10-Q

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

Form 10-Q
      (Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM      TO

Commission File Number 1-13232

Apartment Investment and Management Company
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
Incorporation or organization) 84-1259577
(I.R.S. Employer
Identification No.)

2000 South Colorado Boulevard, Tower 2, Suite 2-1000
Denver, Colorado
(Address of principal executive offices) 80222
(Zip Code)

(303) 757-8101
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares of Class A Common Stock outstanding as of July 31, 2000: 67,590,368

TABLE OF CONTENTS

PART 1 FINANCIAL INFORMATION
	ITEM 1. Financial Statements
	CONSOLIDATED BALANCE SHEETS
	CONSOLIDATED STATEMENTS OF INCOME
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
PART II. OTHER INFORMATION
	ITEM 1. Legal Proceedings
	ITEM 2. Changes in Securities and Use of Proceeds
	ITEM 3. Defaults Upon Senior Securities
	ITEM 4. Submission of Matters to a Vote of Security Holders
	ITEM 5. Other Information
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EX-2.1 Acqusition Agreement dated 6/28/00
EX-10.1 13th Amendment to Amended/Restated Agrmt
EX-27 Financial Data Schedule
EX-99.1 Agreement RE: Long-Term Debt Instruments

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

FORM 10-Q

INDEX

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999		3
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2000 and 1999 (unaudited)		4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999 (unaudited)		5
	Notes to Consolidated Financial Statements (unaudited)		6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		27
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings		28
ITEM 2.	Changes in Securities and Use of Proceeds		28
ITEM 3.	Defaults Upon Senior Securities		28
ITEM 4.	Submission of Matters to a Vote of Security Holders		28
ITEM 5.	Other Information		29
ITEM 6.	Exhibits and Reports on Form 8-K		30
Signatures			31

2

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

				June 30,			December 31,
				2000			1999
				(Unaudited)
			ASSETS
Real Estate, net of accumulated depreciation of $573,768 and $416,497				$	4,953,798		$	4,096,200
Investments in unconsolidated real estate partnerships					690,051			891,449
Investments in unconsolidated subsidiaries					48,913			44,921
Notes receivable from unconsolidated real estate partnerships					140,809			142,828
Notes receivable from and advances to unconsolidated subsidiaries					91,477			88,754
Cash and cash equivalents					90,709			101,604
Restricted cash					108,311			84,595
Other assets					213,499			234,600
		Total assets		$	6,337,567		$	5,684,951
			LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Secured notes payable				$	2,653,746		$	1,954,259
Secured tax-exempt bond financing					403,774			420,830
Unsecured short-term financing					293,500			209,200
		Total indebtedness			3,351,020			2,584,289
Accounts payable, accrued and other liabilities					194,006			271,627
Resident security deposits and deferred rental income					31,835			22,793
		Total liabilities			3,576,861			2,878,709
Commitments and contingencies					—			—
Company-obligated mandatory redeemable convertible preferred securities of a subsidiary trust					149,500			149,500
Minority interest in other entities					149,621			168,533
Minority interest in operating partnership					219,370			225,381
Stockholders’ equity:
	Preferred Stock				671,250			641,250
	Class A Common Stock, $.01 par value, 474,337,500 shares and 474,121,284 shares authorized, 67,578,000 and 66,802,886 shares issued and outstanding, at June 30, 2000 and December 31, 1999, respectively				676			668
	Additional paid-in capital				1,912,113			1,885,424
	Notes receivable on common stock purchases				(47,515	)		(51,619	)
	Distributions in excess of earnings				(294,309	)		(212,895	)
		Total stockholders’ equity			2,242,215			2,262,828
		Total liabilities and stockholders’ equity		$	6,337,567		$	5,684,951

See notes to consolidated financial statements.

3

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Data)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2000			1999			2000			1999
RENTAL PROPERTY OPERATIONS:
Rental and other property revenues	$	258,064		$	116,237		$	482,384		$	228,823
Property operating expense		(104,653	)		(45,095	)		(195,404	)		(88,265	)
Owned property management expense		(4,136	)		(125	)		(6,241	)		(192	)
Depreciation		(85,289	)		(27,827	)		(146,580	)		(54,939	)
Income from property operations		63,986			43,190			134,159			85,427
SERVICE COMPANY BUSINESS:
Management fees and other income		12,410			6,936			22,435			14,835
Management and other expenses		(7,948	)		(2,386	)		(12,905	)		(11,288	)
Income from service company business		4,462			4,550			9,530			3,547
General and administrative expenses		(1,940	)		(2,263	)		(5,150	)		(5,344	)
Interest expense		(64,397	)		(29,734	)		(122,604	)		(61,064	)
Interest income		15,508			10,978			28,511			20,736
Equity in earnings of unconsolidated real estate partnerships		1,441			2,963			3,886			3,779
Equity in earnings (losses) of unconsolidated subsidiaries		1,700			(3,734	)		4,472			(4,140	)
Minority interest in other entities		(6,332	)		(15	)		(13,452	)		96
Amortization of intangibles		(1,494	)		(1,942	)		(3,069	)		(3,884	)
Income from operations		12,934			23,993			36,283			39,153
Net gain on disposition of properties		226			—			5,331			15
Income before minority interest in operating partnership		13,160			23,993			41,614			39,168
Minority interest in operating partnership, common		280			(876	)		(709	)		(2,095	)
Minority interest in operating partnership, preferred		(1,618	)		—			(3,201	)		—
Net income		11,822			23,117			37,704			37,073
Net income attributable to preferred stockholders		14,600			13,993			29,115			27,613
Net income (loss) attributable to common stockholders	$	(2,778	)	$	9,124		$	8,589		$	9,460
Basic earnings (loss) per common share	$	(0.04	)	$	0.15		$	0.13		$	0.16
Diluted earnings (loss) per common share	$	(0.04	)	$	0.14		$	0.13		$	0.16
Dividends declared per common share	$	0.700		$	0.625		$	1.400		$	1.250

See notes to consolidated financial statements.

4

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)
(Unaudited)

				Six Months Ended June 30,
				2000			1999
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	37,704		$	37,073
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization of intangibles			155,686			67,095
		Gain on disposition of properties			(5,331	)		(15	)
		Minority interest in operating partnership			3,910			2,095
		Minority interest in other entities			13,452			(96	)
		Equity in earnings of unconsolidated real estate partnerships			(3,886	)		(3,779	)
		Equity in (earnings) losses of unconsolidated subsidiaries			(4,472	)		4,140
		Changes in operating assets and operating liabilities			(46,152	)		(2,786	)
			Total adjustments		113,207			66,654
			Net cash provided by operating activities		150,911			103,727
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of and additions to real estate				(96,559	)		(80,454	)
	Proceeds from sale of property held for sale				13,743			38,594
	Cash from newly consolidated properties				37,691			—
	Purchase of notes receivable, general and limited partnership interests and other assets				(146,041	)		(29,467	)
	Purchase of/additions to notes receivable				(53,975	)		(29,201	)
	Proceeds from sale of notes receivable				—			17,788
	Proceeds from repayment of notes receivable				12,968			15,220
	Cash paid for merger related costs				(5,655	)		(14,743	)
	Distributions received from investments in unconsolidated real estate partnerships				40,476			22,329
	Distributions received from investments in unconsolidated subsidiaries				—			18,393
			Net cash used in investing activities		(197,352	)		(41,541	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from secured notes payable borrowings				131,245			248,014
	Principal repayments on secured notes payable				(56,995	)		(18,768	)
	Proceeds from secured tax-exempt bond financing				—			20,731
	Principal repayments on secured tax-exempt bond financing				(4,325	)		(35,887	)
	Repayments on secured short-term financing				—			(4,522	)
	Net borrowings (paydowns) on revolving credit facilities				84,300			(360,300	)
	Payment of loan costs				(3,603	)		(9,423	)
	Proceeds from issuance of common and preferred stock, exercise of options/warrants				46,661			236,360
	Repurchase of Class A Common Stock				(2,600	)		—
	Principal repayments received on notes due from officers on Class A Common Stock purchases				10,026			3,183
	Payment of common stock dividends				(92,352	)		(73,361	)
	Payment of distributions to minority interest				(50,748	)		(17,827	)
	Payment of preferred stock dividends				(26,063	)		(70,033	)
			Net cash provided by (used in) financing activities		35,546			(81,833	)
NET DECREASE IN CASH AND CASH EQUIVALENTS					(10,895	)		(19,647	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD					101,604			71,305
CASH AND CASH EQUIVALENTS AT END OF PERIOD				$	90,709		$	51,658

See notes to consolidated financial statements.

5

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2000
(Unaudited)

NOTE 1 — Organization

      Apartment Investment and Management Company, a Maryland corporation incorporated on January 10, 1994 (“AIMCO” and, together with its consolidated subsidiaries and other controlled entities, the “Company”), owns a majority of the ownership interests in AIMCO Properties, L.P., (the “AIMCO operating partnership”) through its wholly owned subsidiaries, AIMCO-GP, Inc. and AIMCO-LP, Inc. The Company held an approximate 92% interest in the AIMCO operating partnership as of June 30, 2000. AIMCO-GP, Inc. is the sole general partner of the AIMCO operating partnership.

      As of June 30, 2000, AIMCO:

• owned or controlled 135,261 units in 483 apartment properties;

• held an equity interest in 100,441 units in 614 apartment properties; and

• managed 108,176 units in 705 apartment properties for third party owners and affiliates.

      At June 30, 2000, AIMCO had 67,578,000 shares of Class A Common Stock outstanding and the AIMCO operating partnership had 6,274,887 Partnership Common Units (“Common OP Units”) outstanding (excluding units held by the Company), for a combined total of 73,852,887 shares of Class A Common Stock and Common OP Units outstanding.

NOTE 2 — Basis of Presentation

      The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000.

      The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

      For further information, refer to the statements and notes thereto included in the AIMCO annual report on Form 10-K for the year ended December 31, 1999. Certain 1999 financial statement amounts have been reclassified to conform to the 2000 presentation.

      The accompanying consolidated financial statements include the accounts of AIMCO, the AIMCO operating partnership, majority owned subsidiaries and controlled real estate limited partnerships. Interests held by limited partners in real estate partnerships controlled by the Company are reflected as minority interest in other entities. All significant intercompany balances and transactions have been eliminated in consolidation. Minority interest in limited partnerships represents the non-controlling partners’ share of the underlying net assets of the Company’s controlled limited partnerships. With regard to such partnerships, losses in excess of the basis in the minority interests of $15 million for the three months ended and $18 million for the six months ended June 30, 2000,

6

respectively, have been charged to operations. The assets of property owning limited partnerships and limited liability companies owned or controlled by AIMCO or the AIMCO operating partnership generally are not available to pay creditors of AIMCO or the AIMCO operating partnership.

NOTE 3 — Acquisitions

      During the six months ended June 30, 2000 the Company purchased:

• for $61 million limited partnership interests in 189 partnerships (which own 506 properties) where AIMCO serves as general partner;

• one apartment community with details below:

Date Acquired	Location	Number of Units	Purchase Price
January 2000	Falls Church, VA	159	$ 12 million

NOTE 4 — Interest Income Recognition for Notes Receivable and Investments

      As of June 30, 2000 the Company holds $49 million of par value notes, plus accrued interest, net of intercompany par value notes of $85 million (“general partner par value notes”), for which management believes the collectibility of such amounts is both probable and estimable. Interest income for all general partner par value notes receivable, notes receivable from officers and others as well as money market and interest bearing accounts generally is recognized as it is earned. Interest income from such notes and investments for the three and six months ended June 30, 2000, totaled approximately $8 million and $15 million, respectively.

      As of June 30, 2000, the Company held discounted notes, with a carrying value including accrued interest, of $92 million which were made by predecessors whose positions have been acquired by the Company at a discount and are carried at the acquisition amount with interest income being earned using the cost recovery method (“discounted notes”). The total face value plus accrued interest of these notes was $138 million. In general, interest income from the discounted notes is not recognized as it is accrued under the note instrument because the timing and amounts of cash flows are not probable and estimable. Under the cost recovery method, the discounted notes are carried at the acquisition amount, less subsequent cash collections, until such time as collectibility is probable and the timing and amounts are estimable. Based upon closed or pending transactions (including sales activity), market conditions, and improved operations of the obligor, among other things, certain notes and the related discounts have been determined to be collectible. Accordingly, interest income that had previously been deferred and portions of the related discounts were recognized as interest income during the period. For the three and six months ended June 30, 2000, the Company recognized, net of minority interests, deferred interest income and discounts of approximately $6 million ($0.09 per basic and $0.09 per diluted share) and $12 million ($0.18 per basic and $0.18 per diluted share), respectively.

NOTE 5 — Commitments and Contingencies

      Legal

      The Company is a party to various legal actions resulting from its operating activities. These actions are routine litigation and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which are expected to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole.

7

      Limited Partnerships

      In connection with the Company’s acquisitions of interests in limited partnerships that own properties, the Company and its affiliates are sometimes subject to potential legal actions, including allegations that such activities may involve breaches of fiduciary duties to the limited partners of such partnerships or violations of the relevant partnership agreements. The Company believes it complies with its fiduciary obligations and relevant partnership agreements, and does not expect any such legal actions to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole.

      Pending Investigations of HUD Management Arrangements

      In July 1999, the National Housing Partnership (“NHP”) received a grand jury subpoena requesting documents relating to NHP’s management of HUD-assisted or HUD-insured multi-family projects and NHP’s operation of a group purchasing program created by NHP, known as Buyers Access. The subpoena relates to the same subject matter as subpoenas NHP received in October and December of 1997 from the HUD Inspector General. To date, neither the HUD Inspector General nor the grand jury has initiated any action against NHP or AIMCO or, to NHP’s or AIMCO’s knowledge, any owner of HUD property managed by NHP. AIMCO believes that NHP’s operations and programs are in compliance, in all material respects, with all laws, rules and regulations relating to HUD-assisted or HUD-insured properties. AIMCO is cooperating with the investigation and does not believe that the investigation will result in a material adverse effect on the financial condition of the Company. However, as with any similar investigation, there can be no assurance that these will not result in material fines, penalties or other costs that may impact the Company’s future results of operations or cash flows.

      Environmental

      Various Federal, state and local laws subject property owners or operators to liability for the costs of removal or remediation of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. The presence of, or the failure to properly remediate, hazardous substances may adversely affect occupancy at contaminated apartment communities and our ability to sell or borrow against contaminated properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in personal injury or similar claims by private plaintiffs. Various laws also impose liability for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of our properties, the Company could potentially be liable for environmental liabilities or costs associated with properties or properties it acquires or manages in the future.

8

NOTE 6 — Stockholders’ Equity

Preferred Stock

      The Company’s outstanding classes of preferred stock, and their original issue prices, as of June 30, 2000 and December 31, 1999, are as follows:

	June 30,		December 31,
	2000		1999
Class B Cumulative Convertible Preferred Stock, $.01 par value, 750,000 shares authorized, 750,000 and 750,000 shares issued and outstanding	$	75,000	$	75,000
Class C Cumulative Preferred Stock, $.01 par value, 2,400,000 shares authorized, 2,400,000 and 2,400,000 shares issued and outstanding; dividends payable at 9.0%, per annum		60,000		60,000
Class D Cumulative Preferred Stock, $.01 par value, 4,200,000 shares authorized, 4,200,000 and 4,200,000 shares issued and outstanding; dividends payable at 8.75%, per annum		105,000		105,000
Class G Cumulative Preferred Stock, $.01 par value, 4,050,000 shares authorized, 4,050,000 and 4,050,000 shares issued and outstanding; dividends payable at 9.375%, per annum		101,250		101,250
Class H Cumulative Preferred Stock, $.01 par value, 2,000,000 shares authorized, 2,000,000 and 2,000,000 shares issued and outstanding; dividends payable at 9.5%, per annum		50,000		50,000
Class K Convertible Cumulative Preferred Stock, $.01 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding		125,000		125,000
Class L Convertible Cumulative Preferred Stock, $.01 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding		125,000		125,000
Class M Convertible Cumulative Preferred Stock, $.01 par value, 1,600,000 shares authorized, 1,200,000 and no shares issued and outstanding		30,000		—
	$	671,250	$	641,250

      In January 2000, AIMCO issued 1,200,000 shares of newly created Class M Convertible Cumulative Preferred Stock, par value $.01 per share (“Class M Preferred Stock”), in a direct placement. The proceeds of $30.0 million were used to repay certain indebtedness and for working capital. For the period beginning January 13, 2000 through and including January 13, 2003, the holder of the Class M Preferred Stock is entitled to receive, when and as declared by the Board of Directors, annual cash dividends in an amount per share equal to the greater of (i) $2.125 per year (equivalent to 8.5% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class M Preferred Stock is convertible. Beginning with the third anniversary of the date of original issuance, the holder of Class M Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) $2.3125 per year (equivalent to 9.25% of the liquidation preference), or (ii) the cash dividends payable on the number of shares of Class A Common Stock into which a share of Class M Preferred Stock is convertible. The 1,200,000 shares Class M Preferred Stock are convertible into 681,818 shares of Class A Common Stock. The Class M Preferred Stock is senior to the Class A Common Stock as to dividends and liquidation. Upon any liquidation, dissolution or winding up of the Company, before payments or distributions by the Company are made to any holders of Class A Common Stock, the holder of the Class M Preferred Stock is entitled to receive a liquidation preference of $25 per share, plus accumulated, accrued and unpaid dividends.

9

NOTE 7 — Earnings Per Share

      Earnings per share is calculated based on the weighted average number of shares of common stock, common stock equivalents and dilutive convertible securities outstanding during the period. The following tables illustrate the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2000 and 1999 (in thousands, except per share data):

			Three Months Ended June 30,
			2000			1999
NUMERATOR:
Net income			$	11,822		$	23,117
Preferred stock dividends				(14,600	)		(13,993	)
Numerator for basic and diluted earnings per share — income (loss) attributable to common stockholders				($2,778	)	$	9,124
DENOMINATOR:
Denominator for basic earnings per share — weighted average number of shares of common stock outstanding				66,261			62,323
Effect of dilutive securities:
Dilutive potential common shares, options and warrants				—			1,229
Denominator for dilutive earnings per share				66,261			63,552
Basic earnings (loss) per common share:
	Operations		$	(0.04	)	$	0.15
	Gain on disposition of properties			—			—
		Total	$	(0.04	)	$	0.15
Diluted earnings (loss) per common share:
	Operations		$	(0.04	)	$	0.14
	Gain on disposition of properties			—			—
		Total	$	(0.04	)	$	0.14

			Six Months Ended June 30,
			2000			1999
NUMERATOR:
Net income			$	37,704		$	37,073
Preferred stock dividends				(29,115	)		(27,613	)
Numerator for basic and diluted earnings per share — income attributable to common stockholders			$	8,589		$	9,460
DENOMINATOR:
Denominator for basic earnings per share — weighted average number of shares of common stock outstanding				66,167			59,396
Effect of dilutive securities:
Dilutive potential common shares, options and warrants				996			1,586
Denominator for dilutive earnings per share				67,163			60,982
Basic earnings per common share:
	Operations		$	0.05		$	0.16
	Gain on disposition of properties			0.08			—
		Total	$	0.13		$	0.16
Diluted earnings per common share:
	Operations		$	0.05		$	0.16
	Gain on disposition of properties			0.08			—
		Total	$	0.13		$	0.16

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NOTE 8 — Industry Segments

      The Company owns and operates multi-family apartment communities throughout the United States and Puerto Rico, which generate rental and other property-related income through the leasing of apartment units. The Company separately evaluates the performance of each of its apartment communities. However, because the apartment communities have similar economic characteristics, facilities, services and tenants, the apartment communities have been aggregated into a single apartment communities segment. All segment disclosures are included in or can be derived from the Company’s consolidated financial statements.

      All revenues are from external customers and no revenues are generated from transactions with other segments. There are no tenants who contributed 10% or more of the Company’s total revenues during the three months and six months ended June 30, 2000 or June 30, 1999.

      Although the Company operates in only one segment, there are different components of the multi-family business for which management considers disclosure to be useful. The following tables present the contribution (separated between consolidated and unconsolidated activity) to the Company’s Free Cash Flow for the three months and six months ended June 30, 2000, from these components, and a reconciliation of Free Cash Flow to: Earnings Before Structural Depreciation; Net Income; Funds From Operations; and Adjusted Funds From Operations (in thousands, except equivalent units (ownership effected and period weighted) and monthly rents):

11

FREE CASH FLOW FROM BUSINESS SEGMENTS

For the Three Months Ended June 30, 2000
(in thousands)

				Consolidated			Unconsolidated			Total			%
	Real Estate
			Conventional
			Average monthly rent greater than $800 per unit (14,477 equivalent units)	$	29,130		$	2,158		$	31,288			19.0	%
			Average monthly rent $700 to $800 per unit (8,964 equivalent units)		13,852			1,516			15,368			9.3	%
			Average monthly rent $600 to $700 per unit (27,991 equivalent units)		36,594			3,174			39,768			24.2	%
			Average monthly rent $500 to $600 per unit (39,004 equivalent units)		37,679			4,903			42,582			25.8	%
			Average monthly rent less than $500 per unit (21,866 equivalent units)		16,077			1,772			17,849			10.8	%
			Subtotal conventional real estate contribution to Free Cash Flow		133,332			13,523			146,855			89.1	%
		Affordable (13,481 equivalent units)			3,966			10,578			14,544			8.8	%
		College housing (average rent of $660 per month) (2,567 equivalent units)			3,109			150			3,259			2.0	%
		Other Properties			339			484			823			0.5	%
		Resident services			981			164			1,145			0.7	%
		Minority interest			(24,319	)		—			(24,319	)		(14.7	%)
			Total real estate contribution to free cash flow		117,408			24,899			142,307			86.4	%
	Service Businesses
			Management contract (property and asset management) Controlled properties		3,207			486			3,693			2.3	%
			Third party with terms in excess of one year		—			2,340			2,340			1.4	%
			Third party cancelable in 30 days		—			1,171			1,171			0.7	%
			Subtotal management contracts contribution to free cash flow		3,207			3,997			7,204			4.4	%
		Buyers Access			—			(124	)		(124	)		(0.1	%)
		Other service businesses			640			490			1,130			0.7	%
			Total service businesses contribution to free cash flow		3,847			4,363			8,210			5.0	%
	Interest income
		General partner loan interest			5,125			—			5,125			3.1	%
		Notes receivable from officers			206			—			206			0.1	%
		Other notes receivable			297			—			297			0.2	%
		Money market and interest bearing accounts			2,674			—			2,674			1.6	%
			Subtotal interest income		8,302			—			8,302			5.0	%
		Accretion of loan discount			7,206			—			7,206			4.4	%
			Total interest income contribution to free cash flow		15,508			—			15,508			9.4	%
	Fee Income
		Disposition Fees			651			(34	)		617			0.4	%
		Refinancing Fees			(36	)		99			63			0.0	%
			Total fee income contribution to free cash flow		615			65			680			0.4	%
	General and Administrative Expense				(1,940	)		—			(1,940	)		(1.2	%)
Free Cash Flow (1)				$	135,438		$	29,327		$	164,765			100.0	%

12

FREE CASH FLOW FROM BUSINESS SEGMENTS (Continued)

For the Three Months Ended June 30, 2000
(in thousands)

				Consolidated			Unconsolidated			Total
Free Cash Flow				$	135,438		$	29,327		$	164,765
Cost of Senior Capital
	Interest Expense:
		Secured debt
			Long-term, fixed rate		(46,160	)		(8,863	)		(55,023	)
			Long-term, variable rate		(285	)		(314	)		(599	)
			Short-term		(10,633	)		(312	)		(10,945	)
		Lines of credit and other unsecured debt			(7,334	)		(585	)		(7,919	)
		Interest expense on convertible debt			(2,430	)		—			(2,430	)
		Interest capitalized			2,445			—			2,445
			Total interest expense before minority interest		(64,397	)		(10,074	)		(74,471	)
		Minority interest share of interest expense			10,131			—			10,131
			Total interest expense after minority interest		(54,266	)		(10,074	)		(64,340	)
	Dividends on preferred securities				(16,896	)		—			(16,896	)
		Contribution before non-cash charges and ownership adjustments			64,276			19,253			83,529
	Non-structural depreciation, net of capital replacements				(3,913	)		(312	)		(4,225	)
	Amortization of intangible assets				(1,493	)		(511	)		(2,004	)
	Gain (loss) on sales of real estate, net of minority interest				(1,800	)		—			(1,800	)
	Deferred tax provision				—			(2,108	)		(2,108	)
		Earnings Before Structural Depreciation (EBSD) (1)			57,070			16,322			73,392
	Structural depreciation, net of minority interest in other entities				(63,269	)		(13,181	)		(76,450	)
		Net income (loss)			(6,199	)		3,141			(3,058	)	(a	)
	Gain on sales of real estate, net of minority interest				1,800			—			1,800
	Non-structural depreciation, net of minority interest in other entities				11,461			2,420			13,881
	Amortization of intangible assets				1,493			511			2,004
	Deferred tax provision				—			2,108			2,108
	Structural depreciation, net of minority interest in other entities				63,269			13,181			76,450
		Funds From Operations (FFO) (1)			71,824			21,361			93,185
	Capital replacement reserve				(7,548	)		(2,110	)		(9,658	)
		Adjusted Funds From Operations (AFFO) (1)		$	64,276		$	19,251		$	83,527

(a) Represents net loss of the AIMCO operating partnership. AIMCO’s share of this net loss is approximately 92%, or ($2,778).

							Earnings
							(loss)
		Earnings (loss)			Shares		per Share
EBSD
	Basic	$	73,392			72,580
	Diluted	$	85,510			89,425
Net Income (Loss)
	Basic	$	(3,058	)		72,580	$	(0.04	)
	Diluted	$	(3,058	)		72,580	$	(0.04	)
FFO
	Basic	$	93,185			72,580
	Diluted	$	105,303			89,425
AFFO
	Basic	$	83,527			72,580
	Diluted	$	95,645			89,425

13

FREE CASH FLOW FROM BUSINESS SEGMENTS
For the Six Months Ended June 30, 2000
(in thousands)

				Consolidated			Unconsolidated			Total			%
	Real Estate
		Conventional
			Average monthly rent greater than $800 per unit (14,357 equivalent units)	$	55,538		$	6,018		$	61,556			19.3	%
			Average monthly rent $700 to $800 per unit (9,112 equivalent units)		24,517			4,221			28,738			9.0	%
			Average monthly rent $600 to $700 per unit (28,149 equivalent units)		64,622			8,199			72,821			22.9	%
			Average monthly rent $500 to $600 per unit (39,920 equivalent units)		73,209			9,885			83,094			26.1	%
			Average monthly rent less than $500 per unit (22,449 equivalent units)		30,819			3,771			34,590			10.9	%
			Subtotal conventional real estate contribution to Free Cash Flow		248,705			32,094			280,799			88.2	%
		Affordable (13,266 equivalent units)			7,041			19,027			26,068			8.2	%
		College housing (average rent of $662 per month) (2,796 equivalent units)			6,549			490			7,039			2.2	%
		Other Properties			789			1,149			1,938			0.6	%
		Resident services			2,388			323			2,711			0.9	%
		Minority interest			(43,015	)		—			(43,015	)		(13.5	)%
			Total real estate contribution to free cash flow		222,457			53,083			275,540			86.6	%
	Service Businesses
		Management contract (property and asset management) Controlled properties			6,623			2,349			8,972			2.8	%
			Third party with terms in excess of one year		—			4,525			4,525			1.4	%
			Third party cancelable in 30 days		—			1,428			1,428			0.5	%
			Subtotal management contracts contribution to free cash flow		6,623			8,302			14,925			4.7	%
		Buyers Access			—			348			348			0.1	%
		Other service businesses			1,172			1,160			2,332			0.7	%
			Total service businesses contribution to free cash flow		7,795			9,810			17,605			5.5	%
	Interest income
		General partner loan interest			8,940			—			8,940			2.8	%
		Notes receivable from officers			375			—			375			0.1	%
		Other notes receivable			593			—			593			0.2	%
		Money market and interest bearing accounts			5,206			—			5,206			1.6	%
			Subtotal interest income		15,114			—			15,114			4.7	%
		Accretion of loan discount			13,397			—			13,397			4.2	%
			Total interest income contribution to free cash flow		28,511			—			28,511			8.9	%
	Fee Income
		Disposition Fees			1,567			(34	)		1,533			0.5	%
		Refinancing Fees			167			99			266			0.1	%
			Total fee income contribution to free cash flow		1,734			65			1,799			0.6	%
	General and Administrative Expense				(5,151	)		—			(5,151	)		(1.6	)%
Free Cash Flow (1)				$	255,346		$	62,958		$	318,304			100.0	%

14

FREE CASH FLOW FROM BUSINESS SEGMENTS (Continued)

For the Six Months Ended June 30, 2000
(in thousands)

				Consolidated			Unconsolidated			Total
Free Cash Flow				$	255,346		$	62,958		$	318,304
Cost of Senior Capital
	Interest Expense:
		Secured debt
			Long-term, fixed rate		(87,128	)		(18,808	)		(105,936	)
			Long-term, variable rate		(461	)		(745	)		(1,206	)
			Short-term		(21,483	)		(1,123	)		(22,206	)
		Lines of credit and other unsecured debt			(13,112	)		(833	)		(13,945	)
		Interest expense on convertible debt			(4,859	)		—			(4,859	)
		Interest capitalized			4,439			1,165			5,604
			Total interest expense before minority interest		(122,604	)		(20,344	)		(142,948	)
		Minority interest share of interest expense			18,071			—			18,071
			Total interest expense after minority interest		(104,533	)		(20,344	)		(124,877	)
	Dividends on preferred securities				(33,672	)		—			(33,672	)
		Contribution before non-cash charges and ownership adjustments			117,141			42,614			159,755
	Non-structural depreciation, net of capital replacements				(4,764	)		(1,262	)		(6,026	)
	Amortization of intangible assets				(3,068	)		(1,019	)		(4,087	)
	Gain (loss) on sales of real estate, net of minority interest				3,305			—			3,305
	Deferred tax provision				—			(2,960	)		(2,960	)
		Earnings Before Structural Depreciation (EBSD) (1)			112,614			37,373			149,987
	Structural depreciation, net of minority interest in other entities				(111,674	)		(29,015	)		(140,689	)
		Net income			940			8,358			9,298		(a	)
	Gain on sales of real estate, net of minority interest				(3,305	)		—			(3,305	)
	Non-structural depreciation, net of minority interest in other entities				20,033			5,548			25,581
	Amortization of intangible assets				3,068			1,019			4,087
	Deferred tax provision				—			2,960			2,960
	Structural depreciation, net of minority interest in other entities				111,674			29,015			140,689
		Funds From Operations (FFO) (1)			132,410			46,900			179,310
	Capital replacement reserve				(15,269	)		(4,288	)		(19,557	)
		Adjusted Funds From Operations (AFFO) (1)		$	117,141		$	42,612		$	159,753

(a) Represents net income of the AIMCO operating partnership. AIMCO’s share of this net income is approximately 92%, or $8,589.

						Earnings
		Earnings		Shares		Per Share
EBSD
	Basic	$	149,987		72,516
	Diluted	$	174,102		88,287
Net Income
	Basic	$	9,298		72,516	$	0.13
	Diluted	$	9,298		73,392	$	0.13
FFO
	Basic	$	179,310		72,516
	Diluted	$	203,425		88,287
AFFO
	Basic	$	159,753		72,516
	Diluted	$	183,868		88,287

15

(1) Free Cash Flow, Earnings Before Structural Depreciation, Funds From Operations, and Adjusted Funds From Operations are measurement standards used by the Company’s management. These should not be considered alternatives to net income or net cash flow from operating activities, as determined in accordance with GAAP, as an indication of the Company’s performance or as a measure of liquidity.

• “Free Cash Flow” is defined by the Company as net operating income minus the capital spending required to maintain the related assets. It measures profitability prior to the cost of capital.

• “Earnings Before Structural Depreciation” (“EBSD”) is defined by the Company as Net Income, determined in accordance with GAAP, plus “structural depreciation”, i.e. depreciation of buildings and land improvements whose useful lives exceed 20 years.

• “Funds From Operations” (“FFO”) is defined by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) as net income (loss), computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains and losses from debt restructuring and sales of property, plus real estate related depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures. The Company calculates FFO based on the NAREIT definition, as adjusted for minority interest in the AIMCO operating partnership, amortization, the non-cash deferred portion of the income tax provision for unconsolidated subsidiaries and less the payment of dividends on preferred stock. There can be no assurance that the Company’s basis for computing FFO is comparable with that of other real estate investment trusts.

• “Adjusted Funds From Operations” (“AFFO”) is defined by the Company as FFO less a charge for capital replacements equal to $300 per apartment unit.

NOTE 9 — High Performance Units

      In January 1998, AIMCO’s operating partnership sold an aggregate of 15,000 of its Class I High Performance Partnership Units (the “High Performance Units”) to a joint venture comprised of twelve members of AIMCO’s senior management and to three of its independent directors for a total of $2.1 million in cash. The High Performance Units have nominal value unless the Company’s total return (as defined below) over the three-year period ending December 31, 2000, is at least 30% and exceeds the industry average, as determined by a peer group index, by at least 15%. At the conclusion of the three year period, if the Company’s total return satisfies these criteria, the holders of the High Performance Units will receive distributions and allocations of income and loss from the AIMCO operating partnership in the same amounts and at the same times as would holders of a number of Common OP Units equal to the quotient obtained by dividing (i) the product of (a) 15% of the amount by which the Company’s cumulative total return over the three year period exceeds the greater of 115% of a peer group index or 30% (such excess being the “Excess Return”), multiplied by (b) the weighted average market value of the Company’s outstanding Class A Common Stock and Common OP Units, by (ii) the market value of one share of Class A Common Stock at the end of the three year period. The three-year measurement period will be shortened in the event of a change of control of the Company. Unlike Common OP Units, the High Performance Units are not redeemable or convertible into Class A Common Stock unless a change of control of the Company occurs. Because there is substantial uncertainty that the High Performance Units will have more than nominal value due to the required total return over the three-year term, the Company has not recorded any value to the High Performance Units in the consolidated financial statements as of June 30, 2000. The Company includes any dilutive effect of the High Performance Units in its earnings.

      The Morgan Stanley Dean Witter REIT Index is being used as the peer group index for purposes of the High Performance Units. The Morgan Stanley Dean Witter REIT Index is a capitalization-weighted index (with dividends reinvested) of the most actively traded real estate investment trusts. The Morgan Stanley Dean Witter REIT Index is comprised of over 100 real estate investment trusts selected by Morgan Stanley Dean Witter & Co. Incorporated. The Board of Directors of the Company has selected this index because it believes that it is the real estate investment trust index most widely reported and accepted among institutional investors.

      “Total return” means, for any security and for any period, the cumulative total return for such security over such period, as measured by (i) the sum of (a) the cumulative amount of dividends paid in respect of such security for such period (assuming that all cash dividends are reinvested in such security as of the payment date for such dividend based on the security price on the dividend payment date), and (b) an amount equal to (x) the security price

16

at the end of such period, minus (y) the security price at the beginning of such period, divided by (ii) the security price at the beginning of the measurement period; provided, however, that if the foregoing calculation results in a negative number, the total return shall be equal to zero. For purposes of calculating the total return of the AIMCO Class A Common Stock, the security price at the end of the period will be based on an average of the volume-weighted average daily trading price of the AIMCO Class A Common Stock for the 20 trading days immediately preceding the end of the period.

      The High Performance Units are not convertible into AIMCO Class A Common Stock. However, in the event of a change of control of the Company, holders of High Performance Units will have redemption rights similar to those of holders of Common OP Units. Upon the occurrence of a change of control, any holder of High Performance Units may, subject to certain restrictions, require the AIMCO operating partnership to redeem all or a portion of the High Performance Units held by such party in exchange for a cash payment per unit equal to the liquidation value of a unit at the time of redemption. However, in the event that any High Performance Units are tendered for redemption, the Partnership’s obligation to pay the redemption price is subject to the prior right of the Company to acquire such High Performance Units in exchange for an equal number of shares of AIMCO Class A Common Stock with a market value equivalent to the liquidation value of the units.

      If AIMCO’s total return over the measurement period exceeds 115% of the total return of the Morgan Stanley Dean Witter REIT Index and exceeds the minimum return (30% over three years), then the holders of High Performance Units could be entitled to a significant percentage of future distributions made by the AIMCO operating partnership. This could have a dilutive effect on future earnings per share of AIMCO Class A Common Stock, and on AIMCO’s equity ownership in the AIMCO operating partnership after the three-year measurement period.

      The following table illustrates the value of the 15,000 High Performance Units at the end of the three-year measurement period, assuming a range of different prices for the AIMCO Class A Common Stock at the end of the measurement period. For the period from January 1, 1998 to June 30, 2000, the cumulative total return of the Morgan Stanley Dean Witter REIT Index was (10.13%) and the cumulative total return of the AIMCO Class A Common Stock was 39.2%. As a result, for purposes of the illustration, we have assumed that the cumulative total return of the AIMCO Class A Common Stock will exceed 115% of the cumulative total return of the peer group index. This implies that the High Performance Units will only have value if the cumulative total return on the AIMCO Class A Common Stock from January 1, 1998 to January 1, 2001 exceeds 30%. We have also assumed, for purposes of the illustration, that the weighted average market value of outstanding equity (AIMCO Class A Common Stock and Common OP Units) during the measurement period is $2,440,408,891, which was the amount as of June 30, 2000.

17

      Please note that the table below is for illustrative purposes only and there can be no assurance that actual outcomes will be within the ranges used. Some of the factors that could affect the results set forth in the table are the total return of the AIMCO Class A Common Stock relative to the total return of the Morgan Stanley Dean Witter REIT Index, and the market value of the average outstanding equity of the Company during the measurement period. These factors may be affected by general economic conditions, local real estate conditions and the dividend policy of the Company.

											Average		Excess
											Market		Shareholder
Stock		AIMCO			Minimum			Excess			Capitalization		Value Added
Price		Total			Return			Return			(thousands)		(thousands)
(12/31/00)		Return			(1)			(2)			(3)		(4)
$	39.00		28.93	%		30.00	%		0.00	%	$	2,440,409	$	—
	39.51		30.58	%		30.00	%		0.58	%		2,440,409		14,154
	40.00		32.17	%		30.00	%		2.17	%		2,440,409		52,957
	41.00		35.41	%		30.00	%		5.41	%		2,440,409		132,026
	42.00		38.65	%		30.00	%		8.65	%		2,440,409		211,095
	43.00		41.89	%		30.00	%		11.89	%		2,440,409		290,165
	44.00		45.13	%		30.00	%		15.13	%		2,440,409		369,234
	45.00		48.37	%		30.00	%		18.37	%		2,440,409		448,303
	46.00		51.60	%		30.00	%		21.60	%		2,440,409		527,128
	47.00		54.84	%		30.00	%		24.84	%		2,440,409		606,198
	48.00		58.07	%		30.00	%		28.07	%		2,440,409		685,023
	49.00		61.31	%		30.00	%		31.31	%		2,440,409		764,092
	50.00		64.54	%		30.00	%		34.54	%		2,440,409		842,917

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Value of				OP Unit			Cash Proceeds
		High				Dilution as			To Company
		Performance		OP Unit		a % of total			From Initial
Stock		Units		Dilution		Diluted shares			Investment
Price		(thousands)		(thousands)		Outstanding			(thousands)
(12/31/00)		(5)		(6)		(7)			(8)
$	39.00	$	6		—		0.00	%	$	2,064
	39.51		2,123		54		0.06	%		2,064
	40.00		7,944		199		0.22	%		2,064
	41.00		19,804		483		0.54	%		2,064
	42.00		31,664		754		0.84	%		2,064
	43.00		43,525		1,012		1.13	%		2,064
	44.00		55,385		1,259		1.41	%		2,064
	45.00		67,245		1,494		1.67	%		2,064
	46.00		79,069		1,719		1.92	%		2,064
	47.00		90,930		1,935		2.16	%		2,064
	48.00		102,753		2,141		2.39	%		2,064
	49.00		114,614		2,339		2.62	%		2,064
	50.00		126,438		2,529		2.83	%		2,064

(1)	Assumes that the AIMCO total return will exceed that of the peer group by at least 15%.
(2)	“Excess Return” is the amount, if any, by which the total return of the AIMCO Class A Common Stock over the measurement period exceeds the minimum return.
(3)	Assumes the market value of outstanding equity (AIMCO Class A Common Stock and Common OP Units) at June 30, 2000 throughout the measurement period.
(4)	“Excess Shareholder Value Added” is calculated by multiplying the Excess Return by the average market capitalization.
(5)	The “Value of High Performance Units” is calculated by multiplying the Excess Shareholder Value Added by 15%. If Excess Shareholder Value Added is 0, the “Value of High Performance Units” is calculated by multiplying the stock price by 150 OP Units. The initial investment of $2,070,000 will continue to be treated as contributed equity on the balance sheet of the AIMCO operating partnership.
(6)	The “OP Unit Dilution” is calculated by dividing the Value of High Performance Units by the stock price at the end of the period.
(7)	“OP Unit Dilution as a % of Total Diluted Shares Outstanding” is calculated by dividing the OP Unit Dilution by the total weighted-average diluted shares outstanding as of June 30, 2000.
(8)	If Excess Shareholder Value Added is $0, the “Cash Proceeds to Company from Initial Investment” is calculated by subtracting the “Value of High Performance Units” from $2,070,000, which is the purchase price of 15,000 High Performance Units.

