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):     April 10, 1997
  
  
                   WNC HOUSING  TAX CREDIT  FUND V, L.P.,  SERIES 3 
               (Exact name of registrant as specified in its charter)
  
  
        California                        0-21895                 33-6163848
  (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 3 ("SERIES 3") has acquired
  a Local Limited Partnership Interest in Broadway Apartments, Limited Partnership
  ("BROADWAY"  or the "Local  Limited  Partnership").  BROADWAY  owns The Broadway
  Apartments (the "Apartment Complex") in Hobbs, New Mexico.
  
           The  following  tables  contain  information  concerning  the Apartment
  Complex and the Local Limited Partnership identified herein:
  
  <TABLE>
  
                                                                                                            LOCAL
                                                                                                            LIMITED        YEAR
                                       ESTIMATED                                                PERMANENT   PARTNERSHIP'S  CREDITS
              PROJECT                  CONSTRUC-    ESTIMATED                                   MORTGAGE    ANTICIPATED    TO BE
  LOCAL       NAME AND                 TION         DEVELOPMENT COST   NUMBER OF     BASIC      LOAN        AGGREGATE      FIRST
  LIMITED     NUMBER OF   LOCATION OF  COMPLETION   (INCLUDING         APARTMENT     MONTHLY    PRINCIPAL   TAX CREDITS    AVAIL-
  PARTNERSHIP BUILDINGS   PROPERTY     DATE         LAND COST)         UNITS         RENTS      AMOUNT      (1)            ABLE
  
  
  <S>                                                <C>                <C>           <C>        <C>          <C>           <C> 
  BROADWAY     The         Hobbs (Lea   November     $3,586,000         30 1BR        $255-$314  $1,256,000   $3,613,990    1998
               Broadway    County),     1997                            units         $304-$375  BOA(1)
               Apartments  New Mexico                                   16 2BR units  $348-$430
                                                                        32 3BR units
               5
               buildings
  
  
  
  
  <FN>
  (1)      Low Income Housing Credits are available over a 10-year period. For the
           year in which the credit first becomes available, SERIES 3 will receive
           only that  percentage  of the annual  credit which  corresponds  to the
           number of months  during  which  SERIES 3 was a limited  partner of the
           Local Limited  Partnership,  and during which the Apartment Complex was
           completed and in service.
  
  (2)      Bank of America ("BOA") will provide the mortgage loan for a term of 15
           years at an annual interest rate equal to the 15-year FHLB-CIP plus 225
           basis points.  Principal and interest will be payable annually based on
           a 30-year amortization  schedule.  Outstanding principal will be due on
           maturity.
  </FN>
  </TABLE>
  
  Hobbs  (population  30,000)  is in the  southeastern  corner  of New  Mexico  on
  Interstate Highway 62/180 near the Texas border.
  
  <TABLE>
  
  
                                                                                 SHARING                      ESTIMATED
                                                                                 RATIOS:         SERIES's     ACQUISITION
                                                                                 ALLOCATIONS     3            FEES PAYABLE
  LOCAL           LOCAL                                             SHARING      (4) AND         CAPITAL      TO FUND
  LIMITED         GENERAL            PROPERTY        DEVELOPMENT    RATIOS:      SALE OR         CONTRIBUTION MANAGER
  PARTNERSHIP     PARTNER            MANAGER (1)     FEE (2)        CASH   FLOW  REFINANCING     (6)
                                                                    (3)          PROCEEDS (5)
  
  <S>                                                <C>                         <C>             <C>          <C>     
  BROADWAY        Trianon -          Trianon         $439,652       WNC:         99/1            $2,003,595   $200,000
                  Broadway, LLC      Development                    Greater      50/50
                                     Corporation                    of 15% or
                                                                    $5,000
                                                                    LGP:
                                                                    $5,000
                                                                    plus 40% of
                                                                    the balance
                                                                    The
                                                                    balance:
                                                                    50/50
  
  
  
  <FN>
  (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
  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 contributions made by SERIES 3.
  
  ee/work/134.edg                                       2
  <PAGE>
  
  (3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
  distributed  to SERIES 3 ("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 3 and the
  Local General Partner.
  
  (5) Reflects the percentage  interests of SERIES 3 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  contributions  of SERIES 3; and the capital  contribution  of the Local
  General Partner.
  
  (6)  SERIES  3  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.
  </FN>
  </TABLE>
  
  
  
  
                                         3
  <PAGE>
  
  
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
  
                    Proforma   Financial    Information   will   be   filed   upon
  availability.
  
           c.       Exhibits
  
                    10.1     Amended and Restated Agreement of Limited  
                             Partnership of Broadway  Apartments,  Limited
                             Partnership
  
  
                                         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 3
  
  Date:  April 21, 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 
                    Broadway Apartments, Limited Partnership
  
  
                                         6
  <PAGE>
  
  
  
  
  
                                AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                      BROADWAY 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     "Managing General Partner"......................   10
           1.42     "Minimum Set-Aside Test"........................   10
           1.43     "Mortgage" or "Mortgage Loan"...................   10
           1.44     "Mortgage Note".................................   10
  
                                         i
  <PAGE>
  
           1.45     "Nonrecourse Deductions"........................   10
           1.46     "Nonrecourse Liability".........................   10
           1.47     "Operating Deficit" ............................   10
           1.48     "Operating Deficit Guarantee Period"............   11
           1.49     "Operating Loans"...............................   11
           1.50     "Original Limited Partner" .....................   11
           1.51     "Partner(s)" ...................................   11
           1.52     "Partner Nonrecourse Debt" .....................   11
           1.53     "Partner Nonrecourse Debt Minimum Gain" ........   11
           1.54     "Partner Nonrecourse Deductions" ...............   11
           1.55     "Partnership" ..................................   11
           1.56     "Partnership Minimum Gain" .....................   11
           1.57     "Permanent Mortgage Commencement" ..............   11
           1.58     "Person" .......................................   12
           1.59     "Project" ......................................   12
           1.60     "Project Documents" ............................   12
           1.61     "Projected Annual Tax Credits" .................   12
           1.62     "Projected Tax Credits" ........................   12
           1.63     "Qualified Tenants" ............................   12
           1.64     "Reference Rate"................................   12
           1.65     "Rent Restriction Test" ........................   12
           1.66     "Reporting Fee".................................   12
           1.67     "Revised Projected Tax Credits".................   12
           1.68     "Sale or Refinancing"...........................   13
           1.69     "Sale or Refinancing Proceeds" .................   13
           1.70     "State" ........................................   13
           1.71     "State Tax Credit Agency" ......................   13
           1.72     "Substitute Limited Partner" ...................   13
           1.73     "Tax Credit" ...................................   13
           1.74     "Tax Credit Conditions".........................   13
           1.75     "TRA 1986" .....................................   13
           1.76     "Treasury Regulations" .........................   13
           1.77 "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
  
  
                                         ii
  <PAGE>
  
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............       16
  
           7.1      Original Limited Partner........................   16
           7.2      Capital Contribution of Limited Partner.........   17
           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
  
  <PAGE>
  
           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
  
  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
  
                                         iv
  <PAGE>
  
           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
           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
                      BROADWAY 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-BROADWAY,  LLC, a New Mexico  Limited  Liability  Company as the general
  partner (the "General Partner and WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3,
  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  BROADWAY  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 November 30, 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
  and filed with the New Mexico Secretary of State on April 1, 1996
  
           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.
  
           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:
  
                                         1
  <PAGE>
  
                                      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 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
  
  
                                         2
  <PAGE>
  
  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
  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.
  
                                         3
  <PAGE>
  
           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 seventy-eight (78) 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 $2,695,996,  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 $1,698,355 at an
  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 14 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.
  
  
  
                                         4
  <PAGE>
  
       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.
  
           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.
  
  
  
                                         5
  <PAGE>
  
           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-BROADWAY,  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;
  
           (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
  
  
                                         6
  <PAGE>
  
  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.
  
           Section  1.30  "Improvements"  shall mean the  seventy-eight  (78) 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.
  
  
  
                                         7
  <PAGE>
  
       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.
  
           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
  
  
                                         8
  <PAGE>
  
  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  $2,000,000;  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.
  
           Section 1.38 "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND
  V, L.P., SERIES 3, 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
  
  
                                         9
  <PAGE>
  
  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 50% 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 $1,256,000,  plus interest on
  the principal based on a 15-year  FHLB-CIP 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 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).
  
  
  
                                         10
  <PAGE>
  
           Section 1.47 "Operating Deficit Guarantee Period" shall mean the period
  commencing  with the date of this  Agreement  and ending  five  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.
  
           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 3.9
  acres of land in Hobbs,  Lea County,  New  Mexico,  as more fully  described  in
  Exhibit "A" attached hereto and incorporated  herein by this reference,  and the
  Improvements.
  
  
  
                                         11
  <PAGE>
  
           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 $357,785  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  $3,613,990  to be available  to the  Partnership;
  provided,  however,  that if the Actual Tax Credit for 1998 is greater  (or less
  than) $357,785, 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 $357,785.
  
       Section  1.61  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $3,613,990. 
  
           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
  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."
  
  
  
                                         12
  <PAGE>
  
           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
  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.
  
  
                                         13
  <PAGE>
  
                                     ARTICLE II
  
                                        NAME
  
       The  name  of  the  Partnership  shall  be  "BROADWAY  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, 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 1, 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
  
  
                                         15
  <PAGE>
  
  Cash Flow From  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 $2,003,595, as may be
  
  
                                         16
  <PAGE>
  
  adjusted in accordance with Section 7.4 of this Agreement,  in cash on the dates
  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  Contribution  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
  
  
                                         17
  <PAGE>
  
  and 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) $1,120,815 shall be payable upon admittance of the Limited Partner into
  the Partnership, provided the conditions of Section 7.2(a) have been met;
  
                    (2)  $279,075   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)  $303,705   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) $100,000 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)  $150,000  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
  Project's  eligible  basis  and the  amount  of the Tax  Credits  to  which  the
  
  
                                         18
  <PAGE>
  
  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) $50,000  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 April 30,
  1998;
  
       (d) obtain Permanent  Mortgage  Commencement by June 30, 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  56% 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
  
  
                                         19
  <PAGE>
  
  in which the Project is placed in service,  the Actual Tax Credit for any fiscal
  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,
  
  
                                         20
  <PAGE>
  
  then, in addition to any other payments to which the Limited Partner is entitled
  under 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.
  
  
  
                                         21
  <PAGE>
  
           Section 8.2 Other Reserves.  The General Partner shall establish out of
  funds  available to the  Partnership  a reserve  account  sufficient in its sole
  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  $439,652.  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 $2,003,595 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,
  
  
                                         22
  <PAGE>
  
  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
  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
  
  
                                         24
  <PAGE>
  
  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
  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.
  
                                         25
  <PAGE>
  
       Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
           (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;
  
  
  
                                         26
  <PAGE>
  
       (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
       (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.
  
  
  
                                         27
  <PAGE>
  
  
       Section 9.7 Duties of the General Partner.  The General Partner agrees that
  it shall at all times:
  
       (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;
  
  
  
                                         28
  <PAGE>
  
       (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
  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
  
  
                                         29
  <PAGE>
  
  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,
  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.
  
  
  
                                         30
  <PAGE>
  
           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
  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.
  
  
  
                                         31
  <PAGE>
  
           (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 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
  
  
                                         32
  <PAGE>
  
  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 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
  
  
                                         33
  <PAGE>
  
  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.
  
           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:
  
  
                                         34
  <PAGE>
  
  
           (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  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.
  
  
  
                                         35
  <PAGE>
  
       Section 10.3 Special  Allocations.  The following special allocations shall
  be made in the following order:
  
           (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
  
  
                                         36
  <PAGE>
  
  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.
  
           (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:
  
  
  
                                         37
  <PAGE>
  
                    (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.
  
           (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
  
  
                                         38
  <PAGE>
  
  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 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
  
  
                                         39
  <PAGE>
  
  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%.
  
       (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.
  
  
  
                                         40
  <PAGE>
  
           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  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;
  
  
  
                                         41
  <PAGE>
  
       (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.
  
       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
  
  
                                         42
  <PAGE>
  
  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
  
       (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.
  
  
  
                                         43
  <PAGE>
  
           (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
  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
  
  
                                         45
  <PAGE>
  
  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
  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.
  
