US REALTY PARTNERS LTD PARTNERSHIP, SC 14D1, 1999-04-09

US REALTY PARTNERS LTD PARTNERSHIP
SC 14D1, 1999-04-09
REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS

Previous: US REALTY PARTNERS LTD PARTNERSHIP, SC 14D9, 1999-04-09

Next: IMMUNOTECHNOLOGY CORP, 4, 1999-04-09

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------------------

SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)

------------------------------------

U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Name of Subject Company)

AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)

DEPOSITARY UNIT CERTIFICATES
(Title of Class of Securities)

NONE
(Cusip Number of Class of Securities)

------------------------------------

Patrick Foye Copy To:
Executive Vice President David J. Heymann, Esq.
AIMCO-GP, Inc. Post & Heymann LLP
1873 South Bellaire Street, 17th Floor 100 Jericho Quadrangle, Suite 214
Denver, Colorado 80222 Jericho, New York 11753
(303) 754-8101 (516) 681-3636

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)

------------------------------------

CALCULATION OF FILING FEE
================================================================================
Transaction Valuation*: $1,680,250 Amount of Filing Fee: $336.05
================================================================================

* For purposes of calculating the fee only. This amount assumes the purchase
of 305,500 depositary unit certificates representing assignments of limited
partnership interest ("Units") of the subject partnership for $5.50 per
Unit. The amount of the filing fee, calculated in accordance with Section
14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered
by the bidders.
(cover page 1 of 2)

<PAGE>

(cover page 2 of 2)

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable

<PAGE>

CUSIP No. NONE 14D-1 AND 13D/A Page 3

- --------------------------------------------------------------------------------

1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons

AIMCO PROPERTIES, L.P.
84-1275621
- --------------------------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [X]
- --------------------------------------------------------------------------------

3. SEC Use Only

- --------------------------------------------------------------------------------

4. Sources of Funds

WC
- --------------------------------------------------------------------------------

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]

- --------------------------------------------------------------------------------

6. Citizenship or Place of Organization

Delaware

- --------------------------------------------------------------------------------

7. Aggregate Amount Beneficially Owned by Each Reporting Person

None
- --------------------------------------------------------------------------------

8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]

- --------------------------------------------------------------------------------

9. Percent of Class Represented by Amount in Row 7

None

- --------------------------------------------------------------------------------

10. Type of Reporting Person

PN
- --------------------------------------------------------------------------------

<PAGE>

CUSIP No. NONE 14D-1 AND 13D/A Page 4

- --------------------------------------------------------------------------------

1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons

APARTMENT INVESTEMENT AND MANAGEMENT COMPANY
84-1259577

- --------------------------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group

(a) [ ]

(b) [X]
- --------------------------------------------------------------------------------

3. SEC Use Only

- --------------------------------------------------------------------------------

4. Sources of Funds

N/A
- --------------------------------------------------------------------------------

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) [ ]

- --------------------------------------------------------------------------------

6. Citizenship or Place of Organization

Maryland

- --------------------------------------------------------------------------------

7. Aggregate Amount Beneficially Owned by Each Reporting Person

243,831
- --------------------------------------------------------------------------------

8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]

- --------------------------------------------------------------------------------

9. Percent of Class Represented by Amount in Row 7

19.95%
- --------------------------------------------------------------------------------

10. Type of Reporting Person

CO
- --------------------------------------------------------------------------------

<PAGE>

SCHEDULE 14D-1/AMENDMENT NO. 1 TO SCHEDULE 13D

This Tender Offer Statement on Schedule 14D-1 (the "Statement") also
constitutes Amendment No. 2 to the Statement on Schedule 13D previously filed by
Apartment Investment and Management Company, a Maryland real estate investment
trust ("AIMCO") in connection with its beneficial ownership of Units (as defined
below). The item numbers and responses thereto set forth below are in accordance
with the requirements of Schedule 14D- 1.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is U.S. Realty Partners Limited
Partnership, a South Carolina limited partnership (the "Partnership"). The
address of the Partnership's principal executive offices is 55 Beattie Place,
Greenville, South Carolina 29602.

(b) This Statement relates to an offer by AIMCO Properties, L.P., a
Delaware limited partnership (the "Purchaser"), to purchase up to 305,500 of the
outstanding depositary unit certificates representing assignments of limited
partnership interest ("Units") of the Partnership at a purchase price of $5.50
per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 9, 1999 (the "Offer to
Purchase") and the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"), copies of which
are filed as Exhibits (a)(1) and (a)(2) hereto, respectively. The information
set forth in the Offer to Purchase under "Introduction" is incorporated herein
by reference.

(c) The information set forth in the Offer to Purchase in Section 13
("Background of the Offer") is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d), (g) This Statement is being filed by the Purchaser and AIMCO
(collectively, the "Bidders"). The information set forth in the Offer to
Purchase under "Introduction," in Section 11 ("Certain Information Concerning
the Purchaser, AIMCO and AIMCO-GP, Inc.") and in Schedule I to the Offer to
Purchase is incorporated herein by reference.

5
<PAGE>

(e)-(f) During the last five years, none of the Bidders nor, to the best of
their knowledge, any of the persons listed in Schedules I to the Offer to
Purchase (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of or prohibiting activities subject to federal or state
securities laws or finding any violation with respect to such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 10 ("Conflicts of Interest and Transactions with
Affiliates") and in Section 13 ("Background of the Offer") is incorporated
herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in the Offer to Purchase in Section 10
("Conflicts of Interest and Transactions with Affiliates") and in Section 12
("Source of Funds") is incorporated herein by reference.

(b)-(c) Not applicable.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(b), (e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Future Plans of AIMCO and the Purchaser ") is
incorporated herein by reference.

(c) The information set forth in the Offer to Purchase in Section 8
("Future Plans of AIMCO and the Purchaser"), in Section 10 ("Conflicts of
Interest and Transactions with Affiliates") and in Section 13 ("Background of
the Offer") is incorporated herein by reference.

(d) Not applicable.

<PAGE>

(f)-(g) The information set forth in the Offer to Purchase in Section 7
("Effects of the Offer") is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," and in Section 11 ("Certain Information Concerning the
Purchaser, AIMCO and AIMCO-GP, Inc.") is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth in the Offer to Purchase under "Introduction," in
Section 7 ("Effects of the Offer"), Section 10 ("Conflicts of Interest and
Transactions with Affiliates"), Section 11 ("Certain Information Concerning the
Purchaser, AIMCO, and AIMCO-GP, Inc.") and Section 13 ("Background of the
Offer") is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in the Offer to Purchase under "Introduction" and
in Section 16 ("Fees and Expenses") is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in Annex II and Annex III to the Offer to
Purchase is incorporated herein by reference. In addition, the following are
expressly incorporated in this Statement by reference: (i) the audited financial
statements of the Purchaser set forth at Part I-Item 8 of the Purchaser's Annual
Report on Form 10-K for the year ended December 31, 1998, which is on file with
the Commission; and (ii) the audited financial statements of AIMCO set forth at
Part I-Item 8 of AIMCO's Annual Report on Form 10-K for the year ended December
31, 1998, which is on file with the Commission.

ITEM 10. ADDITIONAL INFORMATION.

(a) Not applicable.

(b)-(d) The information set forth in the Offer to Purchase in Section 15
("Certain Legal Matters") is incorporated herein by reference.

<PAGE>

(e) None.

(f) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2)
hereto, respectively, is incorporated herein by reference in its entirety.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Offer to Purchase, dated April 9, 1999.

(a)(2) Letter of Transmittal and Related Instructions.

(a)(3) Cover Letter, dated April 9, 1999, from the Purchaser to the Limited
Partners of the Partnership.

(b)(1) Notice of Withdrawal

<PAGE>

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: April 9, 1999

AIMCO PROPERTIES, L.P.

By: AIMCO-GP, Inc.

By: Patrick J. Foye
-----------------------------
Patrick J. Foye
Executive Vice President

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

By: Patrick J. Foye
-----------------------------
Patrick J. Foye
Executive Vice President

<PAGE>

EXHIBIT INDEX

Exhibit Description

(a)(1) Offer to Purchase, dated April 9, 1999.

(a)(2) Letter of Transmittal and Related Instructions.

(a)(3) Cover Letter, dated April 9, 1999, from the Purchaser to the Limited
Partners of the Partnership.

(b)(1) Notice of Withdrawal

Offer to Purchase for Cash
Up to 305,500 Depositary Unit Certificates representing
Assignments of Limited Partnership Interests
in
U.S. Realty Partners Limited Partnership,
a South Carolina limited partnership
for
$5.50 Net Per Unit
by
AIMCO Properties, L.P.

- --------------------------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M.
NEW YORK TIME, ON MAY 6, 1999, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

IMPORTANT

AIMCO Properties, L.P., a Delaware limited partnership (the "Purchaser"),
is offering to purchase up to 305,500 of the outstanding depositary unit
certificates representing assignments of limited partnership interest ("Units")
in U.S. Realty Partners Limited Partnership, a South Carolina limited
partnership (the "Partnership"), at a purchase price of $5.50 per Unit (the
"Purchase Price"), net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). The Purchase Price is subject
to adjustment under certain circumstances, as described herein. Holders of Units
(each, a "Limited Partner") who tender their Units in response to the Offer will
not be obligated to pay any commissions or partnership transfer fees. The
Purchaser is an affiliate of U.S. Realty I Corporation, which is the corporate
general partner of the Partnership (the "General Partner").

Limited Partners are urged to consider the following factors:

o The Purchaser and the General Partner are both affiliates of and
controlled by Apartment Investment and Management Company, a Maryland
real estate investment trust ("AIMCO").

o Although not necessarily indicative of value, the Purchase Price is
(i) $.50 per Unit greater than the purchase price being paid in a
competing offer made on March 25, 1999 (the "Cal Kan Offer") by MP
Value Fund 4, L.P., MP Value Fund 6, LLC, MacKenzie Patterson Special
Fund, LLC, MacKenzie Patterson Special Fund 3, LLC, MacKenzie
Patterson Special Fund 4, LLC and Cal Kan, Inc. (collectively, "Cal
Kan"), (ii) $1.50 per Unit greater than the purchase price being paid
in a competing offer made on or about April 6, 1999 (the "Everest
Offer") by Everest Investors 12, LLC ("Everest") and (iii) $3.40 per
Unit greater the purchase price being paid in a competing offer made
on March 22, 1999 (the "Madison Offer") by Madison Liquidity Investors
104, LLC ("Madison"). In addition, with respect to the Madison and
Everest Offers, the purchase price is reduced by the $75.00 transfer
fee charged by the Partnership. Accordingly, the actual purchase price
for the Madison and Everest Offers is significantly reduced.

o The net liquidation value per Unit (the "Estimated Liquidation Value")
estimated by the Purchaser (which is an affiliate of the General
Partner) in connection with the Offer is $5.50. The Purchaser does not
believe, however, that either the net asset value estimate by the
General Partner's affiliate or the Estimated Liquidation Value
represents a fair estimate of the market value of a Unit, primarily
due to the fact that such estimates do not take into account timing
considerations, market uncertainties and legal and other expenses that
would be incurred in connection with a liquidation of the Partnership.
See Section 13. Accordingly, the Purchaser does not believe that such
estimates should be viewed as representative of the amount a Limited
Partner can realistically expect to obtain on a sale of a Unit or the
assets of the Partnership in the near term.

i
<PAGE>

o The Purchaser will have the right to vote all Units acquired pursuant
to the Offer. In this regard, please be advised that AIMCO has
acquired in the last 60 days a total of 243,831 Units (19.95% of the
total Units outstanding) for purchase prices of $5.50 and $5.75.
Accordingly, even if the Purchaser acquires a lesser number of Units
pursuant to the Offer, because AIMCO, an affiliate of the Purchaser,
already owns approximately 19.95% of the outstanding Units the
Purchaser and its affiliates will be able to significantly influence
the outcome of all voting decisions with respect to the Partnership.

o The Purchaser (which is an affiliate of the General Partner) is making
the Offer with a view to making a profit. Accordingly, there is a
conflict between the desire of the Purchaser (which is an affiliate of
the General Partner) to purchase Units at a low price and the desire
of the Limited Partners to sell their Units at a high price. No
independent person has been retained to evaluate or render any opinion
with respect to the fairness of the Offer, and no representation is
made by the Purchaser or any of its affiliates as to such fairness.

THIS OFFER REPRESENTS A SUBSTANTIAL INCREASE OVER THE MADISON OFFER, THE
EVEREST OFFER, AND THE CAL KAN OFFER (THE "COMPETING OFFERS"). FOR THE
CONVENIENCE OF LIMITED PARTNERS DESIRING TO WITHDRAW FROM THE CAL KAN OFFER AND
ACCEPT THE $5.50 PER UNIT OFFERED HEREBY, A FORM OF "NOTICE OF WITHDRAWAL" IS
ENCLOSED WHICH, IF PROPERLY DELIVERED TO MACKENZIE PATTERSON, INC., THE
DEPOSITARY FOR THE CAL KAN OFFER, WILL ENABLE HOLDERS OF UNITS TO WITHDRAW UNITS
TENDERED PURSUANT TO THE CAL KAN OFFER. (SEE "INTRODUCTION").

UNITS TENDERED TO EVEREST, MADISON OR MACKENZIE PATTERSON, INC., DEPOSITARY
FOR THE CAL KAN OFFER, MUST BE WITHDRAWN IF THE LIMITED PARTNER DESIRES TO
TENDER THEM INTO THIS OFFER. (SEE "INTRODUCTION"). HOLDERS OF UNITS SEEKING
ASSISTANCE IN WITHDRAWING UNITS TENDERED PURSUANT TO A COMPETING OFFER MAY CALL
THE INFORMATION AGENT AT THE NUMBERS LISTED BELOW.

The Offer is not conditioned on financing or upon any minimum aggregate
number of Units being tendered.

----------

Any Limited Partner desiring to tender Units should complete and sign the
Letter of Transmittal in accordance with the Instructions to the Letter of
Transmittal and mail or deliver the signed Letter of Transmittal to the
Information Agent. A Limited Partner may tender any or all of the Units owned by
that Limited Partner. Tenders of fractional Units will not be permitted, except
by a Limited Partner who is tendering all of the Units owned by that Limited
Partner.

Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Letter of Transmittal may be directed to the
Information Agent at the address and telephone numbers set forth below and on
the back cover of this Offer to Purchase. No soliciting dealer fees or other
payments to brokers for tenders are being paid by the Purchaser (which is an
affiliate of the General Partner).

----------

For More Information or for Further Assistance Please Call:

River Oaks Partnership Services, Inc.

(888) 349-2005

(201) 896-1900

April 9, 1999

<PAGE>

TABLE OF CONTENTS

Page
----

INTRODUCTION..................................................................1

THE OFFER.....................................................................5

Section 1. Terms of the Offer; Expiration Date; Proration...............5

Section 2. Acceptance for Payment and Payment for Units.................5

Section 3. Procedure for Tendering Units................................6

Section 4. Withdrawal Rights............................................8

Section 5. Extension of Tender Period; Termination; Amendment...........8

Section 6. Certain Federal Income Tax Matters...........................9

Section 7. Effects of the Offer........................................11

Section 8. Future Plans of AIMCO and the Purchaser.....................12

Section 9. Certain Information Concerning the Partnership..............12

Section 10. Conflicts of Interest and Transactions with Affiliates.....14

Section 11. Certain Information Concerning the Purchaser and AIMCO.....15

Section 12. Source of Funds............................................16

Section 13. Background of the Offer....................................16

Section 14. Conditions of the Offer....................................18

Section 15. Certain Legal Matters......................................20

Section 16. Fees and Expenses..........................................20

Section 17. Miscellaneous..............................................21

ANNEX I -- OFFICERS AND DIRECTORS...........................................I-1

ANNEX II -- FINANCIAL INFORMATION OF THE PURCHASER AND ITS AFFILIATES .....II-1

ANNEX III -- FINANCIAL INFORMATION OF AIMCO AND ITS AFFILIATES ...........III-1

<PAGE>

To the Limited Partners of
U.S. Realty Partners Limited Partnership

INTRODUCTION

AIMCO Properties, L.P. (the "Purchaser"), which is a Delaware limited
partnership and an affiliate of the General Partner (as defined below), hereby
offers to purchase up to 305,500 of the outstanding depositary unit certificates
representing assignments of limited partnership interest ("Units"), in U.S.
Realty Partners Limited Partnership, a South Carolina limited partnership (the
"Partnership"), at a purchase price of $5.50 per Unit (the "Purchase Price"),
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"). The Offer is not conditioned on any aggregate minimum
number of Units being tendered. The 305,500 Units sought pursuant to the Offer
represent 25% of the total Units outstanding, A Limited Partner may tender any
or all of the Units owned by that Limited Partner. Tenders of fractional Units
will not be permitted except by a Limited Partner who is tendering all of the
Units owned by that Limited Partner. The Purchaser (which is an affiliate of the
General Partner) will pay all charges and expenses of River Oaks Partnership
Services, Inc., who will serve as the Purchaser's information agent and
depositary for the Offer (the "Information Agent").

The Purchaser; Affiliation with the General Partner. U.S. Realty I
Corporation, which is the corporate general partner of the Partnership (the
"General Partner"), is a direct, wholly-owned subsidiary of Apartment Investment
and Management Company, a publicly traded Maryland real estate investment trust
("AIMCO"). AIMCO is the sole shareholder of the Purchaser's general partner and,
at December 31, 1998, held an 83% partnership interest in the Purchaser. By
reason of these relationships, the General Partner has conflicts of interest in
considering the Offer. The Partnership has indicated in a Statement on Schedule
14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange Commission
(the "Commission") that it is remaining neutral and making no recommendation as
to whether Limited Partners should tender their Units in response to the Offer.
The Partnership states, however, that if a Limited Partner desires to obtain
cash for its Units presently, it believes that those Limited Partners should
tender their Units for the greatest purchase price. Limited Partners are urged
to read this Offer to Purchase and the related materials and the Schedule 14D-9
carefully and in their entirety before deciding whether to tender their Units.
See Sections 10 and 13.

