REDEMPTION AND CONTRIBUTION AGREEMENT



         REDEMPTION AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of

December 1, 2003, between Winthrop Financial Associates, A Limited Partnership,

a Maryland limited partnership ("Winthrop"), and NHP Management Company, a

Delaware corporation ("NHP").



                              W I T N E S S E T H:



         WHEREAS, Winthrop holds general and limited partnership interests (the

"Partnership Interests") as indicated in each of the limited partnerships listed

on Schedule 1 hereto (the "Partnerships");



         WHEREAS, NHP is the Associate General Partner of Winthrop pursuant to

the terms of that certain Second Amended and Restated Agreement of Limited

Partnership of Winthrop, dated October 27, 1997, among Linnaeus Associates

Limited Partnership, Londonderry Holdings LLC and NHP, as amended by that

certain Amendment No. 1, dated as of February 26, 1999 (as amended, the

"Partnership Agreement");



         WHEREAS, pursuant to that certain Allocation Agreement, dated of even

date herewith, among Winthrop, First Winthrop Corporation, W.T. Limited

Partnership, NHP and AIMCO Properties, L.P. (the "Allocation Agreement"), the

parties thereto have set forth the amount allocable to each Partnership

Interest;



         WHEREAS, NHP desires to cause wholly-owned subsidiaries to acquire the

Partnership Interests in complete redemption of its interest in Winthrop, and

Winthrop has agreed to permit such redemption, all upon the terms and conditions

set forth herein;



         WHEREAS, prior to the redemption, NHP will transfer its interest as an

Associate General Partner to its wholly owned subsidiary, AIMCO/New WFA

Associates Partner, LLC, a Delaware limited liability company ("New NHP"), and

NHP will cause New NHP to abide by the terms of this Agreement as fully as if it

were NHP hereunder, and all references to NHP herein shall be deemed references

to New NHP, and the parties hereto have obtained the necessary consents for the

transfer of the Associate General Partner interest to New NHP;



         NOW, THEREFORE, in consideration of the foregoing premises and of the

mutual agreements and other good and valuable consideration hereinafter set

forth, the parties hereto, intending to be legally bound, do hereby agree as

follows:



                                  ARTICLE FIRST

                                     CLOSING



         1.1      The Closing. The closing of the transactions set forth in

Sections 1.2 and 1.3 of this Article FIRST, which may occur on one or more

occasions as hereinafter contemplated (each, a







"Closing"), shall take place at the offices of Winthrop's Attorney, 100 Jericho

Quadrangle, Suite 214, Jericho, New York 11753 and at such time or times as

hereinafter set forth:



                  (i)      In the event that Limited Partner Consent (as

hereinafter defined) has been obtained on or prior to sixty days from the date

hereof (the "First Consent Date") with respect to all of the Partnerships and

the other conditions set forth in Articles FIFTH and SIXTH hereof have been

satisfied or waived, the Closing shall take place at 10:00 A.M., New York City

time, on the third business day following the First Consent Date, or at such

other time on such date, or on such other date, as Winthrop and NHP may agree;



                  (ii)     In the event that Limited Partner Consent with

respect to all of the Partnerships has not been obtained on or prior to the

First Consent Date, the Closing with respect to those Partnerships for which

Limited Partner Consent has been obtained on or prior to the First Consent Date

shall take place at 10:00 A.M., New York City time, on the third business day

following the First Consent Date, or at such other time on such date, or on such

other date, as Winthrop and NHP may agree;



                  (iii)    In the event that Limited Partner Consent with

respect to all of the Partnerships has not been obtained on or prior to the

First Consent Date but Limited Partner Consent is obtained with respect to one

or more Partnerships following the First Consent Date, the Closing with respect

to those Partnerships for which Limited Partner Consent has been obtained

subsequent to the First Consent Date shall take place on such date(s) and at

such time(s) as Winthrop and NHP may agree, but with respect to any such

Partnership, not more than 15 business days following the notice of any party to

the others that Limited Partner Consent has been obtained.



As used herein, the date of such Closing is referred to as the "Closing Date"

and the time on such Closing Date is referred to as the "Closing Time".



         1.2      Contribution by NHP. On each Closing Date, immediately prior

to the transaction contemplated by Section 1.3 hereof, NHP shall make a capital

contribution in immediately available funds to Winthrop equal to the amount set

forth in the Allocation Agreement for each Partnership Interest for which

Limited Partner Consent has been obtained and which Partnership Interest is to

be distributed to it pursuant to Section 1.3 hereof.



         1.3      Redemption of Interest. On each Closing Date, immediately

following the transaction contemplated by Section 1.2 hereof, Winthrop shall

transfer to NHP (or its designee), in full, in the event that following such

transfer all of the Partnership Interests will have been transferred to NHP, or

partial, in the event that following such transfer all of the Partnership

Interests will not have then been transferred, redemption of NHP's interest in

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