content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):  February 21, 1997    
  
  
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
          California                     33-91136               33-0707612
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  (State or other jurisdiction       (Commission              (IRS Employer
       of incorporation)              File Number)            Identification No.)
  
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California   92626
  -------------------------------------------------------------------------------
                 (Address of principal executive offices)          (Zip Code)
  
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
  
                                                           
                                        N/A
  -------------------------------------------------------------------------------
            Former name or former address, if changed since last report)
  
  <PAGE>
  
  
  
  Item 2.  Acquisition or Disposition of Assets
  
       WNC Housing Tax Credit Fund V, L.P.,  Series 4 ("SERIES  4") has acquired a
  Local Limited Partnership Interest in Mesa Verde Apartments, Limited Partnership
  ("MESA  VERDE" or the  "Local  Limited  Partnership").  MESA VERDE owns the Mesa
  Verde Apartments (the "Apartment Complex") in Roswell, New Mexico.
  
       The following tables contain  information  concerning the Apartment Complex
  and the Local Limited Partnership identified herein:
  
  <TABLE>
                                                                                                          
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>         <C>        <C>          <C>          <C>            <C>          <C>      <C>            <C>             <C>
                                      ESTIMATED     ESTIMATED                            PERMANENT     LOCAL LIMITED   YEAR 
              PROJECT                 CONSTRUC-     DEVELOPMENT                          MORTGAGE      PARTNERSHIP'S   CREDITS
  LOCAL       NAME AND                TION          COST          NUMBER OF    BASIC     LOAN          ANTICIPATED     TO BE
  LIMITED     NUMBER OF  LOCATION OF  COMPLETION    (INCLUDING    APARTMENT    MONTHLY   PRINCIPAL     AGGREGATE TAX   FIRST        
  PARTNERSHIP BUILDINGS  PROPERTY     DATE          LAND COST)    UNITS        RENTS     AMOUNT        CREDITS(1)      AVAILABLE
  -----------------------------------------------------------------------------------------------------------------------------------
  MESA        Mesa       Roswell      December      $6,840,387    11 1BR units  $256     $2,280,000    $6,427,180       1998
  VERDE       Verde      (Chaves      1997                        45 1BR units  $314     Bank of
              Apartments County),                                  6 2BR units  $305     America(2)    
                         New Mexico                               23 2BR units  $374     $277,904   
              18                                                  11 3BR units  $351     HOME(3)   
              buildings                                           46 4BR units  $431                                          
  -----------------------------------------------------------------------------------------------------------------------------------
  
  </TABLE>
  
  (1)  Low Income Housing Credits are available over a 10-year period. For the
  year in which the credit  first  becomes  available,  SERIES 4 will receive only
  that  percentage of the annual credit which  corresponds to the number of months
  during which SERIES 4 was a limited  partner of the Local  Limited  Partnership,
  and during which the Apartment Complex was completed and in service.
  
  (2)  Bank of America will provide the first  mortgage  loan for a term of 15
  years at an annual  interest rate equal to the 15-year  Treasury Bond yield plus
  225 basis  points.  Principal  and interest  will be payable  monthly based on a
  30-year amortization schedule. Outstanding principal will be due on maturity.
  
  (3)  HOME will provide the second mortgage loan for a term of 30 years at an
  annual  interest rate of 7.13%.  Principal and interest will be payable  monthly
  based on a 30-year amortization schedule.
  
  Roswell  (MESA  VERDE):  Roswell  (population  48,700) is in southeast  New
  Mexico at the intersection of U.S.Highways 380 and 285,  approximately 175 miles
  southeast of Albuquerque.  The major employers for Roswell residents are Roswell
  Independent School District, Eastern New Mexico Medical Center and Levi Strauss.
  <TABLE>
                                                                                  
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>             <C>                <C>             <C>            <C>           <C>             <C>          <C>
                                                                                  SHARING                      
                                                                                  RATIOS:         SERIES 4's   ESTIMATED
                                                                                  ALLOCATIONS     CAPITAL      ACQUISITION
  LOCAL           LOCAL                                             SHARING       (4) AND SALE    CONTRI-      FEES PAYABLE
  LIMITED         GENERAL            PROPERTY        DEVELOPMENT    RATIOS:       OR REFINANCING  BUTION       TO FUND
  PARTNERSHIP     PARTNER            MANAGER (1)     FEE (2)        CASH FLOW(3)  PROCEEDS (5)    (6)          MANAGER               
  ---------------------------------------------------------------------------------------------------------------------------------- 
  MESA            Trianon-Mesa       Trianon         $735,611       WNC:          99/1            $3,940,587   $394,100
   VERDE          Verde, LLC         Development                    Greater       50/50
                                     Company                        of 15% or
                                                                    $5,000 
                                                                    LGP: $5,000 
                                                                    plus 40% of
                                                                    the balance
                                                                    The balance:
                                                                    50/50                                                           
  -----------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
                                                                           
  (1)  The  maximum  annual  management  fee payable to the  property  manager
  generally  is  determined  pursuant  to lender  regulations.  The Local  General
  Partner is authorized to employ  either  itself or one of its  affiliates,  or a
  third party,  as property  manager for leasing and  management  of the Apartment
  Complex so long as the fee therefor  does not exceed the amount  authorized  and
  approved by the lender for the Apartment Complex.
  
  (2)  The Local  Limited  Partnership  will pay its Local  General  Partner a
  development  fee  in  the  amount  set  forth,  for  services  incident  to  the
  development and construction of the Apartment  Complex,  which services include:
  negotiating  the  financing  commitments  for the  Apartment  Complex;  securing
  necessary  approvals and permits for the  development  and  construction  of the
  
  
                                         2
  <PAGE>
  Apartment Complex; and obtaining allocations of Low Income Housing Credits. This
  payment will be made in  installments  after receipt of each  installment of the
  capital contribution made by SERIES 4.
  
  (3)  Reflects the amount of the net cash flow from operations, if any, to be
  distributed  to SERIES 4 ("WNC") and the Local  General  Partner  ("LGP") of the
  Local Limited Partnership for each year of operations.  Generally, to the extent
  that  the  specific  dollar  amounts  which  are to be paid to WNC are not  paid
  annually,  they will accrue and be paid from sale or refinancing  proceeds as an
  obligation of the Local Limited Partnership.
  
  (4)  Subject  to  certain  special  allocations,  reflects  the  respective
  percentage interests in profits, losses and Low Income Housing Credits of SERIES
  4, and the Local General Partner.
  
  (5)  Reflects  the  percentage  interests of SERIES 4 and the Local  General
  Partner  in any net cash  proceeds  from sale or  refinancing  of the  Apartment
  Complex,  after payment of the mortgage loan and other Local Limited Partnership
  obligations (see, e.g., note 3), and the following,  in the order set forth: the
  capital  contribution  of SERIES 4; and the  capital  contribution  of the Local
  General Partner.
  
  (6)  SERIES 4 will make its  capital  contributions  to the  Local  Limited
  Partnership  in  stages,  with each  contribution  due when  certain  conditions
  regarding  construction  or  operations  of  the  Apartment  Complex  have  been
  fulfilled.
  
  
                                         3
  <PAGE>
  
  
  Item 7.  Financial Statements and Exhibits
  
           a. Financial Statements of Businesses Acquired
              Inapplicable
  
           b. Proforma Financial Information
  
              Proforma Balance Sheet, September 30, 1996
              Proforma  Statement of Operations, for the Period July 1, 1996
                (date operations commenced) to September 30, 1996
              Notes to Proforma Financial Information
   
           c.  Exhibits
  
               10.1  Amended and Restated Agreement of Limited Partnership of Mesa
                     Verde Apartments, Limited Partnership
  
  
                                         4
  <PAGE>
  
  
                    WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                               PROFORMA BALANCE SHEET
                                 September 30, 1996
  
  
                                       ASSETS
  
   <TABLE>                                                  
                                                     
  
                                                    Historical      Proforma          Proforma
                                                      Balance       Adjustments        Balance
                                                    ----------      -----------      ----------
  <S>                                                <C>            <C>               <C>
  Cash                                               $766,107       $6,526,965
                                                                      (120,750)
                                                                      (574,163)       $6,598,159
  
  
  Subscriptions receivable                            450,000          120,750           570,750
  
  Investment in limited partnerships                3,973,325        9,894,212
                                                                       574,163        14,441,700
  
  Other assets                                            702                0               702
                                                  ------------     -----------       -----------
  
                                                    $5,190,134     $16,421,177       $21,611,311
                                                  ============     ===========       ===========
  
  
                          LIABILITIES AND PARTNERS' CAPITAL
  
  LIABILITIES:
  
  Notes payable to limited partnerships             $2,482,421      $9,894,212       $12,376,633
  Accrued fees and expenses due to 
  general partner and affiliates                        83,373               0            83,373
                                                  ------------     -----------       -----------
                                                     2,565,794       9,894,212        12,460,006  
                                                  ------------     -----------       -----------
                                                           
  Partners' capital
    General partner                                     (3,578)        (11,285)          (14,863)
    Limited partners                                 2,627,918       6,538,250         9,166,168
                                                  ------------     -----------       -----------
          Total partners' equity                     2,624,340       6,526,965         9,151,305  
                                                  ------------     -----------       ----------- 
                                                    $5,190,134     $16,421,177       $21,611,311
                                                  ============     ===========       ===========
  </TABLE>
  
  
                                    - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
                               
  
                                        FS-1
  <PAGE>
  
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
  
                          PROFORMA STATEMENT OF OPERATIONS
  
               For the Period July 1, 1996 (date operations commenced)
                                to September 30, 1996
  
  
   <TABLE>                                                  
                                                     
  
                                                    Historical      Proforma          Proforma
                                                      Balance       Adjustments        Balance
                                                    ----------      -----------      ----------
  <S>                                                <C>            <C>               <C>
  Interest income                                      $2,427                           $2,427  
                                                       ------                           ------
  Operating expense
  Amortization                                            418                              418
  Legal and accounting                                     44                               44 
                                                       ------                           ------  
  
  Total operating expense                                 462                              462
                                                       ------                           ------
  
  Income from operations                                1,965                            1,965
  
  Equity in loss
  of limited partnerships                              (2,040)        (3,200)           (5,240)
                                                       -------        -------           -------
  
  Net loss                                             $  (75)       $(3,200)          $(3,275)
                                                       =======       ========          ========
  </TABLE>
  
  
                                    - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
  
                                        FS-2
  <PAGE>
   
  
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                       NOTES TO PROFORMA FINANCIAL STATEMENTS
  
  
  NOTE 1 - GENERAL
  
  The information  contained in the following notes to the proforma financial
  statements is condensed  from that which  appears in the  financial  statements.
  Accordingly,   these  proforma  financial   statements  should  be  reviewed  in
  conjunction with the financial statements and related notes thereto contained in
  the WNC  Housing Tax Credit Fund V, L.P.,  Series 4 financial  statements  dated
  September 30, 1996. WNC Housing Tax Credit Fund V, L.P., Series 4 is referred to
  in these notes as the "Partnership."
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
  
  As of September 30, 1996, the Partnership was admitted as majority  limited
  partner in two limited partnerships,  Blessed Rock and Crescent City Apartments.
  Subsequent  to  September  30,  1996,  the  Partnership  has  acquired a limited
  partnership  interest in five limited  partnerships,  Ashford Place, L.P., Lamar
  Plaza, Mesa Verde, Ogallalla Apartments I, L.P. and Woodland Townhomes, L.P. and
  is  negotiating  to  acquire  limited  partnership   interests  in  three  other
  partnerships. The investments commit the Partnership to capital contributions as
  follows:
                    Ashford Place            $2,317,180
                    Belen Vista                 488,274
                    Hilltop                     120,814
                    Lamar                       797,842
                    Mesa Verde                3,940,587
                    Mountain Vista              481,602
                    Ogallalla                   400,905
                    Woodland Townhomes        1,347,008
                                             ----------
                                             $9,894,212
                                             ==========
  
  
  In accordance with Article 11, Proforma Financial Information of Regulation
  S-X of the Securities and Exchange Commission, the accompanying proforma balance
  sheet was computed assuming that the limited  partnerships  discussed above were
  acquired at the end of the period  presented.  The first  adjustment to cash and
  the adjustment to partners' equity of $6,526,965  reflects the net proceeds from
  October 1, 1996 to  February  21,  1997 from  issuance of 7,783 units of limited
  partners' capital ($7,783,000 less notes receivable of $127,500, and commissions
  and  offering  costs  of  $1,128,535.)  The  second  adjustment  to cash and the
  adjustment to subscriptions  receivable of $120,750  reflects the  subscriptions
  
  
                                        FS-3
  <PAGE>
  
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
  
  
  receivable  from the above  subscriptions.  The adjustment to investment in
  limited  partnerships  and notes payable to limited  partnerships  of $9,894,212
  reflects  the  Partnership's   acquisition  of  the  eight  limited  partnership
  interests as if the  Partnership's  date of acquisition  was September 30, 1996.
  The  second  adjustment  to  investment  in limited  partnerships  and the third
  adjustment to cash of $574,163  reflects the acquisition fee for the acquisition
  of the identified limited partnerships.
  
  The eight apartment  complexes were under  construction  or  rehabilitation
  during the period  presented  and had no  operations  which  should be reported.
  Crescent City Apartments had operations during the period presented prior to the
  Partnership's acquisition of the limited partnership  interest therein (July 1,
  1996 to September 25, 1996),  and a proforma loss of $3,200 has been recorded in
  the Proforma Statement of Operations.  The Partnership uses the equity method of
  accounting to account for its investments in these local limited partnerships.
  
  
  
  
  
  
  
  
  
  
  
                                        FS-4
  <PAGE>
  
                                       
  
  
                                     SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
  Date:  March 6, 1997              By:   WNC &  Associates, Inc.,
                                          General Partner\
  
                                           By:  /s/ JOHN B. LESTER, JR.
                                                    John B. Lester, Jr.,
                                                    President
  
  
                                         5
  <PAGE>
  
  
  
  
  
                                  INDEX TO EXHIBITS
  
  
  Exhibit
  Number   Exhibit
  
       10.1   Amended and Restated Agreement of Limited Partnership of Mesa Verde
              Apartments, Limited Partnership
  
  
  <PAGE>
  
  
  
  
                                AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                     MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
  
                                    
  <PAGE>
  
  
                                  TABLE OF CONTENTS
  
                                                                    Page
  
  I.       DEFINITIONS ...........................................   2
  
           1.1      "Accountant" .................................   2
           1.2      "Act" ........................................   2
           1.3      "Actual Tax Credit"...........................   2
           1.4      "Adjusted Capital Account Deficit" ...........   2
           1.5      "Affiliate" ..................................   2
           1.6      "Agreement" or "Partnership Agreement"........   3
           1.7      "Assignee" ...................................   3
           1.8      "Bankruptcy" or "Bankrupt"....................   3
           1.9      "Capital Account" ............................   3
           1.10     "Capital Contribution" .......................   3
           1.11     "Cash Flow From Operations" ..................   4
           1.12     "Code" .......................................   4
           1.13     "Completion of Construction"..................   4
           1.14     "Compliance Period"...........................   4
           1.15     "Consent of the Limited Partner"..............   4
           1.16     "Construction Contract".......................   4
           1.17     "Construction Loan" ..........................   4
           1.18     "Contractor" .................................   5
           1.19     "Debt Service Coverage".......................   5
           1.20     "Deferred Management Fee".....................   5
           1.21     "Developer"...................................   5
           1.22     "Development Fee" ............................   5
           1.23     "Distributions" ..............................   6
           1.24     "Fair Market Value" ..........................   6
           1.25     "First Year Certificate" .....................   6
           1.26     "Force Majeure"...............................   6
           1.27     "General Partner" ............................   6
           1.28     "Gross Asset Value" ..........................   6
           1.29     "Hazardous Substance".........................   7
           1.30     "Improvements"................................   8
           1.31     "Incentive Management Fee"....................   8
           1.32     "Income and Losses"...........................   8
           1.33     "Insurance"...................................   9
           1.34     "Insurance Company"...........................   9
           1.35     "Interest" ...................................   9
           1.36     "Involuntary Withdrawal"......................   9
           1.37     "LIHTC".......................................   9
           1.38     "Limited Partner".............................   9
           1.39     "Management Agent"............................   10
           1.40     "Management Agreement"........................   10
           1.41     "Minimum Set-Aside Test"......................   10
           1.42     "Mortgage" or "Mortgage Loan".................   10
           1.43     "Mortgage Note"...............................   10
           1.44     "Nonrecourse Deductions"......................   10
           1.45     "Nonrecourse Liability".......................   10
  
                                          i
  <PAGE>
  
  
           1.46     "Operating Deficit" ..........................   10
           1.47     "Operating Deficit Guarantee Period"..........   11
           1.48     "Operating Loans".............................   11
           1.49     "Original Limited Partner" ...................   11
           1.50     "Partner(s)" .................................   11
           1.51     "Partner Nonrecourse Debt" ...................   11
           1.52     "Partner Nonrecourse Debt Minimum Gain" ......   11
           1.53     "Partner Nonrecourse Deductions" .............   11
           1.54     "Partnership" ................................   11
           1.55     "Partnership Minimum Gain" ...................   11
           1.56     "Permanent Mortgage Commencement" ............   11
           1.57     "Person" .....................................   12
           1.58     "Project" ....................................   12
           1.59     "Project Documents" ..........................   12
           1.60     "Projected Annual Tax Credits" ...............   12
           1.61     "Projected Tax Credits" ......................   12
           1.62     "Qualified Tenants" ..........................   12
           1.63     "Reference Rate"..............................   12
           1.64     "Rent Restriction Test" ......................   12
           1.65     "Reporting Fee"...............................   12
           1.66     "Revised Projected Tax Credits"...............   12
           1.67     "Sale or Refinancing".........................   12
           1.68     "Sale or Refinancing Proceeds" ...............   12
           1.69     "State" ......................................   12
           1.70     "State Tax Credit Agency" ....................   12
           1.71     "Substitute Limited Partner" .................   12
           1.72     "Tax Credit" .................................   12
           1.73     "Tax Credit Conditions".......................   12
           1.74     "TRA 1986" ...................................   12
           1.75     "Treasury Regulations" .......................   12
           1.76 "Withdrawing" or "Withdrawal".....................   14
  
  II.      NAME ..................................................   14
  
  III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ..........   14
  
           3.1      Principal Executive Office ...................   14
           3.2      Agent for Service of Process .................   14
  
  IV.      PURPOSE ...............................................   14
  
  V.       TERM ..................................................   15
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS..............   15
  
           6.1      Capital Contribution of General Partner.......   15
           6.2      Construction and Operating Obligations;
                      General Partner Loans.......................   15
           6.3      Other General Partner Loans...................   16
  
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER...............   16
  
           7.1      Original Limited Partner......................   16
           7.2      Capital Contribution of Limited Partner.......   17
   
                                         ii
  <PAGE>
  
  
           7.3      Repurchase of Limited Partner's Interest......   19
           7.4      Reduction of Limited Partner's
                      Capital Contribution........................   19
           7.5      Return of Capital Contribution................   21
           7.6      Liability of Limited Partner..................   21
  
  VIII.    WORKING CAPITAL AND RESERVES ..........................   22
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account...................   22
           8.2      Other Reserves................................   22
  
  IX.      MANAGEMENT AND CONTROL ................................   22
  
           9.1      Power and Authority of General Partner .......   22
           9.2      Payments to the General Partners and Others ..   23
           9.3      Specific Powers of the General Partner .......   25
           9.4      Authority Requirements........................   26
           9.5      Limitations on General Partner's
                      Power and Authority ........................   26
           9.6      Restrictions on Authority of General Partner..   27
           9.7      Duties of General Partner ....................   28
           9.8      Partnership Expenses .........................   30
           9.9      General Partner Expenses .....................   31
           9.10     Other Business of Partners ...................   31
           9.11     Covenants, Representations and Warranties.....   31
  
  X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS .............   35
  
           10.1     General ......................................   35
           10.2     Allocations From Sale or Refinancing..........   35
           10.3     Special Allocations...........................   36
           10.4     Curative Allocations..........................   39
           10.5     Other Allocation Rules........................   39
           10.6     Tax Allocations:  Code Section 704(c).........   40
           10.7     Allocation Among Limited Partners.............   41
           10.8     Allocation Among General Partners ............   41
           10.9     Modification of Allocations ..................   41
  
  XI.      DISTRIBUTION ..........................................   41
  
           11.1     Distribution of Cash Flow From Operations ....   41
           11.2     Distribution of Sale or Refinancing Proceeds..   42
  
  XII.     TRANSFERS OF LIMITED PARTNER'S INTEREST
           IN THE PARTNERSHIP.....................................   43
  
           12.1     Assignment of Limited Partner's Interest .....   43
           12.2     Effective Date of Transfer ...................   43
           12.3     Invalid Assignment ...........................   43
           12.4     Assignee's Rights to Allocations
                      and Distributions ..........................   44
           12.5     Substitution of Assignee as Limited Partner...   44
           12.6     Death, Bankruptcy, Incompetency, etc.
                      of a Limited Partner .......................   44
  
                                         iii
  <PAGE>
  
  XIII.    WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
           PARTNER ...............................................   45
  
           13.1     Withdrawal of General Partner ................   45
           13.2     Removal of General Partner ...................   45
           13.3     Effects of a Withdrawal.......................   46
           13.4     Successor General Partner.....................   48
           13.5     Admission of Additional or Successor
                      General Partner ............................   49
           13.6     Transfer of Interest .........................   49
           13.7     No Goodwill Value.............................   49
  
  XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
           FISCAL YEAR AND BANKING ...............................   49
  
           14.1     Books and Accounts ...........................   49
           14.2     Accounting Reports ...........................   50
           14.3     Other Reports ................................   51
           14.4     Late Reports .................................   52
           14.5     Annual Site Visits............................   53
           14.6     Tax Returns...................................   53
           14.7     Fiscal Year ..................................   53
           14.8     Banking ......................................   53
           14.9     Certificates and Elections ...................   53
  
  XV.      DISSOLUTION, WINDING UP, TERMINATION AND
           LIQUIDATION OF THE PARTNERSHIP ........................   54
  
           15.1     Dissolution of Partnership ...................   54
           15.2     Return of Capital Contribution upon
                      Dissolution ................................   54
           15.3     Distributions of Assets ......................   54
           15.4     Deferral of Liquidation.......................   55
           15.5     Liquidation of Statement .....................   56
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ................................   56
  
  XVI.     AMENDMENTS ............................................   56
  
  XVII.    MISCELLANEOUS .........................................   57
  
           17.1     Voting Rights ................................   57
           17.2     Meeting of Partnership .......................   57
           17.3     Notices ......................................   58
           17.4     Successors and Assigns .......................   58
           17.5     Recording of Certificate of Limited
                    Partnership. .................................   58
           17.6     Amendment of Certificate of Limited
                    Partnership ..................................   58
           17.7     Counterparts .................................   59
           17.8     Captions .....................................   59
           17.9     Saving Clause.................................   59
  
                                         iv
  <PAGE>
  
           17.10 Tax Matters Partners.............................   59
           17.11 Expiration of Compliance Period..................   60
           17.12 Number and Gender ...............................   61
           17.13 Entire Agreement ................................   61
           17.14 Governing Law ...................................   61
           17.15 Attorney's Fees .................................   61
           17.16 Receipt of Correspondence .......................   61
           17.17 Security Interest and Right of Set-Off ..........   61
  
  
  EXHIBIT A - Legal Description...................................   A-1
  EXHIBIT B - Form of Legal Opinion...............................   B-1 - B-4
  EXHIBIT C - Certification and Agreement.........................   C-1 - C-4
  EXHIBIT D - General Partner Certification.......................   D-1 - D-5
  EXHIBIT E - Form of Completion Certificate......................   E-1
  EXHIBIT F - Accountant's Certificate............................   F-1
  EXHIBIT G - Report of Operations................................   G-1 - G-10
  
  DEVELOPMENT FEE AGREEMENT
  GUARANTY AGREEMENT
  
  
  
                                         v
  <PAGE>
                           AMENDED AND RESTATED AGREEMENT
                              OF LIMITED PARTNERSHIP OF
                     MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
  
       THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is being entered
  into effective as of the date written below by and between  TRIANON-MESA  VERDE,
  LLC, a New Mexico limited liability company (the "General Partner"), WNC HOUSING
  TAX CREDIT FUND V, L.P.,  SERIES 4, a  California  limited  partnership,  as the
  limited partner (the "Limited Partner) and TRIANON  DEVELOPMENT  CORPORATION,  a
  California corporation as the withdrawing limited partner (the "Original Limited
  Partner").
  
                                      RECITALS
  
       WHEREAS,  on November 30,  1995, a  partnership  agreement  (the  "Original
  Partnership  Agreement") for MESA VERDE  APARTMENTS,  LIMITED  PARTNERSHIP  (the
  "Partnership")  was  entered  into  by  and  between  the  Trianon   Development
  Corporation and Foundation for Social Resources,  Inc., as the General Partners,
  and TRIANON DEVELOPMENT CORPORATION as the limited partner.
  
       WHEREAS, a certificate of Limited Partnership was filed with the New Mexico
  Secretary of State on December 1, 1995. An Amendment to  Certificate  of Limited
  Partnership  was filed with the New Mexico  Secretary  of State on  December  5,
  1995.  An  additional   Certificate  of  Amendment  to  Certificate  of  Limited
  Partnership  was executed by Trianon  Development  Corporation on March 20, 1996
  but never filed with the New Mexico Secretary of State.
  
       WHEREAS,  concurrent with the execution of this Agreement,  an Amendment to
  the  Certificate  of  Limited  Partnership  will be filed  with  the New  Mexico
  Secretary of State whereby  Trianon  Development  Corporation and Foundation for
  Social  Resources,  Inc. will provide public notice of their withdrawal from the
  Partnership and the General Partner will be shown as the sole successor  General
  Partner.
  
       WHEREAS,  the Partners  desire to enter into this Agreement to provide for,
  among other things, (i) the continuation of the Partnership,  (ii) the admission
  of the Limited Partner as a partner of the Partnership, (iii) the liquidation of
  Trianon Development Corporation's general partner's Interest in the Partnership,
  (iv)  the  liquidation  of  Foundation  for  Social  Resources,  Inc.'s  general
  partner's  Interest in the  Partnership,  (v) the  liquidation  of the  Original
  Limited  Partner's  Interest  in the  Partnership,  (vi) the  payment of Capital
  Contributions by the Limited Partner to the Partnership, (vii) the allocation of
  Income,  Losses,  Tax Credits and distributions of Cash Flow From Operations and
  other cash funds of the  Partnership  among the Partners  (viii) the  respective
  rights,  obligations  and  interests  of the  Partners  to each other and to the
  Partnership, and (ix) certain other matters.
  
                                        1
  <PAGE>
  
  
       WHEREAS, the Limited Partner and the General Partner desire hereby to amend
  and restate the Original Partnership Agreement.
  
       NOW,  THEREFORE,  in  consideration of their mutual  agreements  herein set
  forth,  the Partners hereby agree to amend and restate the Original  Partnership
  Agreement in its entirety to provide as follows:
  
                                      ARTICLE I
  
                                     DEFINITIONS
  
       Section 1.1 "Accountant"  shall mean Richard Suarez,  Jr., C.P.A.,  or such
  other firm of independent certified public accountants as may be engaged for the
  Partnership  by the General  Partner  with the  Consent of the Limited  Partner.
  Notwithstanding  any provision of this  Agreement to the  contrary,  the Limited
  Partner shall have the  discretion to dismiss the  Accountant if the  Accountant
  fails to provide  timely  reports in accordance  with this Agreement or fails to
  accurately reflect the Partnership's financial position.
  
       Section  1.2  "Act"  shall  mean the laws of the  State  governing  limited
  partnerships, as now in effect and as the same may be amended from time to time.
  
       Section 1.3 "Actual  Tax  Credit"  shall mean as of any point in time,  the
  total amount of the LIHTC actually  allocated by the  Partnership to the Limited
  Partner,  representing 99% of the LIHTC actually received by the Partnership, as
  shown on the applicable tax returns of the Partnership.
  
       Section 1.4 "Adjusted  Capital Account  Deficit" shall mean with respect to
  any Partner,  the deficit balance,  if any, in such Partner's Capital Account as
  of the end of the relevant  fiscal period,  after giving effect to the following
  adjustments:
  
       (a) Credit to such  Capital  Account  any  amounts  which  such  Partner is
  obligated  to restore or is deemed to be  obligated  to restore  pursuant to the
  penultimate  sentences  of  Treasury  Regulations  Sections   1.704-2(g)(1)  and
  1.704-2(i)(5); and
  
       (b)  Debit  to  such  Capital  Account  the  items  described  in  Sections
  1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of
  the Treasury Regulations.
  
  The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
  comply  with the  provisions  of Section  1.704-1(b)(2)(ii)(d)  of the  Treasury
  Regulations and shall be interpreted consistently therewith.
  
       Section 1.5  "Affiliate"  shall mean (a) any Person  directly or indirectly
  controlling, controlled by, or under common control with another Person; (b) any
  
  
                                         2
  <PAGE>
  
  Person owning or controlling 10% or more of the outstanding voting securities of
  such other Person; (c) any officer, director,  trustee, or partner of such other
  Person;  and (d) if such  Person is an  officer,  director,  trustee  or general
  partner, any other Person for which such Person acts in any such capacity.
  
       Section 1.6 "Agreement" or "Partnership  Agreement" shall mean this Amended
  and Restated Agreement of Limited Partnership, as it may be amended from time to
  time. Words such as "herein,"  "hereinafter,"  "hereof,"  "hereto," "hereby" and
  "hereunder,"  when  used  with  reference  to  this  Agreement,  refers  to this
  Agreement as a whole, unless the context otherwise requires.
  
       Section  1.7  "Assignee"  shall  mean a Person  who has  acquired  all or a
  portion of the Limited Partner's  beneficial interest in the Partnership and has
  not become a Substitute Limited Partner.
  
       Section  1.8  "Bankruptcy"  or  "Bankrupt"  shall  mean  the  making  of an
  assignment for the benefit of creditors,  becoming a party to any liquidation or
  dissolution   action  or  proceeding,   the   commencement  of  any  bankruptcy,
  reorganization,  insolvency or other  proceeding  for the relief of  financially
  distressed debtors, or the appointment of a receiver,  liquidator,  custodian or
  trustee  and,  if any of the  same  occur  involuntarily,  the  same  not  being
  dismissed,  stayed or  discharged  within 90 days;  or the entry of an order for
  relief  under  Title 11 of the United  States  Code.  A Partner  shall be deemed
  Bankrupt  if  the  Bankruptcy  of  such  Partner  shall  have  occurred  and  be
  continuing.
  
       Section 1.9 "Capital Account" shall mean, with respect to each Partner, the
  account  maintained  for  such  Partner  comprised  of  such  Partner's  Capital
  Contribution  as increased by allocations to such Partner of Partnership  Income
  (or  items  thereof)  and any items in the  nature  of income or gain  which are
  specially  allocated  pursuant to Section 10.3 or 10.4 hereof,  and decreased by
  the amount of any  Distributions  made to such Partner,  and allocations to such
  Partner of Partnership  Losses (or items thereof) and any items in the nature of
  expenses or losses  which are  specially  allocated  pursuant to Section 10.3 or
  10.4 hereof.
  
       In  the  event  of any  transfer  of an  interest  in  the  Partnership  in
  accordance with the terms of this Agreement, the transferee shall succeed to the
  Capital  Account of the  transferor to the extent it relates to the  transferred
  interest.
  
       The  foregoing  definition  and the  other  provisions  of  this  Agreement
  relating to the  maintenance  of Capital  Accounts  are  intended to comply with
  Treasury Regulation Section 1.704-1(b), as amended or any successor thereto, and
  shall be  interpreted  and  applied in a manner  consistent  with such  Treasury
  Regulation.
  
           Section  1.10  "Capital  Contribution"  shall mean the total  amount of
  money, or the Gross Asset Value of property  contributed to the Partnership,  if
  
  
                                         3
  <PAGE>
  
  any, by all the Partners or any class of Partners or any one Partner as the case
  may be (or by a predecessor-in-interest of such Partner or Partners), reduced by
  any of such capital which shall have been returned  pursuant to Section 7.3, 7.4
  or 7.5 of this  Agreement.  A loan to the  Partnership by a Partner shall not be
  considered a Capital Contribution.
  
       Section 1.11 "Cash Flow From  Operations"  shall mean gross  receipts  (not
  including any subsidy for rental income from the General Partner or an Affiliate
  thereof,  prepayments of rent,  security  deposits and interest  thereon (unless
  non-refundable  or  forfeited),  Capital  Contributions,   Sale  or  Refinancing
  Proceeds or proceeds of Partnership  borrowings)  from  Partnership  operations,
  determined on a cash basis,  less debt  payments,  capital  expenditures  to the
  extent not paid from  borrowings  or  reserves,  amounts  set aside as  reserves
  pursuant  to Article  VIII and  operating  expenses  associated  with rental and
  maintenance  of the  Project;  but  excluding  deductions  for cost  recovery of
  buildings, improvements and personal property, and amortization of any financing
  fees.
  
       Section  1.12  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
  amended from time to time, or any successor statute.
  
       Section 1.13  "Completion  of  Construction"  shall mean the  completion of
  construction  of the  Project  substantially  in  accordance  with  the  Project
  Documents in order to obtain the  required  certificates  of  occupancy  (or the
  local  equivalent)  for all one  hundred  forty-two  (142)  apartment  units  as
  evidenced by the issuance of the  certificate  of occupancy by the  governmental
  agency having jurisdiction over the Project or by the issuance of the inspecting
  architect's  certification,  in a form  substantially  similar to that  attached
  hereto as Exhibit "E". The  construction  shall be completed in good workmanlike
  manner,  free and clear of all mechanic's,  materialmen's  or similar liens, and
  all other  expenses and costs,  including but not limited to costs of financing,
  must be paid with respect to the Project through completion.
  
       Section 1.14 "Compliance Period" shall mean the period set forth in Section
  42 (i)(1) of the Code, as amended, or any successor statute.
  
       Section 1.15 "Consent of the Limited  Partner" shall mean the prior written
  consent or approval of the Limited Partner.
  
       Section 1.16 "Construction  Contract" shall mean the construction  contract
  in the amount of  $4,891,549,  entered  into  between  the  Partnership  and the
  Contractor pursuant to which the Project is being constructed.
  
       Section 1.17 "Construction  Loan" shall mean the loan obtained from Bank of
  America,  Federal  Savings  Bank in the  principal  amount of  $3,627,130  at an
  
  
                                         4
  <PAGE>
  
  interest rate equal to Bank of America National Trust and Savings  Association's
  Reference  Rate plus 1  percentage  point per year for a term of 16 months after
  recordation  of the Deed of Trust  securing the loan, but no later than June 30,
  1998,  to provide funds for the  construction  and  development  of the Project.
  Where the context admits, the term  "Construction  Loan" shall include any deed,
  deed  of  trust,  note,  security  agreement,   assumption  agreement  or  other
  instrument executed in connection with the Construction Loan which is binding on
  the Partnership.
  
       Section 1.18 "Contractor" shall mean Banes General Contractors, Inc., which
  is the general construction contractor for the Project.
  
       Section 1.19 "Debt Service  Coverage"  shall mean the ratio between the net
  operating income and the debt service required to be paid on the Mortgage(s); as
  example, a 1.15 Debt Service Coverage means that for every $1.00 of debt service
  required to be paid there must be $1.15 of net operating income  available.  For
  purposes of this definition net operating income is the actual receipt on a cash
  basis  by the  Partnership  of  revenues  from  operations  of the  Partnership,
  including,  without limitation,  rental income (but not any subsidy thereof from
  the  General  Partner  or an  Affiliate  thereof),  but  excluding  prepayments,
  security  deposits and interest  thereon (unless  non-refundable  or forfeited),
  less all cash operating obligations of the Partnership (other than those covered
  by  insurance)  in  accordance  with  the  applicable   budget  adopted  by  the
  Partnership in accordance with Section 14.3(j) of this Agreement (the "Budget"),
  including, without limitation, the payment of Management Agent fees (which shall
  be  deemed to  include  that  portion  of such fees  which is  deferred  and not
  currently  paid) and the funding of reserves in accordance  with Article VIII of
  this Agreement, and a reserve for all taxes or payments in lieu of taxes and any
  other  expenses  which may  reasonably  be expected  to be paid in a  subsequent
  period but which on an accrual  basis are  allocable  to the period in question,
  such as insurance premiums, audit, tax or accounting expenses.  Without limiting
  the generality of the foregoing,  the Partnership's  gross revenues for purposes
  of this  Section  shall  not  include  Capital  Contributions,  borrowings,  any
  lump-sum  payment  or any  other  extraordinary  receipt  of funds  thereby,  or
  interest  or any other  income  earned on  investment  of its funds,  and unless
  otherwise  provided  in  a  Budget,  the  cash  operating   obligations  of  the
  Partnership  shall be deemed to include  real estate taxes for the period at the
  fully assessed rate. A worksheet for the calculation of Debt Service Coverage is
  found in the  Report  of  Operations  exhibit  attached  to this  Agreement  and
  incorporated herein by this reference.
  
       Section 1.20 "Deferred  Management Fee" shall have the meaning set forth in
  Section 9.2(c) hereof.
  
       Section 1.21 "Developer" shall mean Trianon Development Corporation.
  
                                         5
  <PAGE>
  
       Section 1.22  "Development Fee" shall mean the fee payable to the Developer
  pursuant  to Section  9.2(a) of this  Agreement  for  services  incident  to the
  development  and  construction of the Project in accordance with the Development
  Fee Agreement  between the  Partnership  and the  Developer  dated the even date
  herewith and incorporated herein by this reference.
  
       Section 1.23  "Distributions"  shall mean the total amount of money, or the
  Gross Asset Value of property  (net of  liabilities  securing  such  distributed
  property  that such  Partner is  considered  to assume or take  subject to under
  Section  752 of the  Code),  distributed  to  Partners  with  respect  to  their
  Interests in the Partnership,  but shall not include any payments to the General
  Partner or its  Affiliates  for fees or other  compensation  as provided in this
  Agreement or any guaranteed  payment within the meaning of Section 707(c) of the
  Code, as amended, or any successor thereto.
  
       Section 1.24 "Fair Market Value" shall mean,  with respect to any property,
  real or  personal,  the price a ready,  willing  and able  buyer  would pay to a
  ready,  willing and able  seller of the  property,  provided  that such value is
  reasonably  agreed to between the parties in arm's-length  negotiations  and the
  parties have sufficiently adverse interests.
  
       Section  1.25 "First Year  Certificate"  shall mean the  certificate  to be
  filed by the General  Partner with the  Secretary of the Treasury as required by
  Code Section 42(1)(1), as amended, or any successor thereto.
  
       Section 1.26 "Force Majeure" shall mean any act of God, strike, lockout, or
  other industrial  disturbance,  act of the public enemy, war,  blockage,  public
  riot, fire, flood, explosion, governmental action, governmental delay, restraint
  or  inaction  and any  other  cause or  event,  whether  of the kind  enumerated
  specifically herein, or otherwise, which is not reasonably within the control of
  a Partner to this Agreement claiming such suspension.
  
       Section 1.27 "General  Partner" shall mean  TRIANON-MESA  VERDE, LLC, a New
  Mexico  limited  liability  company  and shall  mean such  other  Persons as are
  admitted  to the  Partnership  as  additional  or  substitute  General  Partners
  pursuant to this Agreement.
  
       Section 1.28 "Gross Asset Value" shall mean with respect to any asset,  the
  asset's adjusted basis for federal income tax purposes, except as follows:
  
           (a) The initial Gross Asset Value of any asset contributed by a Partner
  to the  Partnership  shall be the Fair Market Value of such asset, as determined
  by the  contributing  Partner and the General  Partner,  provided  that,  if the
  contributing  Partner is a General Partner, the determination of the Fair Market
  Value of a contributed asset shall be determined by appraisal;
  
                                         6
  <PAGE>
  
       (b) The Gross Asset Values of all  Partnership  assets shall be adjusted to
  equal their respective Fair Market Values, as determined by the General Partner,
  as of the following times: (1) the acquisition of an additional  Interest in the
  Partnership  by any new or  existing  Partner  in  exchange  for more  than a de
  minimis  Capital  Contribution;  (2) the  distribution  by the  Partnership to a
  Partner  of  more  than  a  de  minimis  amount  of   Partnership   property  as
  consideration for an Interest in the Partnership; and (3) the liquidation of the
  Partnership    within   the    meaning   of   Treasury    Regulations    Section
  1.704-1(b)(2)(ii)(g);  provided,  however,  that  the  adjustments  pursuant  to
  clauses  (1) and (2) above  shall be made only with the  Consent of the  Limited
  Partner  and  only  if the  General  Partner  reasonably  determines  that  such
  adjustments  are  necessary  or  appropriate  to reflect the  relative  economic
  interests of the Partners in the Partnership;
  
       (c) The Gross  Asset  Value of any  Partnership  asset  distributed  to any
  Partner  shall be adjusted  to equal the Fair Market  Value of such asset on the
  date of distribution  as determined by the distributee and the General  Partner,
  provided that, if the distributee is a General Partner, the determination of the
  Fair Market Value of the distributed asset shall be determined by appraisal; and
  
       (d) The Gross Asset Values of  Partnership  assets  shall be increased  (or
  decreased)  to reflect  any  adjustments  to the  adjusted  basis of such assets
  pursuant to Code Section 734(b) or Code Section  743(b),  but only to the extent
  that such  adjustments  are taken into account in determining  Capital  Accounts
  pursuant  to  Treasury  Regulations  Section  1.704-1(b)(2)(iv)(m)  and  Section
  10.3(g) hereof;  provided however, that Gross Asset Values shall not be adjusted
  pursuant to this Section  1.28(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.28(b)  hereof  is  necessary  or
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.28(d).
  
       If the  Gross  Asset  Value of an asset  has been  determined  or  adjusted
  pursuant to Section 1.28(a),  Section 1.28(b),  or Section 1.28(d) hereof,  such
  Gross Asset Value shall  thereafter be adjusted by the  depreciation  taken into
  account with respect to such asset for purposes of computing Income and Losses.
  
       Section 1.29  "Hazardous  Substance"  shall mean and include any substance,
  material  or  waste,  including  asbestos,   petroleum  and  petroleum  products
  (including crude oil), that is or becomes designated, classified or regulated as
  "toxic"  or  "hazardous"  or a  "pollutant"  or  that  is or  becomes  similarly
  designated,  classified  or  regulated,  under any federal,  state or local law,
  regulation  or  ordinance  including,   without  limitation,   Compensation  and
  Liability Act of 1980, as amended,  the Hazardous Materials  Transportation Act,
  as amended,  the Resource  Conservation  and Recovery  Act, as amended,  and the
  regulations adopted and publications promulgated pursuant thereto.
  
                                         7
  <PAGE>
  
       Section 1.30 "Improvements" shall mean the one hundred forty-two (142) unit
  apartment  complex which the  Partnership  intends to develop and construct in a
  good and  workmanlike  manner  substantially  in  accordance  with the plans and
  specifications and Project Documents.
  
       Section 1.31 "Incentive Management Fee" shall have the meaning set forth in
  Section 9.2(e) hereof.
  
       Section 1.32 "Income and Losses" shall mean,  for each fiscal year or other
  period,  an amount equal to the  Partnership's  taxable  income or loss for such
  year or period,  determined  in  accordance  with Code Section  703(a) (for this
  purpose,  all items of income,  gain,  loss or  deduction  required to be stated
  separately  pursuant  to Code  Section  703(a)(1)  shall be  included in taxable
  income or loss), with the following adjustments:
  
       (a) Any income of the  Partnership  that is exempt from federal  income tax
  and not otherwise  taken into account in computing  Income or Losses pursuant to
  this Section 1.32 shall be added to such taxable income or loss;
  
       (b)  Any  expenditures  of  the  Partnership   described  in  Code  Section
  705(a)(2)(B) or treated as Code Section  705(a)(2)(B)  expenditures  pursuant to
  Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
  computing  Income and Losses  pursuant to this Section 1.32 shall be  subtracted
  from such taxable income or loss;
  
       (c) In the event the Gross Asset Value of any Partnership asset is adjusted
  pursuant to Section 1.28(a) or (b) hereof,  the amount of such adjustment  shall
  be taken  into  account as gain or loss from the  disposition  of such asset for
  purposes of computing Income and Losses;
  
       (d) Gain or loss resulting from any disposition of Partnership  assets with
  respect to which gain or loss is recognized for federal income purposes shall be
  computed by  reference  to the Gross Asset Value of the  property  disposed  of,
  notwithstanding  that the adjusted tax basis of such  property  differs from its
  Gross Asset Value;
  
       (e) In lieu of the  depreciation,  amortization,  and other  cost  recovery
  deductions  taken into account in computing such taxable  income or loss,  there
  shall be taken into account  depreciation  for such fiscal year or other period,
  computed as provided below; and
  
       (f) Notwithstanding any other provision of this definition, any items which
  are  specially  allocated  pursuant  to Sections  10.3 or 10.4 hereof  shall not
  otherwise be taken into account in computing Income or Losses.
  
                                         8
  <PAGE>
  
       Depreciation  for each fiscal year or other period shall be  calculated  as
  follows:  an  amount  equal to the  depreciation,  amortization,  or other  cost
  recovery  deduction  allowable  with  respect to an asset for such year or other
  period for federal income tax purposes,  except that if the Gross Asset Value of
  an asset differs from its adjusted  basis for federal income tax purposes at the
  beginning of such year or other  period,  depreciation  shall be an amount which
  bears the same ratio to such  beginning  Gross Asset Value as the federal income
  tax depreciation,  amortization,  or other cost recovery deduction for such year
  or other period bears to such beginning adjusted tax basis;  provided,  however,
  if the federal  income tax  depreciation,  amortization,  or other cost recovery
  deduction for such year is zero, depreciation shall be determined with reference
  to such beginning Gross Asset Value using any reasonable  method selected by the
  General Partner.
  
       Section 1.33 "Insurance"  shall mean casualty  coverage,  including but not
  limited  to, fire or other  casualty  loss to any  structure  or building on the
  Project in an amount equal to the full replacement value of the damaged property
  without  deduction  for  depreciation;   shall  include   comprehensive  general
  liability coverage against liability claims for bodily injury or property damage
  arising out of Project  operations in an amount equal to  $5,000,000;  and shall
  include an umbrella  liability  coverage  in an amount  equal to  $1,000,000  to
  protect  against  claims in excess of the limits of the other  primary  policies
  required herein.  All Insurance policies shall provide that they are not subject
  to cancellation  without 30 days prior written notice to the Limited Partner and
  shall not contain any co-insurance provisions.
  
       Section 1.34 "Insurance  Company" shall mean any insurance  company engaged
  by the  General  Partner  for the  Partnership  with the  Consent of the Limited
  Partner which  Insurance  Company shall have an A rating or better for financial
  safety by A.M. Best or Standard & Poor's.
  
       Section  1.35  "Interest"  shall mean the entire  ownership  interest  of a
  Partner in the Partnership at any particular  time,  including the right of such
  Partner to any and all benefits to which a Partner may be entitled hereunder and
  the obligation of such Partner to comply with the terms of this Agreement.
  
       Section 1.36  "Involuntary  Withdrawal"  means any Withdrawal caused by the
  death,  adjudication  of insanity or  incompetence,  or  Bankruptcy of a General
  Partner, or the removal of a General Partner pursuant to Section 13.2 hereof.
  
       Section  1.37  "LIHTC"  shall  mean  the  low-income   housing  tax  credit
  established  by TRA 1986 and which is provided for in Section 42 of the Code, as
  amended, or any successor thereto.
  
                                         9
  <PAGE>
  
       Section 1.38  "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND V,
  L.P., SERIES 4, a California limited partnership,  and such other Persons as are
  admitted  to the  Partnership  as  additional  or  Substitute  Limited  Partners
  pursuant to this Agreement.
  
       Section 1.39 "Management Agent" shall mean the property  management company
  which  oversees the property  management  functions for the Project and which is
  on-site  at  the  Project.   The  initial  Management  Agent  shall  be  Trianon
  Development  Corporation,  a California corporation,  formerly known as Mariners
  Enterprise, Inc.
  
       Section 1.40 "Management  Agreement"  shall mean the agreement  between the
  Partnership and the Management Agent for property management services.
  
       Section 1.41 "Minimum  Set-Aside  Test" shall mean the 40-60 set-aside test
  pursuant to Section  42(g),  as amended and any successor  thereto,  of the Code
  with respect to the percentage of apartment  units in the Project to be occupied
  by tenants  whose  incomes are equal to or less than the required  percentage of
  the area median gross income.  Notwithstanding,  the General  Partner has agreed
  that 40% of the apartment units will be rented to tenants with incomes of 50% or
  less of the area median income, adjusted for family size.
  
       Section  1.42  "Mortgage"  or  "Mortgage  Loan"  shall  mean any  source of
  permanent financing of the Project by a qualified  commercial lender (as defined
  in Section 42 of the Code)  evidencing the  indebtedness  of the Partnership and
  encumbering  the  Project.  Where the context  admits,  the term  "Mortgage"  or
  "Mortgage  Loan"  shall  include  any  mortgage,  deed,  deed  of  trust,  note,
  regulatory  agreement,   security  agreement,   assumption  agreement  or  other
  instrument executed in connection with the Mortgage Note which is binding on the
  Partnership;  and in case  any  Mortgage  is  replaced  or  supplemented  by any
  subsequent  mortgage  or  mortgages,  the  Mortgage  shall  refer  to  any  such
  subsequent mortgage or mortgages.
  
       Section 1.43 "Mortgage  Note" shall mean the  nonrecourse  promissory  note
  whereby the Partnership  promises to pay Bank of America,  Federal Savings Bank,
  or its successor or assignee, the principal sum of $2,280,000,  plus interest on
  the  principal  based on a 15 Treasury Bond yield plus 225 base points per annum
  over a term of 15 years and amortized over 30 years.
  
       Section 1.44  "Nonrecourse  Deductions"  shall have the meaning given it in
  Treasury Regulations Section 1.704-2(b)(1).
  
       Section 1.45  "Nonrecourse  Liability"  shall have the meaning  given it in
  Treasury Regulations Section 1.704-2(b)(3).
  
       Section 1.46  "Operating  Deficit" shall mean for any fiscal year the total
  amount by which the sum of the Partnership's  operating expenses (defined solely
  as the expenses incurred in connection with the operation and maintenance of the
  
                                         10
  <PAGE>
  
  Project),  debt  service on the  Mortgage  Loan and other  Partnership  debt and
  required  additions to Partnership  reserves in accordance  with Article VIII of
  this Agreement,  exceeds the cash revenues  received in respect of the operation
  of the Project for such fiscal year (not including any subsidy for rental income
  from the General Partner or an Affiliate thereof,  prepayments of rent, security
  deposits  and  interest  thereon,  Capital  Contributions,  Sale or  Refinancing
  Proceeds or proceeds of Partnership borrowings).
  
       Section 1.47  "Operating  Deficit  Guarantee  Period" shall mean the period
  commencing  with  the  date of  this  Agreement  and  ending  5 years  following
  Completion of Construction.
  
       Section 1.48 "Operating Loans" shall mean loans made by the General Partner
  to the Partnership pursuant to Article VI of this Agreement,  which loans do not
  bear  interest  and  are  repayable  only  as  provided  in  Article  XI of this
  Agreement.
  
       Section 1.49  "Original  Limited  Partner"  shall mean TRIANON  DEVELOPMENT
  CORPORATION, a California corporation.
  
       Section  1.50  "Partner(s)"  shall  collectively  mean the General  Partner
  and/or the Limited Partner.
  
       Section 1.51 "Partner Nonrecourse Debt" shall have the meaning set forth in
  Section 1.704-2(b)(4) of the Treasury Regulations.
  
       Section 1.52 "Partner  Nonrecourse Debt Minimum Gain" shall mean an amount,
  with respect to each Partner  Nonrecourse Debt, equal to the Partnership Minimum
  Gain that  would  result if such  Partner  Nonrecourse  Debt were  treated  as a
  Nonrecourse  Liability,  determined in accordance with Section  1.704-2(i)(3) of
  the Treasury Regulations.
  
       Section 1.53 "Partner  Nonrecourse  Deductions"  shall have the meaning set
  forth in Sections 1.704-2 (i)(1) and 1.704-2(i)(2) of the Treasury Regulations.
  
       Section 1.54  "Partnership"  shall mean the limited  partnership  continued
  under this Agreement.
  
       Section 1.55 "Partnership Minimum Gain" shall mean the amount determined in
  accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and
  1.704-2(d).
  
       Section 1.56 "Permanent Mortgage Commencement" shall mean the first date on
  which all of the following have occurred:  (a) the Construction  Loan shall have
  been repaid in full; and (b) the closing of the Mortgage shall have occurred and
  amortization of the Mortgage shall have commenced.
  
                                         11
  <PAGE>
  
       Section 1.57  "Person"  shall mean an  individual,  proprietorship,  trust,
  estate, partnership,  joint venture, association,  company, corporation or other
  entity.
  
       Section 1.58 "Project" shall collectively mean the approximately 8 acres of
  land in Roswell,  Chaves County,  New Mexico, as more fully described in Exhibit
  "A"  attached  hereto  and  incorporated  herein  by  this  reference,  and  the
  Improvements.
  
       Section  1.59  "Project  Documents"  shall mean and include  all  documents
  delivered to or required by the  Construction  Loan and Mortgage Loan and/or any
  governmental  agency having jurisdiction over the Project in connection with the
  development,  construction  and  financing  of the  Project,  including  but not
  limited  to, the  approved  plans and  specifications  for the  development  and
  construction of the Project.
  
       Section 1.60 "Projected  Annual Tax Credits" shall mean LIHTC in the amount
  of $640,746  per year for each of the years 1998  through 2007 which the General
  Partner has projected to be the total amount of LIHTC which will be allocated to
  the Limited Partner by the Partnership, constituting 99% of the aggregate amount
  of LIHTC of $6,472,180 to be available to the  Partnership;  provided,  however,
  that if the Actual Tax Credit for 1998 is less than $640,746,  the Projected Tax
  Credit for the year 2008 shall be  increased by an amount equal to the amount by
  which the Actual Tax Credit for 1997 is less than $640,746.
  
       Section  1.61  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $6,472,180.
                         
  
       Section 1.62 "Qualified Tenants" shall mean any tenants who have incomes of
  60% or less of the area median gross income,  as adjusted for family size, so as
  to make the Project eligible for LIHTC.
  
       Section  1.63  "Reference  Rate"  shall mean the per annum rate of interest
  publicly announced from time to time by Bank of America National Trust & Savings
  Association at San Francisco, California as its reference rate.
  
       Section  1.64  "Rent  Restriction  Test"  shall mean the test  pursuant  to
  Section  42 of the Code  whereby  the  gross  rent  charged  to  tenants  of the
  low-income  apartment units in the Project must not exceed 30% of the applicable
  income standards.
  
       Section  1.65  "Reporting  Fee" shall have the meaning set forth in Section
  9.2(d) hereof.
                    
       Section 1.66  "Revised  Projected  Tax Credits"  shall have the meaning set
  forth in Section 7.4(a) hereof.
                    