Some Factors to Be Considered by Limited Partners. In considering the
Offer, Limited Partners may wish to consider the following factors:

Potential Adverse Aspects of the Offer for Limited Partners

o The Purchaser and the General Partner are affiliates of and controlled
by AIMCO. See Sections 11 and 13. The General Partner has conflicts of
interest in considering the Offer, including (i) as a result of the
fact that a sale or liquidation of the Partnership's assets would
result in a decrease or elimination of the fees paid to the General
Partner and/or its affiliates and (ii) the fact that as a consequence
of the Purchaser's ownership of Units, the Purchaser (which is an
affiliate of the General Partner) may have incentives to seek to
maximize the value of its ownership of Units, which in turn may result
in a conflict for the General Partner in attempting to reconcile the
interests of the Purchaser (which is an affiliate of the General
Partner) with the interests of the other Limited Partners. See Section
10.

o The net liquidation value per Unit (the "Estimated Liquidation Value")
estimated by the Purchaser (which is an affiliate of the General
Partner) in connection with the Offer is $5.50. See Section 13 for a
discussion of why the Purchaser (which is an affiliate of the General
Partner) believes that such estimates are not necessarily indicative
of the fair market value of a Unit. The Purchaser (which is an
affiliate of the General Partner) makes no representation and
expresses no opinion as to the fairness or adequacy of the Purchase
Price.

<PAGE>

o As with any rational investment decision, the Purchaser (which is an
affiliate of the General Partner) is making the Offer with a view to
making a profit. Accordingly, there is a conflict between the desire
of the Purchaser (which is an affiliate of the General Partner) to
purchase Units at a low price and the desire of the Limited Partners
to sell their Units at a high price. No independent person has been
retained to evaluate or render any opinion with respect to the
fairness of the Offer, and no representation is made by the Purchaser
or any of its affiliates as to such fairness.

o The Purchaser will have the right to vote all Units acquired pursuant
to the Offer. In this regard, please be advised that AIMCO (an
affiliate of the Purchaser) has acquired in the last 60 days a total
of 243,831 Units (19.95% of the total Units outstanding) for purchase
prices of $5.50 and $5.75. Accordingly, even if the Purchaser acquires
a lesser number of Units pursuant to the Offer, because AIMCO already
owns approximately 19.95% of the outstanding Units it will be able to
significantly influence the outcome of all voting decisions with
respect to the Partnership. This means that (i) non-tendering Limited
Partners could be prevented from taking action they desire but that
AIMCO and the Purchaser (which are affiliates of the General Partner)
opposes and (ii) AIMCO and the Purchaser (which are affiliates of the
General Partner) may be able to take action desired by it but opposed
by the non-tendering Limited Partners.

Potentially Beneficial Aspects of the Offer for Limited Partners

o Although there are some limited resale mechanisms available to Limited
Partners wishing to sell their Units, including the Cal Kan Offer, the
Everest Offer and the Madison Offer (collectively, the "Competing
Offers"), there is no formal trading market for Units. At present,
Limited Partners may seek to negotiate private sales or sales through
a trading system such as the American Partnership Board, which
publishes sell offers by Limited Partners in respect of Units.
Accordingly, the Offer affords Limited Partners an opportunity to
dispose of their Units for cash which otherwise might not be available
to them.

o The Offer may be attractive to Limited Partners who have an immediate
need for cash.

o Limited Partners who sell Units pursuant to the Offer will not be
charged any sales commissions or partnership transfer fees.

o Real estate markets in the United States generally have recovered and
experienced an upward trend since the end of the last recession. That
recovery and upward trend might continue. On the other hand, real
estate markets also may be adversely affected by a variety of factors,
including possible fluctuations in interest rates, economic slowdowns
and overbuilding. Accordingly, ownership of Units continues to be a
speculative investment. The Offer may provide Limited Partners with
the opportunity to liquidate their interests in the Partnership and
replace them with investments that are less speculative.

2
<PAGE>

o The Offer may be attractive to Limited Partners who wish to avoid in
the future the expenses, delays and complications in filing personal
income tax returns which may be caused by ownership of Units. In
addition, a Limited Partner who sells 100% of its Units pursuant to
the Offer will no longer be subject to the passive activity loss
limitation with respect to "suspended" losses attributable to those
Units and, therefore, will be able to utilize fully any such losses.

o The Offer may be attractive to those Limited Partners who have become
disenchanted with real estate investments generally, and in particular
with the perceived illiquidity of investments made through limited
partnerships, because it may afford an immediate opportunity for those
Limited Partners to liquidate their investments in the Partnership. On
the other hand, Limited Partners who tender their Units will be giving
up the opportunity to participate in any potential future benefits
represented by the ownership of those Units, including, for example,
the right to participate in any future distributions of cash or
property, whether from operations, the proceeds of a sale or
refinancing of one or more of the Partnership's properties or in
connection with any future liquidation of the Partnership. Instead,
any such distributions of cash or property with respect to Units
tendered in the Offer and purchased by the Purchaser will be paid to
the Purchaser.

The Purchaser (which is an affiliate of the General Partner) makes no
recommendation to any Limited Partner as to whether to tender or refrain from
tendering Units and has been advised by the General Partner that the General
Partner also expects to make no recommendation. Each Limited Partner must make
its own decision, based on the Limited Partner's particular circumstances, as to
whether to tender Units and, if so, how many Units to tender. Limited Partners
should consult with their respective advisors regarding the financial, tax,
legal and other implications of accepting the Offer. Limited Partners are urged
to read this Offer to Purchase and the related materials carefully and in their
entirety before deciding whether to tender their Units.

Reasons for and Effects of the Offer. The Purchaser's purpose in making the
Offer is to increase its equity interest in the Partnership, primarily for
investment purposes and with a view to making a profit. Although the number of
Units sought in the Offer will not give the Purchaser (which is an affiliate of
the General Partner) absolute control over the Partnership, if the Purchaser is
successful in acquiring all or a substantial portion of the Units it is
tendering for, it will be in a position to exercise significant influence over
the outcome of any vote by Limited Partners. Even if the Purchaser acquires a
lesser number of Units pursuant to the Offer, however, because AIMCO (an
affiliate of the Purchaser) already owns approximately 19.95% of the outstanding
Units it will be able to significantly influence the outcome of all voting
decisions with respect to the Partnership. See Sections 8, 10 and 13.

Certain Tax Considerations. A sale by a Limited Partner pursuant to the
Offer will result in taxable gain (or loss) equal to the excess (deficit) of the
amount realized by the Limited Partner for the Units sold over (under) such
Limited Partner's adjusted tax basis in those Units, which may be taxable as
ordinary income or loss, capital gain or loss or gain from real estate
depreciation recapture. If a Limited Partner has suspended "passive losses" from
the Partnership or other passive activity investments, such Limited Partner
generally may deduct these losses up to the amount of any gain from the sale. A
sale pursuant to the Offer of all of a Limited Partner's Units will terminate
his or her investment in the Partnership and, commencing with the year following
the year of sale, the Limited Partner will no longer receive Partnership tax
information or have to report the complicated tax information currently required
of Limited Partners. See Section 6.

General Policy Regarding Sales and Refinancings of Partnership Properties;
Alternatives. It is not known when the Partnership's properties may be sold.
There may be no way to liquidate a Limited Partner's investment in a partnership
in the future until the properties are sold and the Partnership is liquidated.
In general, the General Partner regularly evaluates the Partnership's properties
by considering various factors, such as the Partnership's financial position and
real estate and capital markets conditions. The General Partner monitors each
property's specific locale and sub-market conditions evaluating current trends,
competition, new construction and economic changes. The General Partner oversees
each asset's operating performance and continuously evaluates the physical
improvement requirements. In addition, the financing structure for each
property, tax implications and the investment climate are all considered. Any of
these factors, and possibly others, could potentially contribute to any decision
by the General Partner to sell, refinance, upgrade with capital improvements or
hold a particular Partnership property. Under the Limited Partnership Agreement
the term of the Partnership will continue until December 31, 2005, unless sooner
terminated as provided in the Limited Partnership Agreement or by law.

3
<PAGE>

Withdrawal of Units Tendered Pursuant to a Competing Offer. If a Limited
Partner who has tendered its Units pursuant to Competing Offer wishes to tender
some or all of such Units to the Purchaser pursuant to this Offer, such Limited
Partner must withdraw such Units by following the procedures set forth below.
Those Limited Partners desiring to withdraw their tender from the Cal Kan Offer
must do so in accordance with the applicable procedures set forth in Section 4
of the Cal Kan Offer and the related Letter of Transmittal. Limited Partners who
desire assistance in withdrawing the Units tendered pursuant to a Competing
Offer may call the Information Agent at (201) 896-1900 or at (888) 349-2005.
With respect to withdrawal of Units, Section 4 of the Cal Kan Offer provides, in
relevant part:

"For withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by
the Depositary at the address or the facsimile number set
forth in the [Letter of Transmittal attached to the Cal Kan
Offer]. Any such notice of withdrawal must specify the name
of the person who tendered the Units to be withdrawn and
must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal
was signed."

In connection with this Offer, for the convenience of Limited Partners, the
Purchaser has provided a form of "Notice of Withdrawal" which, if properly
completed and timely delivered to MacKenzie Patterson, Inc., the depository for
the Cal Kan Offer, will enable a Limited Partner to withdraw Units tendered
pursuant to the Cal Kan Offer. The appropriate form of "Notice of Withdrawal,"
or any other proper Notice of Withdrawal which complies with the withdrawal
requirements of Section 4 of the Cal Kan Offer should be sent to MacKenzie
Patterson, Inc., the depository for the Cal Kan Offer, in accordance with the
terms of the Cal Kan Offer by no later than April 30, 1999, the expiration date
of the Cal Kan Offer, unless extended. ANY LIMITED PARTNER TENDERING UNITS TO
THE PURCHASER FOLLOWING THE WITHDRAWAL OF SUCH UNITS FROM THE CAL KAN OFFER OR
ANOTHER COMPETING OFFER SHOULD FURNISH THE INFORMATION AGENT OF THIS OFFER WITH
COPIES OF THE NOTICE(S) OF WITHDRAWAL SENT BY SUCH LIMITED PARTNER TO CAL KAN
(or its depository), OR SUCH OTHER BIDDER IN A COMPETING OFFER, AS THE CASE MAY
BE.

Conditions. The Offer is not conditioned on any aggregate minimum number of
Units being tendered. Certain other conditions do apply, however. See Section
14.

Distributions. No cash distributions were made by the Partnership to
Limited Partners during the years ended December 31, 1998 or 1997. Pursuant to
the terms of the loan agreement encumbering the Partnership's properties, the
Partnership is prohibited from making distributions to the Limited Partners
until such debt is satisfied. All net cash flow of the Partnership is required
to be paid to the lender to reduce accrued interest and principal on the loan.
See Section 9.

Outstanding Units. According to information supplied by the Partnership, as
of December 31, 1998 there were 1,222,000 Units issued and outstanding, which
were held of record by 2,033 Limited Partners. AIMCO currently owns 243,831
(representing approximately 19.95%) of the outstanding Units. See Section 11 of
this Offer to Purchase for a list of transactions in the Units effected by the
Purchaser and its affiliates within the past 60 days.

4
<PAGE>

THE OFFER

Section 1. Terms of the Offer; Expiration Date; Proration. Upon the terms
and subject to the conditions of the Offer, the Purchaser (which is an affiliate
of the General Partner) will accept for payment (and thereby purchase) up to
305,500 Units that are validly tendered on or prior to the Expiration Date and
not withdrawn in accordance with the procedures set forth in Section 4. For
purposes of the Offer, the term "Expiration Date" shall mean 11:59 P.M., New
York City time, on May 6, 1999, unless the Purchaser in its sole discretion
shall have extended the period of time for which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and date on which
the Offer, as extended by the Purchaser, shall expire. See Section 5 for a
description of the Purchaser's right to extend the period of time during which
the Offer is open and to amend or terminate the Offer.

The Purchase Price will automatically be reduced by the aggregate amount of
distributions per Unit, if any, made by the Partnership to Limited Partners from
and after the date of this Offer until the date on which the Purchaser pays for
Units purchased pursuant to the Offer.

If, prior to the Expiration Date, the Purchaser increases the consideration
offered to Limited Partners pursuant to the Offer, the increased consideration
will be paid for all Units accepted for payment pursuant to the Offer,
regardless of whether the Units were tendered prior to the increase in the
consideration offered.

If more than 305,500 Units are validly tendered prior to the Expiration
Date and not properly withdrawn prior to the Expiration Date in accordance with
the procedures specified in Section 4, the Purchaser will, upon the terms and
subject to the conditions of the Offer, accept for payment and pay for an
aggregate of 305,500 of the Units so tendered, pro rata according to the number
of Units validly tendered by each Limited Partner and not properly withdrawn on
or prior to the Expiration Date, with appropriate adjustments to avoid purchases
of fractional Units. If the number of Units validly tendered and not properly
withdrawn on or prior to the Expiration Date is less than or equal to 305,500
Units, the Purchaser will purchase all Units so tendered and not withdrawn, upon
the terms and subject to the conditions of the Offer.

If proration of tendered Units is required, then, subject to the
Purchaser's obligation under Rule 14e-1(c) under the Securities Exchange Act of
1934 (the "Exchange Act") to pay Limited Partners the Purchase Price in respect
of Units tendered or return those Units promptly after the termination or
withdrawal of the Offer, the Purchaser does not intend to pay for any Units
accepted for payment pursuant to the Offer until the final proration results are
known. Notwithstanding any such delay in payment, no interest will be paid on
the Purchase Price.

The Offer is conditioned on satisfaction of certain conditions. See Section
14, which sets forth in full the conditions of the Offer. The Purchaser reserves
the right (but in no event shall be obligated), in its sole discretion, to waive
any or all of those conditions. If, on or prior to the Expiration Date, any or
all of the conditions have not been satisfied or waived, the Purchaser reserves
the right to (i) decline to purchase any of the Units tendered and terminate the
Offer, (ii) waive all of the unsatisfied conditions and, subject to complying
with applicable rules and regulations of the Commission, purchase all Units
validly tendered, (iii) extend the Offer and, subject to the right of Limited
Partners to withdraw Units until the Expiration Date, retain the Units that have
been tendered during the period or periods for which the Offer is extended,
and/or (iv) amend the Offer.

This Offer to Purchase and the related Letter of Transmittal are being
mailed by the Purchaser (which is an affiliate of the General Partner) to the
persons shown by the Partnership's records to have been Limited Partners or (in
the case of Units owned of record by Individual Retirement Accounts ("IRAs") and
qualified plans) beneficial owners of Units as of April 1, 1999. For
administrative purposes, the transfer of Units will be effective April 1, 1999.

Section 2. Acceptance for Payment and Payment for Units. Upon the terms and
subject to the conditions of the Offer, the Purchaser (which is an affiliate of
the General Partner) will accept for payment (and thereby purchase) and will pay
for all Units validly tendered and not withdrawn in accordance with the
procedures specified in Section 4, as promptly as practicable following the
Expiration Date. A tendering beneficial owner of Units whose Units are owned of
record by an IRA or other qualified plan will not receive direct payment of the
Purchase Price; rather, payment will be made to the custodian of such account or
plan. In all cases, payment for Units purchased pursuant to the Offer will be
made only after timely receipt by the Information Agent of a properly

5
<PAGE>

completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal. See Section 3. Under no circumstances
will interest be paid on the Purchase Price by reason of any delay in making
such payment.

For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment pursuant to the Offer, and thereby purchased, validly tendered Units
if, as and when the Purchaser gives verbal or written notice to the Information
Agent of the Purchaser's acceptance of those Units for payment pursuant to the
Offer. Upon the terms and subject to the conditions of the Offer, payment for
Units accepted for payment pursuant to the Offer will be made by deposit of the
Purchase Price with the Information Agent, which will act as agent for tendering
Limited Partners for the purpose of receiving payments from the Purchaser and
transmitting those payments to Limited Partners whose Units have been accepted
for payment.

If any tendered Units are not purchased for any reason, the Letter of
Transmittal with respect to such Units will be destroyed by the Purchaser. If
for any reason acceptance for payment of, or payment for, any Units tendered
pursuant to the Offer is delayed or the Purchaser is unable to accept for
payment, purchase or pay for Units tendered pursuant to the Offer, then, without
prejudice to the Purchaser's rights under Section 14, the Purchaser may retain
tendered Units, and those Units may not be withdrawn except to the extent that
the tendering Limited Partners are entitled to withdrawal rights as described in
Section 4; subject, however, to the Purchaser's obligation under Rule 14e-1(c)
under the Exchange Act to pay Limited Partners the Purchase Price in respect of
Units tendered or return those Units promptly after termination or withdrawal of
the Offer.

The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of the Purchaser's affiliates, the right to
purchase Units tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the Offer or
prejudice the rights of tendering Limited Partners to receive payment for Units
validly tendered and accepted for payment pursuant to the Offer.

Section 3. Procedure for Tendering Units.

Valid Tender. In order for a tendering Limited Partner to participate in
the Offer, its Units must be validly tendered and not withdrawn on or prior to
the Expiration Date. To validly tender Units, a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal must be received by the Information Agent, at its address set forth
on the back cover of this Offer to Purchase, on or prior to the Expiration Date,
including , without limitation, to the extent a Limited Partners Units are
represented by a certificate, the certificate evidencing such Units. A Limited
Partner may tender any or all of the Units owned by that Limited Partner;
provided, however, tenders of fractional Units will not be permitted, except by
a Limited Partner who is tendering all of the Units owned by that Limited
Partner. No alternative, conditional or contingent tenders will be accepted.

Signature Requirements. If the Letter of Transmittal is signed by the
registered holder of the Units and payment is to be made directly to that
holder, then no signature guarantee is required on the Letter of Transmittal.
Similarly, if the Units are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States (each an "Eligible Institution"), no signature guarantee is
required on the Letter of Transmittal. However, in all other cases, all
signatures on the Letter of Transmittal must be guaranteed by an Eligible
Institution. Please contact the Information Agent for assistance in obtaining a
signature guarantee.

Delivery of Letter of Transmittal. The method of delivery of the Letter of
Transmittal and all other required documents is at the option and risk of the
tendering Limited Partner, and delivery will be deemed made only when actually
received by the Information Agent. In all cases, sufficient time should be
allowed to assure timely delivery.