  
  
                                         46
  <PAGE>
  
           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 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
  
  
                                         47
  <PAGE>
  
  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 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.
  
  
  
                                         48
  <PAGE>
  
           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
  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
  
                                         49
  <PAGE>
  
       (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
  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.
  
  
  
                                         50
  <PAGE>
  
  
       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 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
  
  
                                         51
  <PAGE>
  
  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;
  
           (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.
  
  
  
                                         52
  <PAGE>
  
           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.  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
  
  
                                         53
  <PAGE>
  
  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
  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:
  
  
  
                                         54
  <PAGE>
  
                    (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.
  
           (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.
  
  
  
                                         55
  <PAGE>
  
  
       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.
  
           (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:
  
                                         56
  <PAGE>
  
       (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.
  
           (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.
  
  
                                         57
  <PAGE>
  
  
  
           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-BROADWAY, LLC, a New Mexico
                                      Limited Liability Company  
                                      4695 MacArthur Court, Suite 830,
                                      Newport Beach, California   92660
  
           To the Limited Partner:    WNC HOUSING TAX CREDIT FUND V, L.P., 
                                      SERIES 3
                                      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.
  
           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.
  
  
  
                                         58
  <PAGE>
  
       (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 of New Mexico.  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
  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.
  
  
  
                                         59
  <PAGE>
  
  
           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.
  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.
  
  
  
                                         60
  <PAGE>
  
  
           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 Partner to the extent of the amount of such obligation.
  
  
  
                                         61
  <PAGE>
  
  
  
           IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership of BROADWAY APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited
  partnership, is made and entered into as of the 10th day of April, 1997.
  
                                      GENERAL PARTNER
  
                                      TRIANON-BROADWAY, 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 the next page...
  
                                         62
  <PAGE>
  
  
                                      LIMITED PARTNER
  
                                      WNC HOUSING TAX CREDIT FUND V, L.P., 
                                      SERIES 3, a California limited partnership
  
                                      By:     WNC & ASSOCIATES, INC.,
                                              a California corporation
                                              General Partner
  
  
                                              By:      /s/ John B. Lester, Jr.
                                                       John B. Lester, Jr.,
                                                       President
  
  
  
                                         63
  <PAGE>
  
  
                         EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  A tract of land located in the Northeast  Quarter of the Southwest Quarter (NE/4
  SW/4) of Section 35, Township 18 South, Range 38 East, N.M.P.M., Lea County, New
  Mexico described as:
  
       Beginning  at a 1-1/4" axle at the  Northwest  corner of this tract,  which
  lies East  1320.0  feet and  South,  361.5 feet from the West 1/4 corner of said
  Section 35;  thence S 89 degrees 38' 50" East 298.63 feet to a 1/2" rebar,  said
  point also being the  Northwest  corner of that certain  tract of land deeded to
  Gopalbhai B. Desai,  et al, by deed dated August 18, 1992,  and recorded in Book
  485 Page 307 Deed Records,  Lea County, New Mexico;  thence S 00 degrees 08' 02"
  West,  along most  Westerly  line of said Desai,  et al,  tract,  a t 298.5 feet
  passing  the  Northwest  corner  of that  certain  tract of land  deeded to W.P.
  Wilkerson and Billie P. Wilkerson,  husband and wife, by deed dated December 14,
  1989, and recorded in Book 458, Page 451, Deed Records,  Lea County, New Mexico,
  and continuing  along the West line of said Wilkerson tract in all a distance of
  681.03  feet to a 1/2"  rebar with PVC cap marked  "King  6541",  a point on the
  North  line of  Broadway  Street,  and also being the  Southwest  corner of said
  Wilkerson tract;  thence S 81 degrees 46' 33" West, along the North line of said
  Broadway  Street,  150.58 feet to a 1/2" rebar with PVC cap marked  "King 6541",
  said point also being the Southeast  corner of that certain tract of land deeded
  to Creamland Dairies,  Inc., by deed dated October 2, 1989, and recorded in Book
  456, Page 696, Deed Records, Lea County, New Mexico;  thence N 0 degrees 00' 00"
  East, along the East line of said Creamland  tract,  278.12 feet to a 1/2" rebar
  with PVC cap marked "King 6541",  said point also being the Northeast  corner of
  said Creamland  tract;  thence N 89 degrees 53' 45" West along the North line of
  said Creamland  tract 149.87 feet to a spike nail, said point also being a point
  in the West line of the NE/4 SW/4 of said  Section  35;  thence N 00 degrees 15'
  02" East  along  the West line of said NE/4  SW/4,  426.02  feet to the point of
  beginning.
  
  
  
                                        A-1
  <PAGE>
  
                         EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3 
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      BROADWAY 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 3,
  a California limited partnership (the "Limited Partner") in BROADWAY 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 Hobbs, Lea County,
  New Mexico. The general partner(s) of the Partnership (is/are) TRIANON-BROADWAY,
  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>
  
  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
  
  
                                        B-2
  <PAGE>
  
  described  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) The nonprofit General Partner: (i) is described in paragraph (3) or
  (4) of  Section  501(c) and is exempt  from tax under  Section  501(a);  (ii) is
  determined  by the State Agency not to be  affiliated  with or  controlled  by a
  for-profit organization; and (iii) one of the exempt purposes of such non-profit
  General Partner includes the fostering of low income housing.
  
           (l) The  non-profit  General  Partner owns an interest in the Apartment
  Complex (directly or through a partnership) and materially  participates [within
  the meaning of Section 469(h)] in the development and operation of the Apartment
  Complex throughout the tax credit compliance period.
  
           (m) The  non-profit  General  Partner  satisfies the  requirements  and
  conditions  of California  Revenue and Taxation  Code Sections  214(g) and 214.8
  and, provided such  requirements and conditions are maintained,  the Partnership
  shall be  entitled  to a property  tax  exemption  within  the  meaning of those
  Sections.
  
           (n) 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.
  
  
  
                                        B-3
  <PAGE>
  
           (o) 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
  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
  BROADWAY APARTMENTS,  LIMITED PARTNERSHIP, a New Mexico limited partnership (the
  "Partnership");  TRIANON-BROADWAY,  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 3, 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
  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,
  
  
                                        C-1
  <PAGE>
  
  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.
  
  
  
                                        C-3
  <PAGE>
  
  
  
           IN WITNESS WHEREOF,  this Certificate and Agreement is made and entered
            into as of the day of , 1997.
  
  PARTNERSHIP
  
  BROADWAY APARTMENTS, LIMITED PARTNERSHIP
  
  TRIANON-BROADWAY, LLC, a New Mexico Limited Liability Company, General Partner
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation, 
           Member
  
           By:      _________________________
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a Delaware non-profit 
           corporation, Member
  
           By:     __________________________
                   William W. Hirsch,
                   President
  
  GENERAL PARTNER
  
  TRIANON-BROADWAY, LLC, a New Mexico Limited Liability Company
  
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation, Member
  
           By:      _____________________
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a Delaware non-profit 
           corporation, Member
  
  
           By:      _________________________
                    William W. Hirsch,
                    President
  
  ORIGINAL LIMITED PARTNER
  
  TRIANON DEVELOPMENT CORPORATION, a California corporation
  
  By:      ________________________
           Lester G. Day,
           President
  
  
  
  
                                        C-4
  <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 3 ("Limited  Partner") by  TRIANON-BROADWAY,  LLC, a
  New  Mexico  Limited  Liability  Company  (the  General  Partner")  of  BROADWAY
  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 required,  and all applicable  governmental  entities,  as such
  
  
                                        D-1
  <PAGE>
  
  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
  been  located on or under the Project.  The General  Partner will not install or
  
  
                                        D-2
  <PAGE>
  
  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
  6.2 or 6.3 of this Partnership Agreement.
  
  
  
                                        D-3
  <PAGE>
  
           (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-BROADWAY, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
  
           By:      _______________________
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a Delaware non-profit  
           corporation, Member
  
           By:      _______________________
                    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
  BROADWAY APARTMENTS,  LIMITED PARTNERSHIP, a New Mexico limited partnership (the
  "Partnership"),  between  WNC  HOUSING  TAX  CREDIT  FUND V,  L.P.,  SERIES 3, a
  California  limited  partnership  ("Limited  Partner")  and the  Partnership  in
  connection  with the  construction  [rehabilitation]  of improvements on certain
  real property located in Hobbs, Lea 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 3 
  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 3 (the "Limited Partner") of a limited  partnership  interest in BROADWAY
  APARTMENTS,   LIMITED  PARTNERSHIP,   a  New  Mexico  limited  partnership  (the
  "Partnership") which owns a certain parcel of land located in Hobbs, Lea 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:
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  
  
                                        
  <PAGE>
  
  
  
                            INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
  Tenant                                                            Tenant
  Income       Income         Asset      Unit   Rent      Tenant    Utility
  Qualified Verification  Verification   Rent   Subsidy   Payment   Allowance
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  
                                     
  <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
                                 
  <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
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
                                       
  <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
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
                                        G-7
  <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>
  
  
                              DEVELOPMENT FEE AGREEMENT
  
           This DEVELOPMENT FEE AGREEMENT ("Agreement"), is entered into as of the
  date  written  below by and between  Lester G. Day  ("Developer")  and  BROADWAY
  APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited partnership  ("Owner").
  Developer  and  Owner  collectively  may  be  referred  to as the  "Parties"  or
  individually may be referred to as a "Party".
  
                                      RECITALS
  
           A. Owner has acquired the real property  located in Hobbs,  Lea County,
  New Mexico,  as more  particularly  described  in Exhibit A attached  hereto and
  incorporated herein (the "Real Property").
  
           B. Owner intends to develop on the Real Property a seventy-eight (78) 
  unit low-income rental housing complex and other related improvements,  which is
  intended to qualify for federal low-income housing tax credits (the "Project").
  
           C.  Prior  to the  date  of  this  Agreement  Developer  has  performed
  substantial  development  services  with  respect to the Project as specified in
  Section  2.3 of this  Agreement.  Developer  has  also  agreed  to  oversee  the
  development  of the Project  until all  construction  work is  completed  and to
  provide certain services relating thereto. The Parties recognize and acknowledge
  that the Developer is, and has been, an  independent  contractor in all services
  rendered to, and to be rendered to, the Owner pursuant to this  Development  Fee
  Agreement.
  
           D. Owner  desires to commit its  existing  development  agreement  with
  Developer into writing  through this  Development  Fee Agreement for Developer's
  services to manage, oversee, and complete development of the Project.  Developer
  desires to commit its  existing  development  agreement  with Owner into writing
  through this  Development  Fee  Agreement and Developer is willing to assign all
  development  rights to the Project to Owner,  to undertake  performance  of such
  development services,  and to fulfill all obligations of the Developer set forth
  in this  Agreement,  in  consideration  of  Owner's  restated  promise to pay to
  Developer the fee specified in this Agreement.
  
           NOW  THEREFORE,  in  consideration  of the  foregoing  recitals and the
  mutual  promises  and  undertakings  in this  Agreement,  and for other good and
  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
  acknowledged, Owner and Developer agree as follows:
  
  
                                         1
  <PAGE>
  
  
  
  
                                      SECTION I
                                 CERTAIN DEFINITIONS
  
           As used in this Agreement, the following terms shall, when capitalized,
  have the following meanings:
  
           "Code" means the Internal Revenue Code of 1986, as amended.
  
           "Construction Documents" means the contract documents between the Owner
  and the Construction Lender pertaining to construction of the Project.
  
           "Construction  Lender"  means Bank of America,  Federal  Savings  Bank,
  which has committed to make a loan to finance construction of the Project.
  
           "Construction  Loan"  means  the loan to  finance  construction  of the
  Project, made to Owner by the Construction Lender.
  
           "Contractor" means Crestline Building Corporation.
  
           "Department"   means  the  New  Mexico  agency   responsible   for  the
  reservation and allocation of Tax Credits.
  
           "Development Fee" means the fee for development  services  described in
  Section 2 of this Agreement.
  
           "Permanent  Loan Funding Date" means the date on which the loan between
  Owner and Bank of  America,  Federal  Savings  Bank is closed  and  funded;  all
  construction  costs are paid in full and the  Construction  Loan repaid in full;
  and the issuance of a certificate of occupancy by the governmental agency having
  jurisdiction over the Project.
  