       Section 1.67 "Sale or Refinancing" shall mean any of the following items or
  transactions:  a  sale,  transfer,  exchange  or  other  disposition  of  all or
  
                                         12
  <PAGE>
  
  substantially  all of  the  assets  of the  Partnership,  a  condemnation  of or
  recovery of insurance  proceeds by the  Partnership  on account of a casualty at
  the Project or any part thereof, a claim against a title insurance company,  the
  refinancing or any Mortgage Note or other  indebtedness  of the  Partnership and
  any similar item or transaction;  provided, however, that the payment of Capital
  Contributions  by the Partners  shall not be included  within the meaning of the
  term "Sale or Refinancing."
  
       Section 1.68 "Sale or Refinancing Proceeds" shall mean all cash receipts of
  the  Partnership  arising from a Sale or  Refinancing  (including  principal and
  interest received on a debt obligation  received as consideration in whole or in
  part, on a Sale or Refinancing) less the amount paid or to be paid in connection
  with or as an expense  of such Sale or  Refinancing,  and with  regard to damage
  recoveries or insurance or condemnation  proceeds, the amount paid or to be paid
  for  repairs,  replacements  or  renewals  resulting  from  damage to or partial
  condemnation of the Project.
  
       Section 1.69 "State" shall mean the State of New Mexico.
  
       Section 1.70 "State Tax Credit  Agency"  shall mean the state agency of New
  Mexico which has the  responsibility  and  authorization to administer the LIHTC
  program in New Mexico.
  
       Section  1.71  "Substitute  Limited  Partner"  shall mean any Person who is
  admitted to the  Partnership  as a Limited  Partner  pursuant to Section 12.5 or
  acquires  the  Interest of the Limited  Partner  pursuant to Section 7.3 of this
  Agreement.
  
       Section 1.72 "Tax Credit" shall mean any credit permitted under the Code or
  the law of any state  against the federal or a state income tax liability of any
  Partner as a result of activities or expenditures of the Partnership  including,
  without limitation, LIHTC.
  
       Section 1.73 "Tax Credit  Conditions"  shall mean,  for the duration of the
  Compliance  Period,  any and all  restrictions  including,  but not  limited to,
  applicable federal,  state and local laws, rules and regulations,  which must be
  complied  with in  order  to  qualify  for the  LIHTC  or to  avoid  an event of
  recapture in respect of the LIHTC.
  
       Section 1.74 "TRA 1986" shall mean the Tax Reform Act of 1986.
  
       Section 1.75 "Treasury  Regulations"  shall mean the Income Tax Regulations
  promulgated under the Code, as such regulations may be amended from time to time
  (including corresponding provisions of succeeding regulations).
  
       Section  1.76  "Withdrawing"  or  "Withdrawal"  (including  the  verb  form
  "Withdraw" and the adjectival forms  "Withdrawing" and "Withdrawn")  shall mean,
  as to a General Partner,  the occurrence of the death,  adjudication of insanity
  
                                         13
  <PAGE>
  
  or incompetence,  or Bankruptcy of such Partner,  or the withdrawal,  removal or
  retirement  from the  Partnership of such Partner for any reason,  including any
  sale,  pledge,  encumbering,  assignment or other transfer of all or any part of
  its General Partner  Interest and those situations when a General Partner may no
  longer  continue  as a General  Partner by reason of any law or  pursuant to any
  terms of this Agreement.
  
  
                                     ARTICLE II
  
                                        NAME
  
       The  name of the  Partnership  shall  be "MESA  VERDE  APARTMENTS,  LIMITED
  PARTNERSHIP."
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
       Section 3.1 Principal  Executive Office. The principal  executive office of
  the Partnership is located at 4695 MacArthur  Court,  Suite 830,  Newport Beach,
  California  92660,  or at such  other  place or places  within  the State as the
  General Partner may hereafter designate.
  
       Section  3.2 Agent for  Service  of  Process.  The  office and the name and
  address of the agent for service of process  required by Section 54-2-5 N.M.S.A.
  1978 are Capitol Document Services, Inc., 601 Tijeras Avenue, N.W., Albuquerque,
  New Mexico 87102.
  
  
                                     ARTICLE IV
  
                                       PURPOSE
  
       The purpose of the  Partnership is to acquire,  construct,  own and operate
  the  Project  in order to  provide,  in part,  Tax  Credits to the  Partners  in
  accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
  applicable to LIHTC and to sell the Project. The Partnership shall not engage in
  any  business  or  activity  which is not  incident  to the  attainment  of such
  purpose.
  
                                      ARTICLE V
  
                                        TERM
  
       The  Partnership  term  commenced  upon the  filing of the  Certificate  of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until  December 31, 2050
  unless terminated earlier in accordance with the provisions of this Agreement or
  as otherwise provided by law.
  
                                         14
  <PAGE>
  
                                     ARTICLE VI
  
                      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS
  
       Section 6.1 Capital  Contribution of General  Partner.  The General Partner
  shall make a Capital  Contribution in the amount required in accordance with the
  Construction Loan and Mortgage Loan.
  
       Section 6.2 Construction and Operating Obligations; General Partner Loans.
  
       (a) The General Partner shall cause  Completion of  Construction  and shall
  equip  the  Project  or cause the same to be  equipped  with all  necessary  and
  appropriate  fixtures,  equipment and articles of personal  property,  including
  refrigerators and ranges.  If costs and expenses  necessary to effect Completion
  of Construction exceed the sum of the Capital  Contributions and the proceeds of
  the Mortgage  Note, the General  Partner shall be  responsible  for and shall be
  obligated to pay such deficiencies.  Any such advances shall not be reimbursable
  or otherwise  change the Interest of any Partner in the Partnership but shall be
  considered  a cost  overrun  and  not be  repayable.  In  addition,  if (1)  the
  Improvements  are not completed on or before December 31, 1997 (the  "Completion
  Date")  (which date may be extended  in the events of Force  Majeure,  but in no
  event  longer  than  three  months  from  the  Completion  Date);  (2)  prior to
  completing the Improvements, there is an uncured default under or termination of
  the Construction Loan or Mortgage Loan commitment;  or (3) a foreclosure  action
  is commenced against the Partnership,  then at the Limited  Partner's  election,
  either the General  Partner will be removed from the Partnership and the Limited
  Partner, or an assignee,  will be admitted as successor General Partner,  all in
  accordance with Article XIII hereof,  or the General Partner will repurchase the
  Interest of the Limited  Partner for an amount equal to the amounts  theretofore
  paid by the  Limited  Partner,  and the  Limited  Partner  shall have no further
  Interest in the  Partnership.  If the Limited Partner elects to have the General
  Partner repurchase the Interest of the Limited Partner then the repurchase shall
  occur within 90 days after the General Partner  receives written demand from the
  Limited Partner. In reference to clauses (2) and (3) of this Section 6.2(a), the
  General  Partner shall have 60 days to cure following the receipt of notice from
  the Lender for the  Construction  Loan or  Mortgage  or notice  from the Limited
  Partner.  During said period the General Partner may cure the condition(s) which
  caused the notice to be sent.  During such period the Limited  Partner will take
  no further  action to remove the General  Partner or cause a  repurchase  of the
  Limited Partner's Interest.
  
       (b) During the Operating Deficit Guarantee Period, the General Partner,  as
  required from time to time, shall provide  Operating Loans in amounts  necessary
  to cover any Operating Deficits. Each Operating Loan shall be nonrecourse to the
  Partners  and  shall be  repayable  out of 50% of the  available  Cash Flow From
  
                                         15
  <PAGE>
  
  Operations or from Sale or Refinancing Proceeds in accordance with Article XI of
  this  Agreement.  In the  event  the  General  Partner  shall  fail to make  any
  Operating Loans required by this Section 6.2(b),  the Partnership shall withhold
  those funds otherwise payable to the General Partner or its Affiliates  pursuant
  to Section 9.2 ("General  Partner Funds") and utilize the withheld funds to meet
  the obligations of the General Partner pursuant to this Section 6.2(b); any such
  use of General  Partner  Funds will be deemed an  Operating  Loan of the General
  Partner  repayable  to the  General  Partner as  aforesaid.  Such use of General
  Partner Funds shall also constitute  payment and satisfaction of amounts payable
  to the General  Partner or Affiliates  thereof  pursuant to Section 9.2, and the
  obligation of the  Partnership  to make such payments to the General  Partner or
  its Affiliates pursuant to Section 9.2 shall therefore be deemed satisfied.
  
       Section 6.3 Other General Partner Loans.  After expiration of the Operating
  Deficit Guarantee Period,  with the Consent of the Limited Partner,  the General
  Partner may loan to the Partnership any sums required by the Partnership and not
  otherwise reasonably available to it.  Notwithstanding,  the General Partner may
  loan up to $2,500 per calendar  year to the  Partnership  without the Consent of
  the Limited  Partner.  Any such loan shall bear simple interest (not compounded)
  at the rate of 2% per annum above the then  prevailing  prime or reference  rate
  charged by Bank of America N.T. & S.A., Main Office, San Francisco,  California,
  or, if lesser,  the maximum legal rate. The maturity date and repayment schedule
  of any such loan shall be as agreed to by the  General  Partner  and the Limited
  Partner.  The terms of any such loan shall be evidenced by a written instrument.
  The General Partner shall not charge a prepayment  penalty on any such loan. Any
  loan in contravention of this Section shall be deemed an invalid action taken by
  the General  Partner and such advance will be  classified  as a General  Partner
  Capital Contribution.
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
  
  
       Section 7.1 Original Limited  Partner.  The Original Limited Partner made a
  Capital  Contribution of $100.  Effective as of the date of this Agreement,  the
  Original Limited Partner's  Interest has been liquidated and the Partnership has
  reacquired  the Original  Limited  Partner's  Interest in the  Partnership.  The
  Original  Limited Partner  acknowledges  that it has no further  interest in the
  Partnership  as a  limited  partner  as of the date of this  Agreement,  and has
  released  all  claims,  if  any,  against  the  Partnership  arising  out of its
  participation as a limited partner.
  
       Section 7.2 Capital  Contribution of Limited  Partner.  The Limited Partner
  shall  make a  Capital  Contribution  in the  amount  of  $3,940,587,  as may be
  adjusted in accordance with Section 7.4 of this Agreement,  in cash on the dates
  
                                         16
  <PAGE>
  
  and subject to the conditions hereinafter set forth:
  
       (a) The  obligation  of the Limited  Partner to pay the  aforesaid  Capital
  Contribution shall be subject to the satisfaction of the following conditions:
  
            (1) prior to the initial  payment of the  Capital  Contribution  only,
  the issuance  to the  Limited  Partner of an opinion of the Partnership's legal
  counsel, in a form substantially  similar to the form of opinion attached hereto
  as Exhibit "B" and incorporated herein by this reference;
  
            (2) prior to the initial  payment of the  Capital Contribution only, 
  the General  Partner shall deliver to the Limited Partner  a  fully  executed
  Certification  and  Agreement  in the form  attached  hereto as Exhibit  "C" and
  incorporated herein by this reference;
  
            (3) prior to the due date of each installment of such Capital 
  Contribution except the first  payment,  the  General  Partner  shall  deliver 
  to the Limited Partner a fully  executed  General  Partner  Certification in the
  form attached hereto as Exhibit "D" and incorporated  herein by this reference, 
  to the effect that all of the  representations  and  warranties  set forth in  
  Article  IX are accurate in all material respects;
  
            (4)  prior to the Capital Contribution payment referenced in  Section
  7.2(b)(3) the General Partner shall deliver to the Limited Partner a copy of the
  certificate of occupancy (or equivalent evidence of local occupancy approval) on
  all the  apartment  units in the Project and a copy of the  recorded  grant deed
  (warranty deed);
  
            (5)  prior to the Capital  ontribution payment referenced in  Section
  7.2(b)(4), the General Partner shall deliver to the Limited Partner a copy of an
  ALTA Owner's Title Insurance  Policy,  copies of all Mortgage Notes and Mortgage
  Loan documents  required by Bank of America,  Federal  Savings Bank to close the
  Mortgage and disburse the Mortgage proceeds to the Partnership;
  
            (6)  prior to the Capital Contribution payment referenced  in  Section
  7.2(b)(4) the General  Partner shall deliver to the Limited  Partner the current
  rent roll, copies of all initial tenant files including completed  applications,
  completed  questionnaires  or checklist of income and assets,  documentation  of
  third party verification of income and assets, income certification forms (LIHTC
  specific) and executed lease  agreements  collected by the Management  Agent, or
  the General Partner, verifying each tenant's eligibility as a Qualified Tenant;
  
            (7)  prior to each Capital Contribution payment referenced in  Section
  7.2(b)(1)  through and including  7.2(b)(3) the General Partner shall deliver to
  the  Limited  Partner  copies  of all  inspecting  architect's  application  and
  
                                         17
  <PAGE>
  
  certificate  of payment (AIA Document  G702,  or similar form  acceptable to the
  Limited  Partner),  all  Construction  Loan  draw  requests  and a  copy  of the
  construction schedule and any updates to the construction schedule;
  
            (8)  prior to the Capital Contribution payment referenced in  Section
  7.2(b)(5) the General Partner shall deliver to the Limited Partner a copy of the
  Declaration of Restrictive Covenants/Extended Use Agreement entered into between
  the Partnership and the State Tax Credit Agency,  an audited  construction  cost
  certification with an itemized cost breakdown,  Internal Revenue Code Form 8609,
  or any successor  form and any documents  previously not provided to the Limited
  Partner but required pursuant to this Section 7.2(a) and Sections  14.3(a),  (b)
  and (c).
  
       (b) Provided the conditions of Section 7.2(a) of this Partnership Agreement
  have  been  met,  the  Limited   Partner  shall  make  the   following   Capital
  Contributions:
  
            (1) $2,048,889 shall be payable upon admittance of the Limited Partner
  into the Partnership, provided the conditions of Section 7.2(a) have been met;
  
            (2)  $1,009,169 shall be payable upon 50% Completion of Construction  
  as evidenced by the inspecting architect's  certification and the construction 
  draw request, provided the conditions of Section 7.2(a) have been met;
  
            (3)  $576,784 shall be payable upon 95% Completion of Construction as
  evidenced by the inspecting architect's  certification and the construction draw
  request, provided the conditions of Section 7.2(a) have been met;
  
            (4) $135,282 shall be payable upon Completion of Construction as
  evidenced by the inspecting  architect's  certification in a form substantially 
  similar to the form attached here as Exhibit "E" and incorporated herein by 
  this reference, the issuance of a permanent  certificate of occupancy (or
  equivalent evidence of local  occupancy  approval)  for all  units  and receipt
  of a letter  from the Contractor  stating all amounts payable to the Contractor
  have been paid in full or bonded and that the Partnership is not in  violation  
  of the  construction contract, provided the conditions of Section 7.2(a) have 
  been met;
  
            (5) $135,282  shall be payable upon the date the Project maintains a 
  debt coverage ratio of 1.15 for a period of 120 days, the Limited  Partner's
  receipt of, and review of, tenant income verification data to determine that 
  100% of the units in the  Project  qualify  under  Section 42 of the Code,
  delivery  to the Limited Partner of the  Accountant's  final Tax Credit cost
  certification  in a form  substantially  similar  to the  form  attached  here  
  as  Exhibit  "F" and incorporated  herein by this  reference,  setting forth the
  
                                         18
  <PAGE>
  
  Project's eligible basis and the amount of the Tax Credits to which the 
  Partnership  is  entitled, and delivery to the Limited  Partner copies of a 
  fully executed set of permanent mortgage documents, provided the conditions of 
  Section 7.2(a) have been met; and
  
            (6) $35,181 shall be payable after all the above conditions have been 
  met and  delivery  to the Limited  Partner of IRS Form 8609 and the first year 
  tax return in which Tax Credits are taken, provided the conditions of Section 
  7.2(a) have been met.
  
       Section 7.3 Repurchase of Limited Partner's Interest.  Within 90 days after
  the General  Partner  receives  written  demand from the  Limited  Partner,  the
  Partnership shall repurchase the Limited  Partner's  Interest in the Partnership
  by refunding to it in cash the full amount of the Capital Contribution which the
  Limited  Partner has  theretofore  made in the event that,  for any reason,  the
  Partnership shall fail to:
  
       (a) receive an  allocation of LIHTC no later than the close of the calendar
  year during which the Project is placed in service;
  
       (b) cause the Project to be placed in service by December 31, 1997;
  
       (c) achieve 90%  occupancy of the Project by  Qualified  Tenants by June 1,
  1998;
  
       (d) obtain  Permanent  Mortgage  Commencement by May 15, 1998 or such later
  date extended by Bank of America;
  
       (e) meet both the Minimum  Set-Aside Test and the Rent Restriction Test not
  later than  December  31 of the first year the  Partnership  elects the LIHTC to
  commence in accordance with the Code; and
  
       Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
       (a) If the anticipated amount of Tax Credits to be allocated to the Limited
  Partner as evidenced by IRS Form 8609,  and Schedule A thereto,  and the audited
  construction  cost  certification  provided to the Limited  Partner is less than
  $3,577,850  (the "Revised  Projected Tax  Credits")  then the Limited  Partner's
  Capital Contribution  provided for in Section 7.2 shall be reduced by the amount
  which will make the total Capital Contribution to be paid by the Limited Partner
  to the  Partnership  equal to 61.5% of the  Revised  Projected  Tax  Credits  so
  anticipated to be allocated to the Limited Partner.
  
       (b) The General Partner is required to use its best efforts to rent 100% of
  the Project's  apartment  units to Qualified  Tenants  throughout the Compliance
  Period.  If at any time during the first five calendar years  following the year
  in which the Project is placed in service,  the Actual Tax Credit for any fiscal
  
                                         19
  <PAGE>
  
  year or portion thereof is or will be less than the Projected Annual Tax Credit,
  or the Revised  Projected  Tax Credit  calculated  on an annual basis  ("Revised
  Projected Annual Tax Credit"),  if applicable,  then, unless the shortfall shall
  have previously been addressed under Section 7.4(a), the amount of the reduction
  shall be applied to the next Capital  Contribution  owed by the Limited Partner,
  if any, and any portion of such reduction in excess of such Capital Contribution
  shall be applied  to reduce  succeeding  Capital  Contributions  of the  Limited
  Partner,  if  any.  If,  at the  time  of  determination  thereof,  the  Capital
  Contribution  reduction  referenced in Section 7.4(a) and/or this Section 7.4(b)
  is  greater  than the  balance of the  Limited  Partner's  Capital  Contribution
  payments which is then due, if any ("Reduction  Shortfall"),  then the amount of
  the  Reduction  Shortfall  shall be paid by the  General  Partner to the Limited
  Partner  within  ninety  days of the  General  Partner  receiving  notice of the
  Reduction Shortfall from the Limited Partner.
  
       (c) In the event  that,  for any  reason,  at any time after the first five
  calendar years following the year in which the Project is placed in service, the
  amount of the Actual Tax Credit is less than the Projected Annual Tax Credit, or
  the Revised  Projected  Annual Tax Credit,  if  applicable,  (the "Annual Credit
  Shortfall"), then, unless the Annual Credit Shortfall shall have previously been
  addressed under Section 7.4(a) or Section 7.4(b),  there shall be a reduction in
  the General  Partner's  share of Cash Flow From Operations in an amount equal to
  the Annual Credit Shortfall and said amount instead shall be paid to the Limited
  Partner.  In the event  there are not  sufficient  funds to pay the full  Annual
  Credit Shortfall to the Limited Partner at the time of the next  Distribution of
  Cash Flow From  Operations,  then the Limited Partner shall be treated as having
  made a constructive  advance to the Partnership in an amount equal to the Annual
  Credit Shortfall (a "Credit Shortfall Loan"), which shall be deemed to have been
  made on January 1 of the year in which the Annual Credit Shortfall arises.  Each
  Credit  Shortfall Loan shall bear simple interest (not compounded) from the date
  on which such loan is deemed to have been made under this Section  7.4(c) at the
  rate  equal  to the  10-year  Treasury  money  rate at the  time  of the  Credit
  Shortfall Loan, or, if lesser,  the maximum legal rate applicable to such loans.
  Credit  Shortfall  Loans or any portion thereof shall be repaid in the next year
  in which  sufficient  monies are available from the General  Partner's Cash Flow
  From Operations,  with interest payable prior to principal.  In the event a Sale
  or  Refinancing  of the Project  occurs prior to repayment in full of the Credit
  Shortfall Loan then the excess will be paid in accordance with Section 11.2(b).
  
       (d) In the event there is a reduction in the qualified basis of the Project
  for income tax  purposes  following  an audit by the  Internal  Revenue  Service
  (IRS), and any review and/or appeals rights afforded the Partnership,  resulting
  in a recapture of Tax Credits  previously claimed and such recapture was not due
  to an action of the Limited Partner,  whether  directly or indirectly,  then, in
  addition to any other  payments to which the Limited  Partner is entitled  under
  
                                         20
  <PAGE>
  
  the terms of this  Section  7.4 the  General  Partner  shall pay to the  Limited
  Partner the sum of (1) the deficiency  assessed against the Limited Partner as a
  result of the Tax Credit  recapture,  (2) any interest and penalties  imposed on
  the  Limited  Partner  with  respect  to  such  deficiency,  and  (3) an  amount
  sufficient to pay any tax liability owed by the Limited  Partner  resulting from
  the receipt of the amounts  specified  in (1) and (2).  Notwithstanding,  if the
  reduction in basis is due to an IRS determination that the allocation provisions
  in Article X of this  Agreement  do not permit the  allocation  as  contemplated
  herein then the provisions of this Section 7.4(d) shall not apply.
  
       Section  7.5  Return  of  Capital  Contribution.  From  time  to  time  the
  Partnership  may have cash in excess of the amount  required  for the conduct of
  the affairs of the Partnership, and the General Partner may, with the Consent of
  the Limited  Partner,  determine that such cash should,  in whole or in part, be
  returned to the Limited  Partner in  reduction of its Capital  Contribution.  No
  such return shall be made unless all  recourse  liabilities  of the  Partnership
  (except  those to  Partners on account of amounts  credited to them  pursuant to
  this  Agreement)  have  been  paid or there  remain  assets  of the  Partnership
  sufficient,  in  the  sole  discretion  of the  General  Partner,  to  pay  such
  liabilities.
  
       Section 7.6 Liability of Limited Partner.  The Limited Partner shall not be
  liable for any of the debts, liabilities,  contracts or other obligations of the
  Partnership unless otherwise  specified in the Act. The Limited Partner shall be
  liable  only to make  Capital  Contributions  in the  amounts  and on the  dates
  specified  in  this  Agreement  and,  except  as  otherwise  expressly  required
  hereunder,  shall not be required to lend any funds to the Partnership or, after
  their  respective  Capital  Contributions  have been paid,  to make any  further
  Capital Contribution to the Partnership.
  
                                    ARTICLE VIII
  
                            WORKING CAPITAL AND RESERVES
  
       Section 8.1  Operating  and  Maintenance  Reserve and  Replacement  Reserve
  Account.  The Partnership  shall establish an operating and maintenance  reserve
  account and a replacement  reserve account and shall deposit thereinto an annual
  amount  equal to 1% of the total  indebtedness  to be  funded in twelve  monthly
  installments  per  residential  unit per year  commencing with the Completion of
  Construction for the purpose of repairs,  maintenance and capital repairs.  Said
  deposit shall be made monthly in equal  installments.  Any balance  remaining in
  these  accounts at the time of a sale of the Project  shall be first used to pay
  any unpaid  Development Fee in accordance with the Development Fee Agreement and
  the balance  shall be  allocated  and  distributed  equally  between the General
  Partner and the Limited Partner.
  
       Section 8.2 Other  Reserves.  The General  Partner  shall  establish out of
  funds  available to the  Partnership  a reserve  account  sufficient in its sole
  
                                         21
  <PAGE>
  
  discretion to pay any unforeseen  contingencies  which might arise in connection
  with the furtherance of the Partnership business including,  but not limited to,
  (a) any rent subsidy required to maintain rent levels in compliance with the Tax
  Credit  Conditions;  and (b) any real estate taxes,  insurance,  debt service or
  other payments for which other funds are not provided for hereunder or otherwise
  expected to be available to the  Partnership.  The General  Partner shall not be
  liable  for any  good-faith  estimate  which it shall  make in  connection  with
  establishing  or maintaining  any such reserves nor shall the General Partner be
  required to establish or maintain any such reserves if, in its sole  discretion,
  such reserves do not appear to be necessary.
  
                                     ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
       Section 9.1 Power and Authority of General Partner.  Subject to the receipt
  of Consent of the Limited Partner where required by this Agreement,  and subject
  to the other  limitations  and  restrictions  included  in this  Agreement,  the
  General Partner shall have complete and exclusive control over the management of
  the  Partnership  business  and  affairs,  and shall have the  right,  power and
  authority, on behalf of the Partnership, and in its name, to exercise all of the
  rights,  powers and  authority  of a partner of a  partnership  without  limited
  partners.  No Limited Partner (except one who may also be a General Partner, and
  then only in its capacity as General  Partner  within the scope of its authority
  hereunder)  shall  have  any  right  to be  active  in  the  management  of  the
  Partnership's business or investments or to exercise any control thereover,  nor
  have the right to bind the  Partnership in any contract,  agreement,  promise or
  undertaking,  or to act in any way  whatsoever  with  respect to the  control or
  conduct of the business of the  Partnership,  except as  otherwise  specifically
  provided in this Agreement.
  
       Section 9.2 Payments to the General Partners and Others.
  
       (a) The  Partnership  shall pay to the Developer a  Development  Fee in the
  amount of  $735,611.  The  Development  Fee shall  first be paid from  available
  proceeds in accordance  with Section  9.2(b) of this Agreement and any Cash Flow
  From Operations  through Completion of Construction and if not paid in full then
  paid in accordance with the Development Fee Agreement.
  
       (b) Notwithstanding the preceding,  the Partnership shall retain the sum of
  $3,940,587  from the Capital  Contributions  paid pursuant to Section  7.2(b) of
  this Agreement to be used for supplemental  development costs including, but not
  limited  to, land  costs,  architectural  fees,  survey and  engineering  costs,
  financing  costs,  loan  fees,  building  materials  and  labor,  but the amount
  retained  shall  in  no  event  be  greater  than  the  difference  between  the
  Construction  Loan and the Mortgage Loan. If any such funds are remaining  after
  
                                         22
  <PAGE>
  
  Completion of Construction and all  construction  costs are paid in full and the
  Construction Loan retired, then the remainder shall first be paid to the General
  Partner in an amount equal to any unpaid  Development  Fee and the  balance,  if
  any,  shall  be  paid to the  General  Partner  as a  reduction  of the  General
  Partner's Capital Contribution and/or an incentive rent-up fee.
  
       (c) The Partnership shall pay to the Management Agent a property management
  fee for the leasing  and  management  of the Project in an amount in  accordance
  with the Management  Agreement.  The term of the Management  Agreement shall not
  exceed one year. If the Management  Agent is an Affiliate of the General Partner
  then commencing with the termination of the Operating  Deficit  Guarantee Period
  referenced in Section 6.2(b),  in any year in which the Project has an Operating
  Deficit, 40% of the management fee will be deferred ("Deferred Management Fee").
  Deferred  Management  Fees, if any, shall be paid to the Management Agent solely
  in  accordance  with  and to the  extent  permitted  by  Section  11.1  of  this
  Agreement.
  
            (1) The General  Partner shall,  upon receiving any request of the 
  Mortgage lender  requesting  such  action,  dismiss  the  Management  Agent as 
  the entity responsible  for  management  of the Project  under the terms of the
  Management Agreement;  or, the General  Partner shall dismiss the  Management  
  Agent at the request of the Limited Partner for cause which shall mean:
  
               (A) the failure to timely or accurately  provide the information 
  needed to complete the reports required by Section 14.2 and 14.3 herein;
  
               (B) the rental of apartment units to non-Qualified Tenants; and
  
               (C) the  vacancy  rate at the  Project  is 12% or  greater  for  
  three  consecutive months, excluding a reasonable rent-up period.
  
             2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Limited  Partner,  which will not be  unreasonably
  withheld,  and which may only be sought  after the General  Partner has provided
  the Limited  Partner  accurate and complete  disclosure  respecting the proposed
  Management Agent.
  
             (3) The  Partners  consent and agree that all initial  tenants
  must be approved and accepted by the  Management  Agent,  General  Partner and a
  third party retained by the Limited  Partner.  The Management Agent shall submit
  all tenant files to the Limited  Partner's agent  including,  but not limited to
  copies of tenant applications, certifications and third party verifications. The
  Limited  Partner's  agent shall have 48 hours to review the  completed  file and
  approve or  disapprove  of the  applicant as a tenant.  Approval or  disapproval
  shall be made strictly on the basis of Tax Credit compliance.
  
                                         23
  <PAGE>
  
  
       (d) The Partnership  shall pay to the Limited Partner a fee (the "Reporting
  Fee") commencing in 1998 equal to 15% of the Cash Flow From Operations but in no
  event less than $5,000 for the Limited  Partner's  services  in  monitoring  the
  operations  of  the   Partnership  and  for  services  in  connection  with  the
  Partnership's  accounting  matters and  assisting  with the  preparation  of tax
  returns and the reports  required in Sections  14.2 and 14.3 of this  Agreement.
  The Reporting Fee shall be payable within  seventy-five (75) days following each
  calendar year and shall be payable from Cash Flow From  Operations in the manner
  and  priority set forth in Section 11.1 of this  Agreement;  provided,  however,
  that if in any year Cash Flow From  Operations is  insufficient  to pay the full
  $5,000,  the unpaid portion thereof shall accrue without interest and be payable
  on a cumulative  basis in the first year in which there is sufficient  Cash Flow
  From Operations,  as provided in Section 11.1, or sufficient Sale or Refinancing
  Proceeds, as provided in Section 11.2.
  
       (e)  The  Partnership  shall  pay  to  the  General  Partner  an  Incentive
  Management  Fee  equal to 40% of the  available  Cash Flow  From  Operations  in
  accordance  with  Section  11.1 of this  Agreement  for each  fiscal year of the
  Partnership  commencing in 1998 for services  incident to the  administration of
  the business and affairs of the Partnership,  which services shall include,  but
  not limited to, maintaining the books and records of the Partnership,  selecting
  and supervising  the  Partnership's  Accountants,  bookkeepers and other Persons
  required to prepare and audit the  Partnership's  financial  statements  and tax
  returns,  and preparing and  disseminating  reports on the status of the Project
  and the  Partnership,  all as  required by Article  XIV of this  Agreement.  The
  Incentive  Management  Fee  shall  be  payable  within  seventy-five  (75)  days
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
          Section 9.3 Specific Powers of the General Partner.
  
       Subject to the other  provisions  of this  Agreement,  the General  Partner
  shall have the following powers:
  
       (a) In the  Partnership's  name and on its behalf,  the General Partner may
  hold, sell,  transfer,  lease or otherwise deal with any real, personal or mixed
  property,  interest  therein  or  appurtenance  thereto in  accordance  with the
  purpose of this Agreement as indicated in Article IV hereto;
  
       (b) In the  Partnership's  name and on its behalf,  the General Partner may
  employ,  contract and  otherwise  deal with,  from time to time,  Persons  whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the  selection of any  Management  Agent has received the Consent of the Limited
  
                                         24
  <PAGE>
  
  Partner) and attorneys, on such terms as the General Partner shall determine;
  
       (c) In the  Partnership's  name and on its behalf,  the General Partner may
  bring or defend, pay, collect, compromise,  arbitrate, resort to legal action or
  otherwise adjust claims or demands of or against the Partnership;
  
       (d) In the  Partnership's  name and on its behalf,  the General Partner may
  pay as a Partnership  expense any and all costs and expenses associated with the
  formation, development, organization and operation of the Partnership, including
  the expense of annual audits, tax returns and LIHTC compliance;
  
       (e) In the  Partnership's  name and on its behalf,  the General Partner may
  deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in
  a manner consistent with the provisions of this Agreement;
  
       (f) In the  Partnership's  name and on its behalf,  the General  Partner is
  authorized to execute the Construction Loan and the Mortgage;
  
       (g) The General  Partner may  require in any or all  Partnership  contracts
  that the General  Partner shall not have any personal  liability  thereunder but
  that the  Person  contracting  with the  Partnership  shall  look  solely to the
  Partnership and its assets for satisfaction;
  
       (h) In the  Partnership's  name and on its behalf,  the General Partner may
  execute,  acknowledge  and deliver any and all  instruments to effectuate any of
  the foregoing; and
  
       (i) The  General  Partner  shall  operate  the  Project and shall cause the
  Management Agent to manage the Project in such a manner that the Project will be
  eligible to receive  LIHTC with  respect to 100% of the  apartment  units in the
  Project. To that end, the General Partner agrees,  without  limitation,  to make
  all elections  requested by the Limited  Partner under Section 42 of the Code to
  allow the Partnership or its Partners to claim the Tax Credit, to file Form 8609
  with  respect  to the  Project as  required,  for at least the  duration  of the
  Compliance  Period to operate  the  Project  and cause the  Management  Agent to
  manage the  Project so as to comply with the  requirements  of Section 42 of the
  Code,  as amended,  or any  successor  thereto,  including,  but not limited to,
  Section 42(g) and Section  42(i)(3) of the Code, as amended,  or any  successors
  thereto,  to make all  certifications  required by Section 42(l) of the Code, as
  amended,  or any  successor  thereto,  and to operate  the Project and cause the
  Management Agent to manage the Project so as to comply with all other Tax Credit
  Conditions.
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
                                         25
  <PAGE>
  
       (a) Each of the provisions of this  Agreement  shall be subject to, and the
  General Partner  covenants to act in accordance with, the Tax Credit  Conditions
  and all applicable federal, state and local laws and regulations;
  
       (b) The Tax Credit Conditions and all such laws and regulations, as amended
  or supplemented,  shall govern the rights and obligations of the Partners, their
  heirs, executors, administrators,  successor and assigns, and they shall control
  as to any terms in this Agreement which are inconsistent therewith, and any such
  inconsistent terms of this Agreement shall be unenforceable by or against any of
  the Partners;
  
       (c) Upon any dissolution of the Partnership or any transfer of the Project,
  no title or right to the  possession  and control of the Project and no right to
  collect rent therefrom  shall pass to any Person who is not, or does not become,
  bound by the Tax Credit  Conditions  in a manner that, in the opinion of counsel
  to the  Partnership,  would not  avoid a  recapture  thereof  on the part of the
  former owners; and
  
       (d) Any  conveyance  or  transfer  of  title to all or any  portion  of the
  Project  required or  permitted  under this  Agreement  shall in all respects be
  subject to the Tax Credit  Conditions  and all  conditions,  approvals  or other
  requirements of the rules and regulations of any authority applicable thereto.
  
       Section  9.5   Limitations  on  General   Partner's  Power  and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
       (a)  Except as  required  by  Section  9.4,  act in  contravention  of this
  Agreement;
  
       (b) Act in any  manner  which  would  make it  impossible  to  carry on the
  ordinary business of the Partnership;
  
       (c) Confess a judgment against the Partnership;
  
       (d) Possess Partnership property, or assign the Partner's right in specific
  Partnership property, for other than the exclusive benefit of the Partnership;
  
       (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
  Agreement;
  
       (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
  Agreement;
  
       (g) Violate any provision of the Mortgage Loan or Mortgage Note;
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
                                         26
  <PAGE>
  
       (i) Violate the Minimum Set-Aside Test or the Rent Restriction Test for the
  Project;
  
       (j) Cause any recapture of the Tax Credits;
  
       (k) Permit any creditor who makes a nonrecourse  loan to the Partnership to
  have,  or to acquire at any time as a result of making such loan,  any direct or
  indirect  interest  in the  profits,  income,  capital or other  property of the
  Partnership, other than as a secured creditor;
  
       (l) Commingle funds of the Partnership with the funds of another Person; or
  
       (m) Take any action  which  requires  the  Consent of the  Limited  Partner
  unless the General Partner has received the Consent of the Limited Partner.
  
       Section 9.6  Restrictions  on  Authority  of General  Partner.  Without the
  Consent of the Limited  Partner  which will not be  unreasonably  withheld,  the
  General Partner shall:
  
       (a) Sell, exchange, lease or otherwise dispose of the Project;
  
       (b) Incur  indebtedness  other than the Construction Loan and Mortgage Loan
  in the  name of the  Partnership,  other  than  in the  ordinary  course  of the
  Partnership's business;
  
       (c) Contract away the fiduciary duty owed to the Limited  Partner at common
  law;
  
       (d) Take any action  which would  cause the Project to fail to qualify,  or
  which would cause a termination or  discontinuance  of the  qualification of the
  Project,  as a "qualified low income housing  project" under Section 42(g)(1) of
  the Code, as amended, or any successor thereto, or which would cause the Limited
  Partner to fail to obtain the  Projected  Tax  Credits or which  would cause the
  recapture of any LIHTC;
  
       (e) Make any expenditure of funds, or commit to make any such  expenditure,
  other than in response  to an  emergency,  except as provided  for in the annual
  budget as provided in Section 14.3(i) hereof;
  
       (f) Cause the merger or other reorganization of the Partnership; or
  
       (g) Dissolve the Partnership except as provided in this Agreement.
  
       Section 9.7 Duties of General Partner. The General Partner agrees that it
  shall at all times:
                                         27
  <PAGE>
  
       (a) Diligently  and  faithfully  devote such of its time to the business of
  the  Partnership  as may be  necessary  to  properly  conduct the affairs of the
  Partnership;
  
       (b) File and  publish all  certificates,  statements  or other  instruments
  required by law for the formation and operation of the  Partnership as a limited
  partnership in all appropriate jurisdictions;
  
       (c) Cause the Partnership to carry Insurance from an Insurance Company;
  
       (d) Have a  fiduciary  responsibility  for the  safekeeping  and use of all
  funds and assets of the Partnership,  whether or not in its immediate possession
  or control  and not employ or permit  another to employ  such funds or assets in
  any manner except for the benefit of the Partnership;
  
       (e) Use its best  efforts so that all  requirements  shall be met which are
  reasonably  necessary  to obtain or  achieve  (1)  compliance  with the  Minimum
  Set-Aside Test, the Rent Restriction Test, and any other requirements  necessary
  for the Project to initially qualify, and to continue to qualify, for LIHTC; (2)
  issuance of all necessary certificates of occupancy,  including all governmental
  approvals  required to permit  occupancy  of all of the  apartment  units in the
  Project;  (3) compliance with all provisions of the Project  Documents and (4) a
  reservation and allocation of LIHTC from the Agency;
  
       (f) Use its best efforts to keep the Project and Project dwelling units, in
  decent,  safe, sanitary and good condition,  repair and working order,  ordinary
  use and  obsolescence  excepted,  and make or cause to be made from time to time
  all necessary repairs thereto  (including  external and structural  repairs) and
  renewals and replacements thereof;
  
       (g) Pay,  before  the same shall  become  delinquent  and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
       (h) Permit,  and cause the Management Agent to permit,  the Limited Partner
  and its  representatives to have access to the Project and personnel employed by
  the Partnership and by the Management Agent who are concerned with management of
  the Project at all reasonable  times during normal business hours and to examine
  all agreements,  LIHTC compliance data and plans and  specifications and deliver
  copies  thereof and such  reports as may  reasonably  be required by the Limited
  
                                         28
  <PAGE>
  
  Partner.  The General  Partner shall provide the Limited  Partner with copies of
  all  correspondence,  notices and reports sent pursuant to or received under the
  Project  Documents or any authority with respect to the Project at the time such
  correspondence,  notices or reports  are sent or  received,  copies of all other
  correspondence of substantial  importance which a prudent investor would wish to
  examine in connection  with the transaction at the time such  correspondence  is
  sent or  received,  and all reports  required by Article XIV within the required
  time periods set forth therein.
  
       (i) Exercise good faith in all activities relating to the conduct of
  the  business of the  Partnership,  including  the  development,  operation  and
  maintenance  of the  Project,  and it shall take no action  with  respect to the
  business and property of the Partnership which is not reasonably  related to the
  achievement of the purpose of the Partnership;
  
       (j) Make any Capital  Contributions,  advances or loans required to be made
  by the General Partner under the terms of this Agreement;
  
       (k)  Establish  and maintain all reserves  required to be  established  and
  maintained under the terms of this Agreement;
  
       (l) Comply with each and every  covenant,  representation  and warranty set
  forth in Section 9.11; and
  
       (m) Perform  such other acts as may be  expressly  required of it under the
  terms of this Agreement.
  
       Section 9.8 Partnership Expenses.
  
       (a) All of the Partnership's expenses shall be billed directly to and
  paid by the Partnership to the extent reasonably practicable.  Reimbursements to
  the General Partner or any of its Affiliates by the Partnership shall be allowed
  only  for  the  Partnership's   operating  cash  expenses  and  subject  to  the
  limitations on the  reimbursement of such expenses set forth herein.  As used in
  this Section 9.8 the term  "operating cash expenses" shall mean, with respect to
  any  fiscal  period,  the  amount  of  cash  disbursed  by the  Partnership  for
  Partnership  business in that period in the ordinary  course of business for the
  payment of its operating expenses,  including but not limited to as expenses for
  advertising  and  promotion,  management,  utilities,  repair  and  maintenance,
  Insurance,   Partner   communications,   legal,   accounting,   statistical  and
  bookkeeping  services,  use of computing  or  accounting  equipment,  travel and
  telephone expenses,  salaries and direct expenses of Partnership employees while
  engaged in Partnership  business,  and any other operational and  administrative
  expenses  necessary  for  the  prudent  operation  of the  Partnership.  Without
  limiting the  generality  of the  foregoing,  "operating  cash  expenses"  shall
  include fees paid by the  Partnership to the General Partner or any Affiliate of
  the General  Partner  permitted by this  Agreement and the actual cost of goods,
  
                                         29
  <PAGE>
  
  materials and  administrative  services used for or by the Partnership,  whether
  incurred by the  General  Partner,  an  Affiliate  of the  General  Partner or a
  nonaffiliated  Person in  performing  the  foregoing  functions.  As used in the
  preceding  sentence,  "actual cost of goods and materials" means the actual cost
  of goods and materials used for or by the Partnership and obtained from entities
  which  are  not  Affiliates  of  the  General   Partner,   and  actual  cost  of
  administrative services means the pro rata cost of personnel (as if such persons
  were  employees of the  Partnership)  associated  therewith,  but in no event to
  exceed the amount which would be charged by nonaffiliated Persons for comparable
  goods and services.
  
       (b)  Reimbursement  to the  General  Partner  or any of its  Affiliates  of
  operating  cash expenses  pursuant to Subsection  (a) hereof shall be subject to
  the following:
  
            (1) No such  reimbursement  shall be  permitted  for services for 
  which the General Partner or any of its Affiliates is entitled to compensation 
  by way of a separate fee; and
  
            (2) No  such  reimbursement  shall  be made  for  (A)  rent or
  depreciation,  utilities,  capital equipment or other such administrative items,
  and (B) salaries,  fringe  benefits,  travel  expenses and other  administrative
  items incurred or allocated to any  "controlling  person" of the General Partner
  or any  Affiliate  of the General  Partner.  For the  purposes  of this  Section
  9.8(b)(2),  "controlling  person"  includes,  but is not limited to, any Person,
  however titled,  who performs functions for the General Partner or any Affiliate
  of the General  Partner similar to those of: (i) chairman or member of the board
  of directors;  (ii) executive management,  such as president,  vice president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
       Section 9.9 General Partner Expenses.  The General Partner or Affiliates of
  the General Partner shall pay all  Partnership  expenses which are not permitted
  to be reimbursed pursuant to Section 9.8 and all expenses which are unrelated to
  the business of the Partnership.
  
       Section  9.10  Other   Business  of   Partners.   Any  Partner  may  engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  
                                         30
  <PAGE>
  
  ventures  formed  by them or in  which  they may  have an  interest,  including,
  without  limitation,  business  ventures  similar to, related to or in direct or
  indirect  competition with the Project.  Neither the Partnership nor any Partner
  shall have any right by virtue of this Agreement or the partnership relationship
  created  hereby in or to such other  ventures or  activities or to the income or
  proceeds  derived  therefrom.  Conversely,  no Person  shall  have any rights to
  Partnership  assets,  incomes or  proceeds  by virtue of such other  ventures or
  activities of any Partner.
  
       Section 9.11 Covenants, Representations and Warranties. The General Partner
  covenants,  represents and warrants that the following are presently true, or as
  the case may be, will be true during the term of this  Agreement,  to the extent
  then applicable:
  
       (a)  The  Partnership  is a  duly  organized  limited  partnership  validly
  existing  under  the  laws  of the  State  and  has  complied  with  all  filing
  requirements  necessary  for the  protection  of the  limited  liability  of the
  Limited Partner.
  
       (b) The Partnership  Agreement and the applicable  Project Documents are in
  full force and effect and neither the  Partnership nor the General Partner is in
  breach or violation of any provisions thereof.
  
       (c)  Improvements  will be completed in a timely and workmanlike  manner in
  accordance with all applicable requirements of the Mortgage Loan, all applicable
  requirements  of all  appropriate  governmental  entities and  substantially  in
  accordance  with the plans and  specifications  of the Project that have been or
  shall be  hereafter  approved  by Bank of  America,  Federal  Savings  Bank,  if
  required,   and  all  applicable   governmental  entities,  as  such  plans  and
  specifications  may be changed  from time to time with the  approval  of Bank of
  America,  Federal Savings Bank and any applicable governmental entities, if such
  approval shall be required.
  
       (d) The  Project  is  being  operated  in  accordance  with  standards  and
  procedures  which are prudent and  customary  for the  operation  of  properties
  similar to the Project.
  
       (e)  Additional  Improvements  on the Project,  if any,  shall be completed
  substantially   in  conformity   with  the  Project   Documents  and  any  other
  requirements necessary to obtain Completion of Construction.
  
       (f) No Partner has or will have any personal  liability  with respect to or
  has or will have personally guaranteed the payment of the Mortgage.
  
       (g) The  Partnership is in compliance with all  construction  and use codes
  applicable  to the Project and is not in violation of any zoning,  environmental
  or similar regulations applicable to the Project.
  
                                         31
  <PAGE>
  
       (h) All appropriate public utilities, including sanitary and storm sewers,
  water,  gas and  electricity,  are  currently  available  and will be  operating
  properly  for all  units  in the  Project  at the time of  first  occupancy  and
  generally throughout the term of the Partnership.
  
       (i) The Project has  obtained,  or will obtain  before  Permanent  Mortgage
  Commencement,  and  will  maintain  throughout  the  term  of  this  Partnership
  Insurance written by an Insurance Company.
  
       (j) The Partnership owns the fee simple interest in the Project.
  
       (k) The Construction Contract has been entered into between the Partnership
  and  the  Contractor;  no  other  consideration  or fee  shall  be  paid  to the
  Contractor other than amounts set forth in the Construction Contract.
  
       (l) A builder's  risk  insurance  policy in favor of the  Partnership is in
  full force and effect and will remain in full force and effect until  Completion
  of Construction.
  
       (m) Except as otherwise  disclosed to the Limited  Partner in writing prior
  to the  execution  of  this  Agreement,  to the  best of the  General  Partner's
  knowledge:  (1) no Hazardous  Substance  has been disposed of, or released to or
  from,  or otherwise  now exists in, on, under or around,  the Project and (2) no
  aboveground or underground storage tanks are now or have ever been located on or
  under the Project. The General Partner will not install or allow to be installed
  any aboveground or underground storage tanks on the Project. The General Partner
  covenants  that the Project shall be kept free of Hazardous  Materials and shall
  not be used to generate,  manufacture,  refine, transport, treat, store, handle,
  dispose  of,  transfer,  produce  or  process  Hazardous  Materials,  except  in
  connection  with the normal  maintenance  and  operation  of any  portion of the
  Project. The General Partner shall comply, or cause there to be compliance, with
  all applicable Federal, state and local laws, ordinances,  rules and regulations
  with respect to Hazardous  Materials  and shall keep,  or cause to be kept,  the
  Project free and clear of any liens imposed  pursuant to such laws,  ordinances,
  rules and  regulations.  The General  Partner shall promptly  notify the Limited
  Partner in writing (3) if it knows,  or  suspects  or believes  there may be any
  Hazardous  Substance  in or around  any part of the  Project,  any  Improvements
  constructed on the Project,  or the soil,  groundwater or soil vapor, (4) if the
  General  Partner or the  Partnership may be subject to any threatened or pending
  investigation by any governmental  agency under any law, regulation or ordinance
  pertaining to any Hazardous  Substance,  and (5) of any claim made or threatened
  by any Person,  other than a  governmental  agency,  against the  Partnership or
  General Partner  arising out of or resulting from any Hazardous  Substance being
  present or released in, on or around any part of the Project.
  
                                         32
  <PAGE>
  
  
       (n) To the best of its knowledge and belief, the General Partner has
  not executed and will not execute any agreements with  provisions  contradictory
  to, or in opposition to, the provisions of this Agreement.
  
       (o) To the best of its  knowledge,  the  Partnership  will  allocate to the
  Limited Partner the Projected Annual Tax Credits.
  
       (p) To the best of its actual knowledge and belief,  after due inquiry,  no
  charges,  liens or  encumbrances  exist with  respect to the Project  other than
  those which are created or permitted by the Project Documents or Mortgage or are
  noted or excepted in the title policy for the Project.
  
       (q) The  buildings on the Project  site  constitute  or shall  constitute a
  "qualified  low-income housing project" as defined in Section 42(g) of the Code,
  and as amplified by the Treasury Regulations thereunder. In this connection, not
  later than  December 31 of the first year in which the Partners  elect the LIHTC
  to  commence  in  accordance  the Code,  the  Project  will  satisfy the Minimum
  Set-Aside Test.
  
       (r) The General Partner has not lent or otherwise advanced any funds to the
  Partnership  other than its  Capital  Contribution  and the  Partnership  has no
  unsatisfied  obligation to make any payments of any kind to the General  Partner
  or any Affiliate  thereof,  except as may be provided in accordance with Section
  6.2 or 6.3 of this Agreement.
  
       (s) To the best of its  knowledge and belief,  no event has occurred  which
  constitutes a default under any of the Project Documents.
  
       (t) To the best of its  knowledge and belief,  no event has occurred  which
  has caused, and the General Partner has not acted in any manner which will cause
  (1) the  Partnership  to be  treated  for  federal  income  tax  purposes  as an
  association taxable as a corporation,  (2) the Partnership to fail to qualify as
  a limited partnership under the Act, or (3) the Limited Partner to be liable for
  Partnership  obligations;  provided however, the General Partner shall not be in
  breach of this  representation if all or a portion of a Limited Partner's agreed
  upon Capital Contributions are used to satisfy the Partnership's  obligations to
  creditors of the Partnership and such action by the General Partner is otherwise
  authorized  under this  Agreement  and,  provided  further,  however the General
  Partner shall not be in breach of this  representation if the action causing the
  Limited  Partner to be liable for the  Partnership  obligations is undertaken by
  the Limited Partner.
  
       (u)  No  legal  actions  or  proceedings  before  any  court,   commission,
  administrative  body  or  other  governmental  authority,  and/or  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project, have occurred the continuing effect of which has: (1)
  materially  and  adversely  affected  the  operation of the  Partnership  or the
  
                                         33
  <PAGE>
  
  Project;  (2)  materially  and  adversely  affected  the  ability of the General
  Partner to perform its  obligations  hereunder or under any other agreement with
  respect to the Project;  or (3) prevented the completion of  construction of the
  Improvements in substantial  conformity with the Project  Documents,  other than
  legal  proceedings which have been bonded against (or as to which other adequate
  financial  security has been issued) in a manner as to indemnify the Partnership
  against  loss;  provided  however  the  foregoing  does not apply to  matters of
  general applicability which would adversely affect the Partnership,  the General
  Partner,  Affiliates of the General  Partner or the Project only insofar as they
  or any of them are part of the general public.
  
       (v) Neither the Partnership  nor the General  Partner has any  liabilities,
  contingent or otherwise, which have not been disclosed in writing to the Limited
  Partner and which in the aggregate  materially affect the ability of the Limited
  Partner to obtain the anticipated benefits of its investment in the Partnership.
  
       (w) The  General  Partner  has and shall  maintain a net worth  equal to at
  least  $500,000  computed  in  accordance  with  generally  accepted  accounting
  principles.
  
       The General  Partner shall be liable to the Limited  Partner for any costs,
  damages,  loss of profits, or other losses, of every nature and kind whatsoever,
  direct or indirect,  realized or incurred by the Limited  Partner as a result of
  any material  breach of the  representations  and  warranties  set forth in this
  Section 9.11.
  
                                      ARTICLE X
  
                      ALLOCATIONS OF INCOME, LOSSES AND CREDITS
  
       Section 10.1 General.  All items includable in the calculation of Income or
  Loss not  arising  from a Sale or  Refinancing,  and all Tax  Credits,  shall be
  allocated 99% to the Limited Partner and 1% to the General Partner.
  
       Section 10.2  Allocations  From Sale or Refinancing.  All Income and Losses
  arising from a Sale or  Refinancing  shall be allocated  between the Partners as
  follows:
  
       (a) As to Income:
  
           (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  
                                         34
  <PAGE>
  
  Capital  Account  balances  until  all such  Capital  Accounts  shall  have zero
  balances; and
  
            (2)  Second,  an  amount of  Income sufficient to increase the Limited
  Partner's  positive  Capital Account balance to its Capital  Contribution and to
  increase the Limited  Partner's  positive  Capital  Account balance to an amount
  equal to its Capital Contribution, shall be allocated to the Limited Partner;
  
            (3) Third, an amount of Income sufficient to increase the General
  Partner's positive Capital Account balance to an amount equal to its Capital 
  Contribution; and
  
            (4) The balance, if any, of such Income shall be allocated 50% to the
  Limited Partner and 50% to the General Partner.
  
       (b) As to Losses:
  
            (1) an  amount  of  Losses  equal  to the  aggregate  positive
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  positive
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From Operations and allocations of Income
  and Losses  pursuant to Section 10.1 up to the date of the Sale or  Refinancing)
  shall be allocated to such  Partners in  proportion  to their  positive  Capital
  Account balances until all such Capital Accounts shall have zero balances; and
  
            (2) the balance of any such Losses shall be allocated 99% to the 
  Limited Partner and 1% to the General Partner.
  
       (c) Notwithstanding the foregoing provisions of Section 10.2(a) and (b), in
  no event  shall any Losses be  allocated  to the  Limited  Partner if and to the
  extent that such allocation would create or increase an Adjusted Capital Account
  Deficit for the Limited Partner.  In the event an allocation of 99% of each item
  includable  in the  calculation  of  Income or Loss not  arising  from a Sale or
  Refinancing,  would create or increase an Adjusted  Capital  Account Deficit for
  the Limited  Partner then so much of the items of deduction other than projected
  depreciation  shall be allocated to the General  Partner  instead of the Limited
  Partner as is necessary to allow the Limited  Partner to be allocated 99% of the
  items of Income and  Project  depreciation  without  creating or  increasing  an
  Adjusted Capital Account Deficit for the Limited Partner, it being the intent of
  the parties that the Limited  Partner always shall be allocated 99% of the items
  of  Income  not  arising  from a Sale  or  Refinancing  and  99% of the  Project
  depreciation.
  
