PROMISSORY NOTE

                                              Place of Delivery: Los Angeles
                                                                ------------
$25,000,000.00                                 Date of Note: August 12, 1996
                                                             ---------------

     FOR VALUE RECEIVED, AIMCO Properties, L.P., a Delaware limited 
partnership (the "Company"), promises to pay to the order of BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION ("Bank") the principal amount of 
TWENTY FIVE MILLION DOLLARS AND NO/100 ($25,000,000.00) or, if less, the 
aggregate amount of Loans (as such term and all other capitalized terms used 
but not defined herein are defined in the Credit Agreement referred to below) 
made by the Bank to the Company pursuant to the Credit Agreement referred to 
below, outstanding on the Bridge Facility Maturity Date.

     The Company also promises to make principal payments and interest on the 
unpaid principal amount hereof from the date hereof until paid at the rates 
and at the times which shall be determined in accordance with the provisions 
of the Credit Agreement, including, without limitation, the repayment of 
Loans no later than the applicable Individual Bridge Loan Maturity Date.

     All payments of principal and interest in respect of this Note shall be 
made in lawful money of the United States of America in same day funds at the 
Payment Office. Until notified of the transfer of this Note, the Company 
shall be entitled to deem the Bank or such person who has been so identified 
by the transferor in writing to the Company as the holder of this Note, as 
the owner and holder of this Note. The Bank and any subsequent holder of this 
Note agrees that before disposing of this Note, or any part hereof, it will 
make a notation hereon of all principal payments previously made hereunder of 
the date to which interest hereon has been paid on the schedule attached 
hereto, if any; PROVIDED, HOWEVER, that the failure to make notation of any 
payment made on this Note shall not limit or otherwise affect the obligation 
of the Company hereunder with respect to payments of principal or interest on 
this Note.

     This Note is referred to in, and is entitled to the benefits of, the 
Credit Agreement (Bridge Loan), dated as of, 1996 (the "CREDIT AGREEMENT"), 
among the Company, the financial institutions named therein, and BANK OF 
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent (the "Agent"). The 
Credit Agreement, among other things, (i) provides for the making of loans 
(the "LOANS") by the Bank to the Company from time to time in an aggregate 
amount first above mentioned, the indebtedness of the Company resulting from 
each such Loan being evidenced by this Note, and (ii) contains provisions for 
acceleration of the maturity hereof upon the happening of certain stated 
events and also for mandatory and optional prepayments on account of 
principal hereof and certain principal payments prior to the maturity hereof 
upon the terms and conditions therein specified.





     The terms of this Note are subject to amendment only in the manner 
provided in the Credit Agreement.

     No reference herein to the Credit Agreement and no provision of this 
Note or the Credit Agreement shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of and 
interest on this Note at the place, at the respective times, and in the 
currency herein prescribed.

     The Company promises to pay all costs and expenses, including reasonable 
attorneys' fees, incurred in the collection and enforcement of this Note. The 
Company hereby waives diligence, presentment, and protest, and except as 
provided in the Credit Agreement, demand and notice of every kind and, to the 
full extent permitted by law, the right to plead any statute of limitations 
as a defense to any demand hereunder.

     This Note shall be governed by, and construed in accordance with, the 
laws of the state of Colorado without giving effect to its choice of law 
doctrine.

     IN WITNESS WHEREOF, the Company has caused this Note to be executed and 
delivered by its duly authorized officer, as of the date and place first 
above written.

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

                                           By: AIMCO-GP, INC.,
                                               a Delaware corporation,
                                               its general partner

                                               By: /s/ Peter Kompaniez
                                                  ----------------------
                                                  Its: Vice president   
                                                       -----------------





                          TRANSACTIONS ON NOTE

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                       Amount of
          Amount of    Principal    Principal              Interest   Notation
Date        Loan         Paid        Balance    Interest     Paid      Made By
            Made                                  Paid     Through
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