           "Tax Credits" means the low-income housing tax credits found in Section
  42 of the Code, and all rules, regulations, rulings, notices and other 
  promulgations thereunder.
  
                                      SECTION 2
                       ENGAGEMENT OF DEVELOPER; FEE; SERVICES
  
           2.1 Engagement; Term. Owner hereby confirms the engagement of Developer
  to act as  developer of the Project,  and to perform the various  covenants  and
  obligations of the Developer under this Agreement. Developer hereby confirms and
  accepts such  engagement,  and agrees to perform fully and timely each and every
  one of its obligations  under this Agreement.  The term of such engagement shall
  commence on the date hereof and subject to the pre-payment provisions of Section
  3 shall expire on December 31, 2005.
  
           2.2 Development Fee. In  consideration of Developer's  prior activities
  and agreement to provide development  services during the term of this Agreement
  and the assignment of all  development  rights for the Project,  Owner agrees to
  pay the Developer a Development  Fee in the amount of $206,471.  The Development
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  In the
  
  
                                         2
  <PAGE>
  
  event the owner refinances the Real Property prior to the termination of this
  Agreement and the  Development Fee has not been paid in full, then any refinance
  proceeds in excess of repayment of the  Permanent  Loan and any and all fees and
  costs  associated  with the refinancing of the Real Property shall first be used
  by the Owner to pay any  outstanding  Development  Fee and  second to be used in
  accordance  with the Amended and Restated  Agreement of Limited  Partnership  of
  Broadway Apartments, Limited Partnership, a New Mexico limited partnership.
  
           2.3      Development Services.
  
       (a) Prior  Services.  Owner  acknowledges  that Developer has, prior to the
  date hereof, performed substantial development services relating to the Project.
  Such services (the "Prior Services") have included the following:
  
       (1) Services Rendered Prior to December 31, 1996.
  
       (A)  Developer  has located,  negotiated  and closed on the purchase of the
  Real Property.
  
       (B) Developer has made an application for Tax Credits to the Department.
  
       (C) Developer has  negotiated,  conferred and worked with the Department to
  obtain a reservation of Tax Credits for the Owner on the Project.
  
       (D) Developer has  negotiated,  conferred and worked with the Department to
  obtain an allocation of Tax Credits for the Owner on the Project.
  
       (E) Developer has negotiated and conferred with the environmental  engineer
  to provide a full environmental evaluation of the Real Property.
  
       (F) Developer has negotiated and conferred with a market analyst to provide
  a full market feasibility study of the Project.
  
       (G) Developer has negotiated,  conferred and caused the Owner to execute an
  architectural contract for the planning and design of the Project.
  
       (2) Other Prior Services.
  
       (A) Developer has created,  refined and analyzed the financial  projections
  for the Project.
  
       (B)  Developer  has  negotiated,  conferred,  and worked  with the  Project
  architects, engineers and Contractor with regard to preparation, refinement, and
  
  
                                         3
  <PAGE>
  
  finalization  of the plans and  specifications  for the Project,  and  projected
  construction schedules and costs.
  
       (C)  Developer  has applied for zoning  approvals,  land use  approvals and
  development permits necessary for the Project, and has conferred and worked with
  the City of Hobbs  planning and building  agencies with regard to such approvals
  and permits.
  
       (D) Developer has negotiated and conferred with the Construction  Lender to
  obtain the Construction Loan.
  
       (E) Developer has  negotiated  and conferred  with an insurance  carrier to
  provide a builder's risk policy during construction.
  
       (b) Future  Services.  Developer  hereby  agrees to perform  the  following
  development services for and as an agent of Owner:
  
                             (1)  Construction  and  Development  Matters.  
  Developer  shall oversee  construction  of the Project on Owner's  behalf,  as 
  provided in this Section 2.3(b)(1). Owner shall allow Developer full access to 
  the Project during the construction  period.  Developer and Developer's  agents 
  shall perform their work in a manner that minimizes  interference  with the 
  management and operation of the Project.
  
                                      (A)  Developer  shall exert its best efforts
  to ensure that the Contractor  performs its obligations  under the  Construction
  Documents in a diligent and timely manner.
  
                                      (B)  Developer  shall  participate  in and  
  provide  assistance  with regard to  pre-construction  conferences  and  pre-
  construction documents, including drawings, specifications, contracts, and 
  schedules.
  
                                      (C) Developer shall review all  Construction
  Documents,  identify  construction  issues and  participate in the resolution of
  such issues.
  
                                      (D)  Developer  shall  attend   construction
  progress  meetings  at the Project  site to monitor  construction  progress  and
  advise Owner and the Contractor with respect to the resolution of construction 
  issues.
  
                                      (E) Developer shall review the  Contractor's
  monthly pay applications.
  
                                      (F) Developer shall monitor the Contractor's
  progress  with  respect  to the  approved  Project  schedule  and keep the Owner
  
  
                                         4
  <PAGE>
  
  informed of all pertinent Project issues and construction progress.
  
                                      (G)   Developer   shall  advise  Owner  with
  respect  to  relations  with  engineers,   architects,  and  other  construction
  professionals.
  
                                      (H)   Developer   shall  be  available   for
  immediate response in critical situations arising during the construction of the
  Project.
  
                                      (I)  Developer  shall  coordinate  relations
  with the City of Hobbs and other governmental  authorities  having  jurisdiction
  over development of the Project.
  
                             (2)      Tax Credit  Matters.  From the date hereof 
  through the completion of  construction  of the Project,  the Developer  shall 
  provide the following services to owner with regard to the Tax Credits which 
  services do not constitute the rendering of legal or tax advice:
  
                                      (A) Developer  shall consult with and advise
  Owner concerning construction issues that could affect the amount of Tax Credits
  for which the Project is eligible.
  
                                      (B) Developer shall consult with and advise
  Owner with respect to the requirements of the Department as they relate to the
  construction and development of the Project.
  
                                      (C)  Developer  shall  monitor  construction
  progress with respect to the Project schedule agreed to with the Department,  if
  any.
  
                                      (D)  Developer shall coordinate and 
  participate in any conferences with the Department relating to the Project and 
  construction matters.
  
                    (c) Assignment of Development Rights. Developer hereby assigns
  to Owner all rights to the development of the Project, including but not limited
  to, all tangible and intangible rights arising with respect to the name BROADWAY
  APARTMENTS,  LIMITED  PARTNERSHIP,  the  design  of the  Project,  the plans and
  specifications  for the Project and all rights arising under the agreements with
  Project  architects,   engineers  and  other  Project  design  and  construction
  professionals.
  
  
                                         5
  <PAGE>
  
  
                                      SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1995.  The  Parties
  acknowledge  and agree that  Developer  has earned  the sum of  $__________  for
  services  rendered prior to December 31, 1995, that said amount is reasonable in
  relation to the work performed,  is fully earned as of that date and said amount
  shall be paid in any event  notwithstanding  the  termination of this Agreement.
  The  Parties  further  acknowledge  and agree  that the Owner  has  accrued  the
  Development Fee of $__________, under its method of accounting, and has reported
  the  Development  Fee  expense on its 1995  income  tax  return.  The  Developer
  represents  and warrants  that  Developer  has reported the  Development  Fee of
  $__________ on Developer's 1995 income tax return.
  
           3.2 Payment of Development  Fee. To the extent not previously paid, for
  Development  services  performed and to be performed under this  Agreement,  the
  Owner shall pay the Developer the  Development Fee on the Permanent Loan Funding
  Date. If the Development Fee is not paid in full upon the Permanent Loan Funding
  Date  then the  Development  Fee  shall be paid  from  available  Cash Flow From
  Operations  in  accordance  with the terms of Section  11.1 of the  Amended  and
  Restated  Agreement  of Limited  Partnership  for BROADWAY  APARTMENTS,  LIMITED
  PARTNERSHIP,  a New Mexico limited  partnership  (said agreement is incorporated
  herein by this reference) but in no event later than December 31, 2003.
  
                                      SECTION 4
                                     TERMINATION
  
           Neither Party to this Agreement  shall have the right to terminate this
  Agreement prior to the expiration of the term without cause. Owner may terminate
  this Agreement without further liability, for cause, which shall mean any one of
  the following:
  
                    (a) A material  breach by Developer of its  obligations  under
  this  Agreement  that is not cured within thirty (30) days after notice  thereof
  (or, as to any non-monetary  obligations that is not reasonably  capable of cure
  within 30 days, and provided that cure is commenced within 10 days of notice and
  diligently pursued thereafter to completion,  within such time as may reasonably
  be necessary to complete such cure);
  
                    (b)  A fraudulent or intentionally incorrect report by 
  Developer to Owner with respect to the Project; or
  
                    (c)  Any  intentional   misconduct  or  gross   negligence  by
  Developer with respect to its duties under this Contract.
  
                    Upon proper termination of this Agreement by Owner pursuant to
  this  Section 4, all rights of Developer to receive  unearned  Development  Fees
  pursuant to this  Agreement  with  respect to services not yet  performed  shall
  
  
                                         6
  <PAGE>
  
  terminate.  Developer shall receive the full  Development Fee for Prior Services
  and shall receive a portion of the  Development Fee for Future Services based on
  the  percentage  of  completion  of  construction  of the Project at the time of
  termination.  Nothing in this  Section 4 shall be deemed to  prevent  Owner from
  bringing an action against Developer to recover fully all damages resulting from
  any of the causes set forth in paragraphs  (a), (b) or (c) above,  or to prevent
  Owner from  contending in any action or proceeding that the Future Services were
  not earned by Developer.
  
                                      SECTION 5
                                 GENERAL PROVISIONS
  
           5.1  Notices.  Notices  required  or  permitted  to be given under this
  Agreement  shall be in writing sent by  registered  or certified  mail,  postage
  prepaid, return receipt requested, to the Parties at the following addresses, or
  such other  address  as is  designated  in  writing  by the  Party,  the date of
  registry thereof, or the date of certification receipt therefor being deemed the
  date  of  such  notice;  provided,   however,  that  any  written  communication
  containing such information  sent to a Party actually  received by a Party shall
  constitute notice for all purposes of this Agreement.
  
  If to Developer:           Lester G. Day
                             4695 MacArthur Court, Suite 830
                             Newport Beach, California  92660
  
  If to Owner:               BROADWAY APARTMENTS, LIMITED PARTNERSHIP
                             4695 MacArthur Court, Suite 830
                             Newport Beach, California 92660
  
  
           5.2  Interpretation.
  
                    (a)  Headings.  The  section  headings in this  Agreement  are
  included for convenience  only; they do not give full notice of the terms of any
  portion of this  Agreement  and are not  relevant to the  interpretation  of any
  provision of this Agreement.
  
                    (b) Relationship of the Parties. Neither Party hereto shall be
  deemed an agent,  partner,  joint  venturer,  or related  entity of the other by
  reason of this  Agreement and as such neither Party may enter into  contracts or
  agreements which bind the other Party.
  
                    (c)  Governing  Law.  The Parties  intend that this  Agreement
  shall be governed by and construed in  accordance  with the laws of the state of
  New Mexico  applicable to contracts made and wholly  performed within New Mexico
  by persons domiciled in New Mexico.
  
                                         7
  <PAGE>
  
                    (d)  Severability.  Any  provision of this  Agreement  that is
  deemed  invalid  or  unenforceable  shall be  ineffective  to the extent of such
  invalidity or  unenforceability,  without rendering invalid or unenforceable the
  remaining provisions of this Agreement.
  
           5.3  Integration;  Amendment.  This  Agreement  constitutes  the entire
  agreement of the Parties  relating to the subject  matter  hereof.  There are no
  promises,  terms,  conditions,  obligations,  or  warranties  other  than  those
  contained   herein.   This  Agreement   supersedes  all  prior   communications,
  representations, or agreements, verbal or written, among the Parties relating to
  the subject matter hereof. This Agreement may not be amended except in writing.
  
           5.4 Attorney'  Fees. If any suit or action arising out of or related to
  this  Agreement  is brought by any Party to any such  document,  the  prevailing
  Party  shall be  entitled  to  recover  the  costs and fees  (including  without
  limitation  reasonable  attorneys'  fees and costs of experts  and  consultants,
  copying, courier and telecommunication costs, and deposition costs and all other
  costs of  discovery)  incurred  by such Party in such suit or action,  including
  without limitation to any post-trial or appellate proceeding.
  