Appointment as Proxy; Power of Attorney. By executing a Letter of
Transmittal, a tendering Limited Partner irrevocably appoints the Purchaser
(which is an affiliate of the General Partner), and its managers and designees
as the Limited Partner's proxies, in the manner set forth in the Letter of
Transmittal, each with full power of substitution, to the full extent of the
Limited Partner's rights with respect to the Units tendered by the Limited
Partner and accepted for payment by the Purchaser (which is an affiliate of the
General Partner). Each such proxy shall be considered coupled with an interest
in the tendered Units. Such appointment will be effective when, and only to the
extent that, the Purchaser accepts the tendered Units for payment. Upon such
acceptance for payment,

6
<PAGE>

all prior proxies given by the Limited Partner with respect to the Units will,
without further action, be revoked, and no subsequent proxies may be given (and
if given will not be effective). The Purchaser and its managers and designees
will, as to those Units, be empowered to exercise all voting and other rights of
the Limited Partner as they in their sole discretion may deem proper at any
meeting of Limited Partners, by written consent or otherwise. The Purchaser
reserves the right to require that, in order for Units to be deemed validly
tendered, immediately upon the Purchaser's acceptance for payment of the Units,
the Purchaser must be able to exercise full voting rights with respect to the
Units, including voting at any meeting of Limited Partners then scheduled or
acting by written consent without a meeting.

By executing a Letter of Transmittal, a tendering Limited Partner also
irrevocably constitutes and appoints the Purchaser and its general partner and
designees as the Limited Partner's attorneys-in-fact, each with full power of
substitution, to the full extent of the Limited Partner's rights with respect to
the Units tendered by the Limited Partner and accepted for payment by the
Purchaser. Such appointment will be effective when, and only to the extent that,
the Purchaser accepts the tendered Units for payment. The tendering Limited
Partner agrees not to exercise any rights pertaining to the tendered Units
without the prior consent of the Purchaser. Upon such acceptance for payment,
all prior powers of attorney granted by the Limited Partner with respect to such
Units will, without further action, be revoked, and no subsequent powers of
attorney may be granted (and if granted will not be effective). Pursuant to such
appointment as attorneys-in-fact, the Purchaser and its general partner and
designees each will have the power, among other things, (i) to transfer
ownership of such Units on the Partnership books maintained by the General
Partner (and execute and deliver any accompanying evidences of transfer and
authenticity any of them may deem necessary or appropriate in connection
therewith), (ii) upon receipt by the Information Agent (as the tendering Limited
Partner's agent) of the Purchase Price, to become a substituted Limited Partner,
to receive any and all distributions made by the Partnership on or after the
date on which the Purchaser purchases such Units, and to receive all benefits
and otherwise exercise all rights of beneficial ownership of such Units in
accordance with the terms of the Offer, (iii) to execute and deliver to the
General Partner a change of address form instructing the General Partner to send
any and all future distributions to which the Purchaser is entitled pursuant to
the terms of the Offer in respect of tendered Units to the address specified in
such form, and (iv) to endorse any check payable to or upon the order of such
Limited Partner representing a distribution to which the Purchaser is entitled
pursuant to the terms of the Offer, in each case in the name and on behalf of
the tendering Limited Partner.

Assignment of Interest in Future Distributions. By executing a Letter of
Transmittal, a tendering Limited Partner irrevocably assigns to the Purchaser
(which is an affiliate of the General Partner) and its assigns all of the right,
title and interest of the Limited Partner in and to any and all distributions
made by the Partnership on or after the date on which the Purchaser purchases
such Units, in respect of the Units tendered by such Limited Partner and
accepted for payment by the Purchaser, regardless of the fact that the record
date for any such distribution may be a date prior to the date of such purchase.
The Purchaser will seek to be admitted to the Partnership as a substituted
Limited Partner upon consummation of the Offer.

Determination of Validity; Rejection of Units; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Units pursuant to the Offer will be determined by the Purchaser (which is an
affiliate of the General Partner), in its sole discretion, which determination
shall be final and binding. The Purchaser reserves the absolute right to reject
any or all tenders of any particular Units determined by it not to be in proper
form or if the acceptance of or payment for those Units may, in the opinion of
the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute
right to waive or amend any of the conditions of the Offer that it is legally
permitted to waive as to the tender of any particular Units and to waive any
defect or irregularity in any tender with respect to any particular Units of any
particular Limited Partner. The Purchaser's interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
Instructions thereto) will be final and binding. No tender of Units will be
deemed to have been validly made until all defects and irregularities have been
cured or waived. None of the Purchaser, the Information Agent or any other
person will be under any duty to give notification of any defects or
irregularities in the tender of any Units or will incur any liability for
failure to give any such notification.

Backup Federal Income Tax Withholding. To prevent the possible application
of backup federal income tax withholding of 31% with respect to payment of the
Purchase Price, each tendering Limited Partner must provide the Purchaser (which
is an affiliate of the General Partner) with the Limited Partner's correct
taxpayer identification number by completing the Substitute Form W-9 included in
the Letter of Transmittal. See the Instructions to the Letter of Transmittal and
Section 6.

7
<PAGE>

FIRPTA Withholding. To prevent the withholding of federal income tax in an
amount equal to 10% of the amount of the Purchase Price plus Partnership
liabilities allocable to each Unit purchased, each tendering Limited Partner
must complete the FIRPTA Affidavit included in the Letter of Transmittal
certifying the Limited Partner's taxpayer identification number and address and
that such Limited Partner is not a foreign person. See the Instructions to the
Letter of Transmittal and Section 6.

Binding Obligation. A tender of Units pursuant to and in accordance with
the procedures described in this Section 3 and the acceptance for payment of
such Units will constitute a binding agreement between the tendering Limited
Partner and the Purchaser (which is an affiliate of the General Partner) on the
terms set forth in this Offer to Purchase and in the Letter of Transmittal.

Section 4. Withdrawal Rights. Tenders of Units pursuant to the Offer are
irrevocable, except that Units tendered pursuant to the Offer may be withdrawn
at any time prior to the Expiration Date and, unless already accepted for
payment as provided in this Offer to Purchase, may also be withdrawn at any time
after June 8, 1999. For withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Information
Agent at its address set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Units to be withdrawn and must be signed by the person(s) who signed the Letter
of Transmittal in the same manner as the Letter of Transmittal was signed
(including signature guarantees by an Eligible Institution). Units properly
withdrawn will be deemed not to be validly tendered for purposes of the Offer.
Withdrawn Units may be re-tendered, however, by following the procedures
described in Section 3 at any time prior to the Expiration Date.

If payment for Units is delayed for any reason or if the Purchaser (which
is an affiliate of the General Partner) is unable to pay for Units for any
reason, then, without prejudice to the Purchaser's rights under the Offer,
tendered Units may be retained by the Purchaser and may not be withdrawn except
to the extent that tendering Limited Partners are entitled to withdrawal rights
as set forth in this Section 4; subject, however, to the Purchaser's obligation,
pursuant to Rule 14e-1(c) under the Exchange Act, to pay Limited Partners the
Purchase Price in respect of Units tendered or return those Units promptly after
termination or withdrawal of the Offer.

All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. None of the
Purchaser, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification.

Section 5. Extension of Tender Period; Termination; Amendment. The
Purchaser (which is an affiliate of the General Partner) expressly reserves the
right, in its sole discretion, at any time and from time to time, (i) to extend
the period of time during which the Offer is open and thereby delay acceptance
for payment of, and the payment for, validly tendered Units, (ii) to terminate
the Offer if any condition referred to in Section 14 has not been satisfied or
upon the occurrence of any event specified in Section 14 and (iii) to amend the
Offer in any respect (including, without limitation, by increasing the
consideration offered, increasing or decreasing the number of Units being
sought, or both). Notice of any such extension, termination or amendment will be
disseminated promptly to Limited Partners in a manner reasonably designed to
inform Limited Partners of such change in compliance with Rule 14d-4(c) under
the Exchange Act. In the case of an extension of the Offer, the extension will
be followed by a press release or public announcement which will be issued no
later than 9:00 a.m., New York City time, on the next business day after the
then scheduled Expiration Date, in accordance with Rule 14e-1(d) under the
Exchange Act.

If the Purchaser extends the Offer, or if the Purchaser (whether before or
after its acceptance for payment of Units) is delayed in its payment for Units
or is unable to pay for Units pursuant to the Offer for any reason, then,
without prejudice to the Purchaser's rights under the Offer, the Purchaser may
retain tendered Units and those Units may not be withdrawn except to the extent
tendering Limited Partners are entitled to withdrawal rights as described in
Section 4; subject, however, to the Purchaser's obligation, pursuant to Rule
14e-1(c) under the Exchange Act, to pay Limited Partners the Purchase Price in
respect of Units tendered or return those Units promptly after termination or
withdrawal of the Offer.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Purchaser will extend the Offer and disseminate additional tender offer
materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the
Exchange Act. The minimum period during which an offer must remain open
following a material change in the terms of the offer or information

8
<PAGE>

concerning the offer will depend upon the facts and circumstances, including the
relative materiality of the change in the terms or information. If material
changes are made with respect to information that approaches the significance of
price or the percentage of securities sought, a minimum of ten business days may
be required to allow for adequate dissemination to securityholders and investor
response. As used in this Offer to Purchase, "business day" means any day other
than a Saturday, Sunday or a federal holiday, and consists of the time period
from 12:00 a.m. through 11:59 P.M., New York City time.

Section 6. Certain Federal Income Tax Matters.

General. The following summary is a general discussion of certain of the
federal income tax consequences of a sale of Units pursuant to the Offer. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
applicable Treasury regulations thereunder, administrative rulings, practice and
procedures and judicial authority, all as of the date of the Offer. All of the
foregoing are subject to change, and any such change could affect the continuing
accuracy of this summary. This summary does not discuss all aspects of federal
income taxation that may be relevant to a particular Limited Partner in light of
such Limited Partner's specific circumstances or to certain types of Limited
Partners subject to special treatment under the federal income tax laws (for
example, foreign persons, dealers in securities, banks, insurance companies and
tax-exempt organizations), nor (except as otherwise expressly indicated) does it
describe any aspect of state, local, foreign or other tax laws. Sales of Units
pursuant to the Offer will be taxable transactions for federal income tax
purposes, and also may be taxable transactions under applicable state, local,
foreign and other tax laws. Each Limited Partner should consult its own tax
advisor as to the particular tax consequences to such Limited Partner of selling
Units pursuant to the Offer.

Gain or Loss Generally. In general, a Limited Partner will recognize gain
or loss on a sale of Units pursuant to the Offer equal to the difference between
(i) the Limited Partner's "amount realized" on the sale and (ii) the Limited
Partner's adjusted tax basis in the Units sold. Generally, a Limited Partner's
adjusted tax basis with respect to a Unit equals its cost, increased by the
amount of income and the amount of Partnership liabilities (as determined under
Code Section 752) allocated to the Unit, and decreased by (i) any distributions
made with respect to such Unit, (ii) the amount of deductions or losses
allocated to the Unit and (iii) any decrease in the amount of Partnership
liabilities (as determined under Code Section 752) allocated to the Unit. Thus,
the amount of a Limited Partner's adjusted tax basis in tendered Units will vary
depending upon the Limited Partner's particular circumstances. The "amount
realized" with respect to a Unit will be a sum equal to the amount of cash
received by the Limited Partner for the Unit pursuant to the Offer, plus the
amount of the Partnership's liabilities allocable to the Unit (as determined
under Code Section 752).

A portion of the gain or loss recognized by a Limited Partner on a sale of
a Unit pursuant to the Offer generally will be treated as a capital gain or
loss, if (as is generally expected to be the case) the Unit was held by the
Limited Partner as a capital asset. Under the IRS Restructuring and Reform Act
of 1998, the capital gains rate for individuals and other non-corporate
taxpayers is 20% for sales of capital assets held for more than one year.
However, any gain from the sale of such assets attributable to the recapture of
depreciation with respect to real property (other than certain depreciation
recapture taxable as ordinary income) is taxed at a maximum rate of 25%.
Corporate taxpayers are taxed at a maximum marginal rate of 35% for both capital
gains and ordinary income. The maximum marginal federal income tax rate for
ordinary income of individuals and other noncorporate taxpayers is 39.6%.
Capital losses are deductible only to the extent of capital gains, except that,
subject to the passive activity loss limitations discussed below, non-corporate
taxpayers may deduct up to $3,000 of capital losses in excess of the amount of
their capital gains against ordinary income. Excess capital losses generally can
be carried forward to succeeding years (a corporation's carryforward period is
five years and a non-corporate taxpayer can carry forward such losses
indefinitely); and a corporation is permitted to carry back excess capital
losses to the three preceding taxable years, provided the carryback does not
increase or produce a net operating loss for any of those years.

A tendering Limited Partner will be allocated a pro rata share of the
Partnership's taxable income or loss for the year of sale with respect to the
Units sold in accordance with the provisions of the Limited Partnership
Agreement concerning transfers of Units. Such allocation and any cash
distributed by the Partnership to the Limited Partner for that year will affect
the Limited Partner's adjusted tax basis in Units and, therefore, the amount of
such Limited Partner's taxable gain or loss upon a sale of Units pursuant to the
Offer.

9
<PAGE>

Unrealized Receivables and Certain Inventory. A portion of the gain or loss
upon the sale of Units may be attributable to unrealized receivables. If any
portion of the amount of gain or loss realized by a Limited Partner is
attributable to "unrealized receivables" (which includes certain depreciation
recapture) or "substantially appreciated inventory" as defined in Code Section
751, then a portion of the Limited Partner's gain or loss may be ordinary rather
than capital. In addition, a portion of such gain may be taxed at the 25% rate
discussed above. A Limited Partner who tenders Units which are purchased
pursuant to the Offer must file an information statement with such Limited
Partner's federal income tax return for the year of the sale which provides the
information specified in Treasury Regulation ss. 1.751-1(a)(3). A selling
Limited Partner also must notify the Partnership of the date of the transfer and
the names, addresses and tax identification numbers of the transferor(s) and
transferee within 30 days of the date of the transfer (or, if earlier, by
January 15 of the following calendar year).

Passive Activity Loss Limitation. Under Code Section 469, a non-corporate
taxpayer or personal service corporation generally can deduct "passive losses"
in any year only to the extent of the person's passive income for that year.
Closely held corporations (other than personal service corporations) may offset
such losses against active income as well as passive activity income for that
year. A portion of any post-1986 losses of Limited Partners from the Partnership
may have been passive losses. Thus, Limited Partners may have "suspended"
passive losses from the Partnership (i.e., post-1986 net taxable losses in
excess of statutorily permitted "phase-in" amounts which have not been used to
offset income from other passive activities or from the Partnership).
Substantially all gain or loss from a sale of Units pursuant to the Offer will
be passive income or loss.

If a Limited Partner sells less than all of its Units pursuant to the
Offer, suspended passive losses, if any (including a portion of any loss
recognized on the sale of Units), can be currently deducted (subject to other
applicable limitations) to the extent of the Limited Partner's passive income
from the Partnership for that year (including any gain recognized on the sale of
Units) plus any other passive income for that year. If, on the other hand, a
Limited Partner sells 100% of its Units pursuant to the Offer, any "suspended"
losses and any losses recognized upon the sale of the Units will be offset first
against any other net passive gain to the Limited Partner from the sale of the
Units and any other net passive activity income from other passive activity
investments, and the balance of any "suspended" net losses from the Units will
no longer be subject to the passive activity loss limitation and, therefore,
will be deductible by such Limited Partner from its other income (subject to any
other applicable limitations), including ordinary income. If a tendering Limited
Partner has suspended passive losses from the Partnership, such Limited Partner
must sell all of its Units to receive these tax benefits. If more than 305,500
of the outstanding Units are tendered, some tendering Limited Partners may not
be able to sell 100% of their Units pursuant to the Offer because of proration
of the number of Units to be purchased by the Purchaser. See Section 1.

Partnership Termination. Section 708(b) of the Code provides that a
partnership terminates for income tax purposes if there is a sale or exchange of
50% or more of the total interest in partnership capital and profits within a
twelve-month period (although successive transfers of the same interest within a
twelve-month period will be treated as a single transfer for this purpose). In
the event of a termination, the Partnership's tax year would close and the
Partnership would be treated for income tax purposes as if it had contributed
all of its assets and liabilities to a "new" partnership in exchange for an
interest in the "new" partnership. The Partnership would then be treated as
making a distribution of the interests in the "new" partnership to the new
partners and the remaining partners, followed by the liquidation of the
Partnership. Because the "new" partnership would be treated as having acquired
its assets on the date of the deemed contribution, a new depreciation recovery
period would begin on such date, the Partnership's annual depreciation
deductions over the next few years would be substantially reduced, and the
Partnership would have greater taxable income (or less tax loss) than if no tax
termination occurred. In addition, depreciation may be required to be allocated
to those Limited Partners that have a higher tax basis. A tax termination of the
Partnership would also terminate any partnership in which the Partnership holds
a majority interest (50% or more).

The Limited Partnership Agreement prohibits transfers of Units if a
transfer, when considered with all other transfers during the same applicable
twelve-month period, would cause a termination of the Partnership for tax
purposes. The Purchaser believes that even if the maximum number of Units is
purchased pursuant to the Offer, those transfers will not cause a tax
termination of the Partnership.

Backup Withholding and FIRPTA Withholding. Limited Partners (other than
tax-exempt persons, corporations and certain foreign persons) who tender Units
may be subject to 31% backup withholding unless those Limited Partners provide a
taxpayer identification number ("TIN") and certify that the TIN is correct or
properly

10
<PAGE>

certify that they are awaiting a TIN. A Limited Partner may avoid backup
withholding by properly completing and signing the Substitute Form W-9 included
as part of the Letter of Transmittal. If a Limited Partner who is subject to
backup withholding does not properly complete and sign the Substitute Form W-9,
the Purchaser will withhold 31% from payments to such Limited Partner.

Gain realized by a foreign Limited Partner on the sale of a Unit pursuant
to the Offer will be subject to federal income tax. Under Code Section 1445, the
transferee of an interest held by a foreign person in a partnership which owns
United States real property generally is required to deduct and withhold a tax
equal to 10% of the amount realized on the disposition. In order to comply with
this requirement, the Purchaser will withhold 10% of the amount realized by a
tendering Limited Partner unless the Limited Partner properly completes and
signs the FIRPTA Affidavit included as part of the Letter of Transmittal
certifying the Limited Partner's TIN and address, and that such Limited Partner
is not a foreign person. Amounts withheld would be creditable against a foreign
Limited Partner's federal income tax liability and, if in excess thereof, a
refund could be obtained from the Internal Revenue Service by filing a U.S.
income tax return.

Section 7. Effects of the Offer.

