any duty of  investigation  or  inquiry  by
either  Seller,  and shall not be  construed  to include  the  knowledge  of any
member,  partner,  officer,  director,  agent, employee or representative of any
Seller or any affiliate of any Seller,  imputed to such Seller or constructively
attributed  to such Seller,  other than as set forth in this  Section  8.1.1.14,
each  Seller  hereby  warrants  and  represents  to  Purchaser  that the persons
identified in this Section 8.1.1.14 are the persons who have the most definitive
knowledge with respect to each Seller and its Property.

8.2.  Representations And Warranties Of Purchaser

8.2.1.......For  the purpose of inducing each Seller to enter into this Purchase
Contract and to consummate the sale and purchase of the Properties in accordance
herewith,  Purchaser  represents and warrants to each Seller the following as of
the Effective Date and as of the Closing Date:

8.2.1.1.....With respect to Purchaser and its business,  Purchaser  represents
and warrants, in particular, that:

8.2.1.2.....Purchaser  is a corporation duly organized,  validly existing and in
good standing under the laws of State of Alabama. Purchaser is sophisticated and
experienced in the acquisition,  ownership and operation of multi-family housing
projects  similar to the  Properties,  and has full  knowledge of all applicable
federal,  state and local laws, rules,  regulations and ordinances in connection
therewith.

8.2.1.3.....Purchaser,  acting  through any of its or their duly  empowered  and
authorized  officers,  joint venturers,  partners or members,  has all necessary
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
Purchase Contract, to execute and deliver the documents and instruments required
of Purchaser herein, and to perform its obligations hereunder; and no consent of
any Purchaser's  officers,  joint  venturers,  partners,  managers or members is
required to so empower Purchaser.

8.2.1.4.....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 Purchase  Contract or would declare  illegal,
invalid or  non-binding  any of  Purchaser's  obligations  or  covenants to each
Seller.

8.2.1.5.....Purchaser  is duly authorized to execute and deliver, acting through
its duly empowered and authorized officers, joint venturers,  partners, managers
and members,  respectively, and perform this Purchase Contract and all documents
and instruments and transactions  contemplated  hereby or incidental hereto, and
such  execution,  delivery and performance by Purchaser does not (i) violate any
of the provisions of their respective articles of incorporation or organization,
operating  agreements,  partnership  agreements  or  bylaws,  (ii)  violate  any
provision of any law, governmental rule or regulation currently in effect, (iii)
violate any judgment,  decree, writ, injunction,  award,  determination or order
currently in effect that names or is  specifically  directed at Purchaser or its
property, and (iv) require the consent,  approval, order or authorization of, or
any filing with or notice to, any court or other governmental authority.

8.2.1.6.....The joinder of no person or entity other than Purchaser is necessary
to consummate  the  transactions  to be performed by Purchaser and Purchaser has
all  necessary  right and  authority  to perform  such acts as are  required and
contemplated by this Purchase Contract.

8.2.1.7.....Purchaser  will  cooperate with each Seller in obtaining the consent
of the Lender to the prepayment of the Existing Financing, if required.


                                   Article 9
                         CONDITIONS PRECEDENT TO CLOSING

9.1.  Purchaser's  obligation  to close under this Purchase  Contract,  shall be
subject to and conditioned upon the fulfillment of each and all of the following
conditions  precedent;  provided,  however,  that Purchaser shall be entitled to
waive any condition to Closing:

9.1.1.......All  of  the  documents  required  to be  delivered  by  Sellers  to
Purchaser at the Closing pursuant to the terms and conditions  hereof shall have
been  delivered and shall be in form and substance  reasonably  satisfactory  to
Purchaser.

9.1.2.......Each  of the representations and warranties of each Seller contained
herein shall be true in all material respects as of the Closing Date.

9.1.3.......Each  Seller shall have complied with,  fulfilled and performed each
of the  covenants,  terms and  conditions  to be  complied  with,  fulfilled  or
performed by such Seller hereunder;

9.1.4.......Notwithstanding  anything  to  the  contrary,  there  are  no  other
conditions  on  Purchaser's  obligation  to Close except as expressly  set forth
above.

