FORM OF PAYMENT GUARANTY



                               (CASDEN GUARANTORS)



                  This PAYMENT GUARANTY ("GUARANTY") is made as of March 11,

2002, 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").



                               Factual Background



                  The Lenders intend to make 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 (the "CREDIT

AGREEMENT"), dated as of the date hereof, 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 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.



         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.





                                      H-1-1

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         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:



         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.



         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.



         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.



         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.



         Administrative Agent or any Lender may release Borrowers of their

liability for the Indebtedness or any part of it.



         Administrative Agent or any Lender may substitute, add or release any

one or more Guarantors, other guarantors or endorsers.



         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.



         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:



         Any act or event (other than payment and performance in full of the

Indebtedness) which might otherwise discharge, reduce, limit or modify such

Guarantor's obligations under this Guaranty;



         Any waiver, extension, modification, forbearance, delay or other act or

omission of Administrative Agent or any Lender, or its failure to proceed

promptly or otherwise as against Borrowers, any Guarantor or any security;

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