Limitations on Resales. The Limited Partnership Agreement prohibits
transfers of Units if a transfer, when considered with all other transfers
during the same applicable twelve-month period, would cause a termination of the
Partnership for federal income tax purposes. This provision may limit sales of
Units in the secondary market and in private transactions for the twelve-month
period following completion of the Offer. The General Partner has advised the
Purchaser that the Partnership will not process any requests for recognition of
substitution of Limited Partners upon a transfer of Units during such
twelve-month period which the General Partner believes may cause a tax
termination in contravention of the Limited Partnership Agreement. In
determining the number of Units for which the Offer is made (representing
approximately 25% of the outstanding Units), the Purchaser (which is an
affiliate of the General Partner) took this restriction into account so as to
permit normal historical levels of transfers to occur following the transfers of
Units pursuant to the Offer without violating this restriction.

Effect on Trading Market; Reporting Requirements Under the Exchange Act. If
a substantial number of Units are purchased pursuant to the Offer, the result
will be a reduction in the number of Limited Partners. In the case of certain
kinds of equity securities, a reduction in the number of security-holders might
be expected to result in a reduction in the liquidity and volume of activity in
the trading market for the security. In this case, however, there is no
established public trading market for the Units and, therefore, the Purchaser
(which is an affiliate of the General Partner) does not believe a reduction in
the number of Limited Partners will materially further restrict the Limited
Partners' ability to find purchasers for their Units through secondary market
transactions. See Section 13 for certain limited information regarding recent
secondary market sales of the Units.

The Partnership is required to file periodic reports with the Commission
and to comply with certain other Commission rules. The Purchaser (which is an
affiliate of the General Partner) does not expect or intend that consummation of
the Offer will cause the Partnership to be relieved of its requirements to file
periodic reports with the Commission and to comply with the other rules of the
Commission. If the Units were to be held by fewer than 300 persons, the
Partnership could apply to de-register the Units under the Exchange Act. Because
the Units are widely held, however, the Purchaser believes that, even if it
purchases the maximum number of Units in the Offer, after that purchase the
Units will be held of record by more than 300 persons.

Control of Limited Partner Voting Decisions by Purchaser; Effect of
Relationship with General Partner. The Purchaser (which is an affiliate of the
General Partner) will seek to be admitted to the Partnership as a substituted
Limited Partner upon consummation of the Offer and, if admitted, will have the
right to vote each Unit purchased pursuant to the Offer. Even if the Purchaser
is not admitted to the Partnership as a substituted Limited Partner, however,
the Purchaser nonetheless will have the right to vote each Unit purchased in the
Offer pursuant to the irrevocable appointment by tendering Limited Partners of
the Purchaser and its managers and designees as proxies with respect to the
Units tendered by such Limited Partners and accepted for payment by the
Purchaser. See Section 3.

11
<PAGE>

Agreement and voting. Depending upon the number of Units tendered pursuant to
the Offer, such influence may be enhanced (or the Purchaser may be in a position
to control such decisions). This means that (i) non-tendering Limited Partners
could be prevented from taking action they desire but that the Purchaser and its
affiliates oppose and (ii) the Purchaser and its affiliates may be able to take
action desired by them but opposed by a majority of the non-tendering Limited
Partners. Due to its affiliation with the General Partner, the Purchaser and its
affiliates will most likely vote the Units owned by it in whatever manner it
deems to be in the best interests of the General Partner, but may not be in the
interest of other Limited Partners.

The Offer will not result in any change in the compensation payable to the
General Partner or its affiliates. However, as a result of the Offer, the
Purchaser (which is an affiliate of the General Partner) will participate, in
its capacity as a Limited Partner, in any subsequent distributions to Limited
Partners to the extent of the Units purchased pursuant to the Offer.

Section 8. Future Plans of AIMCO and the Purchaser. The Purchaser is
seeking to acquire Units pursuant to the Offer in order to increase its equity
interest in the Partnership, primarily for investment purposes and with a view
to making a profit. Following the completion of the Offer, the Purchaser and/or
persons related to or affiliated with it may acquire additional Units. Any such
acquisition may be made through private purchases, through one or more future
tender or exchange offers or by any other means deemed advisable. Any such
acquisition may be at a price higher or lower than the price to be paid for the
Units purchased pursuant to the Offer, and may be for cash or other
consideration. AIMCO and the Purchaser also may consider disposing of some or
all of the Units currently owned or acquired pursuant to the Offer to persons
not yet determined, which may include our affiliates. There can be no assurance,
however, that AIMCO or the Purchaser will initiate or complete any subsequent
transaction during any specific time period following the Expiration Date or at
all.

The Purchaser does not have any present plans or intentions with respect to
an extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Partnership or a sale or refinancing of any of the Partnership's
properties. However, AIMCO and the Purchaser expect that consistent with the
General Partner's fiduciary obligations, the General Partner will seek and
review opportunities (including opportunities identified by AIMCO and the
Purchaser) to engage in transactions which could benefit the Partnership, such
as sales or refinancings of assets or a combination of the Partnership with one
or more other entities, with the objective of seeking to maximize returns to
Limited Partners.

Section 9. Certain Information Concerning the Partnership. Except as
otherwise indicated, information contained in this Section 9 is based upon
documents and reports publicly filed by the Partnership with the Commission.

The Partnership was organized on January 23, 1986 under the laws of the
State of South Carolina. Its principal executive offices are located at 55
Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its
telephone number at that address is (864) 239-1000.

The Partnership's primary business is real estate ownership and related
operations. The Partnership was formed for the purpose of making investments in
various types of real properties which offered capital appreciation and cash
distributions to Limited Partners. The general partners of the Partnership are
the General Partner and N. Barton Tuck, Jr., who is not affiliated with the
Purchaser. N. Barton Tuck, Jr. is not involved in the day to day operations of
the Partnership nor was he involved in the decision by the Purchase to make the
Offer.

12
<PAGE>

The Partnership's investment portfolio currently consists of two
residential apartment complexes and a retail shopping center which are owned in
fee subject to first mortgages. The Partnership's properties are more fully
described in the following table:

<TABLE>
<CAPTION>
Property Location Use Size
-------- -------- --- ----
<S> <C> <C> <C>
The Gallery - Huntsville Huntsville, Alabama Retail Shopping Center Approximately 101,00 s.f.

Governor's Park Apartments Little Rock, Arkansas Apartment 154 units

Twin Lakes Apartments Palm Harbor, Florida Apartment 262 units
</TABLE>

Selected Financial and Property-Related Data. Set forth below is a summary
of certain financial and statistical information with respect to the Partnership
and its properties, all of which has been excerpted or derived from the
Partnership's Annual Reports on Form 10-KSB for the year ended December 31,
1998, 1997 and 1996. More comprehensive financial and other information is
included in such reports and other documents filed by the Partnership with the
Commission, and the following summary is qualified in its entirety by reference
to such reports and other documents and all the financial information and
related notes contained therein.

Selected Financial Data
(in thousands, except Unit data)
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Statement of Operations Data:

Rental Income $ 5,111 $ 5,174 $ 5,116
Other Income 182 169 150
Total Revenues 5,293 5,343 5,266
Total Expenses 5,369 5,591 5,524
Net Loss $ (76) $ (248) $ (258)
Net Loss per Depositary Unit Certificate $ (.06) $ (.20) $ (.21)

<CAPTION>
As of December 31,
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance Sheet Data:

Total Assets $ 23,590 $ 24,126 $ 24,641
Total Liabilities 22,050 22,510 22,777
Partners Capital - Depositary Unit Certificate Holders 1,987 2,062 2,308
(1,222,000 issued and outstanding)
</TABLE>

13
<PAGE>

Other Information. The Partnership is subject to the information reporting
requirements of the Exchange Act and accordingly is required to file reports and
other information with the Commission relating to its business, financial
results and other matters. Limited Partners are referred to the financial and
other information included in the Partnership's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998. Such reports and other documents may be
inspected at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, where copies may be obtained at prescribed
rates, and at the regional offices of the Commission located in the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, New York, New York 10048. Copies should be available by mail
upon payment of the Commission's customary charges by writing to the
Commission's principal offices at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a web site that contains reports, proxy and
other information filed electronically with the Commission, the address of which
is http://www.sec.gov.

Section 10. Conflicts of Interest and Transactions with Affiliates. The
General Partner and its affiliates have conflicts of interest with respect to
the Offer as set forth below.

Conflicts of Interest with Respect to the Offer. The General Partner has
conflicts of interest with respect to the Offer, including conflicts resulting
from its affiliation with the Purchaser. The General Partner also would have a
conflict of interest (i) as a result of the fact that a sale or liquidation of
the Partnership's assets would result in a decrease or elimination of the fees
paid to the General Partner and/or its affiliates and (ii) as a consequence of
the Purchaser's ownership of Units, because the Purchaser (which is an affiliate
of the General Partner) may have incentives to seek to maximize the value of its
ownership of Units, which in turn may result in a conflict for the General
Partner in attempting to reconcile the interests of the Purchaser with the
interests of the other Limited Partners. In addition, the Purchaser is making
the Offer with a view to making a profit. Accordingly, there is a conflict
between the desire of the Purchaser to purchase Units at a low price and the
desire of the Limited Partners to sell their Units at a high price. The
Partnership has indicated in the Schedule 14D-9 that it is remaining neutral and
making no recommendation as to whether Limited Partners should tender their
Units pursuant to the Offer. The Partnership states, however, that if a Limited
Partner desires to obtain cash for its Units presently, it believes that those
Limited Partners should tender their Units for the greatest purchase price.
Limited Partners are urged to read this Offer to Purchase and the Schedule 14D-9
and the related materials carefully and in their entirety before deciding
whether to tender their Units.

Voting by the Purchaser. The Purchaser (which is an affiliate of the
General Partner) will seek to be admitted to the Partnership as a substituted
Limited Partner upon consummation of the Offer and, if admitted, will have the
right to vote each Unit purchased pursuant to the Offer. Even if the Purchaser
(which is an affiliate of the General Partner) is not admitted to the
Partnership as a substituted Limited Partner, however, the Purchaser nonetheless
will have the right to vote each Unit purchased in the Offer pursuant to the
irrevocable appointment by tendering Limited Partners of the Purchaser and its
managers and designees as proxies with respect to the Units tendered by such
Limited Partners and accepted for payment by the Purchaser. See Section 3.

AIMCO, an affiliate of the Purchaser, currently owns approximately 19.95%
of the outstanding Units. As a result of the ownership of such Units, the
Purchaser and its affiliates are in a position to significantly influence all
Partnership decisions on which Limited Partners may vote, including decisions
regarding removal of the General Partner, sales of assets, liquidation of the
Partnership, and most types of amendments to the Limited Partnership Agreement
and voting. Depending upon the number of Units tendered pursuant to the Offer,
such influence may be enhanced (or the Purchaser and its affiliates may be in a
position to control such decisions). This means that (i) non-tendering Limited
Partners could be prevented from taking action they desire but that the
Purchaser and its affiliates oppose and (ii) the Purchaser and its affiliates
may be able to take action desired by them but opposed by a majority of the
non-tendering Limited Partners. Due to its affiliation with the General Partner,
the Purchaser and its affiliates will most likely vote the Units owned by it in
whatever manner it deems to be in the best interests of the General Partner, but
may not be in the interest of other Limited Partners.

14
<PAGE>

Transactions with Affiliates. The Limited Partnership Agreement provides
for certain payments to affiliates for services and as reimbursement of certain
expenses incurred by affiliates on behalf of the Partnership. During the years
ended December 31, 1998, 1997 and 1996, affiliates of the General Partner (which
are also affiliates of the Purchaser) were entitled to receive 5% of gross
receipts from all of the Partnership's residential properties for providing
property management services. The Partnership paid to such affiliates $255,000,
$292,000 and $289,000 for the years ended December 31, 1998, 1997 and 1996,
respectively. In addition, an affiliate of the General Partner (which is also an
affiliate of the Purchaser) received reimbursement of accountable administrative
expenses amounting to approximately $117,000, $159,000 and $138,000 for the
years ended December 31, 1998, 1997 and 1996, respectively. In addition, an
affiliate of the General Partner (who, at the time, was not an affiliate of the
Purchaser) also received leasing commissions of $57,000 during the year ended
December 31, 1997. No leasing commissions were paid to affiliates of the General
Partner during the years ended December 31, 1998 and 1996.

Section 11. Certain Information Concerning the Purchaser, AIMCO and
AIMCO-GP, Inc. The Purchaser (which is an affiliate of the General Partner) is a
Delaware limited partnership. The general partner of the Purchaser is AIMCO-GP,
Inc., a Delaware corporation ("AIMCO-GP"), which is wholly-owned by AIMCO. The
Purchaser, together with its subsidiaries, conduct substantially all of the
operations of AIMCO. AIMCO is a real estate investment trust that owns and
manages multifamily apartment properties throughout the United States. Based on
apartment unit data compiled by the National Multi-Housing Council, the
Purchaser believes that, as of December 31, 1998, AIMCO was one of the largest
owners and managers of multifamily apartment properties in the United States,
with a total portfolio of 379,363 apartment units in 2,147 properties located in
49 states, the District of Columbia and Puerto Rico. AIMCO's Class A Common
Stock is listed and traded on the New York Stock Exchange under the symbol
"AIV." As of December 31, 1998, AIMCO:

o owned or controlled 63,268 units in 243 apartment properties;

o held an equity interest in 170,061 units in 901 apartment properties;
and

o managed 146,034 units in 1,003 apartment properties for third party
owners and affiliates.

The principal executive offices of the Purchaser, AIMCO and AIMCO-GP are
located at 1873 South Bellaire Street, Denver, Colorado 80222, and our telephone
number is (303) 757-8101.

The names, positions and business addresses of the directors and executive
officers of AIMCO, the Purchaser and AIMCO-GP, as well as a biographical summary
of the experience of such persons for the past five years or more, are set forth
on Annex I attached hereto and are incorporated herein by reference.

The Purchaser and AIMCO are both subject to the information and reporting
requirements of the Securities Exchange Act of 1934 and, in accordance
therewith, file reports and other information with the Securities and Exchange
Commission relating to their business, financial condition and other matters.
Such reports and other information may be inspected at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Room of
the SEC in Washington, D.C. at prescribed rates. The SEC also maintains a site
on the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. In addition, information filed by AIMCO with the
New York Stock Exchange may be inspected at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.

Set forth on Annex II and Annex III hereto is certain consolidated
financial information with respect to the Purchaser and its consolidated
subsidiaries and AIMCO and its consolidated subsidiaries, respectively, for
their fiscal years ended December 31, 1998, 1997 and 1996. More comprehensive
financial and other information is included in the Purchaser's and AIMCO's
Annual Reports on Form 10-K for the year ended December 31, 1998 (including
management's discussion and analysis of financial condition and results of
operations) and in other reports and documents filed by the Purchaser and AIMCO
with the Commission. The financial information set forth below is qualified in
its entirety by reference to such reports and documents filed with the
Commission and the

15
<PAGE>

financial statements and related notes contained therein. These reports and
other documents may be examined and copies thereof may be obtained in the manner
set forth above.

Except for the purchase by AIMCO of (i) 92,314 Units on February 9, 1999
for a purchase price of $5.75 per Unit, (ii) 134,293 Units on March 3, 1999 at a
purchase price of $5.50 per Unit and (iii) 17,224 Units on March 16, 1999, at a
purchase price of $5.75 per Unit, none of the Purchaser, AIMCO or AIMCO-GP or,
to the best of the Purchaser's knowledge, any of the persons listed on Annex I
hereto, or any affiliate of the foregoing, (i) beneficially owns or has a right
to acquire any Units, (ii) has effected any transaction in the Units in the last
60 days, or (iii) has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Partnership,
including, but not limited to, contracts, arrangements, understandings or
relationships concerning the transfer or voting thereof, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss
or the giving or withholding of proxies.

Section 12. Source of Funds. The Purchaser (which is an affiliate of the
General Partner) expects that approximately $1,680,250 will be required to
purchase 305,500 Units, if tendered, and to pay related fees and expenses. The
Purchaser (which is an affiliate of the General Partner) expects to obtain all
of those funds from the Purchaser's reserves.

Section 13. Background of the Offer.

Affiliation With the General Partner. Pursuant to a series of transactions
which closed on October 1, 1998, and February 26, 1999, Insignia Financial
Group, Inc. and Insignia Properties Trust merged into AIMCO, with AIMCO being
the surviving corporation (the "Insignia Merger"). As a result of the Insignia
Merger, AIMCO acquired 100% ownership interest in the General Partner and
thereby control of the Partnership.

Determination of Purchase Price. In establishing the Purchase Price, the
Purchaser (which is an affiliate of the General Partner) reviewed certain
publicly available information and certain information made available to it by
the General Partner and its other affiliates, including among other things: (i)
the Limited Partnership Agreement, as amended to date; (ii) the Partnership's
Annual Report on Form 10-KSB for the year ended December 31, 1998; (iii)
unaudited results of operations of the Partnership's properties for the period
since the beginning of the Partnership's current fiscal year and to date in
1999; (iv) the operating budgets prepared by the property manager, an affiliate
of the Purchaser, to the Partnership's properties for the year ending December
31, 1999; and (v) other information obtained by the Purchaser and its affiliates
in their capacities as providers of property management, asset management and
partnership administration services to the Partnership. The Purchaser's
determination of the Purchase Price was based on its review and analysis of the
foregoing information, the other financial information and analyses concerning
the Partnership summarized below. In determining the Purchase Price, the
Purchaser did not rely upon any material, non-public information concerning the
Partnership not summarized below or elsewhere in this Offer to Purchase.

Trading History of Units. Secondary market sales activity for the Units,
including privately negotiated sales, has been limited and sporadic. Set forth
in the table below are the high and low sales prices of Units for the quarterly
periods from April 1, 1997 to March 31, 1999, as reported by the General Partner
and by The Partnership Spectrum, which is an independent, third-party source. A
number of transfers may not be reflected in the table as a number of Units are
held in "street name" and their transfers may not be known to the General
Partner or Partnership Spectrum. The gross sales prices reported by The
Partnership Spectrum do not necessarily reflect the net sales proceeds received
by sellers of Units, which typically are reduced by commissions and other
secondary market transaction costs to amounts less than the reported prices;
thus the Purchaser does not know whether the information compiled by The
Partnership Spectrum is accurate or complete. The transfer paperwork submitted
to the General Partner often does not include the requested price information or
contains conflicting information as to the actual sales price; accordingly,
Limited Partners should not rely upon this information as being completely
accurate.