           5.5  Binding Effect.  This Agreement shall bind and inure to the 
  benefit of, and be enforceable  by, the Parties hereto and their  respective  
  successors, heirs, and permitted assigns.
  
           5.6  Assignment.  Neither Party may assign this  Agreement  without the
  consent of the other Party.  No assignment  shall relieve any Party of liability
  under this Agreement unless agreed in writing to the contrary.
  
           5.7  Third-Party Beneficiary Rights.  No person not a Party to this 
  Agreement is an intended  beneficiary of this Agreement,  and no person not a 
  Party to this Agreement shall have any right to enforce any term of this 
  Agreement.
  
           5.8  Counterparts.  This  Agreement  may be  executed  in any number of
  counterparts, all of which taken together shall constitute one agreement binding
  on all the Parties,  notwithstanding that all Parties are not signatories to the
  same counterpart.
  
           5.9 Further Assurances.  Each Party agrees, at the request of the other
  Party,  at any time and from time to time after the date hereof,  to execute and
  deliver  all  such  further  documents,  and to take and  forbear  from all such
  action, as may be reasonably  necessary or appropriate in order more effectively
  to perfect the transfers or rights  contemplated  herein or otherwise to confirm
  or carry out the provisions of this Agreement.
  
                                         8
  <PAGE>
  
           5.10  Mandatory  Arbitration.  Any person  enforcing this Agreement may
  require  that all  disputes,  claims,  counterclaims,  and  defenses  ("Claims")
  relating in any way to this Agreement or any transaction of which this Agreement
  is a part (the  "Transaction"),  be settled by binding arbitration in accordance
  with the Commercial  Arbitration Rules of the American  Arbitration  Association
  and Title 9 of the U.S.  Code.  All claims  will be subject to the  statutes  of
  limitation applicable if they were litigated.
  
           If arbitration  occurs,  one neutral  arbitrator will decide all issues
  unless either  Party's Claim is $100,000.00 or more, in which case three neutral
  arbitrators  will decide all issues.  All arbitrators  will be active New Mexico
  State Bar  members  in good  standing.  In  addition  to all other  powers,  the
  arbitrator(s)  shall  have  the  exclusive  right to  determine  all  issues  of
  arbitrability.  Judgment  on any  arbitration  award may be entered in any court
  with jurisdiction.
  
           If either  Party  institutes  any judicial  proceeding  relating to the
  Transaction,  such action shall not be a waiver of the right to submit any Claim
  to arbitration.  In addition,  both Parties have the right before,  during,  and
  after any arbitration to exercise any of the following remedies, in any order or
  concurrently:  (i)  setoff,  (ii)  self-help  repossession,  (iii)  judicial  or
  non-judicial  foreclosure  against real or personal  property  collateral,  (iv)
  provisional remedies, including injunction, appointment of receiver, attachment,
  claim and delivery, and replevin.
  
           This  arbitration  clause  cannot be modified or waived by either Party
  except in a writing that refers to this arbitration clause and is signed by both
  Parties.
  
  
                                         9
  <PAGE>
  
  
           IN WITNESS  WHEREOF,  the  Parties  have caused  this  Development  Fee
  Agreement to be executed as of ________________________, 1997.
  
  DEVELOPER:       TRIANON-BROADWAY, LLC, a New Mexico             
                   Limited Liability Company
  
                           By:      TRIANON DEVELOPMENT CORPORATION, a
                                    California corporation, Member
  
                                    By: ______________________________
                                        Lester G. Day,
                                        President
  
                           By:      FOUNDATION OF SOCIAL RESOURCES,
                                    INC., a Delaware non-profit
                                    corporation, Member
  
                                    By:  ______________________________
                                         William W. Hirsch,
                                         President
  
  OWNER:                              BROADWAY APARTMENTS, LIMITED PARTNERSHIP
  
                                      TRIANON DEVELOPMENT CORPORATION
  
  
                                       By:      _____________________________
                                                Lester G. Day,
                                                President
  
                                      FOUNDATION FOR SOCIAL RESOURCES, INC.
  
  
                                      By:      _____________________________
                                               William W. Hirsch,
                                               President
  
  
                                         10
  <PAGE>
  
                                      EXHIBIT A
  
                                  LEGAL DESCRIPTION
  
       A tract of land located in the Northeast  Quarter of the Southwest  Quarter
  (NE/4  SW/4) of Section  35,  Township 18 South,  Range 38 East,  N.M.P.M.,  Lea
  County, New Mexico described as:
  
       Beginning  at a 1-1/4" axel at the  Northwest  corner of this tract,  which
  lies East  1320.0  feet and  South,  361.5 feet from the West 1/4 corner of said
  Section 35;  thence S 89 degrees 38' 50" East 298.63 feet to a 1/2" rebar,  said
  point also being the  Northwest  corner of that certain  tract of land deeded to
  Gopalbhai B. Desai,  et al, by deed dated August 18, 1992,  and recorded in Book
  485 Page 307 Deed Records,  Lea County, New Mexico;  thence S 00 degrees 08' 02"
  West,  along most  Westerly  line of said Desai,  et al,  tract,  a t 298.5 feet
  passing  the  Northwest  corner  of that  certain  tract of land  deeded to W.P.
  Wilkerson and Billie P. Wilkerson,  husband and wife, by deed dated December 14,
  1989, and recorded in Book 458, Page 451, Deed Records,  Lea County, New Mexico,
  and continuing  along the West line of said Wilkerson tract in all a distance of
  681.03  feet to a 1/2"  rebar with PVC cap marked  "King  6541",  a point on the
  North  line of  Broadway  Street,  and also being the  Southwest  corner of said
  Wilkerson tract;  thence S 81 degrees 46' 33" West, along the North line of said
  Broadway  Street,  150.58 feet to a 1/2" rebar with PVC cap marked  "King 6541",
  said point also being the Southeast  corner of that certain tract of land deeded
  to Creamland Dairies,  Inc., by deed dated October 2, 1989, and recorded in Book
  456, Page 696, Deed Records, Lea County, New Mexico;  thence N 0 degrees 00' 00"
  East, along the East line of said Creamland  tract,  278.12 feet to a 1/2" rebar
  with PVC cap marked "King 6541",  said point also being the Northeast  corner of
  said Creamland  tract;  thence N 89 degrees 53' 45" West along the North line of
  said Creamland  tract 149.87 feet to a spike nail, said point also being a point
  in the West line of the NE/4 SW/4 of said  Section  35;  thence N 00 degrees 15'
  02" East  along  the West line of said NE/4  SW/4,  426.02  feet to the point of
  beginning.
  
  
  <PAGE>
  
                                  GUARANTY AGREEMENT
  
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged,  and in  consideration  of the  agreement  of Lester G. Day,  (the
  "Developer")  to permit  deferral of the $206,471 due from BROADWAY  APARTMENTS,
  LIMITED  PARTNERSHIP  a  New  Mexico  limited  partnership   ("Debtor")  to  the
  Developer,  the undersigned  Guarantor(s),  hereby unconditionally  guaranty the
  full and prompt payment when due,  whether by  acceleration or otherwise of that
  certain Developer Fee from Debtor to the Developer, evidenced by the Development
  Fee Agreement  dated the even date  herewith,  and  incorporated  herein by this
  reference.  The  foregoing  described  debt is  referred to  hereinafter  as the
  "Liabilities" or "Liability."
  
           The  undersigned  further agree to pay all expenses paid or incurred by
  the Developer in  endeavoring to collect the  Liabilities,  or any part thereof,
  and  in  enforcing  the  Liabilities  or  this  Guaranty  Agreement   (including
  reasonable  attorneys'  fees if  collected  or  enforced  by law or  through  an
  attorney-at-law).   The  undersigned  hereby  represent  and  warrant  that  the
  extension of credit or other financial accommodations by the Developer to Debtor
  will be to the interest and advantage of the  undersigned,  and acknowledge that
  this Guaranty  Agreement is a substantial  inducement to the Developer to extend
  credit to Debtor and that the  Developer  would not  otherwise  extend credit to
  Debtor.
  
           The Developer  may, from time to time,  without notice to or consent of
  the  undersigned,  (a) retain or obtain a security  interest in any  property to
  secure any of the Liabilities or any obligation hereunder,  (b) retain or obtain
  the primary or secondary  liability of any party or parties,  in addition to the
  undersigned, with respect to any of the Liabilities, (c) extend or renew for any
  period  (whether  or not longer  than the  original  period) or alter any of the
  Liabilities,  (d)  release  or  compromise  any  Liability  of  the  undersigned
  hereunder  or  any  Liability  of  any  other  party  or  parties  primarily  or
  secondarily  liable  on any of  the  Liabilities,  (e)  release,  compromise  or
  subordinate its title or security interest,  or any part thereof, if any, in all
  or any  property  now or  hereafter  securing  any  of  the  Liabilities  or any
  obligation  hereunder,  and permit any  substitution  or  exchange  for any such
  property,  and  (f)  resort  to  the  undersigned  for  payment  of  any  of the
  Liabilities,  whether or not the  Developer  shall have resorted to any property
  securing  any of the  Liabilities  or any  obligation  hereunder  or shall  have
  preceded  against any other party primarily or secondarily  liable on any of the
  Liabilities.
  
           The undersigned  hereby expressly waive: (a) notice of the existence or
  creation  of all or any of the  Liabilities,  (b)  notice  of any  amendment  or
  modification of any of the  instruments or documents  evidencing or securing the
  Liabilities,  (c) presentment,  demand,  notice of dishonor and protest, (d) all
  
  
                                         1
  <PAGE>
  
  diligence in collection or protection of or realization  upon the Liabilities or
  any thereof, any obligation hereunder, or any security for any of the foregoing,
  and (e) the right to require the Developer to proceed  against  Debtor on any of
  the Liabilities.
  
           In the  event  any  payment  of  Debtor  to the  Developer  is  held to
  constitute a preference  under the  bankruptcy  laws, or if for any other reason
  the  Developer is required to refund such  payment or pay the amount  thereof to
  any other party,  such payment by Debtor to the Developer shall not constitute a
  release of Guarantor from any Liability  hereunder,  but Guarantor agrees to pay
  such amount to the Developer  upon demand and this Guaranty shall continue to be
  effective or shall be reinstated,  as the case may be, to the extent of any such
  payment or payments.
  
           No delay or failure on the part of the Developer in the exercise of any
  right or remedy  shall  operate  as a waiver  thereof,  and no single or partial
  exercise by the Developer of any right or remedy shall  preclude other or future
  exercise thereof or the exercise of any other right or remedy.  No action of the
  Developer  permitted  hereunder  shall in any way impair or affect this Guaranty
  Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor
  to the Developer are guaranteed  notwithstanding any right or power of Debtor or
  anyone  else  to  assert  any  claim  or  defense  as  to  the   invalidity   or
  unenforceability  of any such  obligation,  and no such claim or  defense  shall
  impair or affect the obligations of the undersigned hereunder.
  
           This Guaranty Agreement shall be binding upon the undersigned, and upon
  the legal representatives, heirs, successors and assigns of the undersigned.
  
           This Guaranty Agreement has been made and delivered in the state of New
  Mexico and shall be construed and governed under New Mexico law.
  
           Whenever  possible,  each provision of the Guaranty  Agreement shall be
  interpreted  in such manner as to be effective and valid under  applicable  law,
  but if any  provision  of this  Guaranty  Agreement  shall be  prohibited  by or
  invalid under such law, such  provision  shall be  ineffective  to the extent of
  such  prohibition  of  invalidity,  without  invalidating  the remainder of such
  provision or the remaining provisions of this Guaranty Agreement.
  
           Whenever the singular or plural number, masculine or feminine or neuter
  is used herein,  it shall  equally  include the other where  applicable.  In the
  event this  Guaranty  Agreement  is  executed by more than one  guarantor,  this
  Guaranty  Agreement  and the  obligations  hereunder  are the joint and  several
  obligation of the undersigned.
  
           Guarantor  consents to the  jurisdiction  of the courts in the State of
  New Mexico and/or to the  jurisdiction  and venue of any United States  District
  
  
                                         2
  <PAGE>
  
  Court in the State of New Mexico having jurisdiction over any action or judicial
  proceeding  brought to enforce,  construe or interpret this Guaranty.  Guarantor
  agrees  to  stipulate  in  any  such  proceeding  that  this  Guaranty  is to be
  considered  for all  purposes to have been  executed  and  delivered  within the
  geographical boundaries of the State of New Mexico, even if it was,
  in fact, executed and delivered elsewhere.
  