9.1.5.......On the Closing Date, the Title Insurer shall be prepared, subject to
the payment of the applicable title insurance  premium and other related charges
and Purchaser's  performance of its obligations hereunder, to issue to Purchaser
a full coverage  owner's title insurance  policy,  with all standard  exceptions
deleted (except that the standard  exception for parties in possession  shall be
modified to read "rights of tenants as tenants only under  unrecorded  leases"),
for each Property in compliance with the applicable Title Commitment in the form
as required by Purchaser prior to the expiration of the Feasibility Period, such
required form being confirmed in writing by Purchaser to each such Seller,  with
a copy of the required Title Commitment and endorsements  attached),  (including
endorsements   as  Purchaser  has  required  prior  to  the  expiration  of  the
Feasibility  Period  as  aforesaid),   together  with  such  reinsurance  and/or
coinsurance and direct access agreements as may be required by Purchaser.

9.1.6.......On  the  Closing  Date,  no action  or  proceeding  shall  have been
instituted  before  any  court or  governmental  authority  which  would  have a
material adverse effect on either Property or the use or occupancy thereof.

9.1.7.......As  of the  Closing  Date,  each  Seller  shall  not have  pending a
voluntary  case,  nor shall there have been  commenced  against either Seller an
involuntary  case, nor shall any Seller have  consented to the  appointment of a
Custodian of it or for all or any substantial part of its property,  nor shall a
court of  competent  jurisdiction  have  entered  an order or  decree  under any
Bankruptcy Law that is for relief  against any Seller in an involuntary  case or
appoint a Custodian of Sellers for all or any substantial  part of its property.
The term  "Bankruptcy  Law" means Title 11, U.S.  Code, or any similar state law
for the relief of debtors.  The term  "Custodian"  means any receiver,  trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

9.2.  Without  limiting any of the rights of Sellers  elsewhere  provided for in
this Purchase Contract,  Sellers' obligation to close with respect to conveyance
of  the  Properties  under  this  Purchase  Contract  shall  be  subject  to and
conditioned  upon the  fulfillment  of each and all of the following  conditions
precedent:

9.2.1.......Each  of the  representations  and warranties of Purchaser contained
herein shall be true in all material respects as of the Closing Date.

9.2.2.......Purchaser   shall  have  fully   performed  and  complied  with  all
covenants,  conditions,  and other  obligations in this Purchase  Contract to be
performed  or  complied  with by it at or prior to  Closing  including,  without
limitation, payment in full of the Purchase Price.

9.2.3.......There  shall not be pending or, to the knowledge of either Purchaser
or Sellers,  any  litigation  or  threatened  litigation  which,  if  determined
adversely,   would  restrain  the   consummation  of  any  of  the  transactions
contemplated  by  this  Purchase   Contract  or  declare  illegal,   invalid  or
non-binding any of the covenants or obligations of the Purchaser.

9.2.4.......Each  Seller shall have  received all consents and  approvals to the
consummation  of the  transactions  contemplated  hereby  (a) of  such  Seller's
partners (to the extent required by the  organizational or governing  documents)
or (b) that are required by law.

9.2.5.......All  consents required for the prepayment of the Existing Financing,
which may be required,  shall have been  obtained all on  conditions  reasonably
acceptable to each Seller.


                                   Article 10
                                    BROKERAGE

10.1.  Sellers represent and warrant to Purchaser that they have dealt only with
Harbert  Realty  Service  and  CB  Richard  Ellis  (collectively   "Broker")  in
connection with this Purchase Contract. Sellers and Purchaser each represent and
warrant  to the other  that  other  than  Broker,  they  have not dealt  with or
utilized the services of any other real estate broker, sales person or finder in
connection with this Purchase  Contract,  and each party agrees to indemnify the
other party from and against all claims for brokerage  commissions  and finder's
fees arising from or attributable  to the acts of omissions of the  indemnifying
party,  except that  Purchaser  shall not  indemnify  Sellers for any  liability
arising pursuant to the commission due to Broker. The provisions of this section
shall survive the Closing or termination of the Purchase Contract.

10.2.  Sellers  agree to pay  Broker a  commission  according  to the terms of a
separate  agreement.  Broker  shall  not  be  deemed  a  party  or  third  party
beneficiary of this Purchase Contract.

10.3. Broker assumes no responsibility  for the condition of the Properties or
representation  for the  performance of this Purchase  Contract by the Sellers
or Purchaser.