18

      The following table summarizes the status of the High Performance Units as of December 31, 1999 and June 30, 2000:

				Morgan Stanley
	AIMCO Total			Dean Witter			Minimum			Excess
As of	Return			REIT Index			Return			Return
December 31, 1999		22.71	%		(20.69	)%		19.11	%		3.60	%
June 30, 2000		39.20	%		(10.13	)%		24.44	%		14.76	%

[Additional columns below]

[Continued from above table, first column(s) repeated]

	Average		Excess		Value of High
	Market		Shareholder		Performance		OP Unit
As of	Capitalization		Value Added(1)		Units (2)		Dilution
December 31, 1999	$	2,327,728,992	$	83,798,244	$	12,569,737		340,096	(3)
June 30, 2000	$	2,440,408,891	$	360,204,352	$	54,030,653		1,268,623	(4)

(1)	Excess Return multiplied by average market capitalization
(2)	Excess Shareholder Value Added multiplied by 15%
(3)	OP Unit calculation based on trailing 20-day average stock price of $36.96
(4)	OP Unit calculation based on trailing 20-day average stock price of $42.59

NOTE 10 — Portfolios Held for Sale

      The Company is currently marketing for sale certain real estate properties as part of its policy of selling the lowest ranking properties (as determined by management from time to time) in the Company’s portfolio. Approximately 10,284 units with an approximate carrying value of $143 million are included with real estate in the consolidated financial statements and approximately 20,192 units with an approximate carrying value of $101 million are included with investments in unconsolidated real estate partnerships in the consolidated financial statements. The Company does not expect to incur any material losses with respect to the sales of the properties.

NOTE 11 — Pending Acquisition

      On June 28, 2000 the Company announced that it had entered into a definitive agreement pursuant to which the Company will acquire the stock and other interests held by the principals, officers and directors of Oxford Realty Financial Group (“ORFG”) in entities, including ORFG, which own interests in and control the Oxford properties, for a purchase price of $301 million. The Oxford properties are 166 apartment communities including 36,662 units, located in 18 states. The Company currently manages the Oxford properties pursuant to long-term contracts. In addition to the interests in the Oxford properties, the Company is acquiring the entity which owns the managing general partner position in Oxford Tax-Exempt Fund II, L.P. (“OTEF”). OTEF holds tax-exempt bonds primarily secured by mortgages on certain of the Oxford properties. The Company has also agreed to purchase approximately 700,000 OTEF securities that represent approximately a 9% limited partnership interest.

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

Overview

      AIMCO is a real estate investment trust with headquarters in Denver, Colorado and 29 regional operating centers, which holds a geographically diversified portfolio of apartment communities. As of June 30, 2000, the Company owned or managed 343,878 apartment units, comprised of 135,261 units in 483 apartment communities owned or controlled by the Company (the “Owned Properties”), 100,441 units in 614 apartment communities in which the Company has an equity interest (the “Equity Properties”) and 108,176 units in 705 apartment communities which the Company manages for third parties and affiliates (the “Managed Properties” and together with the Owned Properties and the Equity Properties, the “AIMCO Properties”). The apartment communities are located in 48 states, the District of Columbia and Puerto Rico.

      In the three months ended June 30, 2000, AIMCO completed $207 million in acquisitions, dispositions, and mortgage-financing transactions. AIMCO purchased $43 million of limited partnership interests. AIMCO sold six apartment communities and six commercial properties for a total sales price of $75 million. AIMCO’s share of the sales price was $19 million and gain was $0.2 million. Second quarter refinancing activity included the closing of $89 million of new mortgages and loan assumptions at a weighted average interest rate of 7.67%. As previously announced, AIMCO also entered into a definitive agreement to acquire certain stock and interests in entities that own and control the Oxford portfolio of properties.

      The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of acquisitions, the Company’s future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation, national and local economic conditions: the general level of interest rates; the terms of governmental regulations that affect the Company and interpretations of those regulations; the competitive environment in which the Company operates; financing risks, including the risk that the Company’s cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; acquisition and development risks, including failure of such acquisitions to perform in accordance with projections; and possible environmental liabilities, including costs which may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Company. In addition, the Company’s current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code and depends on its ability to meet the various requirements imposed by the Internal Revenue Code, through actual operating results, distributions levels and diversity of stock ownership. Readers should carefully review the Company’s financial statements and the notes thereto, as well as the risk factors described in documents the Company files from time to time with the Securities and Exchange Commission.

Results of Operations

      Comparison of the Three Months Ended June 30, 2000 to the Three Months Ended June 30, 1999

Net Income

      The Company recognized net income of $11.8 million for the three months ended June 30, 2000, compared with $23.1 million for the three months ended June 30, 1999. The decrease in net income of $11.3 million, or (48.9%), primarily was the result of $15 million charged to operations for partnership losses or distributions in excess of the basis in minority interests.

20

Consolidated Rental Property Operations

      Rental and other property revenues from the consolidated Owned Properties totaled $258.1 million for the three months ended June 30, 2000, compared with $116.2 million for the three months ended June 30, 1999, an increase of $141.9 million, or 122.1%. The increase in rental and other property revenues reflects an increase in “same store” sales revenue of 5.1%; the purchase of 28 properties during 1999 and one property in 2000; the acquisition of controlling interests in partnerships owning 227 properties; and the subsequent consolidation of the purchased and newly controlled entities; partly offset by the sale of 25 properties.

      Property operating expenses for the consolidated Owned Properties, consisting of on-site payroll costs, utilities (net of reimbursements received from tenants), contract services, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $104.7 million for the three months ended June 30, 2000, compared with $45.1 million for the three months ended June 30, 1999, an increase of $59.6 million or 132.2%. The increase in property operating expenses primarily was due to an increase in “same store” expenses of 3.7%; the purchase of 28 properties in 1999 and 1 property in 2000; the acquisition of controlling interests in partnerships owning 227 properties; and the subsequent consolidation of the purchased and newly controlled entities; partly offset by the sale of 25 properties.

Service Company Business

      The Company’s share of income from the service company business remained relatively unchanged with $4.5 million for the three months ended June 30, 2000, compared with $4.6 million for the three months ended June 30, 1999. Expenses of the service company business increased $5.5 million for the three months ended June 30, 2000 compared with the three months ended June 30, 1999 primarily due to the investment in several technology initiatives and product enhancements.

General and Administrative Expenses

      General and administrative expenses decreased from $2.3 million for the three months ended June 30, 1999 to $1.9 million for the three months ended June 30, 2000, a 17.4% decrease. The decrease primarily is due to the classification of certain general and administrative costs with management and other expenses of the service company business.

Interest Expense

      Interest expense, which includes the amortization of deferred financing costs, totaled $64.4 million for the three months ended June 30, 2000, compared with $29.7 million for the three months ended June 30, 1999, an increase of $34.7 million, or 116.8%. The increase primarily was due to the Company acquiring controlling interests in partnerships owning 227 properties and the subsequent consolidation of these properties. The Company had also drawn $293.5 million on its credit facility with Bank of America as of June 30, 2000 compared with $0 at June 30, 1999. The cost of such borrowing was at a weighted average interest rate of 9.06% at June 30, 2000.

Interest Income

      Interest income totaled $15.5 million for the three months ended June 30, 2000, compared with $11.0 million for the three months ended June 30, 1999. The increase of $4.5 million primarily is due to the recognition of interest accretion on discounted acquisition notes.

21

      Comparison of the Six Months Ended June 30, 2000 to the Six Months Ended June 30, 1999

Net Income

      The Company recognized net income of $37.7 million for the six months ended June 30, 2000, compared with $37.1 million for the six months ended June 30, 1999. The increase in net income of $0.6 million, or 1.6%, primarily was the result of an increase in net “same store” property results; the acquisition of 28 properties during 1999 and one property during 2000; the completion of the merger of Insignia Properties Trust into AIMCO; the purchase of $271 million in limited partnership interests from unaffiliated third parties in 1999; and an increase in interest income on notes receivable from unconsolidated real estate partnerships in 2000. The effect of the above on net income was partially offset by $18 million charged to operations for partnership losses or distributions in excess of the basis in minority interests and the sale of eight properties during 1999 and twenty-five properties in 2000. These factors are discussed in more detail in the following paragraphs.

Consolidated Rental Property Operations

      Rental and other property revenues from the consolidated Owned Properties totaled $482.4 million for the six months ended June 30, 2000, compared with $228.8 million for the six months ended June 30, 1999, an increase of $253.6 million, or 110.8%. The increase in rental and other property revenues primarily was due to an increase in “same store” sales revenue of 4.2%; the purchase of 28 properties in 1999 and one property in 2000; the acquisition of controlling interests in partnerships owning 227 properties; and the subsequent consolidation of the purchased and newly controlled entities; partly offset by the sale of 25 properties.

      Property operating expenses for the consolidated Owned Properties, consisting of on-site payroll costs, utilities (net of reimbursements received from tenants), contract services, turnover costs, repairs and maintenance, advertising and marketing, property taxes and insurance, totaled $195.4 million for the six months ended June 30, 2000, compared with $88.3 million for the six months ended June 30, 1999, an increase of $107.1 million or 121.3%. The increase in property operating expenses primarily was due to an increase in “same store” expenses of 1.9%; the purchase of 28 properties in 1999 and one property in 2000; the acquisition of controlling interests in partnerships owning 227 properties; and the subsequent consolidation of the purchased and newly controlled entities; partly offset by the sale of 25 properties.

Service Company Business

      The Company’s share of income from the service company business was $9.5 million for the six months ended June 30, 2000, compared with $3.5 million for the six months ended June 30, 1999. The increase in service company business income of $6 million, or 171%, primarily was due to a reduction in the allocation of management contract expense between the consolidated service company business and the unconsolidated subsidiaries. The allocation of such expense will remain constant on a year to year comparison, and the core business operations remained unchanged between the periods. Expenses increased due to the investment in several technology initiatives and product enhancements.

General and Administrative Expenses

      General and administrative expenses remained relatively unchanged with $5.3 million for the six months ended June 30, 1999 and $5.2 million for the six months ended June 30, 2000.

Interest Expense

      Interest expense, which includes the amortization of deferred financing costs, totaled $122.6 million for the six months ended June 30, 2000, compared with $61.1 million for the six months ended June 30, 1999, an increase of $61.5 million, or 100.7%. The increase primarily was due to the Company acquiring controlling interests in partnerships owning 227 properties and the subsequent consolidation of these properties. The Company had also drawn $293.5 million on its credit facility with Bank of America as of June 30, 2000 compared with $0 at June 30, 1999. The cost of such borrowing was at a weighted average interest rate of 9.06% at June 30, 2000.

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Interest Income

      Interest income totaled $28.5 million for the six months ended June 30, 2000, compared with $20.7 million for the six months ended June 30, 1999. The increase of $7.8 million or 37% primarily is due to the recognition of interest accretion on discounted acquisition notes.

Funds From Operations

      For the three months and six months ended June 30, 2000 and 1999, the Company’s Funds From Operations (“FFO”) on a fully diluted basis were as follows (dollars in thousands):

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2000			1999			2000			1999
Income before minority interest in operating partnership		$	13,160		$	23,993		$	41,614		$	39,168
	Gain on disposition of properties		(226	)		—			(5,331	)		(15	)
	Real estate depreciation, net of minority interest		76,756			26,713			133,725			52,413
	Real estate depreciation related to unconsolidated entities		15,601			23,641			34,563			44,756
	Amortization of intangibles		1,679			2,309			3,439			4,911
	Amortization of recoverable amount of management contracts		325			10,399			648			20,796
	Deferred tax (benefit) provision		2,109			(659	)		2,961			1,797
	Preferred stock dividends and distributions		(6,530	)		(8,322	)		(13,052	)		(19,527	)
	TOPR’s interest expense		2,429			—			4,858			—
Funds From Operations (FFO)		$	105,303		$	78,074		$	203,425		$	144,299
Weighted average number of common shares, common share equivalents and Common OP Units outstanding:
	Common share and common share equivalents		83,106			71,909			81,948			66,392
	Common OP Units		6,319			5,621			6,339			6,964
			89,425			77,530			88,287			73,356

      FFO increased to $105 million and $203 million for the three and six months ended June 30, 2000, respectively, compared with $78 million and $144 million, respectively, for the same periods in 1999 primarily due to: increases in “same store” property operations; the acquisition and subsequent consolidation of newly controlled entities and controlling interests in partnerships owning 227 properties; and the purchase of 28 properties in 1999 and 1 property in 2000; partly offset by the sale of 25 properties.

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Same Store Property Operating Results

      The Company defines “same store” properties as apartment communities owned in the comparable periods of 2000 and 1999. The following table summarizes the unaudited consolidated rental property operations on a “same store” basis (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2000			1999			2000			1999
Properties		552			552			552			552
Units		151,398			151,398			151,398			151,398
Average Physical Occupancy		94.8	%		94.7	%		94.7	%		94.3	%
Average Rent Collected/Unit/Month	$	642		$	612		$	637		$	605
Revenues	$	207,257		$	197,255		$	408,883		$	392,340
Expenses		78,216			75,421			153,548			150,745
Net Operating Income	$	129,041		$	121,834		$	255,335		$	241,595

Liquidity and Capital Resources

      For the six months ended June 30, 2000 and 1999, net cash flows were as follows (dollars in thousands):

	2000			1999
Cash flow provided by operating activities	$	150,911		$	103,727
Cash flow used in investing activities		(197,352	)		(41,541	)
Cash flow provided by (used in) financing activities		35,546			(81,833	)

      During the six months ended June 30, 2000, the Company closed $207.7 million of long-term fixed-rate, fully amortizing notes payable with a weighted average interest rate of 8.02%. Each of the notes is individually secured by one of nineteen properties with no cross-collateralization. The Company used the net proceeds totaling $204.9 million after transaction costs to repay existing debt and for working capital. During the six months ended June 30, 2000, the Company also assumed a $7 million long-term fixed rate, fully amortizing note payable with an interest rate of 8.37% in connection with the acquisition of one property. The note is secured by the acquired property.

      In August 1999, the Company closed a $300 million revolving credit facility arranged by Bank of America, N.A. BankBoston, N.A. and First Union National Bank with a syndicate comprised of a total of nine lender participants. Effective March 15, 2000 the credit facility was expanded by $45 million with the potential to expand it by another $55 million to a total of $400 million. On April 14, 2000, the credit facility was expanded by $5 million to $350 million. The obligations under the credit facility are secured by certain non-real estate assets of the Company. Borrowings under the credit facility, including the $50 million expansion, are available for general corporate purposes. The credit facility has a two-year term subject to two one-year extensions. The annual interest rate under the credit facility is based either on LIBOR or a base rate which is the higher of Bank of America’s reference rate or 0.5% over the federal funds rate, plus, in either case, an applicable margin. The margin ranges between 2.05% and 2.55%, in the case of LIBOR-based loans, and between 0.55% and 1.05%, in the case of base rate loans, based upon a fixed charge coverage ratio. The weighted average interest rate at June 30, 2000 was 9.06%. The amount available under different credit facilities at June 30, 2000 and 1999 was $56.5 million and $145 million, respectively.

      The Company expects to meets its short-term liquidity requirements including property acquisitions, tender offers and refinancing of short-term debt with long-term, fixed rate, fully amortizing debt, secured or unsecured short-term debt, the issuance of debt or equity securities in public offerings or private placements, and cash generated from operations.

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      On June 28, 2000, the Company announced that it had entered into a definitive agreement pursuant to which the Company will acquire the stock and other interests held by the principals, officers and directors of Oxford Realty Financial Group (“ORFG”) in entities, including ORFG, which own interest in and control the Oxford properties, for a purchase price of $301 million. The Oxford properties are 166 apartment communities including 36,662 units, located in 18 states. The Company has agreed to pay $241 million in cash and $60 million in AIMCO Common OP Units and/or Class A Common Stock. The Company expects to borrow the cash portion of the purchase price from Bank of America, N.A. and Lehman Brothers pursuant to a term loan that the Company intends to repay from presently scheduled property refinancings, expected property sales, and internal cash flow. The term loan requires amortization of $15 million per quarter for the first year increasing to $30 million per quarter thereafter and matures on July 31, 2002. The term loan will bear interest at LIBOR plus 4% for the first twelve months and increases by 0.5% each six months thereafter. The term loan is expected to be secured by certain Oxford assets to be acquired.

      At June 30, 2000, the Company had $90.7 million in cash and cash equivalents. In addition, the Company had $108.3 million of restricted cash, primarily consisting of reserves and impounds held by lenders for capital expenditures, property taxes and insurance. The Company’s principal demands for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital improvements, acquisitions of or investments in properties, dividends paid to its stockholders and distributions paid to limited partners. The Company considers its cash provided by operating activities, and funds available under its credit facilities, to be adequate to meet short-term liquidity demands. The Company utilizes its revolving credit facility for general corporate purposes and to fund investments on an interim basis.

      From time to time, the Company has offered to acquire and, in the future, may offer to acquire the interests held by third party investors in certain limited partnerships for which the Company acts as general partner. Any such acquisitions will require funds to pay the cash purchase price for such interests. During the six months ended June 30, 2000, the Company made separate offers to the limited partners of 189 partnerships to acquire their limited partnership interests, and purchased approximately $61 million (including transaction costs) of limited partnership interests.

Return on Assets and Return on Equity

      The Company’s Return On Assets and Return On Equity for the six months ended June 30, 2000 and 1999 are as follows:

		Based on AFFO						Based on FFO
		Six Months Ended						Six Months Ended
		June 30,						June 30,
		2000			1999			2000			1999
Return on Assets (a)			10.3	%		9.7	%		10.8	%		10.3	%
Return on Equity Basic (b)			15.0	%		14.6	%		16.4	%		15.8	%
	Diluted (c)		13.5	%		12.3	%		14.5	%		13.3	%

(a)

The Company defines Return on Assets (AFFO) as (i) annualized Free Cash Flow divided by (ii) Average Assets. Average Assets are computed by averaging the sum of Assets, as defined below, at the beginning and the end of the period. Assets are total assets, plus accumulated depreciation, less accumulated Capital Replacements of $73,018 for the six months ended June 30, 2000, and less all non-indebtedness liabilities. The Company defines Return on Assets (FFO) as (i) annualized Free Cash Flow plus Capital Replacements; divided by (ii) Average Assets plus accumulated Capital Replacements.

(b)

The Company defines Return on Equity-Basic (AFFO) as (i) annualized AFFO-Basic; divided by (ii) Average Equity. Average Equity is computed by averaging the sum of Equity, as defined below, at the beginning and the end of the period. Equity is total stockholders’ equity, plus accumulated depreciation, less accumulated

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	Capital Replacements of $73,018 for the six months ended June 30, 2000, less preferred stock, plus minority interest in the AIMCO operating partnership, net of preferred OP unit interests ($105,362). The Company defines Return on Equity-Basic (FFO) as (i) annualized AFFO-Basic plus Capital Replacements; divided by (ii) Average Equity plus accumulated Capital Replacements.
(c)	The Company defines Return on Equity-Diluted (AFFO) and Return on Equity-Diluted (FFO) assuming conversion of debt and preferred securities whose conversion is dilutive.

The increase in Return On Assets (AFFO) and (FFO) from the 1999 period to the 2000 period is the result of higher returns on acquired properties, as well as on the additional properties consolidated in the fourth quarter of 1999 and the first half of 2000.

The increase in Return On Equity-Basic (AFFO) and (FFO) and Return On Equity –Diluted (AFFO) and (FFO) from the 1999 period to the 2000 period primarily is due to increased Return on Assets.

Litigation

      The Company is a party to various legal actions resulting from its operating activities. These actions are routine litigation and administrative proceedings arising in the ordinary course of business, some of which are covered by liability insurance, and none of which are expected to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole.

      In connection with the Company’s acquisitions of interests in limited partnerships that own properties, the Company and its affiliates are sometimes subject to potential legal actions, including allegations that such activities may involve breaches of fiduciary duties to the limited partners of such partnerships or violations of the relevant partnership agreements. The Company believes it complies with its fiduciary obligations and relevant partnership agreements, and does not expect any such legal actions to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiaries taken as a whole.

Contingencies

     Pending Investigations of HUD Management Arrangements

      In July 1999, the National Housing Partnership (“NHP”) received a grand jury subpoena requesting documents relating to NHP’s management of HUD-assisted or HUD-insured multi-family projects and NHP’s operation of a group purchasing program created by NHP, known as Buyers Access. The subpoena relates to the same subject matter as subpoenas NHP received in October and December of 1997 from the HUD Inspector General. To date, neither the HUD Inspector General nor the grand jury has initiated any action against NHP or AIMCO or, to NHP’s or AIMCO’s knowledge, any owner of HUD property managed by NHP. AIMCO believes that NHP’s operations and programs are in compliance, in all material respects, with all laws, rules and regulations relating to HUD-assisted or HUD-insured properties. AIMCO is cooperating with the investigation and does not believe that the investigation will result in a material adverse effect on the financial condition of the Company. However, as with any similar investigation, there can be no assurance that these will not result in material fines, penalties or other costs that may impact the Company’s future results of operations or cash flows.

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      Environmental

      Various Federal, state and local laws subject property owners or operators to liability for the costs of removal or remediation of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. The presence of, or the failure to properly remediate, hazardous substances may adversely affect occupancy at contaminated apartment communities and our ability to sell or borrow against contaminated properties. In addition to the costs associated with investigation and remediation actions brought by governmental agencies, the presence of hazardous wastes on a property could result in personal injury or similar claims by private plaintiffs. Various laws also impose liability for the cost of removal or remediation of hazardous substances at the disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous or toxic substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of our properties, the Company could potentially be liable for environmental liabilities or costs associated with properties or properties it acquires or manages in the future.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

      The Company’s primary market risk exposure relates to changes in interest rates. The Company is not subject to any foreign currency exchange rate risk or commodity price risk, or any other material market rate or price risks. The Company uses predominantly long-term, fixed-rate and self-amortizing non-recourse debt in order to avoid the refunding or repricing risks of short-term borrowings. The Company uses short-term debt financing and working capital primarily to fund acquisitions and generally expects to refinance such borrowings with proceeds from equity offerings or long term debt financings.

      The Company had $444.9 million of variable rate debt outstanding at June 30, 2000, which represents 13.3% of the Company’s total outstanding debt. Based on this level of debt, an increase in interest rates of 1% would result in the Company’s income and cash flows being reduced by $4.4 million on an annual basis.

      The estimated aggregate fair value of the Company’s cash and cash equivalents, receivables, payables and short-term secured and unsecured debt as of June 30, 2000 is assumed to approximate their carrying value due to their relatively short terms. Management further believes that, after consideration of interest rate agreements, the fair market value of the Company’s secured tax-exempt bond debt and secured long-term debt approximates their carrying value, based on market comparisons to similar types of debt instruments having similar maturities.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

      None.

ITEM 2. Changes in Securities and Use of Proceeds

      From time to time during the quarter, AIMCO issued shares of Class A Common Stock in exchange for Common OP Units tendered to the AIMCO operating partnership for redemption in accordance with the terms and provisions of the agreement of limited partnership of the AIMCO operating partnership. Such shares are issued based on an exchange ratio of one share for each Common OP Unit. The shares are issued in exchange for Common OP Units in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof. During the six months ended June 30, 2000, 137,314 shares of Class A Common Stock were issued in exchange for Common OP Units.

      As disclosed in AIMCO’s Current Report on Form 8-K, dated January 13, 2000, on January 13, 2000 AIMCO sold 1,200,000 shares of Class M Convertible Cumulative Preferred Stock to an institutional investor for $30 million. The shares were issued in a private placement transaction exempt from registration under the Securities Act pursuant to Section 4 (2) thereof.

ITEM 3. Defaults Upon Senior Securities

      None.

ITEM 4. Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders on April 20, 2000. At the
meeting, the stockholders approved the proposals set forth below:

1. Proposal to elect five directors, for a term of one year each, until the next annual meeting of stockholders and until their successors are elected and qualify.

Votes Cast For Each Director

	Votes		Votes
	For		Withheld
Terry Considine		51,635,190		521,978
Peter K. Kompaniez		51,634,763		522,405
Richard S. Ellwood		51,679,497		477,671
J. Landis Martin		51,683,332		473,836
Thomas L. Rhodes		51,680,872		476,296

      There were no abstentions or Broker nonvotes.

      John D. Smith did not stand for re-election to the Board of Directors. See Item 5. Other Information.

2. Proposal to ratify the selection of Ernst & Young LLP, to serve as independent auditors for the Company for the fiscal year ending December 31, 2000:

Votes For	Votes Against		Abstentions		Broker Non Votes
51,773,571		37,114		346,483		0

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ITEM 5. Other Information

      On June 5, 2000 AIMCO announced the election of James N. Bailey to the AIMCO Board of Directors. Mr. Bailey is co-founder of Cambridge Associates, LLC. He received his BA degree magna cum laude from Harvard University in 1969, after which he enrolled in the first class of Harvard Business and Harvard Law Schools’ joint program. There in 1973 he received his MBA and JD degrees from Harvard Business School and Harvard Law School, respectively. Upon graduation, Mr. Bailey, along with co-founder Hunter Lewis formed Cambridge Associates to provide investment and financial planning to nonprofit, endowed institutions. Harvard became Cambridge Associates’ first client in July of 1973 when Harvard’s new Treasurer, George Putnam, Jr. hired Cambridge to conduct a comprehensive study of endowment practices that led to the creation of the Harvard Management Company, Inc. Cambridge Associates has developed into a premier investment consulting firm for nonprofit institutions and wealthy family groups.

      Mr. Bailey is also co-founder, Treasurer and Director of The Plymouth Rock Company, Direct Response Corporation, and Homeowner’s Direct Corporation, all U.S. personal lines insurance companies. In addition, he serves as a Trustee and member of the Investment Committee of the New England Aquarium. He has also been a member of a number of Harvard University alumni affairs committees, including the Overseers Nominating Committee and The Harvard Endowment Committee. He is also a member of the Massachusetts Bar and the American Bar Associations.

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Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits. The following exhibits are filed with this report (1):

Exhibit
Number	Description
2.1	Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers
3.1	Charter (Exhibit 3.1 to AIMCO’s Annual Report on Form 10-K for the fiscal year 1999 is incorporated herein by this reference)
3.2	Bylaws (Exhibit 3.2 to AIMCO’s Annual Report on Form 10-K for the fiscal year 1999 is incorporated herein by this reference)
10.1	Thirteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 7, 2000
27.1	Financial Data Schedule
99.1	Agreement re: disclosure of long-term debt instruments

(1) Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

      (b) Reports on Form 8-K for the quarter ended June 30, 2000:

      During the quarter for which this report is filed, Apartment Investment and Management Company filed its Current Report on Form 8-K, dated June 28, 2000, relating to the acquisition by AIMCO and AIMCO Properties, L.P. of interests in 166 apartment communities from affiliates of Oxford Realty Financial Group.

30

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

SIGNATURES

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

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

By: /s/ PAUL J. McAULIFFE           
Paul J. McAuliffe
Executive Vice President,
Chief Financial Officer
(duly authorized officer and
principal financial officer)

By: /s/ THOMAS C. NOVOSEL           
Thomas C. Novosel
Senior Vice President,
Chief Accounting Officer

Date: August 14, 2000

31

EXHIBIT INDEX(1)

Exhibit
Number	Description
2.1	Acquisition Agreement, dated as of June 28, 2000, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., NHP Management Company and AIMCO/NHP Properties, Inc., as Buyers, and Leo E. Zickler, Francis P. Lavin, Robert B. Downing, Mark E. Schifrin, Marc B. Abrams, and Richard R. Singleton, as Sellers
3.1	Charter (Exhibit 3.1 to AIMCO’s Annual Report on Form 10-K for the fiscal year 1999 is incorporated herein by this reference)
3.2	Bylaws (Exhibit 3.2 to AIMCO’s Annual Report on Form 10-K for the fiscal year 1999 is incorporated herein by this reference)
10.1	Thirteenth Amendment to the Third Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of August 7, 2000
27.1	Financial Data Schedule
99.1	Agreement re: disclosure of long-term debt instruments

(1) Schedule and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

EX-2.1

   1

                                                                     EXHIBIT 2.1

                              ACQUISITION AGREEMENT
                                   dated as of
                                  JUNE 28, 2000
                                  by and among
                  APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
                             AIMCO PROPERTIES, L.P.,
                             NHP Management company
                                       and
                           AIMCO/NHP PROPERTIES, INC.,
                                   as Buyers,
                                       and
                                 LEO E. ZICKLER,
                                FRANCIS P. LAVIN,
                               ROBERT B. DOWNING,
                                MARK E. SCHIFRIN,
                                 MARC B. ABRAMS,
                                       and
                              RICHARD R. SINGLETON,
                                   as Sellers


   2

                                Table of Contents




                                                                                                                Page
                                                                                                                ----


                                                                                                              
ARTICLE I. DEFINITIONS............................................................................................1

1.1.     Definitions..............................................................................................1

ARTICLE II. CONTRIBUTION, PURCHASE AND SALE OF ASSETS............................................................17

2.1.     Contribution, Purchase and Sale of Assets...............................................................17
2.2.     Consideration; Assumption of Liabilities; Sale and Contributions........................................18
2.3.     Purchase Price Adjustments..............................................................................19
2.4.     Warrants................................................................................................22
2.5.     Deposit.................................................................................................22
2.6.     Escrow..................................................................................................23

ARTICLE III. PRE-CLOSING REORGANIZATIONS.........................................................................24

3.1.     Restructurings..........................................................................................24

ARTICLE IV. CLOSING..............................................................................................24

4.1.     Closing.................................................................................................24
4.2.     [INTENTIONALLY OMITTED].................................................................................27
4.3.     Conventional Portfolio..................................................................................27
4.4.     Deliveries by Sellers at the Closing....................................................................28
4.5.     Deliveries by Buyers at the Closing.....................................................................31
4.6.     No Duplicative Deliveries...............................................................................34

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER GROUP........................................................34

5.1.     Organization and Qualification..........................................................................35
5.2.     HUD Properties..........................................................................................35
5.3.     Financial Statements and Cash Flows.....................................................................36
5.4.     Organizational Documents................................................................................36
5.5.     Litigation..............................................................................................36
5.6.     Absence of Undisclosed Liabilities......................................................................37
5.7.     Absence of Changes......................................................................................37
5.8.     Benefit Plans and Employee Matters......................................................................37
5.9.     Properties..............................................................................................38
5.10.    Personal Property; Leases...............................................................................38


   3

                                Table of Contents
                                   (continued)




                                                                                                                Page
                                                                                                                ----

                                                                                                             
5.11.    Fee Agreements..........................................................................................39
5.12.    Compliance with Law; Licenses, Permits and Approvals....................................................39
5.13.    Insurance...............................................................................................39
5.14.    No Investment Company...................................................................................40
5.15.    Intercompany Liabilities................................................................................40
5.16.    Environmental...........................................................................................40
5.17.    Tax Representations and Warranties as to the Companies..................................................41
5.18.    Reports and Financial Statements........................................................................43
5.19.    Books and Records.......................................................................................44
5.20.    Consents and Approvals; No Violation....................................................................44
5.21.    Brokers and Financial Advisors..........................................................................44
5.22.    Transactions with Affiliates............................................................................44

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF EACH SELLER........................................................44

6.1.     Ownership Interests.....................................................................................45
6.2.     Investment Representations..............................................................................46

ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF BUYERS............................................................47

7.1.     Organization and Qualification..........................................................................48
7.2.     Authority Relative to this Agreement....................................................................48
7.3.     Consents and Approvals; No Violation....................................................................49
7.4.     Litigation..............................................................................................49
7.5.     Organizational Documents................................................................................49
7.6.     OP Units; Amended and Restated Warrants.................................................................50
7.7.     Reports, Financial Statements and Private Placement Memorandum..........................................50
7.8.     Investment Company Status...............................................................................50
7.9.     Partnership Status......................................................................................50
7.10.    Financial Capability....................................................................................50
7.11.    Due Diligence...........................................................................................51
7.12.    Property Information....................................................................................51
7.13.    Brokers and Financial Advisors..........................................................................51
7.14.    "Blue Sky" Permits......................................................................................51
7.15.    Net Worth...............................................................................................51


   4

                                Table of Contents
                                   (continued)





                                                                                                                Page
                                                                                                                ----


                                                                                                             
ARTICLE VIII. COVENANTS..........................................................................................51

8.1.     Notification of Certain Matters.........................................................................51
8.2.     Consents and Approvals..................................................................................51
8.3.     Conduct of Business Pending the Closing.................................................................52
8.4.     Sale of Acquired Assets.................................................................................53
8.5.     Access and Investigation................................................................................53
8.6.     No Negotiations with Third Parties......................................................................53
8.7.     Public Announcements....................................................................................54
8.8.     Insurance...............................................................................................54
8.9.     Employees...............................................................................................54
8.10.    Transaction Costs.......................................................................................55
8.11.    Payments to Financial Advisors..........................................................................55
8.12.    Correspondence with Limited Partners....................................................................55
8.13.    Post-Closing Access.....................................................................................55
8.14.    No Endorsements.........................................................................................56
8.15.    Offer Documents.........................................................................................56
8.16.    Lease Document..........................................................................................56
8.17.    Performance of Obligations..............................................................................56
8.18.    Further Assurances......................................................................................57

ARTICLE IX. CONDITIONS TO CLOSING................................................................................57

9.1.     Conditions to Each Party's Obligation to Effect the Closing.............................................57
9.2.     Conditions to Obligations of Buyers to Effect the Closing...............................................57
9.3.     Conditions to Obligations of Sellers to Effect the Closing..............................................58

ARTICLE X. TERMINATION, WAIVER AND AMENDMENT.....................................................................59

10.1.    Termination.............................................................................................59
10.2.    Effect of Termination...................................................................................60
10.3.    Failure to Close........................................................................................60
10.4.    Extension of Time, Waiver, Etc..........................................................................61

ARTICLE XI. SELLER LIABILITY LIMITS..............................................................................62

11.1.    Limitation on Liability.................................................................................62





   5

                                                                                                             
11.3.    No Reliance.............................................................................................65
11.4.    Survival of Representations and Warranties; Reliance by Buyers..........................................65
11.5.    Attachments; Exhibits; Schedules........................................................................66

ARTICLE XII.  MISCELLANEOUS PROVISIONS...........................................................................66

12.1.    Governing Law...........................................................................................66
12.2.    Entire Agreement........................................................................................66
12.3.    Modification; Waiver....................................................................................66
12.4.    Notices.................................................................................................66
12.5.    Expenses................................................................................................68
12.6.    Assignment..............................................................................................68
12.7.    Survival of Covenants...................................................................................68
12.8.    Intentionally Omitted...................................................................................68
12.9.    Successors and Assigns..................................................................................68
12.10.   Counterparts............................................................................................68
12.11.   Headings................................................................................................68
12.12.   Disclosure Memorandum...................................................................................68
12.13.   Time of Essence.........................................................................................68
12.14.   Construction............................................................................................69
12.15.   Exhibits................................................................................................69
12.16.   Attorneys' Fees.........................................................................................69
12.17.   Seller's Knowledge......................................................................................69
12.18.   Jurisdiction and Venue..................................................................................69
12.19.   No Third Party Beneficiaries............................................................................69
12.20.   Escrow Agent............................................................................................69
12.21.   JURY TRIAL WAIVER.......................................................................................70







   6





                                                                                                               Page
                                                                                                               ----
                                                     EXHIBITS

                                                                                                       
EXHIBIT 2.1       Acquired Assets..................................................................................
EXHIBIT A         Acknowledgment and Acceptance of Admission of
                  Limited Partner...............................................................................A-1
EXHIBIT B         Assignment and Assumption of Corporate Debt ..................................................B-1
EXHIBIT C         Form of Assignment of Derivative Security.....................................................C-1
EXHIBIT C-1       Form of Assignment and Assumption of Fee Agreements..........................................C1-1

EXHIBIT D         Form of Assignment of Partnership Interests, Membership
                  Interests, Stock Interests, and Withdrawal of Partner, Member and
                  Shareholder...................................................................................D-1
EXHIBIT E         Form of Assignment and Assumption of Zickler Property Loans
                  and Zickler Subordinated Note.................................................................E-1
EXHIBIT F         Intentionally Omitted.........................................................................F-1
EXHIBIT G         Form of Assignment of Trademarks..............................................................G-1
EXHIBIT H         Form of Assignment and Assumption of Zickler Loans............................................H-1
EXHIBIT I         Form of Buyers' Release of Sellers............................................................I-1
EXHIBIT J         Intentionally Omitted.........................................................................J-1
EXHIBIT K         Form of Consulting Agreement..................................................................K-1
EXHIBIT L         Form of Co-Sale Agreements....................................................................L-1
EXHIBIT M         Intentionally Omitted.........................................................................M-1
EXHIBIT N         Intentionally Omitted.........................................................................N-1
EXHIBIT O         Form of Holdback Security Agreement...........................................................O-1
EXHIBIT P         Form of ILPI and BAC Agreement................................................................P-1
EXHIBIT Q         Form of License Agreement (FF&E)..............................................................Q-1
EXHIBIT R         Form of Transitional Trademark License Agreement (Oxford).....................................R-1
EXHIBIT S         Form of Option Sale Agreement ................................................................S-1
EXHIBIT T         Form of Sellers' Release of Oxford Entities...................................................T-1
EXHIBIT T-1       Form of Oxford Entities' Release of Sellers .................................................T1-1
EXHIBIT U         Form of Registration Rights Agreement.........................................................U-1
EXHIBIT V         Form of Amended and Restated Warrant Agreement................................................V-1
EXHIBIT W         Form of SLP Offer Agreement...................................................................W-1
EXHIBIT X         Form of Sellers' Release of Buyers............................................................X-1
EXHIBIT Y         Form of Tax Matters Agreement.................................................................Y-1
EXHIBIT Z         Form of FIRPTA Certificates...................................................................Z-1
EXHIBIT AA        Form of Directors and Officer Resignations...................................................AA-1
EXHIBIT BB        Form of Press Release........................................................................BB-1
EXHIBIT CC        Form of Fee Schedule for Escrow Agent........................................................CC-1


                                        1

   7




                          INDEX OF DISCLOSURE SCHEDULES




SCHEDULE NO.                         SCHEDULE NAME
- ------------                         -------------

                                  
Disclosure Schedule 1.1              OAMCO General Partners

Disclosure Schedule 2.1              Allocation of Purchase Price

Disclosure Schedule                  Excluded Oxford Assets
Definition 1

Disclosure Schedule                  Excluded Seller Assets
Definition 2

Disclosure Schedule 2.2(c)           Assumed Liabilities (two categories "subject to" and
                                     "assumed" liabilities)

Disclosure Schedule 2.3(a)           Proforma Schedule of Net Cash Flows for the Year 2000

Disclosure Schedule 2.3(c)           Cash Balance Methodology

Disclosure Schedule 2.3(e)           Purchase Price Per Diem Allocations

Disclosure Schedule 3.1              Restructuring of and Organizations on or before Closing

Disclosure Schedule 3.3              Dissolution of Certain Oxford Entities

Disclosure Schedule 4.3              Required Consents of Lenders

Disclosure Schedule 5.1(b)           States of Incorporation, Formation or Organization of the
                                     General Partners

Disclosure Schedule 5.1(c)           States of Formation of the Property-Owning Entities,
                                     Investment Tier Partnerships, OPR and OTEF

Disclosure Schedule 5.2(a)           HUD/State Agency Real Properties and Leasehold Interests

Disclosure Schedule 5.2(b)           HUD Previous Participation Issues

Disclosure Schedule 5.3              List of Financial Statements provided to Buyers

Disclosure Schedule 5.4              Organizational Structure Charts

Disclosure Schedule 5.5              Litigation and Tax Audits

Disclosure Schedule 5.5(a)           Persons having Ownership Interests in the General Partners
                                     of Property-Owning Entities

Disclosure Schedule 5.7              Changes in Financial Statements

Disclosure Schedule 5.8(a)           Liabilities under Benefit Plans to Current Employees

Disclosure Schedule 5.8(b)           Employee/Labor Matters

Disclosure Schedule 5.9(a)           List of all properties; street addresses and owners (including
                                     third party rights of first refusal and ground leases)

Disclosure Schedule 5.9(b)           Violations of Laws at the Properties

Disclosure Schedule 5.9(c)           Properties being considered for refinance or sale

Disclosure Schedule 5.9(d)           Uncured Monetary Defaults

Disclosure Schedule 5.10             Leases and Liens on Personal Property

Disclosure Schedule 5.11             List of Fee Agreements

Disclosure Schedule 5.12             Licenses, Permits and Approvals and any violations of law
                                     of Oxford Entities

Disclosure Schedule 5.13(a)          Insurance Policies

Disclosure Schedule 5.13(b)          Insurance Losses and payments made since January 1, 1999



                                        2

   8


                                  
Disclosure Schedule 5.15             Intercompany Liabilities (Company to Company)

Disclosure Schedule 5.16             Environmental Reports

Disclosure Schedule 5.16(a)          Environmental (Non-Compliance)

Disclosure Schedule 5.16(b)          Environmental (Claims)

Disclosure Schedule 5.16(c)          Environmental (Locations of Properties storing or disposing
                                     of Materials of Environmental Concern; underground tanks;
                                     asbestos)

Disclosure Schedule 5.16(d)          Environmental (Permits)

Disclosure Schedule 5.16(f)          All Properties owned, leased or operated by Oxford Entities
                                     since 1990

Disclosure Schedule 5.17             Exceptions to Tax Representations

Disclosure Schedule 5.17(j)(i)       List of Entities treated as Partnerships for tax
                                     purposes

Schedule 5.17(j)(ii)                 List of Entities treated as S-Corporations for tax
                                     purposes

Disclosure Schedule                  List of Entities treated as Corporations for tax purposes
5.17(j)(iii)

Disclosure Schedule 5.17(n)          Fair Market Value of Unlimited Tax Lock Out Properties
                                     and Limited Tax Lock Out Properties

Disclosure Schedule 5.20             Required HUD 2530 Approvals

Disclosure Schedule 5.21             Seller's Broker

Disclosure Schedule 5.22             Indebtedness Owed by any Oxford Entity to any of Sellers or
                                     Sellers' Affiliates (and Sellers to Oxford Entities) (including
                                     obligators, principal amount outstanding and accrued but
                                     unpaid interest as of the Effective Date

Disclosure Schedule 6.1(b)           Liens and Security Interests on Acquired Assets

Disclosure Schedule 7.3              Required Buyer Consents

Disclosure Schedule 7.13             Buyer's Broker

Disclosure Schedule 11.1             Sellers' Ratable Percentages and Maximum Liability Cap

Disclosure Schedule                  Indemnification Agreements
Definition 3

Disclosure Schedule                  List of Zickler Property Loans
Definition 5







                                        3

   9

                              ACQUISITION AGREEMENT

         THIS ACQUISITION AGREEMENT, executed and effective as of June 28, 2000
(the "Effective Date"), 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"), Leo E. Zickler, an individual ("Zickler"), Francis P. Lavin, an
individual ("Lavin"), Robert B. Downing, an individual ("Downing"), Mark E.
Schifrin, an individual ("Schifrin"), Marc B. Abrams, an individual ("Abrams"),
and Richard R. Singleton, an individual ("Singleton", and, together with
Zickler, Lavin, Downing, Schifrin and Abrams, the "Sellers")(the "Agreement").