       Section 10.3 Special  Allocations.  The following special allocations shall
  be made in the following order:
  
                                         35
  <PAGE>
  
       (a) Except as  otherwise  provided in Section  1.704-2(f)  of the  Treasury
  Regulations, notwithstanding any other provisions of this Article X, if there is
  a net decrease in Partnership  Minimum Gain during any Partnership  fiscal year,
  each Partner shall be specially  allocated items of Partnership  income and gain
  for such fiscal year (and, if necessary,  subsequent  fiscal years) in an amount
  equal to such Person's  share of the net decrease in  Partnership  Minimum Gain,
  determined  in  accordance  with  Treasury   Regulations   Section   1.704-2(g).
  Allocations pursuant to the previous sentence shall be made in proportion to the
  respective  amounts required to be allocated to each Partner  pursuant  thereto.
  The items to be so allocated  shall be  determined  in  accordance  with Section
  1.704-2(f)(6)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(a) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(f)  of  the  Treasury  Regulations  and  shall  be  interpreted
  consistently therewith.
  
       (b) Except as otherwise  provided in Section  1.704-2(i)(4) of the Treasury
  Regulations,  notwithstanding any other provision of this Article X, if there is
  a net  decrease in Partner  Nonrecourse  Debt  Minimum  Gain  attributable  to a
  Partner Nonrecourse Debt during any Partnership fiscal year, each Person who has
  a share of the  Partner  Nonrecourse  Debt  Minimum  Gain  attributable  to such
  Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of
  the Treasury  Regulations,  shall be specially  allocated  items of  Partnership
  income and gain for such  fiscal  year (and,  if  necessary,  subsequent  fiscal
  years) in an amount equal to such Person's  share of the net decrease in Partner
  Nonrecourse  Debt Minimum Gain  attributable to such Partner  Nonrecourse  Debt,
  determined  in  accordance  with  Treasury  Regulations  Section  1.704-2(i)(4).
  Allocations pursuant to the previous sentence shall be made in proportion to the
  respective  amounts required to be allocated to each Partner  pursuant  thereto.
  The items to be so allocated  shall be determined  in  accordance  with Sections
  1.704-2(i)(4)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(b) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(i)(4)  of the  Treasury  Regulations  and shall be  interpreted
  consistently therewith.
  
       (c) In  the  event  any  Partner  unexpectedly  receives  any  adjustments,
  allocations,   or  distributions   described  in  Treasury  Regulations  Section
  1.704-1(b)(2)(ii)(d)(4),    Section    1.704-1(b)(2)(ii)(d)(5),    or    Section
  1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
  allocated to each such Partner in an amount and manner  sufficient to eliminate,
  to the extent required by the Treasury Regulations, the Adjusted Capital Account
  Deficit of such  Partner as quickly as  possible,  provided  that an  allocation
  pursuant to this  Section  10.3(c)  shall be made if and only to the extent that
  such Partner  would have an Adjusted  Capital  Account  Deficit  after all other
  allocations  provided for in this Section 10.3 have been  tentatively made as if
  this Section 10.3(c) were not in the Agreement.
  
                                         36
  <PAGE>
  
       (d) In the event any  Partner has a deficit  Capital  Account at the end of
  any Partnership fiscal year which is in excess of the sum of (i) the amount such
  Partner is obligated  to restore,  and (ii) the amount such Partner is deemed to
  be  obligated  to restore  pursuant  to the  penultimate  sentences  of Treasury
  Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be
  specially  allocated items of Partnership  income and gain in the amount of such
  excess as quickly as  possible,  provided  that an  allocation  pursuant to this
  Section  10.3(d) shall be made if and only to the extent that such Partner would
  have a deficit Capital Account in excess of such sum after all other allocations
  provided for in this Section 10.3 have been  tentatively made as if this Section
  10.3(d) and Section 10.3(c) hereof were not in the Agreement.
  
       (e) Nonrecourse Deductions for any fiscal year shall be specially allocated
  99% to the Limited Partner and 1% to the General Partner.
  
       (f) Any  Partner  Nonrecourse  Deductions  for any  fiscal  year  shall  be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
       (g)  To  the  extent  an  adjustment  to  the  adjusted  tax  basis  of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
       (h) To the extent the Partnership has taxable  interest income with respect
  to any  promissory  note pursuant to Section 483 or Section 1271 through 1288 of
  the Code:
  
            (1) Such interest income shall be specially allocated to the Limited
  Partner to whom such promissory note relates; and
  
            (2) The amount of such  interest  income shall be excluded from the 
  Capital Contributions credited to such Partner's Capital  Account in connection
  with payments of principal with respect to such promissory note.
  
                                         37
  <PAGE>
  
       (i) In the  event  the  adjusted  tax basis of any  investment  tax  credit
  property  that has been  placed  in  service  by the  Partnership  is  increased
  pursuant to Code Section 50(c), such increase shall be specially allocated among
  the  Partners  (as an  item  in the  nature  of  income  or  gain)  in the  same
  proportions as the investment tax credit that is recaptured with respect to such
  property is shared among the Partners.
  
       (j) Any  reduction  in the  adjusted  tax basis  (or  cost) of  Partnership
  investment tax credit property pursuant to Code Section 50(c) shall be specially
  allocated among the Partners (as an item in the nature of expenses or losses) in
  the same  proportions  as the  basis  (or cost) of such  property  is  allocated
  pursuant to Treasury Regulations Section 1.46-3(f)(2)(i).
  
       (k) Any income,  gain,  loss or deduction  realized as a direct or indirect
  result of the issuance of an interest in the Partnership by the Partnership to a
  Partner (the "Issuance Items") shall be allocated among the Partners so that, to
  the extent  possible,  the net amount of such Issuance Items,  together with all
  other  allocations  under this Agreement to each Partner,  shall be equal to the
  net amount that would have been  allocated  to each such Partner if the Issuance
  Items had not been realized.
  
       (l) If any  Partnership  expenditure  treated as a deduction on its federal
  income tax return is  disallowed  as a deduction  and treated as a  distribution
  pursuant to Section 731(a) of the Code,  there shall be a special  allocation of
  gross income to the Partner deemed to have received such  distribution  equal to
  the amount of such distribution.
  
       (m)  The  allocation  to the  General  Partner  of  each  material  item of
  Partnership income,  loss,  deduction or credit will not be less than 1% of each
  such item at all times during the existence of the Partnership.
  
       (n)  Interest  deduction  on the  Partnership  indebtedness  referred to in
  Section 6.3 shall be allocated 100% to the General Partner.
  
       Section 10.4 Curative  Allocations.  The  allocations set forth in Sections
  10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e),  10.3(f), and 10.3(g)
  hereof (the  "Regulatory  Allocations")  are  intended  to comply  with  certain
  requirements of the Treasury Regulations. It is the intent of the Partners that,
  to the extent possible,  all Regulatory  Allocations shall be offset either with
  other  Regulatory  Allocations  or with  special  allocations  of other items of
  Partnership  income,  gain,  loss,  or deduction  pursuant to this Section 10.4.
  Therefore, notwithstanding any other provision of this Article X (other than the
  Regulatory  Allocations),  with the Consent of the Limited Partner,  the General
  Partner shall make such offsetting  special  allocations of Partnership  income,
  gain,  loss,  or  deduction  in whatever  manner the General  Partner,  with the
  Consent of the  Limited  Partner,  determines  appropriate  so that,  after such
  
                                         38
  <PAGE>
  
  offsetting  allocations are made, each Partner's  Capital Account balance is, to
  the extent  possible,  equal to the Capital  Account  balance such Partner would
  have had if the  Regulatory  Allocations  were not part of the Agreement and all
  Partnership items were allocated  pursuant to Sections 10.1,  10.2(a),  10.2(b),
  10.3(h),  10.3(i),  10.3(j),  10.3(k),  10.3(l),  10.3(m),  10.3(n) and 10.5. In
  exercising its authority under this Section 10.4, the General Partner shall take
  into account future  Regulatory  Allocations  under Section  10.3(a) and 10.3(b)
  that,  although not yet made, are likely to offset other Regulatory  Allocations
  previously made under Sections 10.3(e) and 10.3(f).
  
       Section 10.5 Other Allocation Rules.
  
       (a) The basis (or cost) of any  Partnership  investment tax credit property
  shall be allocated  among the Partners in accordance  with Treasury  Regulations
  Section 1.46-3(f)(2)(i).  All Tax Credits (other than the investment tax credit)
  shall be  allocated  among the  Partners  in  accordance  with  applicable  law.
  Consistent with the foregoing,  the Partners intend that LIHTC will be allocated
  99% to the Limited Partner and 1% to the General Partner.
  
       (b) In the event Partnership  investment tax credit property is disposed of
  during any taxable year,  profits for such taxable year (and, to the extent such
  profits are  insufficient,  profits for  subsequent  taxable years) in an amount
  equal to the excess,  if any, of (1) the reduction in the adjusted tax basis (or
  cost) of such property  pursuant to Code Section 50(c), over (2) any increase in
  the adjusted tax basis of such property pursuant to Code Section 50(c) caused by
  the disposition of such property,  shall be excluded from the profits  allocated
  pursuant  to  Section  10.1 and  Section  10.2(a)  hereof  and shall  instead be
  allocated  among the Partners in proportion to their  respective  shares of such
  excess,  determined pursuant to Section 10.3(i) and 10.3(j) hereof. In the event
  more than one item of such  property  is  disposed  of by the  Partnership,  the
  foregoing  sentence  shall  apply to such  items in the order in which  they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
       (c) For  purposes of  determining  the Income,  Losses,  or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Limited  Partner,  using any permissible  method
  under Code Section 706 and the Treasury Regulations thereunder.
  
       (d) Solely for purposes of determining a Partner's  proportionate  share of
  the "excess  nonrecourse  liabilities" of the Partnership  within the meaning of
  Treasury   Regulations  Section   1.752-3(a)(3),   the  Partners'  interests  in
  Partnership  profits  are as  follows:  Limited  Partner:  99%;  and the General
  Partner: 1%.
  
                                         39
  <PAGE>
  
       (e) To the  extent  permitted  by  Section  1.704-2(h)(3)  of the  Treasury
  Regulations, the General Partner shall endeavor to treat Distributions as having
  been made from the proceeds of a Nonrecourse  Liability or a Partner Nonrecourse
  Debt only to the extent  that such  Distributions  would  cause or  increase  an
  Adjusted Capital Account Deficit for any Partner who is not a General Partner.
  
       Section 10.6 Tax Allocations:  Code Section 704(c). In accordance with Code
  Section 704(c) and the Treasury Regulations thereunder,  income, gain, loss, and
  deduction  with  respect  to any  property  contributed  to the  capital  of the
  Partnership shall,  solely for tax purposes,  be allocated among the Partners so
  as to take account of any variation  between the adjusted basis of such property
  to the  Partnership  for federal income tax purposes and its initial Gross Asset
  Value (computed in accordance with Section 1.25(a) hereof).
  
       In the event the Gross  Asset  Value of any  Partnership  asset is adjusted
  pursuant to Section  1.25(b)  hereof,  subsequent  allocations of income,  gain,
  loss,  and  deduction  with  respect  to such asset  shall  take  account of any
  variation  between  the  adjusted  basis of such  asset for  federal  income tax
  purposes  and its Gross  Asset  Value in the same  manner as under Code  Section
  704(c) and the Treasury Regulations thereunder.
  
       Any elections or other decisions relating to such allocations shall be made
  by the General  Partner in any manner that  reasonably  reflects the purpose and
  intention  of this  Agreement.  Allocations  pursuant to this  Section  10.6 are
  solely for purposes of federal,  state, and local taxes and shall not affect, or
  in any way be taken into account in computing,  any Person's  Capital Account or
  share of Income, Losses, other items, or distributions pursuant to any provision
  of this Agreement.
  
       Section  10.7  Allocation  Among  Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
       Section  10.8  Allocation  Among  General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement.
  
       Section 10.9 Modification of Allocations.  The provisions of Articles X and
  XI and other  provisions of this  Agreement are intended to comply with Treasury
  
                                         40
  <PAGE>
  
  Regulations  Section  1.704 and shall be  interpreted  and  applied  in a manner
  consistent with such section of the Treasury Regulations.  In the event that the
  General Partner determines, in its sole discretion, that it is prudent to modify
  the manner in which the Capital Accounts of the Partners, or any debit or credit
  thereto,  are  computed  in order to comply  with such  section of the  Treasury
  Regulations,  the  General  Partner  may make such  modification  to the minimum
  extent necessary,  to effect the plan of allocations and Distributions  provided
  for elsewhere in this  Agreement.  Further,  the General  Partner shall make any
  appropriate  modifications  in the event it appears  that  unanticipated  events
  (e.g.,  the  existence of a Partnership  election  pursuant to Code Section 754)
  might  otherwise  cause this  Agreement not to comply with  Treasury  Regulation
  Section 1.704.
  
                                     ARTICLE XI
  
                                    DISTRIBUTION
  
       Section  11.1  Distribution  of Cash Flow From  Operations.  Cash Flow From
  Operations for each fiscal year shall be distributed  within  seventy-five  (75)
  days following each calendar year and shall be applied in the following order of
  priority:
  
       (a) To pay the Deferred  Management Fee, if any, but in no event shall this
  payment exceed 50% of the Cash Flow From Operations;
  
       (b) To pay the current  Reporting Fee and then to pay any accrued Reporting
  Fees which have not been paid in full from previous years;
  
       (c) To pay the  Development  Fee in  accordance  with the  Development  Fee
  Agreement;
  
       (d) To the General Partner a noncumulative Distribution equal to $5,000;
  
       (e) To pay the Operating  Loans, if any, as referenced in Section 6.2(b) of
  this Agreement,  limited to 50% of the Cash Flow From Operations remaining after
  reduction for the payments made pursuant to subsections  (a) through (d) of this
  Section 11.1;
  
       (f) To pay the Incentive  Management Fee equal to 40% of the Cash Flow From
  Operations   remaining  after  reduction  for  the  payments  made  pursuant  to
  subsections (a) through (e) of this Section 11.1; and
  
       (g) To the Limited  Partner in an amount equal to 50% of the remaining Cash
  Flow From Operations and to the General Partner in an amount equal to 50% of the
  remaining Cash Flow From Operations.
  
                                         41
  <PAGE>
  
       Section  11.2  Distribution  of  Sale  or  Refinancing  Proceeds.  Sale  or
  Refinancing Proceeds shall be distributed in the following order:
  
       (a) To the  payment  of the  Mortgage  Note and  other  matured  debts  and
  liabilities  of the  Partnership,  other than accrued  payments,  debts or other
  liabilities owing to Partners or former Partners;
  
       (b) To any  accrued  payments,  debts  or  other  liabilities  owing to the
  Partners or former Partners,  including,  but not limited to, accrued  Reporting
  Fees, Development Fee and Operating Loans, to be paid prorata if necessary;
  
       (c) To the  establishment of any reserves which the General  Partner,  with
  the  Consent  of the  Limited  Partner,  shall  deem  reasonably  necessary  for
  contingent,   unmatured  or  unforeseen   liabilities   or  obligations  of  the
  Partnership;
  
       (d) To the Limited Partner in an amount equal to its Capital Contribution;
  
       (e) To the General Partner in an amount equal to its Capital  Contribution;
  and
  
       (f) Thereafter, 50% to the Limited Partner and 50% to the General Partner.
  
                                     ARTICLE XII
  
                                TRANSFERS OF LIMITED
                        PARTNER'S INTEREST IN THE PARTNERSHIP
  
       Section 12.1 Assignment of Limited Partner's Interest.  The Limited Partner
  shall not have the right to assign all or any part of its  Interest to any other
  Person,  whether  or not a  Partner,  except  upon  satisfaction  of each of the
  following:
  
       (a) By a  written  instrument  in form and  substance  satisfactory  to the
  General  Partner  and its  counsel,  setting  forth the name and  address of the
  proposed transferee,  the nature and extent of the Interest which is proposed to
  be transferred  and the terms and conditions upon which the transfer is proposed
  to be made,  stating that the Assignee  accepts and agrees to be bound by all of
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
       (b) Upon consent of the General Partner to such assignment, which shall not
  be unreasonably withheld; and
  
                                         42
  <PAGE>
  
       (c)  Upon  receipt  by  the  General  Partner  of  the  Assignee's  written
  representation  that the Partnership  Interest is to be acquired by the Assignee
  for the  Assignee's  own account for  long-term  investment  and not with a view
  toward resale, fractionalization, division or distribution thereof.
  
       THE LIMITED PARTNERSHIP  INTEREST DESCRIBED HEREIN HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR UNDER ANY STATE  SECURITIES  LAW.
  THESE INTERESTS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER
  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR UNLESS  AN  EXEMPTION  FROM
  REGISTRATION IS AVAILABLE.
  
       Section  12.2  Effective  Date of  Transfer.  Any  assignment  of a Limited
  Partner's  Interest  pursuant to Section 12.1 shall  become  effective as of the
  last  day of the  calendar  month in which  the last of the  conditions  to such
  assignment are satisfied.
  
       Section 12.3 Invalid Assignment. Any purported assignment of an Interest of
  a Limited Partner otherwise than in accordance with Section 12.1 or Section 12.6
  shall be of no effect as between the Partnership and the purported  assignee and
  shall  be  disregarded  by  the  General  Partner  in  making   allocations  and
  Distributions hereunder.
  
       Section  12.4  Assignee's  Rights  to  Allocations  and  Distributions.  An
  Assignee shall be entitled to receive  allocations  and  Distributions  from the
  Partnership  attributable  to the Interest  acquired by reason of any  permitted
  assignment  from and after the first day of the  calendar  month  following  the
  month which ends with the  effective  date of the  transfer of such  Interest as
  provided in Section  12.2.  The  Partnership  and the General  Partner  shall be
  entitled to treat the  assignor  of such  Partnership  Interest as the  absolute
  owner thereof in all respects,  and shall incur no liability for allocations and
  Distributions  made in good  faith  to such  assignor,  until  such  time as the
  written instrument of assignment has been received by the Partnership.
  
       Section 12.5 Substitution of Assignee as Limited Partner.
  
       (a) An  Assignee  shall not have the right to become a  Substitute  Limited
  Partner in place of his  assignor  unless  the  written  consent of the  General
  Partner to such  substitution  shall have been obtained,  which consent,  in the
  General Partner's absolute discretion, may be withheld.
  
       (b) A  nonadmitted  transferee  of a  Limited  Partner's  Interest  in  the
  Partnership  shall  only be  entitled  to  receive  that  share of  allocations,
  Distributions  and the return of Capital  Contribution  to which its  transferor
  would otherwise have been entitled with respect to the Interest transferred, and
  shall have no right to obtain any  information  on account of the  Partnership's
  transactions,  to inspect the Partnership's  books and records or have any other
  of the rights and privileges of a Limited Partner,  provided,  however, that the
  
                                         43
  <PAGE>
  
  Partnership  shall,  if a transferee and  transferor  jointly advise the General
  Partner in writing of a transfer of an Interest in the Partnership,  furnish the
  transferee  with pertinent tax information at the end of each fiscal year of the
  Partnership.
  
       (c) The General  Partner may elect to treat a transferee  of a  Partnership
  Interest who has not become a Substitute Limited Partner as a Substitute Limited
  Partner as the case may be, in the place of its  transferor  should the  General
  Partner determine in its absolute  discretion that such treatment is in the best
  interest of the Partnership.
  
       Section 12.6 Death,  Bankruptcy,  Incompetency,  etc. of a Limited Partner.
  Upon the death,  dissolution,  adjudication  of bankruptcy,  or  adjudication of
  incompetency  or  insanity  of  a  Limited  Partner  such  Partner's  executors,
  administrators or legal  representatives  shall have all the rights of a Limited
  Partner for the purpose of settling or managing such Partner's estate, including
  such power as such Partner  possessed to  constitute a successor as a transferee
  of its Interest in the  Partnership  and to join with such  transferee in making
  the  application  to  substitute  such  transferee as a Partner.  However,  such
  executors,  administrators or legal  representatives  will not have the right to
  become   Substitute   Limited   Partners  in  the  place  of  their   respective
  predecessors-in-interest  except in  accordance  with the  provisions of Section
  12.5
  
                                    ARTICLE XIII
  
                       WITHDRAWAL, REMOVAL AND REPLACEMENT OF
                                   GENERAL PARTNER
  
       Section 13.1 Withdrawal of General Partner.
  
       (a) The  General  Partner  may not  Withdraw  (other than as a result of an
  Involuntary  Withdrawal) without the Consent of the Limited Partner, and, to the
  extent  required,  of Bank of America,  Federal  Savings  Bank and the State Tax
  Credit Agency. Withdrawal shall be conditioned upon the agreement of one or more
  Persons who satisfy the  requirements  of Section  13.5 of this  Agreement to be
  admitted as successor General Partner(s).
  
       (b) Each General  Partner shall indemnify and hold harmless the Partnership
  and all Partners  from its  Withdrawal in violation of Section  13.1(a)  hereof.
  Each General  Partner shall be liable for damages to the  Partnership  resulting
  from its Withdrawal in violation of Section 13.1(a).
  
                                         44
  <PAGE>
  
       Section 13.2 Removal of General Partner.
  
       (a) The Limited Partner may remove the General Partner:
  
            (1) For cause if such General Partner has:
  
                 (A) Been subject to an event of Bankruptcy;
  
                 (B) Committed any fraud, willful misconduct, breach of fiduciary 
  duty or other negligent conduct in the performance of its duties under this 
  Agreement;
  
                 (C) Been convicted of, or entered into a plea of guilty to, a 
  felony;
  
                 (D) Made personal use of Partnership funds or properties;
  
                 (E) Violated the terms of the Mortgage Note, and such violation  
  prompts Bank of America, Federal Savings Bank to issue a default letter or 
  acceleration notice to the Partnership or General Partner;
  
                 (F) Failed to provide any loan, advance, Capital Contribution or 
  any other payment to the Partnership required under this Agreement;
  
                 (G) Failed to obtain the Consent of the Limited Partner prior to 
  any decision, act or omission under circumstances where this Agreement requires
  that such consent be obtained;
  
                 (H) Breached any representation, warranty or covenant contained 
  in this Agreement, or failed to perform any other action which may be required
  by this Agreement;
  
                 (I) Violated any federal or state tax law which causes a 5% or 
  greater recapture of LIHTC; or
  
                 (J) Failed during any six-month period during the Compliance 
  Period to cause at least 85% of the total apartment units in the Project to 
  qualify for LIHTC, unless such failure is the result of Force Majeure or unless 
  such failure is cured within 120 days after the end of the six-month period.
  
            (2) As provided in Section 6.2(a) hereof.
  
       (b) Notwithstanding any provision of Section 13.2(a), written notice of the
  removal  for  cause of the  General  Partner  shall be served  upon the  General
  Partner either by certified or by registered mail, return receipt requested,  or
  by personal  service.  Such notice  shall be served upon the General  Partner in
  conjunction  with a meeting of the Partners in  accordance  with Section 17.2 of
  this  Agreement.  With  the  Limited  Partner's  approval,  which  shall  not be
  unreasonably  withheld, the General Partner shall have a reasonable time to cure
  
                                         45
  <PAGE>
  
  any  default  which is of its  nature  not  susceptible  to cure  within 30 days
  provided  that  curative  action  is  commenced  promptly  upon  notice  and  is
  diligently pursued to completion within 60 days.
  
       (c) Upon receipt of such notice of removal for cause,  the General  Partner
  shall  cause an  accounting  to be prepared  covering  the  transactions  of the
  Partnership from the end of the previous fiscal year through the date of receipt
  of such  notice,  and  thereafter  it shall not sell or dispose  of  Partnership
  assets  under  any  circumstances.  The  accounting  shall be  completed  by the
  effective  date of the removal and shall be in  sufficient  detail to accurately
  and fully  reflect  the  earnings  or losses for the  period  and the  financial
  condition  of the  Partnership.  If the  General  Partner  fails  to  cause  the
  accounting to be prepared within 30 days of receipt of the notice of removal for
  cause then the Limited  Partner may cause the  accounting  to be  prepared.  The
  expenses of the accounting shall be borne by the General Partner.
  
       Section 13.3 Effects of a  Withdrawal.  In the event of a  Withdrawal,  the
  entire  Interest  of the  Withdrawing  General  Partner  shall  immediately  and
  automatically  terminate  on the  effective  date of such  Withdrawal,  and such
  General Partner shall immediately  cease to be a General Partner,  shall have no
  further right to participate  in the management or operation of the  Partnership
  or  the  Project  or to  receive  any  allocations  or  Distributions  from  the
  Partnership  or any  other  funds  or  assets  of  the  Partnership,  except  as
  specifically set forth below. In the event of a Withdrawal, any or all executory
  contracts,  including but not limited to the Management  Agreement,  between the
  Partnership  and  the  Withdrawing  General  Partner  or its  Affiliates  may be
  terminated by the Partnership within 30 days after such Withdrawal.
  
       Furthermore,  notwithstanding  such  Withdrawal,  the  Withdrawing  General
  Partner  shall  be and  shall  remain,  liable  as a  General  Partner  for  all
  liabilities  and  obligations  incurred  by the  Partnership  or by the  General
  Partner prior to the effective date of the  Withdrawal,  or which may arise upon
  such Withdrawal.  Any remaining Partner shall have all other rights and remedies
  against  the  Withdrawing  General  Partner  as  provided  by law or under  this
  Agreement.
  
       The  General  Partner  agrees that in the event of its  Withdrawal  it will
  indemnify  and hold the Limited  Partner  harmless  from and against all losses,
  costs and  expenses  incurred  in  connection  with the  Withdrawal,  including,
  without limitation,  all legal fees and other expenses of the Limited Partner in
  connection with the transaction.
  
       The  following  additional  provisions  shall  apply  in  the  event  of  a
  Withdrawal:
  
       (a) In the event of a Withdrawal  which is not an  Involuntary  Withdrawal,
  the  Withdrawing  General  Partner  shall have no further  right to receive  any
  
                                         46
  <PAGE>
  
  future  allocations or Distributions  from the Partnership or any other funds or
  assets of the Partnership,  nor shall it be entitled to receive or to be paid by
  the  Partnership  any further  payments of fees  (including fees which have been
  earned but are unpaid) or to be repaid any outstanding advances or loans made by
  it to the Partnership or to be paid any amount for its former Interest. From and
  after  the  effective  date  of  such  Withdrawal,  the  former  rights  of  the
  Withdrawing  General  Partner  to  receive  or  to  be  paid  such  allocations,
  Distributions,  funds, assets, fees or repayments shall be assigned to the other
  General Partner or General Partners (which may include the Limited Partner),  or
  if there is no other  general  partner of the  Partnership  at that time, to the
  Limited Partner.
  
       (b) In the  event of an  Involuntary  Withdrawal,  except  as  provided  in
  Section 13.3(b)(3) below, the Withdrawing  General Partner shall have no further
  right to receive any future allocations or Distributions from the Partnership or
  any other funds or assets of the Partnership,  provided that accrued and payable
  fees  (i.e.,  fees earned but unpaid as of the date of  Withdrawal)  owed to the
  Withdrawing  General  Partner,  and any  outstanding  loans  of the  Withdrawing
  General Partner to the  Partnership,  shall be paid to the  Withdrawing  General
  Partner in the manner and at the times such fees and loans  would have been paid
  had the Withdrawing  General Partner not Withdrawn.  The Interest of the General
  Partner shall be purchased as follows:
  
            (1) If the Involuntary Withdrawal arises from removal for cause as set
  forth in Section 13.2(a) hereof, the Withdrawn General Partner shall be entitled
  to receive as its sole  compensation  for its  Interest  in the  Partnership  an
  amount  equal to its  positive  Capital  Account  balance  determined  as of the
  effective  date of the  removal,  if  any,  payable  upon  the  dissolution  and
  termination of the Partnership  after all of the Partners have been  distributed
  the positive balances in their Capital Accounts.
  
            (2) If the Involuntary Withdrawal does not arise from  removal for 
  cause under Sections 13.2(a) or (b) hereof,  and if the Partnership is to be
  continued with one or more remaining or successor  General  Partner(s),  the
  Partnership, with the Consent of the Limited Partner, may, but is not obligated
  to, purchase the Interest of the  Withdrawing  General  Partner in  Partnership
  allocations, Distributions and capital. The purchase price of such Interest 
  shall be its Fair Market Value as determined by agreement between the 
  Withdrawing  General Partner and the Limited Partner,  or, if they cannot agree,
  by arbitration in accordance with the then current rules of the American 
  Arbitration Association. The cost of such arbitration  shall be borne equally 
  by the Withdrawing General Partner and the Partnership. The purchase price shall
  be  paid by the  Partnership  by delivering  to the  General  Partner  or its  
  representative  the  Partnership's non-interest  bearing  unsecured  promissory
  note payable,  if at all, from the General  Partner's  share of the Cash Flow 
  From  Operations in  accordance  with Section  11.1  herein  and if not paid in 
  
                                         47
  <PAGE>
  
  full then upon  liquidation of the  Partnership in accordance  with Section
  11.2(b).  The note shall also provide that the Partnership may prepay all or any
  part thereof without penalty.
  
            (3) If the Involuntary Withdrawal does not arise from removal for 
  cause under Sections 13.2(a) or (b) hereof,  and if the Partnership is to be 
  continued with  one  or  more  remaining  or  successor  General  Partner(s),  
  and  if the Partnership does not purchase the Interest of the Withdrawing 
  General Partner in Partnership allocations, Distributions and capital, then the
  Withdrawing General Partner shall retain its Interest in such items, but such
  Interest shall be held as a special limited partner.
  
       Section 13.4  Successor  General  Partner.  Upon the occurrence of an event
  giving rise to a Withdrawal of a General Partner, any remaining General Partner,
  or, if there be no remaining General Partner, the Withdrawing General Partner or
  its legal  representative,  shall  promptly  notify the Limited  Partner of such
  Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall
  have been sent as provided  herein,  the Limited Partner shall have the right to
  become a successor  General  Partner.  In order to effectuate  the provisions of
  this Section 13.4 and the  continuance of the  Partnership,  the Withdrawal of a
  General Partner shall not be effective until the expiration of 120 days from the
  date on which  occurred  the event  giving  rise to the  Withdrawal,  unless the
  Limited  Partner  shall have  elected to become a successor  General  Partner as
  provided  herein prior to  expiration  of such  120-day  period,  whereupon  the
  Withdrawal  of  the  General   Partner  shall  be  deemed   effective  upon  the
  notification of all the other Partners by the Limited Partner of such election.
  
       Section 13.5  Admission of  Additional  or Successor  General  Partner.  No
  Person shall be admitted as an additional or successor  General  Partner  unless
  (a) such  Person  shall  have  agreed to become a General  Partner  by a written
  instrument  which shall include the acceptance  and adoption of this  Agreement;
  (b) the  Consent of the  Limited  Partner to the  admission  of such Person as a
  substitute  General Partner,  which consent may be withheld in the discretion of
  the  Limited  Partner,  shall have been given;  and (c) such  Person  shall have
  executed and acknowledged any other  instruments which the Limited Partner shall
  reasonably  deem necessary or appropriate to affect the admission of such Person
  as a substitute General Partner. If the foregoing conditions are satisfied, this
  Agreement shall be amended in accordance with the provisions of the Act, and all
  other  steps  shall be taken  which  are  reasonably  necessary  to  effect  the
  Withdrawal  of the  Withdrawing  General  Partner  and the  substitution  of the
  successor  General  Partner.  Nothing  contained herein shall reduce the Limited
  Partner's Interest in the Partnership.
  
       Section 13.6 Transfer of Interest. Except as otherwise provided herein, the
  General  Partner  may not  Withdraw  from the  Partnership,  or  enter  into any
  agreement  as the  result of which any Person  shall  become  interested  in the
  
                                         48
  <PAGE>
  
  Partnership, without the Consent of the Limited Partner.
  
       Section  13.7 No  Goodwill  Value.  At no time during  continuation  of the
  Partnership shall any value ever be placed on the Partnership name, or the right
  to its use, or to the goodwill  appertaining to the Partnership or its business,
  either as among the Partners or for the purpose of determining  the value of any
  Interest,  nor shall the legal  representatives of any Partner have any right to
  claim any such  value.  In the event of a  termination  and  dissolution  of the
  Partnership as provided in this Agreement, neither the Partnership name, nor the
  right to its use, nor the same goodwill, if any, shall be considered as an asset
  of the  Partnership,  and no  valuation  shall be put thereon for the purpose of
  liquidation or distribution, or for any other purpose whatsoever.
  
                                     ARTICLE XIV
  
                            BOOKS AND ACCOUNTS, REPORTS,
                        TAX RETURNS, FISCAL YEAR AND BANKING
  
       Section 14.1 Books and Accounts.
  
       (a) The General Partner shall cause the Partnership to keep and maintain at
  its principal  executive  office full and complete books and records which shall
  include each of the following:
  
            (1) a current list of the full name and last known business or 
  residence address  of each  Partner  set forth in  alphabetical  order  together
  with the Capital Contribution and the share in Income and Losses of each 
  Partner; 
  
            (2) a copy of the Certificate of Limited  Partnership and all 
  certificates of amendment  thereto,  together with executed  copies of any
  powers of attorney pursuant to which any certificate has been executed;
  
            (3) copies of the Partnership's federal, state and local income  tax
  information returns and reports, if any, for the six most recent taxable years;
  
            (4) copies of the original of this Agreement and all amendments 
  thereto;
  
            (5) financial statements of the Partnership for the six most recent 
  fiscal years; and
  
            (6) the Partnership's books and records for at least the current and 
  past three fiscal years.
  
       (b) Upon the request of the Limited  Partner,  the  General  Partner  shall
  promptly  deliver to the Limited Partner,  at the expense of the Partnership,  a
  copy of the information set forth in Section 14.1(a) above.  The Limited Partner
  
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  <PAGE>
  
  shall have the right upon reasonable request and during normal business hours to
  inspect and copy any of the foregoing,  or any of the other books and records of
  the Partnership or the Project at its own expense.
  
       Section 14.2 Accounting Reports.
  
       (a) By March 1 of each calendar  year the General  Partner shall provide to
  the Limited Partner all tax  information  necessary for the preparation of their
  federal and state  income tax  returns and other tax returns  with regard to the
  jurisdiction(s)  in which the  Partnership is formed and in which the Project is
  located.
  
       (b) By March 1 of each calendar year the General  Partner shall send to the
  Limited  Partner:  (1) a  balance  sheet as of the end of such  fiscal  year and
  statements of income,  Partners' equity and changes in cash flow for such fiscal
  year prepared in accordance with generally  accepted  accounting  principles and
  accompanied by an auditor's  report  containing an opinion of the  Partnership's
  Accountants;  (2) a report (which need not be audited) of any Distributions made
  at any time during the fiscal year,  separately  identifying  Distributions from
  Cash Flow From  Operations  for the fiscal year,  Cash Flow From  Operations for
  prior years, Sale or Refinancing  Proceeds,  and reserves;  (3) a report setting
  forth the  amount  of all fees and  other  compensation  and  Distributions  and
  reimbursed  expenses paid by the  Partnership for the fiscal year to the General
  Partner or  Affiliates  of the General  Partner and the  services  performed  in
  consideration  therefor,  which  report  shall be verified by the  Partnership's
  Accountants,  with the method of verification to include, at a minimum, a review
  of the time records of individual  employees,  the costs of whose  services were
  reimbursed,  and a review of the specific  nature of the work  performed by each
  such employee, all in accordance with generally accepted auditing standards and,
  accordingly,  including  such  tests of the  accounting  records  and such other
  auditing   procedures   as  the   Accountants   consider   appropriate   in  the
  circumstances;  (4) a copy  of the  Project's  rent  roll  for the  most  recent
  calendar quarter;  (5) a statement signed by the General Partner  indicating the
  number of apartment  units which are occupied by  Qualified  Tenants;  and (6) a
  report of the significant activities of the Partnership during the year.
  
       (c) Within 60 days after the end of each fiscal  quarter in which a Sale or
  Refinancing of the Project occurs, the General Partner shall send to the Limited
  Partner  a report  as to the  nature  of the Sale or  Refinancing  and as to the
  Income  and  Losses  for tax  purposes  and  proceeds  arising  from the Sale or
  Refinancing.
  
       Section  14.3 Other  Reports.  The  General  Partner  shall  provide to the
  Limited Partner:
  
       (a) During the period of construction,  a copy of the initial  construction
  schedule and any updates to the construction  schedule,  and by the tenth day of
  each month a copy of the previous month's Construction Loan draw request and the
  
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  <PAGE>
  inspecting  architect's  application and  certification of payment (AIA Document
  G702, or similar form acceptable to the Limited Partner);
  
       (b) During the rent-up  phase,  and  continuing  until the end of the first
  six-month  period  during which the Project has a sustained  occupancy of 95% or
  better, by the tenth day of each month within such period a copy of the previous
  month's  rent  roll  (through  the last  day of the  month)  and a tenant  LIHTC
  compliance  worksheet  similar  to  the  monthly  initial  tenant  certification
  worksheet  included in Exhibit "G" attached  hereto and  incorporated  herein by
  this reference;
  
       (c) A  quarterly  tax credit  compliance  report  similar to the  worksheet
  included  in  Exhibit  "G" due on or before  April 30 of each year for the first
  quarter,  July 31 of each year for the second  quarter,  October 31 of each year
  for the third  quarter  and January 31 of each year for the fourth  quarter.  In
  order to  verify  the  reliability  of the  information  being  provided  on the
  compliance  report the Limited  Partner  may request a small  sampling of tenant
  files to be provided.  The sampling will include,  but not be limited to, copies
  of tenant  applications,  certifications  and third party  verifications used to
  qualify  tenants.  If any  inaccuracies  are  found to  exist on the tax  credit
  compliance report or any items of noncompliance are discovered then the sampling
  will be expanded as determined by the Limited Partner.
  
       (d) By September 15 of each year, an estimate of LIHTC for that year;
  
       (e)  During  the  Compliance  Period,  no  later  than  the  day  any  such
  certification is filed, copies of any certifications  which the Partnership must
  furnish to  federal  or state  governmental  authorities  administering  any Tax
  Credit  program  including,  but not  limited  to,  copies of all annual  tenant
  recertifications required under Section 42 of the Code;
  
       (f) A  quarterly  report  on  operations,  in the form  attached  hereto as
  Exhibit  "G",  due on or before  April 30 of each year for the first  quarter of
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year, and third party verification of current utility allowance;
  
       (g) By the annual  renewal date of each and every year, an executed copy or
  certified copy of each and every Insurance policy or certificate required by the
  terms of this Agreement;
  
                                         51
  <PAGE>
  
       (h) On or before March 15th of each calendar  year,  the General  Partner's
  updated financial statement as of December 31 of the previous year;
  
       (i) On or before December 15 of each calendar year, a copy of the following
  year's  proposed  operating  budget.  Each such budget  shall  contain an amount
  required  for  reserves in  accordance  with Article VIII and for the payment of
  real estate taxes, insurance, debt service and other payments; and
  
       (j) Notice of the  occurrence,  or of the likelihood of occurrence,  of any
  event  which  has  had a  material  adverse  effect  upon  the  Project  or  the
  Partnership,   including,  but  not  limited  to,  any  breach  of  any  of  the
  representations and warranties set forth in Section 9.11 of this Agreement,  and
  any inability of the  Partnership  to meet its cash  obligations  as they become
  payable, within ten days after the occurrence of such event.
  
       Section  14.4 Late  Reports.  If the General  Partner  does not fulfill its
  obligations  under  Sections  14.2(a) and (b) within the time  periods set forth
  therein, the General Partner,  using its own funds, shall pay as damages the sum
  of $100 per week (plus  interest at the rate  established by Section 6.3 of this
  Agreement)  to the  Limited  Partner  until  such  obligations  shall  have been
  fulfilled.  Such damages  shall be paid  forthwith by the General  Partner,  and
  failure to so pay shall  constitute  a material  default of the General  Partner
  hereunder and cause for removal under Section 13.2 hereof.  In addition,  if the
  General  Partner  shall so fail to pay, the General  Partner and its  Affiliates
  shall  forthwith  cease to be  entitled  to any fees  hereunder  (other than the
  Development  Fee) and/or to the payment of any Cash Flow From Operations or Sale
  or Refinancing  Proceeds to which the General  Partner may otherwise be entitled
  hereunder.  Payments  of fees and  Distributions  shall be  restored  only  upon
  payment of such damages in full.
  
       Section 14.5 Annual Site Visits. On an annual basis a representative of the
  Limited Partner,  at the Limited  Partner's  expense,  will conduct a site visit
  which will include,  in part,  an  inspection  of the property,  a review of the
  office and tenant files and an interview with the property manager.  The Limited
  Partner may, in its sole  discretion,  cancel all or any part of the annual site
  visit.
  
       Section  14.6 Tax  Returns.  The General  Partner  shall  cause  income tax
  returns for the Partnership to be prepared and timely filed with the appropriate
  federal, state and local taxing authorities.
  
       Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be the
  calendar  year or such other period as may be approved by the  Internal  Revenue
  Service for federal income tax purposes.
  
       Section 14.8 Banking.  All funds of the Partnership shall be deposited in a
  separate bank account or accounts as shall be determined by the General Partner.
  
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  <PAGE>
  
  All  withdrawals  therefrom shall be made upon checks signed by the General
  Partner or by any person authorized to do so by the General Partner. The General
  Partner  shall  provide to any Partner who requests same the name and address of
  the financial  institution,  the account number and other  relevant  information
  regarding any Partnership bank account.
  
       Section 14.9 Certificates and Elections.
  
       (a) The General  Partner  shall file the First Year  Certificate  within 90
  days  following  the  close of the  taxable  year  during  which  Completion  of
  Construction  occurs and thereafter shall timely file any certificates which the
  Partnership   must  furnish  to  federal  or  state   governmental   authorities
  administering the Tax Credit programs under Section 42 of the Code.
  
       (b) The General  Partner may, but is not required to, cause the Partnership
  to make or revoke  the  election  referred  to in  Section  754 of the Code,  as
  amended, or any similar provisions enacted in lieu thereof.
  
                                     ARTICLE XV
  
                        DISSOLUTION, WINDING UP, TERMINATION
                         AND LIQUIDATION OF THE PARTNERSHIP
  
       Section 15.1 Dissolution of Partnership. The Partnership shall be
  dissolved  upon the  expiration of its term or the earlier  occurrence of any of
  the following events:
  
       (a) The effective date of the Withdrawal or removal of the General Partner,
  unless (1) at the time there is at least one other General Partner (which may be
  the Limited  Partner if it elects to serve as successor  General  Partner  under
  Section 13.4  hereof) who will  continue as General  Partner,  or (2) within 120
  days  after the  occurrence  of any such  event the  Limited  Partner  elects to
  continue the business of the Partnership; or
  
       (b) The sale of the  Project  and the receipt in cash of the full amount of
  the proceeds of such sale.
  
       Notwithstanding  the foregoing,  however, in no event shall the Partnership
  terminate prior to the expiration of its term if such  termination  would result
  in a  violation  of the  Mortgage  Note or any other  agreement  with or rule or
  regulation of Bank of America,  Federal Savings Bank to which the Partnership is
  subject.
  
       Section 15.2 Return of Capital  Contribution  upon  Dissolution.  Except as
  provided in Sections  7.3, 7.4 and 7.6 of this  Agreement,  which  provide for a
  reduction or refund of the Limited Partner's Capital  Contribution under certain
  circumstances,  and which shall represent the personal obligation of the General
  Partner,  as well as the obligation of the Partnership,  each Partner shall look
  solely to the assets of the  Partnership for all  Distributions  with respect to
  
                                         53
  <PAGE>
  
  the  Partnership  (including the return of its Capital  Contribution)  and shall
  have no recourse  therefor (upon  dissolution or otherwise)  against any General
  Partner.  No Partner  shall have any right to demand  property  other than money
  upon dissolution and termination of the Partnership.
  
       Section  15.3   Distributions   of  Assets.   Upon  a  dissolution  of  the
  Partnership,  the  General  Partner  (or,  if there is no General  Partner  then
  remaining,  such other Person(s) designated as the liquidator of the Partnership
  by the  Limited  Partner or by the court in a judicial  dissolution)  shall take
  full account of the  Partnership  assets and liabilities and shall liquidate the
  assets as promptly as is consistent with obtaining the fair value thereof.
  
       (a) Upon  dissolution  and  termination,  after  payment  of,  or  adequate
  provision for, the debts and obligations of the Partnership  pursuant to Section
  11.2(a) through and including  11.2(c),  the remaining assets of the Partnership
  shall be distributed to the Partners in accordance with the positive balances in
  their Capital Accounts,  after taking into account all allocations under Article
  X hereof.
  
       (b) In the  event  that a General  Partner  has a  deficit  balance  in its
  Capital Account following the liquidation of the Partnership or its Interest, as
  determined  after taking into account all Capital  Account  adjustments  for the
  Partnership's  taxable  year in which  such  liquidation  occurs,  such  General
  Partner  shall pay to the  Partnership  the amount  necessary  to  restore  such
  deficit  balance  to  zero  in  compliance  with  Treasury   Regulation  Section
  1.704-1(b)(2)(ii)(b)(3).
  
       The deficit make-up shall be paid by the General Partner by the end of such
  taxable  year  and  shall,  upon  liquidation  of the  Partnership,  be  paid to
  creditors of the Partnership or distributed to other Partners in accordance with
  their positive Capital Account balances. Notwithstanding, if the Limited Partner
  has  become  successor  General  Partner,  it shall not be  responsible  for any
  deficit  balance in its Capital  Account  which arose during the time the former
  General Partner served as General Partner.
  
       (c)  With  respect  to  assets  distributed  in  kind  to the  Partners  in
  liquidation or otherwise:
  
            (1) unrealized appreciation or unrealized depreciation in the values 
  of such assets shall be deemed to be Income and Losses realized by the 
  Partnership immediately prior to the liquidation or other Distribution event; 
  and
  
            (2) such Income and Losses shall be allocated to the Partners in 
  accordance with Section 10.2 hereof,  and any property so distributed shall be 
  treated as a Distribution of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued  interest
  on any debt by which the property is encumbered.
  
                                         54
  <PAGE>
  
       (d) For the  purposes  of Section  15.3(c),  "unrealized  appreciation"  or
  "unrealized  depreciation"  shall mean the  difference  between  the Fair Market
  Value  of such  assets,  taking  into  account  the  Fair  Market  Value  of the
  associated  financing  but  subject  to  Section  7701(g)  of the Code,  and the
  Partnership's  adjusted basis in such assets for book purposes.  Section 15.3(c)
  is merely intended to provide a rule for allocating unrealized Income and Losses
  upon liquidation or other  Distribution  event, and nothing contained in Section
  15.3(c)  or  elsewhere  in this  Agreement  is  intended  to treat or cause such
  Distributions  to be treated as sales for value.  The Fair Market  Value of such
  assets shall be  determined  by an  independent  appraiser to be selected by the
  General Partner with the Consent of the Limited Partner.
  
       Section 15.4 Deferral of  Liquidation.  If at the time of  liquidation  the
  General  Partner or other  liquidator  shall determine that an immediate sale of
  part or all of the  Partnership  assets could cause undue loss to the  Partners,
  the  liquidator  may, in order to avoid  loss,  but only with the Consent of the
  Limited  Partner,  either defer  liquidation  and retain all or a portion of the
  assets or distribute  all or a portion of the assets to the Partners in kind. In
  the event that the  liquidator  elects to  distribute  such assets in kind,  the
  assets  shall  first  be  assigned  a  value  (by  appraisal  by an  independent
  appraiser)  and the  unrealized  appreciation  or  depreciation  in value of the
  assets shall be allocated to the Partners' Capital  Accounts,  as if such assets
  had been sold, in the manner  described in Section  10.2,  and such assets shall
  then be  distributed  to the  Partners  as  provided  herein.  In  applying  the
  preceding  sentence,  the  Project  shall not be  assigned a value less than the
  unamortized principal balance of any loan secured thereby.
  
       Section 15.5 Liquidation Statement. Each of the Partners shall be furnished
  with a statement  prepared  or caused to be  prepared by the General  Partner or
  other  liquidator,  which  shall set forth the  assets  and  liabilities  of the
  Partnership as of the date of complete  liquidation.  Upon  compliance  with the
  distribution  plan as outlined in Sections  15.3 and 15.4,  the Limited  Partner
  shall cease to be such and the General  Partner shall execute,  acknowledge  and
  cause to be filed those certificates referenced in Section 15.6.
  
       Section 15.6  Certificates of  Dissolution;  Certificate of Cancellation of
  Certificate of Limited Partnership.
  
       (a) Upon the  dissolution  of the  Partnership,  the General  Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
                                         55
  <PAGE>
  
       (b) Upon the completion of the winding up of the Partnership's affairs, the
  General  Partner  shall  cause  to be  filed  in the  office  of,  and on a form
  prescribed   by,  the  Secretary  of  State  of  the  State,  a  certificate  of
  cancellation  of the  Certificate  of Limited  Partnership.  The  certificate of
  cancellation  of the  Certificate  of  Limited  Partnership  shall set forth the
  Partnership's  name,  the Secretary of State's file number for the  Partnership,
  and any other  information  which the  General  Partner  determines  to  include
  therein.
  
                                     ARTICLE XVI
  
                                     AMENDMENTS
  
       This  Agreement  may be amended at any time by the  Limited  Partner.  This
  Agreement  may not be amended by the General  Partner  absent the Consent of the
  Limited Partner.  Notwithstanding  the foregoing,  no amendment shall change the
  Partnership to a general partnership;  extend the term of the Partnership beyond
  the date  provided for in this  Agreement;  modify the limited  liability of the
  Limited Partner;  allow the Limited Partner to take control of the Partnership's
  business  within the meaning of the Act;  reduce or defer the realization of any
  Partner's  interest  in  allocations,  Distributions,  capital  or  compensation
  hereunder, or increase any Partner's obligations hereunder,  without the consent
  of the Partner so affected; or change the provisions of this Article XVI.
  
                                    ARTICLE XVII
  
                                    MISCELLANEOUS
  
       Section 17.1 Voting Rights.
  
       (a) The  Limited  Partner  shall  have no  right to vote  upon any  matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
            (1) Approve or disapprove, but, except as otherwise expressly provided
  herein, not initiate, the Sale or Refinancing of the Project;
  
            (2) Remove the General Partner and elect a substitute General Partner 
  as provided in this Agreement;
  
            (3) Elect a successor General Partner upon the Withdrawal of the 
  General Partner;
  
            (4) Approve or disapprove, but not initiate, the dissolution of the
  Partnership; or
  
            (5) Subject to the provisions of Article XVI hereof, amend this 
  Agreement.
  
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  <PAGE>
  
       (b) On any matter  where the Limited  Partner has the right to vote,  votes
  may only be cast at a duly called meeting of the  Partnership or through written
  action without a meeting.
  
       (c) The Limited Partner shall have the right to consent to those actions or
  inactions of the  Partnership  and/or General  Partner as otherwise set forth in
  this  Agreement,  and the  General  Partner  is  prohibited  from any  action or
  inaction requiring such consent unless such consent has been obtained.
  
       Section 17.2 Meeting of  Partnership.  Meetings of the  Partnership  may be
  called  either (a) at any time by the General  Partner;  or (b) upon the General
  Partner's  receipt of a written or facsimile  request  from the Limited  Partner
  setting forth the purpose of such meeting.  Within ten days after receipt of the
  Limited  Partner's  written or  facsimile  request  for a meeting,  the  General
  Partner  shall provide all Partners  with written  notice of the meeting  (which
  shall be by telephone  conference,  or at the principal place of business of the
  Partnership or such other location referenced in the notice) to be held not less
  than 15 days nor more than 30 days after  receipt of such  written or  facsimile
  request from the Limited Partner,  which notice shall specify the time and place
  of such  meeting  and the purpose or purposes  thereof.  If the General  Partner
  fails to provide the written notice of the meeting within ten days after receipt
  of the Limited Partner's request to hold a meeting, then the Limited Partner may
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
       Section 17.3 Notices.  Any notice given  pursuant to this  Agreement may be
  served personally on the Partner to be notified,  or may be mailed,  first class
  postage prepaid,  to the following address,  or to such other address as a party
  may from time to time designate in writing:
  
       To the General Partner:  TRIANON-MESA VERDE, LLC 
                                4695 MacArthur Court, Suite 830, 
                                Newport Beach, California 92660
  
       To the Limited Partner:  WNC HOUSING TAX CREDIT FUND V, L.P.,  SERIES 4 
                                c/o WNC & ASSOCIATES, INC. 
                                3158 Redhill Ave., Suite 120
                                Costa Mesa, CA 92626-3416
  
       Section 17.4  Successors and Assigns.  All the terms and conditions of this
  Agreement  shall be binding upon and inure to the benefit of the  successors and
  assigns of the Partners.
  
                                         57
  <PAGE>
  
       Section  17.5  Recording  of  Certificate  of Limited  Partnership.  If the
  General Partner should deem it advisable to do so, the Partnership  shall record
  in the office of the County  Recorder of the county in which the principal place
  of business of the Partnership is located a certified copy of the Certificate of
  Limited  Partnership,  or any  amendment  thereto,  after  such  Certificate  or
  amendment has been filed with the Secretary of State of the State.
  
       Section 17.6 Amendment of Certificate of Limited Partnership.
  
       (a) The General  Partner shall cause to be filed,  within 30 days after the
  happening of any of the following  events,  an amendment to the  Certificate  of
  Limited Partnership reflecting the occurrence thereof:
  
            (1) A change in the name of the Partnership.
  
            (2) A change in the street address of the Partnership's principal 
  executive office.
  
            (3) A change in the address, or the Withdrawal, of a General Partner, 
  or a change in the address of the agent for service of process,  or appointment
  of a new agent for service of process.
  
            (4) The admission of a General Partner and that Partner's address.
  
            (5) The discovery by the General Partner of any false or erroneous 
  material statement contained in the Certificate of Limited  Partnership or any 
  amendment thereto.
  
       (b)  The  Certificate  of  Limited  Partnership  may  also  be  amended  in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
       (c) The General Partner shall cause the Certificate of Limited  Partnership
  to be amended, when required or permitted as aforesaid,  by filing a certificate
  of  amendment  thereto  in the  office  of,  and on a form  prescribed  by,  the
  Secretary of State of the State.  The  certificate of amendment  shall set forth
  the Partnership's name, the Secretary of State's file number for the Partnership
  and the text of the amendment.
  
       Section 17.7  Counterparts.  This  Agreement may be executed in one or more
  counterparts,  each of which shall be deemed an original,  and said counterparts
  shall  constitute  but one and the same  instrument  which may  sufficiently  be
  evidenced by one counterpart.
  
       Section 17.8 Captions.  Captions to and headings of the Articles,  Sections
  and  subsections  of this  Agreement  are  solely  for the  conveniences  of the
  parties,  are  not a part of  this  Agreement,  and  shall  not be used  for the
  
                                         58
  <PAGE>
  
  interpretation  or  determination  of the  validity  of  this  Agreement  or any
  provision hereof.
  
       Section 17.9 Saving  Clause.  If any  provision of this  Agreement,  or the
  application  of such  provision  to any  Person or  circumstance,  shall be held
  invalid,  the remainder of this Agreement,  or the application of such provision
  to Persons  or  circumstances  other than those as to which it is held  invalid,
  shall not be affected thereby.
  