16
<PAGE>

Reported Sales Prices of Partnership Units(1)

Low Sales Price High Sales Price
Per Unit Per Unit

Fiscal Year Ended December 31, 1999:
First Quarter .......................... $4.60 $4.93
Fiscal Year Ended December 31, 1998:
Fourth Quarter ......................... $4.50 $4.77
Third Quarter .......................... $1.60 $3.68
Second Quarter ......................... -- --
First Quarter .......................... $1.05 $1.05
Fiscal Year Ended December 31, 1997:
Fourth Quarter ......................... -- --
Third Quarter .......................... $ .40 $ .40
Second Quarter ............................ -- --

- ----------
(1) Includes transfers reported by the General Partner and Partnership
Spectrum, an independent third party. The prices in the table are qualified
in their entirety by the paragraph preceding the table.

The Purchaser (which is an affiliate of the General Partner) believes that,
although secondary market sales information probably is not a reliable measure
of value because of the limited and inefficient nature of the market for Units,
this information may be relevant to a Limited Partner's decision as to whether
to tender its Units pursuant to the Offer. At present, privately negotiated
sales and sales through intermediaries (e.g., through the trading system
operated by American Partnership Board, Inc., which publishes sell offers by
holders of Units) are the only means available to a Limited Partner to liquidate
an investment in Units (other than the Offer) because the Units are not listed
or traded on any exchange or quoted on NASDAQ.

Valuation of Units. The Purchaser determined the Purchase Price by
estimating the value of the Partnership's properties using the direct
capitalization method with respect to the residential properties and a
discounted cash flow method with respect to the Partnership's commercial
property.

The direct capitalization method involves applying a capitalization rate to
the Partnership's annual property income attributable to the residential
properties. A capitalization rate is a percentage (rate of return), commonly
applied by purchasers of residential real estate to property income to determine
the present value of income property. The lower the capitalization rate utilized
the higher the value produced, and the higher the capitalization rate utilized
the lower the value produced. The Purchaser used the Partnership's property
income attributable to the residential properties for the fiscal year ended
December 31, 1998. However, in determining the appropriate capitalization rate,
the Purchaser considered each residential property's net operating income since
December 31, 1998. The Purchaser's method for selecting a capitalization rate
begins with each property being assigned a location and condition rating (e.g.,
"A" for excellent, "B" for good, "C" for fair, and "D" for poor). The Purchaser
has rated both the residential properties' locations B (good) and their
condition B (good). Generally, the Purchaser assigns an initial capitalization
rate of 10.25% to properties in this category. The Purchaser then adjust the
capitalization rate based on whether the mortgage debt that the property is
subject to bears interest at a rate above or below 7.5% per annum. Generally,
for every 0.5% in excess of 7.5%, the capitalization rate would be increased by
0.25%. The evaluation of a property's location and condition, and the
determination of an appropriate capitalization rate for a property, is
subjective in nature, and others evaluating the same property might use a
different capitalization rate and derive a different property value. Although
the direct capitalization method is a widely-accepted way of valuing real
estate, there are a number of other methods available to value real estate, each
of which may result in different valuations of a property. Further, in applying
the direct capitalization method, others may make different assumptions and
obtain different results.

The commercial property was valued by using a ten year discounted cash flow
method. This method takes into consideration lease terminations, renewals and
future leasing prospects. Using a ten year discounted cash flow method for
pricing commercial property is widely- accepted method for determining values of
commercial property similar to that of the Partnership, however other methods of
pricing may be used which would result in different valuations of the property.
The proceeds that a Limited Partner would receive if he sold his Units to
someone else

17
<PAGE>

or if the Partnership were actually liquidated might be higher or lower than the
Purchase Price. The Purchaser determined the Purchaser Price as follows:.

<TABLE>
<CAPTION>
Governor's Park (in dollars unless otherwise indicated)
<S> <C>
Net operating income 451,232
Capitalization rate 10.25%
4,402,000
Twin Lakes
Net operating income 779,044
Capitalization rate 9.75%
7,990,000

The Gallery of Huntsville 7,250,000

Gross valuation of partnership properties 19,642,000
Plus: Cash and cash equivalents 433,387
Plus: Other partnership assets, net of security deposits 1,194,728
Less: Mortgage debt, including accrued interest (11,897,520)
Less: Accounts payable and accrued expenses (14,854)
Less: Other liabilities (1,094,452)
------------
Partnership valuation before taxes and certain costs 8,263,288
Less: Disposition fees (145,000)
Less: Extraordinary capital expenditures and deferred maintenance (811,320)
Less: Closing costs (589,260)
Estimates net valuation of your partnership 6,717,708
Percentage of estimated net valuation allocated to holders of units 100.00%
------------
Estimated net valuation of units 6,717,708
Total number of units 1,222,000
------------
Estimated valuation per unit $5.50
============
Cash consideration per unit $5.50
============
</TABLE>

Section 14. Conditions of the Offer. Notwithstanding any other term of the
Offer, the Purchaser (which is an affiliate of the General Partner) will not be
required to accept for payment or to pay for any Units tendered if all
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations of waiting periods imposed by, any court, administrative
agency or commission or other governmental authority or instrumentality,
domestic or foreign, necessary for the consummation of the transactions
contemplated by the Offer shall not have been filed, occurred or been obtained
prior to the Expiration Date. Furthermore, notwithstanding any other term of the
Offer and in addition to the Purchaser's right to withdraw the Offer at any time
before the Expiration Date, the Purchaser (which is an affiliate of the General
Partner) will not be required to accept for payment or pay for any Units not
theretofore accepted for payment or paid for and may terminate or amend the
Offer as to such Units if, at any time on or after the date of the Offer and
before the Expiration Date, any of the following conditions exists:

(a) any change (or any condition, event or development involving a
prospective change) shall have occurred or been threatened in the business,
properties, assets, liabilities, indebtedness, capitalization, condition
(financial or otherwise), operations, licenses or franchises, management
contract, or results of judgment of the Purchaser, is or may be materially
adverse to the Partnership or the value of the Units to the Purchaser, or the
Purchaser shall have become aware of any facts relating to the Partnership, its
indebtedness or its operations which, in the reasonable judgment of the
Purchaser, has or may have material significance with respect to the value of
the Partnership or the value of the Units to the Purchaser; or

18
<PAGE>

(b) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or the
over-the-counter market in the United States, (ii) a decline in the closing
share price of AIMCO's Class A Common Stock of more than 7.5% per share, from
the date hereof, (iii) any extraordinary or material adverse change in the
financial, real estate or money markets or major equity security indices in the
United States such that there shall have occurred at least a 7.5% increase in
LIBOR or at least a 7.5% decrease in the S&P 500 Index, the Morgan Stanley REIT
Index, or the price of the 10-year Treasury Bond or the price of the 30-year
Treasury Bond, in each case from the date hereof, (iv) any material adverse
change in the commercial mortgage financing markets, (v) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (vi) a commencement of a war, armed hostilities or other national
or international calamity directly or indirectly involving the United States,
(vii) any limitation (whether or not mandatory) by any governmental authority
on, or any other event which, in the reasonable judgment of the Purchaser, might
affect the extension of credit by banks or other lending institutions, or (viii)
in the case of any of the foregoing existing at the time of the commencement of
the offer, in the reasonable judgment of the Purchaser, a material acceleration
or worsening thereof (any changes to the offer resulting from the conditions set
forth in this paragraph will most likely involve a change in the amount or terms
of the consideration offered or the termination of the offer); or

(c) there shall have been threatened, instituted or pending any action,
proceeding, application or counterclaim by any Federal, state, local or foreign
government, governmental authority or governmental agency, or by any other
person, before any governmental authority, court or regulatory or administrative
agency, authority or tribunal, which (i) challenges or seeks to challenge the
acquisition by the Purchaser of the Units, restrains, prohibits or delays the
making or consummation of the offer, prohibits the performance of any of the
contracts or other arrangements entered into by the Purchaser (or any affiliates
of the Purchaser) seeks to obtain any material amount of damages as a result of
the transactions contemplated by the offer, (ii) seeks to make the purchase of,
or payment for, some or all of the Units pursuant to the offer illegal or
results in a delay in the ability of the Purchaser to accept for payment or pay
for some or all of the Units, (iii) seeks to prohibit or limit the ownership or
operation by AIMCO or the Purchaser or any of its affiliates in the General
Partner (which is an affiliate of the Purchaser) or to remove the General
Partner as the general partner of the Partnership, or seeks to impose any
material limitation on the ability of the Purchaser or any of its affiliates to
conduct the Partnership's business or own such assets, (iv) seeks to impose
material limitations on the ability of the Purchaser or any of its affiliates to
acquire or hold or to exercise full rights of ownership of the Units including,
but not limited to, the right to vote the Units purchased by it on all matters
properly presented to Limited Partners or (v) might result, in the sole judgment
of the Purchaser, in a diminution in the value of the Partnership or a
limitation of the benefits expected to be derived by the Purchaser as a result
of the transactions contemplated by the offer or the value of Units to the
Purchaser; or

(d) there shall be any action taken, or any statute, rule, regulation,
order or injunction shall be sought, proposed, enacted, promulgated, entered,
enforced or deemed applicable to the offer, the Purchaser, AIMCO-GP or any of
its affiliates or any other action shall have been taken, proposed or
threatened, by any government, governmental authority or court, that, in the
sole judgment of the Purchaser, might directly or indirectly result in any of
the consequences referred to in clauses (i) through (v) of paragraph (c) above;
or

(e) the Partnership shall have (i) changed, or authorized a change of, the
Units or the Partnership's capitalization, (ii) issued, distributed, sold or
pledged, or authorized, proposed or announced the issuance, distribution, sale
or pledge of (A) any equity interests (including, without limitation, Units), or
securities convertible into any such equity interests or any rights, warrants or
options to acquire any such equity interests or convertible securities, or (B)
any other securities in respect of, in lieu of, or in substitution for Units
outstanding on the date hereof, (iii) purchased or otherwise acquired, or
proposed or offered to purchase or otherwise acquire, any outstanding Units or
other securities, (iv) declared or paid any dividend or distribution on any
Units or issued, authorized, recommended or proposed the issuance of any other
distribution in respect of the Units, whether payable in cash, securities or
other property, (v) authorized, recommended, proposed or announced an agreement,
or intention to enter into an agreement, with respect to any merger,
consolidation, liquidation or business combination, any acquisition or
disposition of a material amount of assets or securities, or any release or
relinquishment of any material contract rights, or any comparable event, not in
the ordinary course of business, (vi) taken any action to implement such a
transaction previously authorized, recommended, proposed or publicly announced,
(vii) issued, or announced its intention to issue, any debt securities, or
securities convertible into, or rights, warrants or options to

19
<PAGE>

acquire, any debt securities, or incurred, or announced its intention to incur,
any debt other than in the ordinary course of business and consistent with past
practice, (viii) authorized, recommended or proposed, or entered into, any
transaction which, in the reasonable judgment of the Purchaser, has or could
have an adverse affect on the value of the Partnership or the Units, (ix)
proposed, adopted or authorized any amendment of its organizational documents,
(x) agreed in writing or otherwise to take any of the foregoing actions, or (xi)
been notified that any debt of the Partnership or any of its subsidiaries
secured by any of its or their assets is in default or has been accelerated (any
changes to the offer resulting from the conditions set forth in this paragraph
will most likely involve a change in the amount or terms of the consideration
offered or the termination of the offer); or

(f) a tender or exchange offer for any Units shall have been commenced or
publicly proposed to be made by another person or "group" (as defined in Section
13 (d) (3) of the Securities Exchange Act of 1934), or it shall have been
publicly disclosed or the Purchaser shall have otherwise learned that (i) any
person or group shall have acquired or proposed or be attempting to acquire
beneficial ownership of more than four percent of the Units, or shall have been
granted any option, warrant or right, conditional or otherwise, to acquire
beneficial ownership of more than four percent of the Units, or (ii) any person
or group shall have entered into a definitive agreement or an agreement in
principle or made a proposal with respect to a merger, consolidation, purchase
or lease of assets, debt refinancing or other business combination with or
involving the Partnership; or

(g) with respect to the cash portion of the offer consideration only, the
Purchaser shall not have adequate cash or financing commitments available to pay
the cash portion of the offer consideration; or

(h) the Offer to purchase may have an adverse effect on AIMCO's status as a
real estate investment trust.

The foregoing conditions are for the sole benefit of the Purchaser (which
is an affiliate of the General Partner) and may be asserted by the Purchaser
regardless of the circumstances giving rise to such conditions or may be waived
by the Purchaser in whole or in part at any time and from time to time in its
reasonable discretion. The failure by the Purchaser at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right, the
waiver of any such right with respect to any particular facts or circumstances
shall not be deemed a waiver with respect to any other facts or circumstances
and each right shall be deemed a continuing right which may be asserted at any
time and from time to time.

Section 15. Certain Legal Matters.

General. The Purchaser (which is an affiliate of the General Partner) is
not aware of any filings, approvals or other actions by any domestic or foreign
governmental or administrative agency that would be required prior to the
acquisition of Units by the Purchaser pursuant to the Offer, other than the
filing of a Tender Offer Statement on Schedule 14D-1 with the Commission (which
has already been filed) and any required amendments thereto. Should any such
approval or other action be required, it is the Purchaser's present intention
that such additional approval or action would be sought. Although there is no
present intent to delay the purchase of Units tendered pursuant to the Offer
pending receipt of any such additional approval or the taking of any such
action, there can be no assurance that any such additional approval or action,
if needed, would be obtained without substantial conditions or that adverse
consequences might not result to the Partnership's business, or that certain
parts of the Partnership's business might not have to be disposed of or other
substantial conditions complied with in order to obtain such approval or action,
any of which could cause the Purchaser to elect to terminate the Offer without
purchasing Units thereunder.

Antitrust. The Purchaser (which is an affiliate of the General Partner)
does not believe that the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, is applicable to the acquisition of Units contemplated by the Offer.

Margin Requirements. The Units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.

Section 16. Fees and Expenses. Except as set forth in this Section 16, the
Purchaser (which is an affiliate of the General Partner) will not pay any fees
or commissions to any broker, dealer or other person for soliciting tenders of
Units pursuant to the Offer. The Purchaser has retained River Oaks Partnership
Services, Inc. to act as

20
<PAGE>

Information Agent and Depositary in connection with the Offer. The Purchaser
will pay the Information Agent reasonable and customary compensation for their
respective services in connection with the Offer, plus reimbursement for
out-of-pocket expenses, and has agreed to indemnify the Information Agent
against certain liabilities and expenses in connection therewith, including
liabilities under the federal securities laws. The Purchaser will also pay all
costs and expenses of printing and mailing the Offer and its legal fees and
expenses.

Section 17. Miscellaneous. The Purchaser (which is an affiliate of the
General Partner) is not aware of any jurisdiction in which the making of the
Offer is not in compliance with applicable law. If the Purchaser becomes aware
of any jurisdiction in which the making of the Offer would not be in compliance
with applicable law, the Purchaser will make a good faith effort to comply with
any such law. If, after such good faith effort, the Purchaser cannot comply with
any such law, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) Limited Partners residing in such jurisdiction. In those
jurisdictions whose securities or blue sky laws require the Offer to be made by
a licensed broker or dealer, the Offer will be deemed to be made on behalf of
the Purchaser by one or more registered brokers or dealers licensed under the
laws of that jurisdiction.

No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained in this Offer to
Purchase or in the Letter of Transmittal and, if given or made, such information
or representation must not be relied upon as having been authorized.

The Purchaser, AIMCO and AIMCO-GP have filed with the Commission a Tender
Offer Statement on Schedule 14D-1, pursuant to Rule 14d-3 under the Exchange
Act, furnishing certain additional information with respect to the Offer, and
may file amendments thereto. The Schedule 14D-1 and any amendments thereto,
including exhibits, may be inspected and copies may be obtained at the same
places and in the same manner as set forth in Section 9 (except that they will
not be available at the regional offices of the Commission).

AIMCO PROPERTIES, L.P.

April 9, 1999

<PAGE>

Annex I

OFFICERS AND DIRECTORS

The names and positions of the executive officers of Apartment Investment
and Management Company ("AIMCO"), AIMCO-GP, Inc. ("AIMCO-GP") and the directors
of AIMCO are set forth below. The two directors of AIMCO-GP are Terry Considine
and Peter Kompaniez. The two executive officers and directors of the General
Partner are Patrick J. Foye, Executive Vice President, and Timothy R. Garrick,
Vice President -- Accounting. Unless otherwise indicated, the business address
of each executive officer and director is 1873 South Bellaire Street, 17th
Floor, Denver, Colorado 80222. Each executive officer and director is a citizen
of the United States of America.

Name Position
---- --------

Terry Considine............ Chairman of the Board of Directors and Chief
Executive Officer

Peter K. Kompaniez......... Vice Chairman, President and Director

Thomas W. Toomey........... Executive Vice President -- Finance and
Administration

Joel F. Bonder............. Executive Vice President, General Counsel and
Secretary

Patrick J. Foye............ Executive Vice President

Robert Ty Howard........... Executive Vice President -- Ancillary Services

Steven D. Ira.............. Executive Vice President and Co-Founder

Harry G. Alcock............ Senior Vice President -- Acquisitions

Troy D. Butts.............. Senior Vice President and Chief Financial
Officer

Richard S. Ellwood......... Director

J. Landis Martin........... Director

Thomas L. Rhodes........... Director

John D. Smith.............. Director

<PAGE>

Name Principal Occupations for the Last Five Years

Terry Considine.......... Chief Executive Officer of AIMCO and AIMCO-GP
since July 1994. He is the sole owner of Considine
Investment Co. and prior to July 1994 was owner of
approximately 75% of Property Asset Management,
L.L.C., Limited Liability Company, a Colorado
limited liability company, and its related
entities (collectively, "PAM"), one of AIMCO's
predecessors. On October 1, 1996, Mr. Considine
was appointed Co-Chairman and director of Asset
Investors Corp. and Commercial Asset Investors,
Inc., two other public real estate investment
trusts, and appointed as a director of Financial
Assets Management, LLC, a real estate investment
trust manager. Mr. Considine has been involved as
a principal in a variety of real estate
activities, including the acquisition, renovation,
development and disposition of properties. Mr.
Considine has also controlled entities engaged in
other businesses such as television broadcasting,
gasoline distribution and environmental
laboratories. Mr. Considine received a B.A. from
Harvard College, a J.D. from Harvard Law School
and is admitted as a member of the Massachusetts
Bar.