         WHEREAS, Sellers desire to sell and/or contribute their respective
interests in the Acquired Assets (as hereinafter defined) to Buyers in exchange
for cash, units of limited partnership interest in AIMCO OP ("OP Units"), and/or
shares of AIMCO Stock (as hereinafter defined), and Buyers desire to accept such
interests in exchange for such consideration; and

         WHEREAS, the parties hereto agree that each and every provision
incorporated in this Agreement has been a material inducement for Buyers and
Sellers entering into the transaction contemplated by this Agreement, including,
without limitation the representations and warranties and the indemnifications
of Buyers and Sellers.

         NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein 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 parties hereby agree as follows:


                                   ARTICLE I.
                                   DEFINITIONS

     1.1. Definitions. The capitalized terms used in this Agreement and not
otherwise defined herein shall have the following meanings (unless the context
otherwise requires, such capitalized terms shall include the singular and plural
and the conjunctive and disjunctive forms of the terms defined):

          "Accredited Investor" shall have the meaning ascribed thereto in
Regulation D of the Rules and Regulations promulgated under the Securities Act.

          "Acknowledgment" shall mean an Acknowledgment and Acceptance of
Admission of Limited Partner, substantially in the form of Exhibit A.


                                       1

   10




          "Acquired Assets" shall mean, without duplication, the assets set
forth on Exhibit 2.1, subject to adjustment and/or exclusion as provided by the
terms of this Agreement.

          "Acquired Business" shall mean, (i) the Acquired Assets and (ii) the
Assumed Liabilities.

          "Actual AIMCO Market Price" shall mean, as of any Determination Date,
the average of the high and low reported sale prices (regular way) of AIMCO
Stock on the New York Stock Exchange on each of twenty (20) consecutive full
trading days ending on the fifth (5th) full trading day prior to the
Determination Date.

          "ADA" shall mean the Americans with Disabilities Act of 1990.

          "Affiliate" shall mean, with respect to any Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such Person within the meaning of
SEC Rule 144(a)(1).

          "Agreed Representations and Warranties" shall have the meaning set
forth in Section 11.2.

          "AIMCO Market Price" shall mean, as of any Determination Date, (i) the
average of the high and low reported sale prices (regular way) of AIMCO Stock on
the New York Stock Exchange on each of twenty (20) consecutive full trading days
ending on the fifth (5th) full trading day prior to the Determination Date, (ii)
$40 per share if the average determined pursuant to clause (i) is less than $40
per share or (iii) $45 per share if the average determined pursuant to clause
(i) is greater than $45 per share.

          "AIMCO/SEC Reports" shall have the meaning set forth in Section 7.7.

          "AIMCO Stock" shall mean shares of Class A Common Stock, par value
$.01 per share, of AIMCO.

          "Amended and Restated Warrant Agreement" shall mean a warrant
agreement in the form of Exhibit V.

          "Applicable Sellers' Cap" shall have the meaning set forth in Section
11.1(c).

          "Approvals" shall have the meaning set forth in Section 5.12.

          "Assignment and Assumption of Corporate Debt" shall mean an Assignment
and Assumption of Corporate Debt, substantially in the form of Exhibit B.




                                       2
   11




          "Assignment and Assumption of Derivative Security" shall mean an
Assignment and Assumption of Derivative Security, substantially in the form of
Exhibit C.

          "Assignment and Assumption of Fee Agreements" shall mean an Assignment
and Assumption of Fee Agreements, substantially in the form of Exhibit C-1.

          "Assignment and Assumption of Partnership Interest" shall mean an
Assignment and Assumption of Partnership Interest, substantially in the form of
Exhibit D.

          "Assignment and Assumption of Zickler Property Loans and Zickler
Subordinated Note" shall mean an Assignment and Assumption of Zickler Property
Loans and Zickler Subordinated Note, substantially in the form of Exhibit E.

          "Assignment of Cash Accounts" shall mean an Assignment of Cash
Accounts, substantially in the form of Exhibit F, which shall include all of
Sellers' right, title and interest in and to the Cash Accounts, including
without limitation the OTEF Escrows.

          "Assignment of Trademarks" shall mean the Assignment of Trademarks,
substantially in the form of Exhibit G.

          "Assignment and Assumption of Zickler Loans" shall mean the Assignment
and Assumption of Zickler Loans substantially in the form of Exhibit H.

          "Assumed Liabilities" shall mean the liabilities, instruments and
agreements set forth or described on Disclosure Schedule 2.2(c).

          "Audit" shall mean any audit, assessment of Taxes, other examination
by any Tax Authority, proceeding or appeal of such proceeding relating to Taxes.

          "Benefit Plans" shall mean all Employee Pension Benefit Plans, all
Employee Welfare Benefit Plans, all stock bonus, stock ownership, stock option,
stock purchase, stock appreciation rights, phantom stock, and other stock plans
(whether qualified or non-qualified), and all other pension, welfare, severance,
retirement, bonus, deferred compensation, incentive compensation, insurance
(whether life, accident and health, or other and whether key man, group, workers
compensation, or other), profit sharing, disability, thrift, day care, legal
services, leave of absence, layoff, and supplemental or excess benefit plans,
and all other benefit contracts, arrangements, or procedures having the effect
of a plan, in each case, existing on or before the Closing Date, under which any
of Sellers or the Companies is or may hereafter become obligated in any manner
(including without limitation obligations to make contributions or other
payments).

          "Business Day" shall mean a day other than Saturday, Sunday, or any
day on which the principal commercial banks located in New York or Maryland are
authorized or obligated to close under the laws of the State of New York or
Maryland.



                                       3
   12

          "Buyers' Representatives" shall mean officers, directors and persons
exercising control over the Buyers.

          "Buyers' Release of Sellers" shall mean a release agreement in the
form attached hereto as Exhibit I.

          "Buyers' Securities" shall mean AIMCO Stock and/or OP Units or such
combination thereof as may be specified by Sellers pursuant to the terms of this
Agreement.

          "Buyers' Transaction Costs" shall mean (i) the fees and expenses
payable to Skadden, Arps, Slate, Meagher & Flom LLP and any other counsel of
Buyers for legal services rendered to Buyers in connection with the transactions
contemplated hereby, (ii) the fees and expenses of Arthur Andersen LLP and Ernst
& Young in connection with Buyers' financial review of the Acquired Business and
any other matter on behalf of Buyers in connection with the transactions
contemplated hereby; (iii) all fees, costs, expenses and charges incurred in
connection with obtaining the HUD Approvals to the extent provided for in this
Agreement, (iv) one-half of any and all transfer and recordation taxes and/or
fees due and payable in connection with the transactions contemplated by this
Agreement, (v) all other costs and expenses incurred by Buyers in connection
with the transactions contemplated hereby, including without limitation, the
Holdback Security Agreement, and (vi) the fees and expenses of Merrill Lynch &
Company payable in connection with the transactions contemplated hereby,
pursuant to that certain letter agreement, dated November 18, 1999.

          "Cash Accounts" means all cash accounts or escrows associated with the
operations or financing of the Property-Owning Entities that are maintained by
or for the benefit of the Property-Owning Entities or their lenders or
servicers, including without limitation any accounts that contain debt service
reserves or serve as additional collateral for indebtedness of the Property-
Owning Entities.

          "Change in Control" shall mean the occurrence of any of the following
events:

          (i) an acquisition (other than directly from AIMCO) of any voting
securities of AIMCO (the "Voting Securities") by any "person" (as the term
"person" is used for purposes of Section 13(d) or Section 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) immediately
after which such person has "beneficial ownership" (within the meaning of Rule
13d-3 promulgated under the Exchange Act) ("Beneficial Ownership") of 20% or
more of the combined voting power of AIMCO's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred,
Voting Securities that are acquired in a Non-Control Acquisition (as hereinafter
defined) shall not constitute an acquisition that would cause a Change in
Control. "Non-Control Acquisition" shall mean an acquisition by (A) an employee
benefit plan (or a trust forming a part thereof) maintained by (1) AIMCO or (2)
any corporation, partnership or other Person of which a majority of its voting
power or its equity securities or equity interest is owned directly or
indirectly by AIMCO or in which AIMCO serves as a general partner


                                       4
   13

or manager (a "Subsidiary"), (B) AIMCO or any Subsidiary, or (C) any Person in
connection with a Non-Control Transaction (as hereinafter defined); or

          (ii) approval by the stockholders of AIMCO of: (A) a merger,
consolidation, share exchange or reorganization involving AIMCO, unless the
stockholders of AIMCO, immediately before such merger, consolidation, share
exchange or reorganization, own, directly or indirectly immediately following
such merger, consolidation, share exchange or reorganization, at least 50% of
the combined voting power of the outstanding voting securities of the
corporation that is the successor in such merger, consolidation, share exchange
or reorganization in substantially the same proportion as their ownership of the
Voting Securities immediately before such merger, consolidation, share exchange
or reorganization (a "Non-Control Transaction"); (B) a complete liquidation or
dissolution of AIMCO; or (C) an agreement for the sale or other disposition of
all or substantially all of the assets of AIMCO to any person (other than a
transfer to a Subsidiary).

          "Changed Conditions" shall have the meaning set forth in Section
11.4(b).

          "Closing" shall mean consummation of all actions required to be
performed by all of the parties hereto pursuant to this Agreement with respect
to each of the transactions contemplated by this Agreement.

          "Closing Date" shall mean the date (or dates, as described herein) on
which the Closing occurs.

          "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.

          "Commercially reasonable efforts" or "commercially reasonable steps,"
when used with respect to any party, shall mean the reasonable efforts of a
party without the requirement that such party incur any out-of-pocket expenses
other than routine administrative costs, except to the extent expressly provided
for in this Agreement.

          "Companies" shall mean, collectively, OHC, ORFG, the General Partners,
and any direct or indirect Subsidiary of the foregoing.

          "Company Assets" shall mean, collectively, all real, personal and
intangible property owned or leased directly by any of the Companies, and (i)
not on behalf of any Property-Owning Entity, and (ii) excluding the Excluded
Assets.

          "Confidentiality Agreement" shall mean that certain Confidentiality
Agreement by and between Buyers and Sellers, dated December 2, 1997, as amended
to date.

          "Consents" shall have the meaning set forth in Section 8.2.




                                       5
   14

          "Consulting Agreement" shall mean the Consulting Agreement in the form
attached hereto as Exhibit K.

          "Contract" shall mean any indenture, deed of trust, mortgage, loan
agreement, or other material document or instrument or agreement, oral or
written, to which any of the Companies is a party or by which any of the
Companies or their assets or properties is bound, but excluding any of the
foregoing documents, instruments or agreements executed on behalf of
Property-Owning Entities, OTEF, ORP, or the Investment Tier Partnerships.

          "Contributed Assets" shall mean the Acquired Assets identified for
contribution on Exhibit 2.1.

          "Conventional Portfolio" shall mean all Properties other than HUD
Properties.

          "Co-Sale Agreement" shall mean the Co-Sale Agreement, in the form
attached hereto as Exhibit L.

          "Damages" shall mean any and all costs, damages, liabilities, fines,
fees, penalties, judgments, interest obligations, assessments, deficiencies,
losses, and expenses (including without limitation punitive, treble, or other
exemplary damages, amounts paid in settlement, interest, court costs, costs of
investigation, reasonable fees and expenses of attorneys, accountants,
actuaries, and other experts, and other reasonable expenses of litigation or of
any claim, default or assessment).

          "Deposit" shall have the meaning provided in Section 2.5.

          "Derivative Security" shall mean the rights and obligations created
pursuant to that certain Intercreditor and Collateral Agency Agreement
("Intercreditor Agreement"), dated December 10, 1993, by and among ML Oxford
Finance Corp., NHP-HG, Inc. and Oxford Realty Financial Group, Inc. (formerly
known as Oxford Asset Management Corporation), and that certain Second Amended
and Restated Loan Agreement, dated December 10, 1993, by and among ML Oxford
Finance Corp. and the affiliated Oxford entities identified therein.

          "Determination Date" shall mean any date specified in this Agreement
for a determination of the Actual AIMCO Market Price or the AIMCO Market Price.

          "Direct General Partnership Interests" shall mean all of Zickler's
existing general partnership interests in the Property-Owning Entities and the
Employee Partnerships, in each case owned by Zickler individually.

          "Disclosure Certificate" shall mean the certificate delivered by
Sellers to Buyers at Closing certifying that all Agreed Representations and
Warranties shall be true and correct in all material respects as of the Closing
Date.


                                       6
   15

          "Disclosure Memorandum" shall mean that memorandum delivered by
Sellers to Buyers on the date hereof containing all of the Disclosure Schedules
referenced in this Agreement.

          "Employee Partnerships" means (i) Oxford Associates '76 Limited
Partnership, Oxford Associates '77 Limited Partnership, Oxford Associates '78
Limited Partnership, Oxford Associates '79 Limited Partnership, Oxford
Associates '80 Limited Partnership, Oxford Associates '81 Limited Partnership,
Oxford Associates '82 Limited Partnership, Oxford Associates '83 Limited
Partnership, Oxford Associates '84 Limited Partnership, Oxford Associates '85
Limited Partnership, and Oxford Associates '86 Limited Partnership, (ii) Oxford
Managers I Limited Partnership, Oxford Managers II Limited Partnership, and
Oxford Managers IIIA Limited Partnership, (iii) Oxford Partners I Limited
Partnership, Oxford Partners II Limited Partnership, and Oxford Partners III
Limited Partnership, (iv) Zickler Associates Limited Partnership, (v) Oxford
Fund I Limited Partnership, (vi) Oxford Fund II Limited Partnership, (vii) OTEF
II Associates Limited Partnership, (viii) Oxford Bethesda I LP, and (ix) Oxford
Bethesda II LP.

          "Employee Pension Benefit Plan" shall mean each employee pension
benefit plan (whether or not insured), as defined in Section 3(2) of ERISA,
which is or was in existence on or before any Closing Date, and to which any of
the Oxford Entities is or would hereafter become obligated in any manner.

          "Employee Welfare Benefit Plan" shall mean each employee welfare
benefit plan (whether or not insured), as defined in Section 3(1) of ERISA,
which is or was in existence on or before any Closing Date, and to which any of
Sellers or the Oxford Entities is or would hereafter become obligated in any
manner.

          "Environmental Assessment" shall have the meaning set forth in Section
8.5(b).

          "Environmental Claim" means any claim, action, cause of action,
investigation or notice by any Person alleging potential liability (including,
without limitation, potential liability for investigatory costs, cleanup costs,
governmental response costs, natural resources damages, property damages,
personal injuries, or penalties) arising out of, based on or resulting from (a)
the presence, or release into the environment, of any Material of Environmental
Concern at any location owned by the Property-Owning Entities, or (b)
circumstances forming the basis of any violation, of any Environmental Law.

          "Environmental Laws" means all federal, state, local and laws and
regulations relating to pollution or protection of human health or the
environment (including, without limitation, ambient air, surface water, ground
water, land surface or subsurface strata), including, without limitation, laws
and regulations relating to emissions, discharges, releases or threatened
releases of Materials of Environmental Concern, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Materials of Environmental Concern.

          "Environmental Permits" shall have the meaning set forth in Section
5.16(d).


                                       7
   16

          "Environmental Reports" shall mean those environmental site assessment
reports delivered by Sellers to Buyers or their representatives, a list of which
is set forth in Disclosure Schedule 5.16.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended (including without limitation any successor act), and the rules
and regulations promulgated thereunder.

          "ERISA Affiliate" shall mean any Person under common control or a
member of a controlled group of corporations (as defined in Sections 414(b) and
(c) of the Code) with the Sellers, the Oxford Entities or any of their
subsidiaries.

          "Escrow Agent" shall mean Chicago Title Insurance Company, 1129 20th
Street, N.W., Suite 300, Washington, D.C. 20036 (Attention: Eric Taylor;
telephone number 202-466- 2266).

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Excluded Assets" shall mean collectively the Excluded Seller Assets
and the Excluded Oxford Assets.

          "Excluded Oxford Assets" shall mean the assets and all liabilities
related thereto set forth in Disclosure Schedule Definition 1.

          "Excluded Seller Assets" shall mean the assets and all liabilities
related thereto set forth in Disclosure Schedule Definition 2.

          "Fee Agreements" shall mean, without duplication, the fee agreements,
participation agreements, residual receipt notes, senior notes, incentive
management fees and other agreements that evidence the right of Sellers, OHC,
ORFG or their respective Subsidiaries to receive payments, other than as set
forth in the Organizational Documents, as set forth on Disclosure Schedule 5.11.

          "Financial Statements" shall have the meaning set forth in Section
5.3.

          "GAAP" shall mean generally accepted accounting principles,
consistently applied throughout the specified period and in the immediately
prior comparable period.

          "General Partner Interests" shall mean, all of the membership,
partnership or other ownership interests in the General Partners other than
those identified as Excluded Assets.




                                       8
   17

          "General Partner Shares" shall mean all of Sellers' respective
ownership interests in all of the General Partners.

          "General Partners" shall mean the Persons that directly own general
partnership or managing membership interests in Property-Owning Entities, all as
more particularly set forth on Disclosure Schedule 5.1(b), but shall expressly
exclude (i) any individuals, (ii) any entity owned or controlled by Persons
other than any of the Sellers or the Companies, (iii) the Direct General
Partnership Interests, (iv) ZIMCO Entities, and (v) OEC III.

          "Governmental Authority" shall mean any government or any agency,
bureau, board, commission, court, department, official, political subdivision,
tribunal or other instrumentality of any government, whether Federal, state or
local, domestic or foreign, including, without limitation, HUD and the United
States Department of Justice.

          "HAP Contract" means any existing Housing Assistance Payments Contract
applicable to a Property, between the United States of America acting through
its Secretary of Housing and Urban Development, and any Company or its
predecessor in interest, as such contract may have been amended from time to
time.

          "Holdback Security Agreement" shall mean a Holdback Security Agreement
in the form attached hereto as Exhibit O.

          "HUD" means the United States Department of Housing and Urban
Development and any applicable state housing finance agency.

          "HUD Approval" shall have the meaning set forth in Section 8.2(c).

          "HUD Condition" shall mean the condition to Closing set forth in
Section 9.1(b).

          "HUD Loan Documents" means, collectively, the promissory notes, the
mortgages, the regulatory agreements and other security documents related to the
HUD Properties to which either HUD or a state housing finance agency is a party.

          "HUD Partnerships" shall mean the Property-Owning Entities set forth
on Disclosure Schedule 5.2(a) that own HUD Properties.

          "HUD Properties" shall mean the real properties and leasehold
interests set forth on Disclosure Schedule 5.2(a).

          "ILPI and BAC Agreement" shall mean that certain ILPI and BAC
Agreement in the form attached hereto as Exhibit P.


                                       9
   18

          "Indemnification Agreement" shall mean that certain Indemnification
Agreement by and between the parties hereto to be entered into simultaneously
herewith.

          "Indemnity Agreements" shall have the meaning set forth in Disclosure
Schedule Definition 3.

          "Intercompany Liabilities" shall mean the indebtedness, notes, loan
agreements and other instruments set forth on Disclosure Schedule 5.15.

          "Investment Tier Partnerships" shall mean North Gate-Oxford Limited
Partnership, OMEGA, and Underwood-Oxford Associates Limited Partnership One.

          "IRS" shall mean the United States Internal Revenue Service or any
successor agency.

          "Laws" shall mean all laws, rules, regulations, ordinances, decrees
and orders of all applicable Federal, state, city and other Governmental
Authorities other than Environmental Laws.

          "Leases" shall mean, with respect to any Property, the leases,
licenses, tenancies and other occupancy agreements in effect at such Property.

          "License Agreement (FF&E)" shall mean the License Agreement
substantially in the form of Exhibit Q.

          "License Agreement (Oxford)" shall mean the License Agreement
substantially in the form of Exhibit R.

          "Lien" shall mean any mortgage, pledge, assessment, security interest,
lease or sublease (other than residential leases or subleases entered into by
Persons occupying all or a portion of a residential unit at any of the
Properties or commercial leases), lien, adverse claim, levy, charge, option,
rights of others or restrictions (whether on voting, sale, transfer, disposition
or otherwise) or other encumbrance of any kind, whether imposed by agreement,
understanding, law or equity, or any conditional sale contract, title retention
contract, or other contract to give or to refrain from giving any of the
foregoing.

          "Manager" shall mean the Affiliate of Buyers that manages certain of
the Properties as of the date of this Agreement.

          "Material Adverse Effect" shall mean a material adverse effect on (i)
the validity or enforceability of this Agreement, on the ability of Sellers or
Buyers to perform their obligations under this Agreement, (ii) the case of
Buyers, their ability to perform their obligations under the Related Documents,
or (iii) in the case of Sellers, on the financial condition or gross revenues of
the Acquired Assets or the Acquired Business, taken as a whole; provided,
however, that adverse effects due to general economic or financial market
conditions and events or occurrences resulting from the


                                       10
   19

failure to obtain Consents shall not be deemed to constitute a Material Adverse
Effect for purposes of Section 10.1(c).

          "Materials of Environmental Concern" means chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum and
petroleum products, other than ordinary and reasonable quantities of such
materials that are permitted to be stored and/or used or are otherwise permitted
under applicable Environmental Laws.

          "Material Liability" shall mean with respect to any Person a liability
which involves a significant risk of substantial monetary payments (after taking
into account any indemnification to which such Person is entitled) or sanctions,
as determined by such Person in his or its reasonable discretion.

          "Maximum Article VI Liability Cap" shall mean with respect to each
Seller the amounts set forth on Disclosure Schedule 11.1.

          "Maximum Non Article VI Liability Cap" shall mean with respect to each
Seller the amounts set forth on Disclosure Schedule 11.1.

          "Non-HUD Conditions" shall have the meaning set forth in Section
4.1(b).

          "Non-Refundable Payments" shall mean the initial $500,000
non-refundable payment, together with any additional non-refundable payments
made pursuant to Section 4.1(b).

          "Notices" shall have the meaning set forth in Section 12.4.

          "OAMCO General Partners" means those limited liability companies and
limited partnerships identified on Disclosure Schedule 1.1.

          "OEC III" means Oxford Equities Corporation III, a Delaware
corporation.

          "Office Lease" shall mean that certain Office Building Lease, dated
October 14, 1993, between Bay Limited Partnership, as lessor, and Oxford Realty
Services Corp., as lessee, with respect to 26,823 square feet of space located
at 7200 Wisconsin Avenue, Suite 1110, Bethesda, MD, as the same may be amended,
modified or extended pursuant to a right to do so, or a successor lease thereto.

          "OHC" shall mean Oxford Holding Corporation, a Maryland corporation.

          "OHC Shares" shall mean all of the issued and outstanding stock of OHC
other than the stock owned by ORFG and Buyers.


                                       11
   20

          "OMEGA" shall mean Oxford Multiple Equities for Growth & Appreciation
Limited Partnership, a Maryland limited partnership.

          "Option Sale Agreement" shall mean that certain Option Sale Agreement
in the form attached hereto as Exhibit S.

          "OP Units" shall mean partnership common units of AIMCO OP.

          "Order" shall mean any order, decree, injunction, judgment, edict,
ruling, assessment, pronouncement, determination, decision, opinion, sentence,
subpoena, writ or award issued, made, entered or rendered by any court,
administrative agency or other Governmental Authority or by any arbitrator.

          "ORFG" shall mean Oxford Realty Financial Group, Inc., a Maryland
corporation.

          "ORFG Operations L.L.C." shall mean ORFG Operations, L.L.C., a
Delaware limited liability company.

          "ORFG Shares" shall mean all of the issued and outstanding stock of
ORFG other than the Class B common stock of ORFG currently held by Buyers or
their Affiliates.

          "Organizational Documents" shall mean (i) with respect to a
corporation, its certificate, charter or articles of incorporation and bylaws,
(ii) with respect to any limited liability company, its certificate of
formation, articles of organization, operating agreement and limited liability
company agreement, as applicable, (iii) with respect to any limited partnership,
its certificate of limited partnership and limited partnership agreement, (iv)
with respect to any general partnership, its partnership agreement, and (v) all
amendments to the foregoing and other similar organizational or governing
documents existing on the date hereof or amended, as contemplated by Article IV
of this Agreement.

          "ORP" shall mean Oxford Residential Properties I Limited Partnership,
a Maryland limited partnership.

          "ORP MGP" shall mean Oxford Residential Properties I Corporation, a
Maryland corporation.

          "OTEF" shall mean Oxford Tax Exempt Fund II Limited Partnership, a
Maryland limited partnership.

          "OTEF Escrow" shall mean those funds held pursuant to the Excess
Revenue Agreements entered into between OTEF, certain Property-Owning Entities
and ORFG, as servicer, which have an aggregate balance of approximately $4.4
million as of March 31, 2000.


                                       12
   21

          "OTEF MGP" shall mean Oxford Tax Exempt Fund II Corporation, a
Maryland corporation.

          "Oxford Development Loan" shall mean the Third Amended and Restated
Promissory Note (C Note), in the original principal amount of $3,000,000, dated
December 10, 1993, issued by Oxford Development Corporation, Oxford Development
Enterprises, Inc. and Oxford Management Company, Inc. (the "C Note") and the
rights and obligations created pursuant to that certain Second Amended and
Restated Loan Agreement, dated December 10, 1993, by and among ML Oxford Finance
Corp. and the affiliated Oxford Entities identified therein and all of Sellers'
right, title and interest in and to any documents related to the foregoing other
than the Derivative Security.

          "Oxford Entities" shall mean the Companies, Property-Owning Entities,
Employee Partnerships, ZIMCO Entities, OTEF, the OTEF MGP, ORP, the ORP MGP, the
Investment Tier Partnerships and OEC III.

          "Oxford Entities' Release of Sellers" shall mean a release agreement
in the form of Exhibit T-1.

          "Oxford Group Escrow Termination Agreement" shall mean all documents
as may be required to terminate the Cash Escrow Account Agreement and Income Tax
Cash Escrow Agreement, by and between certain of the Oxford Entities and certain
predecessors-in-interest to AIMCO, each dated as of December 10, 1993.

          "Oxford/SEC Reports" shall have the meaning set forth in Section 5.18.

          "Oxparc Entities" means Oxparc 1994, L.L.C., Oxparc 1995, L.L.C.,
Oxparc 1996, L.L.C., Oxparc 1997, L.L.C., Oxparc 1998, L.L.C., Oxparc 1999,
L.L.C., and Oxparc 2000, L.L.C., each a Maryland limited liability company.

          "Partnership Receivables" means any working capital or operating
deficit loans or advances, or deferred or accrued but unpaid development, asset
management, investor services or other fees due and owing by any Property-Owning
Entity to ORFG or OHC, or any of their respective subsidiaries, whether
principal or interest.

          "PCB" shall have the meaning set forth in Section 5.16(c).

          "Permitted Transfer" shall mean a transfer upon a person's death, or
during his lifetime, by gift or inter vivos trust, to or for the benefit of one
or more members of his immediate family (spouse, adult child or minor child).

          "Person" shall mean any natural person, corporation, general
partnership, limited partnership, proprietorship, trust, union, association,
court, tribunal, agency, government,


                                       13
   22

department, commission, self-regulatory organization, arbitrator, board, bureau,
instrumentality, or other entity, enterprise, authority, or business
organization.

          "Personal Property" shall mean, with respect to any Property, all
tangible personal property, equipment and supplies owned by any Property-Owning
Entity and situated at such Property and used by any Property-Owning Entity in
connection with the ownership, use, operation, maintenance or repair of its
Property.

          "PPM" shall mean AIMCO OP's Private Placement Memorandum, dated June
1, 2000, relating to the issuance of Buyers' Securities pursuant to this
Agreement.

          "Properties" shall mean the real property and leasehold interests
owned by the Property-Owning Entities.

          "Property" shall mean any one of the Properties.

          "Property-Owning Entity" or "Property-Owning Entities" shall mean the
Person or Persons, respectively, listed on Disclosure Schedule 5.9(a).

          "Purchase Price" shall mean the aggregate consideration to be paid
pursuant to Section 2.2.

          "Ratable Percentage" shall mean the percentages set forth on
Disclosure Schedule 11.1.

          "Registration Rights Agreement" shall mean the Registration Rights
Agreement, substantially in the form of Exhibit U.

          "REIT Status" shall mean, with respect to any Person, (a) the
qualification of such Person as a real estate investment trust under Sections
856 through 860 of the Code, (b) the applicability to such Person and its
shareholders of the method of taxation provided for in Sections 857 et seq. of
the Code, and (c) the qualification and taxation of such Person as a real estate
investment trust under analogous provisions of state and local law in each state
and jurisdiction in which such Person owns property, operates or conducts
business.

          "Related Documents" shall mean, collectively, all of the documents
identified as Exhibits and Disclosure Schedules to this Agreement, together with
any other document, instrument, certificate or agreement executed or delivered
at a Closing pursuant to this Agreement.

          "Representative" shall mean, with respect to any Person, any director,
officer, employee, agent, advisor, counsel, accountant, financing source or
other representative of such Person or of any Affiliate of such Person or any
Representative of any of the foregoing.


                                       14
   23

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Seller Obligations" shall mean the indebtedness, notes, loan
agreements and other instruments set forth on Disclosure Schedule 5.15 that will
be repaid, released or assumed by Buyers at Closing pursuant to Section 2.2.

          "Sellers' Affiliates" shall mean, collectively, immediate family
members of each Seller, trusts for the benefit of the foregoing, ORFG Operations
L.L.C., The Oxford Note Trust, and/or any other Person who or which is required
to deliver an Acquired Asset pursuant to the terms of this Agreement.

          "Sellers' Release of Buyers" shall mean a release agreement in the
form attached hereto as Exhibit X.

          "Sellers' Release of Oxford Entities" shall mean a release agreement
in the form attached hereto as Exhibit T.

          "Sellers' Representatives" shall mean officers, directors and persons
exercising control over the Sellers.

          "Sellers' Threshold Amount" shall have the meaning set forth in
Section 11.1(a)(i).

          "Sellers' Transaction Costs" shall mean (i) the fees and expenses
payable to Hale and Dorr LLP and any other counsel of Sellers for legal services
rendered to Sellers and the Oxford Entities in connection with the transactions
contemplated hereby, (ii) the fees and expenses payable to Sellers' outside
accountants for accounting services rendered to Sellers and the Oxford Entities
in connection with the transactions contemplated by this Agreement; (iii)
one-half of all transfer and recordation taxes and/or fees due and payable in
connection with the transactions contemplated by this Agreement, (iv) the fees,
costs, expenses and charges incurred in connection with obtaining the Consents
to the extent expressly provided for in this Agreement, including any attorneys'
fees of Lenders' counsel, and (v) all other costs and expenses incurred by
Sellers and/or the Companies in connection with the transactions contemplated by
this Agreement.

          "Shares" shall mean, collectively, the OHC Shares and the ORFG Shares.

          "SLP Offer Agreement" shall mean an SLP Offer Agreement in the form
attached hereto as Exhibit W.

          "SLP Units" shall have the meaning set forth in the SLP Offer
Agreement.

          "Subsidiary" shall mean, with respect to any Person, (i) any
corporation with respect to which such Person, directly or indirectly through
one or more subsidiaries, (a) owns more than 50% of the outstanding shares of
capital stock having generally the right to vote in the election of


                                       15
   24

directors or (b) has the power, under ordinary circumstances, to elect, or to
direct the election of, a majority of the board of directors of such
corporation, (ii) any partnership with respect to which (a) such Person or a
subsidiary of such Person is a general partner, (b) such Person and its
subsidiaries together own more than 50% of the interests therein, or (c) such
Person and its subsidiaries have the right to appoint or elect or direct the
appointment or election of a majority of the directors or other Person or body
responsible for the governance or management thereof, (iii) any limited
liability company with respect to which (a) such Person or a subsidiary of such
Person is the manager or managing member, or (b) such Person and its
subsidiaries together own more than 50% of the interests therein, or (c) such
Person and its subsidiaries have the right to appoint or elect or direct the
appointment or election of a majority of the directors or other Person or body
responsible for the governance or management thereof, or (iv) any other entity
in which such Person and/or one or more of its subsidiaries, directly or
indirectly, (a) have at least a 50% ownership interest or (b) has the power to
appoint or elect or direct the appointment or election of a majority of the
directors or other Person or body responsible for the governance or management
thereof; provided however, that, notwithstanding any provision to the contrary,
the Property-Owning Entities, ORP, OTEF, the Investment Tier Partnerships and
the Employee Partnerships shall not be deemed to be a subsidiary of any other
Person.

          "Tax" or "Taxes" shall mean all Federal, state and local taxes and
other assessments and governmental charges of a similar nature (whether imposed
directly or through withholdings), including any interest, penalties and
additions to Tax applicable thereto.

          "Tax Authority" shall mean the Internal Revenue Service and any other
domestic Governmental Authority responsible for the administration of any Taxes.

          "Tax Matters Agreement" shall mean that certain Tax Matters Agreement
in the form attached hereto as Exhibit Y.

          "Tentative HUD Approval Date" shall mean the 90th day following the
Effective Date, unless Buyers and Sellers have not agreed upon a pre-closing
restructuring relating to the HUD Matters (including related modifications to
Disclosure Schedule 2.1 and Exhibit 2.1, if necessary) within ten days following
the Effective Date, in which event "Tentative HUD Approval Date" shall mean the
100th day following the Effective Date.

          "Zickler Assets" shall mean the Direct General Partnership Interests,
OEC III, the Zickler Loans, Zickler Property Loans, Zickler Subordinated Loan
and the ZIMCO Entities.

          "Zickler Loans" shall mean (i) the NonNegotiable Promissory Note in
the original principal amount of $5,043,471.74, dated March 31, 1986, made by
Oxford Development Corporation to Zickler, which has an outstanding principal
balance of approximately $4,757,221.73 as of the date hereof, (ii) the
NonNegotiable Promissory Note in the original principal amount of $2,193,378,
dated December 30, 1986, made by Oxford Development Corporation to Zickler,
which has an outstanding principal balance of approximately $2,193,378 as of the
date hereof, (iii) the


                                       16
   25

Master Promissory Note in the original principal amount of $9,000,000, dated May
26, 1988, made by Oxford Development Corporation to Zickler, which has an
outstanding principal balance of approximately $2,202,898.32 as of the date
hereof, and (iv) the Master Promissory note in the original principal amount of
$8,500,000, dated October 10, 1988, made by Oxford Development Corporation to
Zickler, which has an outstanding principal balance of approximately $830,173.27
as of the date hereof.

          "Zickler Property Loans" shall mean those loans identified on
Disclosure Schedule Definition 5.

          "Zickler Subordinated Loan" shall mean that certain Promissory Note in
the original principal amount of $5,825,000, dated October 5, 1989, made by
certain OHC subsidiaries to Zickler, which has an outstanding principal balance
of approximately $4,925,000, as of the date hereof.

          "ZIMCO Entities" shall mean those limited liability companies which
are wholly- owned, directly or indirectly, by Zickler, which companies own
direct or indirect interests in any of the Property-Owning Entities, and which
limited liability companies with the name, "ZIMCO" and a number, and any
Subchapter S corporations that are members of such limited liability companies
are set forth on Exhibit 2.1.

                                   ARTICLE II.
                    CONTRIBUTION, PURCHASE AND SALE OF ASSETS

     2.1. Contribution, Purchase and Sale of Assets. Upon the terms and subject
to the conditions set forth herein, at the Closing, Sellers shall and shall
cause the Sellers' Affiliates to contribute, sell, convey, assign, transfer and
deliver to Buyers, and Buyers shall accept, purchase and acquire from Sellers,
the Acquired Assets as to which all conditions to Closing have been satisfied
(or waived by the party entitled to benefit therefrom), in each case free and
clear of all Liens and encumbrances, other than the Assumed Liabilities, as
follows:

          (a) Sellers shall, and shall cause any applicable Sellers' Affiliate
to, sell to Buyers or Buyers' Affiliates or designees all of the Acquired Assets
subject to such Closing that are identified on Exhibit 2.1 as being sold for
cash (provided, however, that at the sole option of Buyers, in their discretion,
by the delivery of written notice at least five (5) business days prior to
Closing, Zickler shall sell to Buyers a portion of his OHC Shares (as designated
by Buyers in such notice), Buyers shall grant Zickler a right to sell his
remaining OHC Shares to Buyers on the date that is three years and one day
following the Closing Date, and Zickler and Buyers shall enter into such other
documents, instruments or agreements as the parties shall reasonably require to
evidence the same);

          (b) Sellers shall, and shall cause any applicable Sellers' Affiliate
to, contribute to AIMCO OP all of the Acquired Assets subject to such Closing
that are identified on Exhibit 2.1


                                       17
   26

as being contributed for OP Units; provided, however, that at least five (5)
Business Days prior to Closing Sellers may elect to contribute or sell to AIMCO
for AIMCO Stock any of such Acquired Assets;

          (c) Any Acquired Assets as to which all conditions to Closing have not
been satisfied (or waived by the party entitled to benefit therefrom) shall be
deposited into escrow in accordance with the terms of the Closing Escrow
described in Section 4.1(c) below.