       Section 17.10 Tax Matters Partners.  All the Partners hereby agree that WNC
  Housing, L.P. shall be the "Tax Matters Partner", if it accepts, pursuant to the
  Code and in connection  with any audit of the Federal  income tax returns of the
  Partnership;  provided, however, that if the Limited Partner shall withdraw from
  the Partnership or become Bankrupt,  the General Partner shall thereafter be the
  "Tax Matters  Partner".  If the Tax Matters  Partner shall determine to litigate
  any  administrative  determination  relating to federal  income tax matters,  it
  shall litigate such matter in such court as the Tax Matters Partner shall decide
  in its sole discretion. In discharging its duties and responsibilities,  the Tax
  Matters  Partner  shall act as a fiduciary  (i) to the  Limited  Partner (to the
  exclusion  of the other  Partners)  insofar  as tax  matters  related to the Tax
  Credits are concerned, and (ii) to all of the Partners in other respects.
  
       Section 17.11 Expiration of Compliance Period.
  
       (a)  Notwithstanding  any provision hereof to the contrary (other than this
  Section  17.11),  the Limited Partner shall have the right at any time after the
  beginning  of the last year of the  Compliance  Period to  require,  by  written
  notice to the  General  Partner,  that the  General  Partner  promptly  submit a
  written  request to the applicable  State Tax Credit Agency  pursuant to Section
  42(h) of the Code (or any  successor  provision)  that such  agency  endeavor to
  locate within one year from the date of such written request a purchaser for the
  Project who will  continue  to operate  the  Project as a  qualified  low income
  property, at a purchase price that is not less than the minimum amount set forth
  in Section 42(h)(6) of the Code (or any successor provision).  In the event that
  the State Tax Credit Agency  obtains an offer  satisfying  the conditions of the
  preceding  sentence,  the  General  Partner  shall  promptly  notify the Limited
  Partner in writing with respect to the terms and conditions of such offer,  and,
  if the Limited  Partner  notifies the General  Partner that such offer should be
  accepted,  the General  Partner shall cause the  Partnership  promptly to accept
  such offer and to proceed to sell the Project pursuant to such offer.
  
       (b)  Notwithstanding any other provision of this Agreement to the contrary,
  the  Limited  Partner  shall  have the  right at any time  after  the end of the
  Compliance  Period to require,  by written  notice to the General  Partner  (the
  "Required Sale Notice"),  that the General Partner promptly use its best efforts
  to obtain a buyer for the Project on the most  favorable  terms then  available.
  
                                         59
  <PAGE>
  
  The General  Partner  shall submit the terms of any proposed sale to the Limited
  Partner for its approval in the manner set forth in Section 17.11(a) hereof.  If
  the General  Partner shall fail to so obtain a buyer for the Project  within six
  months of receipt of the  Required  Sale Notice or if the Consent of the Limited
  Partner in its sole discretion  shall be withheld to any proposed sale, then the
  Limited  Partner  shall have the right at any time during the next six months to
  obtain a buyer for the Project on terms  acceptable to the Limited  Partner (but
  not less favorable to the Partnership than any proposed sale previously rejected
  by the  Limited  Partner).  In the event that the  Limited  Partner so obtains a
  buyer,  it shall notify the General Partner in writing with respect to the terms
  and  conditions  of the proposed  sale and the General  Partner  shall cause the
  Partnership  promptly to sell the Project to such buyer.  If the Limited Partner
  does not locate a buyer in the  applicable  six month  period then the  Partners
  shall cooperate to locate a buyer for the Project.
  
       (c) A sale of the  Project  prior to the end of the  Compliance  Period may
  only  take  place if the  conditions  of  Section  42(j)(6)  of the Code (or any
  successor provision) will be satisfied upon such sale by having the purchaser of
  the Project post the required bond on behalf of the Partnership.
  
       Section 17.12 Number and Gender.  All pronouns and any  variations  thereof
  shall be deemed to refer to the masculine,  feminine, neuter, singular or plural
  as the identity of the Person or Persons may require.
  
       Section 17.13 Entire Agreement.  This Agreement  together with all Exhibits
  constitutes  the entire  understanding  between the parties  with respect to the
  subject matter hereof and all prior  understandings  and agreements  between the
  parties,  written  or oral,  respecting  this  transaction  are  merged  in this
  Agreement.
  
       Section 17.14  Governing Law. This Agreement and its  application  shall be
  governed by the laws of the State.
  
       Section  17.15  Attorney's  Fees.  If a suit or  action  is  instituted  in
  connection  with an  alleged  breach of any  provision  of this  Agreement,  the
  prevailing party shall be entitled to recover,  in addition to costs,  such sums
  as the court may adjudge  reasonable as attorney's  fees,  including fees on any
  appeal.
  
       Section  17.16  Receipt  of  Correspondence.  The  Partners  agree that the
  General Partner shall send to the Limited  Partner a copy of any  correspondence
  relative to the Project's  noncompliance with the Mortgage Note, relative to the
  acceleration  of the Mortgage  Note and/or  relative to the  disposition  of the
  Project.
  
       Section 17.17 Security  Interest and Right of Set-Off.  As security for the
  performance  of the  respective  obligations to which any Partner may be subject
  under this Agreement, the Partnership shall have (and each Partner hereby grants
  to the  Partnership)  a security  interest  in all funds  distributable  to said
  
                                         60
  <PAGE>
  
  Partner to the extent of the amount of such obligation.
  
       IN  WITNESS  WHEREOF,  this  Amended  and  Restated  Agreement  of  Limited
  Partnership of MESA VERDE APARTMENTS,  LIMITED PARTNERSHIP, a New Mexico limited
  partnership, is made and entered into as of the 21st day of February, 1997.
  
                         GENERAL PARTNER
  
                         TRIANON-MESA VERDE, LLC, a New Mexico Limited 
                         Liability Company
  
                         By: TRIANON DEVELOPMENT CORPORATION, a California 
                             corporation, Member
  
                             By: /s/ Lester G. Day
                                      Lester G. Day, 
                                      President
  
                         By: FOUNDATION FOR SOCIAL RESOURCES, INC., a
                             Delaware non-profit corporation, Member
  
                             By: /s/ William W. Hirsch
                                     William W. Hirsch, 
                                     President
  
                         WITHDRAWING GENERAL PARTNER
  
                         Trianon Development Corporation,
                         a California corporation
  
                         By: /s/ Lester G. Day
                                 Lester G. Day, 
                                 President
  
                         Foundation for Social Resources, Inc.,
                         a Delaware non-profit corporation
  
                         By: /s/ William W. Hirsch
                                 William W. Hirsch, 
                                 President
  
                         WITHDRAWING ORIGINAL LIMITED PARTNER
  
                         TRIANON DEVELOPMENT CORPORATION, a California
                         corporation
  
                         By: /s/ Lester G. Day
                                 Lester G. Day, 
                                 President
   
  Signatures continued on next page....
  
                                         61
  <PAGE>
  
  
                          LIMITED PARTNER
  
                          WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
                          a California limited partnership
  
                          By:  WNC & ASSOCIATES, INC.,
                               a California corporation
                               General Partner
  
                               By: /s/ John B. Lester, Jr.
                                       John B. Lester, Jr., 
                                       President
  
                                         62
  <PAGE>
  
  
  
  
  
                         EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  PARCEL 1:
  
  Lot 2, of West Springs East, a  subdivision,  in the City of Roswell,  County of
  Chaves  and State of New  Mexico,  as shown on the  Official  Plat  filed in the
  Chaves County Clerk's Office on December 19, 1989 and recorded in Book M of Plat
  Records, at Page 47.
  
  PARCEL 2:
  
  The South 355 feet of the  SW1/4NE1/4 of Section 6 in Township 11 South of Range
  24 East of New Mexico  Principal  Meridian,  in the City of  Roswell,  County of
  Chaves and State of New Mexico,  EXCEPT the West 187.45 feet  thereof and EXCEPT
  so much thereof as is within the  right-of-way of West Bland Street,  and EXCEPT
  so much thereof as was subdivided  into West Springs Summary Plat in the City of
  Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat
  filed in the Chaves County  Clerk's  Office on February 27, 1996 and recorded in
  Book K of Plat Records, at Page 43.
  
  
  
                                        A-1
  <PAGE>
  
                         EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
  Ladies and Gentlemen:
  
       You  have  requested  our  opinion  with  respect  to  certain  matters  in
  connection with the investment by WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
  a  California  limited   partnership  (the  "Limited  Partner")  in  MESA  VERDE
  APARTMENTS,  LIMITED  PARTNERSHIP  (the  "Partnership"),  a New  Mexico  limited
  partnership  formed  to  own,  develop,  (construct/-rehabilitate)  finance  and
  operate an apartment complex for low-income persons (the "Apartment Complex") in
  Roswell,  Chaves County,  New Mexico.  The general partner(s) of the Partnership
  (is/are) TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company.
  
       In rendering the opinions  stated  below,  we have examined and relied upon
  the following:
  
       (i) [Certificate of Limited Partnership];
  
       (ii) [Agreement of Limited Partnership] (the "Partnership Agreement");
  
       (iii) A preliminary  reservation letter from [State Allocating Agency] (the
  "State Agency") dated _________,  199___ conditionally awarding $_______________
  in Federal tax credits  annually for each of ten years and  $_______________  in
  California  tax  credits  annually  for  each of four  years  for the  Apartment
  Complex; and
  
       (iv) Such  other  documents,  records  and  instruments  as we have  deemed
  necessary  in order to enable  us to render  the  opinions  referred  to in this
  letter.
  
       For purposes of rendering  the opinions  stated below we have assumed that,
  in those cases in which we have not been involved  directly in the  preparation,
  execution or the filing of a document,  that (a) the document  reviewed by us is
  an original document, or a true and accurate copy of the original document,  and
  has not been subsequently  amended, (b) the signatures on each original document
  are genuine,  and (c) each party who executed the document had proper  authority
  and capacity.
  
                                        B-1
  <PAGE>
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & ASSOCIATES, Inc.
  ______________, 199__
  Page 2
  
  
  Based on the foregoing we are of the opinion that:
  
       (a)   ________________________,   one  of  the  General   Partners,   is  a
  [corporation/partnership] duly formed and validly existing under the laws of the
  State of  _____________________  and has full power and  authority to enter into
  and    perform    its    obligations    under   the    Partnership    Agreement.
  _____________________,    one   of   the   other   General   Partners,    is   a
  [corporation/partnership] duly formed and validly existing under the laws of the
  State of  __________________  and has full power and authority to enter into and
  perform its obligations under the Partnership Agreement.
  
       (b) The  Partnership  is a limited  partnership  duly  formed  and  validly
  existing under the laws of the State of New Mexico.
  
       (c) The  Partnership  is validly  existing under and subject to the laws of
  New   Mexico    with   full    power   and    authority    to   own,    develop,
  [construct/rehabilitate],  finance  and  operate  the  Apartment  Complex and to
  otherwise conduct business under the Partnership Agreement.
  
       (d) Execution of the  Partnership  Agreement by the General  Partner(s) has
  been duly and validly  authorized by or on behalf of the General Partner(s) and,
  having been executed and delivered in accordance with its terms, the Partnership
  Agreement constitutes the valid and binding agreement of the General Partner(s),
  enforceable in accordance with its terms.
  
       (e) The execution and delivery of the Partnership  Agreement by the General
  Partner(s)  does not conflict with and will not result in a breach of any of the
  terms,  provisions or conditions of any agreement or instrument known to counsel
  to which any of the General Partner(s) or the Partnership is a party or by which
  any of them may be bound, or any order,  rule, or regulation to be applicable to
  any of such parties of any court or governmental body or  administrative  agency
  having jurisdiction over any of such parties or over the property.
  
       (f) To the best of  counsel's  knowledge,  after due  inquiry,  there is no
  litigation  or  governmental   proceeding  pending  or  threatened  against,  or
  involving the Apartment  Complex,  the  Partnership or any General Partner which
  would  materially  adversely  affect the  condition  (financial or otherwise) or
  business of the Apartment Complex, the Partnership or any of the Partners of the
  Partnership.
  
       (g) The Limited  Partner has been admitted to the  Partnership as a limited
  partner of the Partnership  under  __________ law and are entitled to all of the
  rights of limited partners under the Partnership Agreement.  Except as described
  
                                        B-2
  <PAGE>
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & ASSOCIATES, Inc.
  ______________, 199__
  Page 3
  
  in the  Partnership  Agreement,  no person  is a partner  of or has any legal or
  equitable  interest  in the  Partnership,  and all former  partners of record or
  known to counsel have validly  withdrawn from the  Partnership and have released
  any  claims  against  the  Partnership  arising  out of their  participation  as
  partners therein.
  
       (h) Liability of the Limited  Partner for obligations of the Partnership is
  limited to the amount of the Limited Partner's capital contributions required by
  the Partnership Agreement.
  
       (i) Neither  the  General  Partner(s)  of the  Partnership  nor the Limited
  Partner  will have any  liability  for the Mortgage  Note or the  Mortgage  Loan
  represented  thereby (as those terms are defined in the  Partnership  Agreement,
  and the  lender of the  Mortgage  Loan will  look  only to its  security  in the
  Apartment Complex for repayment of the Mortgage Loan.
  
       (j) The Partnership owns a fee simple interest in the Apartment Complex.
  
       (k) To the best of our actual knowledge and belief,  after due inquiry, the
  Partnership  has obtained all consents,  permissions,  licenses,  approvals,  or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
       (l) The  Apartment  Complex has obtained a preliminary  reservation  of low
  income housing tax credits ("LIHTC") from the State Agency. the final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
       All of the  opinions  set forth above are  qualified to the extent that the
  validity  of any  provision  of any  agreement  may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  have not examined,  and we express no opinion with respect to, the applicability
  
                                        B-3
  <PAGE>
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & ASSOCIATES, Inc.
  ______________, 199__
  Page 4
  
  
  of, or liability under, any Federal, state or local law, ordinance or regulation
  governing or  pertaining  to  environmental  matters,  hazardous  wastes,  toxic
  substances or the like.
  
       We express no opinion as to any matter except those set forth above.  These
  opinions are rendered for use by the Limited Partner and its legal counsel which
  will rely on this opinion in connection  with federal  income tax opinions to be
  rendered by that firm.  This  opinion may not be  delivered to or relied upon by
  any other person or entity without our express written consent.
  
  Sincerely,
  
  
  
  
  __________________________
  
                                        B-4
  <PAGE>
  
                         EXHIBIT C TO PARTNERSHIP AGREEMENT
  
                             CERTIFICATION AND AGREEMENT
  
       CERTIFICATION AND AGREEMENT made as of the date written below by MESA
  VERDE APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited  partnership (the
  "Partnership");  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company
  (the  "General  Partner");  and TRIANON  DEVELOPMENT  CORPORATION,  a California
  corporation (the "Original  Limited Partner") for the benefit of WNC HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4, a California limited partnership (the "Investment
  Partnership"), and WNC & ASSOCIATES, INC. ("WNC").
  
       WHEREAS, the Partnership proposes to admit the Investment  Partnership as a
  limited partner thereof pursuant to an Amended and Restated Agreement of Limited
  Partnership of the Partnership (the "Partnership Agreement"), in accordance with
  which the Investment  Partnership will make substantial capital contributions to
  the Partnership; and
  
       WHEREAS,  the  Investment  Partnership  and WNC have  relied  upon  certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
       NOW,  THEREFORE,  to induce the  Investment  Partnership  to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
       1.  Representations,  Warranties  and  Covenants  of the  Partnership,  the
  General Partner and the Original Limited Partner
  
       The  Partnership,  the General  Partner and the  Original  Limited  Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
       1.1 The  Partnership  is duly  organized  and in good standing as a limited
  partnership  pursuant to the laws of the state of its formation  with full power
  and authority to own its apartment complex (the "Apartment Complex") and conduct
  its business;  the  Partnership,  the General  Partner and the Original  Limited
  Partner   have  the  power  and   authority  to  enter  into  and  perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  
                                        C-1
  <PAGE>
  
  its terms and consummation of the transactions contemplated hereunder do not and
  will not conflict  with or result in a violation,  breach or  termination  of or
  constitute a default  under (or would not result in such a conflict,  violation,
  breach,  termination  or default with the giving of notice or passage of time or
  both) any other  agreement,  indenture or instrument by which the Partnership or
  any General Partner or Original Limited Partner is bound or any law, regulation,
  judgment,  decree or order  applicable to the Partnership or any General Partner
  or  Original  Limited  Partner  or  any of  their  respective  properties;  this
  Certification  and Agreement  constitutes the valid and binding agreement of the
  Partnership,  the General Partner and the Original Limited Partner,  enforceable
  against each of them in accordance with its terms.
  
       1.2 The General Partner has delivered to the Investment Partnership, WNC or
  their  affiliates  all  documents and  information  which would be material to a
  prudent investor in deciding  whether to invest in the Partnership.  All factual
  information  provided to the  Investment  Partnership,  WNC or their  affiliates
  either in writing or orally,  did not, at the time  given,  and does not, on the
  date hereof,  contain any untrue statement of a material fact or omit to state a
  material fact required to be stated  therein or necessary to make the statements
  therein not misleading in light of the circumstances under which they are made.
  
       1.3 Each of the representations and warranties contained in the Partnership
  Agreement is true and correct as of the date hereof.
  
       1.4 Each of the covenants and agreements of the Partnership and the General
  Partner  contained in the  Partnership  Agreement has been duly performed to the
  extent that  performance of any covenant or agreement is required on or prior to
  the date hereof.
  
       1.5 All  conditions  to  admission  of the  Investment  Partnership  as the
  investment  limited  partner of the  Partnership  contained  in the  Partnership
  Agreement have been satisfied.
  
       1.6 No  default  has  occurred  and is  continuing  under  the  Partnership
  Agreement  or any of the  Project  Documents  (as such  term is  defined  in the
  Partnership Agreement) for the Partnership.
  
       1.7 The  Partnership  will  allocate to the Limited  Partner the  Projected
  Annual Tax Credits.
  
       1.8 The General  Partner agrees to take all actions  necessary to claim the
  Projected Tax Credit, including,  without limitation, the filing of Form(s) 8609
  with the Internal Revenue Service.
  
                                        C-2
  <PAGE>
  
       1.9 No  person or  entity  other  than the  Partnership  holds  any  equity
  interest in the Apartment Complex.
  
       1.10 The Partnership has the sole responsibility to pay all maintenance and
  operating   costs,   including  all  taxes  levied  and  all  insurance   costs,
  attributable to the Apartment Complex.
  
       1.11 The Partnership, except to the extent it is protected by insurance and
  excluding  any  risk  borne  by  lenders,  bears  the  sole  risk of loss if the
  Apartment  Complex is destroyed  or  condemned  or there is a diminution  in the
  value of the Apartment Complex.
  
       1.12 No  person  or  entity  except  the  Partnership  has the right to any
  proceeds,  after payment of all  indebtedness,  from the sale,  refinancing,  or
  leasing of the Apartment Complex.
  
       2. Miscellaneous
  
       2.1 This  Certification and Agreement is made solely for the benefit of the
  Investment  Partnership and WNC, and their respective  successors and assignees,
  and no other person  shall  acquire or have any right under or by virtue of this
  Agreement.
  
       2.2  This   Certification   and   Agreement  may  be  executed  in  several
  counterparts,  each of which  shall be  deemed to be an  original,  all of which
  together shall constitute one and the same instrument.
  
       2.3 Capitalized terms used but not defined in this Certification  Agreement
  shall have the meanings given to them in the Partnership Agreement.
  
       IN WITNESS WHEREOF, this Certificate and Agreement is made and entered into
  as of the ____ day of ____________________ , 1997.
  
  PARTNERSHIP
  
  MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability
  Company, General Partner
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
           By: /s/ Lester G. Day
                   Lester G. Day,
                    President
  
  Signatures continued on next page. .  .
  
                                        C-3
  <PAGE>
  
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a
           Delaware non-profit corporation,
           Member
  
  
           By:  /s/ William W. Hirsch
                    William W. Hirsch,
                    President
  
  GENERAL PARTNER
  
  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
  
           By:  /s/ Lester G. Day
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a
           Delaware non-profit corporation, Member
  
  
           By:  /s/ Michael Hirsch
                    Michael Hirsch,
                    President
  
  
  ORIGINAL LIMITED PARTNER
  
  TRIANON DEVELOPMENT CORPORATION, a California corporation
  
  By:  /s/ Lester G. Day
           Lester G. Day,
           President
  
  
                                        C-4
  <PAGE>
  
  
  
  
  <PAGE>
  
  
  
  
                       EXHIBIT D TO THE PARTNERSHIP AGREEMENT
  
  
                            GENERAL PARTNER CERTIFICATION
  
       This  General  Partner  Certification  is being  issued to WNC  HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4 ("Limited  Partner") by TRIANON-MESA VERDE, LLC, a
  New Mexico  Limited  Liability  Company  (the  General  Partner")  of MESA VERDE
  APARTMENTS,    LIMITED   PARTNERSHIP,   a   New   Mexico   limited   partnership
  ("Partnership")  in  accordance  with  Section 7.2 of the  Amended and  Restated
  Agreement of Limited Partnership of the Partnership ("Partnership Agreement").
  
       Capitalized   terms  used  but  not   defined  in  this   General   Partner
  Certification  shall  have  the  meanings  given  to  them  in  the  Partnership
  Agreement.
  
       WHEREAS, the Limited Partner is scheduled to make a Capital Contribution to
  the Partnership;
  
       WHEREAS,  the Partnership  Agreement  requires the General Partner to issue
  this Certification prior to the Limited Partner's payment; and
  
       WHEREAS, the Limited Partner shall rely on this Certification in evaluating
  the continued merits of its investment in the Partnership;
  
       NOW, THEREFORE, to induce the Limited Partner to make its scheduled Capital
  Contribution to the Partnership, the General Partner represents and
  warrants to the Limited  Partner that the following are true, or as the case may
  be, will be true as of the date written below:
  
       (a)  The  Partnership  is a  duly  organized  limited  partnership  validly
  existing  under  the  laws  of the  State  and  has  complied  with  all  filing
  requirements  necessary  for the  protection  of the  limited  liability  of the
  Limited Partner.
  
       (b) The Partnership  Agreement and the applicable  Project Documents are in
  full force and effect and neither the  Partnership nor the General Partner is in
  breach or violation of any provisions thereof.
  
       (c)  Improvements  will be completed in a timely and workmanlike  manner in
  accordance with all applicable requirements of the Mortgage Loan, all applicable
  requirements  of all  appropriate  governmental  entities and  substantially  in
  accordance  with the plans and  specifications  of the Project that have been or
  shall be  hereafter  approved  by Bank of  America,  Federal  Savings  Bank,  if
  
                                        D-1
  <PAGE>
  
  required,   and  all  applicable   governmental  entities,  as  such  plans  and
  specifications  may be changed  from time to time with the  approval  of Bank of
  America,  Federal Savings Bank and any applicable governmental entities, if such
  approval shall be required.
  
       (d) The  Project  is  being  operated  in  accordance  with  standards  and
  procedures  which are prudent and  customary  for the  operation  of  properties
  similar to the Project.
  
       (e)  Additional  Improvements  on the Project,  if any,  shall be completed
  substantially   in  conformity   with  the  Project   Documents  and  any  other
  requirements necessary to obtain Completion of Construction.
  
       (f) No Partner has or will have any personal  liability with respect to, or
  has or will have personally guaranteed the payment of, the Mortgage.
  
       (g) The  Partnership is in compliance with all  construction  and use codes
  applicable  to the Project and is not in violation of any zoning,  environmental
  or similar regulations applicable to the Project.
  
       (h) All appropriate public utilities,  including sanitary and storm sewers,
  water,  gas and  electricity,  are  currently  available  and will be  operating
  properly  for all  units  in the  Project  at the time of  first  occupancy  and
  generally throughout the term of the Partnership.
  
       (i) The Project has  obtained,  or will obtain  before  Permanent  Mortgage
  Commencement,  and  will  maintain  throughout  the  term  of  this  Partnership
  Insurance written by an Insurance Company.
  
       (j) The Partnership owns the fee simple interest in the Project.
  
       (k) The Construction Contract has been entered into between the Partnership
  and  the  Contractor;  no  other  consideration  or fee  shall  be  paid  to the
  Contractor other than amounts set forth in the Construction Contract.
  
       (l) A builder's risk insurance  policy in favor of the Partnership  will be
  and is in full force and effect until Completion of Construction.
  
       (m) Except as otherwise  disclosed to the Limited  Partner in writing prior
  to the  execution  of the  Partnership  Agreement,  to the  best of the  General
  Partner's  knowledge:  (1) no  Hazardous  Substance  has been  disposed  of,  or
  released  to or from,  or  otherwise  now exists in,  on,  under or around,  the
  Project and (2) no aboveground or underground storage tanks are now or have ever
  
                                        D-2
  <PAGE>
  
  been  located on or under the Project.  The General  Partner will not install or
  allow to be  installed  any  aboveground  or  underground  storage  tanks on the
  Project.  The General  Partner  covenants that the Project shall be kept free of
  Hazardous  Materials  and shall not be used to  generate,  manufacture,  refine,
  transport,  treat,  store,  handle,  dispose  of,  transfer,  produce or process
  Hazardous  Materials,  except in  connection  with the  normal  maintenance  and
  operation of any portion of the project.  The General  Partner shall comply,  or
  cause there to be compliance, with all applicable Federal, state and local laws,
  ordinances,  rules and regulations with respect to Hazardous Materials and shall
  keep,  or cause to be kept,  the  Project  free and clear of any  liens  imposed
  pursuant to such laws,  ordinances,  rules and regulations.  The General Partner
  shall  promptly  notify  the  Limited  Partner in  writing  (3) if it knows,  or
  suspects or believes there may be any Hazardous  Substance in or around any part
  of the  Project,  any  Improvements  constructed  on the  Project,  or the soil,
  groundwater or soil vapor,  (4) if the General Partner or the Partnership may be
  subject to any threatened or pending  investigation by any  governmental  agency
  under any law,  regulation or ordinance  pertaining to any Hazardous  Substance,
  and (5) of any claim made or threatened by any Person, other than a governmental
  agency,  against the  Partnership or General Partner arising out of or resulting
  from any Hazardous Substance being present or released in, on or around any part
  of the Project.
  
       (n) To the best of its  knowledge and belief,  the General  Partner has not
  executed and will not execute any agreements with provisions  contradictory  to,
  or in opposition to, the provisions of the Partnership Agreement.
  
       (o) The  Partnership  will  allocate to the Limited  Partner the  Projected
  Annual Tax Credits.
  
       (p) To the best of its actual  knowledge  and belief,  after due inquiry no
  charges or encumbrances exist with respect to the Project other than those which
  are created or  permitted  by the Project  Documents or are noted or excepted in
  the title policy for the Project.
  
       (q) The  buildings on the Project  site  constitute  or shall  constitute a
  "qualified  low-income housing project" as defined in Section 42(g) of the Code,
  and as amplified by the Treasury Regulations thereunder. In this connection, not
  later than  December 31 of the first year in which the Partners  elect the LIHTC
  to  commence  in  accordance  the Code,  the  Project  will  satisfy the Minimum
  Set-Aside Test.
  
       (r) The General Partner has not lent or otherwise advanced any funds to the
  Partnership  other than its  Capital  Contribution  and the  Partnership  has no
  unsatisfied  obligation to make any payments of any kind to the General  Partner
  or any Affiliate  thereof,  except as may be provided in accordance with Section
  
                                        D-3
  <PAGE>
  
  6.2 or 6.3 of this Partnership Agreement.
  
       (s) To the best of its  knowledge and belief,  no event has occurred  which
  constitutes a material default under any of the Project Documents.
  
       (t) To the best of its  knowledge and belief,  no event has occurred  which
  has caused, and the General Partner has not acted in any manner which will cause
  (1) the  Partnership  to be  treated  for  federal  income  tax  purposes  as an
  association taxable as a corporation,  (2) the Partnership to fail to qualify as
  a limited partnership under the Act, or (3) the Limited Partner to be liable for
  Partnership  obligations;  provided however, the General Partner shall not be in
  breach of this  representation if all or a portion of a Limited Partner's agreed
  upon Capital Contributions are used to satisfy the Partnership's  obligations to
  creditors of the Partnership and such action by the General Partner is otherwise
  authorized  under this  Agreement  and;  provided  further,  however the General
  Partner shall not be in breach of this  representation if the action causing the
  Limited  Partner to be liable for the  Partnership  obligations is undertaken by
  the Limited Partner.
  
       (u)  No  legal  actions  or  proceedings  before  any  court,   commission,
  administrative  body  or  other  governmental  authority,  and/or  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project, have occurred the continuing effect of which has: (1)
  materially  and  adversely  affected  the  operation of the  Partnership  or the
  Project;  (2)  materially  and  adversely  affected  the  ability of the General
  Partner to perform its  obligations  hereunder or under any other agreement with
  respect to the Project;  or (3) prevented the completion of  construction of the
  Improvements in substantial  conformity with the Project  Documents,  other than
  legal  proceedings which have been bonded against (or as to which other adequate
  financial  security has been issued) in a manner as to indemnify the Partnership
  against  loss;  provided  however  the  foregoing  does not apply to  matters of
  general applicability which would adversely affect the Partnership,  the General
  Partner,  Affiliates of the General  Partner or the Project only insofar as they
  or any of them are part of the general public.
  
       (v) Neither the Partnership  nor the General  Partner has any  liabilities,
  contingent or otherwise, which have not been disclosed in writing to the Limited
  Partner and which in the aggregate  materially affect the ability of the Limited
  Partner to obtain the anticipated benefits of its investment in the Partnership.
  
       (w) The  General  Partner  has and shall  maintain a net worth  equal to at
  least  $500,000  computed  in  accordance  with  generally  accepted  accounting
  principles.
  
                                        D-4
  <PAGE>
  
       IN WITNESS  WHEREOF,  the undersigned  have set their hands to this General
  Partner Certification this _______ day of ______________________, 1997.
  
  GENERAL PARTNER
  
  
  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
  
           By:  /s/ Lester G. Day
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a
           Delaware non-profit corporation, Member
  
  
           By:  /s/ Michael Hirsch
                    Michael Hirsch,
                    President
  
  
  
                                        D-5
  <PAGE>
  
                         EXHIBIT E TO PARTNERSHIP AGREEMENT
  
                           FORM OF COMPLETION CERTIFICATE
  
              (to be used when construction [rehabilitation] completed)
  
  
                               COMPLETION CERTIFICATE
  
  
  The  undersigned,  an architect duly licensed and registered in the State of New
  Mexico,  has prepared final working plans and detailed  specifications  for MESA
  VERDE APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited  partnership (the
  "Partnership"),  between  WNC  HOUSING  TAX  CREDIT  FUND V,  L.P.,  SERIES 4, a
  California  limited  partnership  ("Limited  Partner")  and the  Partnership  in
  connection  with the  construction  [rehabilitation]  of improvements on certain
  real   property   located  in   Roswell,   Chaves   County,   New  Mexico   (the
  "Improvements").
  
  The undersigned  hereby certifies (i) that the Improvements  have been completed
  in accordance with the aforesaid plans and specifications, (ii) that a permanent
  certificate  of occupancy and all other  permits  required for the continued use
  and occupancy of the  Improvements  have been issued with respect thereto by the
  governmental agencies having jurisdiction  thereof,  (iii) that the Improvements
  are in compliance with all  requirements  and  restrictions of all  governmental
  authorities  having  jurisdiction  over  the  Improvements,  including,  without
  limitation,  all applicable zoning,  building,  environmental,  fire, and health
  ordinances, rules and regulations and (iv) that all contractors,  subcontractors
  and  workmen  who worked on the  Improvements  have been paid in full except for
  normal retainages and amounts in dispute.
  
  
  
  ___________________________________
  Project Architect
  
  Date:  ____________________________
  
  
  
  Confirmed by:
  
  
  ___________________________________
  General Partner
  
  Date:  ____________________________
  
  
                                        E-1
  <PAGE>
                         EXHIBIT F TO PARTNERSHIP AGREEMENT
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  
  
  _______________, 199____
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & Associates, Inc.
  3158 Redhill Ave., Suite 120
  Costa Mesa, California 92626
  
  RE:  Partnership
       Certification as to Amount
       of Eligible Tax Credit Base
  
  Gentlemen:
  
  In  connection  with the  acquisition  by WNC  HOUSING  TAX CREDIT FUND V, L.P.,
  SERIES 4 (the "Limited Partner") of a limited partnership interest in MESA VERDE
  APARTMENTS,   LIMITED  PARTNERSHIP,   a  New  Mexico  limited  partnership  (the
  "Partnership")  which owns a certain  parcel of land located in Roswell,  Chaves
  County, New Mexico and improvements thereon (the "Project"), the Limited Partner
  has  requested  our  certification  as to the amount of  low-income  housing tax
  credits ("Tax  Credits")  available with respect to the Project under Section 42
  of the Internal  Revenue Code of 1986, as amended (the  "Code").  Based upon our
  review  of  [the  financial  information  provided  by the  Partnership]  of the
  Partnership,  we are prepared to file the Federal  information tax return of the
  Partnership claiming annual Tax Credits in the amount of $_______________, which
  amount is based on an eligible  basis (as defined in Section  42(d) of the Code)
  of the Project of  $________________,  a qualified  basis (as defined in Section
  42(c) of the  Code)  of the  Project  of  $_________________  and an  applicable
  percentage (as defined in Section 42(b) of the Code) of _____%.
  
  Sincerely,
  
  
  _______________________________
  
                                        F-1
  <PAGE>
                                REPORT OF OPERATIONS
  
                   QUARTER ENDED:____________________________,199X
  
  -------------------------------------       -----------------------------------
  LOCAL PARTNERSHIP:
  -------------------------------------       -----------------------------------
  
  -------------------------------------       -----------------------------------
  GENERAL PARTNER:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  FIRM NAME:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  
  -------------------------------------       -----------------------------------
  PROPERTY NAME:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
                                              -----------------------------------
  -------------------------------------       -----------------------------------
  RESIDENT MANAGER:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  
  -------------------------------------       -----------------------------------
  ACCOUNTANT:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  FIRM:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  
  ------------------------------------       -----------------------------------
  MANAGEMENT COMPANY
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CONTACT:
  -------------------------------------       -----------------------------------
  
  -------------------------------------------------------------------------------
  
                                OCCUPANCY INFORMATION
  
   
  A. Number of Units_____ Number of RA Units_____ Number of Section 8 Tenants ____
                       
  
  B. Occupancy for the Quarter has: Increased ____ Decreased_____ 
                                    Remained the Same _____
                                          
  
  C. Number of:  Move-Ins ______   Move-Outs __________   % of Occupancy ______
                                                   
                                                   
  D. Average length of tenant residency:   1-6 months ______   6-12 months ______
                                                                       
                                           1-3 years  ______   Over 4 years_____
                                                                         
  E. Number of Basic rent qualified applicants on waiting list:  ________
        
  F. If the  apartments  are less than 90% occupied,  please  explain why and
  describe what efforts are being made to lease-up remaining units.
  
   ___________________________________________________________________________
  
  G. On site manager:   Full Time__________  Part Time____________.
  
     If part-time, the number of hours per week_____________.
  
  
  
                                        G-1
  <PAGE>
  
                               OPERATIONAL INFORMATION
  
                  Rent Schedule and Increases from Previous Quarter
  
                               
                         Number     Monthly Rent         Rent Increases  Effective
                         of Units   Basic / Market    Amount    Percent    Date
                         
  
  1 Bedroom              ________   ______________    _________________  ________
  
  2 Bedroom              ________   ______________    _________________  ________
  
  3 Bedroom              ________   ______________    _________________  ________
  
  
                                PROPOSED MAINTENANCE
  
  
                                         Completed        Funded by
     Type                Description        or            Operations or    Amount
                                          Planned         Reserves
  ------------------------------------------------------------------------------
  Interior Painting
  ------------------------------------------------------------------------------
  Exterior Painting
  ------------------------------------------------------------------------------
  Siding
  ------------------------------------------------------------------------------
  Roofing
  ------------------------------------------------------------------------------
  Drainage
  ------------------------------------------------------------------------------
  Paving
  ------------------------------------------------------------------------------
  Landscaping
  ------------------------------------------------------------------------------
  Playground
  ------------------------------------------------------------------------------
  Community Room
  ------------------------------------------------------------------------------
  Laundry Room
  ------------------------------------------------------------------------------
  Common Areas
  ------------------------------------------------------------------------------
  Carpet
  ------------------------------------------------------------------------------
  Appliances
  ------------------------------------------------------------------------------
  Lighting
  ------------------------------------------------------------------------------
  Other
  ------------------------------------------------------------------------------
  
  ------------------------------------------------------------------------------
  
  Please describe in detail any major repairs:
  
  ------------------------------------------------------------------------------
  
  ------------------------------------------------------------------------------
  
  ------------------------------------------------------------------------------
  
  
  
  
                                        G-2
  <PAGE>
  
  
  
                                CONDITION OF PROPERTY
  
  THE OVERALL APPEARANCE OF THE BUILDING(S) IS:
  
  Excellent                  Good                     Fair                Bad
                         
  
  THE OVERALL APPEARANCE OF THE GROUNDS IS:
  
  Excellent                  Good                     Fair                 Bad
                         
  
  EXTERIOR CONDITION (Please Check Appropriate Box)
  ------------------------------------------------------------------------------
  Type of Condition        Excellent       Good          Fair    Problems/Comments
  ------------------------------------------------------------------------------
  Signage
  -------------------------------------------------------------------------------
  Parking Lots
  -------------------------------------------------------------------------------
  Office/Storage
  -------------------------------------------------------------------------------
  Equipment
  -------------------------------------------------------------------------------
  Community Building
  -------------------------------------------------------------------------------
  Laundry Room
  -------------------------------------------------------------------------------
  Benches/Playground
  -------------------------------------------------------------------------------
  Lawns, Plantings
  -------------------------------------------------------------------------------
  Drainage, Erosion
  -------------------------------------------------------------------------------
  Carports
  -------------------------------------------------------------------------------
  Fences
  -------------------------------------------------------------------------------
  Walks/Steps/Guardrails
  -------------------------------------------------------------------------------
  Lighting
  -------------------------------------------------------------------------------
  Painting
  -------------------------------------------------------------------------------
  Walls/Foundation
  -------------------------------------------------------------------------------
  Roof/Flashing/Vents
  -------------------------------------------------------------------------------
  Gutters/Splashblocks
  -------------------------------------------------------------------------------
  Balconies/Patios
  -------------------------------------------------------------------------------
  Doors Windows/Screens
  -------------------------------------------------------------------------------
  Elevators
  -------------------------------------------------------------------------------
  
  
  INTERIOR CONDITION
  -------------------------------------------------------------------------------
  Stairs
  -------------------------------------------------------------------------------
  Flooring
  -------------------------------------------------------------------------------
  Doors/Cabinets/Hardware
  -------------------------------------------------------------------------------
  Drapes/Blinds
  -------------------------------------------------------------------------------
  Interior Painting
  -------------------------------------------------------------------------------
  Refrig/Stoves/Sinks
  -------------------------------------------------------------------------------
  Bathroom/Tubs/Showers
      Toilets
  -------------------------------------------------------------------------------
  
  
  
  
                                        G-3
  <PAGE>
  
  
  
  
                                  FINANCIAL STATUS
  
  A.     Replacement Reserve is:   Fully-funded     Under-funded      Amount
         (complete attached schedule)
         Tax/Insurance Escrow is:  Fully-funded     Under-funded      Amount
         (complete attached schedule)
         Property is operating at a:    Surplus       Deficit         Amount
                               
         If deficit, General Partner funding?        Yes        No      Amount
                                                              
         Mortgage Payments are:   On Schedule        Delinquent        Amount
                                                
         Are the taxes current?          Yes                                No
         (please provide copy of paid tax bill)
         Is the insurance current?       Yes             No          Renewal Date
         (please provide copy of yearly renewal)
  B.     Please note and explain any significant changes in the following:
  
         
         Administrative Expense   Increase        Decrease            Amount
                                                          
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
         Repairs/Maintenance Expense      Increase    Decrease         Amount
         
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
         Utility Expense        Increase          Decrease             Amount
                              
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
         Taxes/Insurance Expense    Increase       Decrease            Amount
                                                               
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
                                                               
  C.     Do you anticipate making a return to owner distribution?   Yes      No
                                                                            
  
         Explanation:
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
  D.     Please explain in detail any change in the financial condition:
  
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  E.     Any insurance claims files?  Yes______   No______
         If yes, please explain:
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
  
  
  
                                        G-4
  <PAGE>
  
  
  
  
                                SCHEDULE OF RESERVES
  
                              Replacement    Tax & Insurance    Other      Total
  
  Beginning Balance:
                              
  Deposits:
  
         ----------         -----------       ----------       -------    -------
  
         ----------         -----------       ----------       -------    -------
  
         ----------         -----------       ----------       -------    -------
  
  Total Deposits
                            -----------       ----------       -------    -------
  Authorized Disbursements:
         Description:
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
  Total Disbursements:     -----------        ----------       --------    ------
  
  Ending Balance: (1)      -----------        ----------       --------    ------
  
  Required Balance:        -----------        ----------       --------    ------
  
  Over/under funding:      -----------        ----------       --------    ------
  
  (1) Must agree with amount shown on the balance sheet.
  
  
  
  Prepared By:                                                Date:
  -------------------------------------------------------------------------------
  Firm:                                                       Telephone:
  -------------------------------------------------------------------------------
  
  Reminder: Please include the following documents:
  
                1. Completed Report of Operations
                2. Balance Sheet
                3. Statement of Income & Expenses
                4. Rent roll for quarter ending
                5. Tax Credit Compliance Report
  
  
  
                                        G-5
  <PAGE>
  
  
                            INITIAL TENANT CERTIFICATIONS
                                   PARTNERSHIP NAME
  
  Fund:          Tax Credit Set-Asides Information:  Loan/Regulatory Set-Asides:
  Property Name: [ ] 20/50 or [  ] 40/60 Election
  Address:       Does the 51% average apply? [  ] Y [  ] N
                 Deeper Set-Aside __% @ 50% AMI
  
  County:
                                 Management Company
  [ ] Multi-Family                                    Contact Person:
  [ ] Elderly
  
    24 Number of Units                                Phone #
  
       Number of Exempt
       Units
  LIHTC Project#
  
  -----------------------------------------------------------------------------
                                                                  Gross   Move-In
  Unit  First Time   Move-In  No. of                      No. in Income   Income
  No.   Tenant Name  Date     Bdrms  Sq. Ft.   Set-Aside  Unit   Move-In  Limits
  -------------------------------------------------------------------------------
        BIN #        Certificate of Occupancy Date:
  -----------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
       BIN #          Certificate of Occupancy Date:
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
       BIN #           Certificate of Occupancy Date:
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  
  
                                        G-6 (a)
  <PAGE>
  
  
  
                            INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
  Tenant                                                            Tenant
  Income       Income         Asset      Unit   Rent      Tenant    Utility
  Qualified Verification  Verification   Rent   Subsidy   Payment   Allowance
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  
                                     G-6(b)
  <PAGE>
  
  
                            INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
       Tenant                   Tenant            Overall
  Gross     Maximum             Rent              Tenant
  Rent      Rent                Qualified         Eligible
  
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
  
  
                                  G-6(c)
  <PAGE>
  
                       QUARTERLY TAX CREDIT COMPLIANCE REPORT
                                    PROPERTY NAME
  
  
  Quarter Ending: Tax Credit Set-Asides Information:  Loan/Regulatory Set-Asides:
                  [  ] 20/50 or [  ] 40/60 Election
                  Does the 51% average apply? [  ] Y [  ] N
                  Deeper Set-Aside : ( List Details)
  
  
  
  County:    Allocation:                                 Management Company:
  
             Pre-1990 (Rent based on number of persons)  Contact Person:
             Elected to change No. Bedrm
             Post-1989 (Based on number of Bedroom)
  
  [  ] Multi-Family  [  ] Elderly                         Phone No.
  
        Number of Units
        Number of Exempt Units                            Fax No.
                                                          Prepared by:
  
  LIHTC Project#
  -----------------------------------------------------------------------------
                                                            Gross    Annual
  Unit   Tenant    Move-In   No. Of   Inc.   Set-  No. In   Annual   Income
  No.    Name      Date      Bdrms    Pct.  Aside  Unit     Income   Limits
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
                                        G-7 (a)
  <PAGE>
  
  
  
  
                       QUARTERLY TAX CREDIT COMPLIANCE REPORT
                                    PROPERTY NAME
  (CONTINUED)
  
  
  Annual  Tenant                                   Less
  Recert.  Income      Income     Assets   Unit    Rent     Tenant
  Date   Qualified   Verified   Verified   Rent  Subsidy   Payment
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  <PAGE>
  
          Tenant              Tenant     Overall
  Utility   Gross   Maximum    Rent       Tenat
  Allow.    Rent    Rent    Qualified    Eligible
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
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                                    G-7(b)
  <PAGE>
  
  
  
                         Tenant Tax Credit Compliance Audit
                           Document Transmittal Checklist
  
  Unit Number          Property Name                                   Date
  
  
  Tenant Name                                               Completed By:
  
  
  Initial  _________        Annual________
    Check Box for Type of Certification         Management Company
                                                   This Section For WNC Use Only
  Check Documents Being Sent
                                                            Received.  Reviewed
  ___Internal Checklist or worksheet
  ___Initial - Rental Application/Rental Agreement
  ___Initial - Questionnaire of Income/Assets
  ___Recertification   -  Questionnaire  of  Income/Assets   
  ___Recertification  -   Addendum  to  Lease   
  ___Employment Verification   
  ___Employment Termination Verification  
  ___Military  Verification   
  ___Verification  of  Welfare  Benefits
  ___Verification of Social Security Benefits
  ___Verification   of   Disability    Benefits    
  ___Unemployment    Verification
  ___Verification   of   Unemployment   Compensation    
  ___Verification   Worksmen Compensation  
  ___Retirement/Annuities  Verification  
  ___Verification of Veterans Pension  
  ___Verification  of Child Support  
  ___Verification  of Alimony  Support
  ___Disposed  of  Assets  Last  2 yrs.  
  ___Real  Estate  
  ___Investment  
  ___Assets Verifications  (savings,  stocks etc.) 
  ___Trusts/with Current Tax Return 
  ___Lump Sum Settlements  
  ___Notarized Affidavit of Support  
  ___Certification of Handicap
  ___Notarized  Self-Employed-Tax  Return  
  ___Notarized  statement  of  no  income
  ___Tenant Certification
  ------------------------------------------------------------------------------
                                     This Section For WNC Use Only
  
           YES  NO
                       Are all required forms completed?
                       Are all required forms dated?
                       Did the Manager and Tenant sign all documents?
                       Third party verification of income completed?
                       Third party verification of assets completed?
                       Are verifications completed for all members 18 yrs. and
                       over?
                       Did all the members of the household 18 yrs. and
                       over sign all documents?
                       Is  lease  completed  with a  minimum  of six  months/  SRO
                       monthly?
                       Addendum completed?
                       Tenant Certification completed?
                       Are all members of the household full-time students?
                       Is utility allowance correct?
                       Is correct income limit being used?
                       Is correct rent limit being used?
  
                         For tenants with no income
  
                       Was  notarized  statement  of no income  obtained  with tax
                       return?
                       or Were all sources verified (AFDC, Unemployment,
                          Soc. Sec., Disability)?
  
  
                                        G-8
  <PAGE>
                          TAX CREDIT COMPLIANCE MONITORING:
                                ANNUAL CERTIFICATION
  
       As General Partner of MESA VERDE APARTMENTS,  LIMITED PARTNERSHIP, I hereby
  certify as to the following:
  
       1. MESA VERDE APARTMENTS,  LIMITED PARTNERSHIP owns a one hundred forty-two
  (142) unit project ("Project") in Roswell, Chaves County, New Mexico.
  
       2. An annual income certification (including supporting  documentation) has
  been  received  from each tenant.  The income  certification  reflects  that the
  tenant's income meets the income  limitation  applicable to the Project pursuant
  to Section 42(g)(1) of the Internal Revenue Code ("Code").
  
       3. The Project  satisfies the  requirements  of the applicable  minimum set
  aside test as defined in Section 42(g)(1) of the Code.
  
       4. Each unit  within the Project is rent  restricted  as defined in Section
  42(g)(2)of the Code.
  
       5. Each unit in the Project is available for use by the general  public and
  not for use on a transient basis.
  
       6. Each  building in the Project is suitable for  occupancy  in  accordance
  with local health, safety, and building codes.
  
       7.  During the  preceding  calendar  year,  there had been no change in the
  eligible  basis,  as defined in Section 42(d)of the Code, of any building within
  the Project.
  
       8.  All  common  area  facilities  included  in the  eligible  basis of the
  Apartment  Complex are provided to the tenants on a comparable  basis  without a
  separate fee to any tenant in the Project.
  
       9. During the  preceding  calendar  year when a unit in the Project  became
  vacant reasonable  attempts were made to rent that unit to tenants whose incomes
  met the income limitation applicable to the Project pursuant to Section 42(g)(1)
  of the Code and while  that unit was  vacant no units of  comparable  or smaller
  size were  rented to tenants  whose  income  did not meet the income  limitation
  applicable to the Project pursuant to Section 42(g)(1) of the Code.
  
       10. If the income of a tenant in a unit  increased  above the limit allowed
  in Section 42  (g)(2)(D)(ii),  then the next  available  unit of  comparable  or
  smaller  size was  rented to tenants  whose  incomes  met the income  limitation
  applicable to the Project pursuant to Section 42(g)(1) of the Code.
  
       IN VERIFICATION OF THE FOREGOING  ENCLOSED HEREWITH IS A COPY OF THE ANNUAL
  INCOME  CERTIFICATION  RECEIVED FROM EACH TENANT IN THE PROJECT.  UPON REQUEST I
  WILL PROVIDE  COPIES OF ALL  DOCUMENTATION  RECEIVED  FROM THE TENANT TO SUPPORT
  THAT CERTIFICATION.
  
       I declare under penalty of perjury under the law of the State of New Mexico
  that the foregoing is true and correct.
  
  
       Executed this _____ day of ____________ at , _____________________, _____.
  
  ______________________________________
  
  
  
                                        G-9
  <PAGE>
  
                        Calculation of Debt Service Coverage
  
  
                                        Month 1       Month 2        Month 3
                                      ------------  ------------   ------------
  
            INCOME
      
      Gross Potential Rent
      Other Income
      Vacancy      Loss               ____________  ____________   ____________
      Adjusted Gross Income           ____________  ____________   ____________
                                      
  
            OPERATING EXPENSES
  
      Utilities
      Maintenance
      Management Fee
      Administration
      Insurance
      Real Estate Taxes
      Other Expenses                  ____________  ____________   ____________
      Total Operating Expenses        ____________  ____________   ____________
                                                        
      Net Operating Income (1)
      Accrual adjustments for:
               R/E Taxes
               Insurance
               Tax/ Accounting
               Other
       Replacement Reserves           ____________  ____________   ____________
  
                                                                 
       Income for DSC Calculation     ============  ============   ============
                                                                
       Stabilized Debt Service        ____________  ____________   ____________
   
       Debt Service Coverage (2)      ____________  ____________   ____________
  
       Please submit this form along with the following supporting documentation:
  
       Monthly Financial Reports (income statement,  balance sheet, general ledger
            and rent rolls) 
       Operating Budget 
       Copies of bank statements.
  
       (1) This number should reconcile easily with the monthly financial 
       statements.
  
       (2) The ratio between the Income for DSC calculation and Stabilized Debt 
       Service.  As example, a 1.15 DSC means that for every $1.00 of Stabilized 
       Debt Service required to be paid there must be $1.15 of Net Operating 
       Income available.
  
  
                                        G-10
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "MESA VERDE 8K", "secsgml_size_bytes": 283019}]
metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND V LP SERIES 4", "cik": "0000943906", "assigned-sic": "6513", "irs-number": "330707612", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21897", "film-number": "97552180"}, "business-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESTA", "state": "CA", "zip": "92626", "phone": "7146625565"}, "mail-address": {"street2": "3158 REDHILL AVE STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  February 21, 1997    
  
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
          California                     33-91136               33-0707612
  -------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission              (IRS Employer
       of incorporation)              File Number)            Identification No.)
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California   92626
  -------------------------------------------------------------------------------
                 (Address of principal executive offices)          (Zip Code)
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
                                                           
                                        N/A
  -------------------------------------------------------------------------------
            Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
       WNC Housing Tax Credit Fund V, L.P.,  Series 4 ("SERIES  4") has acquired a
  Local Limited Partnership Interest in Mesa Verde Apartments, Limited Partnership
  ("MESA  VERDE" or the  "Local  Limited  Partnership").  MESA VERDE owns the Mesa
  Verde Apartments (the "Apartment Complex") in Roswell, New Mexico.
  
       The following tables contain  information  concerning the Apartment Complex
  and the Local Limited Partnership identified herein:
  
                                                                                                          
  -----------------------------------------------------------------------------------------------------------------------------------
  ESTIMATED     ESTIMATED                            PERMANENT     LOCAL LIMITED   YEAR 
              PROJECT                 CONSTRUC-     DEVELOPMENT                          MORTGAGE      PARTNERSHIP'S   CREDITS
  LOCAL       NAME AND                TION          COST          NUMBER OF    BASIC     LOAN          ANTICIPATED     TO BE
  LIMITED     NUMBER OF  LOCATION OF  COMPLETION    (INCLUDING    APARTMENT    MONTHLY   PRINCIPAL     AGGREGATE TAX   FIRST        
  PARTNERSHIP BUILDINGS  PROPERTY     DATE          LAND COST)    UNITS        RENTS     AMOUNT        CREDITS(1)      AVAILABLE
  -----------------------------------------------------------------------------------------------------------------------------------
  MESA        Mesa       Roswell      December      $6,840,387    11 1BR units  $256     $2,280,000    $6,427,180       1998
  VERDE       Verde      (Chaves      1997                        45 1BR units  $314     Bank of
              Apartments County),                                  6 2BR units  $305     America(2)    
                         New Mexico                               23 2BR units  $374     $277,904   
              18                                                  11 3BR units  $351     HOME(3)   
              buildings                                           46 4BR units  $431                                          
  -----------------------------------------------------------------------------------------------------------------------------------
  (1)  Low Income Housing Credits are available over a 10-year period. For the
  year in which the credit  first  becomes  available,  SERIES 4 will receive only
  that  percentage of the annual credit which  corresponds to the number of months
  during which SERIES 4 was a limited  partner of the Local  Limited  Partnership,
  and during which the Apartment Complex was completed and in service.
  
  (2)  Bank of America will provide the first  mortgage  loan for a term of 15
  years at an annual  interest rate equal to the 15-year  Treasury Bond yield plus
  225 basis  points.  Principal  and interest  will be payable  monthly based on a
  30-year amortization schedule. Outstanding principal will be due on maturity.
  
  (3)  HOME will provide the second mortgage loan for a term of 30 years at an
  annual  interest rate of 7.13%.  Principal and interest will be payable  monthly
  based on a 30-year amortization schedule.
  
