AMENDED AND RESTATED PAYMENT GUARANTY







                  This AMENDED AND RESTATED PAYMENT GUARANTY ("GUARANTY") is

made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in

favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for

itself and the lenders ("LENDERS") from time to time party to the Credit

Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"),

which amends and restates each of the Payment Guaranty (Casden Guarantors) and

the Payment Guaranty (Revolver Guarantors), each dated as of March 11, 2002 and

as amended, supplemented or otherwise modified prior to the date hereof, among

the respective parties.



                               FACTUAL BACKGROUND



                  The Lenders have made a $400,000,000 credit facility available

to Apartment Investment and Management Company, a Maryland corporation ("REIT")

AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda

Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management

Company, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO,

AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"),

in accordance with the Fourth Amended and Restated Credit Agreement dated as of

March 11, 2002, as amended to date including as amended by that certain Fifth

Amended and Restated Credit Agreement, dated as of February 14, 2003, that

certain First Amendment to Fifth Amended and Restated Credit Agreement, dated as

of May 9, 2003, and that certain Second Amendment to Fifth Amended and Restated

Credit Agreement dated as of May 30, 2003, (as amended to date the "CREDIT

AGREEMENT"), by and among Borrowers, Bank of America (as Administrative Agent),

Fleet National Bank (as Syndication Agent), First Union National Bank (as

Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc.,

as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager,

and the other Lenders from time to time party thereto. In connection with the

Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors.

Capitalized terms used but not defined herein will have the meanings set forth

in the Credit Agreement. As used herein, the term "FACILITY" shall refer

individually to each of the credit facilities available to the Borrowers under

the Credit Agreement.



                                    GUARANTY



                  1.       GUARANTY OF LOAN



                  (a) ABSOLUTE GUARANTY. Each Guarantor absolutely,

unconditionally and irrevocably guaranties to Administrative Agent and the

Lenders as primary obligors the full payment of the Indebtedness (as hereinafter

defined), and unconditionally agrees to pay to Administrative Agent and the

Lenders the full amount of the Indebtedness. This is a guaranty of payment, not

of collection. If Borrowers default in the payment when due of the Indebtedness

or any part of it, each Guarantor will in lawful money of the United States pay

to Administrative Agent and the Lenders, on demand, all sums due and owing on

the Indebtedness, including all interest, charges, fees and other sums, costs

and expenses.





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                  (b) Anything contained in this Guaranty to the contrary

notwithstanding, the obligations of each Guarantor under this Guaranty shall be

limited to a maximum aggregate amount equal to the largest amount that would not

render its obligations hereunder subject to avoidance as a fraudulent transfer

or conveyance under Section 548 of Title 11 of the United States Code or any

applicable provisions of comparable state law (collectively, the "FRAUDULENT

TRANSFER LAWS"), in each case after giving effect to all other liabilities of

such Guarantor, contingent or otherwise, that are relevant under the Fraudulent

Transfer Laws (specifically excluding, however, any liabilities of such

Guarantor (x) in respect of intercompany indebtedness to Borrowers or other

affiliates of Borrowers to the extent that such indebtedness would be discharged

in an amount equal to the amount paid by such Guarantor hereunder and (y) under

any guaranty of subordinated Indebtedness which guaranty contains a limitation

as to maximum amount similar to that set forth in this Section 1, pursuant to

which the liability of such Guarantor hereunder is included in the liabilities

taken into account in determining such maximum amount) and after giving effect

as assets to the value (as determined under the applicable provisions of the

Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,

indemnification or contribution of such Guarantor pursuant to applicable law or

pursuant to the terms of any agreement.



                  2. LOAN. In this Guaranty, the term "Indebtedness" is broadly

defined to mean and include all primary, secondary, direct, indirect, fixed and

contingent obligations of Borrowers to pay principal, interest (including

post-petition interest in any proceeding under debtor relief laws at the rate or

in the amount otherwise applicable thereto whether or not such interest is an

allowed claim in any such proceeding), prepayment charges, breakage costs, late

charges, loan fees and any other fees, charges, sums, costs and expenses that

may be owing at any time under the Loan Documents, as any or all of such

obligations may from time to time be modified, amended, extended or renewed. If

the amount outstanding under the Indebtedness is determined by a court of

competent jurisdiction, that determination shall be conclusive and binding on

each Guarantor, regardless of whether such Guarantor was a party to the

proceeding in which the determination was made or not.



                  3. RIGHTS OF ADMINISTRATIVE AGENT AND THE LENDERS. Each

Guarantor authorizes Administrative Agent or any Lender to perform any or all of

the following acts at any time in its sole discretion, all without notice to

such Guarantor and without affecting such Guarantor's obligations under this

Guaranty:



                  (a) Administrative Agent or the Requisite Lenders may alter

         any terms of the Indebtedness or any part of it, including renewing,

         compromising, extending or accelerating, or otherwise changing the time

         for payment of, or increasing or decreasing the rate of interest on,

         the Indebtedness or any part of it.



                  (b) Subject to the Intercreditor Agreement, Administrative

         Agent or any Lender may take and hold security for the Indebtedness or

         this Guaranty, accept additional or substituted security for either,

         and subordinate, exchange, enforce, waive, release, compromise, fail to

         perfect and sell or otherwise dispose of any such security in

         accordance with the terms of the Indebtedness.

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