          (d) The actual contributions and sales contemplated hereby shall (and
shall be deemed to) occur in the following order: (i) Buyers will acquire the
stock of OAC Investment, Inc. from OAC Limited Partnership, (ii) Sellers will
sell to Buyers or Buyers' Affiliates all of the Acquired Assets subject to
Closing that are identified on Exhibit 2.1 as being sold for cash; (iii) Sellers
will contribute to AIMCO OP all of the Acquired Assets subject to Closing that
are identified on Exhibit 2.1 as being contributed for OP Units; and (iv)
Sellers will contribute to AIMCO all of the Acquired Assets subject to Closing
that are identified on Exhibit 2.1 as being contributed for AIMCO Stock.

     2.2. Consideration; Assumption of Liabilities; Sale and Contributions.
Subject to the adjustments set forth in Section 2.3, the Purchase Price shall be
Three Hundred One Million Two Hundred Twelve Thousand Four Hundred Forty and
No/100 Dollars ($301,212,440), payable at the Closing as follows:

          (a) In exchange for the contribution of the Contributed Assets, at the
Closing, Buyers shall issue Buyers' Securities to Sellers, in such type and
quantities to each Seller as is specified by Sellers in writing at least three
Business Days prior to the Closing Date, which are to be allocated to each
Contributed Asset in accordance with Disclosure Schedule 2.1 hereto, in an
aggregate amount equal to (x) Sixty Million and No/100 Dollars ($60,000,000),
divided by (y) the AIMCO Market Price, using a Determination Date as of the date
immediately preceding the Closing Date, allocated for Tax purposes among the
Contributed Assets in accordance with Disclosure Schedule 2.1.

          (b) In exchange for the sale, conveyance, assignment and transfer of
the Acquired Assets, other than the Contributed Assets, Buyers shall pay to
Sellers at Closing Two Hundred Forty One Million Two Hundred Twelve Thousand
Four Hundred Forty and No/100 Dollars ($241,212,440.00) cash, payable by wire
transfer of good and immediately available U.S. funds, to such accounts as may
be specified in writing by Sellers, allocated among such assets in accordance
with Disclosure Schedule 2.1.

          (c) At Closing, Buyers shall assume the Assumed Liabilities identified
on Section II. of Disclosure Schedule 2.2(c), and use commercially reasonable
efforts to cause the applicable lender to release Sellers from any obligations
identified on Section II.A. of Disclosure Schedule 2.2(c), and the remaining
Acquired Assets shall be transferred to Buyers subject to the remaining


                                       18
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Assumed Liabilities and Sellers shall be indemnified for such liabilities
pursuant to the Indemnification Agreement.

     2.3. Purchase Price Adjustments. The Purchase Price shall be adjusted as
follows:

          (a) The Purchase Price shall be adjusted in the manner described below
to reflect any net increase or decrease in the sum of total projected net cash
flows for calendar year 2000 of the Acquired Assets shown on Disclosure Schedule
2.3(a) (except in the case of James-Oxford Limited Partnership ("James"), in
which case the fiscal year ending May 31, 2001 shall be used in lieu of calendar
year 2000) that results from the occurrence during the period following January
1, 2000 (June 1, 2000, in the case of James) through and including the Closing
Date of any of the following events: (i) any equity restructurings, mortgage or
refinancing transaction, or payment or repayment, as the case may be, of any
Partnership Receivables, (ii) if all or any material portion of any of the
Properties is taken by condemnation or eminent domain (or is the subject of a
pending taking which has not been consummated) or if a material portion of any
Property is damaged or destroyed by earthquake, flood, landslide, fire or other
casualty which materially adversely affects the current and future operations of
such Property and for which no proceeds are payable either by the applicable
Governmental Authority or insurer, (iii) to the extent that any Acquired Asset
is not transferred to Buyers at the Closing, or (iv) without duplication and/or
except to the extent otherwise provided herein, to the extent that the Sellers
or Sellers' Affiliates amend, modify, terminate or enter into any agreements or
Organizational Documents which affect the total projected net cash flows for
calendar year 2000 of the Acquired Assets shown on Disclosure Schedule 2.3(a)
(except in the case of James, in which case the fiscal year ending May 30, 2001
shall be used in lieu of calendar year 2000). Sellers shall in good faith
propose the amount of the appropriate adjustment to the projected net cash flow
for calendar year 2000 (except in the case of James, which shall utilize a
fiscal year ending May 30, 2001) by preparing a pro forma schedule of net cash
flows for calendar year 2000 (except in the case of James, which shall utilize a
fiscal year ending June 30) similar to the schedule set forth on Disclosure
Schedule 2.3(a), and using the same methodology and assumptions used to prepare
such schedule, except that the net cash flows shall be adjusted to reflect the
occurrence of any of the events specified in clause (a) above as if they had
occurred on January 1, 2000 (June 1, 2000 in the case of James). The aggregate
increase or decrease in the sum of total projected net cash flows for calendar
year 2000 (the fiscal year ending May 31, 2001 in the case of James) shall be
multiplied by 8.6 to determine the amount of the adjustment to the Purchase
Price.

          (b) At least fifteen (15) days prior to the Closing, Sellers shall
deliver to Buyers proposed adjustments, if any, to the Purchase Price allocable
to each of the Acquired Assets identified on Disclosure Schedule 2.1 that are
required pursuant to this Section 2.3, together with reasonably detailed
supporting documentation for each such adjustment.

          (c) The Purchase Price and the cash portion payable pursuant to
Section 2.2(b) shall be increased at Closing by the cash balance of OHC and ORFG
at Closing computed in accordance with the methodology shown on Disclosure
Schedule 2.3(c), as adjusted to the actual date of Closing as follows: (i)
reduced to reflect (aa) payments or reserves for accrued but unpaid


                                       19
   28

operating expenses (other than Taxes) through and including the Closing Date,
(bb) all Tax liabilities of such entities attributable to income, gain or loss
recognized through the Closing Date for federal, state and/or local income tax
purposes in excess of available tax attributes (net of any estimated tax
payments by such entities) determined as if the taxable year of such entity
ended on the Closing Date, and (ii) increased by accrued but unpaid revenues and
receipts due Sellers and Sellers' Affiliates through and including the Closing
Date.

          (d) The Purchase Price and the cash portion payable pursuant to
Section 2.2(b) shall be increased at Closing by the account balance on the date
hereof of the NHP PMI Inc. for Oxford Group Cash Escrow maintained at Fleet
Bank, Boston, Massachusetts, Account # 936428- 7162, which has a balance of
approximately $515,000 as of the date hereof, increased by any additional
deposits made by any of the Companies after the date hereof and any interest
earned on such amounts, decreased by any Shortfalls for the portion of calendar
year 2000 ending on the closing date, as defined in the Oxford Group Cash Escrow
Account Agreement, and the parties shall execute and deliver any and all
documents as may be required to terminate the Cash Escrow Account Agreement and
Income Tax Cash Escrow Agreement, by and between certain Oxford companies and
certain predecessors-in-interest to AIMCO, each dated as of December 10, 1993
(collectively, the "Oxford Group Escrow Termination Agreement").

          (e) The Purchase Price and the cash portion payable pursuant to
Section 2.2(b) shall be increased at Closing by a per diem amount equal to
$36,000 per day for each day that the Closing occurs subsequent to June 30,
2000; provided, however, per diem amounts attributable to those Acquired Assets
that are sold or transferred to persons or which were damaged or condemned in
whole or in part prior to the Closing and/or to those Acquired Assets which will
not be transferred at Closing (e.g., because they are subject to the Closing
Escrow Agreement or will be transferred on a subsequent Closing Date) shall be
deducted on a per Acquired Asset basis as set forth in Disclosure Schedule
2.3(e) from such total per diem purchase price adjustment amount.

          (f) Any prorations and payments shall be made on the basis of a
written closing statement approved by Buyers and Sellers. In the event any
prorations or apportionments prove to be incorrect for any reason, then any
party shall be entitled to such adjustments as may be reasonably necessary to
correct the same. Any item which cannot be finally prorated because of the
unavailability of information shall be tentatively prorated on the basis of the
best data then available and re-prorated when the information is available. The
parties hereto agree to furnish each other with such documents and other records
as shall reasonably be requested to confirm all proration calculations and other
payments due under this Section.

          (g) Any re-proration made pursuant to Section 2.3(f) shall be made, if
at all, within ninety (90) days after the Closing Date, except with respect to
Taxes which shall be re- prorated within thirty (30) days after the information
necessary to perform such re-proration is available.


                                       20
   29

          (h) If, on or after the date hereof, a Property-Owning Entity, or one
of the Companies on behalf of a Property-Owning Entity, enters into an agreement
with a third party service provider for cable television, telephone, laundry or
internet services which is not terminable upon not more than 180 days' prior
written notice, then Buyers shall receive a credit at Closing against the cash
portion of the Purchase Price in an amount equal to the Sellers' allocable share
of any up-front payment or other non-monetary consideration (e.g., warrants or
options issued by the vendor) which they receive from third party service
providers.

          (i) In the event a Property is sold or refinanced by a Property-Owning
Entity subsequent to the date hereof and prior to Closing, Buyers shall receive
a credit at Closing against the cash portion of the Purchase Price in an amount
equal to any net proceeds received by Sellers, Sellers' Affiliates, ORFG and/or
OHC from such sale or refinancing.

          (j) The cash portion of the Purchase Price shall be reduced, without
duplication for any such amounts otherwise adjusted under this Section 2.3, by
the amount of any dividend or distribution paid to or received by a Seller or
Seller's Affiliate attributable to any Acquired Asset and relating to or arising
from recurring operations that occur after January 1, 2000 (or May 30, 2000 in
the case of James) provided, however, that such reduction shall not apply to
dividends or distributions of Excluded Assets. Sellers shall, at the Closing,
provide Buyers with a certification of the amount of any such dividends or
distributions.

          (k) Sellers shall in good faith determine the amount of the
adjustments set forth above and shall provide Buyers with a written notice of
adjustment, together with a reasonably detailed calculation of such amounts, at
least fifteen (15) days before the Closing Date. Buyers shall, at Buyers'
expense, have the right to audit the adjustments proposed by Sellers and to
inspect the books and records of each of the Oxford Entities relating to the
same. In the event Buyers dispute the amount of the adjustment, Buyers shall,
within five (5) days of receipt of the notice of adjustment, provide to Sellers
a written notice of dispute, together with a reasonably detailed explanation of
the nature of the dispute. If, within three (3) days following Sellers' receipt
of any notice of dispute, the parties are unable to agree upon the amount of any
adjustment required pursuant to this Section, each party shall immediately
select a firm of independent certified public accountants to resolve the
discrepancy, and shall notify the other party in writing as to the identity of
the accounting firm and date of selection. Should the two accounting firms be
unable to reach agreement on the amount of the adjustment within five (5) days
following the date of their selection, they shall immediately jointly designate
a third firm of independent certified public accountants, and the adjustments to
the Purchase Price shall be the mathematical average of the amount of adjustment
determined by each of the three firms so selected. This determination shall be
final and binding upon all the parties hereto, and shall be enforceable in a
court of competent jurisdiction.

          (l) Any adjustment to the Purchase Price shall be made pro rata among
the portion of the Purchase Price that will be paid in AIMCO Stock, OP Units,
and cash pursuant to Section 2.2, except to the extent otherwise provided
herein.


                                       21
   30

          (m) Notwithstanding anything to the contrary contained herein, in the
event the Actual AIMCO Market Price, using a Determination Date as of the date
immediately preceding the Closing Date, is less than $35 per share, the Purchase
Price which Sellers shall be entitled to receive under Section 2.2 shall be
increased by an amount equal to the product of (y) the difference between $35
and the Actual AIMCO Market Price (using a Determination Date as of the date
immediately preceding the Closing Date), multiplied by (x) 1,500,000 (which
number shall be proportionally adjusted in the event that the aggregate
contribution value for the Contributed Assets is other than $60,000,000), which
amount may, at Buyers' election, be paid by wire transfer of good and
immediately available funds pursuant to Section 2.2(a) or the delivery of
additional AIMCO Shares, based upon the Actual AIMCO Market Price, using a
Determination Date as of the date immediately preceding the Closing Date.

          (n) The Purchase Price shall be adjusted in accordance with the terms
of Section 4.1(c).

     2.4. Warrants. On the Closing Date, the warrants for 500,000 shares of
AIMCO stock currently held by Sellers shall be amended and restated pursuant to
a warrant agreement in the form of the Amended and Restated Warrant Agreement.

     2.5. Deposit.

          (a) On the date hereof, Buyers shall pay to Sellers the sum of Five
Hundred Thousand and No/100 Dollars ($500,000), representing a nonrefundable
payment which will be retained by Sellers in all events; provided that this
amount will be applied toward the Purchase Price in the event a Closing occurs.
In addition, on the date hereof, Buyers shall either deposit an additional Five
Million Five Hundred Thousand and No/Dollars ($5,500,000) in cash payable by
wire transfer of good and immediately available U.S. funds (which, at Buyers'
option, may be replaced by a Letter of Credit as described in clause (c) below)
or deliver a Letter of Credit as described in clause (c) below (such amount
deposited, together with all interest accrued thereon, or Letter of Credit is
hereinafter referred to and held as the "Deposit") with or to the Escrow Agent
pursuant to the terms of this Agreement.

          (b) Escrow Agent shall hold the Deposit and make delivery of the
Deposit to the party entitled thereto under the terms of this Agreement. If the
Deposit is made by Buyers other than by Letter of Credit, Escrow Agent shall
invest the Deposit in an interest-bearing bank account or money market fund or
such other short-term, investment grade securities as Sellers and Buyers shall
jointly agree, in writing, with such agreement being provided to Escrow Agent in
writing. The taxpayer identification number of one of the Buyers shall initially
be utilized for purposes of establishing the interest-bearing escrow account for
the Deposit and such Buyer shall be allocated such interest income for income
tax purposes; provided, however, the interest earned on the Deposit shall
ultimately be reported by the party entitled to receive the Deposit in
accordance with the terms of this Agreement.


                                       22
   31

          (c) Notwithstanding anything to the contrary contained herein, in the
event that the Deposit is delivered in the form of (or replaced by) a Letter of
Credit:

               (i) Escrow Agent shall draw on the Letter of Credit on the
          Business Day immediately preceding any date on which Escrow Agent is
          required to disburse all or any portion of the Deposit pursuant to the
          terms of this Agreement.

               (ii) The amount of any Letter of Credit shall equal $5,500,000
          plus an amount equal to the interest that would accrue thereon for a
          three month period at 5% per annum and, if drawn, shall be held in
          escrow pending disbursement by Escrow Agent.

               (iii) Escrow Agent shall draw on the entire stated amount of the
          Letter of Credit on the third (3rd) Business Day prior to the
          expiration date thereof, unless on or before such date, Buyers deliver
          to Escrow Agent either (a) an extension of the Letter of Credit or (b)
          an amount of cash equal to the entire stated amount of the Letter of
          Credit.

               (iv) Buyers shall pay all costs and expenses relating to the
          Letter of Credit.

          (d) On the Closing Date, monies held as the Deposit, together with the
Non- Refundable Payments, together with deemed interest on the Non-Refundable
Payments at the rate of 5% per annum from the date of the Agreement through the
Closing Date, shall be applied to the cash portion of the Purchase Price payable
pursuant to Section 2.2(b).

     2.6. Escrow.

          (a) The parties agree that the Deposit shall be returned to Buyers or
delivered to Sellers in accordance with the provisions of Article X.

          (b) In the event any party notifies the Escrow Agent in writing that a
dispute has arisen with regard to the delivery of the Deposit, the Escrow Agent
shall deliver the Deposit only pursuant to a joint written instruction from all
of the parties. If the Escrow Agent does not receive a joint written instruction
from all of the parties regarding the Deposit within thirty (30) days after
receipt of such notice the Escrow Agent shall have the following rights: (i) the
Escrow Agent may, upon giving written notice to the parties hereto, place the
Deposit with the clerk of the court for the state in which litigation, if any,
between or among the parties hereto in connection with the Deposit is pending in
accordance with the requirements of Section 12.20 of this Agreement; (ii) the
Escrow Agent may, upon giving written notice to the parties hereto, take such
affirmative steps as the Escrow Agent may, at its option, elect in order to
terminate its duties as Escrow Agent, including placing the Deposit with a court
of competent jurisdiction, determined in accordance with Section 12.20, and
commencing an action for interpleader (the parties hereto agreeing that such
commencement of any action for interpleader shall terminate the duties of the
Escrow Agent


                                       23
   32

hereunder), the costs thereof (including reasonable attorneys' fees) (to be
borne by whichever of the parties hereto is the losing party. Upon the taking by
the Escrow Agent of either of the actions described in clause (i) or (ii) above,
the Escrow Agent shall be released of and discharged from any further
obligations.

          (c) If the Escrow Agent receives written instructions to cancel the
escrow from all of the parties, the instructions set forth above shall be deemed
canceled, the Escrow Agent shall immediately notify the other parties of its
receipt of same and the Escrow Agent shall immediately (i) release the Deposit
to Buyers; and (ii) return each of the documents to party depositing same.

          (d) The parties hereto agree that the Escrow Agent is acting solely as
escrow closing agent, and shall be liable solely for its failure to comply with
the terms of this Agreement by reason of its willful misconduct or gross
negligence. The foregoing will not limit the liability of Escrow Agent as title
insurer, if any, under the terms of any owner's or lender's policy of title
insurance which the Escrow Agent or its affiliates may issue (such liability
being in accordance with the terms of such policy).

          (e) In all events and notwithstanding anything to the contrary
contained herein, Sellers shall be entitled to retain the Non-Refundable
Payments.

                                  ARTICLE III.
                           PRE-CLOSING REORGANIZATIONS

     3.1. Restructurings. On or before the Closing Date, the reorganizations and
restructurings set forth on Disclosure Schedule 3.1 shall be effected.

                                   ARTICLE IV.
                                     CLOSING

     4.1. Closing.

          (a) Upon the terms and subject to the satisfaction (or waiver by the
party benefiting from such conditions) of all conditions to Closing set forth in
this Agreement with respect to Acquired Assets representing at least ninety-five
percent (95%) of the aggregate projected net cash flow shown on Disclosure
Schedule 2.3(a), the Closing shall take place at 10:00 a.m., Eastern Daylight
Time, on July 28, 2000, at the offices of Hale and Dorr LLP, 1455 Pennsylvania
Avenue, N.W., Washington, D.C. 20004; provided that, except as set forth in
Section 4.1(b), if all such conditions to Closing have not been or cannot be
satisfied or are not waived by such date by the party benefiting from such
conditions, (i) either party shall have the right to extend the Closing Date for
up to six, successive one-month periods by delivery of written notice to the
other party of the exercise of such right at least three business days prior to
July 28, 2000 or the end of any such


                                       24
   33

subsequent extension; (ii) the party issuing the extension notice must be
exercising commercially reasonable efforts to satisfy all conditions to Closing
in a timely manner; (iii) in the event of each one-month extension of the
Closing Date, the Closing Date shall occur on the 29th day of the immediately
following month (or the next Business Day following the 29th day of such month),
and (iv) if the Closing has not been completed for any reason whatsoever by
January 29, 2001, this Agreement shall be null and void and of no force or
effect as though it had never been executed and neither party shall have any
liability or obligation to the other party except as otherwise provided herein;
provided, however, if Closing is scheduled to occur in December 2000, Sellers
shall have the right, upon delivery of written notice to Buyers, to postpone the
Closing Date until January 29, 2001.

          (b) Notwithstanding anything to the contrary set forth in Section
4.1(a), above, in the event that at any time after the Tentative HUD Approval
Date, all conditions to Closing other than the HUD Condition (the "Non-HUD
Conditions") have been satisfied or waived by the party benefiting from such
condition, but the HUD Condition has not been satisfied, then this Agreement and
each Related Document shall be null and void and of no force or effect as though
it had never been executed, the Deposit shall be returned to Buyers, and neither
party shall have any liability or obligation to the other party except as
otherwise provided herein or in such Related Document; provided, however, in the
event that on the Tentative HUD Approval Date all of the Non-HUD Conditions have
been satisfied or waived by the party benefiting from such condition, Buyers
shall have the right to extend the Closing Date to a date after the Tentative
HUD Approval Date for up to six, successive one-month periods after the the
Tenative HUD Approval Date by delivery of (i) written notice to the Sellers of
the exercise of such right at least three business days prior to the date this
Agreement would otherwise terminate, or the end of any such subsequent
extension, and (ii) a non-refundable payment to Sellers for each such month
equal to $500,000 (each a "Non-Refundable Payment"), payable by wire transfer of
good and immediately available U.S. funds to such account as may be specified
within ten (10) days after the Effective Date by Sellers or if not so specified
by cashier's check, provided, however, that if the Tentative HUD Approval Date
is the 100th day following the Effective Date, the initial one month period
shall be decreased to a twenty (20) day period. In the event Closing shall occur
hereunder, each Non-Refundable Payment shall be applied to the cash portion of
the Purchase Price payable pursuant to Section 2.2(b). In the event Closing
shall not occur hereunder, each Non-Refundable Payment shall be retained by
Sellers. Notwithstanding anything to the contrary contained herein, Buyers shall
only have the right to extend the Closing beyond January 29, 2001 for failure to
satisfy the HUD Condition if the Non- HUD Conditions have been satisfied or
waived, with respect to Acquired Assets representing at least ninety-five
percent (95%) of the aggregate projected net cash flow shown on Disclosure
Schedule 2.3(a), on or before January 29, 2001. Notwithstanding the foregoing
provisions of this Section 4.1(b) and for purposes of this Section 4.1(b) only,
if the Seller Required Consents have been obtained or waived by Sellers, the
Buyer Required Consents shall be deemed to have been obtained or waived.

          (c) At Closing, with respect to each of the Acquired Assets for which
all conditions to Closing have not been satisfied, such Acquired Assets and each
of the closing delivery items identified in Section 4.4 and Section 4.5 relating
to such Acquired Assets shall be delivered


                                       25
   34

by Buyers and Sellers to Escrow Agent to be held in escrow (the "Closing
Escrow") pending the satisfaction of all remaining conditions to Closing with
respect thereto (provided, however, that Buyers shall be entitled to deposit OP
Units in lieu of AIMCO Stock for AIMCO Stock which would otherwise be issued to
Sellers):

               (i) Sellers shall be entitled to continue to receive their
          allocable portion of all of the net cash flow and other distributions
          attributable to Acquired Assets which are the subject of the Closing
          Escrow and which are accrued and/or relate to the period of time such
          Acquired Asset(s) are subject to the Closing Escrow;

               (ii) Sellers shall retain all voting, control and management
          rights relating to any of the Acquired Assets which are the subject of
          the Closing Escrow, as provided in Section 4.3, including without
          limitation the sole and exclusive right to sell or refinance the
          related Properties, and to determine the timing and amount of
          distributions to direct or indirect partners of the related
          Property-Owning Entities,

               (iii) Buyers shall be entitled to receive all of the income
          generated by their cash placed in escrow and/or Buyers shall be
          entitled to retain all amounts which would otherwise be distributable
          with respect to Buyers' Securities that are placed in escrow which
          would otherwise be issued to Sellers,

               (iv) With respect to any assets or interests subject to the
          Closing Agreement, for so long as any such interests or assets remain
          subject to the Closing Escrow, Buyers shall not offer to acquire or
          make any offer to acquire the interests of any of the limited
          partners, special limited partners, holders of assignee units or
          beneficial assignee interests of Property-Owning Entities, Employee
          Partnerships or the Investment Tier Partnerships, ORP or OTEF, as the
          case may be, or otherwise solicit any of the foregoing interest
          holders with respect to any transaction or proposed transaction
          involving a sale, contribution, exchange, purchase, repurchase or
          redemption, tender offer, merger, reorganization, spin-off,
          consolidation, business combination or similar type of transaction of
          such assets or interests while the same remain subject to the Closing
          Escrow,

               (v) With respect to Properties relating to any assets or
          interests subject to the Closing Escrow, for so long as such interests
          or assets remain subject to the Closing Escrow, the operational and
          accounting services provided by Manager on the date hereof will
          continue to be performed by employees of Manager who are primarily
          dedicated to such Properties as a group and, in addition, a
          senior-level officer of Manager (or Buyers or Buyers' Affiliates) will
          have primary supervisory responsibility with respect to such
          Properties,

               (vi) With respect to Properties relating to any assets or
          interests subject to the Closing Escrow, Buyers shall cause ORFG or
          another Buyer Affiliate to continue


                                       26
   35

          to perform any and all other services required by applicable
          partnership and other agreements in exchange for the fees payable
          pursuant to such agreements, including without limitation, investor
          reporting and related tax services, and

               (vii) Prior to the date or dates on which assets or interests are
          released from the Closing Escrow (each an "Escrow Release Date"), a
          determination shall be made, pursuant to the provisions of Section
          2.3, as to any appropriate adjustments to the Purchase Price allocable
          to such interests or assets as of the Escrow Release Date as if the
          Escrow Release Date were the Closing Date. Subject to the foregoing,
          on the Escrow Release Date, among other things, (a) Buyers shall
          deliver an amount equal to increase in the Purchase Price (if any) for
          the released assets and interests to Sellers (in the same proportions
          of cash and Buyers' Securities as the Purchase Price allocable to the
          assets being released), and (b) Escrow Agent shall return to Buyers
          the decrease (if any) in the Purchase Price for the released assets
          and interests (in the same proportions of cash and Buyers' Securities
          as the Purchase Price allocable to the assets being released). In
          addition, on the Escrow Release Date, all closing delivery items
          related to the released assets or interests shall be released from
          escrow in the order and pursuant to the terms of this Agreement, but
          as if the Escrow Release Date were the Closing Date; provided,
          however, Buyers shall substitute AIMCO Stock for OP Units to the
          extent Sellers elect to receive AIMCO Stock for the Acquired Asset
          being released from escrow.

               (viii) In the event all conditions to Closing have not been
          satisfied or waived with respect to all escrowed assets and interests
          on or before December 31, 2001 or such later date pursuant to the
          extensions permitted in Section 4.1, then: (i) all documents,
          securities, funds and other items deposited pursuant to the Closing
          Escrow shall, without further action of any party, be promptly
          returned to the party or parties who deposited such items, (ii) the
          escrow shall be deemed to have terminated, and (iii) neither Sellers
          nor Buyers shall have any obligation to sell or contribute, acquire or
          accept, as the case may be, any or all of the Acquired Assets subject
          to the Closing Escrow immediately prior to such termination and (iv)
          the parties shall have no further rights, obligations or liabilities
          regarding such assets.

     4.2. [INTENTIONALLY OMITTED]

     4.3. Conventional Portfolio. Disclosure Schedule 4.3 sets forth the list of
Required Consents which shall be required by Sellers and Buyers. In the event a
Required Consent cannot be obtained from a mortgage lender which has loaned
funds with respect to one or more Properties in the Conventional Portfolio, or a
financial institution that has provided credit enhancement for all or a portion
of such debt or tax-exempt bonds relating thereto (such lenders or financial
institutions are referred to as a "Required Consent Lender") (a "Conventional
Property Lacking Consent" or "CPLC"), within 60 days from the Effective Date,
Buyers and Sellers shall use commercially reasonable efforts to develop a
structure which complies with the loan requirements of the Required


                                       27
   36

Consent Lenders, but implementing a structure which complies with the loan
requirements of the Required Consent Lenders shall not constitute a condition to
Closing.

     4.4. Deliveries by Sellers at the Closing. At the Closing, Sellers shall
deliver, or cause to be delivered, the following to (i) Buyers the following
with respect to all Acquired Assets that are being sold or contributed to Buyers
pursuant to Section 2.1, and (ii) Escrow Agent with respect to all Acquired
Assets that are being submitted to escrow pursuant to Section 4.1(b):

          (a) OHC Shares. Zickler shall deliver to Buyers certificates
representing the OHC Shares, duly endorsed, or accompanied by duly executed
stock powers) with signatures guaranteed by a commercial bank or by a member
firm of the New York Stock Exchange, conveying to Buyers the OHC Shares owned by
him, free and clear of all Liens and encumbrances.

          (b) ORFG Shares. Each Seller shall deliver or cause to be delivered to
Buyers, certificates representing the ORFG Shares, duly endorsed, or accompanied
by duly executed stock powers) with signatures guaranteed by a commercial bank
or by a member firm of the New York Stock Exchange, conveying to Buyers the ORFG
Shares owned by him, free and clear of all Liens and encumbrances.

          (c) Assignment and Assumption of Partnership Interests, Membership
Interests, Stock Interests and Withdrawal of Partners, Members and Shareholders.
Sellers shall deliver or cause to be delivered to Buyers, with respect to the
applicable Acquired Assets of such Seller, (a) one or more duly executed
counterparts of an Assignment and Assumption of Partnership Interests,
Membership Interests, Stock Interests and Withdrawal of Partners, Members and
Shareholders (or in such other form as Buyers and Sellers may agree), conveying
to Buyers their respective interests described therein, and (b) certificates of
amendment to the partnership agreements or amendments to operating agreements as
may be required to reflect the change of ownership.

          (d) Assignment and Assumption of Fee Agreements. ORFG Operations, LLC
shall deliver to Buyers duly executed counterparts of an Assignment and
Assumption of Fee Agreements.

          (e) Assignment and Assumption of Corporate Debt. Each Seller shall
deliver to Buyers a duly executed Assignment and Assumption of Corporate Debt,
conveying to Buyers all of such Seller's rights in, to and under the Oxford
Development Loan.

          (f) Assignment and Assumption of Zickler Loans. Zickler shall deliver
to Buyers a duly executed Assignment and Assumption of Zickler Loans conveying
to Buyers all of his right, title and interest in and to the Zickler Loans.

          (g) Assignment of Assumption of Zickler Property Loans and
Subordinated Loan. Zickler shall deliver to Buyers a duly executed Assignment
and Assumption of Zickler


                                       28
   37

Property Loans and the Zickler Subordinated Loan, conveying to Buyers all of his
right, title and interest in and to the Zickler Property Loans and Zickler
Subordinated Loan.

          (h) Assignment and Assumption of Derivative Security. Each Seller
shall deliver to Buyers a duly executed Assignment and Assumption of Derivative
Security, conveying to Buyers all of such Seller's rights in, to and under the
Derivative Security.

          (i) Release by Oxford Entities. Sellers shall cause each of the Oxford
Entities to deliver to each Seller an executed counterpart of the Oxford
Entities' Release.

          (j) Books and Records. Sellers shall deliver to Buyers all of the
books and records of the Oxford Entities including, without limitation, all
records of all proceedings of and actions taken by, their members, partners,
shareholders and boards of directors, and all records relating to the issuance
and transfer of interests therein or other securities thereof.

          (k) FIRPTA Certificates. Each Seller shall deliver to Buyers a
certificate of non-foreign status in the form attached hereto as Exhibit Z.

          (l) Sellers' Certificates. Each of Sellers shall have delivered to
Buyers a certificate, dated the Closing Date and certifying as to its compliance
with Sections 9.2(a) and (b).

          (m) Acknowledgments. Each Seller that is to receive OP Units pursuant
to Section 2.2 shall deliver to Buyers duly executed counterparts of an
Acknowledgment.

          (n) Registration Rights Agreement. Sellers shall deliver to Buyers
duly executed counterparts of the Registration Rights Agreement.

          (o) Co-Sale Agreement. Sellers shall deliver to Buyers duly executed
counterparts of the Co-Sale Agreement.

          (p) Tax Matters Agreement. Each Seller shall deliver to Buyers duly
executed counterparts of the Tax Matters Agreement.

          (q) Sellers' Releases. Each Seller shall deliver to Buyers duly
executed counterparts of a (i) Seller's Release of Buyers, (ii) Sellers' Release
of Oxford Entities, and (iii) Oxford Entities Release of Sellers.

          (r) Title Affidavits and Indemnities. Sellers shall deliver to Buyers'
title company all affidavits and indemnities reasonably requested by Buyers'
title company, including, without limitation, affidavits and indemnities
reasonably required by Buyers' title company to issue any non- imputation
endorsements.


                                       29
   38

          (s) Amended and Restated Warrants. Sellers shall deliver to Buyers (i)
all warrants in AIMCO held by Sellers on the Closing Date, and (ii) duly
executed counterparts of the Amended and Restated Warrant Agreement.

          (t) Director and Officer Resignations. Sellers shall deliver to Buyers
resignations in the forms of Exhibit AA executed by each of the directors and
officers of each of the Companies; provided that no such resignations shall be
required with respect to (i) directors who are not Sellers, and/or (ii) entities
subject to the Closing Escrow, unless and until such entities are required to be
sold or contributed to Buyers pursuant to the terms of this Agreement.

          (u) Employment Agreements. Sellers shall cause all existing employment
agreements to be terminated.

          (v) Organizational Documents. Sellers, at their option, may amend the
organizational documents of the Companies in which the name "Oxford" appears.

          (w) Office Sublease. Provided that the consent of the Landlord under
the Office Lease has been obtained or is not required, Sellers (or their
designee) shall execute and deliver a sublease agreement in form and substance
reasonably satisfactory to Buyers and Sellers ("Office Sublease") for
approximately 8,500 net rentable square feet of the office space (located on the
East Wing) covered by the Office Lease and twelve reserved parking spaces, which
sublease agreement shall provide that Sellers shall pay total rent (inclusive of
all charges, parking fees and pass- throughs) of $100 per annum during the
initial two-year period following the Closing Date and, in addition, Buyers
shall grant Sellers an option, which Sellers may exercise in their sole
discretion by delivery of written notice one hundred eighty (180) days prior to
the expiration of the initial two-year period, to sublet the space then occupied
by Sellers for any period up to the full remaining term of the Office Lease at
the full rent and other charges then required by the Office Lease. In the event
Sellers (or their designee) shall desire to sublease all or any portion of the
space which is subject to the Office Sublease, Buyers' consent shall be required
and, in all events, Buyers shall receive all profits from any such sublease
which Sellers (or their designee) would otherwise be entitled to retain under
the terms of the Office Lease.

          (x) Equipment Sublease. Sellers shall execute and deliver a sublease
agreement in form and substance reasonably satisfactory to Buyers and Sellers
("Equipment Sublease") for the office equipment currently in use by Sellers at
the space which is the subject of the Office Sublease, which sublease agreement
shall provide that Sellers shall pay total rent (inclusive of all charges and
pass-throughs) of $100 per annum during the initial two-year period following
the Closing Date and, in addition, Buyers shall grant Sellers an option, which
Sellers may exercise in their sole discretion by delivery of written notice one
hundred, eighty (180) days prior to the expiration of such two-year period, to
sublease all of such equipment for the remaining term of the existing leases at
the full rent then required under such leases.


                                       30
   39

          (y) License Agreement (Oxford). Sellers (or the assignee under the
Assignment of Trademarks) shall execute and deliver a License Agreement (Oxford)
entitling Buyers to use the trademark or tradename "Oxford."

          (z) License Agreement (FF&E). Sellers shall execute and deliver a
License Agreement (FF&E) entitling Buyers to use the furniture, fixtures and
equipment.

          (aa) Resolutions. Sellers shall cause to be delivered written consents
of the Companies in form and content reasonably satisfactory to Buyers.

          (bb) SLP Offer Agreement. Sellers shall execute and deliver the SLP
Offer Agreement.

          (cc) Oxford Group Escrow Termination Agreement. Sellers shall execute
and deliver the Oxford Group Escrow Termination Agreement.

          (dd) Disclosure Certificate. Sellers shall execute and deliver a
Disclosure Certificate.

          (ee) ILPI and BAC Agreement. Sellers shall deliver to Buyers a duly
executed ILPI and BAC Agreement.

          (ff) Option Sale Agreement. Sellers shall deliver to Buyers a duly
executed Option Sale Agreement.

          (gg) Options. Sellers shall deliver to Buyers all of their BAC options
in accordance with the terms of the Option Sale Agreement.

          (hh) Consulting Agreements. Each Seller shall deliver to Buyers a duly
executed counterpart of the Consulting Agreement applicable to such Seller.

          (ii) Certificates of Dissolution. Sellers shall have filed
certificates of dissolution with respect to the entities identified on
Disclosure Schedule 3.3.

          (jj) Holdback Security Agreement. Each Seller shall deliver a duly
executed counterpart of the Holdback Security Agreement.

          (kk) Additional Documents. Sellers shall deliver duly executed
counterparts of an agreement terminating the Shareholders' Agreement of OHC and
ORFG, and a Termination of the Agreement Among General Partners relating to the
Property-Owning Entities.

     4.5. Deliveries by Buyers at the Closing. At the Closing, Buyers shall
deliver, or cause to be delivered, the following to (i) Sellers the following
with respect to all Acquired Assets that are


                                       31
   40

being transferred to Buyers pursuant to Section 2.1(a), and (ii) Escrow Agent
with respect to all Acquired Assets that are being submitted to escrow pursuant
to Section 4.1(c):

          (a) OP Units. AIMCO OP shall deliver to each Seller a certificate or
certificates representing the number of OP Units specified pursuant to Section
2.2(a), as adjusted pursuant to Section 2.3.

          (b) AIMCO Stock. AIMCO shall deliver to each Seller a certificate or
certificates representing the number of shares of AIMCO Stock specified pursuant
to Section 2.2(a), as adjusted pursuant to Section 2.3.

          (c) Cash Consideration. Buyers shall wire transfer good and
immediately available U.S. funds to such account or accounts as may be specified
by Sellers in an aggregate amount equal to the cash consideration to be paid by
Buyers to Sellers pursuant to Section 2.2(b), as adjusted pursuant to Section
2.3.

          (d) Assignment and Assumption of Partnership Interests, Membership
Interests, Stock Interests and Withdrawal of Partners, Members and Shareholders.
Buyers shall deliver to Sellers duly executed counterparts of each Assignment
and Assumption of Partnership Interests, Membership Interests, Stock Interests
and Withdrawal of Partners, Members and Shareholders delivered by Sellers.

          (e) Acknowledgment. AIMCO OP shall deliver to Sellers duly executed
counterparts of each Acknowledgment.

          (f) Assignment and Assumption of Corporate Debt. Buyer shall deliver
to Sellers a duly executed counterpart Assignment and Assumption of Corporate
Debt regarding conveyance to Buyers of Seller's right in, to and under the
Oxford Development Loan.

          (g) Assignment and Assumption of Derivative Security. Buyers shall
deliver to Sellers a duly executed Assignment and Assumption of Derivative
Security, assuming all of such Seller's rights in, to and under the Derivative
Security.

          (h) Assignment and Assumption of Zickler Loans. Buyers shall deliver
to Zickler a duly executed Assignment and Assumption of Zickler Loans.

          (i) Assignment and Assumption of Zickler Property Loans. Buyers shall
deliver to Zickler a duly executed Assignment and Assumption of Zickler Property
Loans and Zickler Subordinated Note.

          (j) Registration Rights Agreement. AIMCO shall deliver to Sellers a
duly executed counterpart of the Registration Rights Agreement.


                                       32
   41

          (k) Co-Sale Agreements. Buyers shall cause to be delivered to Sellers
 a duly executed counterpart of the Co-Sale Agreements.

          (l) Tax Matters Agreement. Buyers shall deliver to Sellers duly
executed counterparts of the Tax Matters Agreement.

          (m) Buyers Release. Each Buyer shall deliver to Sellers duly executed
counterparts of the Buyers Release of Sellers.

          (n) Amended and Restated Warrants. AIMCO shall deliver to each Seller
a duly executed counterpart of the Amended and Restated Warrant Agreement.

          (o) Office Sublease. Buyers shall execute and deliver the Office
Sublease.

          (p) Equipment Sublease. Buyers shall execute and deliver the Equipment
Sublease.