  Roswell  (MESA  VERDE):  Roswell  (population  48,700) is in southeast  New
  Mexico at the intersection of U.S.Highways 380 and 285,  approximately 175 miles
  southeast of Albuquerque.  The major employers for Roswell residents are Roswell
  Independent School District, Eastern New Mexico Medical Center and Levi Strauss.
  
                                                                                  
  -----------------------------------------------------------------------------------------------------------------------------------
  SHARING                      
                                                                                  RATIOS:         SERIES 4's   ESTIMATED
                                                                                  ALLOCATIONS     CAPITAL      ACQUISITION
  LOCAL           LOCAL                                             SHARING       (4) AND SALE    CONTRI-      FEES PAYABLE
  LIMITED         GENERAL            PROPERTY        DEVELOPMENT    RATIOS:       OR REFINANCING  BUTION       TO FUND
  PARTNERSHIP     PARTNER            MANAGER (1)     FEE (2)        CASH FLOW(3)  PROCEEDS (5)    (6)          MANAGER               
  ---------------------------------------------------------------------------------------------------------------------------------- 
  MESA            Trianon-Mesa       Trianon         $735,611       WNC:          99/1            $3,940,587   $394,100
   VERDE          Verde, LLC         Development                    Greater       50/50
                                     Company                        of 15% or
                                                                    $5,000 
                                                                    LGP: $5,000 
                                                                    plus 40% of
                                                                    the balance
                                                                    The balance:
                                                                    50/50                                                           
  -----------------------------------------------------------------------------------------------------------------------------------
  (1)  The  maximum  annual  management  fee payable to the  property  manager
  generally  is  determined  pursuant  to lender  regulations.  The Local  General
  Partner is authorized to employ  either  itself or one of its  affiliates,  or a
  third party,  as property  manager for leasing and  management  of the Apartment
  Complex so long as the fee therefor  does not exceed the amount  authorized  and
  approved by the lender for the Apartment Complex.
  
  (2)  The Local  Limited  Partnership  will pay its Local  General  Partner a
  development  fee  in  the  amount  set  forth,  for  services  incident  to  the
  development and construction of the Apartment  Complex,  which services include:
  negotiating  the  financing  commitments  for the  Apartment  Complex;  securing
  necessary  approvals and permits for the  development  and  construction  of the
  
                                         2
  Apartment Complex; and obtaining allocations of Low Income Housing Credits. This
  payment will be made in  installments  after receipt of each  installment of the
  capital contribution made by SERIES 4.
  
  (3)  Reflects the amount of the net cash flow from operations, if any, to be
  distributed  to SERIES 4 ("WNC") and the Local  General  Partner  ("LGP") of the
  Local Limited Partnership for each year of operations.  Generally, to the extent
  that  the  specific  dollar  amounts  which  are to be paid to WNC are not  paid
  annually,  they will accrue and be paid from sale or refinancing  proceeds as an
  obligation of the Local Limited Partnership.
  
  (4)  Subject  to  certain  special  allocations,  reflects  the  respective
  percentage interests in profits, losses and Low Income Housing Credits of SERIES
  4, and the Local General Partner.
  
  (5)  Reflects  the  percentage  interests of SERIES 4 and the Local  General
  Partner  in any net cash  proceeds  from sale or  refinancing  of the  Apartment
  Complex,  after payment of the mortgage loan and other Local Limited Partnership
  obligations (see, e.g., note 3), and the following,  in the order set forth: the
  capital  contribution  of SERIES 4; and the  capital  contribution  of the Local
  General Partner.
  
  (6)  SERIES 4 will make its  capital  contributions  to the  Local  Limited
  Partnership  in  stages,  with each  contribution  due when  certain  conditions
  regarding  construction  or  operations  of  the  Apartment  Complex  have  been
  fulfilled.
  
                                         3
  Item 7.  Financial Statements and Exhibits
  
           a. Financial Statements of Businesses Acquired
              Inapplicable
  
           b. Proforma Financial Information
  
              Proforma Balance Sheet, September 30, 1996
              Proforma  Statement of Operations, for the Period July 1, 1996
                (date operations commenced) to September 30, 1996
              Notes to Proforma Financial Information
   
           c.  Exhibits
  
               10.1  Amended and Restated Agreement of Limited Partnership of Mesa
                     Verde Apartments, Limited Partnership
  
                                         4
  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                               PROFORMA BALANCE SHEET
                                 September 30, 1996
  
                                       ASSETS
  
                                                     
                                                     
  
                                                    Historical      Proforma          Proforma
                                                      Balance       Adjustments        Balance
                                                    ----------      -----------      ----------
  Cash                                               $766,107       $6,526,965
                                                                      (120,750)
                                                                      (574,163)       $6,598,159
  
  Subscriptions receivable                            450,000          120,750           570,750
  
  Investment in limited partnerships                3,973,325        9,894,212
                                                                       574,163        14,441,700
  
  Other assets                                            702                0               702
                                                  ------------     -----------       -----------
  
                                                    $5,190,134     $16,421,177       $21,611,311
                                                  ============     ===========       ===========
  
                          LIABILITIES AND PARTNERS' CAPITAL
  
  LIABILITIES:
  
  Notes payable to limited partnerships             $2,482,421      $9,894,212       $12,376,633
  Accrued fees and expenses due to 
  general partner and affiliates                        83,373               0            83,373
                                                  ------------     -----------       -----------
                                                     2,565,794       9,894,212        12,460,006  
                                                  ------------     -----------       -----------
                                                           
  Partners' capital
    General partner                                     (3,578)        (11,285)          (14,863)
    Limited partners                                 2,627,918       6,538,250         9,166,168
                                                  ------------     -----------       -----------
          Total partners' equity                     2,624,340       6,526,965         9,151,305  
                                                  ------------     -----------       ----------- 
                                                    $5,190,134     $16,421,177       $21,611,311
                                                  ============     ===========       ===========
  - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
                               
  
                                        FS-1
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
  
                          PROFORMA STATEMENT OF OPERATIONS
  
               For the Period July 1, 1996 (date operations commenced)
                                to September 30, 1996
  
                                                     
                                                     
  
                                                    Historical      Proforma          Proforma
                                                      Balance       Adjustments        Balance
                                                    ----------      -----------      ----------
  Interest income                                      $2,427                           $2,427  
                                                       ------                           ------
  Operating expense
  Amortization                                            418                              418
  Legal and accounting                                     44                               44 
                                                       ------                           ------  
  
  Total operating expense                                 462                              462
                                                       ------                           ------
  
  Income from operations                                1,965                            1,965
  
  Equity in loss
  of limited partnerships                              (2,040)        (3,200)           (5,240)
                                                       -------        -------           -------
  
  Net loss                                             $  (75)       $(3,200)          $(3,275)
                                                       =======       ========          ========
  - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
  
                                        FS-2
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                       NOTES TO PROFORMA FINANCIAL STATEMENTS
  
  NOTE 1 - GENERAL
  
  The information  contained in the following notes to the proforma financial
  statements is condensed  from that which  appears in the  financial  statements.
  Accordingly,   these  proforma  financial   statements  should  be  reviewed  in
  conjunction with the financial statements and related notes thereto contained in
  the WNC  Housing Tax Credit Fund V, L.P.,  Series 4 financial  statements  dated
  September 30, 1996. WNC Housing Tax Credit Fund V, L.P., Series 4 is referred to
  in these notes as the "Partnership."
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
  
  As of September 30, 1996, the Partnership was admitted as majority  limited
  partner in two limited partnerships,  Blessed Rock and Crescent City Apartments.
  Subsequent  to  September  30,  1996,  the  Partnership  has  acquired a limited
  partnership  interest in five limited  partnerships,  Ashford Place, L.P., Lamar
  Plaza, Mesa Verde, Ogallalla Apartments I, L.P. and Woodland Townhomes, L.P. and
  is  negotiating  to  acquire  limited  partnership   interests  in  three  other
  partnerships. The investments commit the Partnership to capital contributions as
  follows:
                    Ashford Place            $2,317,180
                    Belen Vista                 488,274
                    Hilltop                     120,814
                    Lamar                       797,842
                    Mesa Verde                3,940,587
                    Mountain Vista              481,602
                    Ogallalla                   400,905
                    Woodland Townhomes        1,347,008
                                             ----------
                                             $9,894,212
                                             ==========
  
  In accordance with Article 11, Proforma Financial Information of Regulation
  S-X of the Securities and Exchange Commission, the accompanying proforma balance
  sheet was computed assuming that the limited  partnerships  discussed above were
  acquired at the end of the period  presented.  The first  adjustment to cash and
  the adjustment to partners' equity of $6,526,965  reflects the net proceeds from
  October 1, 1996 to  February  21,  1997 from  issuance of 7,783 units of limited
  partners' capital ($7,783,000 less notes receivable of $127,500, and commissions
  and  offering  costs  of  $1,128,535.)  The  second  adjustment  to cash and the
  adjustment to subscriptions  receivable of $120,750  reflects the  subscriptions
  
                                        FS-3
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
  receivable  from the above  subscriptions.  The adjustment to investment in
  limited  partnerships  and notes payable to limited  partnerships  of $9,894,212
  reflects  the  Partnership's   acquisition  of  the  eight  limited  partnership
  interests as if the  Partnership's  date of acquisition  was September 30, 1996.
  The  second  adjustment  to  investment  in limited  partnerships  and the third
  adjustment to cash of $574,163  reflects the acquisition fee for the acquisition
  of the identified limited partnerships.
  
  The eight apartment  complexes were under  construction  or  rehabilitation
  during the period  presented  and had no  operations  which  should be reported.
  Crescent City Apartments had operations during the period presented prior to the
  Partnership's acquisition of the limited partnership  interest therein (July 1,
  1996 to September 25, 1996),  and a proforma loss of $3,200 has been recorded in
  the Proforma Statement of Operations.  The Partnership uses the equity method of
  accounting to account for its investments in these local limited partnerships.
  
                                        FS-4
  SIGNATURES
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  
  Date:  March 6, 1997              By:   WNC &  Associates, Inc.,
                                          General Partner\
  
                                           By:  /s/ JOHN B. LESTER, JR.
                                                    John B. Lester, Jr.,
                                                    President
  
                                         5
  INDEX TO EXHIBITS
  
  Exhibit
  Number   Exhibit
  
       10.1   Amended and Restated Agreement of Limited Partnership of Mesa Verde
              Apartments, Limited Partnership
  AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                     MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  TABLE OF CONTENTS
  
                                                                    Page
  
  I.       DEFINITIONS ...........................................   2
  
           1.1      "Accountant" .................................   2
           1.2      "Act" ........................................   2
           1.3      "Actual Tax Credit"...........................   2
           1.4      "Adjusted Capital Account Deficit" ...........   2
           1.5      "Affiliate" ..................................   2
           1.6      "Agreement" or "Partnership Agreement"........   3
           1.7      "Assignee" ...................................   3
           1.8      "Bankruptcy" or "Bankrupt"....................   3
           1.9      "Capital Account" ............................   3
           1.10     "Capital Contribution" .......................   3
           1.11     "Cash Flow From Operations" ..................   4
           1.12     "Code" .......................................   4
           1.13     "Completion of Construction"..................   4
           1.14     "Compliance Period"...........................   4
           1.15     "Consent of the Limited Partner"..............   4
           1.16     "Construction Contract".......................   4
           1.17     "Construction Loan" ..........................   4
           1.18     "Contractor" .................................   5
           1.19     "Debt Service Coverage".......................   5
           1.20     "Deferred Management Fee".....................   5
           1.21     "Developer"...................................   5
           1.22     "Development Fee" ............................   5
           1.23     "Distributions" ..............................   6
           1.24     "Fair Market Value" ..........................   6
           1.25     "First Year Certificate" .....................   6
           1.26     "Force Majeure"...............................   6
           1.27     "General Partner" ............................   6
           1.28     "Gross Asset Value" ..........................   6
           1.29     "Hazardous Substance".........................   7
           1.30     "Improvements"................................   8
           1.31     "Incentive Management Fee"....................   8
           1.32     "Income and Losses"...........................   8
           1.33     "Insurance"...................................   9
           1.34     "Insurance Company"...........................   9
           1.35     "Interest" ...................................   9
           1.36     "Involuntary Withdrawal"......................   9
           1.37     "LIHTC".......................................   9
           1.38     "Limited Partner".............................   9
           1.39     "Management Agent"............................   10
           1.40     "Management Agreement"........................   10
           1.41     "Minimum Set-Aside Test"......................   10
           1.42     "Mortgage" or "Mortgage Loan".................   10
           1.43     "Mortgage Note"...............................   10
           1.44     "Nonrecourse Deductions"......................   10
           1.45     "Nonrecourse Liability".......................   10
  
                                          i
  1.46     "Operating Deficit" ..........................   10
           1.47     "Operating Deficit Guarantee Period"..........   11
           1.48     "Operating Loans".............................   11
           1.49     "Original Limited Partner" ...................   11
           1.50     "Partner(s)" .................................   11
           1.51     "Partner Nonrecourse Debt" ...................   11
           1.52     "Partner Nonrecourse Debt Minimum Gain" ......   11
           1.53     "Partner Nonrecourse Deductions" .............   11
           1.54     "Partnership" ................................   11
           1.55     "Partnership Minimum Gain" ...................   11
           1.56     "Permanent Mortgage Commencement" ............   11
           1.57     "Person" .....................................   12
           1.58     "Project" ....................................   12
           1.59     "Project Documents" ..........................   12
           1.60     "Projected Annual Tax Credits" ...............   12
           1.61     "Projected Tax Credits" ......................   12
           1.62     "Qualified Tenants" ..........................   12
           1.63     "Reference Rate"..............................   12
           1.64     "Rent Restriction Test" ......................   12
           1.65     "Reporting Fee"...............................   12
           1.66     "Revised Projected Tax Credits"...............   12
           1.67     "Sale or Refinancing".........................   12
           1.68     "Sale or Refinancing Proceeds" ...............   12
           1.69     "State" ......................................   12
           1.70     "State Tax Credit Agency" ....................   12
           1.71     "Substitute Limited Partner" .................   12
           1.72     "Tax Credit" .................................   12
           1.73     "Tax Credit Conditions".......................   12
           1.74     "TRA 1986" ...................................   12
           1.75     "Treasury Regulations" .......................   12
           1.76 "Withdrawing" or "Withdrawal".....................   14
  
  II.      NAME ..................................................   14
  
  III.     PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE ..........   14
  
           3.1      Principal Executive Office ...................   14
           3.2      Agent for Service of Process .................   14
  
  IV.      PURPOSE ...............................................   14
  
  V.       TERM ..................................................   15
  
  VI.      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS..............   15
  
           6.1      Capital Contribution of General Partner.......   15
           6.2      Construction and Operating Obligations;
                      General Partner Loans.......................   15
           6.3      Other General Partner Loans...................   16
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER...............   16
  
           7.1      Original Limited Partner......................   16
           7.2      Capital Contribution of Limited Partner.......   17
   
                                         ii
  7.3      Repurchase of Limited Partner's Interest......   19
           7.4      Reduction of Limited Partner's
                      Capital Contribution........................   19
           7.5      Return of Capital Contribution................   21
           7.6      Liability of Limited Partner..................   21
  
  VIII.    WORKING CAPITAL AND RESERVES ..........................   22
  
           8.1      Operation and Maintenance Reserve and
                    Replacement Reserve Account...................   22
           8.2      Other Reserves................................   22
  
  IX.      MANAGEMENT AND CONTROL ................................   22
  
           9.1      Power and Authority of General Partner .......   22
           9.2      Payments to the General Partners and Others ..   23
           9.3      Specific Powers of the General Partner .......   25
           9.4      Authority Requirements........................   26
           9.5      Limitations on General Partner's
                      Power and Authority ........................   26
           9.6      Restrictions on Authority of General Partner..   27
           9.7      Duties of General Partner ....................   28
           9.8      Partnership Expenses .........................   30
           9.9      General Partner Expenses .....................   31
           9.10     Other Business of Partners ...................   31
           9.11     Covenants, Representations and Warranties.....   31
  
  X.       ALLOCATIONS OF INCOME, LOSSES AND CREDITS .............   35
  
           10.1     General ......................................   35
           10.2     Allocations From Sale or Refinancing..........   35
           10.3     Special Allocations...........................   36
           10.4     Curative Allocations..........................   39
           10.5     Other Allocation Rules........................   39
           10.6     Tax Allocations:  Code Section 704(c).........   40
           10.7     Allocation Among Limited Partners.............   41
           10.8     Allocation Among General Partners ............   41
           10.9     Modification of Allocations ..................   41
  
  XI.      DISTRIBUTION ..........................................   41
  
           11.1     Distribution of Cash Flow From Operations ....   41
           11.2     Distribution of Sale or Refinancing Proceeds..   42
  
  XII.     TRANSFERS OF LIMITED PARTNER'S INTEREST
           IN THE PARTNERSHIP.....................................   43
  
           12.1     Assignment of Limited Partner's Interest .....   43
           12.2     Effective Date of Transfer ...................   43
           12.3     Invalid Assignment ...........................   43
           12.4     Assignee's Rights to Allocations
                      and Distributions ..........................   44
           12.5     Substitution of Assignee as Limited Partner...   44
           12.6     Death, Bankruptcy, Incompetency, etc.
                      of a Limited Partner .......................   44
  
                                         iii
  XIII.    WITHDRAWAL, REMOVAL AND REPLACEMENT OF GENERAL
           PARTNER ...............................................   45
  
           13.1     Withdrawal of General Partner ................   45
           13.2     Removal of General Partner ...................   45
           13.3     Effects of a Withdrawal.......................   46
           13.4     Successor General Partner.....................   48
           13.5     Admission of Additional or Successor
                      General Partner ............................   49
           13.6     Transfer of Interest .........................   49
           13.7     No Goodwill Value.............................   49
  
  XIV.     BOOKS AND ACCOUNTS, REPORTS, TAX RETURNS,
           FISCAL YEAR AND BANKING ...............................   49
  
           14.1     Books and Accounts ...........................   49
           14.2     Accounting Reports ...........................   50
           14.3     Other Reports ................................   51
           14.4     Late Reports .................................   52
           14.5     Annual Site Visits............................   53
           14.6     Tax Returns...................................   53
           14.7     Fiscal Year ..................................   53
           14.8     Banking ......................................   53
           14.9     Certificates and Elections ...................   53
  
  XV.      DISSOLUTION, WINDING UP, TERMINATION AND
           LIQUIDATION OF THE PARTNERSHIP ........................   54
  
           15.1     Dissolution of Partnership ...................   54
           15.2     Return of Capital Contribution upon
                      Dissolution ................................   54
           15.3     Distributions of Assets ......................   54
           15.4     Deferral of Liquidation.......................   55
           15.5     Liquidation of Statement .....................   56
           15.6     Certificates of Dissolution; Certificate of
                      Cancellation of Certificate of Limited
                      Partnership ................................   56
  
  XVI.     AMENDMENTS ............................................   56
  
  XVII.    MISCELLANEOUS .........................................   57
  
           17.1     Voting Rights ................................   57
           17.2     Meeting of Partnership .......................   57
           17.3     Notices ......................................   58
           17.4     Successors and Assigns .......................   58
           17.5     Recording of Certificate of Limited
                    Partnership. .................................   58
           17.6     Amendment of Certificate of Limited
                    Partnership ..................................   58
           17.7     Counterparts .................................   59
           17.8     Captions .....................................   59
           17.9     Saving Clause.................................   59
  
                                         iv
  17.10 Tax Matters Partners.............................   59
           17.11 Expiration of Compliance Period..................   60
           17.12 Number and Gender ...............................   61
           17.13 Entire Agreement ................................   61
           17.14 Governing Law ...................................   61
           17.15 Attorney's Fees .................................   61
           17.16 Receipt of Correspondence .......................   61
           17.17 Security Interest and Right of Set-Off ..........   61
  
  EXHIBIT A - Legal Description...................................   A-1
  EXHIBIT B - Form of Legal Opinion...............................   B-1 - B-4
  EXHIBIT C - Certification and Agreement.........................   C-1 - C-4
  EXHIBIT D - General Partner Certification.......................   D-1 - D-5
  EXHIBIT E - Form of Completion Certificate......................   E-1
  EXHIBIT F - Accountant's Certificate............................   F-1
  EXHIBIT G - Report of Operations................................   G-1 - G-10
  
  DEVELOPMENT FEE AGREEMENT
  GUARANTY AGREEMENT
  
                                         v
  AMENDED AND RESTATED AGREEMENT
                              OF LIMITED PARTNERSHIP OF
                     MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
       THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is being entered
  into effective as of the date written below by and between  TRIANON-MESA  VERDE,
  LLC, a New Mexico limited liability company (the "General Partner"), WNC HOUSING
  TAX CREDIT FUND V, L.P.,  SERIES 4, a  California  limited  partnership,  as the
  limited partner (the "Limited Partner) and TRIANON  DEVELOPMENT  CORPORATION,  a
  California corporation as the withdrawing limited partner (the "Original Limited
  Partner").
  
                                      RECITALS
  
       WHEREAS,  on November 30,  1995, a  partnership  agreement  (the  "Original
  Partnership  Agreement") for MESA VERDE  APARTMENTS,  LIMITED  PARTNERSHIP  (the
  "Partnership")  was  entered  into  by  and  between  the  Trianon   Development
  Corporation and Foundation for Social Resources,  Inc., as the General Partners,
  and TRIANON DEVELOPMENT CORPORATION as the limited partner.
  
       WHEREAS, a certificate of Limited Partnership was filed with the New Mexico
  Secretary of State on December 1, 1995. An Amendment to  Certificate  of Limited
  Partnership  was filed with the New Mexico  Secretary  of State on  December  5,
  1995.  An  additional   Certificate  of  Amendment  to  Certificate  of  Limited
  Partnership  was executed by Trianon  Development  Corporation on March 20, 1996
  but never filed with the New Mexico Secretary of State.
  
       WHEREAS,  concurrent with the execution of this Agreement,  an Amendment to
  the  Certificate  of  Limited  Partnership  will be filed  with  the New  Mexico
  Secretary of State whereby  Trianon  Development  Corporation and Foundation for
  Social  Resources,  Inc. will provide public notice of their withdrawal from the
  Partnership and the General Partner will be shown as the sole successor  General
  Partner.
  
       WHEREAS,  the Partners  desire to enter into this Agreement to provide for,
  among other things, (i) the continuation of the Partnership,  (ii) the admission
  of the Limited Partner as a partner of the Partnership, (iii) the liquidation of
  Trianon Development Corporation's general partner's Interest in the Partnership,
  (iv)  the  liquidation  of  Foundation  for  Social  Resources,  Inc.'s  general
  partner's  Interest in the  Partnership,  (v) the  liquidation  of the  Original
  Limited  Partner's  Interest  in the  Partnership,  (vi) the  payment of Capital
  Contributions by the Limited Partner to the Partnership, (vii) the allocation of
  Income,  Losses,  Tax Credits and distributions of Cash Flow From Operations and
  other cash funds of the  Partnership  among the Partners  (viii) the  respective
  rights,  obligations  and  interests  of the  Partners  to each other and to the
  Partnership, and (ix) certain other matters.
  
                                        1
  WHEREAS, the Limited Partner and the General Partner desire hereby to amend
  and restate the Original Partnership Agreement.
  
       NOW,  THEREFORE,  in  consideration of their mutual  agreements  herein set
  forth,  the Partners hereby agree to amend and restate the Original  Partnership
  Agreement in its entirety to provide as follows:
  
                                      ARTICLE I
  
                                     DEFINITIONS
  
       Section 1.1 "Accountant"  shall mean Richard Suarez,  Jr., C.P.A.,  or such
  other firm of independent certified public accountants as may be engaged for the
  Partnership  by the General  Partner  with the  Consent of the Limited  Partner.
  Notwithstanding  any provision of this  Agreement to the  contrary,  the Limited
  Partner shall have the  discretion to dismiss the  Accountant if the  Accountant
  fails to provide  timely  reports in accordance  with this Agreement or fails to
  accurately reflect the Partnership's financial position.
  
       Section  1.2  "Act"  shall  mean the laws of the  State  governing  limited
  partnerships, as now in effect and as the same may be amended from time to time.
  
       Section 1.3 "Actual  Tax  Credit"  shall mean as of any point in time,  the
  total amount of the LIHTC actually  allocated by the  Partnership to the Limited
  Partner,  representing 99% of the LIHTC actually received by the Partnership, as
  shown on the applicable tax returns of the Partnership.
  
       Section 1.4 "Adjusted  Capital Account  Deficit" shall mean with respect to
  any Partner,  the deficit balance,  if any, in such Partner's Capital Account as
  of the end of the relevant  fiscal period,  after giving effect to the following
  adjustments:
  
       (a) Credit to such  Capital  Account  any  amounts  which  such  Partner is
  obligated  to restore or is deemed to be  obligated  to restore  pursuant to the
  penultimate  sentences  of  Treasury  Regulations  Sections   1.704-2(g)(1)  and
  1.704-2(i)(5); and
  
       (b)  Debit  to  such  Capital  Account  the  items  described  in  Sections
  1.704-1(b)(2)(ii)(d)(4),  1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of
  the Treasury Regulations.
  
  The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
  comply  with the  provisions  of Section  1.704-1(b)(2)(ii)(d)  of the  Treasury
  Regulations and shall be interpreted consistently therewith.
  
       Section 1.5  "Affiliate"  shall mean (a) any Person  directly or indirectly
  controlling, controlled by, or under common control with another Person; (b) any
  
                                         2
  Person owning or controlling 10% or more of the outstanding voting securities of
  such other Person; (c) any officer, director,  trustee, or partner of such other
  Person;  and (d) if such  Person is an  officer,  director,  trustee  or general
  partner, any other Person for which such Person acts in any such capacity.
  
       Section 1.6 "Agreement" or "Partnership  Agreement" shall mean this Amended
  and Restated Agreement of Limited Partnership, as it may be amended from time to
  time. Words such as "herein,"  "hereinafter,"  "hereof,"  "hereto," "hereby" and
  "hereunder,"  when  used  with  reference  to  this  Agreement,  refers  to this
  Agreement as a whole, unless the context otherwise requires.
  
       Section  1.7  "Assignee"  shall  mean a Person  who has  acquired  all or a
  portion of the Limited Partner's  beneficial interest in the Partnership and has
  not become a Substitute Limited Partner.
  
       Section  1.8  "Bankruptcy"  or  "Bankrupt"  shall  mean  the  making  of an
  assignment for the benefit of creditors,  becoming a party to any liquidation or
  dissolution   action  or  proceeding,   the   commencement  of  any  bankruptcy,
  reorganization,  insolvency or other  proceeding  for the relief of  financially
  distressed debtors, or the appointment of a receiver,  liquidator,  custodian or
  trustee  and,  if any of the  same  occur  involuntarily,  the  same  not  being
  dismissed,  stayed or  discharged  within 90 days;  or the entry of an order for
  relief  under  Title 11 of the United  States  Code.  A Partner  shall be deemed
  Bankrupt  if  the  Bankruptcy  of  such  Partner  shall  have  occurred  and  be
  continuing.
  
       Section 1.9 "Capital Account" shall mean, with respect to each Partner, the
  account  maintained  for  such  Partner  comprised  of  such  Partner's  Capital
  Contribution  as increased by allocations to such Partner of Partnership  Income
  (or  items  thereof)  and any items in the  nature  of income or gain  which are
  specially  allocated  pursuant to Section 10.3 or 10.4 hereof,  and decreased by
  the amount of any  Distributions  made to such Partner,  and allocations to such
  Partner of Partnership  Losses (or items thereof) and any items in the nature of
  expenses or losses  which are  specially  allocated  pursuant to Section 10.3 or
  10.4 hereof.
  
       In  the  event  of any  transfer  of an  interest  in  the  Partnership  in
  accordance with the terms of this Agreement, the transferee shall succeed to the
  Capital  Account of the  transferor to the extent it relates to the  transferred
  interest.
  
       The  foregoing  definition  and the  other  provisions  of  this  Agreement
  relating to the  maintenance  of Capital  Accounts  are  intended to comply with
  Treasury Regulation Section 1.704-1(b), as amended or any successor thereto, and
  shall be  interpreted  and  applied in a manner  consistent  with such  Treasury
  Regulation.
  
           Section  1.10  "Capital  Contribution"  shall mean the total  amount of
  money, or the Gross Asset Value of property  contributed to the Partnership,  if
  
                                         3
  any, by all the Partners or any class of Partners or any one Partner as the case
  may be (or by a predecessor-in-interest of such Partner or Partners), reduced by
  any of such capital which shall have been returned  pursuant to Section 7.3, 7.4
  or 7.5 of this  Agreement.  A loan to the  Partnership by a Partner shall not be
  considered a Capital Contribution.
  
       Section 1.11 "Cash Flow From  Operations"  shall mean gross  receipts  (not
  including any subsidy for rental income from the General Partner or an Affiliate
  thereof,  prepayments of rent,  security  deposits and interest  thereon (unless
  non-refundable  or  forfeited),  Capital  Contributions,   Sale  or  Refinancing
  Proceeds or proceeds of Partnership  borrowings)  from  Partnership  operations,
  determined on a cash basis,  less debt  payments,  capital  expenditures  to the
  extent not paid from  borrowings  or  reserves,  amounts  set aside as  reserves
  pursuant  to Article  VIII and  operating  expenses  associated  with rental and
  maintenance  of the  Project;  but  excluding  deductions  for cost  recovery of
  buildings, improvements and personal property, and amortization of any financing
  fees.
  
       Section  1.12  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
  amended from time to time, or any successor statute.
  
       Section 1.13  "Completion  of  Construction"  shall mean the  completion of
  construction  of the  Project  substantially  in  accordance  with  the  Project
  Documents in order to obtain the  required  certificates  of  occupancy  (or the
  local  equivalent)  for all one  hundred  forty-two  (142)  apartment  units  as
  evidenced by the issuance of the  certificate  of occupancy by the  governmental
  agency having jurisdiction over the Project or by the issuance of the inspecting
  architect's  certification,  in a form  substantially  similar to that  attached
  hereto as Exhibit "E". The  construction  shall be completed in good workmanlike
  manner,  free and clear of all mechanic's,  materialmen's  or similar liens, and
  all other  expenses and costs,  including but not limited to costs of financing,
  must be paid with respect to the Project through completion.
  
       Section 1.14 "Compliance Period" shall mean the period set forth in Section
  42 (i)(1) of the Code, as amended, or any successor statute.
  
       Section 1.15 "Consent of the Limited  Partner" shall mean the prior written
  consent or approval of the Limited Partner.
  
       Section 1.16 "Construction  Contract" shall mean the construction  contract
  in the amount of  $4,891,549,  entered  into  between  the  Partnership  and the
  Contractor pursuant to which the Project is being constructed.
  
       Section 1.17 "Construction  Loan" shall mean the loan obtained from Bank of
  America,  Federal  Savings  Bank in the  principal  amount of  $3,627,130  at an
  
                                         4
  interest rate equal to Bank of America National Trust and Savings  Association's
  Reference  Rate plus 1  percentage  point per year for a term of 16 months after
  recordation  of the Deed of Trust  securing the loan, but no later than June 30,
  1998,  to provide funds for the  construction  and  development  of the Project.
  Where the context admits, the term  "Construction  Loan" shall include any deed,
  deed  of  trust,  note,  security  agreement,   assumption  agreement  or  other
  instrument executed in connection with the Construction Loan which is binding on
  the Partnership.
  
       Section 1.18 "Contractor" shall mean Banes General Contractors, Inc., which
  is the general construction contractor for the Project.
  
       Section 1.19 "Debt Service  Coverage"  shall mean the ratio between the net
  operating income and the debt service required to be paid on the Mortgage(s); as
  example, a 1.15 Debt Service Coverage means that for every $1.00 of debt service
  required to be paid there must be $1.15 of net operating income  available.  For
  purposes of this definition net operating income is the actual receipt on a cash
  basis  by the  Partnership  of  revenues  from  operations  of the  Partnership,
  including,  without limitation,  rental income (but not any subsidy thereof from
  the  General  Partner  or an  Affiliate  thereof),  but  excluding  prepayments,
  security  deposits and interest  thereon (unless  non-refundable  or forfeited),
  less all cash operating obligations of the Partnership (other than those covered
  by  insurance)  in  accordance  with  the  applicable   budget  adopted  by  the
  Partnership in accordance with Section 14.3(j) of this Agreement (the "Budget"),
  including, without limitation, the payment of Management Agent fees (which shall
  be  deemed to  include  that  portion  of such fees  which is  deferred  and not
  currently  paid) and the funding of reserves in accordance  with Article VIII of
  this Agreement, and a reserve for all taxes or payments in lieu of taxes and any
  other  expenses  which may  reasonably  be expected  to be paid in a  subsequent
  period but which on an accrual  basis are  allocable  to the period in question,
  such as insurance premiums, audit, tax or accounting expenses.  Without limiting
  the generality of the foregoing,  the Partnership's  gross revenues for purposes
  of this  Section  shall  not  include  Capital  Contributions,  borrowings,  any
  lump-sum  payment  or any  other  extraordinary  receipt  of funds  thereby,  or
  interest  or any other  income  earned on  investment  of its funds,  and unless
  otherwise  provided  in  a  Budget,  the  cash  operating   obligations  of  the
  Partnership  shall be deemed to include  real estate taxes for the period at the
  fully assessed rate. A worksheet for the calculation of Debt Service Coverage is
  found in the  Report  of  Operations  exhibit  attached  to this  Agreement  and
  incorporated herein by this reference.
  
       Section 1.20 "Deferred  Management Fee" shall have the meaning set forth in
  Section 9.2(c) hereof.
  
       Section 1.21 "Developer" shall mean Trianon Development Corporation.
  
                                         5
  Section 1.22  "Development Fee" shall mean the fee payable to the Developer
  pursuant  to Section  9.2(a) of this  Agreement  for  services  incident  to the
  development  and  construction of the Project in accordance with the Development
  Fee Agreement  between the  Partnership  and the  Developer  dated the even date
  herewith and incorporated herein by this reference.
  
       Section 1.23  "Distributions"  shall mean the total amount of money, or the
  Gross Asset Value of property  (net of  liabilities  securing  such  distributed
  property  that such  Partner is  considered  to assume or take  subject to under
  Section  752 of the  Code),  distributed  to  Partners  with  respect  to  their
  Interests in the Partnership,  but shall not include any payments to the General
  Partner or its  Affiliates  for fees or other  compensation  as provided in this
  Agreement or any guaranteed  payment within the meaning of Section 707(c) of the
  Code, as amended, or any successor thereto.
  
       Section 1.24 "Fair Market Value" shall mean,  with respect to any property,
  real or  personal,  the price a ready,  willing  and able  buyer  would pay to a
  ready,  willing and able  seller of the  property,  provided  that such value is
  reasonably  agreed to between the parties in arm's-length  negotiations  and the
  parties have sufficiently adverse interests.
  
       Section  1.25 "First Year  Certificate"  shall mean the  certificate  to be
  filed by the General  Partner with the  Secretary of the Treasury as required by
  Code Section 42(1)(1), as amended, or any successor thereto.
  
       Section 1.26 "Force Majeure" shall mean any act of God, strike, lockout, or
  other industrial  disturbance,  act of the public enemy, war,  blockage,  public
  riot, fire, flood, explosion, governmental action, governmental delay, restraint
  or  inaction  and any  other  cause or  event,  whether  of the kind  enumerated
  specifically herein, or otherwise, which is not reasonably within the control of
  a Partner to this Agreement claiming such suspension.
  
       Section 1.27 "General  Partner" shall mean  TRIANON-MESA  VERDE, LLC, a New
  Mexico  limited  liability  company  and shall  mean such  other  Persons as are
  admitted  to the  Partnership  as  additional  or  substitute  General  Partners
  pursuant to this Agreement.
  
       Section 1.28 "Gross Asset Value" shall mean with respect to any asset,  the
  asset's adjusted basis for federal income tax purposes, except as follows:
  
           (a) The initial Gross Asset Value of any asset contributed by a Partner
  to the  Partnership  shall be the Fair Market Value of such asset, as determined
  by the  contributing  Partner and the General  Partner,  provided  that,  if the
  contributing  Partner is a General Partner, the determination of the Fair Market
  Value of a contributed asset shall be determined by appraisal;
  
                                         6
  (b) The Gross Asset Values of all  Partnership  assets shall be adjusted to
  equal their respective Fair Market Values, as determined by the General Partner,
  as of the following times: (1) the acquisition of an additional  Interest in the
  Partnership  by any new or  existing  Partner  in  exchange  for more  than a de
  minimis  Capital  Contribution;  (2) the  distribution  by the  Partnership to a
  Partner  of  more  than  a  de  minimis  amount  of   Partnership   property  as
  consideration for an Interest in the Partnership; and (3) the liquidation of the
  Partnership    within   the    meaning   of   Treasury    Regulations    Section
  1.704-1(b)(2)(ii)(g);  provided,  however,  that  the  adjustments  pursuant  to
  clauses  (1) and (2) above  shall be made only with the  Consent of the  Limited
  Partner  and  only  if the  General  Partner  reasonably  determines  that  such
  adjustments  are  necessary  or  appropriate  to reflect the  relative  economic
  interests of the Partners in the Partnership;
  
       (c) The Gross  Asset  Value of any  Partnership  asset  distributed  to any
  Partner  shall be adjusted  to equal the Fair Market  Value of such asset on the
  date of distribution  as determined by the distributee and the General  Partner,
  provided that, if the distributee is a General Partner, the determination of the
  Fair Market Value of the distributed asset shall be determined by appraisal; and
  
       (d) The Gross Asset Values of  Partnership  assets  shall be increased  (or
  decreased)  to reflect  any  adjustments  to the  adjusted  basis of such assets
  pursuant to Code Section 734(b) or Code Section  743(b),  but only to the extent
  that such  adjustments  are taken into account in determining  Capital  Accounts
  pursuant  to  Treasury  Regulations  Section  1.704-1(b)(2)(iv)(m)  and  Section
  10.3(g) hereof;  provided however, that Gross Asset Values shall not be adjusted
  pursuant to this Section  1.28(d) to the extent the General  Partner  determines
  that  an  adjustment   pursuant  to  Section  1.28(b)  hereof  is  necessary  or
  appropriate in connection with a transaction  that would otherwise  result in an
  adjustment pursuant to this Section 1.28(d).
  
       If the  Gross  Asset  Value of an asset  has been  determined  or  adjusted
  pursuant to Section 1.28(a),  Section 1.28(b),  or Section 1.28(d) hereof,  such
  Gross Asset Value shall  thereafter be adjusted by the  depreciation  taken into
  account with respect to such asset for purposes of computing Income and Losses.
  
       Section 1.29  "Hazardous  Substance"  shall mean and include any substance,
  material  or  waste,  including  asbestos,   petroleum  and  petroleum  products
  (including crude oil), that is or becomes designated, classified or regulated as
  "toxic"  or  "hazardous"  or a  "pollutant"  or  that  is or  becomes  similarly
  designated,  classified  or  regulated,  under any federal,  state or local law,
  regulation  or  ordinance  including,   without  limitation,   Compensation  and
  Liability Act of 1980, as amended,  the Hazardous Materials  Transportation Act,
  as amended,  the Resource  Conservation  and Recovery  Act, as amended,  and the
  regulations adopted and publications promulgated pursuant thereto.
  
                                         7
  Section 1.30 "Improvements" shall mean the one hundred forty-two (142) unit
  apartment  complex which the  Partnership  intends to develop and construct in a
  good and  workmanlike  manner  substantially  in  accordance  with the plans and
  specifications and Project Documents.
  
       Section 1.31 "Incentive Management Fee" shall have the meaning set forth in
  Section 9.2(e) hereof.
  
       Section 1.32 "Income and Losses" shall mean,  for each fiscal year or other
  period,  an amount equal to the  Partnership's  taxable  income or loss for such
  year or period,  determined  in  accordance  with Code Section  703(a) (for this
  purpose,  all items of income,  gain,  loss or  deduction  required to be stated
  separately  pursuant  to Code  Section  703(a)(1)  shall be  included in taxable
  income or loss), with the following adjustments:
  
       (a) Any income of the  Partnership  that is exempt from federal  income tax
  and not otherwise  taken into account in computing  Income or Losses pursuant to
  this Section 1.32 shall be added to such taxable income or loss;
  
       (b)  Any  expenditures  of  the  Partnership   described  in  Code  Section
  705(a)(2)(B) or treated as Code Section  705(a)(2)(B)  expenditures  pursuant to
  Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
  computing  Income and Losses  pursuant to this Section 1.32 shall be  subtracted
  from such taxable income or loss;
  
       (c) In the event the Gross Asset Value of any Partnership asset is adjusted
  pursuant to Section 1.28(a) or (b) hereof,  the amount of such adjustment  shall
  be taken  into  account as gain or loss from the  disposition  of such asset for
  purposes of computing Income and Losses;
  
       (d) Gain or loss resulting from any disposition of Partnership  assets with
  respect to which gain or loss is recognized for federal income purposes shall be
  computed by  reference  to the Gross Asset Value of the  property  disposed  of,
  notwithstanding  that the adjusted tax basis of such  property  differs from its
  Gross Asset Value;
  
       (e) In lieu of the  depreciation,  amortization,  and other  cost  recovery
  deductions  taken into account in computing such taxable  income or loss,  there
  shall be taken into account  depreciation  for such fiscal year or other period,
  computed as provided below; and
  
       (f) Notwithstanding any other provision of this definition, any items which
  are  specially  allocated  pursuant  to Sections  10.3 or 10.4 hereof  shall not
  otherwise be taken into account in computing Income or Losses.
  
                                         8
  Depreciation  for each fiscal year or other period shall be  calculated  as
  follows:  an  amount  equal to the  depreciation,  amortization,  or other  cost
  recovery  deduction  allowable  with  respect to an asset for such year or other
  period for federal income tax purposes,  except that if the Gross Asset Value of
  an asset differs from its adjusted  basis for federal income tax purposes at the
  beginning of such year or other  period,  depreciation  shall be an amount which
  bears the same ratio to such  beginning  Gross Asset Value as the federal income
  tax depreciation,  amortization,  or other cost recovery deduction for such year
  or other period bears to such beginning adjusted tax basis;  provided,  however,
  if the federal  income tax  depreciation,  amortization,  or other cost recovery
  deduction for such year is zero, depreciation shall be determined with reference
  to such beginning Gross Asset Value using any reasonable  method selected by the
  General Partner.
  
       Section 1.33 "Insurance"  shall mean casualty  coverage,  including but not
  limited  to, fire or other  casualty  loss to any  structure  or building on the
  Project in an amount equal to the full replacement value of the damaged property
  without  deduction  for  depreciation;   shall  include   comprehensive  general
  liability coverage against liability claims for bodily injury or property damage
  arising out of Project  operations in an amount equal to  $5,000,000;  and shall
  include an umbrella  liability  coverage  in an amount  equal to  $1,000,000  to
  protect  against  claims in excess of the limits of the other  primary  policies
  required herein.  All Insurance policies shall provide that they are not subject
  to cancellation  without 30 days prior written notice to the Limited Partner and
  shall not contain any co-insurance provisions.
  
       Section 1.34 "Insurance  Company" shall mean any insurance  company engaged
  by the  General  Partner  for the  Partnership  with the  Consent of the Limited
  Partner which  Insurance  Company shall have an A rating or better for financial
  safety by A.M. Best or Standard & Poor's.
  
       Section  1.35  "Interest"  shall mean the entire  ownership  interest  of a
  Partner in the Partnership at any particular  time,  including the right of such
  Partner to any and all benefits to which a Partner may be entitled hereunder and
  the obligation of such Partner to comply with the terms of this Agreement.
  
       Section 1.36  "Involuntary  Withdrawal"  means any Withdrawal caused by the
  death,  adjudication  of insanity or  incompetence,  or  Bankruptcy of a General
  Partner, or the removal of a General Partner pursuant to Section 13.2 hereof.
  
       Section  1.37  "LIHTC"  shall  mean  the  low-income   housing  tax  credit
  established  by TRA 1986 and which is provided for in Section 42 of the Code, as
  amended, or any successor thereto.
  
                                         9
  Section 1.38  "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND V,
  L.P., SERIES 4, a California limited partnership,  and such other Persons as are
  admitted  to the  Partnership  as  additional  or  Substitute  Limited  Partners
  pursuant to this Agreement.
  
       Section 1.39 "Management Agent" shall mean the property  management company
  which  oversees the property  management  functions for the Project and which is
  on-site  at  the  Project.   The  initial  Management  Agent  shall  be  Trianon
  Development  Corporation,  a California corporation,  formerly known as Mariners
  Enterprise, Inc.
  
       Section 1.40 "Management  Agreement"  shall mean the agreement  between the
  Partnership and the Management Agent for property management services.
  
       Section 1.41 "Minimum  Set-Aside  Test" shall mean the 40-60 set-aside test
  pursuant to Section  42(g),  as amended and any successor  thereto,  of the Code
  with respect to the percentage of apartment  units in the Project to be occupied
  by tenants  whose  incomes are equal to or less than the required  percentage of
  the area median gross income.  Notwithstanding,  the General  Partner has agreed
  that 40% of the apartment units will be rented to tenants with incomes of 50% or
  less of the area median income, adjusted for family size.
  
       Section  1.42  "Mortgage"  or  "Mortgage  Loan"  shall  mean any  source of
  permanent financing of the Project by a qualified  commercial lender (as defined
  in Section 42 of the Code)  evidencing the  indebtedness  of the Partnership and
  encumbering  the  Project.  Where the context  admits,  the term  "Mortgage"  or
  "Mortgage  Loan"  shall  include  any  mortgage,  deed,  deed  of  trust,  note,
  regulatory  agreement,   security  agreement,   assumption  agreement  or  other
  instrument executed in connection with the Mortgage Note which is binding on the
  Partnership;  and in case  any  Mortgage  is  replaced  or  supplemented  by any
  subsequent  mortgage  or  mortgages,  the  Mortgage  shall  refer  to  any  such
  subsequent mortgage or mortgages.
  
       Section 1.43 "Mortgage  Note" shall mean the  nonrecourse  promissory  note
  whereby the Partnership  promises to pay Bank of America,  Federal Savings Bank,
  or its successor or assignee, the principal sum of $2,280,000,  plus interest on
  the  principal  based on a 15 Treasury Bond yield plus 225 base points per annum
  over a term of 15 years and amortized over 30 years.
  
       Section 1.44  "Nonrecourse  Deductions"  shall have the meaning given it in
  Treasury Regulations Section 1.704-2(b)(1).
  
       Section 1.45  "Nonrecourse  Liability"  shall have the meaning  given it in
  Treasury Regulations Section 1.704-2(b)(3).
  
       Section 1.46  "Operating  Deficit" shall mean for any fiscal year the total
  amount by which the sum of the Partnership's  operating expenses (defined solely
  as the expenses incurred in connection with the operation and maintenance of the
  
                                         10
  Project),  debt  service on the  Mortgage  Loan and other  Partnership  debt and
  required  additions to Partnership  reserves in accordance  with Article VIII of
  this Agreement,  exceeds the cash revenues  received in respect of the operation
  of the Project for such fiscal year (not including any subsidy for rental income
  from the General Partner or an Affiliate thereof,  prepayments of rent, security
  deposits  and  interest  thereon,  Capital  Contributions,  Sale or  Refinancing
  Proceeds or proceeds of Partnership borrowings).
  
       Section 1.47  "Operating  Deficit  Guarantee  Period" shall mean the period
  commencing  with  the  date of  this  Agreement  and  ending  5 years  following
  Completion of Construction.
  
       Section 1.48 "Operating Loans" shall mean loans made by the General Partner
  to the Partnership pursuant to Article VI of this Agreement,  which loans do not
  bear  interest  and  are  repayable  only  as  provided  in  Article  XI of this
  Agreement.
  
       Section 1.49  "Original  Limited  Partner"  shall mean TRIANON  DEVELOPMENT
  CORPORATION, a California corporation.
  
       Section  1.50  "Partner(s)"  shall  collectively  mean the General  Partner
  and/or the Limited Partner.
  
       Section 1.51 "Partner Nonrecourse Debt" shall have the meaning set forth in
  Section 1.704-2(b)(4) of the Treasury Regulations.
  
       Section 1.52 "Partner  Nonrecourse Debt Minimum Gain" shall mean an amount,
  with respect to each Partner  Nonrecourse Debt, equal to the Partnership Minimum
  Gain that  would  result if such  Partner  Nonrecourse  Debt were  treated  as a
  Nonrecourse  Liability,  determined in accordance with Section  1.704-2(i)(3) of
  the Treasury Regulations.
  
       Section 1.53 "Partner  Nonrecourse  Deductions"  shall have the meaning set
  forth in Sections 1.704-2 (i)(1) and 1.704-2(i)(2) of the Treasury Regulations.
  
       Section 1.54  "Partnership"  shall mean the limited  partnership  continued
  under this Agreement.
  
       Section 1.55 "Partnership Minimum Gain" shall mean the amount determined in
  accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and
  1.704-2(d).
  
       Section 1.56 "Permanent Mortgage Commencement" shall mean the first date on
  which all of the following have occurred:  (a) the Construction  Loan shall have
  been repaid in full; and (b) the closing of the Mortgage shall have occurred and
  amortization of the Mortgage shall have commenced.
  
                                         11
  Section 1.57  "Person"  shall mean an  individual,  proprietorship,  trust,
  estate, partnership,  joint venture, association,  company, corporation or other
  entity.
  
       Section 1.58 "Project" shall collectively mean the approximately 8 acres of
  land in Roswell,  Chaves County,  New Mexico, as more fully described in Exhibit
  "A"  attached  hereto  and  incorporated  herein  by  this  reference,  and  the
  Improvements.
  
       Section  1.59  "Project  Documents"  shall mean and include  all  documents
  delivered to or required by the  Construction  Loan and Mortgage Loan and/or any
  governmental  agency having jurisdiction over the Project in connection with the
  development,  construction  and  financing  of the  Project,  including  but not
  limited  to, the  approved  plans and  specifications  for the  development  and
  construction of the Project.
  
       Section 1.60 "Projected  Annual Tax Credits" shall mean LIHTC in the amount
  of $640,746  per year for each of the years 1998  through 2007 which the General
  Partner has projected to be the total amount of LIHTC which will be allocated to
  the Limited Partner by the Partnership, constituting 99% of the aggregate amount
  of LIHTC of $6,472,180 to be available to the  Partnership;  provided,  however,
  that if the Actual Tax Credit for 1998 is less than $640,746,  the Projected Tax
  Credit for the year 2008 shall be  increased by an amount equal to the amount by
  which the Actual Tax Credit for 1997 is less than $640,746.
  
       Section  1.61  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $6,472,180.
                         
  
       Section 1.62 "Qualified Tenants" shall mean any tenants who have incomes of
  60% or less of the area median gross income,  as adjusted for family size, so as
  to make the Project eligible for LIHTC.
  
       Section  1.63  "Reference  Rate"  shall mean the per annum rate of interest
  publicly announced from time to time by Bank of America National Trust & Savings
  Association at San Francisco, California as its reference rate.
  
       Section  1.64  "Rent  Restriction  Test"  shall mean the test  pursuant  to
  Section  42 of the Code  whereby  the  gross  rent  charged  to  tenants  of the
  low-income  apartment units in the Project must not exceed 30% of the applicable
  income standards.
  
       Section  1.65  "Reporting  Fee" shall have the meaning set forth in Section
  9.2(d) hereof.
                    
       Section 1.66  "Revised  Projected  Tax Credits"  shall have the meaning set
  forth in Section 7.4(a) hereof.
                    
       Section 1.67 "Sale or Refinancing" shall mean any of the following items or
  transactions:  a  sale,  transfer,  exchange  or  other  disposition  of  all or
  
                                         12
  substantially  all of  the  assets  of the  Partnership,  a  condemnation  of or
  recovery of insurance  proceeds by the  Partnership  on account of a casualty at
  the Project or any part thereof, a claim against a title insurance company,  the
  refinancing or any Mortgage Note or other  indebtedness  of the  Partnership and
  any similar item or transaction;  provided, however, that the payment of Capital
  Contributions  by the Partners  shall not be included  within the meaning of the
  term "Sale or Refinancing."
  
       Section 1.68 "Sale or Refinancing Proceeds" shall mean all cash receipts of
  the  Partnership  arising from a Sale or  Refinancing  (including  principal and
  interest received on a debt obligation  received as consideration in whole or in
  part, on a Sale or Refinancing) less the amount paid or to be paid in connection
  with or as an expense  of such Sale or  Refinancing,  and with  regard to damage
  recoveries or insurance or condemnation  proceeds, the amount paid or to be paid
  for  repairs,  replacements  or  renewals  resulting  from  damage to or partial
  condemnation of the Project.
  
       Section 1.69 "State" shall mean the State of New Mexico.
  
       Section 1.70 "State Tax Credit  Agency"  shall mean the state agency of New
  Mexico which has the  responsibility  and  authorization to administer the LIHTC
  program in New Mexico.
  
       Section  1.71  "Substitute  Limited  Partner"  shall mean any Person who is
  admitted to the  Partnership  as a Limited  Partner  pursuant to Section 12.5 or
  acquires  the  Interest of the Limited  Partner  pursuant to Section 7.3 of this
  Agreement.
  
       Section 1.72 "Tax Credit" shall mean any credit permitted under the Code or
  the law of any state  against the federal or a state income tax liability of any
  Partner as a result of activities or expenditures of the Partnership  including,
  without limitation, LIHTC.
  
       Section 1.73 "Tax Credit  Conditions"  shall mean,  for the duration of the
  Compliance  Period,  any and all  restrictions  including,  but not  limited to,
  applicable federal,  state and local laws, rules and regulations,  which must be
  complied  with in  order  to  qualify  for the  LIHTC  or to  avoid  an event of
  recapture in respect of the LIHTC.
  
       Section 1.74 "TRA 1986" shall mean the Tax Reform Act of 1986.
  
       Section 1.75 "Treasury  Regulations"  shall mean the Income Tax Regulations
  promulgated under the Code, as such regulations may be amended from time to time
  (including corresponding provisions of succeeding regulations).
  
       Section  1.76  "Withdrawing"  or  "Withdrawal"  (including  the  verb  form
  "Withdraw" and the adjectival forms  "Withdrawing" and "Withdrawn")  shall mean,
  as to a General Partner,  the occurrence of the death,  adjudication of insanity
  
                                         13
  or incompetence,  or Bankruptcy of such Partner,  or the withdrawal,  removal or
  retirement  from the  Partnership of such Partner for any reason,  including any
  sale,  pledge,  encumbering,  assignment or other transfer of all or any part of
  its General Partner  Interest and those situations when a General Partner may no
  longer  continue  as a General  Partner by reason of any law or  pursuant to any
  terms of this Agreement.
  
                                     ARTICLE II
  
                                        NAME
  
       The  name of the  Partnership  shall  be "MESA  VERDE  APARTMENTS,  LIMITED
  PARTNERSHIP."
  
                                     ARTICLE III
  
                    PRINCIPAL EXECUTIVE OFFICE/AGENT FOR SERVICE
  
       Section 3.1 Principal  Executive Office. The principal  executive office of
  the Partnership is located at 4695 MacArthur  Court,  Suite 830,  Newport Beach,
  California  92660,  or at such  other  place or places  within  the State as the
  General Partner may hereafter designate.
  