           IN WITNESS WHEREOF,  the undersigned have hereunto caused this Guaranty
  Agreement to be executed as of _____________________, 1997.
  
  Signed, sealed and delivered                  GUARANTOR:
  in the presence of:
  
  ----------------------------
  Witness
                                                --------------------------
  ____________________________                  Lester G. Day
  Notary Public
  My Commission Expires:
                                                Address for Guarantor:
  ----------------------------
                                                4695 MacArthur Court, Suite 830
                                                Newport Beach, California 92660
           (NOTARY SEAL)
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "NONE", "secsgml_size_bytes": 309872}]
metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND V LP SERIES 3", "cik": "0000943904", "assigned-sic": "6513", "irs-number": "336163848", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21895", "film-number": "97586285"}, "business-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92636", "phone": "7146625565"}, "mail-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92636"}}
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):     April 10, 1997
  
                   WNC HOUSING  TAX CREDIT  FUND V, L.P.,  SERIES 3 
               (Exact name of registrant as specified in its charter)
  
        California                        0-21895                 33-6163848
  (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 3 ("SERIES 3") has acquired
  a Local Limited Partnership Interest in Broadway Apartments, Limited Partnership
  ("BROADWAY"  or the "Local  Limited  Partnership").  BROADWAY  owns The Broadway
  Apartments (the "Apartment Complex") in Hobbs, New Mexico.
  
           The  following  tables  contain  information  concerning  the Apartment
  Complex and the Local Limited Partnership identified herein:
  
                                                                                                            LOCAL
                                                                                                            LIMITED        YEAR
                                       ESTIMATED                                                PERMANENT   PARTNERSHIP'S  CREDITS
              PROJECT                  CONSTRUC-    ESTIMATED                                   MORTGAGE    ANTICIPATED    TO BE
  LOCAL       NAME AND                 TION         DEVELOPMENT COST   NUMBER OF     BASIC      LOAN        AGGREGATE      FIRST
  LIMITED     NUMBER OF   LOCATION OF  COMPLETION   (INCLUDING         APARTMENT     MONTHLY    PRINCIPAL   TAX CREDITS    AVAIL-
  PARTNERSHIP BUILDINGS   PROPERTY     DATE         LAND COST)         UNITS         RENTS      AMOUNT      (1)            ABLE
  BROADWAY     The         Hobbs (Lea   November     $3,586,000         30 1BR        $255-$314  $1,256,000   $3,613,990    1998
               Broadway    County),     1997                            units         $304-$375  BOA(1)
               Apartments  New Mexico                                   16 2BR units  $348-$430
                                                                        32 3BR units
               5
               buildings
  (1)      Low Income Housing Credits are available over a 10-year period. For the
           year in which the credit first becomes available, SERIES 3 will receive
           only that  percentage  of the annual  credit which  corresponds  to the
           number of months  during  which  SERIES 3 was a limited  partner of the
           Local Limited  Partnership,  and during which the Apartment Complex was
           completed and in service.
  
  (2)      Bank of America ("BOA") will provide the mortgage loan for a term of 15
           years at an annual interest rate equal to the 15-year FHLB-CIP plus 225
           basis points.  Principal and interest will be payable annually based on
           a 30-year amortization  schedule.  Outstanding principal will be due on
           maturity.
  Hobbs  (population  30,000)  is in the  southeastern  corner  of New  Mexico  on
  Interstate Highway 62/180 near the Texas border.
  
                                                                                 SHARING                      ESTIMATED
                                                                                 RATIOS:         SERIES's     ACQUISITION
                                                                                 ALLOCATIONS     3            FEES PAYABLE
  LOCAL           LOCAL                                             SHARING      (4) AND         CAPITAL      TO FUND
  LIMITED         GENERAL            PROPERTY        DEVELOPMENT    RATIOS:      SALE OR         CONTRIBUTION MANAGER
  PARTNERSHIP     PARTNER            MANAGER (1)     FEE (2)        CASH   FLOW  REFINANCING     (6)
                                                                    (3)          PROCEEDS (5)
  BROADWAY        Trianon -          Trianon         $439,652       WNC:         99/1            $2,003,595   $200,000
                  Broadway, LLC      Development                    Greater      50/50
                                     Corporation                    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
  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 contributions made by SERIES 3.
  
  ee/work/134.edg                                       2
  (3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
  distributed  to SERIES 3 ("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 3 and the
  Local General Partner.
  
  (5) Reflects the percentage  interests of SERIES 3 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  contributions  of SERIES 3; and the capital  contribution  of the Local
  General Partner.
  
  (6)  SERIES  3  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   Financial    Information   will   be   filed   upon
  availability.
  
           c.       Exhibits
  
                    10.1     Amended and Restated Agreement of Limited  
                             Partnership of Broadway  Apartments,  Limited
                             Partnership
  
                                         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 3
  
  Date:  April 21, 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 
                    Broadway Apartments, Limited Partnership
  
                                         6
  AMENDED AND RESTATED
  
                         AGREEMENT OF LIMITED PARTNERSHIP OF
  
                      BROADWAY 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     "Managing General Partner"......................   10
           1.42     "Minimum Set-Aside Test"........................   10
           1.43     "Mortgage" or "Mortgage Loan"...................   10
           1.44     "Mortgage Note".................................   10
  
                                         i
  1.45     "Nonrecourse Deductions"........................   10
           1.46     "Nonrecourse Liability".........................   10
           1.47     "Operating Deficit" ............................   10
           1.48     "Operating Deficit Guarantee Period"............   11
           1.49     "Operating Loans"...............................   11
           1.50     "Original Limited Partner" .....................   11
           1.51     "Partner(s)" ...................................   11
           1.52     "Partner Nonrecourse Debt" .....................   11
           1.53     "Partner Nonrecourse Debt Minimum Gain" ........   11
           1.54     "Partner Nonrecourse Deductions" ...............   11
           1.55     "Partnership" ..................................   11
           1.56     "Partnership Minimum Gain" .....................   11
           1.57     "Permanent Mortgage Commencement" ..............   11
           1.58     "Person" .......................................   12
           1.59     "Project" ......................................   12
           1.60     "Project Documents" ............................   12
           1.61     "Projected Annual Tax Credits" .................   12
           1.62     "Projected Tax Credits" ........................   12
           1.63     "Qualified Tenants" ............................   12
           1.64     "Reference Rate"................................   12
           1.65     "Rent Restriction Test" ........................   12
           1.66     "Reporting Fee".................................   12
           1.67     "Revised Projected Tax Credits".................   12
           1.68     "Sale or Refinancing"...........................   13
           1.69     "Sale or Refinancing Proceeds" .................   13
           1.70     "State" ........................................   13
           1.71     "State Tax Credit Agency" ......................   13
           1.72     "Substitute Limited Partner" ...................   13
           1.73     "Tax Credit" ...................................   13
           1.74     "Tax Credit Conditions".........................   13
           1.75     "TRA 1986" .....................................   13
           1.76     "Treasury Regulations" .........................   13
           1.77 "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
  
                                         ii
  VII.     CAPITAL CONTRIBUTIONS OF LIMITED PARTNER.............       16
  
           7.1      Original Limited Partner........................   16
           7.2      Capital Contribution of Limited Partner.........   17
           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
  
  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
  
                                         iv
  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
           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
                      BROADWAY 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-BROADWAY,  LLC, a New Mexico  Limited  Liability  Company as the general
  partner (the "General Partner and WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3,
  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  BROADWAY  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 November 30, 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
  and filed with the New Mexico Secretary of State on April 1, 1996
  
           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.
  
           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:
  
                                         1
  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 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
  
                                         2
  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
  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.
  
                                         3
  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 seventy-eight (78) 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 $2,695,996,  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 $1,698,355 at an
  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 14 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.
  
                                         4
  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.
  
           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.
  
                                         5
  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-BROADWAY,  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;
  
           (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
  
                                         6
  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.
  
           Section  1.30  "Improvements"  shall mean the  seventy-eight  (78) 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.
  
                                         7
  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.
  
           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
  
                                         8
  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  $2,000,000;  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.
  
           Section 1.38 "Limited  Partner"  shall mean WNC HOUSING TAX CREDIT FUND
  V, L.P., SERIES 3, 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
  
                                         9
  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 50% 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 $1,256,000,  plus interest on
  the principal based on a 15-year  FHLB-CIP 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 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).
  
                                         10
  Section 1.47 "Operating Deficit Guarantee Period" shall mean the period
  commencing  with the date of this  Agreement  and ending  five  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.
  
           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 3.9
  acres of land in Hobbs,  Lea County,  New  Mexico,  as more fully  described  in
  Exhibit "A" attached hereto and incorporated  herein by this reference,  and the
  Improvements.
  
                                         11
  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 $357,785  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  $3,613,990  to be available  to the  Partnership;
  provided,  however,  that if the Actual Tax Credit for 1998 is greater  (or less
  than) $357,785, 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 $357,785.
  
       Section  1.61  "Projected  Tax Credits"  shall mean LIHTC in the  aggregate
  amount of $3,613,990. 
  
           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
  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."
  
                                         12
  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
  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.
  
                                         13
  ARTICLE II
  
                                        NAME
  
       The  name  of  the  Partnership  shall  be  "BROADWAY  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, 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 1, 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
  
                                         15
  Cash Flow From  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 $2,003,595, as may be
  
                                         16
  adjusted in accordance with Section 7.4 of this Agreement,  in cash on the dates
  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  Contribution  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
  
                                         17
  and 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) $1,120,815 shall be payable upon admittance of the Limited Partner into
  the Partnership, provided the conditions of Section 7.2(a) have been met;
  
                    (2)  $279,075   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)  $303,705   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) $100,000 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)  $150,000  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
  Project's  eligible  basis  and the  amount  of the Tax  Credits  to  which  the
  
                                         18
  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) $50,000  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 April 30,
  1998;
  
       (d) obtain Permanent  Mortgage  Commencement by June 30, 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  56% 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
  
                                         19
  in which the Project is placed in service,  the Actual Tax Credit for any fiscal
  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,
  
                                         20
  then, in addition to any other payments to which the Limited Partner is entitled
  under 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.
  
                                         21
  Section 8.2 Other Reserves.  The General Partner shall establish out of
  funds  available to the  Partnership  a reserve  account  sufficient in its sole
  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  $439,652.  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 $2,003,595 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,
  
                                         22
  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
  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
  
                                         24
  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
  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.
  
                                         25
  Section 9.4  Authority  Requirements.  During the  Compliance  Period,  the
  following provisions shall apply:
  
           (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;
  
                                         26
  (h) Cause the  Project  apartment  units to be rented to anyone  other than
  Qualified Tenants;
  
       (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.
  
                                         27
  Section 9.7 Duties of the General Partner.  The General Partner agrees that
  it shall at all times:
  
       (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;
  
                                         28
  (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
  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
  
                                         29
  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,
  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.
  
                                         30
  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
  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.
  
                                         31
  (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 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
  
                                         32
  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 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
  
                                         33
  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.
  
           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:
  
                                         34
  (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  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.
  
                                         35
  Section 10.3 Special  Allocations.  The following special allocations shall
  be made in the following order:
  
           (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
  
                                         36
  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.
  
           (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:
  
                                         37
  (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.
  
           (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
  
                                         38
  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 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
  
                                         39
  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%.
  
       (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.
  
                                         40
  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  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;
  
                                         41
  (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.
  
       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
  
                                         42
  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
  
       (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.
  
                                         43
  (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
  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
  
                                         45
  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
  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.
  
                                         46
  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 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
  
                                         47
  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 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.
  
                                         48
  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
  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
  
                                         49
  (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
  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.
  
                                         50
  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 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
  
                                         51
  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;
  
           (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.
  
                                         52
  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.  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
  
                                         53
  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
  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:
  
                                         54
  (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.
  
           (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.
  
                                         55
  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.
  
           (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:
  
                                         56
  (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.
  
           (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.
  