Peter K. Kompaniez....... Mr. Kompaniez has been Vice Chairman and a
director of AIMCO since July 1994 and was
appointed President of AIMCO in July 1997. Mr.
Kompaniez has served as Vice President of AIMCO-GP
from July 1994 through July 1998 and was appointed
President in July 1998. Mr. Kompaniez has been a
director of AIMCO-GP since July 1994. Since
September 1993, Mr. Kompaniez has owned 75% of PDI
Realty Enterprises, Inc., a Delaware corporation
("PDI"), one of AIMCO's predecessors, and serves
as its President and Chief Executive Officer. From
1986 to 1993, he served as President and Chief
Executive Officer of Heron Financial Corporation
("HFC"), a United States holding company for Heron
International, N.V.'s real estate and related
assets. While at HFC, Mr. Kompaniez administered
the acquisition, development and disposition of
approximately 8,150 apartment units (including
6,217 units that have been acquired by the AIMCO)
and 3.1 million square feet of commercial real
estate. Prior to joining HFC, Mr. Kompaniez was a
senior partner with the law firm of Loeb and Loeb
where he had extensive real estate and REIT
experience. Mr. Kompaniez received a B.A. from
Yale College and a J.D. from the University of
California (Boalt Hall).

Thomas W. Toomey......... Mr. Toomey has served as Senior Vice President -
Finance and Administration of AIMCO since January
1996 and was promoted to Executive
Vice-President-Finance and Administration in March
1997. Mr. Toomey has been Executive Vice President
- Finance and Administration of AIMCO-GP similar
capacity with Lincoln Property Company ("LPC") as
well as Vice President/Senior Controller and
Director of

I-2
<PAGE>

Administrative Services of Lincoln Property
Services where he was responsible for LPC's
computer systems, accounting, tax, treasury
services and benefits administration. From 1984 to
1990, he was an audit manager with Arthur Andersen
& Co. where he served real estate and banking
clients. From 1981 to 1983, Mr. Toomey was on the
audit staff of Kenneth Leventhal & Company. Mr.
Toomey received a B.S. in Business
Administration/Finance from Oregon State
University and is a Certified Public Accountant.

Joel F. Bonder........... Mr. Bonder has served as Executive Vice President
and General Counsel of AIMCO since December 8,
1997. Mr. Bonder has been Executive Vice President
and General Counsel of AIMCO-GP since July 1998.
Prior to joining AIMCO, Mr. Bonder served as
Senior Vice President and General Counsel of NHP
Incorporated from April 1994 until December 1997.
Mr. Bonder served as Vice President and Deputy
General Counsel of NHP Incorporated from June 1991
to March 1994 and as Associate General Counsel of
NHP from 1986 to 1991. From 1983 to 1985, Mr.
Bonder was with the Washington, D.C. law firm of
Lane & Edson, P.C. From 1979 to 1983, Mr. Bonder
practiced with the Chicago law firm of Ross and
Hardies. Mr. Bonder received an A.B. from the
University of Rochester and a J.D. from Washington
University School of Law.

Patrick J. Foye.......... Mr. Foye has served as Executive Vice President of
AIMCO and AIMCO-GP since May 1998. Prior to
joining AIMCO, Mr. Foye was a partner in the law
firm of Skadden, Arps, Slate, Meagher & Flom LLP
from 1989 to 1998 and was Managing Partner of the
firm's Brussels, Budapest and Moscow offices from
1992 through 1994. Mr. Foye is also Deputy
Chairman of the Long Island Power Authority and
serves as a member of the New York State
Privatization Council. He received a B.A. from
Fordham College and a J.D. from Fordham University
Law School.

Robert Ty Howard......... Mr. Howard has served as Executive Vice President
- Ancillary Services since February 1998. Mr.
Howard was appointed Executive Vice President -
Ancillary Services of AIMCO-GP in July 1998. Prior
to joining AIMCO, Mr. Howard served as an officer
and/or director of four affiliated companies,
Hecco Ventures, Craig Corporation, Reading Company
and Decurion Corporation. Mr. Howard was
responsible for financing, mergers and
acquisitions activities, investments in commercial
real estate, both nationally and internationally,
cinema development and interest rate risk
management. From 1983 to 1988, he was employed by
Spieker Properties. Mr. Howard received a B.A.
from Amherst College, a J.D. from Harvard Law
School and an M.B.A. from Stanford University
Graduate School of Business.

I-3
<PAGE>

Steven D. Ira............ Mr. Ira is a Co-Founder of AIMCO and has served as
Executive Vice President of AIMCO since July 1994.
Mr. Ira has been Executive Vice President of
AIMCO-GP since July 1998. From 1987 until July
1994, he served as President of PAM. Prior to
merging his firm with PAM in 1987, Mr. Ira
acquired extensive experience in property
management. Between 1977 and 1981 he supervised
the property management of over 3,000 apartment
and mobile home units in Colorado, Michigan,
Pennsylvania and Florida, and in 1981 he joined
with others to form the property management firm
of McDermott, Stein and Ira. Mr. Ira served for
several years on the National Apartment Manager
Accreditation Board and is a former president of
both the National Apartment Association and the
Colorado Apartment Association. Mr. Ira is the
sixth individual elected to the Hall of Fame of
the National Apartment Association in its 54-year
history. He holds a Certified Apartment Property
Supervisor (CAPS) and a Certified Apartment
Manager designation from the National Apartment
Association, a Certified Property Manager (CPM)
designation from the National Institute of Real
Estate Management (IREM) and he is a member of the
Board of Directors of the National Multi-Housing
Council, the National Apartment Association and
the Apartment Association of Metro Denver. Mr. Ira
received a B.S. from Metropolitan State College in
1975.

Harry G. Alcock.......... Mr. Alcock has served as Vice President of AIMCO
and AIMCO-GP since July 1996, and was promoted to
Senior Vice President - Acquisitions in October
1997, with responsibility for acquisition and
financing activities since July 1994. From June
1992 until July 1994, Mr. Alcock served as Senior
Financial Analyst for PDI and HFC. From 1988 to
1992, Mr. Alcock worked for Larwin Development
Corp., a Los Angeles based real estate developer,
with responsibility for raising debt and joint
venture equity to fund land acquisitions and
development. From 1987 to 1988, Mr. Alcock worked
for Ford Aerospace Corp. He received his B.S. from
San Jose State University.

Troy D. Butts............ Mr. Butts has served as Senior Vice President and
Chief Financial Officer of AIMCO since November
1997. Mr. Butts has been Senior Vice President and
Chief Financial Officer of AIMCO-GP since July
1998. Prior to joining AIMCO, Mr. Butts served as
a Senior Manager in the audit practice of the Real
Estate Services Group for Arthur Andersen LLP in
Dallas, Texas. Mr. Butts was employed by Arthur
Andersen LLP for ten years and his clients were
primarily publicly-held real estate companies,
including office and multi-family real estate
investment trusts. Mr. Butts holds a Bachelor of
Business Administration degree in Accounting from
Angelo State University and is a Certified Public
Accountant.

I-4
<PAGE>

Richard S. Ellwood....... Mr. Ellwood was appointed a Director of AIMCO in
12 Auldwood Lane July 1994 and is currently Chairman of the Audit
Rumson, NJ 07660 Committee. Mr. Ellwood is the founder and
President of R.S. Ellwood & Co., Incorporated, a
real estate investment banking firm. Prior to
forming R.S. Ellwood & Co., Incorporated in 1987,
Mr. Ellwood had 31 years experience on Wall Street
as an investment banker, serving as: Managing
Director and senior banker at Merrill Lynch
Capital Markets from 1984 to 1987; Managing
Director at Warburg Paribas Becker from 1978 to
1984; general partner and then Senior Vice
President and a director at White, Weld & Co. from
1968 to 1978; and in various capacities at J.P.
Morgan & Co. from 1955 to 1968. Mr. Ellwood
currently serves as a director of FelCor Suite
Hotels, Inc. and Florida East Coast Industries,
Inc.

J. Landis Martin......... Mr. Martin was appointed a Director of AIMCO in
199 Broadway July 1994 and became Chairman of the Compensation
Suite 4300 Committee in March 1998. Mr. Martin has served as
Denver, CO 80202 President and Chief Executive Officer and a
Director of NL Industries, Inc., a manufacturer of
titanium dioxide, since 1987. Mr. Martin has
served as Chairman of Tremont Corporation, a
holding company operating through its affiliates
Titanium Metals Corporation ("TIMET") and NL
Industries, Inc., since 1990 and as Chief
Executive Officer and a director of Tremont since
1998. Mr. Martin has served as Chairman of Timet,
an integrated producer of titanium, since 1987 and
Chief Executive Officer since January 1995. From
1990 until its acquisition by Dresser Industries,
Inc. ("Dresser") in 1994, Mr. Martin served as
Chairman of the Board and Chief Executive Officer
of Baroid Corporation, an oilfield services
company. In addition to Tremont, NL and TIMET, Mr.
Martin is a director of Dresser, which is engaged
in the petroleum services, hydrocarbon and
engineering industries.

Timothy R. Garrick....... Mr. Garrick has been Vice President - Accounting
of the general partner and AIMCO since October 1,
1998. Prior to that date, Mr. Garrick served as
Vice President - Accounting Services of Insignia
Financial Group from June 1997 until October 1998.
From 1992 until June of 1997, Mr. Garrick served
as Vice President of Partnership Accounting for
Insignia Financial Group. From 1987 to 1990, Mr.
Garrick served as Investment Advisor for U.S.
Shelter Corporation. From 1984 to 1987, Mr.
Garrick served as Partnership Investment Analyst
for U.S. Shelter Corporation. From 1979 to 1984,
Mr. Garrick worked on the audit staff of Ernst &
Whinney. Mr. Garrick received his B.S. Degree from
the University of South Carolina in 1979 and is a
certified public accountant.

I-5
<PAGE>

Thomas L. Rhodes......... Mr. Rhodes was appointed a Director of AIMCO in
215 Lexingon Avenue July 1994. Mr. Rhodes has served as the President
4th Floor and a Director of National Review magazine since
New York, NY 10016 November 30, 1992, where he has also served as a
Director since 1998. From 1976 to 1992 , he held
various positions at Goldman, Sachs & Co. and was
elected a General Partner in 1986 and served as a
General Partner from 1987 until November 27, 1992.
He is currently Co-Chairman of the Board ,
Co-Chief Executive Officer and a Director of
Commercial Assets Inc. and Asset Investors
Corporation. He also serves as a Director of
Delphi Financial Group, Inc. and its subsidiaries,
Delphi International Ltd., Oracle Reinsurance
Company, and the Lynde and Harry Bradley
Foundation. Mr. Rhodes is Chairman of the Empire
Foundation for Policy Research, a Founder and
Trustee of Change NY, a Trustee of The Heritage
Foundation, and a Trustee of the Manhattan
Institute

John D. Smith................ Mr. Smith was appointed a Director of AIMCO in
3400 Peachtree Road November 1994. Mr. Smith is Principal and
Suite 831 President of John D. Smith Developments. Mr. Smith
Atlanta, GA 30326 has been a shopping center developer, owner and
consultant for over 8.6 million square feet of
shopping center projects including Lenox Square in
Atlanta, Georgia. Mr. Smith is a Trustee and
former President of the International Council of
Shop ping Centers and was selected to be a member
of the American Society of Real Estate Counselors.
Mr. Smith served as a Director for Pan-American
Properties, Inc. (National Coal Board of Great
Britain) formerly known as Continental Illinois
Properties. He also serves as a director of
American Fidelity Assurance Companies and is
retained as an advisor by Shop System Study
Society, Tokyo, Japan.

I-6
<PAGE>

Annex II

FINANCIAL DATA OF THE PURCHASER

The historical selected financial data for the Purchaser and its
consolidated subsidiaries (the "Company") for the years ended December 31, 1998,
1997 and 1996 is based on audited financial statements. The historical selected
financial data for the Company for the year ended December 31, 1995 and the
period from July 29, 1994 (the date of inception) through December 31, 1994 and
for the Company's Predecessors for the period January 1, 1994 through July 28,
1994 is based on audited financial statements.

<TABLE>
<CAPTION>
The Company's
The Company Predecessors
------------------------------------------------------ --------------------------
For the
For the Period Period
July 29, January 1,
1994 1994
For the Year Ended December 31, Through Through
------------------------------------------------------ December 31, July 28,
1998 1997 1996 1995 1994 1994
--------- --------- --------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income .................. $ 373,963 $ 193,006 $ 100,516 $ 74,947 $ 24,894 $ 5,805
Property operating expenses .............. (145,966) (76,168) (38,400) (30,150) (10,330) (2,263)
Owned property management
expenses ............................... (10,882) (6,620) (2,746) (2,276) (711) --
Depreciation ............................. (83,908) (37,741) (19,556) (15,038) (4,727) (1,151)
--------- --------- --------- --------- --------- ---------
133,207 72,477 39,814 27,483 9,126 2,391
--------- --------- --------- --------- --------- ---------
SERVICE COMPANY BUSINESS:
Management fees and other
income ................................. 22,675 13,937 8,367 8,132 3,217 6,533
Management and other
expenses ............................... (16,764) (10,373) (5,560) (5,150) (2,211) (6,173)
Corporate overhead
allocation ............................. (196) (588) (590) (581) -- --
--------- --------- --------- --------- --------- ---------
5,715 2,976 2,217 2,401 1,006 360
--------- --------- --------- --------- --------- ---------
General and administrative
expenses ............................... (11,418) (5,396) (1,512) (1,804) (977) (36)
Interest expense ......................... (88,208) (51,385) (24,802) (13,322) (1,576) (4,214)
Interest income .......................... 29,252 8,676 523 658 123 --
Equity in earnings of
unconsolidated
subsidiaries ........................... 12,009 4,636 -- -- -- --
Equity in losses of
unconsolidated real estate
partnerships ........................... (2,665) (1,798) -- -- -- --
Loss from IPLP Exchange and
Assumption ............................. (2,648) -- -- -- -- --
Minority interest ........................ (1,868) 1,008 (111) -- -- --
Amortization of goodwill ................. (8,735) (948) (500) (428) -- --
--------- --------- --------- --------- --------- ---------
Income from operations ................... 64,641 30,246 15,629 14,988 7,702 (1,499)
Gain on disposition of
properties ............................. 4,287 2,720 44 -- -- --
--------- --------- --------- --------- --------- ---------
Income (loss) before
extraordinary item ..................... 68,928 32,966 15,673 14,988 7,702 (1,499)
Extraordinary item -- early
extinguishment of debt ................. -- (269) -- -- -- --
--------- --------- --------- --------- --------- ---------
Net income (loss) ........................ $ 68,928 $ 32,697 $ 15,673 $ 14,988 $ 7,702 $ (1,499)
========= ========= ========= ========= ========= =========
OTHER INFORMATION:
Total owned or controlled
properties (end of period) ............. 234 147 94 56 48 4
Total owned or controlled
apartment units (end of
period) ................................ 61,672 40,039 23,764 14,453 12,513 1,711
Total equity apartment units
(end of period) ........................ 171,657 83,431 19,045 19,594 20,758 29,343
Units under management (end of
period) ................................ 146,034 69,587 19,045 19,594 20,758 29,343
Basic earnings per OP Unit ............... $ 0.80 $ 1.09 $ 1.05 $ 0.86 $ 0.42 N/A
Diluted earnings per OP Unit ............. $ 0.78 $ 1.08 $ 1.04 $ 0.86 $ 0.42 N/A
Distributions paid per OP
Unit ................................... $ 2.25 $ 1.85 $ 1.70 $ 1.66 $ 0.29 N/A
</TABLE>

II-1
<PAGE>

Annex III

FINANCIAL DATA OF AIMCO

The historical selected financial data for AIMCO for the years ended
December 31, 1998, 1997 and 1996 is based on audited financial statements. The
historical selected financial data for AIMCO for the year ended December 31,
1995 and the period from January 10, 1994 (the date of inception) through
December 31, 1994 and for the AIMCO Predecessors for the period January 1, 1994
through July 28, 1994 is based on audited financial statements.

<TABLE>
<CAPTION>
AIMCO
AIMCO Predecessors
----------------------------------------------------------------------- ---------------
For the Period For the Period
January 10, 1994 January 1, 1994
For the Year Ended December 31, Through Through
-------------------------------------------------------- December 31, July 28,
1998 1997 1996 1995 1994 1994
----------- ----------- ----------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other income ............... $ 377,139 $ 193,006 $ 100,516 $ 74,947 $ 24,894 $ 5,805
Property operating expenses ........... (147,541) (76,168) (38,400) (30,150) (10,330) (2,263)
Owned property management expenses .... (11,013) (6,620) (2,746) (2,276) (711) --
Depreciation .......................... (84,635) (37,741) (19,556) (15,038) (4,727) (1,151)
----------- ----------- ----------- ----------- ----------- -----------
133,950 72,477 39,814 27,483 9,126 2,391
----------- ----------- ----------- ----------- ----------- -----------
SERVICE COMPANY BUSINESS:
Management fees and other income ...... 24,103 13,937 8,367 8,132 3,217 6,533
Management and other expenses ......... (16,764) (10,373) (5,560) (5,150) (2,211) (6,173)
Corporate overhead allocation ......... (196) (588) (590) (581) -- --
----------- ----------- ----------- ----------- ----------- -----------
7,143 2,976 2,217 2,401 1,006 360
----------- ----------- ----------- ----------- ----------- -----------
General and administrative expenses ... (14,650) (5,396) (1,512) (1,804) (977) (36)
Interest expense ...................... (89,424) (51,385) (24,802) (13,322) (1,576) (4,214)
Interest income ....................... 30,450 8,676 523 658 123 --
Equity in losses of
unconsolidated partnerships ......... (4,854) (1,798) -- -- -- --
Equity in earnings of
unconsolidated subsidiaries ......... 11,570 4,636 -- -- -- --
Minority interest in other entities ... (468) 1,008 (111) -- -- --
Amortization of goodwill .............. (8,735) (948) (500) (428) -- --
----------- ----------- ----------- ----------- ----------- -----------
Income from operations ................ 64,982 30,246 15,629 14,988 7,702 (1,499)
Gain on disposition of properties ..... 4,674 2,720 44 -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before
extraordinary item
and minority interest in operating .. 69,656 32,966 15,673 14,988 7,702 (1,499)
partnership
Extraordinary item -- early
extinguishment of debt .............. -- (269) -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before minority interest
in operating partnership ............ 69,656 32,697 15,673 14,988 7,702 (1,499)
Minority interest in operating
partnership ......................... (5,182) (4,064) (2,689) (1,613) (559) --
----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) ..................... $ 64,474 $ 28,633 $ 12,984 $ 13,375 $ 7,143 $ (1,499)
=========== =========== =========== =========== =========== ===========
OTHER INFORMATION:
Total owned or controlled
properties (end of period) .......... 242 147 94 56 48 4
Total owned or controlled apartment
units (end of period) ............... 63,086 40,039 23,764 14,453 12,513 1,711
Total equity apartment units
(end of period) ..................... 170,243 83,431 19,045 19,594 20,758 29,343
Units under management (end of
period) ............................. 146,034 69,587 19,045 19,594 20,758 29,343
Basic earnings per common
share ............................... $ 0.84 $ 1.09 $ 1.05 $ 0.86 $ 0.42 N/A
Diluted earnings per common
share ............................... $ 0.80 $ 1.08 $ 1.04 $ 0.86 $ 0.42 N/A
Dividends paid per common
share ............................... $ 2.25 $ 1.85 $ 1.70 $ 1.66 $ 0.29 N/A
BALANCE SHEET INFORMATION:
Real estate, before accumulated
depreciation ........................ $ 2,802,598 $ 1,657,207 $ 865,222 $ 477,162 $ 406,067 $ 47,500
Real estate, net of accumulated
depreciation ........................ 2,573,718 1,503,922 745,145 448,425 392,368 33,270
Total assets .......................... 4,268,285 2,100,510 827,673 480,361 416,739 39,042
Total mortgages and notes
payable ............................. 1,660,715 808,530 522,146 268,692 141,315 40,873
</TABLE>

III-1

<PAGE>

The letter of transmittal and any other required documents should be sent
or delivered by each Limited Partner or such Limited Partner's broker, dealer,
bank, trust company or other nominee to the Information Agent at one of its
addresses set forth below.