       Section  3.2 Agent for  Service  of  Process.  The  office and the name and
  address of the agent for service of process  required by Section 54-2-5 N.M.S.A.
  1978 are Capitol Document Services, Inc., 601 Tijeras Avenue, N.W., Albuquerque,
  New Mexico 87102.
  
                                     ARTICLE IV
  
                                       PURPOSE
  
       The purpose of the  Partnership is to acquire,  construct,  own and operate
  the  Project  in order to  provide,  in part,  Tax  Credits to the  Partners  in
  accordance  with  the  provisions  of the  Code  and  the  Treasury  Regulations
  applicable to LIHTC and to sell the Project. The Partnership shall not engage in
  any  business  or  activity  which is not  incident  to the  attainment  of such
  purpose.
  
                                      ARTICLE V
  
                                        TERM
  
       The  Partnership  term  commenced  upon the  filing of the  Certificate  of
  Limited  Partnership  in the  office  of,  and on the form  prescribed  by,  the
  Secretary  of State of the State,  and shall  continue  until  December 31, 2050
  unless terminated earlier in accordance with the provisions of this Agreement or
  as otherwise provided by law.
  
                                         14
  ARTICLE VI
  
                      GENERAL PARTNER'S CONTRIBUTIONS AND LOANS
  
       Section 6.1 Capital  Contribution of General  Partner.  The General Partner
  shall make a Capital  Contribution in the amount required in accordance with the
  Construction Loan and Mortgage Loan.
  
       Section 6.2 Construction and Operating Obligations; General Partner Loans.
  
       (a) The General Partner shall cause  Completion of  Construction  and shall
  equip  the  Project  or cause the same to be  equipped  with all  necessary  and
  appropriate  fixtures,  equipment and articles of personal  property,  including
  refrigerators and ranges.  If costs and expenses  necessary to effect Completion
  of Construction exceed the sum of the Capital  Contributions and the proceeds of
  the Mortgage  Note, the General  Partner shall be  responsible  for and shall be
  obligated to pay such deficiencies.  Any such advances shall not be reimbursable
  or otherwise  change the Interest of any Partner in the Partnership but shall be
  considered  a cost  overrun  and  not be  repayable.  In  addition,  if (1)  the
  Improvements  are not completed on or before December 31, 1997 (the  "Completion
  Date")  (which date may be extended  in the events of Force  Majeure,  but in no
  event  longer  than  three  months  from  the  Completion  Date);  (2)  prior to
  completing the Improvements, there is an uncured default under or termination of
  the Construction Loan or Mortgage Loan commitment;  or (3) a foreclosure  action
  is commenced against the Partnership,  then at the Limited  Partner's  election,
  either the General  Partner will be removed from the Partnership and the Limited
  Partner, or an assignee,  will be admitted as successor General Partner,  all in
  accordance with Article XIII hereof,  or the General Partner will repurchase the
  Interest of the Limited  Partner for an amount equal to the amounts  theretofore
  paid by the  Limited  Partner,  and the  Limited  Partner  shall have no further
  Interest in the  Partnership.  If the Limited Partner elects to have the General
  Partner repurchase the Interest of the Limited Partner then the repurchase shall
  occur within 90 days after the General Partner  receives written demand from the
  Limited Partner. In reference to clauses (2) and (3) of this Section 6.2(a), the
  General  Partner shall have 60 days to cure following the receipt of notice from
  the Lender for the  Construction  Loan or  Mortgage  or notice  from the Limited
  Partner.  During said period the General Partner may cure the condition(s) which
  caused the notice to be sent.  During such period the Limited  Partner will take
  no further  action to remove the General  Partner or cause a  repurchase  of the
  Limited Partner's Interest.
  
       (b) During the Operating Deficit Guarantee Period, the General Partner,  as
  required from time to time, shall provide  Operating Loans in amounts  necessary
  to cover any Operating Deficits. Each Operating Loan shall be nonrecourse to the
  Partners  and  shall be  repayable  out of 50% of the  available  Cash Flow From
  
                                         15
  Operations or from Sale or Refinancing Proceeds in accordance with Article XI of
  this  Agreement.  In the  event  the  General  Partner  shall  fail to make  any
  Operating Loans required by this Section 6.2(b),  the Partnership shall withhold
  those funds otherwise payable to the General Partner or its Affiliates  pursuant
  to Section 9.2 ("General  Partner Funds") and utilize the withheld funds to meet
  the obligations of the General Partner pursuant to this Section 6.2(b); any such
  use of General  Partner  Funds will be deemed an  Operating  Loan of the General
  Partner  repayable  to the  General  Partner as  aforesaid.  Such use of General
  Partner Funds shall also constitute  payment and satisfaction of amounts payable
  to the General  Partner or Affiliates  thereof  pursuant to Section 9.2, and the
  obligation of the  Partnership  to make such payments to the General  Partner or
  its Affiliates pursuant to Section 9.2 shall therefore be deemed satisfied.
  
       Section 6.3 Other General Partner Loans.  After expiration of the Operating
  Deficit Guarantee Period,  with the Consent of the Limited Partner,  the General
  Partner may loan to the Partnership any sums required by the Partnership and not
  otherwise reasonably available to it.  Notwithstanding,  the General Partner may
  loan up to $2,500 per calendar  year to the  Partnership  without the Consent of
  the Limited  Partner.  Any such loan shall bear simple interest (not compounded)
  at the rate of 2% per annum above the then  prevailing  prime or reference  rate
  charged by Bank of America N.T. & S.A., Main Office, San Francisco,  California,
  or, if lesser,  the maximum legal rate. The maturity date and repayment schedule
  of any such loan shall be as agreed to by the  General  Partner  and the Limited
  Partner.  The terms of any such loan shall be evidenced by a written instrument.
  The General Partner shall not charge a prepayment  penalty on any such loan. Any
  loan in contravention of this Section shall be deemed an invalid action taken by
  the General  Partner and such advance will be  classified  as a General  Partner
  Capital Contribution.
  
                                     ARTICLE VII
  
                      CAPITAL CONTRIBUTIONS OF LIMITED PARTNER
  
       Section 7.1 Original Limited  Partner.  The Original Limited Partner made a
  Capital  Contribution of $100.  Effective as of the date of this Agreement,  the
  Original Limited Partner's  Interest has been liquidated and the Partnership has
  reacquired  the Original  Limited  Partner's  Interest in the  Partnership.  The
  Original  Limited Partner  acknowledges  that it has no further  interest in the
  Partnership  as a  limited  partner  as of the date of this  Agreement,  and has
  released  all  claims,  if  any,  against  the  Partnership  arising  out of its
  participation as a limited partner.
  
       Section 7.2 Capital  Contribution of Limited  Partner.  The Limited Partner
  shall  make a  Capital  Contribution  in the  amount  of  $3,940,587,  as may be
  adjusted in accordance with Section 7.4 of this Agreement,  in cash on the dates
  
                                         16
  and subject to the conditions hereinafter set forth:
  
       (a) The  obligation  of the Limited  Partner to pay the  aforesaid  Capital
  Contribution shall be subject to the satisfaction of the following conditions:
  
            (1) prior to the initial  payment of the  Capital  Contribution  only,
  the issuance  to the  Limited  Partner of an opinion of the Partnership's legal
  counsel, in a form substantially  similar to the form of opinion attached hereto
  as Exhibit "B" and incorporated herein by this reference;
  
            (2) prior to the initial  payment of the  Capital Contribution only, 
  the General  Partner shall deliver to the Limited Partner  a  fully  executed
  Certification  and  Agreement  in the form  attached  hereto as Exhibit  "C" and
  incorporated herein by this reference;
  
            (3) prior to the due date of each installment of such Capital 
  Contribution except the first  payment,  the  General  Partner  shall  deliver 
  to the Limited Partner a fully  executed  General  Partner  Certification in the
  form attached hereto as Exhibit "D" and incorporated  herein by this reference, 
  to the effect that all of the  representations  and  warranties  set forth in  
  Article  IX are accurate in all material respects;
  
            (4)  prior to the Capital Contribution payment referenced in  Section
  7.2(b)(3) the General Partner shall deliver to the Limited Partner a copy of the
  certificate of occupancy (or equivalent evidence of local occupancy approval) on
  all the  apartment  units in the Project and a copy of the  recorded  grant deed
  (warranty deed);
  
            (5)  prior to the Capital  ontribution payment referenced in  Section
  7.2(b)(4), the General Partner shall deliver to the Limited Partner a copy of an
  ALTA Owner's Title Insurance  Policy,  copies of all Mortgage Notes and Mortgage
  Loan documents  required by Bank of America,  Federal  Savings Bank to close the
  Mortgage and disburse the Mortgage proceeds to the Partnership;
  
            (6)  prior to the Capital Contribution payment referenced  in  Section
  7.2(b)(4) the General  Partner shall deliver to the Limited  Partner the current
  rent roll, copies of all initial tenant files including completed  applications,
  completed  questionnaires  or checklist of income and assets,  documentation  of
  third party verification of income and assets, income certification forms (LIHTC
  specific) and executed lease  agreements  collected by the Management  Agent, or
  the General Partner, verifying each tenant's eligibility as a Qualified Tenant;
  
            (7)  prior to each Capital Contribution payment referenced in  Section
  7.2(b)(1)  through and including  7.2(b)(3) the General Partner shall deliver to
  the  Limited  Partner  copies  of all  inspecting  architect's  application  and
  
                                         17
  certificate  of payment (AIA Document  G702,  or similar form  acceptable to the
  Limited  Partner),  all  Construction  Loan  draw  requests  and a  copy  of the
  construction schedule and any updates to the construction schedule;
  
            (8)  prior to the Capital Contribution payment referenced in  Section
  7.2(b)(5) the General Partner shall deliver to the Limited Partner a copy of the
  Declaration of Restrictive Covenants/Extended Use Agreement entered into between
  the Partnership and the State Tax Credit Agency,  an audited  construction  cost
  certification with an itemized cost breakdown,  Internal Revenue Code Form 8609,
  or any successor  form and any documents  previously not provided to the Limited
  Partner but required pursuant to this Section 7.2(a) and Sections  14.3(a),  (b)
  and (c).
  
       (b) Provided the conditions of Section 7.2(a) of this Partnership Agreement
  have  been  met,  the  Limited   Partner  shall  make  the   following   Capital
  Contributions:
  
            (1) $2,048,889 shall be payable upon admittance of the Limited Partner
  into the Partnership, provided the conditions of Section 7.2(a) have been met;
  
            (2)  $1,009,169 shall be payable upon 50% Completion of Construction  
  as evidenced by the inspecting architect's  certification and the construction 
  draw request, provided the conditions of Section 7.2(a) have been met;
  
            (3)  $576,784 shall be payable upon 95% Completion of Construction as
  evidenced by the inspecting architect's  certification and the construction draw
  request, provided the conditions of Section 7.2(a) have been met;
  
            (4) $135,282 shall be payable upon Completion of Construction as
  evidenced by the inspecting  architect's  certification in a form substantially 
  similar to the form attached here as Exhibit "E" and incorporated herein by 
  this reference, the issuance of a permanent  certificate of occupancy (or
  equivalent evidence of local  occupancy  approval)  for all  units  and receipt
  of a letter  from the Contractor  stating all amounts payable to the Contractor
  have been paid in full or bonded and that the Partnership is not in  violation  
  of the  construction contract, provided the conditions of Section 7.2(a) have 
  been met;
  
            (5) $135,282  shall be payable upon the date the Project maintains a 
  debt coverage ratio of 1.15 for a period of 120 days, the Limited  Partner's
  receipt of, and review of, tenant income verification data to determine that 
  100% of the units in the  Project  qualify  under  Section 42 of the Code,
  delivery  to the Limited Partner of the  Accountant's  final Tax Credit cost
  certification  in a form  substantially  similar  to the  form  attached  here  
  as  Exhibit  "F" and incorporated  herein by this  reference,  setting forth the
  
                                         18
  Project's eligible basis and the amount of the Tax Credits to which the 
  Partnership  is  entitled, and delivery to the Limited  Partner copies of a 
  fully executed set of permanent mortgage documents, provided the conditions of 
  Section 7.2(a) have been met; and
  
            (6) $35,181 shall be payable after all the above conditions have been 
  met and  delivery  to the Limited  Partner of IRS Form 8609 and the first year 
  tax return in which Tax Credits are taken, provided the conditions of Section 
  7.2(a) have been met.
  
       Section 7.3 Repurchase of Limited Partner's Interest.  Within 90 days after
  the General  Partner  receives  written  demand from the  Limited  Partner,  the
  Partnership shall repurchase the Limited  Partner's  Interest in the Partnership
  by refunding to it in cash the full amount of the Capital Contribution which the
  Limited  Partner has  theretofore  made in the event that,  for any reason,  the
  Partnership shall fail to:
  
       (a) receive an  allocation of LIHTC no later than the close of the calendar
  year during which the Project is placed in service;
  
       (b) cause the Project to be placed in service by December 31, 1997;
  
       (c) achieve 90%  occupancy of the Project by  Qualified  Tenants by June 1,
  1998;
  
       (d) obtain  Permanent  Mortgage  Commencement by May 15, 1998 or such later
  date extended by Bank of America;
  
       (e) meet both the Minimum  Set-Aside Test and the Rent Restriction Test not
  later than  December  31 of the first year the  Partnership  elects the LIHTC to
  commence in accordance with the Code; and
  
       Section 7.4 Reduction of Limited Partner's Capital Contribution.
  
       (a) If the anticipated amount of Tax Credits to be allocated to the Limited
  Partner as evidenced by IRS Form 8609,  and Schedule A thereto,  and the audited
  construction  cost  certification  provided to the Limited  Partner is less than
  $3,577,850  (the "Revised  Projected Tax  Credits")  then the Limited  Partner's
  Capital Contribution  provided for in Section 7.2 shall be reduced by the amount
  which will make the total Capital Contribution to be paid by the Limited Partner
  to the  Partnership  equal to 61.5% of the  Revised  Projected  Tax  Credits  so
  anticipated to be allocated to the Limited Partner.
  
       (b) The General Partner is required to use its best efforts to rent 100% of
  the Project's  apartment  units to Qualified  Tenants  throughout the Compliance
  Period.  If at any time during the first five calendar years  following the year
  in which the Project is placed in service,  the Actual Tax Credit for any fiscal
  
                                         19
  year or portion thereof is or will be less than the Projected Annual Tax Credit,
  or the Revised  Projected  Tax Credit  calculated  on an annual basis  ("Revised
  Projected Annual Tax Credit"),  if applicable,  then, unless the shortfall shall
  have previously been addressed under Section 7.4(a), the amount of the reduction
  shall be applied to the next Capital  Contribution  owed by the Limited Partner,
  if any, and any portion of such reduction in excess of such Capital Contribution
  shall be applied  to reduce  succeeding  Capital  Contributions  of the  Limited
  Partner,  if  any.  If,  at the  time  of  determination  thereof,  the  Capital
  Contribution  reduction  referenced in Section 7.4(a) and/or this Section 7.4(b)
  is  greater  than the  balance of the  Limited  Partner's  Capital  Contribution
  payments which is then due, if any ("Reduction  Shortfall"),  then the amount of
  the  Reduction  Shortfall  shall be paid by the  General  Partner to the Limited
  Partner  within  ninety  days of the  General  Partner  receiving  notice of the
  Reduction Shortfall from the Limited Partner.
  
       (c) In the event  that,  for any  reason,  at any time after the first five
  calendar years following the year in which the Project is placed in service, the
  amount of the Actual Tax Credit is less than the Projected Annual Tax Credit, or
  the Revised  Projected  Annual Tax Credit,  if  applicable,  (the "Annual Credit
  Shortfall"), then, unless the Annual Credit Shortfall shall have previously been
  addressed under Section 7.4(a) or Section 7.4(b),  there shall be a reduction in
  the General  Partner's  share of Cash Flow From Operations in an amount equal to
  the Annual Credit Shortfall and said amount instead shall be paid to the Limited
  Partner.  In the event  there are not  sufficient  funds to pay the full  Annual
  Credit Shortfall to the Limited Partner at the time of the next  Distribution of
  Cash Flow From  Operations,  then the Limited Partner shall be treated as having
  made a constructive  advance to the Partnership in an amount equal to the Annual
  Credit Shortfall (a "Credit Shortfall Loan"), which shall be deemed to have been
  made on January 1 of the year in which the Annual Credit Shortfall arises.  Each
  Credit  Shortfall Loan shall bear simple interest (not compounded) from the date
  on which such loan is deemed to have been made under this Section  7.4(c) at the
  rate  equal  to the  10-year  Treasury  money  rate at the  time  of the  Credit
  Shortfall Loan, or, if lesser,  the maximum legal rate applicable to such loans.
  Credit  Shortfall  Loans or any portion thereof shall be repaid in the next year
  in which  sufficient  monies are available from the General  Partner's Cash Flow
  From Operations,  with interest payable prior to principal.  In the event a Sale
  or  Refinancing  of the Project  occurs prior to repayment in full of the Credit
  Shortfall Loan then the excess will be paid in accordance with Section 11.2(b).
  
       (d) In the event there is a reduction in the qualified basis of the Project
  for income tax  purposes  following  an audit by the  Internal  Revenue  Service
  (IRS), and any review and/or appeals rights afforded the Partnership,  resulting
  in a recapture of Tax Credits  previously claimed and such recapture was not due
  to an action of the Limited Partner,  whether  directly or indirectly,  then, in
  addition to any other  payments to which the Limited  Partner is entitled  under
  
                                         20
  the terms of this  Section  7.4 the  General  Partner  shall pay to the  Limited
  Partner the sum of (1) the deficiency  assessed against the Limited Partner as a
  result of the Tax Credit  recapture,  (2) any interest and penalties  imposed on
  the  Limited  Partner  with  respect  to  such  deficiency,  and  (3) an  amount
  sufficient to pay any tax liability owed by the Limited  Partner  resulting from
  the receipt of the amounts  specified  in (1) and (2).  Notwithstanding,  if the
  reduction in basis is due to an IRS determination that the allocation provisions
  in Article X of this  Agreement  do not permit the  allocation  as  contemplated
  herein then the provisions of this Section 7.4(d) shall not apply.
  
       Section  7.5  Return  of  Capital  Contribution.  From  time  to  time  the
  Partnership  may have cash in excess of the amount  required  for the conduct of
  the affairs of the Partnership, and the General Partner may, with the Consent of
  the Limited  Partner,  determine that such cash should,  in whole or in part, be
  returned to the Limited  Partner in  reduction of its Capital  Contribution.  No
  such return shall be made unless all  recourse  liabilities  of the  Partnership
  (except  those to  Partners on account of amounts  credited to them  pursuant to
  this  Agreement)  have  been  paid or there  remain  assets  of the  Partnership
  sufficient,  in  the  sole  discretion  of the  General  Partner,  to  pay  such
  liabilities.
  
       Section 7.6 Liability of Limited Partner.  The Limited Partner shall not be
  liable for any of the debts, liabilities,  contracts or other obligations of the
  Partnership unless otherwise  specified in the Act. The Limited Partner shall be
  liable  only to make  Capital  Contributions  in the  amounts  and on the  dates
  specified  in  this  Agreement  and,  except  as  otherwise  expressly  required
  hereunder,  shall not be required to lend any funds to the Partnership or, after
  their  respective  Capital  Contributions  have been paid,  to make any  further
  Capital Contribution to the Partnership.
  
                                    ARTICLE VIII
  
                            WORKING CAPITAL AND RESERVES
  
       Section 8.1  Operating  and  Maintenance  Reserve and  Replacement  Reserve
  Account.  The Partnership  shall establish an operating and maintenance  reserve
  account and a replacement  reserve account and shall deposit thereinto an annual
  amount  equal to 1% of the total  indebtedness  to be  funded in twelve  monthly
  installments  per  residential  unit per year  commencing with the Completion of
  Construction for the purpose of repairs,  maintenance and capital repairs.  Said
  deposit shall be made monthly in equal  installments.  Any balance  remaining in
  these  accounts at the time of a sale of the Project  shall be first used to pay
  any unpaid  Development Fee in accordance with the Development Fee Agreement and
  the balance  shall be  allocated  and  distributed  equally  between the General
  Partner and the Limited Partner.
  
       Section 8.2 Other  Reserves.  The General  Partner  shall  establish out of
  funds  available to the  Partnership  a reserve  account  sufficient in its sole
  
                                         21
  discretion to pay any unforeseen  contingencies  which might arise in connection
  with the furtherance of the Partnership business including,  but not limited to,
  (a) any rent subsidy required to maintain rent levels in compliance with the Tax
  Credit  Conditions;  and (b) any real estate taxes,  insurance,  debt service or
  other payments for which other funds are not provided for hereunder or otherwise
  expected to be available to the  Partnership.  The General  Partner shall not be
  liable  for any  good-faith  estimate  which it shall  make in  connection  with
  establishing  or maintaining  any such reserves nor shall the General Partner be
  required to establish or maintain any such reserves if, in its sole  discretion,
  such reserves do not appear to be necessary.
  
                                     ARTICLE IX
  
                               MANAGEMENT AND CONTROL
  
       Section 9.1 Power and Authority of General Partner.  Subject to the receipt
  of Consent of the Limited Partner where required by this Agreement,  and subject
  to the other  limitations  and  restrictions  included  in this  Agreement,  the
  General Partner shall have complete and exclusive control over the management of
  the  Partnership  business  and  affairs,  and shall have the  right,  power and
  authority, on behalf of the Partnership, and in its name, to exercise all of the
  rights,  powers and  authority  of a partner of a  partnership  without  limited
  partners.  No Limited Partner (except one who may also be a General Partner, and
  then only in its capacity as General  Partner  within the scope of its authority
  hereunder)  shall  have  any  right  to be  active  in  the  management  of  the
  Partnership's business or investments or to exercise any control thereover,  nor
  have the right to bind the  Partnership in any contract,  agreement,  promise or
  undertaking,  or to act in any way  whatsoever  with  respect to the  control or
  conduct of the business of the  Partnership,  except as  otherwise  specifically
  provided in this Agreement.
  
       Section 9.2 Payments to the General Partners and Others.
  
       (a) The  Partnership  shall pay to the Developer a  Development  Fee in the
  amount of  $735,611.  The  Development  Fee shall  first be paid from  available
  proceeds in accordance  with Section  9.2(b) of this Agreement and any Cash Flow
  From Operations  through Completion of Construction and if not paid in full then
  paid in accordance with the Development Fee Agreement.
  
       (b) Notwithstanding the preceding,  the Partnership shall retain the sum of
  $3,940,587  from the Capital  Contributions  paid pursuant to Section  7.2(b) of
  this Agreement to be used for supplemental  development costs including, but not
  limited  to, land  costs,  architectural  fees,  survey and  engineering  costs,
  financing  costs,  loan  fees,  building  materials  and  labor,  but the amount
  retained  shall  in  no  event  be  greater  than  the  difference  between  the
  Construction  Loan and the Mortgage Loan. If any such funds are remaining  after
  
                                         22
  Completion of Construction and all  construction  costs are paid in full and the
  Construction Loan retired, then the remainder shall first be paid to the General
  Partner in an amount equal to any unpaid  Development  Fee and the  balance,  if
  any,  shall  be  paid to the  General  Partner  as a  reduction  of the  General
  Partner's Capital Contribution and/or an incentive rent-up fee.
  
       (c) The Partnership shall pay to the Management Agent a property management
  fee for the leasing  and  management  of the Project in an amount in  accordance
  with the Management  Agreement.  The term of the Management  Agreement shall not
  exceed one year. If the Management  Agent is an Affiliate of the General Partner
  then commencing with the termination of the Operating  Deficit  Guarantee Period
  referenced in Section 6.2(b),  in any year in which the Project has an Operating
  Deficit, 40% of the management fee will be deferred ("Deferred Management Fee").
  Deferred  Management  Fees, if any, shall be paid to the Management Agent solely
  in  accordance  with  and to the  extent  permitted  by  Section  11.1  of  this
  Agreement.
  
            (1) The General  Partner shall,  upon receiving any request of the 
  Mortgage lender  requesting  such  action,  dismiss  the  Management  Agent as 
  the entity responsible  for  management  of the Project  under the terms of the
  Management Agreement;  or, the General  Partner shall dismiss the  Management  
  Agent at the request of the Limited Partner for cause which shall mean:
  
               (A) the failure to timely or accurately  provide the information 
  needed to complete the reports required by Section 14.2 and 14.3 herein;
  
               (B) the rental of apartment units to non-Qualified Tenants; and
  
               (C) the  vacancy  rate at the  Project  is 12% or  greater  for  
  three  consecutive months, excluding a reasonable rent-up period.
  
             2) The  appointment  of any  successor  Management  Agent  is
  subject to the Consent of the Limited  Partner,  which will not be  unreasonably
  withheld,  and which may only be sought  after the General  Partner has provided
  the Limited  Partner  accurate and complete  disclosure  respecting the proposed
  Management Agent.
  
             (3) The  Partners  consent and agree that all initial  tenants
  must be approved and accepted by the  Management  Agent,  General  Partner and a
  third party retained by the Limited  Partner.  The Management Agent shall submit
  all tenant files to the Limited  Partner's agent  including,  but not limited to
  copies of tenant applications, certifications and third party verifications. The
  Limited  Partner's  agent shall have 48 hours to review the  completed  file and
  approve or  disapprove  of the  applicant as a tenant.  Approval or  disapproval
  shall be made strictly on the basis of Tax Credit compliance.
  
                                         23
  (d) The Partnership  shall pay to the Limited Partner a fee (the "Reporting
  Fee") commencing in 1998 equal to 15% of the Cash Flow From Operations but in no
  event less than $5,000 for the Limited  Partner's  services  in  monitoring  the
  operations  of  the   Partnership  and  for  services  in  connection  with  the
  Partnership's  accounting  matters and  assisting  with the  preparation  of tax
  returns and the reports  required in Sections  14.2 and 14.3 of this  Agreement.
  The Reporting Fee shall be payable within  seventy-five (75) days following each
  calendar year and shall be payable from Cash Flow From  Operations in the manner
  and  priority set forth in Section 11.1 of this  Agreement;  provided,  however,
  that if in any year Cash Flow From  Operations is  insufficient  to pay the full
  $5,000,  the unpaid portion thereof shall accrue without interest and be payable
  on a cumulative  basis in the first year in which there is sufficient  Cash Flow
  From Operations,  as provided in Section 11.1, or sufficient Sale or Refinancing
  Proceeds, as provided in Section 11.2.
  
       (e)  The  Partnership  shall  pay  to  the  General  Partner  an  Incentive
  Management  Fee  equal to 40% of the  available  Cash Flow  From  Operations  in
  accordance  with  Section  11.1 of this  Agreement  for each  fiscal year of the
  Partnership  commencing in 1998 for services  incident to the  administration of
  the business and affairs of the Partnership,  which services shall include,  but
  not limited to, maintaining the books and records of the Partnership,  selecting
  and supervising  the  Partnership's  Accountants,  bookkeepers and other Persons
  required to prepare and audit the  Partnership's  financial  statements  and tax
  returns,  and preparing and  disseminating  reports on the status of the Project
  and the  Partnership,  all as  required by Article  XIV of this  Agreement.  The
  Incentive  Management  Fee  shall  be  payable  within  seventy-five  (75)  days
  following each calendar year and shall be payable from Cash Flow From Operations
  in the  manner  and  priority  set  forth  in  Section  11.1.  If the  Incentive
  Management  Fee is not paid in any year it  shall  not  accrue  for  payment  in
  subsequent years.
  
          Section 9.3 Specific Powers of the General Partner.
  
       Subject to the other  provisions  of this  Agreement,  the General  Partner
  shall have the following powers:
  
       (a) In the  Partnership's  name and on its behalf,  the General Partner may
  hold, sell,  transfer,  lease or otherwise deal with any real, personal or mixed
  property,  interest  therein  or  appurtenance  thereto in  accordance  with the
  purpose of this Agreement as indicated in Article IV hereto;
  
       (b) In the  Partnership's  name and on its behalf,  the General Partner may
  employ,  contract and  otherwise  deal with,  from time to time,  Persons  whose
  services  are  necessary  or  appropriate  in  connection  with  management  and
  operation  of  the  Partnership   business,   including,   without   limitation,
  contractors,  agents, brokers,  Accountants and Management Agents (provided that
  the  selection of any  Management  Agent has received the Consent of the Limited
  
                                         24
  Partner) and attorneys, on such terms as the General Partner shall determine;
  
       (c) In the  Partnership's  name and on its behalf,  the General Partner may
  bring or defend, pay, collect, compromise,  arbitrate, resort to legal action or
  otherwise adjust claims or demands of or against the Partnership;
  
       (d) In the  Partnership's  name and on its behalf,  the General Partner may
  pay as a Partnership  expense any and all costs and expenses associated with the
  formation, development, organization and operation of the Partnership, including
  the expense of annual audits, tax returns and LIHTC compliance;
  
       (e) In the  Partnership's  name and on its behalf,  the General Partner may
  deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in
  a manner consistent with the provisions of this Agreement;
  
       (f) In the  Partnership's  name and on its behalf,  the General  Partner is
  authorized to execute the Construction Loan and the Mortgage;
  
       (g) The General  Partner may  require in any or all  Partnership  contracts
  that the General  Partner shall not have any personal  liability  thereunder but
  that the  Person  contracting  with the  Partnership  shall  look  solely to the
  Partnership and its assets for satisfaction;
  
       (h) In the  Partnership's  name and on its behalf,  the General Partner may
  execute,  acknowledge  and deliver any and all  instruments to effectuate any of
  the foregoing; and
  
       (i) The  General  Partner  shall  operate  the  Project and shall cause the
  Management Agent to manage the Project in such a manner that the Project will be
  eligible to receive  LIHTC with  respect to 100% of the  apartment  units in the
  Project. To that end, the General Partner agrees,  without  limitation,  to make
  all elections  requested by the Limited  Partner under Section 42 of the Code to
  allow the Partnership or its Partners to claim the Tax Credit, to file Form 8609
  with  respect  to the  Project as  required,  for at least the  duration  of the
  Compliance  Period to operate  the  Project  and cause the  Management  Agent to
  manage the  Project so as to comply with the  requirements  of Section 42 of the
  Code,  as amended,  or any  successor  thereto,  including,  but not limited to,
  Section 42(g) and Section  42(i)(3) of the Code, as amended,  or any  successors
  thereto,  to make all  certifications  required by Section 42(l) of the Code, as
  amended,  or any  successor  thereto,  and to operate  the Project and cause the
  Management Agent to manage the Project so as to comply with all other Tax Credit
  Conditions.
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
                                         25
  (a) Each of the provisions of this  Agreement  shall be subject to, and the
  General Partner  covenants to act in accordance with, the Tax Credit  Conditions
  and all applicable federal, state and local laws and regulations;
  
       (b) The Tax Credit Conditions and all such laws and regulations, as amended
  or supplemented,  shall govern the rights and obligations of the Partners, their
  heirs, executors, administrators,  successor and assigns, and they shall control
  as to any terms in this Agreement which are inconsistent therewith, and any such
  inconsistent terms of this Agreement shall be unenforceable by or against any of
  the Partners;
  
       (c) Upon any dissolution of the Partnership or any transfer of the Project,
  no title or right to the  possession  and control of the Project and no right to
  collect rent therefrom  shall pass to any Person who is not, or does not become,
  bound by the Tax Credit  Conditions  in a manner that, in the opinion of counsel
  to the  Partnership,  would not  avoid a  recapture  thereof  on the part of the
  former owners; and
  
       (d) Any  conveyance  or  transfer  of  title to all or any  portion  of the
  Project  required or  permitted  under this  Agreement  shall in all respects be
  subject to the Tax Credit  Conditions  and all  conditions,  approvals  or other
  requirements of the rules and regulations of any authority applicable thereto.
  
       Section  9.5   Limitations  on  General   Partner's  Power  and  Authority.
  Notwithstanding  the  provisions  of this Article IX, the General  Partner shall
  not:
  
       (a)  Except as  required  by  Section  9.4,  act in  contravention  of this
  Agreement;
  
       (b) Act in any  manner  which  would  make it  impossible  to  carry on the
  ordinary business of the Partnership;
  
       (c) Confess a judgment against the Partnership;
  
       (d) Possess Partnership property, or assign the Partner's right in specific
  Partnership property, for other than the exclusive benefit of the Partnership;
  
       (e)  Admit a  Person  as a  General  Partner  except  as  provided  in this
  Agreement;
  
       (f)  Admit a  Person  as a  Limited  Partner  except  as  provided  in this
  Agreement;
  
       (g) Violate any provision of the Mortgage Loan or Mortgage Note;
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
                                         26
  (i) Violate the Minimum Set-Aside Test or the Rent Restriction Test for the
  Project;
  
       (j) Cause any recapture of the Tax Credits;
  
       (k) Permit any creditor who makes a nonrecourse  loan to the Partnership to
  have,  or to acquire at any time as a result of making such loan,  any direct or
  indirect  interest  in the  profits,  income,  capital or other  property of the
  Partnership, other than as a secured creditor;
  
       (l) Commingle funds of the Partnership with the funds of another Person; or
  
       (m) Take any action  which  requires  the  Consent of the  Limited  Partner
  unless the General Partner has received the Consent of the Limited Partner.
  
       Section 9.6  Restrictions  on  Authority  of General  Partner.  Without the
  Consent of the Limited  Partner  which will not be  unreasonably  withheld,  the
  General Partner shall:
  
       (a) Sell, exchange, lease or otherwise dispose of the Project;
  
       (b) Incur  indebtedness  other than the Construction Loan and Mortgage Loan
  in the  name of the  Partnership,  other  than  in the  ordinary  course  of the
  Partnership's business;
  
       (c) Contract away the fiduciary duty owed to the Limited  Partner at common
  law;
  
       (d) Take any action  which would  cause the Project to fail to qualify,  or
  which would cause a termination or  discontinuance  of the  qualification of the
  Project,  as a "qualified low income housing  project" under Section 42(g)(1) of
  the Code, as amended, or any successor thereto, or which would cause the Limited
  Partner to fail to obtain the  Projected  Tax  Credits or which  would cause the
  recapture of any LIHTC;
  
       (e) Make any expenditure of funds, or commit to make any such  expenditure,
  other than in response  to an  emergency,  except as provided  for in the annual
  budget as provided in Section 14.3(i) hereof;
  
       (f) Cause the merger or other reorganization of the Partnership; or
  
       (g) Dissolve the Partnership except as provided in this Agreement.
  
       Section 9.7 Duties of General Partner. The General Partner agrees that it
  shall at all times:
                                         27
  (a) Diligently  and  faithfully  devote such of its time to the business of
  the  Partnership  as may be  necessary  to  properly  conduct the affairs of the
  Partnership;
  
       (b) File and  publish all  certificates,  statements  or other  instruments
  required by law for the formation and operation of the  Partnership as a limited
  partnership in all appropriate jurisdictions;
  
       (c) Cause the Partnership to carry Insurance from an Insurance Company;
  
       (d) Have a  fiduciary  responsibility  for the  safekeeping  and use of all
  funds and assets of the Partnership,  whether or not in its immediate possession
  or control  and not employ or permit  another to employ  such funds or assets in
  any manner except for the benefit of the Partnership;
  
       (e) Use its best  efforts so that all  requirements  shall be met which are
  reasonably  necessary  to obtain or  achieve  (1)  compliance  with the  Minimum
  Set-Aside Test, the Rent Restriction Test, and any other requirements  necessary
  for the Project to initially qualify, and to continue to qualify, for LIHTC; (2)
  issuance of all necessary certificates of occupancy,  including all governmental
  approvals  required to permit  occupancy  of all of the  apartment  units in the
  Project;  (3) compliance with all provisions of the Project  Documents and (4) a
  reservation and allocation of LIHTC from the Agency;
  
       (f) Use its best efforts to keep the Project and Project dwelling units, in
  decent,  safe, sanitary and good condition,  repair and working order,  ordinary
  use and  obsolescence  excepted,  and make or cause to be made from time to time
  all necessary repairs thereto  (including  external and structural  repairs) and
  renewals and replacements thereof;
  
       (g) Pay,  before  the same shall  become  delinquent  and before  penalties
  accrue thereon all Partnership taxes, assessments and other governmental charges
  against the  Partnership or its  properties,  and all of its other  liabilities,
  except to the extent and so long as the same are being  contested  in good faith
  by appropriate  proceedings in such manners as not to cause any material adverse
  effect  on  the  Partnership's   property,   financial   condition  or  business
  operations, with adequate reserves provided for such payments;
  
       (h) Permit,  and cause the Management Agent to permit,  the Limited Partner
  and its  representatives to have access to the Project and personnel employed by
  the Partnership and by the Management Agent who are concerned with management of
  the Project at all reasonable  times during normal business hours and to examine
  all agreements,  LIHTC compliance data and plans and  specifications and deliver
  copies  thereof and such  reports as may  reasonably  be required by the Limited
  
                                         28
  Partner.  The General  Partner shall provide the Limited  Partner with copies of
  all  correspondence,  notices and reports sent pursuant to or received under the
  Project  Documents or any authority with respect to the Project at the time such
  correspondence,  notices or reports  are sent or  received,  copies of all other
  correspondence of substantial  importance which a prudent investor would wish to
  examine in connection  with the transaction at the time such  correspondence  is
  sent or  received,  and all reports  required by Article XIV within the required
  time periods set forth therein.
  
       (i) Exercise good faith in all activities relating to the conduct of
  the  business of the  Partnership,  including  the  development,  operation  and
  maintenance  of the  Project,  and it shall take no action  with  respect to the
  business and property of the Partnership which is not reasonably  related to the
  achievement of the purpose of the Partnership;
  
       (j) Make any Capital  Contributions,  advances or loans required to be made
  by the General Partner under the terms of this Agreement;
  
       (k)  Establish  and maintain all reserves  required to be  established  and
  maintained under the terms of this Agreement;
  
       (l) Comply with each and every  covenant,  representation  and warranty set
  forth in Section 9.11; and
  
       (m) Perform  such other acts as may be  expressly  required of it under the
  terms of this Agreement.
  
       Section 9.8 Partnership Expenses.
  
       (a) All of the Partnership's expenses shall be billed directly to and
  paid by the Partnership to the extent reasonably practicable.  Reimbursements to
  the General Partner or any of its Affiliates by the Partnership shall be allowed
  only  for  the  Partnership's   operating  cash  expenses  and  subject  to  the
  limitations on the  reimbursement of such expenses set forth herein.  As used in
  this Section 9.8 the term  "operating cash expenses" shall mean, with respect to
  any  fiscal  period,  the  amount  of  cash  disbursed  by the  Partnership  for
  Partnership  business in that period in the ordinary  course of business for the
  payment of its operating expenses,  including but not limited to as expenses for
  advertising  and  promotion,  management,  utilities,  repair  and  maintenance,
  Insurance,   Partner   communications,   legal,   accounting,   statistical  and
  bookkeeping  services,  use of computing  or  accounting  equipment,  travel and
  telephone expenses,  salaries and direct expenses of Partnership employees while
  engaged in Partnership  business,  and any other operational and  administrative
  expenses  necessary  for  the  prudent  operation  of the  Partnership.  Without
  limiting the  generality  of the  foregoing,  "operating  cash  expenses"  shall
  include fees paid by the  Partnership to the General Partner or any Affiliate of
  the General  Partner  permitted by this  Agreement and the actual cost of goods,
  
                                         29
  materials and  administrative  services used for or by the Partnership,  whether
  incurred by the  General  Partner,  an  Affiliate  of the  General  Partner or a
  nonaffiliated  Person in  performing  the  foregoing  functions.  As used in the
  preceding  sentence,  "actual cost of goods and materials" means the actual cost
  of goods and materials used for or by the Partnership and obtained from entities
  which  are  not  Affiliates  of  the  General   Partner,   and  actual  cost  of
  administrative services means the pro rata cost of personnel (as if such persons
  were  employees of the  Partnership)  associated  therewith,  but in no event to
  exceed the amount which would be charged by nonaffiliated Persons for comparable
  goods and services.
  
       (b)  Reimbursement  to the  General  Partner  or any of its  Affiliates  of
  operating  cash expenses  pursuant to Subsection  (a) hereof shall be subject to
  the following:
  
            (1) No such  reimbursement  shall be  permitted  for services for 
  which the General Partner or any of its Affiliates is entitled to compensation 
  by way of a separate fee; and
  
            (2) No  such  reimbursement  shall  be made  for  (A)  rent or
  depreciation,  utilities,  capital equipment or other such administrative items,
  and (B) salaries,  fringe  benefits,  travel  expenses and other  administrative
  items incurred or allocated to any  "controlling  person" of the General Partner
  or any  Affiliate  of the General  Partner.  For the  purposes  of this  Section
  9.8(b)(2),  "controlling  person"  includes,  but is not limited to, any Person,
  however titled,  who performs functions for the General Partner or any Affiliate
  of the General  Partner similar to those of: (i) chairman or member of the board
  of directors;  (ii) executive management,  such as president,  vice president or
  senior  vice  president,   corporate   secretary  or  treasurer;   (iii)  senior
  management,  such as the vice  president  of an  operating  division who reports
  directly  to  executive  management;  or (iv) those  holding  5% or more  equity
  interest in such General Partner or any such Affiliate of the General Partner or
  a person  having  the power to direct or cause  the  direction  of such  General
  Partner or any such  Affiliate  of the  General  Partner,  whether  through  the
  ownership of voting securities, by contract or otherwise.
  
       Section 9.9 General Partner Expenses.  The General Partner or Affiliates of
  the General Partner shall pay all  Partnership  expenses which are not permitted
  to be reimbursed pursuant to Section 9.8 and all expenses which are unrelated to
  the business of the Partnership.
  
       Section  9.10  Other   Business  of   Partners.   Any  Partner  may  engage
  independently or with others in other business  ventures wholly unrelated to the
  Partnership  business  of  every  nature  and  description,  including,  without
  limitation, the acquisition, development, construction, operation and management
  of real estate projects and developments of every type on their own behalf or on
  behalf of other  partnerships,  joint  ventures,  corporations or other business
  
                                         30
  ventures  formed  by them or in  which  they may  have an  interest,  including,
  without  limitation,  business  ventures  similar to, related to or in direct or
  indirect  competition with the Project.  Neither the Partnership nor any Partner
  shall have any right by virtue of this Agreement or the partnership relationship
  created  hereby in or to such other  ventures or  activities or to the income or
  proceeds  derived  therefrom.  Conversely,  no Person  shall  have any rights to
  Partnership  assets,  incomes or  proceeds  by virtue of such other  ventures or
  activities of any Partner.
  
       Section 9.11 Covenants, Representations and Warranties. The General Partner
  covenants,  represents and warrants that the following are presently true, or as
  the case may be, will be true during the term of this  Agreement,  to the extent
  then applicable:
  
       (a)  The  Partnership  is a  duly  organized  limited  partnership  validly
  existing  under  the  laws  of the  State  and  has  complied  with  all  filing
  requirements  necessary  for the  protection  of the  limited  liability  of the
  Limited Partner.
  
       (b) The Partnership  Agreement and the applicable  Project Documents are in
  full force and effect and neither the  Partnership nor the General Partner is in
  breach or violation of any provisions thereof.
  
       (c)  Improvements  will be completed in a timely and workmanlike  manner in
  accordance with all applicable requirements of the Mortgage Loan, all applicable
  requirements  of all  appropriate  governmental  entities and  substantially  in
  accordance  with the plans and  specifications  of the Project that have been or
  shall be  hereafter  approved  by Bank of  America,  Federal  Savings  Bank,  if
  required,   and  all  applicable   governmental  entities,  as  such  plans  and
  specifications  may be changed  from time to time with the  approval  of Bank of
  America,  Federal Savings Bank and any applicable governmental entities, if such
  approval shall be required.
  
       (d) The  Project  is  being  operated  in  accordance  with  standards  and
  procedures  which are prudent and  customary  for the  operation  of  properties
  similar to the Project.
  
       (e)  Additional  Improvements  on the Project,  if any,  shall be completed
  substantially   in  conformity   with  the  Project   Documents  and  any  other
  requirements necessary to obtain Completion of Construction.
  
       (f) No Partner has or will have any personal  liability  with respect to or
  has or will have personally guaranteed the payment of the Mortgage.
  
       (g) The  Partnership is in compliance with all  construction  and use codes
  applicable  to the Project and is not in violation of any zoning,  environmental
  or similar regulations applicable to the Project.
  
                                         31
  (h) All appropriate public utilities, including sanitary and storm sewers,
  water,  gas and  electricity,  are  currently  available  and will be  operating
  properly  for all  units  in the  Project  at the time of  first  occupancy  and
  generally throughout the term of the Partnership.
  
       (i) The Project has  obtained,  or will obtain  before  Permanent  Mortgage
  Commencement,  and  will  maintain  throughout  the  term  of  this  Partnership
  Insurance written by an Insurance Company.
  
       (j) The Partnership owns the fee simple interest in the Project.
  
       (k) The Construction Contract has been entered into between the Partnership
  and  the  Contractor;  no  other  consideration  or fee  shall  be  paid  to the
  Contractor other than amounts set forth in the Construction Contract.
  
       (l) A builder's  risk  insurance  policy in favor of the  Partnership is in
  full force and effect and will remain in full force and effect until  Completion
  of Construction.
  
       (m) Except as otherwise  disclosed to the Limited  Partner in writing prior
  to the  execution  of  this  Agreement,  to the  best of the  General  Partner's
  knowledge:  (1) no Hazardous  Substance  has been disposed of, or released to or
  from,  or otherwise  now exists in, on, under or around,  the Project and (2) no
  aboveground or underground storage tanks are now or have ever been located on or
  under the Project. The General Partner will not install or allow to be installed
  any aboveground or underground storage tanks on the Project. The General Partner
  covenants  that the Project shall be kept free of Hazardous  Materials and shall
  not be used to generate,  manufacture,  refine, transport, treat, store, handle,
  dispose  of,  transfer,  produce  or  process  Hazardous  Materials,  except  in
  connection  with the normal  maintenance  and  operation  of any  portion of the
  Project. The General Partner shall comply, or cause there to be compliance, with
  all applicable Federal, state and local laws, ordinances,  rules and regulations
  with respect to Hazardous  Materials  and shall keep,  or cause to be kept,  the
  Project free and clear of any liens imposed  pursuant to such laws,  ordinances,
  rules and  regulations.  The General  Partner shall promptly  notify the Limited
  Partner in writing (3) if it knows,  or  suspects  or believes  there may be any
  Hazardous  Substance  in or around  any part of the  Project,  any  Improvements
  constructed on the Project,  or the soil,  groundwater or soil vapor, (4) if the
  General  Partner or the  Partnership may be subject to any threatened or pending
  investigation by any governmental  agency under any law, regulation or ordinance
  pertaining to any Hazardous  Substance,  and (5) of any claim made or threatened
  by any Person,  other than a  governmental  agency,  against the  Partnership or
  General Partner  arising out of or resulting from any Hazardous  Substance being
  present or released in, on or around any part of the Project.
  
                                         32
  (n) To the best of its knowledge and belief, the General Partner has
  not executed and will not execute any agreements with  provisions  contradictory
  to, or in opposition to, the provisions of this Agreement.
  
       (o) To the best of its  knowledge,  the  Partnership  will  allocate to the
  Limited Partner the Projected Annual Tax Credits.
  
       (p) To the best of its actual knowledge and belief,  after due inquiry,  no
  charges,  liens or  encumbrances  exist with  respect to the Project  other than
  those which are created or permitted by the Project Documents or Mortgage or are
  noted or excepted in the title policy for the Project.
  
       (q) The  buildings on the Project  site  constitute  or shall  constitute a
  "qualified  low-income housing project" as defined in Section 42(g) of the Code,
  and as amplified by the Treasury Regulations thereunder. In this connection, not
  later than  December 31 of the first year in which the Partners  elect the LIHTC
  to  commence  in  accordance  the Code,  the  Project  will  satisfy the Minimum
  Set-Aside Test.
  
       (r) The General Partner has not lent or otherwise advanced any funds to the
  Partnership  other than its  Capital  Contribution  and the  Partnership  has no
  unsatisfied  obligation to make any payments of any kind to the General  Partner
  or any Affiliate  thereof,  except as may be provided in accordance with Section
  6.2 or 6.3 of this Agreement.
  
       (s) To the best of its  knowledge and belief,  no event has occurred  which
  constitutes a default under any of the Project Documents.
  
       (t) To the best of its  knowledge and belief,  no event has occurred  which
  has caused, and the General Partner has not acted in any manner which will cause
  (1) the  Partnership  to be  treated  for  federal  income  tax  purposes  as an
  association taxable as a corporation,  (2) the Partnership to fail to qualify as
  a limited partnership under the Act, or (3) the Limited Partner to be liable for
  Partnership  obligations;  provided however, the General Partner shall not be in
  breach of this  representation if all or a portion of a Limited Partner's agreed
  upon Capital Contributions are used to satisfy the Partnership's  obligations to
  creditors of the Partnership and such action by the General Partner is otherwise
  authorized  under this  Agreement  and,  provided  further,  however the General
  Partner shall not be in breach of this  representation if the action causing the
  Limited  Partner to be liable for the  Partnership  obligations is undertaken by
  the Limited Partner.
  
       (u)  No  legal  actions  or  proceedings  before  any  court,   commission,
  administrative  body  or  other  governmental  authority,  and/or  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project, have occurred the continuing effect of which has: (1)
  materially  and  adversely  affected  the  operation of the  Partnership  or the
  
                                         33
  Project;  (2)  materially  and  adversely  affected  the  ability of the General
  Partner to perform its  obligations  hereunder or under any other agreement with
  respect to the Project;  or (3) prevented the completion of  construction of the
  Improvements in substantial  conformity with the Project  Documents,  other than
  legal  proceedings which have been bonded against (or as to which other adequate
  financial  security has been issued) in a manner as to indemnify the Partnership
  against  loss;  provided  however  the  foregoing  does not apply to  matters of
  general applicability which would adversely affect the Partnership,  the General
  Partner,  Affiliates of the General  Partner or the Project only insofar as they
  or any of them are part of the general public.
  
       (v) Neither the Partnership  nor the General  Partner has any  liabilities,
  contingent or otherwise, which have not been disclosed in writing to the Limited
  Partner and which in the aggregate  materially affect the ability of the Limited
  Partner to obtain the anticipated benefits of its investment in the Partnership.
  
       (w) The  General  Partner  has and shall  maintain a net worth  equal to at
  least  $500,000  computed  in  accordance  with  generally  accepted  accounting
  principles.
  
       The General  Partner shall be liable to the Limited  Partner for any costs,
  damages,  loss of profits, or other losses, of every nature and kind whatsoever,
  direct or indirect,  realized or incurred by the Limited  Partner as a result of
  any material  breach of the  representations  and  warranties  set forth in this
  Section 9.11.
  
                                      ARTICLE X
  
                      ALLOCATIONS OF INCOME, LOSSES AND CREDITS
  
       Section 10.1 General.  All items includable in the calculation of Income or
  Loss not  arising  from a Sale or  Refinancing,  and all Tax  Credits,  shall be
  allocated 99% to the Limited Partner and 1% to the General Partner.
  
       Section 10.2  Allocations  From Sale or Refinancing.  All Income and Losses
  arising from a Sale or  Refinancing  shall be allocated  between the Partners as
  follows:
  
       (a) As to Income:
  
           (1) First, an amount of Income equal to the aggregate negative
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  negative
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From  Operations and allocations of other
  Income  and  Losses  pursuant  to this  Article  X up to the date of the Sale or
  Refinancing) shall be allocated to such Partners in proportion to their negative
  
                                         34
  Capital  Account  balances  until  all such  Capital  Accounts  shall  have zero
  balances; and
  
            (2)  Second,  an  amount of  Income sufficient to increase the Limited
  Partner's  positive  Capital Account balance to its Capital  Contribution and to
  increase the Limited  Partner's  positive  Capital  Account balance to an amount
  equal to its Capital Contribution, shall be allocated to the Limited Partner;
  
            (3) Third, an amount of Income sufficient to increase the General
  Partner's positive Capital Account balance to an amount equal to its Capital 
  Contribution; and
  
            (4) The balance, if any, of such Income shall be allocated 50% to the
  Limited Partner and 50% to the General Partner.
  
       (b) As to Losses:
  
            (1) an  amount  of  Losses  equal  to the  aggregate  positive
  balances  (if any) in the  Capital  Accounts  of all  Partners  having  positive
  Capital  Accounts  (prior to taking into account the Sale or Refinancing and the
  Distribution  of the related  Sale or  Refinancing  Proceeds,  but after  giving
  effect to  Distributions  of Cash Flow From Operations and allocations of Income
  and Losses  pursuant to Section 10.1 up to the date of the Sale or  Refinancing)
  shall be allocated to such  Partners in  proportion  to their  positive  Capital
  Account balances until all such Capital Accounts shall have zero balances; and
  
            (2) the balance of any such Losses shall be allocated 99% to the 
  Limited Partner and 1% to the General Partner.
  
       (c) Notwithstanding the foregoing provisions of Section 10.2(a) and (b), in
  no event  shall any Losses be  allocated  to the  Limited  Partner if and to the
  extent that such allocation would create or increase an Adjusted Capital Account
  Deficit for the Limited Partner.  In the event an allocation of 99% of each item
  includable  in the  calculation  of  Income or Loss not  arising  from a Sale or
  Refinancing,  would create or increase an Adjusted  Capital  Account Deficit for
  the Limited  Partner then so much of the items of deduction other than projected
  depreciation  shall be allocated to the General  Partner  instead of the Limited
  Partner as is necessary to allow the Limited  Partner to be allocated 99% of the
  items of Income and  Project  depreciation  without  creating or  increasing  an
  Adjusted Capital Account Deficit for the Limited Partner, it being the intent of
  the parties that the Limited  Partner always shall be allocated 99% of the items
  of  Income  not  arising  from a Sale  or  Refinancing  and  99% of the  Project
  depreciation.
  
       Section 10.3 Special  Allocations.  The following special allocations shall
  be made in the following order:
  
                                         35
  (a) Except as  otherwise  provided in Section  1.704-2(f)  of the  Treasury
  Regulations, notwithstanding any other provisions of this Article X, if there is
  a net decrease in Partnership  Minimum Gain during any Partnership  fiscal year,
  each Partner shall be specially  allocated items of Partnership  income and gain
  for such fiscal year (and, if necessary,  subsequent  fiscal years) in an amount
  equal to such Person's  share of the net decrease in  Partnership  Minimum Gain,
  determined  in  accordance  with  Treasury   Regulations   Section   1.704-2(g).
  Allocations pursuant to the previous sentence shall be made in proportion to the
  respective  amounts required to be allocated to each Partner  pursuant  thereto.
  The items to be so allocated  shall be  determined  in  accordance  with Section
  1.704-2(f)(6)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(a) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(f)  of  the  Treasury  Regulations  and  shall  be  interpreted
  consistently therewith.
  