                                         57
  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-BROADWAY, LLC, a New Mexico
                                      Limited Liability Company  
                                      4695 MacArthur Court, Suite 830,
                                      Newport Beach, California   92660
  
           To the Limited Partner:    WNC HOUSING TAX CREDIT FUND V, L.P., 
                                      SERIES 3
                                      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.
  
           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.
  
                                         58
  (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 of New Mexico.  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
  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.
  
                                         59
  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.
  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.
  
                                         60
  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 Partner to the extent of the amount of such obligation.
  
                                         61
  IN WITNESS  WHEREOF,  this  Amended and  Restated  Agreement of Limited
  Partnership of BROADWAY APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited
  partnership, is made and entered into as of the 10th day of April, 1997.
  
                                      GENERAL PARTNER
  
                                      TRIANON-BROADWAY, 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 the next page...
  
                                         62
  LIMITED PARTNER
  
                                      WNC HOUSING TAX CREDIT FUND V, L.P., 
                                      SERIES 3, a California limited partnership
  
                                      By:     WNC & ASSOCIATES, INC.,
                                              a California corporation
                                              General Partner
  
                                              By:      /s/ John B. Lester, Jr.
                                                       John B. Lester, Jr.,
                                                       President
  
                                         63
  EXHIBIT A TO PARTNERSHIP AGREEMENT
  
                                  LEGAL DESCRIPTION
  
  A tract of land located in the Northeast  Quarter of the Southwest Quarter (NE/4
  SW/4) of Section 35, Township 18 South, Range 38 East, N.M.P.M., Lea County, New
  Mexico described as:
  
       Beginning  at a 1-1/4" axle at the  Northwest  corner of this tract,  which
  lies East  1320.0  feet and  South,  361.5 feet from the West 1/4 corner of said
  Section 35;  thence S 89 degrees 38' 50" East 298.63 feet to a 1/2" rebar,  said
  point also being the  Northwest  corner of that certain  tract of land deeded to
  Gopalbhai B. Desai,  et al, by deed dated August 18, 1992,  and recorded in Book
  485 Page 307 Deed Records,  Lea County, New Mexico;  thence S 00 degrees 08' 02"
  West,  along most  Westerly  line of said Desai,  et al,  tract,  a t 298.5 feet
  passing  the  Northwest  corner  of that  certain  tract of land  deeded to W.P.
  Wilkerson and Billie P. Wilkerson,  husband and wife, by deed dated December 14,
  1989, and recorded in Book 458, Page 451, Deed Records,  Lea County, New Mexico,
  and continuing  along the West line of said Wilkerson tract in all a distance of
  681.03  feet to a 1/2"  rebar with PVC cap marked  "King  6541",  a point on the
  North  line of  Broadway  Street,  and also being the  Southwest  corner of said
  Wilkerson tract;  thence S 81 degrees 46' 33" West, along the North line of said
  Broadway  Street,  150.58 feet to a 1/2" rebar with PVC cap marked  "King 6541",
  said point also being the Southeast  corner of that certain tract of land deeded
  to Creamland Dairies,  Inc., by deed dated October 2, 1989, and recorded in Book
  456, Page 696, Deed Records, Lea County, New Mexico;  thence N 0 degrees 00' 00"
  East, along the East line of said Creamland  tract,  278.12 feet to a 1/2" rebar
  with PVC cap marked "King 6541",  said point also being the Northeast  corner of
  said Creamland  tract;  thence N 89 degrees 53' 45" West along the North line of
  said Creamland  tract 149.87 feet to a spike nail, said point also being a point
  in the West line of the NE/4 SW/4 of said  Section  35;  thence N 00 degrees 15'
  02" East  along  the West line of said NE/4  SW/4,  426.02  feet to the point of
  beginning.
  
                                        A-1
  EXHIBIT B TO PARTNERSHIP AGREEMENT
  
                                FORM OF LEGAL OPINION
  
  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3 
  c/o WNC & Associates, Inc.
  3158 Redhill Avenue, Suite 120
  Costa Mesa, California  92626
  
  RE:      BROADWAY 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 3,
  a California limited partnership (the "Limited Partner") in BROADWAY 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 Hobbs, Lea County,
  New Mexico. The general partner(s) of the Partnership (is/are) TRIANON-BROADWAY,
  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
  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
  
                                        B-2
  described  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) The nonprofit General Partner: (i) is described in paragraph (3) or
  (4) of  Section  501(c) and is exempt  from tax under  Section  501(a);  (ii) is
  determined  by the State Agency not to be  affiliated  with or  controlled  by a
  for-profit organization; and (iii) one of the exempt purposes of such non-profit
  General Partner includes the fostering of low income housing.
  
           (l) The  non-profit  General  Partner owns an interest in the Apartment
  Complex (directly or through a partnership) and materially  participates [within
  the meaning of Section 469(h)] in the development and operation of the Apartment
  Complex throughout the tax credit compliance period.
  
           (m) The  non-profit  General  Partner  satisfies the  requirements  and
  conditions  of California  Revenue and Taxation  Code Sections  214(g) and 214.8
  and, provided such  requirements and conditions are maintained,  the Partnership
  shall be  entitled  to a property  tax  exemption  within  the  meaning of those
  Sections.
  
           (n) 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.
  
                                        B-3
  (o) 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
  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
  BROADWAY APARTMENTS,  LIMITED PARTNERSHIP, a New Mexico limited partnership (the
  "Partnership");  TRIANON-BROADWAY,  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 3, 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
  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,
  
                                        C-1
  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.
  
                                        C-3
  IN WITNESS WHEREOF,  this Certificate and Agreement is made and entered
            into as of the day of , 1997.
  
  PARTNERSHIP
  
  BROADWAY APARTMENTS, LIMITED PARTNERSHIP
  
  TRIANON-BROADWAY, LLC, a New Mexico Limited Liability Company, General Partner
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation, 
           Member
  
           By:      _________________________
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a Delaware non-profit 
           corporation, Member
  
           By:     __________________________
                   William W. Hirsch,
                   President
  
  GENERAL PARTNER
  
  TRIANON-BROADWAY, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation, Member
  
           By:      _____________________
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a Delaware non-profit 
           corporation, Member
  
           By:      _________________________
                    William W. Hirsch,
                    President
  
  ORIGINAL LIMITED PARTNER
  
  TRIANON DEVELOPMENT CORPORATION, a California corporation
  
  By:      ________________________
           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 3 ("Limited  Partner") by  TRIANON-BROADWAY,  LLC, a
  New  Mexico  Limited  Liability  Company  (the  General  Partner")  of  BROADWAY
  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 required,  and all applicable  governmental  entities,  as such
  
                                        D-1
  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
  been  located on or under the Project.  The General  Partner will not install or
  
                                        D-2
  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
  6.2 or 6.3 of this Partnership Agreement.
  
                                        D-3
  (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-BROADWAY, LLC, a New Mexico Limited Liability Company
  
  By:      TRIANON DEVELOPMENT CORPORATION, a California corporation,
           Member
  
           By:      _______________________
                    Lester G. Day,
                    President
  
  By:      FOUNDATION FOR SOCIAL RESOURCES, INC., a Delaware non-profit  
           corporation, Member
  
           By:      _______________________
                    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
  BROADWAY APARTMENTS,  LIMITED PARTNERSHIP, a New Mexico limited partnership (the
  "Partnership"),  between  WNC  HOUSING  TAX  CREDIT  FUND V,  L.P.,  SERIES 3, a
  California  limited  partnership  ("Limited  Partner")  and the  Partnership  in
  connection  with the  construction  [rehabilitation]  of improvements on certain
  real property located in Hobbs, Lea 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 3 
  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 3 (the "Limited Partner") of a limited  partnership  interest in BROADWAY
  APARTMENTS,   LIMITED  PARTNERSHIP,   a  New  Mexico  limited  partnership  (the
  "Partnership") which owns a certain parcel of land located in Hobbs, Lea 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:
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
       BIN #           Certificate of Occupancy Date:
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  INITIAL TENANT CERTIFICATIONS
                                  PARTNERSHIP NAME
  (CONTINUED)
  
  Tenant                                                            Tenant
  Income       Income         Asset      Unit   Rent      Tenant    Utility
  Qualified Verification  Verification   Rent   Subsidy   Payment   Allowance
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
  -------------------------------------------------------------------------------
  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
  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
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  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
  
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  -------------------------------------------------------------------------------
  
                                        G-7
  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
  DEVELOPMENT FEE AGREEMENT
  
           This DEVELOPMENT FEE AGREEMENT ("Agreement"), is entered into as of the
  date  written  below by and between  Lester G. Day  ("Developer")  and  BROADWAY
  APARTMENTS,  LIMITED  PARTNERSHIP,  a New Mexico limited partnership  ("Owner").
  Developer  and  Owner  collectively  may  be  referred  to as the  "Parties"  or
  individually may be referred to as a "Party".
  
                                      RECITALS
  
           A. Owner has acquired the real property  located in Hobbs,  Lea County,
  New Mexico,  as more  particularly  described  in Exhibit A attached  hereto and
  incorporated herein (the "Real Property").
  
           B. Owner intends to develop on the Real Property a seventy-eight (78) 
  unit low-income rental housing complex and other related improvements,  which is
  intended to qualify for federal low-income housing tax credits (the "Project").
  
           C.  Prior  to the  date  of  this  Agreement  Developer  has  performed
  substantial  development  services  with  respect to the Project as specified in
  Section  2.3 of this  Agreement.  Developer  has  also  agreed  to  oversee  the
  development  of the Project  until all  construction  work is  completed  and to
  provide certain services relating thereto. The Parties recognize and acknowledge
  that the Developer is, and has been, an  independent  contractor in all services
  rendered to, and to be rendered to, the Owner pursuant to this  Development  Fee
  Agreement.
  
           D. Owner  desires to commit its  existing  development  agreement  with
  Developer into writing  through this  Development  Fee Agreement for Developer's
  services to manage, oversee, and complete development of the Project.  Developer
  desires to commit its  existing  development  agreement  with Owner into writing
  through this  Development  Fee  Agreement and Developer is willing to assign all
  development  rights to the Project to Owner,  to undertake  performance  of such
  development services,  and to fulfill all obligations of the Developer set forth
  in this  Agreement,  in  consideration  of  Owner's  restated  promise to pay to
  Developer the fee specified in this Agreement.
  
           NOW  THEREFORE,  in  consideration  of the  foregoing  recitals and the
  mutual  promises  and  undertakings  in this  Agreement,  and for other good and
  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
  acknowledged, Owner and Developer agree as follows:
  
                                         1
  SECTION I
                                 CERTAIN DEFINITIONS
  
           As used in this Agreement, the following terms shall, when capitalized,
  have the following meanings:
  
           "Code" means the Internal Revenue Code of 1986, as amended.
  
           "Construction Documents" means the contract documents between the Owner
  and the Construction Lender pertaining to construction of the Project.
  
           "Construction  Lender"  means Bank of America,  Federal  Savings  Bank,
  which has committed to make a loan to finance construction of the Project.
  
           "Construction  Loan"  means  the loan to  finance  construction  of the
  Project, made to Owner by the Construction Lender.
  
           "Contractor" means Crestline Building Corporation.
  
           "Department"   means  the  New  Mexico  agency   responsible   for  the
  reservation and allocation of Tax Credits.
  
           "Development Fee" means the fee for development  services  described in
  Section 2 of this Agreement.
  
           "Permanent  Loan Funding Date" means the date on which the loan between
  Owner and Bank of  America,  Federal  Savings  Bank is closed  and  funded;  all
  construction  costs are paid in full and the  Construction  Loan repaid in full;
  and the issuance of a certificate of occupancy by the governmental agency having
  jurisdiction over the Project.
  
           "Tax Credits" means the low-income housing tax credits found in Section
  42 of the Code, and all rules, regulations, rulings, notices and other 
  promulgations thereunder.
  
                                      SECTION 2
                       ENGAGEMENT OF DEVELOPER; FEE; SERVICES
  
           2.1 Engagement; Term. Owner hereby confirms the engagement of Developer
  to act as  developer of the Project,  and to perform the various  covenants  and
  obligations of the Developer under this Agreement. Developer hereby confirms and
  accepts such  engagement,  and agrees to perform fully and timely each and every
  one of its obligations  under this Agreement.  The term of such engagement shall
  commence on the date hereof and subject to the pre-payment provisions of Section
  3 shall expire on December 31, 2005.
  