                                   Article 11
                                   POSSESSION

11.1. Possession of the  Properties  subject to the Permitted  Exceptions  and
the Leases shall be delivered to Purchaser at the Closing.

                                   Article 12
                              DEFAULTS AND REMEDIES

12.1. In the Event  Purchaser  fails to close when obligated to do so under this
Purchase Contract,  Sellers and Purchaser agree that it would be impractical and
extremely difficult to estimate the damages which Sellers may suffer.  Therefore
Sellers and Purchaser hereby agree that, except for the Purchaser's  obligations
to Sellers under Section 4.4, the reasonable estimate of the total net detriment
that Sellers would suffer in the event that Purchaser  terminates  this Purchase
Contract or  defaults  hereunder  prior to the Closing  Date is and shall be, as
Sellers' sole and exclusive  remedy (whether at law or in equity),  the right to
receive  from the Escrow  Agent and retain the full amount of the  Deposit.  The
payment and performance of the above as liquidated  damages is not intended as a
forfeiture or penalty  within the meaning of  applicable  law and is intended to
settle all issues and questions about the amount of damages  suffered by Sellers
in the  applicable  event,  except  only for  damages  under  Section 4.4 above,
irrespective  of the time when the  inquiry  about such  damages may take place.
Upon any such default by Purchaser  hereunder,  this Purchase  Contract shall be
terminated, and no party shall have any further rights or obligations hereunder,
each to the  other,  except for the  Purchaser's  obligations  to Sellers  under
Section 4.4 and the  obligations  of Sellers and Purchaser  pursuant to Sections
10.1 and 10.2 of this Purchase Contract,  and Purchaser and Sellers shall not be
relieved of their respective  obligations  pursuant to Sections 10.1 and 10.2 of
this  Purchase  Contract  above,  and the  right  of  Sellers  to  collect  such
liquidated damages to the extent not theretofore paid by Purchaser.


      Initials for Seller                       Initials for Seller
Initials for Purchaser

12.2. If the Purchaser  terminates this Purchase Contract in accordance with its
terms,  then this  Purchase  Contract  shall be null and void,  the Escrow Agent
shall  return the Deposit to the  Purchaser  and no party shall have any further
liability or obligation to any other party under this Purchase Contract,  except
that Purchaser  shall not be relieved of its  obligations  under Section 4.4 and
Purchaser  and Sellers  shall not be relieved  of their  respective  obligations
pursuant to Section 10.1 of this Purchase Contract. If either Seller defaults in
performing any covenants or agreements to be performed by such Seller under this
Purchase  Contract or either Seller breaches any  representations  or warranties
made by such Seller in this Purchase  Contract,  Purchaser shall have the right,
instead of terminating this Purchase Contract,  to elect to permit this Purchase
Contract  to remain in effect  and,  in lieu of the  remedies  set forth in this
Section 12.2 other than the  obligation to return the Deposit to  Purchaser,  to
seek  specific  performance  or other  injunctive  relief,  it being agreed that
Purchaser's election to terminate this Purchase Contract or make full settlement
under this Purchase  Contract shall not relieve such Seller of its liability for
breach of any representation, warranty, covenant or agreement of such Seller. In
the event that specific performance or other injunctive relief is unavailable to
Purchaser, but a court determines that such Seller's refusal to close under this
Purchase  Contract was wrongful the Deposit shall be returned to Purchaser  and,
such Seller shall pay to Purchaser  the actual third party  out-of-pocket  costs
and expenses that Purchaser has incurred in connection  with the negotiation and
preparation  of  this  Agreement,  its  due  diligence  investigations  and  the
prospective  purchase  of its  Property  in an  amount  not to exceed a total of
Twenty  Thousand  and  00/100  Dollars  ($20,000)  paid to  Purchaser  for  both
Properties and as a condition of and prior to such payment to Purchaser, Sellers
shall have been provided copies of and rights to all inspections and reports.