       (b) Except as otherwise  provided in Section  1.704-2(i)(4) of the Treasury
  Regulations,  notwithstanding any other provision of this Article X, if there is
  a net  decrease in Partner  Nonrecourse  Debt  Minimum  Gain  attributable  to a
  Partner Nonrecourse Debt during any Partnership fiscal year, each Person who has
  a share of the  Partner  Nonrecourse  Debt  Minimum  Gain  attributable  to such
  Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of
  the Treasury  Regulations,  shall be specially  allocated  items of  Partnership
  income and gain for such  fiscal  year (and,  if  necessary,  subsequent  fiscal
  years) in an amount equal to such Person's  share of the net decrease in Partner
  Nonrecourse  Debt Minimum Gain  attributable to such Partner  Nonrecourse  Debt,
  determined  in  accordance  with  Treasury  Regulations  Section  1.704-2(i)(4).
  Allocations pursuant to the previous sentence shall be made in proportion to the
  respective  amounts required to be allocated to each Partner  pursuant  thereto.
  The items to be so allocated  shall be determined  in  accordance  with Sections
  1.704-2(i)(4)  and  1.704-2(j)(2)  of the  Treasury  Regulations.  This  Section
  10.3(b) is intended to comply with the minimum gain  chargeback  requirement  in
  Section  1.704-2(i)(4)  of the  Treasury  Regulations  and shall be  interpreted
  consistently therewith.
  
       (c) In  the  event  any  Partner  unexpectedly  receives  any  adjustments,
  allocations,   or  distributions   described  in  Treasury  Regulations  Section
  1.704-1(b)(2)(ii)(d)(4),    Section    1.704-1(b)(2)(ii)(d)(5),    or    Section
  1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially
  allocated to each such Partner in an amount and manner  sufficient to eliminate,
  to the extent required by the Treasury Regulations, the Adjusted Capital Account
  Deficit of such  Partner as quickly as  possible,  provided  that an  allocation
  pursuant to this  Section  10.3(c)  shall be made if and only to the extent that
  such Partner  would have an Adjusted  Capital  Account  Deficit  after all other
  allocations  provided for in this Section 10.3 have been  tentatively made as if
  this Section 10.3(c) were not in the Agreement.
  
                                         36
  (d) In the event any  Partner has a deficit  Capital  Account at the end of
  any Partnership fiscal year which is in excess of the sum of (i) the amount such
  Partner is obligated  to restore,  and (ii) the amount such Partner is deemed to
  be  obligated  to restore  pursuant  to the  penultimate  sentences  of Treasury
  Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be
  specially  allocated items of Partnership  income and gain in the amount of such
  excess as quickly as  possible,  provided  that an  allocation  pursuant to this
  Section  10.3(d) shall be made if and only to the extent that such Partner would
  have a deficit Capital Account in excess of such sum after all other allocations
  provided for in this Section 10.3 have been  tentatively made as if this Section
  10.3(d) and Section 10.3(c) hereof were not in the Agreement.
  
       (e) Nonrecourse Deductions for any fiscal year shall be specially allocated
  99% to the Limited Partner and 1% to the General Partner.
  
       (f) Any  Partner  Nonrecourse  Deductions  for any  fiscal  year  shall  be
  specially  allocated  to the  Partner who bears the  economic  risk of loss with
  respect  to the  Partner  Nonrecourse  Debt to which  such  Partner  Nonrecourse
  Deductions are  attributable  in accordance  with Treasury  Regulations  Section
  1.704-2(i)(1).
  
       (g)  To  the  extent  an  adjustment  to  the  adjusted  tax  basis  of any
  Partnership  asset  pursuant to Code Section  734(b) or Code  Section  743(b) is
  required,  pursuant to Treasury Regulations Section  1.704-1(b)(2)(iv)(m)(2)  or
  Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
  Accounts as the result of a distribution to a Partner in complete liquidation of
  his interest in the  Partnership,  the amount of such  adjustment to the Capital
  Accounts  shall be treated as an item of gain (if the  adjustment  increases the
  basis of the asset) or loss (if the  adjustment  decreases  such basis) and such
  gain or loss shall be specially  allocated to the  Partners in  accordance  with
  their  interests  in the  Partnership  in the event  that  Treasury  Regulations
  Section  1.704-1  (b)(2)(iv)(m)(2)  applies,  or to the  Partner  to  whom  such
  distribution   was  made  in  the  event  that  Treasury   Regulations   Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
       (h) To the extent the Partnership has taxable  interest income with respect
  to any  promissory  note pursuant to Section 483 or Section 1271 through 1288 of
  the Code:
  
            (1) Such interest income shall be specially allocated to the Limited
  Partner to whom such promissory note relates; and
  
            (2) The amount of such  interest  income shall be excluded from the 
  Capital Contributions credited to such Partner's Capital  Account in connection
  with payments of principal with respect to such promissory note.
  
                                         37
  (i) In the  event  the  adjusted  tax basis of any  investment  tax  credit
  property  that has been  placed  in  service  by the  Partnership  is  increased
  pursuant to Code Section 50(c), such increase shall be specially allocated among
  the  Partners  (as an  item  in the  nature  of  income  or  gain)  in the  same
  proportions as the investment tax credit that is recaptured with respect to such
  property is shared among the Partners.
  
       (j) Any  reduction  in the  adjusted  tax basis  (or  cost) of  Partnership
  investment tax credit property pursuant to Code Section 50(c) shall be specially
  allocated among the Partners (as an item in the nature of expenses or losses) in
  the same  proportions  as the  basis  (or cost) of such  property  is  allocated
  pursuant to Treasury Regulations Section 1.46-3(f)(2)(i).
  
       (k) Any income,  gain,  loss or deduction  realized as a direct or indirect
  result of the issuance of an interest in the Partnership by the Partnership to a
  Partner (the "Issuance Items") shall be allocated among the Partners so that, to
  the extent  possible,  the net amount of such Issuance Items,  together with all
  other  allocations  under this Agreement to each Partner,  shall be equal to the
  net amount that would have been  allocated  to each such Partner if the Issuance
  Items had not been realized.
  
       (l) If any  Partnership  expenditure  treated as a deduction on its federal
  income tax return is  disallowed  as a deduction  and treated as a  distribution
  pursuant to Section 731(a) of the Code,  there shall be a special  allocation of
  gross income to the Partner deemed to have received such  distribution  equal to
  the amount of such distribution.
  
       (m)  The  allocation  to the  General  Partner  of  each  material  item of
  Partnership income,  loss,  deduction or credit will not be less than 1% of each
  such item at all times during the existence of the Partnership.
  
       (n)  Interest  deduction  on the  Partnership  indebtedness  referred to in
  Section 6.3 shall be allocated 100% to the General Partner.
  
       Section 10.4 Curative  Allocations.  The  allocations set forth in Sections
  10.2(c),  10.3(a),  10.3(b),  10.3(c),  10.3(d),  10.3(e),  10.3(f), and 10.3(g)
  hereof (the  "Regulatory  Allocations")  are  intended  to comply  with  certain
  requirements of the Treasury Regulations. It is the intent of the Partners that,
  to the extent possible,  all Regulatory  Allocations shall be offset either with
  other  Regulatory  Allocations  or with  special  allocations  of other items of
  Partnership  income,  gain,  loss,  or deduction  pursuant to this Section 10.4.
  Therefore, notwithstanding any other provision of this Article X (other than the
  Regulatory  Allocations),  with the Consent of the Limited Partner,  the General
  Partner shall make such offsetting  special  allocations of Partnership  income,
  gain,  loss,  or  deduction  in whatever  manner the General  Partner,  with the
  Consent of the  Limited  Partner,  determines  appropriate  so that,  after such
  
                                         38
  offsetting  allocations are made, each Partner's  Capital Account balance is, to
  the extent  possible,  equal to the Capital  Account  balance such Partner would
  have had if the  Regulatory  Allocations  were not part of the Agreement and all
  Partnership items were allocated  pursuant to Sections 10.1,  10.2(a),  10.2(b),
  10.3(h),  10.3(i),  10.3(j),  10.3(k),  10.3(l),  10.3(m),  10.3(n) and 10.5. In
  exercising its authority under this Section 10.4, the General Partner shall take
  into account future  Regulatory  Allocations  under Section  10.3(a) and 10.3(b)
  that,  although not yet made, are likely to offset other Regulatory  Allocations
  previously made under Sections 10.3(e) and 10.3(f).
  
       Section 10.5 Other Allocation Rules.
  
       (a) The basis (or cost) of any  Partnership  investment tax credit property
  shall be allocated  among the Partners in accordance  with Treasury  Regulations
  Section 1.46-3(f)(2)(i).  All Tax Credits (other than the investment tax credit)
  shall be  allocated  among the  Partners  in  accordance  with  applicable  law.
  Consistent with the foregoing,  the Partners intend that LIHTC will be allocated
  99% to the Limited Partner and 1% to the General Partner.
  
       (b) In the event Partnership  investment tax credit property is disposed of
  during any taxable year,  profits for such taxable year (and, to the extent such
  profits are  insufficient,  profits for  subsequent  taxable years) in an amount
  equal to the excess,  if any, of (1) the reduction in the adjusted tax basis (or
  cost) of such property  pursuant to Code Section 50(c), over (2) any increase in
  the adjusted tax basis of such property pursuant to Code Section 50(c) caused by
  the disposition of such property,  shall be excluded from the profits  allocated
  pursuant  to  Section  10.1 and  Section  10.2(a)  hereof  and shall  instead be
  allocated  among the Partners in proportion to their  respective  shares of such
  excess,  determined pursuant to Section 10.3(i) and 10.3(j) hereof. In the event
  more than one item of such  property  is  disposed  of by the  Partnership,  the
  foregoing  sentence  shall  apply to such  items in the order in which  they are
  disposed of by the  Partnership,  so the profits  equal to the entire  amount of
  such  excess  with  respect  to the first  such  property  disposed  of shall be
  allocated  prior to any  allocations  with  respect to the second such  property
  disposed of, and so forth.
  
       (c) For  purposes of  determining  the Income,  Losses,  or any other items
  allocable  to any  period,  Income,  Losses,  and any such other  items shall be
  determined  on a daily,  monthly,  or other basis,  as determined by the General
  Partner with the Consent of the Limited  Partner,  using any permissible  method
  under Code Section 706 and the Treasury Regulations thereunder.
  
       (d) Solely for purposes of determining a Partner's  proportionate  share of
  the "excess  nonrecourse  liabilities" of the Partnership  within the meaning of
  Treasury   Regulations  Section   1.752-3(a)(3),   the  Partners'  interests  in
  Partnership  profits  are as  follows:  Limited  Partner:  99%;  and the General
  Partner: 1%.
  
                                         39
  (e) To the  extent  permitted  by  Section  1.704-2(h)(3)  of the  Treasury
  Regulations, the General Partner shall endeavor to treat Distributions as having
  been made from the proceeds of a Nonrecourse  Liability or a Partner Nonrecourse
  Debt only to the extent  that such  Distributions  would  cause or  increase  an
  Adjusted Capital Account Deficit for any Partner who is not a General Partner.
  
       Section 10.6 Tax Allocations:  Code Section 704(c). In accordance with Code
  Section 704(c) and the Treasury Regulations thereunder,  income, gain, loss, and
  deduction  with  respect  to any  property  contributed  to the  capital  of the
  Partnership shall,  solely for tax purposes,  be allocated among the Partners so
  as to take account of any variation  between the adjusted basis of such property
  to the  Partnership  for federal income tax purposes and its initial Gross Asset
  Value (computed in accordance with Section 1.25(a) hereof).
  
       In the event the Gross  Asset  Value of any  Partnership  asset is adjusted
  pursuant to Section  1.25(b)  hereof,  subsequent  allocations of income,  gain,
  loss,  and  deduction  with  respect  to such asset  shall  take  account of any
  variation  between  the  adjusted  basis of such  asset for  federal  income tax
  purposes  and its Gross  Asset  Value in the same  manner as under Code  Section
  704(c) and the Treasury Regulations thereunder.
  
       Any elections or other decisions relating to such allocations shall be made
  by the General  Partner in any manner that  reasonably  reflects the purpose and
  intention  of this  Agreement.  Allocations  pursuant to this  Section  10.6 are
  solely for purposes of federal,  state, and local taxes and shall not affect, or
  in any way be taken into account in computing,  any Person's  Capital Account or
  share of Income, Losses, other items, or distributions pursuant to any provision
  of this Agreement.
  
       Section  10.7  Allocation  Among  Limited  Partners.  In the event that the
  Interest of the Limited  Partner  hereunder is at any time held by more than one
  Limited  Partner  all items  which are  specifically  allocated  to the  Limited
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons according to the ratio of their respective  profit-sharing  interests in
  the Partnership at the last day of such month.
  
       Section  10.8  Allocation  Among  General  Partners.  In the event that the
  Interest of the General  Partner  hereunder is at any time held by more than one
  General  Partner  all items  which are  specifically  allocated  to the  General
  Partner for any month pursuant to this Article X shall be apportioned among such
  Persons in such  percentages as may from time to time be determined by agreement
  among them without amendment to this Agreement.
  
       Section 10.9 Modification of Allocations.  The provisions of Articles X and
  XI and other  provisions of this  Agreement are intended to comply with Treasury
  
                                         40
  Regulations  Section  1.704 and shall be  interpreted  and  applied  in a manner
  consistent with such section of the Treasury Regulations.  In the event that the
  General Partner determines, in its sole discretion, that it is prudent to modify
  the manner in which the Capital Accounts of the Partners, or any debit or credit
  thereto,  are  computed  in order to comply  with such  section of the  Treasury
  Regulations,  the  General  Partner  may make such  modification  to the minimum
  extent necessary,  to effect the plan of allocations and Distributions  provided
  for elsewhere in this  Agreement.  Further,  the General  Partner shall make any
  appropriate  modifications  in the event it appears  that  unanticipated  events
  (e.g.,  the  existence of a Partnership  election  pursuant to Code Section 754)
  might  otherwise  cause this  Agreement not to comply with  Treasury  Regulation
  Section 1.704.
  
                                     ARTICLE XI
  
                                    DISTRIBUTION
  
       Section  11.1  Distribution  of Cash Flow From  Operations.  Cash Flow From
  Operations for each fiscal year shall be distributed  within  seventy-five  (75)
  days following each calendar year and shall be applied in the following order of
  priority:
  
       (a) To pay the Deferred  Management Fee, if any, but in no event shall this
  payment exceed 50% of the Cash Flow From Operations;
  
       (b) To pay the current  Reporting Fee and then to pay any accrued Reporting
  Fees which have not been paid in full from previous years;
  
       (c) To pay the  Development  Fee in  accordance  with the  Development  Fee
  Agreement;
  
       (d) To the General Partner a noncumulative Distribution equal to $5,000;
  
       (e) To pay the Operating  Loans, if any, as referenced in Section 6.2(b) of
  this Agreement,  limited to 50% of the Cash Flow From Operations remaining after
  reduction for the payments made pursuant to subsections  (a) through (d) of this
  Section 11.1;
  
       (f) To pay the Incentive  Management Fee equal to 40% of the Cash Flow From
  Operations   remaining  after  reduction  for  the  payments  made  pursuant  to
  subsections (a) through (e) of this Section 11.1; and
  
       (g) To the Limited  Partner in an amount equal to 50% of the remaining Cash
  Flow From Operations and to the General Partner in an amount equal to 50% of the
  remaining Cash Flow From Operations.
  
                                         41
  Section  11.2  Distribution  of  Sale  or  Refinancing  Proceeds.  Sale  or
  Refinancing Proceeds shall be distributed in the following order:
  
       (a) To the  payment  of the  Mortgage  Note and  other  matured  debts  and
  liabilities  of the  Partnership,  other than accrued  payments,  debts or other
  liabilities owing to Partners or former Partners;
  
       (b) To any  accrued  payments,  debts  or  other  liabilities  owing to the
  Partners or former Partners,  including,  but not limited to, accrued  Reporting
  Fees, Development Fee and Operating Loans, to be paid prorata if necessary;
  
       (c) To the  establishment of any reserves which the General  Partner,  with
  the  Consent  of the  Limited  Partner,  shall  deem  reasonably  necessary  for
  contingent,   unmatured  or  unforeseen   liabilities   or  obligations  of  the
  Partnership;
  
       (d) To the Limited Partner in an amount equal to its Capital Contribution;
  
       (e) To the General Partner in an amount equal to its Capital  Contribution;
  and
  
       (f) Thereafter, 50% to the Limited Partner and 50% to the General Partner.
  
                                     ARTICLE XII
  
                                TRANSFERS OF LIMITED
                        PARTNER'S INTEREST IN THE PARTNERSHIP
  
       Section 12.1 Assignment of Limited Partner's Interest.  The Limited Partner
  shall not have the right to assign all or any part of its  Interest to any other
  Person,  whether  or not a  Partner,  except  upon  satisfaction  of each of the
  following:
  
       (a) By a  written  instrument  in form and  substance  satisfactory  to the
  General  Partner  and its  counsel,  setting  forth the name and  address of the
  proposed transferee,  the nature and extent of the Interest which is proposed to
  be transferred  and the terms and conditions upon which the transfer is proposed
  to be made,  stating that the Assignee  accepts and agrees to be bound by all of
  the terms and provisions of this Agreement, and providing for the payment of all
  reasonable  expenses  incurred  by  the  Partnership  in  connection  with  such
  assignment,  including  but not limited to the cost of preparing  any  necessary
  amendment to this Agreement;
  
       (b) Upon consent of the General Partner to such assignment, which shall not
  be unreasonably withheld; and
  
                                         42
  (c)  Upon  receipt  by  the  General  Partner  of  the  Assignee's  written
  representation  that the Partnership  Interest is to be acquired by the Assignee
  for the  Assignee's  own account for  long-term  investment  and not with a view
  toward resale, fractionalization, division or distribution thereof.
  
       THE LIMITED PARTNERSHIP  INTEREST DESCRIBED HEREIN HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR UNDER ANY STATE  SECURITIES  LAW.
  THESE INTERESTS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER
  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR UNLESS  AN  EXEMPTION  FROM
  REGISTRATION IS AVAILABLE.
  
       Section  12.2  Effective  Date of  Transfer.  Any  assignment  of a Limited
  Partner's  Interest  pursuant to Section 12.1 shall  become  effective as of the
  last  day of the  calendar  month in which  the last of the  conditions  to such
  assignment are satisfied.
  
       Section 12.3 Invalid Assignment. Any purported assignment of an Interest of
  a Limited Partner otherwise than in accordance with Section 12.1 or Section 12.6
  shall be of no effect as between the Partnership and the purported  assignee and
  shall  be  disregarded  by  the  General  Partner  in  making   allocations  and
  Distributions hereunder.
  
       Section  12.4  Assignee's  Rights  to  Allocations  and  Distributions.  An
  Assignee shall be entitled to receive  allocations  and  Distributions  from the
  Partnership  attributable  to the Interest  acquired by reason of any  permitted
  assignment  from and after the first day of the  calendar  month  following  the
  month which ends with the  effective  date of the  transfer of such  Interest as
  provided in Section  12.2.  The  Partnership  and the General  Partner  shall be
  entitled to treat the  assignor  of such  Partnership  Interest as the  absolute
  owner thereof in all respects,  and shall incur no liability for allocations and
  Distributions  made in good  faith  to such  assignor,  until  such  time as the
  written instrument of assignment has been received by the Partnership.
  
       Section 12.5 Substitution of Assignee as Limited Partner.
  
       (a) An  Assignee  shall not have the right to become a  Substitute  Limited
  Partner in place of his  assignor  unless  the  written  consent of the  General
  Partner to such  substitution  shall have been obtained,  which consent,  in the
  General Partner's absolute discretion, may be withheld.
  
       (b) A  nonadmitted  transferee  of a  Limited  Partner's  Interest  in  the
  Partnership  shall  only be  entitled  to  receive  that  share of  allocations,
  Distributions  and the return of Capital  Contribution  to which its  transferor
  would otherwise have been entitled with respect to the Interest transferred, and
  shall have no right to obtain any  information  on account of the  Partnership's
  transactions,  to inspect the Partnership's  books and records or have any other
  of the rights and privileges of a Limited Partner,  provided,  however, that the
  
                                         43
  Partnership  shall,  if a transferee and  transferor  jointly advise the General
  Partner in writing of a transfer of an Interest in the Partnership,  furnish the
  transferee  with pertinent tax information at the end of each fiscal year of the
  Partnership.
  
       (c) The General  Partner may elect to treat a transferee  of a  Partnership
  Interest who has not become a Substitute Limited Partner as a Substitute Limited
  Partner as the case may be, in the place of its  transferor  should the  General
  Partner determine in its absolute  discretion that such treatment is in the best
  interest of the Partnership.
  
       Section 12.6 Death,  Bankruptcy,  Incompetency,  etc. of a Limited Partner.
  Upon the death,  dissolution,  adjudication  of bankruptcy,  or  adjudication of
  incompetency  or  insanity  of  a  Limited  Partner  such  Partner's  executors,
  administrators or legal  representatives  shall have all the rights of a Limited
  Partner for the purpose of settling or managing such Partner's estate, including
  such power as such Partner  possessed to  constitute a successor as a transferee
  of its Interest in the  Partnership  and to join with such  transferee in making
  the  application  to  substitute  such  transferee as a Partner.  However,  such
  executors,  administrators or legal  representatives  will not have the right to
  become   Substitute   Limited   Partners  in  the  place  of  their   respective
  predecessors-in-interest  except in  accordance  with the  provisions of Section
  12.5
  
                                    ARTICLE XIII
  
                       WITHDRAWAL, REMOVAL AND REPLACEMENT OF
                                   GENERAL PARTNER
  
       Section 13.1 Withdrawal of General Partner.
  
       (a) The  General  Partner  may not  Withdraw  (other than as a result of an
  Involuntary  Withdrawal) without the Consent of the Limited Partner, and, to the
  extent  required,  of Bank of America,  Federal  Savings  Bank and the State Tax
  Credit Agency. Withdrawal shall be conditioned upon the agreement of one or more
  Persons who satisfy the  requirements  of Section  13.5 of this  Agreement to be
  admitted as successor General Partner(s).
  
       (b) Each General  Partner shall indemnify and hold harmless the Partnership
  and all Partners  from its  Withdrawal in violation of Section  13.1(a)  hereof.
  Each General  Partner shall be liable for damages to the  Partnership  resulting
  from its Withdrawal in violation of Section 13.1(a).
  
                                         44
  Section 13.2 Removal of General Partner.
  
       (a) The Limited Partner may remove the General Partner:
  
            (1) For cause if such General Partner has:
  
                 (A) Been subject to an event of Bankruptcy;
  
                 (B) Committed any fraud, willful misconduct, breach of fiduciary 
  duty or other negligent conduct in the performance of its duties under this 
  Agreement;
  
                 (C) Been convicted of, or entered into a plea of guilty to, a 
  felony;
  
                 (D) Made personal use of Partnership funds or properties;
  
                 (E) Violated the terms of the Mortgage Note, and such violation  
  prompts Bank of America, Federal Savings Bank to issue a default letter or 
  acceleration notice to the Partnership or General Partner;
  
                 (F) Failed to provide any loan, advance, Capital Contribution or 
  any other payment to the Partnership required under this Agreement;
  
                 (G) Failed to obtain the Consent of the Limited Partner prior to 
  any decision, act or omission under circumstances where this Agreement requires
  that such consent be obtained;
  
                 (H) Breached any representation, warranty or covenant contained 
  in this Agreement, or failed to perform any other action which may be required
  by this Agreement;
  
                 (I) Violated any federal or state tax law which causes a 5% or 
  greater recapture of LIHTC; or
  
                 (J) Failed during any six-month period during the Compliance 
  Period to cause at least 85% of the total apartment units in the Project to 
  qualify for LIHTC, unless such failure is the result of Force Majeure or unless 
  such failure is cured within 120 days after the end of the six-month period.
  
            (2) As provided in Section 6.2(a) hereof.
  
       (b) Notwithstanding any provision of Section 13.2(a), written notice of the
  removal  for  cause of the  General  Partner  shall be served  upon the  General
  Partner either by certified or by registered mail, return receipt requested,  or
  by personal  service.  Such notice  shall be served upon the General  Partner in
  conjunction  with a meeting of the Partners in  accordance  with Section 17.2 of
  this  Agreement.  With  the  Limited  Partner's  approval,  which  shall  not be
  unreasonably  withheld, the General Partner shall have a reasonable time to cure
  
                                         45
  any  default  which is of its  nature  not  susceptible  to cure  within 30 days
  provided  that  curative  action  is  commenced  promptly  upon  notice  and  is
  diligently pursued to completion within 60 days.
  
       (c) Upon receipt of such notice of removal for cause,  the General  Partner
  shall  cause an  accounting  to be prepared  covering  the  transactions  of the
  Partnership from the end of the previous fiscal year through the date of receipt
  of such  notice,  and  thereafter  it shall not sell or dispose  of  Partnership
  assets  under  any  circumstances.  The  accounting  shall be  completed  by the
  effective  date of the removal and shall be in  sufficient  detail to accurately
  and fully  reflect  the  earnings  or losses for the  period  and the  financial
  condition  of the  Partnership.  If the  General  Partner  fails  to  cause  the
  accounting to be prepared within 30 days of receipt of the notice of removal for
  cause then the Limited  Partner may cause the  accounting  to be  prepared.  The
  expenses of the accounting shall be borne by the General Partner.
  
       Section 13.3 Effects of a  Withdrawal.  In the event of a  Withdrawal,  the
  entire  Interest  of the  Withdrawing  General  Partner  shall  immediately  and
  automatically  terminate  on the  effective  date of such  Withdrawal,  and such
  General Partner shall immediately  cease to be a General Partner,  shall have no
  further right to participate  in the management or operation of the  Partnership
  or  the  Project  or to  receive  any  allocations  or  Distributions  from  the
  Partnership  or any  other  funds  or  assets  of  the  Partnership,  except  as
  specifically set forth below. In the event of a Withdrawal, any or all executory
  contracts,  including but not limited to the Management  Agreement,  between the
  Partnership  and  the  Withdrawing  General  Partner  or its  Affiliates  may be
  terminated by the Partnership within 30 days after such Withdrawal.
  
       Furthermore,  notwithstanding  such  Withdrawal,  the  Withdrawing  General
  Partner  shall  be and  shall  remain,  liable  as a  General  Partner  for  all
  liabilities  and  obligations  incurred  by the  Partnership  or by the  General
  Partner prior to the effective date of the  Withdrawal,  or which may arise upon
  such Withdrawal.  Any remaining Partner shall have all other rights and remedies
  against  the  Withdrawing  General  Partner  as  provided  by law or under  this
  Agreement.
  
       The  General  Partner  agrees that in the event of its  Withdrawal  it will
  indemnify  and hold the Limited  Partner  harmless  from and against all losses,
  costs and  expenses  incurred  in  connection  with the  Withdrawal,  including,
  without limitation,  all legal fees and other expenses of the Limited Partner in
  connection with the transaction.
  
       The  following  additional  provisions  shall  apply  in  the  event  of  a
  Withdrawal:
  
       (a) In the event of a Withdrawal  which is not an  Involuntary  Withdrawal,
  the  Withdrawing  General  Partner  shall have no further  right to receive  any
  
                                         46
  future  allocations or Distributions  from the Partnership or any other funds or
  assets of the Partnership,  nor shall it be entitled to receive or to be paid by
  the  Partnership  any further  payments of fees  (including fees which have been
  earned but are unpaid) or to be repaid any outstanding advances or loans made by
  it to the Partnership or to be paid any amount for its former Interest. From and
  after  the  effective  date  of  such  Withdrawal,  the  former  rights  of  the
  Withdrawing  General  Partner  to  receive  or  to  be  paid  such  allocations,
  Distributions,  funds, assets, fees or repayments shall be assigned to the other
  General Partner or General Partners (which may include the Limited Partner),  or
  if there is no other  general  partner of the  Partnership  at that time, to the
  Limited Partner.
  
       (b) In the  event of an  Involuntary  Withdrawal,  except  as  provided  in
  Section 13.3(b)(3) below, the Withdrawing  General Partner shall have no further
  right to receive any future allocations or Distributions from the Partnership or
  any other funds or assets of the Partnership,  provided that accrued and payable
  fees  (i.e.,  fees earned but unpaid as of the date of  Withdrawal)  owed to the
  Withdrawing  General  Partner,  and any  outstanding  loans  of the  Withdrawing
  General Partner to the  Partnership,  shall be paid to the  Withdrawing  General
  Partner in the manner and at the times such fees and loans  would have been paid
  had the Withdrawing  General Partner not Withdrawn.  The Interest of the General
  Partner shall be purchased as follows:
  
            (1) If the Involuntary Withdrawal arises from removal for cause as set
  forth in Section 13.2(a) hereof, the Withdrawn General Partner shall be entitled
  to receive as its sole  compensation  for its  Interest  in the  Partnership  an
  amount  equal to its  positive  Capital  Account  balance  determined  as of the
  effective  date of the  removal,  if  any,  payable  upon  the  dissolution  and
  termination of the Partnership  after all of the Partners have been  distributed
  the positive balances in their Capital Accounts.
  
            (2) If the Involuntary Withdrawal does not arise from  removal for 
  cause under Sections 13.2(a) or (b) hereof,  and if the Partnership is to be
  continued with one or more remaining or successor  General  Partner(s),  the
  Partnership, with the Consent of the Limited Partner, may, but is not obligated
  to, purchase the Interest of the  Withdrawing  General  Partner in  Partnership
  allocations, Distributions and capital. The purchase price of such Interest 
  shall be its Fair Market Value as determined by agreement between the 
  Withdrawing  General Partner and the Limited Partner,  or, if they cannot agree,
  by arbitration in accordance with the then current rules of the American 
  Arbitration Association. The cost of such arbitration  shall be borne equally 
  by the Withdrawing General Partner and the Partnership. The purchase price shall
  be  paid by the  Partnership  by delivering  to the  General  Partner  or its  
  representative  the  Partnership's non-interest  bearing  unsecured  promissory
  note payable,  if at all, from the General  Partner's  share of the Cash Flow 
  From  Operations in  accordance  with Section  11.1  herein  and if not paid in 
  
                                         47
  full then upon  liquidation of the  Partnership in accordance  with Section
  11.2(b).  The note shall also provide that the Partnership may prepay all or any
  part thereof without penalty.
  
            (3) If the Involuntary Withdrawal does not arise from removal for 
  cause under Sections 13.2(a) or (b) hereof,  and if the Partnership is to be 
  continued with  one  or  more  remaining  or  successor  General  Partner(s),  
  and  if the Partnership does not purchase the Interest of the Withdrawing 
  General Partner in Partnership allocations, Distributions and capital, then the
  Withdrawing General Partner shall retain its Interest in such items, but such
  Interest shall be held as a special limited partner.
  
       Section 13.4  Successor  General  Partner.  Upon the occurrence of an event
  giving rise to a Withdrawal of a General Partner, any remaining General Partner,
  or, if there be no remaining General Partner, the Withdrawing General Partner or
  its legal  representative,  shall  promptly  notify the Limited  Partner of such
  Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall
  have been sent as provided  herein,  the Limited Partner shall have the right to
  become a successor  General  Partner.  In order to effectuate  the provisions of
  this Section 13.4 and the  continuance of the  Partnership,  the Withdrawal of a
  General Partner shall not be effective until the expiration of 120 days from the
  date on which  occurred  the event  giving  rise to the  Withdrawal,  unless the
  Limited  Partner  shall have  elected to become a successor  General  Partner as
  provided  herein prior to  expiration  of such  120-day  period,  whereupon  the
  Withdrawal  of  the  General   Partner  shall  be  deemed   effective  upon  the
  notification of all the other Partners by the Limited Partner of such election.
  
       Section 13.5  Admission of  Additional  or Successor  General  Partner.  No
  Person shall be admitted as an additional or successor  General  Partner  unless
  (a) such  Person  shall  have  agreed to become a General  Partner  by a written
  instrument  which shall include the acceptance  and adoption of this  Agreement;
  (b) the  Consent of the  Limited  Partner to the  admission  of such Person as a
  substitute  General Partner,  which consent may be withheld in the discretion of
  the  Limited  Partner,  shall have been given;  and (c) such  Person  shall have
  executed and acknowledged any other  instruments which the Limited Partner shall
  reasonably  deem necessary or appropriate to affect the admission of such Person
  as a substitute General Partner. If the foregoing conditions are satisfied, this
  Agreement shall be amended in accordance with the provisions of the Act, and all
  other  steps  shall be taken  which  are  reasonably  necessary  to  effect  the
  Withdrawal  of the  Withdrawing  General  Partner  and the  substitution  of the
  successor  General  Partner.  Nothing  contained herein shall reduce the Limited
  Partner's Interest in the Partnership.
  
       Section 13.6 Transfer of Interest. Except as otherwise provided herein, the
  General  Partner  may not  Withdraw  from the  Partnership,  or  enter  into any
  agreement  as the  result of which any Person  shall  become  interested  in the
  
                                         48
  Partnership, without the Consent of the Limited Partner.
  
       Section  13.7 No  Goodwill  Value.  At no time during  continuation  of the
  Partnership shall any value ever be placed on the Partnership name, or the right
  to its use, or to the goodwill  appertaining to the Partnership or its business,
  either as among the Partners or for the purpose of determining  the value of any
  Interest,  nor shall the legal  representatives of any Partner have any right to
  claim any such  value.  In the event of a  termination  and  dissolution  of the
  Partnership as provided in this Agreement, neither the Partnership name, nor the
  right to its use, nor the same goodwill, if any, shall be considered as an asset
  of the  Partnership,  and no  valuation  shall be put thereon for the purpose of
  liquidation or distribution, or for any other purpose whatsoever.
  
                                     ARTICLE XIV
  
                            BOOKS AND ACCOUNTS, REPORTS,
                        TAX RETURNS, FISCAL YEAR AND BANKING
  
       Section 14.1 Books and Accounts.
  
       (a) The General Partner shall cause the Partnership to keep and maintain at
  its principal  executive  office full and complete books and records which shall
  include each of the following:
  
            (1) a current list of the full name and last known business or 
  residence address  of each  Partner  set forth in  alphabetical  order  together
  with the Capital Contribution and the share in Income and Losses of each 
  Partner; 
  
            (2) a copy of the Certificate of Limited  Partnership and all 
  certificates of amendment  thereto,  together with executed  copies of any
  powers of attorney pursuant to which any certificate has been executed;
  
            (3) copies of the Partnership's federal, state and local income  tax
  information returns and reports, if any, for the six most recent taxable years;
  
            (4) copies of the original of this Agreement and all amendments 
  thereto;
  
            (5) financial statements of the Partnership for the six most recent 
  fiscal years; and
  
            (6) the Partnership's books and records for at least the current and 
  past three fiscal years.
  
       (b) Upon the request of the Limited  Partner,  the  General  Partner  shall
  promptly  deliver to the Limited Partner,  at the expense of the Partnership,  a
  copy of the information set forth in Section 14.1(a) above.  The Limited Partner
  
                                         49
  shall have the right upon reasonable request and during normal business hours to
  inspect and copy any of the foregoing,  or any of the other books and records of
  the Partnership or the Project at its own expense.
  
       Section 14.2 Accounting Reports.
  
       (a) By March 1 of each calendar  year the General  Partner shall provide to
  the Limited Partner all tax  information  necessary for the preparation of their
  federal and state  income tax  returns and other tax returns  with regard to the
  jurisdiction(s)  in which the  Partnership is formed and in which the Project is
  located.
  
       (b) By March 1 of each calendar year the General  Partner shall send to the
  Limited  Partner:  (1) a  balance  sheet as of the end of such  fiscal  year and
  statements of income,  Partners' equity and changes in cash flow for such fiscal
  year prepared in accordance with generally  accepted  accounting  principles and
  accompanied by an auditor's  report  containing an opinion of the  Partnership's
  Accountants;  (2) a report (which need not be audited) of any Distributions made
  at any time during the fiscal year,  separately  identifying  Distributions from
  Cash Flow From  Operations  for the fiscal year,  Cash Flow From  Operations for
  prior years, Sale or Refinancing  Proceeds,  and reserves;  (3) a report setting
  forth the  amount  of all fees and  other  compensation  and  Distributions  and
  reimbursed  expenses paid by the  Partnership for the fiscal year to the General
  Partner or  Affiliates  of the General  Partner and the  services  performed  in
  consideration  therefor,  which  report  shall be verified by the  Partnership's
  Accountants,  with the method of verification to include, at a minimum, a review
  of the time records of individual  employees,  the costs of whose  services were
  reimbursed,  and a review of the specific  nature of the work  performed by each
  such employee, all in accordance with generally accepted auditing standards and,
  accordingly,  including  such  tests of the  accounting  records  and such other
  auditing   procedures   as  the   Accountants   consider   appropriate   in  the
  circumstances;  (4) a copy  of the  Project's  rent  roll  for the  most  recent
  calendar quarter;  (5) a statement signed by the General Partner  indicating the
  number of apartment  units which are occupied by  Qualified  Tenants;  and (6) a
  report of the significant activities of the Partnership during the year.
  
       (c) Within 60 days after the end of each fiscal  quarter in which a Sale or
  Refinancing of the Project occurs, the General Partner shall send to the Limited
  Partner  a report  as to the  nature  of the Sale or  Refinancing  and as to the
  Income  and  Losses  for tax  purposes  and  proceeds  arising  from the Sale or
  Refinancing.
  
       Section  14.3 Other  Reports.  The  General  Partner  shall  provide to the
  Limited Partner:
  
       (a) During the period of construction,  a copy of the initial  construction
  schedule and any updates to the construction  schedule,  and by the tenth day of
  each month a copy of the previous month's Construction Loan draw request and the
  
                                         50
  inspecting  architect's  application and  certification of payment (AIA Document
  G702, or similar form acceptable to the Limited Partner);
  
       (b) During the rent-up  phase,  and  continuing  until the end of the first
  six-month  period  during which the Project has a sustained  occupancy of 95% or
  better, by the tenth day of each month within such period a copy of the previous
  month's  rent  roll  (through  the last  day of the  month)  and a tenant  LIHTC
  compliance  worksheet  similar  to  the  monthly  initial  tenant  certification
  worksheet  included in Exhibit "G" attached  hereto and  incorporated  herein by
  this reference;
  
       (c) A  quarterly  tax credit  compliance  report  similar to the  worksheet
  included  in  Exhibit  "G" due on or before  April 30 of each year for the first
  quarter,  July 31 of each year for the second  quarter,  October 31 of each year
  for the third  quarter  and January 31 of each year for the fourth  quarter.  In
  order to  verify  the  reliability  of the  information  being  provided  on the
  compliance  report the Limited  Partner  may request a small  sampling of tenant
  files to be provided.  The sampling will include,  but not be limited to, copies
  of tenant  applications,  certifications  and third party  verifications used to
  qualify  tenants.  If any  inaccuracies  are  found to  exist on the tax  credit
  compliance report or any items of noncompliance are discovered then the sampling
  will be expanded as determined by the Limited Partner.
  
       (d) By September 15 of each year, an estimate of LIHTC for that year;
  
       (e)  During  the  Compliance  Period,  no  later  than  the  day  any  such
  certification is filed, copies of any certifications  which the Partnership must
  furnish to  federal  or state  governmental  authorities  administering  any Tax
  Credit  program  including,  but not  limited  to,  copies of all annual  tenant
  recertifications required under Section 42 of the Code;
  
       (f) A  quarterly  report  on  operations,  in the form  attached  hereto as
  Exhibit  "G",  due on or before  April 30 of each year for the first  quarter of
  operations,  July 31 of each year for the second quarter of operations,  October
  31 of each year for the third quarter of operations  and January 31 of each year
  for the fourth quarter of operations which shall include, but is not limited to,
  an  unaudited  income  statement  showing all  activity in the reserve  accounts
  required to be maintained pursuant to Section VIII of this Agreement,  statement
  of income and expenses,  balance sheet, rent roll as of the end of each calendar
  quarter of each year, and third party verification of current utility allowance;
  
       (g) By the annual  renewal date of each and every year, an executed copy or
  certified copy of each and every Insurance policy or certificate required by the
  terms of this Agreement;
  
                                         51
  (h) On or before March 15th of each calendar  year,  the General  Partner's
  updated financial statement as of December 31 of the previous year;
  
       (i) On or before December 15 of each calendar year, a copy of the following
  year's  proposed  operating  budget.  Each such budget  shall  contain an amount
  required  for  reserves in  accordance  with Article VIII and for the payment of
  real estate taxes, insurance, debt service and other payments; and
  
       (j) Notice of the  occurrence,  or of the likelihood of occurrence,  of any
  event  which  has  had a  material  adverse  effect  upon  the  Project  or  the
  Partnership,   including,  but  not  limited  to,  any  breach  of  any  of  the
  representations and warranties set forth in Section 9.11 of this Agreement,  and
  any inability of the  Partnership  to meet its cash  obligations  as they become
  payable, within ten days after the occurrence of such event.
  
       Section  14.4 Late  Reports.  If the General  Partner  does not fulfill its
  obligations  under  Sections  14.2(a) and (b) within the time  periods set forth
  therein, the General Partner,  using its own funds, shall pay as damages the sum
  of $100 per week (plus  interest at the rate  established by Section 6.3 of this
  Agreement)  to the  Limited  Partner  until  such  obligations  shall  have been
  fulfilled.  Such damages  shall be paid  forthwith by the General  Partner,  and
  failure to so pay shall  constitute  a material  default of the General  Partner
  hereunder and cause for removal under Section 13.2 hereof.  In addition,  if the
  General  Partner  shall so fail to pay, the General  Partner and its  Affiliates
  shall  forthwith  cease to be  entitled  to any fees  hereunder  (other than the
  Development  Fee) and/or to the payment of any Cash Flow From Operations or Sale
  or Refinancing  Proceeds to which the General  Partner may otherwise be entitled
  hereunder.  Payments  of fees and  Distributions  shall be  restored  only  upon
  payment of such damages in full.
  
       Section 14.5 Annual Site Visits. On an annual basis a representative of the
  Limited Partner,  at the Limited  Partner's  expense,  will conduct a site visit
  which will include,  in part,  an  inspection  of the property,  a review of the
  office and tenant files and an interview with the property manager.  The Limited
  Partner may, in its sole  discretion,  cancel all or any part of the annual site
  visit.
  
       Section  14.6 Tax  Returns.  The General  Partner  shall  cause  income tax
  returns for the Partnership to be prepared and timely filed with the appropriate
  federal, state and local taxing authorities.
  
       Section 14.7 Fiscal Year. The fiscal year of the  Partnership  shall be the
  calendar  year or such other period as may be approved by the  Internal  Revenue
  Service for federal income tax purposes.
  
       Section 14.8 Banking.  All funds of the Partnership shall be deposited in a
  separate bank account or accounts as shall be determined by the General Partner.
  
                                         52
  All  withdrawals  therefrom shall be made upon checks signed by the General
  Partner or by any person authorized to do so by the General Partner. The General
  Partner  shall  provide to any Partner who requests same the name and address of
  the financial  institution,  the account number and other  relevant  information
  regarding any Partnership bank account.
  
       Section 14.9 Certificates and Elections.
  
       (a) The General  Partner  shall file the First Year  Certificate  within 90
  days  following  the  close of the  taxable  year  during  which  Completion  of
  Construction  occurs and thereafter shall timely file any certificates which the
  Partnership   must  furnish  to  federal  or  state   governmental   authorities
  administering the Tax Credit programs under Section 42 of the Code.
  
       (b) The General  Partner may, but is not required to, cause the Partnership
  to make or revoke  the  election  referred  to in  Section  754 of the Code,  as
  amended, or any similar provisions enacted in lieu thereof.
  
                                     ARTICLE XV
  
                        DISSOLUTION, WINDING UP, TERMINATION
                         AND LIQUIDATION OF THE PARTNERSHIP
  
       Section 15.1 Dissolution of Partnership. The Partnership shall be
  dissolved  upon the  expiration of its term or the earlier  occurrence of any of
  the following events:
  
       (a) The effective date of the Withdrawal or removal of the General Partner,
  unless (1) at the time there is at least one other General Partner (which may be
  the Limited  Partner if it elects to serve as successor  General  Partner  under
  Section 13.4  hereof) who will  continue as General  Partner,  or (2) within 120
  days  after the  occurrence  of any such  event the  Limited  Partner  elects to
  continue the business of the Partnership; or
  
       (b) The sale of the  Project  and the receipt in cash of the full amount of
  the proceeds of such sale.
  
       Notwithstanding  the foregoing,  however, in no event shall the Partnership
  terminate prior to the expiration of its term if such  termination  would result
  in a  violation  of the  Mortgage  Note or any other  agreement  with or rule or
  regulation of Bank of America,  Federal Savings Bank to which the Partnership is
  subject.
  
       Section 15.2 Return of Capital  Contribution  upon  Dissolution.  Except as
  provided in Sections  7.3, 7.4 and 7.6 of this  Agreement,  which  provide for a
  reduction or refund of the Limited Partner's Capital  Contribution under certain
  circumstances,  and which shall represent the personal obligation of the General
  Partner,  as well as the obligation of the Partnership,  each Partner shall look
  solely to the assets of the  Partnership for all  Distributions  with respect to
  
                                         53
  the  Partnership  (including the return of its Capital  Contribution)  and shall
  have no recourse  therefor (upon  dissolution or otherwise)  against any General
  Partner.  No Partner  shall have any right to demand  property  other than money
  upon dissolution and termination of the Partnership.
  
       Section  15.3   Distributions   of  Assets.   Upon  a  dissolution  of  the
  Partnership,  the  General  Partner  (or,  if there is no General  Partner  then
  remaining,  such other Person(s) designated as the liquidator of the Partnership
  by the  Limited  Partner or by the court in a judicial  dissolution)  shall take
  full account of the  Partnership  assets and liabilities and shall liquidate the
  assets as promptly as is consistent with obtaining the fair value thereof.
  
       (a) Upon  dissolution  and  termination,  after  payment  of,  or  adequate
  provision for, the debts and obligations of the Partnership  pursuant to Section
  11.2(a) through and including  11.2(c),  the remaining assets of the Partnership
  shall be distributed to the Partners in accordance with the positive balances in
  their Capital Accounts,  after taking into account all allocations under Article
  X hereof.
  
       (b) In the  event  that a General  Partner  has a  deficit  balance  in its
  Capital Account following the liquidation of the Partnership or its Interest, as
  determined  after taking into account all Capital  Account  adjustments  for the
  Partnership's  taxable  year in which  such  liquidation  occurs,  such  General
  Partner  shall pay to the  Partnership  the amount  necessary  to  restore  such
  deficit  balance  to  zero  in  compliance  with  Treasury   Regulation  Section
  1.704-1(b)(2)(ii)(b)(3).
  
       The deficit make-up shall be paid by the General Partner by the end of such
  taxable  year  and  shall,  upon  liquidation  of the  Partnership,  be  paid to
  creditors of the Partnership or distributed to other Partners in accordance with
  their positive Capital Account balances. Notwithstanding, if the Limited Partner
  has  become  successor  General  Partner,  it shall not be  responsible  for any
  deficit  balance in its Capital  Account  which arose during the time the former
  General Partner served as General Partner.
  
       (c)  With  respect  to  assets  distributed  in  kind  to the  Partners  in
  liquidation or otherwise:
  
            (1) unrealized appreciation or unrealized depreciation in the values 
  of such assets shall be deemed to be Income and Losses realized by the 
  Partnership immediately prior to the liquidation or other Distribution event; 
  and
  
            (2) such Income and Losses shall be allocated to the Partners in 
  accordance with Section 10.2 hereof,  and any property so distributed shall be 
  treated as a Distribution of an amount in cash equal to the excess of such Fair
  Market Value over the outstanding  principal  balance of and accrued  interest
  on any debt by which the property is encumbered.
  
                                         54
  (d) For the  purposes  of Section  15.3(c),  "unrealized  appreciation"  or
  "unrealized  depreciation"  shall mean the  difference  between  the Fair Market
  Value  of such  assets,  taking  into  account  the  Fair  Market  Value  of the
  associated  financing  but  subject  to  Section  7701(g)  of the Code,  and the
  Partnership's  adjusted basis in such assets for book purposes.  Section 15.3(c)
  is merely intended to provide a rule for allocating unrealized Income and Losses
  upon liquidation or other  Distribution  event, and nothing contained in Section
  15.3(c)  or  elsewhere  in this  Agreement  is  intended  to treat or cause such
  Distributions  to be treated as sales for value.  The Fair Market  Value of such
  assets shall be  determined  by an  independent  appraiser to be selected by the
  General Partner with the Consent of the Limited Partner.
  
       Section 15.4 Deferral of  Liquidation.  If at the time of  liquidation  the
  General  Partner or other  liquidator  shall determine that an immediate sale of
  part or all of the  Partnership  assets could cause undue loss to the  Partners,
  the  liquidator  may, in order to avoid  loss,  but only with the Consent of the
  Limited  Partner,  either defer  liquidation  and retain all or a portion of the
  assets or distribute  all or a portion of the assets to the Partners in kind. In
  the event that the  liquidator  elects to  distribute  such assets in kind,  the
  assets  shall  first  be  assigned  a  value  (by  appraisal  by an  independent
  appraiser)  and the  unrealized  appreciation  or  depreciation  in value of the
  assets shall be allocated to the Partners' Capital  Accounts,  as if such assets
  had been sold, in the manner  described in Section  10.2,  and such assets shall
  then be  distributed  to the  Partners  as  provided  herein.  In  applying  the
  preceding  sentence,  the  Project  shall not be  assigned a value less than the
  unamortized principal balance of any loan secured thereby.
  
       Section 15.5 Liquidation Statement. Each of the Partners shall be furnished
  with a statement  prepared  or caused to be  prepared by the General  Partner or
  other  liquidator,  which  shall set forth the  assets  and  liabilities  of the
  Partnership as of the date of complete  liquidation.  Upon  compliance  with the
  distribution  plan as outlined in Sections  15.3 and 15.4,  the Limited  Partner
  shall cease to be such and the General  Partner shall execute,  acknowledge  and
  cause to be filed those certificates referenced in Section 15.6.
  
       Section 15.6  Certificates of  Dissolution;  Certificate of Cancellation of
  Certificate of Limited Partnership.
  
       (a) Upon the  dissolution  of the  Partnership,  the General  Partner shall
  cause to be filed in the office of, and on a form prescribed by the Secretary of
  State of the State, a certificate of dissolution. The certificate of dissolution
  shall set forth the Partnership's name, the Secretary of State's file number for
  the Partnership, the event causing the Partnership's dissolution and the date of
  the dissolution.
  
                                         55
  (b) Upon the completion of the winding up of the Partnership's affairs, the
  General  Partner  shall  cause  to be  filed  in the  office  of,  and on a form
  prescribed   by,  the  Secretary  of  State  of  the  State,  a  certificate  of
  cancellation  of the  Certificate  of Limited  Partnership.  The  certificate of
  cancellation  of the  Certificate  of  Limited  Partnership  shall set forth the
  Partnership's  name,  the Secretary of State's file number for the  Partnership,
  and any other  information  which the  General  Partner  determines  to  include
  therein.
  
                                     ARTICLE XVI
  
                                     AMENDMENTS
  
       This  Agreement  may be amended at any time by the  Limited  Partner.  This
  Agreement  may not be amended by the General  Partner  absent the Consent of the
  Limited Partner.  Notwithstanding  the foregoing,  no amendment shall change the
  Partnership to a general partnership;  extend the term of the Partnership beyond
  the date  provided for in this  Agreement;  modify the limited  liability of the
  Limited Partner;  allow the Limited Partner to take control of the Partnership's
  business  within the meaning of the Act;  reduce or defer the realization of any
  Partner's  interest  in  allocations,  Distributions,  capital  or  compensation
  hereunder, or increase any Partner's obligations hereunder,  without the consent
  of the Partner so affected; or change the provisions of this Article XVI.
  
                                    ARTICLE XVII
  
                                    MISCELLANEOUS
  
       Section 17.1 Voting Rights.
  
       (a) The  Limited  Partner  shall  have no  right to vote  upon any  matters
  affecting the Partnership, except as provided in this Agreement. Notwithstanding
  the foregoing,  the Limited Partner may,  without the concurrence of the General
  Partner:
  
            (1) Approve or disapprove, but, except as otherwise expressly provided
  herein, not initiate, the Sale or Refinancing of the Project;
  
            (2) Remove the General Partner and elect a substitute General Partner 
  as provided in this Agreement;
  
            (3) Elect a successor General Partner upon the Withdrawal of the 
  General Partner;
  
            (4) Approve or disapprove, but not initiate, the dissolution of the
  Partnership; or
  
            (5) Subject to the provisions of Article XVI hereof, amend this 
  Agreement.
  
                                         56
  (b) On any matter  where the Limited  Partner has the right to vote,  votes
  may only be cast at a duly called meeting of the  Partnership or through written
  action without a meeting.
  
       (c) The Limited Partner shall have the right to consent to those actions or
  inactions of the  Partnership  and/or General  Partner as otherwise set forth in
  this  Agreement,  and the  General  Partner  is  prohibited  from any  action or
  inaction requiring such consent unless such consent has been obtained.
  
       Section 17.2 Meeting of  Partnership.  Meetings of the  Partnership  may be
  called  either (a) at any time by the General  Partner;  or (b) upon the General
  Partner's  receipt of a written or facsimile  request  from the Limited  Partner
  setting forth the purpose of such meeting.  Within ten days after receipt of the
  Limited  Partner's  written or  facsimile  request  for a meeting,  the  General
  Partner  shall provide all Partners  with written  notice of the meeting  (which
  shall be by telephone  conference,  or at the principal place of business of the
  Partnership or such other location referenced in the notice) to be held not less
  than 15 days nor more than 30 days after  receipt of such  written or  facsimile
  request from the Limited Partner,  which notice shall specify the time and place
  of such  meeting  and the purpose or purposes  thereof.  If the General  Partner
  fails to provide the written notice of the meeting within ten days after receipt
  of the Limited Partner's request to hold a meeting, then the Limited Partner may
  provide the  written  notice of the meeting to all the  Partners,  which  notice
  shall  specify  the time and place of such  meeting  and the purpose or purposes
  thereof.  All meetings and actions of the Limited  Partner  shall be governed in
  all  respects,  including  matters  relating  to  notice,  quorum,  adjournment,
  proxies,  record  dates  and  actions  without  a  meeting,  by  the  applicable
  provisions of the Act, as it shall be amended from time to time.
  
       Section 17.3 Notices.  Any notice given  pursuant to this  Agreement may be
  served personally on the Partner to be notified,  or may be mailed,  first class
  postage prepaid,  to the following address,  or to such other address as a party
  may from time to time designate in writing:
  
       To the General Partner:  TRIANON-MESA VERDE, LLC 
                                4695 MacArthur Court, Suite 830, 
                                Newport Beach, California 92660
  
       To the Limited Partner:  WNC HOUSING TAX CREDIT FUND V, L.P.,  SERIES 4 
                                c/o WNC & ASSOCIATES, INC. 
                                3158 Redhill Ave., Suite 120
                                Costa Mesa, CA 92626-3416
  
       Section 17.4  Successors and Assigns.  All the terms and conditions of this
  Agreement  shall be binding upon and inure to the benefit of the  successors and
  assigns of the Partners.
  
                                         57
  Section  17.5  Recording  of  Certificate  of Limited  Partnership.  If the
  General Partner should deem it advisable to do so, the Partnership  shall record
  in the office of the County  Recorder of the county in which the principal place
  of business of the Partnership is located a certified copy of the Certificate of
  Limited  Partnership,  or any  amendment  thereto,  after  such  Certificate  or
  amendment has been filed with the Secretary of State of the State.
  
       Section 17.6 Amendment of Certificate of Limited Partnership.
  