THE INFORMATION AGENT FOR THE OFFER IS:

RIVER OAKS PARTNERSHIP SERVICES, INC.

<TABLE>
<CAPTION>
By Mail: By Overnight Courier: By Hand:
<S> <C> <C>
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
</TABLE>

By Facsimile: For Information please call:

(201) 896-0910 TOLL FREE (888) 349-2005
or
(201) 896-1900

LETTER OF TRANSMITTAL
For Depositary Unit Certificates Representing Assignments of
Limited Partnership Interests
In
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
Pursuant to an Offer to Purchase
Dated April 9, 1999
by
AIMCO PROPERTIES, L.P.
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 11:59 P.M., NEW YORK TIME,
ON MAY 6, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------

The Information Agent for the offer is:

RIVER OAKS PARTNERSHIP SERVICES, INC.

<TABLE>
<CAPTION>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
</TABLE>

By Facsimile: For Information please call:
(201) 896-0910 TOLL FREE (888) 349-2005
or
(201) 896-1900

- --------------------------------------------------------------------------------
DESCRIPTION OF UNITS TENDERED
- --------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please indicate changes or
corrections to the name, address and tax identification number printed above.)
- --------------------------------------------------------------------------------
1. Total Number of Units Owned 2. Total Number of Units Tendered
(#) (#)

- --------------------------------------------------------------------------------

<PAGE>

To participate in the offer, you must send a duly completed and executed copy of
this Letter of Transmittal and any other documents required by this Letter of
Transmittal so that such documents are received by River Oaks Partnership
Services, Inc., the Information Agent and Depositary (the "Information Agent"),
on or prior to May 6, 1999 (the "Expiration Date"). The method of delivery of
this Letter of Transmittal and all other required documents is at your option
and risk, and delivery will be deemed made only when actually received by the
Information Agent. If delivery is by mail, registered mail with return receipt
requested is recommended. In all cases, sufficient time should be allowed to
assure timely delivery. Delivery of this Letter of Transmittal or any other
required documents to an address other than as set forth above does not
constitute valid delivery.

IMPORTANT

If a Limited Partner who has tendered Units pursuant to the Cal Kan Offer
wishes to tender some or all of such Units to AIMCO Properties, L.P. pursuant to
this Offer, such Limited Partner must first withdraw such tendered Units by
following the procedures set forth below.

For the convenience of Limited Partners who desire to withdraw from the Cal
Kan Offer and accept the Purchaser's $5.50 net per Unit offer, a form of "Notice
of Withdrawal" is enclosed which, if properly delivered to MacKenzie Patterson,
Inc., depositary for the Cal Kan Offer, prior to the April 30, 1999, the
expiration date of the Cal Kan Offer, unless extended, in will enable Limited
Partners to withdraw Units tendered pursuant to the Cal Kan Offer. A copy of the
Notice of Withdrawal delivered to the applicable party(ies) should be delivered
to River Oaks Partnership Services, Inc., the Depositary for this Offer, along
with this Letter of Transmittal.

Units tendered in the Cal Kan Offer or another competing offer must be
withdrawn prior to the expiration date of Cal Kan Offer or such other competing
offer if the Limited Partner desires to tender them into this Offer.

--------------------------------

IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR INTEREST IN THE
PARTNERSHIP IT MUST BE SENT TO THE
INFORMATION AGENT WITH THIS LETTER OF TRANSMITTAL

--------------------------------

For information or assistance in connection with the offer or the
completion of this Letter of Transmittal and/or the Notice of
Withdrawal, please contact the Information Agent
at (888) 349-2005 (toll free) or (201) 896-1900.

The instructions accompanying this Letter of
Transmittal should be read carefully before
this Letter of Transmittal is completed.

<PAGE>

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby acknowledges that he or she has received and
reviewed (i) the Purchaser's Offer to Purchase, dated April 9, 1999 (the "Offer
Date") and (ii) this Letter of Transmittal and the Instructions hereto, as each
may be supplemented or amended from time to time (collectively, the "Offer").

Upon the terms and subject to the conditions set forth in the Offer to
Purchase, and this Letter of Transmittal, the undersigned hereby tenders to the
Purchaser all Depositary Unit Certificates (the "Units") representing
assignments of limited partnership interest in U.S. Realty Limited Partnership
(the "Partnership") set forth in the box above entitled "Description of Units
Tendered," at the price set forth in the Offer to Purchase, less the amount of
distributions, if any, made by the Partnership from the Offer Date until the
Expiration Date (the "Offer Price"), in each case, net to the undersigned in
cash, without interest.

Subject to and effective upon acceptance for payment of any of the Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby irrevocably sells, assigns, transfers, conveys and delivers to, or upon
the order of, the Purchaser all right, title and interest in and to such Units
tendered hereby that are accepted for payment pursuant to the Offer, including,
without limitation, (i) all of the undersigned's interest in the capital of the
Partnership, and the undersigned's interest in all profits, losses and
distributions of any kind to which the undersigned shall at any time be entitled
in respect of the Units; (ii) all other payments, if any, due or to become due
to the undersigned in respect of the Units, under or arising out of the
agreement of limited partnership of the Partnership (the "Partnership
Agreement"), or any agreement pursuant to which the Units were sold (each, a
"Purchase Agreement"), whether as contractual obligations, damages, insurance
proceeds, condemnation awards or otherwise; (iii) all of the undersigned's
claims, rights, powers, privileges, authority, options, security interests,
liens and remedies, if any, under or arising out of the Partnership Agreement or
Purchase Agreement or the undersigned's ownership of the Units, including,
without limitation, all voting rights, rights of first offer, first refusal or
similar rights, and rights to be substituted as a limited partner of a
Partnership; and (iv) all present and future claims, if any, of the undersigned
against a Partnership, the other partners of the Partnership, or the general
partner and its affiliates, including the Purchaser, under or arising out of the
Partnership Agreement, the Purchase Agreement, the undersigned's status as a
limited partner, or the terms or conditions of the Offer, for monies loaned or
advanced, for services rendered, for the management of the Partnership or
otherwise.

The undersigned hereby irrevocably constitutes and appoints the Purchaser,
the Purchaser's general partner and any designees of the Purchaser as the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Units, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), to vote or act in such manner
as any such attorney and proxy or substitute shall, in its sole discretion, deem
proper with respect to such Units, to do all such acts and things necessary or
expedient to deliver such Units and transfer ownership of such Units on the
partnership books maintained by the general partner of the Partnership, together
with all accompanying evidence of transfer and authenticity to, or upon the
order of, the Purchaser, to sign any and all documents necessary to authorize
the transfer of the Units to the Purchaser including, without limitation, the
"Transferor's (Seller's) Application for Transfer" created by the National
Association of Securities Dealers, Inc., if required, and upon receipt by the
Information Agent (as the undersigned's agent) of the offer price, to become a
substitute limited partner, to receive any and all distributions made by the
Partnership from and after the expiration date of the offer (regardless of the
record date for any such distribution), and to receive all benefits and
otherwise exercise all rights of beneficial ownership of such Units, all in
accordance with the terms of the Offer. This appointment is effective upon the
purchase of the Units by the Purchaser as provided in the Offer. Upon the
purchase of Units pursuant to the Offer, all prior proxies and consents given by
the undersigned with respect to such Units will be revoked and no subsequent
proxies or consents may be given (and if given will not be deemed effective).

In addition to and without limiting the generality of the foregoing, the
undersigned hereby irrevocably (i) requests and authorizes (subject to and
effective upon acceptance for payment of any Unit tendered hereby) the
Partnership and its general partners to take any and all actions as may be
required to effect the transfer of the undersigned's Units to the Purchaser (or
its designee) and to admit the Purchaser as a substitute limited partner in the
Partnership under the terms of its Partnership Agreement; (ii) empowers the
Purchaser and its agent to execute and deliver to each general

<PAGE>

partner a change of address form instructing the general partners to send any
and all future distributions to the address specified in the form, and to
endorse any check payable to or upon the order of such unitholder representing a
distribution to which the Purchaser is entitled pursuant to the terms of the
offer, in each case, in the name and on behalf of the tendering unitholder;
(iii) agrees not to exercise any rights pertaining to the Units without the
prior consent of the Purchaser; and (iv) requests and consents to the transfer
of the Units to be effective on the books and records of the Partnership as of
April 1, 1999.

Notwithstanding any provision in a Partnership Agreement to the contrary,
the undersigned hereby directs each general partner of the Partnership to make
all distributions after the Purchaser accepts the tendered Units for payment to
the Purchaser or its designee. Subject to and effective upon acceptance for
payment of any Unit tendered hereby, the undersigned hereby requests that the
Purchaser be admitted to the Partnership as a substitute limited partner under
the terms of the Partnership Agreement. Upon request, the undersigned will
execute and deliver additional documents deemed by the Information Agent or the
Purchaser to be necessary or desirable to complete the assignment, transfer and
purchase of Units tendered hereby and will hold any distributions received from
a Partnership after the Expiration Date in trust for the benefit of the
Purchaser and, if necessary, will promptly forward to the Purchaser any such
distributions immediately upon receipt. The Purchaser reserves the right to
transfer or assign, in whole or in part, from time to time, to one or more of
its affiliates, the right to purchase Units tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering unitholders to
receive payment for Units validly tendered and accepted for payment pursuant to
the Offer.

By executing this Letter of Transmittal, the undersigned represents that
either (i) the undersigned is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan, or (ii) the tender and acceptance of Units pursuant to the Offer will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
that under certain circumstances set forth in the Offer, the Purchaser may not
be required to accept for payment any of the Units tendered hereby. In such
event, the undersigned understands that any Letter of Transmittal for Units not
accepted for payment may be destroyed by the Purchaser (or its agent). Except as
stated in the Offer, this tender is irrevocable, provided that Units tendered
pursuant to the Offer may be withdrawn at any time prior to the Expiration Date.

The undersigned has been advised that the Purchaser is an affiliate of the
general partner of each Partnership and no such general partner makes any
recommendation as to whether to tender or refrain from tendering Units in the
Offer. The undersigned has made his or her own decision to tender Units.

The undersigned hereby represents and warrants for the benefit of each
Partnership and the Purchaser that the undersigned owns the Units tendered
hereby and has full power and authority and has taken all necessary action to
validly tender, sell, assign, transfer, convey and deliver the Units tendered
hereby and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claims and that the transfer and
assignment contemplated herein are in compliance with all applicable laws and
regulations.

The undersigned further represents and warrant that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate") is
not delivered by the undersigned together with this Letter of Transmittal, the
sold, transferred, conveyed, assigned, pledged, deposited or otherwise disposed
of any portion of the Units, (ii) the undersigned has caused a diligent search
of its records to be taken and has been unable to locate the original
certificate, (iii) if the undersigned shall find or recover the original
certificate evidencing the Units, it will immediately and without consideration
surrender it to the Purchaser; and (iv) the undersigned shall at all times
indemnify, defend, and save harmless the Purchaser and the Partnership, its
successors, and its assigns from and against any and all claims, actions, and
suits, whether groundless or otherwise, and from and against any and all
liabilities, losses, damages, judgments, costs, charges, counsel fees, and other
expenses of every nature and character by reason of honoring or refusing to

<PAGE>

honor the original certificate when presented by or on behalf of a holder in due
course or a holder appearing to or believed by the Partnership to be such, or by
issuance or delivery of a replacement certificate, or the making of any payment,
delivery, or credit in respect of the original certificate without surrender
thereof, or in respect of the replacement certificate

Our records indicate that the undersigned owns the number of Units set
forth in the box above entitled "Description of Units Tendered" under the column
entitled "Total Number of Units Owned." If you would like to tender only a
portion of your Units, please so indicate in the space provided in the box above
entitled "Description of Units Tendered."

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
shall be binding upon the heirs, personal representatives, trustees in
bankruptcy, legal representatives, and successors and assigns of the
undersigned.

- ------------------------------------ ------------------------------------

SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 2,
4 and 9) (See Instructions 2, 4 and 9)

To be completed ONLY if the To be completed ONLY if the
consideration for the purchase consideration for the purchase
price of Units accepted for payment price of Units accepted for payment
is to be issued in the name of is to be sent to someone other than
someone other than the undersigned. the undersigned or to the
undersigned at an address other
than that shown above.

|_| Issue consideration to: |_| Mail consideration to:

Name _______________________________ Name _______________________________
(Please type or Print) (Please type or Print)

Address ____________________________ Address _____________________________

---------------------------- -----------------------------
(Include Zip Code) (Include Zip Code)

----------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
- --------------------------------------------------------------------------------

5
<PAGE>

================================================================================

SIGNATURE BOX (See Instruction 2)
- --------------------------------------------------------------------------------

Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction 2).

TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS
OF A CORPORATION OR OTHER PERSONS ACTING IN A FIDUCIARY OR REPRESENTATIVE
CAPACITY, PLEASE COMPLETE THIS BOX AND SEE INSTRUCTION 2.

The signatory hereto hereby tenders the Units indicated in this Letter of
Transmittal to the Purchaser pursuant to the terms of the Offer, and certifies
under penalties of perjury that the statements in Box A, Box B and, if
applicable, Box C and Box D are true.

X _______________________________________________________
(Signature of Owner)

X _______________________________________________________
(Signature of Joint Owner)

Name and Capacity (if other than individuals): ___________________________

Title: _______________________________________________________

Address: _______________________________________________________

(City) (State) (Zip)
Area Code and Telephone No. (Day): _______________________________________

(Evening): _____________________________________

Signature Guarantee (If Required)
(See Instruction 2)

Name and Address of Eligible Institution: ________________________________

===============================================================================

Authorized Signature: X __________________________________________________

Name: _______________________________________________________

Title: ____________________________ Date: ____________________________

================================================================================

<PAGE>

TAX CERTIFICATIONS (See Instruction 4)

By signing the Letter of Transmittal in the Signature Box, the unitholder
certifies as true under penalty of perjury, the representations in Boxes A, B
and C below. Please refer to the attached Instructions for completing this
Letter of Transmittal and Boxes A, B and C below.
================================================================================

BOX A
SUBSTITUTE FORM W-9
(See Instruction 4 - Box A)
- --------------------------------------------------------------------------------

The unitholder hereby certifies the following to the Purchaser under penalties
of perjury:

(i) The Taxpayer Identification No. ("TIN") printed (or corrected) on the
front of this Letter of Transmittal is the correct TIN of the unitholder, unless
the Units are held in an Individual Retirement Account (IRA); or if this box |_|
is checked, the unitholder has applied for a TIN. If the unitholder has applied
for a TIN, a TIN has not been issued to the unitholder, and either (a) the
unitholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
unitholder intends to mail or deliver an application in the near future (it
being understood that if the unitholder does not provide a TIN to the Purchaser,
31% of all reportable payments made to the unitholder will be withheld); and

(ii) Unless this box |_| is checked, the unitholder is not subject to
backup withholding either because the unitholder: (a) is exempt from backup
withholding; (b) has not been notified by the IRS that the unitholder is subject
to backup withholding as a result of a failure to report all interest or
dividends; or (c) has been notified by the IRS that such unitholder is no longer
subject to backup withholding.

Note: Place an "X" in the box in (ii) above, only if you are unable to
certify that the unitholder is not subject to backup withholding.

================================================================================

BOX B
FIRPTA AFFIDAVIT
(See Instruction 4 - Box B)
- --------------------------------------------------------------------------------

Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the unitholder's Units in the Partnership, the person
signing this Letter of Transmittal hereby certifies the following under
penalties of perjury:

(i) Unless this box |_| is checked, the unitholder, if an individual, is a
U.S. citizen or a resident alien for purposes of U.S. income taxation, and if
other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);

(ii) The unitholder's U.S. social security number (for individuals) or
employer identification number (for non-individuals) is correct as furnished in
the blank provided for that purpose on the front of the Letter of Transmittal;

(iii) The unitholder's home address (for individuals), or office address
(for non-individuals), is correctly printed (or corrected) on the front of this
Letter of Transmittal.

The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.

================================================================================

BOX C
SUBSTITUTE FORM W-8
(See Instruction 4 - Box C)
- --------------------------------------------------------------------------------

By checking this box |_|, the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the unitholder is an "exempt
foreign person" for purposes of the Backup Withholding rules under the U.S.
Federal income tax laws, because the unitholder has the following
characteristics:

(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;

(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and

(iii)Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or barter
exchange.