          (q) Lease Estoppel. Buyers shall cause ORFG to execute and deliver to
the lessor under the Office Lease and each of the Equipment Leases such
estoppels or similar documents as may reasonably be required by such lessors.

          (r) License Agreement (Oxford). Buyers shall execute and deliver to
Sellers a License Agreement entitling Buyers and the Oxford Entities to use the
trademark or tradename "Oxford."

          (s) License Agreement (FF&E). Buyers shall execute and deliver to
Sellers a License Agreement entitling Buyers to use the furniture, fixtures and
equipment.

          (t) Resolutions of Buyers. Buyers shall deliver to Sellers, the Escrow
Agent and any lender of any of the Property-Owner Entities who so requests
written consents of Buyers in form and content reasonably satisfactory to
Buyers.

          (u) Buyers' Certificates. AIMCO, on behalf of each of the Buyers,
shall have delivered to Sellers a certificate dated the Closing Date and signed
by its President or any Vice President, certifying as to the Buyer's compliance
with Sections 9.3(a) and (b).

          (v) SLP Offer Agreement. Buyers shall execute and deliver the SLP
Offer Agreement.

          (w) Oxford Group Escrow Termination Agreement. Buyers shall execute
and deliver the Oxford Group Escrow Termination Agreement.


                                       33
   42

          (x) Assignment and Assumption of Fee Agreements. ORFG Operations, LLC
shall deliver to Buyers duly executed counterparts of an Assignment and
Assumption of Fee Agreements.

          (y) ILPI and BAC Agreement. Buyers shall deliver to Sellers a duly
executed ILPI and BAC Agreement and pay to each Seller the purchase price for
his ILPIs set forth on Exhibit A attached thereto by wire transfer of good and
immediately available U.S. funds,

          (z) Consulting Agreements. Buyers shall deliver to each Seller a duly
executed counterpart of the Consulting Agreement applicable to each Seller, and
pay the consulting fees required thereunder by wire transfer of good and
immediately available U.S. funds.

          (aa) Holdback Security Agreement. Buyers shall deliver to each Seller
an executed counterpart of the Holdback Security Agreement.

          (bb) Option Price. Buyers shall deliver to each Seller a cash payment
for his BAC options in accordance with the terms of the Option Sale Agreement.

          (cc) Option Sale Agreement. Buyers shall deliver to Sellers a duly
executed Option Sale Agreement.

          (dd) Non-Negotiable Contingent Promissory Note. AIMCO shall deliver to
Sellers a duly executed Non-Negotiable Contingent Promissory Note pursuant to
the Indemnification Agreement.

          (ee) Additional Documents. Buyers shall deliver duly executed
counterparts of an agreement terminating the Shareholders' Agreement of OHC and
ORFG, and a Termination of the Agreement Among General Partners relating to the
Property-Owning Entities and a release of Zickler's indemnity and guarantee
obligations under the Oxford Development Loan and Derivative Security.

     4.6. No Duplicative Deliveries. Notwithstanding the foregoing provisions of
Sections 4.4 and 4.5, neither Sellers nor Buyers shall be required to make
deliveries of items with respect to Closings that occur with respect to an
Escrow Release Date to the extent that such delivery was previously made at a
prior Closing and is not relevant for such Escrow Release Date Closing.

                                   ARTICLE V.
                 REPRESENTATIONS AND WARRANTIES OF SELLER GROUP

          Each of the Sellers hereby makes the following representations and
warranties to Buyers, on a several basis, based solely on his knowledge (as
defined in Section 12.17), each of which shall be true and correct on the date
hereof and shall be true and correct in all material respects


                                       34
   43

(modified however to reflect changes in fact required or permitted by this
Agreement or to which Buyers have consented in writing) on the Closing Date:

     5.1. Organization and Qualification.

          (a) Each of OHC, ORFG and their respective corporate Subsidiaries (i)
is a corporation, duly organized, validly existing and in good standing under
the laws of its respective state of incorporation; (ii) has the requisite power
and authority and all necessary governmental approvals to carry on its business
as it is now being conducted; and (iii) is duly qualified or licensed as a
foreign corporation in each jurisdiction where the character of the nature of
the business conducted by it makes such qualification or licensing necessary.

          (b) Each of the General Partners (i) is a corporation, limited
partnership or limited liability company duly incorporated, formed or organized,
validly existing and in good standing under the laws of the state of its
incorporation, formation or organization identified on Disclosure Schedule
5.1(b); (ii) has the requisite power and authority and all necessary
governmental approvals to carry on its business as it is now being conducted;
and (iii) is duly qualified or licensed as a foreign corporation, limited
partnership or limited liability company in each jurisdiction where the nature
of the business conducted by it makes such qualification or licensing necessary.

          (c) Each of the Property-Owning Entities, Investment Tier
Partnerships, ORP and OTEF (i) is a limited partnership or limited liability
company duly formed, validly existing and in good standing under the laws of the
state of its formation identified on Disclosure Schedule 5.1(c); (ii) has the
requisite power and authority and all necessary governmental approvals to own,
lease and operate its properties and to carry on its business as it is now being
conducted; and (iii) is duly qualified or licensed as a foreign limited
partnership in each jurisdiction where the character of the properties owned,
leased or operated or the nature of the business conducted by it makes such
qualification or licensing necessary.

     5.2. HUD Properties.

          (a) Except for the Properties listed on Disclosure Schedule 5.2(a),
none of the Properties are subject to the regulation or oversight of HUD or any
state housing finance agency.

          (b) Other than as set forth on Disclosure Schedule 5.2(a), Zickler and
each of the General Partners owning an interest in a HUD Partnership (i) has all
necessary approvals and consents of HUD and any applicable state housing
authority to act as a general partner of the applicable HUD Partnership for
which such Person acts as general partner, and (ii) has no "flags" or limited
denials of participation, suspensions or disbarments currently in effect under
HUD 2530 Previous Participation Review and Clearance Procedures.


                                       35
   44

     5.3. Financial Statements and Cash Flows.

          (a) Sellers have previously delivered to Buyers true, accurate and
complete copies of the financial statements of the Companies set forth on
Disclosure Schedule 5.3 (collectively, the "Financial Statements"). Each of the
Financial Statements has been prepared on the basis stated in such Financial
Statements, and each presents fairly the financial position of the Company(ies)
to which it relates as of its date and the results of its operations and changes
in financial position for the period presented therein, as the case may be,
subject, in the case of unaudited interim financial statements included therein,
to normal year-end adjustments.

          (b) Subject to the accuracy of the information provided by Buyers to
Sellers, as described in Section 7.12, the projected year 2000 cash flows
identified on Disclosure Schedule 2.3(a) accurately depicts in all material
respects and in the aggregate Sellers' good faith analysis of how cash flows
generated from operations of the Properties would be paid or distributed with
respect to the Acquired Assets, whether as fees, participations, payments or
repayments or Partnership Receivables or distributions to direct or indirect
partners of Property-Owning Entities or others, after giving effect to material
assumptions provided to Buyers, including without limitation, amounts due and
payable with respect to debt service related obligations and Property capital
expenditures.

     5.4. Organizational Documents. Sellers have delivered to Buyers true,
correct and complete copies of the Organizational Documents for each Oxford
Entity. Set forth on Disclosure Schedule 5.4 are true, correct and complete
organizational structure charts which show the direct or indirect equity
interests of the Sellers in each of the Oxford Entities, including all
corporations in which any Oxford Entity holds ten percent (10%) or more of the
voting securities.

     5.5. Litigation. Except as set forth on Disclosure Schedule 5.5 and for
claims, actions, suits or proceedings which are covered by insurance, relate to
Taxes, or which do not seek specified monetary damages individually in excess of
$250,000 or collectively in excess of $1,000,000, (a) neither Sellers nor any
Oxford Entity has received notice of any action, suit or proceeding before any
judicial or quasi-judicial or administrative body, by any Governmental Authority
or other third party, pending or threatened against or affecting all or any
portion of the Acquired Business or any of the Sellers or Oxford Entities, and
there is no basis for any such action; (b) there are no actions, suits or
proceedings pending or threatened in connection with all or any portion of the
Acquired Business or any of the Sellers or Oxford Entities; and (c) Sellers have
not received notice of any attachments, execution proceedings, assignments for
the benefit of creditors, insolvency, bankruptcy, reorganization or other
proceedings pending, or, to their respective knowledge, threatened, against any
of the Sellers, Oxford Entities or the Acquired Business. Except as set forth on
Disclosure Schedule 5.5, (a) there is no Order to which any of the Sellers,
Oxford Entities or the Acquired Business is subject; (b) each of the Sellers and
Oxford Entities is, and has been at all times, in material compliance with all
of the terms and requirements of each Order to which it, or any of the assets
owned or used by it, is subject; (c) no event has occurred, and no condition or
circumstance exists, that could reasonably be expected to (with or without
notice of lapse of time) constitute or result directly or indirectly in a
violation of or a failure to comply with any term or requirement of


                                       36
   45

any Order to which any of the Sellers, Oxford Entities or the Acquired Business
is subject; and (d) none of the Sellers or Oxford Entities has received any
written notice or other written communication from any Governmental Authority or
any other Person regarding any actual, alleged, possible or potential violation
of, or failure to comply with, any term or requirement of any Order to which any
of the Sellers, Oxford Entities or the Acquired Business is subject. Sellers
have made available to Buyers for their review copies of all pleadings,
correspondence and other documents relating to all actions, suits and
proceedings that involve, affect or relate to any of the Sellers, Oxford
Entities or the Acquired Business and which are in the possession of Sellers.
Sellers have made available to Buyers copies of all material correspondence sent
or received since January 1, 1993, between any of the General Partners, on one
hand, and any limited partner of any of the Property- Owning Entities, on the
other hand.

     5.6. Absence of Undisclosed Liabilities. None of the Companies has any
liabilities or obligations of any kind or nature, whether absolute, contingent
or accrued, and whether due or to become due, except (a) those reflected or
disclosed in the Financial Statements or on any of the Disclosure Schedules, (b)
those arising since the dates of the Financial Statements that, in the
aggregate, would not reasonably be expected to have a Material Adverse Effect,
and (c) those reflected on the balance sheet of each Company.

     5.7. Absence of Changes. Except as set forth on Disclosure Schedule 5.7 or
in the Financial Statements, since the dates of the Financial Statements, (a)
there has not been, occurred, or arisen any change in, or any event (including
without limitation any damage, destruction, or loss, whether or not covered by
insurance), condition, or state of facts of any character that, individually or
in the aggregate, has had or would reasonably be expected to have a Material
Adverse Effect, and (b) the Oxford Entities have operated in the ordinary course
of business consistent with past practice.

     5.8. Benefit Plans and Employee Matters.

          (a) Except as disclosed in the Financial Statements delivered to
Buyers or on Disclosure Schedule 5.8(a), none of the Companies (i) has any
liability under any past or present Benefit Plan that would not be paid by
Companies or Sellers at Closing, or (ii) has any liability to any current
employees of any Affiliate of any of Sellers that would not be paid by Companies
or Sellers at Closing. Except as expressly provided in any transition plan to
which Buyers and Sellers may hereafter agree (but which transition plan shall
not be a condition to Closing), none of the Companies has made any
representations or commitments to any of their employees concerning terms or
conditions of employment of such Persons by Buyers following the date of
Closing.

          (b) Except as set forth on Disclosure Schedule 5.8(b), no Oxford
Entity is a party to a collective bargaining agreement or similar labor
contract, nor have any employees of an Oxford Entity been represented for
purposes of collective bargaining by a labor union or labor organization.


                                       37
   46

          (c) The number of full-time employees of ORFG Operations, L.L.C. is
less than fifty persons, and none of the Oxford Entities other than ORFG
Operations L.L.C. has had any employees since 1995.

     5.9. Properties.

          (a) Set forth on Disclosure Schedule 5.9(a) is a true, correct and
complete list of all of the Properties, indicating, in each case, the street
address and owner of such Property, each of which holds marketable fee simple
title or leasehold title (as identified on Disclosure Schedule 5.9(a)) to such
Property; provided, however, the aforesaid titles are subject to and/or
encumbered by Liens and other covenants, conditions, restrictions, easements and
other matters which do not adversely affect in any material respect the current
use of the Property. Except as disclosed in Disclosure Schedule 5.9(a) and in
the Organizational Documents, none of the Companies has granted any options or
rights of first refusal or rights of first offer to third parties to purchase or
otherwise acquire an interest in any of the Properties

          (b) Except as disclosed on Disclosure Schedule 5.5 or Disclosure
Schedule 5.9(b), the Companies have not received written notice of any alleged
material violation of applicable Laws with respect to the Property with which it
is affiliated, which violation has not been cured, including, without
limitation, all Laws with respect to zoning, building, fire and health codes,
but excluding the ADA and Environmental Laws.

          (c) Except as shown on Disclosure Schedule 5.9(c), none of the
Property-Owning Entities is actively considering or negotiating the sale or
refinancing of any Property. None of the Property-Owning Entities has received
any written offer or proposal at any time during the six (6) month period
preceding the date of this Agreement for the sale or refinancing of any
Property, except as shown on Disclosure Schedule 5.9(c).

          (d) Except as shown on Disclosure Schedule 5.9(d), none of the Oxford
Entities has any uncured monetary default as of the date hereof with respect to
any indebtedness of such entity; provided, however, with respect to
Property-Owning Entities, the aforesaid representation shall only apply to
mortgage loan indebtedness.

     5.10. Personal Property; Leases. Except as set forth in Disclosure Schedule
5.10 and except for personal property of which a Company is a lessee, all the
personal property included in the Acquired Business is owned by such Company
free and clear of all Liens. Except for the Excluded Assets, immediately after
the Closing, Buyers will, directly or indirectly, have good and marketable title
to all the personal property included in the Acquired Business other than leased
personal property, subject to the liens of the Oxford Development Loan and
Derivative Security that will be held by Buyers.



                                       38
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     5.11. Fee Agreements.

          (a) Set forth on Disclosure Schedule 5.11 is a true, correct and
complete list of Fee Agreements between any of the Oxford Entities as obligor
and obligee that are currently in effect.

          (b) Sellers have made available to Buyers a true copy of each Fee
Agreement described on Disclosure Schedule 5.11, as presently in effect, and
none of Sellers or the Companies has received any written notice from any party
to any such Fee Agreement of the termination thereof. Each of the Fee Agreements
listed in Disclosure Schedule 5.11 is in full force and effect and constitutes a
legal, valid and binding obligation of the Companies except as enforcement may
be limited by creditors' rights and equitable principles and, upon consummation
of the transactions contemplated by this Agreement, will remain in full force
and effect. None of the Companies or, to Sellers knowledge, any other party to
any Fee Agreements disclosed or required to be disclosed in Disclosure Schedule
5.11 is currently in violation, breach or default under any such Fee Agreement
or, with or without notice or lapse of time or both, would be in violation or
breach of or default under any such Fee Agreement.

     5.12. Compliance with Law; Licenses, Permits and Approvals. Except as set
forth on Disclosure Schedule 5.12, the businesses of the Oxford Entities other
than the Property-Owning Entities have been and are currently being conducted in
compliance with all Laws. Disclosure Schedule 5.12 sets forth all licenses,
franchises, permits, orders, approvals, authorizations, variances, exemptions,
classifications, certificates, registrations and similar documents or
instruments issued by any Governmental Authority or otherwise necessary in
connection with the ownership, development, use or maintenance of any of the
Acquired Business and held by the Oxford Entities (other than the
Property-Owning Entities) except those the absence of which would not,
individually or in the aggregate, result in a cost, loss, expense or liability
in excess of $10,000 (collectively, the "Approvals"). All of the Approvals are,
and upon consummation of the transactions contemplated hereby will be, in full
force and effect, and no Seller or any Company is or, upon consummation of the
transactions contemplated hereby, will be in default under, violation of or
noncompliance with the Approvals.

     5.13. Insurance.

          (a) Set forth on Disclosure Schedule 5.13(a) is a true, correct and
complete list and description of all casualty, liability, property, workers
compensation, directors and officers, crime, employment practices, nurses
professional and pollution liability policies, and other contracts that insure
the business or operations of any of the Companies or affect or relate to the
ownership, use or operations of any of the Acquired Business, and that have been
issued to the Companies (including without limitation the names and addresses of
the insurers and the expiration dates thereof, and coverage thereof). All such
insurance is in full force and effect. All premiums required to be paid
thereunder have been paid and no notice of cancellation or termination has been
received with respect to any such policy. Such policies will remain in full
force and effect through the


                                       39
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Closing Date, and will not by their terms in any way be affected by, or
terminate or lapse by reason of, the transactions contemplated by this
Agreement. None of the Companies has received written notice from any insurance
company concerning, nor are any of Sellers aware of, any defects or inadequacies
in any of the Properties which, if not corrected, would result in the
termination of insurance coverage.

          (b) Set forth on Disclosure Schedule 5.13(b) is a true, correct and
complete summary of all losses incurred and payments made since January 1, 1999,
pursuant to the insurance described in Section 5.13(a).

     5.14. No Investment Company. Each of the Oxford Entities is not, and does
not conduct its operations in a manner that could subject it to registration as,
an "investment company" under the U.S. Investment Company Act of 1940, as
amended.

     5.15. Intercompany Liabilities. Set forth on Disclosure Schedule 5.15 is
true and complete list and description, including the obligors, principal amount
outstanding as of the date hereof, and accrued but unpaid interest thereon as of
the date hereof, of all indebtedness owed by any of the Companies to any of the
other Companies. Except as disclosed in Disclosure Schedule 5.11 or Disclosure
Schedule 5.15 and except for this Agreement, Related Documents and the
Indemnification Agreement, there are no obligations, liabilities, Contracts or
commitments between or among any of the Companies.

     5.16. Environmental.

          (a) Except as set forth in Disclosure Schedule 5.16(a) or in the
Environmental Reports, each of the Companies and the Properties is in compliance
in all material respects with all Environmental Laws, which compliance includes,
but is not limited to, the possession by the Companies and the Properties of all
permits and other governmental authorizations required under applicable
Environmental Laws, and compliance with the terms and conditions thereof. Except
as set forth in Disclosure Schedule 5.16(a), none of the Companies has received
any written communication, whether from a Governmental Authority, citizens
group, employee or otherwise, that alleges that any the Companies or Properties
is not in such material compliance.

          (b) Except as set forth in Disclosure Schedule 5.16(b), there is no
Environmental Claim pending or, threatened against any of the Companies or
Property-Owning Entities and the Companies have not received written notice of
any Environmental Claim pending or threatened against the Companies or against
any Person for whose liability for any Environmental Claim any of Sellers or the
Companies has retained or assumed either contractually or by operation of law.
Except as set forth in Disclosure Schedule 5.16(b) or in the Environmental
Reports, there are no past or present actions, activities, circumstances,
conditions, events or incidents, including, without limitation, the release,
emission, discharge, presence or disposal of any Material of Environmental
Concern, that could form the basis of any Environmental Claim against any of the
Companies or


                                       40
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Properties or against any Person whose liability for any Environmental Claim any
of the Companies or Property-Owning Entities has retained or assumed either
contractually or by operation of law.

          (c) Without in any way limiting the generality of the foregoing, (i)
all on-site locations where any of the Companies or Property-Owning Entities has
stored, disposed or arranged for the disposal of Materials of Environmental
Concern at the Properties are identified in Disclosure Schedule 5.16(c) or in
the Environmental Reports (ii) all underground storage tanks, and the capacity
and contents of such tanks, located at the Properties are identified in
Disclosure Schedule 5.16(c) or in the Environmental Reports (iii) except as set
forth in Disclosure Schedule 5.16(c) or in the Environmental Reports there is no
asbestos contained in or forming part of any building, building component,
structure or office space at the Properties, and (iv) except as set forth in
Disclosure Schedule 5.16(c) or in the Environmental Reports no polychlorinated
biphenyls ("PCB") or PCB- containing items are used or stored at the Properties.

          (d) Each of the Companies and Property-Owning Entities has all
permits, licenses, registrations, authorizations and approvals and financial
assurance (including, without limitation, rights under grandfather provisions,
exemptions, waivers and the like) ("Environmental Permits") required to be held
or provided by the Companies and Property-Owning Entities in order to conduct
their respective businesses as currently operated or contemplated under
applicable Environmental Laws each is in compliance with the requirements of all
such Environmental Permits. Set forth on Disclosure Schedule 5.16(d) is a list
of all Environmental Permits, if any, held by the Companies and Property-Owning
Entities, and the Companies have made copies of all such Environmental Permits,
or pending applications for any such Environmental Permits, available for
inspection by Buyers. There are no orders or decrees (including, without
limitation, consent orders or consent decrees), judgments, settlements,
agreements or other binding obligations of any kind relating to Environmental
Claims or Environmental Laws specifically applicable to the Companies or to any
of the Properties.

          (e) Sellers have provided to Buyers all assessments, reports, data,
results of investigations, audits and other information that is in the
possession of Sellers located in Sellers' office relating to the environmental
matters or the environmental condition of the Properties. Each of the
representations and warranties set forth in Sections 5.16(a) through (f) are
hereby qualified to the extent of any information and/or disclosures set forth
in the Environmental Reports, and each of the representations and warranties set
forth in Sections 5.16(a) through (f) shall automatically be deemed to be
qualified and modified by such Environmental Reports.

          (f) Set forth on Disclosure Schedule 5.16(f) are true, correct and
complete lists of all properties which are or have been owned, leased or
operated by the Oxford Entities since 1990.

     5.17. Tax Representations and Warranties as to the Companies. Except as set
forth on Disclosure Schedule 5.17, each of the Sellers hereby makes the
following representations and warranties to Buyers, on a several basis, based
solely on his knowledge (as defined in Section 12.17, below), each of which
shall be true and correct in all material respects on the date hereof, and each


                                       41
   50

of which shall apply solely with respect to tax years for which the Companies
filed a tax return within the six-year period prior to the date of this
Agreement:

          (a) Each Company has timely filed all Tax Returns required to be filed
by it and all such Tax Returns are true, correct, and complete in all material
respects. Each Company has timely paid all Taxes required to be paid by it.

          (b) There are no liens for Taxes filed with respect to the assets of
any Company except for liens for Taxes not yet due or payable.

          (c) None of the Companies has (i) requested any extension of time to
file a Tax Return, which Tax Return has not since been filed, (ii) granted any
power of attorney (or similar authority) as to any matter regarding any Taxes,
Audit, or Tax Return, which power of attorney remains in effect or outstanding,
or (iii) entered into any Tax sharing, tax indemnity, or cost sharing agreement
or similar policy or understanding.

          (d) None of the Companies (i) has ever been a member of an affiliated
group as defined under Section 1504 of the Code and (ii) has any liability for
Taxes of any other person or entity under Treas. Reg. Section 1.1502-6 (or any
similar provision of state or local law), or as a transferee or successor, by
contract or otherwise;

          (e) None of the Companies has any Audits presently pending or has
received any written notice of any upcoming Audit with respect to any Tax
Returns or Taxes. None of the Companies has been subject to any Audit;

          (f) None of the Companies has filed any consent to the application of
Section 341(f)(2) of the Code (or any corresponding provision of state or local
law);

          (g) None of the Companies has taken any action that would require an
adjustment pursuant to Section 481 of the Code (or any corresponding provision
of state or local law) by reason of a change in accounting method or otherwise;

          (h) No Seller is a foreign person within the meaning of Section
1445(f)(3) of the Code;

          (i) None of the Companies will have any liability on the Closing Date
with respect to any agreement, contract, or arrangement that would result in any
"excess parachute payments" within the meaning of Section 280G of the Code;

          (j) The IRS has not challenged the status of any of the Oxford
Entities (i) on Disclosure Schedule 5.17(j)(i) (all of which are general
partnerships, limited partnerships or limited liability companies) as a
"partnership" for United States Federal income tax purposes (and each such
entity has at all times taken the position on all of its Tax Returns that it is
treated as a "partnership"


                                       42
   51

for United States Federal income tax purposes) or (ii) on Disclosure Schedule
5.17(j)(ii) (all of which are corporations that have filed Subchapter S
Elections) as an "S corporation," within the meaning of Section 1361 of the Code
(and each such entity has at all times taken the position on all of its Tax
Returns that it is qualified as an "S corporation" for United States Federal
income tax purposes). Each of the Companies identified on Disclosure Schedule
5.17(j)(iii) is a corporation (without any "S" election) for United States
Federal income tax purposes for any and all periods up to and including the
Closing Date.

          (k) No Tax Authority has ever claimed that any of the Companies is
required to file any Tax Return in a jurisdiction in which such Company does not
pay Taxes or file Tax Returns;

          (l) None of the Companies has received (or has requested) any Tax
Ruling (as defined below) or entered into any Closing Agreement (as defined
below) with any Tax Authority. The term "Tax Ruling," means any ruling of a Tax
Authority relating to Taxes. The term "Closing Agreement," means a legally
binding agreement with a Tax Authority relating to Taxes;

          (m) None of the Oxford Entities has ever owned or operated any
property located outside of the United States; and

          (n) The parties hereto agree that the agreed upon fair market value of
each of the Unlimited Tax Lock-Out Properties (as defined in the Tax Matters
Agreement) and Limited Tax Lock-Out Properties (as defined in the Tax Matters
Agreement) is as set forth on Disclosure Schedule 5.17(n). Disclosure Schedule
5.17(n) also set forth the adjusted tax basis of the Unlimited Tax Lock-Out
Properties and Limited Tax Lock-Out Properties as of December 31, 1999. The
parties shall amend Disclosure Schedule 5.17(n) to reflect the adjusted tax
basis of the Unlimited Tax Lock-Out Properties and Limited Tax Lock-Out
Properties as of the Transfer Date (as defined in the Tax Matters Agreement) as
soon as practicable, but in no event later than the due date (including
extensions) of the tax return with respect to such Tax Lock-Out Property.

     5.18. Reports and Financial Statements. Each of OTEF and ORP has filed all
reports, forms, statements and other documents required to be filed by it with
the Securities and Exchange Commission (the "SEC") . Since 1998, OTEF has timely
filed all reports, periodic reports on Form 10-K and Form 10-Q and other
documents required to be filed by it with the SEC. All periodic reports on Form
10-K and Form 10-Q required to be filed through the date hereof have been filed
by each of OTEF and ORP with the SEC (collectively, the "Oxford/SEC Reports").
Oxford/SEC Reports were prepared and filed in compliance with the Securities Act
and the Exchange Act and the rules and regulations promulgated by the SEC
thereunder, and did not, as of their respective dates, contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made or will be made, not misleading. The audited
financial statements and the interim audited financial statements of OTEF and
ORP included in Oxford/SEC Reports were prepared in accordance with GAAP (except
as may be indicated in the notes thereto) and fairly presented in all material
respects the consolidated financial condition and results of operations of each
of OTEF,


                                       43
   52

ORP and their subsidiaries as at the dates thereof and for the periods then
ended, subject, in the case of the interim consolidated financial statements, to
normal year-end adjustments and any other adjustments described therein.

     5.19. Books and Records. Since December 10, 1993, the books of account,
minute books, stock record books, and other records of the Oxford Entities,
other than those held by Buyers or their Affiliates and all of which have been
made available to Buyers, are complete and correct in all material respects and
have been maintained in accordance with sound business practices, including the
maintenance of an adequate system of internal controls. The minute books of the
Companies contain accurate and complete records of substantially all meetings
held of, and corporate action taken by, the stockholders, the boards of
directors, and committees of the boards of directors of the Companies. At the
Closing, all of those books and records will be in the possession of the
Companies.

     5.20. Consents and Approvals; No Violation. Except for (i) the HUD
Approvals relating to the HUD Properties and (ii) the filing of amendments to
certificates of limited partnership to reflect changes in general partners of
any of the Oxford Entities which are partnerships, the consummation by each
Seller of the transactions contemplated hereby and compliance by each Seller
with the provisions hereof will not require any consent, approval, authorization
or permit of, or filing with or notification to, any Governmental Authority.

     5.21. Brokers and Financial Advisors. Except as disclosed in Disclosure
Schedule 5.21, all negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by Sellers directly with Buyers,
without the intervention of any Person on behalf of the Seller in such manner as
to give rise to any valid claim by any Person against Buyers or the Companies
for a finder's fee, brokerage commission, or similar payment.

     5.22. Transactions with Affiliates. Set forth on Disclosure Schedule 5.22
is a true and complete list and description, including the obligors, principal
amount outstanding as of the date hereof, and accrued but unpaid interest
thereon as of the date hereof, of (a) all indebtedness owed by any of the Oxford
Entities to any of Sellers or Sellers' Affiliates, and (b) all indebtedness owed
by any of Sellers or Sellers' Affiliates to any of the Oxford Entities. Except
as disclosed in Disclosure Schedule 5.22, there are no obligations, liabilities,
Contracts or commitments between or among any of the Oxford Entities, on the one
hand, and any of Sellers or Sellers' Affiliates, on the other hand, that will
not be terminated at Closing. The representation set forth in this Section 5.22
shall not be limited to each Seller's knowledge.

                                   ARTICLE VI.
                  REPRESENTATIONS AND WARRANTIES OF EACH SELLER

          Each Seller hereby makes the following representations and warranties
to Buyers, with respect to himself only and not as to any other Seller, which
representations and warranties shall


                                       44
   53

be true and correct on the date hereof and shall be true and correct in all
material respects (modified however to reflect changes in fact required or
permitted by this Agreement or to which each Seller has consented in writing) on
the Closing Date:

     6.1. Ownership Interests.

          (a) Each Seller or Seller Affiliate has good title to the Acquired
Assets that he is required to sell or contribute, or cause to be sold or
contributed, to Buyers in accordance with the terms of this Agreement.

          (b) Except as set forth in the Organizational Documents or on
Disclosure Schedule 6.1(b), (i) the interests of each Seller or Seller Affiliate
in the Acquired Assets are held free and clear of all security interests, liens,
adverse claims, pledges and other encumbrances of any nature whatsoever, and
(ii) there are no (aa) options, warrants, agreements, conversion or exchange
rights, preemptive rights or other rights to subscribe for, purchase or
otherwise acquire any membership interest, partnership interest, or other equity
interest in any of the Acquired Assets, (bb) obligations to invest in any of the
Companies (in the form of a loan, capital contribution or otherwise), or (cc)
restrictions on the voting or transfer of the interests of each Seller in the
Acquired Business. Notwithstanding any provision of this Agreement to the
contrary, Buyers acknowledge that the Properties to which the Acquired Assets
relate are subject to mortgage, trade vendor and other indebtedness and
obligations which include senior secured interests. The UCC financing statements
listed on Disclosure Schedule 6.1(b) relate to indebtedness of the Oxford
Entities disclosed on the applicable Oxford Entity's Financial Statements or
indebtedness that has been paid or satisfied in full.

          (c) Each Seller is of legal age and has the requisite mental
competence to execute and deliver this Agreement and each of the Related
Documents to which each such Seller is a party and perform such Seller's
respective obligations hereunder and thereunder. Assuming the due authorization,
execution and delivery of this Agreement and the Related Documents by the other
parties hereto or thereto, this Agreement and each of the Related Documents
constitutes the legal, valid and binding obligation of each Seller, to the
extent each is a party thereto, enforceable against such Seller in accordance
with its terms, except as the foregoing may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally and/or by equitable principles to which the remedies of specific
performance and injunctive and similar forms of relief are subject.

          (d) The Acquired Assets to be sold or contributed by each Seller (or
which each Seller shall cause to be sold or contributed) pursuant to this
Agreement represent all of the ownership interests, assets, claims, debts or
rights (other than as provided, retained or preserved in this Agreement and the
Related Documents, including without limitation, any indemnification rights) of
each Seller and Sellers' Affiliates (other than Kenneth Willard) with respect to
the Acquired Business and the Properties, except for those interests or assets
specifically set forth in the definition of Excluded Assets. No Person other
than Sellers, Sellers' Affiliates (other than Kenneth Willard),


                                       45
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Buyers or Buyers' Affiliates owns any direct equity interest, option, warrant,
agreement, conversion or exchange right, preemptive right or other rights to
subscribe for, purchase or otherwise acquire any interest in OHC, ORFG, or ORFG
Operations, LLC or any of their respective Subsidiaries.

          (e) Zickler (and only Zickler) represents and warrants as follows: (i)
the sale of Zickler's portion of the Acquired Assets constitutes the sale of at
least 75% of his assets as of the date hereof, and (ii) Zickler further
represents that the indebtedness referred to in the UCC Financing Statement,
dated May 25, 1988 (as the same may have been continued), filed against certain
of his Direct General Partnership Interests, has been paid or satisfied in full,
notwithstanding the secured party's failure to file UCC-3 termination statements
with respect thereto.

     6.2. Investment Representations. Each Seller that will receive AIMCO Stock
and/or OP Units pursuant to Section 2.2 or the ILPI and BAC Agreement:

          (a) is an "Accredited Investor," as such term is defined in Regulation
D under the Securities Act;

          (b) has received and reviewed the PPM;

          (c) has had access to such additional financial and other information,
and has been afforded the opportunity to ask questions of Representatives of
AIMCO OP and AIMCO, and to receive answers to those questions, as it has deemed
necessary in connection with its acquisition of AIMCO Stock, and/or OP Units;

          (d) acknowledges that the AIMCO Stock, and/or OP Units that will be
acquired pursuant to this Agreement are being acquired in a transaction not
involving any public offering within the meaning of the Securities Act, and the
AIMCO Stock and OP Units, have not been, and may never be, registered under the
Securities Act;

          (e) agrees not to offer, sell, transfer or otherwise dispose of the
AIMCO Stock, OP Units or any AIMCO Stock issued in exchange for OP Units
tendered for redemption, in the absence of registration under the Securities Act
unless (i) it delivers to AIMCO OP and AIMCO an opinion of counsel reasonably
satisfactory to AIMCO OP and AIMCO, in form and substance satisfactory to AIMCO
OP and AIMCO, to the effect that the proposed sale, transfer or other
disposition may be effected without registration under the Securities Act and
under applicable state securities and blue sky laws or (ii) in the case of a
Permitted Transfer, (x) it delivers notice thereof to AIMCO and AIMCO OP, and
(y) (A) AIMCO reasonably determines that the proposed sale, transfer or other
disposition may be effected without registration under the Securities Act and
under applicable state securities and blue sky laws, or (B) Sellers deliver to
Buyers an opinion of counsel that such proposed sale, transfer or other
disposition may be effected without registration under the Securities Act and
under applicable state securities and blue sky laws.


                                       46
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          (f) acknowledges that the OP Units and any AIMCO Stock issued in
exchange for OP Units tendered for redemption, will be in the form of physical
certificates and that, unless and until such OP Units or AIMCO Stock shall have
been registered under the Securities Act, the certificates will bear a legend to
the following effect:

     THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE
     AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
     SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE
     PARTNERSHIP/CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE
     PARTNERSHIP/CORPORATION, IN FORM AND SUBSTANCE SATISFACTORY TO THE
     PARTNERSHIP/CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR
     OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND
     UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. IN ADDITION, THE
     LIMITED PARTNERSHIP INTEREST/SHARES EVIDENCED BY THIS CERTIFICATE MAY BE
     SOLD OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON
     TRANSFER SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO
     PROPERTIES, L.P., DATED AS OF JULY 29, 1994/THE BY-LAWS OF THE CORPORATION,
     AS IT MAY BE AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, A COPY OF WHICH
     MAY BE OBTAINED FROM AIMCO-GP, INC, THE GENERAL PARTNER/CORPORATION, AT ITS
     PRINCIPAL EXECUTIVE OFFICE.

          (g) has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an acquisition
of the AIMCO Stock, and/or OP Units and is able to bear the economic risk of a
loss of an investment in the AIMCO Stock, OP Units and is not acquiring any
AIMCO Stock, and/or OP Units with a view to the distribution thereof or any
present intention of offering or selling any thereof in a transaction that would
violate the Securities Act or the securities laws of any state or any other
applicable jurisdiction; and

          (h) has been advised by its own counsel with respect to this Agreement
and the tax implications of the contributions and transactions contemplated
hereby.

                                  ARTICLE VII.
                    REPRESENTATIONS AND WARRANTIES OF BUYERS

          Each Buyer hereby makes the following representations and warranties
to Sellers, with respect to itself only and not as to any other Buyer, which
representations and warranties shall be true and correct on the date hereof and
shall be true and correct in all material respects (modified


                                       47
   56

however to reflect changes in fact required or permitted by this Agreement or to
which each Seller has consented in writing) on the Closing Date:

     7.1. Organization and Qualification.

          (a) AIMCO is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Maryland. AIMCO has its principal
place of business in the State of Colorado and has the requisite corporate power
and authority and all necessary governmental approvals to own, lease and operate
its properties and to carry on its business as it is now being conducted. AIMCO
is duly qualified or licensed as a foreign corporation in each jurisdiction
where the character of the properties owned, leased or operated or the nature of
the business conducted by it makes such qualification or licensing necessary.

          (b) AIMCO OP is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware, with its principal
place of business in the State of Colorado, and has the requisite power and
authority and all necessary governmental approvals to own, lease and operate its
properties and to carry on its business as it is now being conducted. AIMCO OP
is duly qualified or licensed as a foreign limited partnership in each
jurisdiction where the character of the properties owned, leased or operated or
the nature of the business conducted by AIMCO OP makes such qualification or
licensing necessary.

          (c) AIMCO/NHP is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware. AIMCO/NHP has its
principal place of business in the State of Colorado and has the requisite
corporate power and authority and all necessary governmental approvals to own,
lease and operate its properties and to carry on its business as it is now being
conducted. AIMCO/NHP is duly qualified or licensed as a foreign corporation in
each jurisdiction where the character of the properties owned, leased or
operated or the nature of the business conducted by it makes such qualification
or licensing necessary.

          (d) NHP Management Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the District of Columbia. NHP
Management Company has its principal place of business in the State of Colorado
and has the requisite corporate power and authority and all necessary
governmental approvals to own, lease and operate its properties and to carry on
its business as it is now being conducted. NHP Management Company is duly
qualified or licensed as a foreign corporation in each jurisdiction where the
character of the properties owned, leased or operated or the nature of the
business conducted by it makes such qualification or licensing necessary.

     7.2. Authority Relative to this Agreement. Each Buyer has all necessary
power and authority to execute and deliver this Agreement and each of the
Related Documents to which it is a party, to perform its obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and
thereby. The execution and delivery by each Buyer of this Agreement and each of
the Related Documents to which it is a party, the performance by each Buyer of
its


                                       48
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obligations under this Agreement and each of the Related Documents to which it
is a party, and the consummation by each Buyer of the transactions contemplated
by this Agreement and each of the Related Documents to which it is a party have
been duly and validly authorized by all necessary action and no other
proceedings are necessary on the part of Buyers to authorize this Agreement or
any of the Related Documents or to consummate the transactions contemplated
hereby or thereby. This Agreement and each of the Related Documents has been
(or, when executed and delivered, will have been) duly and validly executed and
delivered by each Buyer, to the extent each is a party thereto, and, assuming
the due authorization, execution and delivery thereof by the other parties
hereto or thereto, constitutes the legal, valid and binding obligation of each
Buyer, to the extent each is a party thereto, enforceable against such Buyer in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally and by equitable principles to which the remedies of specific
performance and injunctive and similar forms of relief are subject.

     7.3. Consents and Approvals; No Violation. Except as set forth on
Disclosure Schedule 7.3, the execution and delivery by Buyers of this Agreement,
the consummation by Buyers of the transactions contemplated hereby and
compliance by Buyers with the provisions hereof will not (a) conflict with,
result in a breach of, or cause a dissolution or require the consent or approval
of any Person under, any provision of the Organizational Documents of Buyers,
(b) require any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Authority, or any other third party, (c)
conflict with, or, with or without notice or the passage of time or both, result
in a material breach or violation of any of the terms or provisions of, or
constitute a default under, any note, bond, mortgage, indenture, deed of trust,
license, franchise, permit, contract, obligation or agreement of any kind, to
which Buyers are a party, or give to any third party any right of termination,
cancellation, amendment or acceleration under any such contract or result in the
creation of a Lien on any of the assets or properties of Buyers, or (d) violate
or conflict with any Order, Law, rule or regulation applicable to any of Buyers;
provided, however, with respect to (b) and (c) above, this representation does
not apply to property owned by partnerships affiliated with Buyers.