                                   Article 13
                            RISK OF LOSS OR CASUALTY

13.1.  The risk of loss or damage to either  Property by fire or other  casualty
until the deed of  conveyance  is recorded  for such  Property is assumed by the
Seller that owns such Property, provided that such Seller's responsibility shall
be only to the extent of any recovery from  insurance  carried on such Property.
In the event of the damage or destruction of all or any part of either Property,
the  aggregate  cost to repair,  replace  and/or  restore of which  shall be Two
Hundred  Thousand and 00/100  Dollars  ($200,000)  or more (as estimated by such
Seller's  insurance  carrier and  reasonably  acceptable to Purchaser)  for such
Property, prior to Closing, Purchaser may, at its option, exercisable by written
Notice to Sellers  within  five (5) days after  Purchaser  is  notified  of such
damage or  destruction,  either (i) terminate  this Purchase  Contract,  or (ii)
continue under this Purchase Contract,  with no reduction in the Purchase Price,
and receive any insurance proceeds due to such Seller as a result of such damage
or  destruction  (plus a credit against the Purchase Price for the amount of any
deductible with respect to such insurance proceeds),  and assume  responsibility
for the repair of such Property.  Upon  completion of repairs,  Purchaser  shall
promptly forward to such Seller proof of payment for such repairs, and any other
information  reasonably  required  by such  Seller  or such  Seller's  insurance
carrier.  In the  event of the  damage  or  destruction  of any  part of  either
Property prior to Closing, the aggregate cost to repair,  replace and/or restore
of which shall be less than Two Hundred  Thousand and 00/100 Dollars  ($200,000)
(as estimated by such Seller's  insurance  carrier and reasonably  acceptable to
Purchaser)  for such Property,  Purchaser  shall have no right to terminate this
Purchase  Contract on account  thereof,  but any insurance  proceeds due to such
Seller as a result of such  damage or  destruction  shall be paid or assigned to
Purchaser  by such  Seller  (plus a credit  against the  Purchase  Price for the
amount any  deductible  with respect to such  insurance  proceeds) and Purchaser
shall assume the  responsibility  for such repair.  Upon  completion of repairs,
Purchaser  shall  promptly  forward to such  Seller  proof of  payment  for such
repairs,  and any other information  reasonably  required by such Seller or such
Seller's  insurance  carrier.  The obligation of Purchaser to provide  requested
information to such Seller shall survive Closing.  Such Seller shall not, in any
event, be obligated to effect any repair, replacement,  and/or restoration,  but
shall  take  all   necessary   actions  to  protect  and  preserve  the  damaged
improvements and shall comply with the terms and conditions of the Leases.  Such
Seller may elect at its option to effect a repair,  replacement or  restoration,
in which  case such  Seller  may apply the  insurance  proceeds  to the costs of
restoration;  provided,  however, that if such Seller commences restoration,  it
shall be obligated to complete the repair, replacement and/or restoration of the
Improvements.


                                   Article 14
                               OFFER DEADLINE DATE

14.1.  This Purchase  Contract  shall be null and void unless fully  executed by
Purchaser and Sellers and delivered to each of the parties on or before June 15,
2001.


                                   Article 15
                                 EMINENT DOMAIN

15.1.  In the  event  that at the  time of  Closing  all or any  part of  either
Property is (or has  previously  been)  acquired,  or either Seller has received
notice of any pending or  threatened  taking by  authority  of any  governmental
agency in purchase in lieu thereof or access to its Property  would be denied or
limited because of the condemnation of property adjacent to such Property (or in
the event that at such time there is any notice of any such  acquisition  by any
such  governmental  agency),  Purchaser  shall  have the right,  at  Purchaser's
option,  to terminate  this Purchase  Contract by giving  written  Notice within
fifteen  (15) days of the  occurrence  of such  event and  recover  the  Deposit
hereunder,  or to close in accordance  with the terms of this Purchase  Contract
for the full  Purchase  Price and receive the full  benefit or any  condemnation
award.


                                   Article 16
                                  MISCELLANEOUS

16.1. Exhibits,  Schedules  And Riders.  All  Exhibits,  Schedules  and Riders
annexed hereto are a part of this Purchase Contract for all purposes.

16.2.  Assignability.  This Purchase  Contract is not  assignable  without first
obtaining  the prior  written  approval of the  non-assigning  party;  provided,
however,  that Purchaser may assign this Purchase Contract prior to Closing to a
partnership or partnerships or limited  liability  company or limited  liability
companies  which  entities  shall be  affiliated  with  Purchaser so long as (i)
Purchaser is not released from its liability  hereunder and (ii) Sellers consent
thereto  (which  consent  shall not be  unreasonably  withheld,  conditioned  or
delayed).