================================================================================

<PAGE>

INSTRUCTIONS
FOR COMPLETING LETTER OF TRANSMITTAL

1. REQUIREMENTS OF TENDER. To be effective, a duly completed and signed Letter
of Transmittal (or facsimile thereof) and any other required documents must
be received by the Information Agent at one of its addresses (or its
facsimile number) set forth herein before 11:59 p.m., New York Time, on the
Expiration Date, unless extended. To ensure receipt of the Letter of
Transmittal and any other required documents, it is suggested that you use
overnight courier delivery or, if the Letter of Transmittal and any other
required documents are to be delivered by United States mail, that you use
certified or registered mail, return receipt requested.

WHEN TENDERING BY FACSIMILE, PLEASE TRANSMIT ALL PAGES OF THE LETTER OF
TRANSMITTAL, INCLUDING TAX CERTIFICATIONS (BOXES A, B, C AND D).

THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.

2. SIGNATURE REQUIREMENTS.

Individual and joint owners -- After carefully reading and completing the
Letter of Transmittal, to tender Units, Unitholders must sign at the "X" in
the Signature Box of the Letter of Transmittal. The signature(s) must
correspond exactly with the names printed (or corrected) on the front of
the Letter of Transmittal. If the Letter of Transmittal is signed by the
Unitholder (or beneficial owner in the case of an IRA), no signature
guarantee on the Letter of Transmittal is required. If any tendered Units
are registered in the names of two or more joint owners, all such owners
must sign this Letter of Transmittal.

IRA's/Eligible Institutions -- For Units held in an IRA account, the
beneficial owner should sign in the Signature Box and no signature
guarantee is required. Similarly, if Units are tendered for the account of
a member firm of a registered national security exchange, a member firm of
the National Association of Securities Dealers, Inc. or a commercial bank,
savings bank, credit union, savings and loan association or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution"), no signature guarantee is required.

Trustees, Corporations, Partnership and Fiduciaries -- Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or other persons acting in a fiduciary
or representative capacity must sign at the "X" in the Signature Box and
have their signatures guaranteed by an Eligible Institution by completing
the signature guarantee set forth in the Signature Box of the Letter of
Transmittal. If the Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partners of a partnership or others acting in a fiduciary or
representative capacity, such persons should, in addition to having their
signatures guaranteed, indicate their title in the Signature Box and must
submit proper evidence satisfactory to the Purchaser of their authority to
so act (see Instruction 3 below).

3. DOCUMENTATION REQUIREMENTS. In addition to the information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to, those listed below. To the extent available, all unitholders
must submit their certificate evidencing the Units. Questions on
documentation should be directed to the Information Agent at its telephone
number set forth herein.

Deceased Owner (Joint Tenant) -- Copy of death certificate.

Deceased Owner (Others) -- Copy of death certificate (see
also Executor/Administrator
/Guardian below).

<PAGE>

Executor/administrator/guardian -- Copy of court appointment
documents for executor or
administrator; and (a) a copy of
applicable provisions of the
will (title page, executor(s)'
powers, asset distribution);
or(b) estate distribution
documents.

Attorney-in-Fact -- Current power of attorney.

Corporation/partnership -- Corporate resolution(s) or other
evidence of authority to act.
Partnership should furnish copy
of the partnership agreement.

Trust/Pension Plans -- Unless the trustee(s) are named
in the registration, a copy of
the cover page of the trust or
pension plan, along with a copy
of the section(s) setting forth
names and powers of trustee(s)
and any amendments to such
sections or appointment of
successor trustee(s).

4. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If consideration is to be issued
in the name of a person other than the person signing the Signature Box of
the Letter of Transmittal or if consideration is to be sent to someone
other than such signer or to an address other than that set forth on the
Letter of Transmittal in the box entitled "Description of Units Tendered,"
the appropriate boxes on the Letter of Transmittal should be completed.

5. TAX CERTIFICATIONS. The unitholder(s) tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with the unitholder's
taxpayer identification number ("TIN") and certify as true, under penalties
of perjury, the representations in Box A, Box B and, if applicable, Box C.
By signing the Signature Box, the Unitholder(s) certifies that the TIN as
printed (or corrected) on this Letter of Transmittal in the box entitled
"Description of Units Tendered" and the representations made in Box A, Box
B and, if applicable, Box C, are correct. See attached Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
guidance in determining the proper TIN to give the Purchaser.

U.S. Persons. A unitholder that is a U.S. citizen or a resident alien
individual, a domestic corporation, a domestic partnership, a domestic
trust or a domestic estate (collectively, "U.S. Persons"), as those terms
are defined in the Code, should follow the instructions below with respect
to certifying Box A and Box B.

Box A - Substitute Form W-9.

Part (i), Taxpayer Identification Number -- Tendering unitholders must
certify to the Purchaser that the TIN as printed (or corrected) on this
Letter of Transmittal in the box entitled "Description of Units Tendered"
is correct. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service (the "IRS"), in addition to the unitholder
being subject to backup withholding.

Part (ii), Backup Withholding -- In order to avoid 31% Federal income tax
backup withholding, the tendering unitholder must certify, under penalties
of perjury, that such unitholder is not subject to backup withholding.
Certain unitholders (including, among others, all corporations and certain
exempt non-profit organizations) are not subject to backup withholding.
Backup withholding is not an additional tax. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS. Do not check
the box in Box A, Part (ii), unless you have been notified by the IRS that
you are subject to backup withholding.

When determining the TIN to be furnished, please refer to the following as
a guide:

Individual accounts - should reflect owner's TIN.

Joint accounts - should reflect the TIN of the owner whose name appears
first.

Trust accounts - should reflect the TIN assigned to the trust.

IRA custodial accounts - should reflect the TIN of the custodian (not
necessary to provide).

<PAGE>

Custodial accounts for the benefit of minors - should reflect the TIN of
the minor.

Corporations, partnership or other business entities - should reflect the
TIN assigned to that entity.

By signing the Signature Box, the unitholder(s) certifies that the TIN as
printed (or corrected) on the front of the Letter of Transmittal is
correct.

Box B - FIRPTA Affidavit -- Section 1445 of the Code requires that each
unitholder transferring interests in a partnership with real estate assets
meeting certain criteria certify under penalty of perjury the
representations made in Box B, or be subject to withholding of tax equal to
10% of the purchase price for interests purchased. Tax withheld under
Section 1445 of the Code is not an additional tax. If withholding results
in an overpayment of tax, a refund may be obtained from the IRS. Part (i)
should be checked only if the tendering unitholder is not a U.S. Person, as
described therein.

Box C - Foreign Persons -- In order for a tendering unitholder who is a
Foreign Person (i.e., not a U.S. Person, as defined above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must certify,
under penalties of perjury, the statement in Box C of this Letter of
Transmittal, attesting to that Foreign Person's status by checking the box
preceding such statement. Unless the box is checked, such unitholder will
be subject to 31% withholding of tax.

6. VALIDITY OF LETTER OF TRANSMITTAL. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of a Letter of
Transmittal and other required documents will be determined by the
Purchaser and such determination will be final and binding. The Purchaser's
interpretation of the terms and conditions of the Offer (including these
Instructions for this Letter of Transmittal) will be final and binding. The
Purchaser will have the right to waive any irregularities or conditions as
to the manner of tendering. Any irregularities in connection with tenders,
unless waived, must be cured within such time as the Purchaser shall
determine. This Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor the
Information Agent are under any duty to give notification of defects in a
Letter of Transmittal and will incur no liability for failure to give such
notification.

7. ASSIGNEE STATUS. Assignees must provide documentation to the Information
Agent which demonstrates, to the satisfaction of the Purchaser, such
person's status as an assignee.

8. TRANSFER TAXES. The amount of any transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.

9. MINIMUM TENDERS. A unitholder may tender any or all of his, her or its
Units.

10. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.

<PAGE>

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER - - Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.

<TABLE>
<CAPTION>
GIVE THE
TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF - -

<S> <C>
1. An individual account The individual

2. Two or more individuals The actual owner of the account or, if combined
(joint account) funds, the first individual on the account

3. Husband and wife The actual owner of the account or, if joint (joint
account) funds, either person

4. Custodian account of a minor The minor (2) (Uniform Gift to Minors Act)

5. Adult and minor (joint
account) The adult or, if the
minor is the only contributor,
the minor (1)

6. Account in the name of guardian The ward, minor or incompetent person (3)
or committee for a designated ward, minor or incompetent person (3)

7. a. The usual revocable sav- The grantor trustee (1)
ings trust account (grantor
is also trustee)
The actual owner (1)

b. So-called trust account that is
not a legal or valid trust under
state law

8. Sole proprietorship account The owner (4)

9. A valid trust, estate or pension The legal entity (Do not furnish the
identifying trust number of the personal representative or trusteeunless
the legal entity itself is not designated in the
account title.) (5)

10. Corporate account The corporation

11. Religious, charitable, or educational The organization
organization account

12. Partnership account held in the The partnership
name of the business

13. Association, club, or other tax-exempt The organization
organization
</TABLE>

<PAGE>

14. A broker or registered nominee The broker or nominee

15. Account with the Department of The public entity Agriculture in the name
of a public entity (such as a State or local government, school district,
or prison) that receives agricultural program payments

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's or incompetent person's name and furnish such person's
social security number or employer identification number.

(4) Show your individual name. You may also enter your business name. You may
use your social security number or employer identification number.

(5) List first and circle the name of the legal trust, estate, or pension
trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATIONNUMBER ON SUBSTITUTE
FORM W-9

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments
include the following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), or an individual
retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.

- An international organization or any agency or instrumentality
thereof.

- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a) of the
Code.

- An exempt charitable remainder trust, or a non-exempt trust described
in section 4947 (a)(1).

- An entity registered at all times under the Investment Company Act of
1940.

- A foreign central bank of issue.

- A futures commission merchant registered with the Commodity Futures
Trading Commission.

Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

- Payments to nonresident aliens subject to withholding under section
1441 of the Code.

<PAGE>

- Payments to Partnership not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.

- Payments of patronage dividends where the amount received in not paid
in money.

- Payments made by certain foreign organizations.

- Payments made to an appropriate nominee.

- Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals. NOTE: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer. Payments of tax exempt interest (including exempt interest
dividends under section 852 of the Code).

- Payments described in section 6049(b)(5) of the Code to nonresident
aliens.

- Payments on tax-free covenant bonds under section 1451 of the Code.

- Payments made by certain foreign organizations.

- Payments of mortgage interest to you.

- Payments made to an appropriate nominee.

Exempt payees described above should file substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED
INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(A),
6045, and 6050A.

PRIVACY ACT NOTICE - - Section 6109 requires most recipients of dividend,
interest, or other payments to give correct taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a correct taxpayer identification number to a payer. Certain
penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER If you
fail to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING - - If
you make a false statement with no reasonable basis that results in no
imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION - - Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE

<PAGE>

By Facsimile: For Information please call:
(201) 896-0910 TOLL FREE (888) 349-2005
or
(201) 896-1900

AIMCO PROPERTIES, L.P.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222

April 9, 1999

Dear Depositary Unit Certificateholder:

HIGHEST OFFER TO DATE! We are offering to acquire your depositary unit
certificates (the "Units") representing assignments of limited partnership
interest in U.S. Realty Partners Limited Partnership (the "Partnership") for
$5.50 per Unit in cash. Enclosed for your review and consideration are documents
relating to our Offer to purchase your Units. Our offer will expire at 11:59
p.m., New York City time on May 6, 1999 (unless extended by us).

The general partner of the Partnership is our affiliate. As a result of
this affiliation, the Partnership has indicated in a Statement on Schedule 14D-9
(the "Schedule 14D-9") filed with the Securities and Exchange Commission that it
is remaining neutral and making no recommendation as to whether its limited
partners should tender their Units in response to our Offer. The Partnership
further states, however, that if a limited partner desires to obtain cash for
its Units presently, it believes that those limited partners should tender their
Units for the greatest purchase price. Limited Partners are urged to read our
Offer to Purchase and the related materials and the Schedule 14D-9 carefully and
in their entirety before deciding whether to tender their Units.

HIGHEST OFFER TO DATE! Although not necessarily indicative of value, our
Purchaser Price is (i) $.50 per Unit greater than the purchase price being paid
in a competing offer made on March 25, 1999 (the "Cal Kan Offer") by MP Value
Fund 4, L.P., MP Value Fund 6, LLC, MacKenzie Patterson Special Fund, LLC,
MacKenzie Patterson Special Fund 3, LLC, MacKenzie Patterson Special Fund 4, LLC
and Cal Kan, Inc. (collectively, "Cal Kan"), (ii) $1.50 per Unit greater than
the purchase price being paid in a competing offer made on or about April 6,
1999 (the "Everest Offer") by Everest Investors 12, LLC ("Everest") and (iii)
$3.40 per Unit greater the purchase price being paid in a competing offer made
on March 22, 1999 (the "Madison Offer") by Madison Liquidity Investors 104, LLC
("Madison"). In addition, with respect to the Madison and Everest Offers, the
purchase price is reduced by the $75.00 transfer fee charged by the Partnership.
Accordingly, the actual purchase price for the Madison and Everest Offers is
significantly reduced.

You should be aware, however, that, as with any rational investment
decision, we are making our Offer with a view to making a profit. No independent
person has been retained to evaluate or render any opinion with respect to the
fairness of our Offer, and no representation is made by us or any of our
affiliates as to such fairness.

IF YOU TENDERED YOUR UNITS IN THE CAL KAN OFFER, YOU MAY STILL TENDER YOUR
UNITS TO US BY COMPLETING THE ENCLOSED THE NOTICE OF WITHDRAWAL AND THE LETTER
OF TRANSMITTAL. THE NOTICE OF WITHDRAWAL MUST BE DELIVERED TO CAL KAN (with a
copy to our Information Agent) BY NO LATER THAN APRIL 30, 1999, THE EXPIRATION
DATE OF THE CAL KAN OFFER, UNLESS EXTENDED.

<PAGE>

If you have any questions concerning the terms of the offer, or need
assistance in completing the forms necessary to tender your units, please
contact our Information Agent, River Oaks Partnership Services, Inc., at (888)
349-2005 or (201) 896-1900

Very truly yours,

AIMCO PROPERTIES, L.P.

INSTRUCTIONS FOR WITHDRAWAL
OF
PREVIOUSLY TENDERED DEPOSITARY UNIT CERTIFICATES
OF
U.S REALTY PARTNERS LIMITED PARTNERSHIP

1. DELIVERY OF NOTICE OF WITHDRAWAL. If you are withdrawing Units previously
tendered pursuant to the offer made on March 25, 1999 (the "Cal Kan Offer")
by MP Value Fund 4, L.P., MP Value Fund 6, LLC, MacKenzie Patterson Special
Fund, LLC, MacKenzie Patterson Special Fund 3, LLC, MacKenzie Patterson
Special Fund 4, LLC and Cal Kan, Inc. (collectively, "Cal Kan") please
complete, execute, detach and send the attached "Notice of Withdrawal of
Previously Tendered Units" of U.S. Realty Partners Limited Partnership.
("Notice of Withdrawal"), to:

MacKenzie Patterson, Inc.
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
Telephone: (800) 854-8357

MacKenzie Patterson, Inc., the depositary for the Cal Kan Offer must receive the
Notice of Withdrawal prior to April 30, 1999, the Expiration Date set forth in
the Cal Kan Offer, unless extended. Receipt of the facsimile transmission of the
Notice of Withdrawal should be confirmed by telephone at the number set forth
above. Copies of all Notice of Withdrawals should be sent or transmitted to
River Oaks Partnership Services, Inc. at the address set forth on the back cover
of AIMCO Properties, L.P.'s Offer to Purchase.

2. INADEQUATE SPACE. If any space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a separate
schedule and attached as part of the Notice of Withdrawal.

3. SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of Withdrawal must be signed,
as applicable, by the person(s) who signed the Letter of Transmittal
relating to the Cal Kan Offer, in the same manner as such Letter of
Transmittal was signed. The signatures must correspond exactly with the
name(s) as they appear on the Partnership records. If any Units tendered
pursuant to the Cal Kan Offer are registered in the names of two or more
joint holders, all such holders must sign, as applicable, the Notice of
Withdrawal. If the Notice of Withdrawal is signed by any trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or
others acting in a fiduciary capacity, such persons should so indicate when
signing and must submit proper evidence of their authority to act.

4. GUARANTEE OF SIGNATURES. If the signature was guaranteed on the Letter of
Transmittal, then it must be guaranteed on the Notice of Withdrawal.

<PAGE>

NOTICE OF WITHDRAWAL
of Previously Tendered
DEPOSITARY UNIT CERTIFICATES
of
U.S REALTY PARTNERS LIMITED PARTENRSHIP

TO: MACKENZIE PATTERSON, INC.
1640 School Street
Moraga, California 94556
Telecopy: (925) 631-9119
Telephone: (800) 854-8357

Gentlemen:

The following depositary unit certificates (the "Units") of U.S. Realty
Partners Limited Partnership. (the "Partnership") previously tendered to MP
Value Fund 4, L.P., MP Value Fund 6, LLC, MacKenzie Patterson Special Fund, LLC,
MacKenzie Patterson Special Fund 3, LLC, MacKenzie Patterson Special Fund 4, LLC
and Cal Kan, Inc. (collectively, "Cal Kan") are hereby withdrawn. A failure to
complete the Section "Number of Units Tendered" shall be deemed to indicate the
intent of the undersigned that all Units tendered to Cal Kan are hereby
withdrawn.

================================================================================

DESCRIPTION OF UNIT(S) WITHDRAWN AND SIGNATURES OF LIMITED PARTNERS

All registered holders of depositary unit certificate(s) must sign exactly as
name(s) appear(s) on the Partnership records. See Instruction 3.

NUMBER OF UNITS WITHDRAWN ______ (if all Units, you may leave blank)

X X
----------------------------- ---------------------------------
(Signature of Owner) (Signature of Joint Owner)

Name and Capacity (if other than individuals):
----------------------------------

Title:
--------------------------------------------------------------------------

Address:
------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(City) (State) (Zip)

Area Code and Telephone No. (Day):
------------------------------------------

(Evening):
--------------------------------------

================================================================================

<PAGE>

Signature Guarantee (If Required)
(See Instruction 4)

Name and Address of Eligible Institution:
---------------------------------------

- --------------------------------------------------------------------------------

Authorized Signature: X
-------------------------------------

Name:
-------------------------------------------------------

Title: Date:
----------------------------------------------- ---------------