           2.2 Development Fee. In  consideration of Developer's  prior activities
  and agreement to provide development  services during the term of this Agreement
  and the assignment of all  development  rights for the Project,  Owner agrees to
  pay the Developer a Development  Fee in the amount of $206,471.  The Development
  Fee shall be payable in  accordance  with  Section 3 of this  Agreement.  In the
  
                                         2
  event the owner refinances the Real Property prior to the termination of this
  Agreement and the  Development Fee has not been paid in full, then any refinance
  proceeds in excess of repayment of the  Permanent  Loan and any and all fees and
  costs  associated  with the refinancing of the Real Property shall first be used
  by the Owner to pay any  outstanding  Development  Fee and  second to be used in
  accordance  with the Amended and Restated  Agreement of Limited  Partnership  of
  Broadway Apartments, Limited Partnership, a New Mexico limited partnership.
  
           2.3      Development Services.
  
       (a) Prior  Services.  Owner  acknowledges  that Developer has, prior to the
  date hereof, performed substantial development services relating to the Project.
  Such services (the "Prior Services") have included the following:
  
       (1) Services Rendered Prior to December 31, 1996.
  
       (A)  Developer  has located,  negotiated  and closed on the purchase of the
  Real Property.
  
       (B) Developer has made an application for Tax Credits to the Department.
  
       (C) Developer has  negotiated,  conferred and worked with the Department to
  obtain a reservation of Tax Credits for the Owner on the Project.
  
       (D) Developer has  negotiated,  conferred and worked with the Department to
  obtain an allocation of Tax Credits for the Owner on the Project.
  
       (E) Developer has negotiated and conferred with the environmental  engineer
  to provide a full environmental evaluation of the Real Property.
  
       (F) Developer has negotiated and conferred with a market analyst to provide
  a full market feasibility study of the Project.
  
       (G) Developer has negotiated,  conferred and caused the Owner to execute an
  architectural contract for the planning and design of the Project.
  
       (2) Other Prior Services.
  
       (A) Developer has created,  refined and analyzed the financial  projections
  for the Project.
  
       (B)  Developer  has  negotiated,  conferred,  and worked  with the  Project
  architects, engineers and Contractor with regard to preparation, refinement, and
  
                                         3
  finalization  of the plans and  specifications  for the Project,  and  projected
  construction schedules and costs.
  
       (C)  Developer  has applied for zoning  approvals,  land use  approvals and
  development permits necessary for the Project, and has conferred and worked with
  the City of Hobbs  planning and building  agencies with regard to such approvals
  and permits.
  
       (D) Developer has negotiated and conferred with the Construction  Lender to
  obtain the Construction Loan.
  
       (E) Developer has  negotiated  and conferred  with an insurance  carrier to
  provide a builder's risk policy during construction.
  
       (b) Future  Services.  Developer  hereby  agrees to perform  the  following
  development services for and as an agent of Owner:
  
                             (1)  Construction  and  Development  Matters.  
  Developer  shall oversee  construction  of the Project on Owner's  behalf,  as 
  provided in this Section 2.3(b)(1). Owner shall allow Developer full access to 
  the Project during the construction  period.  Developer and Developer's  agents 
  shall perform their work in a manner that minimizes  interference  with the 
  management and operation of the Project.
  
                                      (A)  Developer  shall exert its best efforts
  to ensure that the Contractor  performs its obligations  under the  Construction
  Documents in a diligent and timely manner.
  
                                      (B)  Developer  shall  participate  in and  
  provide  assistance  with regard to  pre-construction  conferences  and  pre-
  construction documents, including drawings, specifications, contracts, and 
  schedules.
  
                                      (C) Developer shall review all  Construction
  Documents,  identify  construction  issues and  participate in the resolution of
  such issues.
  
                                      (D)  Developer  shall  attend   construction
  progress  meetings  at the Project  site to monitor  construction  progress  and
  advise Owner and the Contractor with respect to the resolution of construction 
  issues.
  
                                      (E) Developer shall review the  Contractor's
  monthly pay applications.
  
                                      (F) Developer shall monitor the Contractor's
  progress  with  respect  to the  approved  Project  schedule  and keep the Owner
  
                                         4
  informed of all pertinent Project issues and construction progress.
  
                                      (G)   Developer   shall  advise  Owner  with
  respect  to  relations  with  engineers,   architects,  and  other  construction
  professionals.
  
                                      (H)   Developer   shall  be  available   for
  immediate response in critical situations arising during the construction of the
  Project.
  
                                      (I)  Developer  shall  coordinate  relations
  with the City of Hobbs and other governmental  authorities  having  jurisdiction
  over development of the Project.
  
                             (2)      Tax Credit  Matters.  From the date hereof 
  through the completion of  construction  of the Project,  the Developer  shall 
  provide the following services to owner with regard to the Tax Credits which 
  services do not constitute the rendering of legal or tax advice:
  
                                      (A) Developer  shall consult with and advise
  Owner concerning construction issues that could affect the amount of Tax Credits
  for which the Project is eligible.
  
                                      (B) Developer shall consult with and advise
  Owner with respect to the requirements of the Department as they relate to the
  construction and development of the Project.
  
                                      (C)  Developer  shall  monitor  construction
  progress with respect to the Project schedule agreed to with the Department,  if
  any.
  
                                      (D)  Developer shall coordinate and 
  participate in any conferences with the Department relating to the Project and 
  construction matters.
  
                    (c) Assignment of Development Rights. Developer hereby assigns
  to Owner all rights to the development of the Project, including but not limited
  to, all tangible and intangible rights arising with respect to the name BROADWAY
  APARTMENTS,  LIMITED  PARTNERSHIP,  the  design  of the  Project,  the plans and
  specifications  for the Project and all rights arising under the agreements with
  Project  architects,   engineers  and  other  Project  design  and  construction
  professionals.
  
                                         5
  SECTION 3
                              DEVELOPMENT FEE PAYMENTS
  
           3.1  Services   Rendered  Prior  to  December  31,  1995.  The  Parties
  acknowledge  and agree that  Developer  has earned  the sum of  $__________  for
  services  rendered prior to December 31, 1995, that said amount is reasonable in
  relation to the work performed,  is fully earned as of that date and said amount
  shall be paid in any event  notwithstanding  the  termination of this Agreement.
  The  Parties  further  acknowledge  and agree  that the Owner  has  accrued  the
  Development Fee of $__________, under its method of accounting, and has reported
  the  Development  Fee  expense on its 1995  income  tax  return.  The  Developer
  represents  and warrants  that  Developer  has reported the  Development  Fee of
  $__________ on Developer's 1995 income tax return.
  
           3.2 Payment of Development  Fee. To the extent not previously paid, for
  Development  services  performed and to be performed under this  Agreement,  the
  Owner shall pay the Developer the  Development Fee on the Permanent Loan Funding
  Date. If the Development Fee is not paid in full upon the Permanent Loan Funding
  Date  then the  Development  Fee  shall be paid  from  available  Cash Flow From
  Operations  in  accordance  with the terms of Section  11.1 of the  Amended  and
  Restated  Agreement  of Limited  Partnership  for BROADWAY  APARTMENTS,  LIMITED
  PARTNERSHIP,  a New Mexico limited  partnership  (said agreement is incorporated
  herein by this reference) but in no event later than December 31, 2003.
  
                                      SECTION 4
                                     TERMINATION
  
           Neither Party to this Agreement  shall have the right to terminate this
  Agreement prior to the expiration of the term without cause. Owner may terminate
  this Agreement without further liability, for cause, which shall mean any one of
  the following:
  
                    (a) A material  breach by Developer of its  obligations  under
  this  Agreement  that is not cured within thirty (30) days after notice  thereof
  (or, as to any non-monetary  obligations that is not reasonably  capable of cure
  within 30 days, and provided that cure is commenced within 10 days of notice and
  diligently pursued thereafter to completion,  within such time as may reasonably
  be necessary to complete such cure);
  
                    (b)  A fraudulent or intentionally incorrect report by 
  Developer to Owner with respect to the Project; or
  
                    (c)  Any  intentional   misconduct  or  gross   negligence  by
  Developer with respect to its duties under this Contract.
  
                    Upon proper termination of this Agreement by Owner pursuant to
  this  Section 4, all rights of Developer to receive  unearned  Development  Fees
  pursuant to this  Agreement  with  respect to services not yet  performed  shall
  
                                         6
  terminate.  Developer shall receive the full  Development Fee for Prior Services
  and shall receive a portion of the  Development Fee for Future Services based on
  the  percentage  of  completion  of  construction  of the Project at the time of
  termination.  Nothing in this  Section 4 shall be deemed to  prevent  Owner from
  bringing an action against Developer to recover fully all damages resulting from
  any of the causes set forth in paragraphs  (a), (b) or (c) above,  or to prevent
  Owner from  contending in any action or proceeding that the Future Services were
  not earned by Developer.
  
                                      SECTION 5
                                 GENERAL PROVISIONS
  
           5.1  Notices.  Notices  required  or  permitted  to be given under this
  Agreement  shall be in writing sent by  registered  or certified  mail,  postage
  prepaid, return receipt requested, to the Parties at the following addresses, or
  such other  address  as is  designated  in  writing  by the  Party,  the date of
  registry thereof, or the date of certification receipt therefor being deemed the
  date  of  such  notice;  provided,   however,  that  any  written  communication
  containing such information  sent to a Party actually  received by a Party shall
  constitute notice for all purposes of this Agreement.
  
  If to Developer:           Lester G. Day
                             4695 MacArthur Court, Suite 830
                             Newport Beach, California  92660
  
  If to Owner:               BROADWAY APARTMENTS, LIMITED PARTNERSHIP
                             4695 MacArthur Court, Suite 830
                             Newport Beach, California 92660
  
           5.2  Interpretation.
  
                    (a)  Headings.  The  section  headings in this  Agreement  are
  included for convenience  only; they do not give full notice of the terms of any
  portion of this  Agreement  and are not  relevant to the  interpretation  of any
  provision of this Agreement.
  
                    (b) Relationship of the Parties. Neither Party hereto shall be
  deemed an agent,  partner,  joint  venturer,  or related  entity of the other by
  reason of this  Agreement and as such neither Party may enter into  contracts or
  agreements which bind the other Party.
  
                    (c)  Governing  Law.  The Parties  intend that this  Agreement
  shall be governed by and construed in  accordance  with the laws of the state of
  New Mexico  applicable to contracts made and wholly  performed within New Mexico
  by persons domiciled in New Mexico.
  
                                         7
  (d)  Severability.  Any  provision of this  Agreement  that is
  deemed  invalid  or  unenforceable  shall be  ineffective  to the extent of such
  invalidity or  unenforceability,  without rendering invalid or unenforceable the
  remaining provisions of this Agreement.
  
           5.3  Integration;  Amendment.  This  Agreement  constitutes  the entire
  agreement of the Parties  relating to the subject  matter  hereof.  There are no
  promises,  terms,  conditions,  obligations,  or  warranties  other  than  those
  contained   herein.   This  Agreement   supersedes  all  prior   communications,
  representations, or agreements, verbal or written, among the Parties relating to
  the subject matter hereof. This Agreement may not be amended except in writing.
  
           5.4 Attorney'  Fees. If any suit or action arising out of or related to
  this  Agreement  is brought by any Party to any such  document,  the  prevailing
  Party  shall be  entitled  to  recover  the  costs and fees  (including  without
  limitation  reasonable  attorneys'  fees and costs of experts  and  consultants,
  copying, courier and telecommunication costs, and deposition costs and all other
  costs of  discovery)  incurred  by such Party in such suit or action,  including
  without limitation to any post-trial or appellate proceeding.
  
           5.5  Binding Effect.  This Agreement shall bind and inure to the 
  benefit of, and be enforceable  by, the Parties hereto and their  respective  
  successors, heirs, and permitted assigns.
  
           5.6  Assignment.  Neither Party may assign this  Agreement  without the
  consent of the other Party.  No assignment  shall relieve any Party of liability
  under this Agreement unless agreed in writing to the contrary.
  
           5.7  Third-Party Beneficiary Rights.  No person not a Party to this 
  Agreement is an intended  beneficiary of this Agreement,  and no person not a 
  Party to this Agreement shall have any right to enforce any term of this 
  Agreement.
  