16.3. Binding Effect.  This Purchase  Contract shall be binding upon and inure
to the benefit of each Seller and Purchaser,  and their respective successors,
heirs and permitted assigns.

16.4. Captions.  The  captions,   headings,  and  arrangements  used  in  this
Purchase  Contract  are for  convenience  only  and do not in any way  affect,
limit, amplify, or modify the terms and provisions hereof.

16.5. 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.

16.6. Notices. All notices,  demands, requests and other communications required
pursuant to the  provisions of this  Purchase  Contract  ("Notice")  shall be in
writing  and  shall be  deemed to have  been  properly  given or served  for all
purposes (i) if sent by Federal Express or the nationally  recognized  overnight
carrier for next  business day  delivery,  on the first  business day  following
deposit of such Notice with such carrier,  or (ii) if personally  delivered,  on
the actual date of delivery,  or (iii) if sent by certified mail, return receipt
requested postage prepaid, on the fifth (5th) business day following the date of
mailing, or (iv) if sent by facsimile,  on the date such facsimile is sent and a
confirmation of transmission is received by the sender,  provided that a copy is
sent by nationally recognized overnight courier on the day following the date of
receipt, addressed as follows:

If to Sellers:

      [Name of Selling Entity]
      c/o AIMCO
      2000 S. Colorado Blvd.
      Suite 2-1000
      Denver, Colorado  80222
      Attention:  Mr. Harry Alcock
      FAX: (303) 691-5662
      TELEPHONE: (303) 691-4344

with a copy to:

      Argent Real Estate
      1401 Brickell Avenue, Suite 520
      Miami, FL  33131
      Attention:  David Marquette
      FAX: (305) 371-2386
      TELEPHONE: (305) 371-9299

and with a copy to:

      Powell, Goldstein, Frazer & Murphy LLP
      191 Peachtree Street, N.E.
      Sixteenth Floor
      Atlanta, GA  30303
      Attention:  Jonathan R. Shils, Esq.
      FAX: (404) 572-6999
      TELEPHONE: (404) 572-4551

If to Purchaser:

      Tigertown Investments, Inc.
      c/o Porter Properties
      472 Dean Road, #200
      Auburn, Alabama  36830
      Attention:  Mr. Philip J. Minor
      FAX: (334) 640-0817
      TELEPHONE: (334) 826-8662

with a copy to:

      Page, Scrantom, Sprouse, Tucker & Ford, P.C.
      1043 Third Avenue
      Columbus, Georgia  31901
      Attention:  Allan E. Kamensky, Esq.
      FAX: (706) 323-7519
      TELEPHONE: (706) 324-0251


      Any of the parties may  designate a change of address by Notice in writing
to the other parties. Whenever in this Purchase Contract the giving of Notice by
mail or  otherwise  is  required,  the  giving of such  Notice  may be waived in
writing by the person or persons entitled to receive such Notice.

16.7. Governing Law And Venue. The laws of the State of Alabama shall govern the
validity,  construction,   enforcement,  and  interpretation  of  this  Purchase
Contract, without resort to such state's conflict of laws provisons. All claims,
disputes  and other  matters in  question  arising  out of or  relating  to this
Purchase  Contract,  or the breach  thereof,  shall be  decided  by  proceedings
instituted and litigated in the United States District Court for the district in
which the Properties are situated,  and the parties hereto expressly  consent to
the venue and jurisdiction of such court.

16.8.  Entirety  And  Amendments.  This  Purchase  Contract  embodies the entire
Purchase  Contract  between  the  parties  and  supersedes  all  prior  Purchase
Contracts and  understandings,  if any,  relating to the Properties,  and may be
amended or supplemented  only by an instrument in writing  executed by the party
against whom enforcement is sought.

16.9.  Severability.  If any of the provisions of this Purchase Contract is held
to be illegal,  invalid,  or  unenforceable  under present or future laws,  such
provision shall be fully severable. The Purchase Contract shall be construed and
enforced as if such  illegal,  invalid,  or  unenforceable  provision  had never
comprised a part of this Purchase Contract; and the remaining provisions of this
Purchase  Contract  shall  remain  in full  force  and  effect  and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
from this Purchase Contract. In lieu of such illegal,  invalid, or unenforceable
provision,  there  shall  be  added  automatically  as a part of  this  Purchase
Contract  a  provision  as  similar  in  terms  to  such  illegal,  invalid,  or
unenforceable  provision as may be possible to make such provision legal, valid,
and enforceable.