     7.4. Litigation. Buyers have not received notice of any material action,
suit or proceeding before any judicial, quasi-judicial or administrative body,
by any Governmental Authority or other third party, pending, or to its
knowledge, threatened, against or affecting Buyers or Buyers' ability to close
the transactions contemplated hereby and, to their knowledge, there is no basis
for any such action, suit or proceeding. Buyers have not received notice of any
attachments, execution proceedings, assignments for the benefit of creditors,
insolvency, bankruptcy, reorganization or other proceedings that are pending,
or, to its knowledge, threatened, against Buyers.

     7.5. Organizational Documents. Buyers have delivered to Sellers a complete
and correct copy of (a) the Charter and Amended and Restated By-laws of AIMCO,
(b) the Certificate and Agreement of Limited Partnership of AIMCO OP, in each
case, as amended.


                                       49
   58

     7.6. OP Units; Amended and Restated Warrants.

          (a) The OP Units, if and when issued to Sellers in accordance with
this Agreement, will be duly authorized and validly issued. Subject to Sellers'
delivery of the acknowledgments described in Section 4.4(n), the Persons
receiving OP Units pursuant to this Agreement will be duly admitted on and as of
the Closing Date as limited partners of AIMCO OP with all the rights of limited
partners of AIMCO OP under the Agreement of Limited Partnership of AIMCO OP or
otherwise.

          (b) The AIMCO Stock to be issued to Sellers upon the exercise of the
Amended and Restated Warrants will be fully registered under the Securities Act
and under applicable state securities and blue sky laws, and are freely
transferrable.

     7.7. Reports, Financial Statements and Private Placement Memorandum. AIMCO
has filed all reports, forms, statements and other documents required to be
filed by it with the SEC. All periodic reports on Form 10-K and Form 10-Q
required to be filed at any time subsequent to December 31, 1998 through the
date hereof have been filed by AIMCO with the SEC (collectively, the "AIMCO/SEC
Reports"). AIMCO/SEC Reports were prepared and filed in compliance with the
Securities Act and the Exchange Act and the rules and regulations promulgated by
the SEC thereunder, and did not, as of their respective dates, contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements contained therein, in light of the circumstances
under which they were made or will be made, not misleading. The consolidated
financial statements and the interim consolidated financial statements of AIMCO
included in AIMCO/SEC Reports were prepared in accordance with GAAP (except as
may be indicated in the notes thereto) and fairly presented in all material
respects the consolidated financial condition and results of operations of AIMCO
and its subsidiaries as at the dates thereof and for the periods then ended,
subject, in the case of the interim consolidated financial statements, to normal
year-end adjustments and any other adjustments described therein.

     7.8. Investment Company Status. Neither AIMCO OP nor AIMCO/NHP is an
"investment company" within the meaning of Section 721(b) of the Code and the
Treasury regulations thereunder.

     7.9. Partnership Status. AIMCO OP is treated as a partnership, and not as
an association taxable as a corporation, for Federal income tax purposes.

     7.10. Financial Capability. Buyers have the financial resources necessary
to consummate all of the transactions contemplated by this Agreement, including
without limitation, the ability to pay the entire portion of the Purchase Price
which is required to be paid in cash at Closing, and requirement to indemnify
the Sellers under the Indemnification Agreement.


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     7.11. Due Diligence. Buyers have been provided access to any and all
materials which they have requested in connection with their Due Diligence
relating to the Acquired Assets and the Properties.

     7.12. Property Information. All written or electronic financial and
operating information with respect to the Properties heretofore provided by
Buyers or any Affiliates of Buyers to Sellers or any of the Oxford Entities or
any of their respective agents or representatives within the 12 months preceding
the date of this Agreement was, in the aggregate, true, accurate and complete in
all material respects on the date such information was provided. Buyers
acknowledge that Sellers have relied upon such financial information in
determining the Purchase Price (and adjustments thereto) under the terms of this
Agreement.

     7.13. Brokers and Financial Advisors. Except as disclosed in Disclosure
Schedule 7.13, all negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by Buyers directly with Sellers,
without the intervention of any Person on behalf of the Buyers in such manner as
to give rise to any valid claim by any Person against Sellers or the Companies
for a finder's fee, brokerage commission, or similar payment.

     7.14. "Blue Sky" Permits. AIMCO OP shall use commercially reasonable
efforts to obtain all state securities or "blue sky" permits and other
authorizations required to issue the Buyers' Securities pursuant to Section 2.2.

     7.15. Net Worth. As of March 31, 2000, AIMCO had a total stockholders'
equity of at least $2.2 billion.


                                  ARTICLE VIII.
                                    COVENANTS

     8.1. Notification of Certain Matters. Subject to the terms of the
Confidentiality Agreement executed between Buyers and Sellers and any applicable
Laws, the Sellers shall give prompt notice to the Buyers (but in no event more
than 2 days after receipt) of any written offer to purchase or acquire any of
the Acquired Assets or Acquired Business. Subject to Section 10.1, the delivery
of any notice pursuant to this Section shall not limit or otherwise affect the
remedies available hereunder to the party receiving such notice.

     8.2. Consents and Approvals.

          (a) Sellers shall (i) use commercially reasonable efforts to obtain
the consents and approvals of Persons who hold mortgage loans secured by any of
the Properties, or a financial institution that has provided credit enhancement
for all or a portion of such debt or tax-exempt bonds relating thereto which
Sellers and Buyers believe may be required in connection with this transaction
(the "Consents"), which shall mean, except in the context of Required Consents,
notifying those


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Persons who or which Sellers and Buyers believe may be required to provide
consent or approval in connection with this transaction, and (ii) take, or cause
to be taken, all appropriate action, and do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated hereby, including,
without limitation, using commercially reasonable efforts to obtain all
licenses, permits, consents, approvals, authorizations, certificates,
qualifications and orders of, and make all filings and required submissions
with, all Governmental Authorities, and all shareholders, lenders and partners
of, and parties to contracts with, any of Buyers, Sellers or the Companies and
all other Persons, in each case, as are necessary or desirable for the
consummation of the transactions contemplated hereby; provided, however, neither
Sellers nor Sellers' counsel shall be required to deliver legal opinions to such
lenders. Sellers shall, as soon as possible prior to the Closing, deliver to
Buyers copies of all Consents obtained by Sellers. Any and all fees, costs,
expenses, fines, penalties, settlements or other amounts required to be paid in
connection with or incidental to obtaining any of the Consents shall be paid by
Sellers, provided that Sellers shall not be required to expend in excess of
$750,000 in the aggregate in connection therewith; provided further that Sellers
shall not pay any fees, costs, etc. in connection with obtaining the HUD
Approval.

          (b) Within five (5) days of the date of this Agreement, Sellers and
Buyers shall submit a written summary to HUD Central Office in Washington, D.C.
describing the transactions provided for in this Agreement. The parties shall
then jointly meet with appropriate officials at HUD Central Office.

          (c) Within fifteen (15) days of the date of this Agreement, Buyers
shall prepare and submit to HUD a Form 2530 as necessary in connection with the
transactions contemplated hereby (the "2530 Approval"). Buyers and Sellers shall
cooperate with each other and with HUD and provide to HUD all information
reasonably requested by HUD in connection with its consideration of the Form
2530. Although the parties do not believe an application for either a full or
modified application for transfer of physical assets ("TPA Application") is
required to be filed with respect to any HUD Partnership, in the event that the
HUD central office or any other HUD office requires the submission of a TPA
Application, Buyers and Sellers shall cooperate in the preparation and
submission of the TPA Application. For purposes of this subsection, HUD shall
not include any state finance housing agency. Buyers shall use commercially
reasonable efforts to obtain 2530 Approval and, if necessary, approval of TPA
Applications (as applicable, the "HUD Approvals") and shall pay any and all
fees, costs, expenses or other similar amounts required to be paid in connection
with or incidental to obtaining the HUD Approvals; provided that Buyers shall
not be required to expend in excess of $750,000 in the aggregate in connection
therewith. Buyers shall promptly notify Sellers of any issues or matters raised
in connection with obtaining the HUD Approvals, and Buyers shall provide to
Sellers copies of all correspondence between Buyers or their Representatives and
HUD regarding the HUD Approvals.

     8.3. Conduct of Business Pending the Closing. From the date hereof through
the Closing, except as expressly permitted or contemplated by this Agreement,
unless AIMCO shall otherwise agree in writing prior to the taking of any action
prohibited by the terms of this Section, Sellers shall


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cause each of the Oxford Entities to conduct its operations and business in the
ordinary and usual course of business and consistent with past practice.

     8.4. Sale of Acquired Assets. From and after the date hereof, Sellers shall
not sell, transfer, hypothecate, pledge or encumber any of the Acquired Assets
or agree to sell, transfer, hypothecate, pledge or encumber any of the Acquired
Assets, other than to Buyers (or their designee), except to the extent required
(in the ordinary course of business consistent with past practices) in
connection with the financing or refinancing of any debt or credit facility
relating to any of the Companies, Property-Owning Entities, OTEF or ORP;
provided, however, that any sale, transfer, pledge, hypothecation or encumbrance
shall not affect the obligation of Sellers to transfer any Acquired Asset which
has changed in legal form from the original Acquired Asset as a result of such
sale, transfer, pledge, hypothecation or encumbrance.

     8.5. Access and Investigation.

          (a) Prior to the termination of this Agreement, subject to the terms
of the Confidentiality Agreement, Sellers shall, and shall cause the Oxford
Entities and their Representatives to, provide Buyers and their Representatives
with full and free access, during normal business hours and upon reasonable
notice, to the Oxford Entities' personnel, properties, contracts, books and
records and other documents and data, including tax returns, and shall furnish
Buyers with copies of all documents and with such additional financial and
operating data and other information as Buyers shall, from time to time,
reasonably request for the purpose of enabling Buyers to investigate the affairs
of the Oxford Entities and the Acquired Business and the accuracy of the
representations and warranties of Sellers made in this Agreement. During such
investigation, subject to the terms of the Confidentiality Agreement, Buyers and
their Representatives shall have the right to make copies of such contracts,
books and records, tax returns and other documents and data as they may deem
advisable. Buyers shall endeavor not to unreasonably disrupt the business or
operations of Sellers or the Oxford Entities.

          (b) Buyers and their Representatives shall be entitled, upon
reasonable notice to Sellers, to cause one or more Phase I environmental site
assessments of the Properties (each, an "Environmental Assessment") to be
performed, at Buyers' expense. Each Environmental Assessment may include any and
all investigations that Buyers deem appropriate for assessing the environmental
condition of and any potential environmental liabilities associated with the
Properties. Sellers shall provide Buyers and their Representatives with full
access to the Properties, during normal business hours and upon reasonable
notice, and shall not interfere with any Environmental Assessment, and shall
provide all necessary information that is in Sellers' possession or control that
may be necessary or desirable for each Environmental Assessment. Buyers shall
indemnify Sellers and the Companies for any Damages to the Properties as a
result of such Environmental Assessments. No Phase II environmental site
assessment shall be undertaken without the prior written approval of Sellers.

     8.6. No Negotiations with Third Parties. Sellers shall not, and shall not
permit any of their Representatives or any other Person acting for or on behalf
of any of them to, solicit, entertain offers


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from, negotiate with, or in any manner discuss, encourage, recommend or agree to
any proposal with, to or from a Person not Affiliated with any of Sellers other
than Buyers relating to (a) the sale of all or any part of the Acquired
Business, the Companies or any interest therein, (b) the merger, consolidation
or other combination of the Companies with any Person, or (c) the liquidation,
dissolution or reorganization of the Companies, except (i) with respect to OTEF,
ORP and the Property-Owning Entities, or (ii) to the extent that Sellers'
failure to do so would, in the reasonable opinion of Sellers, constitute a
breach of Sellers' fiduciary duties; provided that this Section is not intended
to prevent, affect or otherwise limit the ability of Sellers to consummate any
transactions involving a financing or refinancing of any debt or credit facility
relating to any of the Oxford Entities, or sale of the Properties owned by the
Property-Owning Entities, provided, further, that any such merger,
consolidation, combination, liquidation, dissolution or reorganization shall not
affect the obligation of Sellers to transfer any Acquired Asset or beneficial
interests represented thereby, including if the same has changed in legal form
from the original Acquired Asset or the Acquired Business as a result of such
merger, consolidation, combination, liquidation, dissolution or reorganization.

     8.7. Public Announcements. At all times at or before the Closing, none of
Buyers or Sellers shall issue or make, directly or indirectly, any reports,
statements or releases to the public with respect to this Agreement or the
transactions contemplated hereby without the prior written consent of AIMCO and
ORFG, on behalf of the Sellers; provided, however, that each of Buyers and
Sellers (a) may issue or make, directly or indirectly, any report, statement or
release required by Law, or the rules of the SEC, or in the case of Buyers, the
New York Stock Exchange or, in the case of Sellers, the American Stock Exchange,
if the other parties to this Agreement are so notified as soon as possible in
advance of such report, statement or release, and (b) may issue a press release
in the form of Exhibit BB.

     8.8. Insurance. Sellers shall maintain in full force and effect all
insurance policies described on Disclosure Schedule 5.13(a) during the period
prior to the Closing. On and after Closing, Buyers shall maintain in full force
and effect the directors and officers, crime, employment, practices, nurses
professional and pollution liability policies obtained by Sellers through the
end of the period for which premiums for such insurance were prepaid on or
before Closing.

     8.9. Employees.

          (a) Sellers shall be solely responsible for all matters arising from
or relating to any employee's employment with any of the Oxford Entities
including ORFG Operations L.L.C., or termination of employment by Sellers or any
of the foregoing entities, including without limitation, any liability for
severance, accrued benefits or liabilities under any Benefit Plans, deferred
incentives, termination or similar payments that accrue up to the Closing Date,
but excluding any matters for which indemnification is provided by Buyers
pursuant to item number 7 of Exhibit B to the Indemnification Agreement.


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          (b) Buyers shall be solely responsible for all matters described in
item number 7 of Exhibit B to the Indemnification Agreement.

          (c) Buyers agree that, for the minimum statutory period commencing on
the Closing Date (18, 29 or 36 months, depending upon the circumstances), either
Buyers or the Companies will make COBRA continuation coverage available to
individuals who are employees of ORFG Operations, L.L.C. as of the Closing Date
and are eligible for COBRA continuation coverage pursuant to the terms of their
employment and applicable law. Buyers shall bear the cost of administering such
COBRA coverage for such minimum statutory period, but shall not bear the cost of
providing health coverage to any such employee, which shall be the
responsibility of such employees.

          (d) Sellers have made available to Buyers true, correct and complete
copies of all manuals, statements and documents that set forth Sellers' policies
and procedures with respect to its employees, and Sellers agree that Buyers
shall be entitled to use of such manuals, statements and documents.

     8.10. Transaction Costs. On the Closing Date and after the Closing, (i)
Buyers shall pay the Buyers' Transaction Costs, and (ii) Sellers shall pay the
Sellers' Transaction Costs.

     8.11. Payments to Financial Advisors. Notwithstanding any provision to the
contrary, all claims and obligations with respect to the items set forth on
Disclosure Schedule 5.21 are the responsibility of and shall be paid by Buyers.

     8.12. Correspondence with Limited Partners. Prior to the Closing, Sellers
shall make available to Buyers for their review copies of all prior
correspondence between any of Sellers or the Companies and any limited partners
in any of the Property-Owning Entities, OTEF, ORP or any Investment Tier
Partnership, to the extent copies of such correspondence are currently available
to Sellers or the Companies.

     8.13. Post-Closing Access. Following the Closing, during normal business
hours and upon reasonable prior notice, but in no event more than 2 days' prior
notice, Buyers and Buyers' Affiliates will permit Sellers and Sellers'
Affiliates, or Representatives, access to analyze, review and copy at the
reviewer's expense any and all books, records, reports, files and other data of
any kind or nature regarding the pre-closing operation, assets, liabilities or
condition of the Oxford Entities. Following the Closing, during normal business
hours and upon reasonable prior notice, but in no event more than 2 days' prior
notice, Sellers and Sellers' Representatives will permit Buyers and Buyers'
Affiliates or Representatives, access to analyze, review and copy at the
reviewer's expense any and all books, records, reports, files and other data of
any kind or nature regarding the pre-closing operation, assets, liabilities or
condition of the Oxford Entities; provided however the foregoing covenant shall
not affect Sellers' obligation to deliver any and all items that Sellers are
required to deliver to Buyers at Closing.


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     8.14. No Endorsements. If, on or after the Closing Date, Buyers offer to
acquire or make any offer to acquire the interests of any of the limited
partners, special limited partners, holders of assignee units or the holders of
beneficial assignee interests of Property-Owning Entities, Employee
Partnerships, Investment Tier Partnerships, ORP or OTEF, as the case may be, or
otherwise solicit any of the foregoing interest holders with respect to any
transaction or proposed transaction involving a contribution, exchange,
purchase, merger, consolidation or other business combination of such interests
or the assets of any of the foregoing entities, with or into Buyers or their
Affiliates (all of the foregoing are collectively referred to as "Acquisition
Proposal"), Buyers shall make no representations or statements of any kind or
nature, whether express or implied, that Sellers or any of them have reviewed or
approved any such offer, solicitation or proposed transaction. Notwithstanding
the foregoing, each of Buyers and Sellers may issue or make, directly or
indirectly, any report, statement or release required by Law, or the rules of
the SEC, or in the case of Buyers, the New York Stock Exchange or, in the case
of Sellers, the American Stock Exchange, if the other parties to this Agreement
are so notified as soon as possible in advance of such report, statement or
release.

     8.15. Offer Documents. Buyers agree to provide Sellers promptly with true
and correct copies of any and all documents used by Buyers or their Affiliates
in connection with any Acquisition Proposals.

     8.16. Lease Document. Sellers shall deliver to Buyer a true, correct and
complete copy of the Amendment to the Office Lease. Sellers and Buyers agree
that the terms of the Amendment to the Office Lease shall be as set forth in the
term sheet heretofore delivered to Buyers. Sellers agree that there shall not be
any amendment or modification made with respect to the Office Lease except as
set forth in the aforesaid term sheet without Buyers' prior written consent,
which consent shall not unreasonably be withheld.

     8.17. Performance of Obligations. Buyers hereby agree for the benefit of
the Sellers that, from and after Closing, Buyers shall, and shall cause Buyers'
Affiliates to (a) perform the obligations of the Oxford Entities with respect to
the indemnification and reimbursement obligations contained in the Indemnity
Agreements listed on Disclosure Schedule Definition 3 and in the Organizational
Documents of the Oxford Entities or as provided by law, and (b) cause each of
the Oxford Entities in which Buyers are hereby acquiring interests and/or rights
to perform all of their respective fiduciary duties and existing contractual
obligations in accordance with their respective terms. Such Oxford Entity duties
and obligations shall include, without limitation, payment of lawful debts in
accordance with their terms (subject to fiduciary duties owed at any time
following the Closing to limited partners, special limited partners, investor
limited partners, holders of assignee units or the holders of beneficial
assignee interests of Property-Owning Entities, Employee Partnerships,
Investment Tier Partnerships, ORP or OTEF and any available defenses,
counterclaims and/or offsets) and satisfaction of all fiduciary and other legal
obligations owed to securityholders (including limited partners, special limited
partners, investor limited partners, holders of assignee units or the holders of
beneficial assignee interests of Property-Owning Entities, Employee
Partnerships, Investment Tier Partnerships, ORP or OTEF). Notwithstanding
anything to the


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contrary set forth in this Section 8.17 or elsewhere in this Agreement or the
Related Documents, nothing herein is intended to constitute a guaranty by Buyers
of any such Oxford Entity's duties or obligations. On the Closing Date, Buyers
shall (i) substitute Buyers or a designee of Buyers in lieu of Zickler and Lavin
for all personal indemnity, guarantee, pledge and other financial obligations of
Zickler and Lavin identified as a liability to be directly assumed by Buyers on
Section II.A of Disclosure Schedule 2.2(c) that relate to financing arrangements
of the Property-Owning Entities, and (ii) use commercially reasonable efforts to
cause the applicable lender to have Zickler and Lavin released from all such
obligations as of the Closing.

     8.18. Further Assurances. Each party shall deliver to the other all
documents, instruments and writings reasonably necessary to effectuate the
transfer or contribution of the Acquired Assets which are the subject of the
Closing or the transactions contemplated herein.


                                   ARTICLE IX.
                              CONDITIONS TO CLOSING

     9.1. Conditions to Each Party's Obligation to Effect the Closing. The
respective obligations of each party to this Agreement to effect the Closing
shall be subject to the following conditions having been satisfied with respect
to Acquired Assets representing at least ninety five percent (95%) of the
aggregate projected net cash flow shown on Disclosure Schedule 2.3 relating to
the Acquired Assets, unless waived in writing by all parties, each in their sole
discretion:

          (a) No Injunctions. No action shall have been taken, and no statute,
rule, regulation, executive order, decree, order, injunction or judgment (other
than a temporary restraining order) shall have been enacted, entered,
promulgated or enforced (and not repealed, superseded or otherwise made
inapplicable), by any court or Governmental Authority which prohibits the
consummation of the transactions contemplated by this Agreement, which has not
been lifted (each party agreeing to use its reasonable efforts to have any such
injunction, order, judgment or decree lifted).

          (b) HUD Approvals. HUD shall have issued to Buyers necessary HUD
Approvals.

          (c) Simultaneous Conditions. No party hereto shall be obligated to
consummate any of the transactions contemplated hereby unless all of the events
required to have occurred and documents required to be executed and delivered
prior to or at the Closing shall have in fact occurred or been executed and
delivered, as applicable.

     9.2. Conditions to Obligations of Buyers to Effect the Closing. The
obligations of Buyers to effect a Closing with respect to any Acquired Asset are
subject to the satisfaction of the following conditions with respect to such
Acquired Asset, unless waived in writing by Buyers:


                                       57
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          (a) Representations and Warranties. The representations and warranties
of Sellers contained herein shall be true and correct in all material respects
at and as of the Closing Date, except for any representation or warranty that
specifically relates to an earlier date, which shall be true and correct as of
such earlier date.

          (b) Covenants. Sellers shall have performed, in all material respects,
all obligations and complied, in all material respects, with all covenants
required by this Agreement to be performed or complied with by them prior to the
Closing.

          (c) No Material Litigation. There shall be no:

              (i) action, suit or proceeding by any Governmental Authority
filed or commenced after the date hereof and which has not been dismissed
against any of Sellers in his capacity as an officer, employee, director or
control person of any of the Oxford Entities, or against any Buyer or Buyers,
that Buyers reasonably determine is likely to result in Material Liability to
such Buyers or Sellers, as the case may be; or

              (ii) civil action, suit or proceeding filed or commenced after
the date hereof and which has not been dismissed against any of the Sellers in
his capacity as an officer, employee, director or control person of any of the
Oxford Entities or against any Buyer that, if adversely determined, would be
reasonably likely to result in Material Liability to such Buyer or Seller.

          (d) Buyer Required Consents. Subject to the terms of Section 4.1(b),
consent shall have been given by each lender from which a Buyer Required Consent
is required, as set forth on Disclosure Schedule 4.3.

     9.3. Conditions to Obligations of Sellers to Effect the Closing. The
obligations of Sellers to effect a Closing with respect to any Acquired Asset
are subject to the satisfaction of the following conditions with respect to such
Acquired Asset, unless waived in writing by Sellers:

          (a) Representations and Warranties. The representations and warranties
of Buyers contained herein shall be true and correct in all material respects at
and as of the Closing Date with the same force and effect as though made at and
as of the Closing Date, except for any representation or warranty that
specifically relates to an earlier date, which shall be true and correct as of
such earlier date.

          (b) Covenants. Buyers shall have performed, in all material respects,
all obligations and complied, in all material respects, with all covenants
required by this Agreement to be performed or complied with by them prior to the
Closing.

          (c) Change in Control. There has not been a Change in Control of
AIMCO.


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          (d) No Material Litigation. There shall be no:

              (i) action, suit or proceeding by any Governmental Authority
filed or commenced after the date hereof and which has not been dismissed
against any Seller or Sellers in his or their capacity as an officer, employee,
director or control person of any of the Oxford Entities that such Seller or
Sellers reasonably determine is likely to result in Material Liability to such
Sellers; or

              (ii) civil action, suit or proceeding filed or commenced after
the date hereof and which has not been dismissed against any Seller or Sellers
that such Seller or Sellers reasonably determine is likely to result in Material
Liability to such Seller and is not principally based upon facts or events
relating to the transactions contemplated hereby; provided, however that Sellers
shall be deemed to have waived this condition if Buyers notify Sellers in
writing that Buyers agree to indemnify Sellers against all Damages arising out
of such action, suit or proceeding, on the terms and conditions set forth in the
Indemnification Agreement; provided further, however, that Buyers shall only
have the right to send such written notice in the event that AIMCO's net worth
as of the Closing Date is not less than the amount required pursuant to the
covenant set forth in Section 8.20.

          (e) Seller Required Consents. Subject to the terms of Section 4.1(b),
consent shall have been given by each lender from which a Seller Required
Consent is required, as set forth on Disclosure Schedule 4.3.


                                   ARTICLE X.
                        TERMINATION, WAIVER AND AMENDMENT

     10.1. Termination. This Agreement may be terminated prior to the Closing as
follows:

          (a) by the mutual written consent of Buyers and Sellers;

          (b) by Buyers or Sellers if any court of competent jurisdiction shall
have issued an Order (other than a temporary restraining order) restraining,
enjoining or otherwise prohibiting the Closing, and such Order shall have become
final and nonappealable;

          (c) by Buyers if (i) there has been a material breach by any of
Sellers of any representation, warranty, covenant or agreement set forth in this
Agreement (other than Sellers' failure to close), which breach has not been
cured within twenty (20) business days following receipt by the breaching party
of written notice of such breach; or (ii) an event has occurred that could
reasonably be expected to have a Material Adverse Effect;

          (d) by Sellers if there has been a material breach by any of Buyers of
any representation, warranty, covenant or agreement set forth in this Agreement
(other than Buyers'


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failure to close), which breach has not been cured within twenty (20) business
days following receipt by the breaching party of written notice of such breach;
and

          (e) automatically pursuant to Section 4.1(a) or 4.1(b).

     10.2. Effect of Termination. In the event of termination of this Agreement
by Buyers or Sellers pursuant to Section 10.1: (a) the Deposit shall be
immediately returned to Buyers, except for a termination by Sellers pursuant to
Section 10.1(d) in which case Sellers shall be entitled to receive and retain
the Deposit, (b) Sellers shall retain the Non-Refundable Payments, and (c) this
Agreement shall be null and void and of no force or effect as though it had
never been executed and neither party shall have any liability or obligation to
the other party, except as otherwise expressly provided herein.

     10.3. Failure to Close. In the event either party fails or refuses to close
the transactions contemplated by this Agreement, the sole and exclusive rights
and remedies of the parties shall be as follows:

          (a) Buyers' Remedies: If Sellers fail or refuse to close the
transactions contemplated by this Agreement for any reason, except (x) default
by Buyers of any of their material obligations, (y) the termination of this
Agreement pursuant to any applicable provision of this Agreement other than as a
result of a material breach of this Agreement by Sellers, or (z) the failure of
any condition precedent to Sellers' obligation to close set forth in Section 9.1
or 9.3 under this Agreement, then, following written notice by Buyers and a cure
period of twenty (20) business days, which cure is not made, Buyers may, as
their sole and exclusive remedies, hereby waiving all other remedies:

              (i) enforce specific performance of this Agreement or other
equitable remedies against Sellers; or

              (ii) terminate this Agreement by delivery of written notice to
Sellers, in which event the Deposit immediately shall be returned promptly to
Buyers, and the parties thereafter shall have no further rights, liabilities, or
obligations to one another, except as otherwise provided herein; and

              (iii) in either event, in the event that Sellers or any of them
default with respect to their respective obligations to close under this
Agreement, and (x) sell all or substantially all of the Acquired Assets or all
or substantially all of such Seller's interests in the Acquired Assets, or if
they cause to be sold all or substantially all of the Properties, on or before
December 31, 2001, to a Person other than Buyers or their Affiliates, Buyers
shall be entitled to damages equal to the amount that the purchase price paid to
each such Seller for such Seller's interest in the Acquired Assets (or portion
thereof, as applicable) by such third party exceeds the Purchase Price set forth
herein for such Acquired Assets (or portion thereof, as applicable), or (y)
sell, or cause to be sold, one or more of the Acquired Assets or Properties but
not substantially all of the Acquired Assets or


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Properties on or before December 31, 2001, to a Person other than Buyers or
their Affiliates, Buyers shall be entitled (in addition to the remedies set
forth in Section 10.3(a)(i) and (ii), above) to damages equal to the amount, if
any, of each Sellers' allocable share of the total purchase price for such
assets; provided that, in either case, the damages shall be payable by each
Seller to Buyers when, in the same manner (whether cash, securities or notes),
and to the extent the purchase price is paid by the third party purchaser to
each Sellers or Seller's assignee, designee or nominee.

          (b) Sellers' Remedies: If Buyers fail or refuse to close the
transactions contemplated by this Agreement for any reason, except (x) default
by Sellers of any of their material obligations, (y) the termination of this
Agreement pursuant to any applicable provision of this Agreement other than as a
result of a material breach of this Agreement by Buyers, or (z) the failure of
any condition precedent to Buyers' obligation to close set forth in Section 9.1
or 9.2 under this Agreement, then, following written notice by Sellers and a
cure period of twenty (20) business days, which cure is not made, Sellers may,
as their sole and exclusive remedies, hereby waiving all other remedies:

              (i) enforce specific performance of this Agreement against
Buyers; or

              (ii) terminate this Agreement by delivery of written notice to
Sellers and demand and retain, as full and complete liquidated damages, and not
as a penalty, the Deposit, both parties hereto agreeing that it would
speculative or impossible to determine Sellers' actual damages.

          (c) Agreement as to Equitable Remedies. The parties hereto agree that
it may be impossible to calculate the amount of monetary damages that would be
incurred by either party due to a failure of the other party to close hereunder
because of, among other things, (i) the adverse impact which Buyers' failure to
close would have on the Acquired Assets and the Acquired Business, (ii) the
unique nature of the Acquired Assets and the Acquired Business, and (iii) the
substance of the transactions contemplated hereby is the acquisition of real
estate and real estate-related interests.

     10.4. Extension of Time, Waiver, Etc. At any time prior to the Closing:

          (a) AIMCO, on behalf of Buyers, may extend the time for the
performance of any of the obligations or acts of Seller, and Zickler, on behalf
of Sellers, may extend the time for the performance of any of the obligations or
acts of Buyers;

          (b) AIMCO, on behalf of Buyers, may waive any inaccuracies in the
representations and warranties of Sellers contained herein or in any document
delivered pursuant hereto, and Zickler, on behalf of Sellers may waive any
inaccuracies in the representations and warranties of Buyers contained herein or
in any document delivered pursuant hereto; or

          (c) AIMCO, on behalf of Buyers, may waive compliance with any of the
agreements or conditions of Sellers, contained herein, and the Sellers by
unanimous written consent may do the same with respect to Buyers; provided,
however, that no failure or delay by any party


                                       61
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in exercising any right hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right hereunder.

                                   ARTICLE XI.
                             SELLER LIABILITY LIMITS

     11.1. Limitation on Liability. Notwithstanding any provision of this
Agreement, or any other document, instrument or agreement executed or delivered
pursuant to this Agreement, the liability of each Seller to Buyers for any act
or omission to act, fact, matter, thing, event or occurrence, obligation or
liability whatsoever relating in any way to, or arising from, this Agreement or
consummation of the transactions contemplated hereby, including but not limited
to, the representations and warranties set forth in Articles V and VI or in any
Related Document, covenants set forth in Article VIII or in any Related
Document, and indemnifications set forth in the Indemnification Agreement, shall
be expressly limited as follows:

          (a) Article VI Floor and Cap: With respect to any liability or
obligation of any Seller that relates to a breach of the representations and
warranties made by such Seller pursuant to Article VI of this Agreement, the
following provisions apply:

              (i) Buyers shall not assert any claim, or file or commence any
action, suit, proceeding or arbitration against any Seller unless and until the
liability or obligation of such Seller equals or exceeds an amount equal to (aa)
Three Million Dollars ($3,000,000) plus the amount of insurance proceeds paid to
Buyers within 120 days from the date the claim is filed (or to which Sellers or
Buyers receive notice within such time period that payment will be made)
("Sellers' Threshold Amount"), multiplied by (bb) his Ratable Percentage set
forth on Disclosure Schedule 11.1; provided that in the event the liability or
obligation exceeds the foregoing floor amount, Buyers may assert the full amount
of the claim (in excess of amounts paid, or to which Sellers or Buyers receive
notice within such period that payment will be made, pursuant to applicable
insurance policies) from the first dollar of such claim; and

              (ii) In no event shall any Seller be responsible for paying any
liability, obligation or other amount relating to a breach of representations
and warranties made by such Seller pursuant to Article VI to the extent such
amount exceeds such Seller's Maximum Article VI Liability Cap.

          (b) Non-Article VI Floor and Cap:

              (i) Buyers shall not assert any claim, or file or otherwise
commence any action, suit, proceeding or arbitration against any Seller with
respect to any matter arising from or relating to this Agreement or any Related
Document or in connection with closing any of the transactions contemplated
hereby, other than a breach of any representation or warranty made


                                       62
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pursuant to Article VI, unless and until the liability or obligation of such
claim equals or exceeds an amount equal to (aa) Three Million Dollars
($3,000,000) plus the amount of any insurance proceeds paid to Buyers within 120
days from the date the claim is filed (or to which Sellers or Buyers receive
notice within such time frame that payment will be made), multiplied by (bb) his
Ratable Percentage set forth on Disclosure Schedule 11.1; provided that in the
event the liability or obligation exceeds the foregoing floor amount, Buyers may
assert the full amount of the claim (in excess of amounts paid, or to which
Sellers or Buyers receive notice within such time period that payment will be
made pursuant to applicable insurance policies) from the first dollar of such
claim; and

              (ii) Each Seller shall only be responsible for paying any
liability, obligation or other amount with respect to any matter arising from or
relating to this Agreement or Related Documents, other than a breach of
representations and warranties made by such Seller pursuant to Article VI for
which the Sellers' Maximum Liability Cap is set forth in (a)(ii) above, in an
amount equal to such Non-Article VI Liability multiplied by his Ratable
Percentage; provided that no Seller shall be liable to the extent such amount
exceeds such Seller's Maximum Non-Article VI Liability Cap.

          (c) The Sellers Maximum Article VI Liability Cap and Maximum Non
Article VI Liability Cap are referred to in Section 4 of the Indemnification
Agreement as the "Applicable Sellers' Cap." Where an indemnity is subject to an
Applicable Sellers' Cap, reference shall be made to Section 11(a) or (b) of this
Agreement to determine the specific Applicable Sellers' Cap which shall apply.

          (d) Notwithstanding the foregoing limitations on liability or the
Applicable Sellers' Cap, Sellers shall be responsible for paying any and all
liabilities, obligations, and other amounts arising from or relating to (i)
clauses 4 and 5 of Exhibit A of the Indemnification Agreement, (ii) a failure to
close, as specified in Section 10.3(a)(iii), (iii) pursuant to Section 8.10(ii),
and (iv) with respect to matters addressed in the Tax Matters Agreement (which
shall be governed by the limits on liability set forth therein); provided that
any Seller's liability under Sections 11.1(d)(i), (ii) and (iii) shall not
exceed the amount of such liability multiplied by his Ratable Percentage set
forth on Disclosure Schedule 11.1.

          (e) Any amounts paid by any Seller as damages or pursuant to an
indemnification, including but not limited to amounts paid for breach of
representations and warranties, shall be counted against the floor amounts set
forth in Sections 11.1(a) or (b), as the case may be.

     11.2. As-is Condition.

          (a) Except for the Agreed Representations and Warranties (as defined
below), neither Sellers, nor anyone acting for, or on behalf of Sellers, has
made any representations, warranty, promise or statement, express or implied, to
Buyers, or to anyone acting for or on behalf of Buyers, and Buyers shall be
deemed to have agreed, and hereby do agree, to purchase the Acquired Business in
an "as is, where is" condition and "with all faults" in all respects, and
without


                                       63
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warranty or representation, express or implied, by Sellers. For purposes of this
Agreement, the term "Agreed Representations and Warranties" shall mean those
representations and warranties of Sellers which are specifically set forth in
this Agreement and/or in the documents to be delivered by Sellers at Closing.
Without limiting the foregoing, neither Sellers, nor anyone acting for, or on
behalf of Sellers, has made any representations, warranty, promise or statement,
express or implied, to Buyers, or to anyone acting for or on behalf of Buyers,
and Buyers shall be deemed to have agreed, and do hereby agree, that they are
closing the transactions contemplated by this Agreement without having obtained
all necessary Consents.

          (b) Without limiting the generality of the foregoing, except for the
Agreed Representations and Warranties, no representations or warranties have
been made or are made and no responsibility has been or is assumed by Sellers or
by any partner, officer, person, firm, agent or representative acting or
purporting to act on behalf of Sellers as to the condition or repair of the
Acquired Business or any Property or the value, expense of operation, or income
potential thereof or as to any other fact or condition which has or might affect
the Acquired Business or any Property or the condition, repair, value, expense
of operation or income potential of the Acquired Business or any Property or any
portion thereof. Except for the Agreed Representations and Warranties, Sellers
make no representations or warranties, express or implied, as to the suitability
or fitness of the Acquired Business or any Property for Buyer's intended use.

          (c) The parties agree that all understandings and agreements
heretofore made between them or their respective agents or representatives are
merged in this Agreement and the Exhibits hereto annexed, which alone fully and
completely express their agreement, and that this Agreement has been entered
into after full investigation, or with the parties satisfied with the
opportunity afforded for investigation, neither party relying upon any statement
or representation by the other unless such statement or representation is
specifically embodied in this Agreement, the Exhibits annexed hereto, or the
documents to be delivered at Closing. Except for the Agreed Representations and
Warranties, Sellers make no representations or warranties as to whether the
Properties contain asbestos or harmful or toxic substances or pertaining to the
extent, location or nature of same. Further, to the extent that Sellers have
provided to Buyers information from any inspection, engineering or environmental
reports concerning asbestos or harmful or toxic substances, Sellers make no
representations or warranties with respect to the accuracy or completeness,
methodology of preparation or otherwise concerning the contents of such reports.
Buyers acknowledge that Sellers have permitted Buyers to inspect fully the
Properties and investigate all matters relating to the physical condition and
operations of the Properties and Buyers will rely solely upon the results of
Buyers' own inspections or other information obtained or otherwise available to
Buyers, rather than any information that may have been provided by Sellers to
Buyers.

          (d) Except for the Agreed Representations and Warranties and the
indemnity provided by Sellers under the Indemnification Agreement, Buyers waive
and release Sellers from any present or future claims arising from or relating
to the presence or alleged presence of asbestos or other harmful or toxic
substances in, on, under or about the Properties including, without limitation,
any such claims under or on account of (i) the Comprehensive Environmental
Response,


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Compensation and Liability Act of 1980, as the same may have been or may be
amended from time to time, and similar state statutes, and any regulations
promulgated thereunder, (ii) any other federal, state or local law, ordinance,
rule or regulation, now or hereafter in effect, that deals with or otherwise in
any manner relates to, environmental matters of any kind, or (iii) this
Agreement or the common law.

     11.3. No Reliance. Notwithstanding any of the representations or warranties
made by Sellers in this Agreement, or the terms or provisions of any Related
Document, Buyers hereby acknowledge and agree that: (a) an Affiliate of AIMCO is
the property manager for the Properties, and (b) to the extent that AIMCO has or
should have knowledge (whether implied, imputed or constructive) with respect to
any of the matters covered by any of the representations or warranties of
Sellers contained in this Agreement, or the terms or provisions of any Related
Document, then each of such representations and warranties shall automatically
be deemed to be qualified and modified by such knowledge, and Buyers shall be
deemed to have waived their rights to rely upon the applicable representation
and warranty to the extent to which AIMCO had or is deemed to have had knowledge
of inaccuracies with respect to the Properties.