           5.8  Counterparts.  This  Agreement  may be  executed  in any number of
  counterparts, all of which taken together shall constitute one agreement binding
  on all the Parties,  notwithstanding that all Parties are not signatories to the
  same counterpart.
  
           5.9 Further Assurances.  Each Party agrees, at the request of the other
  Party,  at any time and from time to time after the date hereof,  to execute and
  deliver  all  such  further  documents,  and to take and  forbear  from all such
  action, as may be reasonably  necessary or appropriate in order more effectively
  to perfect the transfers or rights  contemplated  herein or otherwise to confirm
  or carry out the provisions of this Agreement.
  
                                         8
  5.10  Mandatory  Arbitration.  Any person  enforcing this Agreement may
  require  that all  disputes,  claims,  counterclaims,  and  defenses  ("Claims")
  relating in any way to this Agreement or any transaction of which this Agreement
  is a part (the  "Transaction"),  be settled by binding arbitration in accordance
  with the Commercial  Arbitration Rules of the American  Arbitration  Association
  and Title 9 of the U.S.  Code.  All claims  will be subject to the  statutes  of
  limitation applicable if they were litigated.
  
           If arbitration  occurs,  one neutral  arbitrator will decide all issues
  unless either  Party's Claim is $100,000.00 or more, in which case three neutral
  arbitrators  will decide all issues.  All arbitrators  will be active New Mexico
  State Bar  members  in good  standing.  In  addition  to all other  powers,  the
  arbitrator(s)  shall  have  the  exclusive  right to  determine  all  issues  of
  arbitrability.  Judgment  on any  arbitration  award may be entered in any court
  with jurisdiction.
  
           If either  Party  institutes  any judicial  proceeding  relating to the
  Transaction,  such action shall not be a waiver of the right to submit any Claim
  to arbitration.  In addition,  both Parties have the right before,  during,  and
  after any arbitration to exercise any of the following remedies, in any order or
  concurrently:  (i)  setoff,  (ii)  self-help  repossession,  (iii)  judicial  or
  non-judicial  foreclosure  against real or personal  property  collateral,  (iv)
  provisional remedies, including injunction, appointment of receiver, attachment,
  claim and delivery, and replevin.
  
           This  arbitration  clause  cannot be modified or waived by either Party
  except in a writing that refers to this arbitration clause and is signed by both
  Parties.
  
                                         9
  IN WITNESS  WHEREOF,  the  Parties  have caused  this  Development  Fee
  Agreement to be executed as of ________________________, 1997.
  
  DEVELOPER:       TRIANON-BROADWAY, LLC, a New Mexico             
                   Limited Liability Company
  
                           By:      TRIANON DEVELOPMENT CORPORATION, a
                                    California corporation, Member
  
                                    By: ______________________________
                                        Lester G. Day,
                                        President
  
                           By:      FOUNDATION OF SOCIAL RESOURCES,
                                    INC., a Delaware non-profit
                                    corporation, Member
  
                                    By:  ______________________________
                                         William W. Hirsch,
                                         President
  
  OWNER:                              BROADWAY APARTMENTS, LIMITED PARTNERSHIP
  
                                      TRIANON DEVELOPMENT CORPORATION
  
                                       By:      _____________________________
                                                Lester G. Day,
                                                President
  
                                      FOUNDATION FOR SOCIAL RESOURCES, INC.
  
                                      By:      _____________________________
                                               William W. Hirsch,
                                               President
  
                                         10
  EXHIBIT A
  
                                  LEGAL DESCRIPTION
  
       A tract of land located in the Northeast  Quarter of the Southwest  Quarter
  (NE/4  SW/4) of Section  35,  Township 18 South,  Range 38 East,  N.M.P.M.,  Lea
  County, New Mexico described as:
  
       Beginning  at a 1-1/4" axel at the  Northwest  corner of this tract,  which
  lies East  1320.0  feet and  South,  361.5 feet from the West 1/4 corner of said
  Section 35;  thence S 89 degrees 38' 50" East 298.63 feet to a 1/2" rebar,  said
  point also being the  Northwest  corner of that certain  tract of land deeded to
  Gopalbhai B. Desai,  et al, by deed dated August 18, 1992,  and recorded in Book
  485 Page 307 Deed Records,  Lea County, New Mexico;  thence S 00 degrees 08' 02"
  West,  along most  Westerly  line of said Desai,  et al,  tract,  a t 298.5 feet
  passing  the  Northwest  corner  of that  certain  tract of land  deeded to W.P.
  Wilkerson and Billie P. Wilkerson,  husband and wife, by deed dated December 14,
  1989, and recorded in Book 458, Page 451, Deed Records,  Lea County, New Mexico,
  and continuing  along the West line of said Wilkerson tract in all a distance of
  681.03  feet to a 1/2"  rebar with PVC cap marked  "King  6541",  a point on the
  North  line of  Broadway  Street,  and also being the  Southwest  corner of said
  Wilkerson tract;  thence S 81 degrees 46' 33" West, along the North line of said
  Broadway  Street,  150.58 feet to a 1/2" rebar with PVC cap marked  "King 6541",
  said point also being the Southeast  corner of that certain tract of land deeded
  to Creamland Dairies,  Inc., by deed dated October 2, 1989, and recorded in Book
  456, Page 696, Deed Records, Lea County, New Mexico;  thence N 0 degrees 00' 00"
  East, along the East line of said Creamland  tract,  278.12 feet to a 1/2" rebar
  with PVC cap marked "King 6541",  said point also being the Northeast  corner of
  said Creamland  tract;  thence N 89 degrees 53' 45" West along the North line of
  said Creamland  tract 149.87 feet to a spike nail, said point also being a point
  in the West line of the NE/4 SW/4 of said  Section  35;  thence N 00 degrees 15'
  02" East  along  the West line of said NE/4  SW/4,  426.02  feet to the point of
  beginning.
  GUARANTY AGREEMENT
  
           FOR VALUE  RECEIVED,  the  receipt and  sufficiency  of which is hereby
  acknowledged,  and in  consideration  of the  agreement  of Lester G. Day,  (the
  "Developer")  to permit  deferral of the $206,471 due from BROADWAY  APARTMENTS,
  LIMITED  PARTNERSHIP  a  New  Mexico  limited  partnership   ("Debtor")  to  the
  Developer,  the undersigned  Guarantor(s),  hereby unconditionally  guaranty the
  full and prompt payment when due,  whether by  acceleration or otherwise of that
  certain Developer Fee from Debtor to the Developer, evidenced by the Development
  Fee Agreement  dated the even date  herewith,  and  incorporated  herein by this
  reference.  The  foregoing  described  debt is  referred to  hereinafter  as the
  "Liabilities" or "Liability."
  
           The  undersigned  further agree to pay all expenses paid or incurred by
  the Developer in  endeavoring to collect the  Liabilities,  or any part thereof,
  and  in  enforcing  the  Liabilities  or  this  Guaranty  Agreement   (including
  reasonable  attorneys'  fees if  collected  or  enforced  by law or  through  an
  attorney-at-law).   The  undersigned  hereby  represent  and  warrant  that  the
  extension of credit or other financial accommodations by the Developer to Debtor
  will be to the interest and advantage of the  undersigned,  and acknowledge that
  this Guaranty  Agreement is a substantial  inducement to the Developer to extend
  credit to Debtor and that the  Developer  would not  otherwise  extend credit to
  Debtor.
  
           The Developer  may, from time to time,  without notice to or consent of
  the  undersigned,  (a) retain or obtain a security  interest in any  property to
  secure any of the Liabilities or any obligation hereunder,  (b) retain or obtain
  the primary or secondary  liability of any party or parties,  in addition to the
  undersigned, with respect to any of the Liabilities, (c) extend or renew for any
  period  (whether  or not longer  than the  original  period) or alter any of the
  Liabilities,  (d)  release  or  compromise  any  Liability  of  the  undersigned
  hereunder  or  any  Liability  of  any  other  party  or  parties  primarily  or
  secondarily  liable  on any of  the  Liabilities,  (e)  release,  compromise  or
  subordinate its title or security interest,  or any part thereof, if any, in all
  or any  property  now or  hereafter  securing  any  of  the  Liabilities  or any
  obligation  hereunder,  and permit any  substitution  or  exchange  for any such
  property,  and  (f)  resort  to  the  undersigned  for  payment  of  any  of the
  Liabilities,  whether or not the  Developer  shall have resorted to any property
  securing  any of the  Liabilities  or any  obligation  hereunder  or shall  have
  preceded  against any other party primarily or secondarily  liable on any of the
  Liabilities.
  
           The undersigned  hereby expressly waive: (a) notice of the existence or
  creation  of all or any of the  Liabilities,  (b)  notice  of any  amendment  or
  modification of any of the  instruments or documents  evidencing or securing the
  Liabilities,  (c) presentment,  demand,  notice of dishonor and protest, (d) all
  
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  diligence in collection or protection of or realization  upon the Liabilities or
  any thereof, any obligation hereunder, or any security for any of the foregoing,
  and (e) the right to require the Developer to proceed  against  Debtor on any of
  the Liabilities.
  
           In the  event  any  payment  of  Debtor  to the  Developer  is  held to
  constitute a preference  under the  bankruptcy  laws, or if for any other reason
  the  Developer is required to refund such  payment or pay the amount  thereof to
  any other party,  such payment by Debtor to the Developer shall not constitute a
  release of Guarantor from any Liability  hereunder,  but Guarantor agrees to pay
  such amount to the Developer  upon demand and this Guaranty shall continue to be
  effective or shall be reinstated,  as the case may be, to the extent of any such
  payment or payments.
  
           No delay or failure on the part of the Developer in the exercise of any
  right or remedy  shall  operate  as a waiver  thereof,  and no single or partial
  exercise by the Developer of any right or remedy shall  preclude other or future
  exercise thereof or the exercise of any other right or remedy.  No action of the
  Developer  permitted  hereunder  shall in any way impair or affect this Guaranty
  Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor
  to the Developer are guaranteed  notwithstanding any right or power of Debtor or
  anyone  else  to  assert  any  claim  or  defense  as  to  the   invalidity   or
  unenforceability  of any such  obligation,  and no such claim or  defense  shall
  impair or affect the obligations of the undersigned hereunder.
  
           This Guaranty Agreement shall be binding upon the undersigned, and upon
  the legal representatives, heirs, successors and assigns of the undersigned.
  
           This Guaranty Agreement has been made and delivered in the state of New
  Mexico and shall be construed and governed under New Mexico law.
  
           Whenever  possible,  each provision of the Guaranty  Agreement shall be
  interpreted  in such manner as to be effective and valid under  applicable  law,
  but if any  provision  of this  Guaranty  Agreement  shall be  prohibited  by or
  invalid under such law, such  provision  shall be  ineffective  to the extent of
  such  prohibition  of  invalidity,  without  invalidating  the remainder of such
  provision or the remaining provisions of this Guaranty Agreement.
  
           Whenever the singular or plural number, masculine or feminine or neuter
  is used herein,  it shall  equally  include the other where  applicable.  In the
  event this  Guaranty  Agreement  is  executed by more than one  guarantor,  this
  Guaranty  Agreement  and the  obligations  hereunder  are the joint and  several
  obligation of the undersigned.
  
           Guarantor  consents to the  jurisdiction  of the courts in the State of
  New Mexico and/or to the  jurisdiction  and venue of any United States  District
  
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  Court in the State of New Mexico having jurisdiction over any action or judicial
  proceeding  brought to enforce,  construe or interpret this Guaranty.  Guarantor
  agrees  to  stipulate  in  any  such  proceeding  that  this  Guaranty  is to be
  considered  for all  purposes to have been  executed  and  delivered  within the
  geographical boundaries of the State of New Mexico, even if it was,
  in fact, executed and delivered elsewhere.
  
           IN WITNESS WHEREOF,  the undersigned have hereunto caused this Guaranty
  Agreement to be executed as of _____________________, 1997.
  
  Signed, sealed and delivered                  GUARANTOR:
  in the presence of:
  
  ----------------------------
  Witness
                                                --------------------------
  ____________________________                  Lester G. Day
  Notary Public
  My Commission Expires:
                                                Address for Guarantor:
  ----------------------------
                                                4695 MacArthur Court, Suite 830
                                                Newport Beach, California 92660
           (NOTARY SEAL)