16.10. Multiple Counterparts. This Purchase Contract may be executed in a number
of identical  counterparts.  If so executed,  each of such counterparts is to be
deemed  an  original  for  all  purposes  and  all  such   counterparts   shall,
collectively, constitute one Purchase Contract. In making proof of this Purchase
Contract, it shall not be necessary to produce or account for more than one such
counterparts.

16.11.  Further  Acts.  In  addition  to the acts and deeds  recited  herein and
contemplated and performed,  executed and/or delivered by Sellers and Purchaser,
Sellers and Purchaser  agree to perform,  execute  and/or deliver or cause to be
performed,  executed and/or delivered any and all such further acts,  deeds, and
assurances  as may be  necessary to  consummate  the  transactions  contemplated
hereby.

16.12.  Construction.  No provision of this Purchase Contract shall be construed
in favor of, or against,  any particular party by reason of any presumption with
respect  to  the  drafting  of  this  Purchase  Contract;   the  parties,  being
represented by counsel,  having fully  participated  in the  negotiation of this
instrument.

16.13.  Confidentiality.  Purchaser and Sellers shall not disclose the terms and
conditions  contained  in  this  Purchase  Contract  and  shall  keep  the  same
confidential  except  that  Purchaser  and Sellers  may  disclose  the terms and
conditions of this Purchase  Contract to the limited  extent  required to comply
with federal,  state or local  governmental  reporting  requirements.  Purchaser
shall not disclose and shall keep the same  confidential  any of the information
delivered or made  available by Sellers to  Purchaser  in  accordance  with this
Purchase Contract or obtained by Purchaser in the course of its  investigations,
provided that  Purchaser may disclose the terms and  conditions of this Purchase
Contract or such information delivered,  made available or obtained as aforesaid
(i) as required by law, (ii) to consummate the terms of this Purchase  Contract,
or any financing relating thereto,  or (iii) to Purchaser's or Sellers' lenders,
attorneys, accountants, engineers, consultants, partners, members, affiliates or
controlling  persons. Any information provided by Sellers to Purchaser under the
terms of this Purchase Contract is for informational purposes only. In providing
such  information  to  Purchaser,  Sellers make no  representation  or warranty,
express,  written,  oral,  statutory,  or implied,  unless  expressly  set forth
herein,  and all other  representations  and  warranties  are  hereby  expressly
excluded.  Purchaser  shall not in any way be entitled to rely upon the accuracy
of such  information.  Such information is also 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 Sellers' prior written
authorization, which may be granted or denied in Sellers' sole discretion.

16.14.      Time  Of The  Essence.  IT IS  EXPRESSLY  AGREED  BY  THE  PARTIES
HERETO THAT TIME IS OF THE ESSENCE WITH RESPECT TO THIS PURCHASE CONTRACT.

16.15.  Cumulative Remedies And Waiver.  Except as otherwise provided herein, no
remedy  herein  conferred  or reserved is intended to be  exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in  addition  to every  other  remedy  given  under  this  Purchase
Contract or now or hereafter  existing at law or in equity. 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 Purchase  Contract  shall be  established  by conduct,
custom, or course of dealing.

16.16.  Litigation Expenses.  In the event any party hereto commences litigation
against the other to enforce its rights hereunder,  the prevailing party in such
litigation  shall be  entitled to recover  from the other  party its  reasonable
attorneys' fees and expenses incidental to such litigation.

16.17.      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.