     11.4. Survival of Representations and Warranties; Reliance by Buyers.

          (a) Buyers and Sellers agree that all of the representations and
warranties of Buyers and Sellers as set forth in Articles V, VI and VII of this
Agreement and those set forth in any Related Document (other than the Tax
Matters Agreement) shall survive for a period of one (1) year following the
Closing, and that any claims, demands, actions or causes of action must be filed
in a court of competent jurisdiction and served on the Sellers or Buyers on or
prior to such date. Notwithstanding the foregoing, Sellers' representations set
forth in Section 5.17 shall not survive the Closing. All material
representations and warranties contained in this Agreement shall be deemed to
have been relied upon subject to any investigation heretofore or prior to
Closing made on behalf of the party so relying. Each party shall promptly notify
the other of any facts or circumstances of which they obtain actual knowledge
prior to the Closing Date which render any of the representations and warranties
made by them inaccurate in any material respect. Notwithstanding anything to the
contrary contained herein, in the event any party obtains actual knowledge prior
to Closing (from whatever source) that contradicts any of the foregoing
representations and warranties, or renders any of the foregoing representations
and warranties untrue or incorrect, and such party nevertheless proceeds to
Closing, such party shall be deemed to have waived its right to rely upon the
applicable representation and warranty to the extent to which it had actual
knowledge of inaccuracies prior to the Closing.

          (b) Each party shall have the right, prior to Closing, to give written
notice of any changed facts or circumstances occurring after the Effective Date
with respect to any of the representations and warranties made in this
Agreement, which changed facts or circumstances ("Changed Conditions") would
otherwise prevent them from remaking the representations and warranties as of
the Closing Date. If such Changed Conditions result from circumstances which are
beyond such party's control, then the failure to remake the applicable
representation(s) and


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warranty(ies) shall not be deemed a breach of this Agreement (although it could
nonetheless result in the failure of a condition).

     11.5. Attachments; Exhibits; Schedules. To the extent that any schedule,
attachment or exhibit contains information that pertains to a representation or
warranty not referenced in that schedule, attachment or exhibit, Buyers and
Sellers specifically acknowledge and agree that the information contained in
such schedule, attachment or exhibit shall qualify all representations and
warranties of Sellers and Buyers contained in this Agreement and not merely the
representation and warranty referenced therein.

                                  ARTICLE XII.
                            MISCELLANEOUS PROVISIONS

     12.1. Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed and enforced in accordance
with the laws of the State of Maryland, without regard to its principles of
conflicts of law; provided, however, that any matters relating to the transfer
of interests in any entity shall be governed by the laws of the jurisdiction of
formation of the such entity.

     12.2. Entire Agreement. This Agreement, including the exhibits and
Disclosure Schedules attached hereto, and the Related Documents, constitutes the
entire agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, letters of intent, negotiations
and discussions, whether oral or written, of the parties, and there are no
warranties, representations or other agreements, express or implied, made to
either party by the other party in connection with the subject matter hereof
except as specifically set forth herein or in the documents delivered pursuant
hereto or in connection herewith. Notwithstanding the foregoing, the execution
and delivery of this Agreement and any Related Documents shall not be deemed to
modify, amend or integrate the terms of any existing agreement between Buyers
and Sellers or any of their Affiliates, including without limitation the
shareholders' agreements of OHC and ORFG or any property management agreement to
which a Property-Owning Entity is a party.

     12.3. Modification; Waiver. No supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.

     12.4. Notices. Unless otherwise provided for herein, all notices, claims,
certificates, requests, demands and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been given (i) three
(3) days after the date of mailing, if sent by registered or certified mail,
postage prepaid, with return receipt requested; (ii) when delivered, if
delivered personally; (iii) when transmitted, if sent by facsimile if a
confirmation of transmission is produced


                                       66
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by the sending machine (and a copy of such facsimile is promptly sent by another
means specified herein); (iv) on the first business day following the date of
sending, if sent by overnight U.S. Postal Service mail or nationally recognized
overnight courier service; in each case to the address set forth below:

    if to any of Buyers, to:

                               Apartment Investment and Management Company
                               2000 South Colorado Boulevard
                               Tower Two; Suite 2 - 1000
                               Denver, Colorado  80222
                               Attention: Mr. Terry Considine
                               Telephone:  (303) 757-8600; Fax:  (303) 692-0786

    And
                               Apartment Investment and Management Company
                               18350 Mt. Langley Ave.
                               Suite 220
                               Fountain Valley, CA 92708
                               Attention:  Mr. Peter K. Kompaniez
                               Telephone: (714) 593-1733; Fax (714) 593-1703
    with a copy to:
                               Skadden, Arps, Slate, Meagher & Flom LLP
                               Four Times Square
                               New York, New York  10036
                               Attention:  Audrey L. Sokoloff, Esq.
                               Telephone:  (212) 735-3000; Fax: (212) 735-2000
    if to any of Sellers, to:
                               Oxford Realty Financial Group, Inc.
                               7200 Wisconsin Avenue, 11th Floor
                               Bethesda, Maryland 20814-4815
                               Attention: Mr. Leo Zickler, Mr. Francis Lavin,
                               Mr. Robert B. Downing, Mr. Mark E. Schifrin,
                               Mr. Marc B. Abrams, and Mr. Richard R. Singleton
                               Telephone: (301) 654-3100; Fax: (301) 951-3495
    with a copy to:
                               Hale and Dorr LLP
                               1455 Pennsylvania Avenue, N.W.
                               Washington, District of Columbia 20004
                               Attention: Steven Snider, Esq.
                               Telephone: 2029428400; Fax (202) 942-8484

or to such other address or such other person as the addressee party shall have
last designated by notice to the other party.


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     12.5. Expenses. Whether or not the transactions contemplated by this
Agreement shall be consummated, all fees and expenses incurred by any party
hereto in connection with this Agreement shall be borne by such party.

     12.6. Assignment. No party hereto shall have the right, power, or authority
to assign or pledge this Agreement or any portion of this Agreement, or to
delegate any duties or obligations arising under this Agreement, voluntarily,
involuntarily, or by operation of law, without the prior written consent of the
other parties hereto, which consent may be granted or withheld in such parties'
sole discretion; provided, however, Buyers may, upon providing not less than two
days' prior written notice to Sellers, assign their rights under this Agreement
to any Oxford Entity or a controlled Affiliate of any Buyer; provided further,
however, no such assignment by any Buyer shall relieve Buyers of any of their
obligations hereunder.

     12.7. Survival of Covenants. All covenants and undertakings of the parties
set forth herein which are required to be performed subsequent to the Closing
Date, including but not limited to indemnification obligations, and those
obligations set forth in Sections 2.3, 2.6, 4.1(c), 7.14, 8.10, 8.11, 8.13,
8.17, and 12.20, and in the Indemnification Agreement shall survive the Closing,
subject to the provisions of Section 6 of the Indemnification Agreement.

     12.8. Intentionally Omitted.

     12.9. Successors and Assigns. Subject to Section 12.6 and the limitations
set forth elsewhere in this Agreement, all of the rights, duties, benefits,
liabilities and obligations of the parties shall inure to the benefit of, and be
binding upon, their respective successors, permitted assigns, heirs and legal
representatives.

     12.10. 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.

     12.11. Headings. The Section headings of this Agreement are for convenience
of reference only and shall not be deemed to modify, explain, restrict, alter or
affect the meaning or interpretation of any provision hereof.

     12.12. Disclosure Memorandum. Any references to a Disclosure Schedule
contained in this Agreement shall be deemed to be a reference to the
corresponding Disclosure Schedule contained in the Disclosure Memorandum.

     12.13. Time of Essence. Time shall be of the essence with respect to all
matters contemplated by this Agreement.


                                       68
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     12.14. Construction. This Agreement shall not be construed more strictly
against one party hereto than against any other party hereto merely by virtue of
the fact that it may have been prepared by counsel for one of the parties.

     12.15. Exhibits. All exhibits attached hereto are hereby incorporated by
reference as though set out in full herein.

     12.16. Attorneys' Fees. In the event Buyers or Sellers file or otherwise
commence any action, suit, proceeding or arbitration against the other for any
claim or matter arising from or relating to this Agreement, or any other
document, instrument or agreement entered into by the parties pursuant to or in
connection with this Agreement, the prevailing party shall be entitled to
recover such sums, in addition to any other damages or compensation received, as
will reimburse the prevailing party for reasonable attorney's fees and costs of
such action, suit, proceeding or arbitration incurred on account thereof.

     12.17. Seller's Knowledge. Whenever used herein, knowledge of Seller or the
best knowledge of Seller or words of similar import shall be limited to the
actual (as distinguished from implied, imputed or constructive) specific
knowledge of the individual Seller making the specific representation and
warranty, without duty of inquiry or any independent investigation, whether or
not expressly referred to in this Agreement.

     12.18. Jurisdiction and Venue. The parties hereto hereby irrevocably
consent to the non- exclusive jurisdiction of any state or federal court located
within the State of Maryland and consent that all such Service of process be
made by registered mail in accordance with the provisions of Section 12.4. To
the extent permitted by law, the parties hereto waive any objection to venue of
any action instituted hereunder.

     12.19. No Third Party Beneficiaries. Nothing in this Agreement is intended
to or shall be construed to create any right in any Person other than a party
hereto to rely upon any of the terms and conditions of this Agreement or to
bring any action to enforce any term or condition of this Agreement.

     12.20. Escrow Agent.

            (a) Escrow Agent shall act on behalf of Buyers and Sellers with
respect to the Deposit, Closing Escrow and Holdback Agreement in accordance with
the terms of this Agreement and the Holdback Agreement.

            (b) The Escrow Agent may rely upon, and shall not be liable for
acting or refraining from acting upon, any written notice, instruction or
request or other paper furnished to it hereunder or under the Holdback Agreement
and reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties. The Escrow Agent shall be responsible for
holding and disbursing the Deposit, and all accrued interest thereon pursuant to
this Agreement, and


                                       69
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any funds escrowed pursuant to the Holdback Agreement (collectively the
"Escrowed Funds") but in no event shall it be liable for any exemplary or
consequential damages in excess of the Escrow Agent's fee hereunder. The Escrow
Agent is not responsible or liable in any manner whatever for the sufficiency,
correctness, genuineness or validity of the subject matter of this Agreement or
any part hereof or for the form of execution hereof, or for the identity or
authority of any person executing or depositing the same. The Escrow Agent shall
have no liability for any loss arising from any cause beyond its control,
including, but not limited to, the following: (a) the act, failure or neglect of
any other party hereto or any agent or correspondent prudently selected by the
Escrow Agent for the remittance of funds; (b) any delay, error, omission or
default of any mail, courier, telegraph, cable or wireless agency or operator;
or (c) the acts or edicts of any Governmental Authority or other group
exercising governmental powers.

            (c) Should any controversy arise involving the parties hereto or any
of them or any other person, firm or entity with respect to this Agreement or
the Holdback Agreement or the Escrowed Funds, the Escrow Agent shall comply with
the terms of and act pursuant to Section 2.6 and the Holdback Agreement, as
applicable, above.

            (d) The Escrow Agent shall be compensated in accordance with the fee
schedule attached hereto as Exhibit CC. The Buyers and the Sellers jointly and
severally hereby agree to pay the fees of and expenses incurred by the Escrow
Agent in performing its obligations or enforcing its rights hereunder and to
reimburse the Escrow Agent for all fees and expenses, including reasonable
attorneys' fees, incurred by the Escrow Agent in connection with the
preparation, operation, administration and enforcement of this Agreement and the
Holdback Agreement and its obligations hereunder. As between the Buyers and the
Sellers, the fees and expenses of the Escrow Agent shall be paid one-half by the
Buyers and one-half by the Sellers.

            (e) The Escrow Agent may consult with its counsel or other counsel
satisfactory to it concerning any question relating to its duties or
responsibilities hereunder or otherwise in connection herewith.

            (f) The Escrow Agent may resign hereunder upon 30 days' prior notice
to the other parties hereto. Upon the effective date of such resignation, the
Escrow Agent shall deliver the Escrowed Funds and all accrued interest thereon
to any substitute escrow agent designated by the other parties hereto. If the
other parties hereto fail to designate a substitute escrow agent within 30 days
after the giving of such notice, the Escrow Agent may institute a bill of
interpleader. The Escrow Agent's sole responsibility after the notice period
expires shall be to keep safely the Escrowed Funds and all accrued interest
thereon and to deliver the same to a designated substitute escrow agent, if any,
or in accordance with the directions of a final order or judgment of a court of
competent jurisdiction, at which time the Escrow Agent's obligations hereunder
shall cease and terminate.

     12.21. JURY TRIAL WAIVER. EACH BUYER AND SELLER AND ALL PERSONS CLAIMING
BY, THROUGH OR UNDER EACH BUYER AND SELLER, HEREBY


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EXPRESSLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION OF
THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT (AS
NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT
OR OTHERWISE; AND EACH BUYER AND SELLER HEREBY AGREES AND CONSENTS THAT AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER OF ANY RIGHT TO TRIAL BY
JURY. EACH BUYER AND SELLER ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL
COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER
IS AN ESSENTIAL INDUCEMENT FOR THE OTHER EXECUTING THIS AGREEMENT. THIS WAIVER
SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


                                       71
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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:
                                            ----------------------------------
                                            Peter K. Kompaniez
                                            President

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

                                   By:      AIMCO-GP, Inc.
                                            its general partner

                                            By:
                                                     -------------------------
                                                     Peter K. Kompaniez
                                                     President

                                   NHP MANAGEMENT COMPANY, a District
                                   of Columbia corporation

                                   By:
                                            ----------------------------------
                                            Patrick Foye
                                            Vice President

                                   AIMCO/NHP PROPERTIES, INC.,
                                   a Delaware corporation
- -
                                   By:
                                            ----------------------------------
                                            Peter K. Kompaniez
                                            President



                                       72
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                                           SELLERS:



                                           ------------------------------------
                                                    Leo E. Zickler

                                           ------------------------------------
                                                   Francis P. Lavin

                                           ------------------------------------
                                                   Robert B. Downing

                                           ------------------------------------
                                                    Mark E. Schifrin

                                           ------------------------------------
                                                     Marc B. Abrams

                                           ------------------------------------
                                                  Richard R. Singleton

                                           ESCROW AGENT:

                                           Chicago Title Insurance Company

                                           By:
                                              ---------------------------------
                                              Name:  Eric Taylor
                                              Title:
                                                    ---------------------------



                                       73
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                                   Exhibit 2.1

                                 ACQUIRED ASSETS


                                       74
   83

                        Disclosure Schedule Definition 1
                             Excluded Oxford Assets


     1. That certain Lancaster Heights Note # 6 Non-Negotiable Purchase Money
Promissory Note Personal Property in the original principal amount of
$1,063,195, made by Lancaster Heights Associates, an Illinois limited
partnership, and payable to Oxford Properties Corporation (as assignee of Oxford
Development Corporation), dated September 28, 1984, which has an outstanding
principal balance as of the date hereof of $838,112, and accrued but unpaid
interest thereon of $1,154,314, together with any security therefor.

     2. All right, title and interest in and to any license, and any other
privilege or right relating to the use of Suite 340 at the MCI Center,
Washington, DC.

     3. Books and publications (but not financial books, records of the Oxford
Entities, and financial models and proprietary materials relating to the
Acquired Business or the Acquired Assets (whether paper or electronic form)),
and subject to the License Agreement (FF&E) the following: computer hardware,
software and peripherals, and telephones, televisions, projectors, VCRs and
other telecommunications devices identified on Exhibit 1 of Disclosure Schedule
Definition 1.

     4. The following furniture, fixtures, artwork, office supplies, and postage
machines and any related cash deposits identified on Exhibit 2 of Disclosure
Schedule Definition 1, specifically excluding all such items subject to
equipment leases, etc.

     5. Subject to the License Agreement (Oxford), all right, title and interest
of OHC, ORFG and any subsidiary thereof to any trademarks or tradenames which
contain the word, "Oxford."

     6. All of Oxford Investment Corporation's direct and indirect interest in
Dutton-Oxford Limited Partnership.


                                       75
   84

                        Disclosure Schedule Definition 2
                             Excluded Seller Assets

     1. All partnership interests in the Employee Partnerships, other than the
general partner interests in such entities owned by OHC, ORFG or any subsidiary
thereof.

     2. All interests of Zickler and Oxford Investment Corporation in Longwood
II-Oxford Associates Limited Partnership.

     3. All BAC Options of OTEF owned by any of the current employees of ORFG
Operations, L.L.C., including without limitation, any of the Sellers;

     4. All BACs of OTEF and investor limited partnership interests in any of
the Property- Owning Entities;

     5. Zickler's ownership interest in the American Real Estate Exchange, Inc.
and related computer equipment, and CBI Corporation.

     6. All of Zickler's direct and indirect ownership interest in Dutton-Oxford
Limited Partnership.

     7. All direct ownership interests in, and assets of, Oxford Securities
Corporation.

     8. All employee benefits identified on Disclosure Schedule 5-8Ai.



                                       76
   85

                             Disclosure Schedule 3.1

     1. Oxparc Entities. On or before the Closing Date, each Oxparc Entity that
receives fees from an OAMCO General Partner that holds a twenty-five percent
interest in the profits, losses and distributions of a Property Owning Entity
may distribute the 25% Fee Agreements to their members in a restructuring agreed
upon by Buyers and Sellers; provided, however, that no party shall be obligated
to agree upon any such restructuring that would result in cost, expense or
liability to any party (including third party partners) and, in the case of
AIMCO, that could adversely affect its REIT Status.

     2. Distributions of Excluded Oxford Assets. On or before the Closing Date,
but in any event prior to the Closing, Sellers shall cause the applicable Oxford
Entities to make certain dividends or distributions to Sellers such that title
to each Excluded Oxford Asset shall be held by Sellers (or their designee). Any
costs or expenses relating to such dividends and distributions shall be paid by
the Sellers.

     3. Dissolution of Inactive Oxford Entities. On or before the Closing Date,
but in any event prior to Closing, Sellers shall file certificates of
dissolution for the inactive Oxford Entities listed on Disclosure Schedule 3.3
(the "Dissolved Entities"), none of which conducts any current, active business
or has any current contractual obligations or liabilities.

     4. Liquidation of Class B Limited Partnership. On or before the Closing
Date, The Class B Limited Partnership shall distribute to Sellers in complete
liquidation all of the Class B common stock of Oxford Realty Financial Group,
Inc. held by The Class B Limited Partnership.

     5. Curative Amendments to Property-Owning Entities. On or before the
Closing Date, Sellers shall cause to be filed amendments to those partnership
agreements of Property-Owning Entities that in the opinion of counsel to the
Property-Owning Entities may be filed to cure certain ambiguities relating to
the rights of general partners to withdraw from such Property-Owning Entities.

     6. Liquidation of Lavin Zickler Partners I Limited Partnership. On or
before the Closing Date, and except as provided for in the Related Documents,
Zickler and Lavin shall cause the Lavin Zickler Partnership to liquidate and
distribute its assets, as follows: (i) undivided fractional interests in the
Zickler Subordinated Note shall be distributed approximately 75% to Zickler and
25% to Lavin, and (ii) the general partner interests identified as Zickler
Interests shall be distributed to Zickler, and the remaining general partner
interests identified as Lavin Interests shall be distributed to Zickler, as
nominee for Lavin pursuant to that certain Nominee Agreement, dated as of the
Closing Date. The parties contemplate that Zickler, as nominee, shall contribute
the Lavin Interests to AIMCO OP in exchange for OP Units that will be issued in
the name of Francis P. Lavin and distributed to Lavin in liquidation of the
Lavin Zickler Partnership.


                                       77
   86

     7. Termination of Sellers' Obligations. On or before the Closing Date,
Sellers shall cause ORFG and OHC to redeliver to Sellers any and all original
notes executed by Sellers, marked paid and canceled, and a termination agreement
with respect to all security agreements, guaranty agreements and all other
collateral documents relating to said notes. Buyers hereby consent to such
actions.

     8. Assignment of Trademarks. On or before the Closing Date, Sellers shall
cause ORFG and OHC to execute and deliver the Assignment of Trademarks pursuant
to which ORFG and OHC shall sell, transfer, assign and convey all of their
respective right, title and interest in and to all trademarks owned by such
entities.

     9. REIT Requirements. Sellers shall cooperate with Buyers to effect any
pre-closing restructuring that AIMCO deems necessary to avoid any adverse effect
on AIMCO's REIT status, provided that such cooperation shall be at no cost,
including any out-of-pocket costs and/or tax liability, to Sellers or the Oxford
Entities.

     10. ORFG Operations L.L.C. On or before the Closing Date, Sellers may cause
ORFG Operations L.L.C. to distribute certain Acquired Assets owned and held by
ORFG Operations L.L.C. on the date hereof to the members of ORFG Operations
L.L.C.

     11. HUD Matters. Buyers and Sellers will cooperate to effect any
pre-Closing restructuring which they agree upon as reasonably necessary to
obtain or facilitate HUD Approvals; provided, however, that no party shall be
obligated to agree upon any restructuring that could result in cost, expense or
liability to any party and, in the case of AIMCO, that could adversely affect
its REIT Status.


                                       78
   87

                             DISCLOSURE SCHEDULE 4.3


                          REQUIRED CONSENTS OF BUYERS:

         General Electric

         CNA



                          REQUIRED CONSENTS OF SELLERS:

         General Electric

         CNA

         FNMA

         Banco Santander

         Merrill Lynch

         Conduit loans originally securitized by DLJ, First Union, Nomura and
           Merrill Lynch

         Northwestern Mutual

         CIGNA



                                       79

EX-10.1

   1

                                                                    EXHIBIT 10.1

                           THIRTEENTH AMENDMENT TO THE
                     THIRD AMENDED AND RESTATED AGREEMENT OF
                  LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.


         This THIRTEENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of August 7, 2000
(this "Amendment"), is being executed by AIMCO-GP, Inc., a Delaware corporation
(the "General Partner"), as the general partner of AIMCO Properties, L.P., a
Delaware limited partnership (the "Partnership"), pursuant to the authority
conferred on the General Partner by Section 7.3.C(7) of the Third Amended and
Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of
July 29, 1994, as amended and/or supplemented from time to time (the
"Agreement"). Capitalized terms used, but not otherwise defined herein, shall
have the respective meanings ascribed thereto in the Agreement.

         WHEREAS, pursuant to Section 4.2.A of the Agreement, the General
Partner is authorized to determine the designations, preferences and relative,
participating, optional or other special rights, powers and duties of
Partnership Preferred Units.

         NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         (1) The Agreement is hereby amended by the addition of a new exhibit,
entitled "Exhibit X," in the form attached hereto, which shall be attached to
and made a part of the Agreement.

         (2) Except as specifically amended hereby, the terms, covenants,
provisions and conditions of the Agreement shall remain unmodified and continue
in full force and effect and, except as amended hereby, all of the terms,
covenants, provisions and conditions of the Agreement are hereby ratified and
confirmed in all respects.

         IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.

                                           THE GENERAL PARTNER:

                                           AIMCO-GP, INC.



                                           By: /s/ PETER K. KOMPANIEZ
                                              --------------------------------
                                              Name: Peter K. Kompaniez
                                              Title: President and Vice Chairman





   2



                                    EXHIBIT X

                         PARTNERSHIP UNIT DESIGNATION OF
                  THE CLASS SIX PARTNERSHIP PREFERRED UNITS OF
                             AIMCO PROPERTIES, L.P.


         1.       Number of Units and Designation.

         A class of Partnership Preferred Units is hereby designated as "Class
Six Partnership Preferred Units," and the number of Partnership Preferred Units
constituting such class shall be 900,000.

         2.       Definitions.

         Capitalized terms used and not otherwise defined herein shall have the
meanings assigned thereto in the Third Amended and Restated Agreement of Limited
Partnership of AIMCO Properties, L.P. as amended, supplemented or restated from
time to time (the "Agreement"), as modified by this Partnership Unit Designation
and the defined terms used herein. For purposes of this Partnership Unit
Designation, the following terms shall have the respective meanings ascribed
below:

         "Adjustment Factor" means 1.0; provided, however, that in the event
that:

         (i) the Previous General Partner (a) declares or pays a dividend on its
outstanding REIT Shares in REIT Shares or makes a distribution to all holders of
its outstanding REIT Shares in REIT Shares, (b) splits or subdivides its
outstanding REIT Shares or (c) effects a reverse stock split or otherwise
combines its outstanding REIT Shares into a smaller number of REIT Shares, the
Adjustment Factor shall be adjusted by multiplying the Adjustment Factor
previously in effect by a fraction, (i) the numerator of which shall be the
number of REIT Shares issued and outstanding on the record date for such
dividend, distribution, split, subdivision, reverse split or combination
(assuming for such purposes that such dividend, distribution, split,
subdivision, reverse split or combination has occurred as of such time) and (ii)
the denominator of which shall be the actual number of REIT Shares (determined
without the above assumption) issued and outstanding on the record date for such
dividend, distribution, split, subdivision, reverse split or combination;

         (ii) the Previous General Partner distributes any rights, options or
warrants to all holders of its REIT Shares to subscribe for or to purchase or to
otherwise acquire REIT Shares (or other securities or rights convertible into,
exchangeable for or exercisable for REIT Shares) at a price per share less than
the Value of a REIT Share on the record date for such distribution (each a
"Distributed Right"), then the Adjustment Factor shall be adjusted by
multiplying the Adjustment Factor previously in effect by a fraction (a) the
numerator of which shall be the number of REIT Shares issued and outstanding on
the record date plus the maximum number of REIT Shares purchasable under such
Distributed Rights and (b) the denominator of which shall be the number of REIT
Shares issued and outstanding on the record date plus a fraction (1) the
numerator of which is the maximum number of REIT Shares purchasable under such
Distributed Rights times the minimum purchase price per REIT Share under such
Distributed Rights and (2) the denominator of which is the Value of a REIT Share
as of the record date; provided, however, that, if any such Distributed Rights
expire or become no longer exercisable, then the Adjustment Factor shall be
adjusted, effective retroactive to the date of distribution of the Distributed
Rights, to reflect a reduced maximum number of REIT Shares or any change in the
minimum purchase price for the purposes of the above fraction; and


                                       X-1

   3



         (iii) the Previous General Partner shall, by dividend or otherwise,
distribute to all holders of its REIT Shares evidences of its indebtedness or
assets (including securities, but excluding any dividend or distribution
referred to in subsection (i) above), which evidences of indebtedness or assets
relate to assets not received by the Previous General Partner, the General
Partner and/or the Special Limited Partner pursuant to a pro rata distribution
by the Partnership, then the Adjustment Factor shall be adjusted to equal the
amount determined by multiplying the Adjustment Factor in effect immediately
prior to the close of business on the date fixed for determination of
shareholders entitled to receive such distribution by a fraction (i) the
numerator shall be such Value of a REIT Share on the date fixed for such
determination and (ii) the denominator shall be the Value of a REIT Share on the
dates fixed for such determination less the then fair market value (as
determined by the General Partner, whose determination shall be conclusive) of
the portion of the evidences of indebtedness or assets so distributed applicable
to one REIT Share.

         Any adjustments to the Adjustment Factor shall become effective
immediately after the effective date of such event, retroactive to the record
date, if any, for such event.

         "Assignee" shall mean a Person to whom one or more Preferred Units have
been Transferred in a manner permitted under the Agreement, but who has not
become a Substituted Limited Partner, and who has the rights set forth in
Section 11.5 of the Agreement.

         "Cash Amount" shall mean, with respect to any Tendered Units, cash in
an amount equal to the sum of (x) the product of (i) the number of Tendered
Units, multiplied by (ii) the Liquidation Preference for a Preferred Unit, plus,
(y) if positive, the product of (i) the number of Tendered Units, multiplied by
(ii) the Liquidation Preference for a Preferred Unit (excluding any accumulated,
accrued or unpaid distributions), multiplied by (iii) the quotient obtained by
dividing (a) the amount by which the Market Value of a Common Share, calculated
as of the date of receipt by the General Partner of a Notice of Redemption for
such Tendered Units, exceeds $50, by (b) $50.

         "Class Six Partnership Preferred Unit" or "Preferred Unit" shall mean a
Partnership Preferred Unit with the designations, preferences and relative,
participating, optional or other special rights, powers and duties as are set
forth in this Partnership Unit Designation.

         "Common Shares" shall mean the shares of Class A Common Stock of the
Previous General Partner.

         "Common Shares Amount" shall mean, with respect to any Tendered Units,
a number of Common Shares equal to the quotient obtained by dividing (i) the
Cash Amount for such Tendered Units, by (ii) the Market Value of a Common Share
calculated as of the date of receipt by the General Partner of a Notice of
Redemption for such Tendered Units.

         "Conversion Price" shall mean, as of any date, the quotient obtained by
dividing $50 by the Adjustment Factor in effect as of such date.

         "Current Market Price" of a share of any Equity Stock shall mean the
closing price, regular way on such day, or, if no sale takes place on such day,
the average of the reported closing bid and asked prices, regular way, on such
day, in either case as reported on the principal national securities exchange on
which such securities are listed or admitted for trading, or, if such security
is not quoted on any national securities exchange, on the NASDAQ National Market
or if such security is not quoted on the NASDAQ National Market, the average of
the closing bid and asked prices on such day in the over-the-counter market as
reported by NASDAQ or, if bid and asked prices for each security on such


                                       X-2

   4



day shall not have been reported through NASDAQ, the average of the bid and
asked prices on such day as furnished by any New York Stock Exchange or National
Association of Securities Dealers, Inc. member firm regularly making a market in
such security selected for such purpose by the Chief Executive Officer of the
General Partner or the Board of Directors of the General Partner or if any class
or series of securities are not publicly traded, the fair value of the shares of
such class as determined reasonably and in good faith by the Board of Directors
of the General Partner.

         "Cut-Off Date" shall mean the fifth (5th) Business Day after the
General Partner's receipt of a Notice of Redemption.

         "Declination" shall have the meaning set forth in Section 6(f) of this
Partnership Unit Designation.

         "Distribution Payment Date" shall have the meaning set forth in Section
4(a) of this Partnership Unit Designation.

         "Equity Stock" shall mean one or more shares of any class of capital
stock of the Previous General Partner.

         Internal Rate of Return" shall mean, as of any determination date, the
effective discount rate under which the present value of the Inflows associated
with an outstanding Class Six Partnership Preferred Unit equals $25. For
purposes of calculation of Internal Rate of Return, "Inflows" shall mean (a) all
distributions (whether paid in cash or property) that have been received in
respect of such unit, (b) the cash payment in respect of distributions payable
on such unit pursuant to Section 7(b)(iii) hereof if such unit were converted to
Partnership Common Units on the determination date, and (c) the amount by which
the Market Value of a REIT Share, as of the determination date, exceeds the
Conversion Price then in effect. For purposes of calculating the amounts of any
Inflows, all distributions received in property shall be deemed to have a value
equal to the Market Value of such distributions as of the date such distribution
is received. Neither the fact of any transfer of any units of the Class Six
Partnership Preferred Units nor the amount of any consideration received by the
holder thereof or paid by any successor holder in connection with any transfer
shall affect the calculation of Internal Rate of Return.

         "Junior Partnership Units" shall have the meaning set forth in Section
3(c) of this Partnership Unit Designation.

         "Liquidation Preference" shall have the meaning set forth in Section
5(a) of this Partnership Unit Designation.

         "Majority in Interest of the Limited Partners" means Limited Partners
(other than (i) the Special Limited Partner and (ii) any Limited Partner fifty
percent (50%) or more of whose equity is owned, directly or indirectly, by the
(a) General Partner or (b) any REIT as to which the General Partner is a
"qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)))
holding more than fifty percent (50%) of the outstanding Partnership Common
Units, Class I High Performance Partnership Units, Class Six Partnership
Preferred Units and all other outstanding classes of Partnership Units held by
all Limited Partners (other than (i) the Special Limited Partner and (ii) any
Limited Partner fifty percent (50%) or more of whose equity is owned, directly
or indirectly, by (a) the General Partner or (b) any REIT as to which the
General Partner is a "qualified REIT subsidiary" (within the meaning of Code
Section 856(i)(2))).



                                       X-3

   5



         "Market Value" shall mean, as of any calculation date and with respect
to any share of stock, the average of the daily market prices for ten (10)
consecutive trading days (or twenty (20) consecutive Trading Days for purposes
of calculating "Internal Rate of Return") immediately preceding the calculation
date. The market price for any such trading day shall be:

                  (i) if the shares are listed or admitted to trading on any
         securities exchange or The Nasdaq Stock Market's National Market
         System, the closing price, regular way, on such day, or if no such sale
         takes place on such day, the average of the closing bid and asked
         prices on such day, in either case as reported in the principal
         consolidated transaction reporting system,

                  (ii) if the shares are not listed or admitted to trading on
         any securities exchange or The Nasdaq Stock Market's National Market
         System, the last reported sale price on such day or, if no sale takes
         place on such day, the average of the closing bid and asked prices on
         such day, as reported by a reliable quotation source designated by the
         General Partner, or

                  (iii) if the shares are not listed or admitted to trading on
         any securities exchange or The Nasdaq Stock Market's National Market
         System and no such last reported sale price or closing bid and asked
         prices are available, the average of the reported high bid and low
         asked prices on such day, as reported by a reliable quotation source
         designated by the General Partner, or if there shall be no bid and
         asked prices on such day, the average of the high bid and low asked
         prices, as so reported, on the most recent day (not more than ten (10)
         days prior to the date in question) for which prices have been so
         reported;

provided, however, that, if there are no bid and asked prices reported during
the ten (10) days prior to the date in question, the Market Value of the shares
shall be determined by the General Partner acting in good faith on the basis of
such quotations and other information as it considers, in its reasonable
judgment, appropriate; provided, further, that the General Partner is authorized
to adjust the market price for any trading day as may be necessary, in its
judgment, to reflect an event that occurs at any time after the commencement of
such ten day period that would unfairly distort the Market Value, including,
without limitation, a stock dividend, split, subdivision, reverse stock split,
or share combination.

         "Notice of Redemption" shall mean a Notice of Redemption in the form of
Annex I to this Partnership Unit Designation.

         "Parity Partnership Units" shall have the meaning set forth in Section
3(b) of this Partnership Unit Designation.

         "Partnership" shall mean AIMCO Properties, L.P., a Delaware limited
partnership.

         "Primary Offering Notice" shall have the meaning set forth in Section
6(h)(4) of this Partnership Unit Designation.

         "Public Offering Funding" shall have the meaning set forth in Section
6(f)(2) of this Partnership Unit Designation.

         "Redemption" shall have the meaning set forth in Section 6(b) of this
Partnership Unit Designation.



                                       X-4

   6



         "Registrable Shares" shall have the meaning set forth in Section
6(f)(2) of this Partnership Unit Designation.

         "Senior Partnership Units" shall have the meaning set forth in Section
3(a) of this Partnership Unit Designation.

         "Single Funding Notice" shall have the meaning set forth in Section
6(f)(3) of this Partnership Unit Designation.

         "Specified Redemption Date" shall mean, with respect to any Redemption,
the later of (a) the tenth (10th) Business Day after the receipt by the General
Partner of a Notice of Redemption or (b) in the case of a Declination followed
by a Public Offering Funding, the Business Day next following the date of the
closing of the Public Offering Funding; provided, however, that the Specified
Redemption Date, as well as the closing of a Redemption, or an acquisition of
Tendered Units by the Previous General Partner pursuant to Section 5 hereof, on
any Specified Redemption Date, may be deferred, in the General Partner's sole
and absolute discretion, for such time (but in any event not more than one
hundred fifty (150) days in the aggregate) as may reasonably be required to
effect, as applicable, (i) a Public Offering Funding or other necessary funding
arrangements, (ii) compliance with the Securities Act or other law (including,
but not limited to, (a) state "blue sky" or other securities laws and (b) the
expiration or termination of the applicable waiting period, if any, under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and (iii)
satisfaction or waiver of other commercially reasonable and customary closing
conditions and requirements for a transaction of such nature.

         "Tendering Party" shall have the meaning set forth in Section 6(b)
hereof.

         "Tendered Units" shall have the meaning set forth in Section 6(b)
hereof.

         "Trading Day" shall mean, when used with respect to the Closing Price
of a share of any Equity Stock, (i) if the Equity Stock is listed or admitted to
trading on the NYSE, a day on which the NYSE is open for the transaction of
business, (ii) if the Equity Stock is not listed or admitted to trading on the
NYSE but is listed or admitted to trading on another national securities
exchange or automated quotation system, a day on which the principal national
securities exchange or automated quotation system, as the case may be, on which
the Equity Stock is listed or admitted to trading is open for the transaction of
business, or (iii) if the Equity Stock is not listed or admitted to trading on
any national securities exchange or automated quotation system, any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
New York are authorized or obligated by law or executive order to close.

         "Transfer Agent" shall mean such transfer agent as may be designated by
the Partnership or its designee as the transfer agent for the Class Six
Partnership Preferred Units; provided, that if the Partnership has not
designated a transfer agent then the Partnership shall act as the transfer agent
for the Class Six Partnership Preferred Units.

         3.       Ranking.

         Any class or series of Partnership Units of the Partnership shall be
deemed to rank:

                  (a) prior or senior to the Class Six Partnership Preferred
Units, as to the payment of distributions and as to the distribution of assets
upon liquidation, dissolution or winding up, if the holders of such class or
series shall be entitled to the receipt of distributions and of amounts


                                       X-5

   7



distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the holders of Class Six Partnership Preferred
Units (the Partnership Units referred to in this paragraph being hereinafter
referred to, collectively, as "Senior Partnership Units");

                  (b) on a parity with the Class Six Partnership Preferred
Units, as to the payment of distributions and as to the distribution of assets
upon liquidation, dissolution or winding up, whether or not the distribution
rates, distribution payment dates or redemption or liquidation prices per unit
or other denomination thereof be different from those of the Class Six
Partnership Preferred Units if (i) such class or series of Partnership Units
shall be Class B Partnership Preferred Units, Class C Partnership Preferred
Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units,
Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class
J Partnership Preferred Units, Class K Partnership Preferred Units, Class L
Partnership Preferred Units, Class M Partnership Preferred Units, Class One
Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three
Partnership Preferred Units, Class Four Partnership Preferred Units or Class
Five Partnership Preferred Units or (ii) the holders of such class or series of
Partnership Units and the Class Six Partnership Preferred Units shall be
entitled to the receipt of distributions and of amounts distributable upon
liquidation, dissolution or winding up in proportion to their respective amounts
of accrued and unpaid distributions per unit or other denomination or
liquidation preferences, without preference or priority one over the other (the
Partnership Units referred to in clauses (i) and (ii) of this paragraph being
hereinafter referred to, collectively, as "Parity Partnership Units"); and

                  (c) junior to the Class Six Partnership Preferred Units, as to
the payment of distributions and as to the distribution of assets upon
liquidation, dissolution or winding up, if (i) such class or series of
Partnership Units shall be Partnership Common Units or Class I High Performance
Partnership Units or (ii) the holders of Class Six Partnership Preferred Units
shall be entitled to receipt of distributions or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of such class or series of Partnership Units (the
Partnership Units referred to in clauses (i) and (ii) of this paragraph being
hereinafter referred to, collectively, as "Junior Partnership Units").

         4.       Quarterly Cash Distributions.

                  (a) Holders of Preferred Units will be entitled to receive,
when and as declared by the General Partner, quarterly cash distributions at the
rate of $0.53125 per Preferred Unit. Any such distributions will be cumulative
from the date of original issue, whether or not in any distribution period or
periods such distributions have been declared, and shall be payable quarterly on
February 15, May 15, August 15 and November 15 of each year (or, if not a
Business Day, the next succeeding Business Day) (each a "Distribution Payment
Date"), commencing on the first such date occurring after the date of original
issue. If the Preferred Units are issued on any day other than a Distribution
Payment Date, the first distribution payable on such Preferred Units will be
prorated for the portion of the quarterly period that such Preferred Units are
outstanding on the basis of twelve 30-day months and a 360-day year.
Distributions will be payable in arrears to holders of record as they appear on
the records of the Partnership at the close of business on February 1, May 1,
August 1 or November 1, as the case may be, immediately preceding each
Distribution Payment Date. Holders of Preferred Units will not be entitled to
receive any distributions in excess of cumulative distributions on the Preferred
Units. No interest, or sum of money in lieu of interest, shall be payable in
respect of any distribution payment or payments on the Preferred Units that may
be in arrears. Holders of any Preferred Units that are issued after the date of
original issuance will be entitled to receive the same distributions as holders
of any Preferred Units issued on the date of original issuance.



