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                                                                   EXHIBIT 10.49


             PERSONAL LIABILITY ASSIGNMENT AND ASSUMPTION AGREEMENT


         PERSONAL LIABILITY ASSIGNMENT AND ASSUMPTION AGREEMENT, made as of
September 20, 2000, by and among Apartment Investment and Management Company, a
Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO OP"), AIMCO/NHP Properties, Inc., a Delaware corporation
("AIMCO/NHP") and NHP Management Company, a District of Columbia corporation
("NHP" and, together with AIMCO, AIMCO/NHP and AIMCO OP, the "Buyers"), and Leo
E. Zickler, an individual ("Zickler") and Francis P. Lavin, an individual
("Lavin", and, together with Zickler, the "Sellers") (the "Agreement").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Acquisition Agreement (defined below).

         WHEREAS, Buyers and Sellers, among others, are parties to that certain
Acquisition Agreement dated as of June 28, 2000 (the "Acquisition Agreement");

         WHEREAS, Sellers are subject to certain potential personal liabilities
set forth under Section IIA of Disclosure Schedule 2.2(c) of the Acquisition
Agreement, including without limitation, those potential personal liabilities
described in Exhibit A, attached hereto (the "Personal Liabilities");

         WHEREAS, as a condition to Closing under the Acquisition Agreement,
various Consents were required to be obtained;

         WHEREAS, Sellers are willing to waive the closing conditions related to
the Sellers Required Consents and proceed to Closing provided that Buyers accept
the assignment of, assume and indemnify Sellers against the Personal
Liabilities.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, subject to the terms and conditions set forth herein, the Buyers
and Sellers hereby agree as follows:

         Section 1. Assignment and Assumption of Personal Liabilities. Seller
hereby assigns the Personal Liabilities to the Buyers. Buyers hereby accept the
assignment of and assume the Personal Liabilities.

         Section 2. Indemnification. To the fullest extent permitted by law,
from and after the Closing, each of Buyers shall, and hereby does, indemnify,
reimburse, defend, and hold harmless Seller and Sellers' Representatives for,
from, and against all demands, claims, actions or causes of action, suits,
proceedings, arbitrations, and Damages, as and when incurred, asserted against,
resulting to, imposed on, or suffered or incurred by any of Seller or Sellers'
Representatives, directly or indirectly, in connection with the Personal
Liabilities.

         Section 3. Further Assurances. At any time, and from time to time
hereafter, upon the reasonable request of Sellers, and without payment of
further consideration by Sellers, Buyers will do, execute, acknowledge and
deliver, and cause to be done, executed, acknowledged and delivered, all such
further acts, documents, correspondence, instruments,


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transfers, endorsements and conveyances as may be reasonably required in order
to assign, transfer, and convey to Buyers any or all of the Personal
Liabilities.

         Section 4. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of, the parties hereto and their respective successors
and assigns.

         Section 5. Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary and convenient, and by the different
parties hereto on separate counterparts each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute one and the
same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


                                        BUYERS:

                                        APARTMENT INVESTMENT
                                        AND MANAGEMENT COMPANY,
                                        a Maryland corporation

                                        By:  /s/ PATRICK J. FOYE
                                             ---------------------------------
                                             Patrick J. Foye
                                             Executive Vice President

                                        AIMCO PROPERTIES, L.P.,
                                        a Delaware limited partnership

                                        By:  AIMCO-GP, Inc.
                                             its general partner


                                             By: /s/ PATRICK J. FOYE
                                                 -----------------------------
                                                 Patrick J. Foye
                                                 Executive Vice President


                                        NHP MANAGEMENT COMPANY, a District of
                                        Columbia corporation

                                        By:  /s/ PATRICK J. FOYE
                                             ---------------------------------
                                             Patrick J. Foye
                                             Executive Vice President

                                        AIMCO/NHP PROPERTIES, INC.,
                                        a Delaware corporation

                                        By:  /s/ PATRICK J. FOYE
                                             ---------------------------------
                                             Patrick J. Foye
                                             Executive Vice President

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                                        SELLERS:


                                               /s/ Leo E. Zickler
                                        --------------------------------------
                                                   Leo E. Zickler


                                               /s/ Francis P. Lavin
                                        --------------------------------------
                                                   Francis P. Lavin







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                                                                       EXHIBIT A

                          LIST OF PERSONAL LIABILITIES