FORM OF 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 LEHMAN COMMERCIAL PAPER INC. ("LCPI"), 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 (Non-Casden), each dated as of March 11, 2002 and as

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

respective parties hereto.



                               FACTUAL BACKGROUND



                  The Lenders have made a $287,000,000 credit facility available

to AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), NHP

Management Company, a District of Columbia corporation ("NHP MANAGEMENT") and

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

(AIMCO, NHP Management and the REIT are collectively referred to as

"BORROWERS"), in accordance with the Interim Credit Agreement (as amended to

date, the "CREDIT AGREEMENT"), dated as of March 11, 2002, by and among

Borrowers, LCPI (as Administrative Agent, as Syndication Agent and as a lender),

and Lehman Brothers Inc., as Sole Lead Arranger and Bookrunner, and the other

Lenders from time to time party thereto. 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 to the credit facility available to the

Borrowers under the Credit Agreement.



                                    GUARANTY



                  1. GUARANTY OF LOAN; 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.



                  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





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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.



                  (c) Subject to the Intercreditor Agreement, Administrative

         Agent or any Lender may direct the order and manner of any sale of all

         or any part of any security now or later to be held for the

         Indebtedness or this Guaranty, and Administrative Agent or any Lender

         may also bid at any such sale.



                  (d) Subject to the Intercreditor Agreement, Administrative

         Agent or any Lender may apply any payments or recoveries from

         Borrowers, Guarantors or any other source, and any proceeds of any

         security, to Borrowers' obligations under the Loan Documents in such

         manner, order and priority as Administrative Agent or such Lender may

         elect, whether or not those obligations are guarantied by this Guaranty

         or secured at the time of the application.



                  (e)      Subject to the Intercreditor Agreement,

         Administrative Agent or any Lender may release

         Borrowers of their liability for the Indebtedness or any part of it.



                  (f) Subject to the Intercreditor Agreement, Administrative

         Agent or any Lender may substitute, add or release any one or more

         Guarantors, other guarantors or endorsers.



                  (g) Subject to the Intercreditor Agreement, in addition to the

         Indebtedness, Administrative Agent or any Lender may extend other

         credit to Borrowers, and may take and hold security for the credit so

         extended, all without affecting any Guarantor's liability under this

         Guaranty.



                  4. GUARANTY TO BE ABSOLUTE. Each Guarantor expressly agrees

that until the Indebtedness is paid and performed in full and each and every

term, covenant and condition of this Guaranty is fully performed, such Guarantor

shall not be released by or because of:

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