                                       X-6

   8



                  (b) When distributions are not paid in full upon the Preferred
Units or any Parity Partnership Units, or a sum sufficient for such payment is
not set apart, all distributions declared upon the Preferred Units and any
Parity Partnership Units shall be declared ratably in proportion to the
respective amounts of distributions accumulated and unpaid on the Preferred
Units and accumulated and unpaid on such Parity Partnership Units. Except as set
forth in the preceding sentence, unless distributions on the Preferred Units
equal to the full amount of accumulated and unpaid distributions have been or
contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof has been or contemporaneously is set apart for such payment,
for all past distribution periods, no distributions shall be declared or paid or
set apart for payment by the Partnership with respect to any Parity Partnership
Units.

                  (c) Unless full cumulative distributions (including all
accumulated, accrued and unpaid distributions) on the Preferred Units have been
declared and paid, or declared and set apart for payment, for all past
distribution periods, no distributions (other than distributions paid in Junior
Partnership Units or options, warrants or rights to subscribe for or purchase
Junior Partnership Units) may be declared or paid or set apart for payment by
the Partnership and no other distribution of cash or other property may be
declared or made, directly or indirectly, by the Partnership with respect to any
Junior Partnership Units, nor shall any Junior Partnership Units be redeemed,
purchased or otherwise acquired (except for a redemption, purchase or other
acquisition of Partnership Common Units made for purposes of an employee
incentive or benefit plan of the Partnership or any affiliate thereof,
including, without limitation, the Previous General Partner and its affiliates)
for any consideration (or any monies be paid to or made available for a sinking
fund for the redemption of any such Junior Partnership Units), directly or
indirectly, by the Partnership (except by conversion into or exchange for Junior
Partnership Units, or options, warrants or rights to subscribe for or purchase
Junior Partnership Units), nor shall any other cash or other property be paid or
distributed to or for the benefit of holders of Junior Partnership Units.

                  (d) Notwithstanding the foregoing provisions of this Section
4, the Partnership shall not be prohibited from (i) declaring or paying or
setting apart for payment any distribution on any Parity Partnership Units or
(ii) redeeming, purchasing or otherwise acquiring any Parity Partnership Units,
in each case, if such declaration, payment, redemption, purchase or other
acquisition is necessary to maintain the Previous General Partner's
qualification as a REIT.

         5.       Liquidation Preference.

                  (a) Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Partnership, before any allocation of income or gain by the
Partnership shall be made to or set apart for the holders of any Junior
Partnership Units, to the extent possible, the holders of Preferred Units shall
be entitled to be allocated income and gain to effectively enable them to
receive a liquidation preference (the "Liquidation Preference") of (i) $25 per
Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether
or not earned or declared) to the date of final distribution to such holders;
but such holders shall not be entitled to any further allocation of income or
gain. Until all holders of the Preferred Units have been paid the Liquidation
Preference in full, no allocation of income or gain will be made to any holder
of Junior Units upon the liquidation, dissolution or winding up of the
Partnership.

                  (b) If, upon any liquidation, dissolution or winding up of the
Partnership, the assets of the Partnership, or proceeds thereof, distributable
among the holders of Preferred Partnership Units shall be insufficient to pay in
full the Liquidation Preference and liquidating payments on any Parity
Partnership Units, then following certain allocations made by the Partnership,
such assets, or the


                                       X-7

   9



proceeds thereof, shall be distributed among the holders of Preferred Units and
any such Parity Partnership Units ratably in the same proportion as the
respective amounts that would be payable on such Preferred Units and any such
Parity Partnership Units if all amounts payable thereon were paid in full.

                  (c) A voluntary or involuntary liquidation, dissolution or
winding up of the Partnership will not include a consolidation or merger of the
Partnership with one or more partnerships, corporations or other entities, or a
sale or transfer of all or substantially all of the Partnership's assets.


                  (d) Upon any liquidation, dissolution or winding up of the
Partnership, after all allocations shall have been made in full to the holders
of Preferred Units and any Parity Partnership Units to enable them to receive
their respective liquidation preferences, any Junior Partnership Units shall be
entitled to receive any and all assets remaining to be paid or distributed, and
the holders of the Preferred Units and any Parity Partnership Units shall not be
entitled to share therein.

         6.       Redemption.

                  (a) Except as set forth in Section 6(l) hereof, the Preferred
Units may not be redeemed at the option of the Partnership, and will not be
required to be redeemed or repurchased by the Partnership or the Previous
General Partner except if a holder of a Preferred Unit effects a Redemption, as
provided for in Section 6(b) hereof. The Partnership or the Previous General
Partner may purchase Preferred Units from time to time in the open market, by
tender or exchange offer, in privately negotiated purchases or otherwise.

                  (b) On or after the first (1st) anniversary of becoming a
holder of Preferred Units, a Qualifying Party shall have the right (subject to
the terms and conditions set forth herein) to require the Partnership to redeem
all or a portion of the Preferred Units held by such Qualifying Party (any
Preferred Units tendered for Redemption being hereafter "Tendered Units") in
exchange (a "Redemption") for Common Shares issuable on, or the Cash Amount
payable on, the Specified Redemption Date, as determined by the Partnership in
its sole discretion. Any Redemption shall be exercised pursuant to a Notice of
Redemption delivered to the General Partner by the Qualifying Party when
exercising the Redemption right (the "Tendering Party").

                  (c) If the Partnership elects to redeem Tendered Units for
Common Shares rather than cash, then the Partnership shall direct the Previous
General Partner to issue and deliver such Common Shares to the Tendering Party
pursuant to the terms set forth in this Section 6, in which case, (i) the
Previous General Partner, acting as a distinct legal entity, shall assume
directly the obligation with respect thereto and shall satisfy the Tendering
Party's exercise of its Redemption right, and (ii) such transaction shall be
treated, for federal income tax purposes, as a transfer by the Tendering Party
of such Tendered Units to the Previous General Partner in exchange for Common
Shares. In making such election to cause the Previous General Partner to acquire
Tendered Units, the Partnership shall act in a fair, equitable and reasonable
manner that neither prefers one group or class of Tendering Parties over another
nor discriminates against a group or class of Tendering Parties. If the
Partnership elects to redeem any number of Tendered Units for Common Shares,
rather than cash, on the Specified Redemption Date, the Tendering Party shall
sell such number of the Tendered Units to the Previous General Partner in
exchange for a number of Common Shares equal to the Common Shares Amount for
such number of Tendered Units. The Tendering Party shall submit (i) such
information, certification or affidavit as the Previous General Partner may
reasonably require in connection with the application of the Ownership Limit and
other restrictions and limitations of the Charter to any such


                                       X-8

   10



acquisition and (ii) such written representations, investment letters, legal
opinions or other instruments necessary, in the Previous General Partner's view,
to effect compliance with the Securities Act. The Common Shares shall be
delivered by the Previous General Partner as duly authorized, validly issued,
fully paid and non-assessable shares, free of any pledge, lien, encumbrance or
restriction other than the Ownership Limit and other restrictions provided in
the Charter, the Bylaws of the Previous General Partner, the Securities Act and
relevant state securities or "blue sky" laws. Neither any Tendering Party whose
Tendered Units are acquired by the Previous General Partner pursuant to this
Section 6, any Partner, any Assignee nor any other interested Person shall have
any right to require or cause the Previous General Partner or the General
Partner to register, qualify or list any REIT Shares owned or held by such
Person, whether or not such Common Shares are issued pursuant to this Section 6,
with the SEC, with any state securities commissioner, department or agency,
under the Securities Act or the Exchange Act or with any stock exchange;
provided, however, that this limitation shall not be in derogation of any
registration or similar rights granted pursuant to any other written agreement
between the Previous General Partner and any such Person. Notwithstanding any
delay in such delivery, the Tendering Party shall be deemed the owner of such
Common Shares for all purposes, including, without limitation, rights to vote or
consent, receive dividends, and exercise rights, as of the Specified Redemption
Date. Common Shares issued upon an acquisition of the Tendered Units by the
Previous General Partner pursuant to this Section 6 may contain such legends
regarding restrictions under the Securities Act and applicable state securities
laws as the Previous General Partner in good faith determines to be necessary or
advisable in order to ensure compliance with such laws.

                  (d) The Partnership shall have no obligation to effect any
redemption unless and until a Tendering Party has given the Partnership a Notice
of Redemption. Each Notice of Redemption shall be sent by hand delivery or by
first class mail, postage prepaid, to AIMCO Properties, L.P., c/o AIMCO-GP,
Inc., Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000,
Denver, Colorado 80222, Attention: Investor Relations, or to such other address
as the Partnership shall specify in writing by delivery to the holders of the
Preferred Units in the same manner as that set forth above for delivery of the
Notice of Redemption. At any time prior to the Specified Redemption Date for any
Redemption, any holder may revoke its Notice of Redemption.

                  (e) A Tendering Party shall have no right to receive
distributions with respect to any Tendered Units (other than the Cash Amount)
paid after delivery of the Notice of Redemption, whether or not the record date
for such distribution precedes or coincides with such delivery of the Notice of
Redemption. If the Partnership elects to redeem any number of Tendered Units for
cash, the Cash Amount for such number of Tendered Units shall be delivered as a
certified check payable to the Tendering Party or, in the General Partner's sole
and absolute discretion, in immediately available funds.

                  (f) In the event that the Partnership declines to cause the
Previous General Partner to acquire all of the Tendered Units from the Tendering
Party in exchange for Common Shares pursuant to this Section 6 following receipt
of a Notice of Redemption (a "Declination"):

                           (1) The Previous General Partner or the General
                  Partner shall give notice of such Declination to the Tendering
                  Party on or before the close of business on the Cut-Off Date.

                           (2) The Partnership may elect to raise funds for the
                  payment of the Cash Amount either (a) by requiring that the
                  Previous General Partner contribute such funds from the
                  proceeds of a registered public offering (a "Public Offering
                  Funding") by the Previous General Partner of a number of
                  Common Shares


                                       X-9

   11



                  ("Registrable Shares") equal to the Common Shares Amount with
                  respect to the Tendered Units or (b) from any other sources
                  (including, but not limited to, the sale of any Property and
                  the incurrence of additional Debt) available to the
                  Partnership.

                           (3) Promptly upon the General Partner's receipt of
                  the Notice of Redemption and the Previous General Partner or
                  the General Partner giving notice of the Partnership's
                  Declination, the General Partner shall give notice (a "Single
                  Funding Notice") to all Qualifying Parties then holding
                  Preferred Units and having Redemption rights pursuant to this
                  Section 6 and require that all such Qualifying Parties elect
                  whether or not to effect a Redemption of their Preferred Units
                  to be funded through such Public Offering Funding. In the
                  event that any such Qualifying Party elects to effect such a
                  Redemption, it shall give notice thereof and of the number of
                  Preferred Units to be made subject thereon in writing to the
                  General Partner within ten (10) Business Days after receipt of
                  the Single Funding Notice, and such Qualifying Party shall be
                  treated as a Tendering Party for all purposes of this Section
                  6. In the event that a Qualifying Party does not so elect, it
                  shall be deemed to have waived its right to effect a
                  Redemption for the next twelve months; provided, however, that
                  the Previous General Partner shall not be required to acquire
                  Preferred Units pursuant to this Section 6(f) more than twice
                  within any twelve-month period.

Any proceeds from a Public Offering Funding that are in excess of the Cash
Amount shall be for the sole benefit of the Previous General Partner and/or the
General Partner. The General Partner and/or the Special Limited Partner shall
make a Capital Contribution of such amounts to the Partnership for an additional
General Partner Interest and/or Limited Partner Interest. Any such contribution
shall entitle the General Partner and the Special Limited Partner, as the case
may be, to an equitable Percentage Interest adjustment.

                  (g) Notwithstanding the provisions of this Section 6, the
Previous General Partner shall not, under any circumstances, elect to acquire
Tendered Units in exchange for the Common Shares if such exchange would be
prohibited under the Charter.

                  (h) Notwithstanding anything herein to the contrary, with
respect to any Redemption pursuant to this Section 6:

                           (1) All Preferred Units acquired by the Previous
                  General Partner pursuant to this Section 6 hereof shall be
                  contributed by the Previous General Partner to either or both
                  of the General Partner and the Special Limited Partner in such
                  proportions as the Previous General Partner, the General
                  Partner and the Special Limited Partner shall determine.

                           (2) Subject to the Ownership Limit, no Tendering
                  Party may effect a Redemption for less than five hundred (500)
                  Preferred Units or, if such Tendering Party holds (as a
                  Limited Partner or, economically, as an Assignee) less than
                  five hundred (500) Preferred Units, all of the Preferred Units
                  held by such Tendering Party.

                           (3) Each Tendering Party (a) may effect a Redemption
                  only once in each fiscal quarter of a Twelve-Month Period and
                  (b) may not effect a Redemption during the period after the
                  Partnership Record Date with respect to a distribution and


                                      X-10

   12



                  before the record date established by the Previous General
                  Partner for a distribution to its shareholders of some or all
                  of its portion of such Partnership distribution.

                           (4) Notwithstanding anything herein to the contrary,
                  with respect to any Redemption or acquisition of Tendered
                  Units by the Previous General Partner pursuant to this Section
                  6, in the event that the Previous General Partner or the
                  General Partner gives notice to all Limited Partners (but
                  excluding any Assignees) then owning Partnership Interests (a
                  "Primary Offering Notice") that the Previous General Partner
                  desires to effect a primary offering of its equity securities
                  then, unless the Previous General Partner and the General
                  Partner otherwise consent, commencement of the actions denoted
                  in Section 6(f) hereof as to a Public Offering Funding with
                  respect to any Notice of Redemption thereafter received,
                  whether or not the Tendering Party is a Limited Partner, may
                  be delayed until the earlier of (a) the completion of the
                  primary offering or (b) ninety (90) days following the giving
                  of the Primary Offering Notice.

                           (5) Without the Consent of the Previous General
                   Partner, no Tendering Party may effect a Redemption within
                   ninety (90) days following the closing of any prior Public
                   Offering Funding.

                           (6) The consummation of such Redemption shall be
                  subject to the expiration or termination of the applicable
                  waiting period, if any, under the Hart- Scott-Rodino Antitrust
                  Improvements Act of 1976, as amended.

                           (7) The Tendering Party shall continue to own
                  (subject, in the case of an Assignee, to the provision of
                  Section 11.5 of the Agreement) all Preferred Units subject to
                  any Redemption, and be treated as a Limited Partner or an
                  Assignee, as applicable, with respect to such Preferred Units
                  for all purposes of the Agreement, until such Preferred Units
                  are either paid for by the Partnership pursuant to this
                  Section 6 or transferred to the Previous General Partner (or
                  directly to the General Partner or Special Limited Partner)
                  and paid for, by the issuance of the REIT Shares, pursuant to
                  this Section 6 on the Specified Redemption Date. Until a
                  Specified Redemption Date and an acquisition of the Tendered
                  Units by the Previous General Partner pursuant to this Section
                  6, the Tendering Party shall have no rights as a shareholder
                  of the Previous General Partner with respect to the REIT
                  Shares issuable in connection with such acquisition.

For purposes of determining compliance with the restrictions set forth in this
Section 6(h), all Partnership Common Units and Partnership Preferred Units,
including Preferred Units, beneficially owned by a Related Party of a Tendering
Party shall be considered to be owned or held by such Tendering Party.

                  (i) In connection with an exercise of Redemption rights
pursuant to this Section 6, the Tendering Party shall submit the following to
the General Partner, in addition to the Notice of Redemption:

                           (1) A written affidavit, dated the same date as the
                  Notice of Redemption, (a) disclosing the actual and
                  constructive ownership, as determined for purposes of Code
                  Sections 856(a)(6) and 856(h), of Common Shares and any other
                  classes or shares of the Previous General Partner by (i) such
                  Tendering Party and (ii) any


                                      X-11

   13



                  Related Party and (b) representing that, after giving effect
                  to the Redemption, neither the Tendering Party nor any Related
                  Party will own Common Shares in excess of the Ownership Limit;

                           (2) A written representation that neither the
                  Tendering Party nor any Related Party has any intention to
                  acquire any additional Common Shares or any other class of
                  shares of the Previous General Partner prior to the closing of
                  the Redemption on the Specified Redemption Date; and

                           (3) An undertaking to certify, at and as a condition
                  to the closing of the Redemption on the Specified Redemption
                  Date, that either (a) the actual and constructive ownership of
                  Common Shares or any other class of shares of the Previous
                  General Partner by the Tendering Party and any Related Party
                  remain unchanged from that disclosed in the affidavit required
                  by Section 6(i)(a) or (b)) after giving effect to the
                  Redemption, neither the Tendering Party nor any Related Party
                  shall own Common Shares or other shares of the Previous
                  General Partner in violation of the Ownership Limit.

                  (j) On or after the Specific Redemption Date, each holder of
Preferred Units shall surrender to the Partnership the certificate evidencing
such holder's Preferred Units, at the address to which a Notice of Redemption is
required to be sent. Upon such surrender of a certificate, the Partnership shall
thereupon pay the former holder thereof the applicable Cash Amount and/or
deliver Common Shares for the Preferred Units evidenced thereby. From and after
the Specific Redemption Date (i) distributions with respect to the Preferred
Units shall cease to accumulate, (ii) the Preferred Units shall no longer be
deemed outstanding, (iii) the holders thereof shall cease to be Partners to the
extent of their interest in such Preferred Units, and (iv) all rights whatsoever
with respect to the Preferred Units shall terminate, except the right of the
holders of the Preferred Units to receive Cash Amount and/or Common Shares
therefor, without interest or any sum of money in lieu of interest thereon, upon
surrender of their certificates therefor.

                  (k) Notwithstanding the provisions of this Section 6, the
Tendering Parties (i) shall not be entitled to elect or effect a Redemption
where the Redemption would consist of less than all the Preferred Units held by
Partners and, to the extent that the aggregate Percentage Interests of the
Limited Partners would be reduced, as a result of the Redemption, to less than
one percent (1%) and (ii) shall have no rights under the Agreement that would
otherwise be prohibited under the Charter. To the extent that any attempted
Redemption would be in violation of this Section 6(k), it shall be null and void
ab initio, and the Tendering Party shall not acquire any rights or economic
interests in Common Shares otherwise issuable by the Previous General Partner
hereunder.

                  (l) Notwithstanding any other provision of the Agreement, on
and after the date on which the aggregate Percentage Interests of the Limited
Partners (other than the Special Limited Partner) are less than one percent
(1%), the Partnership shall have the right, but not the obligation, from time to
time and at any time to redeem any and all outstanding Limited Partner Interests
(other than the Special Limited Partner's Limited Partner Interest) by treating
any Limited Partner as a Tendering Party who has delivered a Notice of
Redemption pursuant to this Section 6 for the amount of Preferred Units to be
specified by the General Partner, in its sole and absolute discretion, by notice
to such Limited Partner that the Partnership has elected to exercise its rights
under this Section 6(l). Such notice given by the General Partner to a Limited
Partner pursuant to this Section 6(l) shall be treated as if it were a Notice of
Redemption delivered to the General Partner by such Limited Partner. For
purposes of this Section 6(l), (a) any Limited Partner (whether or not eligible
to be a Tendering


                                      X-12

   14



Party) may, in the General Partner's sole and absolute discretion, be treated as
a Tendering Party and (b) the provisions of Sections 6(f)(1), 6(h)(2), 6(h)(3)
and 6(h)(5) hereof shall not apply, but the remainder of this Section shall
apply, mutatis mutandis.

         7.       Conversion.

                  (a) (i) Subject to and upon compliance with the provisions of
this Section 7, a holder of Class Six Partnership Preferred Units shall have the
right, at such holder's option, to convert such units, in whole or in part, into
the number of Partnership Common Units per Class Six Partnership Preferred Unit
obtained by dividing the Liquidation Preference (excluding any accumulated,
accrued and unpaid distributions) per Class Six Partnership Preferred Unit by
the Conversion Price in effect at the time and on the date provided for in
subparagraph (b)(iv) of this Section 7. In order to exercise the conversion
right, the holder of each Class Six Partnership Preferred Unit to be converted
shall surrender the certificate representing such unit, duly endorsed or
assigned to the Partnership or in blank, at the office of the Transfer Agent,
accompanied by written notice to the Partnership that the holder thereof elects
to convert such Class Six Partnership Preferred Unit.

                      (ii) With respect to any Class Six Partnership Preferred
Units that have been issued and outstanding for at least three (3) years, if, as
of any date, the Internal Rate of Return exceeds 12.5%, then the Partnership
shall have the right, but not the obligation, to cause such Class Six
Partnership Preferred Units to be converted, in whole or in part, into the
number of Partnership Common Units per Class Six Partnership Preferred Unit
obtained by dividing the Liquidation Preference (excluding any accumulated,
accrued and unpaid distributions) per Class Six Partnership Preferred Unit by
the Conversion Price in effect at the time and on the date provided for in
subparagraph (b)(iv) of this Section 7. In order to exercise the conversion
right, the Partnership shall send notice of such conversion to each holder of
record of Class Six Partnership Preferred Units no later than five Business Days
after a date on which the Internal Rate of Return exceeds 12.5%. Such notice
shall be provided by facsimile or, if facsimile is not available, then by first
class mail, postage prepaid, at such holders' address as the same appears on the
records of the Partnership. Any notice which was transmitted or mailed in the
manner herein provided shall be conclusively presumed to have been duly given on
the date received by the holder. Each such notice shall state, as appropriate:
(1) the date of conversion, which date may be any date within one business day
following the date on which the notice is transmitted or mailed; (2) the number
of units of Class Six Partnership Preferred Units to be converted and, if fewer
than all such units held by such holder are to be converted, the number of such
units to be converted; and (3) the then current Conversion Price. Upon receiving
such notice of conversion, each such holder shall promptly surrender the
certificates representing such Class Six Partnership Preferred Units as are
being converted on the conversion date, duly endorsed or assigned to the
Partnership or in blank, at the office of the Transfer Agent; provided, however,
that the failure to so surrender any such certificates shall not in any way
affect the validity of the conversion of the underlying Class Six Partnership
Preferred Units into Partnership Common Units.

                  (b) (i) Unless the Partnership Common Units issuable on
conversion are to be issued in the same name as the name in which such Class Six
Partnership Preferred Units are registered, each such unit surrendered following
conversion shall be accompanied by instruments of transfer, in form satisfactory
to the Partnership, duly executed by the holder or such holder's duly authorized
representative, and an amount sufficient to pay any transfer or similar tax (or
evidence reasonably satisfactory to the Partnership demonstrating that such
taxes have been paid).

                      (ii) A holder of Class Six Partnership Preferred Units
shall, as of the date of the conversion of such units to Partnership Common
Units, be entitled to receive a cash payment in


                                      X-13

   15



respect of any distributions (whether or not earned or declared) that are
accumulated, accrued and unpaid thereon as of the time of such conversion,
provided, however, that payment in respect of any distributions on such units
that has been declared but for which the Distribution Payment Date has not yet
been reached shall be payable as of such Distribution Payment Date. Except as
provided above, the Partnership shall make no payment or allowance for unpaid
distributions, whether or nor in arrears, on converted units.

                      (iii) As promptly as practicable after the surrender of
certificates for Class Six Partnership Preferred Units as aforesaid, and in any
event no later than three business days after the date of such surrender, the
Partnership shall issue and deliver at such office to such holder, or send on
such holders' written order, a certificate or certificates for the number of
full Partnership Common Units issuable upon the conversion of such Class Six
Partnership Preferred Units in accordance with the provisions of this Section 7,
and any fractional interest in respect of a Partnership Common Unit arising upon
such conversion shall be settled as provided in paragraph (c) of this Section 7.

                      (iv) Each conversion shall be deemed to have been effected
(x) in the case of a conversion pursuant to subparagraph (a)(i) of this Section
7 immediately prior to the close of business on the date on which the
certificates for Class Six Partnership Preferred Units shall have been
surrendered and such notice received by the Partnership as provided in
subparagraph (a)(i) of this Section 7, and (y) in the case of a conversion
pursuant to subparagraph (a)(ii) of this Section 7, immediately prior to the
close of business on the date identified as the conversion date in the notice of
conversion sent by the Partnership pursuant to subparagraph (a)(ii) of this
Section 7; and, in the case of (x) or (y), the person or persons in whose name
or names any certificate or certificates for Partnership Common Units shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the units represented thereby at such time on such date,
and such conversion shall be at the Conversion Price in effect at such time on
such date, unless the transfer books of the Partnership shall be closed on that
date, in which event such person or persons shall be deemed to become such
holder or holders of record at the close of business on the next succeeding day
on which such transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date in the notice of conversion sent by the
Partnership as aforesaid.

                  (c) No fractional Partnership Common Units or scrip
representing fractions of a Partnership Common Unit shall be issued upon
conversion of the Class Six Partnership Preferred Units. Instead of any
fractional interest in a Partnership Common Unit that would otherwise be
deliverable upon the conversion of Class Six Partnership Preferred Units, the
Partnership shall pay to the holder of such units an amount of cash equal to the
product of (i) such fraction and (ii) the value of a REIT Share as of the date
of conversion. If more than one of any holder's units shall be converted at one
time, the number of full Partnership Common Units issuable upon conversion
thereof shall be computed on the basis of the aggregate number of Class Six
Partnership Preferred Units so converted.

                  (d) If the Partnership shall be a party to any transaction
(including with limitation a merger, consolidation, statutory exchange, sale of
all or substantially all of the Partnership's assets or recapitalization of the
Partnership Common Units, but excluding any transaction as to which a charge in
the Adjustment Factor would be effected) (each of the foregoing being referred
to herein as a "Transaction"), in each case, as a result of which Partnership
Common Units shall be converted into the right to receive securities or other
property (including cash or any combination thereof), each Class Six Partnership
Preferred Unit which is not converted into the right to receive securities or
other property in connection with such Transaction shall thereupon be
convertible into the kind and amount of securities and other property (including
cash or any combination thereof) receivable upon such consummation by a holder
of that number of Partnership Common Units into which Class Six


                                      X-14

   16



Partnership Preferred Units were convertible immediately prior to such
Transaction. The Partnership shall not be a party to any transaction unless the
terms of such Transaction are consistent with the provisions of this paragraph
(d), and it shall not consent or agree to the occurrence of any Transaction
until the Partnership has entered into an agreement with the successor or
purchasing entity, as the case may be, for the benefit of the holders of the
Class Six Partnership Preferred Units that will contain provisions enabling the
holders of the Class Six Partnership Preferred Units that remain outstanding
after such Transaction to convert into the consideration received by holders of
Partnership Common Units at the Conversion Price in effect immediately prior to
such Transaction. The provisions of this Paragraph (d) shall apply to successive
Transactions.

                  (e) Whenever the Conversion Price is adjusted as herein
provided (whether pursuant to paragraph (d) of this Section 7 or as a result of
a change in the Adjustment Factor), the General Partner shall promptly file with
the Transfer Agent an officer's certificate setting forth the Conversion Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment which certificate shall be conclusive evidence of the
correctness of such adjustment absent manifest error. Promptly after delivery of
such certificate, the General Partner shall prepare a notice of such adjustment
of the Conversion Price setting forth the adjusted Conversion Price and the
effective date such adjustment becomes effective and shall mail such notice of
such adjustment of the Conversion Price to each holder of Class Six Partnership
Preferred Units at such holder's address as shown on the records of the
Partnership.

                  (f) In any case in which an adjustment to the Adjustment
Factor shall become effective immediately after the effective date of an event,
retroactive to the record date, if any, for such event, the Partnership may
defer until the occurrence of such event (A) issuing to the holder of any Class
Six Partnership Preferred Units converted after such record date and before the
occurrence of such event the additional Partnership Common Units issuable upon
such conversion by reason of the adjustment required by such event over and
above the Partnership Common Units issuable upon such conversion before giving
effect to such adjustment and (B) paying to such holder any amount of cash in
lieu of any fraction pursuant to Section 7(c).

                  (g) There shall be no adjustment of the Conversion Price in
case of the issuance of any unit of the Partnership except as specifically set
forth in the definition of "Adjustment Factor" or in this Section 7. In
addition, notwithstanding any other provision contained in the definition of
"Adjustment Factor" or in this Section 7, there shall be no adjustment of the
Conversion Price upon the payment of any cash distributions on any units of the
Partnership.

                  (h) If the Partnership shall take any action affecting the
Partnership Common Units, other than action described in the definition of
"Adjustment Factor" or in this Section 7 that, in the opinion of the General
Partner would materially adversely affect the conversion rights of the holders
of Class Six Partnership Preferred Units, the Conversion Price for the Class Six
Partnership Preferred Units may be adjusted, to the extent permitted by law in
such manner, if any, and at such time as the General Partner, in its sole
discretion, may determine to be equitable under the circumstances.

                  (i) The Partnership will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
Partnership Common Units or other securities or property on conversion of Class
Six Partnership Preferred Units pursuant hereto; provided, however, that the
Partnership shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issue or delivery of Partnership Common Units or
other securities or property in a name other than that of the holder of the
Class Six Partnership Preferred Units to be converted, and no such issue or
delivery shall be made unless and until the person requesting such issue or
delivery


                                      X-15

   17



has paid to the Partnership the amount of any such tax or established, to the
reasonable satisfaction of the Partnership, that such tax has been paid.

                  (j) In addition to any other adjustment required hereby, to
the extent permitted by law, the Partnership from time to time may decrease the
Conversion Price by any amount, permanently or for a period of at least twenty
Business Days, if the decrease is irrevocable during the period.

                  (k) For purposes of the definition of "Twelve-Month Period" in
the Agreement, any holder of Class Six Partnership Preferred Units that have
been converted to Partnership Common Units shall be deemed to have acquired such
Partnership Common Units when such Class Six Partnership Units were acquired.

         8.       Status of Reacquired Units.

         All Preferred Units which shall have been issued and reacquired in any
manner by the Partnership shall be deemed cancelled and no longer outstanding.

         9.       General.

         The ownership of the Preferred Units shall be evidenced by one or more
certificates in the form of Annex II hereto. The General Partner shall amend
Exhibit A to the Agreement from time to time to the extent necessary to reflect
accurately the issuance of, and subsequent redemption, or any other event having
an effect on the ownership of, the Preferred Units.

         10.      Allocations of Income and Loss.

         For each taxable year, each holder of Preferred Units will be allocated
a portion of the Net Income and Net Loss of the Partnership equal to the portion
of the Net Income and Net Loss of the Partnership that would be allocated to
such holder pursuant to Article 6 of the Agreement if such holder held a number
of Partnership Common Units equal to (i) the number of Preferred Units held by
such holder, multiplied by (ii) 0.5. Upon liquidation, dissolution or winding up
of the Partnership, the Partnership shall endeavor to allocate income and gain
to the holders of the Preferred Units such that the Capital Accounts related to
the Preferred Units are equal to their Liquidation Preference.

         11.      Voting Rights.

         Except as otherwise required by applicable law or in the Agreement, the
holders of the Preferred Units will have the same voting rights as holders of
the Partnership Common Units. As long as any Preferred Units are outstanding,
for purposes of determining the Consent of Limited Partners under the Agreement,
the "Majority In Interest of the Limited Partners" shall have the meaning set
forth in Section 2 hereof. As long as any Preferred Units are outstanding, in
addition to any other vote or consent of partners required by law or by the
Agreement, the affirmative vote or consent of holders of at least 50% of the
outstanding Preferred Units will be necessary for effecting any amendment of any
of the provisions of the Partnership Unit Designation of the Preferred Units
that materially and adversely affects the rights or preferences of the holders
of the Preferred Units. The creation or issuance of any class or series of
Partnership Units, including, without limitation, any Partnership Units that may
have rights junior to, on a parity with, or senior or superior to the Preferred
Units, will not be deemed to materially and adversely affect the rights or
preferences of the holders of Preferred Units.


                                      X-16

   18



With respect to the exercise of the above-described voting rights, each
Preferred Unit will have one (1) vote per Preferred Unit.

         12.      Restrictions on Transfer.

         Preferred Units are subject to the same restrictions on transfer
applicable to Common Units, as set forth in the Agreement.






























                                      X-17

   19



                                                                         ANNEX I
                                                                    TO EXHIBIT X

                              NOTICE OF REDEMPTION


To:      AIMCO Properties, L.P.
         c/o AIMCO-GP, Inc.
         Colorado Center, Tower Two
         2000 South Colorado Boulevard, Suite 2-1000
         Denver, Colorado 80222
         Attention:  Investor Relations

                  The undersigned Limited Partner or Assignee hereby irrevocably
tenders for redemption Class Six Partnership Preferred Units in AIMCO
Properties, L.P. in accordance with the terms of the Agreement of Limited
Partnership of AIMCO Properties, L.P., dated as of July 29, 1994, as it may be
amended and supplemented from time to time (the "Agreement"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed thereto in the Partnership Unit Designation of the Class Six
Partnership Preferred Units. The undersigned Limited Partner or Assignee:

                  (a) if the Partnership elects to redeem such Class Six
         Partnership Preferred Units for Common Shares rather than cash, hereby
         irrevocably transfers, assigns, contributes and sets over to the
         Previous General Partner all of the undersigned Limited Partner's or
         Assignee's right, title and interest in and to such Class Six
         Partnership Preferred Units;

                  (b) undertakes (i) to surrender such Class Six Partnership
         Preferred Units and any certificate therefor at the closing of the
         Redemption contemplated hereby and (ii) to furnish to the Previous
         General Partner, prior to the Specified Redemption Date:

                           (1) A written affidavit, dated the same date as this
                  Notice of Redemption, (a) disclosing the actual and
                  constructive ownership, as determined for purposes of Code
                  Sections 856(a)(6) and 856(h), of Common Shares by (i) the
                  undersigned Limited Partner or Assignee and (ii) any Related
                  Party and (b) representing that, after giving effect to the
                  Redemption, neither the undersigned Limited Partner or
                  Assignee nor any Related Party will own Common Shares in
                  excess of the Ownership Limit;

                           (2) A written representation that neither the
                  undersigned Limited Partner or Assignee nor any Related Party
                  has any intention to acquire any additional Common Shares
                  prior to the closing of the Redemption contemplated hereby on
                  the Specified Redemption Date; and

                           (3) An undertaking to certify, at and as a condition
                  to the closing of the Redemption contemplated hereby on the
                  Specified Redemption Date, that either (a) the actual and
                  constructive ownership of Common Shares by the undersigned
                  Limited Partner or Assignee and any Related Party remain
                  unchanged from that disclosed in the affidavit required by
                  paragraph (1) above, or (b) after giving effect to the
                  Redemption contemplated hereby, neither the undersigned
                  Limited Partner or Assignee nor any


                                      X-I-1

   20



                  Related Party shall own Common Shares in violation of the
                  Ownership Limit.

                  (c) directs that the certificate representing the Common
         Shares, or the certified check representing the Cash Amount, in either
         case, deliverable upon the closing of the Redemption contemplated
         hereby be delivered to the address specified below;

                  (d) represents, warrants, certifies and agrees that:

                           (i) the undersigned Limited Partner or Assignee has,
                  and at the closing of the Redemption will have, good,
                  marketable and unencumbered title to such Preferred Units,
                  free and clear of the rights or interests of any other person
                  or entity;

                           (ii) the undersigned Limited Partner or Assignee has,
                  and at the closing of the Redemption will have, the full
                  right, power and authority to tender and surrender such
                  Preferred Units as provided herein; and

                           (iii) the undersigned Limited Partner or Assignee has
                  obtained the consent or approval of all persons and entities,
                  if any, having the right to consent to or approve such tender
                  and surrender.

Dated:
        ------------------

                                    Name of Limited Partner or Assignee:


                                    ----------------------------------------


                                    ----------------------------------------
                                    (Signature of Limited Partner or Assignee)


                                    -----------------------------------------
                                    (Street Address)


                                    -----------------------------------------
                                    (City)               (State)   (Zip Code)


                                    Signature Guaranteed by:



                                    ----------------------------------------

(continued on next page)


                                      X-I-2

   21

Issue check payable to
or Certificates in the
name of:
                       ------------------------------------------

Please insert social security
or identifying number:
                                    ----------------------------------------

NOTICE: THE SIGNATURE OF THIS NOTICE OF REDEMPTION MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE FOR THE CLASS SIX PREFERRED
UNITS WHICH ARE BEING REDEEMED IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions), WITH MEMBER SHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE
17Ad-15.


                                      X-I-3

   22



                                                                        ANNEX II
                                                                    TO EXHIBIT X

                            FORM OF UNIT CERTIFICATE
                                       OF
                      CLASS SIX PARTNERSHIP PREFERRED UNITS

[THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN OPINION OF
COUNSEL SATISFACTORY TO THE PARTNERSHIP, IN FORM AND SUBSTANCE SATISFACTORY TO
THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER
DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER
APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. IN ADDITION,](1) THE LIMITED
PARTNERSHIP INTEREST EVIDENCED BY THIS CERTIFICATE MAY BE SOLD OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN
THE AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., DATED AS OF JULY
29, 1994, AS IT MAY BE AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, A COPY OF
WHICH MAY BE OBTAINED FROM AIMCO-GP, INC, THE GENERAL PARTNER, AT ITS PRINCIPAL
EXECUTIVE OFFICE.

                                                     Certificate Number
                                                                       --------

                             AIMCO PROPERTIES, L.P.
                 FORMED UNDER THE LAWS OF THE STATE OF DELAWARE

This certifies that
                    -----------------------------------------------------------
is the owner of
               ----------------------------------------------------------------

                      CLASS SIX PARTNERSHIP PREFERRED UNITS
                                       OF
                             AIMCO PROPERTIES, L.P.,

transferable on the books of the Partnership in person or by duly authorized
attorney on the surrender of this Certificate properly endorsed. This
Certificate and the Class Six Partnership Preferred Units represented hereby are
issued and shall be held subject to all of the provisions of the Agreement of
Limited Partnership of AIMCO Properties, L.P., as the same may be amended and/or
supplemented from time to time.

IN WITNESS WHEREOF, the undersigned has signed this Certificate.

Dated:                                           By
                                                   ----------------------------


- ----------

(1)      Not required if Units are issued pursuant to a current and effective
         registration statement under the Act.


                                     X-II-1

   23


                                   ASSIGNMENT




                      For Value Received, ____________________________ hereby
sells, assigns and transfers unto

_______________________________________________________________________________

______________________ Class Six Partnership Preferred Unit(s) represented by
the within Certificate, and does hereby irrevocably constitute and appoint the
General Partner of AIMCO Properties, L.P. as its Attorney to transfer said Class
Six Partnership Preferred Unit(s) on the books of AIMCO Properties, L.P. with
full power of substitution in the premises.


Dated:
      -----------------
                                           By:
                                              ---------------------------------
                                              Name:


                                           Signature Guaranteed by:


                                           ------------------------------------


NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions), WITH MEMBER SHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO SEC RULE
17Ad-15.



                                     X-II-2

EX-27

 

<ARTICLE> 5
<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             APR-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                         199,020
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       5,527,566
<DEPRECIATION>                                 573,768
<TOTAL-ASSETS>                               6,337,567
<CURRENT-LIABILITIES>                                0
<BONDS>                                      3,351,020
<PREFERRED-MANDATORY>                          149,500
<PREFERRED>                                    671,250
<COMMON>                                           676
<OTHER-SE>                                   1,570,289
<TOTAL-LIABILITY-AND-EQUITY>                 6,337,567
<SALES>                                        270,474
<TOTAL-REVENUES>                               285,982
<CGS>                                          202,026
<TOTAL-COSTS>                                  205,460
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              64,397
<INCOME-PRETAX>                                 12,934
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             12,934
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,822
<EPS-BASIC>                                     (0.04)
<EPS-DILUTED>                                   (0.04)


 

EX-99.1

   1



                                                                    EXHIBIT 99.1


         Agreement Regarding Disclosure of Long-Term Debt Instruments

         In reliance upon Item 601(b) (4) (iii) (A), of Regulation S-K,
Apartment Investment and Management Company, a Maryland corporation (the
"Company") has not filed as an exhibit to its Quarterly Report on Form 10-Q for
the quarterly period ending June 30, 2000, any instrument with respect to
long-term debt not being registered where the total amount of securities
authorized thereunder does not exceed 10 percent of the total assets of the
Company and its subsidiaries on a consolidated basis. Pursuant to Item 601(b)
(4) (iii) (A), of Regulation S-K, the Company hereby agrees to furnish a copy of
any such agreement to the Securities Exchange Commission upon request.


                                             APARTMENT INVESTMENT AND
                                             MANAGEMENT COMPANY



                                             By: /s/ PETER KOMPANIEZ
                                                --------------------------------
                                                Peter Kompaniez
                                                President