16.18.  Section 1031 Exchange.  Notwithstanding the provisions contained in this
Purchase  Contract  relating  to  the  sale  of  the  Properties,   the  parties
acknowledge  that it is the desire and  intention of Sellers,  if  possible,  to
exchange one or both  Properties  for  properties  of a like kind in an exchange
qualifying as a tax-free  exchange  under  Section 1031 of the Internal  Revenue
Code of 1986. If requested by either Seller, Purchaser shall cooperate with such
Seller in attempting to implement such exchange as hereinafter provided, at such
Seller's  sole  cost  and  expense,  provided  that:  (i)  Purchaser  incurs  no
liability,  obligation,  cost or expense associated with the exchange;  (ii) the
exchange does not affect or delay  settlement of Purchaser's  acquisition of the
Properties as provided in this Purchase  Contract;  and (iii) such Seller agrees
to indemnify and hold Purchaser  harmless from and against all liability arising
out of its cooperation in effecting the exchange as requested by such Seller.

16.19.      Lead-Based Paint Disclosure.

16.19.1.  Every  purchaser  of an  interest in  residential  property on which a
residential  dwelling was built prior to 1978 is notified that such property may
present  exposure to lead from lead-based paint that may place young children at
risk of developing lead poisoning.  Lead poisoning in young children may produce
permanent  neurological  damage,   including  learning   disabilities,   reduced
intelligence quotient,  behavioral problems, and impaired memory. Lead poisoning
also poses a particular  risk to pregnant  women.  The seller of any interest in
residential  real  property  is  required  to  provide  the  purchaser  with any
information on lead-based  paint hazards from risk assessments or inspections in
the seller's  possession and notify the purchaser of any known  lead-based paint
hazards.  A risk assessment or inspection for possible  lead-based paint hazards
in the housing located on the land is recommended prior to purchase.

16.19.2.  Each Seller has no knowledge  of  lead-based  paint and/or  lead-based
paint  hazards in the  housing  located on its land.  Each Seller has no reports
pertaining to lead-based  paint and/or  lead-based  paint hazards in the housing
located on its Land.

16.19.3.    Purchaser  has received  from  Sellers the  pamphlet  Protect Your
Family from Lead in Your Home.

16.19.4.  Purchaser has received the opportunity to conduct a risk assessment or
inspection for the presence of lead-based paint and/or lead-based paint hazards.


                                   Article 17
                           OPERATION OF THE PROPERTIES

17.1 During the period of time from the  Effective  Date to the Closing Date, in
the  ordinary  course  of  business  each  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
without  first  obtaining the written  consent of Purchaser  with respect to its
Property;  provided,  however,  each Seller  agrees  that any such new  Property
Contracts  in excess of $1,000  or any new or  renewed  Leases  having a term in
excess of one (1) year shall not be entered  into  after the  Effective  Date by
such Seller,  without Purchaser's prior written consent,  such consent not to be
unreasonably  withheld,  conditioned or delayed by Purchaser  unless required by
any mortgage holder. If either Seller shall enter into a new permitted  Property
Contract  or a new  Lease,  or shall  renew,  modify,  terminate  or accept  the
surrender of any Lease, or modify any Property Contract during such time period,
such Seller shall  provide  Purchaser  with  written  notice of such event and a
true,  correct and complete copy of any new Lease or new Property  Contract,  or
any modification of any Lease or Property  Contract within two (2) Business Days
after executing same. 17.2 Except as specifically  set forth in this Article 17,
each Seller shall operate its Property  after the Effective Date in the ordinary
course of business,  and except as necessary in each Seller's sole discretion to
address any life or safety issue at its Property,  such Seller will not make any
material  alterations  to its  Property  or remove  any  material  Fixtures  and
Tangible  Personal  Property from its Property without the prior written consent
of Purchaser  which consent  shall not be  unreasonably  withheld,  conditioned,
denied or delayed.

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


                              SELLERS:

                              ANGELES PARTNERS IX,
                              a California limited partnership

                              By:  Angeles Realty Corporation, a California
                                   corporation, its general partner


                                    By:
                                       ---------------------------
                                    Name: Harry G. Alcock
                                    Title:      Executive Vice President


                              NATIONAL PROPERTY INVESTORS 6, a California
                              limited partnership

                              By:   NPI Equity Investments, Inc., a Florida
                                    corporation, its general partner


                                    By:
                                       ---------------------------
                                    Name: Harry G. Alcock
                                    Title:      Executive Vice President





                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]


<PAGE>


                              PURCHASER:

                              TIGERTOWN INVESTMENTS, INC.,
                             an Alabama corporation


                              By:
                                 ---------------------------
                              Name:
                                    ------------------------------
                              Title:
                                     -----------------------------