       (a) The General  Partner shall cause to be filed,  within 30 days after the
  happening of any of the following  events,  an amendment to the  Certificate  of
  Limited Partnership reflecting the occurrence thereof:
  
            (1) A change in the name of the Partnership.
  
            (2) A change in the street address of the Partnership's principal 
  executive office.
  
            (3) A change in the address, or the Withdrawal, of a General Partner, 
  or a change in the address of the agent for service of process,  or appointment
  of a new agent for service of process.
  
            (4) The admission of a General Partner and that Partner's address.
  
            (5) The discovery by the General Partner of any false or erroneous 
  material statement contained in the Certificate of Limited  Partnership or any 
  amendment thereto.
  
       (b)  The  Certificate  of  Limited  Partnership  may  also  be  amended  in
  conformity with this Agreement at any time in any other respect that the General
  Partner determines.
  
       (c) The General Partner shall cause the Certificate of Limited  Partnership
  to be amended, when required or permitted as aforesaid,  by filing a certificate
  of  amendment  thereto  in the  office  of,  and on a form  prescribed  by,  the
  Secretary of State of the State.  The  certificate of amendment  shall set forth
  the Partnership's name, the Secretary of State's file number for the Partnership
  and the text of the amendment.
  
       Section 17.7  Counterparts.  This  Agreement may be executed in one or more
  counterparts,  each of which shall be deemed an original,  and said counterparts
  shall  constitute  but one and the same  instrument  which may  sufficiently  be
  evidenced by one counterpart.
  
       Section 17.8 Captions.  Captions to and headings of the Articles,  Sections
  and  subsections  of this  Agreement  are  solely  for the  conveniences  of the
  parties,  are  not a part of  this  Agreement,  and  shall  not be used  for the
  
                                         58
  interpretation  or  determination  of the  validity  of  this  Agreement  or any
  provision hereof.
  
       Section 17.9 Saving  Clause.  If any  provision of this  Agreement,  or the
  application  of such  provision  to any  Person or  circumstance,  shall be held
  invalid,  the remainder of this Agreement,  or the application of such provision
  to Persons  or  circumstances  other than those as to which it is held  invalid,
  shall not be affected thereby.
  
       Section 17.10 Tax Matters Partners.  All the Partners hereby agree that WNC
  Housing, L.P. shall be the "Tax Matters Partner", if it accepts, pursuant to the
  Code and in connection  with any audit of the Federal  income tax returns of the
  Partnership;  provided, however, that if the Limited Partner shall withdraw from
  the Partnership or become Bankrupt,  the General Partner shall thereafter be the
  "Tax Matters  Partner".  If the Tax Matters  Partner shall determine to litigate
  any  administrative  determination  relating to federal  income tax matters,  it
  shall litigate such matter in such court as the Tax Matters Partner shall decide
  in its sole discretion. In discharging its duties and responsibilities,  the Tax
  Matters  Partner  shall act as a fiduciary  (i) to the  Limited  Partner (to the
  exclusion  of the other  Partners)  insofar  as tax  matters  related to the Tax
  Credits are concerned, and (ii) to all of the Partners in other respects.
  
       Section 17.11 Expiration of Compliance Period.
  
       (a)  Notwithstanding  any provision hereof to the contrary (other than this
  Section  17.11),  the Limited Partner shall have the right at any time after the
  beginning  of the last year of the  Compliance  Period to  require,  by  written
  notice to the  General  Partner,  that the  General  Partner  promptly  submit a
  written  request to the applicable  State Tax Credit Agency  pursuant to Section
  42(h) of the Code (or any  successor  provision)  that such  agency  endeavor to
  locate within one year from the date of such written request a purchaser for the
  Project who will  continue  to operate  the  Project as a  qualified  low income
  property, at a purchase price that is not less than the minimum amount set forth
  in Section 42(h)(6) of the Code (or any successor provision).  In the event that
  the State Tax Credit Agency  obtains an offer  satisfying  the conditions of the
  preceding  sentence,  the  General  Partner  shall  promptly  notify the Limited
  Partner in writing with respect to the terms and conditions of such offer,  and,
  if the Limited  Partner  notifies the General  Partner that such offer should be
  accepted,  the General  Partner shall cause the  Partnership  promptly to accept
  such offer and to proceed to sell the Project pursuant to such offer.
  
       (b)  Notwithstanding any other provision of this Agreement to the contrary,
  the  Limited  Partner  shall  have the  right at any time  after  the end of the
  Compliance  Period to require,  by written  notice to the General  Partner  (the
  "Required Sale Notice"),  that the General Partner promptly use its best efforts
  to obtain a buyer for the Project on the most  favorable  terms then  available.
  
                                         59
  The General  Partner  shall submit the terms of any proposed sale to the Limited
  Partner for its approval in the manner set forth in Section 17.11(a) hereof.  If
  the General  Partner shall fail to so obtain a buyer for the Project  within six
  months of receipt of the  Required  Sale Notice or if the Consent of the Limited
  Partner in its sole discretion  shall be withheld to any proposed sale, then the
  Limited  Partner  shall have the right at any time during the next six months to
  obtain a buyer for the Project on terms  acceptable to the Limited  Partner (but
  not less favorable to the Partnership than any proposed sale previously rejected
  by the  Limited  Partner).  In the event that the  Limited  Partner so obtains a
  buyer,  it shall notify the General Partner in writing with respect to the terms
  and  conditions  of the proposed  sale and the General  Partner  shall cause the
  Partnership  promptly to sell the Project to such buyer.  If the Limited Partner
  does not locate a buyer in the  applicable  six month  period then the  Partners
  shall cooperate to locate a buyer for the Project.
  
       (c) A sale of the  Project  prior to the end of the  Compliance  Period may
  only  take  place if the  conditions  of  Section  42(j)(6)  of the Code (or any
  successor provision) will be satisfied upon such sale by having the purchaser of
  the Project post the required bond on behalf of the Partnership.
  
       Section 17.12 Number and Gender.  All pronouns and any  variations  thereof
  shall be deemed to refer to the masculine,  feminine, neuter, singular or plural
  as the identity of the Person or Persons may require.
  
       Section 17.13 Entire Agreement.  This Agreement  together with all Exhibits
  constitutes  the entire  understanding  between the parties  with respect to the
  subject matter hereof and all prior  understandings  and agreements  between the
  parties,  written  or oral,  respecting  this  transaction  are  merged  in this
  Agreement.
  
       Section 17.14  Governing Law. This Agreement and its  application  shall be
  governed by the laws of the State.
  
       Section  17.15  Attorney's  Fees.  If a suit or  action  is  instituted  in
  connection  with an  alleged  breach of any  provision  of this  Agreement,  the
  prevailing party shall be entitled to recover,  in addition to costs,  such sums
  as the court may adjudge  reasonable as attorney's  fees,  including fees on any
  appeal.
  
       Section  17.16  Receipt  of  Correspondence.  The  Partners  agree that the
  General Partner shall send to the Limited  Partner a copy of any  correspondence
  relative to the Project's  noncompliance with the Mortgage Note, relative to the
  acceleration  of the Mortgage  Note and/or  relative to the  disposition  of the
  Project.
  
       Section 17.17 Security  Interest and Right of Set-Off.  As security for the
  performance  of the  respective  obligations to which any Partner may be subject
  under this Agreement, the Partnership shall have (and each Partner hereby grants
  to the  Partnership)  a security  interest  in all funds  distributable  to said
  
                                         60
  Partner to the extent of the amount of such obligation.
  
       IN  WITNESS  WHEREOF,  this  Amended  and  Restated  Agreement  of  Limited
  Partnership of MESA VERDE APARTMENTS,  LIMITED PARTNERSHIP, a New Mexico limited
  partnership, is made and entered into as of the 21st day of February, 1997.
  
                         GENERAL PARTNER
  
                         TRIANON-MESA VERDE, LLC, a New Mexico Limited 
                         Liability Company
  
                         By: TRIANON DEVELOPMENT CORPORATION, a California 
                             corporation, Member
  
                             By: /s/ Lester G. Day
                                      Lester G. Day, 
                                      President
  
                         By: FOUNDATION FOR SOCIAL RESOURCES, INC., a
                             Delaware non-profit corporation, Member
  
                             By: /s/ William W. Hirsch
                                     William W. Hirsch, 
                                     President
  
                         WITHDRAWING GENERAL PARTNER
  
                         Trianon Development Corporation,
                         a California corporation
  
                         By: /s/ Lester G. Day
                                 Lester G. Day, 
                                 President
  
                         Foundation for Social Resources, Inc.,
                         a Delaware non-profit corporation
  
                         By: /s/ William W. Hirsch
                                 William W. Hirsch, 
                                 President
  
                         WITHDRAWING ORIGINAL LIMITED PARTNER
  
                         TRIANON DEVELOPMENT CORPORATION, a California
                         corporation
  
                         By: /s/ Lester G. Day
                                 Lester G. Day, 
                                 President
   
  Signatures continued on next page....
  
                                         61
  LIMITED PARTNER
  
                          WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
                          a California limited partnership
  
                          By:  WNC & ASSOCIATES, INC.,
                               a California corporation
                               General Partner
  
                               By: /s/ John B. Lester, Jr.
                                       John B. Lester, Jr., 
                                       President
  
                                         62
  EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  PARCEL 1:
  
  Lot 2, of West Springs East, a  subdivision,  in the City of Roswell,  County of
  Chaves  and State of New  Mexico,  as shown on the  Official  Plat  filed in the
  Chaves County Clerk's Office on December 19, 1989 and recorded in Book M of Plat
  Records, at Page 47.
  
  PARCEL 2:
  
  The South 355 feet of the  SW1/4NE1/4 of Section 6 in Township 11 South of Range
  24 East of New Mexico  Principal  Meridian,  in the City of  Roswell,  County of
  Chaves and State of New Mexico,  EXCEPT the West 187.45 feet  thereof and EXCEPT
  so much thereof as is within the  right-of-way of West Bland Street,  and EXCEPT
  so much thereof as was subdivided  into West Springs Summary Plat in the City of
  Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat
  filed in the Chaves County  Clerk's  Office on February 27, 1996 and recorded in
  Book K of Plat Records, at Page 43.
  
                                        A-1
  EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4 
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
  Ladies and Gentlemen:
  
       You  have  requested  our  opinion  with  respect  to  certain  matters  in
  connection with the investment by WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4,
  a  California  limited   partnership  (the  "Limited  Partner")  in  MESA  VERDE
  APARTMENTS,  LIMITED  PARTNERSHIP  (the  "Partnership"),  a New  Mexico  limited
  partnership  formed  to  own,  develop,  (construct/-rehabilitate)  finance  and
  operate an apartment complex for low-income persons (the "Apartment Complex") in
  Roswell,  Chaves County,  New Mexico.  The general partner(s) of the Partnership
  (is/are) TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company.
  
       In rendering the opinions  stated  below,  we have examined and relied upon
  the following:
  
       (i) [Certificate of Limited Partnership];
  
       (ii) [Agreement of Limited Partnership] (the "Partnership Agreement");
  
       (iii) A preliminary  reservation letter from [State Allocating Agency] (the
  "State Agency") dated _________,  199___ conditionally awarding $_______________
  in Federal tax credits  annually for each of ten years and  $_______________  in
  California  tax  credits  annually  for  each of four  years  for the  Apartment
  Complex; and
  
       (iv) Such  other  documents,  records  and  instruments  as we have  deemed
  necessary  in order to enable  us to render  the  opinions  referred  to in this
  letter.
  
       For purposes of rendering  the opinions  stated below we have assumed that,
  in those cases in which we have not been involved  directly in the  preparation,
  execution or the filing of a document,  that (a) the document  reviewed by us is
  an original document, or a true and accurate copy of the original document,  and
  has not been subsequently  amended, (b) the signatures on each original document
  are genuine,  and (c) each party who executed the document had proper  authority
  and capacity.
  
                                        B-1
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & ASSOCIATES, Inc.
  ______________, 199__
  Page 2
  
  Based on the foregoing we are of the opinion that:
  
       (a)   ________________________,   one  of  the  General   Partners,   is  a
  [corporation/partnership] duly formed and validly existing under the laws of the
  State of  _____________________  and has full power and  authority to enter into
  and    perform    its    obligations    under   the    Partnership    Agreement.
  _____________________,    one   of   the   other   General   Partners,    is   a
  [corporation/partnership] duly formed and validly existing under the laws of the
  State of  __________________  and has full power and authority to enter into and
  perform its obligations under the Partnership Agreement.
  
       (b) The  Partnership  is a limited  partnership  duly  formed  and  validly
  existing under the laws of the State of New Mexico.
  
       (c) The  Partnership  is validly  existing under and subject to the laws of
  New   Mexico    with   full    power   and    authority    to   own,    develop,
  [construct/rehabilitate],  finance  and  operate  the  Apartment  Complex and to
  otherwise conduct business under the Partnership Agreement.
  
       (d) Execution of the  Partnership  Agreement by the General  Partner(s) has
  been duly and validly  authorized by or on behalf of the General Partner(s) and,
  having been executed and delivered in accordance with its terms, the Partnership
  Agreement constitutes the valid and binding agreement of the General Partner(s),
  enforceable in accordance with its terms.
  
       (e) The execution and delivery of the Partnership  Agreement by the General
  Partner(s)  does not conflict with and will not result in a breach of any of the
  terms,  provisions or conditions of any agreement or instrument known to counsel
  to which any of the General Partner(s) or the Partnership is a party or by which
  any of them may be bound, or any order,  rule, or regulation to be applicable to
  any of such parties of any court or governmental body or  administrative  agency
  having jurisdiction over any of such parties or over the property.
  
       (f) To the best of  counsel's  knowledge,  after due  inquiry,  there is no
  litigation  or  governmental   proceeding  pending  or  threatened  against,  or
  involving the Apartment  Complex,  the  Partnership or any General Partner which
  would  materially  adversely  affect the  condition  (financial or otherwise) or
  business of the Apartment Complex, the Partnership or any of the Partners of the
  Partnership.
  
       (g) The Limited  Partner has been admitted to the  Partnership as a limited
  partner of the Partnership  under  __________ law and are entitled to all of the
  rights of limited partners under the Partnership Agreement.  Except as described
  
                                        B-2
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & ASSOCIATES, Inc.
  ______________, 199__
  Page 3
  
  in the  Partnership  Agreement,  no person  is a partner  of or has any legal or
  equitable  interest  in the  Partnership,  and all former  partners of record or
  known to counsel have validly  withdrawn from the  Partnership and have released
  any  claims  against  the  Partnership  arising  out of their  participation  as
  partners therein.
  
       (h) Liability of the Limited  Partner for obligations of the Partnership is
  limited to the amount of the Limited Partner's capital contributions required by
  the Partnership Agreement.
  
       (i) Neither  the  General  Partner(s)  of the  Partnership  nor the Limited
  Partner  will have any  liability  for the Mortgage  Note or the  Mortgage  Loan
  represented  thereby (as those terms are defined in the  Partnership  Agreement,
  and the  lender of the  Mortgage  Loan will  look  only to its  security  in the
  Apartment Complex for repayment of the Mortgage Loan.
  
       (j) The Partnership owns a fee simple interest in the Apartment Complex.
  
       (k) To the best of our actual knowledge and belief,  after due inquiry, the
  Partnership  has obtained all consents,  permissions,  licenses,  approvals,  or
  orders required by all applicable  governmental  or regulatory  agencies for the
  development,   [construction/rehabilitation]  and  operation  of  the  Apartment
  Complex, and the Apartment Complex conforms to all applicable Federal, state and
  local land use, zoning, health, building and safety laws, ordinances,  rules and
  regulations.
  
       (l) The  Apartment  Complex has obtained a preliminary  reservation  of low
  income housing tax credits ("LIHTC") from the State Agency. the final allocation
  of the LIHTC and ultimately  eligibility of the Apartment Complex for such final
  allocation are subject to a series of requirements  which must be met, performed
  or achieved at various times prior to and after such final allocation.  Assuming
  all  such  requirements  are met,  performed  or  achieved  at the time or times
  provided by applicable laws and regulations,  the Apartment Complex will qualify
  for LIHTC.
  
       All of the  opinions  set forth above are  qualified to the extent that the
  validity  of any  provision  of any  agreement  may be subject to or affected by
  applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
  affecting the rights of creditors generally. We do not express any opinion as to
  the  availability  of any equitable or specific remedy upon any breach of any of
  the covenants,  warranties or other  provisions  contained in any agreement.  We
  have not examined,  and we express no opinion with respect to, the applicability
  
                                        B-3
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & ASSOCIATES, Inc.
  ______________, 199__
  Page 4
  
  of, or liability under, any Federal, state or local law, ordinance or regulation
  governing or  pertaining  to  environmental  matters,  hazardous  wastes,  toxic
  substances or the like.
  
       We express no opinion as to any matter except those set forth above.  These
  opinions are rendered for use by the Limited Partner and its legal counsel which
  will rely on this opinion in connection  with federal  income tax opinions to be
  rendered by that firm.  This  opinion may not be  delivered to or relied upon by
  any other person or entity without our express written consent.
  
  Sincerely,
  
  __________________________
  
                                        B-4
  EXHIBIT C TO PARTNERSHIP AGREEMENT
  
                             CERTIFICATION AND AGREEMENT
  
       CERTIFICATION AND AGREEMENT made as of the date written below by MESA
  VERDE APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited  partnership (the
  "Partnership");  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company
  (the  "General  Partner");  and TRIANON  DEVELOPMENT  CORPORATION,  a California
  corporation (the "Original  Limited Partner") for the benefit of WNC HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4, a California limited partnership (the "Investment
  Partnership"), and WNC & ASSOCIATES, INC. ("WNC").
  
       WHEREAS, the Partnership proposes to admit the Investment  Partnership as a
  limited partner thereof pursuant to an Amended and Restated Agreement of Limited
  Partnership of the Partnership (the "Partnership Agreement"), in accordance with
  which the Investment  Partnership will make substantial capital contributions to
  the Partnership; and
  
       WHEREAS,  the  Investment  Partnership  and WNC have  relied  upon  certain
  information  and  representations  described  herein in evaluating the merits of
  investment by the Investment Partnership in the Partnership;
  
       NOW,  THEREFORE,  to induce the  Investment  Partnership  to enter into the
  Partnership  Agreement and become a limited partner of the Partnership,  and for
  $1.00 and other good and  valuable  consideration,  the receipt and  adequacy of
  which are hereby  acknowledged,  the  Partnership,  the General  Partner and the
  Original  Limited  Partner  hereby  agree  as  follows  for the  benefit  of the
  Investment Partnership and WNC.
  
       1.  Representations,  Warranties  and  Covenants  of the  Partnership,  the
  General Partner and the Original Limited Partner
  
       The  Partnership,  the General  Partner and the  Original  Limited  Partner
  jointly  and  severally  represent,   warrant  and  certify  to  the  Investment
  Partnership  and WNC  that,  with  respect  to the  Partnership,  as of the date
  hereof:
  
       1.1 The  Partnership  is duly  organized  and in good standing as a limited
  partnership  pursuant to the laws of the state of its formation  with full power
  and authority to own its apartment complex (the "Apartment Complex") and conduct
  its business;  the  Partnership,  the General  Partner and the Original  Limited
  Partner   have  the  power  and   authority  to  enter  into  and  perform  this
  Certification  and Agreement;  the execution and delivery of this  Certification
  and Agreement by the  Partnership,  the General Partner and the Original Limited
  Partner  have been duly and validly  authorized  by all  necessary  action;  the
  execution and delivery of this  Certification and Agreement,  the fulfillment of
  
                                        C-1
  its terms and consummation of the transactions contemplated hereunder do not and
  will not conflict  with or result in a violation,  breach or  termination  of or
  constitute a default  under (or would not result in such a conflict,  violation,
  breach,  termination  or default with the giving of notice or passage of time or
  both) any other  agreement,  indenture or instrument by which the Partnership or
  any General Partner or Original Limited Partner is bound or any law, regulation,
  judgment,  decree or order  applicable to the Partnership or any General Partner
  or  Original  Limited  Partner  or  any of  their  respective  properties;  this
  Certification  and Agreement  constitutes the valid and binding agreement of the
  Partnership,  the General Partner and the Original Limited Partner,  enforceable
  against each of them in accordance with its terms.
  
       1.2 The General Partner has delivered to the Investment Partnership, WNC or
  their  affiliates  all  documents and  information  which would be material to a
  prudent investor in deciding  whether to invest in the Partnership.  All factual
  information  provided to the  Investment  Partnership,  WNC or their  affiliates
  either in writing or orally,  did not, at the time  given,  and does not, on the
  date hereof,  contain any untrue statement of a material fact or omit to state a
  material fact required to be stated  therein or necessary to make the statements
  therein not misleading in light of the circumstances under which they are made.
  
       1.3 Each of the representations and warranties contained in the Partnership
  Agreement is true and correct as of the date hereof.
  
       1.4 Each of the covenants and agreements of the Partnership and the General
  Partner  contained in the  Partnership  Agreement has been duly performed to the
  extent that  performance of any covenant or agreement is required on or prior to
  the date hereof.
  
       1.5 All  conditions  to  admission  of the  Investment  Partnership  as the
  investment  limited  partner of the  Partnership  contained  in the  Partnership
  Agreement have been satisfied.
  
       1.6 No  default  has  occurred  and is  continuing  under  the  Partnership
  Agreement  or any of the  Project  Documents  (as such  term is  defined  in the
  Partnership Agreement) for the Partnership.
  
       1.7 The  Partnership  will  allocate to the Limited  Partner the  Projected
  Annual Tax Credits.
  
       1.8 The General  Partner agrees to take all actions  necessary to claim the
  Projected Tax Credit, including,  without limitation, the filing of Form(s) 8609
  with the Internal Revenue Service.
  
                                        C-2
  1.9 No  person or  entity  other  than the  Partnership  holds  any  equity
  interest in the Apartment Complex.
  
       1.10 The Partnership has the sole responsibility to pay all maintenance and
  operating   costs,   including  all  taxes  levied  and  all  insurance   costs,
  attributable to the Apartment Complex.
  
       1.11 The Partnership, except to the extent it is protected by insurance and
  excluding  any  risk  borne  by  lenders,  bears  the  sole  risk of loss if the
  Apartment  Complex is destroyed  or  condemned  or there is a diminution  in the
  value of the Apartment Complex.
  
       1.12 No  person  or  entity  except  the  Partnership  has the right to any
  proceeds,  after payment of all  indebtedness,  from the sale,  refinancing,  or
  leasing of the Apartment Complex.
  
       2. Miscellaneous
  
       2.1 This  Certification and Agreement is made solely for the benefit of the
  Investment  Partnership and WNC, and their respective  successors and assignees,
  and no other person  shall  acquire or have any right under or by virtue of this
  Agreement.
  
       2.2  This   Certification   and   Agreement  may  be  executed  in  several
  counterparts,  each of which  shall be  deemed to be an  original,  all of which
  together shall constitute one and the same instrument.
  
       2.3 Capitalized terms used but not defined in this Certification  Agreement
  shall have the meanings given to them in the Partnership Agreement.
  
       IN WITNESS WHEREOF, this Certificate and Agreement is made and entered into
  as of the ____ day of ____________________ , 1997.
  
  PARTNERSHIP
  
  MESA VERDE APARTMENTS, LIMITED PARTNERSHIP
  
  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability
  Company, General Partner
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
           By: /s/ Lester G. Day
                   Lester G. Day,
                    President
  
  Signatures continued on next page. .  .
  
                                        C-3
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a
           Delaware non-profit corporation,
           Member
  
           By:  /s/ William W. Hirsch
                    William W. Hirsch,
                    President
  
  GENERAL PARTNER
  
  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
           By:  /s/ Lester G. Day
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a
           Delaware non-profit corporation, Member
  
           By:  /s/ Michael Hirsch
                    Michael Hirsch,
                    President
  
  ORIGINAL LIMITED PARTNER
  
  TRIANON DEVELOPMENT CORPORATION, a California corporation
  
  By:  /s/ Lester G. Day
           Lester G. Day,
           President
  
                                        C-4
  EXHIBIT D TO THE PARTNERSHIP AGREEMENT
  
                            GENERAL PARTNER CERTIFICATION
  
       This  General  Partner  Certification  is being  issued to WNC  HOUSING TAX
  CREDIT FUND V, L.P., SERIES 4 ("Limited  Partner") by TRIANON-MESA VERDE, LLC, a
  New Mexico  Limited  Liability  Company  (the  General  Partner")  of MESA VERDE
  APARTMENTS,    LIMITED   PARTNERSHIP,   a   New   Mexico   limited   partnership
  ("Partnership")  in  accordance  with  Section 7.2 of the  Amended and  Restated
  Agreement of Limited Partnership of the Partnership ("Partnership Agreement").
  
       Capitalized   terms  used  but  not   defined  in  this   General   Partner
  Certification  shall  have  the  meanings  given  to  them  in  the  Partnership
  Agreement.
  
       WHEREAS, the Limited Partner is scheduled to make a Capital Contribution to
  the Partnership;
  
       WHEREAS,  the Partnership  Agreement  requires the General Partner to issue
  this Certification prior to the Limited Partner's payment; and
  
       WHEREAS, the Limited Partner shall rely on this Certification in evaluating
  the continued merits of its investment in the Partnership;
  
       NOW, THEREFORE, to induce the Limited Partner to make its scheduled Capital
  Contribution to the Partnership, the General Partner represents and
  warrants to the Limited  Partner that the following are true, or as the case may
  be, will be true as of the date written below:
  
       (a)  The  Partnership  is a  duly  organized  limited  partnership  validly
  existing  under  the  laws  of the  State  and  has  complied  with  all  filing
  requirements  necessary  for the  protection  of the  limited  liability  of the
  Limited Partner.
  
       (b) The Partnership  Agreement and the applicable  Project Documents are in
  full force and effect and neither the  Partnership nor the General Partner is in
  breach or violation of any provisions thereof.
  
       (c)  Improvements  will be completed in a timely and workmanlike  manner in
  accordance with all applicable requirements of the Mortgage Loan, all applicable
  requirements  of all  appropriate  governmental  entities and  substantially  in
  accordance  with the plans and  specifications  of the Project that have been or
  shall be  hereafter  approved  by Bank of  America,  Federal  Savings  Bank,  if
  
                                        D-1
  required,   and  all  applicable   governmental  entities,  as  such  plans  and
  specifications  may be changed  from time to time with the  approval  of Bank of
  America,  Federal Savings Bank and any applicable governmental entities, if such
  approval shall be required.
  
       (d) The  Project  is  being  operated  in  accordance  with  standards  and
  procedures  which are prudent and  customary  for the  operation  of  properties
  similar to the Project.
  
       (e)  Additional  Improvements  on the Project,  if any,  shall be completed
  substantially   in  conformity   with  the  Project   Documents  and  any  other
  requirements necessary to obtain Completion of Construction.
  
       (f) No Partner has or will have any personal  liability with respect to, or
  has or will have personally guaranteed the payment of, the Mortgage.
  
       (g) The  Partnership is in compliance with all  construction  and use codes
  applicable  to the Project and is not in violation of any zoning,  environmental
  or similar regulations applicable to the Project.
  
       (h) All appropriate public utilities,  including sanitary and storm sewers,
  water,  gas and  electricity,  are  currently  available  and will be  operating
  properly  for all  units  in the  Project  at the time of  first  occupancy  and
  generally throughout the term of the Partnership.
  
       (i) The Project has  obtained,  or will obtain  before  Permanent  Mortgage
  Commencement,  and  will  maintain  throughout  the  term  of  this  Partnership
  Insurance written by an Insurance Company.
  
       (j) The Partnership owns the fee simple interest in the Project.
  
       (k) The Construction Contract has been entered into between the Partnership
  and  the  Contractor;  no  other  consideration  or fee  shall  be  paid  to the
  Contractor other than amounts set forth in the Construction Contract.
  
       (l) A builder's risk insurance  policy in favor of the Partnership  will be
  and is in full force and effect until Completion of Construction.
  
       (m) Except as otherwise  disclosed to the Limited  Partner in writing prior
  to the  execution  of the  Partnership  Agreement,  to the  best of the  General
  Partner's  knowledge:  (1) no  Hazardous  Substance  has been  disposed  of,  or
  released  to or from,  or  otherwise  now exists in,  on,  under or around,  the
  Project and (2) no aboveground or underground storage tanks are now or have ever
  
                                        D-2
  been  located on or under the Project.  The General  Partner will not install or
  allow to be  installed  any  aboveground  or  underground  storage  tanks on the
  Project.  The General  Partner  covenants that the Project shall be kept free of
  Hazardous  Materials  and shall not be used to  generate,  manufacture,  refine,
  transport,  treat,  store,  handle,  dispose  of,  transfer,  produce or process
  Hazardous  Materials,  except in  connection  with the  normal  maintenance  and
  operation of any portion of the project.  The General  Partner shall comply,  or
  cause there to be compliance, with all applicable Federal, state and local laws,
  ordinances,  rules and regulations with respect to Hazardous Materials and shall
  keep,  or cause to be kept,  the  Project  free and clear of any  liens  imposed
  pursuant to such laws,  ordinances,  rules and regulations.  The General Partner
  shall  promptly  notify  the  Limited  Partner in  writing  (3) if it knows,  or
  suspects or believes there may be any Hazardous  Substance in or around any part
  of the  Project,  any  Improvements  constructed  on the  Project,  or the soil,
  groundwater or soil vapor,  (4) if the General Partner or the Partnership may be
  subject to any threatened or pending  investigation by any  governmental  agency
  under any law,  regulation or ordinance  pertaining to any Hazardous  Substance,
  and (5) of any claim made or threatened by any Person, other than a governmental
  agency,  against the  Partnership or General Partner arising out of or resulting
  from any Hazardous Substance being present or released in, on or around any part
  of the Project.
  
       (n) To the best of its  knowledge and belief,  the General  Partner has not
  executed and will not execute any agreements with provisions  contradictory  to,
  or in opposition to, the provisions of the Partnership Agreement.
  
       (o) The  Partnership  will  allocate to the Limited  Partner the  Projected
  Annual Tax Credits.
  
       (p) To the best of its actual  knowledge  and belief,  after due inquiry no
  charges or encumbrances exist with respect to the Project other than those which
  are created or  permitted  by the Project  Documents or are noted or excepted in
  the title policy for the Project.
  
       (q) The  buildings on the Project  site  constitute  or shall  constitute a
  "qualified  low-income housing project" as defined in Section 42(g) of the Code,
  and as amplified by the Treasury Regulations thereunder. In this connection, not
  later than  December 31 of the first year in which the Partners  elect the LIHTC
  to  commence  in  accordance  the Code,  the  Project  will  satisfy the Minimum
  Set-Aside Test.
  
       (r) The General Partner has not lent or otherwise advanced any funds to the
  Partnership  other than its  Capital  Contribution  and the  Partnership  has no
  unsatisfied  obligation to make any payments of any kind to the General  Partner
  or any Affiliate  thereof,  except as may be provided in accordance with Section
  
                                        D-3
  6.2 or 6.3 of this Partnership Agreement.
  
       (s) To the best of its  knowledge and belief,  no event has occurred  which
  constitutes a material default under any of the Project Documents.
  
       (t) To the best of its  knowledge and belief,  no event has occurred  which
  has caused, and the General Partner has not acted in any manner which will cause
  (1) the  Partnership  to be  treated  for  federal  income  tax  purposes  as an
  association taxable as a corporation,  (2) the Partnership to fail to qualify as
  a limited partnership under the Act, or (3) the Limited Partner to be liable for
  Partnership  obligations;  provided however, the General Partner shall not be in
  breach of this  representation if all or a portion of a Limited Partner's agreed
  upon Capital Contributions are used to satisfy the Partnership's  obligations to
  creditors of the Partnership and such action by the General Partner is otherwise
  authorized  under this  Agreement  and;  provided  further,  however the General
  Partner shall not be in breach of this  representation if the action causing the
  Limited  Partner to be liable for the  Partnership  obligations is undertaken by
  the Limited Partner.
  
       (u)  No  legal  actions  or  proceedings  before  any  court,   commission,
  administrative  body  or  other  governmental  authority,  and/or  acts  of  any
  governmental  authority  having  jurisdiction  over the  zoning or land use laws
  applicable to the Project, have occurred the continuing effect of which has: (1)
  materially  and  adversely  affected  the  operation of the  Partnership  or the
  Project;  (2)  materially  and  adversely  affected  the  ability of the General
  Partner to perform its  obligations  hereunder or under any other agreement with
  respect to the Project;  or (3) prevented the completion of  construction of the
  Improvements in substantial  conformity with the Project  Documents,  other than
  legal  proceedings which have been bonded against (or as to which other adequate
  financial  security has been issued) in a manner as to indemnify the Partnership
  against  loss;  provided  however  the  foregoing  does not apply to  matters of
  general applicability which would adversely affect the Partnership,  the General
  Partner,  Affiliates of the General  Partner or the Project only insofar as they
  or any of them are part of the general public.
  
       (v) Neither the Partnership  nor the General  Partner has any  liabilities,
  contingent or otherwise, which have not been disclosed in writing to the Limited
  Partner and which in the aggregate  materially affect the ability of the Limited
  Partner to obtain the anticipated benefits of its investment in the Partnership.
  
       (w) The  General  Partner  has and shall  maintain a net worth  equal to at
  least  $500,000  computed  in  accordance  with  generally  accepted  accounting
  principles.
  
                                        D-4
  IN WITNESS  WHEREOF,  the undersigned  have set their hands to this General
  Partner Certification this _______ day of ______________________, 1997.
  
  GENERAL PARTNER
  
  TRIANON-MESA VERDE, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
           By:  /s/ Lester G. Day
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a
           Delaware non-profit corporation, Member
  
           By:  /s/ Michael Hirsch
                    Michael Hirsch,
                    President
  
                                        D-5
  EXHIBIT E TO PARTNERSHIP AGREEMENT
  
                           FORM OF COMPLETION CERTIFICATE
  
              (to be used when construction [rehabilitation] completed)
  
                               COMPLETION CERTIFICATE
  
  The  undersigned,  an architect duly licensed and registered in the State of New
  Mexico,  has prepared final working plans and detailed  specifications  for MESA
  VERDE APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited  partnership (the
  "Partnership"),  between  WNC  HOUSING  TAX  CREDIT  FUND V,  L.P.,  SERIES 4, a
  California  limited  partnership  ("Limited  Partner")  and the  Partnership  in
  connection  with the  construction  [rehabilitation]  of improvements on certain
  real   property   located  in   Roswell,   Chaves   County,   New  Mexico   (the
  "Improvements").
  
  The undersigned  hereby certifies (i) that the Improvements  have been completed
  in accordance with the aforesaid plans and specifications, (ii) that a permanent
  certificate  of occupancy and all other  permits  required for the continued use
  and occupancy of the  Improvements  have been issued with respect thereto by the
  governmental agencies having jurisdiction  thereof,  (iii) that the Improvements
  are in compliance with all  requirements  and  restrictions of all  governmental
  authorities  having  jurisdiction  over  the  Improvements,  including,  without
  limitation,  all applicable zoning,  building,  environmental,  fire, and health
  ordinances, rules and regulations and (iv) that all contractors,  subcontractors
  and  workmen  who worked on the  Improvements  have been paid in full except for
  normal retainages and amounts in dispute.
  
  ___________________________________
  Project Architect
  
  Date:  ____________________________
  
  Confirmed by:
  
  ___________________________________
  General Partner
  
  Date:  ____________________________
  
                                        E-1
  EXHIBIT F TO PARTNERSHIP AGREEMENT
  
                             [ACCOUNTANT'S CERTIFICATE]
                              [Accountant's Letterhead]
  
  _______________, 199____
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
  c/o WNC & Associates, Inc.
  3158 Redhill Ave., Suite 120
  Costa Mesa, California 92626
  
  RE:  Partnership
       Certification as to Amount
       of Eligible Tax Credit Base
  
  Gentlemen:
  
  In  connection  with the  acquisition  by WNC  HOUSING  TAX CREDIT FUND V, L.P.,
  SERIES 4 (the "Limited Partner") of a limited partnership interest in MESA VERDE
  APARTMENTS,   LIMITED  PARTNERSHIP,   a  New  Mexico  limited  partnership  (the
  "Partnership")  which owns a certain  parcel of land located in Roswell,  Chaves
  County, New Mexico and improvements thereon (the "Project"), the Limited Partner
  has  requested  our  certification  as to the amount of  low-income  housing tax
  credits ("Tax  Credits")  available with respect to the Project under Section 42
  of the Internal  Revenue Code of 1986, as amended (the  "Code").  Based upon our
  review  of  [the  financial  information  provided  by the  Partnership]  of the
  Partnership,  we are prepared to file the Federal  information tax return of the
  Partnership claiming annual Tax Credits in the amount of $_______________, which
  amount is based on an eligible  basis (as defined in Section  42(d) of the Code)
  of the Project of  $________________,  a qualified  basis (as defined in Section
  42(c) of the  Code)  of the  Project  of  $_________________  and an  applicable
  percentage (as defined in Section 42(b) of the Code) of _____%.
  
  Sincerely,
  
  _______________________________
  
                                        F-1
  REPORT OF OPERATIONS
  
                   QUARTER ENDED:____________________________,199X
  
  -------------------------------------       -----------------------------------
  LOCAL PARTNERSHIP:
  -------------------------------------       -----------------------------------
  
  -------------------------------------       -----------------------------------
  GENERAL PARTNER:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  FIRM NAME:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  
  -------------------------------------       -----------------------------------
  PROPERTY NAME:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
                                              -----------------------------------
  -------------------------------------       -----------------------------------
  RESIDENT MANAGER:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  
  -------------------------------------       -----------------------------------
  ACCOUNTANT:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  FIRM:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  
  ------------------------------------       -----------------------------------
  MANAGEMENT COMPANY
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  ADDRESS:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CITY, STATE, ZIP:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  PHONE:
  -------------------------------------       -----------------------------------
  -------------------------------------       -----------------------------------
  CONTACT:
  -------------------------------------       -----------------------------------
  
  -------------------------------------------------------------------------------
  
                                OCCUPANCY INFORMATION
  
   
  A. Number of Units_____ Number of RA Units_____ Number of Section 8 Tenants ____
                       
  
  B. Occupancy for the Quarter has: Increased ____ Decreased_____ 
                                    Remained the Same _____
                                          
  
  C. Number of:  Move-Ins ______   Move-Outs __________   % of Occupancy ______
                                                   
                                                   
  D. Average length of tenant residency:   1-6 months ______   6-12 months ______
                                                                       
                                           1-3 years  ______   Over 4 years_____
                                                                         
  E. Number of Basic rent qualified applicants on waiting list:  ________
        
  F. If the  apartments  are less than 90% occupied,  please  explain why and
  describe what efforts are being made to lease-up remaining units.
  
   ___________________________________________________________________________
  
  G. On site manager:   Full Time__________  Part Time____________.
  
     If part-time, the number of hours per week_____________.
  
                                        G-1
  OPERATIONAL INFORMATION
  
                  Rent Schedule and Increases from Previous Quarter
  
                               
                         Number     Monthly Rent         Rent Increases  Effective
                         of Units   Basic / Market    Amount    Percent    Date
                         
  
  1 Bedroom              ________   ______________    _________________  ________
  
  2 Bedroom              ________   ______________    _________________  ________
  
  3 Bedroom              ________   ______________    _________________  ________
  
                                PROPOSED MAINTENANCE
  
                                         Completed        Funded by
     Type                Description        or            Operations or    Amount
                                          Planned         Reserves
  ------------------------------------------------------------------------------
  Interior Painting
  ------------------------------------------------------------------------------
  Exterior Painting
  ------------------------------------------------------------------------------
  Siding
  ------------------------------------------------------------------------------
  Roofing
  ------------------------------------------------------------------------------
  Drainage
  ------------------------------------------------------------------------------
  Paving
  ------------------------------------------------------------------------------
  Landscaping
  ------------------------------------------------------------------------------
  Playground
  ------------------------------------------------------------------------------
  Community Room
  ------------------------------------------------------------------------------
  Laundry Room
  ------------------------------------------------------------------------------
  Common Areas
  ------------------------------------------------------------------------------
  Carpet
  ------------------------------------------------------------------------------
  Appliances
  ------------------------------------------------------------------------------
  Lighting
  ------------------------------------------------------------------------------
  Other
  ------------------------------------------------------------------------------
  
  ------------------------------------------------------------------------------
  
  Please describe in detail any major repairs:
  
  ------------------------------------------------------------------------------
  
  ------------------------------------------------------------------------------
  
  ------------------------------------------------------------------------------
  
                                        G-2
  CONDITION OF PROPERTY
  
  THE OVERALL APPEARANCE OF THE BUILDING(S) IS:
  
  Excellent                  Good                     Fair                Bad
                         
  
  THE OVERALL APPEARANCE OF THE GROUNDS IS:
  
  Excellent                  Good                     Fair                 Bad
                         
  
  EXTERIOR CONDITION (Please Check Appropriate Box)
  ------------------------------------------------------------------------------
  Type of Condition        Excellent       Good          Fair    Problems/Comments
  ------------------------------------------------------------------------------
  Signage
  -------------------------------------------------------------------------------
  Parking Lots
  -------------------------------------------------------------------------------
  Office/Storage
  -------------------------------------------------------------------------------
  Equipment
  -------------------------------------------------------------------------------
  Community Building
  -------------------------------------------------------------------------------
  Laundry Room
  -------------------------------------------------------------------------------
  Benches/Playground
  -------------------------------------------------------------------------------
  Lawns, Plantings
  -------------------------------------------------------------------------------
  Drainage, Erosion
  -------------------------------------------------------------------------------
  Carports
  -------------------------------------------------------------------------------
  Fences
  -------------------------------------------------------------------------------
  Walks/Steps/Guardrails
  -------------------------------------------------------------------------------
  Lighting
  -------------------------------------------------------------------------------
  Painting
  -------------------------------------------------------------------------------
  Walls/Foundation
  -------------------------------------------------------------------------------
  Roof/Flashing/Vents
  -------------------------------------------------------------------------------
  Gutters/Splashblocks
  -------------------------------------------------------------------------------
  Balconies/Patios
  -------------------------------------------------------------------------------
  Doors Windows/Screens
  -------------------------------------------------------------------------------
  Elevators
  -------------------------------------------------------------------------------
  
  INTERIOR CONDITION
  -------------------------------------------------------------------------------
  Stairs
  -------------------------------------------------------------------------------
  Flooring
  -------------------------------------------------------------------------------
  Doors/Cabinets/Hardware
  -------------------------------------------------------------------------------
  Drapes/Blinds
  -------------------------------------------------------------------------------
  Interior Painting
  -------------------------------------------------------------------------------
  Refrig/Stoves/Sinks
  -------------------------------------------------------------------------------
  Bathroom/Tubs/Showers
      Toilets
  -------------------------------------------------------------------------------
  
                                        G-3
  FINANCIAL STATUS
  
  A.     Replacement Reserve is:   Fully-funded     Under-funded      Amount
         (complete attached schedule)
         Tax/Insurance Escrow is:  Fully-funded     Under-funded      Amount
         (complete attached schedule)
         Property is operating at a:    Surplus       Deficit         Amount
                               
         If deficit, General Partner funding?        Yes        No      Amount
                                                              
         Mortgage Payments are:   On Schedule        Delinquent        Amount
                                                
         Are the taxes current?          Yes                                No
         (please provide copy of paid tax bill)
         Is the insurance current?       Yes             No          Renewal Date
         (please provide copy of yearly renewal)
  B.     Please note and explain any significant changes in the following:
  
         
         Administrative Expense   Increase        Decrease            Amount
                                                          
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
         Repairs/Maintenance Expense      Increase    Decrease         Amount
         
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
         Utility Expense        Increase          Decrease             Amount
                              
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
         Taxes/Insurance Expense    Increase       Decrease            Amount
                                                               
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
                                                               
  C.     Do you anticipate making a return to owner distribution?   Yes      No
                                                                            
  
         Explanation:
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
  D.     Please explain in detail any change in the financial condition:
  
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  E.     Any insurance claims files?  Yes______   No______
         If yes, please explain:
         ------------------------------------------------------------------------
  
         ------------------------------------------------------------------------
  
                                        G-4
  SCHEDULE OF RESERVES
  
                              Replacement    Tax & Insurance    Other      Total
  
  Beginning Balance:
                              
  Deposits:
  
         ----------         -----------       ----------       -------    -------
  
         ----------         -----------       ----------       -------    -------
  
         ----------         -----------       ----------       -------    -------
  
  Total Deposits
                            -----------       ----------       -------    -------
  Authorized Disbursements:
         Description:
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
         ---------         -----------        ----------       -------    -------
  
  Total Disbursements:     -----------        ----------       --------    ------
  
  Ending Balance: (1)      -----------        ----------       --------    ------
  
  Required Balance:        -----------        ----------       --------    ------
  
  Over/under funding:      -----------        ----------       --------    ------
  
  (1) Must agree with amount shown on the balance sheet.
  
  Prepared By:                                                Date:
  -------------------------------------------------------------------------------
  Firm:                                                       Telephone:
  -------------------------------------------------------------------------------
  
  Reminder: Please include the following documents:
  
                1. Completed Report of Operations
                2. Balance Sheet
                3. Statement of Income & Expenses
                4. Rent roll for quarter ending
                5. Tax Credit Compliance Report
  
                                        G-5
  INITIAL TENANT CERTIFICATIONS
                                   PARTNERSHIP NAME
  
  Fund:          Tax Credit Set-Asides Information:  Loan/Regulatory Set-Asides:
  Property Name: [ ] 20/50 or [  ] 40/60 Election
  Address:       Does the 51% average apply? [  ] Y [  ] N
                 Deeper Set-Aside __% @ 50% AMI
  
  County:
                                 Management Company
  [ ] Multi-Family                                    Contact Person:
  [ ] Elderly
  
    24 Number of Units                                Phone #
  
       Number of Exempt
       Units
  LIHTC Project#
  
  -----------------------------------------------------------------------------
                                                                  Gross   Move-In
  Unit  First Time   Move-In  No. of                      No. in Income   Income
  No.   Tenant Name  Date     Bdrms  Sq. Ft.   Set-Aside  Unit   Move-In  Limits
  -------------------------------------------------------------------------------
        BIN #        Certificate of Occupancy Date:
  -----------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
       BIN #          Certificate of Occupancy Date:
  -------------------------------------------------------------------------------
  
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       BIN #           Certificate of Occupancy Date:
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
                                        G-6 (a)
  INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
  Tenant                                                            Tenant
  Income       Income         Asset      Unit   Rent      Tenant    Utility
  Qualified Verification  Verification   Rent   Subsidy   Payment   Allowance
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
                                     G-6(b)
  INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
       Tenant                   Tenant            Overall
  Gross     Maximum             Rent              Tenant
  Rent      Rent                Qualified         Eligible
  
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
                                YES               YES
  -------------------------------------------------------------------------------
  
                                  G-6(c)
  QUARTERLY TAX CREDIT COMPLIANCE REPORT
                                    PROPERTY NAME
  
  Quarter Ending: Tax Credit Set-Asides Information:  Loan/Regulatory Set-Asides:
                  [  ] 20/50 or [  ] 40/60 Election
                  Does the 51% average apply? [  ] Y [  ] N
                  Deeper Set-Aside : ( List Details)
  
  County:    Allocation:                                 Management Company:
  
             Pre-1990 (Rent based on number of persons)  Contact Person:
             Elected to change No. Bedrm
             Post-1989 (Based on number of Bedroom)
  
  [  ] Multi-Family  [  ] Elderly                         Phone No.
  
        Number of Units
        Number of Exempt Units                            Fax No.
                                                          Prepared by:
  
  LIHTC Project#
  -----------------------------------------------------------------------------
                                                            Gross    Annual
  Unit   Tenant    Move-In   No. Of   Inc.   Set-  No. In   Annual   Income
  No.    Name      Date      Bdrms    Pct.  Aside  Unit     Income   Limits
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
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  -------------------------------------------------------------------------------
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  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
                                        G-7 (a)
  QUARTERLY TAX CREDIT COMPLIANCE REPORT
                                    PROPERTY NAME
  (CONTINUED)
  
  Annual  Tenant                                   Less
  Recert.  Income      Income     Assets   Unit    Rent     Tenant
  Date   Qualified   Verified   Verified   Rent  Subsidy   Payment
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  Tenant              Tenant     Overall
  Utility   Gross   Maximum    Rent       Tenat
  Allow.    Rent    Rent    Qualified    Eligible
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
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  -------------------------------------------------------------------------------
  
                                    G-7(b)
  Tenant Tax Credit Compliance Audit
                           Document Transmittal Checklist
  
  Unit Number          Property Name                                   Date
  
  Tenant Name                                               Completed By:
  
  Initial  _________        Annual________
    Check Box for Type of Certification         Management Company
                                                   This Section For WNC Use Only
  Check Documents Being Sent
                                                            Received.  Reviewed
  ___Internal Checklist or worksheet
  ___Initial - Rental Application/Rental Agreement
  ___Initial - Questionnaire of Income/Assets
  ___Recertification   -  Questionnaire  of  Income/Assets   
  ___Recertification  -   Addendum  to  Lease   
  ___Employment Verification   
  ___Employment Termination Verification  
  ___Military  Verification   
  ___Verification  of  Welfare  Benefits
  ___Verification of Social Security Benefits
  ___Verification   of   Disability    Benefits    
  ___Unemployment    Verification
  ___Verification   of   Unemployment   Compensation    
  ___Verification   Worksmen Compensation  
  ___Retirement/Annuities  Verification  
  ___Verification of Veterans Pension  
  ___Verification  of Child Support  
  ___Verification  of Alimony  Support
  ___Disposed  of  Assets  Last  2 yrs.  
  ___Real  Estate  
  ___Investment  
  ___Assets Verifications  (savings,  stocks etc.) 
  ___Trusts/with Current Tax Return 
  ___Lump Sum Settlements  
  ___Notarized Affidavit of Support  
  ___Certification of Handicap
  ___Notarized  Self-Employed-Tax  Return  
  ___Notarized  statement  of  no  income
  ___Tenant Certification
  ------------------------------------------------------------------------------
                                     This Section For WNC Use Only
  
           YES  NO
                       Are all required forms completed?
                       Are all required forms dated?
                       Did the Manager and Tenant sign all documents?
                       Third party verification of income completed?
                       Third party verification of assets completed?
                       Are verifications completed for all members 18 yrs. and
                       over?
                       Did all the members of the household 18 yrs. and
                       over sign all documents?
                       Is  lease  completed  with a  minimum  of six  months/  SRO
                       monthly?
                       Addendum completed?
                       Tenant Certification completed?
                       Are all members of the household full-time students?
                       Is utility allowance correct?
                       Is correct income limit being used?
                       Is correct rent limit being used?
  
                         For tenants with no income
  
                       Was  notarized  statement  of no income  obtained  with tax
                       return?
                       or Were all sources verified (AFDC, Unemployment,
                          Soc. Sec., Disability)?
  
                                        G-8
  TAX CREDIT COMPLIANCE MONITORING:
                                ANNUAL CERTIFICATION
  
       As General Partner of MESA VERDE APARTMENTS,  LIMITED PARTNERSHIP, I hereby
  certify as to the following:
  
       1. MESA VERDE APARTMENTS,  LIMITED PARTNERSHIP owns a one hundred forty-two
  (142) unit project ("Project") in Roswell, Chaves County, New Mexico.
  
       2. An annual income certification (including supporting  documentation) has
  been  received  from each tenant.  The income  certification  reflects  that the
  tenant's income meets the income  limitation  applicable to the Project pursuant
  to Section 42(g)(1) of the Internal Revenue Code ("Code").
  
       3. The Project  satisfies the  requirements  of the applicable  minimum set
  aside test as defined in Section 42(g)(1) of the Code.
  
       4. Each unit  within the Project is rent  restricted  as defined in Section
  42(g)(2)of the Code.
  
       5. Each unit in the Project is available for use by the general  public and
  not for use on a transient basis.
  
       6. Each  building in the Project is suitable for  occupancy  in  accordance
  with local health, safety, and building codes.
  
       7.  During the  preceding  calendar  year,  there had been no change in the
  eligible  basis,  as defined in Section 42(d)of the Code, of any building within
  the Project.
  
       8.  All  common  area  facilities  included  in the  eligible  basis of the
  Apartment  Complex are provided to the tenants on a comparable  basis  without a
  separate fee to any tenant in the Project.
  
       9. During the  preceding  calendar  year when a unit in the Project  became
  vacant reasonable  attempts were made to rent that unit to tenants whose incomes
  met the income limitation applicable to the Project pursuant to Section 42(g)(1)
  of the Code and while  that unit was  vacant no units of  comparable  or smaller
  size were  rented to tenants  whose  income  did not meet the income  limitation
  applicable to the Project pursuant to Section 42(g)(1) of the Code.
  
       10. If the income of a tenant in a unit  increased  above the limit allowed
  in Section 42  (g)(2)(D)(ii),  then the next  available  unit of  comparable  or
  smaller  size was  rented to tenants  whose  incomes  met the income  limitation
  applicable to the Project pursuant to Section 42(g)(1) of the Code.
  
       IN VERIFICATION OF THE FOREGOING  ENCLOSED HEREWITH IS A COPY OF THE ANNUAL
  INCOME  CERTIFICATION  RECEIVED FROM EACH TENANT IN THE PROJECT.  UPON REQUEST I
  WILL PROVIDE  COPIES OF ALL  DOCUMENTATION  RECEIVED  FROM THE TENANT TO SUPPORT
  THAT CERTIFICATION.
  
       I declare under penalty of perjury under the law of the State of New Mexico
  that the foregoing is true and correct.
  
       Executed this _____ day of ____________ at , _____________________, _____.
  
  ______________________________________
  
                                        G-9
  Calculation of Debt Service Coverage
  
                                        Month 1       Month 2        Month 3
                                      ------------  ------------   ------------
  
            INCOME
      
      Gross Potential Rent
      Other Income
      Vacancy      Loss               ____________  ____________   ____________
      Adjusted Gross Income           ____________  ____________   ____________
                                      
  
            OPERATING EXPENSES
  
      Utilities
      Maintenance
      Management Fee
      Administration
      Insurance
      Real Estate Taxes
      Other Expenses                  ____________  ____________   ____________
      Total Operating Expenses        ____________  ____________   ____________
                                                        
      Net Operating Income (1)
      Accrual adjustments for:
               R/E Taxes
               Insurance
               Tax/ Accounting
               Other
       Replacement Reserves           ____________  ____________   ____________
  
                                                                 
       Income for DSC Calculation     ============  ============   ============
                                                                
       Stabilized Debt Service        ____________  ____________   ____________
   
       Debt Service Coverage (2)      ____________  ____________   ____________
  
       Please submit this form along with the following supporting documentation:
  
       Monthly Financial Reports (income statement,  balance sheet, general ledger
            and rent rolls) 
       Operating Budget 
       Copies of bank statements.
  
       (1) This number should reconcile easily with the monthly financial 
       statements.
  
       (2) The ratio between the Income for DSC calculation and Stabilized Debt 
       Service.  As example, a 1.15 DSC means that for every $1.00 of Stabilized 
       Debt Service required to be paid there must be $1.15 of Net Operating 
       Income available.
  
                                        G-10